The fundamentals of hedge fund management

iv THE MANAGING MEMBER AND THE INVESTMENT MANAGER ...1 INVESTMENT OBJECTIVE AND STRATEGY ...1 ADMINISTRATOR ...4 BROKERAGE ARRANGEMENTS; CUSTODIAN ...5 RISK FACTORS ...6 CERTAIN ER

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HedgeAnswers 141 South Ave., Suite 8, Fanwood, NJ 07023 (908) 680-0010 W: www.hedgeanswers.com

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DISCLAIMER: THIS IS TO BE USED ONLY AS AN ILLUSTRATION AND NOT FOR PREPARATION OF DOCUMENTS

(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 INVESTOR’S 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]

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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 OFFEREE’S 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

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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

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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 FUND’S 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

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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 Fund’s 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 Fund’s 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 Member’s and the Investment Manager’s 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 Fund’s 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 Fund’s 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 Manager’s current intention is to invest substantially all of the Fund’s assets in Investment Vehicles

Although the Investment Manager intends to achieve the Fund’s 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

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(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 Fund’s investment strategy represents the Investment Manager’s 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 Fund’s 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 Fund’s administrative matters The Administrator’s [address, telephone number, facsimile number ]

Brokerage Arrangements;

Custodian

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 Fund’s 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

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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 investor’s 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 Fund’s 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 investor’s 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

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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 Member’s 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

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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 Fund’s 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 Member’s full or partial redemption is not the last day of a calendar year, the Performance Allocation attributable to amounts redeemed from such Member’s 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 Fund’s 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

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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 investment-related 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

Placement Fees 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 Member’s 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 Fund’s assets that are the subject of such delay or, at the Managing Member’s 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 Fund’s Assets” and “Redemptions.”

Compulsory 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

Freezing Redemptions If the Fund reasonably believes that a Member is a “prohibited investor” (as

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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

Information

Applicable anti-money laundering rules provide that the Fund, the Administrator, the Managing Member and/or the Investment Manager may 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 Fund’s 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

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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.”

Use of This Memorandum 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

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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 Fund’s 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 Fund’s 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

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The Fund’s 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 Fund’s 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 Manager’s current intention is to invest substantially all of the Fund’s 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 Fund’s 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 Manager’s 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 Manager’s 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 Manager’s 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 Fund’s 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 Fund’s assets from a particular Manager for many reasons, including: a) style drift; b) unfavorable market

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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 Fund’s assets through borrowings and/or derivative instruments See “Investment Objective and Strategy- Leverage, Borrowing and Lending” below

Advantages of the Fund’s Multi-Manager Investment Structure in long side of portfolio The

Fund’s 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 Manager’s 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 Member’s 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 Fund’s investment strategy represents the Investment Manager’s 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 Fund’s 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

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Prospective investors must not consider the present or proposed allocation of the Fund’s 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 Manager’s 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 Fund’s 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 Fund’s 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 FUND’S 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 Fund’s

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 Administrator’s 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

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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 Fund’s 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 Broker’s 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 finder’s fees; custody; brokerage; recordkeeping, bookkeeping and similar services; office space, furniture, utilities, and facilities; computer

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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 Fund’s investments may not adequately compensate Members for the business and financial risks assumed Although the Investment Manager’s 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

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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 Manager’s judgment and ability to allocate the Fund’s 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 Manager’s 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

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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 Fund’s 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

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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 Manager’s 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 Vehicle’s 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 company’s 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

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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 Fund’s or an Investment Vehicle’s 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 issuer’s 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 Fund’s or an

Investment Vehicle’s 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

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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 Vehicle’s 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 Vehicle’s 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

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Therefore, the Fund or an Investment Vehicle’s 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 Manager’s 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 Fund’s or an Investment Vehicle’s 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 Vehicle’s 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 Vehicle’s profits

Fund Risks THE FUND AND THE MANAGING MEMBER ARE RELATIVELY NEW ENTITIES WITH LIMITED OPERATING HISTORIES

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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 Fund’s 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 Fund’s 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 Member’s 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 Fund’s assets that are the subject of such delay or,

in the Managing Member’s 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 Fund’s 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 Fund’s 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

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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 Member’s Interest may be subject to the Performance Allocation, while the Member’s 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 thePlan 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 person’s 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 Fund’s 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

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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 Manager’s trading system or method In addition, an Investment Vehicle may impose certain limitations on the Fund’s 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 Fund’s 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 Fund’s 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 Fund’s 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 Manager’s 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

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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 Fund’s 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 Fund’s 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 Fund’s 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 Fund’s success depends, therefore, not only on the Managers the Investment Manager may initially select for the Fund and its ability to allocate the Fund’s assets successfully among those Managers, but also on the Investment Manager’s ability to identify new Managers The Investment Manager may change the allocation of the Fund’s 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 Fund’s 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

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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 Fund’s 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

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provisions of the 1940 Act which, among other things, require that a fund’s board of directors, including a majority of disinterested directors, approve certain of the fund’s 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",

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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

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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

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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 Fund’s 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 Fund’s 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

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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

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 Fund’s 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 Member’s Performance Allocation generally is calculated on a basis that includes unrealized appreciation of the Fund’s 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

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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 Fund’s 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 Member’s and the Investment Manager’s 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

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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 Fund’s 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 Vehicle’s best interest and to monitor trading in the Investment Vehicle’s account and its interest in furthering its or its affiliates role as Manager

The Investment Vehicle’s 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 arm’s 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

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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 Fund’s 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 investment-related 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 Interest’s 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

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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 FUND’S 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 Fund’s 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 the Managing Member

“Net Asset Value of an Interest” is the portion of the Fund’s Net Asset Value allocated to that

Interest

Investment Vehicles and Financial Instruments will be valued in accordance with the following general principles:

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(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-the-counter 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 Fund’s 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 Fund’s 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 Fund’s 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

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