The Fundamentals of Hedge Fund Managment

MATERIAL FROM:
THE FUNDAMENTALS OF HEDGE FUND

MANAGEMENT
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For the Exclusive Use of:
Copy No.____________
(COMPANY NAME)FUND, LLC

(A Delaware Limited Liability Company)
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED, AND HAVE NOT BEEN REGISTERED WITH, OR APPROVED BY, ANY
STATE SECURITIES OR BLUE SKY ADMINISTRATOR OR ANY OTHER
REGULATORY AUTHORITY. NO SUCH AUTHORITY HAS PASSED UPON OR
ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR
ADEQUACY OF THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM,
NOR IS IT INTENDED THAT ANY SUCH AUTHORITY WILL DO SO. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
_________________________
EACH INVESTOR IN THE INTERESTS OFFERED HEREBY MUST ACQUIRE SUCH
INTERESTS SOLELY FOR INVESTORS OWN ACCOUNT, FOR INVESTMENT
PURPOSES ONLY AND NOT WITH AN INTENTION OF DISTRIBUTION,
TRANSFER OR RESALE, EITHER IN WHOLE OR IN PART.
_________________________
The date of this Confidential Private Placement Memorandum is [DATE]
GENERAL INFORMATION
THE LIMITED LIABILITY COMPANY INTERESTS (COLLECTIVELY, THE
INTERESTS) OF (COMPANY NAME)FUND, LLC (THE FUND) OFFERED HEREBY
ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE 1933
ACT), RULE 506 THEREUNDER, AND APPLICABLE STATE SECURITIES LAWS.
INTERESTS ARE AVAILABLE ONLY TO INVESTORS WHO ARE WILLING AND ABLE
TO BEAR THE ECONOMIC RISKS OF THIS INVESTMENT. THE INTERESTS ARE
SPECULATIVE AND, BY THEIR NATURE, MAY BE CONSIDERED TO INVOLVE A
HIGH DEGREE OF RISK. INVESTMENT IN THE FUND IS DESIGNED ONLY FOR
SOPHISTICATED INVESTORS WHO ARE ABLE TO BEAR A SUBSTANTIAL LOSS OF
THEIR CAPITAL CONTRIBUTIONS IN THE FUND. SEE RISK FACTORS.
THIS
CONFIDENTIAL
PRIVATE
PLACEMENT
MEMORANDUM
(MEMORANDUM) CONSTITUTES AN OFFER ONLY IF THE NAME OF AN OFFEREE
APPEARS IN THE APPROPRIATE SPACE PROVIDED ON THE COVER PAGE OF THIS
MEMORANDUM AND ONLY IF DELIVERY OF THIS MEMORANDUM IS PROPERLY
AUTHORIZED BY THE FUND. THIS MEMORANDUM HAS BEEN PREPARED BY THE
FUND SOLELY FOR THE BENEFIT OF INVESTORS INTERESTED IN THE PROPOSED
PURCHASE OF INTERESTS, AND ANY REPRODUCTION OF THIS MEMORANDUM, IN
WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS, WITHOUT
THE PRIOR WRITTEN CONSENT OF THE FUND, IS PROHIBITED.
NOTWITHSTANDING THE FOREGOING, AN OFFEREE MAY, WITHOUT THE
CONSENT OF THE FUND, PROVIDE A COPY OF THIS MEMORANDUM (OR ANY
PORTION THEREOF) TO SUCH OFFEREES LEGAL OR TAX ADVISORS OR TO ANY
TAXING AUTHORITY OR OTHERWISE AS SET FORTH UNDER INCOME TAX
CONSIDERATIONS.
NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM WHATSOEVER
SHALL BE EMPLOYED IN THE OFFERING OF THE INTERESTS EXCEPT FOR THIS
MEMORANDUM.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY
REPRESENTATION OR WARRANTY OR PROVIDE ANY INFORMATION WITH
RESPECT TO THE INTERESTS EXCEPT SUCH INFORMATION AS IS CONTAINED IN
THIS MEMORANDUM. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY
SALES MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE MATTERS DISCUSSED
HEREIN SINCE THE DATE HEREOF.
( COMPANY NAME) LLC, AS THE MANAGING MEMBER OF THE FUND (THE
MANAGING MEMBER), HAS USED ITS BEST EFFORTS TO OBTAIN AND PROVIDE
ACCURATE INFORMATION FOR THIS MEMORANDUM, BUT NO REPRESENTATION
OR WARRANTY IS MADE WITH RESPECT TO THE ACCURACY OF SUCH
INFORMATION.
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION

IN ANY STATE OR OTHER JURISDICTION IN WHICH AN OFFER OR SOLICITATION IS
NOT LAWFUL OR AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO.
THE CONTENTS OF THIS MEMORANDUM SHOULD NOT BE CONSTRUED AS
INVESTMENT, LEGAL OR TAX ADVICE. EACH PROSPECTIVE INVESTOR IS URGED
TO SEEK INDEPENDENT INVESTMENT, LEGAL AND TAX ADVICE CONCERNING
THE CONSEQUENCES OF INVESTING IN THE FUND.
THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE 1933 ACT PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN
ACCORDANCE WITH THE REQUIREMENTS AND CONDITIONS SET FORTH IN THIS
MEMORANDUM.
INVESTORS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.
INVESTORS (AND EACH EMPLOYEE, REPRESENTATIVE OR OTHER AGENT
OF INVESTORS) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT
LIMITATIONS OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF THE
TRANSACTION AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR
OTHER TAX ANALYSIS) THAT ARE PROVIDED TO INVESTORS RELATING TO SUCH
TAX TREATMENT AND TAX STRUCTURE.
THIS AUTHORIZATION OF TAX
DISCLOSURE IS RETROACTIVELY EFFECTIVE TO THE COMMENCEMENT OF THE
FIRST DISCUSSIONS BETWEEN SUCH INVESTOR AND THE FUND REGARDING THE
TRANSACTIONS CONTEMPLATED HEREIN.
DISCUSSIONS IN THIS MEMORANDUM BELOW AS THEY RELATE TO
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES ARE NOT
INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE
OF AVOIDING UNITED STATES FEDERAL TAX PENALTIES. SUCH DISCUSSIONS
WERE WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE
TRANSACTIONS OR MATTERS ADDRESSED IN THIS MEMORANDUM, AND ANY
TAXPAYER TO WHOM THE TRANSACTIONS OR MATTERS ARE BEING PROMOTED,
MARKETED OR RECOMMENDED SHOULD SEEK ADVICE BASED ON ITS
PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
ii
TABLE OF CONTENTS
Page
GENERAL INFORMATION .......................................................................................................... i

SUMMARY................................................................................................................................... iv
THE MANAGING MEMBER AND THE INVESTMENT MANAGER ......................................1
INVESTMENT OBJECTIVE AND STRATEGY ..........................................................................1
ADMINISTRATOR ........................................................................................................................4
BROKERAGE ARRANGEMENTS; CUSTODIAN ......................................................................5
RISK FACTORS .............................................................................................................................6
CERTAIN ERISA CONSIDERATIONS ......................................................................................18
RESPONSIBILITY OF THE MANAGING MEMBER AND THE
INVESTMENT MANAGER.........................................................................................................21
CONFLICTS OF INTEREST........................................................................................................22
FEES, EXPENSES AND THE PERFORMANCE ALLOCATION.............................................25
VALUATION OF THE FUNDS ASSETS ..................................................................................26
REDEMPTIONS............................................................................................................................28
THE LIMITED LIABILITY COMPANY AGREEMENT ...........................................................30
INCOME TAX CONSIDERATIONS ...........................................................................................32
INVESTMENT REQUIREMENTS ..............................................................................................39
PRIVATE PLACEMENT..............................................................................................................40
ADDITIONAL INFORMATION..................................................................................................41
Exhibits
A - Form of Limited Liability Company Agreement
B - Form of Subscription Documents
iii
SUMMARY
The following is a summary of this Memorandum. This Memorandum contains more detailed
information under the captions referred to below, and this summary is qualified in its entirety by the
information appearing elsewhere in this Memorandum. Terms which are used but are not defined in this
Memorandum shall have the same meanings set forth in the Limited Liability Company Agreement
attached hereto as Exhibit A (the LLC Agreement).
The Fund
Fund
(COMPANY NAME)Fund, LLC (the Fund) was organized as a limited

liability company on [DATE] under the Delaware Limited Liability Company
Act. The Funds businesses address is [Address and Telephone].
Managing Member &

Investment Manager
( COMPANY NAME) LLC, the managing member of the Fund, is a Delaware

limited liability company organized on [DATE] (the Managing Member).
The Managing Member has unfettered authority to manage the Funds
activities. The Managing Member has delegated to ( COMPANY NAME) , a
Delaware limited liability company organized on [DATE] and an affiliate of the
Managing Member, the responsibility as investment manager to manage the
assets of the Fund (the Investment Manager) pursuant to an investment
management agreement (the Investment Management Agreement). The
Managing Members and the Investment Managers address and telephone
numbers are the same as those of the Fund.
( Name) and ( Name) are the individuals responsible for management of the
Managing Member and the Investment Manager.
Investment Objective and

Business of the Fund
The Funds investment objective is to achieve superior capital appreciation by

investing its assets with investment managers (Managers) of registered
investment companies (i.e. mutual funds) and exchange traded funds (ETFs),
and by utilizing hedging strategies which the Investment Manager implements
from time to time to protect down side risks and to mitigate volatility of the
portfolio. Initially, the Investment Manager anticipates allocating the Funds
assets to approximately 4-6 Managers that employ diversified investment
strategies, including, but not limited to, small cap growth, small cap value,
medium cap growth, medium cap value, large cap growth and large cap value
and trading strategies involving derivatives and hybrid instruments. These
allocations may be made in two ways: directly through brokerage accounts
pursuant to discretionary investment management agreements with Managers
(Managed Accounts); and indirectly, by purchasing shares or interests in
registered investment companies, ETFs and other investment funds managed by
Managers (together with the Managed Accounts, the Investment Vehicles).
The Investment Managers current intention is to invest substantially all of the
Funds assets in Investment Vehicles.
Although the Investment Manager intends to achieve the Funds investment
objective primarily by investing in Investment Vehicles, the Fund, on occasion,
may trade, buy, sell, and otherwise acquire, hold, dispose of, and deal in,
directly or indirectly through its investment in Investment Vehicles, on margin
or otherwise, (i) U.S. and non-U.S. equity and equity-related securities
iv
(publicly-traded and privately offered, listed and unlisted), including, but not
limited to, convertible debt securities, preferred stocks and their related
common stocks, new issues, U.S. Treasury securities and indices, (ii) U.S.
and non-U.S. bonds and other fixed income securities and debt obligations,
government securities, mortgage-backed securities, bank debts, money market
obligations, distressed equity, high yield securities, (iii) derivatives instruments
such as, without limitation, options, warrants and forward contracts, and (iv)
such other instruments, rights, and interests as determined by the Investment
Manager or the Managers, as applicable (hereinafter referred to collectively as
Financial Instruments).
The Fund may maintain assets in cash, short-term securities, money market
instruments and such other similar instruments to meet the expense needs of the
Fund and/or to fund redemptions or for such other reasons as may be
determined by the Managing Member or the Investment Manager.
The foregoing outline of the Funds investment strategy represents the
Investment Managers present intentions in view of current market conditions
and other factors. The Investment Manager may vary the foregoing investment
objectives and guidelines to the extent it determines that doing so will be in the
best interest of the Fund. There is no assurance that the Funds investment
objectives will be achieved, and results may vary substantially over time. Any
investment strategy pursued for the Fund is in the absolute and sole discretion
of the Investment Manager.
Master Fund
The Investment Manager reserves the right to pursue the Fund's investment
objective either by directly investing the Fund's assets or by causing all or part
of the Fund's assets to be invested in a centralized investment vehicle
commonly known as a "master fund" (the Fund being a "feeder fund"). Such
master fund would invest and reinvest assets of the Fund, together with assets of
other similar entities, following the same investment strategy described herein.
Administrator
[NAME] (the Administrator) has been retained by the Fund to assist the
Managing Member with the Funds administrative matters.
The
Administrators [address, telephone number, facsimile number ].
Brokerage Arrangements; The Fund will enter into brokerage arrangements (including prime brokerage
arrangements) with one or more financial institutions, including any brokers,
Custodian
dealers, custodians or other institutions (collectively, the Brokers) through
which the Fund effects transactions with regard to any direct investments in
Financial Instruments. The Fund may modify its brokerage arrangements at any
time without notice to or consent from the Members, including, without
limitation, by retaining additional Brokers or terminating its relationship with
current Brokers. Portfolio transactions are executed by Brokers selected on
behalf of the Fund on the basis of their ability to effect prompt and efficient
executions at competitive rates. The Managers generally are responsible for
selecting the Brokers for the portion of the Funds assets under their
management. The Managers may select Brokers on the basis that the Brokers
may provide soft dollar benefits to the Managers, their affiliates and/or other
investment accounts under their management; however, neither the Managing

Member, the Investment Manager nor their affiliates will receive any soft
dollar benefits.
Risks
The Fund is a relatively new entity with a limited operating history. An

investment in the Fund is speculative and involves substantial risks, including
the risk of loss of an investors entire investment. These risks also include, but
are not limited to, the speculative nature of trading and investing in Financial
Instruments, the substantial charges which the Fund will incur, regardless of
whether any profits are earned and the actual and potential conflicts of interest
in the structure and operation of the Funds business. Past performance of the
Fund, Managing Member, the Investment Manager, their principals, and their
affiliates or of any investment vehicles advised by them is no guarantee of
performance results of the Fund. See Risk Factors and Conflicts of Interest.
The Offering
Securities Offered
The Fund is offering limited liability company interests (Interests) on a

private placement basis to investors who satisfy the suitability standards
described below. Since the Fund may invest in new issues, directly or
indirectly, the allocation of new issue profits, losses and expenses will be
limited to those Members that are not restricted persons. See Risk Factors-Newly Issued Securities.
Accepted subscribers will be admitted to the Fund as members (Members) as
of the first Business Day following the end of the month in which the Fund
receives and accepts such investors capital contributions and executed
subscription documents in the form attached hereto as Exhibit B (the
Subscription Documents), or at such other times as the Managing Member,
in its sole discretion, shall determine.
The Managing Member may designate certain Members (including
knowledgeable employees, affiliates and relatives of the principals of the
Investment Manager or the Managing Member) as Special Members, having
interests with different rights and obligations from the Interests offered hereby.
Minimum Subscription
The minimum initial subscription is [Amount] per subscriber, or such lesser

amounts as the Managing Member, in its sole discretion, may permit. Existing
Members may subscribe for additional amounts with a minimum subscription of
[Amount], or such lesser amounts as the Managing Member, in its sole
discretion, may permit. Any subscriptions for Interests may be accepted or
rejected, in whole or in part, in the sole discretion of the Managing Member.
All subscriptions for Interests are irrevocable, unless determined otherwise by
the Managing Member.
vi
Eligible Investors
This offering is designed for sophisticated investors that satisfy the

requirements of Regulation D promulgated under the Securities Act of 1933, as
amended (the 1933 Act). An investment in the Fund generally is not suitable
for non-U.S. persons or U.S. tax-exempt investors. Only persons who have a
pre-existing relationship with the Managing Member, the Investment Manager
or their principals, employees or representatives, and are (i) accredited
investors as defined in Rule 501 of Regulation D under the 1933 Act, (ii)
qualified clients as defined in Rule 205-3 adopted under the Advisers Act,
and (iii) knowledgeable and experienced in financial and business matters such
that they are capable of evaluating the merits and risks of an investment in the
Fund, will be permitted to invest in the Fund.
An investment in the Fund should not be made by any investor who (i) cannot
afford a total loss of their investment and (ii) has not (either alone or in
conjunction with a financial advisor) carefully read or does not understand, this
Memorandum and the LLC Agreement.
The Offering
The Fund will accept subscriptions at the end of each month effective for
investment on the first Business Day of the next succeeding month and at such
additional times as the Managing Member, in its sole discretion, may permit
(each a Closing Date).
Each capital contribution by a Member will be treated as the acquisition of a
new Interest and will not be aggregated with that Members existing Interest(s).
Each Interest therefore will be treated separately for purposes of calculating
fees, allocations and expenses.
Subscription Procedure
In order to purchase an Interest, a subscriber must (i) complete, execute and

deliver the Subscription Documents and (ii) pay the full amount of the
subscription by arranging for a wire transfer, both in accordance with the
instructions in the Subscription Documents.
In general, the Fund must receive the Subscription Documents and the
subscription amount no later than four Business Days prior to the Closing Date
on which the subscription is intended to be accepted by the Fund. If the Fund
receives Subscription Documents or the subscription amount later than four
Business Days prior to the Closing Date, unless the Managing Member, in its
sole discretion, waives the untimeliness of such subscription, such subscription
will be held until the next Closing Date that immediately follows the date of
receipt of such subscription, at which time such subscription will be considered
for acceptance by the Fund. Interest earned on subscriptions will be treated as
interest earned by the Fund on the applicable Closing Date.
Fees, Expenses and the Performance Allocation

Management Fee
The Investment Manager receives a monthly management fee, in arrears, from

the Fund equal to 1/12th of 1% of the month-end Net Asset Value of the Fund
(1% per annum) (the Management Fee). Payment of the Management Fee is
due as of the last Business Day of each calendar month and is payable by the
vii
Fund as soon as practicable thereafter.

For purposes of calculating the Management Fee, Net Asset Value includes (i)
the accrued Performance Allocation (as defined below), if any, (ii) the
Management Fee payable or incurred by the Fund and (iii) any distributions or
redemption amounts paid during the applicable month in which the
Management Fee is calculated. The Management Fee is adjusted for Interests
held by Special Members.
Net Asset Value is defined under Valuation of the Funds Assets.
Performance Allocation
The Managing Member receives a special allocation to its capital account in the
Fund, credited at the end of each calendar year, equal to 20% of the New Net
Profit (as defined under Fees, Expenses and the Performance Allocation)
allocable to each Interest (other than Interests held by Special Members) (the
Performance Allocation). The Performance Allocation will be calculated
separately for each Interest, will be net of all fees and expenses, including the
Management Fee, and will be subject to a high water mark since a
Performance Allocation was last due with respect to that Interest. A
Performance Allocation will be made provisionally at the end of each month
and will be recouped on account of net losses occurring in that same year after
provisional Performance Allocations are made. The Performance Allocation
due to the Managing Member shall not be affected by subsequent losses
experienced by the Fund or any Member.
The Performance Allocation will vest at the end of each calendar year. In the
event that the effective date of a Members full or partial redemption is not the
last day of a calendar year, the Performance Allocation attributable to amounts
redeemed from such Members capital account will be determined for the
period from the beginning of that year through the Redemption Date (as defined
below).
Managers Fees
By virtue of its investments with different Managers, the Fund will pay its share
of all fees and expenses charged by those Managers, which will result in the
layering of fees and expenses.
Managers are compensated or receive allocations on terms that may include
fixed and/or performance-based fees or allocations. Generally, management
fees, if applicable, range from 1% to 2% (annualized) of the average value of
the Fund's investment, and performance fees or allocations, if applicable, range
from 20% to 25% of the capital appreciation in the Fund's investment for the
year.
The Fund may negotiate reduced fees and/or allocations with certain Managers.
Any such reductions will inure to the benefit of the Fund.
Organizational and Initial

Offering Expenses
The Funds organizational and initial offering costs and expenses are expected
to total approximately [Amount]. For financial accounting purposes, the Fund
is amortizing those expenses over a 60-month period commencing [Date]. The
Fund believes that amortizing the organizational expenses is more equitable
viii
Operating Expenses
Placement Fees
than requiring the initial investors in the Fund to bear the initial costs of the
Fund.
The Fund pays all of its ordinary and extraordinary expenses including, but not
limited to, legal, bookkeeping, accounting, auditing, recordkeeping,
administration, and clerical expenses (including expenses incurred in preparing
reports and tax information to Members and regulatory authorities), printing
expenses, brokerage fees and commissions, operational and investment-related
expenses, the expenses of the offering of Interests and filing fees, investmentresearch, travel and marketing expenses, insurance and such other related
expenses and extraordinary expenses (including indemnification) as incurred
and its pro rata share of the Investment Vehicles fees and expenses.
Properly registered selling agents engaged on behalf of the Fund may, with the
consent of the applicable subscribing Member introduced to the Fund by that
selling agent, receive a selling agent fee from that Members subscription
amount. The Fund will not receive any portion of the selling agents fees.
Operation of the Fund
Redemption of Interests
Subject to certain restrictions, a Member may, upon at least 45 days prior

written notice to the Managing Member, redeem all or part of its Interest(s) as
of the last Business Day of a calendar quarter, or at such other times and upon
such conditions as the Managing Member, in its sole discretion, shall determine
(each, a Redemption Date). A Member that redeems all or any portion of its
Interest(s) prior to having held such Interest(s) for a full twelve months will be
subject to a redemption fee equal to 2% of the actual aggregate redemption
proceeds, which redemption fee will be treated as additional income to the
Fund. Redemption fees and related expenses incurred by the Fund with respect
to its investments in Investment Vehicles will be allocated to the Member that
caused the Fund to incur such redemption fees.
Moreover, some or all of the Investment Vehicles may require maintenance of
investment minimums and/or have holding periods and/or other redemption
provisions more restrictive than those of the Fund. Under such circumstances
and other extraordinary circumstances (e.g., a delay in payments from one or
more Investment Vehicles or Managed Accounts, significant administrative
hardship), the Fund may delay payment of redemption amounts representing the
portion of the Funds assets that are the subject of such delay or, at the
Managing Members discretion, may distribute assets in-kind in partial or in full
satisfaction of the redemption price or suspend redemption rights or redemption
payments in whole or in part. The Managing Member may expressly waive or
modify any or all redemption restrictions, redemption fees and notice
requirements. See Valuation of the Funds Assets and Redemptions.
Compulsory Redemptions
Freezing Redemptions
The Managing Member, in its sole discretion, may at any time require any
Member to redeem all or a portion of its Interest(s) from the Fund upon at least
48 hours prior written notice. The Redemption Date in such event shall be
the date specified in such notice.
If the Fund reasonably believes that a Member is a prohibited investor (as
ix
such term is defined in the Subscription Documents) or has otherwise breached

its representations and warranties, the Fund may be obligated to freeze its
investment, either by prohibiting additional investments, declining or delaying
any requests for redemption and/or segregating the assets constituting the
investment in accordance with applicable regulations, or its investment may
immediately be compulsorily redeemed.
Distributions
Although earnings are normally reinvested, distributions may be made at the

sole discretion of the Managing Member. Each Member nevertheless will be
required to report its share of taxable income for federal income tax purposes.
Any distribution to a Member shall be made in cash to the extent reasonably
practicable but may, in the sole discretion of the Managing Member, be made in
assets in-kind, in whole or in part, pro rata or non-pro rata, in lieu of cash. No
Member shall have the right to receive distributions in property other than cash.
Regulatory Matters
The Fund is not presently, and does not intend in the future to become,
registered as an investment company under the Investment Company Act of
1940, as amended (the 1940 Act), in reliance on Section 3(c)(1) thereof and
the Investment Manager is not presently registered as an investment adviser.
Release of Confidential Applicable anti-money laundering rules provide that the Fund, the
Administrator, the Managing Member and/or the Investment Manager may
Information
voluntarily release confidential information about Members and, if applicable,
about the beneficial owners of Members, to regulatory or law enforcement
authorities if they determine to do so in their sole discretion.
Reports
The Fund will provide Members with monthly performance reports, quarterly
Net Asset Value statements and annual audited reports, the latter with audited
financial statements.
Fiscal Year
The Funds fiscal year ends on the 31st day of December of each year. The first
fiscal year end for which audited financial statements will be prepared will be
[Date]
Business Day
A Business Day is a day (other than a Saturday or Sunday) on which banks

and relevant financial markets are open for business in New York.
Privacy Notice
Any and all nonpublic personal information received by the Fund and/or the
Investment Manager with respect to the Shareholders that are natural persons,
including the information provided to the Fund by a Shareholder in the
subscription documents, will not be shared with nonaffiliated third parties that
are not service providers to the Fund and/or the Investment Manager without
prior notice to such Shareholders. Such service providers include but are not
limited to the auditors, the Administrator and the legal advisors of the Fund.
Additionally, the Fund, the Administrator and/or the Investment Manager may
disclose such nonpublic personal information as required by law. The Privacy
Policy is attached as Appendix I to the Subscription Documents.
Counsel
[NAME] acts as counsel to the Fund, the Managing Member and the Investment
Manager.
Income Tax
Considerations
A prospective investor is responsible for, and should consider carefully, all of

the potential tax consequences of an investment in the Interests and should
consult with its tax advisor before subscribing for the Interests. Tax-exempt
entities, including those governed by ERISA (as defined herein), that invest in
the Fund may be exposed to unrelated business taxable income, notwithstanding
their otherwise tax-exempt status, depending upon the Funds or such investors
use of margin or other leverage. For a discussion of certain income tax
consequences of this investment, see Income Tax Considerations.
Certain ERISA
Considerations
Investment in the Fund generally will be open to employee benefit plans and
other funds subject to ERISA and/or Section 4975 of the Code (as defined
herein). Except as described below under "Risk Factors - Compliance with
ERISA Transfer Restrictions", the Managing Member intends to use
commercially reasonable efforts to cause "benefit plan investors" not to own a
significant portion of any class of equity interests in the Fund, so that the assets
of the Fund should not be considered "plan assets" for purposes of ERISA and
Section 4975 of the Code, although there can be no assurance that non "plan
asset" status will be obtained or maintained. Prospective purchasers and
subsequent transferees of Interests in the Fund may be required to make certain
representations regarding compliance with ERISA and Section 4975 of the
Code. See "Certain ERISA Considerations".
EACH PROSPECTIVE INVESTOR THAT IS SUBJECT TO ERISA
AND/OR SECTION 4975 OF THE CODE IS ADVISED TO CONSULT
WITH ITS OWN LEGAL, TAX AND ERISA ADVISERS AS TO THE
CONSEQUENCES OF AN INVESTMENT IN THE FUND.
Auditor
The Fund has retained [NAME] as its auditor.
Additional Information
Interested investors are invited to meet with representatives of the Fund for a
further explanation of the terms and conditions of this offering. Upon request,
to the extent that the Fund possesses additional non-proprietary information or
can acquire it without unreasonable effort or expense, the Fund will provide any
such additional non-proprietary information, including prior performance
information. Requests for such information should be directed to the Fund at
the address and telephone number shown above under the caption The Fund.
This Memorandum is important and should be read in its entirety, along with all
exhibits, before an investor decides whether to subscribe for an Interest in the
Fund. Each investor should consult with its financial, legal or tax advisors, as
needed, before making an investment decision.
Use of This Memorandum
xi
THE MANAGING MEMBER AND THE INVESTMENT MANAGER
( COMPANY NAME), LLC, a Delaware limited liability company organized on (DATE) (the
Managing Member), is the managing member of the Fund and in such capacity is responsible for the
day-to-day management of the Funds affairs. The Managing Member has delegated to ( COMPANY
NAME) , a Delaware limited liability company organized on [DATE]and an affiliate of the Managing
Member, the responsibility as investment manager to manage the assets of the Fund (the Investment
Manager) pursuant to an investment management agreement (the Investment Management
Agreement).
( COMPANY NAME) is the Managing Member and the Investment Manager. ( Name) and (
Name) are the individuals responsible for management of the Managing Member and the Investment
Manager.
( Name). ( Name) is the founder and Managing Partner of ( COMPANY NAME) which
commenced operations in [DATE]. ( COMPANY NAME) provides money management services to
accredited and institutional investors. ADD BIO
( Name). ( Name) is a Managing Partner of ( COMPANY NAME) ADD BIO
The Investment Management Agreement. Pursuant to the terms of the Investment Management
Agreement, the Investment Manager has agreed, inter alia, to manage and invest the Funds assets. The
Investment Management Agreement provides that the Investment Manager shall not be liable to the Fund
or its Members for any error of judgement or for any loss suffered by the Fund or its Members in
connection with its services in the absence of gross negligence, fraud or willful misconduct in the
performance or non-performance of its obligations or duties. The Investment Management Agreement
contains provisions for the indemnification of the Investment Manager by the Fund against liabilities to
third parties arising in connection with the performance of its services, except under certain circumstances
specified as per the Investment Management Agreement.
The Investment Management Agreement has an initial term expiring on [DATE] and thereafter it
will be automatically renewed for successive one-year periods, subject to termination (i) by either party in
the event of the other party's willful default or fraudulent conduct in connection with the performance of
the Investment Management Agreement or (ii) by either party at anytime upon not less than ninety (90)
days' prior written notice.
INVESTMENT OBJECTIVE AND STRATEGY
Investment Strategy
The Funds investment objective is to achieve superior capital appreciation by investing its assets
with investment managers (Managers) of registered investment companies (i.e., mutual funds) and
exchange traded funds (ETFs), and by utilizing hedging strategies which the Investment Manager
implements from time to time to protect down side risks and to mitigate volatility of the portfolio.
Initially, the Investment Manager anticipates allocating the Funds assets to approximately 4-6 Managers
that employ diversified investment strategies, including, but not limited to, small cap growth, small cap
value, medium cap growth, medium cap value, large cap growth and large cap value and trading strategies
involving derivatives and hybrid instruments. These allocations may be made in two ways: directly
through brokerage accounts pursuant to discretionary investment management agreements with Managers
(Managed Accounts); and indirectly, by purchasing shares or interests in registered investment
companies, ETFs and other investment funds managed by Managers (Investment Vehicles). The
Investment Managers current intention is to invest substantially all of the Funds assets in Investment
Vehicles, although the Fund is also permitted to make direct investments in Financial Instruments as
previously defined.
The Fund aims to:
Seek superior risk-adjusted rate of return, while maintaining a lower volatility by allocating
the Funds assets among a variety of different Managers with different investment strategies
and by employing hedging strategies to protect down side risks;
Preserve capital by attempting to achieve consistent returns with a lower level of risk; and
Maintain low correlation with major stock and bond indices.
The Investment Managers investment process is a multi-faceted process that involves a number
of steps starting with Manager identification and ending with portfolio construction and implementing
hedging strategies and Manager monitoring. Ultimately, the success of the investment process rests on
the ability to successfully identify superior investment and trading talent as well as to develop efficient
hedging strategies from time to time. The Investment Manager relies on both quantitative and qualitative
factors to source Managers.
On the quantitative side, the Investment Manager uses its own database to analyze Managers
historical performances, risk profile and other statistical data. On the qualitative side, the Investment
Manager will conduct a thorough due diligence review that considers a potential Managers portfolio
management experience, depth of management team, and adherence to compliance. Significant time will
be spent conducting on-site due diligence, attending conferences, and examining a potential Managers
organizational infrastructure. Manager performance will be monitored closely following each allocation
by the Fund. Due to the fact that markets change, strategies change, and Manager personnel change, the
Investment Manager believes the continual monitoring and evaluation of Managers is essential.
The Investment Manger conducts research work from time to time to find out and develop
suitable hedging strategies for the Fund by utilize quantitative tools and seeking professional advice if
necessary.
In an effort to create a portfolio that delivers superior capital appreciation while controlling risk,
the Investment Manager believes it is important that no single Manager, style or strategy causes the
Funds entire portfolio undue distress. With this in mind, the Investment Manager will attempt to seek
diversification across Managers, styles and strategies. The Investment Manager may liquidate the Funds
assets from a particular Manager for many reasons, including: a) style drift; b) unfavorable market
outlook for the strategy; c) performance; d) change in leverage; e) change in personnel; or f) inadequate
disclosure.
The Fund may maintain assets in cash, short-term securities, money market instruments and such
other similar instruments to meet the expense needs of the Fund and/or to fund redemptions or for such
other reasons as may be determined by the Managing Member and the Investment Manager. In addition,
the Investment Manager at times and from time to time may elect to leverage the Funds assets through
borrowings and/or derivative instruments. See Investment Objective and Strategy- Leverage, Borrowing
and Lending below.
Advantages of the Funds Multi-Manager Investment Structure in long side of portfolio. The
Funds use of multiple Managers to conduct its trading is designed to provide investors with a diversified
investment portfolio, as well as to enable investors to obtain above-average returns over a market cycle.
In addition, the use of various Managers will afford Members:
Investment Diversification. An investor who is not prepared to spend substantial time

investing in and trading various Financial Instruments nevertheless may participate in
these markets through the Fund, thereby obtaining diversification. The Managing
Member believes that the profit potential of the Fund does not depend upon favorable
general economic conditions, and that the Fund is as likely to be profitable during periods
of declining stock, bond, and real estate markets as at any other time; conversely, the
Fund may be unprofitable (as well as profitable) during periods of generally favorable
economic conditions.
Limited Liability. Unlike an individual who invests directly in Financial Instruments, a

Member cannot be subjected individually to margin calls and cannot lose more than the
amount of his unredeemed capital contribution, his share of undistributed profits, if any,
and under certain circumstances, any distributions and amounts received upon
redemption of Interests and interest thereon.
Professional Investment Management. Investment and trading decisions for the Fund are
made by the Managers, who have different investment styles and philosophies and who
are selected by the Investment Manager. The Investment Managers program generally is
not available for investments outside the Fund. The Managers have high investment
minimums and limited access, and are not accessible with the amounts invested by
Members in the Fund.
Administrative Convenience. The Fund is structured to provide Members with numerous

services designed to alleviate the administrative details involved in engaging directly in
Financial Instrument trading, including monthly, quarterly and annual reports (showing,
among other things, the Members Net Asset Value in the Fund, trading profits or losses,
and expenses) and all tax information relating to the Fund necessary for Members to
complete their income tax returns.
*
The foregoing outline of the Funds investment strategy represents the Investment Managers
present intentions in view of current market conditions and other factors. The Investment Manager may
vary the foregoing investment objectives and guidelines to the extent it determines that doing so will be in
the best interest of the Fund. There is no assurance that the Funds investment objectives will be
achieved, and results may vary substantially over time. Any investment strategy pursued for the Fund is
in the sole discretion of the Investment Manager.
Prospective investors must not consider the present or proposed allocation of the Funds assets
among the Managers to have been, or expect future allocations to be, determined in any scientific or
precise manner. Such decisions will be made in the Investment Managers sole discretion, and
prospective investors must not rely on the Investment Manager considering any specific factors in
arriving at any such decision.
Leverage, Borrowing and Lending
The Investment Manager at times and from time to time may elect to leverage the Funds assets
through borrowing and/or derivative instruments. In addition, the Fund is authorized to borrow in order to
fund redemption requests and for the payment of fees, expenses and other short term Fund obligations.
Investment Vehicles frequently may borrow in an attempt to enhance returns. There are no restrictions on
the Funds borrowing capacity other than limitations imposed by lenders and any applicable credit
regulations. Loans generally may be obtained from securities brokers and dealers or from other financial
institutions; securities or other assets of the Fund pledged to such brokers will be used to secure such
loans. Loans of cash or securities may also be made from or to other investment companies on such terms
as are commercially reasonable, including without limitation, from or to investment companies similar to
the Investment Vehicles.
THERE CAN BE NO ASSURANCE THAT THE FUNDS PERFORMANCE GOALS WILL
BE REALIZED. THE SUCCESS OF THE FUND DEPENDS TO A GREAT EXTENT ON THE
ABILITY OF THE INVESTMENT MANAGER TO SELECT MANAGERS, NOT ON THE SPECIFIC
IDENTITIES OF THE MANAGERS THEMSELVES OR THE PERFORMANCE OF ANY
PARTICULAR MANAGER. THE IDENTITIES OF MANAGERS AND THE PROPORTION OF
ASSETS ALLOCATED TO THEM ARE THE PROPRIETARY INFORMATION OF THE FUND.
MANAGERS SELECTED FOR THE FUND WILL CHANGE FROM TIME TO TIME.
ADMINISTRATOR
Administrator has been retained by the Fund to assist the Managing Member with the Funds
administrative matters. The Administrator, formed in [DATE], provides accounting/reporting and system
services to investment partnerships and securities broker-dealers. The Administrator services more than
[Number] entities monthly, comprising more than [NUMBER] investment partnerships and offshore
funds, and [NUMBER] securities broker-dealers.
Pursuant to an administration agreement between the Administrator and the Fund (the
Administration Agreement), the Administrator is responsible for, among other things, (i) keeping the
accounts of the Fund and such financial books and records as are required by law or otherwise for the
proper conduct of the financial affairs of the Fund; (ii) preparing the monthly and annual financial
statements of the Fund; and (iii) assisting the auditors with preparation of the annual audit of the Fund.
The Administration Agreement provides that, in the absence of the Administrators gross negligence,
willful misconduct, breach of fiduciary duty, or reckless disregard of its duties, the Administrator will not
be liable for any act or omission performed or omitted by it in the course of, or in connection with, its
rendering of services to the Fund, and will be appropriately indemnified for any losses it may incur in
doing so. The Administration Agreement may be terminated by the Administrator or by the Fund upon at
least 60 days prior written notice. The Administrator is not an organizer or a promoter of the Fund.
BROKERAGE ARRANGEMENTS; CUSTODIAN
The Fund will enter into brokerage arrangements with Brokers with regard to any direct
investments in Financial Instruments. The Fund may modify its brokerage arrangements at any time
without notice to or consent from the Members. Portfolio transactions are executed by brokers and
dealers selected on behalf of the Fund on the basis of their ability to effect prompt and efficient
executions at competitive rates.
With respect to investments in Investment Vehicles, in general, each Manager is responsible for
selecting a Broker or Brokers for the portion of the Funds assets under its management. The Managers,
and their affiliates and any of its or their partners, members, managers, officers, directors, employees, or
other applicable representatives and their respective successors, transferees and assigns (collectively, the
Managers Group), are each authorized to utilize different Brokers for each Financial Instrument
transaction. In selecting Brokers to execute transactions, the members of the Managers Group need not
solicit competitive bids and do not have an obligation to seek the lowest available commission cost. It is
not the Managers Group practice to negotiate execution only commission rates; thus, the Fund may be
deemed to be paying for other products and services provided by the Broker which are included in the
commission rate. Brokers will be selected generally on the basis of best execution, which will be
determined by taking into account, among other things, commission rates (and other transactional
charges), the Brokers financial strength, stability and responsibility, reputation, reliability,
responsiveness to the members of the Managers Group, and accuracy of recommendations on particular
Financial Instruments, ability to execute trades, block trading and block positioning capabilities, nature
and frequency of sales coverage, net price, depth of available services, arbitrage operations, bond
capability and option operations, the availability of stocks to borrow for short trades, willingness to
execute related or unrelated difficult transactions in the future, order of call, back office, processing and
special execution capabilities, efficiency of execution and error resolution.
In selecting Brokers, the members of the Managers Group (other than the Investment Manager)
may also take into account the value of the following products and/or services (whether or not for
research purposes, in whole or in part), either provided by the Broker, or paid for by the Broker (either by
direct or reimbursement payments (in whatever form) or by commissions, mark-ups or credits or by any
other means) to be provided by others (collectively, Products and Services). Products or Services may
be in any form (e.g., written, oral or on-line) and may include research products or services; clearance;
settlement; on-line pricing and financial information; access to computerized data regarding clients
accounts; performance measurement data and services; consultations; economic and market information;
portfolio strategy advice; market, economic and financial data; statistical information; data on pricing and
availability of securities; publications (including periodicals, magazines and newspapers); electronic
market quotations; charges on borrowed funds; travel expenses; internet service; printing and duplicating
services; conferences; document retrieval services; marketing services; analyses concerning specific
securities, companies, governments or sectors; market, economic, political and financial studies and
forecasts; industry and company comments; technical data, recommendations and general reports;
quotation services; referrals of prospective investors and any related finders fees; custody; brokerage;
recordkeeping, bookkeeping and similar services; office space, furniture, utilities, and facilities; computer
databases; newswire and data processing equipment, quotation equipment, accounting, auditing and legal
services, and, to the extent related in any way to any of the foregoing: service contracts, repairs,
replacement parts, consultants, connections, and software.
The members of the Mangers Group will not adhere to any rigid formulae in making the selection
of Brokers, but will weigh a combination of the preceding criteria. The members of the Managers Group
may use Products and Services in servicing some or all of their clients and the clients of their affiliates. In
addition, some Products and Services may not necessarily be used by the Fund, but may benefit other
clients of the Managing Member, the Investment Manager or any Manager) even though its commission
dollars may have provided for the Products and Services. The Fund, therefore, may not, in a particular
instance, be the direct or indirect beneficiary of the Products or Services provided.
Each Member will acknowledge and agree to the use of Products and Services by the Managers
Group as set forth above (even if such use does not meet the safe harbor of Section 28(e) under the
Securities Exchange Act of 1934, as amended) by signing the Subscription Documents.
The members of the Managers Group may, but are not required to, aggregate sale and purchase
orders of Financial Instruments with similar orders being made simultaneously for other accounts or
entities, including affiliates, if, in their reasonable judgment, such aggregation is reasonably likely to
result in an overall economic benefit to the specific account under management based on an evaluation
that the account will be benefited by relatively better purchase or sale prices, lower commission expenses
or beneficial timing of transactions, or a combination of these and other factors. In many instances, the
purchase or sale of Financial Instruments will be effected simultaneously with the purchase or sale of like
Financial Instruments for other accounts or entities. Such transactions may be made at slightly different
prices, due to the volume of Financial Instruments purchased or sold. In such event, the average price of
all Financial Instruments purchased or sold in such transactions may be determined by the members of the
Managers Group in their sole discretion.
RISK FACTORS
There is a high degree of risk associated with the purchase of Interests of the Fund, and any
such purchase should only be made after consultation with independent qualified sources of
investment, legal and tax advice. No one should consider subscribing for more than it can comfortably
afford to lose.
The identification of attractive investment opportunities is difficult and involves a significant
degree of uncertainty. Returns generated from the Funds investments may not adequately compensate
Members for the business and financial risks assumed. Although the Investment Managers allocation
methodology seeks to minimize some of the risks and volatility associated with investing in Financial
Instruments, there can be no assurance that the Investment Manager will be successful in doing so and,
accordingly, the Fund will be subject to those market risks common to investing in all types of Financial
Instruments, including market volatility. Prospective subscribers should consider the following risks
before subscribing for an Interest.
Business and Trading Risks
Dependence on the Investment Manager. Although the Investment Manager may make direct
investments, by primarily investing in Investment Vehicles the Investment Manager will be relying on the
Managers to make most of the trading decisions on behalf of the Fund. Members will not have the
opportunity to evaluate fully for themselves the relevant economic, financial and other information
regarding the Investment Vehicles investments. Members will be dependent on the Investment
Managers judgment and ability to allocate the Funds assets among the Managers. There is no assurance
that the Investment Manager will be successful. Accordingly, no person should purchase an Interest
unless it is willing to entrust all aspects of the investment management activities of the Fund to the
Investment Manager.
Investment and Trading Risks; In General. Whether acquired directly by the Investment
Manager or by the Managers, all Financial Instrument investments present a risk of loss of capital. Such
investments are subject to investment-specific price fluctuations as well as to macro-economic, market
and industry-specific conditions, including but not limited to national and international economic
conditions, domestic and international financial policies and performance, conditions affecting particular
investments such as the financial viability, sales and product lines of corporate issuers, national and
international politics and governmental events, and changes in income tax laws. Moreover, the
Investment Manager and/or the Managers may have only a limited ability to vary their investment
portfolios in response to changing economic, financial and investment conditions. The Investment
Managers and/or the Managers respective investment programs may utilize a wide variety of investment
techniques, including limited diversification, margin transactions, short sales, and forward contracts and
other derivative transactions, which practices can, in certain circumstances, substantially increase the
adverse impact to which the Fund directly, or through its investment in Investment Vehicles, may be
subject. No guarantee or representation is made that the Investment Vehicles, the Managers or the
Investment Manager will be successful. The market price of Financial Instruments may go up or down,
sometimes unpredictably.
Trading is Speculative and Volatile. Financial Instrument prices are highly volatile. Price
movements for Financial Instruments are influenced by, among other things, changing supply and demand
relationships, weather, agricultural, trade, fiscal, monetary, and exchange control programs and policies of
governments, U.S. and foreign political and economic events and policies, changes in national and
international interest rates and rates of inflation, currency devaluations and revaluations, and sentiments
of the marketplace. No assurance can be given that the Investment Vehicles or the Fund will be profitable
or that they will not incur substantial losses.
Derivative Instruments in General. The Investment Manager, directly or through its investment
with Managers, may use various derivative instruments, including options, forward contracts, swaps and
other derivatives which may be volatile and speculative. Certain positions may be subject to wide and
sudden fluctuations in market value, with a resulting fluctuation in the amount of profits and losses. Use
of derivative instruments presents various risks, including the following:
Tracking When used for hedging purposes, an imperfect or variable degree of
correlation between price movements of the derivative instrument and the underlying
investment sought to be hedged may prevent a Manager or the Investment Manager from
achieving the intended hedging effect or expose the Investment Vehicle and/or the Fund
to the risk of loss.
Liquidity Derivative instruments, especially when traded in large amounts, may not be
liquid in all circumstances, so that in volatile markets the Investment Manager and/or a
Manager may not be able to close out a position without incurring a loss.
Leverage Trading in derivative instruments can result in large amounts of leverage.
Thus, the leverage offered by trading in derivative instruments may magnify the gains
and losses experienced by the Fund, directly or through its investment in an Investment
Vehicle, and could cause the Funds assets to be subject to wider fluctuations than would
be the case if either the Fund or the Investment Vehicle did not use the leverage feature in
derivative instruments.
Default and Counterparty Risk. Some of the markets in which the Fund and/or the Investment
Vehicles may effect transactions are over-the-counter or interdealer markets. The participants in such
markets are typically not subject to credit evaluation and regulatory oversight as are members of
exchange based markets. This exposes the Fund, directly or through its investment in Investment
Vehicles, to the risk that a counterparty will not settle a transaction in accordance with its terms and
conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a
credit or liquidity problem, thus causing the Fund, directly or through is investment in Investment
Vehicles, to suffer a loss. In addition, in the case of a default, the Fund and/or the Investment Vehicles
may become subject to adverse market movements while replacement transactions are executed. Such
counterparty risk is accentuated for contracts with longer maturities where events may intervene to
prevent settlement, or where the Fund or an Investment Vehicle has concentrated their transactions with a
single or small group of counterparties. The Investment Vehicles may not have an internal credit function
which evaluates the creditworthiness of their counterparties. Furthermore, the ability of the Investment
Vehicles to transact business with any one or number of counterparties, the lack of any meaningful and
independent evaluation of such counterparties financial capabilities and the absence of a regulated
market to facilitate settlement may increase the potential for losses by the Investment Vehicles.
Use of Leverage. A relatively small price movement in a Financial Instrument may result in
immediate and substantial losses to the investor. Thus, like other leveraged investments, any trade may
result in losses in excess of the amount invested. An Investment Vehicle may lose more than its initial
margin deposit on a trade. Also, if an Investment Vehicle is in a leveraged position, any losses would be
more pronounced than if leverage were not used and, under particularly adverse circumstances, could
exceed its respective capital.
Short Sales. A short sale involves the sale of a Financial Instrument that an Investment Vehicle
or the Fund does not own in the expectation of purchasing the same Financial Instrument (or a Financial
Instrument exchangeable therefor) at a later date at a lower price. To make delivery to the buyer, the
Investment Vehicle and/or the Fund often must borrow the Financial Instrument, and will be obligated to
return the Financial Instrument to the lender, which is accomplished by a later purchase of the Financial
Instrument by the Investment Vehicle. When an Investment Vehicle and/or the Fund makes a short sale
of a Financial Instrument on a U.S. exchange, it must leave the proceeds thereof with a Broker and it must
also deposit with a Broker an amount of cash or U.S. Government or other securities sufficient under
current margin regulations to collateralize its obligation to replace the borrowed securities that have been
sold. If short sales are effected on a foreign exchange, such transactions will be governed by local law. A
short sale involves the risk of a theoretically unlimited increase in the market price of the Financial
Instrument. The extent to which a Manager or the Investment Manager engages in short sales depends
upon its investment strategy and perception of market direction. Furthermore, an Investment Vehicle
does not necessarily have a policy limiting the amount of the capital it may deposit to collateralize its
obligations to replace borrowed Financial Instruments sold short.
Spread Trading. A part of the Investment Vehicles strategies may involve spread positions
between two or more Financial Instrument positions. To the extent the price relationships between such
positions remain constant, no gain or loss on the positions will occur. Such positions, however, do entail
a substantial risk that the price differential could change unfavorably causing a loss to the spread position.
The Investment Vehicles strategies also may involve arbitraging among two or more Financial
Instruments. This means, for example, that an Investment Vehicle may purchase (or sell) Financial
Instruments (i.e., on a current basis) and take offsetting positions in the same or related Financial
Instruments. To the extent the price relationships between such positions remain constant, no gain or loss
on the positions will occur. These offsetting positions entail substantial risk that the price differential
could change unfavorably causing a loss to the position. Moreover, the arbitrage business is extremely
competitive, and many of the major participants in the business are large investment banking firms with
substantially greater financial resources, larger research staffs and more securities traders than will be
available to the Managers. Arbitrage activity by other larger firms may tend to narrow the spread
between the price at which a Financial Instrument may be purchased by an Investment Vehicle and the
price it expects to receive upon consummation of a transaction.
Technical Trading Systems. The Managers may rely on technical trading systems. For any
technical trading system to be profitable, there must be price moves or trends either upward or
downward in some Financial Instrument that the system can track and those trends must be significant
enough to dictate entry or exit decisions. Trendless markets have occurred in the past and are likely to
recur. In addition, technical systems may be profitable for a period of time, after which the system fails to
detect correctly any future price movements. Accordingly, technical traders often modify or replace their
systems on a periodic basis. Any factor (such as increased governmental control of, or participation in,
the markets traded) that lessens the prospect of sustained price moves in the future may reduce the
likelihood that a Managers technical systems will be profitable.
Investments in Registered Investment Companies. The Fund anticipates making significant
investments with Managers of registered investment companies (i.e. mutual funds). The Fund will have
the right to buy or sell such investments in compliance with each such Investment Vehicles terms. There
is a significant possibility that a registered investment company may refuse purchases or exchanges of
securities held by the Fund in a specific fund family. Generally, registered investment companies take the
position that trading activity increases volatility in the market price of their portfolios, complicates rate of
return computations and creates other paperwork and administrative problems. In addition, in the event a
registered investment company refuses exchanges or purchases of securities held by the Fund, such
Investment Vehicle may impose a deferred sales charge and other termination charges. Such charges
would be an expense of the Fund. Additionally, a registered investment company may impose a minimum
investment period. The imposition of such period may cause the Fund to be invested in such registered
investment company during a time when the company is not performing well. All of these limitations may
have an adverse effect on the ability of the Fund to achieve its investment objective. Notwithstanding the
foregoing, in the event a registered investment company permits trading of its securities, the Fund may do
so in accordance with such registered investment companys mandates.
Risks of Exchange Traded Funds. ETF securities are traded on an exchange like shares of
common stock, and the value of ETF securities fluctuates in relation to changes in the value of the
underlying portfolio of securities. However, the market price of ETF securities may not be equivalent to
the pro rata value of the underlying portfolio of securities. ETF securities may be used to seek to increase
total return and/or to manage the Investment Vehicles exposure to market fluctuation instead of, or in
addition to, buying and selling stock. ETF securities may also be subject to the risks of an investment in a
broad-based portfolio of common stocks or to the risks of a concentrated, industry-specific investment in
common stocks, depending on the ETF. ETF securities are considered investments in registered
investment companies.
Investments in Undervalued Equity and Equity-Related Securities. The Fund, directly or
through its investment in Investment Vehicles, may invest in undervalued equity and equity-related
securities. The identification of investment opportunities in undervalued securities is a difficult task.
While investments in undervalued securities offer the opportunities for above-average capital
appreciation, these investments involve a high degree of financial risk and can result in substantial losses.
Returns generated from such investments may not adequately compensate the Fund for the business and
financial risks assumed. The Fund or an Investment Vehicle may take certain speculative investments in
securities which it believes to be undervalued; however, there are no assurances that the securities
purchased will in fact be undervalued. In addition, the Fund or an Investment Vehicle may be required to
hold such securities for a substantial period of time before realizing their anticipated value. During this
period, a portion of the Funds or an Investment Vehicles assets may be committed to the securities
purchased, thus possibly preventing an Investment Vehicle from investing in other opportunities. In
addition, the Fund or an Investment Vehicle may finance such purchases with borrowed funds and thus
will have to pay interest on such funds during such waiting period. If the Fund or an Investment Vehicle
takes long positions in stocks that decline and short positions in stocks that increase in value, then the
losses may exceed those of other portfolios that hold long positions only.
High Yield Securities. The Fund, directly or through its investment in Investment Vehicles, may
invest in high yield bonds and preferred securities which are rated in the lower rating categories by the
various credit rating agencies (or in comparable non-rated securities). Financial Instruments in the lower
rating categories are subject to greater risk of loss of principal and interest than higher-rated Financial
Instruments and are generally considered to be predominately speculative with respect to the issuers
capacity to pay interest and repay principal. They also are generally considered to be subject to greater
risk than Financial Instruments with higher ratings in the case of deterioration of general economic
conditions. Because investors generally perceive that there are greater risks associated with the lowerrated Financial Instruments, the yields and prices of such Financial Instruments may tend to fluctuate
more than those of higher-rated Financial Instruments. The market for lower-rated Financial Instruments
is thinner and less active than that for higher-rated Financial Instruments, which can adversely affect the
prices at which these Financial Instruments can be sold. In addition, adverse publicity and investor
perceptions about lower rated Financial Instruments, whether or not based on fundamental analysis, may
be a contributing factor in a decrease in the value and liquidity of such lower-rated Financial Instruments.
Investments in sovereign debt involve special risks in that in the event of default, the Funds or an
Investment Vehicles recourse against the issuer may be limited.
The Markets and Financial Instruments Traded by the Fund or the Investment Vehicles
May be Illiquid. At various times, the markets for Financial Instruments purchased or sold by the Fund
directly or through its investment in Investment Vehicles may be thin or illiquid, making purchase or
sale at desired prices or in desired quantities difficult or impossible. As part of its emergency powers, an
exchange or regulatory authority can suspend or limit trading in a particular instrument, order immediate
liquidation and settlement of a particular contract, or order that trading in a particular contract be
conducted for liquidation only. The possibility also exists that governments may intervene to stabilize or
fix exchange rates, restricting or substantially eliminating trading in the affected currencies.
10
Options Trading. An option on a Financial Instrument is a right, purchased for a certain price,
to either buy or sell the underlying Financial Instrument during or at the end of a certain period of time for
a fixed price. Although successful option trading requires many of the same skills as does successful
securities trading, the risks involved are somewhat different. For example, if the Fund or an Investment
Vehicle buys an option (either to sell or buy an underlying Financial Instrument), it will be required to
pay a premium representing the market value of the option. Unless the price of the underlying
Financial Instrument changes and it becomes profitable to exercise or offset the option before it expires,
the Fund or the Investment Vehicle may lose the entire amount of the premium. Conversely, if the Fund
or an Investment Vehicle sells an option (either to sell or buy an underlying Financial Instrument), it will
be credited with the premium but will have to deposit margin with the Fund or such Investment Vehicles
futures commission merchants due to its contingent liability to deliver or accept the underlying Financial
Instrument in the event the option is exercised. Managers who sell options are subject to the entire loss
that occurs in the underlying Financial Instrument (less any premium received). The ability to trade in or
exercise options may be restricted in the event that trading in the underlying Financial Instrument
becomes restricted.
Newly-Issued Securities. The purchase of newly issued securities involves greater risk than
securities trading in general. The prices of newly issued securities may not increase as expected and, in
fact, may decline more rapidly. Newly issued securities are sometimes referred to as new issues. A
new issue is a category of public offering of a security at a price which initially trades at a premium
(that is, higher than the public offering price) in the secondary market. While most people assume that
newly issued securities will continue to trade at a premium until they are liquidated, there is no guarantee
that this will occur. In order for the Fund to trade new issues, each investor must represent and warrant
in the Subscription Documents that it either is or is not a restricted person within the meaning of the
Conduct Rules of the NASD Inc. (NASD), and the Fund will be relying on such representations and
warranties in engaging in its business activities. Those Members who are restricted persons will not be
allocated any of the gains, losses or expenses of the Fund related to new issues.
Special Situation Investments/Distressed Companies. Certain of the Investment Vehicles
investments may involve start-up companies, companies developing new products or companies seeking
to raise additional capital for expansion. In addition, the Investment Vehicles may invest in companies
involved in bankruptcy or other reorganization and liquidation proceedings. Although such investments
may result in significant returns to an Investment Vehicle, they involve a substantial degree of risk. Any
one or all of the issuers of the Financial Instruments in which an Investment Vehicle may invest may be
unsuccessful or not show any return for a considerable period of time. The level of analytical
sophistication, both financial and legal, necessary for successful investment in companies experiencing
significant business and financial difficulties is unusually high. There is no assurance that the Managers
will correctly evaluate the nature and magnitude of the various factors that could affect the prospects for a
successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a
company in which an Investment Vehicle invests, an Investment Vehicle may lose its entire investment or
may be required to accept cash or Financial Instruments with a value less than an Investment Vehicles
original investment.
Illiquid Investments. The Financial Instruments and other assets in which the Investment
Manager or the Managers may invest include assets that are subject to legal or contractual restrictions on
their resale (e.g., Financial Instruments of privately-held entities) or for which there is a relatively inactive
trading market. The sale of such assets often requires more time and results in higher brokerage charges
or dealer discounts and other selling expenses than does the sale of Financial Instruments eligible for
trading on national securities exchanges or for which there is an active over-the-counter market.
11
Therefore, the Fund or an Investment Vehicles investments in illiquid Financial Instruments may reduce
the returns of an Investment Vehicle because it may be unable to sell the illiquid Financial Instruments at
an advantageous time or price.
Effectiveness of Risk Reduction Techniques. The Investment Manager and the Managers may
employ various risk reduction strategies designed to minimize the risk of their trading positions. A
substantial risk remains, nonetheless, that such strategies will not always be possible to implement and
when possible will not always be effective in limiting losses. If the Investment Manager or a Manager
analyzes market conditions incorrectly, or employs a risk reduction strategy that does not correlate well
with the Investment Manager or a Managers investments, such risk reduction techniques could result in a
loss, regardless of whether the intent was to reduce risk or increase return. These risk reduction
techniques may also increase the volatility of an Investment Vehicle and/or result in a loss if the
counterparty to the transaction does not perform as promised.
The Markets in which the Fund and the Investment Vehicles will Compete are Highly
Competitive. The investment industry is extremely competitive. In pursuing its investment and trading
methods and strategies, the Fund and an Investment Vehicle may compete with securities firms, including
many of the larger investment advisory and private investment firms, as well as institutional investors
and, in certain circumstances, market-makers, banks and Brokers. In relative terms, the Fund and the
Investment Vehicle may have little capital and may have difficulty in competing in markets in which its
competitors have substantially greater financial resources, larger research staffs, and more traders than the
Fund or an Investment Vehicle or a Manager has or expects to have in the future. In any given
transaction, investment and trading activity by other firms will tend to narrow the spread between the
price at which a Financial Instrument may be purchased by the Fund or an Investment Vehicle and the
price it expects to receive upon consummation of the transaction.
Non-U.S. Exchanges. The Fund and the Investment Vehicles may trade Financial Instruments on
exchanges located outside the U.S., where protections provided by U.S. securities regulations do not
apply. In the case of trading on foreign exchanges, an investment will be subject to the risk of the inability
of or refusal by the counterparty to perform with respect to contracts.
Currency and Exchange Rate Risks. The Fund and the Investment Vehicles may trade and
invest in Financial Instruments denominated or quoted in currencies other than the U.S. Dollar. Changes
in currency exchange rates therefore may affect the value of the Funds or an Investment Vehicles
portfolios and the unrealized appreciation or depreciation of investments. Further, an Investment Vehicle
may incur higher brokerage commissions in connection with conversions between currencies as Brokers
are subject to risks during the conversion process.
Turnover. An Investment Vehicles capital may be invested on the basis of short-term market
considerations. The portfolio turnover rate of those investments may be significant, potentially involving
substantial brokerage commissions, mark-ups and fees. These commissions and fees will, of course,
reduce an Investment Vehicles profits.
Fund Risks
THE FUND AND THE MANAGING MEMBER ARE RELATIVELY NEW ENTITIES
WITH LIMITED OPERATING HISTORIES.
12
Interests are Illiquid. Because of the limitations on transfers and redemptions and the fact that
Interests are not tradable, an investment in the Fund is relatively illiquid and involves a high degree of
risk. A subscription for Interests should be considered only by sophisticated investors financially able to
maintain their investment and who can afford to lose all or a substantial part of such investment.
INTERESTS MAY NOT BE TRANSFERRED OR ASSIGNED WITHOUT THE CONSENT OF THE
MANAGING MEMBER.
Business Dependent Upon Key Individuals. The Investment Manager makes all decisions with
respect to the Funds allocations and reallocations among the Managers. The success of the Fund is
significantly dependent upon the expertise of certain principals and employees of the Investment
Manager. These include, particularly, ( Name) and ( Name). Should either of Messrs. [ NAME] die or
become disabled or otherwise terminate his relationship with the Investment Manager or if the Investment
Manager were to terminate its relationship with the Fund, any such event could have a material adverse
effect on the business and the performance of the Fund. The Fund will inform Members promptly if any
such event should occur.
Multiple Managers. The Funds multi-Manager format is intended to protect against major
drawdowns and limit volatility through diversification. However, the short-term upside potential of a
multi-Manager structure is generally less than that of a pool with only one or a few Managers because the
larger group of Managers, the more likely it is that at least one, if not more, will be trading unprofitably at
any given time. See the discussion of The Managers below.
Limitations on Redemptions. Redemptions are permitted only as of the last day of a calendar
quarter on at least 45 days prior written notice. Under certain circumstances deemed extraordinary in the
Managing Members sole discretion (e.g., a delay in payments from one or more Investment Vehicles,
Managed Accounts or other persons, or significant administrative hardship), the Fund may delay payment
of redemption amounts representing the portion of the Funds assets that are the subject of such delay or,
in the Managing Members sole discretion, may distribute assets in-kind (pro-rata or non-pro-rata) in
partial or full satisfaction of the Redemption Price or suspend redemption rights or redemption payments.
After the Redemption Date, a redeeming Member is a creditor of the Fund. If the Fund experiences losses
after a Redemption Date, it is possible that the Fund may have insufficient assets to pay all or even a
portion of the redemption proceeds due to the redeeming Member.
Compulsory Redemption. The Fund may cause a Member to redeem, in whole or in part, from
the Fund upon at least 48 hours prior written notice. Under such circumstances, the Fund will have the
irrevocable power to act in the name of such Member to redeem its Interest(s).
Brokerage Firms and Custodians May Fail. The institutions, including the Brokers with which
the Fund does business, directly or indirectly, may encounter financial difficulties that impair the
operational capabilities or the capital position of the Fund. If a Broker becomes bankrupt and fails to
segregate the Funds assets on deposit, the Fund may be subject to a risk of loss for any deficiency.
Substantial Fees and Expenses Payable Regardless of Profits. The Fund will incur
obligations, directly or indirectly, to pay brokerage commissions, option premiums and other transaction
costs of the Brokers. The Fund will incur obligations to pay (i) the Managers a monthly or quarterly
asset-based fee and a quarterly or annual performance-based fee/allocation, (ii) the Investment Manager a
monthly Management Fee, and (iii) the Funds operating, legal, accounting, auditing, marketing, travel,
presentations and other related expenses and fees, including the costs of the offering of Interests and its
pro rata share of the Investment Vehicles and Managed Accounts expenses. The foregoing expenses are
13
payable regardless of whether any profits are realized by the Fund. A Performance Allocation may be
made to the capital account of the Managing Member at the end of each calendar year, and also may be
paid in years in which the Fund does not realize a profit. Furthermore, since a Performance Allocation is
calculated separately with respect to each Interest held by a Member, it is possible that a Members
Interest may be subject to the Performance Allocation, while the Members overall investment in the Fund
suffers losses for a given calendar year. Finally, each Manager will receive any performance-based
compensation to which it is entitled irrespective of the performance of the other Managers and the Fund
generally. As a result, a Manager with positive performance may receive compensation from the Fund,
and indirectly from its Members, even if the Fund's overall returns are negative.
Members Do Not Participate in Management; No Ability to Replace or Remove the
Managing Member. Members other than the Managing Member do not participate in the management
of the Fund, or in the conduct of its business. Moreover, Members have no right to influence the
management of the Fund, whether by voting, redemption, removing or replacing the Managing Member
or otherwise.
Compliance with ERISA Transfer Restrictions. The Managing Member intends to use
commercially reasonable efforts to cause employee benefit plans subject to ERISA (as defined herein)
and/or Section 4975 of the Code (as defined herein) and other "benefit plan investors", as defined in the
Plan Asset Regulation, in the aggregate to hold less than 25% of the Interests in the Fund and of any class
of equity interests in the Fund (if applicable). The Managing Member shall use commercially reasonable
efforts to restrict transfers of any equity interest in the Fund so that ownership of each class of equity
interests in the Fund by benefit plan investors will remain below the 25% threshold contained in the Plan
Asset Regulation. In this event, although there can be no assurance that such will be the case, the assets
of the Fund should not constitute "plan assets" for purposes of ERISA and Section 4975 of the Code.
If the assets of the Fund were to become "plan assets" subject to ERISA and Section 4975 of the
Code, certain investments made or to be made by the Fund in the normal course of its operations may
result in non-exempt prohibited transactions and may have to be rescinded (see "Certain ERISA
Considerations"). If at any time the Managing Member determines that assets of the Fund may be deemed
to be "plan assets" subject to ERISA and Section 4975 of the Code, the Managing Member may take
certain actions it determines to be necessary or appropriate, including requiring one or more investors to
redeem or otherwise dispose of all or part of their Interests in the Fund or terminating and liquidating the
Fund.
The Managers
Dependence on Key Personnel. Each of the Managers generally is dependent on the services of
a small number of key persons. The loss of a key persons services could have a substantial adverse
impact on the performance of assets managed by that Manager, and/or make it impossible for the Manager
to continue to manage assets for its Investment Vehicle and, therefore, the Fund.
Disadvantages of Multi-Manager Trading Structure. The Funds use of multiple Managers to
conduct its trading has several potential disadvantages:
(i)
Because the Managers trade independently of each other, they may establish offsetting
positions for the Fund. For example, one Manager may sell a particular Financial
Instrument at the same time another Manager buys that same Financial Instrument. The
net effect for the Manager will be the incurring of two brokerage commissions without
14
the potential for earning a profit (or incurring a loss). There is also the possibility that
different Managers may from time to time enter identical orders and, therefore, compete
for the same trades. This competition could prevent the orders from being executed at a
desired price.
(ii)
Under certain unusual circumstances, the Fund might have to direct a Manager to
liquidate positions in order to fund the redemption of Interests or to permit the
reallocation of funds to another Manager. Such liquidations could disrupt a Managers
trading system or method. In addition, an Investment Vehicle may impose certain
limitations on the Funds ability to redeem its investment with such Investment Vehicle.
This may in turn adversely affect the ability of the Fund to pay redemptions, and may
require the Fund to temporarily suspend redemptions.
(iii)
The short-term upside potential of a multi-Manager structure is generally less than that of
an investment pool with only one or a few Managers because it is more likely that at least
one, if not more, of the Managers to the multi-Manager pool will be trading unprofitably
at any given time.
Use of Managed Accounts. The Investment Manager may place assets with a Manager by
opening a discretionary managed account rather than investing in Investment Vehicles. Managed accounts
expose the Fund to theoretically unlimited liability, and it is possible, given the leverage at which certain
of the Managers will trade, that the Fund could lose more in a managed account directed by a particular
Manager than if the Fund had allocated its assets to such Manager's fund or private investment company.
Layering of Fees. The Funds direct fees and expenses, coupled with its indirect fees and
expenses, including the compensation of the Managers and the expenses of the Investment Vehicles
(which may include sales load, redemption fees and expenses), results in at least two levels of fees and
greater expense than would be associated with direct investment. The Funds expenses thus may
constitute a higher percentage of net assets than expenses associated with other investment entities.
No Control over Investment Vehicles. The Investment Manager will have no control over the
investments made by an Investment Vehicle and the Financial Instruments it trades (including
determining the creditworthiness of counterparties with which, and the exchanges on which, such
Investment Vehicle trades) or the leverage utilized or the risks assumed by such Investment Vehicle. In
addition, an Investment Vehicle may impose certain limitations on the Funds ability to redeem its
investment with such Investment Vehicle. This in turn may adversely affect the ability of the Fund to pay
redemptions, and may require the Fund to temporarily suspend redemptions.
It may be difficult, if not impossible, for the Investment Manager to protect the Fund from the
risk of a Managers fraud, misrepresentation or material strategy alteration. In addition, the Investment
Manager will have no control over the courterparties with which an Investment Vehicle effects
transactions.
Furthermore, investment decisions of the Investment Vehicles are made by the Managers
independently of each other so that, at any particular time, one Investment Vehicle may be purchasing
shares of an issuer whose shares are being sold at the same time by another Investment Vehicle.
Transactions of this sort could result in the Fund's directly or indirectly incurring certain transaction costs
without accomplishing any net investment result.
15
Size of Managers Accounts may make Executions Difficult. It may be difficult or impossible
for a Manager to take or liquidate a position in a particular Financial Instrument in accordance with its
trading systems, methods or strategies due to the size of the accounts which are or may be managed by the
Manager.
Possible Adverse Effects of Increasing the Assets Managed by the Managers. A Manager
may be limited in the amount of assets which it can successfully manage by both the difficulty of
executing substantially larger trades in order to reflect larger equity under management and the restrictive
effects of legal position limits or restraints on disposition and possible market illiquidity. The rates of
return recognized on the investment and/or trading of a limited amount of assets may have little
relationship to those a Manager can reasonably expect to achieve trading larger amounts of funds. A
Manager may not have agreed to limit the amount of additional equity which it may manage and,
therefore, there can be no assurance that the Managers strategies will not be adversely affected by the
additional equity represented by additions to the Funds account or otherwise.
Allocation Among Managers. The Investment Manager will, in its sole discretion, from time to
time select new Managers and change the percentage of assets allocated to each Manager. Allocation
changes are likely to occur, for example, (i) because of performance differences among the Managers and
(ii) as a result of the Funds receiving additional capital contributions during periods when certain
Managers may no longer be accepting additional funds. In the latter case, the additional capital would
have to be allocated to Managers accepting additional funds, which would increase the percentage of the
Funds assets allocated to such open Managers and decrease the percentage allocated to closed
Managers. There is no assurance that any of the Managers will accept additional capital from the Fund.
Accordingly, the Fund might have to place some or all of any additional capital with new Managers. The
Funds success depends, therefore, not only on the Managers the Investment Manager may initially select
for the Fund and its ability to allocate the Funds assets successfully among those Managers, but also on
the Investment Managers ability to identify new Managers. The Investment Manager may change the
allocation of the Funds assets, vary the strategy of the Fund and/or add or remove Managers at anytime
in its sole discretion. AS SUCH, THE PERFORMANCE OF THE FUND FOR ANY PERIOD WILL
NOT REPRESENT, AND WILL NOT NECESSARILY BE INDICATIVE OF, FUTURE
PERFORMANCE OF THE FUND.
Tax Considerations
THIS SUMMARY IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE
USED, FOR THE PURPOSE OF AVOIDING UNITED STATES FEDERAL TAX PENALTIES.
THIS SUMMARY WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF
THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN, AND ANY TAXPAYER TO
WHOM THE TRANSACTIONS OR MATTERS ARE BEING PROMOTED, MARKETED OR
RECOMMENDED SHOULD SEEK ADVICE BASED ON ITS PARTICULAR
CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
Members Will be Taxed on Profits Whether or Not Distributed. The Fund is not required to
distribute profits. If the Fund reports taxable income, such income will be taxable to the Members in
accordance with their distributive shares of the Funds profits, whether or not such profits have been
distributed to the Members. If the Fund were to sustain losses, Members may still be required to pay tax
on ordinary income earned by the Fund because any trading losses sustained will be, in most, if not in all
cases, capital losses which are deductible by individuals against ordinary income only to the extent of
$3,000 in any taxable year. The tax liability of Members for any profits of the Fund very likely will
16
exceed any distributions received from the Fund. Also, the Fund could sustain losses at the beginning of
a year which offset profits recognized at the end of the prior year (when taxable income is determined), so
that a Member who did not redeem its Interests as of the prior year-end would never receive any of the
profits on which taxes were paid.
Limits on Deductibility of Passive Activity Losses. Applicable income tax regulations treat all
Fund income, gains and losses allocable to non-corporate (and certain corporate) Members as non-passive
activity income, gains and losses. Accordingly, such Members will be unable to offset their passive
activity losses from other investments against their income from this investment, but Fund losses will not
be subject to the limitations imposed on the deductibility of passive activity losses.
Limits on Deductibility of Investment Advisory Expenses. The Fund may be required to treat
the Management Fee and certain other expenses as investment advisory expenses unless such Fund
expenses are considered to have been incurred in connection with a trade or business. Investment
advisory expenses that are allocable to Members who are individuals are subject to substantial restrictions
on deductibility for federal income tax purposes.
Possibility of Tax Audit. There can be no assurance that the Funds tax returns will not be
audited or that adjustments to such returns will not be made as a result of such an audit. If an audit results
in an adjustment, Members may be required to file amended returns (which may themselves be audited)
and to pay back taxes, plus interest.
Unrelated Business Taxable Income of a Tax-Exempt Organization. Income derived by the
Fund from debt financed investments will be treated as unrelated business taxable income (UBTI)
taxable to a tax-exempt organization. The Fund expects Investment Vehicles to make such investments
from time to time, and therefore anticipates generating UBTI, the amount of which will vary from year to
year. Accordingly, this investment is not suitable for charitable remainder trusts, and might not be
suitable for other types of tax-exempt investors seeking to avoid UBTI.
Schedules K-1 May Be Delayed. It is unlikely that the Fund will be able to provide a final
Schedule to K-1 to Members for any given fiscal year until after April 15 of the following year. The
Fund will endeavor to provide estimates of the taxable income or loss allocated to Members on or before
such date, but final Schedules K-1 are unlikely to be available by that date. Accordingly, Members may
be required to obtain an extension of the filing date for their income tax returns at the federal, state and
local levels.
Regulation
Statutory Regulation; Lack of Protection Under the Investment Company Act of 1940, as
amended. The offering of Interests hereunder is exempt from registration under the 1933 Act in reliance
upon the exemption from registration provided by Rule 506 of Regulation D thereunder. Each subscriber
will be required to represent that it is acquiring its Interests for investment and not for resale or
distribution. In addition, Interests may not be assigned or transferred without the consent of the
Managing Member.
The Fund is similar in operation to an open-end investment company (a mutual fund) in that it is
engaged in the business of investing in, holding and trading Financial Instruments and permits periodic
redemptions of its Interests. The Fund will not register under the 1940 Act in reliance on the exemption
from the definition of an investment company under Section 3(c)(1) thereof. Accordingly, the
17
provisions of the 1940 Act which, among other things, require that a funds board of directors, including a
majority of disinterested directors, approve certain of the funds activities and contractual relationships,
prohibit certain trading and investment activities, and prohibit the fund from engaging in certain
transactions with its affiliates, will not be applicable.
The Managing Member and the Investment Manager are not registered as investment
advisers by reason of an exemption under the Investment Advisers Act of 1940, as amended, and
applicable state laws.
THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE EXPLANATION OF
ALL OF THE RISKS INVOLVED IN THE OFFERING. POTENTIAL INVESTORS SHOULD READ
THIS MEMORANDUM AND THE EXHIBITS HERETO IN THEIR ENTIRETY BEFORE
DETERMINING WHETHER TO SUBSCRIBE FOR INTERESTS.
CERTAIN ERISA CONSIDERATIONS
The United States Employee Retirement Income Security Act of 1974, as amended ("ERISA").
imposes certain requirements on "employee benefit plans" (as defined in Section 3(3) of ERISA) subject
to ERISA, including entities such as collective investment funds and separate accounts whose underlying
assets include the assets of such plans (collectively, "ERISA Plans") and on those persons who are
fiduciaries with respect to ERISA Plans. Investments by ERISA Plans are subject to ERISA's general
fiduciary requirements, including the requirement of investment prudence and diversification and the
requirement that an ERISA Plan's investments be made in accordance with the documents governing the
plan. The prudence of a particular investment must be determined by the responsible fiduciary of an
ERISA Plan by taking into account the ERISA Plan's particular circumstances, including the ERISA
Plan's existing investment portfolio, and all of the facts and circumstances of the investment including,
but not limited to, the matters discussed above under "RISK FACTORS."
Section 406 of ERISA and Section 4975 of the Code (as defined herein) prohibit certain
transactions involving the assets of an ERISA Plan (as well as those plans that are not subject to ERISA
but which are subject to Section 4975 of the Code, such as individual retirement accounts (together with
ERISA Plans, the "Plans")) and certain persons (referred to as "parties in interest" for purposes of ERISA
and "disqualified persons" for purposes of the Code) having certain relationships to such Plans, unless a
statutory or administrative exemption is applicable to the transaction. A party in interest or disqualified
person who engages in a nonexempt prohibited transaction may be subject to excise taxes and other
penalties and liabilities under ERISA and the Code, and the transaction might have to be rescinded.
The U.S. Department of Labor has promulgated a regulation, 29 C.F.R. Section 2510.3-101 (the
"Plan Asset Regulation"), describing what constitutes the assets of a Plan with respect to the Plan's
investment in an entity for purposes of certain provisions of ERISA, including the fiduciary responsibility
and prohibited transaction provisions of Title I of ERISA and the related prohibited transaction provisions
under Section 4975 of the Code. Under the Plan Asset Regulation, if a Plan invests in an "equity interest"
of an entity that is neither a "publicly offered security" nor a security issued by an investment company
registered under the 1940 Act, the Plan's assets include both the equity interest and an undivided interest
in each of the entity's underlying assets, unless it is established that the entity is an "operating company",
18
which includes for purposes of the Plan Asset Regulation a "venture capital operating company", or that
equity participation in the entity by "Benefit Plan Investors" (as defined below) is not "significant".
Under the Plan Asset Regulation, equity participation in an entity by Benefit Plan Investors (as
defined below) is "significant" on any date if, immediately after the most recent acquisition of any equity
interest in the entity, twenty-five percent (25%) or more of the value of any class of equity interests in the
entity is held by Benefit Plan Investors. The term "Benefit Plan Investor" is defined in the Plan Asset
Regulation as: (a) any employee benefit plan (as defined in Section 3(3) of ERISA), whether or not it is
subject to the provisions of Title I of ERISA; (b) any plan described in Section 4975(e)(1) of the Code;
and (c) any entity whose underlying assets include plan assets by reason of the investment in the entity by
such employee benefit plan and/or plan. For purposes of this determination, the value of equity interests
held by a person (other than a Benefit Plan Investor) that has discretionary authority or control with
respect to the assets of the entity or that provides investment advice for a fee (direct or indirect) with
respect to such assets (or any affiliate of any such person) is disregarded.
An Interest in the Fund should be considered to be an "equity interest" in the Fund for purposes of
the Plan Asset Regulation, and the Interests will not constitute "publicly offered securities" for purposes
of the Plan Asset Regulation. In addition, the Fund will not be registered under the Investment 1940 Act
and it is not expected to qualify as a venture capital operating company.
The Investment Manager intends to use commercially reasonable efforts to restrict transfers of
any equity interest in the Fund so that ownership of each class of equity interests in the Fund by Benefit
Plan Investors will remain below the twenty-five percent (25%) threshold contained in the Plan Asset
Regulation. Although there can be no assurance that such will be the case, the assets of the Fund should
not constitute "plan assets" for purposes of ERISA and Section 4975 of the Code.
If the assets of the Fund were deemed to constitute the assets of a Plan, the fiduciary making an
investment in the Fund on behalf of an ERISA Plan could be deemed to have improperly delegated its
asset management responsibility, the assets of the Fund could be subject to ERISA's reporting and
disclosure requirements, and transactions involving the assets of the Fund would be subject to the
fiduciary responsibility and prohibited transaction provisions of ERISA and the prohibited transaction
rules of Section 4975 of the Code. Accordingly, certain transactions that the Fund might enter into, or
may have entered into, in the normal course of its operations might result in non-exempt prohibited
transactions and might have to be rescinded. A party in interest or disqualified person that engaged in a
non-exempt prohibited transaction may be subject to nondeductible excise taxes and other penalties and
liabilities under ERISA and the Code. In addition, such "plan asset" treatment would subject the
calculation and payment of the Investment Manager's fees to applicable prohibited transaction and certain
conflict of interest provisions of ERISA and the Code. Consequently, if at any time the Investment
Manager determines that assets of the Fund may be deemed to be "plan assets" subject to ERISA and
Section 4975 of the Code, the Investment Manager may take certain actions it may determine to be
necessary or appropriate, including requiring one or more investors to redeem or otherwise dispose of all
or part of their Interests in the Fund or terminating and liquidating the Fund.
Each Plan fiduciary who is responsible for making the investment decisions whether to invest in
the Fund should determine whether, under the general fiduciary standards of investment prudence and
diversification and under the documents and instruments governing the Plan, an investment in the
Interests is appropriate for the Plan, taking into account the overall investment policy of the Plan and the
composition of the Plan's investment portfolio. Any Plan proposing to invest in Interests should consult
with its counsel to confirm that such investment will not result in a prohibited transaction and will satisfy
the other requirements of ERISA and the Code.
19
The sale of any Interests to a Benefit Plan Investor is in no respect a representation by the
Managing Member and the Investment Manager that such an investment meets all relevant legal
requirements with respect to investments by Plans generally or any particular Plan, or that such an
investment is appropriate for Plans generally or any particular Plan.
Regardless of whether the assets of the Fund are deemed to be "plan assets", the acquisition of an
Interest by a Plan could, depending upon the facts and circumstances of such acquisition, be a prohibited
transaction, for example, if any of the Managing Member and the Investment Manager were a party in
interest or disqualified person with respect to the Plan. However, such a prohibited transaction may be
treated as exempt under ERISA and the Code if the Interests were acquired pursuant to and in accordance
with one or more "class exemptions" issued by the U.S. Department of Labor, such as Prohibited
Transaction Class Exemption ("PTCE") 84-14 (a class exemption for certain transactions determined by
an independent qualified professional asset manager), PTCE 90-1 (a class exemption for certain
transactions involving an insurance company pooled separate account), PTCE 91-38 (a class exemption
for certain transactions involving a bank collective investment fund), PTCE 95-60 (a class exemption for
certain transactions involving an insurance company general account), and PTCE 96-23 (a class
exemption for certain transactions determined by an in-house asset manager).
Any insurance company proposing to invest assets of its general account in the Interests should
also consider the extent to which such investment would be subject to the requirements of ERISA in light
of the U.S. Supreme Court's decision in John Hancock Mutual Life Insurance Co. v. Harris Trust and
Savings Bank and under any subsequent legislation or other guidance that has or may become available
relating to that decision, including Section 401(c) of ERISA and the regulations thereunder published by
the U.S. Department of Labor in January, 2000.
The Investment Manager will require a fiduciary of an ERISA Plan that proposes to acquire an
Interest to represent that it has been informed of and understands the Fund's investment objectives,
policies, strategies and limitations, that the decision to acquire an Interest was made in accordance with its
fiduciary responsibilities under ERISA and that neither the Managing Member nor the Investment
Manager has provided investment advice with respect to such decision. The Investment Manager will
also require any investor that is, or is acting on behalf of, a Plan to represent and warrant that its
acquisition and holding of an Interest will not result in a nonexempt prohibited transaction under ERISA
and/or Section 4975 of the Code.
Governmental plans and certain church plans, while not subject to the fiduciary responsibility
provisions of ERISA or the provisions of Section 4975 of the Code, may nevertheless be subject to state
or other federal laws that are substantially similar to the foregoing provisions of ERISA and the Code.
The Investment Manager will require similar representations and warranties with respect to the purchase
of an Interest by any such plan. Fiduciaries of such plans should consult with their counsel before
purchasing any Interests.
The discussion of ERISA and Section 4975 of the Code contained in this Memorandum is, of
necessity, general and does not purport to be complete. Moreover, the provisions of ERISA and Section
4975 of the Code are subject to extensive and continuing administrative and judicial interpretation and
review. Therefore, the matters discussed above may be affected by future regulations, rulings and court
decisions, some of which may have retroactive application and effect.
ANY POTENTIAL INVESTOR CONSIDERING AN INVESTMENT IN INTERESTS
THAT IS, OR IS ACTING ON BEHALF OF, A PLAN (OR A GOVERNMENTAL PLAN
20
SUBJECT TO LAWS SIMILAR TO ERISA AND/OR SECTION 4975 OF THE CODE) IS

STRONGLY URGED TO CONSULT ITS OWN LEGAL, TAX AND ERISA ADVISERS
REGARDING THE CONSEQUENCES OF SUCH AN INVESTMENT AND THE ABILITY TO
MAKE THE REPRESENTATIONS DESCRIBED ABOVE.
RESPONSIBILITY OF THE MANAGING MEMBER AND THE INVESTMENT MANAGER
The Managing Member and the Investment Manager are each accountable to the Fund and
consequently must exercise good faith and integrity in managing the Funds affairs. This is in addition to
the several duties and obligations of, and limitations on, the Managing Member set forth in the LLC
Agreement. The burden of proving a breach by the Managing Member or the Investment Manager of
their respective duties, and all or a portion of the expense of a lawsuit, would have to be borne by the
Member bringing such action. The provisions of the LLC Agreement which limit the liability of the
Managing Member, Investment Manager, and their members, officers, directors, employees, equity
holders, or other applicable representatives may increase the difficulty of establishing such a breach.
The LLC Agreement provides that neither the Managing Member, the Investment Manager, their
affiliates, nor their respective members, managers, officers, directors, employees, equity holders or other
applicable representatives (each, an Indemnified Party) will be liable, responsible or accountable in
damages or otherwise to the Fund, any of the Members, or their respective affiliates, members, managers,
officers, directors, employees, equity holders, agents or other applicable representatives, or any of their
respective successors, assignees or transferees or to third parties, for (i) any act or omission performed or
omitted by them on behalf of the Fund and in a manner reasonably believed by them to be within the
scope of authority granted to them under the LLC Agreement or for any costs, damages or liabilities
arising therefrom or by law, unless that act or omission constitutes gross negligence, fraud or willful
misconduct or (ii) any loss due to the negligence, dishonesty or otherwise of any employee or other
person retained by the Fund, provided that the person was selected with reasonable care. Also, the
Investment Manager is indemnified by the Fund under the Investment Management Agreement in certain
circumstances.
In addition, the Fund will indemnify and hold harmless, to the extent of the Funds assets, each
Indemnified Party from and against any and all losses, damages, obligations, penalties, claims, actions,
suits, judgments, settlements, liabilities, costs, and expenses (including, without limitation, reasonable
attorneys and accountants fees, as well as other costs and expenses incurred in connection with the
defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims
suffered or sustained by such Indemnified Party, arising in connection with any of its activities on behalf
of the Fund if the Indemnified Party in good faith acted or failed to act in a manner it reasonably believed
to be in, or not opposed to, the best interest of the Fund, as determined by the Managing Member, and
such Indemnified Party is not adjudged to be liable for gross negligence, fraud or willful misconduct. The
Managing Member may, if so determined in the sole discretion of the Managing Member, advance funds
to the Indemnified Party for legal and other expenses incurred by the Indemnified Party in connection
with any of the activities on behalf of the Fund or in furtherance of its interest; provided, however that
such advances shall be repaid if it shall be ultimately determined that the Indemnified Party was not
entitled to indemnification pursuant to the LLC Agreement. Securities laws impose liabilities on
investment advisers and others under circumstances and, notwithstanding anything in the LLC Agreement
21
to the contrary, nothing in the LLC Agreement will be deemed to waive or limit any right the Fund or any
Member may have under any of those laws.
As a result of these provisions, the Members may have a more limited right of action against the
Managing Member and Investment Manager than would otherwise be the case absent such provisions. To
the extent that the indemnification provisions purport to include indemnification for liabilities arising
under the 1933 Act, in the opinion of the SEC such indemnification is contrary to public policy and
therefore unenforceable.
CONFLICTS OF INTEREST
Decision of the Managing Member to Designate the Investment Manager to Act as the
Funds Investment Manager. The Managing Members decision to select the Investment Manager as
the Funds investment manager and the terms upon which it will render investment services to the Fund
have not been negotiated at arms length. In addition, the Fund will not have available an independent
investment manager to monitor investment and trading conducted for its account by the Investment
Manager. The Managing Member could have in the future a conflict between its interest in the
Investment Managers directing investment and trading for the Fund and the discharge of its
responsibility to the Fund regarding oversight of investment conducted for the Fund, when such oversight
could, in certain circumstances, indicate that the engagement of an independent investment manager or
managers would be in the best interest of the Fund.
Management Fee to the Investment Manager. There is a potential conflict of interest between
the responsibility of the Investment Manager to maximize profits from allocating the Funds assets and
the possible desire of the Investment Manager to avoid taking risks which might reduce the Net Asset
Value of the Fund and, consequently, reduce the Management Fee payable to the Investment Manager.
Performance Allocation to the Managing Member. The right of the Managing Member to
receipt of the Performance Allocation may create an incentive for the Investment Manager to cause the
Fund to make investments that are riskier or more speculative than would be the case if the Managing
Member was allocated only a fixed amount. Since the Managing Members Performance Allocation
generally is calculated on a basis that includes unrealized appreciation of the Funds assets as well as
realized appreciation, such Performance Allocation may be greater than if it were based solely on realized
gains.
Management of Other Customer Accounts by the Managing Member and Investment
Manager. The Managing Member, the Investment Manager, and their principals and affiliates currently
manage the accounts of clients other than the Fund. The investment methods and strategies that the
Managing Member and the Investment Manager utilize in managing the accounts of the Fund may be
utilized by the Managing Member, the Investment Manager, and their principals and affiliates in
managing investments for other customer accounts. The Managing Member, the Investment Manager,
and their principals and affiliates may establish, sponsor, or be affiliates with other investment pools
which may engage in the same or similar business as the Fund using the same or similar investment
strategies.
22
Although the Managing Member, the Investment Manager, and their principals and affiliates
manage investments on behalf of a number of other customer accounts, investment decisions and
allocations are not necessarily made in parallel among the Funds account and the other customer
accounts. Investments made by the Fund do not, and are not intended to, replicate the investments, or the
investment methods and strategies, of other accounts managed by the Managing Member, the Investment
Manager, or their principals and affiliates. Nevertheless, the Managing Member, the Investment
Manager, and their principals and affiliates at times and from time to time may elect to apportion major or
minor portions of the investments made by the Fund among other accounts managed by the Managing
Member, the Investment Manager, or their principals and affiliates; however, that apportionment will not
be made in parallel and will not be based on the capital in each account. Rather, such investments will be
allocated among accounts based on the Managing Members and the Investment Managers perception of
the appropriate risk and reward ratio for each account, the intended sector strategy of each account, the
liquidity of the account at the time of the investment and on an on-going basis, and the overall portfolio
composition and performance of the account. Moreover, other accounts managed by the Managing
Member, the Investment Manager, or their principals and affiliates may make investments and utilize
investment strategies that may not be made or utilized by the Fund. Accordingly, the other accounts
managed by the Managing Member, the Investment Manager, or their principals and affiliates may
produce results that are materially different from those experienced by the Fund.
The records of any investment management activities that the Managing Member, the Investment
Manager, or their principals and affiliates may engage in on behalf of the accounts of clients other than
the Fund will not be available for inspection by the Members, except to the extent required by law.
Other Activities of the Managing Member and Investment Manager/Proprietary Trading.
The Managing Member, the Investment Manager, and their principals and affiliates will devote only so
much time and attention to the business and affairs of the Fund as they, in their sole discretion, may deem
reasonably necessary.
The Managing Member, the Investment Manager, and their principals and affiliates may engage
in, invest in, participate in or otherwise enter into other business ventures of any kind, nature or
description, alone or with others, including, without limitation, the management of or investment in other
investment or trading entities or vehicles, and neither the Fund, nor any Member shall have any right in or
to any such activities or the income or profits derived therefrom. The Managing Member, Investment
Manager, and their principals and affiliates may invest and trade for their own accounts, including in
Financial Instruments which are the same as or different from those traded or held by the Fund.
The Managing Member, the Investment Manager, and their principals and affiliates may from
time to time have proprietary investments in Financial Instruments in which the Fund takes a position,
may trade and invest simultaneously with the Fund and may take investment positions that are different
from or opposite to the positions taken by the Fund. As a result, conflicts of interest may arise between
the Fund and the Managing Member, the Investment Manager, and their principals and affiliates with
respect to matters such as the allocation of investment opportunities, purchases and sales of Financial
Instruments in connection with particular trading situations and allocation of personnel, resources and
expenses. The records of trading by the Managing Member, the Investment Manager, and their principals
and affiliates will not be made available to the Members, except to the extent required by law.
Proprietary and Customer Trading by the Managers, their Principals and Affiliates. Some
or all of the Managers and the general partners/managing members of the Investment Vehicles, their
principals and affiliates, trade, and intend to continue extensively to trade, Financial Instruments for their
23
own accounts as well as for customer accounts. The records of such trading will not be available for
inspection by the Fund or the Members, except to the extent required by law. The trading methods and
strategies that such persons utilize in managing other accounts are and will be utilized by the Managers in
managing the trading of the Funds account. However, not all accounts will be traded in parallel, and the
Managers and the general partners/managing members of the Investment Vehicles, their principals and
affiliates may take positions that are ahead of or opposite to those taken on behalf of the Fund or an
applicable Investment Vehicle. Accordingly, the Managers, the general partners/managing members of
the Investment Vehicles, their principals and affiliates proprietary and customer accounts may produce
trading results that are different from those experienced by the Fund and the Investment Vehicles.
Affiliates of the Managers may be the General Partners/Managing Members of the
Investment Vehicles. The general partners/managing members of all or some of the Investment Vehicles
also act, or their affiliates act, as Managers for those same Investment Vehicles. Each such general
partner/managing member has a conflict of interest between it fiduciary duty to its Investment Vehicle to
select a manager in that Investment Vehicles best interest and to monitor trading in the Investment
Vehicles account and its interest in furthering its or its affiliates role as Manager.
The Investment Vehicles trading will not be subject to review or oversight by an independent
general partner/managing member. As a result of this affiliation between the general partner/managing
member and the Managers of some or all of the Investment Vehicles, the terms upon which the applicable
Managers render trading management services to the Investment Vehicles have not been negotiated at
arms length. In addition, the Investment Vehicle may not necessarily have available an independent
general partner/managing member to monitor trading conducted for their accounts by the Manager. Each
general partner/managing member could also in the future have a conflict between its affiliation with the
applicable Manager and the discharge of its responsibility to the Investment Vehicle regarding oversight
of trading conducted for the Investment Vehicle, when such oversight could, in certain circumstances,
indicate that the engagement of an independent manager would be in the best interest of the Investment
Vehicle.
The Managers may Benefit from Soft-Dollar Arrangements. Although a Manager may
endeavor to negotiate rates which are competitive by industry standards, a Manager (other than the
Investment Manager) may select Brokers on the basis that they provide brokerage commission rates,
research or other services of direct or indirect financial benefit to the Manager, its affiliate and/or
investment accounts under its management. In such event, the Fund may pay a Broker, indirectly, a
commission for executing a transaction which is in excess of the amount of commission another Broker
would have charged for effecting that transaction if the Manager determines in good faith that such
amount of commission is reasonable in relation to the value of the brokerage, research and other services
provided by such Broker. These benefits may be available for use by a Manager in connection with
transactions in which the Fund or the Investment Vehicles may not necessarily participate.
Counsel. [NAME] is counsel to the Fund, the Managing Member and the Investment Manager
and, consequently, certain conflicts of interest exist and may arise. Counsel has attempted to be fair and
reasonable in connection with this offering and believes it has acted in a manner consistent with its
professional responsibility. There is no assurance however, that had the Fund retained separate counsel
that the transaction reflected in these documents might have been structured in a manner more favorable
to the Fund or the Members.
24
NONE OF THE MANAGING MEMBER, THE INVESTMENT MANAGER, THEIR DIRECTORS,

OFFICERS OR EMPLOYEES IS OBLIGATED TO RESOLVE ANY CONFLICTS IN FAVOR OF
THE FUND.
FEES, EXPENSES AND THE PERFORMANCE ALLOCATION
Organizational and Initial Offering Expenses. The Funds organizational and initial offering
costs and expenses are expected to total approximately [AMOUNT]. For financial accounting purposes,
the Fund is amortizing those expenses over a 60-month period commencing [DATE]. The Fund believes
that amortizing the organizational expenses is more equitable than requiring the initial investors in the
Fund to bear the initial costs of the Fund.
Operating Expenses. The Fund pays all of its ordinary and extraordinary expenses including,
but not limited to, legal, bookkeeping, accounting, auditing, recordkeeping, administration, and clerical
expenses (including expenses incurred in preparing reports and tax information to Members and
regulatory authorities), printing expenses, brokerage fees and commissions, operational and investmentrelated expenses, the expenses of the offering of Interests and filing fees, investment-research, travel and
marketing expenses, insurance and such other related expenses and extraordinary expenses (including
indemnification) as incurred and its pro rata share of the Investment Vehicles fees and expenses.
Management Fee. The Investment Manager receives a monthly management fee from the Fund
equal to 1/12th of 1% of the month-end Net Asset Value of the Fund (1% per annum) (the Management
Fee). For purposes of calculating the Management Fee, Net Asset Value includes (i) the accrued
Performance Allocation, if any, (ii) the Management Fee payable or incurred by the Fund and (iii) any
distributions or redemption amounts paid during the applicable month the Management Fee is calculated.
Payment of the Management Fee is due as of the last Business Day of each calendar month and is payable
by the Fund as soon as practicable thereafter. The Management Fee is prorated for partial periods and is
adjusted for Interests held be Special Members.
Performance Allocation. The Managing Member receives a special allocation to its capital
account in the Fund, credited at the end of each calendar year, equal to 20% of the New Net Profit
allocable to each interest (other than Interests held by Special Members) (the Performance
Allocation). The Performance Allocation will be calculated separately for each Interest, will be net of
all expenses, including the Management Fee, and will be subject to a high water mark since a
Performance Allocation was last due with respect to that Interest. A Performance Allocation will be made
provisionally at the end of each month and will be recouped on account of net losses occurring in that
same year after provisional Performance Allocations are made. The Performance Allocation due to the
Managing Member shall not be affected by subsequent losses experienced by the Fund or any Member
after the end of the calendar year in which it is allocated.
New Net Profit will exist with respect to an Interest if there is an increase in the balance of
such Interests book capital account from the beginning to the end of the relevant measurement period
after subtraction of the Management Fee and the other fees and expenses described in this Memorandum
payable with respect to such Interest during such period (i.e., a net gain (both realized and unrealized) for
25
the relevant period). New Net Profit will not be reduced by the Performance Allocation incurred by the
Fund or distributions or redemptions paid during the relevant period.
The Performance Allocation is calculated on a per-Interest basis. If a new investor purchases an
Interest or an existing Member makes an additional contribution, thereby purchasing an additional
Interest, the starting point for the measurement of New Net Profit with respect to that new or additional
Interest is the capital contribution for such Interest. Previous high peaks that other Interests achieved
prior to the purchase of a particular Interest will not be considered in determining whether a Performance
Allocation is due with respect to any such new Interest. Thus, different Interests may have different
Performance Allocations at the end of the same calculation period, based on the level of the New Net
Profit of each such Interest during the period during which it was outstanding and there may be a
Performance Allocation even if there is a net loss with respect to the aggregate Interests owned by a
Member.
Managers Fees. By virtue of its investments with different Managers, the Fund will pay its
share of all fees and expenses charged by those Managers, which will result in the layering of fees and
expenses. The Fund may also be subject to a performance fee or allocation in certain circumstances.
Generally, management fees, if applicable, range from 1% to 2% (annualized) of the average value of the
Fund's investment, and performance fees or allocations, if applicable, range from 20% to 25% of the
capital appreciation in the Fund's investment for the year.
The Fund may negotiate reduced fees and/or allocations with certain Managers. Any such
reductions will inure to the benefit of the Fund.
VALUATION OF THE FUNDS ASSETS
The Administrator calculates the Net Asset Value of the Fund as of the end of the day on the day
preceding the Closing Date or any other day as determined by the Managing Member (the Valuation
Date).
Net Asset Value of the Fund at any date means the total assets of the Fund including all cash
of the Fund and cash equivalents (valued at market plus accrued interest), accrued interest and the market
value of all Financial Instruments and other assets of the Fund (e.g., the Funds interests with the
Managers), at fair value, less all liabilities of the Fund, at fair value, including, but not limited to, accrued
Management Fees and accrued legal, accounting, and auditing fees, and any extraordinary expenses,
determined on the accrual basis of accounting in accordance with U.S. Generally Accepted Accounting
Principles, consistently applied in the United States, with such adjustments as are necessary or advisable,
including, without limitation, the amortization of organizational costs and expenses in the discretion of
Net Asset Value of an Interest is the portion of the Funds Net Asset Value allocated to that
Interest.
Investment Vehicles and Financial Instruments will be valued in accordance with the following
general principles:
26
(i)
Financial Instruments listed or traded on any recognized foreign or U.S. organized

securities exchange shall be valued at the closing settlement price at the relevant
Valuation Date on the principal exchange on which such Financial Instrument is traded
during the regular trading session. If no settlement price or trade price of such Financial
Instrument was reported on the applicable date, the market value shall be the most recent
quoted average bid and ask prices on that day. The market value of any Financial
Instrument quoted on any over-the-counter market quotation system, such as the
NASDAQ National Market List, providing last reported trade price data shall be
determined in the manner stated above or to the most recent quoted average bid and ask
prices provided by one or more principal market makers unless, in the opinion of the
Managing Member, the value so obtained does not fairly indicate the market value of the
Financial Instrument, in which case the Managing Member will endeavor to determine
the fair market value of such Financial Instrument taking into account, inter alia, the
values obtained from one or more reputable Brokers, and/or any other relevant sources of
market information which may be available. In addition, listed options, or over-thecounter options for which Representative Brokers quotations are available, shall be
valued between the bid and ask price.
(ii)
Other Financial Instruments and assets and liabilities for which market quotations are not
readily available will be valued as determined in good faith in accordance with the
procedures adopted by the Managing Member and implemented by the Administrator.
(iii)
With respect to the Funds ownership of interests in Investment Vehicles that are not
traded on any recognized foreign or U.S organized securities exchange or for which
market quotations are not readily available, the value of such interest(s) shall mean the
value reported to the Fund in the applicable net asset value statement sent by such
Investment Vehicle (Investment Vehicle NAV) to the Fund or, if such statements are
not available, the most recent estimated net asset value of the Investment Vehicle
(Estimated Investment Vehicle NAV) based on preliminary returns reported by the
Investment Vehicle. Once the Fund has finalized its Net Asset Value, whether or not
based on an Estimated Investment Vehicle NAV, adjustments and retroactive statements
will be made in subsequent periods only with respect to circumstances determined to be
material in the discretion of the Administrator, upon consultation with the Investment
Manager. Therefore, in the event that there is a difference between an Estimated
Investment Vehicle NAV and the Investment Vehicle NAV, any necessary adjustments
will affect, and be reflected in, the Funds Net Asset Value reported in subsequent
periods. Additionally, if there is a difference between the Estimated Investment Vehicle
NAV and the Investment Vehicle NAV that results in an adjustment of the Funds Net
Asset Value after the Redemption Date, the Fund will not make any adjustment to the
Redemption Price.
Notwithstanding the provisions set forth herein, the Managing Member may adjust the valuation
of any Financial Instrument or permit some other method of valuation to be used if, taking into account
the currency, applicable rate of interest, maturity, marketability or such other considerations as it deems
relevant, it considers that such adjustment is required to reflect more fairly the value thereof. Cash,
deposits and similar investments together with all accrued interest thereon to the end of the relevant
Valuation Date shall be valued at face value.
27
Some of the Financial Instruments held directly or indirectly by the Fund are routinely traded
over-the-counter with bid-ask spreads which may be significant. Quotations used to value a Financial
Instrument from a particular dealer may differ from prices quoted by other dealers who trade in the same
Financial Instrument, and such differences may be significant.
The accounts of the Fund are maintained in U.S. Dollars. Assets and liabilities denominated in
other currencies are translated at the rates of exchange in effect at the relevant Valuation Date and
translation adjustments are reflected in the results of operations. Portfolio transactions and income and
expenses are translated at the rates of exchange in effect at the time of each transaction. Certain amounts
accrued under various agreements with service providers are deducted from the Net Asset Value of the
Interests to which such amounts are attributable.
Prospective subscribers should understand that these and other special situations involving
uncertainties as to the valuation of portfolio positions by the Fund or an Investment Vehicle could have an
impact on the Funds Net Asset Value if the judgments regarding the appropriate valuation should prove
to be incorrect. All values assigned by the Fund will be final, binding and conclusive on the Members.
The Fund may temporarily suspend the valuation of its assets and liabilities, and/or may suspend
distributions, issue of Interests, redemption rights or redemption payments, during any period when the
Funds assets are deemed to be illiquid. Such periods may include, but are not limited to, (i) any period
when an Investment Vehicle suspends valuations, redemptions or payment of redemption proceeds, in
whole or in part, (ii) any period when any stock exchange or over-the-counter market on which any
portion of the Financial Instruments held directly or indirectly by the Fund are quoted is closed, other than
for ordinary holidays and weekends, or during periods in which dealings are restricted or suspended, (iii)
the existence of any state of affairs which, in the opinion of the Managing Member, constitutes an
emergency as a result of which disposal of investments by the Fund, directly or indirectly, would not be
reasonably practicable or would be seriously prejudicial to the Members, (iv) any breakdown in the means
of communication normally employed in determining the price or value of the Financial Instruments held
directly or indirectly by the Fund, or of current prices in any market as aforesaid, or when for any other
reason the prices or values of the Financial Instruments owned by the Fund, directly or indirectly, cannot
reasonably be promptly and accurately ascertained, (v) any period when the transfer of funds involved in
the realization or acquisition of any investments cannot, in the opinion of the Managing Member, be
effected at normal rates of exchange, (vi) any period which the effect of redemptions of Interests would be
to impair seriously the ability of the Fund to operate or jeopardize its tax status, or (vii) any such other
period when disposal of part or all of the Funds assets, or determination of Net Asset Value would not be
reasonable or practicable or would be prejudicial to the Members.
REDEMPTIONS
Voluntary Redemption. Subject to certain restrictions, a Member may upon at least 45 days
prior written notice to the Managing Member redeem all or part of its Interest(s) as of the last Business
Day of a calendar quarter, or at such other times and upon such conditions as the Managing Member, in
its sole discretion, shall determine (each, a Redemption Date). A Member that redeems all or any
portion of its Interest(s) prior to having held such Interest(s) for a full twelve months will be subject to a
redemption fee equal to 2% of the actual aggregate redemption proceeds, which redemption fee will be
28
treated as additional income to the Fund. Redemption fees and related expenses incurred by the Fund
with respect to its investments in Investment Vehicles will be allocated to the Member that caused the
Fund to incur such redemption fees by being deducted from such Members redemption proceeds. The
Managing Member, in its sole discretion, may refuse to approve a partial redemption if, after giving effect
to such redemption, a Members Interest(s) will be less than the greater of the redeeming Members initial
investment in the Fund or the minimum investment then required of new Members. If a Member makes a
full or partial redemption at a time when the Fund has unrealized gains or losses, such Member may be
specially allocated gains or losses as determined for income tax purposes.
Written notice of a redemption request in good form (a Redemption Request) must be
received by the Fund at least 45 days prior to a Redemption Date. Facsimile is acceptable to initiate
notice of redemption; however, the Redemption Request may not be effective until an original
Redemption Request is received by the Fund. Redemption Requests may only be revoked on or prior to
the Redemption Date and only after written request thereof to and the consent of the Managing Member.
The value of redeemed Interest(s) may differ significantly from the capital account balance of such
Interest(s) at the time the Redemption Request must be or is submitted as a result of the market conditions
during the notice period.
The Managing Member may expressly waive or modify any or all redemption restrictions,
redemption fees and notice requirements.
Suspension of Redemption Rights. Under circumstances deemed extraordinary in the Managing
Members sole discretion (including, but not limited to, the inability on the part of the Fund to liquidate
investments or the default or delay in payments due the Fund from Investment Vehicles, Managed
Accounts, Brokers, banks, or other persons, or significant administrative hardship), the Fund may delay
payment to Members requesting redemption of the proportionate part of the capital account of the Interest
represented by the sums which are the subject of such default or delay. The right to obtain payment on
redemption is contingent upon (i) the Fund having liquid assets sufficient to discharge its liabilities, and
(ii) receipt by the Managing Member of a Redemption Request.
The Managing Member may suspend redemptions by Members if the Managing Member
determines that such suspension is necessary in order to ensure that the Fund will not be treated as
publicly traded under the rules and regulations of the IRS and treatment as publicly traded would be
adverse to the Members. In addition, the Managing Member may suspend redemptions by the Members if
(i) certain Investment Vehicles require maintenance of investment minimums and/or have holding periods
and/or other redemption provisions more restrictive than those of the Fund, (ii) the Managing Member
determines that the effect of redemptions, including redemptions for which Redemption Requests have
been received, would materially impair the Funds ability to operate in pursuit of its objectives, or (iii) the
Managing Member determines that the remaining Members would be unfairly and materially
disadvantaged. The Managing Members good faith determinations pursuant to the preceding sentences
shall be final and conclusive as to all the Members.
The Fund may suspend any distributions, redemptions of any amounts from capital accounts, or
redemption rights for any period described above under Valuation of the Funds Assets. The Fund will
promptly notify Members of any such suspension, and the termination of any such suspension, by means
of a written notice. To the extent that a Redemption Request is not withdrawn, the redemption shall be
effected as of the first Redemption Date following the recommencement of redemptions.
29
Compulsory Redemptions. The Managing Member, in its sole discretion, may require any
Member to redeem all or a portion of such Members capital account from the Fund at any time, upon at
least 48 hours prior written notice to such Member. The timing of such compulsory redemption shall be
determined by the Managing Member in its sole discretion. The Redemption Date in such event shall
be the date specified in the written notice.
In the event of any compulsory redemption, the redemption price will be the Net Asset Value of
the Interest as of the close of business on the Redemption Date specified in the notice, less any
adjustments as contemplated herein, however, if the redemption results from (i) an unauthorized transfer,
the Redemption Price may be the lower of the Net Asset Value of the Interest on the date of redemption
and the Net Asset Value of the Interest on the date of the transfer, or (ii) the breach of any representation
or warranty made by the Member, the Redemption Price may be based upon the Net Asset Value at which
the redeemed Interest was purchased.
Redemption Payments. Except in extraordinary circumstances, the Fund will endeavor to
distribute at least 90% of the redemption proceeds within 30 Business Days following the relevant
Redemption Date, with the balance of such amount, subject to any necessary adjustments, payable as soon
as practicable following the final determination of the Funds Net Asset Value. Interests will be
redeemed at their Net Asset Value as of the close of business on the Redemption Date, unless determined
otherwise by the Managing Member (the Redemption Price). The Redemption Price is calculated after
deduction of the redeeming Members accrued Performance Allocation and deduction of its pro rata share
of all fees and expenses of the Fund, including the Management Fee, Managers fees and any applicable
redemption fees. The Fund will not pay interest on redemption proceeds.
THE LIMITED LIABILITY COMPANY AGREEMENT
This Memorandum contains an explanation of the more significant terms and provisions of the
LLC Agreement, a copy of which is attached hereto as Exhibit A and is incorporated herein by this
reference. The following description is a summary only, is not intended to be complete, and is qualified
in its entirety by such reference.
Nature of the Fund. The Fund was formed on [DATE]. No Member will be personally liable
for the debts of the Fund beyond the amount contributed by such Member to the capital of the Fund and
undistributed profits although, under certain circumstances, a Member could be required to return
distributions received to the Fund. Certain states where the Fund may do business have statutes providing
for the same limitations on Member liability, but in those states that do not have such statutes and where
judicial precedents are unclear, a Member may not have the benefit of such limitations.
Management of Fund Affairs. Members will not participate in the management or operations of
the Fund. The Fund will be managed, and the conduct of the Funds business will be controlled and
conducted solely by the Managing Member. The Managing Member may delegate its administrative
responsibilities, and the costs and expenses related thereto, to an appropriate designee(s) and management
of the Funds investment activities is also vested in persons designated by the Managing Member. The
Managing Member, on behalf of the Fund, may engage and compensate from the Funds assets such
30
persons as the Managing Member deems advisable, including the Investment Manager, and any other
person or entity affiliated with the Managing Member.
Interests. Interests offered hereby share in the income, gain, loss, deductions, distributions,
capital and assets of the Fund as described in this Memorandum. The Managing Member may create
different classes of interests without the consent of or notice to existing Members which may have
different rights and obligations as those offered hereby, including, without limitation: (i) a different
Performance Allocation; (ii) a different Management Fee; (iii) different restrictions on redemptions as to
other Members Interests; and/or (iv) such other provisions as the Managing Member may specify. The
Managing Member may, without limitation, modify the redemption limitations of a class of Interests and
the Performance Allocation and Management Fee; provided that the Managing Member may not increase
the Performance Allocation or Management Fee applicable to the Interests of any existing Member
without notice to that Member and the opportunity by such Member to redeem its Interest(s). Each
capital contribution by a Member will be treated as the acquisition of a new Interest and will not be
aggregated with that Members existing Interest(s). Each Interest therefore will be treated separately for
purposes of calculating fees, allocations and expenses.
Separate Classes. The Fund and all existing classes of Interests currently will be treated as one
entity even though each existing class of Interests will be maintained with separate accounting records.
Thus, all of the assets of an existing class of Interests are currently available to meet all of the liabilities of
other classes of Interests. Notwithstanding the foregoing, the Fund may offer one or more additional
classes or series of Interests having different investment strategies, leveraging policies, rights and/or fees
and allocations without notice to or consent of the Members. The assets of each such class may be
segregated on the books and records of the Fund from the assets of the other classes and may not be
subject to the liabilities of any other class.
Allocation of Profits and Losses. A separate book capital account (the Book Capital
Account) and a tax capital account (the Tax Capital Account) will be established for each
outstanding Interest. Profits and losses generally will be allocated on the last day of each calendar month
to the Book Capital Accounts of all Interests of the same class or series in proportion to their respective
capital account balances other than profits and losses attributable to new issues. Also, at the close of
each calendar year, the Tax Capital Account will be adjusted for profits or losses (as determined for tax
purposes) allocated to such Interest and capital gains or losses will be specially allocated first to those
Members who are redeeming any part of their Interests.
Restrictions on Transfers or Assignments. A Member may not sell, transfer, pledge or assign
(each, a Transfer) any portion of its Interest(s) and its transferee or assignee (each, a Transferee)
may not become a substituted Member, without the consent of the Managing Member and compliance
with the transfer provisions of the LLC Agreement. A Member and its Transferee, personal
representative or estate may not redeem any capital or profits from the Fund except by redemption of
Interests. The Managing Member, without notice to or consent of the Members, may redeem any portion
of its interest in the Fund. Any Transfer of Interests and substitution of the Transferee as a Member
which is permitted under the LLC Agreement will not be effective unless the Managing Member has
received notice thereof and consented thereto. Such notice must be signed by the Member and must set
forth the name, residence address, and social security or taxpayer identification number of the Transferee
and the dollar amount of the Interest(s) that will be Transferred, subject to the Managing Members
consent. A Member will bear all costs (including attorneys and accountants fees) related to any Transfer
of its Interest(s).
31
Distributions. Distributions, if any, are in the sole discretion of the Managing Member.
Distributions, if made, may be in cash, or in assets in lieu of cash, in whole or in part, pro-rata or non-pro
rata.
Amendments. The Managing Member, in its sole discretion, may amend the LLC Agreement,
provided that no amendment may (i) modify the limited liability of a Member without the consent of each
such affected Member, (ii) reduce the Book Capital Account of any existing Member without that
Members consent, or (iii) adversely affect the interest (pecuniary or otherwise) of any Member without
sufficient prior written notice being given to such Member to permit such Member to redeem from the
Fund.
Books and Records. Members have the right during normal business hours to request access to
and copy the Funds books and records, upon ten Business Days written notice to the Managing Member,
in person or by their authorized attorney or agent, but only if the request to access and/or copy is for a
purpose reasonably related to the Funds business and the Members Interest in the Fund (as determined
by the Managing Member), is not for any commercial purpose, is not detrimental to the best interest of the
Fund, is not damaging to the Fund or its business and the Fund is not required by law or agreement with
third parties to keep such books and records confidential (as reasonably determined by the Managing
Member in good faith). Further, the Member must agree (in form and substance satisfactory to the
Managing Member) to use such information only for Fund purposes and to maintain such information in
confidence and all reasonable reproduction and distribution costs are paid by such Member requesting
access to the Funds books and records.
Reports to Members. The Managing Member shall cause to be provided to the Members each
year an annual report containing financial statements prepared by an independent certified public
accountant selected by the Managing Member with respect to the prior calendar year as soon as
practicable following the end of the calendar year to which it relates.
INCOME TAX CONSIDERATIONS
The following is a general summary of certain federal income tax consequences to Members
of an investment in the Fund. It is not intended as a complete analysis of all possible tax
considerations in acquiring, holding and disposing of an Interest in the Fund and, therefore, is not a
substitute for careful tax planning by each investor, particularly since the federal, state and local
income tax consequences of an investment in entities taxable as partnerships, like the Fund, may
not be the same for all taxpayers. Except as otherwise discussed herein, this discussion has been
prepared on the assumption that a Member will be an individual who is a citizen or resident of the
U.S. No ruling has been or will be sought from the Internal Revenue Service (the IRS) as to any
matter discussed below. Prospective investors must consult their own tax advisors with respect to
the tax consequences (including state and local and estate tax consequences) of an investment in the
Fund.
This discussion of the federal income tax consequences of an investment in the Fund is based
upon existing law, contained in the Internal Revenue Code of 1986, as amended (the Code), the
Treasury regulations promulgated under the Code (Regulations), administrative rulings and other
32
pronouncements, and court decisions as of the date hereof. The existing law, as currently interpreted, is
subject to change by either new legislation, or by differing interpretations of existing law in regulations,
administrative pronouncements or court decisions, any of which could, by retroactive application or
otherwise, adversely affect a Members investment in the Fund.
Classification as a Partnership. The Fund will be classified as a partnership for U.S. federal
income tax purposes. Certain so-called publicly traded partnerships (as defined in the Code) are taxed
as corporations. The Fund may qualify for a safe harbor provided in the Regulations for avoiding
publicly traded partnership status that applies to a partnership (or an entity taxed as a partnership) which
has no more than 100 partners (as determined under the Regulations) if all of the Interests in such
partnership were issued in transactions that were not required to be registered under the 1933 Act. In any
event, the Fund does not believe that permitting quarterly redemptions will cause it to be treated as a
publicly traded partnership. Accordingly, it is not anticipated that the Fund will pay any federal corporate
income tax.
The discussion below assumes that the Fund will be treated as a partnership for federal income
tax purposes. Treatment of the Fund as a corporation for U.S. federal income tax purposes would
materially reduce the anticipated benefits of an investment in the Fund.
Taxation of Members on Income or Losses of the Fund. No federal income tax is payable by
an entity that is treated as a partnership for federal income tax purposes. Instead, each Member must
report on its federal income tax return for each year during which the Member is a member, its
distributive share of the items of income, gain, loss, deduction and credit of the Fund, whether or not cash
is distributed to that Member during the taxable year. Because Members will be required to include Fund
income in their respective income tax returns without regard to whether there are distributions attributable
to that income, Members may be liable for federal and state income taxes on that income even though
they have received no distributions from the Fund. The Managing Member is not required to make
distributions to Members to cover their tax liability and, in fact, has no present intention of making any
distributions. Accordingly, each Member will be required to find other sources from which to pay the
federal, state and local taxes arising out of that Members investment in the Fund.
Allocations of Income and Loss. A Members distributive share of income, gain, loss,
deduction or credit for federal income tax purposes is usually determined in accordance with the
allocation provisions of a limited liability company agreement. However, under Section 704(b) of the
Code, an allocation is respected only if it either has substantial economic effect or is in accordance with
the Members interest in the limited liability company. If the allocation contained in the LLC Agreement
does not meet either test, the IRS will make the allocation in accordance with its determination of the
Members interest in the Fund.
The Regulations under Section 704(b) of the Code are extremely complex and in many respects
subject to varying interpretations. The allocations contained in the LLC Agreement may not comply in all
respects with the Regulations requirements for having substantial economic effect or for being deemed to
be in accordance with the Members interests in the Fund. However, although the matter is not free from
doubt, the Managing Member believes that the allocations to the Members contained in the LLC
Agreement are in accordance with the Members interests in the Fund and is sustained in all material
respects. It should be noted, however, that there can be no assurance that the IRS will not claim that these
allocations are not in accordance with the Members interests in the Fund and, therefore, attempt to
change the allocations to the Members. In such an event, some Members distributive shares of the
Funds taxable income may increase, while others may decrease.
33
The LLC Agreement provides that a redeeming Member is allocated items of Fund capital gain
(including short-term capital gain) and capital loss for federal income tax purposes to the extent that its
Book Capital Account exceeds or is less than, as the case may be, its Tax Capital Account maintained for
the redeemed Interest at the time of the redemption. There can be no assurance that, if the Managing
Member makes such a special allocation, the IRS will accept such allocation. If such allocation is
successfully challenged by the IRS, the Funds gains allocable to the remaining Members would be
increased.
Transactions in Securities. The Fund expects to generate, directly and indirectly, capital gains
and losses, as well as ordinary income, from its investments. Generally, capital gains and losses are
considered long-term if the investment position is held for more than 12 months and short-term if held for
12 months or less. To the extent the Funds taxable income is characterized as capital gain or loss, a
Members share of that gain or loss will be combined with its own net long-term or short-term capital gain
or loss in computing its federal income tax. A Members allocable share of qualifying dividend income
(if any), received by the Fund will qualify for federal income taxation at capital gain rates (generally
15%).
The maximum rate of federal income tax on net long-term capital gains realized by individuals is
15%, while short-term capital gains realized by individuals are taxed at the same rates as ordinary income.
For regular corporations, the maximum federal rate on all income is 35%.
A Member generally will be unable to deduct its share of any capital losses of the Fund except to
the extent that such Member has capital gains from the Fund or other sources in the same or subsequent
years. If the Fund generates ordinary income and net capital losses, Members will be taxable on the
ordinary income but, unless they have current capital gains, may be unable to deduct the capital losses
allocable to them.
The Funds investments usually will be marked to market at the end of each month for financial
statement presentation purposes. This treatment is inconsistent with the general tax rule that holding a
security does not result in a gain or loss until it is closed by an actual sale or other disposition. The
difference between accounting and tax treatment may result in substantial variation between financial
statement income (or loss) and taxable income (or loss) reported by the Fund. Also, a Manager may
engage in transactions, such as straddles or wash sales, the losses from which might not be currently
deductible for tax purposes, and may acquire certain securities or make certain elections that may
accelerate the Funds recognition of income or gain. In the case of debt instruments with original issue
discount, as defined in the Code, the Fund may be required to accrue interest income in advance of
receiving the related cash payments.
Various of the Funds anticipated investments, including index options and certain foreign
currency contracts, will be classified for tax purposes as Section 1256 contracts. For tax purposes,
Section 1256 contracts that remain open at year-end are treated as if they were sold at year-end, and gain
or loss recognized with respect to Section 1256 contracts is treated as 60% long-term capital gain or loss
and 40% short-term capital gain or loss, regardless of how long the contracts are held.
The Fund may engage in transactions, directly or indirectly, involving forward contracts on
foreign currency. Such contracts generally will give rise to ordinary income or loss under Section 988 of
the Code. Special rules are provided in Section 988 which, among other things, involve certain
34
procedures and elections that an investment vehicle may follow, to the extent available to such investment
vehicle, to obtain capital gain and loss treatment of such transactions.
If the Fund obtains financing denominated in a foreign currency, then the Fund may recognize
gain or loss attributable to fluctuations in such currency relative to the U.S. Dollar. The Fund also may
recognize gain or loss on currency fluctuations occurring between the time the Fund, directly or
indirectly, obtains and disposes of foreign currency, between the time the Fund accrues and collects
income denominated in a foreign currency, or between the time the Fund accrues and pays liabilities
denominated in a foreign currency. Such gains or losses generally will be treated as ordinary income or
loss.
Basis of an Interest. A Members tax basis in its Interest(s) will include the amount of money
that the Member contributes to the Fund, increased principally by the Members allocable share of any
Fund taxable income and gain, and decreased, but not below zero, principally by distributions from the
Fund to the Member and by the Members allocable share of Fund tax losses and deductions.
Distributions; Redemptions. Generally, a cash distribution to a Member, including upon a
redemption of its Interest(s), is taxable only to the extent the distribution exceeds the Members tax basis
in its Interests. The amount of that excess generally would be taxable as capital gain except to the extent
attributable to market discount on debt instruments owned by the Fund. It should be noted that an
economic loss realized by a Member upon a redemption can be recognized only upon a complete
redemption of all of its Interest(s) in the Fund.
Capital gain or loss on a redemption (or other disposition) of Interests generally will be long-term
capital gain or loss to the extent of the portion of the Members Interests that were held for more than 12
months, and short-term capital gain or loss to the extent of the portion of the Members Interests that were
held for 12 months or less. A Member will begin a new holding period each time the Member makes an
additional investment in the Fund as to the portion of its Interests in the Fund that were received in
consideration for such additional subscription.
As discussed above, the LLC Agreement provides that a redeeming Member is allocated items of
Fund capital gain (including short-term capital gain) and capital loss to the extent its Book Capital
Account exceeds or is less than, as the case may be, its Tax Capital Account maintained for the redeemed
Interest at the time of the redemption. Such an allocation may result in the redeeming Member
recognizing capital gain, which may include short-term capital gain, in the Members last taxable year in
the Fund, thereby reducing the amount of long-term capital gain recognized during the tax year in which
it receives its liquidating distribution upon withdrawal.
Elections as to Basis Adjustments. The LLC Agreement does not require the Managing
Member to make an election as to basis adjustments under Section 754 of the Code, nor does it prohibit
the Managing Member from doing so. In general, a Section 754 election, if made, would permit the Fund
to adjust the tax basis of its capital to reflect a transferee members basis in an interest in the Fund sold or
exchanged, or transferred upon the death of a Member. Certain adjustments might also arise if assets are
distributed in kind. These elections are usually beneficial if the Funds properties have appreciated in
value. However, if there are many transfers or distributions to which the election applies, the calculation
of the adjustments and the necessary record keeping become extremely complicated and costly.
Consequently, the Managing Member, in its discretion, may choose not to make the election.
35
Other elections may be available as well in accordance with applicable rules. The Managing
Member may exercise its discretion in making such elections.
Limitations on Deduction of Losses. The deduction of Fund losses, if any, by a Member is
subject to numerous limitations. A Members share of Fund losses and deductions in any taxable year
generally may be deducted only to the extent of the Members tax basis in its Interests at the end of that
taxable year, limited to the amount the Member is considered to have at risk (generally, the sum of the
Members cash investment plus any borrowed amounts for which the Member is personally liable or
which are secured by personal assets other than an Interest). For federal income tax purposes, a Member
is considered to have one aggregate tax basis, even if the Member owns multiple Interests.
Under Section 67(c) of the Code, an individuals miscellaneous itemized deductions, including its
investment advisory expenses, are deductible in any year for regular income tax purposes only to the
extent that they exceed 2% of its adjusted gross income, and are not deductible at all for alternative
minimum tax purposes. The deductible portion, if any, of such expenses is further reduced by an amount
equal to the lesser of 3% of an individuals adjusted gross income in excess of $150,500 ($75,250 in the
case of married individuals filing a separate return) as indexed for inflation, or 80% of the individuals
otherwise allowable miscellaneous itemized deductions. The Managing Member will review with the
Funds accountants whether the Fund can take the position that it is engaged in a trade or business of
trading securities, and that neither the Management Fee nor certain other Fund expenses are required to be
treated as investment advisory expenses. Even if the Funds accountants permit the Fund to take that
position, there is no assurance that the IRS will not challenge it. (Similar issues might be raised with
respect to the Performance Allocation.) Accordingly, prospective investors who are individuals should
consider the possibility that their ability to deduct Fund expenses (other than interest) might be
substantially limited.
Under Section 469 of the Code, non-corporate taxpayers and personal service corporations
deriving net losses from passive activities are permitted to deduct such losses only to the extent of their
income from passive activities, and closely held corporations may not offset passive activity losses
against portfolio income. Passive activity income, against which passive activity losses may be offset,
does not include salaries and other compensation, or portfolio income, such as interest income,
dividends and net capital gains not incurred in the ordinary conduct of a trade or business or not treated as
passive activity income even though incurred in connection with a trade or business. Any losses that are
not currently deductible under this provision may be carried forward and deducted in subsequent years to
the extent of the taxpayers passive activity income in such years. The Funds income, gains and losses
are expected to be non-passive activity income and losses. Accordingly, for most Members, taxable
income allocated to them will not be permitted to be offset by passive activity losses from other
investments, and tax losses and deductions allocated to them will not be subject to this limitation based on
the Regulations currently in effect.
The Code places a limitation on the deductibility of interest on funds borrowed to acquire or carry
assets held for investment by taxpayers other than corporations. Assets held for investment generally
include, for these purposes, investments the income and gains from which are classified as non-passive
activity income under the passive activity loss rules discussed earlier. Non-corporate Members will be
subject to this limitation in calculating the deductible portion of their share of the Funds interest expense.
Under this limitation, which is applied at the Member (not the Fund) level, the amount of investment
interest which may be deducted by a non-corporate Member may not exceed the amount of such
Members net investment income (i.e., the amount by which interest, royalties, short-term capital gains
and rents from investment property exceeds the expenses incurred in earning such income). Long-term
36
capital gains and dividends are includable in net investment income only to the extent a Member elects to
compute tax on such gains and dividends at the same marginal income tax rates as its other income. Nondeductible interest may be carried forward and deducted as investment interest in future taxable years,
subject to the foregoing limitation.
The investment interest limitation will also apply to interest payable with respect to any loans
obtained by non-corporate Members to purchase Interests. The application of the investment interest
limitation to a particular Member will depend on its overall tax situation and should be reviewed by the
Member with its personal tax advisor.
Taxation of Tax-Exempt Investors. ERISA Plans, Individual Retirement Funds and other
entities exempt from Federal income taxation under Section 501(a) of the Code will be subject to taxation,
under Section 511 of the Code, on their unrelated business taxable income (UBTI) from all sources in
any taxable year in which such income exceeds $1,000. The tax is imposed at such income tax rates as
would be applicable to the organization if it were not otherwise exempt from taxation. If an exempt
organization is a Member, it will be required to include in its computation of its UBTI, its pro rata share
of the portion, if any, of the Funds taxable income that would be taxable to the organization as UBTI if
earned directly by the organization, and to file an annual return with the IRS reporting its UBTI from the
Fund.
A portion of the Funds investments is expected to be debt financed, as defined in the Code. As
such, a portion of any income and gain from such investments, to the extent allocable to tax-exempt
investors, as well as a portion of any gain realized by such investors on a sale or redemption of their
Interests, will constitute UBTI. This investment therefore would not be suitable for charitable trusts and
may not be suitable for other types of tax-exempt investors seeking to avoid UBTI. The amount of debt
financing, and the amount of Fund income treated as UBTI, will vary from year to year, and may be
significant in particular years.
A tax-exempt investor may deduct only that portion of its share of expenses and losses of the
Fund that are directly attributable to the portion of its share of Fund income that is treated as UBTI.
Consequently, a tax-exempt investor may be unable to deduct part of its share of expenses and losses of
the Fund, even though all such items allocated to it will reduce the value of its investment in the Fund.
Fund Tax Returns; Audits. The tax returns of the Fund and the Investment Vehicles are subject
to review by the IRS and other taxing authorities. There can be no assurance that these authorities will
not make adjustments in the tax figures reported on the Funds returns. Any adjustments resulting from
an audit may require each Member to file an amended tax return, pay additional income taxes and interest,
which generally is not deductible, and might result in an audit of the Members own return. Any audit of
a Members return could result in adjustments of non-Fund, as well as Fund, income and deductions.
Generally, upon an IRS audit, the tax treatment of Fund items will be determined at the Fund level, and
such treatment generally will be binding on the Members.
If the Funds tax returns were audited, the Fund would probably incur legal and accounting
expenses in seeking to sustain its position. The payment of these expenses would reduce cash otherwise
available for distribution. In addition, the Members might incur personal legal and accounting expenses
in connection with any amendment or audit of their returns.
Tax Shelter Regulations; Disclosure. Recently finalized Regulations directed at abusive tax
shelter activity and generally effective January 1, 2003 apply to transactions not conventionally regarded
37
as tax shelters. Among other things, the Regulations require specified disclosures by certain persons who
directly or indirectly participate in a reportable transaction, as defined. A transaction involving an
actual or deemed acquisition of an asset generally is a reportable transaction if it generates gross tax
losses (whether or not offset by income or gains) equal to or greater than certain amounts (specified
below), unless the transaction comes within one of several exclusions. While the exclusions generally
cover most customary trading activity, they do not cover certain types of foreign currency and arbitrage
transactions, among others. Accordingly, it is possible that the Fund may, directly or indirectly,
participate in one or more reportable transactions. In that event, the Fund would be required to file an IRS
Form 8886 with its tax return and maintain a list identifying those Members (if any) that were allocated
tax losses from the reportable transaction(s) equal to or greater than the specified amounts. (The amounts
are, for taxpayers other than C corporations, $2 million from one or more reportable transactions in any
taxable year, $4 million from one or more reportable transactions over any six-year period, or $50,000 of
ordinary loss from any foreign currency transaction that is not otherwise excluded from the application of
these rules.) A Member that is allocated tax losses from reportable transactions equal to or greater than the
specified amounts must file an IRS Form 8886 with its own tax return for each year that the Member
reports tax losses from the reportable transaction(s).
Each Member should consult with its own tax advisor concerning the possible application of the
foregoing disclosure requirements to this investment.
Subject to compliance with any applicable federal or state securities laws, a Member (and any
employee, representative or other agent of the Member) is expressly authorized to disclose to any and all
persons the tax structure and tax treatment of an investment in the Fund or a Fund transaction and all
materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax
structure and tax treatment, without limitation of any kind except that tax treatment and tax structure shall
not include the identity of the Fund or the Managing Member. The tax structure of an investment in the
Fund or a Fund transaction is any fact that may be relevant to understanding the claimed federal income
tax treatment of an investment in the Fund or the applicable transaction. The tax treatment of an
investment in the Fund or a Fund transaction is the claimed federal income tax treatment of an investment
in the Fund or the applicable transaction.
State and Local Taxes; Foreign Taxes. Each Member may be liable for state and local income
taxes payable in each state or locality in which it is a resident or doing business. The income tax laws of
each state and locality may differ from the above discussion of federal income tax laws, and may impose
additional limitations on the deductibility of losses and expenses that are reported by the Fund as
investment advisory expenses. Prospective Members, particularly corporate and foreign Members, should
consult their own tax counsel with respect to potential state and local income taxes payable as a result of
an investment in the Fund.
The Fund may be subject to foreign taxes, including withholding taxes, on its investments in
foreign securities. Such taxes may be deductible or creditable in determining a Members U.S. income
tax liability (if any), subject to applicable tax law limitations.
Members must consult their own advisers regarding the possible applicability of state, local or
foreign taxes to an investment in the Fund. In addition, the foregoing summary is not intended as a
substitute for professional tax advice, nor does it purport to be a complete discussion of all tax
consequences that could apply to this investment. Accordingly, a Member must consult its own tax
advisor as to the tax consequences of this investment.
38
INVESTMENT REQUIREMENTS
Each prospective subscriber for Interests should consider whether the purchase of an Interest is
suitable for it in light of its individual investment objectives and its present and expected future financial
position and needs and tax situation.
Each subscriber must, among other things, represent and warrant in the Subscription Documents
(a form of which is attached hereto as Exhibit B) that such subscriber has received and read this
Memorandum and that it is purchasing Interests for investment purposes only, can afford the loss of its
entire investment and has such knowledge and experience in financial and business matters such that it is
capable of evaluating the merits and risks of the prospective investment.
In order to be eligible to purchase an Interest, a subscriber must have a substantive and preexisting relationship with the Managing Member, the Investment Manager or their principals, employees
or representatives, and must be (i) an accredited investor within the meaning of Regulation D
promulgated under the 1933 Act, and (ii) a qualified client as defined in Rule 205-3 adopted under the
Advisers Act Section 2(a)(51). Since the Fund may invest in new issues, directly or indirectly, a
subscriber must not be a restricted person in order to participate in new issue profits. Each of these
terms is defined in the Subscription Documents.
The Managing Member may, subject to the limitations set forth under Certain ERISA
Considerations, accept subscriptions from persons that are Individual Retirement Funds, ERISA Plans,
Non-ERISA Plans and Plan Assets Entities. The Managing Member does not intend to accept a
subscription from a prospective investor if, after accepting such subscription, an aggregate of 25% or
more of the equity interests in the Fund (without giving effect to the equity interests held by the
Investment Manager and the Managing Member or any of their affiliates) would be held by ERISA Plans,
Individual Retirement Funds and Plan Asset Entities. Because the Fund may generate unrelated business
taxable income, an investment in the Fund is not suitable for charitable trusts, and also may not be
suitable for other tax exempt entities, including ERISA Plans, Individual Retirement Funds and Plan
Asset Entities.
The Fund reserves the right to refuse to accept the subscription of any person that, in the opinion
of the Managing Member, fails to satisfy the investor suitability standards set forth herein, or does not
have such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of this investment, or for any other reason. The Managing Member reserves the right to
require any prospective subscriber to provide additional information and/or documentation to confirm (i)
that the subscriber is an accredited investor, (ii) whether the subscriber is or is not a restricted person,
within the meaning of the Conduct Rules of the NASD, and (iii) whether the subscriber is or may be
subject to applicable anti-money laundering laws, rules or regulations.
The Managing Member may designate Special Members, having Interests with different rights
and obligations from the Interests offered hereby. In addition, the Fund has entered or may enter into
arrangements with third parties, the terms of which may include the Fund providing indemnification
under certain circumstances.
39
A Member that is, or that is an affiliate of, a bank holding company, as defined in the Bank
Holding Company Act of 1956, as amended, or that is a non-bank subsidiary of such bank holding
company, or is otherwise subject to such act, will agree to be bound by the applicable terms of the LLC
Agreement.
PRIVATE PLACEMENT
Interests are being offered to qualified investors as a private placement without registration under
the 1933 Act or the 1940 Act. Properly registered selling agents engaged on behalf of the Fund may, with
the consent of the applicable subscribing Member introduced to the Fund by that selling agent, receive a
selling agent fee from that Members subscription amount. The Fund shall not receive any portion of the
selling agents fees. Managing Member is authorized, in its sole discretion at any time, to terminate and
discontinue offering Interests, in whole or in part, or in respect of any particular jurisdiction.
Interests are being sold by the Fund when, as, and if subscriptions therefor are accepted by the
Managing Member, subject to the satisfaction of certain conditions and the approval of counsel of certain
legal matters. As a private placement, this offering is directed only to persons with whom or with which
the Managing Member, on the basis of such persons substantive and pre-existing relationship with the
Managing Member, or its principals, employees or representatives, has reason to believe are suitable
investors in the Fund, having in mind, among other things, the high minimum investment and the limited
liquidity of the Interests.
The Managing Member, in its sole discretion, may reject any subscription in whole or in part for
any reason. All subscriptions are irrevocable. A subscription received and not immediately rejected by
the Managing Member will be deposited in the Funds name in an interest-bearing account until the
Managing Member either rejects such subscription prior to, or accepts such subscription on, the
applicable Closing Date. Interest earned on subscriptions will be treated as interest earned by the Fund on
the applicable Closing Date.
The Fund will accept subscriptions at the end of each month effective for investment on the first
day of the next succeeding month and at such additional times as the Managing Member, in its sole
discretion, may permit. The minimum initial subscription is [AMOUNT] per subscriber, or such lesser
amounts as the Managing Member, in its sole discretion, may permit. Existing Members may subscribe
for additional amounts with a minimum subscription of [AMOUNT], or such lesser amounts as the
Managing Member, in its sole discretion, may permit.
In general, the Fund must receive the Subscription Documents and the subscription amount no
later than four Business Days prior to the Closing Date on which the subscription is intended to be
accepted by the Fund. If the Fund receives Subscription Documents or the subscription amount later than
four Business Days prior to the Closing Date, unless the Managing Member, in its sole discretion, waives
the untimeliness of such subscription, such subscription will be held until the next Closing Date that
immediately follows the date of receipt of such subscription, at which time such subscription will be
considered for acceptance by the Fund. Interest earned on subscriptions will be treated as interest earned
by the Fund on the applicable Closing Date.
40
ADDITIONAL INFORMATION
This Memorandum is intended solely to provide qualified offerees with an introduction to this
offering and to the Fund and its proposed business. The Fund will make available to any offeree any nonproprietary information deemed necessary or appropriate by such offeree to the extent such information
can be obtained without unreasonable effort or expense. Information concerning this offering may be
obtained by writing or telephoning to the Fund at the address or telephone number shown in the
Summary.
41
(FUND NAME)
Exhibit A
LIMITED LIABILITY COMPANY
AGREEMENT
TABLE OF CONTENTS
Page
1.
General Provisions. ...........................................................................................................1

1.1
1.2
1.3
1.4
1.5
2.
Formation ............................................................................................................1
Name.....................................................................................................................1
Purpose.................................................................................................................1
Principal Place of Business and Registered Offices.........................................1
Term .....................................................................................................................2
Certain Definitions............................................................................................................2
3.
Members, Capital Contributions, Additional Capital Contributions, Capital Accounts,
Allocations, Redemption Rights and Distributions ......................................................................7
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
4.
Fees and Expenses. .........................................................................................................14

4.1
4.2
5.
Members ..............................................................................................................7
Capital Contributions.........................................................................................7
Additional Capital Contributions......................................................................7
No Additional Contributions Required ............................................................7
Capital Accounts .................................................................................................7
Adjustments to Book Capital Accounts. ...........................................................8
Adjustments to Tax Capital Accounts ..............................................................9
Determination and Allocation of Profits, Losses and Certain Deductions....9
Determination and Allocation of Capital Gain and Capital Loss ..................9
Admission of Members; Transfers..................................................................10
Liability for Certain Taxes...............................................................................10
Designation of Special Members .....................................................................10
Redemptions by Members................................................................................11
Distributions. .....................................................................................................13
Separate Series ..................................................................................................13
Fees and Expenses.............................................................................................14

Expenses Paid by the Managing Member ......................................................14
Management....................................................................................................................14
5.1
5.2
5.3
5.4
5.5
5.6
Management of Fund Business ........................................................................14

Powers of the Managing Member. ..................................................................14
Restrictions on Managing Members Authority. ...........................................17
Other Businesses of Members..........................................................................18
Liability and Indemnification. .........................................................................18
Determination by Managing Member of Certain Matters ...........................19
i
5.7
6.
Rights and Obligations of Members. ..............................................................................20

6.1
6.2
6.3
7.
Conflicts Derived by Dual Status of the Managing Member........................20
Limitations on Members ..................................................................................20

Liability of Members. .......................................................................................20
Consents .............................................................................................................20
Books, Records and Reports. ..........................................................................................21

7.1
7.2
7.3
7.4
Books and Records............................................................................................21

Accounting Basis ...............................................................................................21
Reports. ..............................................................................................................21
Tax Information ................................................................................................21
8.
Admission of New Members. .........................................................................................22
9.
Transferability, Assignment and Substitution. ...............................................................22

9.1
9.2
9.3
9.4
10.
Dissolution, Liquidation and Termination of the Fund. .................................................24

10.1
10.2
11.
Dissolution .........................................................................................................24
Liquidation. .......................................................................................................25
Amendments. ..................................................................................................................26
11.1
11.2
11.3
12.
Restrictions on Transfers of Interest. .............................................................22

Assignees. ...........................................................................................................23
Substituted Members........................................................................................23
Transfer of Interests by Managing Member..................................................24
Permitted Amendments....................................................................................26
No Voting or Management Rights of Members .............................................26
Amendment of Certificate of Formation ........................................................26
Powers of Attorney. ........................................................................................................26

12.1
12.2
12.3
Appointment......................................................................................................26
Coupled with an Interest ..................................................................................27
Execution and Delivery ....................................................................................27
13.
Representations, Warranties, Covenants and Understandings of Members. ..................27
14.
Bank Holding Company Regulatory Compliance. .........................................................27

14.1
14.2
Non-Voting Interests.........................................................................................27
Waiver to Vote for Successor Managing Member.........................................28
ii
14.3
14.4
14.5
14.6
15.
Redemption of non-Permitted Interests .........................................................28

Notice of Distribution .......................................................................................28
Redemption upon Tenth Anniversary ............................................................28
Certain Actions of the Fund.............................................................................28
Miscellaneous. ................................................................................................................29
15.1
15.2
15.3
15.4
15.5
15.6
15.7
15.8
15.9
15.10
15.11
15.12
15.13
Notice..................................................................................................................29
Governing Law..................................................................................................29
Arbitration.........................................................................................................29
Entire Agreement..............................................................................................29
Headings ............................................................................................................30
Binding Effect....................................................................................................30
Legends ..............................................................................................................30
No Third Party Beneficiaries ...........................................................................30
Counterparts .....................................................................................................30
Creditors ............................................................................................................30
Severability ........................................................................................................30
Context ...............................................................................................................30
Confidentiality...................................................................................................30
Certificate of Formation........................................................................................................ Attachment 1
Additional Members ..................................................................................................Attachment 2
iii
LIMITED LIABILITY COMPANY AGREEMENT

OF
( NAME) FUND, LLC
This Limited Liability Company Agreement dated as of [DATE], between (Company Name) LLC
(the Managing Member), and such other person or persons as may become parties to this Agreement
by executing a counterpart hereof, as members (each a Member, and collectively with the Managing
Member, the Members).
WHEREAS, the parties have established ( FUND NAME) Fund, LLC (the Fund) as a limited
liability company under the Delaware Limited Liability Company Act, 6 Del. C. 18-101 et seq. (the
Act); and
WHEREAS, the Members desire to admit additional Members to the Fund and the Members
hereto desire to enter into this Agreement as hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained and for
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Members hereby agree as follows:
1.
General Provisions.
1.1 Formation. The Members hereto do hereby ratify the formation of a limited liability
company under the provisions of the Act and this Agreement. The Members also ratify, confirm, and
approve the execution, delivery and filing with the Delaware Secretary of State of the Certificate of
Formation in the form of Attachment 1 hereto. The rights and liabilities of the Members shall be as
provided in the Act except as herein otherwise expressly provided. The Members shall cause to be
executed and filed such further certificates, notices, statements or other instruments required by law for
the operation of a limited liability company in all jurisdictions where the Fund is required to qualify or be
authorized to do business as a foreign limited liability company, or as otherwise necessary to carry out the
purpose of this Agreement and the business of the Fund.
1.2 Name. The name of the Fund shall be ( FUND NAME) Fund, LLC.
1.3 Purpose.
1.3.1
The Fund is formed to engage in any lawful act or activity for which
limited liability companies may be organized under the laws of the State of Delaware, including, but not
limited to, the trading, on margin and otherwise, whether directly or indirectly, of Financial Instruments
and to engage in all other activities and transactions as are necessary, incidental or ancillary to the
foregoing. The objective of the Funds business is the appreciation of its assets.
1.3.2
and at the risk of the Fund.
All purchases and sales of permitted investments shall be for the account
1.4 Principal Place of Business and Registered Offices. The principal place of business of the
Fund is [ ADDRESS]. The Fund may from time to time change its principal place of business and may
establish additional places of business when and where required by the business of the Fund. The address
1
of the registered office of the Fund in the State of Delaware is [ADDRESS] or such other locations as the
Fund may designate from time to time. The name and address of the registered agent for service of
process on the Fund in the State of Delaware shall be [NAME &ADDRESS] or such other agent as may
be designated from time to time by the Fund.
1.5 Term. The term of the Fund commenced on the date that the Certificate of Formation was
filed with the Delaware Secretary of State and shall continue until terminated as provided in this
Agreement.
2.
Certain Definitions.
2.1
Accounting Period means, in the case of the Funds first Accounting Period, the
period beginning on the date on which the Fund commences trading activity and ending on the next
following Valuation Date, and thereafter, the period beginning on the next day after the last Valuation
Date and ending on the next following Valuation Date.
2.2
Act has the meaning set forth in the Preamble to this Agreement.
2.3
Additional Contributions Date has the meaning set forth in Section 3.3 hereof.
2.4
Agreement means this Limited Liability Company Agreement as amended or restated
from time to time.
2.5
Allocation Formula has the meaning set forth in Section 3.5 hereof.
2.6
BHC Act means the Bank Holding Company Act of 1956, as amended.
2.7
BHC Limit has the meaning set forth in Section 14.3 hereof.
2.8
BHC Member means a Member that is, or is an affiliate of, a bank holding company,
as defined the BHC Act, or is a non-bank subsidiary of such bank holding company or is otherwise
subject to the BHC Act.
2.9
Book Capital Account has the meaning set forth in Section 3.5 hereof.
2.10
Brokers has the meaning set forth in Section 5.2.2(viii) hereof.
2.11
Business Day means a day (other than a Saturday or Sunday) on which banks and
relevant financial markets are open for business in New York.
2.12
Capital Contribution means the total amount of cash and other property contributed
to the Fund by each Member, from time to time, in accordance with the terms hereof. Each Members
Capital Contribution shall be in cash, provided that, in the sole discretion of the Managing Member, a
Members Capital Contribution may consist, in whole or in part, of marketable Financial Instruments if
deemed acceptable to the Managing Member and when those Financial Instruments are free and clear of
all claims, liens, charges and encumbrances.
2
2.13
Capital Gain means, for each Fiscal Year of the Fund, the Funds taxable income and
taxable gain resulting from all sales or other dispositions (including any deemed dispositions under the
Code) of capital assets during such Fiscal Year with respect to which income, gain or loss is recognized
for federal income tax purposes.
2.14
Capital Loss means, for each Fiscal Year of the Fund, the Funds tax loss resulting
from all sales or other dispositions (including any deemed dispositions under the Code) of capital assets
during such Fiscal Year with respect to which income, gain or loss is recognized for federal income tax
purposes.
2.15
Code means the Internal Revenue Code of 1986, as amended.
2.16
Disposition means a complete or partial disposition of a Designated Investment or an
earlier determination by the Managing Member or the applicable Manager, as the case may be, in its
discretion that such Designated Investment has a readily ascertainable market value.
2.17
ERISA means the Employee Retirement Income Security Act of 1974, as amended.
2.18
Excluded Investments has the meaning set forth in Section 3.6.2 hereof.
2.19
Exempt Interest means an Interest that is owned by the Managing Member or a
Special Member.
2.20
Financial Instrument means, without limitation, (i) U.S. and non-U.S. equity and
equity-related securities (publicly-traded and privately offered, listed and unlisted), including, but not
limited to, convertible debt securities, preferred stocks and their related common stocks, new issues,
U.S. Treasury securities and indices, (ii) U.S. and non-U.S. bonds and other fixed income securities and
debt obligations, government securities, mortgage-backed securities, bank debts, money market
obligations, distressed equity, high yield securities, (iii) derivatives instruments such as, without
limitation, options, warrants and forward contracts, and (iv) such other instruments, rights, and interests as
determined by the Investment Manager or the Managers, as applicable.
2.21
Fiscal Quarter means, generally, each period of three months ending on March 31,
June 30, September 30, and December 31, respectively, of each Fiscal Year.
2.22
Fiscal Year has the meaning set forth in Section 7.2 hereof.
2.23
Fund has the meaning set forth in the Preamble to this Agreement.
2.24
Fund and its Affiliates has the meaning set forth in Section 5.5.1 hereof.
2.25
Hardships has the meaning set forth in Section 3.13.2 hereof.
2.26
Interest means a limited liability company interest in the profits, losses, distributions,
capital and assets of the Fund equal to the percentage obtained by dividing (as of the date of
determination) the Book Capital Account balance of such Interest by the total Book Capital Account
balances of all Interests of the same class then outstanding. Each Member shall have a separate Interest in
respect of each Capital Contribution made from time to time by such Member. Interests need not be
3
evidenced by certificates. Except as otherwise provided in this Agreement, the Managing Member may,
without limitation, issue interests or classes of Interests having redemption rights, paying fees and
expenses and having Performance Allocations different from the existing Interests, and the Managing
Member may modify the Performance Allocation, redemption rights, Management Fee and other fees and
expenses to be paid with respect to a category (or class) of Interests. In addition, the Managing Member
may form any number of Series; provided that the Managing Member may not reduce the Book Capital
Accounts of any existing Members except as otherwise provided in Section 3.13.5 hereof.
2.27
Investment Manager means (Company Name) LLC and its successors and assigns.
2.28
Investment Vehicle means an investment entity managed by a Manager in which the
Fund invests its assets.
2.29
IRS means the Internal Revenue Service.
2.30
JAMS has the meaning set forth in Section 15.3 hereof.
2.31
Losses means, for each Fiscal Year of the Fund, losses of the Fund as determined for
federal income tax purposes, and each item of income, gain, loss or deduction entering into the
computation thereof, except that any deductions for Management Fees charged against the Book Capital
Account of any Interest pursuant to Section 3.6.1(iii) hereof and any income, gain or loss taken into
account in determining the Capital Gain or the Capital Loss of the Fund for such Fiscal Year shall not
enter into such computations.
2.32
Makeup Amount means, with respect to an Interest, the amount by which the
cumulative charges to the Book Capital Account of an Interest pursuant to Section 3.6.1 through the close
of a Measurement Period (on account of decreases in the Net Asset Value of the Fund and any
Management Fees charged to such Interest) exceed the cumulative credits to the Book Capital Account
balance of such Interest pursuant to Section 3.6.1 hereof over the same period (on account of increases in
the Net Asset Value of an Interest). If part of an Interest is redeemed, the Makeup Amount with respect to
such Interest shall be reduced in proportion to the amount redeemed relative to the Book Capital Account
of the Interest as of the Redemption Date (prior to giving effect to such redemption).
2.33
Managed Account means an account managed directly by a Manager in the event the
Fund invests its assets directly in Financial Instruments.
2.34
Management Fee has the meaning set forth in Section 4.1.2 hereof.
2.35
Manager means, collectively or individually, any investment manager, foreign
exchange trader and/or the Investment Manager with which or with whom the Fund, directly or indirectly,
has made an investment.
2.36
Managing Member has the meaning set forth in the Preamble to this Agreement.
2.37
Managing Member and its Affiliates has the meaning set forth in Section 5.5.1
hereof.
4
2.38
Measurement Period with respect to an Interest shall mean, in the case of the first
Measurement Period, the period beginning with the date on which a Book Capital Account was opened
for the Interest and ending on the last day of the same Fiscal Year, and in the case of subsequent
Measurement Periods, each period ending on the last day of the Fiscal Year; provided that in the case of
an Interest (or part thereof) redeemed on a Redemption Date, the final Measurement Period with respect
to the Interest (or part thereof) redeemed shall end on the applicable Redemption Date; and provided
further, that in the event the Fund is terminated, the final Measurement Period with respect to all Interests
shall end on the date of such termination.
2.39
Member means any person or entity who becomes a Member of the Fund and who is
listed as such on the books and records of the Fund, and may include any Managing Member with respect
to membership Interests purchased by that person.
2.40
Members means the Managing Member and the Members collectively where no
distinction is required by the context in which the term is used.
2.41
NASD means the NASD Inc.
2.42
Net Asset Value of the Fund means at any date the total assets of the Fund including
all cash and cash equivalents (valued at market plus accrued interest), accrued interest and the market
value of all Financial Instruments and other assets of the Fund (e.g., the Funds investments with the
Managers), at fair value, less all liabilities of the Fund, at fair value, including, but not limited to, accrued
Management Fees, accrued legal, accounting, and auditing fees, and any extraordinary expenses with each
determined on the basis of U.S. Generally Accepted Accounting Principles consistently applied under the
accrual method of accounting, unless determined otherwise by the Managing Member, at its sole
discretion. Without limitation, the Managing Member may elect to amortize the organizational expenses
of the Fund.
2.43
Net Asset Value of an Interest means at any date the portion of the Net Asset Value of
the Fund allocated to that Interest.
2.44
New Net Profit exists with respect to an Interest if the balance of such Interests Book
Capital Account at the end of any Measurement Period (after making the adjustments required by
Sections 3.6.1(i) to (iv) hereof), after adding back all amounts distributed during such Measurement
Period with respect to such Interest and subtracting additional Capital Contributions made during such
Measurement Period with respect to such Interest, exceeds the sum of (i) the sum of the Book Capital
Account balance of such Interest at the beginning of such Measurement Period, after deducting the
Performance Allocation, if any, in respect of such Interest for the immediately preceding Measurement
Period, plus (ii) the Makeup Amount (if any) as of the end of the immediately preceding Measurement
Period. The beginning Book Capital Account balance of an Interest that is redeemed in part shall be
reduced (for purposes of calculating the New Net Profit, if any, with respect to the remaining Interest for
such Measurement Period) by the portion of such beginning Book Capital Account balance that is
attributable to the portion of the Interest that is redeemed.
2.45
Non Voting Interests shall mean limited liability company interests of the Fund which
have no voting rights other than (i) the right to vote on any proposal to continue the Fund under Section
10.1(ii), but not on the selection of the Managing Member pursuant to such Section 10.1(ii), (ii) the right
5
to vote with respect to any amendment to this Agreement which significantly and adversely affects the
rights or preferences of the interests held by the BHC Member or such BHC Members limited liability
status, and (iii) any amendment to the provisions of Section 14.
2.46
1940 Act has the meaning set forth in Section 5.2.2(xix) hereof.
2.47
Performance Allocation has the meaning set forth in Section 3.6.1(v) hereof.
2.48
Permitted Interests has the meaning set forth in Section 14.3 hereof.
2.49
Private Placement Memorandum means the Confidential Private Placement
Memorandum dated as of [DATE] (and any exhibits thereto), as amended and supplemented from time to
time.
2.50
Profits means, for each Fiscal Year of the Fund, profits of the Fund as determined for
federal income tax purposes, and each item of income, gain, loss or deduction entering into the
computation thereof, excluding from such computation the items described as being excluded from the
computation of Losses in the definition thereof.
2.51
Redemption Date has the meaning set forth in Section 3.13.1 hereof.
2.52
Redemption Price has the meaning set forth in Section 3.13.2 hereof.
2.53
Redemption Request has the meaning set forth in Section 3.13.1 hereof.
2.54
Section 225.71 has the meaning set forth in Section 14.6.1 hereof.
2.55
Series has the meaning set forth in Section 3.15 hereof.
2.56
Special Member has the meaning set forth in Section 3.12 hereof.
2.57
Subscription Acceptance Date has the meaning set forth in Section 3.2.1 hereof.
2.58
Substituted Member has the meaning set forth in Section 9.3.1 hereof.
2.59
Tax Capital Account has the meaning set forth in Section 3.5 hereof.
2.60
Treasury Regulations means the income tax regulations promulgated under the Code,
as such regulations may be amended from time to time.
2.61
Valuation Date means whichever is applicable of (i) the last day of each calendar
month, (ii) the day immediately preceding the date on which a Member is admitted to the Fund or makes
an additional Capital Contribution if that date is not the first day of a calendar month, (iii) any
Redemption Date or distribution record date that is not the last day of a calendar month, or (iv) the date of
liquidation and dissolution of the Fund.
6
3.
Members, Capital Contributions, Additional Capital Contributions, Capital Accounts,

Allocations, Redemption Rights and Distributions
3.1 Members. The names, residence addresses and Capital Contributions of the Members shall
be maintained by the Managing Member with the records of the Fund.
3.2 Capital Contributions.
3.2.1
The terms of the offering of the Interests, the form of each Members
Capital Contribution (including any deductions therefrom), the investor suitability requirements and the
minimum investment for Members shall be determined by the Managing Member in its sole discretion.
Unless otherwise determined by the Managing Member, in its sole discretion, each new Member shall be
admitted to the Fund as of the first day following the end of the month in which the Managing Member
receives and accepts such persons Capital Contribution and executed subscription agreement and such
other documents or agreements as the Managing Member may require and enters such person as a
Member on the books of the Fund (a Subscription Acceptance Date).
3.2.2
The Managing Member shall contribute such amount(s) as it shall
determine and shall receive in return an Interest. Subject to Section 5.7 herein, the Managing Member
shall, with respect to any Interest owned by it, enjoy all of the rights and privileges, and be subject to all
of the obligations and duties of, a Member, in addition to its rights, privileges and obligations as a
managing member.
3.2.3
No Member shall be paid interest on any Capital Contribution.
3.2.4
The Managing Member shall not be personally liable for the return or
repayment of all or any portion of the capital (or appreciation thereof) of any Member, it being expressly
agreed that any such return of capital or appreciation made pursuant to this Agreement shall be made
solely from the assets of the Fund without any right of contribution from the Managing Member.
3.3 Additional Capital Contributions. The Managing Member is authorized, without the
consent of the other Members, to permit any existing Member to make an additional Capital Contribution
on the first day of any calendar month or at such other times and upon such terms and conditions as the
Managing Member in its sole discretion shall determine (an Additional Contributions Date). The
terms and conditions under which any existing Member may increase its Capital Contribution shall be
subject to all the provisions of this Agreement.
3.4 No Additional Contributions Required. Members will not be required to make any
contributions to the capital of the Fund beyond the Capital Contributions referred to in Section 3.2.1 or
3.2.2, except as provided in Section 3.11.
3.5 Capital Accounts. There shall be established for each outstanding Interest a book capital
account (the Book Capital Account) and a tax capital account (the Tax Capital Account). The
balance of the Book Capital Account and Tax Capital Account for each Interest initially shall equal the
initial Capital Contribution made by a Member to the Fund for such Interest in accordance with Section
3.2. Thereafter, the Book Capital Account and the Tax Capital Account for an Interest shall be reduced
by the amount of any redemptions or distributions made with respect to such Interest pursuant to Sections
7
3.13, 3.14 and 10.2 hereof, and shall be further adjusted as provided in Section 3.6 (in the case of Book
Capital Accounts) and Section 3.7 (in the case of Tax Capital Accounts). Allocations shall be made in
accordance with the following formula (the Allocation Formula), unless otherwise provided in
Sections 3.6, 3.7, 3.8 or 3.9: with respect to each category or class of Interests, allocations for each
Accounting Period shall be made among all Interests in a class in proportion to their respective Book
Capital Account balances as of the beginning of such Accounting Period.
3.6 Adjustments to Book Capital Accounts.
3.6.1
As of the close of business on each Valuation Date during each Fiscal
Year, prior to making the allocations described in Sections 3.8 and 3.9, the following determinations and
adjustments shall be made:
(i)
The Net Asset Value of the Fund, without reduction for the
Management Fees accrued during the Accounting Period just ended, shall be determined.
(ii)
The difference between the current Net Asset Value of the Fund
determined pursuant to Section 3.6.1 (i) hereof and the Net Asset Value of the Fund
determined pursuant to Section 3.6.1 (i) hereof as of the applicable preceding Valuation
Date shall be allocated to Book Capital Accounts in accordance with the Allocation
Formula set forth in Section 3.5.
(iii)
The Management Fees accrued with respect to each Interest shall be
calculated in accordance with the terms of Section 4.1.2 hereof, and such amounts shall
be charged against the Book Capital Account of such Interest (other than an Exempt
Interest not being charged any, or the same, Management Fee).
(iv)
Amounts paid or to be paid in respect of any Interest redeemed shall
be charged against the Book Capital Account maintained for such Interest as of the close
of the applicable Redemption Date, and amounts distributed or to be distributed in respect
of any Interest shall be charged against the Book Capital Account maintained for such
Interest as of the close of the applicable record date for the distribution.
(v)
At the close of each Measurement Period, the Performance
Allocation, if any, due to the Managing Member with respect to each Interest (other
than an Exempt Interest not being subject to any, or the same, Performance Allocation)
shall be calculated as follows, and the following adjustments to the Book Capital Account
of such Interest shall be made: If there is New Net Profit with respect to such Interest for
a Measurement Period, then a Performance Allocation in an amount equal to 20% of the
amount of the New Net Profit allocable to such Interest for such Measurement Period
shall be charged against such Interests Book Capital Account and credited to the
Managing Members Book Capital Account.
3.6.2
Notwithstanding anything to the contrary in this Agreement (including in
this Section 3.6), if the Managing Member determines that for legal, tax or regulatory reasons, including
in order to comply with NASD new issues rules and interpretations concerning investments in securities
of a public offering, a Member cannot participate in the Profit or Loss, if any, attributable to such new
issues or other investments (collectively, Excluded Investments), the Fund shall allocate the Profit,
8
Loss and related expenses for Excluded Investments only to the Capital Accounts of Members who are
permitted to invest in such Excluded Investments. Interests in Excluded Investments shall be set forth in a
separate memorandum account, and any Profit, Loss and related expenses for such memorandum account
shall be separately calculated. In addition, notwithstanding the terms of this Agreement, redemption fees
and related expenses incurred by the Fund with respect to its investments in Investment Vehicles will be
allocated to the Member which caused the Fund to incur such redemption fees.
3.7 Adjustments to Tax Capital Accounts. As of the close of each Fiscal Year, the Tax Capital
Account maintained for each Interest shall be adjusted as follows:
(i)
Each Tax Capital Account shall be increased by the amount of
Profits, and decreased by the amount of Losses and deductions, allocated to such Interest
pursuant to Section 3.8.
(ii)
Each Tax Capital Account shall be decreased as of the close of the
applicable record date by the amount of any redemptions or distributions made in respect
of such Interest during or with respect to such Fiscal Year.
(iii)
Each Tax Capital Account shall be increased by the amount of
Capital Gain and decreased by the amount of Capital Loss allocated to such Interest
pursuant to Section 3.9.
(iv)
The Tax Capital Account maintained for any Interest that is
completely redeemed during a Fiscal Year shall be eliminated as of the first day of the
following Fiscal Year.
3.8 Determination and Allocation of Profits, Losses and Certain Deductions. As of the close
of each Fiscal Year, the Profits, Losses and deductions for Management Fees of the Fund shall be
determined for each Accounting Period during such Fiscal Year. For federal, state and local income tax
purposes, the Profits, Losses and deductions for Management Fees for each Accounting Period shall be
allocated in accordance with the related credits and charges made to Book Capital Accounts in respect
thereof pursuant to Section 3.6.1.
3.9 Determination and Allocation of Capital Gain and Capital Loss. As of the close of each
Fiscal Year, the Capital Gain and Capital Loss of the Fund shall be determined for each Accounting
Period during such Fiscal Year, and shall be allocated in compliance with Section 704(c) of the Code and
the Treasury Regulations thereunder. Such allocations may be made as follows:
(i)
For each Accounting Period (up to the applicable Redemption Date
for each Interest hereinafter described), Capital Gain may be allocated first to each
Interest that was redeemed in whole or in part during such Accounting Period up to any
excess of the Book Capital Account over the Tax Capital Account maintained for the
redeemed Interest at the time of such redemption. If the Capital Gain to be so allocated to
all redeemed Interests is less than the excess of all such Interests, then Capital Gain may
be allocated among all such Interests in the ratio that each such Interests excess bears to
the aggregate excess of all such Interests.
9
(ii)
Capital Gain remaining after the allocation in clause (i) above may
be allocated among all Interests whose Book Capital Accounts are in excess of their Tax
Capital Accounts (after the adjustments in clause (i)) in the ratio that each such Interests
excess bears to the aggregate excess of all such Interests.
(iii)
Any remaining Capital Gain shall be allocated among all Interests in
proportion to their respective Book Capital Accounts.
(iv)
For each Accounting Period (up to the applicable Redemption Date
for each Interest hereinafter described), Capital Loss may be allocated first to each
Interest that was redeemed, in whole or in part, during such Accounting Period up to any
excess of the Tax Capital Account over the Book Capital Account maintained for the
redeemed Interest at the time of such redemption. If the Capital Loss to be so allocated to
all redeemed Interests that have been redeemed, in whole or in part, is less than the excess
of all such Interests, then Capital Loss may be allocated among all such Interests in the
ratio that each such Interests excess bears to the aggregate excess of all such Interests.
(v)
Capital Loss remaining after the allocation in clause (iv) above may
be allocated among all Interests whose Tax Capital Accounts are in excess of their Book
Capital Accounts (after the adjustments in clause (iv)) in the ratio that each such
Interests excess bears in the aggregate excess of all such Interests.
(vi)
Any remaining Capital Loss shall be allocated among all Interests in
proportion to their respective Book Capital Accounts.
(vii)
All allocations of Capital Gain and Capital Loss are intended to
eliminate, to the extent possible, any disparity between the Book Capital Account and the
Tax Capital Account for each Interest consistent with the principles set forth in Section
704(c) of the Code and the Treasury Regulations thereunder.
3.10
Admission of Members; Transfers. Members shall be deemed admitted, additional
Capital Contributions from existing Members shall be accepted, and a Book Capital Account and Tax
Capital Account shall be established as of each Subscription Acceptance Date. Any person to whom an
Interest has been transferred pursuant to this Agreement shall succeed to the Book Capital Account and
Tax Capital Account with respect to the Interest transferred.
3.11
Liability for Certain Taxes. In the event that the Fund shall be required to make
payments to any federal, state or local or any foreign taxing authority with respect to any Members
allocable share of Fund income, the amount of such taxes shall be considered a distribution by the Fund to
such Member, and shall be charged against the Book Capital Account and Tax Capital Account
maintained for such Members Interest.
3.12
Designation of Special Members. The Managing Member shall have the authority to
designate certain Members as Special Members. A Special Member shall have the same rights and
obligations as a Member, except that the Exempt Interest held by a Special Member will not be, in the
sole discretion of the Managing Member subject to, (i) the same Management Fee, (ii) the same
10
Performance Allocation, (iii) the same restrictions, as other Members and/or (iv) such other provisions as
the Managing Member may specify. Each Special Member shall be designated as a Special Member in
the books and records of the Fund. A Special Member may lose its designation as a Special Member at
the sole discretion of the Managing Member.
3.13
Redemptions by Members.
3.13.1
The Members recognize that the profitability of the Fund depends upon
long-term and uninterrupted investment of capital. It is agreed, therefore, that profits may be
automatically reinvested and that distributions of capital and profits, if any, to the Members shall be on a
limited basis, if at all. Nevertheless, the Members contemplate the possibility that one or more of the
Members may elect to redeem all or a portion of its Interests prior to the termination or dissolution of the
Fund. Subject to the terms of this Section 3.13, each Member shall have the right to make a redemption,
in whole or in part, as of the last Business Day of each Fiscal Quarter or at such other times and upon
such terms and conditions as the Managing Member, in its sole discretion, shall determine (each a
Redemption Date). The Managing Member, in its sole discretion, may refuse to approve a partial
redemption if, after giving effect to such redemption, a Members Interest will be less than the greater of
the redeeming Members initial investment in the Fund or the minimum investment then-required of new
Members. The Book Capital Account of the Interest of the redeeming Member will be reduced by the
redeeming Members pro rata share of all expenses of the Fund, and any applicable redemption fees. A
Member that redeems all or any portion of its Interest(s) prior to having held such Interest(s) for a full
twelve months will be subject to a redemption fee equal to 2% of the actual aggregate redemption
proceeds, which redemption fee will be treated as additional income to the Fund. Redemption fees and
related expenses incurred by the Fund with respect to its investments in Investment Vehicles will be
allocated to the Member which caused the Fund to incur such redemption fees (in addition to the
redemption fee, if any, charged directly by the Fund). Written notice of a redemption in proper form (a
Redemption Request) must be received by the Managing Member at least 45 days prior to the
Redemption Date (subject to the discretion of the Managing Member to waive or reduce such notice
period). Redemptions shall be effective as of the close of business on the applicable Redemption Date
occurring after a timely Redemption Request in proper form has been received and accepted by the
Managing Member. Interests (other than Interests participating in Designated Investments) will be
redeemed on a first in, first out basis, unless determined otherwise by the Managing Member.
3.13.2
In the event of a redemption, including a total redemption subject to
Section 3.13.3, the Managing Member shall endeavor to distribute at least ninety percent (90%) of the
Redemption Price redeemed from the redeeming Members Book Capital Account (minus any accrued
Performance Allocation to the Managing Member and the Members pro rata share of all expenses of the
Fund, including the Management Fee, Managers fees and any applicable redemption fee through the
Redemption Date) within 30 Business Days after the relevant Redemption Date, and the balance of such
amount, or in the case of a complete redemption, the remaining portion of the applicable Book Capital
Account, shall be distributed subject to any necessary adjustments, as soon as practicable following the
final determination of the Net Asset Value; provided, however, if the Managing Member believes that
extraordinary circumstances exist, including, but not limited to, the Funds inability to liquidate any
positions as of a Redemption Date, or a default or delay in payments due the Fund from Brokers,
Investment Vehicles, Managed Accounts, banks or other persons, or other significant administrative or
other hardships exist (collectively, Hardships), the Fund may in turn delay payment to Members
requesting redemption of the proportionate part of the value of redeemed Interests represented by the
11
illiquid sum or sums which are the subject of such Hardships, in which event payment for redemptions
will be made to Members as soon as practicable following the resolution of such Hardships. An Interest
will be redeemed at its Net Asset Value as of the close of business on the Redemption Date or at such
other times as determined by the Managing Member (the Redemption Price). The Redemption Price is
calculated after deduction of the redeeming Members Performance Allocation and its pro rata share of all
expenses of the Fund, including the Management Fee, the Managers fees and any applicable redemption
fees. A Redemption Request may only be revoked on or prior to the Redemption Date with the written
request thereof to and the consent of the Managing Member. The Fund will not pay interest on any
redemption proceeds whenever such proceeds are paid.
3.13.3
The Managing Member may suspend the issue, valuation, sale, purchase
and/or redemption of Interests (including redemption proceeds) in any Fiscal Year during any period in
which the Managing Member, in its sole discretion, determines that (i) such suspension is necessary in
order to assure that the Fund will not be treated as publicly traded under Code 7704, and treatment as
publicly traded would be adverse to the Members, (ii) during any period which the Fund or an
Investment Vehicle has suspended redemptions and/or the valuation of its assets and liabilities, including
periods when (A) any recognized exchange on which a substantial portion of the Financial Instruments
held by the Fund, directly or indirectly, are quoted, listed or dealt in is closed otherwise than for ordinary
holidays, or during which dealings in any such recognized exchange are restricted or suspended, or (B)
the existence of any state of affairs which constitutes an emergency or otherwise as a result of which,
disposal or valuation of Financial Instruments held by the Fund, directly or indirectly, cannot in the
opinion of the Managing Member, be effected or completed normally or without prejudicing the interest
of Members, including, without limitation, those circumstances described in the Private Placement
Memorandum, (iii) if it determines that the effect of redemptions, including redemptions for which
Redemption Requests have been received, could materially impair the Funds ability to operate in pursuit
of its objectives, or the remaining Members would be unfairly and materially disadvantaged or (iv) any of
the circumstances exist providing for a suspension of redemptions and/or determination of net asset value
as described in the Private Placement Memorandum. The Managing Members good faith determinations
pursuant to the preceding sentences shall be final and conclusive as to all the Members.
3.13.4
The Managing Member shall have the right at any time to redeem any
portion of its Book Capital Account.
3.13.5
The Managing Member may, in its sole discretion, require a Member to
make a compulsory redemption, in whole or in part, upon at least 48 hours prior written notice to such
Member for any reason. The timing of such compulsory redemption shall be determined by the Managing
Member in its sole discretion. In the event of any compulsory redemption, the Redemption Price will be
the Net Asset Value of the Interest as of the close of business on the Redemption Date specified in the
notice, less any adjustments as contemplated herein, however; if the redemption results from (i) a transfer
in violation of the terms of this Agreement, including Section 9, the Redemption Price will be the lower
of the Net Asset Value of the Interest on the date of redemption and the Net Asset Value of the Interest on
the date of the transfer, in the sole discretion of the Managing Member, or (ii) the breach of any
representation or warranty made by the Member, in the sole discretion of the Managing Member, the
Redemption Price will be based upon the Net Asset Value at which the redeemed Interest was purchased.
12
3.13.6
The Managing Member may, in its sole discretion, expressly waive or
amend any of the restrictions, notice requirements, limitations, redemption fees, or provisions regarding
redemptions contained in this Agreement.
3.14
Distributions.
3.14.1
The Managing Member shall have the right to make distributions (i) in
connection with the redemption of Interests from the Fund by a Member and (ii) from time to time as
hereinafter provided.
3.14.2
The Managing Member will distribute cash to the extent reasonably
practicable, but may, in its sole discretion, distribute assets in-kind in lieu of cash, in whole or in part, pro
rata or non-pro rata. No Member shall, however, have the right to receive distributions in property other
than cash.
3.14.3
The Managing Member may withhold from any amount payable to any
Member any taxes required to be paid or withheld by the Fund on behalf of or for the account of such
Member. Any such taxes shall be deemed to be a distribution or payment to such Member, reducing the
amount otherwise distributable to such Member pursuant to this Agreement and reducing the Capital
Account of such Member.
3.14.4
No distribution shall be made in respect of any Interest to the extent that,
after giving effect to the distribution, all liabilities of the Fund, other than liabilities to the Members on
account of their Interests, exceed the fair market value of the Funds assets. The aggregate distributions
made (other than constructive distributions described in Section 3.14.3 hereof and distributions on
termination, which shall be made in the manner described in Section 10.2 hereof) shall be made in
accordance with the Allocation Formula and paid to the holders of record of such Interests.
3.14.5
Subject to this Section 3, and except where a Member is a trade creditor
of the Fund, a Member does not have the status of, and is not entitled to the remedies available to a
creditor of the Fund with respect to distribution.
3.15
Separate Series. The Managing Member may establish any number of designated series
of Interests (Series) having separate rights, powers or duties with respect to specified property or
obligations of the Fund or profits and losses associated with specified property or obligations, and any
such Series may have a separate business purpose or investment objective. The Fund shall maintain
separate and distinct records for any such Series and the assets associated with any such Series shall be
held (directly or indirectly, including through a nominee or otherwise) and accounted for separately from
the assets of any other Series. The debts, liabilities and obligations incurred, contracted for or otherwise
existing with respect to a particular Series shall be enforceable against the assets of such Series only, and
not against the assets of the Fund generally or any other Series and none of the debts, liability, obligations
and expenses incurred, contracted for or otherwise existing with respect to the Fund generally or any
other Series shall be enforceable against the assets of such Series.
13
4.
Fees and Expenses.

4.1 Fees and Expenses.
4.1.1
The Fund will pay all of its ordinary and extraordinary expenses
including, but not limited to, legal, bookkeeping, accounting, auditing, recordkeeping, administration, and
clerical expenses (including expenses incurred in preparing reports and tax information to Members and
regulatory authorities), printing expenses, brokerage fees and commissions, operational and investmentrelated expenses, the expenses of the offering of Interests and filing fees, investment-research, travel and
marketing expenses, insurance and such other related expenses and extraordinary expenses (including
indemnification) as incurred and its pro rata share of the Investment Vehicles fees and expenses.
4.1.2
The Investment Manager shall receive from the Fund a monthly
management fee in arrears (the Management Fee) equal to 1/12th of one percent of the month-end Net
Asset Value of the Fund (a 1% annual rate). For purposes of calculating the Management Fee, Net Asset
Value includes (i) the accrued Performance Allocation, if any, (ii) the Management Fee payable or
incurred by the Fund and (iii) any distributions or redemption amounts paid during the applicable month
the Management Fee is calculated. Payment of the Management Fee is due as of the last Business Day of
each calendar month and is payable by the Fund as soon as practicable thereafter. The Management Fee is
adjusted for Interests held by Special Members. If additional Capital Contributions are made other than at
the beginning of a month, the Management Fee on the amount of capital added will be appropriately
prorated.
4.2 Expenses Paid by the Managing Member. Except as may otherwise be stated in the Private
Placement Memorandum or herein, the Managing Member will be responsible for all of its routine
operational and administration expenses, including the salaries of its personnel, rent expenses, utility
expenses and other items coming under the category of overhead.
5.
Management.
5.1 Management of Fund Business. The Fund shall be managed, and the conduct of the Funds
business shall be controlled and conducted solely by, the Managing Member in accordance with this
Agreement. The Managing Member shall be required to devote to the conduct of the business of the Fund
such time and attention as it determines to be necessary to accomplish the purposes and to conduct the
business of the Fund. Notwithstanding the foregoing, the Managing Member shall not be precluded from
engaging in other activities or business ventures of any kind. In addition, the Managing Member shall
oversee the safekeeping and use of all funds and assets of the Fund, whether or not in the Managing
Members immediate possession or control, and the Managing Member shall not employ or permit
another to employ such funds or assets in any manner, except for the benefit of the Fund.
5.2 Powers of the Managing Member.
5.2.1
The Managing Member shall have and may exercise, on behalf of the
Fund all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the
purposes, business and objectives of the Fund, and as permitted under the Act; provided, however, that
the Managing Member may delegate its administrative responsibilities, and the costs and expenses related
thereto, to an appropriate designee(s); and provided, further, that the Managing Member may allocate all
14
or part of the Funds assets among Managers, and Investment Vehicles, each of which may be managed
by a separate Manager.
5.2.2
Subject to any and all limitations expressly set forth in this Agreement,
the Managing Member shall perform or cause to be performed, all management and operational functions
relating to the business of the Fund which are necessary or advisable to carry out the purposes of this
Agreement. Without limiting the generality of the foregoing, the Managing Member, subject to such
limitations, is expressly authorized on behalf of the Fund to:
(i)
Funds business;
expend the capital and revenues of the Fund in furtherance of the
(ii)
open, maintain and close, in the name of the Fund, investment and
trading accounts, bank accounts, and to draw checks or other orders for the payment of
money;
(iii)
make, execute, acknowledge and deliver such agreements, contracts
and documents as may be necessary or appropriate to carry out the Funds investment
program
(iv)
make, or designate and appoint other persons to make, directly or
indirectly, all or any portion of the Funds trading and investment decisions for the
purposes set forth in this Agreement; provided, however, that all such advisory services
with respect to permitted transactions shall be performed by appropriately-registered
persons under applicable federal and/or state law;
(v)
enter into agreements and contracts with third parties, terminate such
agreements and institute, defend and settle litigation arising therefrom and give receipts,
releases and discharges with respect to all of the foregoing and any matters incident
thereto;
(vi)
maintain adequate records and accounts of all operations and
expenditures and furnish the Members with the reports required hereunder;
(vii)
take and hold all property of the Fund, real, personal and mixed, in
the name of the Fund, or in the name of a nominee authorized by the Managing Member;
(viii)
enter into one or more customer agreements with one or more dealers
or brokers, including dealers or brokers who are affiliates of the Managing Member or its
affiliates and/or the Managers (Brokers), and subject to applicable federal securities
laws, enter into principal and agency cross transactions with one or more Brokers. In
selecting Brokers for the execution of the Funds portfolio transactions, the Managing
Member may consider whatever factors it deems relevant and proper under the
circumstances, including the value of any or all of the following provided by the Broker
or paid for by the Broker (either by direct or reimbursement cash payments or by
commissions, or any other means) and provided by others: brokerage or research (within
or without the contemplation of Section 28(e) under the Securities Exchange Act of 1934,
as amended), other products and services, and, subject to applicable federal securities
15
laws, investor referrals; provided, however, that, notwithstanding the foregoing, in

selecting Brokers, the Managing Member shall conform its conduct to any more limiting
written disclosures concerning its brokerage practices made by the Fund to investors, if
any, as such disclosures may be modified from time to time;
(ix)
execute for and on behalf of the Fund any filing, notice, form or
other document under any federal or state securities law and to take any additional action
as it shall deem necessary or desirable to effectuate the offering of Interests;
(x)
sell, lease, exchange or otherwise dispose of all or any portion of the
property of the Fund;
(xi)
employ
consultants,
experts,
professionals,
accountants,
administrators, auditors, attorneys, brokers, engineers, custodians, escrow agents,
administrators, and any other third parties, including affiliated entities of the Managing
Member, deemed necessary by the Managing Member, and terminate such employment;
(xii)
pay, extend, renew, modify, adjust, submit to arbitration, prosecute,
defend or compromise, upon such terms as it may determine and upon such evidence as it
may deem sufficient, any obligation, suit, liability, cause of action or claim, including
taxes, either in favor of or against the Fund;
(xiii)
except as provided in Section 4.2, pay any and all reasonable fees
and to make any and all reasonable expenditures which it, in its sole discretion, deems
necessary or appropriate in connection with the organization of the Fund, the offering and
sale of the Interests, the management of the affairs of the Fund, the investment and
maintenance of the assets of the Fund and the carrying out of its obligations and
responsibilities under this Agreement;
(xiv)
pay any and all reasonable fees and to make any and all reasonable
expenditures to an affiliated entity which it, in its sole discretion, deems necessary or
appropriate in connection with the administration of the Fund;
(xv)
admit an assignee of a Members Interest to be a Substituted Member
pursuant to and subject to the terms of Section 9 hereof, without the consent of any
Member;
(xvi)
determine the accounting methods and conventions to be used in the
preparation of the tax returns referred to in Section 7.2, and make such elections under
the tax laws of the United States, the several states and other relevant jurisdictions as to
the treatment of items of income, gain, loss, deduction and credit of the Fund, or any
other method or procedure related to the preparation of such returns;
(xvii)
be designated and to act as the Tax Matters Member of the Fund in
accordance with Section 6231(a)(7) of the Code, to which designation each Member
hereby consents as an express condition of being admitted to the Fund, and, in such
capacity, to participate in an audit of the Funds return of income and consent to
assessments by the auditing agent that may be adverse to the Members or the Fund, and,
16
in connection therewith, to negotiate, settle and make agreements and adjustments with
respect to the Funds tax returns binding upon the Members;
(xviii)
make (and if made, to revoke) the elections referred to in Sections
475, 754 or other provisions of the Code. Each of the Members will, upon request,
supply the information necessary to properly give effect to such election;
(xix)
make application for the Funds registration as a broker-dealer under
the Securities Exchange Act of 1934, as amended, or as an investment company under the
Investment Company Act of 1940, as amended (1940 Act), or otherwise;
(xx)
prior to the termination of the Fund, form a new limited liability
company the investment policies of which are substantially the same as the Fund;
(xxi)
pay or authorize the payment of distributions to the Members;
(xxii)
take advances against the Performance Allocation in Section 3.6.1(v)
prior to the end of a Fiscal Year under appropriate circumstances and assurances of
prompt repayment of any excess sums immediately after the applicable Fiscal Year;
(xxiii)
prosecute, defend, settle or compromise actions or claims at law or in
equity at the Funds expense as may be necessary or proper to enforce or protect the
Funds interests, and shall satisfy any judgment, decree or decision of any court, board or
authority having jurisdiction or any settlement of any suit or claim prior to judgment or
final decision thereon, first, out of any insurance proceeds available therefor, and then,
out of the Funds assets, as appropriate; and
(xxiv)
vote all proxies with respect to Financial Instruments held by the
Fund.
The fact that the Managing Member or one or more of the Members has a direct or indirect interest in or
is connected, directly or indirectly, with any person with which the Fund may have dealings, including,
but not limited to, any company which renders investment advisory, brokerage, custodial, share transfer
or related services, shall not preclude such dealings or make them void or voidable and the Fund or any of
the Members shall not have any rights in or to such dealings or any profits derived therefrom.
5.3 Restrictions on Managing Members Authority.
5.3.1
Notwithstanding anything in this Agreement to the contrary, the
Managing Member may not, without the consent or ratification of the specific act by all the Members, do
any of the following:
(i)
do any act in contravention of this Agreement or the Funds
Certificate of Formation;
(ii)
do any act which would make it impossible to carry on the ordinary
business of the Fund; or
17
(iii)
this Agreement.
admit a person as a Member of the Fund, except in accordance with
5.3.2
The foregoing Section 5.3.1 notwithstanding, the Managing Member
may without the consent or ratification of Members confess a judgment against the Fund.
5.4 Other Businesses of Members. Any Member, or any stockholder, officer, director, affiliate
or agent of any Member, may engage in or possess any interest in other business ventures of any kind,
nature or description, independently or with others, including but not limited to investments in, and
financing, acquiring and disposing of, Financial Instruments, investments and management counseling,
brokerage services, or serving as officers, directors, advisors or agents of other companies, whether such
ventures are competitive with the Fund or otherwise, and neither the Fund nor any Members shall have
any rights or obligations by virtue of this Agreement or the Fund relationship created hereby in or to such
independent ventures or the income or profits or losses derived therefrom. The Managing Member shall
have the right in its sole discretion to decide on behalf of the Fund whether and to what extent the Fund
will participate in a particular investment, and this decision shall be regardless of the decision made by the
Managing Member and its related or affiliated entities for their own accounts, or as trustee, fiduciary or
advisor for others.
5.5 Liability and Indemnification.
5.5.1
Neither the Managing Member, the Investment Manager, their affiliates,
nor their respective members, managers, officers, directors, employees, equityholders, agents or other
applicable representatives (collectively, the Managing Member and its Affiliates) shall be liable,
responsible or accountable in damages or otherwise to the Fund or any of the Members, or their respective
affiliates, members, managers, officers, directors, employees, equityholders, agents or other applicable
representatives or any of their successors, assignees, transferees (collectively, the Fund and its
Affiliates), or to third parties for any act or omission performed or omitted by them on behalf of the
Fund and in a manner reasonably believed by them to be within the scope of the authority granted to them
by this Agreement except when such action or failure to act constitutes gross negligence, fraud or willful
misconduct. Moreover, the Managing Member and its Affiliates, as the case may be, shall not have any
liability to the Fund and its Affiliates or to third parties for any losses suffered due to the action or
inaction of any employee or person retained by the Fund whether through negligence, dishonesty or
otherwise, provided that the person was selected by the Managing Member and its Affiliates with
reasonable care. The Managing Member and its Affiliates may consult with counsel and accountants in
respect of the Funds affairs and be fully protected and justified in any action or inaction which is taken in
good faith and in accordance with the information, reports, statements, advice or opinion provided by
such persons, provided that they were selected with reasonable care and the matter consulted is reasonably
believed by the Managing Member and its Affiliates to be within such persons professional or expert
competence. Notwithstanding the foregoing, nothing in this Agreement shall in any way constitute a
waiver or limitation of any rights which the Members may have under federal or state securities or
commodities laws or under ERISA.
5.5.2
The Fund shall indemnify and hold harmless the Managing Member and
its Affiliates, as the case may be, from and against any and all losses, damages, obligations, penalties,
claims, actions, suits, judgments, settlements, liabilities, costs, and expenses (including, without
limitation, reasonable attorneys and accountants fees, as well as other costs and expenses incurred in
18
connection with the defense of any actual or threatened action or proceeding) and amounts paid in
settlement of any claims suffered or sustained by any of the foregoing persons as a result of or in
connection with any act performed by them under this Agreement or otherwise on behalf of the Fund,
provided, however, that such indemnity shall be payable only if the indemnified party or parties in good
faith, acted or failed to act in a manner it reasonably believed to be in, or not opposed to, the best interests
of the Fund (as determined by the Managing Member), and such indemnification would be in the best
interest of the Fund (as determined by the Managing Member) and in the case of criminal proceedings,
that the indemnified party had no reasonable cause to believe was unlawful. The Managing Member may,
in its sole discretion, advance to any person or entity entitled to indemnification hereunder reasonable
attorneys fees and other costs and expenses incurred in connection with the defense of any action or
proceeding which arises out of such conduct, provided that all such advances will be promptly repaid if it
is subsequently determined that the person or entity receiving such advance was not entitled to
indemnification hereunder. No indemnification may be made and each indemnified party shall reimburse
the Fund to the extent of any indemnification previously made in respect of any claim, issue or matter as
to which the indemnified party shall have been adjudged to be liable for gross negligence, fraud or willful
misconduct in the performance of its duties to the Fund or would not otherwise be entitled to be held
harmless under Section 5.5.1 hereof unless, and only to the extent that, the court in which such action or
suit was brought determines that in view of all the circumstances of the case, despite the adjudication of
liability the indemnified party is fairly and reasonably entitled to indemnity for those expenses which the
court deems proper. Any indemnity under this Section 5.5.2 shall be paid from, and only to the extent of,
Fund assets, and no Member shall have any personal liability on account thereof.
5.5.3
All rights to indemnification permitted in this Agreement and payment of
associated expenses shall not be affected by the termination and dissolution of the Fund or the removal,
redemption, insolvency, bankruptcy, termination, or dissolution of the Managing Member.
5.6 Determination by Managing Member of Certain Matters. All matters concerning the
determination of the Net Asset Value of the Fund, the Net Asset Value of an Interest, valuation of
Financial Instruments, the allocation of profits, losses, Capital Gains, and Capital Losses among the
Members including the taxes thereon and accounting procedures shall be determined by the Managing
Member, in its sole discretion, the determination of which shall be final and conclusive as to all the
Members. In addition to the foregoing, the Managing Member shall be authorized, without the need to
obtain the consent of the Members, to make such allocations of tax items of the Fund, and such
adjustments to the Members capital accounts maintained in accordance with Section 3 hereof, as the
Managing Member deems necessary or desirable to enable the Funds allocations and maintenance of
capital accounts for the Members pursuant to this Agreement to comply with the provisions of Sections
704(b) and 704(c) of the Code and any Treasury Regulations promulgated thereunder. The Managing
Member shall be entitled to consult with, and rely upon the advice of, the Funds accountants or attorneys
with respect to the matters referred to in this Section 5.6 and shall incur no liability in connection with
any such allocations or adjustments made in reliance thereon, provided that they were selected with
reasonable care and the matter consulted is reasonably believed by the Managing Member to be within
such persons professional or expert competence. In addition, no such allocations or adjustments shall
give rise to any claim or cause of action by any Member. In the event of any inconsistency between the
provisions of this Section 5.6 and any other provision hereof, the provisions of this Section 5.6 shall
control.
19
5.7 Conflicts Derived by Dual Status of the Managing Member. In the event of any
inconsistency or conflict between the rights and obligations of the Managing Member as a managing
member and as a Member under this Agreement, the rights and obligations of the Managing Member shall
control.
6.
Rights and Obligations of Members.
6.1 Limitations on Members. No Member shall: (i) be permitted to take part in the management
or control of the business or affairs of the Fund, unless expressly permitted in other provisions of this
Agreement, and then only to the limited extent provided; (ii) have any voice in the management or
operation of any property; (iii) have the power to remove the Managing Member or (iv) except as
otherwise provided in this Agreement, have the authority or power in its capacity as a Member to act as
agent for or on behalf of the Fund, or any other Member, to do any act which would be binding on the
Fund, or any other Member, or to incur any expenditures on behalf of or with respect to the Fund.
6.2 Liability of Members.
6.2.1
The liability of each Member for the losses, debts and obligations of the
Fund except as set forth in Sections 3 and 9, shall be limited to such Members Capital Contribution and
share of any undistributed assets of the Fund, except to the extent a Member shall be liable under
applicable law for previous distributions made to such Member where the Fund does not have sufficient
assets to discharge its liabilities pursuant to Section 3.14 hereof, and such Member had knowledge thereof
at the time of distribution, or where such liability is founded upon misstatements or misrepresentations
contained in such Members subscription agreement delivered in connection with the purchase of an
Interest or a breach of this Agreement. The foregoing notwithstanding, the Members shall each be liable
for the payment and discharge of liabilities of the Fund attributable to any Fiscal Year during which it is
or was a Member to the extent of its capital account balance at the beginning of such Fiscal Year.
6.2.2
Subject to Section 6.2.1 hereof, the Managing Member shall have sole
discretion to specify reasonable penalties or consequences for any Member who fails to perform in
accordance with, or to comply with the terms and conditions of, this Agreement prior to the happening of
such failure, including, but not limited to, violations of Sections 3, 7 and 9 hereof, and at the time or upon
the happening of events specified in this Agreement, a Member shall be subject to such specified penalties
or consequences, provided that the Managing Member had notified such Member with reasonable means
and within reasonable time of the specified penalties or consequences prior to the happening of events
specified in this Agreement.
6.3 Consents. If the consent of any Member to any action of the Fund or any Member, as
contemplated by this Agreement, is solicited by the Managing Member, the solicitation shall be effected
by notice to each Member given in the manner provided in Section 15.1. The consent of each Member so
solicited shall be deemed conclusively to have been cast or granted as requested in the notice of
solicitation, whether or not the notice of solicitation is actually received by that Member, unless the
Member expresses written objection to the consent by notice given in the manner provided in Section 15.1
and actually received by the Fund within 20 days after the notice of solicitation is effected. The
Managing Member and all persons dealing with the Fund shall be entitled to act in reliance on any
consent which is deemed granted pursuant to this Section 6.3 and shall be fully indemnified by the Fund
in so doing. Any action taken or omitted in reliance on any such deemed consent of one or more
20
Members shall not be void or voidable by reason of timely communication made by or on behalf of all or
any of such Members in any manner other than as expressly provided in Section 15.1.
7.
Books, Records and Reports.
7.1 Books and Records. The Managing Member shall cause the Fund to keep complete and
accurate books of the accounts with respect to the Funds operations. The Members shall have the right
during normal business hours to request access to and copy such books and records, upon at least ten (10)
Business Days prior written notice to the Managing Member, in person or by their authorized attorney or
agent, but only if the request to access and/or copy: (i) is for a purpose reasonably related to the Funds
business and the Members Interest in the Fund (as determined by the Managing Member), is not for any
commercial purpose, is not detrimental to the best interest of the Fund, is not damaging to the Fund or its
business, and the Fund is not required by law or by agreement with third parties to keep such books and
records confidential (as reasonably determined by the Managing Member in good faith); (ii) only if the
Member agrees (in form and substance satisfactory to the Managing Member) to use such information
only for Fund purposes and to maintain such information in strict confidence and (iii) only if reasonable
reproduction and distribution costs are paid by such Member.
7.2 Accounting Basis. The Fiscal Year of the Fund shall begin on the 1st day of January and
end on the 31st day of December of each year (the Fiscal Year). The Fiscal Year in which the Fund
shall terminate shall begin on January 1 and end on the date of termination of the Fund. Fund books shall
be kept in accordance with the accounting methods followed by the Fund for federal income tax purposes,
which accounting methods shall be selected by the Managing Member by the time of filing of the Funds
federal income tax return for its first Fiscal Year. Financial reports shall be on an accrual basis and shall
be prepared in accordance with generally accepted accounting principles with such adjustments deemed
necessary or advisable by the Managing Member and with such disclosures as are necessary in the sole
determination of the Managing Member to maintain the confidentiality of the Funds investments, and the
Members hereby agree that such information concerning the Funds investments as the Managing
Member shall determine shall be maintained by the Fund in confidence and not be disclosed in the Funds
financial reports.
7.3 Reports.
7.3.1
In the sole discretion of the Managing Member, the books of account and
records of the Fund shall be audited as of the end of each Fiscal Year by an independent certified public
accountant selected by the Managing Member.
7.3.2
The Managing Member shall cause to be provided to each Member of the
Fund during each year such unaudited reports concerning the Fund as the Managing Member determines.
7.4 Tax Information. As soon as practicable after the close of each Fiscal Year, the Managing
Member shall cause to be delivered to each Member such information as shall be necessary for
preparation of the Members income tax returns, including a statement showing each Members share of
income, gains and losses for such year for income tax purposes and the amount of any distributions made
to such Member pursuant to this Agreement. Tax information provided to each Member shall reflect the
combined income tax results of the book and tax allocations made to the Interests held by such Member.
21
8.
Admission of New Members.
The Managing Member shall have the authority (subject to the advice of its counsel) to cause the
Fund to offer an unlimited number of Interests for sale by means of offerings or otherwise on such terms
and at such times as the Managing Member shall determine in its sole discretion. Members may, with the
consent of the Managing Member and with no consent required from any other Member, be admitted as
set forth in Section 3.2.1, or add capital as set forth in Section 3.3. In determining whether to admit a new
Member or whether to permit an existing Member to add capital, the Managing Member shall, among
other things, consider the implications under ERISA, the 1940 Act and Treasury Regulation 1.7704-1(h)
before admitting a Member. Each new Member will be required to execute an agreement pursuant to
which it will become bound by the terms of this Agreement. Admission of a new Member shall not be a
cause for dissolution of the Fund. Additional managing members also may be admitted to the Fund in
accordance with applicable federal securities laws and the applicable rules of any self-regulatory
organization to which the Managing Member or its members are subject, but only (i) with the consent of
the Managing Member and more than fifty percent (50%) in value of the Interests then-owned by the
Members or (ii) in the sole discretion of the Managing Member, if such additional managing member is
an Affiliate (as such term is defined in Regulation S-X under the Securities Act of 1933, as amended) of
9.
Transferability, Assignment and Substitution.

9.1 Restrictions on Transfers of Interest.
9.1.1
No sale, transfer, pledge or assignment of a Members Interest(s) may be
made without the prior written consent of the Managing Member, which consent shall be granted or
withheld in the sole discretion of the Managing Member. Any act by a Member in violation of this
Section 9 shall not be binding upon or recognized by the Fund (regardless of whether the Managing
Member has knowledge thereof), unless approved or consented to in writing by the Managing Member.
9.1.2
No sale, transfer, pledge or assignment of a Members Interest(s) may be
made unless the Managing Member has been satisfied that:
(i)
when added to the total of all other sales, exchanges, transfers or
assignments of Interests within the preceding twelve months, it would not result in the
Fund being considered to have terminated for federal income tax purposes;
(ii)
it would not violate any federal or state securities laws including any
investor suitability standards applicable to the Fund or the Interest to be sold, exchanged,
transferred or assigned; and
(iii)
it would not cause the Fund to lose its status as a partnership for
federal income tax purposes.
9.1.3
No sale, transfer, pledge or assignment by a Member of all or any part of
its Interest(s) may be made to any person who does not meet the investor suitability requirements
established by the Managing Member in its sole discretion.
22
9.1.4
Each Member requesting a sale, transfer, pledge or assignment of its
Interest(s) agrees to pay all reasonable expenses, including attorneys fees, incurred by the Fund in
connection with such sale, transfer, pledge or assignment.
9.2 Assignees.
9.2.1
The Fund shall not recognize for any purpose any purported sale,
assignment, transfer or pledge of an Interest(s) of a Member unless all the provisions of this Agreement
shall have been complied with and there shall have been filed with the Fund a notification of such sale,
assignment, transfer or pledge, in form satisfactory to the Managing Member, executed and acknowledged
by both the seller, assignor, transferor or pledgor, and the purchaser, assignee, transferee or pledgee, and
such notification (i) contains the acceptance by the purchaser, assignee, transferee or pledgee, of all of the
terms and provisions of this Agreement and of the Funds subscription documents accompanying its
Private Placement Memorandum, if applicable, and (ii) represents that such sale, assignment, transfer or
pledge, was made in accordance with all applicable laws and regulations. Any sale, assignment, transfer
or pledge, shall be recognized by the Fund as effective only as of such date as shall be designated by the
Fund as reasonably convenient for it.
9.2.2
The assignee (including a pledgee) of a Member, unless and until
admitted as a Substituted Member in such Members stead in the sole discretion of the Managing
Member, shall not have any statutory or other rights of the assigning Member under any applicable law or
this Agreement, other than the right to receive distributions with respect to the assigned Interest.
Anything herein to the contrary notwithstanding, both the Fund and the Managing Member shall be
entitled to treat the assignor of an Interest as the absolute owner thereof in all respects, and shall incur no
liability for distributions made in good faith to him, until such time as the requirements of this Section 9
have been fulfilled.
9.3 Substituted Members.
9.3.1
No Member shall have the right to substitute a purchaser, assignee,
transferee, pledgee, donee, heir, legatee, distributee or other recipient of such Members Interest(s) as a
Member in its place. Any such purchaser, assignee, transferee, pledgee, donee, heir, legatee, distributee
or other recipient of an Interest (whether pursuant to a voluntary or involuntary transfer) shall be admitted
to the Fund as a Substituted Member only (i) with the prior written consent of the Managing Member,
which consent may be granted or withheld in the sole discretion of the Managing Member, (ii) by
satisfying the other requirements of this Section 9 and (iii) upon an amendment to this Agreement and the
Funds Certificate of Formation recorded in the proper records of each jurisdiction in which such
recordation is necessary to qualify the Fund to conduct business or to preserve the limited liability of the
Members. Any such consent by the Managing Member may be evidenced by the execution by the
Managing Member of an amendment to this Agreement evidencing the admission of such person as a
Member. The Members hereby consent and agree to such admission of a Substituted Member by the
Managing Member, and agree that the Managing Member may, on behalf of each Member and on behalf
of the Fund, cause the Certificate of Formation of the Fund to be appropriately amended, and recorded as
so amended, and the books and records of the Fund to appropriately reflect such admission, in the event
of such admission.
23
9.3.2
Each Substituted Member, as a condition to its admission as a Member,
shall execute and acknowledge such instruments, in form and substance satisfactory to the Managing
Member, as the Managing Member deems necessary or desirable to effectuate such admission and to
confirm the agreement of the Substituted Member to be bound by all the terms and provisions of this
Agreement. Further, each Member agrees, upon the request of the Managing Member, to execute such
certificates or other documents and perform such acts as the Managing Member deems appropriate to
preserve the limited liability status of the Fund after the completion of any assignment of an Interest. For
purposes of this section, any transfer of an Interest, whether voluntary or by operation of law, shall be
considered an assignment.
9.3.3
Each Member hereby indemnifies the Fund and each other Member
against any loss, damage, cost or expense (including without limitation, tax liabilities or loss of tax
benefits) arising directly or indirectly as a result of any transfer or proposed transfer in violation of this
Article 9.
9.4 Transfer of Interests by Managing Member. To the extent permissible under the
applicable rules of any self-regulatory organization to which the Managing Member or its members are
subject, nothing in this Agreement shall be deemed to prevent the merger of the Managing Member with
another corporation or entity, the reorganization of the Managing Member into or with any other
corporation, limited liability company or other similar entity, or the transfer of all membership Interests of
the Managing Member or the assumption of the rights, duties and liabilities of the Managing Member by,
in the case of a merger, reorganization or consolidation, the surviving entity by operation of law.
10.
Dissolution, Liquidation and Termination of the Fund.

10.1
Dissolution. The Fund shall be dissolved upon the happening of any of the following
events:
(i)
the Funds insolvency or bankruptcy;
(ii)
the insolvency, bankruptcy, dissolution or withdrawal of the
Managing Member or the occurrence of any other event which under the Act causes the
Managing Member to cease to be the managing member of the Fund unless at the time
there is at least one remaining Managing Member and that remaining managing member
carries on the business of the Fund;
(iii)
an election by the Managing Member in its sole discretion to
terminate the Fund; or
(iv)
a termination required by operation of law.
Dissolution of the Fund shall be effective on the day on which the event occurs giving rise to the
dissolution, but the Fund shall not terminate until the Certificate of Formation of the Fund has been
cancelled and the assets of the Fund have been distributed as provided herein.
24
10.2
Liquidation.
10.2.1
Upon dissolution of the Fund, the Managing Member, or liquidating
trustee if one is appointed, shall:
(i)
wind up the affairs of the Fund, and subject to the provisions of
Section 10.2.2 liquidate such of the Fund assets as they consider appropriate, determining
in its sole discretion the time, manner and terms of any sale or other disposition thereof;
(ii)
apply and distribute the assets to the payment of all taxes, debts and
other obligations and liabilities of the Fund, and the necessary expenses of liquidation,
provided, however, that all debts, obligations and other liabilities of the Fund, as to which
personal liability exists with respect to any Member shall be satisfied, or a reserve shall
be established therefor, prior to the satisfaction of any debt, obligation or other liability of
the Fund, as to which no such personal liability exists; and, provided, further, that where
a contingent debt, obligation or liability exists, a reserve, in such amount as the Managing
Member deems reasonable and appropriate, shall be established to satisfy such contingent
debt, obligation or liability, which reserve shall be distributed as provided in this Section
10.2.1 only upon the termination of such contingency;
(iii)
make the allocations and adjustments to Book Capital Accounts and
Tax Capital Accounts provided in Section 3; and
(iv)
apply and distribute the remaining proceeds of such liquidation to all
Members in proportion to and to the extent of the positive balances in their respective
Book Capital Accounts.
10.2.2
Notwithstanding the provisions of Section 10.2.1 above, if, on
dissolution of the Fund, the Managing Member or the liquidating trustee shall determine that an
immediate sale of part or all of the Funds assets would cause undue loss to the Fund, the Managing
Member or the liquidating trustee may, in order to avoid such losses, either:
(i)
defer the liquidation of, and withhold from distribution for a
reasonable time, any assets of the Fund, except those necessary to satisfy debts and
liabilities of the Fund;
(ii)
distribute to the Members, in lieu of cash, as tenants in common and
in accordance with the provisions of Section 10.2.1 above, undivided interests in any
Fund assets and liquidate only such assets as are necessary in order to pay the debts and
liabilities of the Fund; or
(iii)
distribute to the Members, in lieu of cash and in accordance with the
provisions of Section 10.2.1 above, Fund assets and liquidate only such assets as are
necessary in order to pay the debts and liabilities of the Fund (for this purpose a
distribution of property other than cash shall be treated as a distribution in cash of an
amount equal to the fair market value of the property (net of any liability subject to which
the property is distributed) as of the date of distribution).
25
10.2.3
When the Managing Member or liquidating trustee has complied with the
foregoing, the Members shall execute, acknowledge and cause to be filed an instrument evidencing the
cancellation of the Certificate of Formation of the Fund.
11.
Amendments.
11.1
Permitted Amendments. The Managing Member, in its sole discretion, shall have the
right to amend this Agreement (other than with respect to this Section 11.1), provided that no amendment
may:
(i)
modify the limited liability of a Member without the consent of each
such affected Member;
(ii)
reduce the Book Capital Account of any existing Member without
that Members consent; and
(iii)
adversely affect the pecuniary interest of any Member without at
least sufficient prior notice to permit each affected Member to redeem as a Member
without being affected by any such amendment.
11.2
No Voting or Management Rights of Members. Notwithstanding any other provision
of this Agreement, the Members shall have no right to influence the management of the Fund, whether by
voting, redeeming, removing or replacing the Managing Member or by changing or altering this Article
11, by vote, consent or otherwise.
11.3
Amendment of Certificate of Formation. Upon amendment of this Agreement, the
Certificate of Formation shall also be amended, if required, by the Act to reflect such change.
12.
Powers of Attorney.
12.1
Appointment.
12.1.1
Each Member, by its execution hereof, hereby makes, constitutes and
appoints the Managing Member as its true and lawful agent and attorney-in-fact, with full power of
substitution and full power and authority in its name, place and stead, to make, execute, sign,
acknowledge, swear to, record and file (i) this Agreement and any amendment to this Agreement, (ii) the
original Certificate of Formation and all amendments thereto required or permitted by law or the
provisions of this Agreement, (iii) all certificates and other instruments deemed advisable by the
Managing Member to carry out the provisions of this Agreement and applicable law or to permit the Fund
to become or to continue as a limited liability company wherein the Members have limited liability in a
jurisdiction where the Fund may be doing business, (iv) all instruments that the Managing Member deems
appropriate to reflect a change or modification of this Agreement or the Fund in accordance with this
Agreement, including without limitation the substitution of assignees as Members pursuant to Section 9.2
and amendments to this Agreement, (v) all conveyances and other instruments or papers deemed
advisable by the Managing Member to effect the dissolution and termination of the Fund, (vi) all fictitious
or assumed name certificates required or permitted to be filed on behalf of the Fund and (vii) all other
instruments or papers which may be required or permitted by law to be filed on behalf of the Fund.
26
12.1.2
Each Member by its respective execution hereof, hereby authorizes and
appoints the Managing Member as its true and lawful agent and attorney-in-fact, with full power of
substitution and full power and discretionary authority to act in the Funds name, place and stead, to buy,
sell (including short sales), hold and trade in Financial Instruments, directly or indirectly, on margin or
otherwise, to enter into repurchase and reverse repurchase transactions, and to make all or any portion of
the Funds trading and investment decisions for the Funds account and risk as set forth in Section 1.3 and
to vote all proxies with respect to Financial Instruments held by the Fund.
12.2
Coupled with an Interest. The foregoing powers of attorney:

(i)
are coupled with an interest and shall be irrevocable and survive the
incompetency or bankruptcy of the Member granting the same;
(ii)
may be exercised by the Managing Member either by signing
separately as attorney-in-fact for each Member or, after listing all of the Members
executing an instrument, by a single signature of the Managing Member acting as
attorney-in-fact for all of them;
(iii)
shall survive the delivery of an assignment by a Member of the
whole or any fraction of its Interest; except that, where the assignee of the whole of such
Members Interest has been approved by the Managing Member for admission as a
Substituted Member, the power-of-attorney of the assignor shall survive the delivery of
such assignment for the sole purpose of enabling the Managing Member to execute,
swear to, acknowledge and file any instrument necessary or appropriate to effect such
substitution; and
(iv)
will terminate upon the substitution of another Member in such
Members Interest, or upon the complete redemption of such Member.
12.3
Execution and Delivery. Each Member shall execute and deliver to the Managing
Member within 5 days after receipt of the Managing Members request therefor such further designations,
powers-of-attorney and other instruments as the Managing Member deem necessary or appropriate to
carry out the terms of this Agreement.
13.
Representations, Warranties, Covenants and Understandings of Members.
The representations, warranties, covenants, and understandings of each Member, as set forth in
the subscription documents attached to the Private Placement Memorandum, completed and signed by
each Member prior to its admission to the Fund or the making of an additional Capital Contribution are
incorporated herein by reference and made a part hereof as if originally contained herein.
14.
Bank Holding Company Regulatory Compliance.
14.1
Non-Voting Interests. That portion of any Interest held by a BHC Member which is
determined at the time of admission of such BHC Member to be in excess of 4.99% of the aggregate
Interests of the Members, excluding for purposes of calculating such percentage the portions of any other
Interests that are Non-Voting Interests, shall be a Non-Voting Interest (whether or not subsequently
transferred in whole or in part to any other person) except as provided in the following sentence. Upon
27
the admission of any Members to, or any redemption of a Member from, the Fund, a recalculation of the
Interests in the Fund held by all BHC Members shall be made, and only that portion of the total Interest in
the Fund held by each BHC Member that is determined as of the date of such admission or redemption to
be in excess of 4.99% of the aggregate Interests of the Members, excluding Non-Voting Interests as of
such date, shall be a Non-Voting Interest. Non-Voting Interests shall not be counted as Interests of
Members for purposes of determining under this Agreement whether any vote required hereunder has
been approved by the requisite percentage in interest of the Members. Except as specifically provided in
this Section 14, a Non-Voting Interest shall be treated under this Agreement in the same manner as if it
were a Voting Interest. Any Member may, upon notice to the Fund, elect to exchange Voting Interests for
Non-Voting Interests. Any such election shall be irrevocable and shall bind the assignees of such
Members Interest.
14.2
Waiver to Vote for Successor Managing Member. Each BHC Member irrevocably
waives its right to vote its Non-Voting Interests on the selection of a successor managing member under
Section 18-801 of the Act, which waiver will be binding upon such BHC Member and upon any person or
entity that succeeds to its Interest in the Fund.
14.3
Redemption of non-Permitted Interests. In the event that a Member or a group of
Members aggregated for BHC Act purposes acquires Interests which would result in such BHC Member
owning Interests in excess of 24.9% or such other percentage as is required by the BHC Act (the BHC
Limit) of all Interests in the aggregate (those Interests up to the BHC Limit, the Permitted Interests),
then, notwithstanding anything to the contrary contained in this Agreement, the BHC Member shall have
the right to redeem promptly (without a redemption fee) all or a portion, at its option, of its Interest(s)
which are in excess of the Permitted Interests. The Managing Member shall immediately notify each
BHC Member upon becoming aware of any anticipated event (including, without limitation, proposed
redemptions by, or distributions to, other Members) which could cause such BHC Member to exceed the
BHC Limit.
14.4
Notice of Distribution. The Managing Member and any liquidating trustee shall give at
least fifteen (15) days prior written notice to each BHC Member of any proposal to distribute property inkind to such BHC Member and the proposed date of such distribution, and shall not make any such
distribution-in-kind to the extent that such BHC Member advises the Managing Member or such trustee at
least five (5) days prior to the date set forth in such notice for such distribution that such distribution-inkind could reasonably be expected to cause it to violate the BHC Act. If the BHC Member notifies the
Fund that it will not accept a distribution-in-kind in accordance with the foregoing, the Fund will cause
the assets constituting such distribution-in-kind to be sold and the net proceeds thereof to be distributed to
the BHC Member at the expense of such BHC Member, or will make such other arrangements as are
reasonably determined by the Managing Member.
14.5
Redemption upon Tenth Anniversary. Upon the tenth anniversary of the initial
investment by a BHC Member, unless otherwise notified by such BHC Member, the Fund shall
immediately compulsorily redeem, without the imposition of any redemption fees, the BHC Members
entire Interest in the Fund, and shall pay the entire proceeds of such redemption pursuant to the provisions
of Section 3.13. hereof.
14.6
Certain Actions of the Fund. In the event that Interests held by any BHC Member
exceed 24.9% of all Interests in the aggregate, upon the occurrence and during the continuance thereof,
28
the Fund shall immediately notify each BHC Member upon becoming aware of any anticipated event
(including, without limitation, proposed redemptions by, or distributions to, other Members) which could
cause such BHC Member to own Interests in excess of 40% of all Interests in the aggregate and shall not:
14.6.1
routinely manage or operate a portfolio company within the meaning
of 12 CFR Section 225.171 of the federal Reserve Board Regulation Y (Section 225.171);
14.6.2
permit executive officer interlocks within the meaning of Section
225.171;
14.6.3
otherwise exercise control (whether by covenants, shareholder rights or
otherwise) that would cause the BHC Member to be deemed to routinely manage or operate a portfolio
company within the meaning of Section 225.171.
15.
Miscellaneous.
15.1
Notice. Notice to any Member shall be sent to such Member at its address, as such
Member shall designate in writing to the Managing Member. Any notice to the Fund or the Managing
Member shall be sent to the address of the Funds principal place of business as set forth in Section 1.4
hereto or to such other address as the Managing Member shall designate in writing to the Members. Each
consent, notice, order and other communication required or permitted to be given under this Agreement
shall be in writing, shall be effective upon receipt and shall be delivered personally, by registered or
certified mail, return receipt requested, or by facsimile transmission with electronic or other confirmation
of receipt.
15.2
Governing Law. The internal laws of the State of Delaware, as the same may be
amended from time to time, shall govern the validity of this Agreement, the construction of its terms and
interpretation of the rights and duties of the Members.
15.3
Arbitration. The parties waive their right to seek remedies in court, including any
right to a jury trial. To the fullest extent permitted by law, the parties agree that in the event of any
dispute among the parties arising out of, relating to or in connection with this Agreement or the Fund,
such dispute shall be resolved exclusively by arbitration to be conducted only in the county, city and state
of New York in accordance with the rules of JAMS/Endispute (JAMS) applying the laws of the State
of Delaware; provided, however, that nothing in this Section 15.3 will constitute a waiver of any right, a
party to this Agreement may have to choose a judicial forum to the extent such waiver would violate
applicable law. Disputes shall not be resolved in any other forum or venue. The parties agree that such
arbitration shall be conducted by a retired judge who is experienced in resolving disputes regarding the
securities business, that discovery shall not be permitted except as required by the rules of JAMS, that the
arbitration award shall not include factual findings or conclusions of law, and that no punitive damages
shall be awarded. The parties understand that any partys right to appeal or to seek modification of any
ruling or award of the arbitrator is severely limited. Any award rendered by the arbitrator shall be final
and binding, and judgment may be entered on it in any court of competent jurisdiction in the city of New
York and State of New York or as otherwise provided by law.
15.4
Entire Agreement. This Agreement, plus any other agreement referred to in Section
3.2.1 hereof which may be required to be signed by the Managing Member prior to a Subscription
29
Acceptance Date, shall constitute the entire agreement among the Members with respect to the subject
matter hereof, and shall supersede any prior agreement or understanding, oral or written, relating to the
Interests.
15.5
Headings. The headings in this Agreement are inserted for convenience of reference
only and shall not be considered part of or affect the Agreements interpretation.
15.6
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
heirs, executors, administrators, successors and assigns of the respective Members hereto. For purposes
of determining the rights of any Member or assignee hereunder, the Fund and the Managing Member may
rely on the Fund records as to who are Members and permitted assignees, and all Members and assignees
agree that the Fund and the Managing Member, in determining such rights, shall rely on such records and
that Members and assignees shall be bound by such determinations.
15.7
Legends. If certificates are issued evidencing a Members Interest, each such certificate
shall bear such legends as may be required by applicable federal and state laws, or as may be deemed
necessary or appropriate by the Managing Member to reflect restrictions upon transfer contemplated
herein.
15.8
No Third Party Beneficiaries. This Agreement is not intended and shall not convey any
rights to persons not party to this Agreement.
15.9
Counterparts. This Agreement may be executed in several counterparts, each of which
shall be deemed an original but all of which shall constitute one and the same instrument.
15.10 Creditors. None of the provisions of this Agreement shall be for the benefit of or
enforceable by any creditors of the Fund.
15.11 Severability. In the event that any provision of this Agreement shall be declared invalid
or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the
other provisions of this Agreement, it being hereby agreed that such provisions are severable and that this
Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.
15.12 Context. In this Agreement, unless there is something in the subject or context
inconsistent with such construction, words importing the singular shall include the plural, words
importing the masculine gender only shall include the feminine gender, words importing individuals only
shall include entities, whether companies or associations or bodies of persons, whether corporate or not,
and words importing entities only shall include individuals.
15.13 Confidentiality. Each Member hereby agrees that it shall not employ the Funds
investment strategy or divulge to third parties, other than any such Member's legal and accounting
advisors, the identity of any Financial Instrument held by the Fund and the Managing Member's trading
strategy with respect to any positions in any such Member's Capital Account or Capital Accounts (as the
case may be).
Notwithstanding the foregoing, the Fund, the Managing Member, the Investment Manager and
each Member (and any employee, representative or other agent of the Fund, the Managing Member, the
30
Investment Manager, or any Member) may disclose to any and all persons, without limitation of any kind,
the U.S. federal income tax treatment and tax structure of the transactions contemplated by the Funds
Private Placement Memorandum. However, any such information relating to the U.S. federal income tax
treatment or tax structure is required to be kept confidential to the extent necessary to comply with any
applicable U.S. federal or state securities laws. For this purpose, tax treatment and tax structure shall not
include (i) the identity of the Fund, the Managing Member, the Investment Manager, or any Member (or,
in each case, any affiliate thereof), (ii) any investment or transaction entered into by the Fund, the
Managing Member, the Investment Manager or any Member (or, in each case, any affiliate thereof), (iii)
any performance information relating to the Fund, the Managing Member, the Investment Manager or any
Member (or in each case, any affiliate thereof), (iv) any performance or other information relating to
previous funds or investments sponsored by the Managing Member or the Investment Manager, or (v)
other nonpublic business or financial information (including, without limitation, the amount of any fees,
expenses, rates or payments) that is not relevant to an understanding of the U.S. tax treatment of the
transactions contemplated by the Funds Private Placement Memorandum.
IN WITNESS WHEREOF, the Members have executed this Agreement as of the date first written
above.
(Company Name) LLC
By:
Signature of Managing Member

As Authorized Agent and Attorney-In-Fact
Additional Members:
[As Set Forth on Attachment 2]
31
Attachment 1
CERTIFICATE OF FORMATION
OF
( FUND NAME) FUND, LLC
_____________________
32
Attachment 2
ADDITIONAL MEMBERS
33
2
(COMPANY NAME)
Exhibit B
Subscription Documents
CONTENTS
PAGE
Instructions ........................................................... B-1

Subscription Agreement ............................ B-2 to B-9
Accredited Investor Certification........................ B-10
Qualified Client Certification ............................. B-11
New Issues Questionnaire...................... B-12 to B-15
ERISA Questionnaire ................................ B-16-B-17
Informational Questionnaires ................ B-18 to B-24
Registration Information........................ B-25 to B-26
Signature Page .................................................... B-27
Additional Subscription Request
for Existing Investors ...................................... B-28
Privacy Policy........................................... Appendix I
SUBSCRIPTION INSTRUCTIONS
A.
Completion of Subscription Documents.

Subscription Agreement. Review carefully pages B-2 to B-9.
Accredited Investor Certification. Complete page B-10.
Qualified Client Certification. Complete page B-11.
New Issues Questionnaire. Complete pages B-12 to B-15.
ERISA Questionnaire. Complete pages B-16 to B-17.
Questionnaire(s): Complete as applicable.
Individuals. Pages B-18 and B-19.
Entities (other than Retirement Plans). Pages B-20 and B-21.
Retirement Plans and Entities whose Underlying Assets are Plan Assets. Pages B-22 to
B-24.
Registration Information. Complete all information on pages B-25 and B-26.
Signature Page. Complete and sign page B-27.
Existing Members Only. If you are an existing Member adding to your investment and, if all
information previously provided remains accurate, you only have to complete the form entitled
Additional Subscription Request (page B-28) instead of pages B-2 to B-27, and follow the
payment instructions below. If the information in your original subscription documents has
changed, please update the appropriate information.
Privacy Policy. Read Appendix I.
B.
Delivery of Subscription Documents. All documents should first be sent to (Company Name), .
C.
Questions. All questions should be directed to, (Company Name).
D.
Payment. Payment for your Interest is due at the same time as your Subscription Documents. Please
see page B-25 for wire instructions. INITIAL SUBSCRIPTIONS SHOULD BE AT LEAST
[AMOUNT]. THE MINIMUM ADDITIONAL CONTRIBUTION IS [AMOUNT]..
E.
Document Checklist. The following documents should be provided to the Administrator together with
your Subscription Documents:
Entities
Certified copy of formation documents
Individuals
Copy of biographical page of passport, drivers license or other acceptable photo identification
B-1
SUBSCRIPTION AGREEMENT
Recognizing that (Company Name) (the Fund) and (Company Name), LLC (the Managing Member) will rely
on the information set forth herein, and that all such information shall be continuing and shall survive the execution
of this Subscription Agreement, each of the undersigned subscriber(s) (each a Subscriber) makes the following
statements which shall constitute declarations, representations and warranties of the Subscriber. Each Subscriber
also agrees to notify the Fund and the Managing Member if any such statement becomes incomplete or inaccurate.
Terms used in this Subscription Agreement but not defined herein shall have the meanings assigned to them in the
Funds Confidential Private Placement Memorandum dated as of _________, as may be amended or supplemented
from time to time (the Memorandum), which includes as an Exhibit, the Limited Liability Company Agreement
(the LLC Agreement).
SUBSCRIBER DECLARATIONS
1.
Application. Subscriber hereby applies for a limited liability company interest (Interest) in the Fund to reflect
the subscription amount set forth under Registration Information upon the terms of the Memorandum. Funds in
the amount of the subscription have been wired or are being wired simultaneously with the delivery of the
Subscription Documents.
2.
Memorandum. Subscriber declares that it has carefully read, understands, and agrees to abide by the terms set
forth in the Memorandum and the LLC Agreement, including without limitation, (i) the compensation
arrangements, (ii) all other terms of the offering, including all risk factors, tax factors, ERISA considerations, and
redemption, transfer and other rights, and (iii) all of the powers, duties and obligations of the Managing Member
and (Company Name) (the Investment Manager) and their respective conflicts of interests. Subscriber
confirms that the Fund has made available to Subscriber the opportunity to ask questions of, and receive answers
from, the Fund concerning the Fund and the terms and conditions of this offering, and to obtain any additional
information which the Fund had in its possession or was able to acquire without unreasonable effort or expense that
was necessary to verify the accuracy of the information in the Memorandum.
3.
Legal Requirements. Subscriber declares that all legal requirements necessary or appropriate in connection with
the purchase of Interests have been complied with and that each person signing this Subscription Agreement has
full legal authority, capacity and power to do so. If more than one person is signing this Subscription Agreement as
Subscriber, each undertaking herein shall be a joint and several undertaking of all such persons, and the grant of
power of attorney to the Managing Member contained herein shall be a joint and several grant by all such persons.
Actions of any one joint Subscriber pursuant to this Subscription Agreement shall bind all Subscribers. A
subscription in joint names creates a joint tenancy with right of survivorship.
4.
Reliance on Information Provided. In deciding to invest in the Fund, Subscriber has relied solely upon the
information in the Memorandum and has not relied on any oral representations or warranties. No such oral
representations or warranties have been made. Subscriber has been advised that no person is authorized to give any
information or to make any statement not contained in the Memorandum, and that any information or statement not
contained therein must not be relied upon as having been authorized by the Fund.
5.
Subscription Irrevocable. Subscriber understands that this subscription, once made, is irrevocable by Subscriber,
and that the Managing Member will advise Subscriber as soon as practicable whether this Subscription Agreement,
together with all or a portion of the subscription, has been accepted or rejected. Any subscriptions may be rejected
in whole or in part by the Managing Member in its sole discretion. If this subscription is rejected, the Fund shall as
soon as practicable return any funds transferred by the Subscriber (without interest) along with this Subscription
Agreement and any other documents delivered by the Subscriber.
6.
Payments. Subscriber understands that any wire transfers of the proceeds of any distributions or redemptions sent
to the account and financial institution set forth under Registration Information will constitute payment to
Subscriber and relieve the Fund of any further obligation to Subscriber with respect to the amounts so paid and the
B-2
Interest thereby redeemed, and Subscriber releases the Fund from any further obligation with respect thereto.
Subscriber understands that the Fund may impose such procedures as it deems appropriate before it will accept any
change to the registered address, any other address directed by Subscriber, or the account and financial institution
set forth under Registration Information.
7.
No Registration or Qualification. Subscriber understands that the offering and sale of Interests are intended to be
exempt from registration or qualification under the Securities Act of 1933, as amended (the 1933 Act) and any
applicable state securities (blue sky) laws and that the Fund and the offering of the Interests have not been
approved, disapproved, or reviewed by any federal or state agency or commission or by any exchange or other selfregulatory organization. Subscriber has a substantive and pre-existing relationship with the Managing Member or
its principals, employees, agents or representatives.
8.
Investment Company Act of 1940. Subscriber understands and agrees that the Fund is intended to be exempt
from registration, and will not register, under the Investment Company Act of 1940, as amended (the 1940 Act).
Accordingly, Subscriber represents and warrants, except to the extent otherwise previously specifically disclosed to
the Managing Member in writing by the Subscriber, that (i) it is, and the Interest to be held by Subscriber in the
Fund will be considered to be beneficially owned by, one person for purposes of Section 3(c)(1) of the 1940 Act,
(ii) it is holding the Interest for its own account and not for the account of any other person, (iii) it does not invest
more than 40% of its total assets in any single entity, including the Fund, which is excluded from the definition of
an investment Fund solely by reason of Section 3(c)(1) of the 1940 Act, and (iv) if an entity, Subscriber further
represents and warrants that: (a) Subscriber was not formed for the purpose of investing in the Fund or to permit
the Fund to avoid classification as an investment company under the 1940 Act, (b) Subscriber (as opposed to its
beneficial owners) is not making this investment with a principal purpose of enabling the Fund to satisfy the 100
person safe-harbor for avoiding publicly traded partnership status under the Internal Revenue Code of 1986, as
amended, (c) Subscriber is not an investment company within the meaning of the 1940 Act and would not be an
investment company but for the exceptions to the definitions of investment company provided by Sections 3(c)(1)
or 3(c)(7) thereof, (d) the holders of beneficial interests in the Subscriber are not able to decide individually
whether to participate, or the extent of their participation in the Subscribers investment in the Fund, (e) the
Subscriber is not a defined contribution plan which allows participants to determine whether or how much will be
invested in investments on their behalf, (f) to the best of the Subscribers knowledge, the Subscriber does not
control, is not under common control with, or controlled by, any other investor in the Fund, and (g) no persons
other than the Subscriber will have a beneficial interest in the Interest to be acquired hereunder (other than as a
beneficial owner of an equity interest in the Subscriber).
9.
Compliance with Laws. Subscriber has complied and will continue to comply in all material respects with all
laws, rules and regulations having application to its business, properties, and assets. There are no actions, suits,
proceedings, or investigations pending or, to the knowledge of Subscriber, threatened against Subscriber or any of
its principals or affiliates, at law or in equity or before any governmental department, commission, board, bureau,
agency, or instrumentality, or any self-regulatory organization, or any securities or commodity exchange, in which
an adverse decision could materially and adversely affect Subscribers ability to conduct its business or to comply
with, and perform its obligations under, this Subscription Agreement.
10. Limitations on Transfers. Subscriber understands and agrees that the Interests may not be offered for sale, sold,
pledged, hypothecated, transferred, assigned, or otherwise disposed of (each, a Transfer), and will not attempt to
Transfer its Interest without the prior written consent of the Managing Member, which consent may be granted or
withheld in its sole discretion. Subscriber further represents and warrants that it does not have any intention or
obligation to Transfer all or a portion of its Interest. Subscriber understands that the Interests may not be resold
unless subsequently registered pursuant to the 1933 Act or unless an exemption from such registration is available,
and that Subscriber does not have the right to require such registration. Subscriber further understands that Rule
144 under the 1933 Act, will not be available to permit resales of Interests and that there is and will be no public
market for the Interests.
11. Suitability. Subscriber affirms that (i) Subscriber meets the suitability requirements set forth in the Memorandum,
(ii) the purchase of Interests represents risk capital, (iii) Subscriber is able to afford an interest in a speculative
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venture having the risks and objectives of the Interests and can sustain a loss of its entire investment, (iv)
Subscriber is not precluded by law, contract or otherwise from purchasing the Interests, (v) the Interests are being
purchased by the Subscriber for investment purposes and not for resale, distribution or fractionalization in whole or
in part, and (vi) Subscriber, either alone or with its financial adviser(s), is experienced in investments of this kind,
is capable of evaluating the merits and risks of this investment, and has not relied upon a Purchaser Representative
(as defined in Regulation D under the 1933 Act) in determining whether to invest in the Fund. Subscriber has the
ability and willingness to accept the illiquid nature of an investment in the Fund.
12. Representations. The information provided under Registration Information for the Interests and each required
Certification and Questionnaire is true and correct and such documentation is hereby incorporated into and made a
part of this Subscription Agreement.
13. Swap Counterparty Representation. Subscriber represents and warrants that Subscriber has not entered and will
not enter into a swap, structured note or other derivative instrument with a third party, the return from which is
based in whole or in part on the return of the Fund.
14. Insurance Representation. Subscriber represents and warrants that Subscriber has not entered and will not enter
into a variable annuity or insurance policy with a third party, the value of which is based in whole or in part on the
return of the Fund.
15. Disclosure Information. Subscriber understands that the Fund may require other documentation in addition to this
Subscription Agreement prior to deciding whether to accept this subscription, and Subscriber agrees to provide it, if
reasonably requested. Subscriber understands that the Fund may provide the Managing Member, the Investment
Manager or the Administrator with information with respect to the Fund. Such information may be disclosed by
the Fund and the Managing Member, the Investment Manager or the Administrator to such persons and authorities,
for the purpose of satisfying their inspection, fiduciary, reporting, filing or other obligations to the Fund or by the
Managing Member, the Investment Manager or the Administrator if requested to disclose such information by
regulatory officials having jurisdiction, or required by judicial process or government action. Without limiting the
generality of the foregoing, Subscriber acknowledges and agrees that the Fund, the Administrator, the Investment
Manager and the Managing Member may voluntarily release confidential information about Subscriber and, if
applicable, any Beneficial Owner of Subscriber (as defined in Section 21(b) below), to regulatory or law
enforcement authorities under anti-money laundering laws, rules or regulations applicable to any one or all of them
if any of the foregoing determines to do so in their sole discretion.
16. Taxpayer Certification.
(a)
U.S. Citizens and Residents. Subscriber, if a U.S. citizen or resident, certifies under penalties of
perjury, that: (i) the number shown on the applicable Informational Questionnaire accompanying this
Subscription Agreement is Subscribers correct Social Security or taxpayer identification number (or
Subscriber is waiting for a number to be issued); and (ii) Subscriber is not subject to backup
withholding because (x) Subscriber is exempt from backup withholding, (y) Subscriber has not been
notified by the Internal Revenue Service (IRS) that Subscriber is subject to backup withholding as a
result of a failure to report all interest or dividends, or (z) the IRS has notified Subscriber that
Subscriber is no longer subject to backup withholding.
(b)
Non-U.S. Citizens and Residents. If Subscriber has indicated on the Registration Information
Section of this Subscription Agreement that Subscriber is not a U.S. citizen or resident, Subscriber
certifies under penalties of perjury that Subscriber is not a U.S. citizen or resident.
(c)
Withholding Obligations. Subscribers who are (i) not U.S. citizens or residents, and (ii) Subscribers
who are U.S. citizens or residents and who fail to provide their correct Social Security or taxpayer
identification numbers, could be subject to United States withholding tax on a portion of their
distributive shares of the Funds income.
B-4
17. Acceptance of Limited Liability Company Agreement. Subscriber agrees that Subscriber shall become a
Member as of the date of entry of Subscribers name as a Member on the books and records of the Fund and shall
be bound by each and every term of the LLC Agreement.
18. Power of Attorney. In connection with the Interest of Subscriber in the Fund to be acquired pursuant to this
Subscription Agreement, Subscriber hereby irrevocably constitutes and appoints the Managing Member the true
and lawful attorney-in-fact of Subscriber in Subscribers name, place and stead to make, execute, acknowledge,
deliver and file any of the following documents: (i) the LLC Agreement and all documents permitted to be
executed thereunder; and (ii) to the extent consistent with the provisions of the LLC Agreement (a) all amendments
and/or restatements of the LLC Agreement adopted in accordance with the provisions thereof, (b) all documents
that may be required to effect the dissolution and termination of the Fund pursuant to the LLC Agreement and the
cancellation of the Certificate of Formation, and (c) otherwise to take any such further action as may be necessary
in connection with any aspect of the operations of the Fund by giving the Managing Member full power and
authority to do and perform each and every act and thing whatever requisite and necessary to be done in and about
the foregoing as fully as the undersigned might or could do if personally present, and by hereby ratifying and
confirming all that the Managing Member shall lawfully do or cause to be done by virtue thereof. This foregoing
power of attorney is coupled with an interest, is irrevocable and shall survive and be unaffected by any subsequent
disability, or incapacity of Subscriber (or if Subscriber is a corporation, partnership, trust, association, limited
liability company or other legal entity, by the dissolution or termination thereof).
19. Liability. Subscriber agrees that neither the Fund, the Administrator, the Investment Manager, the Managing
Member, its or their respective affiliates, its or their respective managers, officers, directors, members, equity
holders, employees nor other applicable representatives (collectively, the Fund and its Affiliated Persons), shall
incur any liability (i) in respect of any action taken upon any information provided to the Fund by Subscriber or for
relying on any notice, consent, request, instructions or other instrument believed, in good faith, to be genuine or to
be signed by properly authorized persons on behalf of Subscriber, including any document transmitted by facsimile,
or (ii) for adhering to applicable anti-money laundering obligations whether now or hereinafter in effect.
20. Indemnification. Subscriber agrees that it will indemnify and hold harmless the Fund and its Affiliated Persons
from and against any and all direct and consequential loss, damage, liability, cost or expense (including reasonable
attorneys and accountants fees and disbursements, whether incurred in an action between the parties hereto or
otherwise) (collectively, Losses) which the Fund and its Affiliated Persons, or any one of them, may incur by
reason of or in connection with this Subscription Agreement, including any misrepresentation made by Subscriber
or any of Subscribers agents, any breach of any declaration, representation or warranty of Subscriber, the failure
by Subscriber to fulfill any covenants or agreements under this Subscription Agreement, its or their reliance on
facsimile or other instructions, or the assertion of the Subscribers lack of proper authorization from the Beneficial
Owner(s) to execute and perform the obligations under this Subscription Agreement. Subscriber also agrees that it
will indemnify and hold harmless the Fund and its Affiliated Persons from and against any and all direct and
consequential Losses which the Fund and its Affiliated Persons, or any one of them, may incur (i) as provided in
Section 21 below and (ii) by reason of, or in connection with, the failure by Subscriber to comply with any
applicable law, rule or regulation having application to the Fund or its Affiliated Persons.
21. Anti-Money Laundering.
(a)
In General. Subscriber acknowledges that due to anti-money laundering requirements operating in

the United States, as well as the Funds own internal anti-money laundering policies, the Fund or the
Administrator may require further identification of the Subscriber and the source of subscription funds
before this Subscription Agreement can be processed, subscription monies accepted, or a redemption
request can be processed. The Fund and its Affiliated Persons shall be held harmless and indemnified
against any Loss arising as a result of a failure to process this Subscription Agreement or a redemption
request if such information has been required by the parties referred to and has not been satisfactorily
provided by the Subscriber. Subscriber represents that all subscription payments transferred to the
Fund originated directly from a bank or brokerage account in the name of Subscriber. If Subscriber is
subscribing on behalf of a Beneficial Owner, pursuant to Section 21(b) below, then Subscriber
represents that all subscription payments transferred to Subscriber with respect to such Beneficial
Owner originated directly from a bank or brokerage account in the name of such Beneficial Owner.
B-5
Subscriber represents and warrants that acceptance by the Fund of this Subscription Agreement,
together with acceptance of the appropriate remittance, will not breach any applicable rules and
regulations designed to avoid money laundering. Specifically, Subscriber represents and warrants that
all evidence of identity provided is genuine and all related information furnished and to be furnished is
accurate.
(b)
Beneficial Ownership. Subscriber represents and warrants that it is subscribing for Interests for
Subscribers own account and own risk, and, unless Subscriber advises the Fund to the contrary in
writing and identifies with specificity supplementally each beneficial owner on whose behalf
Subscriber is acting, Subscriber represents that it is not acting as a nominee for any other person or
entity. Subscriber also represents that it does not have the intention or obligation to sell, distribute or
transfer the Interests, directly or indirectly, to any other person or entity or to any nominee account. If
the Subscriber is (x) acting as trustee, agent, representative or disclosed nominee for another person or
entity, or (y) an entity (other than a publicly-traded company listed on an organized exchange (or a
subsidiary or a pension fund of such a company) based in a FATF Compliant Jurisdiction (as defined
in Section 21(f) below) investing on behalf of underlying investors (including a Fund-of-Funds) (the
persons, entities and underlying investors referred to in (x) and (y) being referred to collectively as the
Beneficial Owners), Subscriber represents and warrants that:
(i)
Subscriber understands and acknowledges that the representations, warranties and agreements
made herein are made by Subscriber (A) with respect to Subscriber and (B) with respect to
each of the Beneficial Owners;
(ii)
Subscriber has all requisite power and authority from each of the Beneficial Owners to
execute and perform the obligations under this Subscription Agreement;
(iii)
Subscriber has adopted and implemented anti-money laundering policies, procedures and
controls that comply with, and will continue to comply in all respects with, the requirements
of applicable anti-money laundering laws and regulations; and
(iv)
Subscriber has established the identity of all Beneficial Owners, holds evidence of such
identities and will make such information available to the Fund upon request, and has
procedures in place to ensure that the Beneficial Owners are not Prohibited Investors (as
defined below).
(c)
Prohibited Investor. Subscriber represents and warrants that neither it, nor to the best of its
knowledge and belief after due inquiry, the Beneficial Owners, nor any person controlling, controlled
by, or under common control with it or the Beneficial Owners, nor any person having a beneficial or
economic interest in it or the Beneficial Owners, is a Prohibited Investor and Subscriber is not
investing and will not invest in the Fund on behalf of or for the benefit of any Prohibited Investor.
Subscriber agrees and acknowledges that the Fund prohibits any investment by a Prohibited Investor
or on behalf of a Prohibited Investor.
(d)
High Risk Investor. Unless Subscriber advises the Fund to the contrary in writing, Subscriber
represents and warrants that neither it, nor to the best of its knowledge and belief after due inquiry, the
Beneficial Owners, nor any person controlling, controlled by, or under common control with it or the
Beneficial Owners, nor any person having a beneficial or economic interest in it or the Beneficial
Owners, is a High Risk Investor and Subscriber is not investing and will not invest in the Fund on
behalf or for the benefit of any High Risk Investor. Subscriber acknowledges that if it or the
Beneficial Owners, or any person controlling, controlled by, or under common control with it or the
Beneficial Owners, or any person having a beneficial or economic interest in it or the Beneficial
Owners, is a High Risk Investor, Subscriber immediately will notify the Fund and Subscriber will be
subject to further enhanced due diligence procedures by the Fund or the Administrator before its
subscription to the Fund will be accepted.
(e)
Freezing of Redemption Rights. Subscriber acknowledges that, if, following its investment in the
Fund, the Managing Member or the Administrator reasonably believe that Subscriber is a Prohibited
B-6
Investor or has otherwise breached its representations and warranties herein, the Managing Member or
the Administrator may be obligated to freeze its investment, either by prohibiting additional
investments, declining or delaying any redemption requests and/or segregating the assets constituting
the investment in accordance with applicable regulations, or its investment may immediately be
redeemed, and it shall have no claim against the Fund and its Affiliated Persons for any form of
damages or liabilities as a result of any of the aforementioned actions.
(f)
Definitions.
(i)
FATF means the Financial Action Task Force on Money Laundering.
(ii)
FATF-Compliant Jurisdiction is a jurisdiction that (A) is a member in good standing of

FATF and (B) has undergone two rounds of FATF mutual evaluations. For a current list of
FATF compliant jurisdictions, refer to http://www1.oecd.org/FATF/.
(iii)
Foreign Bank means an organization that (A) is organized under the laws of a non-U.S.
country, (B) engages in the business of banking, (C) is recognized as a bank by the bank
supervisory or monetary authority of the country of its organization or principal banking
operations, (D) receives deposits to a substantial extent in the regular course of its business,
and (E) has the power to accept demand deposits, but does not include the U.S. branches or
agencies of a non-U.S. bank.
(iv)
Foreign Shell Bank means a Foreign Bank without a Physical Presence in any country, but
does not include a Regulated Affiliate.
(v)
High Risk Investor means a person or entity resident in or organized or chartered under the
laws of a Non-Cooperative Jurisdiction or whose subscription funds are transferred from or
through a Foreign Shell Bank, a bank organized or chartered under the laws of a NonCooperative Jurisdiction or a Sanctioned Regime.
(vi)
Non-Cooperative Jurisdiction means any non-U.S. country that has been designated as noncooperative with international anti-money laundering principles or procedures by an
intergovernmental group or organization, such as the FATF, of which the United States is a
member and with which designation the United States representative to the group or
organization continues to concur. For a current list of Non-Cooperative Countries and
Territories, refer to the FATF website, http://www1.oecd.org/FATF/NCCT_en.htm.
(vii)
Physical Presence means a place of business that is maintained by a Foreign Bank and is
located at a fixed address, other than solely a post office box or an electronic address, in a
country in which the Foreign Bank is authorized to conduct banking activities, at which
location the Foreign Bank (A) employs one or more individuals on a full-time basis, (B)
maintains operating records related to its banking activities, and (C) is subject to inspection
by the banking authority that licensed the Foreign Bank to conduct banking activities.
(viii)
Prohibited Investor means (A) a person or entity whose name appears on the List of
Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of
Foreign Assets Control (OFAC) (refer to http://www.ustreas.gov/ofac) or (B) a Foreign
Shell Bank.
(ix)
Regulated Affiliate means a Foreign Shell Bank that (A) is an affiliate of a depository
institution, credit union, or Foreign Bank that maintains a Physical Presence in the United
States or a non-U.S. country, as applicable, and (B) is subject to supervision by a banking
authority in the country regulating such affiliated depository institution, credit union, or
Foreign Bank.
(x)
Sanctioned Regimes means targeted foreign countries, terrorism sponsoring organizations,

designated foreign persons who have engaged in activities related to the proliferation of
B-7
weapons of mass destruction, and international narcotics traffickers in respect of which

OFAC administers and enforces economic and trade sanctions based on U.S. foreign policy
and national security goals. (OFAC has imposed sanctions upon Burma, Cuba, Iran, Iraq,
Liberia, Libya, North Korea, Sierra Leone, Sudan, The Balkans, UNITA (Angola), and the
Federal Republic of Yugoslavia (Serbia and Montenegro).)
22. ERISA Representations. To induce the Fund to accept this subscription, the Subscriber represents and warrants
as follows (which representations and warranties will be deemed to be repeated by the Subscriber on each date that
the Subscriber acquires Interests): The Subscriber agrees to certify (a) whether or not it is, or is acting on behalf of,
an employee benefit plan within the meaning of Section 3(3) of ERISA and/or a plan within the meaning of
Section 4975 of the Code or an entity which is deemed to hold the assets of any such plan pursuant to 29 C.F.R.
2510.3-101 (the Plan Asset Regulation) or otherwise (collectively, a Plan) and (b) whether it is a benefit
plan investor, as defined in the Plan Asset Regulation, and/or a person who exercises control over the assets of the
Fund or provides investment advice to the Fund for a fee, direct or indirect, or is an affiliate of any such person
(each such person, a controlling person). If the Subscriber is, or is acting on behalf of, a Plan, the Subscriber
represents and warrants that, its purchase, ownership and disposition of the Interests will not result in or constitute
a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a
governmental or church plan, any similar federal, state or local law) for which an exemption is not available. In
addition, if the Subscriber is, or is acting on behalf of, a Plan subject to ERISA, the fiduciaries of such Plan
represent and warrant that they have been informed of and understand the Funds investment objectives, policies
and strategies and that the decision to invest such Plans assets in the Interests was made with appropriate
consideration of relevant investment factors with regard to such Plan and is consistent with the duties and
responsibilities imposed upon fiduciaries with regard to their investment decisions under ERISA. The Subscriber
(i) agrees that no sale, pledge or other transfer of the Interests (or any interest therein) may be made if, immediately
after giving effect to such transfer, 25% or more, as determined under the Plan Asset Regulation, of the value of the
Interests would be held by benefit plan investors, (ii) agrees to inform the Managing Member and the
Administrator immediately of any change in the status of the Subscriber which results in the Subscribers becoming
a benefit plan investor, or a controlling person (iii) agrees to promptly dispose of its Interests in a manner
consistent with the restrictions on transfer set forth in the LLC Agreement, if it is becoming a benefit plan
investor or a controlling person and it has been notified that its ownership of the Interests would result in 25%
or more, as determined under the Plan Asset Regulation, of the value of the Interests being held by benefit plan
investors and (iv) understands and agrees that the information supplied in this Subscription Agreement upon acquisition
of the Interests and as requested thereafter will be utilized to determine whether benefit plan investors own less than 25%
of the value of the Interests of the Fund, both upon the original issuance of Interests and upon any subsequent transfer of
the Interests.
23. Miscellaneous.
(a)
Entire Agreement. This Subscription Agreement and the LLC Agreement represent the entire
agreement of the parties with respect to the subject matter hereof and may not be changed or
terminated, except in a writing signed by Subscriber and the Managing Member, or in the case of the
LLC Agreement, in accordance with procedures for amendments as set forth therein.
(b)
No Waiver. No waiver by any party of any breach of any term of this Subscription Agreement shall be
construed as a waiver of any subsequent breach of that term or any other term of the same or of a
different nature.
(c)
Binding Agreement. Subscriber understands that this Subscription Agreement, upon acceptance by
the Fund, shall constitute a binding agreement between the Fund and the Subscriber. This
Subscription Agreement and its accompanying documentation and the rights, powers, and duties set
forth herein shall bind and inure to the benefit of the heirs, executors, administrators, legal
representatives, successors, and permitted assigns of the parties hereto.
(d)
Representations and Warranties Continuing. The understandings, declarations, covenants,

representations, warranties and indemnification obligations of the Subscriber contained in this
Subscription Agreement are continuous and will survive the execution hereof and the purchase of the
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Interests. If at any time any event shall occur which could make any of the foregoing incomplete or
inaccurate, Subscriber shall immediately notify the Fund of the occurrence of such event.
(e)
Choice of Law. This Subscription Agreement shall be deemed to have been made under, and shall be
governed by, and construed in accordance with, the internal laws of the State of Delaware (excluding
the law thereof which requires the application of or reference to the law of any other jurisdiction).
(f)
Costs. If any legal action or any arbitration or other proceeding is brought for the enforcement of the
agreement represented by this Subscription Agreement or because of an alleged dispute, breach,
default, or misrepresentation in connection with any of the provisions of this Subscription Agreement,
the successful or prevailing party or parties shall be entitled to recover reasonable attorneys fees and
other costs incurred in that action or proceedings, in addition to any other relief to which they may be
entitled.
(g)
Redemption Proceeds. Subscriber acknowledges and agrees that any redemption proceeds paid to it
will be paid to the same account from which its investment in the Fund was originally remitted, unless
the Fund agrees otherwise.
(h)
Instructions. Subscriber hereby confirms that the Fund and the Administrator are each authorized
and instructed to accept and execute any instructions in respect of the Interests to which this
Subscription Agreement relates given by Subscriber by facsimile. If instructions are given by
Subscriber by facsimile, Subscriber undertakes to forward the original immediately by post to the
Administrator.
(i)
Severability. If any provision of this Subscription Agreement is invalid or unenforceable under any
applicable law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such applicable law. Any provision hereof
which may be held invalid or unenforceable under any applicable law shall not affect the validity or
enforceability of any other provisions hereof, and to this extent the provisions hereof, shall be
severable.
(j)
Soft Dollars. Subscriber acknowledges and agrees to the use of the research products and services by
the Managers, as discussed in the Memorandum, even if such use is not within the safe harbor of
Section 28(e) of the Securities Exchange Act of 1934, as amended.
(k)
Arbitration. Subscriber waives its right to seek remedies in court, including any right to a jury
trial; provided, however, that nothing in this Section will constitute a waiver of any right Subscriber
may have to choose a judicial forum to the extent such waiver would violate applicable law. To the
fullest extent permitted by law, Subscriber agrees that in the event of any dispute between Subscriber
and the Fund and its Affiliated Persons arising out of, relating to, or in connection with this
Agreement, its accompanying documentation or the LLC Agreement, such dispute shall be resolved
exclusively by arbitration to be conducted only in the county, city and state of New York in
accordance with the rules of JAMS/Endispute (JAMS) applying the laws of the State of Delaware.
Disputes shall not be resolved in any other forum or venue. Subscriber agrees that such arbitration
shall be conducted by a retired judge who is experienced in resolving disputes regarding the securities
business, that discovery shall not be permitted except as required by the rules of JAMS, that the
arbitration award shall not include factual findings or conclusions of law, and that no punitive
damages shall be awarded. Subscriber understands that its right to appeal or to seek modification of
any ruling or award of the arbitrator is severely limited. Any award rendered by the arbitrator shall be
final and binding, and judgment may be entered on it in any court of competent jurisdiction in the city
of New York and State of New York or as otherwise provided by law.
(l)
For Georgia Residents Only. THESE INTERESTS HAVE BEEN ISSUED OR SOLD IN
RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE GEORGIA
SECURITIES ACT OF 1973 AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A
TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER SUCH ACT.
B-9
ACCREDITED INVESTOR CERTIFICATION

Subscriber hereby represents and warrants that Subscriber is an Accredited Investor as defined under Regulation D
(Regulation D) of the Securities Act of 1933 (the 1933 Act) as amended because Subscriber is [check applicable
sections]:
(a)
An individual Subscriber or participant of an Individual Retirement Account (IRA), or a Keogh Plan

covering only self-employed individuals, or a self-directed account of a one-member retirement plan, the beneficial
owner of which has net worth, or joint net worth, with that persons spouse at the time of his purchase in excess of
$1,000,000.
(b)
An individual Subscriber, or an IRA, or a Keogh Plan covering only self-employed individuals, or a selfdirected account of a one-member retirement plan, the beneficial owner of which had an income in excess of $200,000 in
each of the two most recent years or joint income with that persons spouse in excess of $300,000 in each of those years and
who reasonably expects an income in excess of the same income level in the current year.
(c)
A corporation, Massachusetts or similar business trust, a partnership, a limited liability company or an

organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, not formed for the
specific purpose of making this investment, with total assets in excess of $5,000,000.
(d)
An entity in which all of the equity owners are Accredited Investors under Rule 501 of Regulation D.
(e)
A trust with total assets in excess of $5,000,000, not formed for the specific purpose of making this
investment, the investments of which are directed by a person with knowledge and financial expertise in financial
and business matters, as described in Rule 506(b)(2)(ii) of Regulation D.
(f)
A bank, savings and loan association, broker, dealer, insurance company, investment company, business
development company, licensed small business investment company or private business development company (as
such terms are defined under applicable Sections of the 1933 Act, Securities and Exchange Act of 1934, as
amended, the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended or
the Small Business Investment Act of 1958).
(g)
An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended
(ERISA) if the investment decision is made by a Plan fiduciary, as defined in Section 3(21) of ERISA, which is either a
bank, savings and loan association, insurance company, or registered investment adviser.
(h)
An employee benefit plan within the meaning of ERISA or a plan established and maintained by a state
or its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of
its employees, in each case with total assets over $5,000,000.
(i)
An employee benefit plan which is completely self-directed and whose investment decisions are made by
a person who is an Accredited Investor. If so, please explain below.
(j)
The Managing Member or a director or executive officer of the Managing Member.
(k)
Other (please explain).
B-10
QUALIFIED CLIENT CERTIFICATION

1.
Subscriber hereby represents and warrants that the Subscriber is a Qualified Client as defined under Rule 205-3
adopted under the Investment Advisers Act of 1940, as amended (the Advisers Act) because Subscriber is
(check applicable box):
(a)
an individual or an individual participant of an individual retirement account or employee

benefit plan which is self-directed (an Individual Participant);
(b)
a corporation, partnership, limited liability company, association, joint-stock company, trust, an

employee benefit plan or church plan within the meaning of the Employee Retirement Income
Security Act of 1974, as amended, or any organized group of persons, whether incorporated or
not, which does not rely on Section 3(c)(1) of the Investment Company Act of 1940, as amended
(the 1940 Act) to avoid being deemed an investment company, which is not a small business
development company as defined in Section 202(a)(22) of the Advisers Act, and which is not
registered or required to be registered as an investment company under the 1940 Act; or
(c)
a corporation, partnership, limited liability company, association, joint-stock company, trust, or

any organized group of persons, whether incorporated or not, which relies on Section 3(c)(1) of
the 1940 Act to avoid being deemed an investment company, or is a small business development
company as defined in Section 202(a)(22) of the Advisers Act, or is registered or required to be
registered as an investment company under the 1940 Act.
IF YOU CHECKED BOXES (a) OR (b) TO QUESTION 1, PLEASE COMPLETE QUESTION 3 BELOW. IF
YOU CHECKED BOX (c) TO QUESTION 1, PLEASE COMPLETE QUESTION 2 BELOW.
2.
3.
COMPLETE ONLY IF YOU CHECKED BOX (c) OF QUESTION 1 ABOVE. Subscriber hereby represents
and warrants that (check applicable box):
(a)
each of its equity owners (i) has a net worth (which, for a natural person, can include assets held
jointly with a spouse) which exceeds $1,500,000; or (ii) after signing this Subscription
Document has at least $750,000 under the management of the Managing Member; or (iii) is a
qualified purchaser within the meaning of Section 2(a)(51)(A) of the 1940 Act; or
(b)
it has the ability to, and does, allocate charges for performance fees so that its equity owners
which do not qualify under 2(a) above are not charged a performance fee.
COMPLETE ONLY IF YOU CHECKED BOX (a) OR (b) OF QUESTION 1 ABOVE. Subscriber (or
Individual Participant) hereby represents and warrants that (check applicable box):
(a)
Subscribers (or Individual Participants) net worth (which, for a natural person, can include
assets held jointly with a spouse) exceeds $1,500,000; or
(b)
Subscriber (or Individual Participant), after signing this Subscription Document, has at least
$750,000 under the management of the Managing Member; or
(c)
Subscriber (or Individual Participant) is a qualified purchaser within the meaning of Section
2(a)(51)(A) of the 1940 Act.
B-11
NEW ISSUES QUESTIONNAIRE

Instructions
Your responses to this Questionnaire will be used by the Managing Member to determine whether you will participate in any
investments made by the Fund in New Issues (or the extent of such participation). If you are determined not to be a restricted
person under the Conduct Rules of the NASD concerning New Issues, you will be allowed to participate in gains, losses
and expenses with respect to New Issues.
Please respond to each question by checking the applicable box. Certain of the questions are followed by instructions which may
permit you to skip subsequent questions (or groups of questions).
Definitions
Account of Bona Fide Public Customers includes insurance company general, separate and investment accounts, and
bank trust accounts.
Associated Person means (a) a sole proprietor, member, partner, officer, director, branch manager, employee or agent of
a Broker-Dealer; (b) any natural person occupying a similar status or performing similar function(s) to such person; (c) any
natural person engaged in the investment banking or securities business who is, directly or indirectly, controlling or
controlled by a Broker-Dealer, whether or not such person is registered with the NASD Inc. (NASD); or (d) a natural
person who is registered or who has applied for registration with the NASD.
Broker-Dealer means a broker or dealer as defined in the NASDs By-Laws other than a broker or dealer engaged solely
in the purchase or sale of either investment company/variable contracts securities or direct participation program securities.
Please note that hedge funds, investment partnerships, investment corporations, and investment clubs may be BrokerDealers.
Entity includes (a) a Subscriber in any form, including without limitation, any U.S. or foreign partnership, corporation,
limited liability company or trust or employee benefit plan, including, but not limited to, a hedge fund, family investment
vehicle, investment club, or other similar entity; but (b) excludes, (i) a natural person, and (ii) an individual retirement
account.
Financial Institution/Investment Fund means a U.S. or non-U.S. bank, savings and loan institution, insurance
company, investment company or investment adviser, and any other institutional account (including, but not limited to,
hedge funds, investment partnerships, investment corporations, or investment clubs).
New Issue Rule means the Free-Riding and Withholding interpretation of the NASD (IM-2110-1).
New Issues means securities of a public offering which trade at a premium in the secondary market whenever such
secondary market begins.
Immediate Family includes parents, mother-in-law or father-in-law, husband or wife, brother or sister, brother-in-law or
sister-in-law, son-in-law or daughter-in-law, and children. In addition, the term Immediate Family includes any other
person who is supported, directly or indirectly, to a material extent, by a Broker-Dealer or an Associated Person.
Supporting Person means, with respect to a Subscriber, a member of the Subscribers Immediate Family who supports
the Subscriber, directly or indirectly, to a material extent.
B-12
Part I.
NOT
SURE
Preliminary Questions
1.
Is Subscriber legally prohibited from participating in New Issues by virtue of the

New Issue Rule? IF YOU ANSWERED YES, PLEASE SKIP THE REST
OF THE QUESTIONS IN THIS QUESTIONNAIRE.
2.
Is Subscriber an Entity registered as an investment company under the Investment

Company Act of 1940?
3.
Does Subscriber desire to participate in New Issues through the Fund? IF YOU
ANSWERED NO, PLEASE SKIP THE REST OF THE QUESTIONS IN THIS
QUESTIONNAIRE.
Part II.
Entities
1.
Is Subscriber an Entity (e.g., other than a natural person or individual retirement account)?
2.
Is Subscriber an Entity, the securities of which are traded on a U.S. national securities
exchange or on NASDAQ? If YES, please supply the following information:
3.
(a)
name of exchange or NASDAQ level and trading symbol
(b)
approximate number of security holders
NO
YES
NO
YES
NO
Is Subscriber a Broker-Dealer?
Part III.
Individuals
1.
Is Subscriber an Associated Person (e.g., an individual who works for a Broker-Dealer)?
2.
Is Subscriber a member of the Immediate Family of an Associated Person?
3.
YES
(a)
If yes, does such Associated Person support Subscriber directly or indirectly to a

material extent?
(b)
Could any sales of New Issues be made to the Fund by an employer of such
Associated Person?
(c)
Does such Associated Person have the ability to control the allocation of any New
Issues that may be sold to the Fund?
Is Subscriber:
(a)
a senior officer of a Financial Institution/Investment Fund?
(b)
a person in the securities department of a Financial Institution/Investment Fund?
(c)
an employee or a person who may influence or whose activities directly or indirectly

involve or are related to the function of buying or selling securities for a Financial
Institution/Investment Fund?
(d)
supported directly or indirectly, to a material extent, by any person described in question

(a), (b), or (c) above?
B-13
Part IV.
Finders, Attorneys and Accountants
YES
NO
YES
NO
YES
NO
Is Subscriber either:
1.
a finder in respect of public offerings of securities or a person acting in a fiduciary capacity to

managing underwriters of public offerings of securities, including, among others, attorneys,
accountants and financial consultants?
2.
supported directly or indirectly, to a material extent, by any person described in

question (1) above?
Part V.
1.
ERISA Subscribers
Is Subscriber an employee benefits plan qualified under ERISA?
IF YOU ANSWERED NO, PLEASE SKIP THE REST OF THIS PART V.

2.
Is Subscriber sponsored by a Broker-Dealer?
3.
Is Subscriber sponsored by a Broker-Dealer engaged solely in the purchase or sale of

either investment company/variable contracts securities or direct participation program
securities?
4.
Is Subscriber sponsored by an Entity that is engaged in financial services activities,

including, but not limited to, banks, insurance companies, investment advisers, or other
money managers?
5.
Does Subscriber permit participation by a broad class of participants?
6.
Is Subscriber designed primarily for the benefit of persons restricted from purchasing New
Issues under the New Issues Rule?
Part VI.
Owners of Broker-Dealers
NOTE:
This Part VI should be answered for Subscriber and, if Subscriber is an individual, for any
Supporting Person (i.e., a member of Subscribers Immediate Family who supports
Subscriber, directly or indirectly, to a material extent).
1.
Does Subscriber or a Supporting Person own or have either of them contributed capital to
a Broker-Dealer, directly or indirectly?
IF YOU ANSWERED NO, PLEASE SKIP THE REST OF THIS PART VI.
2.
Is Subscriber or a Supporting Persons Interest in the Fund solely for the benefit of the
Account(s) of Bona Fide Public Customers?
3.
Is Subscriber or a Supporting Person a passive investor in a Broker-Dealer?
4.
Does Subscriber or a Supporting Persons investment in a Broker-Dealer constitute 10% or

more of the equity or capital of such Broker-Dealer?
5.
Are shares of the Broker-Dealer in which Subscriber or a Supporting Person has such
investment, or shares of a parent of such Broker-Dealer, publicly-traded on an exchange
or NASDAQ?
6.
May sales of New Issues in the future be made to the Fund by the Broker-Dealer in which
Subscriber or a Supporting Person have an investment?
7.
Is Subscriber or a Supporting Person in a position by virtue of their passive ownership

interest in a Broker-Dealer to direct the allocation of New Issues?
B-14
Part VII.
Answer this Part only if you answered YES to (A) Part II, Question 3, (B) Part III,
Questions 1 or 2, or (C) Part VI Questions 1 or 4.
1.
Is the Broker-Dealer in question a hedge fund voluntarily registered as a Broker-Dealer

with the Securities and Exchange Commission solely to obtain more favorable margin
treatment pursuant to Regulation T?
2.
Does the Broker-Dealer engage in any of the following activities: (a) issue or originate
securities; (b) participate in a selling group or underwrite securities; (c) purchase or sell
securities as principal from or to customers; (d) carry a dealer inventory; (e) quote a
market in securities or publish any quotes; (f) advertise or otherwise hold itself out as a
dealer, such as holding itself out as being willing to buy and sell particular securities on a
continuous basis; (g) render any incidental investment advice; (h) extend or arrange for
the extension of credit to others in connection with securities; (i) run a book of repurchase
and reverse repurchase agreements; or (j) use an interdealer broker to effect any securities
transactions?
3.
Does the Broker-Dealer trade securities exclusively with other registered Broker-Dealers?
YES
NO
BASED ON YOUR ANSWERS TO THE ABOVE QUESTIONS, THE FUND MAY REQUIRE
ADDITIONAL DOCUMENTATION AND, BASED ON SUCH ANSWERS AND, IF APPLICABLE,
SUCH DOCUMENTATION, WILL DETERMINE WHETHER YOU ARE A RESTRICTED PERSON
UNDER THE CONDUCT RULES OF THE NASD CONCERNING NEW ISSUES, AND IF SO WILL
NOT ALLOCATE TO YOU ANY SHARE OF GAINS, LOSSES AND EXPENSES WITH RESPECT TO
NEW ISSUES. IF THE FUND CANNOT ASCERTAIN FROM SUCH ADDITIONAL DOCUMENTS
PROVIDED WHETHER YOU ARE A RESTRICTED PERSON UNDER THE CONDUCT RULES OF
THE NASD CONCERNING NEW ISSUES, THE FUND WILL NOT ALLOCATE TO YOU ANY
SHARE OF GAINS, LOSSES AND EXPENSES WITH RESPECT TO NEW ISSUES, UNTIL SUCH
TIME AS YOUR STATUS IS RESOLVED.
SUBSCRIBER AGREES TO NOTIFY THE FUND IMMEDIATELY IN WRITING IF THE
INFORMATION CONTAINED IN THIS NEW ISSUES QUESTIONNAIRE IS NO LONGER
ACCURATE.
B-15
ERISA QUESTIONNAIRE
YES
1.
Is the Subscriber, or is the Subscriber acting on behalf of, an employee benefit plan within
the meaning of Section 3(3) of ERISA (a Plan), whether or not such Plan is subject to
ERISA, and/or a plan within the meaning of Section 4975 of the Code or an entity which
is deemed to hold the assets of any such employee benefit plan or plan (a benefit plan
investor) pursuant to 29 C.F.R. 2510.3-101 (the Plan Asset Regulation), or
otherwise.
A benefit plan investor includes, without limitation, qualified retirement plans subject to
ERISA and Section 4975 of the Code, as well as employee benefit plans and arrangements
not subject to ERISA, such as governmental plans, church plans, and foreign plans.
Individual retirement accounts and Keogh plans covering no common law employees,
although not subject to ERISA, are subject to Section 4975 of the Code and are therefore
benefit plan investors. Commingled investment vehicles in which employee benefit plans
are invested, such as bank collective investment funds and insurance company pooled
separate accounts would also be benefit plan investors.
In addition, under the Plan Asset Regulations, a foreign or U.S. entity which is not an
operating company and which is not publicly traded or registered as an investment
company under the Investment Company Act and in which 25% or more of the value of
any class of equity interests (exclusive of the value of any equity interests held by a
person other than a benefit plan investor who has discretionary authority or control with
respect to the assets of such entity or who provides investment advice for a fee (direct or
indirect) with respect to such assets, or any affiliate of any such person) would be deemed
to hold the assets of such benefit plan investors.
2.
Is the Subscriber, or is the Subscriber acting on behalf of, a benefit plan investor which
is subject to ERISA or Section 4975 of the Code:
3.
(a) Is the Subscriber a life insurance company?

(b) If the answer to the question in (c)(1) above is Yes, please indicate the relative
percentages of the Subscribers interest in the Interests being acquired with the assets of
the Subscribers general account and separate accounts:
________ % is being acquired with the assets of the general account.
________ % is being acquired with the assets of one or more separate accounts.
(c) If the Subscriber indicated to the question in (c)(2) above that general account assets
are being used to acquire the Subscribers interest in the Interests, please complete the
following:
________ % of such general account assets used to acquire Interests represent plan
assets within the meaning of the Plan Asset Regulation
4.
Is the Subscriber a person who has discretionary authority or control with respect to the
assets of the Fund or provides investment advice to the Fund for a fee, direct or indirect,
with respect to such assets or any affiliate of any such person (a Controlling Person).
For purposes of the foregoing, an affiliate of a person includes any person, directly or
B-16
NO
indirectly, through one or more intermediaries, controlling, controlled by, or under

common control with the person. Control, with respect to a person other than an
individual, means the power to exercise a controlling influence over the management or
policies of such person.
5.
The Subscriber understands and agrees that the information supplied above will be utilized
to determine whether benefit plan investors own less than 25% of the value of the Interests,
as determined under the Plan Asset Regulation, both upon the original issuance of Interests
and upon subsequent transfer of Interests. Accordingly, the Subscriber undertakes:
(a) to inform the Managing Member and the Administrator immediately of any
change in the information provided in this paragraph,
6.
__________
(Initial)
(b) to provide to the Managing Member and the Administrator such information as
the Fund or Administrator may reasonably request from time to time to enable the Managing
Member and/or the Administrator to make a determination with respect to the portion of the
Interests that may be held by or for the benefit of benefit plan investors,
__________
(Initial)
(c) to inform the Managing Member and/or the Administrator immediately of any
change in the status of the Subscriber which results in the Subscriber becoming a benefit
plan investor or a Controlling Person and
__________
(Initial)
(a) If the Subscriber is, or is acting on behalf of, a benefit plan investor, the Subscriber
represents and warrants that, its purchase, ownership and disposition of the Interests will
not result in or constitute a "prohibited transaction" under Section 406 of ERISA or
Section 4975 of the Code (or, in the case of a governmental or church plan, any similar
federal, state or local law) for which an exemption is not available. In addition, if the
Subscriber is, or is acting on behalf of, a Plan subject to ERISA, the fiduciaries of such
Plan represent and warrant that they have been informed of and understand the Fund's
investment objectives, policies and strategies and that the decision to invest such Plan's
assets in the Interests was made with appropriate consideration of relevant investment
factors with regard to such Plan and is consistent with the duties and responsibilities
imposed upon the fiduciaries under ERISA with regard to their investment decisions for
or on behalf of the Plan.
__________
(Initial)
(b) The Subscriber understands that the foregoing information will be relied upon by the Fund
for the purpose of determining the eligibility of the Subscriber to purchase Interests in the
Fund. The Subscriber agrees to provide, if requested, any additional information that may be
reasonably required to determine compliance with ERISA and/or Section 4975 of the Code or
to otherwise determine its eligibility to purchase Interests. The Subscriber agrees to
indemnify and hold harmless the Fund and its affiliates from and against any loss, damage or
liability due to or arising out of a breach of any representation, warranty or agreement of the
Subscriber contained herein.
__________
(Initial)
Individual Subscribers - please turn to page B-18

Entity Subscribers (other than Retirement Plans) - please turn to page B-20
B-17
Employee Benefit Plans, IRAs of all types, Keogh Plans and ERISA Covered Plans and Entities whose
underlying assets are Plan Assets (collectively, Employee Benefit Plan Investors) - please turn to page B-22
B-18
QUESTIONNAIRE FOR INDIVIDUAL SUBSCRIBERS

2. Date of Birth:
1. Name of Subscriber:
3. Social Security Number:____________________________ 4. Marital Status:

6. Occupation:
5. Nationality:
7. Passport number or other identification number:
8. Employer name and address:
9. Check below the types of investments made by Subscriber(s) during the past 5 years for Subscriber(s)
own account, or for the account of a spouse, or for any relative who has the same principal residence, or
any trust, estate, corporation or organization in which Subscriber(s), a spouse or such relative own a
majority of the beneficial or equity interests.
U.S. government and federal agency securities.
State and local government securities (municipal securities).
U.S. stocks.
Options on U.S. stocks.
Non-U.S. stocks of companies in developed countries.
Non-U.S. stocks of companies in emerging markets countries.
Corporate bonds, debentures and notes.
Interests in open-end or closed-end mutual funds, or unit investment trusts.
Interests in private limited partnerships, LLCs or other investment funds.
Interests in real estate (e.g., land, buildings, cooperative apartments or condominium units).
Interests in REITs or other real estate investment entities.
Commodities, commodity futures contracts and/or commodity options (collectively, Commodities)
and public or private investment funds investing in Commodities.
Other investments (describe below).
B-19
B-20
10. Do you and each other joint Subscriber (if any) make your own investment decisions?
YES
NO
If No, who does?

11. Do you and each other joint Subscriber (if any) have prior experience in investing in private placements of
restricted securities involving the payment of performance based compensation?
YES
NO
12. Is the aggregate investment in the Interests over 10% of your and each other joint Subscribers (if any)
combined net worth (exclusive of home, home furnishings and automobiles)?
YES
NO
%
If Yes, state the approximate percentage:
13. Are you or each other joint Subscriber (if any) subject to any civil, criminal, or other constraint or are you
aware of any impediment or other reasons which may preclude or limit your participation in any Fund
investment?
YES
NO
If Yes, please explain
14. Provide additional information which would be helpful in evaluating each Subscribers knowledge and
experience in financial and business matters.
15. Is the Interest being purchased as joint tenants?

YES
NO
If Yes, are Subscribers husband and wife?

YES
NO
16. Please describe with particularity the source or sources of the funds used to make this investment.
B-21
PLEASE TURN TO PAGE B-25
B-22
QUESTIONNAIRE FOR ENTITY SUBSCRIBERS (OTHER THAN RETIREMENT PLANS)

1.
Name of Subscriber:
2.
Taxpayer EIN Number:
3.
Type of Entity:
4.
Subscribers Primary Business:
Corporation
Trust
Limited Partnership, LLC, etc.
Other
5(b). Name of Secondary Contact:
5(a). Name of Primary Contact:

6.
Date and Jurisdiction of Incorporation/Formation:
7.
Is Subscribers principal place of business located in the country of its formation?
YES
NO
If No, state where Subscribers principal place of business is located:

8.
Do the investments of employee benefit plan investors constitute 25% or more of Subscribers net assets?
YES
9.
NO
Is Subscriber subject to any regulatory or other constraints not otherwise described herein, or is the individual
executing this Questionnaire on behalf of Subscriber aware of any other impediment which may preclude or limit
Subscribers participation in any potential Fund investment?
YES
NO
If Yes, give details.
10.
Does Subscriber have prior experience in investing in private placements of restricted securities involving the
payment of performance based compensation?
YES
11.
NO
Does this investment constitute over 40% of Subscribers assets or committed capital (or if Subscriber is a revocable
grantor trust, does this investment exceed 10% of the grantors assets)?
YES
12.
NO
Was the Subscriber organized for the specific purpose of acquiring an Interest in the Fund?
YES
13.
NO
Do Subscribers organizational documents permit Subscriber to make this investment?
B-23
YES
14.
NO
Is Subscriber a bank holding company, as defined in the Bank Holding Company Act of 1956, as amended (BHC
Act), or an affiliate thereof or a non-bank subsidiary of such bank holding company, or otherwise subject to the
BHC Act?
YES
NO
15. Provide additional information which would be helpful in evaluating Subscribers knowledge and experience in
financial and business matters.
16.
Please describe with particularity the source or sources of the funds used to make this investment.
PLEASE TURN TO PAGE B-25
B-24
QUESTIONNAIRE FOR EMPLOYEE BENEFIT PLANS, IRAs OF ALL TYPES, KEOGH PLANS
AND ERISA COVERED PLANS AND ENTITIES WHOSE UNDERLYING ASSETS ARE PLAN
ASSETS (COLLECTIVELY, EMPLOYEE BENEFIT PLAN INVESTORS)
1.
Name of Subscriber:
2.
Plan Identification Number or Social Security Number:
3.
Name of Primary Contact: _____________________________ Name of Secondary Contact:
4.
Does the Subscriber have assets equal to or in excess of $5,000,000?

YES
5.
NO
Does this investment exceed 10% of Subscribers assets or committed capital?

YES
NO
If Yes, state approximate percentage: ______________________%

6.
(a)
Is Subscriber an employee benefit plan (an ERISA Plan) within the meaning of Title I of the
Employee Retirement Income Security Act of 1974, as amended (ERISA), with a fiduciary as defined
in Section 3(21) of ERISA which is a bank, insurance company or registered investment adviser (other
than an affiliate of the Managing Member or the Fund), which fiduciary will decide whether to purchase
Interests?
YES
NO
If Yes, please give details.

(b)
Is Subscriber an employee benefit plan other than an ERISA Plan?

YES
NO
If Yes, please give details concerning the nature of the plan (e.g., Individual Retirement Account
(IRA) or Keogh Plans covering only self-employed individuals or a sole proprietor), including whether
the individual participant is an Accredited Investor and the identity of the person or persons making
investment decisions on behalf of such plan.
(c)
Is Subscriber an employee benefit plan (other than an IRA or other one member plan) that permits
participants to direct the investment of contributions made to the plan on their behalf?
YES
(d)
NO
Is Subscriber an insurance company separate account, the underlying assets of which constitute plan
assets?
YES
NO
B-25
(e)
Is the Subscriber the general account of an insurance company the assets of which constitute plan assets
pursuant to the decision in John Hancock Mutual Life Insurance Company v. Harris Trust and Savings
Bank, 510 U.S. 86 (1993)?
YES
NO
B-26
7.
Does Subscriber, or the individual participant of a self-directed IRA or other one member plan, have prior
experience in investing in private placements of restricted securities involving the payment of performance based
compensation?
YES
NO
If Yes, please describe.
8.
Provide any additional information which would be helpful to the Fund in evaluating whether Subscriber has
sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of an
investment in the Fund.
9.
The Investment Director of Subscriber (i.e., the Trustee(s), Custodian or Plan Investment Committee, or in the
case of IRAs and other self-directed plans, the Individual Participant), hereby represents and warrants on behalf of
Subscriber that the answers to the following are true. (Please check the appropriate box in response to Items
(a) - (d).)
(a)
Does the Managing Member or any of its employees or affiliates manage any part of Subscribers
investment portfolio on a discretionary basis?
YES
(b)
NO
Does the Managing Member or any of its employees or affiliates regularly give investment advice with
respect to the assets of Subscriber?
YES
(c)
NO
Does the Managing Member or any of its employees or affiliates have an agreement or understanding,
written or unwritten, with the Investment Director under which the latter receives information,
recommendations and advice concerning investments which are used as a primary basis for Subscribers
investment decisions?
YES
(d)
NO
Does the Managing Member or any of its employees or affiliates have an agreement or understanding,
written or unwritten, with the Investment Director under which the latter receives individualized
investment advice concerning Subscribers assets?
YES
NO
IF THE ANSWER TO ANY SECTION OF QUESTION 9 IS YES, THE SUBSCRIPTION WILL

NOT BE ACCEPTED UNLESS ALL THE REPRESENTATIONS AND WARRANTIES IN
QUESTION 10 ARE TRUE AND CORRECT.
B-27
10.
11.
The Investment Director of Subscriber hereby represents and warrants the following on behalf of Subscriber:
(a)
Though a representative of the Fund may have provided Subscribers Investment Director with a copy of
the Memorandum, the Investment Director, who is independent of the Managing Member and its
affiliates, has studied the Memorandum and has made an independent decision to purchase the Interests
solely on the basis of such Memorandum and without reliance on any other information or statements as
to the appropriateness of this investment for Subscriber.
(b)
All the obligations and requirements of ERISA, including prudence and diversification, with respect to
the investment of plan assets have been considered.
(c)
Subscriber understands that neither the Managing Member nor any of its affiliates: (i) has exercised any
investment discretion or control with respect to Subscribers purchase of any Interests; (ii) has authority,
responsibility to give, or have given individualized investment advice with respect to Subscribers
purchase of any Interests; or (iii) are employers maintaining or contributing to such ERISA Plan.
(d)
This investment conforms in all respects to the governing documents of Subscriber.
(e)
The person executing this Subscription Agreement on behalf of Subscriber is a "fiduciary" of such Plan
and trust and/or custodial account (within the meaning of Section 3(21)(A) of ERISA and/or Section
4975(e)(3) of the Internal Revenue Code of 1986, as amended) and is authorized to execute the
Subscription Agreement; the execution and delivery of the Subscription Agreement with respect to
Subscriber and trust and/or custodial account have been duly authorized in accordance with the
provisions of Subscribers governing documents; this investment conforms in all respects to laws
applicable to Subscriber and conforms to, and is permitted by, Subscribers governing documents; and, in
making this investment, Subscriber is aware of, and has taken into consideration, among other things, risk
return factors and the anticipated effect of this investment on the diversification, liquidity and cash flow
needs of Subscriber and the projected effect of the investment in meeting Subscribers funding objectives
and has concluded that this investment is a prudent one.
(f)
Subscribers governing documents do not prohibit the Fund from investing in specific securities, financial
instruments or issues, including, but not limited to, securities and financial instruments which would be
deemed to be employer securities with respect to Subscriber as defined in Section 407 of ERISA.
(g)
Subscribers proxy voting guidelines do not apply to securities held by the Fund. Subscriber fully
understands the tax and ERISA considerations and risks of an investment in the Interests.
(h)
Subscriber understands and agrees that, in order to implement the Funds investment program, the Fund
may invest all or some of its investable assets in other investment vehicles managed by the Managing
Member.
Please describe with particularity the source or sources of the funds used to make this investment.
PLEASE TURN TO THE NEXT PAGE.
B-28
REGISTRATION INFORMATION
SUBSCRIBER DETAILS
(Subscriber Name(s))
(Street Address)
(Copy Number of Memorandum)
(City)
(State/Zip Code/Country)
(Telephone and Facsimile Numbers)
(e-mail Optional)
(Additional contact information, if any) (Name(s) and title(s) of controlling entities of the Subscriber)
Are you an existing Member?
Were you referred by someone else?
YES
YES
NO
NO
If Yes, please name: ______________________________________

Are you an Employee Benefit Plan Investor?
YES
NO
Are you a U.S. Citizen or Resident?
YES
NO
Are you subscribing for Interests as a trustee, agent, representative

or nominee on behalf of a beneficial owner whether a person or entity?
YES
NO
Are you a bank holding company, as defined in the Bank Holding

Company Act of 1956, as amended (BHC Act), or an affiliate thereof
or a non-bank subsidiary of such bank holding company, or otherwise
subject to the BHC Act?
YES
NO
AMOUNT OF SUBSCRIPTION
$
B-29
Wire Instructions
Wire To:
ABA Number:
Credit Account Name:
(FUND NAME)LLC
Account Number:
Swift Number:
B-30
INFORMATION ON REMITTING FINANCIAL INSTITUTION

If payment is by wire transfer, please identify the bank or other financial institution from which the
subscription funds will be wired:
(Name of Financial Institution)
(Routing ABA Numberif a Bank)

(Address of Financial Institution)
(Account Name and Number)
(Financial Institution Account Representative)
(Financial Institution Telephone and Facsimile Numbers)
(e-mail Optional)
COMMUNICATION, DISTRIBUTION AND REDEMPTION INFORMATION

The full address to which any
communications,
distributions,
redemptions
should be sent (if different from registered address on page B-22.)
(Street Address)
(City)
(State/Zip
Code/Country)
(Telephone and Facsimile Numbers)
(e-mail Optional)
If you would like distribution or redemption payments to be wired to an account which is

different than the account from which your subscription funds are paid, please identify that
account and specify why you would like to use it. Please note that the Fund may reject this
request if it is not satisfied why you would like to have payments wired to a different account.
(Name of Financial Institution)
(Routing ABA Numberif a Bank)

(Address of Financial Institution)
(Account Name and Number)
(Financial Institution Account Representative)
B-31
(Financial Institution Telephone and Facsimile Numbers)
(e-mail Optional)
(Specify Reason(s) For Use of This Account)
B-32
SIGNATURE PAGE
INDIVIDUAL(S):
(Print Name of Subscriber)
Dated:
(Signature of Subscriber)
(Print Name of Co-Subscriber)
Dated:
(Signature of Co-Subscriber)
ENTITIES (other than Employee Benefit Plan Investors):
(Print Name of Subscriber)
Dated:
By:
(Signature of Authorized Signatory)
(Print Name and Title of Signatory)
By:
(Signature of Required Authorized Co-Signatory)
Dated:
(Print Name and Title of Co-Signatory)

EMPLOYEE BENEFIT PLAN INVESTORS:
(Print Name of Plan Subscriber)
By:
(Signature of Individual Participant)
(Print Name)
By:
(Signature of Custodian or Trustee)
(Print Name)
By:
(Signature of Other Authorized Signatory)
(Print Name)
Dated:
Dated:
Dated:
FOR USE BY THE FUND ONLY

Subscription has been:
Accepted
Accepted in Part
Rejected
Other
B-33
Subscription Amount: $___________________________ Dated: ________________________

New Issues:
Receipt Sent:
Restricted Person
YES
NO
Non-Restricted
Dated:
B-34
(COMPANY NAME)
ADDITIONAL SUBSCRIPTION REQUEST

(TO BE COMPLETED BY EXISTING INVESTORS INSTEAD OF SUBSCRIPTION AGREEMENT AND ITS
ACCOMPANYING DOCUMENTS)
Please fill in the following information:

The undersigned hereby subscribes for the additional amount set forth below upon the terms and conditions described in the
Memorandum. The undersigned hereby (i) restates all of the representations, warranties and covenants made in the undersigneds
original Subscription Agreement and its accompanying documents (the Original Subscription Documents) as if they were
made on the date hereof and represents and warrants that all of the financial information set forth in the undersigneds Original
Subscription Documents remains accurate and complete on the date hereof; (ii) certifies that it is an accredited investor and
qualified client, as defined under the Securities Act of 1933, as amended, and the Investment Advisers Act of 1940, as amended,
respectively.
Name of Subscriber(s):
Additional Subscription Amount $______________________________________________________________
INDIVIDUAL SIGNATURES:
Dated:
(Signature of Subscriber)
Dated:
(Signature of Co-Subscriber)
ENTITIES SIGNATURES (other than Retirement Plans):
_________________________________________________________
(Signature of Authorized Signatory)
Dated:
__________________________________________________________
(Print Name and Title of Signatory)
__________________________________________________________
(Signature of Required Authorized Co-Signatory)
Dated:
__________________________________________________________
(Print Name and Title of Co-Signatory)
RETIREMENT PLAN SIGNATURES:
_________________________________________________________
(Print Name and Signature of Individual Participant)
Dated:
_________________________________________________________
(Print Name and Signature of Custodian or Trustee)
Dated:
________________________________________________________
(Print Name Signature of Other Authorized Signatory)
Dated:
FOR USE BY THE FUND ONLY

Subscription has been:
Accepted
Accepted in Part
Rejected
Other
Additional Subscription Amount Accepted: $____________________ Dated: _______________________________

New Issues:
Restricted Person
Non-Restricted
B-35
Receipt Sent:
YES
NO
Dated:
B-36
Appendix I
(Company Name) Asset Holdings, LLC and (Company Name) Asset Management, LLC
PRIVACY POLICY
(Company Name) and (Company Name) (together, The Firms) are committed to protecting your privacy and
maintaining the security of your personal information. This Privacy Policy explains the manner in which The
Firms collect, utilize and maintain nonpublic personal information about its investors that are natural persons
(Investors), as required under Federal Law enacted in 2000. As noted above, this Privacy Policy only applies
to products and services provided by The Firms to individuals (including regarding investments in the Fund) and
which are used for personal, family, or household purposes (not business purposes).
COLLECTION OF INVESTOR INFORMATION
THE FIRMS COLLECT PERSONAL INFORMATION ABOUT ITS INVESTORS FROM THE
FOLLOWING SOURCES:
1.
Subscription forms, investor questionnaires, account forms, and other information provided by
the Investors in writing, in person, by telephone, electronically or by any other means. This
information includes name, address, nationality, employment information, and financial and
investment qualifications;
2.
Transactions
within
each
Fund,
withdrawals/redemptions and fees; or
3.
Other interactions with The Firms (for example, discussions with our staff).
including
account
balances,
investments,
DISCLOSURE OF NONPUBLIC PERSONAL INFORMATION

The Firms may share nonpublic personal information about its Investors or potential Investors with affiliates as
permitted by law. The Firms do not disclose nonpublic personal information about its Investors or potential
Investors to nonaffiliated third parties, except as permitted by law (for example, to service providers who
provide services to the Investor, the Investors account or a Fund).
The Firms may share nonpublic personal information, without an Investors consent, with affiliated and
nonaffiliated parties in the following situations, among others:
1.
To respond to a subpoena or court order, judicial process or regulatory inquiry;
2.
In connection with a proposed or actual sale, merger, or transfer of all or a portion of its
business;
3.
To protect or defend against fraud, unauthorized transactions (such as money laundering), law
suits, claims or other liabilities;
4.
To service providers of The Firms in connection with the administration and operations of the
Fund and other affiliated products and services, which may include brokers, attorneys,
accountants, auditors, administrators or other professionals;
5.
To assist The Firms in offering affiliated products and services to its Investors; and
COPYRIGHT DASP
AppI-1
6.
To process or complete transactions requested by an Investor.

FORMER CUSTOMERS AND INVESTORS
The same Privacy Policy applies to former Investors.

PROTECTION OF INVESTOR INFORMATION
THE FIRMS MAINTAIN PHYSICAL, ELECTRONIC AND PROCEDURAL SAFEGUARDS THAT
COMPLY WITH FEDERAL STANDARDS TO PROTECT CUSTOMER INFORMATION. THE
FIRMS RESTRICT ACCESS TO THE PERSONAL AND ACCOUNT INFORMATION OF
INVESTORS TO THOSE EMPLOYEES WHO NEED TO KNOW THAT INFORMATION IN THE
COURSE OF THEIR JOB RESPONSIBILITIES.
Further Information
The Firms reserve the right to change this privacy policy at any time. The examples contained within this policy
are illustrations and are not intended to be exclusive. This policy complies with recently enacted federal law
regarding privacy. You may have additional rights under other foreign or domestic laws that may apply to you.
COPYRIGHT DASP
AppI-2
OFFSHORE OPERATING
DOCUMENTS
HedgeAnswers 141 South Ave., Suite 8, Fanwood, NJ 07023 T: (908) 680-0010 W: www.hedgeanswers.com
CONFIDENTIAL
No. __________
(FUND NAME), LTD.

A Cayman Islands Exempted Company
Private Offering of Class A and Class B Shares
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

[DATE]
Price per Share of each Series:
U.S. [Amount]
Minimum Initial Subscription Cost: U.S. [Amount]
Investment Manager:
Administrator:
(Company Name), LLC

[]
THE SHARES ISSUED BY (FUND NAME) LTD. ARE NOT FOR SALE TO U.S. PERSONS
EXCEPT IN A LIMITED NUMBER OF CASES AS DETERMINED IN THE SOLE DISCRETION
OF THE BOARD OF DIRECTORS OF (FUND NAME), LTD. AND SUBJECT TO ADDITIONAL
DOCUMENTS AS THE BOARD MAY DETERMINE. NO PERSON HAS BEEN AUTHORIZED
IN CONNECTION WITH THIS OFFERING TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS CONFIDENTIAL PRIVATE
PLACEMENT MEMORANDUM. PLEASE DIRECT ANY INQUIRIES TO (FUND NAME), LTD.
C/O [ADMINISTRATOR] AT [].
NOTICES
NEITHER (FUND NAME), LTD. (THE FUND) NOR THE CLASS A AND CLASS B
SHARES OF THE FUND (THE CLASS A SHARES AND THE CLASS B SHARES
RESPECTIVELY, AND TOGETHER, THE SHARES) DESCRIBED IN THIS CONFIDENTIAL
PRIVATE PLACEMENT MEMORANDUM (THE MEMORANDUM) HAVE BEEN OR WILL BE
REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF THE UNITED STATES OF
AMERICA (U.S.) OR ANY OTHER JURISDICTION. THIS MEMORANDUM SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SHARES,
NOR SHALL THERE BE ANY SALE OF SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER, SOLICITATION OR SALE. THE DIRECT OR INDIRECT
OWNERSHIP OF SHARES BY RESTRICTED PERSONS, AS DEFINED IN THIS MEMORANDUM,
IS PROHIBITED EXCEPT IN ACCORDANCE HEREWITH. NO PERSON HAS BEEN AUTHORIZED
TO MAKE ANY REPRESENTATIONS CONCERNING THE FUND OR THE SHARES THAT ARE
INCONSISTENT WITH THOSE CONTAINED IN THIS MEMORANDUM, AND, ACCORDINGLY,
ANY SUCH REPRESENTATIONS SHOULD BE TREATED AS UNAUTHORIZED AND MAY NOT
BE RELIED UPON BY THE PARTY TO WHOM SUCH REPRESENTATIONS ARE MADE.
PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS
MEMORANDUM AS LEGAL, TAX OR FINANCIAL ADVICE. ALL PROSPECTIVE INVESTORS
SHOULD CONSULT THEIR OWN PROFESSIONAL ADVISORS AS TO THE LEGAL, TAX,
FINANCIAL OR OTHER MATTERS RELEVANT TO THE SUITABILITY OF AN INVESTMENT IN
THE FUND FOR SUCH INVESTOR. SEE THE SECTION ENTITLED CERTAIN RISK FACTORS
WITHIN THIS MEMORANDUM FOR A DESCRIPTION OF CERTAIN RISKS INVOLVED IN THE
PURCHASE OF SHARES.
THIS MEMORANDUM IS BEING GIVEN TO THE RECIPIENT SOLELY FOR THE
PURPOSE OF EVALUATING AN INVESTMENT IN THE SHARES DESCRIBED HEREIN. IT MAY
NOT BE REPRODUCED OR DISTRIBUTED TO ANYONE ELSE (OTHER THAN THE IDENTIFIED
RECIPIENTS PROFESSIONAL ADVISORS). THE RECIPIENT, BY ACCEPTING DELIVERY OF
THIS MEMORANDUM AGREES TO RETURN IT AND ALL RELATED DOCUMENTS TO THE
FUND IF THE RECIPIENT DETERMINES NOT TO SUBSCRIBE FOR SHARES.
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OF THE SHARES TO ANY
MEMBER OF THE PUBLIC IN THE CAYMAN ISLANDS AND THE SHARES MAY NOT BE
OFFERED TO ANY MEMBER OF THE PUBLIC IN THE CAYMAN ISLANDS.
THE FUNDS NET ASSET VALUE AND THE NET ASSET VALUE OF THE SHARES WILL
BE CALCULATED IN U.S. DOLLARS. ACCORDINGLY, EACH SHAREHOLDER, AND NOT THE
FUND, WILL BEAR THE RISK OF ANY FOREIGN CURRENCY EXPOSURE RESULTING FROM
DIFFERENCES, IF ANY, IN THE VALUE OF THE U.S. DOLLAR RELATIVE TO THE CURRENCY
OF THE COUNTRY IN WHICH SUCH SHAREHOLDER RESIDES OR MAINTAINS ITS NET
WORTH.
TO THE EXTENT THAT THESE MATERIALS CONTAIN STATEMENTS ABOUT THE

FUTURE, SUCH STATEMENTS ARE FORWARD LOOKING AND SUBJECT TO A NUMBER OF
RISKS AND UNCERTAINTIES, INCLUDING, BUT NOT LIMITED TO, RISKS ASSOCIATED WITH
FUTURE FINANCIAL RESULTS, GOVERNMENT APPROVAL PROCESSES AND REGULATIONS,
THE IMPACT OF COMPETING FUNDS OR FINANCIAL PRODUCTS, THE EFFECT OF
ECONOMIC CONDITIONS AND OTHER UNCERTAINTIES. THESE RISKS COULD AFFECT THE
VALUE OF THE SHARES DESCRIBED HEREIN AND COULD CAUSE THE RESULTS FOR THE
CURRENT FISCAL YEAR AND BEYOND TO DIFFER MATERIALLY FROM THOSE EXPRESSED
IN ANY FORWARD LOOKING STATEMENTS MADE HEREIN.
____________________________
UNLESS OTHERWISE NOTED, ALL MONETARY AMOUNTS
SET FORTH HEREIN ARE EXPRESSED IN U.S. DOLLARS ($).
ii
(FUND NAME),
LTD.
SUMMARY
The information set out below is a summary of certain important terms and should be read in
conjunction with, and is qualified in its entirety by, the full text of this Confidential Private Placement
Memorandum (the Memorandum), the Funds Memorandum of Association and Articles of Association
(together, the Articles of Association) and the documents and agreements referred to herein.
The Fund
Generally. (FUND NAME), Ltd. (the Fund) is a Cayman

Islands exempted company which was incorporated in the
Cayman Islands on[DATE]. Shares of the Fund are issued in
classes (each a Class). As of the date of this Memorandum, the
Fund is offering Class A and Class B Shares (the Class A
Shares and the Class B Shares, respectively and together, the
Shares), denominated in U.S. dollars. The Shares are further
issued in series (each a Series), with a new Series being issued
on each date that the Fund permits subscriptions for the particular
Class, as further discussed herein. The purchase price per Share is
U.S.[Amount].
Upon acquiring Shares, investors become
shareholders in the Fund (each a Shareholder and collectively
the Shareholders). See SHARES OF THE FUND - The
Funds Share Capital.
New Issues. From time to time, the Fund may directly or
indirectly invest in new issues (generally defined in U.S.
National Association of Securities Dealers Rule 2790, as the same
may be amended, supplemented or replaced from time to time (the
NASD Rule) as any initial public offering of an equity security).
The NASD has taken the position in the NASD Rule that such new
issues may not be sold, except in limited circumstances, to an
account in which a member or person affiliated with or related to a
member of the NASD (or certain other securities industry
professionals/companies) has an interest. To the extent that the
Fund purchases new issues, the Fund will do so primarily, if not
only, with the assets attributable to Class A Shares. Accordingly,
the Class A Shares may be purchased only by investors whose
beneficial owners are not Restricted Persons for purposes of
U.S. new issues, that is, do not fall within the proscription of
NASD Rule 2790. The Class B Shares may be purchased by
investors whose beneficial owners fall within such proscription
(New Issue Restricted Persons). If a holder of Class A Shares
subsequently becomes restricted from the purchase of New Issues,
the Class A Shares held by such Shareholder will be converted by
way of redemption and re-issue into a number of Class B Shares
iii
having an aggregate Net Asset Value equal to the Net Asset Value
of such Class A Shares. A similar conversion may occur if a
holder of Class B Shares becomes eligible to participate in New
Issues (including by reason of changes to the NASD Rule).
Additional Classes. In addition to the Classes being offered, the
Fund, from time to time, may offer additional voting or
non-voting Classes of shares, including, without limitation, shares
offered in a currency other than U.S. dollars, which shares may be
offered on terms that differ from those discussed herein.
Investment Objective and
Business of the Fund
The Funds investment objective is to achieve superior capital

appreciation by investing its assets with investment managers
(Managers) of registered investment companies (i.e., mutual
funds) and exchange traded funds (ETFs) and by utilizing
hedging strategies which the Investment Manager implements
from time to time to protect down side risks and to mitigate
volatility of the portfolio. Initially, the Investment Manager
anticipates allocating the Funds assets to approximately 4-6
Managers that employ diversified investment strategies, including,
but not limited to, small cap growth, small cap value, medium cap
growth, medium cap value, large cap growth and large cap value
and trading strategies involving derivatives and hybrid
instruments. These allocations may be made in two ways: directly
through brokerage accounts pursuant to discretionary investment
management agreements with Managers (Managed Accounts);
and indirectly, by purchasing interests in investment funds
managed by Managers (together with the Managed Accounts, the
Investment Vehicles). The Investment Managers current
intention is to invest substantially all of the Funds assets in
Investment Vehicles.
Although the Investment Manager intends to achieve the Funds
investment objective primarily by investing in Investment
Vehicles, the Fund, on occasion, may trade, buy, sell, and
otherwise acquire, hold, dispose of, and deal in, directly or
indirectly through its investment in Investment Vehicles, on
margin or otherwise, (i) U.S. and non-U.S. equity and
equity-related securities (publicly-traded and privately offered,
listed and unlisted), including, but not limited to, convertible debt
securities, preferred stocks and their related common stocks, new
issues, U.S. Treasury securities and indices, (ii) U.S. and
non-U.S. bonds and other fixed income securities and debt
obligations, government securities, mortgage-backed securities,
bank debts, money market obligations, distressed equity, high
yield securities, (iii) derivatives instruments such as, without
iv
limitation, options, warrants and forward contracts, and (iv) such

other instruments, rights, and interests as determined by the
Investment Manager or the Managers, as applicable (hereinafter
referred to collectively as Financial Instruments).
The Fund may maintain assets in cash, short-term securities,
money market instruments and such other similar instruments to
meet the expense needs of the Fund and/or to fund redemptions or
for such other reasons as may be determined by the Investment
Manager.
The foregoing outline of the Funds investment strategy
represents the Investment Managers present intentions in view of
current market conditions and other factors. The Investment
Manager may vary the foregoing investment objectives and
guidelines to the extent it determines that doing so will be in the
best interest of the Fund. There is no assurance that the Funds
investment objectives will be achieved, and results may vary
substantially over time. Any investment strategy pursued for the
Fund is in the absolute and sole discretion of the Investment
Manager, subject to oversight by the Board of Directors.
Master Fund
The Investment Manager reserves the right to pursue the Fund's

investment objective either by directly investing the Fund's assets
or by causing all or part of the Fund's assets to be invested in a
centralized investment vehicle commonly known as a "master
fund" (the Fund being a "feeder fund"). Such master fund would
invest and reinvest assets of the Fund, together with assets of other
similar entities, following the same investment strategy described
herein.
Board of Directors
The initial Board of Directors of the Fund (the Board or the

Directors) consists of three (3) Directors, a majority of whom
are non-U.S. persons. The Board has complete authority over the
operations and management of the Fund. Certain operations of the
Fund, however, have been delegated by the Board to the
Administrator and the management of the Funds assets has been
delegated to the Investment Manager (each of which is further
described below). See MANAGEMENT - Board of Directors.
Investment Manager
(Company Name), LLC, a Delaware limited liability company

(the Investment Manager), will provide investment
management services to the Fund pursuant to an investment
management agreement (the Investment Management
Agreement).
See MANAGEMENT The Investment
Manager. (NAME) and (NAME) are the individuals responsible
for management of the Investment Manager.
Administrator
Brokerage Arrangements;
Custodian
Subscriptions
The Fund has entered into an agreement (the Administration

Agreement) with [] (the Administrator) to provide
administration services. The Administrator performs various
administrative services for the Fund, including calculation of the
Net Asset Value (as defined herein) of the shares of the Fund. See
MANAGEMENT Administrator.
The Fund will enter into brokerage arrangements (including prime

brokerage arrangements) with one or more financial institutions,
including any brokers, dealers, custodians or other institutions
(collectively, the Brokers) through which the Fund effects
transactions with regard to any direct investments in Financial
Instruments. The Fund may modify its brokerage arrangements at
any time without notice to or consent from the Members,
including, without limitation, by retaining additional Brokers or
terminating its relationship with current Brokers. Portfolio
transactions are executed by Brokers selected on behalf of the
Fund on the basis of their ability to effect prompt and efficient
executions at competitive rates. The Managers generally are
responsible for selecting the Brokers for the portion of the Funds
assets under their management. The Managers may select Brokers
on the basis that the Brokers may provide soft dollar benefits to
the Managers, their affiliates and/or other investment accounts
under their management; however, neither the Investment
Manager nor its affiliates will receive any soft dollar benefits.
Shares may be purchased on a monthly basis, at the end of each

month effective for investment on the first Business Day of the
next succeeding month, or on any other day approved by the
Board in its sole discretion (each a Subscription Date). The
term Business Day refers to any day on which banks and
relevant financial markets are open for business in New York and
in the Cayman Islands (other than a Saturday or Sunday)] or such
other day approved by the Board in its sole discretion. The initial
subscription price per Share is U.S. [Amount] per Share. The
Board has the right to reject any subscription for any or no reason.
Investments in the Fund must be made in cash or, in the
Investment Managers sole discretion, in kind. Completed
subscription materials must be received by the Administrator at
least five (5) days prior to the Subscription Date on which
prospective investors wish to subscribe for Shares, and cleared
funds must be in the Funds account at least two (2) Business Days
before the Subscription Date. See ELIGIBLE INVESTORS
and SUBSCRIPTIONS.
vi
Upon subscription, investors will receive the Series being offered

on that Subscription Date with respect to the particular Class (and
Series) being subscribed. To the extent a Performance Fee (as
defined herein) is payable as of the end of a fiscal year with
respect to more than one issued and outstanding Series, all such
Series, other than the oldest Series of such Class, with no loss
carry forward, will be converted by way of redemption and
re-issued into such oldest Series. Such conversion will be made,
after the payment of any Performance Fee with respect to the
applicable Class or Classes, at the prevailing Net Asset Value per
Share of the oldest outstanding Series of such Class.
Minimum Subscription
The minimum initial investment in the Fund by each investor is

U.S. [AMOUNT] and the minimum subsequent investment is U.S.
$[AMOUNT], subject to the discretion of the Board to reduce
such amounts. All subscriptions for shares are irrevocable, unless
determined otherwise by the Board.
Eligible Investors
The Shares may be purchased only by Eligible Investors as

described in this Memorandum. Persons interested in purchasing
the Shares should inform themselves as to the legal requirements
within their own countries for the purchase of the Shares and any
foreign exchange restrictions with which they must comply.
Shares may be sold to U.S. investors, but such U.S. investors may
be required to provide such additional documents as the Board
may determine. In the case of such U.S. investors, Shares may be
sold only to investors who are accredited investors under Rule
501 of Regulation D under the U.S. Securities Act of 1933, as
amended, qualified clients within the meaning of the Investment
Advisers Act of 1940, as amended (the Advisers Act), and meet
any other eligibility standards that legal counsel to the Fund
advises. The Fund reserves the right to reject subscriptions for
Shares in its absolute discretion without assigning any reason
therefor. See ELIGIBLE INVESTORS, and TAXATION.
Valuation
The Administrator of the Fund shall calculate the Net Asset Value
(as defined herein) on a monthly basis, as of the last day of the
calendar month, or any other day that the Directors so determine in
their sole discretion (each a Valuation Date). For a description
of the valuation procedures applicable to certain investments of
the Fund, see DETERMINATION OF NET ASSET VALUE.
Fees and Expenses
Management Fee. Pursuant to the Investment Management

Agreement and subject to the deferral provisions discussed herein,
the Investment Manager receives an asset based management fee
vii
(the Management Fee). The Management Fee will be

calculated and paid monthly, in arrears, in an amount equal to
approximately 0.0833% of the Net Asset Value of the Fund
measured as of the close of business on the last Business Day of
each calendar month. The Management Fee is equal to one
percent per annum (1.0%). The Management Fee will be prorated
based upon a Shareholders actual period of ownership of its
Shares. Payment of the Management Fee is due as of the last
Business Day of each calendar month and is payable by the Fund
within ten (10) days thereafter. The Investment Manager reserves
the right to waive or reduce (by rebate) the Management Fee with
respect to any Shareholder, including, without limitation, its
affiliates and/or employees.
For purposes of calculating the Management Fee, Net Asset Value
includes (i) the accrued Performance Fee (as defined below), if
any, (ii) the Management Fee payable or incurred by the Fund and
(iii) any distributions or redemption amounts paid during the
applicable month in which the Management Fee is calculated.
Performance Fee. Subject to the deferral provisions discussed
herein, the Investment Manager is entitled to receive a
performance-based fee, calculated on a Series-by-Series basis (the
Performance Fee), equal to twenty percent (20%) of the Net
Capital Appreciation (as defined herein) of each Series. For a
complete description of the Performance Fee calculation, see
FEES AND EXPENSES Fees of the Investment Manager.
The Performance Fee is calculated and accrued monthly and paid,
except where otherwise provided for herein, as of each fiscal
year-end. If a Shareholder makes a total or partial redemption
prior to the end of a fiscal year, the Performance Fee will be
calculated at the time of such redemption with respect to the
redeemed Shares. The Performance Fee is calculated on a
Series-by-Series basis in an effort to ensure that Performance Fees
are equitably assessed among Shareholders. Without limitation,
the Investment Manager may waive the Performance Fee (by
rebate) with respect to any Shareholder, including, without
limitation, its affiliates and/or employees.
High Water Mark. The Performance Fee with respect to a Series
of Shares is calculated only where the Net Asset Value per Share
has risen above (i) the higher of the issue price of the Shares in the
relevant Series (U.S.$[AMOUNT]) or, thereafter, (ii) the Net
Asset Value per Share of the relevant Series (after Performance
Fees) immediately following the last payment of Performance Fee
with respect to such Series. In effect, the Performance Fee
payable with respect to a Series is not payable until all prior net
viii
losses with respect to such Series (excluding the Performance Fee

from the calculation of net losses) are recouped. Appropriate
adjustments may be made to account for subscriptions and
redemptions.
Managers Fees. By virtue of its investments with different
Managers, the Fund will pay its share of all fees, allocations and
expenses charged by those Managers, which will result in the
layering of fees and expenses.
Managers are compensated or receive allocations on terms that
may include fixed and/or performance-based fees or allocations.
Generally, management fees, if applicable, range from 1% to 2%
(annualized) of the average value of the Fund's investment, and
performance fees or allocations range from 20% to 25% of the
capital appreciation in the Fund's investment for the year.
The Fund may negotiate reduced fees and/or allocations with
certain Managers. Any such reductions will inure to the benefit of
the Fund.
Organizational and Initial Offering Expenses. The Funds
organizational and initial offering costs and expenses are expected
to total approximately $[AMOUNT]. For financial accounting
purposes, the Fund is amortizing those expenses over a 60-month
period commencing [DATE]. The Fund believes that amortizing
the organizational expenses is more equitable than requiring the
initial investors in the Fund to bear the initial costs of the Fund.
Operating Expenses. The Fund pays all of its ordinary and
extraordinary expenses including, but not limited to, government
fees, legal, bookkeeping, accounting, auditing, recordkeeping,
administration, and clerical expenses (including expenses
incurred in preparing reports and tax information to Shareholders
and regulatory authorities), printing expenses, brokerage fees and
commission, operational and investment-related expenses, the
expenses of the offering of Shares and filing fees, directors and
officers insurance (if applicable), investment related, travel and
marketing expenses and such other related expenses and
extraordinary expenses (including indemnification) as incurred
and its pro rata share of the Investment Vehicles fees and
expenses.
Placement Fees. Properly registered selling agents engaged on
behalf of the Fund may, with the consent of the applicable
subscribing Shareholder introduced to the Fund by that selling
agent, receive a selling agent fee from that Shareholders
ix
subscription amount. The Fund will not receive any portion of the
selling agents fees.
Redemptions of Shares
Subject to certain restrictions, a Shareholder may, upon at least 45

days prior written notice to the Administrator, redeem some or all
of their Shares as of the last Business Day of a calendar quarter, or
at such other times and upon such conditions as the Board, in its
sole discretion, shall determine (each, a Redemption Date). A
Shareholder that redeems some or all of their Shares prior to
having held such Shares for a full twelve months will be subject to
a redemption fee equal to 2% of the actual aggregate redemption
proceeds, which redemption fee will be treated as additional
income to the Fund. Redemption fees and related expenses
incurred by the Fund with respect to its investments in Investment
Vehicles will be charged to the Shareholder that caused the Fund
to incur such redemption fees by being deducted from such
Shareholders redemption proceeds.
Moreover, some or all of the Investment Vehicles may require
maintenance of investment minimums and/or have holding
periods and/or other redemption provisions more restrictive than
those of the Fund. Under such circumstances and other
extraordinary circumstances (e.g., a delay in payments from one
or more Investment Vehicles or Managed Accounts, significant
administrative hardship), the Fund may delay payment of
redemption amounts representing the portion of the Funds assets
that are the subject of such delay or, in the Investment Managers
discretion, may distribute assets in-kind in partial or in full
satisfaction of the redemption price or suspend redemption rights
or redemption payments in whole or in part. See Valuation of the
Funds Assets and Redemptions.
The Board, in its sole discretion and for any or no reason, may at
any time require any Shareholder to redeem all or a portion of its
Shares from the Fund upon at least 48 hours prior written notice.
The Redemption Date in such event shall be the date specified
in such notice. The Board may expressly waive or modify any or
all redemption restrictions, redemption fees and notice
requirements.
For a more detailed description of Shareholder redemption rights,
prospective shareholders should carefully review the
REDEMPTIONS section.
Risk Factors; Conflicts

of Interest
The Fund is a new entity and, as such, has no operating history.

An investment in the Fund is speculative and involves a high
degree of risk. There is no assurance that the Fund will be

profitable or that an investor will not lose some or all of its
investment in the Fund. Past results of the Fund, the Investment
Manager or their principals and affiliates are not necessarily
indicative of the future performance of the Fund. The risks of an
investment in the Fund include, but are not limited to, the
speculative nature of the Fund's strategies and the charges that the
Fund will incur regardless of whether any profits are earned.
Moreover, because the Fund's Net Asset Value is calculated in U.S.
Dollars, each Shareholder, and not the Fund, will bear the risk of
any foreign currency exposure resulting from differences, if any,
in the value of the U.S. Dollar and the currency in which such
Shareholder maintains its net worth. The Fund is also subject to
certain conflicts of interest. See "CERTAIN RISK FACTORS
and CONFLICTS OF INTEREST."
Distributions and
Reinvestment
Certain ERISA Considerations
The Fund does not currently expect to pay dividends or other

distributions to Shareholders, other than the proceeds of
redemptions. If no distributions are made to Shareholders, such
income will be reinvested. The Fund reserves the right to change
such policy in its sole discretion.
Investment in the Fund generally will be open to employee benefit
plans and other funds subject to ERISA and/or Section 4975 of the
Code (as defined herein). Except as described below under "Risk
Factors - Compliance with ERISA Transfer Restrictions", the
Investment Manager intends to use commercially reasonable
efforts to cause "benefit plan investors" not to own a significant
portion of each class of equity interests in the Fund, so that the
assets of the Fund should not be considered "plan assets" for
purposes of ERISA and Section 4975 of the Code, although there
can be no assurance that non "plan asset" status will be obtained or
maintained. Prospective purchasers and subsequent transferees of
Shares in the Fund may be required to make certain
representations regarding compliance with ERISA and Section
4975 of the Code. See "Certain ERISA Considerations".
EACH PROSPECTIVE SHAREHOLDER THAT IS
SUBJECT TO ERISA AND/OR SECTION 4975 OF THE
CODE IS ADVISED TO CONSULT WITH ITS OWN
LEGAL, TAX AND ERISA ADVISERS AS TO THE
CONSEQUENCES OF AN INVESTMENT IN THE FUND.
Reporting
The Fund will provide Shareholders with monthly performance

reports, quarterly Net Asset Value statements and annual audited
reports, the latter with audited financial statements.
xi
Certain U.S. Regulatory Matters
The Fund is not registered as an investment company and,

therefore, is not required to adhere to certain investment policies
under the Investment Company Act of 1940, as amended.
Accordingly, this Memorandum may be amended by the Fund
without further notice to the Shareholders and/or action may be
taken with regard to such matters as to comply with any rule,
regulation or statute or act in a manner consistent therewith. See
CERTAIN RISK FACTORS.
Fiscal Year
The Funds fiscal year-end is December 31st. The first fiscal year
end for which audited financial statements will be prepared will be
[DATE].
Tax Status
Under current Cayman Islands law, the Fund will not be subject to
any Cayman Islands taxation and under current laws of the United
States, the Fund should not be subject to any U.S. income taxation
(other than U.S. withholding taxes on dividends and certain
interest income derived from U.S. sources). Certain dividend
income, interest income and certain capital gains income realized
by the Fund may be subject to income or withholding taxes in the
jurisdiction of the source of such income.
Transfers; Listing
There is currently no public market for resale of Shares and none

is likely to exist in the future. However, the Fund may list the
Shares on the Irish Stock Exchange, or a similar securities
exchange, without further notice to the Shareholders.
Functional Currency
The Funds functional currency (i.e., the currency in which it

maintains its books, records, and financial statements) is the U.S.
dollar.
Privacy Notice
Any and all nonpublic personal information received by the Fund

and/or the Investment Manager with respect to the Shareholders
that are natural persons, including the information provided to the
Fund by a Shareholder in the subscription documents, will not be
shared with nonaffiliated third parties that are not service
providers to the Fund and/or the Investment Manager without
prior notice to such Shareholders. Such service providers include
but are not limited to the auditors, the Administrator and the legal
advisors of the Fund. Additionally, the Fund, the Administrator
and/or the Investment Manager may disclose such nonpublic
personal information as required by law. See EXHIBIT I
Privacy Notice.
xii
DIRECTORY
Funds Registered Office
c/o []
Investment Manager
(COMPANY NAME)
(ADDRESS)
(Telephone)
(Facsimile)
Administrator
[]
Telephone:
Facsimile:
Auditors
[]
Legal Advisors
As to United States Law:
As to Cayman Islands Law:
(LAWYER CONTACT NAME, INFORMATION) (LAWYER CONTACT NAME, INFORMATION)
xiii
Table of Contents
Page
SUMMARY .................................................................................................................................................III
DIRECTORY ...........................................................................................................................................XIII
THE FUND ....................................................................................................................................................1
INVESTMENT OBJECTIVE AND POLICIES ........................................................................................1
MANAGEMENT...........................................................................................................................................4
BOARD OF DIRECTORS .................................................................................................................................4
THE INVESTMENT MANAGER .......................................................................................................................4
FEES AND EXPENSES ...............................................................................................................................7
FEES OF THE INVESTMENT MANAGER ..........................................................................................................7
SHARES OF THE FUND.............................................................................................................................9
THE FUNDS SHARE CAPITAL ......................................................................................................................9
VOTING AND OTHER RIGHTS .....................................................................................................................10
REGISTRATION AND TRANSFER OF SHARES ...............................................................................................11
SUBSCRIPTIONS.......................................................................................................................................11
REDEMPTIONS .........................................................................................................................................12
MISCELLANEOUS .......................................................................................................................................14
DETERMINATION OF NET ASSET VALUE........................................................................................14
DETERMINATION OF NET ASSET VALUE ....................................................................................................14
CERTAIN RISK FACTORS......................................................................................................................17
CROSS-CLASS LIABILITY .........................................................................................................................28
ANTI-MONEY LAUNDERING.....................................................................................................................28
CONFLICTS OF INTEREST....................................................................................................................29
ELIGIBLE INVESTORS ...........................................................................................................................31
TAX CONSIDERATIONS .........................................................................................................................33
INTRODUCTION ..........................................................................................................................................33
THE FUND ..................................................................................................................................................33
SHAREHOLDERS OF THE FUND ...................................................................................................................34
UNRELATED BUSINESS TAXABLE INCOME .................................................................................................35
ERISA CONSIDERATIONS .....................................................................................................................35
ADDITIONAL AND GENERAL INFORMATION................................................................................38
CAYMAN ISLANDS MUTUAL FUNDS LAW ..................................................................................................38
xiv
CAYMAN ISLANDS ANTI MONEY LAUNDERING REGULATIONS ..................................................................39

OTHER JURISDICTIONS ...............................................................................................................................40
FURTHER ISSUES OF SHARES......................................................................................................................40
PRINCIPAL OBJECT ....................................................................................................................................40
SHARE PREMIUM ACCOUNT .......................................................................................................................41
REPURCHASE OF SHARES ...........................................................................................................................41
ALTERATIONS TO THE FUNDS SHARE CAPITAL .........................................................................................41
VARIATION OF CLASS RIGHTS ...................................................................................................................41
AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION ...........................................................41
DIRECTORS INTEREST IN CONTRACTS.......................................................................................................41
DIRECTORS POWERS .................................................................................................................................42
REMOVAL OF DIRECTORS ..........................................................................................................................42
INDEMNIFICATION......................................................................................................................................42
REPORTS TO THE SHAREHOLDERS ..............................................................................................................42
MEETINGS OF SHAREHOLDERS...................................................................................................................43
AVAILABLE DOCUMENTS...........................................................................................................................43
INQUIRIES ..................................................................................................................................................43
Exhibit I-Privacy Notice
xv
( FUND NAME), LTD.

THE FUND
Generally. ( Fund NAME), Ltd. (the Fund) was incorporated as an exempted company under the
laws of the Cayman Islands on [DATE]. Shares of the Fund are issued in classes (each a Class). The
Fund is offering Class A and Class B Shares (the Class A Shares and Class B Shares, respectively and
together, the Shares) denominated in U.S. dollars. The distinction between Class A and Class B Shares
relates to the Funds possible acquisition of new issues from time to time. See SHARES OF THE
FUND-The Funds Share Capital herein for a description of the different Classes. The purchase price per
Share is U.S.$[AMOUNT]. Upon acquiring Shares, investors become shareholders in the Fund (each a
Shareholder). The information contained in this Confidential Private Placement Memorandum (the
Memorandum) is qualified in its entirety by the Funds Memorandum of Association and Articles of
Association (together, the Articles of Association) which are available on request.
Series. Each Class of Shares will be issued in Series (each a Series) to reflect equitably the
differing Performance Fees attributable to each Series. See SHARES OF THE FUND The Funds Share
Capital herein for a description of the Series and the conversion of Series.
Additional Classes. In addition to the Classes of Shares being offered, the Fund from time to time
may offer additional voting or non-voting Classes of shares, including, without limitation, shares offered in
a currency other than U.S. dollars, which shares may be offered on terms that differ from those discussed
herein.
INVESTMENT OBJECTIVE AND STRATEGY
Investment Strategy
The Funds investment objective is to achieve superior capital appreciation by investing its assets
with investment managers (Managers) of registered investment companies (i.e., mutual funds) and
exchange traded funds (ETFs), and by utilizing hedging strategies which the Investment Manager
implements from time to time to protect down side risks and to mitigate volatility of the portfolio. Initially,
the Investment Manager anticipates allocating the Funds assets to approximately 4-6 Managers that
employ diversified investment strategies, including, but not limited to, small cap growth, small cap value,
medium cap growth, medium cap value, large cap growth and large cap value and trading strategies
involving derivatives and hybrid instruments. These allocations may be made in two ways: directly
through brokerage accounts pursuant to discretionary investment management agreements with Managers
(Managed Accounts); and indirectly, by purchasing interests in investment funds managed by Managers
(Investment Vehicles). The Investment Managers current intention is to invest substantially all of the
Funds assets in Investment Vehicles, although the Fund is also permitted to make direct investments in
Financial Instruments as previously defined.
The Fund aims to:
Seek superior risk-adjusted rate of return, while maintaining a lower volatility by allocating the
Funds assets among a variety of different Managers with different investment strategies and by
employing hedging strategies to protect down side risks;
Preserve capital by attempting to achieve consistent returns with a lower level of risk; and
Maintain low correlation with major stock and bond indices.
The Investment Managers investment process is a multi-faceted process that involves a number of
steps starting with Manager identification and ending with portfolio construction and implementing
hedging strategies and Manager monitoring. Ultimately, the success of the investment process rests on the
ability to successfully identify superior investment and trading talent as well as to develop efficient hedging
strategies from time to time. The Investment Manager relies on both quantitative and qualitative factors to
source Managers.
On the quantitative side, the Investment Manager uses its own database to analyze Managers
historical performances, risk profile and other statistical data. On the qualitative side, the Investment
Manager will conduct a thorough due diligence review that considers a potential Managers portfolio
management experience, depth of management team, and adherence to compliance. Significant time will be
spent conducting on-site due diligence, attending conferences, and examining a potential Managers
organizational infrastructure. Manager performance will be monitored closely following each allocation by
the Fund. Due to the fact that markets change, strategies change, and Manager personnel change, the
Investment Manager believes the continual monitoring and evaluation of Managers is essential.
The Investment Manager conducts research work from time to time to find out and develop suitable
hedging strategies for the Fund by utilize quantitative tools and seeking professional advice if necessary.
In an effort to create a portfolio that delivers superior capital appreciation while controlling
risk, the Investment Manager believes it is important that no single Manager, style or strategy causes the
Funds entire portfolio undue distress. With this in mind, the Investment Manager will attempt to seek
diversification across Managers, styles and strategies. The Investment Manager may liquidate the Funds
assets from a particular Manager for many reasons, including: a) style drift; b) unfavorable market outlook
for the strategy; c) performance; d) change in leverage; e) change in personnel; or f) inadequate disclosure.
The Fund may maintain assets in cash, short-term securities, money market instruments and such
other similar instruments to meet the expense needs of the Fund and/or to fund redemptions or for such other
reasons as may be determined by the Investment Manager. In addition, the Investment Manager at times
and from time to time may elect to leverage the Funds assets through borrowings and/or derivative
instruments.
Advantages of the Funds Multi-Manager Investment Structure in long side of portfolio. The
Funds use of multiple Managers to conduct its trading is designed to provide investors with a diversified
investment portfolio, as well as to enable investors to obtain above-average returns over a market cycle. In
addition, the use of various Managers will afford Shareholders:
Investment Diversification. An investor who is not prepared to spend substantial time

investing in and trading various Financial Instruments nevertheless may participate in these
markets through the Fund, thereby obtaining diversification. The Investment Manager
believes that the profit potential of the Fund does not depend upon favorable general
economic conditions, and that the Fund is as likely to be profitable during periods of
declining stock, bond, and real estate markets as at any other time; conversely, the Fund
may be unprofitable (as well as profitable) during periods of generally favorable economic
conditions.
Limited Liability. Unlike an individual who invests directly in Financial Instruments, a

Shareholder cannot be subjected individually to margin calls and cannot lose more than the
amount of his unredeemed capital contribution, his share of undistributed profits, if any,
and under certain circumstances, any distributions and amounts received upon redemption
of Shares and interest thereon.
Professional Investment Management. Investment and trading decisions for the Fund are
made by the Managers, who have different investment styles and philosophies and who are
selected by the Investment Manager. The Investment Managers program generally is not
available for investments outside the Fund. The Managers have high investment
minimums and limited access, and are not accessible with the amounts invested by
Shareholders in the Fund.
Administrative Convenience. The Fund is structured to provide Shareholders with

numerous services designed to alleviate the administrative details involved in engaging
directly in Financial Instrument trading, including monthly, quarterly and annual reports
(showing, among other things, the Shareholders Net Asset Value in the Fund, trading
profits or losses, and expenses) and all tax information relating to the Fund necessary for
Shareholders to complete their income tax returns.
*
The foregoing outline of the Funds investment strategy represents the Investment Managers
present intentions in view of current market conditions and other factors. The Investment Manager may
vary the foregoing investment objectives and guidelines to the extent it determines that doing so will be in
the best interest of the Fund. There is no assurance that the Funds investment objectives will be achieved,
and results may vary substantially over time. Any investment strategy pursued for the Fund is in the sole
discretion of the Investment Manager.
Prospective investors must not consider the present or proposed allocation of the Funds assets
among the Managers to have been, or expect future allocations to be, determined in any scientific or precise
manner. Such decisions will be made in the Investment Managers sole discretion, and prospective
investors must not rely on the Investment Manager considering any specific factors in arriving at any such
decision.
Leverage, Borrowing and Lending
The Fund is authorized to borrow in order to fund redemption requests and for the payment of fees,
expenses and other short term Fund obligations. Investment Vehicles frequently may borrow in an attempt
to enhance returns. There are no restrictions on the Funds borrowing capacity other than limitations
imposed by lenders and any applicable credit regulations. Loans generally may be obtained from securities
brokers and dealers or from other financial institutions; securities or other assets of the Fund pledged to such
brokers will be used to secure such loans. Loans of cash or securities may also be made from or to other
investment companies on such terms as are commercially reasonable, including without limitation, from or
to investment companies similar to the Investment Vehicles.
THERE CAN BE NO ASSURANCE THAT THE FUNDS PERFORMANCE GOALS WILL BE
REALIZED. THE SUCCESS OF THE FUND DEPENDS TO A GREAT EXTENT ON THE ABILITY
OF THE INVESTMENT MANAGER TO SELECT MANAGERS, NOT ON THE SPECIFIC
IDENTITIES OF THE MANAGERS THEMSELVES OR THE PERFORMANCE OF ANY
PARTICULAR MANAGER. THE IDENTITIES OF MANAGERS AND THE PROPORTION OF
ASSETS ALLOCATED TO THEM ARE THE PROPRIETARY INFORMATION OF THE FUND.
MANAGERS SELECTED FOR THE FUND WILL CHANGE FROM TIME TO TIME.
MANAGEMENT
Board of Directors
The Board of Directors of the Fund (the Board or the Directors) consists of three (3) Directors,
a majority of whom are non-U.S. persons and each of whom serves in accordance with the laws of the
Cayman Islands and in accordance with the Articles of Association. A brief biographical description of
each of the Directors follows:
(NAME) .. For Mr. .s biography, see The Investment Manager below.
[Director 2]
[Director 3]
The Directors primary function is to supervise the general conduct of the affairs of the Fund. The
Directors have appointed the Investment Manager to perform and/or delegate certain management and
administrative tasks on behalf of the Fund.
The Investment Manager
(Company Name), LLC, a Delaware limited liability company, formed in [DATE], is the
Investment Manager (the Investment Manager) pursuant to an investment management agreement (the
Investment Management Agreement).
The principal decision makers of the Investment Manager with respect to the investing the Funds
assets are (NAME) and (NAME)
(BIO 1)
(BIO 2)
ADMINISTRATOR
[] (the Administrator) has been retained by the Fund to assist with the Funds administrative
matters pursuant to an agreement (the Administrative Services Agreement). The Administrator performs
various administrative services for the Fund, including calculating the Fund's and each Class and Series
Net Asset Value.
The Administrative Services Agreement dated as of [DATE] has an initial term that expires on
[DATE] and thereafter it will be extended for successive one year terms subject to a party terminating the
agreement upon giving at least sixty (60) days prior written notice. The Administrative Services
Agreement provides that the Administrator shall not be liable to the Fund for any error of judgment, mistake
of law or for any loss suffered by the Fund in connection with its services in the absence of negligence,
willful default or material breach of the Administrative Services Agreement. The Administrative Services
Agreement contains provisions for the indemnification of the Administrator by the Fund against liabilities
to third parties arising in connection with the performance of its services, except under certain
circumstances as per the Administrative Services Agreement.
The Administrator will also act as registrar and transfer agent. As a result, the Administrator will be
responsible for, among other things: (i) maintaining the register of Shareholders of the Fund and generally
performing all actions related to the issuance and transfer of Shares and the safe-keeping of certificates
therefor, if any; (ii) performing all acts related to the redemption and/or purchase of the Shares; (iii)
maintaining a record of dividends declared, if any, and dividends paid; and (iv) dealing with and replying to
all correspondence and other communications addressed to the Fund in relation to the transfer of Shares.
BROKERAGE ARRANGEMENTS; CUSTODIAN
The Fund will enter into brokerage arrangements with Brokers with regard to any direct
investments in Financial Instruments. The Fund may modify its brokerage arrangements at any time
without notice to or consent from the Shareholders. Portfolio transactions are executed by brokers and
dealers selected on behalf of the Fund on the basis of their ability to effect prompt and efficient executions
at competitive rates.
With respect to investments in Investment Vehicles, in general, each Manager is responsible for
selecting a Broker or Brokers for the portion of the Funds assets under its management. The Managers, and
their affiliates and any of its or their partners, members, managers, officers, directors, employees, or other
applicable representatives and their respective successors, transferees and assigns (collectively, the
Managers Group), are each authorized to utilize different Brokers for each Financial Instrument
transaction. In selecting Brokers to execute transactions, the members of the Managers Group need not
solicit competitive bids and do not have an obligation to seek the lowest available commission cost. It is not
the Managers Group practice to negotiate execution only commission rates; thus, the Fund may be
deemed to be paying for other products and services provided by the Broker which are included in the
commission rate. Brokers will be selected generally on the basis of best execution, which will be
determined by taking into account, among other things, commission rates (and other transactional charges),
the Brokers financial strength, stability and responsibility, reputation, reliability, responsiveness to the
members of the Managers Group, and accuracy of recommendations on particular Financial Instruments,
ability to execute trades, block trading and block positioning capabilities, nature and frequency of sales
coverage, net price, depth of available services, arbitrage operations, bond capability and option operations,
the availability of stocks to borrow for short trades, willingness to execute related or unrelated difficult
transactions in the future, order of call, back office, processing and special execution capabilities, efficiency
of execution and error resolution.
In selecting Brokers, the members of the Managers Group (other than the Investment Manager)
may also take into account the value of the following products and/or services (whether or not for research
purposes, in whole or in part), either provided by the Broker, or paid for by the Broker (either by direct or
reimbursement payments (in whatever form) or by commissions, mark-ups or credits or by any other means)
to be provided by others (collectively, Products and Services). Products or Services may be in any form
(e.g., written, oral or on-line) and may include research products or services; clearance; settlement; on-line
pricing and financial information; access to computerized data regarding clients accounts; performance
measurement data and services; consultations; economic and market information; portfolio strategy advice;
market, economic and financial data; statistical information; data on pricing and availability of securities;
publications (including periodicals, magazines and newspapers); electronic market quotations; charges on
borrowed funds; travel expenses; internet service; printing and duplicating services; conferences; document
retrieval services; marketing services; analyses concerning specific securities, companies, governments or
sectors; market, economic, political and financial studies and forecasts; industry and company comments;
technical data, recommendations and general reports; quotation services; referrals of prospective investors
and any related finders fees; custody; brokerage; recordkeeping, bookkeeping and similar services; office
space, furniture, utilities, and facilities; computer databases; newswire and data processing equipment,
quotation equipment, accounting, auditing and legal services, and, to the extent related in any way to any of
the foregoing: service contracts, repairs, replacement parts, consultants, connections, and software.
The members of the Managers Group will not adhere to any rigid formulae in making the selection
of Brokers, but will weigh a combination of the preceding criteria. The members of the Managers Group
may use Products and Services in servicing some or all of their clients and the clients of their affiliates. In
addition, some Products and Services may not necessarily be used by the Fund, but may benefit other clients
of the Investment Manager or any Manager) even though its commission dollars may have provided for the
Products and Services. The Fund, therefore, may not, in a particular instance, be the direct or indirect
beneficiary of the Products or Services provided.
Each Shareholder will acknowledge and agree to the use of Products and Services by the Managers
Group as set forth above (even if such use does not meet the safe harbor of Section 28(e) under the
Securities Exchange Act of 1934, as amended) by signing the Subscription Documents.
The members of the Managers Group may, but are not required to, aggregate sale and purchase
orders of Financial Instruments with similar orders being made simultaneously for other accounts or entities,
including affiliates, if, in their reasonable judgment, such aggregation is reasonably likely to result in an
overall economic benefit to the specific account under management based on an evaluation that the account
will be benefited by relatively better purchase or sale prices, lower commission expenses or beneficial
timing of transactions, or a combination of these and other factors. In many instances, the purchase or sale
of Financial Instruments will be effected simultaneously with the purchase or sale of like Financial
Instruments for other accounts or entities. Such transactions may be made at slightly different prices, due to
the volume of Financial Instruments purchased or sold. In such event, the average price of all Financial
Instruments purchased or sold in such transactions may be determined by the members of the Managers
Group in their sole discretion.
FEES AND EXPENSES
Fees of the Investment Manager

Management Fee. Pursuant to the Investment Management Agreement and the deferral provisions
discussed below, the Investment Manager receives an asset based management fee (the Management
Fee). The Management Fee will be calculated and paid monthly, in arrears, in an amount equal to
approximately 0.0833% of the Net Asset Value of the Fund measured as of the close of business on the last
Business Day of each calendar month. The Management Fee is equal to one percent per annum (1.0%). The
Management Fee will be prorated based upon a Shareholders actual period of ownership of its Shares.
Payment of the Management Fee is due as of the last Business Day of each calendar month and is payable by
the Fund within ten (10) days thereafter. The Investment Manager reserves the right to waive or reduce (by
rebate) the Management Fee with respect to any Shareholder, including, without limitation, its affiliates
and/or employees.
Performance Fee. Subject to the deferral provisions discussed below, the Investment Manager is
entitled to receive a performance-based fee, calculated on a Series-by-Series basis, in an amount equal to
twenty percent (20%) of the appreciation of each series Net Asset Value (the Performance Fee). The
Performance Fee is calculated on a Series-by-Series basis in an effort to ensure that the Performance Fee is
equitably assessed among Shareholders. The Performance Fee, if any, is calculated and payable (i) as of
each [December 31st], (ii) as of each Redemption Date with respect to the Shares redeemed by redeeming
Shareholders, (iii) in the Fund's sole discretion, as of the effective date of a transfer of Shares, and (iv) as of
the date of the termination of the Investment Management Agreement, in each case with respect to the
period ending on such date. All fees and expenses (except the Performance Fee) that have been paid for a
given period are deducted prior to calculating the Performance Fees for such period, including, without
limitation, the Management Fee. Appropriate adjustments are to be made to account for subscriptions and
redemptions. The Investment Manager reserves the right to waive or reduce the Performance Fee (by rebate)
with respect to any Shareholder, including, without limitation, its affiliates and/or employees.
High Water Mark. The Performance Fee with respect to a Series of Shares is calculated only where
the Net Asset Value per Share has risen above (i) the higher of the issue price of the Shares in the relevant
Series (U.S.$[AMOUNT]) or, thereafter, (ii) the Net Asset Value per Share of the relevant Series (after
Performance Fees) immediately following the last payment of an Performance Fee with respect to such
Series. In effect, the Performance Fee payable with respect to a Series is not payable until all prior net losses
with respect to such Series (excluding the Performance Fee from the calculation of net losses) are recouped.
Appropriate adjustments may be made to account for subscriptions and redemptions.
Payment of the Performance Fee. The Performance Fee is payable by the Fund to the Investment
Manager within ten (10) days after it becomes due. Payment of the Performance Fee, however, will be
subject to adjustment upon completion of the audit of the Funds financial statements for the fiscal year in
which the Performance Fee accrues. If the audit shows that the Performance Fee paid for a fiscal year was
higher or lower than the Performance Fee that actually was due, an appropriate adjustment and payment will
be made within ten (10) days after completion of the audit.
Deferral. Notwithstanding the foregoing, the Investment Manager may elect to defer payment of
all or any portion of its Management Fees and/or Performance Fees. Any such deferral shall be done in
accordance with the provisions of Code Section 409A. In the event the Investment Manager elects to defer
payment of all or any portion of its fees, the deferred amount will appreciate or depreciate based on, at the
election of the Investment Manager, either (i) the subsequent performance of the Fund (as determined prior
to the deduction of the Management and Performance Fees) or (ii) the performance of any other investment
chosen by the Investment Manager. An accounting of any such deferred fees and their investment
performance shall be made at the end of each calendar year by the Fund. Any deferred fees will not be
charged a Management Fee or Performance Fee. The deferred fees will be reflected on the books of the
Fund as a liability and will reduce the Funds Net Asset Value.
Organizational and Initial Offering Expenses
The Funds organizational and initial offering costs and expenses are expected to total
approximately $[AMOUNT]. For financial accounting purposes, the Fund is amortizing those expenses
over a 60-month period commencing [DATE]. The Fund believes that amortizing the organizational
expenses is more equitable than requiring the initial investors in the Fund to bear the initial costs of the
Fund.
Operating Expenses
The Fund pays all of its ordinary and extraordinary expenses including, but not limited to,
government fees, legal, bookkeeping, accounting, auditing, recordkeeping, administration, and clerical
expenses (including expenses incurred in preparing reports and tax information to Shareholders and
regulatory authorities), printing expenses, brokerage fees and commission, operational and
investment-related expenses, the expenses of the offering of Shares and filing fees, directors and officers
insurance (if applicable), investment related, travel and marketing expenses and such other related expenses
and extraordinary expenses (including indemnification) as incurred and its pro rata share of the Investment
Vehicles fees and expenses.
The Investment Manager and any affiliates retained by it will be reimbursed for certain
out-of-pocket expenses incurred on behalf of the Fund. Such reimbursable expenses shall not include any
expense attributable to their provision of office personnel and space required for the performance of its
services.
Managers Fees
By virtue of its investments with different Managers, the Fund will pay its share of all fees and
expenses charged by those Managers, which will result in the layering of fees, allocations and expenses.
The Fund may also be subject to a performance fee or allocation in certain circumstances. Generally,
management fees, if applicable, range from 1% to 2% (annualized) of the average value of the Fund's
investment, and performance fees or allocations range from 20% to 25% of the capital appreciation in the
Fund's investment for the year.
SHARES OF THE FUND
The Funds Share Capital

Generally. The Fund has an authorized share capital of U.S.[AMOUNT], consisting of
[AMOUNT] shares of par value U.S.$[AMOUNT] per share. Each Class of shares will be issued in series
(each a Series). A new Series will be issued with respect to a Class on each date that the Fund permits
subscriptions with respect to such Class. The Series will be numbered consecutively per Class (i.e.,
commencing with A1, B1, etc.). Each of the outstanding Classes of shares participates ratably with all other
outstanding Classes of shares of the same Series in the Funds fees, expenses, assets and earnings with
respect to such Series. There are no outstanding options relating to any Shares, nor has it been agreed
conditionally or unconditionally to put Shares under option.
Each Share has in each Series equal dividend, distribution and liquidation rights, and Shares of a
particular Series are redeemed in accordance with the Net Asset Value of the Shares of that Series and, on a
solvent winding up, surplus assets attributable to a particular Series of Shares will be distributed to the
holders of Shares of that Series.
New Issues. From time to time, the Fund may directly or indirectly invest in new issues
(generally defined in U.S. National Association of Securities Dealers Rule 2790, as the same may be
amended, supplemented or replaced from time to time (the NASD Rule) as any initial public offering of an
equity security). The NASD has taken the position in the NASD Rule that such new issues may not be sold,
except in limited circumstances, to an account in which a member or person affiliated with or related to a
member of the NASD (or certain other securities industry professionals/companies) has an interest. To the
extent that the Fund purchases new issues, the Fund will do so primarily, if not only, with the assets
attributable to Class A Shares. Accordingly, the Class A Shares may be purchased only by investors whose
beneficial owners are not Restricted Persons for purposes of U.S. new issues, that is, do not fall within
the proscription of NASD Rule 2790. The Class B Shares may be purchased by investors whose beneficial
owners fall within such proscription (New Issue Restricted Persons). Accordingly, each subscriber for,
and each transferee of, Class A Shares will be required to complete and execute a statement concerning his
business affiliations and represent to the Fund that for subscriptions for, and transfers of, the Class A Shares,
the beneficial owner does not fall within the proscription of NASD Rule 2790, and, therefore, is not a New
Issue Restricted Person. If a holder of Class A Shares subsequently becomes restricted from the purchase of
New Issues, the Class A Shares held by such Shareholder will be converted by way of redemption and
re-issue into a number of Class B Shares having an aggregate Net Asset Value equal to the Net Asset Value
of such Class A Shares. A similar conversion may occur if a holder of Class B Shares becomes eligible to
participate in New Issues (including by reason of changes to the NASD Rule).
Conversion of Series. The Classes are issued in various Series to reflect equitably the differing
Performance Fees attributable to each Series. Upon subscription, investors in each Class will receive the
Series of Shares then being offered with respect to such Class. To the extent a Performance Fee is payable
as of the end of a fiscal year with respect to more than one issued and outstanding Series of a given Class, all
such Series, other than the oldest Series of such Class, with no loss carryforward, will be converted by way
of redemption and re-issue into such oldest Series. Such conversion will be made, after the payment of any
Performance Fee, at the prevailing Net Asset Value per Share of the oldest outstanding Series of such Class.
Subject to the provisions herein, the Fund, in its sole discretion, may issue additional Classes of
shares without notice to, or the consent of, the Shareholders.
Voting and Other Rights
Subject to any rights or restrictions for the time being attached to any Class or Classes, every
Shareholder present in person or by proxy and entitled to vote at any general meeting of the Funds
Shareholders or at any meeting of any Class of the Funds Shareholders, will have one (1) vote on a show of
hands. On a poll, every Shareholder entitled to vote will have one (1) vote for each Share of which it is the
holder. On a poll, a Shareholder entitled to more than one (1) vote need not use any or all of its votes or cast
all of the votes it uses in the same way. General meetings of the Funds Shareholders may, but need not, be
held annually to approve the selection of auditors and attend to such other business as may properly be
placed before such a meeting. Shareholders will receive at least ten (10) days notice of any Shareholders
meeting and will be entitled to vote their Shares either personally or by proxy. If the form of proxy sent with
the notice of meeting is not completed and returned prior to the meeting and the Shareholder does not appear
personally at such meeting, such Shareholders Shares will be voted in the discretion of the proxy
designated in the Subscription Agreement executed by such Shareholder.
Registration and Transfer of Shares
Shares are issued only in registered form; the Fund does not issue bearer shares. The Administrator
will maintain a current register of the names and addresses of the Shareholders, and the Administrators
entry in the share register is conclusive evidence of ownership of such Shares. Certificates representing
Shares will not be issued save in exceptional circumstances and then only at the discretion of the Directors.
Transfers of Shares are permitted only with the prior consent of the Fund, which consent may be
withheld in the absolute discretion of the Fund. Any transferee of Shares is required to furnish the same
information that would be required in connection with a direct subscription in order for a transfer
application to be considered by the Fund. Violation of applicable ownership and transfer restrictions may
result in a compulsory redemption.
Listing
The Shares are not currently listed on any securities exchange, and it is not anticipated that there
will be any secondary market for trading in the Shares. Notwithstanding the foregoing, the Fund reserves
the right to list the Shares on the Irish Stock Exchange, or a similar securities exchange, without further
notice to the Shareholders.
10
SUBSCRIPTIONS
Shares may be purchased on a monthly basis, at the end of each month effective for investment on
the first Business Day of the next succeeding month, or on any other day approved by the Board in its sole
discretion (each a Subscription Date). The Directors have the right to reject any subscription for any or
no reason.
Upon subscription, investors in a Class will receive the Series of Shares then being offered with
respect to such Class at a price of U.S.[AMOUNT] per share. The Classes are issued in various Series to
reflect equitably the differing Performance Fees attributable to each Series. To the extent a Performance Fee
is payable as of the end of a fiscal year with respect to more than one issued and outstanding Series of a
given Class, all such Series, other than the oldest Series of such Class, with no loss carryforward, will be
converted by way of redemption and re-issue into such oldest Series. Such conversion will be made, after
the payment of any Performance Fee, at the prevailing Net Asset Value per Share of the oldest outstanding
Series of such Class.
Completed subscription materials must be received by the Administrator at least [five (5)] days
prior to the Subscription Date on which prospective investors wish to subscribe for Shares, and cleared
funds must be in the Funds account at least [two (2)] Business Days before the Subscription Date, unless
otherwise agreed by the Directors. Applications received after this time will be held in an account and
treated as an application for the next Subscription Date. See ELIGIBLE INVESTORS. The purchase
price per Share is U.S.$[AMOUNT]. The minimum initial subscription for Shares by each investor is
U.S.[AMOUNT] and the minimum subsequent investment for each investor is U.S.$[AMOUNT]. The
Fund, in its discretion, may accept initial and/or subsequent subscriptions of a lesser amount or establish
different minimum subscriptions in the future. Subscriptions for the Shares are payable only in cash or, in
the Investment Managers sole discretion, in kind. The acceptance of subscriptions is subject to
confirmation of the prior receipt of cleared funds credited to the Funds subscription account and the receipt
of completed subscription documents in a form acceptable to the Administrator. A purchaser acceptable to
the Fund will be sold that number of Shares of the relevant Series (including fractional Shares) which its
subscription payment will purchase (to the extent accepted).
The application shall state (i) the number of Shares applied for or the amount to be invested, (ii)
how payment has been made or is being made for the amount due if the application is accepted, (iii)
acknowledgement of receipt of the Memorandum and confirmation that the application is being made on the
terms thereof and subject to the Articles of Association of the Fund and (iv) the name and address in which
the Shares are to be registered. In the event that application is made by facsimile, the applicant must send
the signed original application to the Administrator immediately thereafter. Payment for Shares must be
made by wire transfer. The Fund has the right to accept or reject (in whole or part) any application for
Shares. Applicants should be aware of the risks associated with sending faxed applications and the
Administrator does not accept responsibility for any loss caused due to the non-receipt of any fax.
Subscriptions may be suspended under certain circumstances. See SHARES OF THE FUND Temporary Suspension of Dealings.
11
REDEMPTIONS
Voluntary Redemptions
Subject to certain restrictions, a Shareholder may upon at least 45 days prior written notice to the
Administrator redeem all or part of its Shares as of the last Business Day of a calendar quarter, or at such
other times and upon such conditions as the Board, in its sole discretion, shall determine (each, a
Redemption Date). A Shareholder that redeems all or any portion of its Shares prior to having held such
Shares for a full twelve months will be subject to a redemption fee equal to 2% of the actual aggregate
redemption proceeds, which redemption fee will be treated as additional income to the Fund. Redemption
fees and related expenses incurred by the Fund with respect to its investments in Investment Vehicles will
be charged to the Shareholder that caused the Fund to incur such redemption fees by being deducted from
such Shareholders redemption proceeds. The Board, in its sole discretion, may refuse to approve a partial
redemption if, after giving effect to such redemption, a Shareholders Shares will be less than the greater of
the redeeming Shareholders initial investment in the Fund or the minimum investment then required of new
Shareholders. Redemptions will be made on a first in/first out basis.
Written notice of a redemption request in good form (a Redemption Request) must be received
by the Fund at least 45 days prior to a Redemption Date. Facsimile is acceptable to initiate notice of
redemption; however, the Redemption Request may not be effective until an original Redemption Request
is received by the Fund. Redemption Requests may only be revoked on or prior to the Redemption Date and
only after written request thereof to and the consent of the Board. The value of redeemed Shares may differ
significantly from the Net Asset Value of such Shares at the time the Redemption Request must be or is
submitted as a result of the market conditions during the notice period.
The Board may expressly waive or modify any or all redemption restrictions, redemption fees and
notice requirements.
Suspension of Redemption Rights
Under circumstances deemed extraordinary in the Boards sole discretion (including, but not
limited to, the inability on the part of the Fund to liquidate investments or the default or delay in payments
due the Fund from Investment Vehicles, Managed Accounts, Brokers, banks, or other persons, or significant
administrative hardship), the Fund may delay payment to Shareholders requesting redemption of the
proportionate part of the Shares represented by the sums which are the subject of such default or delay. The
right to obtain payment on redemption is contingent upon (i) the Fund having liquid assets sufficient to
discharge its liabilities, and (ii) receipt by the Fund of a Redemption Request.
The Board may suspend redemptions by the Shareholders if (i) certain Investment Vehicles require
maintenance of investment minimums and/or have holding periods and/or other redemption provisions
more restrictive than those of the Fund, (ii) the Investment Manager determines that the effect of
redemptions, including redemptions for which Redemption Requests have been received, would materially
impair the Funds ability to operate in pursuit of its objectives, or (iii) the Board determines that the
12
remaining Shareholders would be unfairly and materially disadvantaged. The Boards good faith
determinations pursuant to the preceding sentences shall be final and conclusive as to all the Shareholders.
The Fund may suspend any distributions or redemption rights for any period described above under
DETERMINATION OF NET ASSET VALUE. The Fund will promptly notify Shareholders of any such
suspension, and the termination of any such suspension, by means of a written notice. To the extent that a
Redemption Request is not withdrawn, the redemption shall be effected as of the first Redemption Date
following the recommencement of redemptions.
Compulsory Redemptions
The Board, in its sole discretion and for any or no reason, may require any Shareholder to redeem
all or a portion of its Shares at any time, upon at least 48 hours prior written notice to such Shareholder. The
timing of such compulsory redemption shall be determined by the Board in its sole discretion. The
Redemption Date in such event shall be the date specified in the written notice.
In the event of any compulsory redemption, the redemption price will be the Net Asset Value of the
Shares as of the close of business on the Redemption Date specified in the notice, less any adjustments as
contemplated herein, however, if the redemption results from (i) an unauthorized transfer, the Redemption
Price may be the lower of the Net Asset Value of the Shares on the date of redemption and the Net Asset
Value of the Shares on the date of the transfer, or (ii) the breach of any representation or warranty made by
the Shareholder, the Redemption Price may be based upon the Net Asset Value at which the redeemed
Shares were purchased.
Redemption Payments
Except in extraordinary circumstances, the Fund will endeavor to distribute approximately 90% of
the redemption proceeds within 30 Business Days following the Redemption Date, with the balance of such
amount, subject to any necessary adjustments, payable as soon as practicable following the final
determination of the Funds Net Asset Value. Shares will be redeemed at their Net Asset Value as of the
close of business on the Redemption Date, unless determined otherwise by the Board (the Redemption
Price). The Redemption Price is calculated after deduction of the redeeming Shareholders accrued
Performance Fees and deduction of its pro rata share of all fees and expenses of the Fund, including the
Management Fee, Managers fees and any applicable redemption fees. The Fund will not pay interest on
redemption proceeds.
Miscellaneous
The Administrator will redeem the Shares at the relevant Series Net Asset Value per Share on the
Redemption Date less any applicable charges and expenses referred to herein. Redemption requests may
initially be sent by fax, with the original signed request following shortly thereafter, however, Shareholders
should be aware of the risks associated with sending documentation in this manner and that the
Administrator will not be responsible in the event of non-receipt of any redemption request sent by fax. In
any event, the original redemption request must be sent to the Administrator. Additionally, the redemption
payment will not be remitted until the originally signed redemption request has been received by the
Administrator for signature verification purposes. Redemption payments will be made in U.S. Dollars,
unless made in kind, and will be remitted either by wire transfer to an account designated by the Shareholder
13
at the bank from which the subscription price was paid or by check posted at the Shareholders risk (as
specified by the Shareholder in its written redemption notice). Additionally, the Fund may provide for
liquidation using a liquidation trust or similar structure. If Shares are held in certificate form, the
redemption payment will not be remitted until certificates have been tendered to the Administrator. A
request for redemption received after 5:00 p.m. Cayman time will be treated as a request for redemption as
of the next Redemption Date.
DETERMINATION OF NET ASSET VALUE
Determination of Net Asset Value

The Administrator calculates the Net Asset Value of the Fund of each Series of Shares as of the last
day of each calendar month or on any other day as determined by the Board, in its sole discretion (the
Valuation Date). Each Series' Net Asset Value per Share is the particular Series' Net Asset Value divided
by the number of that Series' Shares then outstanding. The Net Asset Value means the total assets of the
Fund (or Class or Series, as applicable) including all cash of the Fund and cash equivalents (valued at
market plus accrued interest), accrued interest and the market value of all Financial Instruments and other
assets of the Fund (e.g., the Funds interests with the Managers), at fair value, less all liabilities of the Fund
(or Class or Series, as applicable), at fair value, including, but not limited to, accrued Management Fees and
accrued legal, accounting, and auditing fees, and any extraordinary expenses, determined on the accrual
basis of accounting in accordance with U.S. Generally Accepted Accounting Principles, consistently
applied in the United States, with such adjustments as are necessary or advisable, including, without
limitation, the amortization of organizational costs and expenses in the discretion of the Board. The Net
Asset Value of the Class A and Class B Shares and each Series thereof are valued, on a trade date basis, as of
the end of the last day of each calendar month or on any other day in the Boards sole discretion (the
"Valuation Date"). Such determinations are made by the Administrator acting in good faith, in consultation
with the Investment Manager.
Investment Vehicles and Financial Instruments will be valued in accordance with the following
general principles:
(i)
With respect to the Funds ownership of interests in Investment Vehicles, the value of such
interest(s) shall mean the value reported to the Fund in the applicable net asset value
statement sent by such Investment Vehicle (Investment Vehicle NAV) to the Fund or, if
such statements are not available, the most recent estimated net asset value of the
Investment Vehicle (Estimated Investment Vehicle NAV) based on preliminary returns
reported by the Investment Vehicle. Once the Fund has finalized its Net Asset Value,
whether or not based on an Estimated Investment Vehicle NAV, adjustments will be made
only in subsequent periods and, except with respect to circumstances determined to be
material in the discretion of the Administrator, upon consultation with the Investment
Manager, no retroactive restatements will be made. Therefore, in the event that there is a
difference between an Estimated Investment Vehicle NAV and the Investment Vehicle
NAV, any necessary adjustments will affect, and be reflected in, the Funds Net Asset
Value reported in subsequent periods. Additionally, if there is a difference between the
14
Estimated Investment Vehicle NAV and the Investment Vehicle NAV that results in an
adjustment of the Funds Net Asset Value after the Redemption Date, the Fund will not
make any adjustment to the Redemption Price.
(ii)
Financial Instruments listed or traded on any recognized foreign or U.S. organized

securities exchange shall be valued at the closing settlement price at the relevant Valuation
Date on the principal exchange on which such Financial Instrument is traded during the
regular trading session. If no settlement price or trade price of such Financial Instrument
was reported on the applicable date, the market value shall be the most recent quoted
average bid and ask prices on that day. The market value of any Financial Instrument
quoted on any over-the-counter market quotation system, such as the NASDAQ National
Market List, providing last reported trade price data shall be determined in the manner
stated above or to the most recent quoted average bid and ask prices provided by one or
more principal market makers unless, in the opinion of the Administrator, upon
consultation with the Investment Manager, the value so obtained does not fairly indicate
the market value of the Financial Instrument, in which case the in the opinion of the
Administrator, upon consultation with the Investment Manager, will endeavor to determine
the fair market value of such Financial Instrument taking into account, inter alia, the values
obtained from one or more reputable Brokers, and/or any other relevant sources of market
information which may be available. In addition, listed options, or over-the-counter
options for which Representative Brokers quotations are available, shall be valued
between the bid and ask price.
(iii)
Other Financial Instruments and assets and liabilities for which market quotations are not
readily available will be valued as determined in good faith in accordance with the
procedures adopted by the in the opinion of the Administrator, upon consultation with the
Investment Manager, and implemented by the Administrator.
Notwithstanding the provisions set forth herein, the Administrator, upon consultation with the
Investment Manager, may adjust the valuation of any Financial Instrument or permit some other method of
valuation to be used if, taking into account the currency, applicable rate of interest, maturity, marketability
or such other considerations as it deems relevant, it considers that such adjustment is required to reflect
more fairly the value thereof. Cash, deposits and similar investments together with all accrued interest
thereon to the end of the relevant Valuation Date shall be valued at face value.
Some of the Financial Instruments held directly or indirectly by the Fund are routinely traded
over-the-counter with bid-ask spreads which may be significant. Quotations used to value a Financial
Instrument from a particular dealer may differ from prices quoted by other dealers who trade in the same
Financial Instrument, and such differences may be significant.
The accounts of the Fund are maintained in U.S. Dollars. Assets and liabilities denominated in
other currencies are translated at the rates of exchange in effect at the relevant Valuation Date and
translation adjustments are reflected in the results of operations. Portfolio transactions and income and
expenses are translated at the rates of exchange in effect at the time of each transaction. Certain amounts
accrued under various agreements with service providers are deducted from the Net Asset Value of the
Shares which such amounts are attributable.
15
Prospective subscribers should understand that these and other special situations involving
uncertainties as to the valuation of portfolio positions by the Fund or an Investment Vehicle could have an
impact on the Funds Net Asset Value if the judgments regarding the appropriate valuation should prove to
be incorrect. All values assigned by the Fund will be final, binding and conclusive on the Shareholders.
The Fund may temporarily suspend the valuation of its assets and liabilities, and/or may suspend
the issue of Shares, redemption rights or redemption payments, during any period when the Funds assets
are deemed to be illiquid. Such periods may include, but are not limited to, (i) any period when an
Investment Vehicle suspends valuations, redemptions or payment of redemption proceeds, in whole or in
part, (ii) any period when any stock exchange or over-the-counter market on which any portion of the
Financial Instruments held directly or indirectly by the Fund are quoted is closed, other than for ordinary
holidays and weekends, or during periods in which dealings are restricted or suspended, (iii) the existence of
any state of affairs which, in the opinion of the in the opinion of the Board, upon consultation with the
Investment Manager, constitutes an emergency as a result of which disposal of investments by the Fund,
directly or indirectly, would not be reasonably practicable or would be seriously prejudicial to the
Shareholders, (iv) any breakdown in the means of communication normally employed in determining the
price or value of the Financial Instruments held directly or indirectly by the Fund, or of current prices in any
market as aforesaid, or when for any other reason the prices or values of the Financial Instruments owned by
the Fund, directly or indirectly, cannot reasonably be promptly and accurately ascertained, (v) any period
when the transfer of funds involved in the realization or acquisition of any investments cannot, in the
opinion of the in the opinion of the Board, upon consultation with the Investment Manager,, be effected at
normal rates of exchange, (vi) any period which the effect of redemptions of Shares would be to impair
seriously the ability of the Fund to operate or jeopardize its tax status, or (vii) any such other period when
disposal of part or all of the Funds assets, or determination of Net Asset Value would not be reasonable or
practicable or would be prejudicial to the Shareholders.
Prospective investors should be aware that situations involving uncertainties as to the valuation of
portfolio positions could have an adverse effect on the Net Asset Value if judgments regarding appropriate
valuations should prove incorrect.
RISK FACTORS
There is a high degree of risk associated with the purchase of Shares, and any such purchase should
only be made after consultation with independent qualified sources of investment, legal and tax advice. No
one should consider subscribing for more than it can comfortably afford to lose.
The identification of attractive investment opportunities is difficult and involves a significant
degree of uncertainty. Returns generated from the Funds investments may not adequately compensate
Shareholders for the business and financial risks assumed. Although the Investment Managers allocation
methodology seeks to minimize some of the risks and volatility associated with investing in Financial
Instruments, there can be no assurance that the Investment Manager will be successful in doing so and,
accordingly, the Fund will be subject to those market risks common to investing in all types of Financial
16
Instruments, including market volatility. Prospective subscribers should consider the following risks before
subscribing for Shares.
Business and Trading Risks
Dependence on the Investment Manager
Although the Investment Manager may make direct investments, by primarily investing in
Investment Vehicles the Investment Manager will be relying on the Managers to make most of the trading
decisions on behalf of the Fund. Shareholders will not have the opportunity to evaluate fully for themselves
the relevant economic, financial and other information regarding the Investment Vehicles investments.
Shareholders will be dependent on the Investment Managers judgment and ability to allocate the Funds
assets among the Managers. There is no assurance that the Investment Manager will be successful.
Accordingly, no person should purchase the Shares unless it is willing to entrust all aspects of the
investment management activities of the Fund to the Investment Manager.
Investment and Trading Risks; In General
Whether acquired directly by the Investment Manager or by the Managers, all Financial Instrument
investments present a risk of loss of capital. Such investments are subject to investment-specific price
fluctuations as well as to macro-economic, market and industry-specific conditions, including but not
limited to national and international economic conditions, domestic and international financial policies and
performance, conditions affecting particular investments such as the financial viability, sales and product
lines of corporate issuers, national and international politics and governmental events, and changes in
income tax laws. Moreover, the Investment Manager and/or the Managers may have only a limited ability
to vary their investment portfolios in response to changing economic, financial and investment conditions.
The Investment Managers and/or the Managers respective investment programs may utilize a wide variety
of investment techniques, including limited diversification, margin transactions, short sales, and forward
contracts and other derivative transactions, which practices can, in certain circumstances, substantially
increase the adverse impact to which the Fund directly, or through its investment in Investment Vehicles,
may be subject. No guarantee or representation is made that the Investment Vehicles, the Managers or the
Investment Manager will be successful. The market price of Financial Instruments may go up or down,
sometimes unpredictably.
Trading is Speculative and Volatile
Financial Instrument prices are highly volatile. Price movements for Financial Instruments are
influenced by, among other things, changing supply and demand relationships, weather, agricultural, trade,
fiscal, monetary, and exchange control programs and policies of governments, U.S. and foreign political
and economic events and policies, changes in national and international interest rates and rates of inflation,
currency devaluations and revaluations, and sentiments of the marketplace. No assurance can be given that
the Investment Vehicles or the Fund will be profitable or that they will not incur substantial losses.
Derivative Instruments in General
The Investment Manager, directly or through its investment with Managers, may use various
derivative instruments, including options, forward contracts, swaps and other derivatives which may be
17
volatile and speculative. Certain positions may be subject to wide and sudden fluctuations in market value,
with a resulting fluctuation in the amount of profits and losses. Use of derivative instruments presents
various risks, including the following:
Tracking When used for hedging purposes, an imperfect or variable degree of correlation
between price movements of the derivative instrument and the underlying investment
sought to be hedged may prevent a Manager or the Investment Manager from achieving the
intended hedging effect or expose the Investment Vehicle and/or the Fund to the risk of
loss.
Liquidity Derivative instruments, especially when traded in large amounts, may not be
liquid in all circumstances, so that in volatile markets the Investment Manager and/or a
Manager may not be able to close out a position without incurring a loss.
Leverage Trading in derivative instruments can result in large amounts of leverage. Thus,
the leverage offered by trading in derivative instruments may magnify the gains and losses
experienced by the Fund, directly or through its investment in an Investment Vehicle, and
could cause the Funds assets to be subject to wider fluctuations than would be the case if
either the Fund or the Investment Vehicle did not use the leverage feature in derivative
instruments.
Default and Counterparty Risk
Some of the markets in which the Fund and/or the Investment Vehicles may effect transactions are
over-the-counter or interdealer markets. The participants in such markets are typically not subject to
credit evaluation and regulatory oversight as are members of exchange based markets. This exposes the
Fund, directly or through its investment in Investment Vehicles, to the risk that a counterparty will not settle
a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract
(whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund, directly or
through is investment in Investment Vehicles, to suffer a loss. In addition, in the case of a default, the Fund
and/or the Investment Vehicles may become subject to adverse market movements while replacement
transactions are executed. Such counterparty risk is accentuated for contracts with longer maturities
where events may intervene to prevent settlement, or where the Fund or an Investment Vehicle has
concentrated their transactions with a single or small group of counterparties. The Investment Vehicles may
not have an internal credit function which evaluates the creditworthiness of their counterparties.
Furthermore, the ability of the Investment Vehicles to transact business with any one or number of
counterparties, the lack of any meaningful and independent evaluation of such counterparties financial
capabilities and the absence of a regulated market to facilitate settlement may increase the potential for
losses by the Investment Vehicles.
Use of Leverage
A relatively small price movement in a Financial Instrument may result in immediate and
substantial losses to the investor. Thus, like other leveraged investments, any trade may result in losses in
excess of the amount invested. An Investment Vehicle may lose more than its initial margin deposit on a
trade. Also, if an Investment Vehicle is in a leveraged position, any losses would be more pronounced than
if leverage were not used and, under particularly adverse circumstances, could exceed its respective capital.
18
Short Sales
A short sale involves the sale of a Financial Instrument that an Investment Vehicle or the Fund does
not own in the expectation of purchasing the same Financial Instrument (or a Financial Instrument
exchangeable therefor) at a later date at a lower price. To make delivery to the buyer, the Investment
Vehicle and/or the Fund often must borrow the Financial Instrument, and will be obligated to return the
Financial Instrument to the lender, which is accomplished by a later purchase of the Financial Instrument by
the Investment Vehicle. When an Investment Vehicle and/or the Fund makes a short sale of a Financial
Instrument on a U.S. exchange, it must leave the proceeds thereof with a Broker and it must also deposit
with a Broker an amount of cash or U.S. Government or other securities sufficient under current margin
regulations to collateralize its obligation to replace the borrowed securities that have been sold. If short
sales are effected on a foreign exchange, such transactions will be governed by local law. A short sale
involves the risk of a theoretically unlimited increase in the market price of the Financial Instrument. The
extent to which a Manager or the Investment Manager engages in short sales depends upon its investment
strategy and perception of market direction. Furthermore, an Investment Vehicle does not necessarily have
a policy limiting the amount of the capital it may deposit to collateralize its obligations to replace borrowed
Financial Instruments sold short.
Spread Trading
A part of the Investment Vehicles strategies may involve spread positions between two or more
Financial Instrument positions. To the extent the price relationships between such positions remain
constant, no gain or loss on the positions will occur. Such positions, however, do entail a substantial risk
that the price differential could change unfavorably causing a loss to the spread position. The Investment
Vehicles strategies also may involve arbitraging among two or more Financial Instruments. This means,
for example, that an Investment Vehicle may purchase (or sell) Financial Instruments (i.e., on a current
basis) and take offsetting positions in the same or related Financial Instruments. To the extent the price
relationships between such positions remain constant, no gain or loss on the positions will occur. These
offsetting positions entail substantial risk that the price differential could change unfavorably causing a loss
to the position. Moreover, the arbitrage business is extremely competitive, and many of the major
participants in the business are large investment banking firms with substantially greater financial resources,
larger research staffs and more securities traders than will be available to the Managers. Arbitrage activity
by other larger firms may tend to narrow the spread between the price at which a Financial Instrument may
be purchased by an Investment Vehicle and the price it expects to receive upon consummation of a
transaction.
Technical Trading Systems

The Managers may rely on technical trading systems. For any technical trading system to be
profitable, there must be price moves or trends either upward or downward in some Financial
Instrument that the system can track and those trends must be significant enough to dictate entry or exit
decisions. Trendless markets have occurred in the past and are likely to recur. In addition, technical
systems may be profitable for a period of time, after which the system fails to detect correctly any future
price movements. Accordingly, technical traders often modify or replace their systems on a periodic basis.
Any factor (such as increased governmental control of, or participation in, the markets traded) that lessens
19
the prospect of sustained price moves in the future may reduce the likelihood that a Managers technical
systems will be profitable.
Investments in Registered Investment Companies
The Fund anticipates making significant investments with Managers of registered investment
companies (i.e. mutual funds). The Fund will have the right to buy or sell such investments in compliance
with each such Investment Vehicles terms. There is a significant possibility that a registered investment
company may refuse purchases or exchanges of securities held by the Fund in a specific fund family.
Generally, registered investment companies take the position that trading activity increases volatility in the
market price of their portfolios, complicates rate of return computations and creates other paperwork and
administrative problems. In addition, in the event a registered investment company refuses exchanges or
purchases of securities held by the Fund, such Investment Vehicle may impose a deferred sales charge and
other termination charges. Such charges would be an expense of the Fund. Additionally, a registered
investment company may impose a minimum investment period. The imposition of such period may cause
the Fund to be invested in such registered investment company during a time when the company is not
performing well. All of these limitations may have an adverse effect on the ability of the Fund to achieve its
investment objective. Notwithstanding the foregoing, in the event a registered investment company permits
trading of its securities, the Fund may do so in accordance with such registered investment companys
mandates.
Risks of Exchange Traded Funds
ETF securities are traded on an exchange like shares of common stock, and the value of ETF
securities fluctuates in relation to changes in the value of the underlying portfolio of securities. However,
the market price of ETF securities may not be equivalent to the pro rata value of the underlying portfolio of
securities. ETF securities may be used to seek to increase total return and/or to manage the Investment
Vehicles exposure to market fluctuation instead of, or in addition to, buying and selling stock. ETF
securities may also be subject to the risks of an investment in a broad-based portfolio of common stocks or
to the risks of a concentrated, industry-specific investment in common stocks, depending on the ETF. ETF
securities are considered investments in registered investment companies.
Investments in Undervalued Equity and Equity-Related Securities
The Fund, directly or through its investment in Investment Vehicles, may invest in undervalued
equity and equity-related securities. The identification of investment opportunities in undervalued
securities is a difficult task. While investments in undervalued securities offer the opportunities for
above-average capital appreciation, these investments involve a high degree of financial risk and can result
in substantial losses. Returns generated from such investments may not adequately compensate the Fund
for the business and financial risks assumed. The Fund or an Investment Vehicle may take certain
speculative investments in securities which it believes to be undervalued; however, there are no assurances
that the securities purchased will in fact be undervalued. In addition, the Fund or an Investment Vehicle
may be required to hold such securities for a substantial period of time before realizing their anticipated
value. During this period, a portion of the Funds or an Investment Vehicles assets may be committed to
the securities purchased, thus possibly preventing an Investment Vehicle from investing in other
opportunities. In addition, the Fund or an Investment Vehicle may finance such purchases with borrowed
funds and thus will have to pay interest on such funds during such waiting period. If the Fund or an
20
Investment Vehicle takes long positions in stocks that decline and short positions in stocks that increase in
value, then the losses may exceed those of other portfolios that hold long positions only.
High Yield Securities
The Fund, directly or through its investment in Investment Vehicles, may invest in high yield
bonds and preferred securities which are rated in the lower rating categories by the various credit rating
agencies (or in comparable non-rated securities). Financial Instruments in the lower rating categories are
subject to greater risk of loss of principal and interest than higher-rated Financial Instruments and are
generally considered to be predominately speculative with respect to the issuers capacity to pay interest
and repay principal. They also are generally considered to be subject to greater risk than Financial
Instruments with higher ratings in the case of deterioration of general economic conditions. Because
investors generally perceive that there are greater risks associated with the lower-rated Financial
Instruments, the yields and prices of such Financial Instruments may tend to fluctuate more than those of
higher-rated Financial Instruments. The market for lower-rated Financial Instruments is thinner and less
active than that for higher-rated Financial Instruments, which can adversely affect the prices at which these
Financial Instruments can be sold. In addition, adverse publicity and investor perceptions about lower rated
Financial Instruments, whether or not based on fundamental analysis, may be a contributing factor in a
decrease in the value and liquidity of such lower-rated Financial Instruments. Investments in sovereign debt
involve special risks in that in the event of default, the Funds or an Investment Vehicles recourse against
the issuer may be limited.
The Markets and Financial Instruments Traded by the Fund or the Investment Vehicles May be
Illiquid
At various times, the markets for Financial Instruments purchased or sold by the Fund directly or
through its investment in Investment Vehicles may be thin or illiquid, making purchase or sale at desired
prices or in desired quantities difficult or impossible. As part of its emergency powers, an exchange or
regulatory authority can suspend or limit trading in a particular instrument, order immediate liquidation and
settlement of a particular contract, or order that trading in a particular contract be conducted for liquidation
only. The possibility also exists that governments may intervene to stabilize or fix exchange rates,
restricting or substantially eliminating trading in the affected currencies.
Options Trading
An option on a Financial Instrument is a right, purchased for a certain price, to either buy or sell the
underlying Financial Instrument during or at the end of a certain period of time for a fixed price. Although
successful option trading requires many of the same skills as does successful securities trading, the risks
involved are somewhat different. For example, if the Fund or an Investment Vehicle buys an option (either
to sell or buy an underlying Financial Instrument), it will be required to pay a premium representing the
market value of the option. Unless the price of the underlying Financial Instrument changes and it becomes
profitable to exercise or offset the option before it expires, the Fund or the Investment Vehicle may lose the
entire amount of the premium. Conversely, if the Fund or an Investment Vehicle sells an option (either to
sell or buy an underlying Financial Instrument), it will be credited with the premium but will have to deposit
margin with the Fund or such Investment Vehicles futures commission merchants due to its contingent
liability to deliver or accept the underlying Financial Instrument in the event the option is exercised.
Managers who sell options are subject to the entire loss that occurs in the underlying Financial Instrument
21
(less any premium received). The ability to trade in or exercise options may be restricted in the event that
trading in the underlying Financial Instrument becomes restricted.
Newly-Issued Securities
The purchase of newly issued securities involves greater risk than securities trading in general. The
prices of newly issued securities may not increase as expected and, in fact, may decline more rapidly.
Newly issued securities are sometimes referred to as new issues. A new issue is a category of public
offering of a security at a price which initially trades at a premium (that is, higher than the public offering
price) in the secondary market. While most people assume that newly issued securities will continue to
trade at a premium until they are liquidated, there is no guarantee that this will occur. In order for the Fund
to trade new issues, each investor must represent and warrant in the Subscription Documents that it either
is or is not a restricted person within the meaning of the Conduct Rules of the NASD Inc. (NASD),
and the Fund will be relying on such representations and warranties in engaging in its business activities.
Those Shareholders who are restricted persons will not be allocated any of the gains, losses or expenses of
the Fund related to new issues.
Special Situation Investments/Distressed Companies
Certain of the Investment Vehicles investments may involve start-up companies, companies
developing new products or companies seeking to raise additional capital for expansion. In addition, the
Investment Vehicles may invest in companies involved in bankruptcy or other reorganization and
liquidation proceedings. Although such investments may result in significant returns to an Investment
Vehicle, they involve a substantial degree of risk. Any one or all of the issuers of the Financial Instruments
in which an Investment Vehicle may invest may be unsuccessful or not show any return for a considerable
period of time. The level of analytical sophistication, both financial and legal, necessary for successful
investment in companies experiencing significant business and financial difficulties is unusually high.
There is no assurance that the Managers will correctly evaluate the nature and magnitude of the various
factors that could affect the prospects for a successful reorganization or similar action. In any
reorganization or liquidation proceeding relating to a company in which an Investment Vehicle invests, an
Investment Vehicle may lose its entire investment or may be required to accept cash or Financial
Instruments with a value less than an Investment Vehicles original investment.
Illiquid Investments
The Financial Instruments and other assets in which the Investment Manager or the Managers may
invest include assets that are subject to legal or contractual restrictions on their resale (e.g., Financial
Instruments of privately-held entities) or for which there is a relatively inactive trading market. The sale of
such assets often requires more time and results in higher brokerage charges or dealer discounts and other
selling expenses than does the sale of Financial Instruments eligible for trading on national securities
exchanges or for which there is an active over-the-counter market. Therefore, the Fund or an Investment
Vehicles investments in illiquid Financial Instruments may reduce the returns of an Investment Vehicle
because it may be unable to sell the illiquid Financial Instruments at an advantageous time or price.
22
Effectiveness of Risk Reduction Techniques

The Investment Manager and the Managers may employ various risk reduction strategies designed
to minimize the risk of their trading positions. A substantial risk remains, nonetheless, that such strategies
will not always be possible to implement and when possible will not always be effective in limiting losses.
If the Investment Manager or a Manager analyzes market conditions incorrectly, or employs a risk reduction
strategy that does not correlate well with the Investment Manager or a Managers investments, such risk
reduction techniques could result in a loss, regardless of whether the intent was to reduce risk or increase
return. These risk reduction techniques may also increase the volatility of an Investment Vehicle and/or
result in a loss if the counterparty to the transaction does not perform as promised.
The Markets in which the Fund and the Investment Vehicles will Compete are Highly Competitive
The investment industry is extremely competitive. In pursuing its investment and trading methods
and strategies, the Fund and an Investment Vehicle may compete with securities firms, including many of
the larger investment advisory and private investment firms, as well as institutional investors and, in certain
circumstances, market-makers, banks and Brokers. In relative terms, the Fund and the Investment Vehicle
may have little capital and may have difficulty in competing in markets in which its competitors have
substantially greater financial resources, larger research staffs, and more traders than the Fund or an
Investment Vehicle or a Manager has or expects to have in the future. In any given transaction, investment
and trading activity by other firms will tend to narrow the spread between the price at which a Financial
Instrument may be purchased by the Fund or an Investment Vehicle and the price it expects to receive upon
consummation of the transaction.
Non-U.S. Exchanges
The Fund and the Investment Vehicles may trade Financial Instruments on exchanges located
outside the U.S., where protections provided by U.S. securities regulations do not apply. In the case of
trading on foreign exchanges, an investment will be subject to the risk of the inability of or refusal by the
counterparty to perform with respect to contracts.
Currency and Exchange Rate Risks
The Fund and the Investment Vehicles may trade and invest in Financial Instruments denominated
or quoted in currencies other than the U.S. Dollar. Changes in currency exchange rates therefore may affect
the value of the Funds or an Investment Vehicles portfolios and the unrealized appreciation or
depreciation of investments. Further, an Investment Vehicle may incur higher brokerage commissions in
connection with conversions between currencies as Brokers are subject to risks during the conversion
process.
Turnover
An Investment Vehicles capital may be invested on the basis of short-term market considerations.
The portfolio turnover rate of those investments may be significant, potentially involving substantial
brokerage commissions, mark-ups and fees. These commissions and fees will, of course, reduce an
Investment Vehicles profits.
23
Fund Risks
THE FUND AND THE BOARD ARE NEWLY FORMED AND HAVE NO OPERATING
HISTORY.
Shares are Illiquid
Because of the limitations on transfers and redemptions and the fact that Shares are not tradable, an
investment in the Fund is relatively illiquid and involves a high degree of risk. A subscription for Shares
should be considered only by sophisticated investors financially able to maintain their investment and who
can afford to lose all or a substantial part of such investment. SHARES MAY NOT BE TRANSFERRED
OR ASSIGNED WITHOUT THE CONSENT OF THE BOARD.
Business Dependent Upon Key Individuals
The Investment Manager makes all decisions with respect to the Funds allocations and
reallocations among the Managers. The success of the Fund is significantly dependent upon the expertise of
certain principals and employees of the Investment Manager. These include, particularly, (NAME)and
(NAME) .. Should either of Messrs. (NAME) or (NAME) die or become disabled or otherwise terminate
his relationship with the Investment Manager or if the Investment Manager were to terminate its
relationship with the Fund, any such event could have a material adverse effect on the business and the
performance of the Fund. The Fund will inform Shareholders promptly if any such event should occur.
Multiple Managers
The Funds multi-Manager format is intended to protect against major drawdowns and limit
volatility through diversification. However, the short-term upside potential of a multi-Manager structure is
generally less than that of a pool with only one or a few Managers because the larger group of Managers, the
more likely it is that at least one, if not more, will be trading unprofitably at any given time. See the
discussion of The Managers below.
Limitations on Redemptions
Redemptions are permitted only as of the last day of a calendar quarter on at least 45 days prior
written notice. Under certain circumstances deemed extraordinary in the Boards sole discretion (e.g., a
delay in payments from one or more Investment Vehicles, Managed Accounts or other persons, or
significant administrative hardship), the Fund may delay payment of redemption amounts representing the
portion of the Funds assets that are the subject of such delay or, in the Boards sole discretion, may
distribute assets in-kind (pro-rata or non-pro-rata) in partial or full satisfaction of the Redemption Price or
suspend redemption rights or redemption payments. After the Redemption Date, a redeeming Shareholder
is a creditor of the Fund. If the Fund experiences losses after a Redemption Date, it is possible that the Fund
may have insufficient assets to pay all or even a portion of the redemption proceeds due to the redeeming
Shareholder.
24
Compulsory Redemption
The Fund may cause a Shareholder to redeem some or all of its Shares upon at least 48 hours prior
written notice. Under such circumstances, the Fund will have the irrevocable power to act in the name of
such Shareholder to redeem its Shares.
Brokerage Firms and Custodians May Fail
The institutions, including the Brokers with which the Fund does business, directly or indirectly,
may encounter financial difficulties that impair the operational capabilities or the capital position of the
Fund. If a Broker becomes bankrupt and fails to segregate the Funds assets on deposit, the Fund may be
subject to a risk of loss for any deficiency.
Substantial Fees and Expenses Payable Regardless of Profits
The Fund will incur obligations, directly or indirectly, to pay brokerage commissions, option
premiums and other transaction costs of the Brokers. The Fund will incur obligations to pay (i) the
Managers a monthly or quarterly asset-based fee and a quarterly or annual performance-based fee/allocation,
(ii) the Investment Manager a monthly Management Fee, and (iii) the Funds operating, legal, accounting,
auditing, marketing, travel, presentations and other related expenses and fees, including the costs of the
offering of Shares and its pro rata share of the Investment Vehicles and Managed Accounts expenses. The
foregoing expenses are payable regardless of whether any profits are realized by the Fund. A Performance
Fee may be made to the Investment Manager at the end of each fiscal year, and also may be paid in years in
which the Fund does not realize a profit. Furthermore, since a Performance Fee is calculated separately with
respect to each Series of Shares held by a Shareholder, it is possible that one Series of a Shareholders
Shares may be subject to the Performance Fee, while the Shareholders overall investment in the Fund
suffers losses for a given calendar year. Finally, each Manager will receive any performance-based
compensation to which it is entitled irrespective of the performance of the other Managers and the Fund
generally. As a result, a Manager with positive performance may receive compensation from the Fund, and
indirectly from its Shareholders, even if the Fund's overall returns are negative.
Compliance with ERISA Transfer Restrictions

The Investment Manager intends to use commercially reasonable efforts to cause employee benefit
plans subject to ERISA (as defined herein) and/or Section 4975 of the Code (as defined herein) and other
"benefit plan investors", as defined in the Plan Asset Regulation, in the aggregate to hold less than 25% of
the Shares in the Fund and of each class of equity interests in the Fund (if applicable). The Investment
Manager shall use commercially reasonable efforts to restrict transfers of any equity interest in the Fund so
that ownership of each class of equity interests in the Fund by benefit plan investors will remain below the
25% threshold contained in the Plan Asset Regulation. In this event, although there can be no assurance that
such will be the case, the assets of the Fund should not constitute "plan assets" for purposes of ERISA and
Section 4975 of the Code.
If the assets of the Fund were to become "plan assets" subject to ERISA and Section 4975 of the
Code, certain investments made or to be made by the Fund in the normal course of its operations may result
25
in non-exempt prohibited transactions and may have to be rescinded (see "Certain ERISA Considerations").
If at any time the Investment Manager determines that assets of the Fund may be deemed to be "plan assets"
subject to ERISA and Section 4975 of the Code, the Board may take certain actions it determines to be
necessary or appropriate, including requiring one or more investors to redeem or otherwise dispose of all or
part of their Shares in the Fund or terminating and liquidating the Fund.
The Managers
Dependence on Key Personnel
Each of the Managers generally is dependent on the services of a small number of key persons. The
loss of a key persons services could have a substantial adverse impact on the performance of assets
managed by that Manager, and/or make it impossible for the Manager to continue to manage assets for its
Investment Vehicle and, therefore, the Fund.
Disadvantages of Multi-Manager Trading Structure
The Funds use of multiple Managers to conduct its trading has several potential disadvantages:
(i)
Because the Managers trade independently of each other, they may establish offsetting
positions for the Fund. For example, one Manager may sell a particular Financial
Instrument at the same time another Manager buys that same Financial Instrument. The net
effect for the Manager will be the incurring of two brokerage commissions without the
potential for earning a profit (or incurring a loss). There is also the possibility that different
Managers may from time to time enter identical orders and, therefore, compete for the same
trades. This competition could prevent the orders from being executed at a desired price.
(ii)
Under certain unusual circumstances, the Fund might have to direct a Manager to liquidate
positions in order to fund the redemption of Shares or to permit the reallocation of funds to
another Manager. Such liquidations could disrupt a Managers trading system or method.
In addition, an Investment Vehicle may impose certain limitations on the Funds ability to
redeem its investment with such Investment Vehicle. This may in turn adversely affect the
ability of the Fund to pay redemptions, and may require the Fund to temporarily suspend
redemptions.
(iii)
The short-term upside potential of a multi-Manager structure is generally less than that of
an investment pool with only one or a few Managers because it is more likely that at least
one, if not more, of the Managers to the multi-Manager pool will be trading unprofitably at
any given time.
26
Use of Managed Accounts

The Investment Manager may place assets with a Manager by opening a discretionary managed
account rather than investing in Investment Vehicles. Managed accounts expose the Fund to theoretically
unlimited liability, and it is possible, given the leverage at which certain of the Managers will trade, that the
Fund could lose more in a managed account directed by a particular Manager than if the Fund had allocated
its assets to such Manager's fund or private investment company.
Layering of Fees
The Funds direct fees and expenses, coupled with its indirect fees and expenses, including the
compensation of the Managers and the expenses of the Investment Vehicles (which may include redemption
fees and expenses), results in at least two levels of fees and greater expense than would be associated with
direct investment. The Funds expenses thus may constitute a higher percentage of net assets than expenses
associated with other investment entities.
No Control over Investment Vehicles
The Investment Manager will have no control over the investments made by an Investment Vehicle
and the Financial Instruments it trades (including determining the creditworthiness of counterparties with
which, and the exchanges on which, such Investment Vehicle trades) or the leverage utilized or the risks
assumed by such Investment Vehicle. In addition, an Investment Vehicle may impose certain limitations on
the Funds ability to redeem its investment with such Investment Vehicle. This in turn may adversely affect
the ability of the Fund to pay redemptions, and may require the Fund to temporarily suspend redemptions.
It may be difficult, if not impossible, for the Investment Manager to protect the Fund from the risk
of a Managers fraud, misrepresentation or material strategy alteration. In addition, the Investment
Manager will have no control over the courterparties with which an Investment Vehicle effects transactions.
Furthermore, investment decisions of the Investment Vehicles are made by the Managers
independently of each other so that, at any particular time, one Investment Vehicle may be purchasing
shares of an issuer whose shares are being sold at the same time by another Investment Vehicle.
Transactions of this sort could result in the Fund's directly or indirectly incurring certain transaction costs
without accomplishing any net investment result.
Size of Managers Accounts may make Executions Difficult
It may be difficult or impossible for a Manager to take or liquidate a position in a particular
Financial Instrument in accordance with its trading systems, methods or strategies due to the size of the
accounts which are or may be managed by the Manager.
Possible Adverse Effects of Increasing the Assets Managed by the Managers
A Manager may be limited in the amount of assets which it can successfully manage by both the
difficulty of executing substantially larger trades in order to reflect larger equity under management and the
restrictive effects of legal position limits or restraints on disposition and possible market illiquidity. The
rates of return recognized on the investment and/or trading of a limited amount of assets may have little
27
relationship to those a Manager can reasonably expect to achieve trading larger amounts of funds. A
Manager may not have agreed to limit the amount of additional equity which it may manage and, therefore,
there can be no assurance that the Managers strategies will not be adversely affected by the additional
equity represented by additions to the Funds account or otherwise.
Allocation Among Managers
The Investment Manager will, in its sole discretion, from time to time select new Managers and
change the percentage of assets allocated to each Manager. Allocation changes are likely to occur, for
example, (i) because of performance differences among the Managers and (ii) as a result of the Funds
receiving additional subscriptions during periods when certain Managers may no longer be accepting
additional funds. In the latter case, the additional subscriptions would have to be allocated to Managers
accepting additional funds, which would increase the percentage of the Funds assets allocated to such
open Managers and decrease the percentage allocated to closed Managers. There is no assurance that
any of the Managers will accept additional subscriptions from the Fund. Accordingly, the Fund might have
to place some or all of any additional subscriptions with new Managers. The Funds success depends,
therefore, not only on the Managers the Investment Manager may initially select for the Fund and its ability
to allocate the Funds assets successfully among those Managers, but also on the Investment Managers
ability to identify new Managers. The Investment Manager may change the allocation of the Funds assets,
vary the strategy of the Fund and/or add or remove Managers at anytime in its sole discretion. AS SUCH,
THE PERFORMANCE OF THE FUND FOR ANY PERIOD WILL NOT REPRESENT, AND WILL
NOT NECESSARILY BE INDICATIVE OF, FUTURE PERFORMANCE OF THE FUND.
Cross-Class Liability
Although the Articles of Association of the Fund require the Fund to segregate the assets of each
Class in its books, and to allocate the liabilities of the Fund among those Classes, so that the assets of one
Class are not available to satisfy the liabilities of another, this arrangement is binding only as between the
Shareholders of the Fund amongst themselves, and as between the Shareholders and the Fund itself. It is not
binding on outside creditors of the Fund, who deal with the Fund as a corporate whole. Accordingly, where
indebtedness is incurred for the account of one Class, and a creditor obtains judgement against the Fund for
that debt, any assets of the Fund, regardless of Class, would be available to satisfy that judgement. This will
be the case in respect of any outside creditor, unless that outside creditor agrees to limit his recourse to the
Class concerned. As of the date of this Memorandum, the Directors are not aware of any existing or
contingent liability.
Anti-Money Laundering
If the Investment Manager, the Administrator or any governmental agency believes that the Fund
has accepted subscriptions for Shares by, or is otherwise holding assets of, any person or entity that is acting
directly or indirectly, in violation of a Cayman, an U.S., international or other anti-money laundering laws,
rules, regulations, treaties or other restrictions, or on behalf of any suspected terrorist or terrorist
organization, suspected drug trafficker, or senior foreign political figure(s) suspected in engaging in foreign
corruption, the Directors, in consultation with the Investment Manager, or such governmental agency may
freeze the assets of such person or entity invested in the Fund or suspend their redemption rights. The Fund
may also be required to remit or transfer those assets to a governmental agency.
28
CONFLICTS OF INTEREST
Management Fee to the Investment Manager

There is a potential conflict of interest between the responsibility of the Investment Manager to
maximize profits from allocating the Funds assets and the possible desire of the Investment Manager to
avoid taking risks which might reduce the Net Asset Value of the Fund and, consequently, reduce the
Management Fee payable to the Investment Manager. Furthermore, the right of the Investment Manager to
receipt of the Performance Fee may create an incentive for the Investment Manager to cause the Fund to
make investments that are riskier or more speculative than would be the case if the Investment Manager was
allocated only a fixed amount. Since the Investment Managers Performance Fee generally is calculated on
a basis that includes unrealized appreciation of the Funds assets as well as realized appreciation, such
Performance Fee may be greater than if it were based solely on realized gains.
Management of Other Customer Accounts by the Board and Investment Manager
The Investment Manager and its principals and affiliates currently manage the accounts of clients
other than the Fund. The investment methods and strategies that the Investment Manager utilizes in
managing the accounts of the Fund may be utilized by the Investment Manager and its principals and
affiliates in managing investments for other customer accounts. The Investment Manager, and its principals
and affiliates may establish, sponsor, or be affiliates with other investment pools which may engage in the
same or similar business as the Fund using the same or similar investment strategies.
Although the Investment Manager and its principals and affiliates manage investments on behalf of
a number of other customer accounts, investment decisions and allocations are not necessarily made in
parallel among the Funds account and the other customer accounts. Investments made by the Fund do not,
and are not intended to, replicate the investments, or the investment methods and strategies, of other
accounts managed by the Investment Manager or its principals and affiliates. Nevertheless, the Investment
Manager and its principals and affiliates at times and from time to time may elect to apportion major or
minor portions of the investments made by the Fund among other accounts managed by the Investment
Manager or its principals and affiliates; however, that apportionment will not be made in parallel and will
not be based on the capital in each account. Rather, such investments will be allocated among accounts
based on the Investment Managers perception of the appropriate risk and reward ratio for each account, the
intended sector strategy of each account, the liquidity of the account at the time of the investment and on an
on-going basis, and the overall portfolio composition and performance of the account. Moreover, other
accounts managed by the Investment Manager or its principals and affiliates may make investments and
utilize investment strategies that may not be made or utilized by the Fund. Accordingly, the other accounts
managed by the Investment Manager or its principals and affiliates may produce results that are materially
different from those experienced by the Fund.
The records of any investment management activities that the Investment Manager or its principals
and affiliates may engage in on behalf of the accounts of clients other than the Fund will not be available for
inspection by the Shareholders, except to the extent required by law.
29
Other Activities of the Board and Investment Manager/Proprietary Trading

The Investment Manager and its principals and affiliates will devote only so much time and
attention to the business and affairs of the Fund as they, in their sole discretion, may deem reasonably
necessary.
The Investment Manager and its principals and affiliates may engage in, invest in, participate in or
otherwise enter into other business ventures of any kind, nature or description, alone or with others,
including, without limitation, the management of or investment in other investment or trading entities or
vehicles, and neither the Fund, nor any Shareholder shall have any right in or to any such activities or the
income or profits derived therefrom. The Board, Investment Manager, and their principals and affiliates
may invest and trade for their own accounts, including in Financial Instruments which are the same as or
different from those traded or held by the Fund.
The Investment Manager and its principals and affiliates may from time to time have proprietary
investments in Financial Instruments in which the Fund takes a position, may trade and invest
simultaneously with the Fund and may take investment positions that are different from or opposite to the
positions taken by the Fund. As a result, conflicts of interest may arise between the Fund and the
Investment Manager and its principals and affiliates with respect to matters such as the allocation of
investment opportunities, purchases and sales of Financial Instruments in connection with particular trading
situations and allocation of personnel, resources and expenses. The records of trading by the Investment
Manager and its principals and affiliates will not be made available to the Shareholders, except to the extent
required by law.
Proprietary and Customer Trading by the Managers, their Principals and Affiliates
Some or all of the Managers and the general partners/managing members of the Investment
Vehicles, their principals and affiliates, trade, and intend to continue extensively to trade, Financial
Instruments for their own accounts as well as for customer accounts. The records of such trading will not be
available for inspection by the Fund or the Shareholders, except to the extent required by law. The trading
methods and strategies that such persons utilize in managing other accounts are and will be utilized by the
Managers in managing the trading of the Funds account. However, not all accounts will be traded in
parallel, and the Managers and the general partners/managing members of the Investment Vehicles, their
principals and affiliates may take positions that are ahead of or opposite to those taken on behalf of the Fund
or an applicable Investment Vehicle. Accordingly, the Managers, the general partners/managing
members of the Investment Vehicles, their principals and affiliates proprietary and customer accounts may
produce trading results that are different from those experienced by the Fund and the Investment Vehicles.
Affiliates of the Managers may be the General Partners/Managing Members of the Investment
Vehicles
The general partners/managing members of all or some of the Investment Vehicles also act, or their
affiliates act, as Managers for those same Investment Vehicles. Each such general partner/managing
member has a conflict of interest between it fiduciary duty to its Investment Vehicle to select a manager in
that Investment Vehicles best interest and to monitor trading in the Investment Vehicles account and its
interest in furthering its or its affiliates role as Manager.
30
The Investment Vehicles trading will not be subject to review or oversight by an independent
general partner/managing member. As a result of this affiliation between the general partner/managing
member and the Managers of some or all of the Investment Vehicles, the terms upon which the applicable
Managers render trading management services to the Investment Vehicles have not been negotiated at arms
length. In addition, the Investment Vehicle may not necessarily have available an independent general
partner/managing member to monitor trading conducted for their accounts by the Manager. Each general
partner/managing member could also in the future have a conflict between its affiliation with the applicable
Manager and the discharge of its responsibility to the Investment Vehicle regarding oversight of trading
conducted for the Investment Vehicle, when such oversight could, in certain circumstances, indicate that the
engagement of an independent manager would be in the best interest of the Investment Vehicle.
The Managers may Benefit from Soft-Dollar Arrangements
Although a Manager may endeavor to negotiate rates which are competitive by industry standards,
a Manager (other than the Investment Manager) may select Brokers on the basis that they provide brokerage
commission rates, research or other services of direct or indirect financial benefit to the Manager, its
affiliate and/or investment accounts under its management. In such event, the Fund may pay a Broker,
indirectly, a commission for executing a transaction which is in excess of the amount of commission another
Broker would have charged for effecting that transaction if the Manager determines in good faith that such
amount of commission is reasonable in relation to the value of the brokerage, research and other services
provided by such Broker. These benefits may be available for use by a Manager in connection with
transactions in which the Fund or the Investment Vehicles may not necessarily participate.
Principals of Investment Manager Serving as Directors
Every Director has a fiduciary obligation to the Fund and its Shareholders. It should be noted,
however, that a principal of the Investment Manager serves as Director of the Fund. As such, Shareholders
should be aware that any resolution proposed by the Investment Manager is very likely to be approved.
Counsel
The law firms of (Lawyer) and (Lawyer) serve as counsel to the Fund and the Investment Manager
and, together or individually, may serve as counsel to other investment funds sponsored or managed by the
Investment Manager or its affiliates. Consequently, certain conflicts of interest exist and may arise. There is
no assurance however, that had the Fund retained separate counsel that the transaction reflected in these
documents might have been structured in a manner more favorable to the Fund or the Shareholders.
31
ELIGIBLE INVESTORS
Shares of the Fund are being offered to eligible investors only. Accordingly, each prospective
investor is required to certify that the Shares are not being acquired directly or indirectly for the account or
benefit of a Restricted Person except as otherwise permitted herein. The term Restricted Person as used in
this Memorandum means any member of the public in the Cayman Islands or any U.S. Person1 as defined
below and other persons from time to time designated as such by the Fund.
Any prospective investor acting in any fiduciary capacity may be required to certify the number of
beneficial owners for whom Shares are being purchased. Furthermore, it is the responsibility of each
investor to verify that the purchase and payment for the Shares is in compliance with all relevant laws of the
investors jurisdiction or residence.
For the purposes of this Memorandum, U.S. Person means:

(a) any natural person resident in the United States;
(b) any partnership or corporation organized or incorporated under the laws of the United States;
(c) any estate of which any executor or administrator is a U.S. Person;
(d) any trust of which any trustee is a U.S. Person;
(e) any agency or branch of a foreign entity located in the United States;
(f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary
for the benefit or account of a U.S. Person;
(g) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary
organized, incorporated or, (if an individual), resident in the United States; or
(h) any partnership or corporation if (i) organized or incorporated under the laws of any foreign jurisdiction and (ii)
formed by a U.S. Person principally for the purpose of investing in securities not registered under the United States Securities
Act of 1933, as amended (the Securities Act), unless it is organized or incorporated, and owned, by accredited investors (as
defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.
U.S. Person does not include:
(a) any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a
non-U.S. Person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the
United States;
(b) any estate of which any professional fiduciary acting as executor or administrator is a U.S. Person if (i) an executor
or administrator of the estate who is not a U.S. Person has sole or shared investment discretion with respect to the assets of the
estate and (ii) the estate is governed by foreign law;
(c) any trust of which any professional fiduciary acting as trustee is a U.S. Person if a trustee who is not a U.S. Person
has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the
trust is revocable) is a U.S. Person;
(d) an employee benefit plan established and administered in accordance with the law of a country other than the
United States and customary practices and documentation of such country;
(e) any agency or branch of a U.S. Person located outside the United States if (i) the agency or branch operates for valid
business reasons, and (ii) the agency or branch is engaged in the business of insurance or banking and is subject to substantive
insurance or banking regulation, respectively, in the jurisdiction where located; or
(f) the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American
Development Bank, the Asian Development Bank, the African Development Bank, the United Nations and their agencies,
affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.
32
The Fund reserves the right to offer Shares to Restricted Persons, who will need to qualify for other
eligibility standards. In this regard, a limited number of Shares (in the Funds discretion) may be offered
and sold to certain U.S. entities, such as pension and profit sharing and 401(k) plans, IRA (as defined
herein) and tax exempt institutions upon meeting certain eligibility standards such as being an accredited
investor within the meaning of the Securities Act, a qualified client within the meaning of the Investment
Advisers Act of 1940, as amended, and other standards as defined from time to time by the Fund. If the
Fund offers Shares to Restricted Persons, such investors will be provided with certain supplemental
information.
Moreover, each prospective investor will be required to make the representations set forth in the
Subscription Agreement annexed and to indemnify the Fund, the Administrator, and the Investment
Manager and each of its respective directors, officers and employees against any liability, costs and
expenses (including, without limitation, reasonable attorneys fees) resulting from a breach of such
representations. Appropriate legends may be placed on Share certificates, if any, setting forth restrictions
described in this Memorandum.
TAX CONSIDERATIONS
Introduction
This summary of the principal tax consequences applicable to the Fund and its Shareholders is
based upon advice received from the Funds Cayman Islands and U.S. legal and tax advisors. Moreover,
while this summary is considered to be a correct interpretation of existing laws in force on the date of this
Memorandum, no assurance can be given that courts or fiscal authorities responsible for the administration
of such laws will agree with such interpretation or that changes in such laws will not occur.
The Fund
Cayman Islands Taxation. On the basis of present legislation, the Fund is not subject to taxation in
the Cayman Islands. There are currently no Cayman Islands corporation, income, capital gains, profits or
other taxes. The Funds only Cayman Islands regulatory liability is to pay the applicable Cayman Islands
annual registration fee payable to the Cayman Islands government under the Companies Law (as amended)
of the Cayman Islands which is currently approximately U.S.$573 and an annual registration fee payable in
respect of the registration of the Fund under the Mutual Funds Law which is currently approximately
U.S.[AMOUNT].
The Fund has applied for and expects to receive from the Governor-in-Cabinet of the Cayman
Islands an undertaking under section 6 of the Tax Concessions Law (1999 Revision) that for a period of
twenty (20) years from the date of the undertaking: (a) no law that is thereafter enacted in the Cayman
Islands imposing any tax to be levied on profits, income, gains or appreciation will apply to the Fund or its
operations and (b) no such tax in the nature of an estate, duty or inheritance tax will be payable on the Shares,
debentures or other obligations of the Fund or by way of withholding in whole or in part of any relevant
payment as defined in Section 6(3) of the Tax Concessions Law (1999 Revision).
33
United States Federal Income Taxation. The Fund has been advised that it should not be subject to
U.S. federal income taxes on any U.S. source income or gains from its trading (except in respect of any
dividends received in the course of such trading) provided that it does not engage in a trade or business
within the U.S. to which such income or gains are effectively connected. Pursuant to a safe harbor under the
United States Internal Revenue Code of 1986, as amended, a non-U.S. corporation which trades stock or
securities or commodities for its own account should not be treated as engaged in a trade or business within
the U.S. provided that the non-U.S. corporation is not a dealer in stock or securities or commodities. The
Fund intends to conduct its business in a manner so as to meet the requirements of this safe harbor. If the
activities of the Fund are not covered by the foregoing safe harbor, there is a risk that the Fund (but not any
investor) will be required to file a U.S. federal income tax return for such year and pay tax at full U.S.
corporate income tax rates as well as an additional thirty percent (30%) branch profits tax.
The Fund should not be subject to U.S. federal income or withholding tax on U.S. source interest
income (other than in the case of certain contingent interest or interest received from a borrower ten percent
(10%) or more of the equity of which is owned by the Fund, neither of which the Fund anticipates receiving)
provided that the Fund is not engaged in a trade or business within the U.S. to which such interest income is
effectively connected, and provided that the Funds interest-bearing securities qualify as registered
obligations and that the Fund periodically supplies an Internal Revenue Service Form W-8BEN or its
equivalent.
Other Jurisdictions. Capital gains and other revenues received by the Fund may be subject to
withholding or similar taxes imposed on foreign corporations by the country in which such gains or other
revenues originate. In jurisdictions other than the United States, non-U.S. taxes may be withheld at source
on dividend and other income derived by the Fund at rates generally ranging up to thirty percent (30%).
Capital gains derived by the Fund in such jurisdictions may often be exempt from non-U.S. income or
withholding taxes at source, although the treatment of capital gains varies among jurisdictions.
Persons interested in purchasing the Funds Shares should inform themselves as to any tax
consequences particular to their circumstances arising in the jurisdiction in which they are resident or
domiciled for tax purposes in connection with the acquisition, ownership, redemption or disposition of the
Funds Shares.
Changes in Law. All laws, including laws relating to taxation in the Cayman Islands, the United
States and other jurisdictions are subject to change without notice.
Shareholders of the Fund
Shareholders who are not otherwise subject to Cayman Islands or United States taxes by reason of
their residence, domicile or other particular circumstances should not become subject to any such taxes by
reason of the ownership, transfer or redemption of the Shares.
Shareholders who are or may be subject to U.S. Federal income tax on their worldwide income
should be aware of certain tax consequences of investing directly or indirectly in Shares and should be
certain to consult with their own tax advisors in this regard.
U.S. tax-exempt investors should review the materials set forth below under ERISA
CONSIDERATIONS as well as any supplemental materials provided to such investors.
34
Dividend and redemption payments made by the Fund to Shareholders who are not U.S. Persons
should not be subject to U.S. Federal income tax, provided that Shares are not held in connection with a U.S.
trade or business of the Shareholder in the year of receipt. Individual holders of Shares who are neither
present or former U.S. citizens nor U.S. residents (as determined for U.S. estate and gift tax purposes)
should not be subject to U.S. estate and gift taxes with respect to their ownership of such Shares. A
Shareholders change in status to a U.S. Person could result in adverse U.S. tax consequences and will
constitute a violation of the terms of this Memorandum, resulting in a compulsory redemption of Shares.
Unrelated Business Taxable Income
The term Permitted U.S. Person means a U.S. Person that is subject to ERISA, or is otherwise
exempt from payment of U.S. Federal income tax. Generally, a Permitted U.S. Person is exempt from
Federal income tax on certain categories of income, such as dividends, interest, capital gains and similar
income realized from securities investment or trading activity. This general exemption from tax does not
apply to the unrelated business taxable income (UBTI) of a Permitted U.S. Person. Generally, except
as noted above with respect to certain categories of exempt trading activity, UBTI includes income or gain
derived from a trade or business, the conduct of which is substantially unrelated to the exercise or
performance of the Permitted U.S. Persons exempt purpose or function. UBTI also includes (i) income
derived by a Permitted U.S. Person from debt-financed property and (ii) gains derived by a Permitted U.S.
Person from the disposition of debt-financed property.
A Permitted U.S. Person investing in a foreign corporation such as the Fund should not realize
UBTI with respect to an unleveraged investment in Shares. Permitted U.S. Persons are urged to consult
their own tax advisors concerning the U.S. tax consequences of an investment in the Fund.
Any U.S. Person transferring cash or other property to a foreign corporation such as the Fund or
owning ten percent (10%) or more of the value or voting power of the shares of a foreign corporation such as
the Fund will, with certain limited exceptions, likely be required to file an information return with the U.S.
Internal Revenue Service containing certain disclosure concerning the filing shareholder, other
shareholders and the corporation. The Fund has not committed itself to provide the information about the
Fund or its Shareholders needed to complete the return.
* * * *
The foregoing summary does not address tax considerations which may be applicable to certain
Shareholders under the laws of jurisdictions other than the Cayman Islands or the U.S. The Fund has no
present plans to apply for any certifications or registrations, or to take any other actions under the laws of
any jurisdictions which would afford relief to local investors therein from the normal tax regime otherwise
applicable to an investment in the Shares. It is the responsibility of all persons interested in purchasing the
Shares to inform themselves as to any income or other tax consequences arising in the jurisdictions in which
they are resident or domiciled for tax purposes, as well as any foreign exchange or other fiscal or legal
restrictions, which are relevant to their particular circumstances in connection with the acquisition, holding
or disposition of the Shares. The value of the Funds investments may also be affected by repatriation and
exchange control regulations.
35
ERISA CONSIDERATIONS
The United States Employee Retirement Income Security Act of 1974, as amended ("ERISA").
imposes certain requirements on "employee benefit plans" (as defined in Section 3(3) of ERISA) subject to
ERISA, including entities such as collective investment funds and separate accounts whose underlying
assets include the assets of such plans (collectively, "ERISA Plans") and on those persons who are
fiduciaries with respect to ERISA Plans. Investments by ERISA Plans are subject to ERISA's general
fiduciary requirements, including the requirement of investment prudence and diversification and the
requirement that an ERISA Plan's investments be made in accordance with the documents governing the
plan. The prudence of a particular investment must be determined by the responsible fiduciary of an ERISA
Plan by taking into account the ERISA Plan's particular circumstances, including the ERISA Plan's existing
investment portfolio, and all of the facts and circumstances of the investment including, but not limited to,
the matters discussed above under "RISK FACTORS."
Section 406 of ERISA and Section 4975 of the Code (as defined herein) prohibit certain
transactions involving the assets of an ERISA Plan (as well as those plans that are not subject to ERISA but
which are subject to Section 4975 of the Code, such as individual retirement accounts (together with ERISA
Plans, the "Plans")) and certain persons (referred to as "parties in interest" for purposes of ERISA and
"disqualified persons" for purposes of the Code) having certain relationships to such Plans, unless a
statutory or administrative exemption is applicable to the transaction. A party in interest or disqualified
person who engages in a nonexempt prohibited transaction may be subject to excise taxes and other
penalties and liabilities under ERISA and the Code, and the transaction might have to be rescinded.
The U.S. Department of Labor has promulgated a regulation, 29 C.F.R. Section 2510.3-101 (the
"Plan Asset Regulation"), describing what constitutes the assets of a Plan with respect to the Plan's
investment in an entity for purposes of certain provisions of ERISA, including the fiduciary responsibility
and prohibited transaction provisions of Title I of ERISA and the related prohibited transaction provisions
under Section 4975 of the Code. Under the Plan Asset Regulation, if a Plan invests in an "equity interest" of
an entity that is neither a "publicly offered security" nor a security issued by an investment company
registered under the 1940 Act, the Plan's assets include both the equity interest and an undivided interest in
each of the entity's underlying assets, unless it is established that the entity is an "operating company",
which includes for purposes of the Plan Asset Regulation a "venture capital operating company", or that
equity participation in the entity by "Benefit Plan Investors" (as defined below) is not "significant".
Under the Plan Asset Regulation, equity participation in an entity by Benefit Plan Investors (as
defined below) is "significant" on any date if, immediately after the most recent acquisition of any equity
interest in the entity, twenty-five percent (25%) or more of the value of each class of equity interests in the
entity is held by Benefit Plan Investors. The term "Benefit Plan Investor" is defined in the Plan Asset
Regulation as: (a) any employee benefit plan (as defined in Section 3(3) of ERISA), whether or not it is
subject to the provisions of Title I of ERISA; (b) any plan described in Section 4975(e)(1) of the Code; and
(c) any entity whose underlying assets include plan assets by reason of the investment in the entity by such
employee benefit plan and/or plan. For purposes of this determination, the value of equity interests held by
a person (other than a Benefit Plan Investor) that has discretionary authority or control with respect to the
36
assets of the entity or that provides investment advice for a fee (direct or indirect) with respect to such assets
(or any affiliate of any such person) is disregarded.
Holding Shares in the Fund should be considered to be an "equity interest" in the Fund for purposes
of the Plan Asset Regulation, and the Shares will not constitute "publicly offered securities" for purposes of
the Plan Asset Regulation. In addition, the Fund will not be registered under the Investment 1940 Act and it
is not expected to qualify as a venture capital operating company.
The Investment Manager intends to use commercially reasonable efforts to restrict transfers of any
equity interest in the Fund so that ownership of each class of equity interests in the Fund by Benefit Plan
Investors will remain below the twenty-five percent (25%) threshold contained in the Plan Asset Regulation.
Although there can be no assurance that such will be the case, the assets of the Fund should not constitute
"plan assets" for purposes of ERISA and Section 4975 of the Code.
If the assets of the Fund were deemed to constitute the assets of a Plan, the fiduciary making an
investment in the Fund on behalf of an ERISA Plan could be deemed to have improperly delegated its asset
management responsibility, the assets of the Fund could be subject to ERISA's reporting and disclosure
requirements, and transactions involving the assets of the Fund would be subject to the fiduciary
responsibility and prohibited transaction provisions of ERISA and the prohibited transaction rules of
Section 4975 of the Code. Accordingly, certain transactions that the Fund might enter into, or may have
entered into, in the normal course of its operations might result in non-exempt prohibited transactions and
might have to be rescinded. A party in interest or disqualified person that engaged in a non-exempt
prohibited transaction may be subject to nondeductible excise taxes and other penalties and liabilities under
ERISA and the Code. In addition, such "plan asset" treatment would subject the calculation and payment of
the Investment Manager's fees to applicable prohibited transaction and certain conflict of interest provisions
of ERISA and the Code. Consequently, if at any time the Investment Manager determines that assets of the
Fund may be deemed to be "plan assets" subject to ERISA and Section 4975 of the Code, the Investment
Manager may take certain actions it may determine to be necessary or appropriate, including requiring one
or more investors to redeem or otherwise dispose of all or part of their Shares in the Fund or terminating and
liquidating the Fund.
Each Plan fiduciary who is responsible for making the investment decisions whether to invest in the
Fund should determine whether, under the general fiduciary standards of investment prudence and
diversification and under the documents and instruments governing the Plan, an investment in the Shares is
appropriate for the Plan, taking into account the overall investment policy of the Plan and the composition
of the Plan's investment portfolio. Any Plan proposing to invest in Shares should consult with its counsel to
confirm that such investment will not result in a prohibited transaction and will satisfy the other
requirements of ERISA and the Code.
The sale of any Shares to a Benefit Plan Investor is in no respect a representation by the Investment
Manager that such an investment meets all relevant legal requirements with respect to investments by Plans
generally or any particular Plan, or that such an investment is appropriate for Plans generally or any
particular Plan.
Regardless of whether the assets of the Fund are deemed to be "plan assets", the acquisition of
Shares by a Plan could, depending upon the facts and circumstances of such acquisition, be a prohibited
transaction, for example, if the Investment Manager were a party in interest or disqualified person with
37
respect to the Plan. However, such a prohibited transaction may be treated as exempt under ERISA and the
Code if the Shares were acquired pursuant to and in accordance with one or more "class exemptions" issued
by the U.S. Department of Labor, such as Prohibited Transaction Class Exemption ("PTCE") 84-14 (a class
exemption for certain transactions determined by an independent qualified professional asset manager),
PTCE 90-1 (a class exemption for certain transactions involving an insurance company pooled separate
account), PTCE 91-38 (a class exemption for certain transactions involving a bank collective investment
fund), PTCE 95-60 (a class exemption for certain transactions involving an insurance company general
account), and PTCE 96-23 (a class exemption for certain transactions determined by an in-house asset
manager).
Any insurance company proposing to invest assets of its general account in the Shares should also
consider the extent to which such investment would be subject to the requirements of ERISA in light of the
U.S. Supreme Court's decision in John Hancock Mutual Life Insurance Co. v. Harris Trust and Savings
Bank and under any subsequent legislation or other guidance that has or may become available relating to
that decision, including Section 401(c) of ERISA and the regulations thereunder published by the U.S.
Department of Labor in January, 2000.
The Investment Manager will require a fiduciary of an ERISA Plan that proposes to acquire Shares
to represent that it has been informed of and understands the Fund's investment objectives, policies,
strategies and limitations, that the decision to acquire Shares was made in accordance with its fiduciary
responsibilities under ERISA and that the Investment Manager has not provided investment advice with
respect to such decision. The Investment Manager will also require any investor that is, or is acting on
behalf of, a Plan to represent and warrant that its acquisition and holding of the Shares will not result in a
nonexempt prohibited transaction under ERISA and/or Section 4975 of the Code.
Governmental plans and certain church plans, while not subject to the fiduciary responsibility
provisions of ERISA or the provisions of Section 4975 of the Code, may nevertheless be subject to state or
other federal laws that are substantially similar to the foregoing provisions of ERISA and the Code. The
Investment Manager will require similar representations and warranties with respect to the purchase of the
Shares by any such plan. Fiduciaries of such plans should consult with their counsel before purchasing any
Shares.
The discussion of ERISA and Section 4975 of the Code contained in this Memorandum is, of
necessity, general and does not purport to be complete. Moreover, the provisions of ERISA and Section
4975 of the Code are subject to extensive and continuing administrative and judicial interpretation and
review. Therefore, the matters discussed above may be affected by future regulations, rulings and court
decisions, some of which may have retroactive application and effect.
ANY POTENTIAL INVESTOR CONSIDERING AN INVESTMENT IN SHARES THAT IS,
OR IS ACTING ON BEHALF OF, A PLAN (OR A GOVERNMENTAL PLAN SUBJECT TO
LAWS SIMILAR TO ERISA AND/OR SECTION 4975 OF THE CODE) IS STRONGLY URGED
TO CONSULT ITS OWN LEGAL, TAX AND ERISA ADVISERS REGARDING THE
CONSEQUENCES OF SUCH AN INVESTMENT AND THE ABILITY TO MAKE THE
REPRESENTATIONS DESCRIBED ABOVE.
38
ADDITIONAL AND GENERAL INFORMATION
Cayman Islands Mutual Funds Law

The Fund falls within the definition of a "Mutual Fund" in terms of the Mutual Funds Law (as
amended) (the "Law") and accordingly is regulated in terms of that Law. However, the Fund is exempt from
the requirement to register in terms of the Law until such time as the number of Shareholders in the Fund
exceeds fifteen. If the number of Shareholders exceeds fifteen, the Fund will be registered but will not be
required to be licensed or employ a licensed mutual fund administrator since the minimum aggregate
investment purchasable by a prospective investor in the Fund at such time will exceed $50,000 or its
equivalent in any other currency.
Once registered as a mutual fund, the Fund will be subject to the supervision of the Cayman Islands
Monetary Authority (the "Monetary Authority")and will be required to file this Memorandum and any
changes that materially affect any information in this document with the Monetary Authority. The
Monetary Authority may then, at any time, instruct the Fund to have its accounts audited and to submit them
to the Monetary Authority within such time as the Monetary Authority specifies. In addition, the Monetary
Authority may ask the Directors to give the Monetary Authority such information or such explanation in
respect of the Fund as the Monetary Authority may reasonably require to enable it to carry out its duty under
the Law.
Once registered as a mutual fund, the Directors must give the Monetary Authority access to or
provide at any reasonable time all records relating to the Fund and the Monetary Authority may copy or take
an extract of a record it is given access to. Failure to comply with these requests by the Monetary Authority
may result in substantial fines on the part of the Directors and may result in the Monetary Authority
applying to a court to have the Fund wound up.
The Monetary Authority may take certain actions if it is satisfied that a regulated mutual fund:
(a) is or is likely to become unable to meets its obligations as they fall due;
(b) is carrying on or is attempting to carry on business or is winding up its business voluntarily in a
manner that is prejudicial to its investor or creditors;
(c) is not being managed in a fit and proper manner; or
(d) has persons appointed as Director, manager or officer that is not a fit and proper person to hold
the respective position.
The powers of the Monetary Authority include inter alia the power to require the substitution of
Directors, to appoint the person to advise the Fund on the proper conduct of its affairs or to appoint a person
to assume control of the affairs of the Fund. There are other remedies available to the Monetary Authority
including the ability to apply to the court for approval of other actions.
39
Cayman Islands Anti Money Laundering Regulations

As part of the Fund's responsibility for the prevention of money laundering, the Fund and the
Administrator (including its affiliates, subsidiaries or associates) will require a detailed verification of the
applicant's identity and the source of payment. Depending on the circumstances of each application, a
detailed verification might not be required where:
(a) the applicant is a recognized financial institution which is regulated by a recognized regulatory
authority and carries on business in a country listed in Schedule 3 of the Money Laundering
Regulations (2003 Revision) of the Cayman Islands (as amended)(a "Schedule 3 Country"); or
(b) the application is made through a recognized intermediary which is regulated by a recognized
regulatory authority and carries on business in a Schedule 3 Country. In this situation the Fund may
rely on a written assurance from the intermediary that the requisite identification procedures on the
applicant for business have been carried out; or
(c) the subscription payment is remitted from an account (or joint account) held in the applicant's
name at a bank in the Cayman Islands or a bank regulated in a Schedule 3 Country. In this situation
the Fund may require evidence identifying the branch or office of the bank from which the monies
have been transferred, verify that the account is in the name of the applicant and retain a written
record of such details.
The Fund and the Administrator reserve the right to request such information as is necessary to
verify the identity of an applicant. In the event of delay or failure by the applicant to produce any
information required for verification purposes, the Administrator will refuse to accept the application and
the subscription monies relating thereto. If any person who is resident in the Cayman Islands (including the
Administrator) has a suspicion that a payment to the Fund (by way of subscription or otherwise) contains
the proceeds of criminal conduct that person is required to report such suspicion pursuant to The Proceeds
of Criminal Conduct Law (as amended). By subscribing, applicants consent to the disclosure by the Fund
and the Administrator of any information about them to regulators and others upon request in connection
with money laundering and similar matters both in the Cayman Islands and in other jurisdictions.
Other Jurisdictions
The Fund will comply with applicable U.S. anti-money laundering regulations. In addition, many
jurisdictions are in the process of changing or creating anti-money laundering, embargo and trade sanctions,
or similar laws, regulations, requirements (whether or not with force of law) or regulatory policies and many
financial intermediaries are in the process of changing or creating responsive disclosure and compliance
policies (collectively "Requirements") and the Fund could be requested or required to obtain certain
assurances from subscribers subscribing for Shares, disclose information pertaining to them to
governmental, regulatory or other authorities or to financial intermediaries or engage in due diligence or
take other related actions in the future. It is the Fund's policy to comply with Requirements to which it is or
may become subject to and to interpret them broadly in favor of disclosure. Each subscriber will be required
to agree in the Subscription Agreement, and will be deemed to have agreed by reason of owning any Shares,
that it will provide additional information or take such other actions as may be necessary or advisable for the
Fund (in the sole judgment of the Fund and/or Administrator) to comply with any Requirements, related
40
Requirements, related legal process or appropriate requests (whether formal or informal) or otherwise.
Each subscriber by executing the Subscription Agreement consents, and by owning Shares is deemed to
have consented, to disclosure by the Fund and its agents to relevant third parties of information pertaining to
it in respect of Requirements or information requests related thereto. Failure to honor any such request may
result in redemption by the Fund or a forced sale to another investor of such subscriber's Shares and/or the
Code.
Further Issues of Shares
The Fund may, by resolution of the Board, at any time decide to offer further voting or non-voting
shares up to the amount of authorized share capital and, without prejudice to any special rights previously
conferred on the holders of existing shares, to allot, issue, grant options over or otherwise dispose of the
shares or any other Classes of shares (including fractions of shares) with or without preferred, deferred or
other special rights or restrictions, whether with regard to dividend, voting or otherwise and to such persons,
at such times and on such other terms as the Board will think proper, but not in a manner to reduce the
financial rights of Shareholders without their consent.
Principal Object
The objects of the Fund, as provided for in the Memorandum of Association, are not restricted. The
Fund therefore has the full power and authority to carry out any object not prohibited by the Companies
Law or any other law of the Cayman Islands.
Share Premium Account
The initial offer price of U.S. [AMOUNT] per Share represents a par value of U.S.$[AMOUNT]
and a share premium of U.S. $[AMOUNT] (the Share Premium). The Share Premium received by way of
subscriptions for Shares will be credited to the Funds Share Premium account and will be included in the
Net Asset Value. The Share Premium account may be used in any manner allowed under the Companies
Law.
Repurchase of Shares
Under the Companies Law, subject to certain conditions, the Fund is permitted to repurchase or
redeem its Shares (i) out of surplus, (ii) in exchange for newly issued Shares of equal value or, provided that
the Fund is able to pay its obligations as they fall due in the ordinary course of its business, (iii) out of capital.
Repurchased or redeemed Shares will be treated as cancelled but will continue to form part of the authorized
share capital of the Fund and will be available for re-issue by the Fund at any time. Redemptions of Shares
will be made in accordance with the terms of this Memorandum.
Alterations to the Funds Share Capital
The Fund may, by an ordinary resolution of the Shareholders, (i.e., a simple majority of those
Shareholders present and entitled to vote, who do vote in favor of the resolution) increase its authorized
share capital. By a special resolution of the Shareholders (i.e., a resolution passed by a two-thirds (2/3rds)
majority of those persons present and entitled to vote thereon) the Fund may reduce its authorized share
capital subject to confirmation by the courts of the Cayman Islands.
41
Variation of Class Rights

The rights that attach to any Class issued, or to be issued, by the Fund (unless otherwise provided by
the terms of issue of the shares of that Class) may, whether or not the Fund is being wound up, be materially
adversely varied only with the unanimous consent in writing of the holders of the issued shares of any such
Class which may be affected by such variation or by a special resolution passed at a separate Class meeting
of the holders of the shares of such Class. The rights attached to the shares of any Class shall not be deemed
materially adversely varied or abrogated by the creation, allotment or issue of further shares ranking pari
passu with or subsequent to them, the redemption or repurchase of any shares, by the passing of any
Directors resolution to change or vary any investment objective, investment technique and strategy and/or
investment policy in relation to a Class or any modification of the fees payable to any service provider to the
Fund.
Amendment of Articles of Association
Subject as provided herein, the Articles of Association of the Fund may only be altered or amended
by the passing of a special resolution of the Shareholders to that effect.
Directors Interest in Contracts
A Director of the Fund may be or become a director or other officer of, or otherwise interested in,
any company promoted by the Fund or in which the Fund may be interested as shareholder or otherwise, and
no such Director will be accountable to the Fund for any remuneration or other benefits received arising
from the foregoing. Provided he first declares his interest to the Fund, a Director may hold any office or
place of profit under the Fund or under any company in which the Fund will be a shareholder or otherwise
interested, may contract with the Fund, be interested in any contract or arrangement entered into by or on
behalf of the Fund and retain any profit arising from any such office or place of profit or realized by any
such contract or arrangement. Provided notice is given as described above, a Director, notwithstanding his
interest, may be counted in the quorum present at any meeting and he may vote on any appointment or
arrangement in which he is interested other than his own appointment or the arrangement of the terms
thereof.
A general notice that a Director or officer is a member of any specified firm or company, and is to
be regarded as interested in all transactions with that firm or company, will be a sufficient disclosure under
the terms of the Funds Articles of Association as regards such Director or officer and the said transactions.
After such general notice it will not be necessary for such Director or officer to give a special notice relating
to any particular transaction with that firm or company.
42
Directors Powers
Save as provided in the Companies Law, as specifically set out in the Articles of Association or as
may be determined by the Shareholders from time to time by the passing of a special resolution, the business
of the Fund will be managed by the Board, who may pay all expenses incurred in setting up and registering
the Fund and may exercise all the powers of the Fund. In particular, the Board may exercise all the powers
of the Fund to borrow money, and to mortgage or charge the Funds undertaking, property and uncalled
capital, or any part thereof, and to issue debentures, debenture stock, bonds and other securities whether
outright or as security for any debt, liability or obligation of the Fund or of any third party.
Removal of Directors
The Directors hold office subject to and in accordance with the terms of the Articles of Association.
A Director may be removed from office at any time by an ordinary resolution of the Shareholders either
passed at a properly convened and quorate meeting of the Shareholders or adopted in writing and signed by
all of the Shareholders.
Indemnification
The Articles of Association provide certain rights of indemnification in favor of the Directors and
officers of the Fund against all actions, proceedings, costs charges, expenses, losses, damages or liabilities
incurred or sustained in or about the conduct of the Funds business or affairs or in the execution or
discharge of their duties, powers, authorities or discretions.
Reports to the Shareholders
The Fund will furnish annual reports to its Shareholders containing financial statements examined
by the Funds independent auditors. The Fund will also send Shareholders monthly reports. The
Administrator will be responsible for computing the Net Asset Value of the Shares as of each Valuation
Date or at such other dates as may be decided by the Directors of the Fund. In the event the Fund offers
shares in a currency other than U.S. Dollars, any statements and reports sent to the shareholders of such
Class shall reflect the Funds performance in terms of the currency of the Class of shares held by such
shareholders.
Meetings of Shareholders
Meetings of Shareholders will be held at such time and place as may be determined by the Board in
accordance with the Articles of Association and otherwise in accordance with Cayman Islands law.
Available Documents
This Memorandum is not intended to provide a complete description of the Articles of Association
or the Funds agreements with the Investment Manager and the Administrator summarized herein. Copies
of all such documents are available for inspection by Shareholders and prospective investors during normal
business hours at the Administrators office.
43
Inquiries
Inquiries concerning the Fund and the Shares, including information concerning subscription and
redemption procedures and current Net Asset Value, should be directed to the Administrator at the address
set forth in the DIRECTORY appearing elsewhere in this Memorandum.
44
EXHIBIT I
PRIVACY POLICY
(Company NAME), LLC (The Firm) is committed to protecting your privacy and maintaining the
security of your personal information. This Privacy Policy explains the manner in which The Firm collects,
utilizes and maintains nonpublic personal information about its investors (Investors), as required under
Federal Law enacted in 2000. As noted above, this Privacy Policy only applies to products and services
provided by The Firm to individuals (including regarding investments in the Fund) and which are used for
personal, family, or household purposes (not business purposes).
COLLECTION OF INVESTOR INFORMATION
THE FIRM COLLECTS PERSONAL INFORMATION ABOUT ITS INVESTORS FROM THE
FOLLOWING SOURCES:
1.
Subscription forms, investor questionnaires, account forms, and other information

provided by the Investors in writing, in person, by telephone, electronically or by any other
means. This information includes name, address, nationality, employment information,
and financial and investment qualifications;
2.
Transactions within each Fund,

withdrawals/redemptions and fees; or
3.
Other interactions with The Firm (for example, discussions with our staff).
including
account
balances,
investments,
DISCLOSURE OF NONPUBLIC PERSONAL INFORMATION

The Firm may share nonpublic personal information about its Investors or potential Investors with affiliates
as permitted by law. The Firm does not disclose nonpublic personal information about its Investors or
potential Investors to nonaffiliated third parties, except as permitted by law (for example, to service
providers who provide services to the Investor, the Investors account or a Fund).
The Firm may share nonpublic personal information, without an Investors consent, with affiliated and
nonaffiliated parties in the following situations, among others:
1.
To respond to a subpoena or court order, judicial process or regulatory inquiry;
2.
In connection with a proposed or actual sale, merger, or transfer of all or a portion of its
business;
3.
To protect or defend against fraud, unauthorized transactions (such as money laundering),

law suits, claims or other liabilities;
4.
To service providers of The Firm in connection with the administration and operations of
the Fund and other Firm-affiliated products and services, which may include brokers,
attorneys, accountants, auditors, administrators or other professionals;
45
5.
To assist The Firm in offering Firm-affiliated products and services to its Investors; and
6.
To process or complete transactions requested by an Investor.

FORMER CUSTOMERS AND INVESTORS
The same Privacy Policy applies to former Investors.

PROTECTION OF INVESTOR INFORMATION
THE FIRM MAINTAINS PHYSICAL, ELECTRONIC AND PROCEDURAL SAFEGUARDS
THAT COMPLY WITH FEDERAL STANDARDS TO PROTECT CUSTOMER INFORMATION.
THE FIRM RESTRICTS ACCESS TO THE PERSONAL AND ACCOUNT INFORMATION OF
INVESTORS TO THOSE EMPLOYEES WHO NEED TO KNOW THAT INFORMATION IN
THE COURSE OF THEIR JOB RESPONSIBILITIES.
Further Information
The Firms reserve the right to change this privacy policy at any time. The examples contained within this
policy are illustrations and are not intended to be exclusive. This policy complies with recently enacted
federal law regarding privacy. You may have additional rights under other foreign or domestic laws that
may apply to you.
46
(FUND NAME), LTD.

PRIVATE OFFERING OF CLASS A AND CLASS B SHARES
SUPPLEMENTAL DISCLOSURE STATEMENT

TO THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
AND SUBSCRIPTION MATERIALS
FOR U.S. INVESTORS
THIS SUPPLEMENT (THE SUPPLEMENT) IS AN

INTEGRAL PART OF, AND SHOULD BE READ IN
CONJUNCTION WITH, THE CONFIDENTIAL PRIVATE
PLACEMENT MEMORANDUM FOR THE CLASS A AND
CLASS B SHARES OF (FUND NAME), LTD. (THE "FUND").
ALL CAPITALIZED TERMS USED IN THIS SUPPLEMENT
AND NOT DEFINED HEREIN HAVE THE SAME MEANINGS
AS USED IN THE CONFIDENTIAL PRIVATE PLACEMENT
MEMORANDUM.
ANY DISTRIBUTION OR REPRODUCTION OF ALL OR ANY
PART OF THIS SUPPLEMENT, OR THE DISSEMINATION
OF ITS CONTENTS, IS UNAUTHORIZED.
Investment Manager:
Administrator:
(COMPANY NAME), LLC

[]
[DATE]
NOTICE
THE CLASS A AND CLASS B SHARES (THE "SHARES") OF (FUND NAME), LTD. (THE "FUND")
WHICH ARE DESCRIBED IN THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM OF
THE FUND DATED [DATE] (THE "CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM")
AND THIS SUPPLEMENTAL DISCLOSURE STATEMENT FOR U.S. INVESTORS (THE
"SUPPLEMENT") HAVE NOT BEEN NOR WILL THEY BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
SECURITIES LAWS OF ANY OF THE STATES OF THE UNITED STATES. THE OFFERING
CONTEMPLATED BY THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM AND THE
SUPPLEMENT WILL BE MADE IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT FOR OFFERS AND SALES OF
SECURITIES WHICH DO NOT INVOLVE ANY PUBLIC OFFERING AND ANALOGOUS
EXEMPTIONS UNDER STATE SECURITIES LAWS.
THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM AND THE SUPPLEMENT
SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY NOR SHALL THERE BE ANY SALE OF SHARES IN THE FUND IN ANY JURISDICTION IN
WHICH SUCH OFFER, SOLICITATION OR SALE IS NOT AUTHORIZED OR TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER, SOLICITATION OR SALE. NO PERSON
HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS CONCERNING THE FUND
WHICH ARE INCONSISTENT WITH THOSE CONTAINED IN THE CONFIDENTIAL PRIVATE
PLACEMENT MEMORANDUM AND THE SUPPLEMENT. PROSPECTIVE INVESTORS SHOULD
NOT RELY ON ANY INFORMATION NOT CONTAINED IN THE CONFIDENTIAL PRIVATE
PLACEMENT MEMORANDUM OR THE SUPPLEMENT.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE PERSON OR ENTITY OFFERING THE SHARES AND THE TERMS OF
THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES
HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION
OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
FURTHERMORE, AN INVESTMENT IN THE SHARES IS HIGHLY SPECULATIVE AND
INVOLVES CERTAIN RISKS. SEE "RISK FACTORS."
PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THE
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM OR THE SUPPLEMENT AS LEGAL,
TAX OR FINANCIAL ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS OR
HER OWN PROFESSIONAL ADVISERS AS TO THE LEGAL, TAX, FINANCIAL OR OTHER
MATTERS RELEVANT TO THE SUITABILITY OF AN INVESTMENT IN THE FUND BY SUCH
INVESTOR.
THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM AND THE SUPPLEMENT ARE
INTENDED SOLELY FOR THE USE OF THE PERSON TO WHOM IT HAS BEEN DELIVERED
FOR THE PURPOSE OF EVALUATING A POSSIBLE INVESTMENT BY THE PERSON IN THE
SHARES OF THE FUND DESCRIBED HEREIN.
******
(i)
FOR INVESTORS IN ALL UNITED STATES

THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT, THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM AND OTHERWISE IN ACCORDANCE
WITH THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM. INVESTORS
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS
OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. EACH PURCHASER
WILL BE REQUIRED TO REPRESENT THAT IT IS ACQUIRING THE SHARES
PURCHASED BY IT FOR INVESTMENT AND NOT WITH A VIEW TO RESALE OR
DISTRIBUTION. THERE IS NO PUBLIC MARKET FOR THE SHARES AND NONE IS
EXPECTED TO DEVELOP IN THE FUTURE.
FOR FLORIDA INVESTORS
THE SHARES HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT.
IF SALES ARE MADE TO FIVE (5) OR MORE INVESTORS IN FLORIDA, ANY FLORIDA
INVESTOR MAY, AT HIS OPTION, VOID ANY PURCHASE HEREUNDER WITHIN A
PERIOD OF THREE (3) DAYS AFTER HE (A) FIRST TENDERS OR PAYS TO THE
COMPANY, AN AGENT OF THE COMPANY OR AN ESCROW AGENT THE
CONSIDERATION REQUIRED HEREUNDER OR (B) DELIVERS HIS EXECUTED
SUBSCRIPTION AGREEMENT, WHICHEVER OCCURS LATER. TO ACCOMPLISH THIS,
IT IS SUFFICIENT FOR A FLORIDA INVESTOR TO SEND A LETTER OR TELEGRAM TO
THE COMPANY WITHIN SUCH THREE (3) DAY PERIOD, STATING THAT HE IS VOIDING
AND RESCINDING THE PURCHASE. IF AN INVESTOR SENDS A LETTER, IT IS PRUDENT
TO DO SO BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT
THE LETTER IS RECEIVED AND TO EVIDENCE THE TIME OF MAILING.
FOR GEORGIA INVESTORS
THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13)
OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AND MAY NOT
BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER
SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.
(ii)
(FUND NAME), LTD.

CLASS A AND CLASS B SHARES
SUPPLEMENTAL DISCLOSURE STATEMENT

FOR
U.S. INVESTORS
[DATE]
This Supplemental Disclosure Statement (the "Supplement") provides additional information of

particular relevance to prospective United States investors contemplating subscribing for Class A or Class
B Shares (the "Shares") of (FUND NAME), Ltd., a Cayman Islands exempted company with limited
liability (the "Fund"). The Shares of each Class are issued in various series (each a "Series"). Subscribers
who subscribe for Shares of a particular class will receive Shares of the Series then being issued with
respect to such Class. A new Series will be issued on each date that the Fund permits subscriptions for
Shares. The Series will be numbered consecutively per Class. Both the Confidential Private Placement
Memorandum of the Fund dated as of [DATE], as the same may be amended from time to time (the
Confidential Private Placement Memorandum) and the Supplement should be reviewed carefully by any
U.S. investor intending to subscribe for the Shares. Prospective U.S. investors wishing to subscribe for
the Shares should complete and return to the Fund's Administrator, the two executed copies of the
Subscription Agreement and Power of Attorney along with the appropriate signature pages and
acknowledgments.
OFFER AND SALE OF SHARES

The Fund is not registered under the Investment Company Act of 1940, as amended (the "Company
Act"), nor are the Shares registered under the Securities Act of 1933, as amended (the "Securities Act"), or
under any state "Blue Sky" laws. Except with the consent of the Fund in a transaction which does not require
the registration of the Fund or the Shares under applicable U.S. federal or state securities laws, the Shares will
not be offered or sold in the United States of America, its territories or possessions or areas subject to its
jurisdiction (collectively the "United States"), or to or for the benefit of a U.S. Person (as described in the
Confidential Private Placement Memorandum under ELIGIBLE INVESTORS),
SUITABILITY REQUIREMENTS
Investment in the Fund is suitable only for persons or entities that can afford to make risky
investments and that have adequate means of providing for their current needs and contingencies and have no
need for liquidity in such an investment. Moreover, as a result of certain tax aspects, while taxable investors
are permitted to invest in the Fund, an investment in the Fund will generally only be suitable for tax-exempt
investors, see TAXATION.
Shares acquired by a U.S. Person may not be resold unless they are registered under the Securities Act
or unless an exemption from registration is available, and may not be resold or transferred without the consent
of the Fund. In addition, the Shares may be sold only to an investor that qualifies as an "accredited investor"
investor" within the meaning of Regulation D under the Securities Act, and qualified clients within the
meaning of the Investment Advisers Act of 1940, as amended (the Advisers Act) as set forth below.
An accredited investor is:
1.
Any U.S. bank or any U.S. savings and loan association or other similar institution, whether acting
in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); any U.S. insurance company;
any investment company registered under the Company Act or a business development company
as defined in the Company Act; any Small Business Investment Company licensed by the U.S.
Small Business Administration under the Small Business Investment Act of 1958; any plan
established and maintained by a state, its political subdivisions, or any agency or instrumentality
of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets
in excess of $5,000,000; any employee benefit plan within the meaning of the Employee
Retirement Security Act of 1974, as amended ("ERISA") if the investment decision is made by a
plan fiduciary, as defined in ERISA, which is either a bank, savings and loan association,
insurance company, or registered investment adviser, or if the employee benefit plan has total
assets in excess of $5,000,000; or, if a self-directed plan, with investment decisions made solely
by persons that are accredited investors;
2.
Any "private business development company" as defined in the Advisers Act.
3.
Any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended (the "Code"), corporation, Massachusetts or similar business trust, or partnership, not
formed for the specific purpose of acquiring the securities offered, with total assets in excess of
$5,000,000;
4.
Certain affiliates of the Fund;
5.
Any natural person whose individual net worth, or joint net worth with that person's spouse, at the
time of his purchase, exceeds $1,000,000;
6.
Any natural person who had an individual income in excess of $200,000 in each of the two most
recent years or joint income with that person's spouse in excess of $300,000 in each of those years
and has a reasonable expectation of reaching the same income level in the current year;
7.
Any trust with total assets in excess of $5,000,000, not formed for the specific purpose of
acquiring the securities offered, whose purchase is directed by a sophisticated person as described
in Regulation D; or
8.
Any entity which (i) satisfies one or more of the requirements set forth in clauses (l) through (7)
above, or (ii) is an entity all of whose equity owners satisfy one or more of such requirements.
A qualified client is:
1.
Any natural person or company* (other than a company that is required to be registered
under the Company Act but is not registered) that has a net worth (together, in the case of a natural
person, with assets held jointly with a spouse) of more than $1,500,000;
2.
A natural person who is an executive officer, director, trustee, general partner, or person
serving in a similar capacity, of the Investment Manager, or an employee of the Investment Manager
(other than an employee performing solely clerical, secretarial or administrative functions with regard to
the Investment Manager) who, in connection with his or her regular functions or duties, participates in the
investment activities of the Investment Manager, provided that such employee has been performing such
functions and duties for or on behalf of the Investment Manager, or substantially similar functions or
duties for or on behalf of another company for at least twelve (12) months;
3.
Any natural person or company (other than a company that is required to be registered
under the Company Act but is not registered) that is a "qualified purchaser" as defined in section
2(a)(51)(A) of the Company Act at the time of investment. The qualifications for this standard are set
forth in the Subscription Agreement; or
4.
A private investment company, such that the company would be defined as an investment
company under section 3(a) of the Company Act, but for the exception provided from that definition by
section 3(c)(1) of the Company Act, an investment company registered under the Company Act or a
business development company as defined in the Company Act, and each equity owner of such entity
satisfies one of the above conditions.
In addition, prospective shareholders resident in certain states of the United States may be required
to meet more demanding suitability standards imposed by the securities laws of those states.
Each investor will represent in its Subscription Agreement that it satisfies the above standards.
The Fund will also use the Subscription Agreement and other means to gather information about
prospective investors.
The foregoing suitability standards represent the minimum suitability requirements for
prospective investors in the Fund and satisfaction of these standards does not necessarily mean that an
investment in the Fund is a suitable investment for a prospective investor. In all cases, the Fund shall
have the right, in its sole discretion, to refuse a subscription for Shares for any reason, including, but not
limited to, its belief that the prospective investor does not meet the applicable suitability requirements or
that such an investment is otherwise unsuitable for that investor.
RISK FACTORS
AN INVESTMENT IN THE FUND INVOLVES CERTAIN RISKS RELATING TO THE
INVESTMENT STRATEGY TO BE UTILIZED BY THE INVESTMENT IN MANAGING THE
ASSETS OF THE FUND. NO GUARANTEE OR REPRESENTATION IS MADE THAT THE
FUND'S INVESTMENT PROGRAM WILL BE SUCCESSFUL.
This document should be read in conjunction with the risk factors enumerated in the Confidential
Private Placement Memorandum and other matters set forth therein and should be considered carefully.
The following information is not intended to be an exhaustive listing of all potential risks
associated with an investment in the Fund.
Absence of Regulatory Oversight - While the Fund may be considered similar to an investment
company, it is not required and does not intend to register as such under the Company Act, and,
accordingly, the provisions of the Company Act (which, among other matters, require investment
companies to have a majority of disinterested directors and regulate the relationship between the
Investment Manager and the investment company) will not be applicable.
Tax Risks - For information relating to tax risks associated with the offering, see "TAXATION."
PROSPECTIVE INVESTORS SHOULD READ THE ENTIRE CONFIDENTIAL
PRIVATE PLACEMENT MEMORANDUM (WHICH CONTAINS RISK FACTORS) AND
CONSULT WITH THEIR OWN ADVISORS BEFORE DECIDING TO SUBSCRIBE FOR
SHARES.
TAXATION
Persons subject to U.S. Federal income taxation on worldwide income, as well as U.S. tax-exempt
investors ("U.S. Taxpayers"), should be aware of certain tax consequences of investing directly or
indirectly in Shares. The following summary of such consequences is based upon advice received from
U.S. counsel to the Fund [Counsel NAME]. While this summary is considered to be a correct
interpretation of existing laws in force on the date of this Supplement, no assurance can be given that
courts or fiscal authorities responsible for the administration of such laws will agree with such
interpretations or that changes in such laws will not occur. The income tax consequences of an investment
in the Fund are complex, some of the consequences are uncertain and some will vary depending upon the
investor's own circumstances. Tax consequences will differ for investors who are not holding Shares as a
capital asset. Therefore, no assurance can be given as to the tax consequences described herein. For this
reason, each prospective investor is urged to consult his own tax adviser with respect to the particular tax
consequences to the investor of a purchase of Shares.
This section contains information relevant to U.S investors who may be exempt from U.S. taxation
and U.S. taxable investors.
Tax Exempt Investors

Special Tax Considerations For U.S. Tax-Exempt Investors
Any U.S. qualified pension or profit sharing plan, individual retirement account, charitable
organization or other tax-exempt organization, although generally exempt from U.S. Federal income taxation,
may be taxable on its "unrelated business taxable income" ("UBTI") in excess of $1,000 for the taxable year.
The tax on a tax-exempt entity's UBTI generally is imposed at the corporate or trust tax rate depending upon
the nature of the particular exempt organization.
UBTI is generally the excess of gross income from any unrelated trade or business conducted by a
tax-exempt entity over the deductions attributable to such trade or business, with certain modifications. These
modifications provide that gross income generally does not include interest, dividends or gains from the sale
of securities not held as either inventory or primarily for sale to customers in the ordinary course of business,
except to the extent that any such item of income is deemed to constitute "debt-financed income" within the
meaning of Section 514 of the Code, and certain other requirements are met. However, it is not certain under
the Code whether excess distributions from, or gains realized upon a sale of, shares of a passive foreign
investment company (or PFIC) (as further discussed below) will be treated in the same manner as
dividends and gains from the sale of other securities for UBTI purposes. A private letter ruling issued by the
IRS concluded that the ordinary earnings and net capital gains of a PFIC did not constitute UBTI to a taxexempt shareholder of the PFIC that made a QEF Election. However, such a letter ruling may be relied upon
only by the taxpayer to whom it was addressed and, as noted below, a tax-exempt investor in the Fund will not
be able to make a QEF Election in respect of the Fund or any PFICs in which the Fund acquires an interest.
Significantly, under Treasury Department regulations, a tax-exempt entity would not be considered to be a
shareholder in a PFIC, and thus would not be subject to the PFIC tax rules, except to the extent that a
"dividend" from such PFIC would be taxable under subchapter F of the Code, for example, as debt-financed
income. Hence, under those regulations, a tax-exempt entity would be subject to tax under the PFIC regime in
respect of an excess distribution from, or any gain realized on the sale of the shares of, a PFIC only under
limited circumstances, for instance to the extent the entity incurs acquisition indebtedness in connection with
its investment in the PFIC. Tax-exempt investors acquiring Shares of the Fund should consult their own tax
advisors as to the tax consequences of the ownership and disposition of Shares.
Special Considerations for Investors Subject to ERISA
Fiduciaries and other persons investing in Shares on behalf of employee benefit plans, employee
retirement plans, individual retirement arrangements and other plans (together, "Plans") covered by the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") should be aware that the
assets of Plans are required to be held in trust and that persons who are fiduciaries with respect to Plans
are obligated by sections 404(a)(1)(A)-(D) of ERISA to discharge their duties with respect to the plan: (i)
for the exclusive purpose of providing benefits to participants and their beneficiaries; (ii) with the same
standard of care that would be exercised by prudent person acting under similar circumstances; (iii) by
diversifying the investments of the plan so as to minimize the risk of large losses; and (iv) in accordance
with the documents and instruments governing the plan insofar as such documents are consistent with
ERISA.
Fiduciaries and other persons investing in Shares on behalf of Plans covered by ERISA also
should consider whether investment in the Fund might result in a prohibited transaction under Sections
406 of ERISA and/or a violation of the corresponding excise tax provisions of Section 4975 of the
Internal Revenue Code of 1986 (the Code) which prohibit an employee benefit plan from engaging in
certain transactions involving plan assets with persons or entities that are parties in interest under
ERISA or disqualified persons under the Code with respect to the plan. No fiduciary of an employee
benefit plan should invest in the Fund without satisfying itself that the investment will not constitute a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.
Such persons also should be aware that issues of fiduciary responsibility and the potential for
prohibited transactions may arise if the underlying assets of the Fund are determined to constitute plan
assets.
In analyzing the prudence of an investment in the Fund, special attention should be given to the
Department of Labor's (the DOL) regulations on investment duties which require, among other things,
(i) a determination that each investment is reasonably designed, as part of a Plan's portfolio, to further the
purposes of such Plan, (ii) an examination of risk and return factors, and (iii) consideration of the
portfolio's composition with regard to diversification, the liquidity and current return on the total portfolio
relative to anticipated cash flow needs of the plan and the projected return of the total portfolio relative to
the Plan's funding objectives. Under ERISA, a fiduciary is liable for any loss resulting from a breach of
his fiduciary duty and, under certain circumstances, he may be held liable for breaches by co-fiduciaries.
No party or an affiliate providing certain services to the Fund will recommend an investment in the Fund
by a Plan for which it is treated as a fiduciary under ERISA by virtue of a prior relationship with the Plan.
Before investing in Shares, a fiduciary of a Plan should carefully consider whether such an investment is
consistent with its fiduciary responsibilities. Neither the Fund nor the Investment Manager assumes any
responsibilities with respect to such matters.
ERISA does not define the term "plan assets." However, regulations under ERISA generally treat
the assets of certain pooled investment vehicles such as the Fund in which Plans invest as including plan
assets. Under such regulations, when a Plan invests in certain entities, its assets are considered to include
an undivided interest in each of the underlying assets of the entity for purposes of the reporting,
disclosure, prohibited transaction and fiduciary responsibility provisions of ERISA and the Code. The
regulations set forth certain general exceptions to this rule, including an exception for Plan investments in
entities in which there is no significant investment by Benefit Plan Investors. The term Benefit Plan
Investor is defined in the regulation to include any investor that is an employee benefit plan described in
Section 3(3) of ERISA (whether or not it is subject to Title I of ERISA), a plan described in Code Section
4975(e)(1), or an entity whose underlying assets include plan assets by reason of one or more plan
investments in the entity. The Fund would be considered to have no significant investment by Plans if,
immediately after the acquisition of a Share by any investor (whether or not a Plan), plan assets constitute
less than twenty-five percent (25%) of each class of equity interests in the Fund. For purposes of this test,
a recalculation will be made upon a redemption of Shares by an investor. Any Shares held by a person
who would be a "fiduciary" if the Funds assets constitute plan assets, and certain affiliates, must be
excluded from the total outstanding Shares in determining whether all types of employee benefit plans
(whether or not covered by ERISA) own less than twenty-five percent (25%) of the value of the
outstanding Shares.
In order to prevent the assets of the Fund from being treated as plan assets under ERISA, the
Fund may prohibit the acquisition of Shares by any investor, whether or not a Plan, unless, after giving
effect to such acquisition, Benefit Plan Investors own less than twenty-five percent (25%) of each class of
equity interests in the Fund.
If the Funds assets were considered plan assets, then certain persons providing services to the
Fund, including the Investment Manager, along with certain of their respective affiliates, would be
considered "parties-in-interest" under ERISA with respect to investing Plans, thereby causing certain
transactions between the Fund and certain parties to be deemed to constitute prohibited transactions.
Potential investors should be aware that if the Fund is deemed to have plan assets, the Investment
Manager may have to forego certain investments to avoid potential violations of ERISA. Also, under one
interpretation of the plan asset regulations, the assets of the Fund might have to be held in accordance
with regulations governing the indicia of ownership of foreign assets.
Trustees and other fiduciaries of Plans should also consider that their actions are governed by the
fiduciary responsibility provisions of ERISA. Generally, fiduciaries of a Plan covered by ERISA are
required to discharge their duties, among other things, (i) for the exclusive purpose of providing benefits
to participants and their beneficiaries, (ii) with the same standard of care that would be exercised by a
prudent person acting under similar circumstances, and (iii) by diversifying the investments of the Plan,
unless it is clearly prudent not to do so.
Taxable Investors
Passive Foreign Investment Company
The Fund will constitute a PFIC for U.S. Federal income tax purposes. Accordingly, U.S.
shareholders of the Fund are subject to a special U.S. Federal income tax regime, summarized below, with
respect to gain from the sale or disposition of Shares and with respect to certain distributions they receive (or
are deemed to receive) from the Fund.
Under attribution rules, Shares owned, directly or indirectly, by or for a corporation, partnership,
estate or trust may be treated as actually being owned by its shareholders, partners or beneficiaries. Any
shareholder which is organized as a corporation, partnership, estate or trust should determine whether any of
its shareholders, partners or beneficiaries may be subject to such attribution. To the extent provided in yet-tobe-issued regulations, persons holding options to acquire Shares (or options to acquire such an option) may be
treated as owning such Shares themselves.
Any gain realized when a U.S. shareholder disposes of Shares will, as a general rule, be allocated
ratably to each day during which such shareholder held such Shares. (If a U.S. shareholder pledges Shares as
collateral for a loan, he will be treated as having disposed of such Shares for U.S. federal income tax purposes.
Furthermore, the Treasury Department has proposed regulations providing that gain be recognized on certain
dispositions of Shares otherwise qualifying for tax-free treatment.)
As a result of the foregoing, U.S. shareholders should be aware that the gain allocated to any taxable
year of the Fund other than the taxable year of disposition will be taxed at the highest rate of tax in effect for
such taxable year with respect to ordinary income.* In addition, such tax will be increased to reflect an
interest charge, which is computed at a floating annual rate (currently approximately [six percent (6%)] per
annum) compounded daily. Such interest charge is imposed to reflect the fact that the U.S. shareholder will be
deemed to be paying tax on a deferred basis. Gain allocated to the taxable year of disposition will not be
subject to this interest charge, but will be includable in the shareholder's gross income as ordinary income and
subject to tax at the rates applicable to ordinary income in the year of sale. The interest charge, while
technically an increase in tax, will be treated as interest on a deficiency in federal income tax and, thus, would
be deductible for federal income tax purposes to the extent allowed under the general rules relating to interest
deductions. In general, such interest expense will be nondeductible in the case of individuals. It is important
to note that it is entirely possible that an allocation will be made to a taxable year of an amount in excess of the
actual earnings for that year thereby resulting in a tax and an interest charge which is higher than would
otherwise result.
The portion of any gain from the sale of Shares which is allocated to any taxable year other than the
year of the disposition may not be offset (and the tax on such gain may not be reduced) by any expense or loss
of a taxpayer (whether such expense or loss arises in the taxable year to which the gain is allocated or in the
year in which the disposition occurs). That portion of any gain which is allocated to the taxable year of
disposition may be offset by other deductions of a taxpayer arising in the year of the relevant disposition or
excess distribution.
Any loss realized on the sale of Shares will be treated as a loss from the sale of a capital asset
(assuming the Shares are a capital asset in the hands of such shareholder). Such loss realized by a non*
The Fund under normal circumstances does not expect to make distributions to its shareholders. If the Fund were to
make a distribution, any "excess distribution" received by a shareholder of the Fund will be subject to tax in the same
manner as gain realized from the disposition of Shares. An excess distribution is defined as that portion of a
distribution with respect to Shares which exceeds 125% of the average amount received by the shareholder each year
in respect of such Shares during the lesser of the shareholder's holding period of such Shares or the prior three (3)
taxable years. Each Share acquired by a shareholder is treated separately for this purpose. No distribution with
respect to Shares made by the Fund in the first year that a shareholder holds such Shares will be treated as an excess
distribution. The portion of any distribution by the Fund which does not constitute an excess distribution will be
treated as either a dividend taxable as ordinary income if it is paid by the Fund out of current or accumulated
earnings and profits, or otherwise as a return of capital which will reduce a shareholder's tax basis in the Shares and,
to the extent such distribution exceeds the shareholder's tax basis in the Shares, will be taxable as capital gain
(assuming the Shares constitute a capital asset in the hands of the shareholder).
corporate taxpayer will be allowed to offset capital gain and up to $3,000 of ordinary income, while loss
realized by a corporate taxpayer will be allowable as an offset only against capital gain. Capital loss not
utilized in any taxable year by a non-corporate taxpayer may be carried forward to future taxable years
indefinitely. Capital losses not utilized by corporations may be carried back to the three years preceding the
year of the sale and carried forward to the five taxable years subsequent to the year of sale.
Under the rules outlined above, because the interest charge is calculated using an interest rate that
fluctuates from time to time and which may be higher or lower than the rate of return earned by the Fund on
its investment of deferred tax amounts, it is not possible to assess the aggregate U.S. federal income tax which
ultimately may be payable by a shareholder with respect to gain realized upon a disposition of Shares or an
excess distribution by the Fund, or whether such tax (taking into consideration the value of deferring payment
of the tax) will be higher or lower than the tax that would be imposed with respect to gain or income derived
from other investments.
Shares transferred by bequest, devise or inheritance upon a shareholder's death will have a tax basis in
the hands of the transferee equal to the tax basis of such Shares in the hands of the decedent. A transferee of
such Shares may be permitted a deduction from gross income for the taxable year of disposition of the Shares
equal to the estate tax payable by the decedent attributable to the difference between the fair market value of
the Shares at the decedent's death and the tax basis of the Shares in the hands of the transferee.
A shareholder subject to U.S. federal income taxation is required to report certain information to the
Internal Revenue Service (the "IRS") on Form 8621 (whether or not Shares are disposed of or the shareholder
receives an excess distribution from the Fund), which is to be attached to such shareholder's income tax return
for each taxable year in which the shareholder owns Shares.
Shareholder QEF Election
A shareholder of a PFIC who holds shares directly or indirectly is permitted by the IRS to make an
election ("QEF Election") to have a PFIC (and any PFIC in which such a PFIC holds an interest) treated as a
"qualified electing fund." If a QEF Election is made, such shareholder would be required to include currently
in gross income (whether or not cash distributions are made) a pro rata share of the PFIC's current realized
earnings and profits in each taxable year to which the election relates.
The consequences of making a QEF Election are complex and are not summarized here.
Shareholders may not make a QEF Election with respect to a PFIC unless provided with certain information
on an annual basis.
The Fund does not intend to provide to shareholders the necessary information to make a QEF
Election with respect to the Fund and does not anticipate at any time advising investors of the actual gain
recognition on a year-by-year basis so as to permit the shareholders to make other PFIC elections. Because
the Fund does not expect to provide shareholders with such information, it is not expected that U.S.
shareholders in the Fund will be able to make a QEF Election with respect to the Fund. Whether or not it
would be to the financial advantage of a U.S. shareholder in the Fund to make a QEF Election is subject to
numerous factors which may vary among shareholders, and the consequences, and potential advantages or
disadvantages, to any one shareholder of making or not making a QEF Election with respect to the Fund are
not covered here.
Mark-to-Market PFIC Election

Under the Taxpayer Relief Act of 1997, a U.S. shareholder of a PFIC may make a mark-tomarket election with respect to the stock of the PFIC if such stock is "marketable." Under this election,
the shareholder would include in its income each year an amount equal to the excess of the fair market
value of the PFIC stock at the close of the taxable year over the shareholder's adjusted basis in such stock.
The shareholder would also be permitted a deduction for the excess of the adjusted basis of the PFIC
stock over its fair market value; but only to the extent of previous mark-to-market gains.
For purposes of the election, PFIC stock is marketable if it is regularly traded on a national
securities exchange that is registered with the SEC, the national market system established under Section
11A of the Exchange Act or an exchange that the Secretary of the Treasury determines has rules sufficient
to ensure fair market value prices. PFIC stock is also treated as marketable, to the extent provided in
regulations, if the PFIC offers for sale (or has outstanding) stock of which it is the issuer and which is
redeemable at its net asset value in a manner comparable to a U.S. regulated investment company
("RIC"). The IRS has issued regulations which provide that stock in a PFIC that is a foreign corporation
comparable to a RIC will be marketable stock if the PFIC offers for sale or has outstanding stock of which
it is the issuer and that is redeemable at its net asset value. Under the regulations, the PFIC will be a
foreign corporation comparable to a RIC if, for the class of stock held by the electing shareholder, (i)
shares are held by more than 100 unrelated shareholders, (ii) shares are regularly available for purchase
by the general public at their net asset value and the foreign corporation does not require a minimum
initial investment of greater than $10,000, and (iii) quotations for the class of shares are determined and
published no less frequently than on a weekly basis in a widely available permanent medium not
controlled by the issuer of the shares. In addition, under the regulations, the foreign corporation (i) must
make available to the public, at least annually, independently prepared financial statements, including
balance sheets and income and expense statements, (ii) must be supervised or regulated as an investment
company by a foreign government or an agency or instrumentality thereof that has broad inspection and
enforcement authority and effective oversight over investment companies, (iii) may not have senior
securities authorized or outstanding, including any debt other than de minimis amounts, and (iv) must
meet the PFIC income and asset tests with the requisite percentages increased from seventy-five percent
(75%) to ninety percent (90%) and from fifty percent (50%) to ninety percent (90%).
Any gain or loss recognized under the PFIC election is treated as ordinary income or loss. Under
constructive ownership rules, U.S. persons that own PFIC stock through certain foreign entities may make
the election with respect to the PFIC. An election to mark-to-market PFIC stock will be binding for the
taxable year that it is made and for all subsequent taxable years, unless the PFIC stock is no longer
marketable or the IRS consents to the revocation.
U.S. shareholders are urged to consult their own tax advisers regarding the availability of the
mark-to-market PFIC election with respect to the Fund or any PFIC in which the Fund holds an interest.
Foreign Personal Holding Company Tax and
Controlled Foreign Corporation Considerations
The income earned by a non-U.S. corporation which constitutes a "foreign personal holding
company" or a "controlled foreign corporation" may be imputed to its shareholders even if such income is not
distributed. The Fund will not constitute a foreign personal holding company if Shares are sufficiently widely
held so that five (5) or fewer individual U.S. shareholders at any time during the taxable year do not own
(directly, indirectly, or constructively) more than fifty percent (50%) voting power or value of the outstanding
Shares, and will not constitute a controlled foreign corporation if Shares are widely held so that U.S. persons
owning (directly, indirectly, or constructively) at least ten percent (10%) of the Shares (by voting power) do
not in the aggregate own (directly, indirectly, or constructively) more than fifty percent (50%) in voting power
or value of the outstanding Shares. For these purposes, applicable rules provide generally that Shares that may
be acquired by reason of an option will be considered to be constructively owned by a shareholder having the
option to acquire such Shares, and that Shares held by related persons, such as certain family members,
shareholders or corporations (including business trusts), partners or their partnerships, and trusts or their
beneficiaries, may be attributable to a shareholder from another individual or entity. It is not anticipated that
U.S. ownership of Shares of the Fund may be so concentrated as to cause the Fund to be either a "controlled
foreign corporation" or "foreign personal holding corporation."
All U. S. Investors
Tax Returns
Any U.S. shareholder transferring cash or other property to a foreign corporation such as the Fund or
owning ten percent (10%) or more of the value or voting power of the shares of a foreign corporation such as
the Fund will, with certain limited exceptions, likely be required to file an information return with the IRS
containing certain disclosure concerning the filing shareholder, other shareholders and the corporation. The
Fund has not committed itself to provide the information about the Fund or its shareholders needed to
complete the return.
10
(FUND NAME), LTD.

SUBSCRIPTION INSTRUCTIONS FOR U.S. INVESTORS ONLY
Subscription Applications
Applications to subscribe for Class A and Class B Shares (the Class A Shares, and the Class B
Shares, respectively and collectively, the Shares) of the Fund may be made only by written application
using the enclosed Subscription Agreement. All completed Subscription Agreements should be received
by the Administrator at the address shown thereon at least [five (5)] Business Days prior to the
Subscription Date (as defined in the SUBSCRIPTIONS Section of the Funds Confidential Private
Placement Memorandum dated [DATE] (the Confidential Private Placement Memorandum)). The Fund
reserves the right to reject subscriptions in whole or in part, in which event subscription payments will be
refunded at the applicants risk, without interest. The Fund may, in its sole discretion, discontinue the
offering of Shares at any time. Alternatively, application may be made to the Administrator at facsimile
number [] stating (i) the number and class of Shares applied for or the amount to be invested, (ii) how
payment has been made or is being made for the amount due if the application is accepted, (iii)
acknowledgement of receipt of the Confidential Private Placement Memorandum and confirmation that
the application is being made on the terms thereof and subject to the Memorandum of Association and the
Articles of Association of the Fund and (iv) the name and address in which the Shares are to be registered.
In the event that the application is submitted by facsimile, the signed original must be sent to the
Administrator immediately thereafter at (FUND NAME), Ltd., c/o [Administrator], [Address]. Applicants
should be aware of the risk of sending faxed applications and the Administrator does not accept
responsibility for any loss caused due to the non-receipt of such facsimiles.
In order to facilitate prompt and accurate crediting of subscription payments, subscribers should
notify the Administrator, prior to remitting payment, of the details of the subscription payment, indicating
(i) the name of the subscriber, (ii) the amount subscribed, (iii) the subscribers address (including a
facsimile number if available), (iv) the name and address of the financial institution remitting the
subscription payment, (v) the name and number of the account at the financial institution being debited,
and (vi) the approximate date as of which the payment is being wired to the Funds account.
Subscription Payments
Payments in full for the amount of Class A and Class B Shares subscribed (not less than
U.S.$[AMOUNT] for initial subscriptions, unless otherwise agreed in advance by the Fund (but at no time less
than the minimum amount required under Cayman Islands mutual fund regulation, which is currently the
equivalent of U.S.$50,000)) are to be made in U.S. dollars by wire transfer at least [two (2)] Business Days
before the Subscription Date as follows:
S-1
Payment Procedures For All SubscriptionsWire all monies to:

[]
With a copy of instructions (including value date, the address of the investors bank, and the
investors contact at such bank for confirmation) sent to the Administrator:
(FUND NAME), Ltd.
c/o [Administrator]
[Address]
Telephone:
[]
Facsimile:
[]
At the subscribers request, arrangements may be made with participating financial institutions to
help effectuate transactions on an accelerated basis. Potential investors may consult the Administrator for
further procedural information.
Confirmations
Confirmations will be sent to subscribers showing the details of each transaction. The Shares will
be issued in respect of accepted applications at a value equal to U.S.$[AMOUNT] per Share.
Local Rules; Subscription Fees
Persons interested in subscribing for the Shares should inform themselves as to the (1) the legal
requirements within their own countries for the purchase of the Shares, (2) any foreign exchange
restrictions which they might encounter and (3) the income tax or other tax consequences, if any, which
might be relevant to the purchase, holding or sale of the Shares. Subscriptions for Shares are net of any
applicable subscription fees, including any placement agent fee as described in the Funds Confidential
Private Placement Memorandum.
Redemption Payment
Subject to the Boards sole discretion, a Subscribers redemption payments will only be paid to the
bank from which its subscription payments were paid.
S-2
(FUND NAME), LTD.

SUBSCRIPTION AGREEMENT FOR U.S. INVESTORS ONLY
(FUND NAME), Ltd.
c/o [Administrator]
[Address]
Telephone:
[]
Facsimile:
[]
Dear Sirs:
The undersigned subscriber (the Subscriber) acknowledges having received, reviewed and
understood the Confidential Private Placement Memorandum dated [DATE] (the Confidential Private
Placement Memorandum) and the Supplemental Disclosure Statement to the Confidential Private
Placement Memorandum dated [DATE] (the Supplement) for the offering of Class A and Class B
Shares (the Class A Shares and the Class B Shares, respectively, and collectively, the Shares) of
(FUND NAME), Ltd. (the Fund) and hereby subscribes for as many Class A and Class B Shares as may
be purchased for the amount indicated below on the terms of the Confidential Private Placement
Memorandum and subject to the provisions of the Memorandum of Association and Articles of
Association of the Fund (the Memorandum of Association).
The information requested in this Subscription Agreement is needed in order to ensure
compliance with the applicable regulations and to determine whether (1) an investment in the Fund by the
Subscriber is suitable in light of the Subscriber's financial position, (2) the Subscriber meets certain
minimum net worth tests to be deemed an "accredited investor" as defined in Regulation D under the
Securities Act of 1933, as amended (the Securities Act), and has such knowledge and experience in
financial and business matters that is capable of evaluating the merits and risks of the investment in the
Fund, (3) the Subscriber is a qualified client within the meaning of the Investment Advisers Act of
1940, as amended (the Advisers Act) and (4) the Subscriber is eligible to invest in new issues as
hereinafter defined.
The Subscriber also understands and agrees that, although the Fund will use its best efforts to
keep the information provided in the answers to this Subscription Agreement strictly confidential, the
Fund may present this Subscription Agreement and the information provided in answers to it to such
parties as it deems advisable if called upon to establish the availability under any applicable law of an
exemption from registration of the Shares, the compliance with applicable law and any relevant
exemptions thereto by the Fund and ( COMPANY NAME) , LLC (the Investment Manager) and their
affiliates or if the contents thereof are relevant to any issue in any action, suit, or proceeding to which the
Fund, the Investment Manager or any of their affiliates is a party or by which it is or may be bound.
S-3
Subscription Information
Type of Subscriber - Please check one:
Trust
Foundation
Endowment
Employee Benefit Plan (Please
complete Exhibit A attached hereto)
Keogh Plan (Please complete
Exhibit A attached hereto)
Individual Retirement Plan
(Please complete Exhibit B attached
hereto)
Individual
Tenants in Common
Joint Tenants
Partnership
Corporation
Limited Liability Company
__ Other - Specify: __________
Name and Mailing

Address of Subscriber
____________________________
____________________________
____________________________
____________________________
____________________________
____________________________
Tax I.D. Number

Telephone and Facsimile
Number
E-Mail Address
____________________________
____________________________
____________________________
____________________________
Name and Address for

Share Registration
(if different)
____________________________
____________________________
____________________________
____________________________
Class A Shares
Amount of Subscription:
(For Subscribers Who Are Not
New Issue Restricted Persons
or Who Do Not Designate a Class
in Which to Invest)
Class B Shares
(For Subscribers Who Are
or Who Do Not Wish To
Participate In New Issues)
U.S.$ _______________________
U.S.$ _______________________
S-4
Name, Address and Account

Number of Financial Institution
Remitting Payment for
Subscriber's Account
____________________________
____________________________
____________________________
____________________________
Wire Transfer Date:
___________________________
Special Instructions
Number of beneficial owners represented by Subscriber (if Subscriber is acting in any sort of nominee or
fiduciary capacity) ________________________________
Is the Subscriber, or an affiliate of the Subscriber, a pension profit-sharing, annuity, or employee benefit
plan (whether private, governmental, or charitable)?
[ ] Yes [ ] No
(Initial one)
FOR TAX EXEMPT INVESTORS ONLY: please indicate the basis on which the intended Subscriber is
exempt from U.S. federal income taxation and please attach to this Subscription Agreement when submitted to
the Administrator applicable written evidence of the tax-exempt status for purposes of U.S. federal income
taxation of the intended Subscriber:
_______________________________________________________________________________________
_______________________________________________________________________________________
____________________________________________________________________________________
FOR INVESTMENT COMPANIES ONLY: Is the Subscriber an investment company, or a company that
is excluded from the definition of investment company solely by reason of the provisions of either Section
3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940, as amended (the "Company Act")?
Yes___ No___
If the answer to the question above is yes, please indicate which:
If the answer to the question above is yes, please state the number of the Subscriber's beneficial
owners: ____________________________
S-5
Authorized Signatories:
Set forth below are the names of persons authorized by the Subscriber to give and receive instructions
between the Fund (or its Administrator) and the Subscriber, together with their respective signatures.
Such persons are the only persons so authorized until further written notice to the Administrator signed by
one or more of such persons.
(please attach additional pages if needed)
Name
Signatures
Standing Wire Instructions:

Until further written notice to the Administrator signed by one or more of the persons listed above, funds may
be wired to the Subscriber (for instance, upon redemption) using the following instructions:
Bank Name:
Bank Address:
ABA or CHIPS Number:
Account Name:
Account Number:
Reference:
Disclosure Authorization:
By executing this document I authorize the Administrator to provide ( COMPANY NAME) , LLC and the
Funds legal counsel, with information regarding my account, until said authorization is revoked by me in
writing to the Administrator.
S-6
ELIGIBILITY REPRESENTATIONS OF THE SUBSCRIBER

(A)
General:
(Initial one and complete blanks)
The Subscriber hereby warrants and represents that:
________
(Initial)
(1)
If the Subscriber is an employee benefit plan, an endowment, a foundation, a

corporation, partnership, trust or other legal entity, it is:
organized under the laws of:

has its principal place of business in:
_______________________
_______________________
OR
________
(Initial)
(B)
(2)
If the Subscriber is an individual or if beneficial ownership of the Subscriber is held by

an individual (for example, an Individual Retirement Account or Keogh Plan), such
individual is of legal age and is a:
citizen of:
resident of:
approximate net worth of the Subscriber:
_______________________
_______________________
_______________________
Accredited Investor Status:

Initial all appropriate spaces on the following pages indicating the basis upon which the
Subscriber qualifies as an accredited investor under Regulation D.
For Corporations, Foundations, Endowments, Partnerships, Limited Liability Companies, Limited

Partnerships or Limited Liability Partnerships
________
(Initial)
(1)
The Subscriber hereby certifies that it is an accredited investor because it has total
assets in excess of $5,000,000 and was not formed for the specific purpose of
acquiring the securities offered.
________
(Initial)
(2)
The Subscriber hereby certifies that it is an accredited investor because all of its equity
owners are accredited investors. The Fund, in its sole discretion, may request
information regarding the basis on which such equity owners are accredited.
For Employee Benefit Plans (Please complete Exhibit A attached hereto)

________
(Initial)
(3)
The Subscriber hereby certifies that it is an accredited investor because it is an

employee benefit plan within the meaning of the United States Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and the decision to invest in the
Fund was made by a plan fiduciary (as defined in Section 3(21) of ERISA), which is
either a bank, savings and loan association, insurance company or registered
investment adviser. The name of such plan fiduciary is:
_________________________
S-7
________
(Initial)
(4)

employee benefit plan within the meaning of ERISA and has total assets in excess of
$5,000,000.
________
(Initial)
(5)
The Subscriber hereby certifies that it is an accredited investor because it is a plan

established and maintained by a state, its political subdivisions, or any agency or
instrumentality of a state or its political subdivisions for the benefit of its employees,
and has total assets in excess of $5,000,000.
For Individual Retirement Accounts (Please complete Exhibit B attached hereto), Self-Directed
Benefit Plans and Keogh Plans (Please complete Exhibit A attached hereto)
________
(Initial)
(6)
The Subscriber hereby certifies that it is an accredited investor because it is a selfdirected plan (i.e., a tax-qualified defined contribution plan in which a participant may
exercise control over the investment of assets credited to his or her account) in which
all persons directing the investment in the Fund are accredited investors because each
participant has a net worth of at least $1,000,000 or has had an individual income of at
least $200,000 (or a joint income with spouse of at least $300,000) in each of the last
two years. The Fund, in its sole discretion, may request information regarding the
basis on which such participants are accredited.
Total number of participants of the plan directing an investment in the Fund: ________
For Not-for-Profit Entities (Including Endowments, Private Foundations and Charities)
________
(Initial)
(7)

organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended, was not formed for the specific purpose of acquiring the securities offered,
and has total assets in excess of $5,000,000.
For Trusts
________
(Initial)
(8)
The Subscriber hereby certifies that it is an accredited investor because it has total
assets in excess of $5,000,000, was not formed for the specific purpose of acquiring
the securities offered, and its purchase is directed by a sophisticated person. As used in
the foregoing sentence, a "sophisticated person" is one who has such knowledge and
experience in financial and business matters that it is capable of evaluating the merits
and risks of the prospective investment.
________
(Initial)
(9)
The Subscriber hereby certifies that it is an accredited investor because it is (i) a bank
as defined in Section 3(a)(2) of the Securities Act, a savings and loan association, or
other institution as defined in Section 3(a)(5)(A) of the Securities Act, (ii) acting in a
fiduciary capacity and (iii) subscribing for the purchase of the securities being offered
on behalf of a trust account or accounts.
S-8
For Individual Investors Only

________
(10)
The Subscriber hereby certifies that he/she is an accredited investor because he/she has
an individual net worth, or with his/her spouse has a joint net worth, in excess of
$1,000,000. For purposes of this questionnaire, "net worth" means the excess of total
assets at fair market value, including home, home furnishings and automobiles, over
total liabilities.
________
(Initial)
(11)
The Subscriber hereby certifies that he/she is an accredited investor because he/she has
individual income (exclusive of any income attributable to his/her spouse) of more
than $200,000 in each of the past two years, or joint income with his/her spouse in
excess of $300,000 in each of those years, and such investor reasonably expects to
reach the same income level in the current year.
________
(Initial)
(12)
The Subscriber hereby certifies that he/she is an accredited investor because he/she is a
director or executive officer of the Fund.
(Initial)
For Banks, Savings and Loans and Similar Institutions

________
(Initial)
(13)
The Subscriber hereby certifies that it is an accredited investor because it is a bank as

defined in Section 3(a)(2) of the Securities Act acting in its individual capacity.
________
(Initial)
(14)

investment company registered under the Company Act or a business development
company as defined in Section 2(a)(48) of that Act.
________
(Initial)
(15)
The Subscriber hereby certifies that it is an accredited investor because it is a Small

Business Investment Company licensed by the U.S. Small Business Administration
under Section 301(c) or (d) of the Small Business Investment Act of 1958.
For Insurance Companies

________
(Initial)
(C)
(16)

insurance company as defined in Section 2(13) of the Securities Act.
Qualified Client Status:

Please initial all appropriate spaces below indicating the basis upon which the
Subscriber qualifies as a qualified client pursuant to Rule 205-3 of the Advisers Act.
The Subscriber hereby certifies that*:
________
(Initial)
(1)
it has a net worth (together, in the case of a natural person, with assets held jointly with
a spouse) of more than $1,500,000.
________
(2)
it is (i) an executive officer, director, trustee, managing member, or person serving in a
If the Subscriber is a private investment company, item (4) must be selected.

S-9
(Initial)
________
(Initial)
similar capacity, of the Investment Manager or (ii) an employee of the investment

adviser (other than an employee performing solely clerical, secretarial or
administrative functions with regard to the investment adviser) who, in connection
with his or her regular functions or duties, participates in the investment activities of
such investment adviser, provided that such employee has been performing such
functions and duties for or on behalf of the Investment Manager, or substantially
similar functions or duties for or on behalf of another company for at least twelve (12)
months.
(3)
is a qualified purchaser as defined in section 2(a)(51)(A) of the Company Act at the

time of investment. The qualifications for this standard are as follows (please initial all
that apply):
For Individual Subscribers Only

________
(Initial)
(i)
The Subscriber hereby certifies that he/she is a qualified purchaser because he/she
owns not less than $5,000,000 in investments**, including any investments held jointly,
in community property or other similarly shared ownership interest with his/her
spouse, including the amount of his/her investment held in an individual retirement
account or similar account and the investments of which are directed by and held for
his/her benefit***.
For IRA or Self-Directed Pension Plan

________
(Initial)
(ii)
The Subscriber hereby certifies that it is a qualified purchaser because it is an IRA or a

self-directed pension plan and the individual who established the IRA or the individual
who established the IRA or the individual responsible for directing the investment of
assets in the Fund is an individual who owns not less than $5,000,000 in investments.
For Family Corporations, Family Trusts, Family Partnerships, Limited

Liability Companies, Family Foundations or Family Endowments (Please
note you must also answer items ix-xiii)
________
(Initial)
(iii)
The Subscriber hereby certifies that it is a qualified purchaser because it was not
formed for the specific purpose of investing in the Fund, owns not less than
$5,000,000 in investments and is (i) owned directly or indirectly by or for two or more
**
The term investments shall mean any or all (1) securities (as defined in Securities Act), except for securities of issuers
controlled by the Subscriber (Control Securities) unless (A) the issuer of the Control Securities is itself a registered or private
investment company or is excepted from the definition of investment company by Rule 3a-6 or Rule 3a-7 under the Fund Act, (B) the
Control Securities represent securities of an issuer that files reports pursuant to Section 13 or 15(d) of the United States Securities
Exchange Act of 1934, (C) the issuer of the Control Securities has a class of securities listed on a designated offshore securities
market under Regulation S under the Securities Act or (D) the issuer of the Control Securities is a private company with shareholders
equity not less than $50 million determined in accordance with generally accepted accounting principles, as reflected in the
companys most recent financial statements (provided such financial statements were issued within 16 months of the date of the
Subscribers purchase of Shares); (2) futures contracts or options thereon held for investment purposes, (3) physical commodities held
for investment purposes; (4) swaps and other similar financial contracts entered into for investment purposes; (5) real estate held for
investment purposes; and (6) cash and cash equivalents held for investment purposes.
***
In determining whether spouses who are making a joint investment are qualified purchasers, there may be included in the
amount of each spouses investments any investments owned by the other spouse (whether or not such investments are held jointly).
S-10
natural persons who are related as siblings or spouse (including former spouses), or
direct lineal descendants by birth or adoption, spouses or such persons, and the estates
of such persons, or (ii) a foundation, charitable organization or trust established by or
for the benefit of such persons in (i) above.
OR
The Subscriber hereby certifies that it is a qualified purchaser because each beneficial
owner of the Subscribers securities is a qualified purchaser.
For Trusts (Please note you must also answer items ix-xiii)
________
(Initial)
(iv)
The Subscriber hereby certifies that it is a qualified purchaser because it was not
formed for the specific purpose of acquiring Shares, and the trustee or other authorized
person making decisions with respect to the trust, and each settlor or other person who
has contributed assets to the trust, is a person described in Items (i), (ii) or (iv) of this
Section.
OR
If the Subscriber is a revocable trust, the Subscriber hereby certifies that it is a
qualified purchaser because each of its beneficial owners is a qualified purchaser.
For Employee Benefit Plans (Please note you must also answer items ix-xiii)
________
(Initial)
(v)
The Subscriber hereby certifies that it is a qualified purchaser because it is an

employee benefit plan that (i) owns not less than $25,000,000 in investments and (ii)
does not permit its participants to decide whether and how much to invest in particular
investment alternatives.
For Qualified Institutional Buyers (Please note you must also answer items
ix-xiii)
________
(Initial)
(vi)
The Subscriber hereby certifies that it is a qualified purchaser because it is a qualified

institutional buyer as defined in Rule 144A under the Securities Act, acting for its
own account, the account of another qualified institutional buyer, or the account of a
qualified purchaser, provided that (i) a dealer described in paragraph (a)(1)(ii) of Rule
144A shall own and invest on a discretionary basis at least $25,000,000 in securities of
issuers that are not affiliated persons of the dealer; and (ii) a plan referred to in
paragraph (a)(1)(D) or (a)(1)(E) of Rule 144A, or a trust fund referred to in paragraph
(a)(1)(F) of Rule 144A that holds the assets of such a plan, will not be deemed to be
acting for its own account if investment decisions with respect to the plan are made by
the beneficiaries of the plan, except with respect to investment decisions made solely
by the fiduciary, trustee or sponsor of such plan.
S-11
For Knowledgeable Employees

________
(Initial)
(vii)
The Subscriber hereby certifies that he/she is a qualified purchaser because he/she is an
individual who is a knowledgeable employee as defined in Rule 3c-5 under the
Company Act including, but not limited to, a director, executive officer, trustee,
general partner, advisory board member, or an employee of the Fund or the Investment
Manager (other than an employee performing solely clerical, secretarial or
administrative functions) who has participated in investment activities of the Fund or
the Investment Manager or a similar entity for at least twelve (12) months.
For Other Entities (Please note you must also answer items ix-xiii)
________
(Initial)
(viii)
The Subscriber hereby certifies that it is a qualified purchaser because it is an entity

that was not formed for the specific purpose of investing in the Company and is acting
for its own account or for the accounts of other qualified purchasers for which it owns
and invests on a discretionary basis not less than $25,000,000 in investments.
OR
The Subscriber hereby certifies that is a qualified purchaser because each beneficial
owner of the Subscribers securities is a qualified purchaser.
Plus, For All Subscribers Other Than Individuals

________
(Initial)
(ix)
The Subscriber is not an entity that is excepted from the definition of an investment
company under the Company Act pursuant to Section 3(c)(1) or Section 3(c)(7); or
________
(Initial)
(x)
The Subscriber is a 3(c)(1) or 3(c)(7) company and does not have any direct
beneficial owners that have held an interest in the Subscriber from on or before April
30, 1996 (a Pre-April 30 Holder); or
________
(Initial)
(xi)
The Subscriber is a 3(c)(1) or 3(c)(7) company and has obtained consent to its
treatment as a qualified purchaser from all of its Pre-April 30 Holders.
If the Subscriber is described in Item (iii) or (iv), the Subscriber may initial Item (xii)
instead of Item (xi).
________
(Initial)
(xii)
The Subscriber is a 3(c)(1) or 3(c)(7) company and has obtained consent to its
treatment as a qualified purchaser from all of its directors, general partners or trustees.
If the Subscriber has initialed Item (x) or Item (xi), the Subscriber must also
respond to Item (xiii).
________
(Initial)
(xiii)
No direct or indirect beneficial owner of the Subscriber is itself a 3(c)(1) or 3(c)(7)

company which controls, is controlled by, or is under common control with the
Subscriber.
If the Subscriber cannot initial Item (xiii) because it has a control relationship with a
beneficial owner and is itself a 3(c)(1) or 3(c)(7) company, the Subscriber may be
S-12
required to obtain consent from the security holders of such owners

Note: In determining whether the $5 million or $25 million thresholds are met,
investments can be valued at cost or market value as of a recent date provided that in
the case of Commodity Interests, the amount of Investments shall be the value of the
initial margin or option premium deposited in connection with such Commodity
Interests and in each case, if investments have been acquired with indebtedness, the
amount of indebtedness must be deducted in determining whether the threshold has
been met.
________
(Initial)
(D)
(4)
it is a private investment company, such that the company would be defined as an

investment company under section 3(a) of the Company Act, but for the exception
provided from that definition by section 3(c)(1) of the Company Act, an investment
company registered under the Company Act, or a business development company as
defined in the Company Act, and each equity owner of such entity satisfies one of the
above conditions (i.e., is a qualified purchaser).
Benefit Plan Investor Status:
Please initial the following certifications as appropriate:

________
(Initial)
(1) The Subscriber, an affiliate of the Subscriber, or the person or entity for which the
Subscriber is acting is not a benefit plan investor as defined in 29 C.F.R. 2510.3101(f)(2) (the Plan Asset Regulation). For purposes of illustration, benefit plan
investors are pension plans, profit-sharing plans, or other employee benefit plans as
defined in ERISA, regardless of whether the plans are subject to ERISA, and plans
defined in Section 4975 of the Internal Revenue Code of 1986. Benefit plan investors
also include simplified employee pension plans, KEOGH plans, individual retirement
accounts, health insurance plans, life insurance plans, church or other charitable plans,
governmental plans, and foreign plans. Benefit plan investors also include entities
deemed under Department of Labor regulations to hold plan assets due to investments
made in the entity by employee benefit plans and other such plans.
If the Subscriber is an entity, the Subscriber certifies that less than 25% of the value of
each class of equity interests in the Subscriber (excluding any equity interests held by
an individual or entity with discretionary authority or control over the equity interests of
the Subscriber) is held by benefit plan investors.
Or
S-13
________
(Initial)
(2) The Subscriber, an affiliate of the Subscriber, or the person or entity for which the
Subscriber is acting is a benefit plan investor as defined in the Plan Asset Regulation.
If the Subscriber is a benefit plan investor, please indicate whether the Subscriber is a
plan defined in Section 4975 of the Internal Revenue Code of 1986 (e.g., an individual
retirement account, Coverdell account, etc.):
__________
Yes
_______
(Initial)
_________
No
(3) The Subscriber is a life insurance company. Please indicate the relative percentages
of the Subscribers interest in the Share being acquired with the assets of the
Subscribers general account and separate accounts:
_____ % is being acquired with the assets of the general account
_____ % is being acquired with the assets of one or more separate accounts
(4) If the Subscriber indicated in question (3) above that general account assets are
being used to acquire the Subscribers interest in the Shares, please complete the
following:
_____ % of such general account assets used to acquire Shares represent plan
assets within the meaning of the Plan Asset Regulation
The Subscriber understands and agrees that the information supplied above will
be utilized to determine whether benefit plan investors own less than 25% of the
value of the Shares, as determined under the Plan Asset Regulation, both upon
the original issuance of Shares and upon subsequent transfer of Shares.
(E)
Participation In New Issues:
The Fund from time to time may consider investing in new issues as discussed in the Confidential
Private Placement Memorandum. In order for the Fund to determine whether an investor is eligible to, and
to what extent it may, participate in new issues (as defined in NASD Rule 2790, as the same may be
amended, supplemented or replaced from time to time), the Subscriber must complete the following
questionnaire. Ultimately, it is the decision of the Fund whether an Subscriber is eligible to participate in
new issues. Please initial each item if the Subscriber is making the representations in that item.
(1)
The Subscriber wants the Fund to consider the Subscribers

eligibility to participate in new issues via an investment in Class
A Shares.
_________
(Initial)
If the Subscriber does not initial item (1), the Subscriber will
receive Class B Shares, generally not participate in profits or
losses from new issues and need not respond to the
remainder of this questionnaire. If item (1) is initialed, the
Subscriber must respond to each of items (2) through (15)
below in order for the Fund to determine its eligibility for
S-14
Class A Shares.
(2)
If the Subscriber is an individual (or individuals), he/she/they

must respond to both items (a) and (b) below. If the Subscriber
is an entity (i.e., not a natural person or persons), it must provide
information responsive to either item (c) or (d) below.
(a)
State the occupation of the Subscriber(s).

If the
Subscriber is not employed, write not employed. If the
Subscribers employment is related in any way to the
financial services industry, please include a brief
description of the Subscribers duties. Attach additional
pages if necessary.
___________________________________________________
___________________________________________________
___________________________________________________
___________________________________________________
(b)
List all businesses in which the Subscriber is an officer,

director, employee and/or shareholder (not including
publicly traded companies that are listed on a national
securities exchange or traded on the Nasdaq National
Market). Attach additional pages if necessary.
_________
(Initial)
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
S-15
(c)
If the Subscriber is an entity, provide a list of all persons

with a beneficial interest in the Subscriber, including for
each person listed the information requested in questions
(2)(a) and (2)(b) above. Attach additional pages if
necessary.
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
OR
(d)
As an alternative to (c) above, an investment partnership

or corporation may provide the Fund with a written
representation in the form attached to these Subscription
Documents as Exhibit C. Such Subscribers that choose
to provide information set forth in Exhibit C need not
complete the remainder of this questionnaire.
(3)
Neither the Subscriber nor any person who has a direct or

indirect economic interest, such as the right to share in gains or
losses (Beneficial Interest) in the Subscriber (an "Owner") is a
member of the NASD.
(4)
Neither the Subscriber nor any Owner is a broker-dealer, a nonpublicly traded affiliate of a broker-dealer, or an officer, director,
general partner, associated person or employee of an NASD
member or any other broker-dealer (other than a limited business
broker/dealer).
(5)
Neither the Subscriber nor any Owner is an agent of an NASD

member or any other broker/dealer (other than a limited business
broker/dealer) that is engaged in the investment banking or
securities business.
Neither the Subscriber nor any Owner (i) acts as a finder in
respect to public offerings or (ii) acts in a fiduciary capacity to
the managing underwriter of public offerings, including, among
others, attorneys, accountants and financial consultants.
(6)
_________
(Initial)
_________
(Initial)
________
(Initial)
_______
(Initial)
S-16
(7)
Neither the Subscriber nor any Owner has authority to buy or

sell securities for a bank, savings and loan institution, insurance
company, investment company, investment advisor, or collective
investment account (including but not limited to hedge funds,
investment partnerships, investment corporations or any other
collective investment vehicle that is engaged primarily in the
purchase and/or sale of securities but not including any legal
entity beneficially owned solely by immediate family members
(a family investment vehicle) or a group of friends, neighbors,
business associates or others that pool their money to invest in
stock or other securities and are collectively responsible for
making investment decisions (an investment club)).
(8)
Neither the Subscriber nor any Owner is a person who is listed

or required to be listed in Schedule A, B or C of a Form BD
(other than with respect to a limited business broker/dealer),
except persons identified by an ownership code or related to a
person listed on Schedule A identified by an ownership code of
less than 10%.
(9)
Neither the Subscriber nor any Owner directly or indirectly owns

10% or more of a public reporting company listed, or required to
be listed, in Schedule A of a Form BD (other than a reporting
company that is listed on a national securities exchange or is
traded on the Nasdaq National Market, or other than with respect
to a limited business broker/dealer).
(10)

be listed, in Schedule B of a Form BD (other than a reporting
(11)
Neither the Subscriber nor any Owner is an immediate family

member (including parents, mother-in-law, father-in-law,
spouse, brother or sister, brother-in-law or sister-in-law, son-inlaw or daughter-in-law and children) of a person listed in
numbers (6) and (7) above and materially supports or receives
material support from such person.
_______
(Initial)
_________
(Initial)
_________
(Initial)
_________
(Initial)
_________
(Initial)
S-17
(12)
(13)
(14)

member (including parents, mother-in-law, father-in-law, spouse,
brother or sister, brother-in-law or sister-in-law, son-in-law or
daughter-in-law and children) of a person listed in numbers (4),
(5), (8), (9) or (10) above and in either (a) or (b) below:
_________
(Initial)
(a)
materially supports such person listed in numbers (4), (5),

(8), (9) or (10) or receives material support from such
person; or
(b)
such person listed in numbers (4), (5), (8), (9) or (10) is

not an owner or affiliate of an NASD member that has the
ability to control the allocation of the new issues.
(a)
Neither the Subscriber nor any Owner is a broker-dealer,

or owner of a broker-dealer, that is organized as a limited
partnership or similar corporate structure (a Joint Back
Office Dealer).
_______
(Initial)
(b)
If the Subscriber or any Owner is a Joint Back Office

Dealer, the accounts of its beneficial owners do not
include restricted persons as defined under NASD Rule
2790 with a beneficial interest exceeding 10%.
Neither the Subscriber nor any Owner is a non-U.S.
government or a non-U.S. retirement and benefit plan.
_______
(Initial)
(a)
(b)
If Subscriber or any Owner is a non-U.S. government or a

non-U.S. retirement and benefit plan, the accounts of its
beneficial owners do not include restricted persons as
defined in NASD Rule 2790 with a beneficial interest
exceeding 10%.
(15)
Neither the Subscriber nor any Owner is a benefit plan

established under the Employee Income Security Act (ERISA)
that is qualified under Section 401(a) of the Internal Revenue
Code that is sponsored solely by a broker-dealer.
(16)
The Subscriber has initialed each Questions (3) through (15)

above and knows of no other reason why it would be deemed a
New Issue restricted person.
_______
(Initial)
_______
(Initial)
_______
(Initial)
_________
(Initial)
S-18
SUBSCRIBER REPRESENTATIONS AND WARRANTIES
(a)
New Issue Restricted Person Questionnaire. The Subscriber understands and agrees
that the Fund will be relying on the accuracy and completeness of the Subscribers responses to the New
Issue Questionnaire contained herein for the purposes of determining whether the Subscriber (or, if the
Subscriber is subscribing as a nominee, the investor that the Subscriber is subscribing as nominee on
behalf of) falls within the proscription of U.S. National Association of Securities Dealers Rule 2790, as
the same may be amended, supplemented or replaced from time to time (the NASD Rule) and is
therefore precluded from participating in new issues pursuant to the NASD Rule. Any Subscriber who
falls within such proscription may not purchase Class A Shares. The Subscriber further represents that all
answers set forth in the New Issue Restricted Person Questionnaire contained herein are accurate and that
the Subscriber will notify the Fund if at any time such answers cease to be accurate.
The Subscriber
(b) Reliance on Confidential Private Placement Memorandum.
acknowledges that the Fund has delivered to the Subscriber the Confidential Private Placement
Memorandum and the Supplement. The Subscriber has not relied on any representations or other
information purported to be given on behalf of the Fund except as set forth in the Confidential Private
Placement Memorandum or the published, financial accounts of the Fund.
(c) No Resale. The Shares are being purchased for investment and not with a view to resale.
(d) No Need for Liquidity. The undersigned understands that the Shares have not been registered
under the United States Securities Act of 1933, as amended (the Securities Act), or under the securities laws
of certain states, or under the laws of any other jurisdiction, and that the Fund does not contemplate and is
under no obligation to so register the Shares. The undersigned understands and agrees that the Shares must be
held indefinitely unless they are subsequently registered under the Securities Act and, where required, under
the laws of other jurisdictions or unless an exemption from registration is available. Even if such exemption is
available, the undersigned agrees that the assignment and transferability of the Shares will be governed by the
Memorandum of Association and Articles of Association of the Fund (collectively, the Memorandum and
Articles of Association). The Memorandum and Articles of Association require that Shares in the Fund shall
not be transferred without the prior consent of the Fund. The undersigned recognizes that there will be no
established trading market for the Shares and it is extremely unlikely that any public market for the Shares will
develop. The undersigned has no need for liquidity in connection with its purchase of Shares.
(e) Legality and Validity of Consents. All consents required to be obtained and all legal
requirements necessary to be complied with or observed in order for this Agreement or the issuance of the
Shares to be lawful and valid under the laws of any jurisdiction to which the Subscriber is subject have
been obtained, complied with or observed.
(f) Subscriber Information. The Subscriber acknowledges that due to money laundering
requirements operating within its jurisdiction and/or the requirements of the Money Laundering
Regulations (2003 Revision), as amended, of the Cayman Islands and the Guidance Notes issued pursuant
thereto, the Fund, the Investment Manager and/or the Administrator may require certain identification
and/or other information of the Subscriber before the application can be processed. The Subscriber agrees
to hold the Fund, the Administrator, and their affiliates harmless and indemnify them against any loss
arising as a result of a failure to process a subscription, redemption or transfer if such information has not
been provided by the Subscriber.
S-19
(g) Subscriber Knowledge. The Subscriber possesses requisite knowledge and experience in
financial matters such that it is capable of evaluating the merits and risks of an investment in the Fund
(including without limitation, the ability to suffer a complete loss of the investment and need to hold the
Shares for an indefinite period of time).
(h) No Performance Guarantees. No guarantees have been made to the Subscriber about future
performance or financial results of the Fund.
(i) Ability to Bear Risks. The Subscriber is and will be able to bear the economic risks of its
investment in the Shares.
(j) Suitability. The Subscriber has read carefully and understands the Confidential Private
Placement Memorandum and the Supplement and has consulted its own attorney, accountant or investment
adviser with respect to the investment contemplated hereby and its suitability for the Subscriber.
Subscriber hereby adopts and agrees to every provision set forth in the Confidential Private Placement
Memorandum and in the Supplement.
(k) Opportunity to Verify Information. The Subscriber acknowledges that the representatives
of the Fund, Investment Manager and Administrator have made available to the Subscriber, during the
course of this transaction and prior to the purchase of any Shares, the opportunity to ask questions of and
receive answers from them concerning the terms and conditions of the offering described in the
Confidential Private Placement Memorandum and the Supplement, and to obtain any additional
information necessary to verify the information contained in the Confidential Private Placement
Memorandum and the Supplement or otherwise relevant to the suitability of the proposed investment and
to the proposed activities of the Fund.
(l) Investment Objectives. The purchase of the Shares by the Subscriber is consistent with the
general investment objectives of the Subscriber.
(m) No Borrowings. The Subscriber has not borrowed any portion of its contribution to the Fund,
either directly or indirectly, from the Fund, the Investment Manager, the Administrator, or any affiliate of
the foregoing.
(n) Conflicts of Interest; Fund Counsel Does Not Represent Subscribers. The Subscriber
understands and acknowledges the various conflicts of interest that are set forth in the Confidential Private
Placement Memorandum. The Subscriber also understands and acknowledges that [NAME Counsel] and (
COMPANY NAME) represent only the Fund, and not the Subscriber, in connection with the offer and sale
of the Shares. The Subscriber has had opportunity to consult with legal counsel of his own choosing.
(o) Amendments. Neither this Subscription Agreement nor any term hereof may be changed,
waived, discharged or terminated except with the written consent of the Subscriber and Fund's Board of
Directors.
(p) Authorization. The Subscriber acknowledges that it has the legal capacity and authority and is
permitted by applicable law to execute and deliver this Agreement and is authorized to purchase Shares and to
perform its obligations pursuant to the provisions hereof and pursuant to the Memorandum and Articles and of
Association and such Subscriber has not been formed for the specific purpose of acquiring an interest in the
Fund.
S-20
(q) Change in Information. The Subscriber agrees to notify the Board of Directors immediately
if any of the information provided herein by the Subscriber changes or becomes inaccurate.
(r) Legal Entity. Where the Subscriber is a company, trust or partnership, it agrees to produce a
certified copy or copies of the certificate of incorporation (and any change of name), by-laws (or other
document evidencing the existence of the legal entity), the register of directors or an excerpt from the trade
register held at the relevant chamber of commerce and the signatory card verifying the authority of officers
to sign on behalf of the corporate entity and any other relevant documentation as requested by the Fund.
(s) Subscriptions. The Subscriber acknowledges that the Fund reserves the right to reject in its
absolute discretion this and any other subscription for Shares in whole or in part, in any order, at any time
prior to a Subscription Date, notwithstanding prior receipt by the Subscriber of notice of acceptance of the
subscription. If the Shares are oversubscribed, the Fund will determine in its sole discretion which
subscriptions shall be accepted. If this subscription is rejected or if the sale of the Shares is not completed
for any reason (in which event this subscription shall be deemed to be rejected), the Fund shall as soon as
practicable return any funds transferred by the Subscriber (without interest) along with this Agreement and
any other documents delivered by the Subscriber.
(t) Entire Agreement. This Agreement represents the entire agreement of the parties in respect
of the subscription for Shares and may not be changed or terminated orally.
(u) Waiver. No waiver by any party of any breach of any term of this Agreement shall be
construed as a waiver of any subsequent breach of that term or any other term of the same or of a different
nature.
(v) Legal Actions. If any legal action or any arbitration or other proceeding is brought for the
enforcement of this Agreement or because of an alleged dispute, breach, default, or misrepresentation in
connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall
be entitled to recover reasonable attorneys fees and other costs incurred in that action or proceeding, in
addition to any other relief to which they may be entitled.
(w) Governing Law. The Subscriber agrees when entering into the Agreement to be bound by the
laws of the Cayman Islands and in addition to the non-exclusive jurisdiction of the relevant courts therein
subject to which laws this Agreement shall be governed and interpreted.
(x) Facsimile Instructions. The Subscriber acknowledges that the Fund and the Administrator
are entitled to act upon facsimile instructions from or purported to be from the Subscriber and that all such
instructions, where accepted by the Fund or the Administrator, will be final and binding upon the
Subscriber. The Subscriber agrees to indemnify the Fund or Administrator against any and all claims,
demands, liabilities, costs, charges, damages and expenses that the Fund or the Administrator may incur by
reason of any act or failure to act on the part of the Fund with regard to all facsimile instructions so
provided by the Subscriber.
The representations, warranties, agreements and
(y) Survival of Representations.
indemnification obligations of the Subscriber contained in this Agreement shall survive the execution of
this Agreement and the purchase of the Shares. Subscriber agrees to notify the Administrator if any of the
information provided herein changes within ten (10) days of such change.
S-21
(z) Investment Company Status. The Subscriber understands that the Fund will not register as
an investment company under the Company Act and that, for purposes of the provisions of Section 3(c)(1)
thereof, the Fund does not presently propose to make a public offering of its securities within the United
States. In connection with the above, the Subscriber hereby certifies that: (i) it is holding the Shares for its
own account and not for the account of any other person. If Subscriber is an entity, Subscriber also
certifies that: (i) it was not formed for the purpose of investing in the Fund and does not invest more than
40% of its total assets in the Fund, (ii) its shareholders, members, partners or grantors, as the case may be,
did not or will not contribute additional capital for the purpose of purchasing Shares; (iii) its shareholders,
partners, beneficiaries or members are not permitted to opt in or out of particular investments made by the
Subscriber, and each such person participates in all investments made by the Subscriber pro rata in
accordance with its interest in the Subscriber, and (iv) the Subscriber is not aware of any circumstances,
other than those that may be disclosed in this Subscription Agreement, that would require the Fund to treat
it as more than one person for purposes of Section 3(c)(1) of the Company Act.
(aa) Fiduciary Representations. If the Subscriber is an employee benefit plan (a "Plan"), the
fiduciary executing this Subscription Agreement on behalf of the Plan (the "Fiduciary') represents and warrants
to the Fund that:
(1)
the Plan is not a participant-directed defined contribution plan unless each participant
directing an investment in the Fund is an accredited investor and a qualified client.
(2)
the Fiduciary has considered a number of factors with respect to the Plan's
investment in the Shares and has determined that, in view of such considerations, the
purchase of the Shares is consistent with the Fiduciary's responsibilities under
ERISA. The Fiduciaries of such Plan represent and warrant that they have been
informed of and understand the Funds investment objectives, policies and
strategies and that the decision to invest such Plans assets in the Shares was
made with appropriate consideration of relevant investment factors with regard to
such Plan and is consistent with the duties and responsibilities imposed upon
fiduciaries with regard to their investment decisions under ERISA. Such factors
include, but are not limited to:
(a) the role such investment or investment course of action plays in that portion of
the Plan's portfolio that the Fiduciary manages;
(b) whether the investment or investment course of action is reasonably designed as
part of that portion of the portfolio managed by the Fiduciary to further the purposes
of the Plan, taking into account both the risk of loss and the opportunity for gain that
could result therefrom;
(c) the composition of that portion of the portfolio that the Fiduciary manages with
regard to diversification;
(d) the liquidity and current rate of return of that portion of the portfolio managed
by the Fiduciary relative to the anticipated cash flow requirements of the Plan;
(e) the projected return of that portion of the portfolio managed by the Fiduciary
relative to the funding objectives of the Plan;
S-22
(f) an investment in the Fund is permissible under the documents governing the
Plan and the Fiduciary; and
(g) the risks associated with an investment in the Fund;
(3)
the Fiduciary (a) is responsible for the decision to invest in the Fund; (b) is
independent of the Fund, the Investment Manager or any of their affiliates; and (c) is
qualified to make such investment decision; and
(4)
it will promptly dispose of its Shares in a manner consistent with the Funds
restrictions on transfer if it is becoming a benefit plan investor or a controlling
person and it has been notified that its ownership of the Shares would result in 25%
or more, as determined under the Plan Asset Regulation, of the value of the Shares
being held by benefit plan investors.
(bb)If the Subscriber is, or is acting on behalf of, a benefit plan investor (as defined in the Plan
Asset Regulation), the Subscriber represents and warrants that, its purchase, ownership and disposition of
the Shares will not result in or constitute a "prohibited transaction" under Section 406 of ERISA or
Section 4975 of the Code (or, in the case of a governmental or church plan, any similar federal, state or
local law) for which an exemption is not available.
(cc) General. This Agreement shall be binding upon the Subscriber and the legal representatives,
successors and assigns of the Subscriber, and shall, if the Subscriber consists of more than one person, be
the joint and several obligation of all such persons. Two or more duplicate counterparts of this Agreement
may be executed by the undersigned and accepted by the Fund, each of which shall be an original, but all
of which together shall constitute one and the same instrument.
TRUSTEE, AGENT, REPRESENTATIVE, NOMINEE OR OTHER THIRD PARTIES
If the Subscriber is acting as trustee, agent, representative or nominee for a subscriber (a "Beneficial
Owner"), the Subscriber understands and acknowledges that the representations, warranties and agreements
made herein are made by the Subscriber with respect to the Subscriber and with respect to the Beneficial
Owner. The Subscriber further represents and warrants that it has all requisite power and authority from said
Beneficial Owner to execute and perform the obligations under this Subscription Agreement. The Subscriber
also agrees to indemnify the Fund, the Investment Manager, the Administrator and their officers and agents for
any and all costs, fees and expenses (including legal fees and disbursements) in connection with any damages
resulting from the Subscriber's misrepresentation or misstatement contained herein, or the assertion of the
Subscriber's lack of proper authorization from the Beneficial Owner to enter into this Subscription Agreement
or perform the obligations hereof.
If the Subscriber enters into a swap, structured note or other derivative instrument, the return from
which is based in whole or in part on the return of the Fund (the "Swap") with a third party (a "Third Party"),
the Subscriber represents and warrants that with respect to a Third Party entering into a Swap: (a) the Third
Party is authorized under its constitutional documents (e.g., certificate of incorporation, by-laws, partnership
agreement or trust agreement) and applicable law to enter into the Swap and would also be so authorized to
invest directly into the Fund; (b) the Third Party has received and reviewed a copy of the Confidential Private
Placement Memorandum, the Supplement and the Subscription Agreement; (c) the Third Party acknowledges
that the Fund and its affiliates are not responsible for the legality, suitability or tax consequences of the Swap
and that the Subscriber is not an agent of the Fund; and (d) the Third Party is an eligible contract participant
under Commodity Futures Trading Commission rules and an accredited investor and a qualified client.
S-23
The Subscriber also agrees to indemnify the Fund, the Investment Manager, the Administrator and their
officers and agents for any and all costs, fees and expenses (including legal fees and disbursements) in
connection with any damages resulting from the Subscriber's misrepresentation or misstatement contained
herein. Nothing herein constitutes an agreement or statement by the Fund as to the legality of a Swap or the
suitability of a Swap for the Third Party.
SUBSCRIBER INDEMNIFICATION
The Subscriber hereby indemnifies the Fund, the Administrator, the Investment Manager and
their respective directors, managing members, officers, employees, agents and representatives against any
and all liability, costs, claims, and expenses (including without limitation, reasonable attorneys fees for
the investigation of an preparation of a defense to any such liability, claims, costs and expenses) resulting
from a breach of any of the foregoing representations.
STANDING PROXY
Subscriber hereby designates and appoints the Funds Administrator, with the powers of
substitution, as Subscriber's true and lawful Proxy for the purpose of voting any Shares issued pursuant to
this Agreement (or such portion thereof from time to time owned by Subscriber) as said Proxy may
determine on any and all matters arising at any meeting of the Fund or any Class meeting upon which
such Shares could be voted by Subscriber (or the person in whose name the Shares hereby subscribed are
registered at Subscriber's direction) if present in person at the meeting. This proxy may be revoked by
Subscriber (or his registered nominee) either personally or by presentation of a subsequently executed
form of proxy at general meeting of the Fund or by written notice to the Administrator received by the
Administrator prior to any such meeting.
ANTI-MONEY LAUNDERING REPRESENTATIONS
(a) The Subscriber represents that all evidence of identity provided in connection with the Subscription
Agreement is true and correct and all related information furnished is genuine and accurate.
(b) The Subscriber represents and warrants that the acceptance of the Subscribers subscription application
together with the appropriate remittance will not breach any applicable money laundering rules and
regulations and the Subscriber undertakes to provide verification of its identity reasonably satisfactory (on
a confidential basis), to the Company and/or any entity acting on the Companys behalf in respect of the
acceptance of subscriptions, promptly on request.
(c) The Subscriber agrees to provide any information deemed necessary by the Fund, Investment Manager
and the Administrator to comply with the Funds anti-money laundering program and related
responsibilities from time to time. In the event of delay or failure by the Subscriber to produce any
information requested in this Subscription Agreement or required for verification purposes, the Fund may
refuse to accept the subscription.
(d) The Subscriber represents and covenants that neither it, nor any person controlling, controlled by, or
under common control with it, nor any person having a beneficial interest in it, is an individual,
organization, or entity listed on the List of Specially Designated Nationals and Blocked Persons (the
1
OFAC Control List) maintained by the U.S. Office of Foreign Assets Control (OFAC) and that it is
1
Available at http://www.ustreas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf
S-24
not investing and will not invest in the Fund on behalf of or for the benefit of any individual, organization,
or entity listed on the OFAC Control List.
(e) The Subscriber represents that (i) the amounts contributed by it to the Fund were not and are not
directly or indirectly derived from activities that contravene U.S. federal or state laws or regulations and
international laws and regulations, including anti-money laundering laws and regulations, and (ii) the
proceeds from the Subscribers investment in the Fund will not be used to finance any illegal activities.
(f) The Subscriber acknowledges (i) that additional subscriptions by the Subscriber may be refused and/or
(ii) that requests for redemptions may be delayed or declined if the Investment Manager and the
Administrator reasonably believe they do not have satisfactory evidence of the Subscribers identity.
(g) The Subscriber acknowledges that, if, following its subscription in the Fund, the Investment Manager
and the Administrator reasonably believe that the Subscriber is listed on the OFAC Control List or has
otherwise breached its representations and covenants as to its identity, the Fund may be obligated to block
the Subscribers investment in accordance with applicable law, and the Subscriber shall have no claim
against the Fund, the Investment Manager, the Administrator for any form of damages as a result of
blocking the investment.
(h) If the Subscriber is a fund of funds or an entity that invests on behalf of others, the Subscriber, in
addition to and not by way of limiting the foregoing, represents and certifies that it is aware of the
requirements of the USA PATRIOT Act of 2001, and rules and regulations promulgated thereunder and
other applicable anti-money laundering measures in any jurisdiction (collectively, the AML Rules) and
that it has adopted anti-money laundering policies and procedures in place reasonably designed to verify
the identity of its beneficial owners or underlying investors, as the case may be, and their respective
sources of funds. Such policies and procedures are properly enforced and are consistent with such AML
Rules. The Subscriber represents and certifies that to the best of its knowledge, the beneficial owners or
Subscribers, as the case may be, are not individuals, entities, or countries that may subject the Fund or any
of its affiliates to criminal or civil violations of any AML Rules. The Subscriber acknowledges that it is to
furnish a copy of its anti-money laundering policies and procedures to the Fund when requested. Among
its other obligations hereunder, the Subscriber agrees to promptly notify the Fund if the foregoing
representation and certification becomes inaccurate.
(i) Subscriber represents that:
(i)
it is not a Senior Foreign Political Figure , a member of a Senior Foreign

3
4
Political Figures Immediate Family , and/or any Close Associate of a Senior
Foreign Political Figure residing in a non-cooperative country or territory or a
jurisdiction that has been designated by the U.S. Treasury as warranting special
measures due to money laundering concerns;
The term senior foreign political figure is defined to mean a senior official in the executive, legislative, administrative,
military or judicial branches of a foreign government (whether elected or not), senior official of a major foreign political party, or
a senior executive of a foreign government-owned corporation.
3
The term immediate family is defined to mean the parents, siblings, spouse, children and in-laws of a senior foreign political
figure.
4
The term close associate is defined to mean a person who is widely and publicly known to maintain an unusually close
relationship with senior foreign political figure.
S-25
(ii)
it is not a former Senior Foreign Political Figure residing in a non-cooperative

country or territory or a jurisdiction that has been designated by the U.S.
Treasury as warranting special measures due to money laundering concerns;
(iii)
it is not resident in, or organized or chartered under the laws of a jurisdiction that
has been designated by the U.S. Secretary of Treasury under Sections 311 and
312 of the USA PATRIOT Act as warranting special measures due to money
laundering concerns;
(iv)
it is not a Foreign Shell Bank as the term is defined in the USA PATRIOT Act;
and
(v)
its subscription funds do not originate from, nor will they be routed through, an
account maintained at a Foreign Shell Bank, an offshore bank,5 or a bank
organized or charted under the laws of a jurisdiction deemed to be a noncooperative country or territory (NCCT)6.
Subscribers who are entities must complete and return EXHIBITS D and E (if an entity
subscribing on behalf of third parties) to the Administrator along with the Subscribers signed
Subscription Agreement.
Subscribers who are fund of funds must complete and return EXHIBITS D and E to the
Administrator along with the Subscribers signed Subscription Agreement.
The term offshore bank refers to a foreign bank that is barred, pursuant to its banking license, from conducting banking
activities with the citizens of, or with the local currency of, the country that issued the license.
6
The Financial Action Task Force on Money Laundering (FATF) has designated certain countries or territories as NCCTs.
The list of countries or territories deemed to be NCCTS is available at: http://www.oecd.org/fatf.
S-26
SET 1 OF 2
IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as of
the date set forth below under penalties of perjury.
Date: _____________________, _____
For Individual Subscribers:
For Subscribers other than Individuals:
Signature
(Please Type Name of Subscriber)
(Please Type Name)
By: ___________________________________
Signature
(Please Type Name of Signatory)

Title: __________________________________
Name of Trustees or Other Fiduciaries Exercising Investment

Discretion with Respect to Benefit Plan or Trust
Signature
Printed Name
Title
______________________
_______________________
________________________
______________________
_______________________
________________________
______________________
_______________________
________________________
Agreement of Custodian of Individual Retirement Account

The undersigned, being the custodian of the above named individual retirement account, hereby accepts and
agrees to this subscription.
By: __________________________________
Signature of Authorized Signatory
_________________________________
Name of Custodian (Print)
__________________________________
Name of Authorized Signatory (Print)
S-27
The foregoing Subscription Agreement is hereby accepted by the undersigned as of the date set forth below:
(FUND NAME), LTD.
By:
____________________________
Name:
Title:
Date of Acceptance: ________________________
S-28
SET 2 OF 2
IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as of
the date set forth below under penalties of perjury.
Date: _____________________, _____
For Individual Subscribers:
For Subscribers other than Individuals:
Signature
(Please Type Name of Subscriber)
(Please Type Name)
By: ___________________________________
Signature
(Please Type Name of Signatory)

Title: __________________________________
Name of Trustees or Other Fiduciaries Exercising Investment

Discretion with Respect to Benefit Plan or Trust
Signature
Printed Name
Title
______________________
_______________________
________________________
______________________
_______________________
________________________
______________________
_______________________
________________________
Agreement of Custodian of Individual Retirement Account

The undersigned, being the custodian of the above named individual retirement account, hereby accepts and
agrees to this subscription.
By: __________________________________
Signature of Authorized Signatory
_________________________________
Name of Custodian (Print)
__________________________________
Name of Authorized Signatory (Print)
S-29
The foregoing Subscription Agreement is hereby accepted by the undersigned as of the date set forth below:
(FUND NAME), LTD.
By:
____________________________
Name:
Title:
S-30
EXHIBIT A
TO BE COMPLETED BY EMPLOYEE BENEFIT PLANS
To:
( COMPANY NAME) , LLC (the "Investment Manager")
Re:
Letter of Independent Investment Powers

(FUND NAME), Ltd. (the "Fund")
I (or we as applicable) certify that the individual or individuals named below are either the trustees of the
(the "Plan"). The undersigned have
named fiduciaries or the investment managers of the
sole and absolute discretion to make investment decisions on behalf of the Plan and assume full responsibility
for such investment decisions.
The Plan has not given discretionary authority or control respecting the management of the Plan to the
Investment Manager or any of their agents. Neither the Investment Manager nor any of its agents are
fiduciaries as to the Plan, nor do they exercise any authority or control respecting management or disposition
of the Plan assets.
The responsibility and authority for investment decisions, including the decision to enter into the Subscription
Agreement is solely that of the undersigned. I represent that I have made the decision only after receiving and
reviewing the Confidential Private Placement Memorandum, that the decision to enter into this investment is
freely and independently made by me and that I accept full fiduciary responsibility with respect thereto. All
fiduciaries are to sign and date below.
I/we certify that I/we am/are authorized to execute this letter of Independent Investment Powers on behalf of
the Plan indicated above.
Name of Fiduciary________________________
Capacity ________________________________
Address _________________________________
Phone Number ____________________________
Signature _______________________________
Date ______________________
S-31
EXHIBIT B
TO BE COMPLETED BY IRA BENEFICIARY
To:
( COMPANY NAME) , LLC (the Investment Manager)
Re:
Letter of Independent Investment Powers

(FUND NAME), Ltd. (the "Fund")
I certify that the individual named below is the sole beneficiary of the IRA custodied at
__________________________________________________ (the "IRA"), which is making an investment
in the Fund. The undersigned has sole and absolute discretion to make investment decisions on behalf of the
IRA and assumes full responsibility for such investment decisions.
The IRA Beneficiary has not given discretionary authority or control respecting the management of the IRA
to the Investment Manager or any of their agents. Neither the Investment Manager nor any of its agents are
fiduciaries as to the IRA, nor do they exercise any authority or control respecting management or disposition
of the IRA assets.
The responsibility and authority for investment decisions, including the decision to enter into the
Subscription Agreement for Shares of the Fund is solely that of the undersigned. I represent that I have
made the decision only after receiving and reviewing the Confidential Private Placement Memorandum, that
the decision to enter into such investment is freely and independently made by me and that I accept full
fiduciary responsibility with respect thereto.
Name of IRA Beneficiary________________________

Address _________________________________
Phone Number ____________________________
Signature _______________________________
Date ______________________
S-32
EXHIBIT C
NASD NEW ISSUE REPRESENTATION AND WARRANTY
TO BE COMPLETED BY ALL ENTITY SUBSCRIBERS SUBSCRIBING FOR CLASS A
SHARES
The Subscriber represents and warrants that:
(a)
it is familiar with National Association of Securities Dealers (the NASD) Rule 2790, as
the same may be amended, supplemented or replaced from time to time (the NASD Rule), and its
provisions; and
(b)
it is eligible to purchase new issues, as that term is defined in the NASD Rule, in
compliance with the NASD Rule. The basis for the Subscribers eligibility to purchase new issues is as
follows (initial the applicable basis for eligibility)7:
(1) no person having a beneficial interest (as defined in the NASD Rule) in the Subscriber
is a restricted person (as defined in the NASD Rule) or, if a person holding a beneficial interest could be
considered a restricted person, such person otherwise falls within the exemptions stated in sections (c)(13) or (c)(5-10) of the NASD Rule; or
(2) no more than 10% of the Subscribers total beneficial interests is attributable, in the
aggregate, to beneficial interest holders who are restricted persons; (Complete the following if this
option is initialed: the percentage of the Subscribers total beneficial interests attributable to
restricted persons is __%); or
(3) the Subscriber has procedures in place to ensure that restricted persons with a
beneficial interest in the Subscriber do not participate in any new issues received by the Subscriber or any
participation by such restricted persons is in compliance with the NASD Rule.
The Subscriber agrees to promptly notify the Fund if the foregoing representation becomes inaccurate.
IN WITNESS WHEREOF, the undersigned has executed this representation and warranty
as of the ____ day of __________, 200___.
______________________________
Name of Subscriber
________________________________
[Name of entity authorized to make
representation on behalf of Subscriber]
By:______________________________
Name:
Title:
If none of the options below is initialed, the Subscriber will be treated as a restricted person. It is possible, though unlikely, that
Subscribers who indicate they are eligible to purchase new issues based on (b)(2) and (b)(3) above may be treated as restricted
due to subsequent guidance from the NASD, or based upon a determination made by the Fund. The Fund may request additional
information from the Subscriber, or anyone making the representation on behalf of the Subscriber, in order to determine whether
the Subscriber is eligible to participate in the Funds new issue purchases.
S-33
EXHIBIT D
FORM OF INCUMBENCY CERTIFICATE
TO BE COMPLETED BY ALL ENTITY SUBSCRIBERS
The undersigned, being the ___________________ of __________________________,
Insert Title
Insert Name of Entity
a ___________________ organized under the laws of __________________________________
Insert Type of Entity
Insert Jurisdiction of Organization
(the Company), does hereby certify on behalf of the Company that the persons named below are directors
and/or officers of the Company and that the signature at the right of said name, respectively, is the genuine
signature of said person and that the persons listed below are each an authorized signatory for the Company.
Name
Title
Signature
______________________
______________________
______________________
______________________
______________________
______________________
______________________
______________________
______________________
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the ______ day of
____________________, 200__.
____________________________
Name: Print Name of Signatory #1
Title: Print Title of Signatory #1
THE UNDERSIGNED, ____________________, a duly authorized ______________
Insert Name of Signatory #2
Insert Title
of the Company, does hereby certify that _____________________ is a duly authorized Officer
of _________________ and that the signature set forth above is [his][her] true and correct
Insert Name of Company
signature.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the __ day of
_____________, 200__.
__________________________
S-34
EXHIBIT E
AML CERTIFICATION FORM

TO BE COMPLETED BY FUND OF FUNDS OR ENTITIES THAT SUBSCRIBE ON BEHALF
OF THIRD PARTIES
By Using this Form, the Undersigned Represents that it is Located in a FATF Member Jurisdiction
The undersigned, being the ________________ of ______________________________,
Insert Title
a _______________________ organized under the laws of ______________________________
(the Subscriber), does hereby certify that it is aware of the requirements of the USA PATRIOT Act of
2001, the regulations administered by the U.S. Department of Treasurys Office of Foreign Assets
Control, and other applicable U.S. federal, state or non-U.S. anti-money laundering laws and regulations
(collectively, the anti-money laundering/OFAC laws). As an entity regulated by ____________ (Insert
Appropriate Regulatory Agency) in the _____________ (Insert Jurisdiction) (a FATF member
jurisdiction) the Subscriber has/have anti-money laundering policies and procedures in place reasonably
designed to verify the identity of its [beneficial holders] [underlying investors] and, to the extent required,
their sources of funds. Such policies and procedures are properly enforced by the Subscriber.
After due inquiry, the Subscriber hereby represents to (FUND NAME), Ltd. that, to the best of its
knowledge, the Subscribers [beneficial holders(s)] [underlying investor(s)] are not individuals, entities or
countries that are identified on the list maintained by the U.S. Office of Foreign Assets Control8.
Date: ____________
By: __________________________
Name:
Title:
The list may be found at http://www.ustreas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf.
S-35
(FUND NAME), LTD.

REDEMPTION REQUEST
(FUND NAME), Ltd.

c/o [Administrator]
[Address]
Telephone:
[]
Facsimile:
[]
Dear Sirs:
The undersigned hereby requests redemption, as defined in and subject to all the terms and conditions of
the Memorandum and Articles of Association of (FUND NAME), Ltd. (the Fund), and the Confidential
Private Placement Memorandum of the Fund dated [DATE], as may be amended and supplemented from
time to time (the Confidential Private Placement Memorandum), of the number and Class and Series of
Shares detailed below in an amount equal to their applicable Net Asset Values, as defined in the
Confidential Private Placement Memorandum.
Redemption of a Shareholders Shares may be made, subject to the terms of the Confidential Private
Placement Memorandum, provided that this request for redemption is received by the Administrator at
least forty-five (45) days prior to such effective date.
The undersigned (either in an individual capacity or as an authorized representative of an entity, if
applicable) hereby represents and warrants to be the true, lawful and beneficial owner of the Shares to
which this redemption request relates, with full power and authority to request redemption of such Shares.
Such Shares are not subject to any pledge or otherwise encumbered in any fashion.
S-36
Redemption Information
Number, Class and Series of Shares

Being Redeemed:
Desired Date of Redemption
_____________________________________________
Name and Mailing

Wishing to Redeem
Name and Address of

Registration (if different)
Name and Address of

Financial Institution to
which Redemption
Proceeds are to be
transferred (including
a bank account number and
wiring instructions
if appropriate)
_____________________________________________
Name of Subscriber
(Signature)
________________________________
Name and Title
(if signing in representative capacity)
Dated:
PAYMENT OF REDEMPTION PROCEEDS IS SUBJECT TO THE TERMS AND CONDITIONS SET

FORTH IN THE CONFIDENTIAL PROVATE PLACEMENT MEMORANDUM. REDEMPTION OF
SHARES REQUIRES AT LEAST FORTY-FIVE (45) DAYS PRIOR WRITTEN NOTICE TO THE
ADMINISTRATOR. REQUESTS FOR REDEMPTION RECEIVED AFTER 5:00 P.M. (CAYMAN
ISLANDS TIME) WILL BE TREATED AS REQUESTS FOR REDEMPTION RECEIVED AS OF THE
NEXT BUSINESS DAY.
If no Class or Series is specified, redemptions will be done on a first in first out basis.
S-37
(FUND NAME), LTD.

SUBSCRIPTION DOCUMENTS
(FOR NON-U.S. INVESTORS ONLY)
(FUND NAME), LTD.

SUBSCRIPTION INSTRUCTIONS FOR NON-U.S. INVESTORS ONLY
U.S. Investors are directed to the Subscription Documents appended to the Supplemental Disclosure
Statement available on request from the Administrator
Subscription Applications
Applications to subscribe for Class A and Class B Shares (the Class A Shares, and the Class B
Shares, respectively and collectively, the Shares) of the Fund may be made only by written application
using the enclosed Subscription Agreement. All completed Subscription Agreements should be received
by the Administrator at the address shown thereon at least [five (5)] Business Days prior to the
Subscription Date (as defined in the SUBSCRIPTIONS Section of the Funds Confidential Private
Placement Memorandum dated [DATE] (the Confidential Private Placement Memorandum)). The Fund
reserves the right to reject subscriptions in whole or in part, in which event subscription payments will be
refunded at the applicants risk, without interest. The Fund may, in its sole discretion, discontinue the
offering of Shares at any time. Alternatively, application may be made to the Administrator at facsimile
number [], stating (i) the number and class of Shares applied for or the amount to be invested, (ii) how
payment has been made or is being made for the amount due if the application is accepted, (iii)
acknowledgement of receipt of the Confidential Private Placement Memorandum and confirmation that
the application is being made on the terms thereof and subject to the Memorandum of Association and the
Articles of Association of the Fund and (iv) the name and address in which the Shares are to be registered.
In the event that the application is submitted by facsimile, the signed original must be sent to the
Administrator immediately thereafter at (FUND NAME), Ltd., c/o [Administrator], [Address]. Applicants
should be aware of the risk of sending faxed applications and the Administrator does not accept
responsibility for any loss caused due to the non-receipt of such facsimiles.
In order to facilitate prompt and accurate crediting of subscription payments, subscribers should
notify the Administrator, prior to remitting payment, of the details of the subscription payment, indicating
(i) the name of the subscriber, (ii) the amount subscribed, (iii) the subscribers address (including a
facsimile number if available), (iv) the name and address of the financial institution remitting the
subscription payment, (v) the name and number of the account at the financial institution being debited,
and (vi) the approximate date as of which the payment is being wired to the Funds account.
Subscription Payments
Payments in full for the amount of Class A and Class B Shares subscribed (not less than
U.S.$[AMOUNT for initial subscriptions, unless otherwise agreed in advance by the Fund (but at no time
less than the minimum amount required under Cayman Islands mutual fund regulation, which is currently
the equivalent of U.S.$[AMOUNT])) are to be made in U.S. dollars by wire transfer at least [two (2)]
Business Days before the Subscription Date as follows:
S-2
Payment Procedures For All SubscriptionsWire all subscription monies to:

By wire transfer in U.S. dollars to:
[WIRE INSTRUCTIONS]
With a copy of instructions (including value date, the address of the investors bank, and the
investors contact at such bank for confirmation) to the Administrator:
(FUND NAME), Ltd.
c/o [Administrator]
[Address]
Telephone:
[]
Facsimile:
[]
At the subscribers request, arrangements may be made with participating financial institutions to
help effectuate transactions on an accelerated basis. Potential investors may consult the Administrator for
further procedural information.
Confirmations
Confirmations will be sent to subscribers showing the details of each transaction. The Shares will
be issued in respect of accepted applications at a value equal to U.S.$[AMOUNT] per Share.
Local Rules; Subscription Fees
Persons interested in subscribing for the Shares should inform themselves as to the (1) the legal
requirements within their own countries for the purchase of the Shares, (2) any foreign exchange
restrictions which they might encounter and (3) the income tax or other tax consequences, if any, which
might be relevant to the purchase, holding or sale of the Shares. Subscriptions for Shares are net of any
applicable subscription fees, including any placement agent fee as described in the Funds Confidential
Private Placement Memorandum.
Redemption Payment
Subject to the Boards sole discretion, a Subscribers redemption payments will only be paid to
the bank from which its subscription payments were paid.
S-3
(FUND NAME), LTD.

SUBSCRIPTION AGREEMENT FOR NON-U.S. INVESTORS ONLY
(FUND NAME), Ltd.
c/o [Administrator]
[Address]
Telephone:
[]
Facsimile:
[]
Dear Sirs:
The undersigned subscriber (the Subscriber) acknowledges having received, reviewed and
understood the Confidential Private Placement Memorandum dated [DATE] for the offering of Class A
and Class B Shares (the Class A Shares and the Class B Shares, respectively, and collectively, the
Shares) of (FUND NAME), Ltd. (the Fund) and hereby subscribes for as many Class A and Class B
Shares as may be purchased for the amount indicated below on the terms of the Confidential Private
Placement Memorandum and subject to the provisions of the Memorandum and Articles of Association of
the Fund.
The Subscriber also understands and agrees that, although the Fund will use its best efforts to
keep the information provided in the answers to this Subscription Agreement strictly confidential, the
Fund may present this Subscription Agreement and the information provided in answers to it to such
parties as it deems advisable if called upon to establish the availability under any applicable law of an
exemption from registration of the Shares, the compliance with applicable law and any relevant
exemptions thereto by the Fund and [NAME] , LLC (the Investment Manager) and their affiliates or if
the contents thereof are relevant to any issue in any action, suit, or proceeding to which the Fund, the
Investment Manager or any of their affiliates is a party or by which it is or may be bound.
Subscription Information
Name and Mailing
____________________________
____________________________
____________________________
____________________________
Tax I.D. Number

Telephone and Facsimile
Number
E-Mail Address
____________________________
____________________________
____________________________
____________________________
Name and Address for

Share Registration
(if different)
____________________________
____________________________
____________________________
____________________________
S-4
Class A Shares
U.S.$ _______________________
(For Subscribers Who Are Not
or Who Do Not Designate a Class
in Which to Invest)
Class B Shares
(For Subscribers Who Are
or Who Do Not Wish To
Participate In New Issues)
U.S.$ _______________________
Name, Address and Account

Number of Financial Institution
Remitting Payment for
Subscriber's Account
____________________________
____________________________
____________________________
____________________________
Wire Transfer Date:
_______________________, ____
Special Instructions
Number of beneficial owners represented by Subscriber (if Subscriber is acting in any sort of nominee or
fiduciary capacity) ________________________________
Is the Subscriber, or an affiliate of the Subscriber, a pension profit-sharing, annuity, or employee benefit
plan (whether private, governmental, or charitable)?
[ ] Yes [ ] No
(Initial one)
Authorized Signatories:
Set forth below are the names of persons authorized by the Subscriber to give and receive instructions
between the Fund (or its Administrator) and the Subscriber, together with their respective signatures.
Such persons are the only persons so authorized until further written notice to the Administrator signed by
one or more of such persons.
(please attach additional pages if needed)
Name
Signatures
S-5
Standing Wire Instructions:

Until further written notice to the Administrator signed by one or more of the persons listed above, funds
may be wired to the Shareholder (for instance, upon redemption) using the following instructions:
Bank Name:
Bank Address:
ABA or CHIPS Number:
Account Name:
Account Number:
Reference:
Disclosure Authorization:
By executing this document I authorize the Administrator to provide [NAME] , LLC and the Funds legal
counsel, with information regarding my account, until said authorization is revoked by me in writing to
the Administrator.
S-6
SUBSCRIBER REPRESENTATIONS AND WARRANTIES

The Subscriber represents and agrees that none of the Shares (nor any interest therein) is being
acquired or will at any time be held, directly or indirectly, for the account or benefit of any Non-Eligible
Person (as defined in the ELIGIBLE INVESTORS section of the Confidential Private Placement
Memorandum), that none of the Shares will be transferred to any person who has failed to supply a
similar representation, and that the Subscriber will renew these representations and warranties with each
subsequent investment in the Fund. The Subscriber represents and warrants that:
(a)
New Issue Restricted Person Questionnaire. The Subscriber understands and agrees
that the Fund will be relying on the accuracy and completeness of the Subscribers responses to the New
Issue Questionnaire contained herein for the purposes of determining whether the Subscriber (or, if the
Subscriber is subscribing as a nominee, the investor that the Subscriber is subscribing as nominee on
behalf of) falls within the proscription of U.S. National Association of Securities Dealers Rule 2790, as
the same may be amended, supplemented or replaced from time to time (the NASD Rule) and is
therefore precluded from participating in new issues pursuant to the NASD Rule. Any Subscriber who
falls within such proscription may not purchase Class A Shares. The Subscriber further represents that all
answers set forth in the New Issue Restricted Person Questionnaire contained herein are accurate and that
the Subscriber will notify the Fund if at any time such answers cease to be accurate.
The Subscriber
(b)
Reliance on Confidential Private Placement Memorandum.
acknowledges that the Fund has delivered to the Subscriber the Confidential Private Placement
Memorandum. The Subscriber has not relied on any representations or other information purported to be
given on behalf of the Fund except as set forth in the Confidential Private Placement Memorandum or the
published, financial accounts of the Fund.
(c)
(d)
the Shares.
No Resale. The Shares are not being purchased with a view to resale.
Liquidity. The Subscriber has no need for liquidity in connection with its purchase of
(e)
Legality and Validity of Consents. All consents required to be obtained and all legal
requirements necessary to be complied with or observed in order for this Agreement or the issuance of the
Shares to be lawful and valid under the laws of any jurisdiction to which the Subscriber is subject have
been obtained, complied with or observed.
(f)
Subscriber Information. The Subscriber acknowledges that due to money laundering
requirements operating within its jurisdiction and/or the requirements of the Money Laundering
Regulations (2003 Revision), as amended, of the Cayman Islands and the Guidance Notes issued pursuant
thereto, the Fund, the Investment Manager and/or the Administrator may require certain identification
and/or other information of the Subscriber before the application can be processed. The Subscriber agrees
to hold the Fund, the Administrator, and their affiliates harmless and indemnify them against any loss
arising as a result of a failure to process a subscription, redemption or transfer if such information has not
been provided by the Subscriber.
S-7
(g)
Subscriber Knowledge. The Subscriber possesses requisite knowledge and experience in
financial matters such that it is capable of evaluating the merits and risks of an investment in the Fund
(including without limitation, the ability to suffer a complete loss of the investment and need to hold the
Shares for an indefinite period of time). Subscriber confirms that it has not been solicited as a Member of
the Public in the Cayman Islands to subscribe for Shares in the Fund.
(h)
Subscriber Net Worth. The Subscribers net worth exceeds U.S.$1,500,000.
(i)
No Performance Guarantees. No guarantees have been made to the Subscriber about
future performance or financial results of the Fund.
(j)
Ability to Bear Risks. The Subscriber is and will be able to bear the economic risks of its
investment in the Shares.
(k)
Suitability. The Subscriber has read carefully and understands the Confidential Private
Placement Memorandum and the Supplement and has consulted its own attorney, accountant or
investment adviser with respect to the investment contemplated hereby and its suitability for the
Subscriber. Subscriber hereby adopts and agrees to every provision set forth in the Confidential Private
Placement Memorandum and in the Supplement.
The Subscriber acknowledges that the
(l)
Opportunity to Verify Information.
representatives of the Fund, Investment Manager and Administrator have made available to the
Subscriber, during the course of this transaction and prior to the purchase of any Shares, the opportunity
to ask questions of and receive answers from them concerning the terms and conditions of the offering
described in the Confidential Private Placement Memorandum and the Supplement, and to obtain any
additional information necessary to verify the information contained in the Confidential Private
Placement Memorandum and the Supplement or otherwise relevant to the suitability of the proposed
investment and to the proposed activities of the Fund.
(m)
Investment Objectives. The purchase of the Shares by the Subscriber is consistent with
the general investment objectives of the Subscriber.
(n)
No Borrowings. The Subscriber has not borrowed any portion of its contribution to the
Fund, either directly or indirectly, from the Fund, the Investment Manager, the Administrator, or any
affiliate of the foregoing.
(o)
Conflicts of Interest; Fund Counsel Does Not Represent Subscribers. The Subscriber
understands and acknowledges the various conflicts of interest that are set forth in the Confidential
Private Placement Memorandum. The Subscriber also understands and acknowledges that (NAME) and
(NAME) represent only the Fund, and not the Subscriber, in connection with the offer and sale of the
Shares. The Subscriber has had opportunity to consult with legal counsel of his own choosing.
(p)
Amendments. Neither this Subscription Agreement nor any term hereof may be changed,
waived, discharged or terminated except with the written consent of the Subscriber and Fund's Board of
Directors.
(q)
Authorization. The Subscriber acknowledges that it has the legal capacity and authority
and is permitted by applicable law to execute and deliver this Agreement and is authorized to purchase
Shares and to perform its obligations pursuant to the provisions hereof and pursuant to the Memorandum
S-8
and Articles and of Association and such Subscriber has not been formed for the specific purpose of
acquiring an interest in the Fund.
(r)
Change in Information. The Subscriber agrees to notify the Board of Directors
immediately if any of the information provided herein by the Subscriber changes or becomes inaccurate.
(s)
Legal Entity. Where the Subscriber is a company, trust or partnership, it agrees to
produce a certified copy or copies of the certificate of incorporation (and any change of name), by-laws
(or other document evidencing the existence of the legal entity), the register of directors or an excerpt
from the trade register held at the relevant chamber of commerce and the signatory card verifying the
authority of officers to sign on behalf of the corporate entity and any other relevant documentation as
requested by the Fund.
(t)
Subscriptions. The Subscriber acknowledges that the Fund reserves the right to reject in
its absolute discretion this and any other subscription for Shares in whole or in part, in any order, at any
time prior to a Subscription Date, notwithstanding prior receipt by the Subscriber of notice of acceptance
of the subscription. If the Shares are oversubscribed, the Fund will determine in its sole discretion which
subscriptions shall be accepted. If this subscription is rejected or if the sale of the Shares is not completed
for any reason (in which event this subscription shall be deemed to be rejected), the Fund shall as soon as
practicable return any funds transferred by the Subscriber (without interest) along with this Agreement
and any other documents delivered by the Subscriber.
(u)
Entire Agreement. This Agreement represents the entire agreement of the parties in
respect of the subscription for Shares and may not be changed or terminated orally.
(v)
Waiver. No waiver by any party of any breach of any term of this Agreement shall be
construed as a waiver of any subsequent breach of that term or any other term of the same or of a different
nature.
(w)
Legal Actions. If any legal action or any arbitration or other proceeding is brought for the
enforcement of this Agreement or because of an alleged dispute, breach, default, or misrepresentation in
connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall
be entitled to recover reasonable attorneys fees and other costs incurred in that action or proceeding, in
addition to any other relief to which they may be entitled.
(x)
Governing Law. The Subscriber agrees when entering into the Agreement to be bound
by the laws of the Cayman Islands and in addition to the non-exclusive jurisdiction of the relevant courts
therein subject to which laws this Agreement shall be governed and interpreted. Facsimile Instructions.
The Subscriber acknowledges that the Fund and the Administrator are entitled to act upon facsimile
instructions from or purported to be from the Subscriber and that all such instructions, where accepted by
the Fund or the Administrator, will be final and binding upon the Subscriber. The Subscriber agrees to
indemnify the Fund or Administrator against any and all claims, demands, liabilities, costs, charges,
damages and expenses that the Fund or the Administrator may incur by reason of any act or failure to act
on the part of the Fund with regard to all facsimile instructions so provided by the Subscriber.
The representations, warranties, agreements and
(y)
Survival of Representations.
indemnification obligations of the Subscriber contained in this Agreement shall survive the execution of
this Agreement and the purchase of the Shares. Subscriber agrees to notify the Administrator if any of the
information provided herein changes within ten (10) days of such change.
S-9
(z)
General. This Agreement will be binding upon the Subscriber and the legal
representatives, successors and assigns of the Subscriber, and shall, if the Subscriber consists of more than
one person, be the joint and several obligation of all such persons. Two or more duplicate counterparts of
this Agreement may be executed by the undersigned and accepted by the Fund, each of which will be an
original, but all of which together will constitute one and the same instrument.
SUBSCRIBER INDEMNIFICATION
The Subscriber hereby agrees to indemnify the Fund, the Administrator, and the Investment
Manager and their respective directors, managing members, officers, employees, agents and
representatives against any and all liability, costs, claims, and expenses (including without limitation,
reasonable attorneys fees for the investigation of and preparation of a defense to any such liability, claims,
costs and expenses) resulting from a breach of any of the foregoing representations.
STANDING PROXY
Subscriber hereby designates and appoints the Funds Administrator with full powers of
substitution, as Subscribers true and lawful Proxy for the purpose of voting any Shares issued pursuant to
this Agreement (or such portion thereof from time to time owned by Subscriber) as said Proxy may
determine on any and all matters arising at any meeting of the Fund or any Class meeting upon which
such Shares could be voted by Subscriber (or the person in whose name the Shares hereby subscribed are
registered at Subscribers direction) if present in person at the meeting. This proxy may be revoked by
Subscriber (or his registered nominee) either personally or by presentation of a subsequently executed
form of proxy at any meeting of the Fund or by written notice to the Administrator received by the
Administrator prior to any such meeting provided however that such revocation may lead to the
compulsory redemption of such Subscribers Shares.
ANTI-MONEY LAUNDERING REPRESENTATIONS
(a)
The Subscriber represents that all evidence of identity provided in connection with the
Subscription Agreement is true and correct and all related information furnished is genuine and accurate.
(b)
The Subscriber represents and warrants that the acceptance of the Subscribers subscription
application together with the appropriate remittance will not breach any applicable money laundering
rules and regulations and the Subscriber undertakes to provide verification of its identity reasonably
satisfactory (on a confidential basis), to the Company and/or any entity acting on the Companys behalf in
respect of the acceptance of subscriptions, promptly on request.
(c)
The Subscriber agrees to provide any information deemed necessary by the Fund, Investment
Manager and the Administrator to comply with the Funds anti-money laundering program and related
responsibilities from time to time. In the event of delay or failure by the Subscriber to produce any
information requested in this Subscription Agreement or required for verification purposes, the Fund may
refuse to accept the subscription.
(d)
The Subscriber represents and covenants that neither it, nor any person controlling, controlled by,
or under common control with it, nor any person having a beneficial interest in it, is an individual,
organization, or entity listed on the List of Specially Designated Nationals and Blocked Persons (the
S-10
OFAC Control List) maintained by the U.S. Office of Foreign Assets Control (OFAC) and that it is
not investing and will not invest in the Fund on behalf of or for the benefit of any individual,
organization, or entity listed on the OFAC Control List.
(e)
The Subscriber represents that (i) the amounts contributed by it to the Fund were not and are not
directly or indirectly derived from activities that contravene U.S. federal or state laws or regulations and
international laws and regulations, including anti-money laundering laws and regulations, and (ii) the
proceeds from the Subscribers investment in the Fund will not be used to finance any illegal activities.
(f)
The Subscriber acknowledges (i) that additional subscriptions by the Subscriber may be refused
and/or (ii) that requests for redemptions may be delayed or declined if the Investment Manager and the
Administrator reasonably believe they do not have satisfactory evidence of the Subscribers identity.
(g)
The Subscriber acknowledges that, if, following its subscription in the Fund, the Investment Manager
and the Administrator reasonably believe that the Subscriber is listed on the OFAC Control List or has
otherwise breached its representations and covenants as to its identity, the Fund may be obligated to block the
Subscribers investment in accordance with applicable law, and the Subscriber shall have no claim against the
Fund, the Investment Manager, the Administrator for any form of damages as a result of blocking the
investment.
(h)
If the Subscriber is a fund of funds or an entity that invests on behalf of others, the Subscriber, in
addition to and not by way of limiting the foregoing, represents and certifies that it is aware of the
requirements of the USA PATRIOT Act of 2001, and rules and regulations promulgated thereunder and other
applicable anti-money laundering measures in any jurisdiction (collectively, the AML Rules) and that it has
adopted anti-money laundering policies and procedures in place reasonably designed to verify the identity of
its beneficial owners or underlying investors, as the case may be, and their respective sources of funds. Such
policies and procedures are properly enforced and are consistent with such AML Rules. The Subscriber
represents and certifies that to the best of its knowledge, the beneficial owners or Subscribers, as the case may
be, are not individuals, entities, or countries that may subject the Fund or any of its affiliates to criminal or
civil violations of any AML Rules. The Subscriber acknowledges that it is to furnish a copy of its anti-money
laundering policies and procedures to the Fund when requested. Among its other obligations hereunder, the
Subscriber agrees to promptly notify the Fund if the foregoing representation and certification becomes
inaccurate.
(i)
Subscriber represents that:

(i)
it is not a Senior Foreign Political Figure , a member of a Senior Foreign Political

3
4
Figures Immediate Family , and/or any Close Associate of a Senior Foreign Political
Figure residing in a non-cooperative country or territory or a jurisdiction that has been
Available at http://www.ustreas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf
The term senior foreign political figure is defined to mean a senior official in the executive, legislative,
administrative, military or judicial branches of a foreign government (whether elected or not), senior official of a
major foreign political party, or a senior executive of a foreign government-owned corporation.
3
The term immediate family is defined to mean the parents, siblings, spouse, children and in-laws of a
senior foreign political figure.
4
The term close associate is defined to mean a person who is widely and publicly known to maintain an
unusually close relationship with senior foreign political figure.
2
S-11
designated by the U.S. Treasury as warranting special measures due to money laundering
concerns;
(ii)
it is not a former Senior Foreign Political Figure residing in a non-cooperative country or

territory or a jurisdiction that has been designated by the U.S. Treasury as warranting
special measures due to money laundering concerns;
(iii)
it is not resident in, or organized or chartered under the laws of a jurisdiction that has
been designated by the U.S. Secretary of Treasury under Sections 311 and 312 of the
USA PATRIOT Act as warranting special measures due to money laundering concerns;
(iv)
it is not a Foreign Shell Bank as the term is defined in the USA PATRIOT Act; and
(v)
its subscription funds do not originate from, nor will they be routed through, an account
5
maintained at a Foreign Shell Bank, an offshore bank, or a bank organized or charted
under the laws of a jurisdiction deemed to be a non-cooperative country or territory
6
(NCCT) .
Subscribers who are natural persons from non-FATF member jurisdictions must complete
and return EXHIBIT C to the Administrator along with the Subscribers signed Subscription
Agreement.
Subscribers who are entities from non-FATF member jurisdictions must complete and
return EXHIBITS A, C, D (if privately held), and E (if a trust) to the Administrator along with the
Subscribers signed Subscription Agreement.
Subscribers who are fund of funds from non-FATF member jurisdictions must complete
and return EXHIBITS A, C, D (if privately held), and E (if a trust) the Administrator along with
the Subscribers signed Subscription Agreement.
Subscribers who are entities from FATF member jurisdictions must complete and return
EXHIBITS A and B (if an entity subscribing on behalf of third parties) to the Administrator along
with the Subscribers signed Subscription Agreement.
Subscribers who are fund of funds from FATF member jurisdictions must complete and
return EXHIBITS A and B to the Administrator along with the Subscribers signed Subscription
Agreement.
The term offshore bank refers to a foreign bank that is barred, pursuant to its banking license, from
conducting banking activities with the citizens of, or with the local currency of, the country that issued the license.
6
The Financial Action Task Force on Money Laundering (FATF) has designated certain countries or
territories as NCCTs. The list of countries or territories deemed to be NCCTS is available at:
http://www1.oecd.org/fatf
S-12
NEW ISSUE RESTRICTED PERSON QUESTIONNAIRE

The Fund from time to time may consider investing in new issues as discussed in the Confidential
Private Placement Memorandum. In order for the Fund to determine whether an investor is eligible to, and
to what extent it may, participate in new issues (as defined in NASD Rule 2790, as the same may be
amended, supplemented or replaced from time to time), the Subscriber must complete the following
questionnaire. Ultimately, it is the decision of the Fund whether an Subscriber is eligible to participate in
new issues. Please initial each item if the Subscriber is making the representations in that item.
(1)
The Subscriber wants the Fund to consider the Subscribers

eligibility to participate in new issues via an investment in Class
A Shares.
_________
(Initial)
If the Subscriber does not initial item (1), the Subscriber will
receive Class B Shares, generally not participate in profits or
losses from new issues and need not respond to the
remainder of this questionnaire. If item (1) is initialed, the
Subscriber must respond to each of items (2) through (15)
below in order for the Fund to determine its eligibility for
Class A Shares.
(2)
If the Subscriber is an individual (or individuals), he/she/they

must respond to both items (a) and (b) below. If the Subscriber
is an entity (i.e., not a natural person or persons), it must provide
information responsive to either item (c) or (d) below.
(a)
State the occupation of the Subscriber(s).

If the
Subscriber is not employed, write not employed. If the
Subscribers employment is related in any way to the
financial services industry, please include a brief
description of the Subscribers duties. Attach additional
pages if necessary.
___________________________________________________
___________________________________________________
___________________________________________________
___________________________________________________
S-13
(b)
List all businesses in which the Subscriber is an officer,

director, employee and/or shareholder (not including
publicly traded companies that are listed on a national
securities exchange or traded on the Nasdaq National
Market). Attach additional pages if necessary.
_________
(Initial)
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
(c)
If the Subscriber is an entity, provide a list of all persons

with a beneficial interest in the Subscriber, including for
each person listed the information requested in questions
(2)(a) and (2)(b) above. Attach additional pages if
necessary.
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
OR
(d)
As an alternative to (c) above, an investment partnership

or corporation may provide the Fund with a written
representation in the form attached to these Subscription
Documents as Exhibit C. Such Subscribers that choose
to provide information set forth in Exhibit C need not
complete the remainder of this questionnaire.
(3)
Neither the Subscriber nor any person who has a direct or

indirect economic interest, such as the right to share in gains or
losses (Beneficial Interest) in the Subscriber (an "Owner") is a
member of the NASD.
(4)
Neither the Subscriber nor any Owner is a broker-dealer, a nonpublicly traded affiliate of a broker-dealer, or an officer, director,
general partner, associated person or employee of an NASD
member or any other broker-dealer (other than a limited business
broker/dealer).
_________
(Initial)
_________
(Initial)
S-14
(5)
(6)
(7)
Neither the Subscriber nor any Owner is an agent of an NASD

member or any other broker/dealer (other than a limited business
broker/dealer) that is engaged in the investment banking or
securities business.
Neither the Subscriber nor any Owner (i) acts as a finder in
respect to public offerings or (ii) acts in a fiduciary capacity to
the managing underwriter of public offerings, including, among
others, attorneys, accountants and financial consultants.
Neither the Subscriber nor any Owner has authority to buy or
sell securities for a bank, savings and loan institution, insurance
company, investment company, investment advisor, or collective
investment account (including but not limited to hedge funds,
investment partnerships, investment corporations or any other
collective investment vehicle that is engaged primarily in the
purchase and/or sale of securities but not including any legal
entity beneficially owned solely by immediate family members
(a family investment vehicle) or a group of friends, neighbors,
business associates or others that pool their money to invest in
stock or other securities and are collectively responsible for
making investment decisions (an investment club)).
(8)
Neither the Subscriber nor any Owner is a person who is listed

or required to be listed in Schedule A, B or C of a Form BD
(other than with respect to a limited business broker/dealer),
except persons identified by an ownership code or related to a
person listed on Schedule A identified by an ownership code of
less than 10%.
(9)

be listed, in Schedule A of a Form BD (other than a reporting
(10)

be listed, in Schedule B of a Form BD (other than a reporting
________
(Initial)
_______
(Initial)
_______
(Initial)
_________
(Initial)
_________
(Initial)
_________
(Initial)
S-15
(11)
(12)
(13)
(14)

numbers (6) and (7) above and materially supports or receives
material support from such person.
numbers (4), (5), (8), (9) or (10) above and in either (a) or (b)
below:
_________
(Initial)
(a)
materially supports such person listed in numbers (4), (5),

(8), (9) or (10) or receives material support from such
person; or
(b)
such person listed in numbers (4), (5), (8), (9) or (10) is

not an owner or affiliate of an NASD member that has the
ability to control the allocation of the new issues.
(a)
Neither the Subscriber nor any Owner is a broker-dealer,

or owner of a broker-dealer, that is organized as a limited
partnership or similar corporate structure (a Joint Back
Office Dealer).
_______
(Initial)
(b)
If the Subscriber or any Owner is a Joint Back Office

Dealer, the accounts of its beneficial owners do not
include restricted persons as defined under NASD Rule
2790 with a beneficial interest exceeding 10%.
Neither the Subscriber nor any Owner is a non-U.S.
government or a non-U.S. retirement and benefit plan.
_______
(Initial)
(a)
(b)
(15)
_________
(Initial)
If Subscriber or any Owner is a non-U.S. government or a

non-U.S. retirement and benefit plan, the accounts of its
beneficial owners do not include restricted persons as
defined in NASD Rule 2790 with a beneficial interest
exceeding 10%.
Neither the Subscriber nor any Owner is a benefit plan

established under the Employee Income Security Act (ERISA)
that is qualified under Section 401(a) of the Internal Revenue
Code that is sponsored solely by a broker-dealer.
_______
(Initial)
_______
(Initial)
_______
(Initial)
S-16
(16)
The Subscriber has initialed each Questions (3) through (15)

above and knows of no other reason why it would be deemed a
New Issue restricted person.
_________
(Initial)
S-17
SET 1 of 2
________________________________
Name of Subscriber
_________________________________
(Signature)
________________________________
Name and Title
Dated: ___________________________
IF SIGNED UNDER A POWER OF ATTORNEY, SUCH POWER OR A DULY CERTIFIED

COPY MUST ACCOMPANY THIS FORM. ANY CORPORATE APPLICANT SHOULD SIGN
UNDER THE HAND OF A DULY AUTHORIZED OFFICIAL WHO SHOULD STATE HIS
REPRESENTATIVE CAPACITY. IF THE HOLDING IS TO BE REGISTERED IN JOINT NAMES,
FULL DETAILS MUST BE DISCLOSED AND ALL JOINT HOLDERS MUST SIGN THE FORM.
S-18
The foregoing Subscription Agreement is hereby accepted by the undersigned as of the date set
forth below:
(FUND NAME), LTD.
By:
____________________________
Name:
Title:
S-19
Set 2 of 2
________________________________
Name of Subscriber
_________________________________
(Signature)
________________________________
Name and Title
Dated: ___________________________
IF SIGNED UNDER A POWER OF ATTORNEY, SUCH POWER OR A DULY CERTIFIED

COPY MUST ACCOMPANY THIS FORM. ANY CORPORATE APPLICANT SHOULD SIGN
UNDER THE HAND OF A DULY AUTHORIZED OFFICIAL WHO SHOULD STATE HIS
REPRESENTATIVE CAPACITY. IF THE HOLDING IS TO BE REGISTERED IN JOINT NAMES,
FULL DETAILS MUST BE DISCLOSED AND ALL JOINT HOLDERS MUST SIGN THE FORM.
S-20
The foregoing Subscription Agreement is hereby accepted by the undersigned as of the date set
forth below:
(FUND NAME), LTD.
By:
____________________________
Name:
Title:
S-21
EXHIBIT A
FORM OF INCUMBENCY CERTIFICATE
The undersigned, being the ___________________ of __________________________,
Insert Title
a ___________________ organized under the laws of __________________________________
(the Company), does hereby certify on behalf of the Company that the persons named below are
directors and/or officers of the Company and that the signature at the right of said name, respectively, is
the genuine signature of said person and that the persons listed below are each an authorized signatory for
the Company.
Name
Title
Signature
______________________
______________________
______________________
______________________
______________________
______________________
______________________
______________________
______________________
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the ______ day of
____________________, 200__.
____________________________
THE UNDERSIGNED, ____________________, a duly authorized ______________
Insert Title
of the Company, does hereby certify that _____________________ is a duly authorized Officer
of _________________ and that the signature set forth above is [his][her] true and correct
Insert Name of Company
signature.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the __ day of
_____________, 200__.
__________________________
S-22
EXHIBIT B
AML CERTIFICATION FORM
TO BE COMPLETED BY FUND OF FUNDS OR ENTITIES THAT SUBSCRIBE ON BEHALF
OF THIRD PARTIES
By Using this Form, the Undersigned Represents that it is Located in a FATF Member Jurisdiction
The undersigned, being the ________________ of ______________________________,
Insert Title
a _______________________ organized under the laws of ______________________________

(the Subscriber), does hereby certify that it is aware of the requirements of the USA PATRIOT Act of
2001, the regulations administered by the U.S. Department of Treasurys Office of Foreign Assets
Control, and other applicable U.S. federal, state or non-U.S. anti-money laundering laws and regulations
(collectively, the anti-money laundering/OFAC laws). As an entity regulated by ____________ (Insert
Appropriate Regulatory Agency) in the _____________ (Insert Jurisdiction) (a FATF member
jurisdiction) the Subscriber has/have anti-money laundering policies and procedures in place reasonably
designed to verify the identity of its [beneficial holders] [underlying investors] and, to the extent required,
their sources of funds. Such policies and procedures are properly enforced by the Subscriber.
After due inquiry, the Subscriber hereby represents to (FUND NAME), Ltd. that, to the best of its
knowledge, the Subscribers [beneficial holders(s)] [underlying investor(s)] are not individuals, entities or
7
countries that are identified on the list maintained by the U.S. Office of Foreign Assets Control .
Date: ____________
By: __________________________
Name:
Title:
The list may be found at http://www.ustreas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf.
S-23
EXHIBIT C
FORM LETTER OF REFERENCE
TO BE COMPLETED BY ALL INVESTORS FROM NON-FATF JURISDICTIONS
[LETTERHEAD OF LOCAL OFFICE OF FATF MEMBER BANKING INSTITUTION OR
BROKERAGE FIRM]
(FUND NAME), Ltd.

c/o [Administrator]
[Address]
Telephone:
[]
Facsimile:
[]
To Whom It May Concern:

I, _________________, the ________________ of _____________________, do hereby
Name
Title
Name of Institution
certify that ___________________ has maintained an account at our institution for _____________
Name of Subscriber
Insert Period
years and, during this period, nothing has occurred that would give our institution cause to be
concerned regarding the integrity of ________________________.
Name of Subscriber
Do not hesitate to contact me at ______________________ if you have any further questions.
Insert Telephone Number
Very truly yours,
_____________________________
Name:
Title:
S-24
EXHIBIT D
BENEFICIAL OWNERSHIP INFORMATION
TO BE COMPLETED BY ENTITY SUBSCRIBERS THAT ARE PRIVATELY HELD ENTITIES
FROM NON-FATF JURISDICTIONS
Instructions: Please complete and return this EXHIBIT D and provide the name of every person who is
directly, or indirectly through intermediaries, the beneficial owner of 25% or more of any voting or nonvoting class of equity interests of the Subscriber. If the intermediarys shareholders or partners are not
individuals, continue up the chain of ownership listing their 25% or more equity interest holders until
individuals are listed. If there are no 25% beneficial owners, please write none.
Full Name
If Shareholder is an Individual,
Insert Name and Address of
Principal Employer and Position
Citizenship
(for Individuals) or
Principal Place of
Business (for Entities)
S-25
EXHIBIT E
TRUST OWNERSHIP INFORMATION
TO BE COMPLETED BY ENTITY SUBSCRIBERS THAT ARE TRUSTS FROM NON-FATF
JURISDICTIONS
Instructions: Please complete and return this EXHIBIT E and provide the name of: (i) every current
beneficiary that has, directly or indirectly, an interest of 25% or more in the trust; (ii) every person who
contributed assets to the trust (settlors or grantors); and (iii) every trustee. If there are intermediaries that are
not individuals, continue up the chain of ownership listing their 25% or more equity interest holders until
individuals are listed.
Full Name and Address
Status
(Beneficiary/Settlor/
Trustee)
Citizenship
(for Individuals) or
Principal Place of
Business (for Entities)
S-26
EXHIBIT F
NASD NEW ISSUE REPRESENTATION AND WARRANTY
SUBSCRIBING FOR CLASS A SHARES
The Subscriber represents and warrants that:
(a)
it is familiar with National Association of Securities Dealers (the NASD) Rule
2790, as the same may be amended, supplemented or replaced from time to time (the NASD Rule), and
its provisions; and
(b)
it is eligible to purchase new issues, as that term is defined in the NASD Rule, in
compliance with the NASD Rule. The basis for the Subscribers eligibility to purchase new issues is as
8
follows (initial the applicable basis for eligibility) :
(1) no person having a beneficial interest (as defined in the NASD Rule) in the
Subscriber is a restricted person (as defined in the NASD Rule) or, if a person holding a beneficial interest
could be considered a restricted person, such person otherwise falls within the exemptions stated in
sections (c)(1-3) or (c)(5-10) of the NASD Rule; or
(2) no more than 10% of the Subscribers total beneficial interests is attributable,
in the aggregate, to beneficial interest holders who are restricted persons; (Complete the following if
this option is initialed: the percentage of the Subscribers total beneficial interests attributable to
restricted persons is __%); or
(3) the Subscriber has procedures in place to ensure that restricted persons with a
beneficial interest in the Subscriber do not participate in any new issues received by the Subscriber or any
participation by such restricted persons is in compliance with the NASD Rule.
The Subscriber agrees to promptly notify the Fund if the foregoing representation becomes
inaccurate.
IN WITNESS WHEREOF, the undersigned has executed this representation and warranty as of the
____ day of __________, 200___.
______________________________
Name of Subscriber
________________________________
[Name of entity authorized to make
representation on behalf of Subscriber]
By:______________________________
Name:
Title:
8
If none of the options is initialed, the Subscriber will be treated as a restricted person. It is possible, though unlikely,
that Subscribers who indicate they are eligible to purchase new issues based on (b)(2) and (b)(3) above may be treated as
restricted due to subsequent guidance from the NASD, or based upon a determination made by the Fund. The Fund may request
additional information from the Subscriber, or anyone making the representation on behalf of the Subscriber, in order to
determine whether the Subscriber is eligible to participate in the Funds new issue purchases.
S-27
(FUND NAME), LTD.

REDEMPTION REQUEST
(FUND NAME), Ltd.

c/o [Administrator]
[Address]
Telephone:
[]
Facsimile:
[]
Dear Sirs:
The undersigned hereby requests redemption, as defined in and subject to all the terms and
conditions of the Memorandum and Articles of Association of (FUND NAME), Ltd.(the Fund), and the
Confidential Private Placement Memorandum of the Fund dated [DATE], as may be amended and
supplemented from time to time, of the number and Class and Series of Shares detailed below in an
amount equal to their applicable Net Asset Values, as defined in the Confidential Private Placement
Memorandum.
Redemption of a Shareholders Shares may be made, subject to the terms of the Confidential
Private Placement Memorandum, provided that this request for redemption is received by the
Administrator at least forty-five (45) days prior to such effective date.
The undersigned (either in an individual capacity or as an authorized representative of an entity, if
applicable) hereby represents and warrants to be the true, lawful and beneficial owner of the Shares to
which this redemption request relates, with full power and authority to request redemption of such Shares.
Such Shares are not subject to any pledge or otherwise encumbered in any fashion.
S-28
Redemption Information
Number, Class and Series of Shares
Being Redeemed :
Desired Date of Redemption
_____________________________________________
Name and Mailing

Wishing to Redeem
Name and Address of

Registration (if different)
Name and Address of

Financial Institution to
which Redemption
Proceeds are to be
transferred (including
a bank account number and
wiring instructions
if appropriate)
_____________________________________________
Name of Subscriber
(Signature)
________________________________
Name and Title
Dated:
If no Class or Series is specified, redemptions will be done on a first in first out basis.
S-29
PAYMENT OF REDEMPTION PROCEEDS IS SUBJECT TO THE TERMS AND CONDITIONS SET

FORTH IN THE MEMORANDUM. REDEMPTION OF SHARES REQUIRES AT LEAST FORTYFIVE (45) DAYS PRIOR WRITTEN NOTICE TO THE ADMINISTRATOR. REQUESTS FOR
REDEMPTION RECEIVED AFTER 5:00 P.M. (CAYMAN ISLANDS TIME) WILL BE TREATED AS
REQUESTS FOR REDEMPTION RECEIVED AS OF THE NEXT BUSINESS DAY.
S-30
MARKETING
PRESENTATION
CHECKLIST
Marketing Presentation Checklist

Below is a list of the items that all marketing presentations should include. It is
important to subscribe to the KISS principle when creating the document. Also,
dont add pages for heft the weight of the presentation is based on the
information not on the number of pages.
Who are you?
What you do; for how long?
Explain the Investment Strategy in detail,
Explain Infrastructure of firm, currently and planned.
List Service Providers. (Lawyers, Administrators, Accountant, Custodian,
Prime Broker and others that you work with).
Provide Information on who runs the firm, who manages the money and
bios of all principals.
Provide track record information.
Provide contact information.
Make sure you have appropriate disclaimers.
MANAGER
CHECKLIST
Managers Checklist
Office Space
Insurances
Utilities
Payroll
Technology
Technology Information Vendor
Legal
Accountants
Administrative
Staffing
Marketing
Office Supplies
Logistical Headaches
Due Diligence
Questionnaire
Standard Due Diligence: (NAME) Fund

General Information
1. Please describe all the strategies you deploy in the (NAME) Fund (e.g. fixed income arb, convertible arb, event
arb, long/short equities, etc.): The core tenet of (NAME)s investing strategy is relative value investing. In general,
relative value investing in the (NAME) Fund involves the purchase of undervalued securities and hedging with fair
value or overvalued securities. Regardless of the specific asset class, this is the core of the strategy. Current asset
classes involved in the multi-strategy portfolio include Mortgage Arbitrage, Global Fixed Income Arbitrage,
Convertible Bond Arbitrage, Event Driven Arbitrage, and Capital Structure Arbitrage. The asset allocation is
dynamic, dependent upon current market conditions and opportunities in specific asset classes. The expectation is that
the multi-strategy fund will have an improved risk/return profile, since the fund has a wide investment universe and a
large set of markets to explore for hedging purposes.
2. Do you operate in all markets globally or do you limit yourself to specific markets? Globally.
3. What do you consider the revenue prospects to be for the strategies you exploit? We anticipate a Libor + xxx basis
points to LIBOR + xxx basis points annual return profile with a minimum of volatility and drawdown. The strategy is
designed to be market neutral, so market conditions should have limited impact. There is no guarantee of
performance.
4. Please describe for each of your major funds, their name, whether they are on or offshore, the strategies followed,
and fees: x% Management fee accrued and paid monthly with a xx% Incentive fee accrued monthly and paid
annually.
(NAME) Fund, LP and Convertible (NAME) Fund, Ltd.: with onshore and offshore spokes. Convertible
Securities Arbitrage.
(NAME)Global Fund LLC and (NAME) Global Fixed Fund Ltd.: Global Sovereign debt, GSE, MBS, ABS
and corporate debt relative value trading.
(NAME) Fund LLC and (NAME) Fund Ltd.: with onshore and offshore spokes.
(NAME)Global Fund LLC and (NAME) Global Fund Ltd.: with onshore and offshore spokes. Directional
value/ correlation positioning fund.
A. Investment Process
1. How do you identify profit opportunities in each of your strategies? What quantitative tools do you use? In each of
the strategies, we perform intense analysis of individual securities, identify undervalued securities, and develop
hedging plans. The combination of the security and its hedge are stress-tested to assure the efficacy of the hedge. Risk
Management reviews portfolios to assure compliance with fund guidelines. Additionally, stress-testing is an ongoing
process in which we monitor possible changes in market conditions. (NAME) possesses a rare combination of
technology, experience and discipline, all of which are utilized in the investment process. All quantitative tools have
been developed internally, and are subject to constant review and improvement.
2. What is your investment time horizon? Typically, strategy horizons from entry to exit range between x and x
months.
3. Risk management: a) Please describe the key risks to each strategy (e.g., interest rates, pre-payment, credit, etc.).
Risks are detailed more fully in the Private Placement Memorandum of the fund and investors should consult this for
a more complete description.
i) Mortgage backed securities: Risk in any strategy is determined by five factors:
Interest rate risk. Portfolios are managed on a duration neutral basis. Consequently, portfolios will have
minimal exposure to movement in interest rates.
Yield Curve risk. Mortgage securities may have specific and varying exposures to certain parts of the
yield curve. Key rate duration is performed on all securities (and is part of the hedging process), which
enables (NAME) to negate this exposure.
DISCLAIMER: THIS MATERIAL IS TO BE USED ONLY AS AN ILLUSTRATION AND NOT FOR PREPARATION OF DOCUMENTS;
NOR DOES IT ANY WAY CONSTITUTE LEGAL OR ANY OTHER FORM OF ADVICE.

Page 1 of 8
Spread risk. As (NAME) Mortgage Arbitrage portfolios will be long mortgage securities and generally
short something other than mortgage securities, mortgage basis risk is present. However, diligent security
selection is one of the many techniques designed to minimize this risk.
Convexity and volatility risk. Convexity and volatility exposures are hedged by offsetting
instruments and options strategies.
Liquidity risk. In general, under certain circumstances, repurchase markets may slow down and cause
liquidity constraints. Consequently, term financing arrangements are pursued, which better match the
investment cycle and are largely protected against short-term liquidity issues. Additionally, multiple
borrowing relationships are utilized to diversify away dependence on any specific lender.
ii) Global Fixed Income Arbitrage strategy:

Interest rate risk. Portfolios are managed on a duration neutral basis. Consequently, portfolios are
structured to minimize exposure to movement in interest rates.
Yield Curve risk. All fixed income securities may have specific and varying exposures to certain
parts of the yield curve. Key rate duration is performed on all securities (and is part of the hedging
process), which enables (NAME) to negate this exposure.
Liquidity risk. In general, under certain circumstances, repurchase markets may slow down and constrain
liquidity. Consequently, term financing arrangements are pursued, which better match the investment
cycle and are largely protected against short-term liquidity issues. Additionally, multiple borrowing
relationships are utilized to diversify away dependence on any specific lender.
Spread risk. The global fixed income arbitrage strategy is based on spread relationships of correlated
instruments. The security selection process isolates advantageous situations, so the risk from adverse
spread movements is minimal.
Strategy correlation risk. The portfolio is stress tested under varying market environments to assure
the expected minimal correlations across the portfolio. Positions will be added to minimize ongoing
risk.
iii) Convertible debt arbitrage strategy:
Spread risk. Convertible Arbitrage comprises unique security positions, which may narrow or widen
relative to Libor or government bonds depending on market conditions. Beta hedges on the
portfolio including the arrangement of credit- oriented swaps mitigate the potential spread risk.
Convexity risk. Convexity is hedged by offsetting instruments and listed options.
Volatility risk. In general convertibles are long the conversion option, therefore in most
circumstances, there is long volatility. This is managed through diversification and trading of listed
options.
Issuer risk: This is subsumed in the spread and volatility risks, but it is critical that solid fundamental
and credit analysis guide investment decisions to minimize single-name or sector specific risks.
iv) Event-driven strategy: Risk in any event-driven transaction is determined by several factors, some of
which include:
government and regulatory agency intervention risk,
fundamentals of the companies, their balance sheets and other relevant information,
general market conditions that affect deal prices, the collar bands being exceeded etc.,
appearance and effect of other interested parties on the deal table such as competing acquirers,
consumer groups, and active shareholders.
b) Please detail the investment process from trade assessment, execution and risk management.
Core Exposure Management:
(NAME) attempts to:
(1) Minimize fund exposures to the outright level and direction of interest rates (if it is a relative-value/arbitrage
investment vehicle).
(2) Minimize fund exposures to the outright level and direction of equity prices (if it is a relative-value/arbitrage
investment vehicle).

Page 2 of 8
(3) Control drawdowns and help preserve capital, by running and analyzing risk exposure reports, stress tests,
managing correlations. Traders must monitor and judiciously manage and if necessary liquidate positions whose
realized performance profile does not match prior analysis, payoff criteria, expectations, or changes in market
fundamentals change the positions or portfolios original risk-return characteristics.
The Process of FrontLine Investment Analysis and Risk Management:
The process of risk assessment and management ranges from trade identification, to execution, to trade risk
management and through operations. This process is continuous and proceeds generally as follows:
(1) Dimensions of anomaly/dislocation/arbitrage/investment opportunity relative to market information and
events, and economic or mathematically determinable relationships are identified and analyzed.
(2) Dimensions of arbitrage opportunities relative to historical and experiential data; core economic/ technical /market
reason for the existence of arbitrage opportunity are identified and analyzed; estimates of temporal duration and
persistence of arbitrage opportunity are obtained; and probabilistic and economic assessment of further movements in
the securities is evaluated.
(3) The correlation of a proposed investment position with current portfolio of investments is determined.
Investment opportunities, which reduce the correlation risk in the portfolio, have a significantly higher
likelihood of being executed.
(4) Availability of hedge instruments, which allow for the isolation and extraction of the relative value
opportunity and minimize exposure to other market risks is identified and calculated.
(5) Financing (e.g. repurchase agreements) markets, liquidity, and opportunity are reviewed. For example,
liquidity of relevant securities and execution channels ensuring optimality vis--vis transaction costs is analyzed.
(6) An exit strategy in terms of profit-taking and loss minimization is developed.
(7) Ensuring security type, trade sizing and risk exposures do not exceed any regulatory limits or limits specified
in investment strategy guidelines.
(8) Trader/Portfolio Manager performs trade checking at the system input stage.
(9) Subject to the guidelines established by the Risk Management team, the portfolio management teams
judgment and analysis also plays a role in the assessment of overall risk and its management: i.e., the sum total
of portfolio manager assessments of all available information, statistical estimates and general/specific market
conditions are vital tools in accurately assessing trade and portfolio risk.
(10) Portfolio management teams are held primarily responsible for trade input into the operations system.
Therefore portfolio management teams must check out trade ticket entries.
(11) All portfolio management teams must adhere to any limits set by Risk-Management at all times.
Summarizing, at the portfolio level, factors such as inter-strategy correlation, size of the exposure and fit for the
portfolio are to be considered in order to ensure that the portfolio does not have any one way positions across the
portfolio and the diversification across strategies is maintained. Existing positions may be modified depending
on the opportunities in the marketplace and assessments of different, portfolio specific diversification
requirements. From experience and investment philosophy, portfolio managers are instructed when warranted to
be relatively quick in exiting losing positions.
Finally, tail event and systemic risks must be monitored and managed through (a) purchase of options in the
tails, i.e. options which cover extreme market moves; (b) purchase of default protection for credit exposures;
(c) overall portfolio structure.
Operations:
The firm has an Operations division whose functions range from:
(1) Trade verification and checkout.
(2) Day to day operation cash-flow management and securities handling duties.
(3) Delivery of risk and position reports and p&ls to desk and principals.
(4) Coordination with technology and systems division for ensuring appropriate operational management of all
relevant operational function.
Oversight Function of Risk Management Policies/Protocols:
All portfolio management teams have a joint morning meeting daily, chaired by the firms Chief Investment
Officer, where they report and discuss major positions, major exposures, market developments and impact on
every portfolio. The firm-wide risk-management team evaluates all positions and monitors their progress to:

Page 3 of 8
a.
b.
c.
d.
e.
f.
g.
h.
i.
j.
Ensure adherence to prescribed regulatory and investment guidelines.

Help define risk exposure levels, in consultation with senior portfolio managers, and ensure
that these levels are maintained (this will depend on the type of trade, investment strategy).
Assist in structuring trades which attempt to minimize risk and withstand systemic/tail events.
Oversee the generation of daily risk and position reports in the Risk Management System.
This requires the Risk Management team to coordinate efforts with research and technology,
and operations.
Lead and coordinate development of risk management technology and tools with portfolio
management and systems development teams.
Ensure portfolio stress and scenario analysis are run, updated and made available to portfolio
management to enhance decision-making.
Examine risk reports and stress test analysis to detect any unintended or unanticipated or
incidental risk exposures, and ensure such are rectified immediately by trading team.
Coordinate and oversee efforts with documentation team to ensure counter-party credit
agreements are drafted and executed with terms that are in the best interests of clients, and are
fair and equitable to all parties concerned, and in keeping with industry standards and
practices.
Work with (NAME) Legal team to assist in ensuring relevant documents provide clients with
the suitable and equitable terms.
The risk management team reports directly to the Chief Investment Officer of (NAME), who
oversees portfolio risk for all clients. The CIO reports directly to the President and they advise
portfolio managers as and when they see fit.
Finally, for a complete description of potential risk factors for the (NAME) Fund, please see the Risk Factors
section, pages xxx, of (NAME) Funds Private Placement Memorandum.
c) How do you calculate your hedges and what instruments do you use? With all strategies, all identifiable
risks are analysed and relevant ones are hedged as desired in a cost-effective manner. Certain basis risks
may exist as a structural necessity. Hedge instruments include other securities, treasuries, swaps, and
options.
4. How much leverage do you typically use? Leverage is achieved through repurchase agreements and levels of
leverage depend very much on the risk-reward opportunity and relative liquidity of the instruments being traded
by the fund. 1) Mortgage arbitrage: The recent average has been around xx. 2) Global fixed income arbitrage
strategy: recently, the leverage has ranged between xx and xxx. 3) Convertible arbitrage strategy: Leverage has
recently averaged xxx. Leverage is achieved through margin borrowing in the convertible strategy.
5. Describe your cash management policy? Cash positions including those in margin accounts are reconciled daily
by our operations department. The Funds custodian, the (NAME), holds cash, collateral and securities. Our
financing trading team is charged with ensuring that we optimise in terms of return on cash, and this is
implemented by our active participation in the repo market. Finally, we strive to maintain sufficient levels of
unencumbered cash in the fund which are more than enough for operating under regular market conditions and
allow the fund to deal with unforeseen contingencies in times of market dislocations
6. What systems (programs, etc.) are used for fund management on a regular basis? Of the many in-house
systems, a sample includes (a) models to generate yield curves (splines etc.) for bond and swap valuation, (b)
PCA and related analyses to evaluate yield curve strategies, (c) models evaluating the basis and different
delivery options between futures and cash markets, (d) term structure models ranging from Hull-White to more
complex factor models, (e) Multi-currency models, (f) models for evaluating volatilities cash, futures and swap
markets, etc.
The primary system for risk analysis/monitoring is a proprietary interactive system called (NAME). In brief, this
system allows one to analyse every fund managed by (NAME). (NAME) has drill-down abilities for a plethora
of analyses from basic risk measures to batteries of stress tests beginning at the fund level all the way down to
the single position level.

Page 4 of 8
The (NAME) is the proprietary system used by the (NAME) to process all trades related to portfolio
management. It is more than just a ticket entry system since every trade executed follows a number of stages
with full documentation and accountability of any changes or updates made at each point. Additionally, the inhouse applications provide tools to independently verify P&L, hedging and position maintenance parameters
(i.e., cashflow, margins, cancel/corrects, claims, collateral mgmt).
7. How many positions do you typically hold? The number of positions depends primarily on market
opportunities, and desired level of diversification.
B. Turnover
1. Approximate annual turnover: Mortgage-backed securities: xxx%; Global arbitrage: xxx%; Convertible
Arbitrage: xxx%
C. Investment Information
1. Macro outlook for your strategies and revenue potential Our investment strategy is generally not dependent
upon macro market conditions. Current conditions suggest a favourable environment for arbitrage strategies.
2. Fund performance and net asset value. Since several asset classes are involved in many different strategies;
we find such attribution of P&L varies considerably depending on markets and hence not entirely meaningful. In
positions and strategies contributions to p&l may differ considerably year over year.
D. Company and Management Information

1. People: any changes, particularly to key professional staff: (NAME) currently employs a staff of xxx
employees (see organizational chart).
2. Infrastructure: any substantial changes: Improvement is an ongoing trend in all areas: systems, client service
and our trading process. We continue to evaluate our process in respect to changes in the marketplace and make
the appropriate improvements.
E. Company Information
1. Who are the major shareholders (more than, say, 10% holding) in the company? The company is owned by a
holding company, which is owned by (NAME). In addition, there are x principals but they do not have an
ownership stake.
2. Please provide details on the people in your firm: See attached organizational chart and biographies.
3. Employee compensation: Employees receive a salary and an annual bonus, which is determined by the
principals. It is based on overall firm performance and employee contribution in achieving the same.
4. Is the company financially sound? Yes.
5. Who are the offshore funds administrators? (NAME)
F. Infrastructure
1. Please describe the trade execution, confirmation and post-trade accounting and valuation process,
identifying which stages are automated. (NAME) has developed a number of modules and utilities used for
daily trading: The system used by (NAME) to process all trades related to portfolio management is more than
just a ticket entry system. Every trade executed follows a number of stages with full documentation and

Page 5 of 8
accountability of any changes or updates made at each point: 1) Initial Entry - done by the trader, 2) Checkout trade details confirmed with the counterparty, 3) Confirmation - on settlement date. Major emphasis in the
design of the system has been placed on minimizing the input required by the user with specific focus on
minimizing and preventing entry errors. For a security trade the only input needed by the trader is the name of
the security, the face amount and its price. All the relevant trade details (CUSIP, factor, accrued interest, and
total cash) are provided or calculated by the system to prevent possible entry errors. All the operations handled
by the system are designed to increase reliability and efficiency and as a result, decrease the number of
employees required to handle a very large trading volume. The integrity of the trading system is protected by its
ability to restrict different users of the system to perform only specific operations. Settlement processing,
security pair-offs and cash pair-offs are much easier to manage and monitor by combining the trading and
financing functions within a single system. A large number of reports are available to the user, including cash
availability, profit and loss statement, future activity, principal and interest payments and claims. The system
currently handles the trading, financing and hedging activity for all the funds managed by (NAME).
2. Who is responsible for trade execution, confirmation and post-trade accounting and valuation? What
controls are in place to maintain these separate from portfolio management? The trading desk works as a
team on the portfolio. All executed trades are input into our proprietary ticket system. Trading and settlement
areas are segregated. The back office works directly with our counterparties and our custodian to settle trades.
The step-by-step process is as follows:
1. Trades are entered into the system by the trading desk.
2. Our back office immediately accesses the information, and is responsible for verifying the details of the
trade and implementation of the settlement process with the relevant counterparties.
3. Accounting reports are generated by our system and are compared with the administrator and custodian on
a daily basis. This process alleviates any problems or questions that may arise on settlement date.
4. We receive confirmations on each trade, which are then matched against our records.
5. Monthly statements from brokers are received and filed accordingly.
3. How are positions valued and priced?
Please refer to Memorandum for a detailed description.
4. What contingency arrangements do you have in place? We have set up several levels of defence against
contingencies to prevent any disruptions. (NAME)s portfolios are backed up daily on multiple network servers and
distinct hard copies are also generated everyday. The systems are maintained and backed up so that in the event of
an emergency, they can be managed from two remote locations, one in (NAME) and the other in (NAME).
G. Liquidity & Fees

1. Liquidity terms & conditions: Subscriptions are monthly. Redemptions are quarterly with xx-day prior notice.
The minimum investment is $xxx.
2. How liquid are the instruments in the portfolio? This would be dependent on market conditions.
3. Please detail all fees and expenses:
Management fees: x%
Performance fees: xx%
Up-front fees: N/A
Redemption fees: Redemptions are quarterly with xx days notice. x% redemption fee if initial investment is
withdrawn within the first twelve months.
H. Compliance
1.
Who is responsible for compliance in the firm?

Page 6 of 8
The CFO works in conjunction with the Legal Department.

2. With regard to contractual agreements with the companies with which you trade, what types of controls
are in place with regard to updating the agreements? Are they updated on a regular (e.g., every 5 years)
basis?
Counterparties are selected and authorised by the CFO. Upon Approval, (NAME) is notified and documentation
is put in place. Contractual agreements with counterparties are updated in keeping with market practice. Our inhouse counsel reviews all counterparty agreements to ensure compliance with all rules and regulations of
regulatory authorities. (NAME) carefully monitors the market value of securities pledged and received to and
from its counterparties. A daily reconciliation of all collateral positions maximises the use of cash and
collateral. All market-to-market requests issued by counterparties are carefully reviewed by the manager of
operations who has many years of front and mid-office experience. When warranted, market valuations will be
reviewed with the applicable portfolio manager. All legal issues at the firm are dealt with by our in-house legal
team and whenever necessary we search advice from external legal experts.
3.
Please list your accountant and attorney of the company: See Private Placement Memorandum
4. Is there any material, criminal, civil or administrative proceedings pending or threatened against the
firm or any of its principles, or have there been any such matters?
There have been no complaints, proceedings, etc. involving the Fund, (NAME) or its principals
investment/securities activities. (NAME) was previously involved in arbitration with a third-party consultant
wherein most of the consultant's claims were dismissed. (NAME) is presently involved with arbitration with a
third-party consultant regarding the consultants fees. We do not believe their claims to have merit, and in any
event, they are not material to the firms business. (NAME) has interposed a counterclaim against the third
party consultant for breach of contract, which exceeds the claimants claims for damages. To the best of the
firms knowledge and belief there have been no complaints, proceedings, etc. involving (NAME) employees
investment management activities.
5. What are the firms employee own account dealing procedures?
Employees are responsible for reporting and receiving approval for any transaction which may be similar to
transactions entered in to by the firm. Duplicate monthly brokerage statements are maintained on file for each
employee. A more detailed description of this procedure is outlined in the firms employee manuals.

Page 7 of 8
*(NAME): IMPORTANT DISCLAIMERS

The information contained in these materials (collectively, the Materials), is exclusively for investors in Funds
sponsored by the (NAME) and select prospective investors. These Materials shall not constitute an offer to sell,
or a solicitation of an offer to buy, any securities, including an interest in any Fund described herein. No
such offer or solicitation may be made prior to the delivery of such Funds confidential private placement
memorandum. The memorandum is important and should be read in its entirety, along with all its exhibits, before
any offeree decides whether to invest.
These Materials are intended for educational, illustration and discussion purposes only and are qualified in their
entirety by reference to the more detailed information and disclosures contained in each Funds memorandum and
constituent documents. These Materials do not attempt to set forth all of the terms and conditions regarding an
investment in any Fund. These Materials contain certain information about certain Funds and their respective
investment strategies, objectives, portfolios, performance, investment terms and other information and do not
attempt to describe all of the Funds or investment strategies utilized by (NAME). No representation is made that the
Materials contain complete information about any Fund, including its summary of investment strategy, or complete
information about all of the products and services offered by (NAME). The investment strategies described may not
be suitable for all investors. These Materials are not intended to be and do not constitute investment advice by
(NAME) nor an opinion or recommendation by (NAME) regarding the appropriateness of any investment.
All performance information is net of fees and as of the dates shown. There is no assurance or guarantee that a
Funds investment strategy or objectives will be successful or that a Fund will be profitable or will not incur
losses. Investment results may vary substantially over time. No representation is made that any investor will or is
likely to achieve results comparable to those shown. Investors should not place undue reliance on such performance
in making a decision to invest. Past performance is no guarantee of future results.
Any example, graph or similar information regarding (NAME)s or a Funds investment strategy, risk, investment
results, portfolio profit and loss, allocations or investment process is presented for educational and illustration
purposes only and is intended to be used in a discussion of investment strategy, risk and/or process, not to suggest
investment performance. This includes certain trading information which otherwise would only be available to
traders and or analysts of (NAME). No representation is made that the information is complete or timely. The
information is not necessarily indicative of the performance or profitability of a Fund, (NAME), or any investor in
the past or future. Any statements or investment examples are non-factual in nature and constitute only views,
beliefs, opinions or intentions, as of the date shown, which are subject to change due to a variety of factors,
including fluctuating market conditions. No representation is made that such non-factual statements or examples
are now, or will continue to be, complete or accurate. No statement, example, graph or similar information should
be construed as an investment recommendation.
Certain information provided herein is based on third-party sources, including data obtained from recognized
statistical services, issuer reports or communications, and other sources. Although such information is believed to
be accurate, we have not verified such information and do not make any representations as to its accuracy or
completeness.
Indices and other financial benchmarks are provided for illustrative purposes only, are unmanaged, reflect
reinvestment of income and dividends and do not reflect the impact of advisory fees. Investors cannot invest
directly in an index. Comparisons to indexes have limitations because indexes have volatility and other material
characteristics that may differ from each Fund. For example, a Fund may typically hold substantially fewer
securities than are contained in an index. Indices also may contain securities or types of securities that are not
comparable to those traded by a Fund. Therefore, the Funds performance may differ substantially from the
performance of an index. Because of these differences, indexes should not be relied upon as an accurate measure of
comparison.

Page 8 of 8
These Materials are being provided to you on a confidential basis. Accordingly, these Materials may not be
reproduced in any manner, in whole or in part, and may not be delivered to any person without the prior written
permission of (NAME).

Page 9 of 8
Hedge Fund Budget
Minimum Start up Budget for Hedge Funds

Onshore
Offshore
Legal Fees
Filing Fees
Accountant Review of Operating
Documents
Operating Capital
$
$
50,000.00
1,500.00
$
$
12,000.00
2,000.00
$
$
5,000.00
100,000.00
$
$
5,000.00
100,000.00
Subtotal
156,500.00
119,000.00
TBD
TBD
TBD
TBD
15,000.00
TBD
TBD
TBD
TBD
12,000.00
Rent
Technology/Computers/Phones
Marketing and Promotion
Salary
Miscellaneous
DISCLAIMER: THIS MATERIAL IS TO BE

USED ONLY AS AN ILLUSTRATION AND
NOT FOR PREPARATION OF DOCUMENTS;
NOR DOES IT ANY WAY CONSTITUTE
LEGAL OR ANY OTHER FORM OF ADVICE.
CONTACT INFORMATION:
HedgeAnswers
141 South Ave.,
Suite 8
Fanwood, NJ 07023
T: (908) 680-0010
W: www.hedgeanswers.com
Email:
Bianca Razzanobr@globalcontentgrp.com
OR
Christine Enners- cenners@answersandco.com

The Fundamentals of Hedge Fund Managment

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MATERIAL FROM:

THE FUNDAMENTALS OF HEDGE FUND

For the Exclusive Use of:

(COMPANY NAME)FUND, LLC

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

The date of this Confidential Private Placement Memorandum is [DATE]

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION

GENERAL INFORMATION .......................................................................................................... i

(COMPANY NAME)Fund, LLC (the Fund) was organized as a limited

Managing Member &

( COMPANY NAME) LLC, the managing member of the Fund, is a Delaware

Investment Objective and

The Funds investment objective is to achieve superior capital appreciation by

investment accounts under their management; however, neither the Managing

The Fund is a relatively new entity with a limited operating history. An

The Fund is offering limited liability company interests (Interests) on a

The minimum initial subscription is [Amount] per subscriber, or such lesser

This offering is designed for sophisticated investors that satisfy the

In order to purchase an Interest, a subscriber must (i) complete, execute and

Fees, Expenses and the Performance Allocation

The Investment Manager receives a monthly management fee, in arrears, from

Fund as soon as practicable thereafter.

Organizational and Initial

Subject to certain restrictions, a Member may, upon at least 45 days prior

such term is defined in the Subscription Documents) or has otherwise breached

Although earnings are normally reinvested, distributions may be made at the

A Business Day is a day (other than a Saturday or Sunday) on which banks

A prospective investor is responsible for, and should consider carefully, all of

The Fund has retained [NAME] as its auditor.

Use of This Memorandum

THE MANAGING MEMBER AND THE INVESTMENT MANAGER

INVESTMENT OBJECTIVE AND STRATEGY

Investment Diversification. An investor who is not prepared to spend substantial time

Limited Liability. Unlike an individual who invests directly in Financial Instruments, a

Administrative Convenience. The Fund is structured to provide Members with numerous

BROKERAGE ARRANGEMENTS; CUSTODIAN

CERTAIN ERISA CONSIDERATIONS

SUBJECT TO LAWS SIMILAR TO ERISA AND/OR SECTION 4975 OF THE CODE) IS

RESPONSIBILITY OF THE MANAGING MEMBER AND THE INVESTMENT MANAGER

NONE OF THE MANAGING MEMBER, THE INVESTMENT MANAGER, THEIR DIRECTORS,

FEES, EXPENSES AND THE PERFORMANCE ALLOCATION

VALUATION OF THE FUNDS ASSETS

Financial Instruments listed or traded on any recognized foreign or U.S. organized

THE LIMITED LIABILITY COMPANY AGREEMENT

INCOME TAX CONSIDERATIONS

General Provisions. ...........................................................................................................1

Fees and Expenses. .........................................................................................................14

Fees and Expenses.............................................................................................14

Management of Fund Business ........................................................................14

Rights and Obligations of Members. ..............................................................................20

Conflicts Derived by Dual Status of the Managing Member........................20

Limitations on Members ..................................................................................20

Books, Records and Reports. ..........................................................................................21

Books and Records............................................................................................21

Admission of New Members. .........................................................................................22

Transferability, Assignment and Substitution. ...............................................................22

Dissolution, Liquidation and Termination of the Fund. .................................................24

Restrictions on Transfers of Interest. .............................................................22

Powers of Attorney. ........................................................................................................26

Representations, Warranties, Covenants and Understandings of Members. ..................27

Bank Holding Company Regulatory Compliance. .........................................................27

Redemption of non-Permitted Interests .........................................................28

Certificate of Formation........................................................................................................ Attachment 1

Additional Members ..................................................................................................Attachment 2