===============================================================================
                               UNITED STATES

                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549

                               ------------
                                 FORM 10-Q
                               ------------

    [X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended June 30, 2005

                                     or

    [  ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from _____ to _____

                     Commission File Number: 000-51289

                 GOLDMAN SACHS HEDGE FUND PARTNERS II, LLC
           (Exact name of registrant as specified in its charter)

                DELAWARE                              02-0699398
      (State or other jurisdiction       (I.R.S. Employer Identification No.)
            of incorporation)

            701 MOUNT LUCAS ROAD
           PRINCETON, NEW JERSEY                        08540
(Address of principal executive offices)              (Zip Code)

      Registrant's telephone number, including area code: 609-497-5500

                               ------------

     Indicate  by check  mark  whether  the  registrant  (1) has  filed all
reports  required  to be filed  by  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934 during the  preceding  12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has
been subject to such filing  requirements  for the past 90 days.
Yes [ ]       No [X]

     Indicate by check mark whether the registrant is an accelerated  filer
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ]      No [X]




<PAGE>



                 GOLDMAN SACHS HEDGE FUND PARTNERS II, LLC

                       QUARTERLY REPORT ON FORM 10-Q

                                   INDEX

                       PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

  Schedule of Investments as of June 30, 2005 and
  December 31, 2004.......................................................3

  Balance Sheet as of June 30, 2005 and December 31, 2004.................4

  Statement of Operations for the three and six months ended June 30,
  2005 and 2004...........................................................5

  Statement of Changes in Members' Equity for the six months ended
  June 30, 2005 and for the year ended December 31, 2004..................6

  Statement of Cash Flows for the six months ended June 30, 2005 and
  June 30, 2004...........................................................7

  Notes to Unaudited Financial Statements.................................8


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS.......................................25

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK......43

ITEM 4.  CONTROLS AND PROCEDURES.........................................47


                        PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS...............................................47

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.....47

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.................................48

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............48

ITEM 5.  OTHER INFORMATION...............................................48

ITEM 6.  EXHIBITS........................................................50

SIGNATURES...............................................................51

INDEX TO EXHIBITS........................................................52

<PAGE>


ITEM 1. FINANCIAL STATEMENTS

<TABLE>
                 GOLDMAN SACHS HEDGE FUND PARTNERS II, LLC

                          SCHEDULE OF INVESTMENTS

                    JUNE 30, 2005 AND DECEMBER 31, 2004

<CAPTION>
                                   (Unaudited)                             (Audited)
                                      2005                                   2004
                      ------------------------------------  ---------------------------------------
                                                  % of                                    % of
                                      % of      adjusted                     % of       adjusted
                         Fair       members'    members'         Fair       members'    members'
     Investee            value      equity(1)  equity(2)         value      equity(1)   equity(2)
------------------  -------------- ----------- -----------  -------------- ----------- ------------


<S>                   <C>             <C>         <C>         <C>             <C>         <C>
   Goldman Sachs
   Global Equity
  Long/Short, LLC     $248,275,637    26.38%      21.15%      $208,922,802    18.15%      16.91%

   Goldman Sachs
   Global Event
    Driven, LLC        292,845,366    31.12%      24.95%       287,940,001    25.02%      23.31%

   Goldman Sachs
  Global Relative
   Value II, LLC       372,264,912    39.55%      31.72%       459,867,687    39.96%      37.23%

   Goldman Sachs
  Global Tactical
  Trading II, LLC      261,999,692    27.84%      22.32%       279,479,970    24.29%      22.63%
                    --------------  --------   ----------   --------------  --------    --------

 Total investments
(cost $1,113,100,008
and $1,162,143,254,
   respectively)    $1,175,385,607   124.89%     100.14%    $1,236,210,460   107.42%     100.08%
                    ==============  ========   ==========   ==============  ========    ========
<FN>

(1)  Members' equity,  used in the calculation of the investments as a % of
     members' equity, is reduced for member redemptions that are paid after
     the balance sheet date.

(2)  Adjusted  members' equity,  used in the calculation of the investments
     as a  percentage  of adjusted  members'  equity,  represents  members'
     equity excluding Redemptions payable in the amount of $232,621,655 and
     $84,411,871  that are payable at June 30, 2005 and  December 31, 2004,
     respectively.

</FN>
</TABLE>

The Goldman Sachs Hedge Fund Partners II, LLC  proportionate  share of each
individual  investment owned by any individual  Investee does not exceed 5%
of members' equity.  Where an underlying  investment of an Investee is held
by more than one Investee,  such investments are aggregated for the purpose
of ensuring that any individual  investment  does not exceed 5% of members'
equity.

                          See accompanying notes.


<PAGE>

<TABLE>

                 GOLDMAN SACHS HEDGE FUND PARTNERS II, LLC

                               BALANCE SHEET

                    JUNE 30, 2005 AND DECEMBER 31, 2004

                                   ASSETS
                                   ------

<CAPTION>
                                                         (Unaudited)          (Audited)
                                                             2005               2004
                                                      -----------------  -----------------
<S>                                                   <C>                <C>
Assets:
     Cash and cash equivalents                        $        942,913   $      2,909,015
     Investments (cost $1,113,100,008
         and $1,162,143,254, respectively)               1,175,385,607      1,236,210,460
                                                      -----------------  -----------------
        Total assets                                  $  1,176,328,520   $  1,239,119,475
                                                      =================  =================

<CAPTION>
                      LIABILITIES AND MEMBERS' EQUITY
                      -------------------------------

Liabilities:

<S>                                                   <C>                <C>
     Redemptions payable                              $    232,621,655   $     84,411,871
     Due to managing member                                  2,432,980          3,799,261
     Due to bank                                                10,112                  -
     Accounts payable and accrued liabilities                   91,990             86,719
                                                      -----------------  -----------------
        Total liabilities                                  235,156,737         88,297,851

Members' equity (units outstanding 8,668,381.26 and
10,922,127.85, respectively)                               941,171,783      1,150,821,624
                                                      -----------------  -----------------

        Total liabilities and members' equity         $  1,176,328,520   $  1,239,119,475
                                                      =================  =================

Analysis of members' equity:
     Net capital contributions, accumulated net
     investment income/(loss) and realized
     profit/(loss)                                    $    878,886,184   $  1,076,754,418
     Accumulated net unrealized profit/(loss)         $     62,285,599   $     74,067,206
                                                      =================  =================
</TABLE>

                          See accompanying notes.


<PAGE>

<TABLE>

                 GOLDMAN SACHS HEDGE FUND PARTNERS II, LLC

                          STATEMENT OF OPERATIONS

                                (UNAUDITED)

         FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004

<CAPTION>
                                                Three Months Ended                Six Months Ended
                                                     June 30,                         June 30,
                                           -----------------------------  -----------------------------
                                                2005           2004            2005            2004
                                           -------------  --------------  --------------  -------------
<S>                                          <C>            <C>             <C>               <C>
Income from trading:
   Equity in earnings of investees:
      Realized profit/(loss)                 $         -  $           -       $8,956,754      $       -
      Change in unrealized profit/(loss)     (5,910,008)    (19,639,871)    (11,781,607)      2,848,394
                                           -------------  --------------  --------------  -------------
        Net trading profit/(loss)            (5,910,008)    (19,639,871)     (2,824,853)      2,848,394

Interest income                                   11,253          80,499          35,852        209,493

Expenses:
      Management fee                           3,613,147       3,663,103       7,285,162      5,993,292
      Interest expense                            10,000         101,138           4,326        250,708
      Professional fees                          159,401         164,968         184,522        390,014
      Miscellaneous expenses                           -           2,446           1,508          2,529
                                           -------------  --------------  --------------  -------------
      Total expenses                           3,782,548       3,931,655       7,475,518      6,636,543
                                           -------------  --------------  --------------  -------------
          Net investment income/(loss)       (3,771,295)     (3,851,156)     (7,439,666)    (6,427,050)
                                           -------------  --------------  --------------  -------------
Net income/(loss)                            (9,681,303)    (23,491,027)    (10,264,519)    (3,578,656)

Less:  Incentive allocation to the
managing member                                  (1,981)       (704,511)           1,525        291,108
                                           -------------  --------------  --------------  -------------

Net income/(loss) available for
pro-rata allocation to members              $(9,679,322)    $(22,786,516)   $(10,266,044)   $(3,869,764)
                                           =============  ==============  ==============  =============
</TABLE>


                                  See accompanying notes.


<PAGE>

<TABLE>

                 GOLDMAN SACHS HEDGE FUND PARTNERS II, LLC

                  STATEMENT OF CHANGES IN MEMBERS' EQUITY

             FOR THE SIX MONTHS ENDED JUNE 30, 2005 (UNAUDITED)
               AND THE YEAR ENDED DECEMBER 31, 2004 (AUDITED)
<CAPTION>

                                    Managing                                          Total
                                    member's         Members'         Members'       members'
                                     equity           units           equity          equity
                                 --------------  ---------------  --------------  -------------

<S>                                    <C>          <C>             <C>            <C>
Balance at December 31, 2003           $857,458     4,376,069.56    $453,898,612   $454,756,070

Subscriptions                                 -     7,347,158.49     739,207,253    739,207,253
Redemptions                         (2,963,840)     (748,891.43)    (82,305,489)   (85,269,329)
Share class conversion                        -      (52,208.77)               -              -
Allocations of net
income/(loss):
Incentive allocation                  2,106,382                -               -      2,106,382
Pro-rata allocation                           -                -      40,021,248     40,021,248
                                 --------------  ---------------  --------------  -------------

Balance at December 31, 2004                  -    10,922,127.85   1,150,821,624  1,150,821,624

Subscriptions                                 -       332,363.32      33,236,333     33,236,333
Redemptions                                   -   (2,135,222.98)   (232,621,655)  (232,621,655)
Share class conversion                        -     (450,886.93)               -              -
Allocations of net
income/(loss):
Incentive allocation                      1,525                -               -          1,525
Pro-rata allocation                           -                -    (10,266,044)   (10,266,044)
                                 --------------  ---------------  --------------  -------------

Balance at June 30, 2005                 $1,525     8,668,381.26    $941,170,258  $ 941,171,783
                                 ==============  ===============  ==============  =============
</TABLE>

                          See accompanying notes.


<PAGE>

<TABLE>

                 GOLDMAN SACHS HEDGE FUND PARTNERS II, LLC

                          STATEMENT OF CASH FLOWS

                                (UNAUDITED)

              FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004

<CAPTION>
                                                                  2005             2004
                                                             -------------    -------------
<S>                                                          <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income/(loss)                                       $(10,264,519)     $(3,578,656)

Adjustments to reconcile net income/(loss) to net
  cash from operating activities:
     Purchases of investments                                 (45,000,000)    (712,830,491)
     Proceeds from sales of investments                        103,000,000                -
     Realized (profit)/loss from sales of
     investments                                               (8,956,754)                -
     Change in unrealized (profit)/loss                         11,781,607      (2,848,394)

(Increase)/decrease in operating assets:

     Other assets                                                        -          511,950

Increase/(decrease) in operating liabilities:

     Redemption payable                                        148,209,784                -
     Due to managing member                                    (1,366,281)        1,234,547
     Accounts payable and accrued liabilities                        5,271        (858,366)
                                                             -------------    -------------

Net cash from operating activities                             197,409,108    (718,369,410)
                                                             -------------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES

     Subscriptions                                              33,236,333      715,653,216
     Redemptions                                             (232,621,655)        (857,458)
     Increase/(decrease) in Due to bank                             10,112        4,440,528
                                                             -------------    -------------
Net cash from financing activities                           (199,375,210)      719,236,286
                                                             -------------    -------------

     Net change in cash and cash equivalents                   (1,966,102)          866,876

Cash and cash equivalents at beginning of period                 2,909,015       16,000,000
                                                             -------------    -------------

Cash and cash equivalents at end of period                        $942,913      $16,866,876
                                                             =============    =============

</TABLE>

                          See accompanying notes.


<PAGE>


                 GOLDMAN SACHS HEDGE FUND PARTNERS II, LLC

                       NOTES TO FINANCIAL STATEMENTS

                                (UNAUDITED)

                               JUNE 30, 2005


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------

Organization and basis of financial statements
----------------------------------------------

Goldman Sachs Hedge Fund Partners II, LLC (the  "Company") was organized as
a limited liability company,  pursuant to the laws of the State of Delaware
and commenced  operations  on August 1, 2003 for the  principal  purpose of
investing in the equity  long/short,  event  driven,  relative  value,  and
tactical trading hedge fund sectors through  investments in each of Goldman
Sachs Global Equity  Long/Short,  LLC ("GELS"),  Goldman Sachs Global Event
Driven, LLC ("GED"), Goldman Sachs Global Relative Value II, LLC ("GRV II")
and Goldman Sachs Global Tactical Trading II, LLC ("GTT II") (collectively,
the "Investees").  Each of these Investees invests directly through trading
advisors, or indirectly through investment vehicles managed by such trading
advisors  (together,  the "Advisors").  Goldman Sachs Hedge Fund Strategies
LLC ("GS  HFS"),  formerly  Goldman  Sachs  Princeton  LLC, a  wholly-owned
subsidiary  of The Goldman  Sachs  Group,  Inc.,  is the  managing  member,
administrator and commodity pool operator of the Company.

The financial  statements  are prepared in accordance  with U.S.  generally
accepted accounting principles ("GAAP"),  which require the managing member
to make estimates and assumptions  that affect the amounts  reported in the
financial statements and accompanying notes. Actual results may differ from
those  estimates.  The financial  statements are expressed in United States
dollars.

The Company is an investment  company for financial  reporting purposes and
accordingly  carries its assets and  liabilities  at fair value.  Net asset
value per unit is  determined  by dividing the net assets  attributable  to
each series by that series' respective number of units outstanding.

Consolidation
-------------

During the six months  ended June 30, 2005 and the year ended  December 31,
2004, the Company's ownership percentage of certain Investees exceeded 50%.
This  ownership  percentage  will  fluctuate  as a result of the  Company's
investment  strategy  and investor  subscriptions  and  redemptions  at the
Company and Investee level. The Company does not consolidate the results of
the Investees in its financial statements as the Company does not invest in
such Investees for purposes of exercising  control;  ownership in excess of
50% may be temporary;  and the  consolidation  of these  balances would not
enhance the usefulness or  understandability  of information to the member.
The Company  may, but normally  does not intend to,  exercise  control over
majority owned Investees.

The following table summarizes the Company's  ownership in the Investees at
June 30, 2005 and December 31, 2004:

                                     June 30, 2005
              -----------------------------------------------------------
                                        Company            % owned by
                Investee equity        investment          the Company
              ------------------- -------------------- -------------------

GELS          $    769,358,335        $248,275,637            32.27%
GED                921,780,869         292,845,366            31.77%
GRV II             735,595,707         372,264,912            50.61%
GTT II             423,281,937         261,999,692            61.90%
                                    --------------
       Total                        $1,175,385,607
                                    ==============

                                   December 31, 2004
              -----------------------------------------------------------
                                        Company            % owned by
                Investee equity        investment          the Company
              ------------------- -------------------- -------------------

GELS          $    694,878,944        $208,922,802              30.07%
GED                860,469,969         287,940,001              33.46%
GRV II             848,659,079         459,867,687              54.19%
GTT II             480,013,357         279,479,970              58.22%
                                   ---------------
       Total                        $1,236,210,460
                                   ===============


In addition,  in December 2003, the Financial  Accounting  Standards  Board
("FASB")  issued  interpretation  No.  46(R),  "Consolidation  of  Variable
Interest   Entities"  ("FIN  46(R)"),   which  provides  new  criteria  for
determining  whether  consolidation  accounting  is  required.   Registered
investment  companies  have been exempted from the  provisions of FIN 46(R)
and FIN 46(R) has been  deferred for  non-registered  investment  companies
pending the release of a FASB Scope of Investment Companies project ("Scope
Project").  The Scope Project is designed to determine  which entities will
qualify as investment  companies,  and therefore present their Investees at
fair value. Those entities so qualifying will not need to determine whether
their investees  should be  consolidated  pursuant to the provisions of FIN
46(R).  FIN 46(R) would have no impact on the  Company's  net assets or net
increase in net assets resulting from operations.

Equity in earnings of investees
-------------------------------

Equity in earnings of  investees  includes the change in fair value of each
Investee.  Fair values are determined utilizing net asset value information
supplied by each individual Investee which includes realized and unrealized
gains/losses on investments as well as the Advisor's management,  incentive
and  administration  fees  and  all  other  income/expenses.  See  Note 2 -
Investments for further information.

Cash and cash equivalents
-------------------------

The Company considers all highly liquid investments with a maturity of less
than 90 days at the time of  purchase  and not held for  resale  to be cash
equivalents.  Cash  equivalents are carried at cost plus accrued  interest,
which approximates market value.

Allocation of net income/(loss)
-------------------------------

Net  income/(loss)  is  allocated  monthly to the  capital  account of each
member in the ratio that the balance of each such member's  capital account
bears to the total balance of all members' capital  accounts.  The managing
member  receives an incentive  allocation  equal to five percent of any new
appreciation  in the net  asset  value  of each  series,  as  defined.  Any
depreciation  in the net asset value of a series must be recouped  prior to
the managing member receiving an incentive allocation.

Subscriptions and redemptions
-----------------------------

Subscriptions  to the  Company  can be  made  as of the  first  day of each
calendar  quarter  or at  the  sole  discretion  of  the  managing  member.
Redemptions from the Company can be made semi-annually after a twelve-month
holding period or at such other times as determined in the sole  discretion
of the managing member,  as provided for in the Company's limited liability
company agreement.

Income taxes
------------

The Company is taxed as a partnership for U.S. federal income tax purposes.
The members  include  their  distributive  share of the  Company's  taxable
income or loss on their  respective  income tax  returns.  Accordingly,  no
income  tax  liability  or  expense  has  been  recorded  in the  financial
statements of the Company.

Indemnifications
----------------

The Company enters into contracts that contain a variety of indemnification
arrangements. The indemnification arrangements the Company has entered into
with service providers include  provisions for the Company to indemnify and
hold  harmless  such  service  providers  for  certain  liabilities.  These
indemnification   arrangements  typically  cover  liabilities  incurred  by
service  providers  in  connection  with the  services  provided  under the
contractual arrangements with the Company and are generally entered into as
part of a negotiated contractual  arrangement stipulating the furnishing of
the  delineated  services.  However,  under the  terms of such  contractual
arrangements,  the  Company  will  not be  required  to  indemnify  service
providers in certain situations to the extent that the liabilities incurred
by the  service  providers  were  caused by the gross  negligence,  willful
misconduct,  bad faith, reckless disregard of duties, or similar conduct on
the part of the service  provider.  The Company's  maximum  exposure  under
these  arrangements is unknown.  It is not possible to estimate the maximum
potential  exposure  under these  agreements,  because the  indemnification
arrangements  relate to unforeseeable  liabilities  suffered as a result of
the conduct of the Company or other parties  which is presently  unknown or
unforeseeable.  However,  the  Company  has not had prior  claims or losses
pursuant  to these  indemnification  arrangements  and  expects the risk of
material loss therefrom to be remote.

NOTE 2 - INVESTMENTS
--------------------

The  Investees  seek  capital  appreciation  over time by  investing in the
equity long/short,  event driven, relative value and tactical trading hedge
fund sectors.  The Company's  investments in Investees are subject to terms
and conditions of the respective operating agreements.  The investments are
carried at fair value as determined by the Company's  attributable share of
the net assets of the  respective  Investees.  Fair  values are  determined
utilizing net asset value information  supplied by each individual Investee
net of each  Advisor's  management  and  incentive  fees.  These  fees  are
included in Equity in earnings of investees on the Statement of Operations.
The  underlying  investments  of each  Investee are  accounted  for at fair
value.  For  investments  of the  underlying  Advisor  funds,  market value
normally is based on quoted market prices or broker-dealer price quotations
provided to the Advisor  fund.  In the absence of quoted  market  prices or
broker-dealer  price  quotations,  underlying  Advisor fund investments are
valued at fair value as determined  by the Advisor or their  administrator.
Because of the inherent uncertainty of valuation, estimated fair values may
differ, at times  significantly,  from the values that would have been used
had a ready  market  existed.  GS HFS is the  managing  member for the four
Investees.  GS HFS  does not  charge  the  Company  any  management  fee or
incentive allocation at the Investee level.

The managing member  generally has limited  access,  if at all, to specific
information  regarding  the Advisors'  portfolios  and relies on valuations
provided  by  the  Advisors.  Generally,  the  valuations  provided  by the
Advisors  are only  audited  on an  annual  basis  and are not  subject  to
independent  third  party   verification.   Typically,   audited  financial
statements  are not received  before  issuance of the  Company's  financial
statements.  GS HFS, in its capacity as managing member of the Company, may
perform additional  procedures  including Advisor due diligence reviews and
analytical  procedures  with  respect  to the  valuations  provided  by the
Advisors and to ensure  conformity  with GAAP.  Valuations  provided by the
Advisors may differ from the audited values received subsequent to the date
of the Company's net asset value determination.  In such cases, the Company
will evaluate the materiality of any such differences.

The  following  table  summarizes  the  Company's  Equity  in  earnings  of
investees for the three and six months ended June 30, 2005 and 2004:

<TABLE>
<CAPTION>
                                   Three months ended June 30,       Six months ended June 30,
---------------    ----------    --------------------------------   ----------------------------
   Investee        Liquidity         2005              2004             2005            2004
---------------    ----------    --------------    --------------   -------------   ------------
<S>                   <C>           <C>             <C>               <C>            <C>
GELS                 (1)           $1,819,228      $(3,237,581)      $4,552,836      $(423,163)
GED                  (2)            1,381,328         2,982,851       6,745,364       8,451,051
GRV II               (3)         (10,222,123)         (149,484)     (6,572,775)       5,661,153
GTT II               (4)            1,111,559      (19,235,657)     (7,550,278)    (10,840,647)
                                 --------------    --------------   -------------   ------------
   Total                          $(5,910,008)     $(19,639,871)    $(2,824,853)      $2,848,394
                                 ==============    ==============   =============   ============
<FN>

(1)  Redemptions can be made quarterly with 45 days' notice, or at the sole
     discretion of the managing member.  Prior to July 2004, a twelve-month
     holding period was in effect.
(2)  Redemptions can be made  semi-annually with 45 days' notice, or at the
     sole  discretion  of the  managing  member.  Prior  to  July  2004,  a
     twelve-month holding period was in effect.
(3)  Redemptions  can be made  semi-annually  with 45 days'  notice after a
     twelve-month holding period, or at the sole discretion of the managing
     member.
(4)  Redemptions can be made  semi-annually with 61 days' notice, or at the
     sole discretion of the managing member.
</FN>
</TABLE>

Goldman Sachs Global Equity Long/Short, LLC
-------------------------------------------
Goldman Sachs Global Equity Long/Short,  LLC seeks  risk-adjusted  absolute
returns  with  volatility  lower than the broad equity  markets,  primarily
through  long and  short  investment  opportunities  in the  global  equity
markets.   Strategies  generally  involve  making  long  and  short  equity
investments,  often based on the Advisor's  assessment of fundamental value
compared to market price, although Advisors employ a wide range of styles.

Goldman Sachs Global Event Driven, LLC
--------------------------------------
Goldman Sachs Global Event Driven, LLC seeks risk-adjusted absolute returns
with  volatility  and  correlation  lower than the broad equity  markets by
allocating  assets to Advisors  that operate  primarily in the global event
driven  sector.  Event driven  strategies  seek to identify  security price
changes  resulting from corporate events such as  restructurings,  mergers,
takeovers,  spin-offs,  and  other  special  situations.   Corporate  event
arbitrageurs  generally choose their investments based on their perceptions
of the likelihood that the event or transaction  will occur,  the amount of
time that the process will take, and the perceived ratio of return to risk.
Strategies  that may be utilized in the event  driven  sector  include risk
arbitrage/special  situations, credit  opportunities/distressed  securities
and multi-strategy investing. Other strategies may be employed as well.

Goldman Sachs Global Relative Value II, LLC
-------------------------------------------
Goldman Sachs Global  Relative Value II, LLC seeks  risk-adjusted  absolute
returns with volatility and correlation lower than the broad equity markets
by  allocating  assets to Advisors  that  operate  primarily  in the global
relative value sector.  Relative value  strategies  seek to profit from the
mispricing of financial  instruments,  capturing  spreads  between  related
securities  that  deviate  from  their  fair  value  or  historical  norms.
Directional  and  market  exposure  is  generally  held  to  a  minimum  or
completely  hedged.  Strategies  that may be utilized in the relative value
sector include  convertible  arbitrage,  equity  arbitrage and fixed-income
arbitrage. Other strategies may be employed as well.

Goldman Sachs Global Tactical Trading II, LLC
---------------------------------------------
Goldman Sachs Global Tactical Trading II, LLC seeks long-term risk-adjusted
returns  by  allocating  its  assets to  Advisors  that  employ  strategies
primarily within the tactical trading sector.  Tactical trading  strategies
are  directional  trading  strategies  that  generally fall into one of the
following  two  categories:  managed  futures  strategies  and global macro
strategies.  Managed  futures  strategies  involve  trading  in the  global
futures and currencies markets, generally using systematic or discretionary
approaches.   Global  macro  strategies   generally   utilize  analysis  of
macroeconomic,  geopolitical,  and financial conditions to develop views on
country, regional or broader economic themes and then seek to capitalize on
such  views  by  trading  in  securities,   commodities,   interest  rates,
currencies and various financial instruments.

Information  regarding the actual  management and incentive fees charged by
the  Advisors  for the  period  was not  available  for all  Advisors.  The
following table reflects the weighted average Advisors'  management fee and
incentive  fee rates at the Investee  level at June 30, 2005 and 2004.  The
weighted average is based on the period end market values of each Advisor's
investment in proportion to the Investee's total investments. The fee rates
used in the weighted  average  calculation  are the actual rates charged by
each Advisor.

                          June 30, 2005                  June 30, 2004
                 -----------------------------    ---------------------------
                  Management        Incentive      Management      Incentive
     Investee        fees              fee            fees            fee
---------------  ------------    -------------    ------------    -----------
     GELS            1.47%           19.97%            1.44%         19.83%
     GED             1.46%           19.94%            1.39%         19.90%
     GRV II          1.53%           20.00%            1.54%         20.00%
     GTT II          2.11%           20.55%            2.06%         20.39%

The Advisors'  management  and incentive  fees are not paid to the managing
member.

The following table summarizes the cost of the Company's investments in the
Investees at June 30, 2005 and December 31, 2004:

     Investee               June 30, 2005        December 31, 2004
------------------    ---------------------    --------------------
     GELS                   $224,998,797           $190,198,797
     GED                     254,967,910            255,638,110
     GRV II                  366,427,708            440,626,735
     GTT II                  266,705,593            275,679,612
                      ---------------------    --------------------
            Total         $1,113,100,008         $1,162,143,254
                      =====================    ====================

NOTE 3 - FEES
-------------

The  Company  pays a  monthly  management  fee to GS HFS equal to 1.25% per
annum of the net assets of the Company as of each month-end, as defined.

Effective January 1, 2005, the Company pays a monthly administration fee to
SEI Global Services,  Inc. ("SEI") in the range of 0.07% to 0.10% per annum
of the net  assets at the  Investee  level,  but such rate may be  exceeded
under certain  circumstances,  subject to a maximum of approximately 0.20%.
Prior to January 1, 2005, the Company paid a monthly  administration fee to
GS HFS equal to 0.20% per annum of the net  assets at the  Investee  level.
The  administration fee is charged at the Investee level and is included in
Equity in earnings of investees on the  Statement  of  Operations.  For the
three months ended June 30, 2005 and 2004, the  administration  fee charged
at  the  Investee   level  by  GS  HFS  totaled   $204,072  and   $448,993,
respectively.  For the six  months  ended  June  30,  2005  and  2004,  the
administration fee charged at the Investee level by GS HFS totaled $371,790
and $729,023, respectively.

GS HFS and the Company  entered into an agreement  with SEI to serve as the
sub-administrator  of the Company effective March 1, 2004.  Pursuant to the
agreement, GS HFS is responsible for paying the fees of SEI. GS HFS (in its
capacity as the  administrator  of each  Investee)  and each  Investee have
entered into a similar agreement with SEI.

NOTE 4 - RISK MANAGEMENT
------------------------

In the  ordinary  course of  business,  GS HFS, in its capacity as managing
member of the  Company and the  Investees,  attempts to manage a variety of
risks,  including  market,  credit and  operational  risk.  GS HFS,  in its
capacity as managing  member of the Company and the Investees,  attempts to
identify,  measure and monitor risk through  various  mechanisms  including
risk management  strategies and credit policies.  These include  monitoring
risk guidelines and diversifying exposures across a variety of instruments,
markets and counterparties.

Market risk is the risk of  potential  significant  adverse  changes in the
value of financial instruments because of changes in market conditions such
as interest and currency  rate  movements  and  volatility  in commodity or
security prices.  GS HFS, in its capacity as managing member of the Company
and the  Investees,  monitors its  exposure to market risk through  various
analytical techniques.

The Company invests in the Investees,  and may from time to time redeem its
membership  units  of the  Investees.  The  Investees,  in  turn,  maintain
relationships  with  counterparties   that  include  the  Advisors.   These
relationships  could result in  concentrations  of credit risk. Credit risk
arises from the  potential  inability of  counterparties  to perform  their
obligations  under the terms of the  contract.  GS HFS, in its  capacity as
managing  member of the  Investees,  has formal  credit-review  policies to
monitor counterparty risk.

Operational  risk is the  potential  for loss  caused  by a  deficiency  in
information,  communication,  transaction  processing  and  settlement  and
accounting  systems.  GS HFS, in its  capacity  as  managing  member of the
Company  and the  Investees,  maintains  controls  and  procedures  for the
purpose of mitigating operational risk.

There can be no assurance  that GS HFS, in its capacity as managing  member
of the  Company  and the  Investees,  will be able to  implement  its  risk
guidelines or that its risk monitoring strategies will be successful.

NOTE 5 - DERIVATIVE CONTRACTS AND OTHER FINANCIAL INSTRUMENTS
-------------------------------------------------------------

In the normal  course of business,  the Advisors  trade  various  financial
instruments  and  may  enter  into  various   investment   activities  with
off-balance  sheet risk.  These include,  but are not limited to,  futures,
forwards,  swaps and the writing of options.  The Company's risk of loss in
the Investees is limited to the value of its  investment as reported by the
Investee.

NOTE 6 - RELATED PARTIES
------------------------

The Due to  managing  member  liability  on the  Balance  Sheet  represents
management fees due to GS HFS at June 30, 2005 and December 31, 2004.

Goldman,  Sachs & Co.,  an  affiliate  of the  managing  member,  is one of
several prime brokers for the Advisors.  Goldman,  Sachs & Co. charges fees
at prevailing market rates.



NOTE 7 - BORROWING FACILITY
---------------------------

On November 24, 2004, the Company  entered into a five year credit facility
with a new financial institution. Subject to rejection by the new financial
institution,  the Company may request to borrow up to  $40,000,000.  At the
time of any borrowing, the aggregate amounts borrowed may not exceed 10% of
the Company's  net asset value and at all other times the aggregate  amount
borrowed may not exceed 15% of the Company's net asset value. The effective
interest  rate on  borrowed  amounts  is  London  Interbank  Offering  Rate
("LIBOR"),  plus 0.85%.  There were no borrowings  outstanding  at June 30,
2005 and December 31, 2004.

The Company had entered into a borrowing  facility  with a major  financial
institution.  The facility was  structured as a call spread option that had
been issued by the Company to the financial institution. Under the terms of
the facility, the Company received cash and redeposited the amount with the
financial institution in a collateral account. The Company had the right to
draw funds from the collateral account to use for liquidity  purposes.  The
effective interest rate on borrowed amounts represented by funds drawn from
the  collateral  account was LIBOR plus  0.875%.  The Company also paid the
equivalent of a commitment fee of 0.25% on the undrawn funds. This facility
expired in October 2004.

NOTE 8 - MEMBERS' EQUITY
------------------------

At June 30,  2005 and  December  31,  2004,  the  Company had Class A units
outstanding.  Each  series of Class A units is  identical  in every  regard
except  with  respect  to its  individualized  incentive  allocation  base.
Effective January 1, 2005, Class A Series 2 through Class A Series 11 units
were  converted  into  Class A Series 1 units.  Transactions  in units  for
non-managing  members  for the six months  ended June 30, 2005 and the year
ended December 31, 2004 are as follows:

<TABLE>
<CAPTION>
                           Six months ended June 30, 2005         Year ended December 31, 2004
                        ------------------------------------    --------------------------------
                            Units               Amount              Units             Amount
                        ---------------    -----------------    --------------    --------------
<S>                      <C>                  <C>                <C>               <C>
Share Class Conversion
      Class A
         Series 1        5,993,535.32         $658,708,137       3,170,811.64      $332,856,904
         Series 2       (1,618,389.13)        (167,180,096)     (1,166,950.90)     (122,453,547)
         Series 3       (2,184,050.00)        (222,344,197)       (670,350.00)      (69,504,507)
         Series 4       (2,403,942.74)        (244,478,196)       (861,701.58)      (87,716,160)
         Series 5           (2,500.00)            (258,258)       (524,017.93)      (53,182,690)
         Series 6         (106,226.72)         (11,010,123)                 -                 -
         Series 7          (40,803.57)          (4,258,112)                 -                 -
         Series 8          (19,109.20)          (2,001,573)                 -                 -
         Series 9          (32,500.00)          (3,392,326)                 -                 -
         Series 10         (22,900.89)          (2,371,617)                 -                 -
         Series 11         (14,000.00)          (1,413,639)                 -                 -
                        ---------------    -----------------    --------------    --------------
Total                     (450,886.93)        $          -         (52,208.77)     $          -
                        ===============    =================    ==============    ==============

Subscriptions
      Class A
         Series 1                   -            $       -         902,736.24        $94,765,029
         Series 2                   -                    -       1,618,389.13        161,838,913
         Series 3                   -                    -       2,184,050.00        218,405,000
         Series 4                   -                    -       2,403,942.74        240,394,274
         Series 5                   -                    -           2,500.00            250,000
         Series 6                   -                    -         106,226.72         10,622,672
         Series 7                   -                    -          40,803.57          4,080,356
         Series 8                   -                    -          19,109.20          1,910,920
         Series 9                   -                    -          32,500.00          3,250,000
         Series 10                  -                    -          22,900.89          2,290,089
         Series 11                  -                    -          14,000.00          1,400,000
         Series 12          71,977.83            7,197,784                  -                  -
         Series 13         111,885.49           11,188,549                  -                  -
         Series 14           9,000.00              900,000                  -                  -
         Series 15         110,500.00           11,050,000                  -                  -
         Series 16          10,000.00            1,000,000                  -                  -
         Series 17          19,000.00            1,900,000                  -                  -
                        ---------------    -----------------    --------------    ---------------
Total                      332,363.32          $33,236,333       7,347,158.49       $739,207,253
                        ===============    =================    ==============    ===============

Redemptions
      Class A
         Series 1        2,135,222.98         $232,621,655         748,891.43        $82,305,489
                        ---------------    -----------------    --------------    ---------------
      Total              2,135,222.98         $232,621,655         748,891.43        $82,305,489
                        ===============    =================    ==============    ===============
</TABLE>

At June 30, 2005 and  December 31, 2004,  members'  equity  consists of the
following:
<TABLE>
<CAPTION>

                                       June 30, 2005                       December 31, 2004
                            -----------------------------------    ---------------------------------
                                 Units               Net                Units              Net
                              outstanding        asset value         outstanding       asset value
                            --------------    -----------------    --------------    ---------------
<S>                          <C>                  <C>               <C>                <C>
Non-managing members
    Class A
         Series 1            8,336,017.94         $908,093,267      4,477,705.60       $492,113,487
         Series 2                       -                    -      1,618,389.13        167,180,096
         Series 3                       -                    -      2,184,050.00        222,344,197
         Series 4                       -                    -      2,403,942.74        244,478,196
         Series 5                       -                    -          2,500.00            258,258
         Series 6                       -                    -        106,226.72         11,010,123
         Series 7                       -                    -         40,803.57          4,258,112
         Series 8                       -                    -         19,109.20          2,001,573
         Series 9                       -                    -         32,500.00          3,392,326
         Series 10                      -                    -         22,900.89          2,371,617
         Series 11                      -                    -         14,000.00          1,413,639
         Series 12              71,977.83            7,134,571                 -                  -
         Series 13             111,885.49           11,166,043                 -                  -
         Series 14               9,000.00              888,308                 -                  -
         Series 15             110,500.00           10,959,099                 -                  -
         Series 16              10,000.00            1,009,488                 -                  -
         Series 17              19,000.00            1,919,482                 -                  -
                            --------------    -----------------    --------------    ---------------
              Subtotal       8,668,381.26         $941,170,258     10,922,127.85     $1,150,821,624
                            ==============                         ==============

   Managing member                                       1,525                                    -
                                              -----------------                      ---------------

   Total members' equity                          $941,171,783                       $1,150,821,624
                                              =================                      ===============
</TABLE>

NOTE 9 - FINANCIAL HIGHLIGHTS
-----------------------------

Financial highlights for the Company for the six months ended June 30, 2005
are as follows:
<TABLE>
<CAPTION>

                                                   Class A     Class A     Class A     Class A
                                                   Series 1   Series 12   Series 13   Series 14
                                                  ---------- ----------- ----------- -----------
<S>                                                <C>          <C>        <C>          <C>
Per unit operating performance:
     Net asset value, beginning of period          $109.90      $100.00    $100.00      $100.00
Income from operations:
     Net trading profit/(loss)                       (0.27)       (0.25)      0.32        (0.89)
     Net investment income/(loss)                    (0.69)       (0.63)     (0.52)       (0.41)
                                                  ---------- ----------- ----------- -----------
        Total income/(loss) from operations          (0.96)       (0.88)     (0.20)       (1.30)
                                                  ---------- ----------- ----------- -----------
Net asset value, end of period                     $108.94       $99.12     $99.80       $98.70
                                                  ========== =========== =========== ===========

Ratios to average net assets (annualized):
     Expenses                                        1.27%        1.27%      1.27%         1.26%
     Incentive allocation                            0.00%        0.00%      0.00%         0.00%
                                                  ---------- ----------- ----------- -----------
        Total expenses and incentive allocation      1.27%        1.27%      1.27%         1.26%
                                                  ========== =========== =========== ===========
        Net investment income/(loss)               (1.26)%      (1.26)%    (1.26)%       (1.26)%
                                                  ========== =========== =========== ===========

Total return (prior to incentive allocation)       (0.87)%      (0.87)%    (0.19)%       (1.29)%
Incentive allocation                                 0.00%        0.00%      0.00%         0.00%
                                                  ---------- ----------- ----------- -----------
        Total return                               (0.87)%      (0.87)%    (0.19)%       (1.29)%
                                                  ========== =========== =========== ===========

                                                    Class A     Class A     Class A
                                                   Series 15   Series 16   Series 17
                                                  ----------- ----------- -----------
Per unit operating performance:
     Net asset value, beginning of period          $ 100.00    $100.00     $100.00
Income from operations:
     Net trading profit/(loss)                       (0.50)       1.22        1.20
     Net investment income/(loss)                    (0.32)      (0.27)      (0.17)
                                                  ----------- ----------- -----------
        Total income/(loss) from operations          (0.82)       0.95        1.03
                                                  ----------- ----------- -----------

Net asset value, end of period                        $99.18    $100.95    $101.03
                                                  =========== =========== ===========

Ratios to average net assets (annualized):

     Expenses                                          1.26%      1.26%      1.26%
     Incentive allocation                              0.00%      0.05%      0.05%
                                                  ----------- ----------- -----------
        Total expenses and incentive allocation        1.26%      1.31%      1.31%
                                                  =========== =========== ===========

        Net investment income/(loss)                  (1.25)%   (1.31)%    (1.31)%
                                                  =========== =========== ===========

Total return (prior to incentive allocation)          (0.82)%     1.00%      1.08%
Incentive allocation                                    0.00%   (0.05)%    (0.05)%
                                                  ----------- ----------- -----------
        Total return                                  (0.82)%     0.95%      1.03%
                                                  =========== =========== ===========
</TABLE>

Financial highlights for the Company for the six months ended June 30, 2004
are as follows:
<TABLE>
<CAPTION>

                                                   Class A     Class A    Class A    Class A    Class A
                                                   Series 1   Series 2   Series 3   Series 4   Series 5
                                                   --------- ---------- ---------- ---------- ----------
<S>                                                 <C>        <C>        <C>        <C>        <C>
Per unit operating performance:
     Net asset value, beginning of period           $104.98    $100.00    $100.00    $100.00    $100.00
Income from operations:
     Net trading profit/(loss)                         1.82       0.20      (1.43)     (1.66)     (0.24)
     Net investment income/(loss)                     (0.77)     (0.55)     (0.44)     (0.32)     (0.11)
        Total income/(loss) from operations            1.05      (0.35)     (1.87)     (1.98)     (0.35)
                                                   --------- ---------- ---------- ---------- ----------

Net asset value, end of period                      $106.03     $99.65     $98.13     $98.02     $99.65
                                                   ========= ========== ========== ========== ==========

Ratios to average net assets (annualized):
     Expenses                                          1.35%      1.34%      1.35%      1.30%      1.30%
     Incentive allocation                              0.05%      0.00%      0.00%      0.00%      0.00%
                                                   --------- ---------- ---------- ---------- ----------
        Total expenses and incentive allocation        1.40%      1.34%      1.35%      1.30%      1.30%
                                                   ========= ========== ========== ========== ==========

        Net investment income/(loss)                 (1.36)%     (1.29)%    (1.29)%    (1.27)%    (1.27)%
                                                   ========= ========== ========== ========== ==========

Total return (prior to incentive allocation)          1.06%      (0.35)%    (1.87)%    (1.98)%    (0.35)%
Incentive allocation                                 (0.05)%      0.00%      0.00%      0.00%      0.00%
                                                   --------- ---------- ---------- ---------- ----------
        Total return                                  1.01%      (0.35)%    (1.87)%    (1.98)%    (0.35)%
                                                   ========= ========== ========== ========== ==========

</TABLE>

Financial  highlights  for the Company for the three  months ended June 30,
2005 are as follows:
<TABLE>
<CAPTION>

                                                  Class A     Class A     Class A     Class A
                                                  Series 1   Series 12   Series 13   Series 14
                                                 ---------- ----------- ----------- -----------
<S>                                                <C>          <C>        <C>          <C>
Per unit operating performance:
     Net asset value, beginning of period          $109.84      $99.94     $100.60      $99.52
Income from operations:
     Net trading profit/(loss)                       (0.55)      (0.50)      (0.52)      (0.51)
     Net investment income/(loss)                    (0.35)      (0.32)      (0.28)      (0.31)
                                                 ---------- ----------- ----------- -----------
        Total income/(loss) from operations          (0.90)      (0.82)      (0.80)      (0.82)
                                                 ---------- ----------- ----------- -----------
Net asset value, end of period                     $108.94      $99.12      $99.80      $98.70
                                                 ========== =========== =========== ===========

Ratios to average net assets (annualized):
     Expenses                                         1.26%       1.26%       1.26%       1.26%
     Incentive allocation                             0.00%       0.00%     (0.03)%       0.00%
                                                 ---------- ----------- ----------- -----------
        Total expenses and incentive allocation       1.26%       1.26%       1.23%       1.26%
                                                 ========== =========== =========== ===========

        Net investment income/(loss)                (1.25)%     (1.25)%     (1.22)%     (1.25)%
                                                 ========== =========== =========== ===========

Total return (prior to incentive allocation)        (0.82)%     (0.82)%     (0.82)%     (0.82)%
Incentive allocation                                  0.00%       0.00%       0.03%       0.00%
                                                 ---------- ----------- ----------- -----------
        Total return                                (0.82)%     (0.82)%     (0.79)%     (0.82)%
                                                 ========== =========== =========== ===========

                                                   Class A    Class A     Class A
                                                  Series 15  Series 16   Series 17
                                                 ---------- ----------- -----------
Per unit operating performance:
     Net asset value, beginning of period          $100.00     $100.00     $100.00
Income from operations:
     Net trading profit/(loss)                       (0.50)       1.22        1.20
     Net investment income/(loss)                    (0.32)      (0.27)      (0.17)
                                                 ----------- ---------- -----------
        Total income/(loss) from operations          (0.82)       0.95        1.03
                                                 ----------- ---------- -----------
Net asset value, end of period                      $99.18     $100.95     $101.03
                                                 =========== ========== ===========
Ratios to average net assets (annualized):
     Expenses                                         1.26%       1.26%       1.26%
     Incentive allocation                             0.00%       0.05%       0.05%
                                                 ----------- ---------- -----------
        Total expenses and incentive allocation       1.26%       1.31%       1.31%
                                                 ========== =========== ===========
        Net investment income/(loss)                (1.25)%     (1.31)%     (1.31)%
                                                 ========== =========== ===========
Total return (prior to incentive allocation)        (0.82)%       1.00%       1.08%
Incentive allocation                                  0.00%     (0.05)%     (0.05)%
                                                 ----------- ---------- -----------
        Total return                                (0.82)%       0.95%       1.03%
                                                 ========== =========== ===========
</TABLE>

Financial  highlights  for the Company for the three  months ended June 30,
2004 are as follows:
<TABLE>
<CAPTION>

                                                   Class A     Class A    Class A    Class A    Class A
                                                   Series 1   Series 2   Series 3   Series 4   Series 5
                                                   --------- ---------- ---------- ---------- ----------
<S>                                                <C>         <C>        <C>        <C>        <C>
Per unit operating performance:
     Net asset value, beginning of period          $ 108.06    $101.57    $100.10    $100.00    $100.00
Income from operations:
     Net trading profit/(loss)                        (1.79)     (1.68)     (1.65)     (1.66)     (0.24)
     Net investment income/(loss)                     (0.24)     (0.24)     (0.32)     (0.32)     (0.11)
                                                   --------- ---------- ---------- ---------- ----------
        Total income/(loss) from operations           (2.03)     (1.92)     (1.97)     (1.98)     (0.35)
                                                   --------- ---------- ---------- ---------- ----------

Net asset value, end of period                      $106.03     $99.65     $98.13     $98.02     $99.65
                                                   ========= ========== ========== ========== ==========

Ratios to average net assets (annualized):
     Expenses                                          1.30%      1.30%      1.30%      1.30%      1.30%
     Incentive allocation                            (0.10)%    (0.08)%    (0.01)%      0.00%      0.00%
                                                   --------- ---------- ---------- ---------- ----------
        Total expenses and incentive allocation        1.20%      1.22%      1.29%      1.30%      1.30%
                                                   ========= ========== ========== ========== ==========

        Net investment income/(loss)                 (1.17)%    (1.19)%    (1.27)%    (1.27)%    (1.27)%
                                                   ========= ========== ========== ========== ==========

Total return (prior to incentive allocation)         (1.98)%    (1.98)%    (1.98)%    (1.98)%    (0.35)%

Incentive allocation                                   0.10%      0.08%      0.01%      0.00%      0.00%
                                                   --------- ---------- ---------- ---------- ----------
        Total return                                 (1.88)%    (1.90)%    (1.97)%    (1.98)%    (0.35)%
                                                   ========= ========== ========== ========== ==========
</TABLE>

Total return is calculated for each series taken as a whole.  The ratios to
average  net assets and the total  return for each member may vary based on
the  timing  of  capital  transactions.  The  ratio  of  expenses  and  net
investment  income/(loss)  to average net assets is  calculated by dividing
total expenses and net investment income/(loss), respectively, by the month
end average net assets for the period.  The  components of total return are
calculated  by dividing the change in the per unit value of each  component
for the  period by the net asset  value  per unit at the  beginning  of the
period.  The ratios to average net assets  calculated  above do not include
the Company's  proportionate share of net investment income and expenses of
the Investees.

ITEM 2.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND
          RESULTS OF OPERATIONS

     The  following  discussion  should  be read in  conjunction  with  the
financial  statements  of Goldman  Sachs Hedge Fund  Partners  II, LLC (the
"Company") and the related notes thereto.

OVERVIEW

     The  Company is a Delaware  limited  liability  company  organized  in
August 2003 to operate as an investment  fund.  It commenced  operations on
August 1, 2003. Goldman Sachs Hedge Fund Strategies LLC, a Delaware limited
liability  company,  serves as the Company's managing member (the "Managing
Member").

     As of June 30, 2005,  the Company had total  assets of  $1,176,328,520
compared  with total  assets of  $1,239,119,475  as of December  31,  2004.
Liabilities  of the  Company  totaled  $235,156,737  as of  June  30,  2005
compared with  $88,297,851 as of December 31, 2004.  Member's equity of the
Company was  $941,171,783 as of June 30, 2005 compared with  $1,150,821,624
as of December 31, 2004.

     The Company's  investment  objective is to target attractive long-term
risk-adjusted   returns  across  a  variety  of  market  environments  with
volatility  and  correlation  that are lower than those of the broad equity
markets.   To  achieve  this  objective,   the  Company  allocates  all  or
substantially  all of its assets among privately  placed  investment  funds
(the  "Investment  Funds")  managed by the Managing  Member,  each of which
allocates  its assets to, or invests in entities  managed  by,  independent
investment  managers  (collectively,  the  "Advisors")  that employ a broad
range of investment  strategies  primarily within one of the following four
hedge fund sectors:  the equity long/short sector, the event driven sector,
the relative  value sector,  and the tactical  trading  sector.  Currently,
substantially  all of the Company's  assets are invested in four Investment
Funds: Goldman Sachs Global Equity Long/Short,  LLC ("GELS"), Goldman Sachs
Global Event Driven,  LLC ("GED"),  Goldman Sachs Global Relative Value II,
LLC ("GRV II") and  Goldman  Sachs  Global  Tactical  Trading II, LLC ("GTT
II").

     Performance  of the Company in any period will be  dependent  upon the
performance  by  the  four  Investment  Funds  and  the  percentage  of the
Company's  assets in each of the  Investment  Funds  during the period.  In
addition,  performance  is determined by the  allocation by the  Investment
Funds of their assets with the various Advisors and the performance of each
of those Advisors.

     The Company's  results  depend on the ability of the Managing  Member,
including  in its  capacity  as managing  member of each of the  Investment
Funds,  to  recognize  and  capitalize  on  trends  and  other  profit  and
investment  opportunities  within the four investment sectors.  Unlike many
operating businesses,  general economic or seasonal conditions may not have
any  direct  effect  on the  profit  potential  of the  Company  due to the
speculative  nature of the  Company's  investments  and since the Company's
investments in the Investment  Funds are managed to seek to eliminate or at
least  significantly  reduce  the impact of general  economic  or  seasonal
conditions.  In addition, the Company's past performance is not necessarily
indicative of future  results.  Each  Investment  Fund allocates  assets to
Advisors  that  invest in  various  markets  at  different  times and prior
activity  in a  particular  market  does not mean that such  market will be
invested in by the Advisors or will be profitable in the future.

RESULTS OF OPERATIONS  FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND
2004

     The following  presents a summary of the  operations for the three and
six months  ended June 30, 2005 and for the three and six months ended June
30, 2004, and a general  discussion of each Investment  Fund's  performance
during those periods.

PERFORMANCE FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005

     The  Company's  net trading  profit/loss  for the three and six months
ended  June  30,  2005 was  $(5,910,008)  and  $(2,824,853),  respectively,
compared to the three and six months  ended June 30, 2004 of  $(19,639,871)
and $2,848,394, respectively.

     For the three and six months ended June 30, 2005, the Company's  Class
A Series 1 Units returned  (0.82)% and (0.87)%,  respectively,  net of fees
and incentive allocation.

OVERVIEW

     The Company is designed to be broadly exposed to the hedge fund market
by  allocating  its assets to the  Investment  Funds in the four hedge fund
sectors:  tactical  trading,  equity  long/short,  relative value and event
driven.  Quantitative  analysis is  combined  with  judgment  to  determine
strategic allocations that will offer broad exposure to hedge fund returns.
Strategic  return,  risk and correlation  estimates inform the quantitative
analysis,  which  balances  returns and  contribution  to  portfolio  risk.
Judgment is applied to both  estimates and weights in an attempt to achieve
a  diversified  exposure  to hedge funds while  targeting  attractive  risk
adjusted  returns.  The Company  cannot predict which hedge fund sector and
accordingly,  which Investment Fund will perform the best in the future. As
of June 30, 2005, the Company had the following exposures:
<TABLE>
<CAPTION>

                                               PORTFOLIO
                                             WEIGHT AS A %     THREE MONTHS
                         PORTFOLIO WEIGHT     OF ADJUSTED         ENDED        SIX MONTHS ENDED
                             AS A % OF          MEMBERS'      JUNE 30, 2005      JUNE 30, 2005
   INVESTMENT FUND      MEMBERS' EQUITY (1)    EQUITY (2)     NET RETURN (3)     NET RETURN (3)
--------------------- --------------------- ---------------- ----------------- ------------------
<S>                            <C>              <C>                <C>               <C>
       GELS                    26.38%           21.15%             0.74%             1.89%
       GED                     31.12%           24.95%             0.47%             2.38%
       GRV II                  39.55%           31.72%            (2.67)%           (1.73)%
       GTT II                  27.84%           22.32%             0.43%            (2.83)%

<FN>
(1)   Members' equity used in the calculation of the investments as a % of members'
      equity, is reduced for member redemptions that are paid after the balance sheet date.

(2)   Adjusted members' equity used in the calculation of the investments as a percentage
      of adjusted members' equity represents members' equity excluding redemptions payable
      in the amount of $232,621,655 that are payable after June 30, 2005.

(3)   These returns are based on the performance of Class C Series 1 units. The returns
      include administration fees. No management fee or incentive allocation was charged by
      the managing member of the Investment Funds with respect to the Company's investment
      in any of the Investment Funds. Past performance is not indicative of future results,
      which may vary.
</FN>
</TABLE>

THE INVESTMENT FUNDS

     Each of the four Investment  Funds'  performance  during the three and
six months ended June 30, 2005 is described in the following.

GOLDMAN SACHS GLOBAL EQUITY LONG/SHORT, LLC

     As of  June  30,  2005  GELS  represented  approximately  21%  of  the
Company's  adjusted  members' equity which excluded  redemptions paid after
June 30, 2005 and which  reflected the reweighting of the portfolio and the
subsequent increase in the weighting of GELS during the first half of 2005.
GELS returned 0.74% and 1.89%, respectively, for Class C Series 1 units for
the three and six months ended June 30, 2005.

FOR THE THREE MONTHS ENDED JUNE 30, 2005

     Global equity markets experienced a significant  sell-off early in the
second quarter,  but most equity markets  recovered  during May and June of
2005. Weaker than expected first quarter U.S Gross Domestic Product ("GDP")
numbers,  minutes from the March 22nd Federal Reserve Board ("Fed") meeting
suggesting that "inflation  pressures could be  intensifying,"  and another
record U.S.  trade  deficit ($61  billion) in February 2005 were factors in
the particularly  weak performance of equities markets in April.  Virtually
all major  domestic  and  international  indices were down for the month of
April.  Several GELS  Advisors were hurt in April by a sell-off in cyclical
and   industrial   companies,    particularly   energy   companies,   steel
manufacturers and raw materials suppliers. In May, positively revised first
quarter 2005 GDP numbers,  stronger  than expected  U.S.  non-farm  payroll
numbers  and a lower than  expected  U.S.  trade  deficit  helped to propel
equities to  significant  gains for the month.  Most GELS Advisors who lost
money in May were notionally (in dollar terms) or beta-adjusted  (factoring
in volatility  and  correlation  to the market) net short during the month,
and were hurt by the broad-based  equity rally. In June, most U.S.  indices
declined  or  were  essentially  flat,  while  overseas  markets  performed
relatively  well. The Fed raised rates yet again in the U.S., while the U.K
Monetary Authority kept rates unchanged (and two of nine members even voted
for a rate cut).  The U.S.  trade deficit was below  expectations,  and the
U.S. index of leading  economic  indicators was weaker than expected.  Most
GELS  Advisors  performed  well for the  month of June,  and more  than two
thirds of GELS Advisors ended in positive  territory for the second quarter
of 2005.

FOR THE SIX MONTHS ENDED JUNE 30, 2005

     Markets were mixed for the first half of 2005,  with most indices down
slightly.  The  S&P  500  Index  was  down  for the  first  quarter  before
recovering in the second quarter, finishing down less than 1% for the first
six months of 2005.  Rising energy  prices  dominated the news in the first
quarter of 2005.  Crude oil started  January  trading at $42.12 per barrel,
and finished the first  quarter at $55.40 per barrel.  Though energy prices
remained  high through the second  quarter of 2005,  the increase in prices
during the second quarter was less significant. After a mixed January, GELS
Advisors  posted  solid  returns in  February,  with  twelve of  twenty-six
Advisors  up at least 3% for the month.  The market  corrected  somewhat in
March, with emerging markets down significantly.  The first quarter of 2005
rally in energy and commodity prices hurt the overall  markets,  but helped
several  GELS  Advisors  who  had  significant  long  exposure  to  energy,
industrial and cyclical  stocks.  In the beginning of the second quarter of
2005,  sell-offs  occurred in those same  energy,  industrial  and cyclical
names as commodity prices retreated. Many GELS Advisors reduced exposure to
those sectors  early in the second  quarter of 2005.  Conflicting  economic
data points,  fears of inflation,  continued rate increases by the Fed, and
fluctuations  in energy and commodity  prices  influenced  market  behavior
through the second  quarter of 2005.  Approximately  three quarters of GELS
Advisors were up during the first half of 2005.

GOLDMAN SACHS GLOBAL EVENT DRIVEN, LLC

     As of June 30, 2005 GED represented approximately 25% of the Company's
adjusted  members'  equity which excluded  redemptions  paid after June 30,
2005  and  which  reflected  the  reweighting  of  the  portfolio  and  the
subsequent  increase in the weighting of GED during the first half of 2005.
GED returned 0.47% and 2.38%, respectively,  for Class C Series 1 units for
the three and six months ended June 30, 2005.

FOR THE THREE MONTHS ENDED JUNE 30, 2005

     GED ended the second quarter of 2005 in positive territory despite the
economic backdrop of declining yields on 10-year Treasury Notes,  increased
oil price volatility,  continued rate hikes by the Fed, the Federal Reserve
Open Marker Committee  ("FOMC") raising  short-term  interest rates for the
ninth time in the past twelve months to 3.25%, equity market volatility and
several  significant  events  surrounding  the auto industry.  GED Advisors
managed to recoup  losses  suffered in April and May with a strong month in
June, aided by positive performance from European related exposure. For the
second quarter of 2005,  the high yield market,  represented by the Merrill
Lynch US High Yield Master II Index,  returned 2.61%, bringing year-to-date
performance to 1.13%. In addition,  for the second quarter of 2005, the S&P
500 Index returned 1.37%,  the MSCI World Index returned 0.41% and the MSCI
Europe Index hedged to the U.S. Dollar returned 4.24%.

     High yield credit  spreads  widened by 35 basis points  ("bps") to end
the second quarter of 2005 at 385 bps over 10-year Treasuries. The month of
April  experienced  a  technical  sell-off in the high yield  markets  with
continued  mutual  fund  outflows.  The  component  of the high yield index
related to "CCC" and lower  related  issues  suffered  the largest  losses,
ending  the month  down 3.6%  following  weakness  experienced  in the auto
industry. Additionally, many GED Advisors suffered losses as their Treasury
hedges moved against them with 10-year  Treasury  yields falling from 4.48%
at the  beginning  of April to 4.20% at the end of April.  As  mutual  fund
outflows abated in the month of June, GED Advisors were able to profit from
strong credit selection as many GED Advisors were positioned for a rally in
higher quality  credits.  GED Advisors also  generated  profits in the bank
debt market, which stabilized after a difficult month in May.

     Global mergers and acquisitions volumes for the second quarter of 2005
totaled a robust $683  billion,  a marked rise from  activity in the second
quarter of 2005.  GED  Advisors  with risk  arbitrage  exposure  had a good
second  quarter in 2005.  GED Advisors  also profited as spreads in some of
the larger leveraged  buyout deals  tightened.  These deals were trading at
attractive   spreads  given  the  uncertainty   surrounding  the  financing
environment.

     In the area of strategic alternatives/restructuring, GED Advisors were
active in the media  sector.  Early in the second  quarter of 2005,  stocks
with exposure to asbestos claims rallied on news that the Senate  Judiciary
Committee  might be  close to  agreement  on a  proposed  industry-financed
asbestos trust fund.

FOR THE SIX MONTHS ENDED JUNE 30, 2005

     GED  Advisors  generated  positive  returns  in the first half of 2005
despite a challenging  environment for both the equity and bond markets. In
the first quarter of 2005, GED Advisors  benefited from the short positions
held by many credit  focused GED  Advisors,  as well as European  and other
non-U.S.  exposure.  For the first  quarter of 2005,  the MSCI World  Index
returned (1.10)%,  the S&P 500 Index returned (2.15)%, the Lehman Aggregate
Bond Index returned (0.47)%,  and the Merrill Lynch US High Yield Master II
Index returned (1.44)%. In the second quarter of 2005, GED Advisors managed
to recoup  losses  suffered  in April and May with a strong  month in June,
aided by positive performance from our  European-focused GED Advisors.  For
the second  quarter  of 2005,  the high yield  market,  represented  by the
Merrill  Lynch US High  Yield  Master II Index,  returned  2.61%,  bringing
year-to-date  performance to 1.13%. In addition,  for the second quarter of
2005, the S&P 500 Index returned 1.37%, the MSCI World Index returned 0.41%
and the MSCI Europe Index hedged to the US Dollar returned 4.24%.

     High yield credit  spreads  widened by 75 bps to end the first half of
2005 at 385 bps over 10-year  Treasuries.  High yield spreads were affected
late in the first quarter of 2005 by a number of events: the Fed's decision
to raise  short-term  rates,  high yield mutual fund  outflows and negative
earnings guidance from General Motors,  the world's largest auto maker. The
second quarter of 2005 saw a continuation of the same theme: the Fed raised
rates for the ninth time in the past twelve months,  and the month of April
experienced a technical  sell-off in the high yield markets with  continued
mutual fund  outflows.  The  component  of the high yield index  related to
"CCC" and lower related  issuers  suffered the largest  losses,  ending the
month down 3.6%  following  the  weakness  experienced  in the auto sector.
Additionally,  many GED Advisors  suffered  losses as their Treasury hedges
moved against them with 10-year  Treasury  yields falling from 4.48% at the
beginning  of April to 4.20% at the end of April.  As mutual fund  outflows
abated in the month of June,  GED Advisors  were able to profit from strong
credit  selection  as many were  positioned  for a rally in higher  quality
credits. GED Advisors also generated profits in the bank debt market, which
stabilized after a difficult month in May.

     Global  mergers  and  acquisitions  volumes for the first half of 2005
totaled $1.25  trillion,  a 43% increase over first half activity for 2004.
The  second  half of 2005  proved  profitable  for GED  Advisors  with risk
arbitrage exposure.

     In the area of strategic alternatives/restructuring, GED Advisors were
active in the media sector,  which had experienced a great deal of activity
during the first half of 2005. In addition, stock with exposure to asbestos
claims  rallied  early in the  second  quarter of 2005 on the news that the
Senate  Judiciary  Committee  might  be close to  agreement  on a  proposed
industry-financed asbestos trust fund, allowing GED Advisors to profit.

GOLDMAN SACHS GLOBAL RELATIVE VALUE II, LLC

     As of  June  30,  2005  GRV II  represented  approximately  32% of the
Company's  adjusted  members' equity which excluded  redemptions paid after
June 30, 2005 and which  reflected the reweighting of the portfolio and the
subsequent  increase  in the  weighting  of GRV II during the first half of
2005. GRV II returned (2.67)% and (1.73)%, respectively, for Class C Series
1 units for the three and six months ended June 30, 2005.

FOR THE THREE MONTHS ENDED JUNE 30, 2005

     Convertible bond arbitrage  strategies  generated  negative returns in
the second  quarter of 2005 due  primarily to technical  selling  driven by
investor  redemptions  and low realized  equity  volatility  throughout the
period. The Chicago Board Options Exchange Volatility Index or VIX Index (a
measure of short term implied volatility) was range-bound between 11.0% and
17.7% for the period. As a result, most GRV II Advisors trading convertible
bonds  strategies  experienced  negative  performance  from this particular
strategy.

     Overall,  equity  market  neutral GRV II Advisors  experienced a solid
second  quarter in 2005,  despite a difficult  equity  market  environment.
There was low variation between individual stocks' returns, providing fewer
opportunities  for profits from long vs. short positions as price movements
were  muted.  The strong  performance  came from the fact that  certain key
factors  worked well for the  quarter,  such as value  factors and momentum
factors,  which when  aggregated  across  many  stocks  resulted  in decent
returns.

     GRV II Advisors implementing  strategies based on fixed income trading
had  a  difficult  second  quarter  in  2005.  The  U.S.   Treasury  market
experienced  a rally as the  10-year  bond  yield  decreased  from 4.48% to
3.92%.  The yield curve also  experienced  a  significant  flattening.  The
spread between the 2-year note and the 10-year bond decreased from about 71
bps to 28 bps,  causing certain GRV II Advisors in the fixed income trading
category to lose money.  Other fixed  income  trading GRV II Advisors  were
able to generate  positive  returns from trading certain European and Asian
interest-rate and currency markets.

     GRV II Advisors implementing strategies based on credit relative value
delivered mixed results for the second quarter in 2005. GRV II Advisors who
focused more on fundamental  credit picking were able to generate  positive
absolute  returns.  In  contrast,  GRV  II  Advisors  who  have  more  of a
quantitative  investment process and trading approach (especially those GRV
II Advisors  exposed to correlation  trades)  suffered  losses as the price
movement  predicted by their models  experienced a disconnect from the real
market price movements.

     Given solid emerging markets, GRV II Advisors implementing  strategies
based on emerging  market relative value posted gains in the second quarter
of  2005,  mainly  attributed  to  intra-country  trading  and  fundamental
sovereign debt selection.

     GRV II Advisors  implementing a multi-strategy  approach experienced a
difficult  second quarter in 2005. The  differences in performance  between
multi-strategy  GRV II Advisors was mostly due to the different  allocation
each GRV II Advisor had to convertible bond trading,  correlation  trading,
and volatility trading  strategies.  The more a GRV II Advisor allocated to
these strategies, the greater the likelihood the GRV II Advisor experienced
negative   performance.   GRV  II  Advisors  that  allocated  in  favor  of
fundamental  credit and equity trading  strategies  produced better results
overall.

FOR THE SIX MONTHS ENDED JUNE 30, 2005

     Convertible bond arbitrage  strategies  generated  negative returns in
the first half of 2005.  Realized equity volatility remained low throughout
the first half of the year,  implied  volatilities  came down,  and the new
issue market was weak.  Pressure on convertible  bond  valuations were also
driven by hedge  fund  investor  redemptions.  The  Chicago  Board  Options
Exchange  Volatility  Index or VIX Index (a measure  of short term  implied
volatility) traded between 11.0% and 17.7% for the period. As a result, GRV
II Advisors  trading  convertible  bonds  strategies  experienced  negative
performance from this particular strategy.

     Overall,  equity  market  neutral GRV II Advisors  experienced a solid
first  half  in  2005.   Strong  value  and  momentum  factor   performance
overshadowed the difficult low single-stock return dispersion equity market
environment.

     GRV II  Advisors  adopting a strategy  based on fixed  income  trading
experienced a relatively  flat first half of 2005 in terms of  performance.
Many GRV II Advisors were able to generate  positive  returns for the first
half from  relative  value  trading in Europe and Asia,  but this  positive
attribution  was  erased  from  significant  underperformance  of one fixed
income trading GRV II Advisor. Much of the reason for the loss stemmed from
the  significant  flattening  of the U.S.  yield curve and the rally in the
10-year U.S. Treasury bond.

     GRV II Advisors  adopting a strategy  based on credit  relative  value
delivered  mixed  results  for the first half of 2005.  From a  performance
perspective,  GRV II  Advisors  were  bifurcated  into  two  camps.  GRV II
Advisors focusing more on fundamental  credit picking were able to generate
positive absolute returns, while credit relative value GRV II Advisors with
more of a quantitative  investment process and trading approach (especially
those exposed to correlation  trades) suffered losses as the price movement
predicted by their  models  experienced  a disconnect  with the real market
price movements.

     Given solid emerging markets, GRV II Advisors implementing  strategies
based on emerging  market relative value posted gains in the second quarter
of  2005,  mainly  attributed  to  intra-country  trading  and  fundamental
sovereign debt selection.

     GRV II Advisors  implementing a  multi-strategy  approach  experienced
mixed  results  for the six  months  ended June 2005.  The  differences  in
performance  between  multi-strategy  GRV II Advisors was mostly due to the
different  allocation each GRV II Advisor had to convertible  bond trading,
correlation  trading and volatility trading  strategies.  The more a GRV II
Advisor allocated to these  strategies,  the greater the likelihood the GRV
II Advisor experienced negative performance. GRV II Advisors that allocated
in favor of  fundamental  credit and  equity  trading  strategies  produced
better results overall.

GOLDMAN SACHS GLOBAL TACTICAL TRADING II, LLC

     As of  June  30,  2005  GTT II  represented  approximately  22% of the
Company's  adjusted  members' equity which excluded  redemptions paid after
June 30, 2005 and which  reflected the reweighting of the portfolio and the
subsequent  increase  in the  weighting  of GTT II during the first half of
2005. GTT II returned 0.43% and (2.83)%, respectively, for Class C Series 1
units for the three and six months ended June 30, 2005.

FOR THE THREE MONTHS ENDED JUNE 30, 2005

     The  second  quarter  of 2005  proved to be a mixed  period for GTT II
Advisors.  Fixed income trading was the largest  contributor to performance
for the second  quarter of 2005.  GTT II Advisors  were most  profitable in
long  European  fixed  income  positions.  European  bond  prices  rose  as
investors  reacted to a slowdown  in growth,  rising  unemployment  and the
possibility of a more  accommodating  monetary policy. In the U.S., despite
continued  interest rate  tightening  by the Fed,  10-year bond yields also
declined as investors reacted to lower global growth prospects.

     Foreign  exchange  trading  posted gains during the second  quarter of
2005. Markets focused on growth and interest rate differentials  during the
second  quarter,  marking a departure from their previous  emphasis on U.S.
trade  imbalances.  This shift led to a strengthening  of the U.S.  Dollar,
pushing the Dollar index 6% higher during the second quarter.  Accordingly,
GTT II Advisors were most profitable in long Dollar  positions  against the
major currencies.

     Equity  trading  contributed to small losses during the second quarter
of 2005.  Global equities ended the quarter mixed as gains were made in the
U.S. and Europe,  while Japanese indices had little movement.  A weak March
was followed by a steep  sell-off in April as global  markets  responded to
disappointing  retail  sales  growth  in the U.S.  Markets  rallied  as the
weakened  global  growth  picture  led many to  expect  more  accommodating
monetary  policies in the U.S. and Europe.  The Nikkei  Index  continued to
struggle  throughout  May  because  of  the  perceived  ineffectiveness  of
monetary policy given Japan's near-zero interest rates.

     Commodities  were the  largest  contributor  to losses  for the second
quarter,  as most sectors proved  difficult for GTT II Advisors.  Crude Oil
prices  fluctuated  dramatically  during April and May before reaching more
than $60 per barrel in June as the market digested  conflicting  supply and
demand numbers,  tensions in the Middle East, and seasonal  issues.  GTT II
Advisors  ended the second  quarter net negative in energy  trading.  Grain
markets were also volatile  during the second quarter as  unseasonably  dry
weather  threatened to reduce expected crop size. GTT II Advisors ended the
second  quarter flat in grain trading.  Following a steady rise  throughout
the first  quarter,  base metals  markets  peaked in early April,  sold-off
sharply in May,  and ended the  quarter  little  changed.  GTT II  Advisors
materially  decreased risk allocated to the sector as the markets,  trading
within a narrow band, proved difficult to trade.

FOR THE SIX MONTHS ENDED JUNE 30, 2005

     The first half of 2005 saw mixed  results  across the four major asset
classes.  Fixed income  trading  generated the majority of gains during the
first  six  months  of  2005,  with  particular  success  in long  European
exposure.  With the exception of an  approximately  30 day decline  between
mid-February  and mid-March,  European bond prices  climbed  throughout the
first half of 2005 on sluggish  economic growth,  high  unemployment and an
occasionally unstable political environment.  Bonds in the U.S. were fairly
volatile as yields  climbed  during  February  and March on signs of higher
inflation and  possibility of further Fed interest rate  tightening.  After
sustaining  losses on the  reversal of the trend toward lower yields in the
fourth  quarter of 2004,  GTT II Advisors  successfully  shifted into short
bond positions in March 2005. However, in April, yields fell again on signs
of a global  slowdown--forcing GTT II Advisors to again shift positions. By
the end of June,  GTT II Advisors were  profitable in U.S. bond trading for
the six-month period.

     Foreign  exchange  trading  generated   moderate  losses  for  GTT  II
Advisors.  During the first quarter of 2005,  foreign exchange markets were
particularly  difficult for GTT II Advisors as markets moved  sideways with
increased volatility following January's reversal of the weak Dollar trend.
Uncertainty prevented sustained market direction; wider U.S. trade deficits
favored  Dollar  weakness  while U.S.  growth rates  relative to Europe and
Japan  favored  Dollar  strength.  The second  quarter of 2005 brought more
focus on the  interest  rate and growth  differentials,  pushing the Dollar
steeply higher during May and June.  Profits in foreign exchange during the
second quarter  partially  offset losses  sustained in the first quarter of
2005.

     Commodity  trading was the largest  contributor  to losses  during the
first half of 2005.  Energy trading was the sole profitable  sector as long
positions benefited from the rally of crude oil past $60 per barrel despite
interim  volatility.  Growing  global demand and political  tensions in the
Middle  East  yielded  concerns  that  supplies  would  not be able to meet
demand.  The largest  commodities  losses were suffered in metals  trading,
including both industrial and precious metals.  Following a sustained first
quarter 2005 rally on a higher global  growth  outlook,  industrial  metals
sold off sharply in May as signs  pointed to  stagnating  growth,  and then
proceeded to trade  erratically.  Precious metals were choppy as they moved
in tandem  with the Dollar.  Grain  trading  also led to losses  during the
first half of 2005. February experienced a sharp rally in soybeans,  ending
a downward  trending market,  as a drought  threatened crop yields in South
America. After trading in a narrow band during much of April and May, beans
again  moved  sharply  higher on the  possibility  of a U.S.  drought,  but
quickly declined on improved weather conditions.

     Equity trading  sustained  small losses during the first half of 2005.
Most major  indices  traded  sideways  during the first  quarter of 2005 as
company-specific  news, higher interest rates in the U.S. and higher energy
prices yielded minimal net direction.  As a result,  the sector experienced
only small  investments.  During the second quarter of 2005, markets showed
marginally positive direction in the U.S. and Japan and increased in Europe
on the possibility of lower European interest rates. Overall, gains in long
European  equity  indices  were  offset by losses  in mixed  U.S.  and Asia
positions.

PERFORMANCE FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2004

     The  Company's  net trading  profit for the three and six months ended
June 30, 2004 was $(19,639,871) and $2,848,394 respectively.

     For the three and six months ended June 30, 2004, the Company's  Class
A Series 1 Units returned (1.88)% and 1.01%, respectively,  net of fees and
incentive allocation.

OVERVIEW

     The Company is designed to be broadly exposed to the hedge fund market
by  allocating  its assets to the  Investment  Funds in the four hedge fund
sectors:  equity  long/short,  event  driven,  relative  value and tactical
trading.  During the first six months of 2004,  the Company  allocated  its
assets  on a  roughly  equivalent  risk-weighted  basis to each of the four
hedge  fund  sectors.   Despite  stagnant  job  growth,  weakened  consumer
confidence,   and  increased  geopolitical  tensions,  all  sectors  posted
positive returns in the first quarter of 2004. Profits were driven, in many
cases,  by  short  sales  as well  as  from  long  positions  of  Advisors'
portfolios.  The  Company  cannot  predict  which  hedge  fund  sector  and
accordingly  which  Investment Fund will perform best in the future.  As of
June 30, 2004, the Company had the following exposures:

<TABLE>
<CAPTION>
    INVESTMENT FUND          PORTFOLIO WEIGHT         THREE MONTHS ENDED       SIX MONTHS ENDED
                                AS A % OF               JUNE 30, 2004          JUNE 30, 2004
                             MEMBERS' EQUITY           NET RETURN (1)          NET RETURN (1)
----------------------- -------------------------- ----------------------- ----------------------
<S>                                <C>                    <C>                      <C>
        GELS                       14.12%                 (1.93)%                  1.39%
        GED                        22.81%                  1.13%                   5.11%
        GRV II                     38.36%                 (0.03)%                  2.35%
        GTT II                     25.22%                 (6.14)%                 (1.83)%

<FN>
(1)  These returns are based on the  performance of Class C Series 1 units.
     The  returns  include   administration  fees.  No  management  fee  or
     incentive  allocation  was  charged  by  the  managing  member  of the
     Investment  Funds with respect to the  Company's  investment in any of
     the  Investment  Funds.  Past  performance is not indicative of future
     results, which may vary.
</FN>
</TABLE>

THE INVESTMENT FUNDS

     Each of the four Investment  Funds'  performance  during the three and
six months ended June 30, 2004 is described in the following.

GOLDMAN SACHS GLOBAL EQUITY LONG/SHORT, LLC

     As of  June  30,  2004,  GELS  represented  approximately  14%  of the
Company's members' equity which was generally consistent with the weighting
of GELS as part of the  Company  throughout  the six months  ended June 30,
2004. GELS returned (1.93)% and 1.39%,  respectively,  for Class C Series 1
units for the three and six months ended June 30, 2004.

THREE MONTHS ENDED JUNE 30, 2004

     Global equity markets experienced  significant  volatility  throughout
the second quarter of 2004. The first half of the quarter  produced a sharp
sell-off,  leaving U.S. and emerging  markets down.  Stability  returned in
mid-May,  reversing  market lows by quarter-end  and allowing GELS Advisors
with net long  exposure to recoup some  earlier  losses.  Within  developed
markets,  Japan  experienced  the strongest  rally;  they also suffered the
sharpest developed market pull-back in the months of April and May.

     Macro  economic news drove the markets into positive  territory in the
latter half of the quarter as encouraging  information from various sectors
flowed.   Continued  positive  employment  and  job  reports  coupled  with
encouraging  indicators  from the FOMC  alluding to economic  strength  and
trends towards  disinflation  helped to stabilize the markets.  A series of
strong earning  reports,  a pull-back in oil prices,  the  indication  that
interest rate  adjustments  would be made at a moderate rate going forward,
and the surprise early transfer of sovereignty in Iraq, built confidence in
the  markets in June.  By the end of June,  over half of the GELS  Advisors
posted positive returns for the quarter.

SIX MONTHS ENDED JUNE 30, 2004

     Investor  sentiment  shifted  over the  first  half of the  year  from
apprehension  about the  labor  market  to fears of  rising  inflation  and
interest rates. A solid economy and signs of inflation  prompted the Fed to
increase the federal  funds rate from 1.00% to 1.25% at the very end of the
second quarter.  This was the first increase since May 2000 and was largely
based on a series of  unexpectedly  strong  monthly  non-farm  payroll data
releases and evidence of inflationary pressures.

     Despite the  continuation of strong  corporate  profit growth,  equity
investors became  preoccupied with the prospect of rising interest rates as
the first half of the year progressed.  This, coupled with continued unrest
in Iraq, tempered the stock markets,  especially during the second quarter.
US stocks,  as measured  by the S&P 500 Index,  returned  1.72%  during the
second quarter. This was the second consecutive quarter of positive results
for the  Index,  following  a 1.69% gain in the first  quarter.  The NASDAQ
Composite  gained 2.80% in the second  quarter,  after falling 0.35% during
the  first  three  months  of the year.  International  equities  generated
similar   results,   with  the   Morgan   Stanley   Capital   International
Europe/Australia/Far   East  Index  posting  two  consecutive  quarters  of
positive  results  at  4.34%  and  0.22%,   respectively.   Those  sectors,
geographies, and styles that have led the equity market rally over the past
year  experienced  a  sharp  correction  in  April.  Semiconductor  stocks,
emerging  markets,  small cap  stocks,  and  commodity-related  stocks  all
declined and GELS Advisors with exposures to these sectors incurred losses.
Markets  continued  to be  volatile  in  May,  a  month  which  saw a sharp
correction  in  Japan,  a market  which  until  this  point  had been  left
unscathed.  June saw a degree of stabilization as most major equity markets
rebounded;  among developed markets,  Japan experienced the strongest rally
after the correction experienced the previous month.

GOLDMAN SACHS GLOBAL EVENT DRIVEN, LLC

     As of  June  30,  2004,  GED  represented  approximately  23%  of  the
Company's members' equity which was generally consistent with the weighting
of GED as part of the  Company  throughout  the six  months  ended June 30,
2004.  GED  returned  1.13% and 5.11%,  respectively,  for Class C Series 1
units for the three and six months ended June 30, 2004.

THREE MONTHS ENDED JUNE 30, 2004

     The second quarter of 2004 was a challenging  time period and produced
variable market results:  the Morgan Stanley  Capital  International  World
Index  rose  0.87%,  while the S&P 500 Index  ended the  quarter  up 1.72%.
Anticipation  of rising  interest  rates and concern over the  situation in
Iraq generated uneven results in the primary markets while investors waited
for news. For most of the quarter,  implied equity volatility was low, with
the Chicago Board Options  Exchange SPX Volatility Index ("VIX") trading in
a range between 14 and 17, with the exception of the first two weeks in May
when the index  spiked to 20. The U.S.  Treasury  market was  volatile  and
pulled back for the quarter as the  benchmark  10-year note yield rose from
3.8% to 4.6%.

     The distressed and high yield markets witnessed a volatile quarter due
to capital  outflows and interest rate concerns;  high yield credit spreads
tightened  by 34 bps to 404 bps versus  Treasuries,  and the Merrill  Lynch
U.S. High Yield Master II Index  declined in two of the three months in the
second quarter, ending the quarter down approximately 0.80%.  Additionally,
high yield  mutual fund flows were net negative for the quarter at about $4
billion.  Despite the choppiness in the market, many GED Advisors performed
relatively well by focusing on arbitrage and shorting  opportunities in the
credit  markets.  Some benefited from investing in situations  with a clear
catalyst or "event"  uncorrelated  to the markets.  The high yield calendar
slowed in the second quarter, with new issuance totaling  approximately $38
billion and year-to-date issuance at $82 billion.

     Global  mergers and  acquisition  volume for the quarter  totaled $371
billion, a 15% increase over last year's second quarter activity.  However,
momentum in the market  fizzled as deal activity in the second  quarter was
slower than the previous quarter, with no extremely large deals announced.

SIX MONTHS ENDED JUNE 30, 2004

     The first half of 2004 was characterized by the anticipation of rising
interest rates, concerns over the situation in Iraq, and low implied equity
volatility.

     The first quarter of 2004 saw high yield credit spreads widen slightly
while the second  quarter of the year saw a tightening  of credit  spreads.
Since the beginning of 2004,  credit spreads have tightened from 418 bps to
404 bps over  Treasuries,  and the Merrill  Lynch U.S. High Yield Master II
Index has returned 1.36%.  High yield mutual funds saw capital  outflows of
approximately  $5.4  billion  over the  first  half of the  year.  Many GED
Advisors  performed  relatively  well by focusing on arbitrage and shorting
opportunities in the credit markets.  Unlike the indiscriminate  high yield
rally of 2003,  during 2004, GED Advisors have  increasingly  been rewarded
for strong credit selection.  High yield new issuance for the first half of
the  year was very  robust  at  approximately  $82  billion,  on its way to
surpassing the record $140 billion of debt that was issued in 2003.

     On the mergers and acquisitions  front,  global volume of $909 billion
was also on course to surpass last year's  total  volume of $1.3  trillion.
The first  quarter of the year  witnessed  three key large  deals:  the $67
billion hostile bid by Comcast to acquire  Disney,  the $65 billion hostile
bid by  Sanofi-Synthelab  to acquire  Aventis,  and the $55 billion  merger
between JP Morgan Chase and Banc One.  This  created a greater  opportunity
for the GED Advisors than previously seen. Although there were no extremely
large deals  announced in the second  quarter,  the termination of the $1.6
billion deal between Titan and Lockheed Martin was noteworthy, as it hurt a
number  Advisors in their risk  arbitrage  portfolios.  In a benign  merger
environment,  the negative  impact from the  termination of one deal can be
amplified  for the risk  arbitrage  community,  which seeks  returns from a
limited number of deals.

GOLDMAN SACHS GLOBAL RELATIVE VALUE II, LLC

     As of June  30,  2004,  GRV II  represented  approximately  38% of the
Company's members' equity which was generally consistent with the weighting
of GRV II as part of the Company  throughout  the six months ended June 30,
2004. GRV II returned (0.03)% and 2.35%, respectively, for Class C Series 1
units for the three and six months ended June 30, 2004.

THREE MONTHS ENDED JUNE 30, 2004

     Convertible  arbitrage  Advisors  experienced  a  challenging  trading
environment  during the  second  quarter  of 2004 due to  numerous  adverse
market  forces.  The main theme  expressed by GRV II Advisors was a lack of
opportunity as a result of a very richly valued market,  which continued to
see large investor inflows despite lower expected returns. The credit space
saw a widening in credit  spreads,  mostly as a reaction to the increase in
interest   rates  during  April  and  May.   Equity   implied   volatility,
historically  an important  contributor to convertible  arbitrage  returns,
continued its  year-long  decline to such a point that many GRV II Advisors
saw an attractive entry point for volatility-based  trades. The market also
reacted to sudden  exogenous risks  represented in events which reduced the
valuation of certain  convertible  bonds and resulted in a market  decline.
Overall,  Advisors  were cautious in analyzing a very  complicated  trading
environment ripe with macro risks.

     Fixed income arbitrage  Advisors had an active second quarter,  as the
U.S.  interest-rate  environment  experienced  the first  official  hike in
short-term Fed lending  rates.  This monetary  tightening  began as the Fed
broadcast its intentions of tightening economic conditions in response to a
heating economy. The U.S.  interest-rate yield curve began to flatten early
in the second  quarter,  as short-term  bonds sold off more than  long-term
bonds.  Fixed income arbitrage Advisors profited from short-term trading of
mispriced  securities  in  this  highly  volatile  market,  as well as from
well-positioned  curve-flattening  trades.  With  much  of  the  tightening
already  priced into the market by the time of the actual Fed  action,  the
FOMC acted accordingly with a 25 bps increase in rates and expectations are
that the next few meetings will provide similar "measured" hikes.

     Equity market  neutral  Advisors were able to deliver  modest  profits
during an otherwise "nervous" equity market.  Despite low equity volatility
and high correlation among names,  certain GRV II Advisors were able to put
on the correct  value and  momentum  bets in their  portfolio  and generate
returns. In particular, GRV II Advisors who focused on the small-cap sector
had strong performance.

SIX MONTHS ENDED JUNE 30, 2004

     Convertible bond arbitrage  strategies saw a steady inflow of investor
capital in the first half of 2004. The supply of new issues did not live up
to investor demand, resulting in a lack of opportunity for GRV II Advisors.
Throughout  the year,  the market saw  stable  and narrow  credit  spreads,
declining equity volatility,  and higher interest-rates,  which reduced the
returns  in  traditional  convertible-bond  trades  and  motivated  GRV  II
Advisors to trade smartly and selectively.  Some successful GRV II Advisors
reduced exposure to credit-sensitive trades and put on volatility-sensitive
trades, inspired by the attractive low level of equity volatility. Many GRV
II Advisors also began  employing  more complex and  higher-return  trades,
increasingly using convertible bonds to express views on special situations
and capital-structure arbitrage.

     Fixed  income  arbitrage  GRV II  Advisors  traded  through  two  very
different  markets in the first half of 2004,  with the turning point being
the market's  expectation of imminent  higher  interest rates. In the first
quarter,  the  market  was  still  unsure  that an  economic  recovery  was
underway,  and investors moved into  interest-rate  products,  lowering the
benchmark  10-year  Treasury yield from 4.3% to 3.8%. When stronger payroll
numbers were later released,  along with a broadcasted message from the Fed
that it  would  likely  raise  rates,  the  fixed-income  market  sold  off
dramatically  and  pushed  the  10-year  rate back to a peak of 4.85%.  The
market  fluctuated  and traded in a narrow band during the last two months,
leading to the actual 25bps Fed interest  rate increase at the end of June,
which  provided  GRV  II  Advisors  with  an  opportunity  to  profit  from
short-term  range-bound  trading and  volatility-sensitive  trades.  As the
market adjusted to expectations of higher  short-term  interest rates,  the
yield curve  flattened,  and GRV II Advisors who were able to put on trades
that  captured  movements  in the yield curve  through any  combination  of
securities were profitable.

     Equity market  neutral GRV II Advisors saw a reversal in 2004 from the
negative  trends of 2003, as most GRV II Advisors  posted  modest  positive
results. The equity markets moved around during the first half of the year,
but have given back almost all gains,  posting a return of only 2% - 3%. To
the  benefit  of  fundamentally-driven   market-neutral  GRV  II  Advisors,
investors  appeared  to  refocus  on  company   fundamentals,   ending  the
"flight-to-junk"  behavior of the previous  year. GRV II Advisors were able
to generate  profits  depending on their  models'  relative  weights  among
various factors such as value or momentum.  This dynamic  produced the best
results in portfolios  focused on the small-cap sector,  which offered more
attractive trades than large-caps.

GOLDMAN SACHS GLOBAL TACTICAL TRADING II, LLC

     As of June  30,  2004,  GTT II  represented  approximately  25% of the
Company's members' equity which was generally consistent with the weighting
of GTT II as part of the Company  throughout  the six months ended June 30,
2004. GTT II returned (6.14)% and (1.83)%, respectively, for Class C Series
1 units for the three and six months ended June 30, 2004.

THREE MONTHS ENDED JUNE 30, 2004

     The second  quarter of 2004 proved to be a  challenging  period across
commodities,  currencies,  equities, and fixed income markets. Fixed income
and non-energy  commodity  markets,  both of which had provided the bulk of
the  returns  in the  first  quarter,  reversed  sharply  in  early  April.
Positions in these sectors contributed the largest losses for the quarter.

     Reports of a strong  economic  recovery  and rising  inflation  led to
expectations  of  accelerated  interest  rate  hikes  by the  Fed  and to a
sell-off in fixed income markets.  Long equity and short dollar  positions,
particularly  against  the  Japanese  Yen and  Euro,  were also hurt by the
anticipation of a higher interest rate environment.

     Within commodity  markets,  long positions in the energy sector proved
to be the most profitable for the quarter,  as GTT II Advisors were able to
capitalize on record high oil prices, driven by tightening supply and worry
about the Middle East. Non-energy commodities,  specifically  agriculturals
and metals,  fell sharply due to the  strengthening  of the U.S. Dollar and
concerns regarding slowing demand from China.

SIX MONTHS ENDED JUNE 30, 2004

     During the first quarter of 2004,  commodities continued their bullish
trend,  contributing the majority of the profits for the quarter.  Although
the  non-energy  commodity  markets  fell  sharply in the  second  quarter,
resulting in a give-back of some of the profits earned earlier in the year,
commodities still proved to be the most profitable asset class in the first
half of 2004. Agricultural markets,  specifically the soy complex, were the
largest  driver  of  returns,  and GTT II  Advisors  also  held  profitable
positions in base and precious metals.

     Results in fixed income were mixed for the first half of 2004.  In the
first  quarter,  long  bond  positions  in the  U.S.  and  Europe  remained
profitable despite an announcement in late January by the Fed that it would
no longer hold interest  rates low "for a  considerable  period."  However,
expectations  in the second quarter of imminent  accelerated  interest rate
hikes by the Fed negatively impacted fixed income positions, which finished
the quarter with net losses.

     The largest  losses for the first six months of 2004 were  incurred in
currencies and global equity indices.  Early in the year,  currency trading
experienced  mixed performance as the U.S. dollar continued to trade within
a narrow  band.  Meanwhile,  the equity  market rally of the second half of
2003  continued  in  January  and  February,   helping  long  equity  index
positions. However, anticipation in the second quarter of a higher interest
rate environment hurt short dollar and long equity positions,  bringing GTT
II performance for the first half of the year into negative territory.

COMPARISON OF SELECTED  FINANCIAL  INFORMATION FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2005 AND 2004

INTEREST INCOME

     Interest  income for the three and six months  ended June 30, 2005 was
$11,253  and  $35,852,  respectively,  compared to the three and six months
ended June 30, 2004 of $80,499 and  $209,493,  respectively.  The Company's
interest income fluctuates with the level of cash available to invest.  The
decrease  in  interest  income for the three and six months  ended June 30,
2005 as compared to the three and six months ended June 30, 2004  primarily
relates to the structure of the current credit facility  which,  unlike the
Company's  previous  credit  facility,  does not  require  the  Company  to
redeposit cash received from the credit facility into a collateral account,
but instead allows the Company to borrow as requested.

EXPENSES

     The  Management  Fee for the three and six months  ended June 30, 2005
was $3,613,147 and $7,285,162,  respectively, compared to the three and six
months  ended June 30, 2004 of  $3,663,103  and  $5,993,292,  respectively.
Because the  Management  Fee is calculated as a percentage of the Company's
net assets as of each month end (equal to  one-twelfth  of 1.25% of the net
assets of the Company as of the end of the applicable  month),  the changes
in the  expense  in  Management  Fee  were  due to the  fluctuation  in the
Company's net assets during the relevant periods.

     Interest  expense for the three and six months ended June 30, 2005 was
$10,000  and  $4,326,  respectively,  compared  to the three and six months
ended June 30, 2004 of $101,138 and  $250,708,  respectively.  The interest
expense relates to the terms of the borrowing facility that was outstanding
during the three and six month  periods ended June 30, 2005 and 2004. As of
June 30, 2005 and December 31, 2004,  the Company had no  borrowings  under
its credit  facility.  While the amount available under the credit facility
was  increased  to  $40,000,000  as  discussed  in  "Liquidity  and Capital
Resources"  below, the Company does not anticipate  making draw downs under
the credit facility to increase leverage as part of its investment strategy
and the  Company's  current  risk  position is not  expected to change as a
result of the increase in the amount available under the credit facility.

     Professional  fees and  miscellaneous  expenses  for the three and six
months  ended  June 30,  2005 were  $159,401  and  $186,030,  respectively,
compared to the three and six months  ended June 30,  2004 of $167,414  and
$392,543, respectively. The decrease in professional fees and miscellaneous
expenses  for  the  periods  ended  June  30,  2005  was  primarily  due to
additional  services rendered by the Company's legal providers in the prior
period  including  the review of investor  subscription  documents  for the
periods ended June 30, 2004.

     Other than the management fee, the professional fees and miscellaneous
expenses and the  incentive  allocation,  there are no other fees  directly
borne  by  the  Company.  In  addition,  through  its  investments  in  the
Investment   Funds,   the   Company   bears  a  pro-rata   portion  of  the
administration fee paid to the managing member for services provided to the
Investment Funds and Portfolio Companies.

INCENTIVE ALLOCATION

     The Incentive  Allocation  for the three and six months ended June 30,
2005 was $(1,981) and $1,525,  respectively,  compared to the three and six
months ended June 30, 2004 of $(704,511)  and $291,108,  respectively.  The
changes  in   Incentive   Allocation   are  due  to  the  decrease  in  new
appreciation, as defined, for those periods.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's  liquidity  requirements  consist of cash needed to fund
investments  in the  Investment  Funds in  accordance  with  the  Company's
investment  strategy and to fund  semi-annual  redemptions and to pay costs
and expenses. The Company periodically  re-allocates its investments in the
Investment Funds based on the performance of the Investment Funds and other
factors. The Company cannot predict the level of redemptions in the Company
for any semi-annual period until 61 days prior to the redemption date where
written notice must be given to the Managing Member.  The Company endeavors
to pay redemption  proceeds  within 45 days following the redemption  date,
without interest. If the Company faces a liquidity problem, the redemptions
may be  limited or  postponed  under  certain  limited  circumstances.  The
Managing Member's ability to limit or postpone  redemptions in the Company,
enables  the  Company  to  control  and to some  extent  avoid a  liquidity
problem.  However,  substantial  redemptions  of Units in the Company could
require  the  Company  to  liquidate  certain  of  its  investments  in the
Investment Funds in order to raise cash to fund the redemptions which could
have a material  adverse effect on the NAV of the Units and the performance
of the Company.

     The  Company  can  fund  its  liquidity  requirements  by  liquidation
(through  redemption,  or as otherwise  permitted in the limited  liability
agreements of the  Investment  Funds) of its  investments in the Investment
Funds and from new investments from existing and new investors. Redemptions
of the  Company's  investments  in the  Investment  Funds  can be made on a
semi-annual or quarterly basis depending on the Investment Fund, subject to
certain limitations.  The Company was closed to new investors from May 2004
through June 2005 and only  accepted  limited  subscriptions  from existing
investors  during  this  period.  If and when the  Company  re-opens to new
investors,  the Company may close again at any time  without  notice at the
sole  discretion  of  the  Managing   Member.   The  acceptance  of  future
subscriptions  in the Company and the continued  growth of the Company will
be determined by the Managing Member in its sole  discretion.  Although the
Managing  Member may begin to receive new  subscriptions  to the Company in
the future from additional outside investors, any liquidity requirements in
the near term may need to be funded  through  the  redemption  of  existing
investments in the Investment  Funds to the extent new  investments are not
received in sufficient amounts to cover  redemptions.  If the Company seeks
to  redeem  all or a  portion  of its  investment  positions  in any of the
Investment  Funds, the Investment Fund, to the extent it does not have cash
on  hand to fund  such  redemption,  will  need  to  liquidate  some of its
investments.  Substantial  redemptions of membership units in an Investment
Fund,  including  by the  Company,  could  require the  Investment  Fund to
liquidate certain of its investments more rapidly than otherwise  desirable
in  order  to  raise  cash to fund the  redemptions  and  achieve  a market
position  appropriately  reflecting a smaller asset base. This could have a
material  adverse effect on the value of the membership  units redeemed and
the membership units that remain  outstanding and on the performance of the
Investment Fund.  Under certain  exceptional  circumstances,  such as force
majeure, the managing member of an Investment Fund (currently, the Managing
Member) may find it necessary (a) to postpone  redemptions if it determines
that  the  liquidation  of  investments  in the  Investment  Fund  to  fund
redemptions  would adversely affect the net asset value per membership unit
of the  Investment  Fund or (b) to set up a  reserve  for  undetermined  or
contingent  liabilities  and  withhold  a  certain  portion  of  redemption
proceeds. In such circumstances,  the Investment Fund would likely postpone
any redemptions it could not fund.

     Certain  investment  positions  in which the  Investment  Funds have a
direct or  indirect  interest  are  illiquid.  The  Advisors  may invest in
restricted  or  non-publicly  traded  securities,   securities  on  foreign
exchanges  and futures.  These  positions may be illiquid  because  certain
exchanges  limit  fluctuations in certain  securities and futures  contract
prices  during a single  day by  regulations  referred  to as "daily  price
fluctuation  limits" or "daily  limits." Under such daily limits,  during a
single  trading day no trades may be  executed  at prices  beyond the daily
limits.  Once the price of a  particular  security or futures  contract has
increased or decreased by an amount equal to the daily limit,  positions in
that  security  or  contract  can  neither be taken nor  liquidated  unless
traders are willing to effect trades at or within the limit.

     The Company received  investments  from new and existing  investors of
$13,950,000 and $33,236,333  during the three and six months ended June 30,
2005,  respectively,  and of $240,644,274 and $715,653,216 during the three
and six months ended June 30, 2004, respectively.

     The Company  paid out  redemptions  of $0 and  $84,411,871  during the
three and six months ended June 30, 2005, respectively, and $0 and $857,458
during  the  three  and six  months  ended  June  30,  2004,  respectively.
Moreover, the Company had Redemptions payable in the amount of $232,621,655
paid in July 2005. The Managing Member funded the redemptions  made in July
2005 (and anticipates funding any future redemptions) by making redemptions
from the Investment Funds in proportion to the then current  weightings and
through the use of any uninvested cash on hand.

     The Company and each  Investment  Fund may,  but are not  required to,
borrow  from  (including  through  direct  borrowings,  borrowings  through
derivative  instruments,  or otherwise) the GS Group or other parties, when
deemed  appropriate by its managing  member,  including to make investments
and  distributions in respect of redemptions of Units or membership  units,
to pay expenses, or for other purposes.  During the year ended December 31,
2003, the Company entered into a borrowing  facility with a major financial
institution (the "Old Facility Counterparty").  The facility was structured
as a call  spread  option  that had been  issued by the  Company to the Old
Facility  Counterparty.  Under  the  terms  of the  facility,  the  Company
received cash and redeposited the amount with the Old Facility Counterparty
in a collateral  account.  The Company had the right to draw funds from the
collateral account to use for liquidity purposes.  Under the facility,  the
Company was able to draw,  at any given time,  up to a total  amount of the
collateral  account at the time of withdrawal.  However,  in no event could
the Company  have drawn an amount  under the  facility  exceeding 5% of the
Company's net asset value.  In February  2004, the size of the facility was
reduced  to  $20,000,000  and in  October  2004 the  facility  expired.  On
November 24, 2004,  the Company  entered into a credit  facility with a new
financial  institution (the "New Facility  Counterparty") which will remain
in effect until October 2009, unless terminated  earlier in accordance with
its terms or otherwise. The Company made an initial borrowing of $1,000,000
under this facility. Subject to rejection by the New Facility Counterparty,
the Company may request to borrow up to $45,000,000  in the  aggregate.  At
the time of any borrowing, the aggregate amounts borrowed, however, may not
exceed  10% of the  Company's  net asset  value and at all other  times the
aggregate  amount  borrowed may not exceed 15% of the  Company's  net asset
value.  The  effective  interest  rate on the borrowed  amounts  equals the
London  Interbank  Offered Rate ("LIBOR")  plus 0.85% per annum  compounded
daily.  The  Company  also  pays  an  administration  and  structuring  fee
calculated as 0.10% per annum on the aggregate  amount of $45,000,000.  The
proceeds  of  the  borrowings  must  be  used  primarily  for  purposes  of
refinancing existing  indebtedness,  making further investment in a pool of
funds,  funding  liquidity  of  redemptions  of  Units in the  Company  and
managing the cash flow of the Company. There were no borrowings outstanding
at June 30, 2005 and December 31, 2004. As security for its borrowings, the
Company  granted the New Facility  Counterparty a security  interest in the
Company's   cash  accounts  and  any  other  account  that  contains  other
investment  property (other than to the extent that it comprises  shares of
funds  in the  pool of funds in which  the  Company  has  invested)  of the
Company.  The terms of the facility include various restrictive  covenants,
including  restrictions on additional  indebtedness,  liens and fundamental
changes to the Company's business. The New Facility Counterparty may demand
payment upon the  occurrence of certain  events,  including:  (i) specified
declines in the  Company's  aggregate  net asset  value per Unit,  (ii) the
incurrence of  indebtedness  or liens by the Company,  (iii) the failure by
the Company to maintain prescribed diversification of its investments, (iv)
if the investment manager (which currently is GS HFS) resigns or is removed
by the  Company,  (v) if the  administrator  (which  currently  is GS HFS),
custodian  or  auditor  resigns  or is  removed  by  the  Company  and  the
replacement is not approved by the New Facility Counterparty (which consent
may not be  unreasonably  withheld)  or (vi) the  occurrence  of  events of
default customary for financing  transactions.  See Note 7 to the financial
statements.  Each Investment Fund has entered into a similar  facility with
the New Facility Counterparty.

     As of June 30, 2005, the Company had Cash and cash equivalents on hand
of  $942,913.  As of  December  31,  2004,  the  Company  had Cash and cash
equivalents on hand of $2,909,015.

     Investments  as of June 30,  2005 were  $1,175,385,607  as compared to
$1,236,210,460 as of December 31, 2004. The decrease from December 31, 2004
to June 30, 2005 was due to net losses to the  Company and net  redemptions
made by the Company to the  Investment  Funds  during the six months  ended
June 30, 2005.

     Due to  managing  member  represents  the  management  fees due to the
Managing Member.  Due to managing member as of June 30, 2005 was $2,432,980
as compared to $3,799,261 as of December 31, 2004.  Because the  management
fee is  calculated  as a percentage  of the Company's net assets as of each
month end, the liability related to management fees will fluctuate based on
the  month end net  asset  value of the  Company.  The  decrease  in Due to
managing  member is due to the  amount  and  timing of the  payment  of the
monthly management fee to the Managing Member.

     The Company  generally expects that its cash flow from liquidating its
investment  positions in the Investment  Funds to the extent  necessary and
from new  investments  in the Company  together with  borrowings  under the
borrowing  facility will be adequate to fund its  operations  and liquidity
requirements.

     The Company does not have any long-term debt  obligations,  capital or
operational lease obligations, purchase obligations or other long-term debt
liabilities.  In addition,  there are no  off-balance  sheet or  contingent
liabilities at the Company level.

     The  value  of  the   Company's   directly  held  cash  and  financial
instruments is not expected to be materially affected by inflation.  At the
Investment  Fund  level,  given  that GRV II's and GED's  Advisors  seek to
profit from price  movements and can take both positive and negative  views
on the drivers of such movements,  their outlooks may include a view on the
direction of inflation,  with the outcome of their trades derived, at least
in part,  from the accuracy of such a view. No first-order  endemic effects
from inflation,  as may exist in long-only bond  portfolios,  are expected.
Further,  extended changes in inflation may be associated with strong up or
down trends in interest  rates,  creating a favorable  environment  for GTT
II's  Advisors,   and  therefore   contributing  to  the  Company's  profit
potential.  However,  unexpected changes in inflation can also give rise to
rapid reversals in interest rate markets,  creating an environment in which
such Advisors,  and the Company,  potentially may suffer losses. The impact
of changes  in  inflation  on equity  long/short  strategies  used by GELS'
Advisors is  difficult  to predict and depends upon how large the change is
in both absolute  terms and relative to  expectations.  A sharp increase in
inflation could hurt certain sectors, such as regional banks, homebuilders,
and autos, while sharp downward moves could be beneficial for equities.  If
a downward  move were too large,  however,  it could give rise to  concerns
about  deflation.  In all cases,  however,  the Company  endeavors  to take
inflation,  and its possible effects on each of the Investment  Funds, into
account when it develops its investment strategies.

RECENT ACCOUNTING PRONOUNCEMENTS

     FASB INTERPRETATION NO. 46(R)

     In  December   2003,  the  FASB  issued   Interpretation   No.  46(R),
Consolidation of Variable Interest  Entities ("FIN 46(R)"),  which provides
new criteria for determining whether consolidation  accounting is required.
Registered  investment  companies have been exempted from the provisions of
FIN 46(R) and FIN 46(R) has been  deferred  for  non-registered  investment
companies  pending  the  release  of a FASB Scope of  Investment  Companies
project ("Scope Project"). The Scope Project is designed to determine which
entities will qualify as investment companies,  and therefore present their
investments at fair value.  Those  entities so qualifying  will not need to
determine whether their investments should be consolidated  pursuant to the
provisions  of FIN 46(R).  FIN 46(R) would have no impact on the  Company's
net assets or net increase in net assets  resulting  from  operations.  The
Company  understands  that the Scope Project has been approved for issuance
by the FASB and retained these provisions.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     The discussion and analysis of the Company's  financial  condition and
results of  operations  are based on the  Company's  financial  statements,
which have been  prepared  in  accordance  with  GAAP,  which  require  the
Managing Member to make estimates and  assumptions  that affect the amounts
reported in the financial statements and accompanying notes. Actual results
may differ from those estimates.  The financial statements are expressed in
U.S. Dollars. A summary of the Company's  accounting  policies is set forth
in Note 1 to the Company's financial  statements.  In the Managing Member's
view,  the policy that involves the most  subjective  judgment is set forth
below.

     The Company's investments in Investment Funds are subject to terms and
conditions of their respective  operating  agreements.  The investments are
carried at fair value as determined by the Company's  attributable share of
the  net  assets  of  the  respective  Investment  Fund.  Fair  values  are
determined   utilizing  net  asset  value  information   supplied  by  each
individual  Investment  Fund that are net of the Advisors'  management  and
incentive fees charged to the Investment Funds. The underlying  investments
of each Investment Fund are accounted for at fair value. For investments of
the  underlying  Advisor  Funds,  market value  normally is based on quoted
market prices or  broker-dealer  price  quotations  provided to the Advisor
Fund.  In the  absence  of  quoted  market  prices or  broker-dealer  price
quotations, underlying Advisor Fund investments are valued at fair value as
determined by the Advisors or their administrator.  Because of the inherent
uncertainty  of  valuation,  estimated  fair  values may  differ,  at times
significantly, from the values that would have been used had a ready market
existed.  In particular,  the valuations are made based on information  the
Investment  Funds receive from the Advisors.  This information is generally
not audited,  except at year-end,  and could prove to be inaccurate  due to
inadvertent  mistakes,  negligence,  recklessness or fraud by the Advisors.
Neither  the  Company  nor the  Investment  Funds  generally  will  receive
independent  valuations from third party  administrators or from any of the
Advisors  and will not in many  cases be able to  conduct  any  independent
valuations  on their own or to cause any third  parties to  undertake  such
valuations.  In  addition,  valuations  of  illiquid  securities  and other
investments  are  inherently  uncertain  and may prove to be  inaccurate in
hindsight. These risks are more fully described in the Company's Form 10 as
filed on May 2, 2005,  as amended on June 30,  2005 and July 26,  2005 (the
"Form 10").

OFF-BALANCE SHEET RISK

     There are no off-balance sheet or material  contingent  liabilities at
the Company level.

CONTRACTUAL OBLIGATIONS

     The Company does not have any long-term debt  obligations,  capital or
operational lease obligations or other long-term debt liabilities.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The  following  table  lists the  significant  market  risk  sensitive
instruments held by the Company,  through the Investment  Funds, as of June
30, 2005 and as of December 31, 2004, as indicated by the Fair  Value/Value
at Risk  column,  and the net income from  January 1, 2005 to June 30, 2005
and from January 1, 2004 to December 31, 2004.  Because of the  speculative
nature  of  the  investments  that  the  Company  engages  in  through  the
Investment  Funds,  the Managing Member believes the entire portfolio value
of the Company is at risk.

<TABLE>

                              SIX MONTHS ENDED
                               JUNE 30, 2005
              ------------------------------------------------

<CAPTION>
                    % OF         % OF ADJUSTED          FAIR         NET TRADING
  INVESTMENT      MEMBERS'          MEMBERS'         VALUE/VALUE     PROFIT/LOSS
     FUND          EQUITY          EQUITY(6)           AT RISK      (IN MILLIONS)       LIQUIDITY
------------   -------------  ------------------  ----------------  ---------------  ---------------
<S>                 <C>             <C>             <C>                  <C>               <C>
    GELS            26.38%          21.15%          $248,275,637         $4.6              (1)
    GED             31.12%          24.95%          $292,845,366         $6.7              (2)
    GRV II          39.55%          31.72%          $372,264,912        $(6.6)             (3)
    GTT II          27.84%          22.32%          $261,999,692        $(7.5)             (4)

               -------------  ------------------  ----------------  --------------
TOTAL            124.89%(5)       100.14%(5)      $1,175,385,607        $(2.8)
               =============  ==================  ================  ==============
</TABLE>
<TABLE>

                                 YEAR ENDED
                             DECEMBER 31, 2004
<CAPTION>
----------------------------------------------------------------------------------------------------
                    % OF         % OF ADJUSTED          FAIR         NET TRADING
  INVESTMENT      MEMBERS'          MEMBERS'         VALUE/VALUE        PROFIT
     FUND          EQUITY          EQUITY(6)           AT RISK      (IN MILLIONS)       LIQUIDITY
------------   -------------  ------------------  ----------------  ---------------  ---------------
<S>                <C>              <C>             <C>                  <C>                <C>
    GELS           18.15%           16.91%          $208,922,802         $14.6              (1)
    GED            25.02%           23.31%          $287,940,001         $27.8              (2)
    GRV II         39.96%           37.23%          $459,867,687         $14.6              (3)
    GTT II         24.29%           22.63%          $279,479,970         $(0.9)             (4)

               -------------  ------------------  ---------------   --------------
TOTAL             107.42%(5)       100.08%(5)     $1,236,210,460         $56.1
               =============  ==================  ===============   ==============

<FN>
(1)  Redemptions  can be made quarterly with 45 days' notice or at the sole
     discretion of the managing member.  Prior to July 2004, a twelve-month
     holding period was in effect.

(2)  Redemptions can be made  semi-annually with 45 days' notice, or at the
     sole  discretion  of the  managing  member.  Prior  to  July  2004,  a
     twelve-month holding period was in effect.

(3)  Redemptions  can be made  semi-annually  with 45 days'  notice after a
     twelve-month holding period, or at the sole discretion of the managing
     member.

(4)  Redemptions can be made  semi-annually with 61 days' notice, or at the
     sole  discretion  of the managing  member.

(5)  The total value of the Company's  investments in the Investment  Funds
     exceeded  100%  of  members'  equity  and  adjusted  members'  equity,
     respectively,  because  members'  equity and adjusted  members' equity
     reflected certain accrued  liabilities of the Company,  including fees
     and expenses, and redemptions payable after the balance sheet date.

(6)  Adjusted  members' equity,  used in the calculation of the investments
     as a  percentage  of adjusted  members'  equity,  represents  members'
     equity excluding Redemptions payable in the amount of $232,621,655 and
     $84,411,871  that are  payable at June 30,  2005 and at  December  31,
     2004, respectively.
</FN>
</TABLE>

RISK MANAGEMENT

     In the ordinary course of business, the Managing Member,  including in
its capacity as managing member of the Investment Funds, attempts to manage
a variety of risks,  including  market,  credit and  operational  risk. The
Managing  Member,  including in its capacity as the managing  member of the
Investment  Funds,  attempts to identify,  measure and monitor risk through
various  mechanisms   including  risk  management   strategies  and  credit
policies.   These  include  monitoring  risk  guidelines  and  diversifying
exposures across a variety of instruments, markets and counterparties.

     Market risk is the risk of potential  significant  adverse  changes to
the value of financial  instruments because of changes in market conditions
such as interest  rates,  foreign  exchange  rates,  equity prices,  credit
spreads,  liquidity  and  volatility in commodity or security  prices.  The
Managing  Member  including  in its  capacity  as  managing  member  of the
Investment  Funds  monitors its exposure to market risk at both the Advisor
and portfolio level through various analytical  techniques.  At the Advisor
level,  market risk is monitored on a regular  basis.  Where position level
detail is  available,  the  Managing  Member  including  in its capacity as
managing  member of the  Investment  Funds  monitors its exposure to market
risk through a variety of analytical  techniques,  including  Value-at-Risk
("VaR") and scenario  analysis  (stress  testing).  VaR is  calculated by a
Monte Carlo  simulation  using a 99.9%  confidence level and a 240-day look
back period. Where position level detail is unavailable, an Investment Fund
relies on risk  reports  provided by the  Advisors as well as through  open
communication  channels  with  Advisors,  which often times  includes  site
visits and conference calls.

     The  managing  member of the  Investment  Funds  monitors  Advisors to
prevent style drift.  "Style drift" is defined as Advisors  changing  their
investment style from the Investment  Fund's  expectations.  Where position
level detail is  available,  the managing  member of the  Investment  Funds
monitors leverage against predetermined limits. Positions sizing limits are
also  monitored  to  ensure  Advisors  are  properly  diversified  and risk
normally is not  concentrated  in one or relatively few positions.  In some
cases,  the managing member of the Investment Funds also has the ability to
monitor  approved  trading  instruments to ensure  Advisors are not trading
securities  outside  their  mandate.  Where  position  level  detail is not
available,  the  managing  member of the  Investment  Funds  relies on both
written and oral Advisor  communications.  The risks involved are described
in the Company's Form 10.

     At the Company's portfolio level, the Company's portfolio construction
process is designed to ensure that all the Investment  Funds are adequately
diversified.  Each  Investment Fund is a portfolio of  approximately  20-30
underlying Advisors and the managing member of each of the Investment Funds
regularly reviews portfolio  statistics,  such as relative  contribution to
risk, to confirm that risk is not concentrated in any single Advisor.

     Quantitative   analysis  is  combined   with   judgment  to  determine
weightings that will offer broad exposure to hedge fund returns.  Strategic
return,  risk and correlation  estimates inform the quantitative  analysis,
which balances  returns and  contribution  to portfolio  risk.  Judgment is
applied  to  both  estimates  and  weights  in  an  attempt  to  achieve  a
diversified  exposure  to hedge  funds  while  delivering  attractive  risk
adjusted returns. Until June 30, 2004, the Company had allocated its assets
on a roughly equivalent  risk-weighted basis to each of the four hedge fund
sectors.  In other words,  each of the four  Investment  Funds  contributed
approximately 25% of the total risk of the Company portfolio,  although the
actual allocations that achieve the roughly equivalent risk weightings were
different for each sector.  The Managing Member utilizes a strategic sector
allocation and  periodically  re-evaluates the contribution to the risk and
return of the  Company  from  each  investment  sector  and may in its sole
discretion  adjust the Company's  assets or weights as it deems  advisable.
Through  June 30,  2004,  the  Managing  Member  had not made any  tactical
adjustments.  The adjustment to the weights  implemented as of July 1, 2004
reflected the Managing Member's updated  expectations for return,  risk and
correlations  for the  Investment  Funds as well as the  Managing  Member's
judgment.  In addition,  the weights among the  Investment  Funds no longer
reflect a strict equal risk allocation (as they had prior to July 1, 2004).
As of July 1, 2004,  the weights were set to 20% GELS, 24% GED, 33% GRV II,
and 23% GTT II. As of June 30, 2005, the weights for the  Investment  Funds
were generally consistent with the weights set by the Managing Member as of
July 1, 2004.  The  approximate  weights of the  Investment  Funds were 21%
GELS,  25 % GED,  32%  GRV II and  22%  GTT II as of  June  30,  2005  as a
percentage of adjusted  members'  equity which  excludes  redemptions  paid
after June 30, 2005. In addition, on July 1, 2005, the Managing Member made
a tactical adjustment to the weightings of the Investment Funds. As of July
1, 2005, the weights were set to 30% GELS, 30% GED, 25% GRV II, and 15% GTT
II. This adjustment to the weights among the Investment  Funds reflects the
Managing  Member's  judgment  and  is  intended  to be  implemented  by the
Managing   Member   gradually   following  July  1,  2005.  This  portfolio
construction  process  is  designed  to  create a  diversified  hedge  fund
portfolio with attractive return and risk characteristics.

     The Company invests in the Investment Funds, and may from time to time
redeem its membership units of the Investment  Funds. The Investment Funds,
in turn,  maintain  relationships  with  counterparties  that  include  the
Advisors.  These  relationships  could result in  concentrations  of credit
risk. Credit risk arises from the potential  inability of counterparties to
perform their obligations under the terms of the contract, including in the
case of the Company's  investments in the Investment  Funds,  the potential
inability of an Investment Fund to satisfy its redemption obligations.  The
managing member of the Investment  Funds  (currently,  the Managing Member)
has formal credit-review policies to monitor counterparty risk.

     In addition  to market  risk and credit  risk,  the  Managing  Member,
including  in its  capacity as  managing  member of the  Investment  Funds,
allocates resources to mitigate  operational risk.  Operational risk is the
potential  for loss caused by a deficiency in  information,  communication,
transaction  processing,  settlement and accounting  systems.  The Managing
Member including in its capacity as managing member of the Investment Funds
maintains  controls and  procedures  for the purpose of mitigating  its own
operational  risk but it does  not have  control  over the  systems  of the
Advisors.  In addition,  the Managing  Member  including in its capacity as
managing member of the Investment Funds deploys resources to assess control
systems,  legal risk, compliance risk, operations and treasury risk, credit
risk, accounting risk and reputational risk.

     Fraud and other  business  risks cannot be  eliminated,  however,  the
Managing  Member  including  in its  capacity  as  managing  member  of the
Investment  Funds seeks to  significantly  reduce such risks. The portfolio
risk management  process includes an effort to monitor and manage risk, but
should not be  confused  with and does not imply low risk.  There can be no
assurance  that the Managing  Member  including in its capacity as managing
member  of the  Investment  Funds  will  be  able  to  implement  its  risk
guidelines or that its risk monitoring strategies will be successful.

ITEM 4.  CONTROLS AND PROCEDURES

     As of the end of the period covered by this report,  an evaluation was
carried out by the Managing Member's management,  with the participation of
its  Chief  Executive   Officer  and  Chief  Financial   Officer,   of  the
effectiveness  of the  design and  operation  of the  Company's  disclosure
controls and procedures  (as defined in Rule  13a-15(e)  under the Exchange
Act). Based on that evaluation,  the Company's Chief Executive  Officer and
Chief Financial  Officer concluded that the Company's  disclosure  controls
and  procedures  were effective as of the end of the period covered by this
report.  In  addition,  no change in the  Company's  internal  control over
financial  reporting (as defined in Rule 13a-15(f)  under the Exchange Act)
occurred  during  the most  recent  fiscal  quarter  that  have  materially
affected,  or is  reasonably  likely to  materially  affect,  the Company's
internal control over financial reporting.

                        PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     There are no material  pending legal  proceedings to which the Company
or the  Managing  Member  is a party or to which  any of their  assets  are
subject.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     From January 1, 2005 to June 30, 2005, aggregate subscriptions totaled
$33,236,333. Details of the sale of the series of Units are as follows:

<TABLE>
<CAPTION>

                       CLASS AND                                         TOTAL
                       SERIES OF        NUMBER OF      NUMBER OF     SUBSCRIPTION
   DATE OF SALE          UNITS          UNITS SOLD     INVESTORS         AMOUNT
-----------------  -----------------  --------------  ------------  --------------
<S>                <C>                 <C>                 <C>       <C>
 January 1, 2005   Class A Series 12     71,977.83          7          $7,197,784
 February 1, 2005  Class A Series 13    111,885.49          9         $11,188,549
 March 1, 2005     Class A Series 14         9,000          3            $900,000
 April 1, 2005     Class A Series 15       110,500          4         $11,050,000
 May 1, 2005       Class A Series 16        10,000          2          $1,000,000
 June 1, 2005      Class A Series 17        19,000          3          $1,900,000
-----------------  -----------------  --------------  ------------  --------------
      Total                             332,363.32         28         $33,236,333
</TABLE>

     The Units were sold at $100.00  per Unit.  The sale was not subject to
any underwriting  discount or commission.  The Units were privately offered
and sold to accredited  investors  pursuant to Rule 506 of Regulation D and
the sales were exempt from registration under the Securities Act of 1933.

     Pursuant to the Company's limited liability company agreement, holders
of Units may redeem their Units upon 61 days' prior  written  notice to the
Managing Member (unless such notice is waived by the Managing Member in its
sole  discretion),  on each  January 1 or July 1 occurring  on or after the
first  anniversary  of the  purchase  of such Units by the  holder  (each a
"Redemption Date").  Units of a particular series will be redeemed at a per
Unit price based upon the NAV of such series as of the close of business on
the day immediately  preceding the Redemption Date (taking into account the
allocation of any net appreciation or depreciation in the net assets of the
Company for the  accounting  period then ending),  after  reduction for any
Management  Fee and  Incentive  Allocation  and  other  liabilities  of the
Company to the extent accrued or otherwise  attributable to the Units being
redeemed. The Company paid out no redemptions during the three months ended
June 30, 2005.

     ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None

     ITEM 5. OTHER INFORMATION

     This Quarterly Report on Form 10-Q contains  certain  "forward-looking
statements"  regarding  the  operation  of the  Company  and the  Company's
investment objectives, including, among other things:

     o    investment strategies and allocations of assets;

     o    future performance; and

     o    trends in the four hedge fund sectors.

     Forward-looking  statements  are  typically  identified  by the use of
terms  such  as  "may,"  "will,"  "should,"   "expect,"  "intend,"  "plan,"
"anticipate,"  "estimate," "believe," "continue," "predict," "potential" or
the  negative  of  such  terms  and  other  comparable  terminology.  These
statements are only predictions and are not historical facts. Actual events
or results may differ materially.

     The  forward-looking  statements  included  herein  are  based  on the
Managing Member of the Company's current expectations, plans, estimates and
beliefs that involve numerous risks and uncertainties. Assumptions relating
to the  foregoing  involve  judgments  with respect to, among other things,
future  economic,  competitive  and market  conditions and future  business
decisions,  all of which are difficult or impossible to predict  accurately
and many of which are beyond the Company's control.  Any of the assumptions
underlying  the  forward-looking   statements  contained  herein  could  be
inaccurate and, therefore, the Managing Member of the Company cannot assure
investors that the  forward-looking  statements  included in this Quarterly
Report on Form 10-Q will prove to be accurate.

     In   light  of  the   significant   uncertainties   inherent   in  the
forward-looking  statements included in this Quarterly Report on Form 10-Q,
the   inclusion   of  such   information   should  not  be  regarded  as  a
representation  by the Company or the Managing  Member that the  investment
objectives  set  forth  in  this  Quarterly  Report  on Form  10-Q  will be
achieved.  The Company cautions investors that  forward-looking  statements
are not guarantees and that the actual results could differ materially from
those expressed or implied in the forward-looking statements.

     In  addition  to  the  risks  identified  in our  Form  10,  which  is
incorporated herein by reference,  the following list indicates some of the
risks which could impact the likelihood that any forward-looking statements
will come true:

     o    There can be no assurance  that the Managing  Member's  decisions
          regarding  risk  allocations   will  be  successful;   inaccurate
          information  provided by the Advisors may have a material adverse
          effect on implementing the Company's investment objective;
     o    The Managing  Member  generally has limited access to information
          on or control over  Advisor's  portfolios  and Members assume the
          risk that Advisors may knowingly  misrepresent  information which
          could have a material negative impact on the Company;
     o    The  Company  faces  legal,  tax and  regulatory  risks which may
          adversely affect the Company;
     o    Units will not be listed and will not be marketable;  the Company
          is a closed-end  fund with limited  liquidity and limited  rights
          for  redemption;  substantial  redemptions  could have a material
          adverse effect on the Company;
     o    The  fee  structure  of  the  Company,   including   compensation
          arrangements  with the  Managing  Member and the  Advisors of the
          Investment  Funds, may create incentives for the Managing Member,
          the Investment Funds or the Advisors to make riskier  investments
          or to inflate returns;
     o    Past  performance  of  affiliated  funds and of Advisors  are not
          necessarily  indicative  of the results  that the Company and any
          Investment Fund may achieve or of future results;
     o    Valuation of the Investment Funds' investments will be based upon
          valuations  provided  by the  Advisors  which are  generally  not
          audited;  uncertainties  in  valuations  could  have  a  material
          adverse effect on the Company's net assets;
     o    Frequent   trading  and   turnover   typically   result  in  high
          transaction  costs and the Investment  Funds have no control over
          this turnover;
     o    An investment in the Company  involves a high degree of risk that
          the entire amount  invested may be lost;  investment  results may
          vary substantially over time;
     o    A Member's  investment  in the  Company  will be  affected by the
          investment  policies and decisions of Advisors  which are outside
          the  Company's  control;  the  Advisors  may be  unable to or may
          choose not to seek to achieve their  investment  goals;  Advisors
          may not be able to locate suitable investment opportunities;
     o    The  ability of an  Investment  Fund to hedge  successfully  will
          depend on the particular  Advisor's  ability to predict pertinent
          market movements which cannot be assured;
     o    The  prices of an  Investment  Fund's  investments  can be highly
          volatile and influenced by external  factors  outside the control
          of such Investment Fund;
     o    International  investments  may involve special risks not usually
          associated with investments in U.S. securities,  including higher
          risk of financial  irregularities and/or lack of appropriate risk
          monitoring and controls;
     o    Equity and equity related  instruments  may be subject to various
          types  of  risk,   including   market   risk,   liquidity   risk,
          counterparty credit risk, legal risk and operations risk; and
     o    The issuers of  securities  acquired by Advisors  will  sometimes
          face a high degree of business and financial risk.

     The foregoing list of factors is not exhaustive.  You should carefully
consider the foregoing  factors and the other  uncertainties  and potential
events  described in the Form 10. The Company or the Managing Member do not
undertake to update any forward-looking statement, whether written or oral,
that may be made from time to time by the Managing Member of the Company or
Company or on their behalf.

     References  to  market  or  composite  indices,  benchmarks  or  other
measures of relative market performance (each, an "index") are provided for
your  information  only.  Reference  to an index  does not  imply  that the
portfolio will achieve results similar to that index.

ITEM 6. EXHIBITS

      (a)  Exhibits
           --------

           Number                         Description
           ------                         -----------

           31.1     Certification  of Chief Executive  Officer  pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002

           31.2     Certification  of Chief Financial  Officer  pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002

           32.1     Certification of Chief Executive Officer pursuant to 18
                    U.S.C. Section 1350, as Adopted pursuant to Section 906
                    of the Sarbanes-Oxley Act of 2002

           32.2     Certification of Chief Financial Officer pursuant to 18
                    U.S.C. Section 1350, as Adopted pursuant to Section 906
                    of the Sarbanes-Oxley Act of 2002

<PAGE>

                                 SIGNATURES

     Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                  GOLDMAN SACHS HEDGE FUND
                                  PARTNERS II, LLC
                                   (Registrant)

                                  By:  Goldman Sachs Hedge Fund Strategies LLC
                                       Managing Member


  Date:  August 15, 2005               By:  /s/ Tobin V. Levy
                                            ---------------------------
                                            Tobin V. Levy
                                            Managing Director and
                                            Chief Financial Officer

<PAGE>

                             INDEX TO EXHIBITS

          Number                          Description
          ------                          -----------

           31.1     Certification  of Chief Executive  Officer  pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002

           31.2     Certification  of Chief Financial  Officer  pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002

           32.1     Certification of Chief Executive Officer pursuant to 18
                    U.S.C. Section 1350, as adopted pursuant to Section 906
                    of the Sarbanes-Oxley Act of 2002

           32.2     Certification of Chief Financial Officer pursuant to 18
                    U.S.C. Section 1350, as adopted pursuant to Section 906
                    of the Sarbanes-Oxley Act of 2002