EXHIBIT 10.3

                                                             EXECUTION COPY






          AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

                                     OF

                GOLDMAN SACHS GLOBAL RELATIVE VALUE II, LLC

                        DATED AS OF JANUARY 1, 2006


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                             TABLE OF CONTENTS

                                                                           Page
                                                                           ----

ARTICLE I  General Provisions................................................1

   Section 1.01   Company Name and Address...................................1
   Section 1.02   Fiscal Year................................................1
   Section 1.03   Liability of Members.......................................1
   Section 1.04   Purposes of the Company....................................2
   Section 1.05   Assignability of Units; Assignment by Managing Member......2
   Section 1.06   Registered Office and Agent for Service of Process.........3

ARTICLE II  Management of the Company........................................3

   Section 2.01   Management Generally.......................................3
   Section 2.02   Delegation by Managing Member..............................3
   Section 2.03   Authority of the Managing Member...........................3
   Section 2.04   Reliance by Third Parties..................................5
   Section 2.05   Activity of the Managing Member............................5
   Section 2.06   Standard of Care; Indemnification..........................6
   Section 2.07   Management Fee; Payment of Costs and Expenses..............7
   Section 2.08   Principal Transactions and Other Related Party
                  Transactions...............................................9

ARTICLE III  Series of Units; Admission of New Members.......................9

   Section 3.01   Classes and Series of Units................................9
   Section 3.02   Conversion of Series......................................10
   Section 3.03   New Members...............................................10
   Section 3.04   Adjustment to Number of Units Issued......................10
   Section 3.05   Additional Classes of Units. .............................10

ARTICLE IV  Capital Accounts of Members and Operation Thereof...............11

   Section 4.01   Definitions...............................................11
   Section 4.02   Capital Contributions.....................................11
   Section 4.03   Capital Accounts..........................................12
   Section 4.04   Membership Percentages....................................12
   Section 4.05   Allocation of Net Capital Appreciation or Net Capital
                  Depreciation..............................................13
   Section 4.06   Amendment of Incentive Allocation.........................14
   Section 4.07   Determination of Net Assets...............................14
   Section 4.08   Determination of Net Asset Value..........................15
   Section 4.09   Allocation for Tax Purposes...............................15
   Section 4.10   Determination by Managing Member of Certain Matters;
                  Managing Member's Discretion..............................16
   Section 4.11   Adjustments to Take Account of Interim Year Events........17
   Section 4.12   Tax Withholding...........................................17

ARTICLE V  Redemptions and Distributions....................................17

   Section 5.01   Redemptions and Distributions in General..................17
   Section 5.02   Redemptions...............................................17
   Section 5.03   Limitation on Redemptions.................................19
   Section 5.04   Distributions.............................................19

ARTICLE VI  Withdrawal, Death, Disability...................................20

   Section 6.01   Withdrawal, Death, etc. of Members........................20
   Section 6.02   Required Withdrawals......................................21

ARTICLE VII  Duration and Dissolution of the Company........................21

   Section 7.01   Duration..................................................21
   Section 7.02   Dissolution...............................................22

ARTICLE VIII  Tax Returns; Reports to Members...............................23

   Section 8.01   Independent Auditors......................................23
   Section 8.02   Filing of Tax Returns.....................................23
   Section 8.03   Tax Matters Partner.......................................23
   Section 8.04   Financial Reports to Current Members......................23
   Section 8.05   Tax Reports to Members and Former Members.................24

ARTICLE IX  Miscellaneous...................................................24

   Section 9.01   General...................................................24
   Section 9.02   Power of Attorney.........................................24
   Section 9.03   Amendments to Limited Liability Company Agreement.........25
   Section 9.04   Instruments...............................................26
   Section 9.05   No Personal Liability For Return of Capital...............26
   Section 9.06   Choice of Law.............................................26
   Section 9.07   Waiver of Inconvenient Forum. ............................26
   Section 9.08   No Third Party Rights.....................................26
   Section 9.09   Notices...................................................26
   Section 9.10   Grantors of Revocable Trusts..............................27
   Section 9.11   Each Interest in the Company is a Security................27
   Section 9.12   Goodwill..................................................27
   Section 9.13   Headings..................................................27
   Section 9.14   Pronouns..................................................27
   Section 9.15   Confidentiality...........................................27

<PAGE>

        AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF

                GOLDMAN SACHS GLOBAL RELATIVE VALUE II, LLC

                        Dated as of January 1, 2006

          The  undersigned  (herein called the "Members,"  which term shall
include any Persons (as defined  below)  hereafter  admitted to the Company
(as defined  below)  pursuant to Article III of this  Agreement (as defined
below) and shall  exclude any  Persons who cease to be Members  pursuant to
Article V or Article VI of this Agreement)  hereby agree to form and hereby
form,  as of the date and year first  above  written,  a limited  liability
company  (herein called the  "Company"),  pursuant to the provisions of the
Limited  Liability  Company Act of the State of  Delaware (6 Del.  Code ss.
18-101,  et seq.) (the  "Act"),  which shall be governed  by, and  operated
pursuant to, the terms and provisions of this Amended and Restated  Limited
Liability Company Agreement (herein called this "Agreement").

                                 ARTICLE I

                             General Provisions

          Section 1.01 Company Name and Address. The name of the Company is
Goldman  Sachs  Global  Relative  Value II, LLC.  Its  principal  office is
located at 701 Mount Lucas Road,  Princeton,  New Jersey 08540,  or at such
other  location as the Managing  Member (as defined in Section 1.03) in the
future  may  designate.  The  Managing  Member  shall  promptly  notify the
Non-Managing  Members  (as  defined in  Section  1.03) of any change in the
Company's address.

          Section 1.02 Fiscal Year. The fiscal year of the Company  (herein
called the "fiscal  year") shall end on December 31 of each calendar  year;
provided, however, that the Managing Member may change the Company's fiscal
year-end,  without  the  consent  of the  Non-Managing  Members,  as deemed
appropriate by the Managing Member, in its sole discretion.

          Section  1.03  Liability  of  Members.  The  names  of all of the
Members and the amounts of their  respective  contributions  to the Company
(herein  called the  "Capital  Contributions")  are set forth in a schedule
(herein  called the  "Schedule"),  which shall be filed with the records of
the  Company  at the  Company's  principal  office (as set forth in Section
1.01)  and is  hereby  incorporated  by  reference  and made a part of this
Agreement.

          The Member  designated  in Part I of the Schedule as the Managing
Member (herein called the "Managing Member") shall manage the operations of
the Company. The Members designated in Part II of the Schedule are referred
to  herein  as  the  "Non-Managing   Members."  The  Managing  Member,  the
Non-Managing Members and the former Non-Managing Members shall be liable to
the extent provided herein for the repayment and discharge of all debts and
obligations  of the Company  attributable  to any fiscal year (or  relevant
portion thereof) during which they are or were Members of the Company.

          The  Members  and all  former  Members  shall  share all  losses,
liabilities or expenses  suffered or incurred by virtue of the operation of
the preceding  paragraph of this Section 1.03 in the  proportions  of their
respective  Capital  Accounts  (determined as provided in Section 4.03) for
the  fiscal  year (or  relevant  portion  thereof)  to which  any  debts or
obligations of the Company are attributable.  A Member's or former Member's
share of all losses,  liabilities or expenses shall not be greater than its
respective  interest  in the  Company  for such  fiscal  year (or  relevant
portion thereof).

          As used in this Agreement,  the terms  "interests in the Company"
and  "interest in the  Company"  shall mean with respect to any fiscal year
(or  relevant  portion  thereof) and with respect to each Member (or former
Member),  the Capital  Account  (or, in the case of a Member with more than
one series of Units (as defined  below),  the Capital  Accounts)  that such
Member (or former  Member)  would have  received  (or in fact did  receive)
pursuant to the terms and provisions of Article VI upon withdrawal from the
Company as of the end of such fiscal year (or relevant portion thereof).

          Notwithstanding  any other  provision  of this  Agreement  to the
contrary,  in no event shall any Member (or former  Member) be obligated to
make any additional  contribution or payment whatsoever to the Company,  or
have any  liability  for the  repayment  and  discharge  of the  debts  and
obligations of the Company (apart from its interest in the Company), except
that a Non-Managing  Member (or former  Non-Managing  Member) shall, in the
discretion  of the Managing  Member,  be required,  for purposes of meeting
such Member's (or former Member's)  obligations under this Section 1.03, to
make additional contributions or payments,  respectively,  up to, but in no
event in excess of, the  aggregate  amount of returns of capital  and other
amounts actually received by it from the Company during or after the fiscal
year to which any debt or obligation is attributable.

          As used in this Agreement, the terms "former Non-Managing Member"
and "former  Member"  refer to such Persons as hereafter  from time to time
cease to be a Non-Managing Member or Member, respectively,  pursuant to the
terms and provisions of this Agreement.

          Section 1.04  Purposes of the  Company.  The Company is organized
for the purposes of (i) allocating  its assets  directly or indirectly to a
group of  investment  managers  (the  "Advisors")  (that  may or may not be
Affiliates (as defined in Section 2.05) of the Managing Member),  including
through  limited  liability  companies  or other  entities  managed  by the
Managing Member or one of its Affiliates through which the Company accesses
Advisors  ("Portfolio  Companies"),   that  employ  strategies  within  the
relative  value  sector,  (ii) engaging in any other lawful act or activity
for which limited  liability  companies may be organized under the Act, and
(iii) engaging in any and all activities and  transactions  as the Managing
Member may deem necessary or advisable in connection therewith.

         Section 1.05 Assignability of Units; Assignment by Managing Member.
                      -----------------------------------------------------

          (a) Except as provided in paragraph (b) below,  without the prior
written consent of the Managing  Member,  which may be withheld in its sole
and absolute discretion, with or without cause, a Member may not substitute
any other  person as a Member nor  pledge,  transfer or assign its units of
limited liability company interests in the Company ("Units") in whole or in
part to any  Person  except by  operation  of law  pursuant  to the  death,
bankruptcy,  dissolution,  corporate  reorganization or merger of a Member.
Any attempted  pledge,  transfer,  assignment or  substitution  not made in
accordance with this Section 1.05 shall be void.

          (b) Without the consent of the Non-Managing Members, the Managing
Member may assign or otherwise transfer its Managing Member interest in the
Company to any corporation, partnership, limited liability company or other
entity controlling, controlled by or under common control with the Managing
Member,  and may  substitute  any such  corporation,  partnership,  limited
liability  company or other entity as the  Managing  Member as long as such
transfer  does  not,  as  determined  by the  Managing  Member  in its sole
discretion,  cause the Company to be taxable as a corporation. The Managing
Member's  limited  liability  company interest in the Company in respect of
its  Incentive  Allocation  (as  defined  in  Section  4.05(b)(i))  and the
Incentive  Allocation Account (as defined in Section 4.03(d)) maintained in
respect thereof will not be represented by Units.

          Section 1.06 Registered  Office and Agent for Service of Process.
The registered  office of the Company shall be:  Corporation  Trust Center,
1209 Orange Street,  Wilmington,  Delaware 19801,  and the registered agent
for  service of  process  at such  office  shall be The  Corporation  Trust
Company.  The Company may from time to time have such other place or places
of business within or without the State of Delaware as may be designated by
the Managing Member.

                                ARTICLE II

                         Management of the Company

          Section 2.01 Management Generally.  The management of the Company
shall be vested exclusively in the Managing Member. Except as authorized by
the Managing  Member,  or as  expressly  set forth in this  Agreement,  the
Non-Managing  Members shall have no part in the  management of the Company,
and shall  have no  authority  or right to act on behalf of the  Company in
connection with any matter.  The Managing Member,  and any Affiliate of the
Managing Member,  may engage in any other business venture,  whether or not
such  business is similar to the business of the  Company,  and neither the
Company  nor any  Non-Managing  Member  shall have any rights in or to such
ventures or the income or profits derived therefrom.

          Section 2.02 Delegation by Managing  Member.  The Managing Member
shall have the power and  authority  to delegate to one or more Persons (as
defined in Section 2.03(d)),  including,  without limitation,  any officer,
employee  or agent of the  Company or the  Managing  Member,  the  Managing
Member's  rights and powers to manage and control the  business and affairs
of the Company.  The Managing Member may, by written instrument,  authorize
any Person to enter into and  perform  under any  document on behalf of the
Company.

          Section  2.03  Authority  of the  Managing  Member.  The Managing
Member  shall have the power on behalf of and in the name of the Company to
carry out any and all of the objects and  purposes of the Company set forth
in Section  1.04 and Section  2.01,  and to perform all acts and enter into
and  perform  all  contracts  and  other  undertakings,  which  it may deem
necessary  or  advisable  or   incidental   thereto,   including,   without
limitation, the power to:

          (a)  open,  maintain  and  close  accounts,  including  custodial
accounts, with banks, including banks located inside and outside the United
States, and draw checks or other orders for the payment of monies;

          (b)  lend,  either  with or  without  security,  funds  or  other
properties of the Company,  borrow or raise funds (including borrowing from
the Managing Member or its  Affiliates),  and secure the obligations of the
Company by pledges or  hypothecation  of all or any part of the property of
the Company;

          (c) do any and all acts on behalf of the  Company,  and  exercise
all  rights,  powers,  privileges  and  other  incidents  of  ownership  or
possession  with respect to the Company's  assets  (including  any interest
therein)  and  other  property  and  funds  held or owned  by the  Company,
including,   without   limitation,   participation  in  arrangements   with
creditors,  the  institution  and  settlement  or  compromise  of suits and
administrative proceedings and all other like or similar matters;

          (d) engage any person, general partnership,  limited partnership,
limited liability  company,  corporation,  joint venture,  trust,  business
trust,  cooperative,  association  or other  entity  (each,  a "Person" and
collectively,  "Persons")  (including  the  Managing  Member and any of its
Affiliates)  pursuant to an  administration  agreement  to provide  certain
administrative  services (any such Person  providing  such  services  being
referred to herein as the "Administrator"),  including, without limitation,
calculating  the net asset  value (the  "NAV") of each  series of Units and
Members' Capital Accounts, valuing the Company's assets, assisting with the
valuation of securities which are not readily marketable,  assisting in the
preparation  of  the  Company's  financial  statements,  assisting  in  the
preparation  and  distribution  of reports to each  Member,  maintaining  a
registry  for the  ownership  of each series of Units and  providing  other
administrative services to the Company;

          (e)  consent  on  behalf of the  Company  to any  changes  in the
members,  directors or officers of the Managing Member,  if such consent is
required by applicable law;

          (f)  engage  any  personnel,  whether  part  time or  full  time,
attorneys,  financial  advisers,  underwriters,  accountants,  consultants,
appraisers, custodians of the assets of the Company or other Persons as the
Managing  Member may deem  necessary or desirable,  whether or not any such
Person may be an Affiliate  of the Managing  Member or may also be employed
by any Affiliate of the Managing Member;

          (g) allocate the Company's  assets,  directly or  indirectly,  to
Advisors,  Portfolio Companies and investment funds in the manner set forth
in the Company's  Confidential  Private Placement Memorandum (as amended or
supplemented from time to time, the "Memorandum"), oversee such allocations
and,  from time to time,  in the sole  discretion  of the Managing  Member,
reallocate the Company's  assets among existing or new Advisors,  Portfolio
Companies or investment funds;

          (h) invest any of the Company's cash balances which it determines
at any time,  in its sole  discretion,  not to  allocate  to the  Advisors,
Portfolio  Companies  or  investment  funds,  in any  instruments  it deems
appropriate in its sole discretion,  including,  without limitation,  money
market funds sponsored by Goldman, Sachs & Co. or its Affiliates;

          (i) redeem the  Company's  interests  in any  investment  fund or
Portfolio  Company in order to obtain cash necessary to meet the redemption
requests of the Members, or for any other reason in its sole discretion;

          (j) bring and defend actions and proceedings at law or equity and
before any governmental, administrative or other regulatory agency, body or
commission;

          (k)  make  distributions  to  Members  in cash or (to the  extent
permitted hereunder) otherwise;

          (l) prepare and file all necessary  returns and  statements,  pay
all taxes,  assessments and other  impositions  applicable to the assets of
the Company and withhold  amounts with respect thereto from funds otherwise
distributable to any Member;

          (m) determine the accounting  methods and  conventions to be used
in the preparation of any accounting or financial records of the Company;

          (n) make any and all tax elections permitted to be made under the
Internal Revenue Code of 1986, as amended (the "Code"),  and any applicable
state, local or foreign tax law;

          (o)  determine the tax  treatment of any Company  transaction  or
item for purposes of completing  the  Company's  federal,  state,  local or
foreign tax returns; and

          (p)  take  all  actions,  and  authorize  any  member,  employee,
officer,  director  or  other  agent  of the  Managing  Member  or agent or
employee of the Company,  to act for and on behalf of the  Company,  in all
matters  necessary  to, in connection  with,  or incidental  to, any of the
foregoing.

          Section 2.04 Reliance by Third Parties.  Persons dealing with the
Company are entitled to rely  conclusively  upon the  certification  of the
Managing  Member,  to the  effect  that it is then  acting as the  Managing
Member and upon the power and  authority of the  Managing  Member as herein
set forth.

          Section 2.05 Activity of the Managing Member. The Managing Member
and Persons  controlling,  controlled  by or under common  control with the
Managing Member and any of such Person's directors, members,  stockholders,
partners, officers, employees and controlling persons (each, an "Affiliate"
and collectively,  "Affiliates"), shall devote so much of their time to the
affairs  of the  Company  as in the  judgment  of the  Managing  Member the
conduct of its business shall reasonably require,  and none of the Managing
Member or its  Affiliates  shall be  obligated  to do or perform any act or
thing in  connection  with the  business of the Company not  expressly  set
forth  herein.  Nothing  contained  in this Section 2.05 shall be deemed to
preclude the Managing Member or its Affiliates  from exercising  investment
responsibility,  from engaging directly or indirectly in any other business
or from directly or indirectly  purchasing,  selling or holding securities,
options, separate accounts, investment contracts,  currency, currency units
or any other  asset and any  interest  therein  for the account of any such
other business,  for their own accounts, for any of their family members or
for other clients.

          Section 2.06  Standard of Care; Indemnification.
                        ---------------------------------

          (a) None of the  Managing  Member  or its  Affiliates  (each,  an
"Indemnified  Person" and collectively the "Indemnified  Persons") shall be
liable  to the  Company  or to the  Members  for (i)  any  act or  omission
performed or failed to be performed by such person (other than any criminal
wrongdoing),  or for any losses,  claims,  costs,  damages,  or liabilities
arising  therefrom,  in the  absence of any  criminal  wrongdoing,  willful
misfeasance  or gross  negligence on the part of such person,  (ii) any tax
liability  imposed on the  Company or any Member or (iii) any losses due to
the actions or  omissions of the  Advisors,  any brokers or other agents of
the Company.

          In the event that any Indemnified  Person becomes involved in any
capacity in any action,  proceeding or investigation  brought by or against
any Person  (including  any  Non-Managing  Member) in  connection  with any
matter  arising  out of or in  connection  with the  Company's  business or
affairs  (including a breach of this Agreement by any Member),  the Company
will periodically reimburse such Indemnified Person for its legal and other
expenses  (including  the  costs  of  any  investigation  and  preparation)
incurred in connection  therewith,  provided that such  Indemnified  Person
shall  promptly  repay to the  Company  the  amount of any such  reimbursed
expenses paid to it if it shall  ultimately be determined by a court having
appropriate  jurisdiction in a decision that is not subject to appeal, that
such Indemnified Person is not entitled to be indemnified by the Company in
connection with such action, proceeding or investigation as provided in the
exception contained in the next succeeding sentence.

          To the fullest  extent  permitted by applicable  law, the Company
shall also indemnify any Indemnified Person, jointly and severally, against
any losses, claims, costs, damages or liabilities to which such Indemnified
Person may become  subject in connection  with any matter arising out of or
in connection with the Company's business or affairs,  except to the extent
that any such loss, claim,  cost,  damage, or liability results solely from
the willful misfeasance,  bad faith or gross negligence of, or any criminal
wrongdoing by, such Indemnified  Person.  If for any reason (other than the
willful  misfeasance,  bad faith or gross  negligence  of, or any  criminal
wrongdoing by, such Indemnified  Person) the foregoing  indemnification  is
unavailable  to such  Indemnified  Person,  or is  insufficient  to hold it
harmless,  then the Company shall  contribute to the amount paid or payable
to the Indemnified Person as a result of such loss, claim, cost, damage, or
liability  in such  proportion  as is  appropriate  to reflect not only the
relative  benefits  received  by the  Company  on the  one  hand  and  such
Indemnified  Person on the other  hand but also the  relative  fault of the
Company and such  Indemnified  Person,  as well as any  relevant  equitable
considerations.

          The reimbursement,  indemnity and contribution obligations of the
Company under this Section 2.06 shall be in addition to any liability which
the Company may  otherwise  have and shall be binding upon and inure to the
benefit of any successors,  assigns, heirs, and personal representatives of
the Company,  the Managing  Member and any other  Indemnified  Person.  The
foregoing provisions shall survive any termination of this Agreement.

          (b) The reimbursement,  indemnification  and contribution  rights
provided by this  Section  2.06 shall not be deemed to be  exclusive of any
other  rights to which the  Indemnified  Person may be  entitled  under any
agreement  or as a matter  of law,  or  otherwise,  both as to action in an
Indemnified Person's official capacity and to action in any other capacity,
and shall  continue as to an  Indemnified  Person who has ceased to have an
official  capacity for acts or omissions  during such official  capacity or
otherwise when acting at the request of the Managing Member and shall inure
to  the   benefit  of  the   successors,   assigns,   heirs  and   personal
representatives of such Indemnified Person.

          (c)  Notwithstanding  any of the foregoing to the  contrary,  the
provisions  of this  Section  2.06 shall not be construed as to relieve (or
attempt to relieve) from liability or to provide for the indemnification of
any Indemnified Person for any liability (including liability under federal
securities law which, under certain circumstances, impose liability even on
persons  that act in good  faith),  to the extent  (but only to the extent)
that such  indemnification  would be in  violation of  applicable  law, but
shall be construed so as to effectuate  the provisions of this Section 2.06
to the fullest extent permitted by applicable law.

          (d) The Managing Member shall have power to purchase and maintain
insurance on behalf of the Managing Member and the  Indemnified  Persons at
the  expense of the  Company  against  any  liability  asserted  against or
incurred  by them in any  such  capacity  or  arising  out of the  Managing
Member's status as such, whether or not the Company would have the power to
indemnify  the  Indemnified   Persons  against  such  liability  under  the
provisions of this Agreement.

          (e) An Indemnified Person may rely upon and shall be protected in
acting  or  refraining  from  action  upon  any  resolution,   certificate,
statement,  instrument,  opinion, report, notice, request,  consent, order,
bond debenture,  or other document believed by it to be genuine and to have
been signed or presented by the proper party or parties.

          (f) An Indemnified  Person may consult with counsel,  accountants
and  other  experts  reasonably  selected  by it,  and  any  opinion  of an
independent  counsel,  accountant or expert  retained with  reasonable care
shall be full and  complete  protection  in respect of any action  taken or
suffered or omitted by the Indemnified  Person  hereunder in good faith and
in accordance with such opinion.

          (g) The  Managing  Member may execute any of the trusts or powers
hereunder or perform any duties  hereunder either directly or by or through
agents or attorneys,  and the Managing  Member shall not be responsible for
any misconduct or negligence on the part of any agent or attorney appointed
with reasonable care by it hereunder.

          Section 2.07 Management Fee;  Payment of Costs and Expenses.  The
Company shall pay to the Managing Member a management fee (the  "Management
Fee")  in  respect  of each  series  of  Units,  payable  in  arrears,  for
investment  management  and other  management  services  accruing daily and
calculated  and paid on a monthly basis of  one-twelfth of 1.25% of the Net
Assets (as  defined in Section  4.01(d))  of the Company in respect of each
such series of Units as of the end of each month, appropriately adjusted to
reflect  capital   appreciation  or  depreciation  and  any  contributions,
redemptions or  distributions.  For purposes of determining  the Management
Fee for  any  month,  Net  Assets  shall  not be  reduced  to  reflect  any
Management  Fee for such month and any  accrued  Incentive  Allocation  (as
defined in Section  4.05(b)),  including any Incentive  Allocation  that is
allocated to the Managing Member's Incentive  Allocation Account as of such
time,  provided that Net Assets shall be reduced for any amounts which have
been previously  allocated to the Managing  Member's  Incentive  Allocation
Account.  The Management Fee will reduce the Capital  Account of the series
of Units to which it relates, as described in Section 4.03.

          If a Member is admitted to, or withdraws  from, the Company as of
a date other than the first day of a month,  the portion of the  Management
Fee  determined  with respect to such  Member's  Capital  Account  shall be
appropriately  pro-rated  to take into  account  the number of days in such
month  during  which such  Member was a Member.  Partial  withdrawals  will
result in similar pro-ration.

          The Managing  Member has the right,  in its sole  discretion,  to
waive fees or impose  different fees on any Member,  as may be agreed to by
the Managing Member and the Member, and to make the appropriate  amendments
to this Agreement in order to reflect such fee arrangements.

          The  Managing  Member  shall  bear  its own  overhead  costs  and
expenses and provide to the Company news,  quotation and computer equipment
and services  (except to the extent paid for through the  permitted  use of
soft dollars),  office space and utilities,  and  secretarial  and clerical
personnel.

          The Company bears all of its operating expenses,  including,  but
not limited to,  legal  expenses;  professional  fees  (including,  without
limitation,  fees and  expenses of  consultants  and  experts)  relating to
investments; costs and expenses relating to any amendment of this Agreement
or the Company's other organizational  documents or subscription  agreement
or any  modification or supplement to the Memorandum,  and any distribution
of  such  documentation  to  the  Members;  accounting,  auditing  and  tax
preparation  expenses;  fees and  expenses  of other  agents of the Company
(including,  without limitation,  fees which may be payable to and expenses
of an  Administrator  or  sub-administrator  of  the  Company);  taxes  and
governmental  fees;  printing and mailing  expenses;  expenses  relating to
transfers and redemptions of Units; fees and out-of-pocket  expenses of any
service company retained to provide accounting and bookkeeping  services to
the  Company;  quotation or valuation  expenses;  expenses  relating to the
acquisition,  holding and disposition of investments (e.g.,  expenses which
the  Managing  Member  determines  to be related to the  investment  of the
assets of the Company,  including, among others, research expenses, such as
fees to the Advisors, brokerage fees and commissions,  expenses relating to
short sales, clearing and settlement charges,  custodial fees and expenses,
costs  and  charges  for  equipment  or  services  used  in   communicating
information  regarding  the  Company's  transactions  between the  Managing
Member and other agents,  bank service fees,  interest expenses,  borrowing
costs and extraordinary  expenses);  insurance premiums;  costs incurred in
connection with any claim, litigation,  arbitration,  mediation, government
investigation or dispute in connection with the business of the Company and
the amount of any judgment or settlement paid in connection  therewith,  or
the  enforcement  of the  Company's  rights  against any Person;  costs and
expenses for indemnification or contribution  payable by the Company to any
Person  (including,  without  limitation,  pursuant to the  indemnification
obligations  described  herein  under  Section  2.06);  and all  costs  and
expenses incurred as a result of dissolution, winding-up and termination of
the Company.

          In addition,  the Company will bear its  organizational  expenses
and the expenses  incurred in connection  with the offer and sale of Units,
including  printing  costs and legal fees and expenses of the Company,  the
Managing  Member and any placement agent and other expenses of the offering
of Units.  In  addition,  the  Company  will bear,  indirectly  through its
investment  in each  Portfolio  Company  or  investment  fund in  which  it
invests, its pro rata portion of the offering, organizational and operating
expenses of each Portfolio Company or investment fund,  including,  without
limitation,  the  expenses  of the type  described  in this  and the  prior
paragraph.

          To the extent  that  expenses to be borne by the Company are paid
by the Managing Member, the Company shall reimburse the Managing Member for
the payment of any such expenses.  The Managing Member may elect, from time
to time, to bear certain of the Company's  expenses  described  above.  The
Managing Member shall bear its own overhead costs and expenses.

          Section  2.08  Principal  Transactions  and Other  Related  Party
Transactions.  Each  Non-Managing  Member  hereby  authorizes  the Managing
Member,  on  behalf of such  Non-Managing  Member,  to  select  one or more
Persons,  who shall not be affiliated with the Managing Member, to serve on
a committee, the purpose of which will be to consider and, on behalf of the
Non-Managing  Members,  approve or  disapprove,  to the extent  required by
applicable law, of principal  transactions  and certain other related party
transactions. In no event shall any such transaction be entered into unless
it complies with applicable law.

                                ARTICLE III

                 Series of Units; Admission of New Members

          Section 3.01  Classes and Series of Units.
                        ---------------------------

          (a) Units may be divided  into  different  classes of Units,  and
each class may be further divided into different series of Units (each such
series being referred to in this Agreement as a "series,"  provided  always
that in the case of a class  which  has not been  divided  into two or more
series, the expression "series" shall, where the context so requires, mean,
for the  purposes  of this  Agreement,  the  Units of such  class),  in the
discretion of the Managing Member. In this Agreement,  except when referred
to under their  separate  classes or series or where the context  otherwise
requires,  the term  "Units"  shall mean all classes and all series of each
class of Units.

          (b) An initial series of Units of a class (the "Initial  Series")
will be issued on the  initial  closing  date of each  class.  The  initial
purchase price per Unit for the Initial Series of Units of a class shall be
$100.  The Managing  Member may, at any time and from time to time,  in its
sole  discretion,  elect to raise  additional  capital for the Company from
Members and from new  subscribers  on such terms and  conditions  as may be
determined by the Managing Member in its sole discretion.  Generally, a new
series of Units  will be issued on each date an  existing  Member  makes an
additional Capital Contribution in accordance with Section 4.02 and on each
date a new Member is  admitted to the Company in  accordance  with  Section
3.03,  except that the  Managing  Member may issue  additional  Units of an
existing  series,  or Units of a new  series at an initial  purchase  price
other than $100,  provided  that any such issuance does not have a material
adverse  effect  on the NAV or  Prior  High  NAV  (as  defined  in  Section
4.05(b)(i))  of the Units of any Member.  Each Unit will carry equal rights
and  privileges  with each other Unit of the same series.  Units of a class
issued at the  beginning  of any  fiscal  year will be  offered at the then
current  NAV per Unit of the Initial  Series of such class if such  Initial
Series is at or above its Prior High NAV per Unit. If the Initial Series of
such  class is not at or above its Prior  High NAV per Unit,  Units will be
issued in the next  offered  series of such  class  that is at or above its
Prior  High NAV.  If no  series  of Units of such  class is at or above its
Prior  High NAV at such  time,  such  additional  Units will be issued as a
separate series at a price per Unit determined by the Managing  Member,  in
its sole discretion. Fractions of Units may be issued to one ten-thousandth
of a Unit.

          Section  3.02  Conversion  of Series.  Following  the end of each
fiscal year, any issued and  outstanding  series of Units of a class (other
than the  Initial  Series of such class) that is at or above its Prior High
NAV may, in the sole discretion of the Managing Member, be exchanged (after
reduction for the Management Fee and any Incentive  Allocation)  into Units
of the Initial Series of such class (or if such Initial Series is not at or
above its Prior High NAV per Unit,  the next  offered  series of such class
that is at or above its Prior High NAV) at the  prevailing  NAV per Unit of
the Initial Series or such other series of Units (as applicable).

          Section 3.03 New Members.  Subject to the condition that each new
Member shall execute an appropriate  counterpart to this Agreement pursuant
to which it  agrees to be bound by the terms  and  provisions  hereof,  the
Managing  Member may admit one or more new Members on the first day of each
calendar  quarter  or at  such  other  times  as the  Managing  Member  may
determine in its sole discretion.  Admission of a new Member shall not be a
cause for dissolution or termination of the Company.

          Section 3.04 Adjustment to Number of Units Issued. If at any time
the Managing Member determines,  in its sole discretion,  that an incorrect
number of Units was  issued  to a Member  because  the NAV in effect on the
date of issuance  was  materially  incorrect,  the Company will adjust such
Member's Units by increasing or decreasing  them, as  appropriate,  to such
number of Units as would have been issued at the correct NAV.

          Section 3.05 Additional  Classes of Units.  The Company may issue
additional  classes of Units,  including,  without  limitation,  classes of
Units that are subject to different  fee  arrangements  or seek to maximize
total returns in other  currencies.  The Managing  Member may,  without the
prior consent of or notice to the Members,  make appropriate  amendments to
or supplement this Agreement to the extent necessary or desirable to effect
the issuance of Units of any such class, including,  without limitation, to
account for different  fee  arrangements  or the separate  currency-related
transactions engaged in with respect to such a class.

                                ARTICLE IV

                        Capital Accounts of Members
                           and Operation Thereof

          Section 4.01  Definitions.  For the  purposes of this  Agreement,
unless the context otherwise requires:

          (a)  The  term  "Accounting  Period"  shall  mean  the  following
periods:  The initial  Accounting Period commenced upon the commencement of
operations of the Company. Each subsequent Accounting Period shall commence
immediately  after  the  close of the  preceding  Accounting  Period.  Each
Accounting  Period  hereunder  shall  close at the close of business on the
first to occur of (i) the last day of each  calendar  month,  (ii) the last
day of each fiscal year of the Company, (iii) the date immediately prior to
the  effective  date of the  admission of a new Member  pursuant to Section
3.03,  (iv)  the  date  immediately  prior  to  the  effective  date  of an
additional Capital  Contribution  pursuant to Section 4.02, or (v) the date
immediately  prior to the  effective  date of any  redemption  or  complete
withdrawal pursuant to Article V or Article VI hereof. The final Accounting
Period shall end on the date the Company dissolves.

          (b)  The  term  "Beginning  Value"  shall,  with  respect  to any
Accounting  Period,  mean the value of the Company's Net Assets (as defined
below) at the beginning of such Accounting Period.

          (c) The term "Ending Value" shall, with respect to any Accounting
Period,  mean the  value of the  Company's  Net  Assets  at the end of such
Accounting Period (before giving effect to the Incentive Allocation and the
Management Fee for such Accounting  Period,  but after giving effect to all
other expenses for such Accounting Period).

          (d) The term "Net Assets"  shall mean the excess of the Company's
total assets over its total  liabilities,  determined  in  accordance  with
Section 4.07.

          (e) The term "Net  Capital  Appreciation,"  with  respect  to any
Accounting Period,  shall mean the excess, if any, of the Ending Value over
the Beginning Value.

          (f) The term "Net  Capital  Depreciation,"  with  respect  to any
Accounting  Period,  shall mean the excess,  if any, of the Beginning Value
over the Ending Value.

          Section  4.02  Capital  Contributions.  Each  Member  has paid or
conveyed by way of contribution to the Company in exchange for the issuance
of Units cash and/or marketable  securities having an aggregate value equal
to the amount set forth  opposite such Member's name in Part I or II of the
Schedule  (herein called the "Initial  Capital  Contribution").  Additional
Capital  Contributions  may be made by Members only in accordance  with the
provisions of this Section 4.02.

          Upon  the  approval  of the  Managing  Member,  any  existing  or
prospective  Member  may  purchase  additional  or  newly-issued  Units  by
contributing cash and/or marketable  securities to the Company on the first
day of any calendar  quarter or at such other times as the Managing  Member
may determine in its sole  discretion.  The Managing  Member and any of its
Affiliates may make additional Capital Contributions to the Company in cash
and/or marketable securities at any time and in any amounts.

          Whether marketable securities shall be accepted as a contribution
to the Company shall be  determined in the sole  discretion of the Managing
Member.

          Section 4.03  Capital Accounts.
                        ----------------

          (a)  A  separate   capital  account  (herein  called  a  "Capital
Account")  shall be established on the books of the Company for each series
of Units.  The Capital  Account of each series shall initially be an amount
equal to the Initial Capital Contributions with respect to such series. The
Capital  Account  of a  series  shall  be  (i)  increased  to  reflect  any
additional  Capital  Contributions  pursuant to Section  4.02 in respect of
such series; (ii) increased to reflect the Net Capital Appreciation of such
series  for  each  Accounting  Period;   (iii)  decreased  to  reflect  the
redemption  of any Units of such  series,  pursuant to Section  5.02;  (iv)
decreased  to  reflect  the  amount  of any  distributions  (other  than in
redemption of Units  pursuant to Section 5.02)  pursuant to Section 5.04 in
respect of such series (including any deemed distributions of taxes paid by
the Company  pursuant to Section  5.04(c) in respect of such  series);  (v)
decreased for any Incentive  Allocation pursuant to Section 4.05(b) and any
Management Fee in respect of such series; and (vi) decreased to reflect the
Net Capital Depreciation of such series for each Accounting Period.

          (b) At the time of the  conversion  of any  series of Units  into
Units of the  Initial  Series or any  other  series  of Units  pursuant  to
Section 3.02, the Capital Account of the converted series of Units shall be
reduced to zero, and the Capital  Account of the series of Units into which
such Units were converted  shall be increased by the balance of the Capital
Account  of  the  converted  series  of  Units  immediately  prior  to  the
conversion.

          (c) A separate  Capital  Account shall also be established on the
books of the Company  for each Member with  respect to each series of Units
held by such Member. Each Member's Capital Account with respect to a series
of Units shall equal the Capital  Account of such series times the Member's
Membership  Percentage  (as defined in Section  4.04) with  respect to such
series of Units.

          (d) The  Managing  Member shall have a separate  Capital  Account
(the  "Incentive  Allocation  Account"),  which shall initially be equal to
zero,  and which shall be (i) increased by any Incentive  Allocation at the
time such  Incentive  Allocation is made, and (ii) decreased to reflect the
amount  of  any  distributions   (including  any  deemed  distributions  in
connection  with the  withholding  of taxes in  respect  of such  Incentive
Allocation  pursuant to Section  5.04(c)) made to, or withdrawals  made by,
the Managing Member in respect of such Incentive Allocation Account.

          Section 4.04 Membership  Percentages.  A membership percentage (a
"Membership  Percentage") shall be determined for each Member for any given
series of Units for each  Accounting  Period of the Company by dividing (i)
the number of Units owned by such Member  within a given series by (ii) the
aggregate number of outstanding Units of such series as of the beginning of
such  Accounting  Period,  after taking into  account,  in the case of both
clause (i) and clause (ii),  any Units issued or redeemed as of (or the day
immediately  after) the beginning of such Accounting  Period. The aggregate
Membership Percentages for each series of Units shall equal 100%.

          Section  4.05  Allocation  of  Net  Capital  Appreciation  or Net
Capital Depreciation.

          (a) Any Net Capital Appreciation or Net Capital Depreciation,  as
the case may be, for an  Accounting  Period  shall be  allocated  among the
different  series of Units pro rata in accordance with the relative Capital
Accounts   (determined   prior  to  any  year-to-date   accrued   Incentive
Allocation)  of each series at the  beginning  of such  Accounting  Period,
after taking into account any  contributions,  distributions or redemptions
as of the beginning of such Accounting Period.

          (b) (i) At the end of each fiscal year of the Company, or at such
other date during a fiscal year as of which the following  determination is
required  pursuant to this Section 4.05, five percent (5%) of the amount by
which  the NAV of a series  of Units  (determined  prior to any  applicable
Incentive  Allocation  accrual  with  respect  to such  series of Units and
appropriately  adjusted as  determined  by the Managing  Member in its sole
discretion for  contributions,  distributions  and  redemptions,  but after
giving  effect to the  allocation,  pursuant  to  Section  4.05(a),  of Net
Capital Appreciation and Net Capital Depreciation for the Accounting Period
then  ending)  exceeds  such  series'  Prior High NAV at such date shall be
reallocated   to  the   Incentive   Allocation   Account  (the   "Incentive
Allocation").  The  "Prior  High  NAV"  with  respect  to a series of Units
initially  shall mean an amount  equal to the NAV of such  series as of the
date of its initial issue.  The new Prior High NAV with respect to a series
of Units immediately following the end of any period for which an Incentive
Allocation  has been made with  respect  to such  series  shall be reset to
equal the NAV of such series,  unless the series is  exchanged  pursuant to
Section 3.02 into the Initial Series or another  series,  in which case the
new Prior High NAV shall be reset to equal the NAV of the Initial Series or
such other series.  If the NAV of such series at the end of any fiscal year
of the  Company,  and such other date  during a fiscal year as of which the
determination of the Incentive  Allocation is required  pursuant to Section
4.05(c) is less than its Prior High NAV,  the Prior High NAV of that series
shall not  change.  The Prior  High NAV for each  series of Units  shall be
appropriately  adjusted as  determined  by the Managing  Member in its sole
discretion to account for contributions, distributions and redemptions made
with respect to such series of Units.

               (ii) The  Incentive  Allocation  with respect to a series of
Units accrues  daily and the Company shall credit the Incentive  Allocation
Account as of December 31 of each year for the Incentive Allocation.

          (c) In the event that the Company is dissolved  other than at the
end of a fiscal year,  or the  effective  date of a Member's  redemption of
Units  is other  than a fiscal  year-end,  then  the  Incentive  Allocation
described  above  shall  be  determined  and  made  as if the  date of such
dissolution or redemption was a fiscal year-end (but only in respect of the
Units being redeemed).

          (d)  Notwithstanding  anything  to the  contrary  herein,  to the
extent that the Company  invests in "New  Issues" (as defined  below),  and
there are  Members  who are  restricted  persons  within the meaning of the
National Association of Securities Dealers,  Inc. (the "NASD") Conduct Rule
2790 (the "NASD  Rule"),  investments  in New Issues will be made through a
special account and profits and losses  attributable to New Issues will not
be allocated  to the Capital  Accounts of Members who are  restricted  from
participating  in New Issues  under the NASD Rule.  One or more  additional
classes (or  sub-classes) of Units may be created and offered only to those
Members who are not restricted persons,  and only those Members who are not
restricted  persons shall have any beneficial  interest in such classes (or
sub-classes).  Notwithstanding  anything in this Agreement to the contrary,
the  Managing  Member  shall have the  right,  without  the  consent of the
Members, to make such amendments to this Agreement,  and to take such other
actions, as it deems advisable and appropriate,  in its sole discretion, to
implement the purposes of this Section 4.05(d). A "New Issue" is any equity
securities of an initial public  offering as described in the NASD Rule, or
otherwise as such term may be interpreted  from time to time under the then
current rules of the NASD.

          Section  4.06  Amendment of  Incentive  Allocation.  The Managing
Member  shall  have  the  right  to  amend,  without  the  consent  of  the
Non-Managing Members,  Section 4.05 of this Agreement so that the Incentive
Allocation  (or  other   performance-based   allocation)  therein  provided
conforms to any  applicable  requirements  of the  Securities  and Exchange
Commission and other regulatory  authorities;  provided,  however,  that no
such  amendment   shall   increase  the  Incentive   Allocation  (or  other
performance-based allocation) as so amended to more than the amount payable
in accordance  with Section 4.05 of this  Agreement (or, in the case of any
other performance-based  allocation  arrangement,  the specific arrangement
set forth in a written agreement between the affected  Non-Managing  Member
and the Company),  without the written consent of the affected Non-Managing
Member. The Managing Member reserves the right, in its sole discretion,  to
apply    different    performance-based    percentage    allocations    and
performance-based compensation arrangements to any Member, as may be agreed
by the Managing Member and such Member.

          Section 4.07  Determination of Net Assets.
                        ---------------------------

          (a) The  Company's  Net Assets shall be  determined in accordance
with  U.S.  generally   accepted   accounting   principles  ("U.S.   GAAP")
consistently applied as a guideline and the following principles:

               (i) The value of the  Company's  investment in an investment
fund shall be equal to the Company's  proportionate  interest in the NAV of
the investment fund, determined in accordance with the terms and conditions
of the respective  governing  agreement of each investment fund as reported
by its respective  Advisor or other  designee to the Company,  as it may be
amended,  supplemented or otherwise modified from time to time (or based on
such other information deemed relevant by the Managing Member).

               (ii) The assets of the Company that are invested pursuant to
investment  management  agreements  shall  be  valued  at fair  value  in a
commercially reasonable manner.

               (iii) All other assets or  liabilities  of the Company shall
be assigned such value as the Managing Member may reasonably determine.

               (iv) The  amount of the  Company's  assets  and  liabilities
(including,  without  limitation,  indebtedness  for money borrowed and the
Management  Fee)  shall be  determined  in  accordance  with U.S.  GAAP and
guidelines,  applied on a  consistent  basis,  provided  that the  Managing
Member  in its  discretion  may  provide  reserves  for  estimated  accrued
expenses,  liabilities  and  contingencies,  even if such  reserves are not
required by U.S. GAAP.

               (v) The  amount  payable  to a Member  or  former  Member in
redemption  of  part or all of  such  Member's  or  former  Member's  Units
pursuant to Section  5.02 shall be treated as a liability  of the  Company,
until paid, from (but not prior to) the beginning of the Accounting  Period
that begins  immediately after the close of business on the day immediately
prior to the  Redemption  Date (as  defined  in Section  5.02(a))  for such
Units.

               (vi) The amount to be  received by the Company on account of
any Capital  Contributions  pursuant to Section 4.02 shall be treated as an
asset of the Company from (but not before) the beginning of the  Accounting
Period  that  begins  immediately  after the close of  business  on the day
immediately prior to the effective date of such Capital Contributions.

               (vii)  Distributions  (other  than in  redemption  of  Units
pursuant to Section 5.02) made pursuant to Section 5.04  (including  deemed
tax  distributions  pursuant  to  Section  5.04(c))  other  than  as of the
beginning of an Accounting  Period shall be treated as an advance and as an
asset  of  the  Company,  until  the  beginning  of the  Accounting  Period
following the date of distribution.

               (viii) The  Incentive  Allocation,  if any,  credited to the
Incentive  Allocation  Account  shall  be  treated  as a  liability,  until
distributed,  from  the  beginning  of the  Accounting  Period  immediately
following  the  Accounting  Period in which the  Incentive  Allocation  was
credited to such Incentive Allocation Account.

          (b) The  Company  may  suspend  the  valuation  of its assets and
liabilities,  and any  distributions  or  redemptions  of any amounts  from
Capital Accounts,  for any period during which a Portfolio Company or other
investment fund with which the Company has made an investment has suspended
the  valuation of its assets and  liabilities.  The  Managing  Member shall
promptly notify Members of any such suspension,  and the termination of any
such suspension, by means of a written notice.

          (c) All values  assigned to  securities  and other  assets by the
Managing Member or the Administrator pursuant to this Section 4.07 shall be
final and  conclusive  as to all of the Members.  The  Managing  Member may
consult with and rely upon valuations of the Company's securities and other
assets provided by the Administrator.

          Section  4.08  Determination  of Net  Asset  Value.  The NAV of a
series of Units shall be equal to the balance of the Capital  Account  with
respect  to such  series  of Units.  The NAV per Unit of a series  shall be
equal to the NAV of such series divided by the number of outstanding  Units
of such series.

          Section 4.09 Allocation for Tax Purposes.  For each taxable year,
items of income, deduction, gain, loss or credit actually recognized by the
Company for federal  income tax  purposes  shall be  allocated  for federal
income  tax  purposes  among the  Members  in such  manner as to  equitably
reflect the amounts  credited or debited to each Member's  Capital  Account
for the current and prior  taxable  years (or relevant  portions  thereof).
Allocations under this Section 4.09 shall be made by the Managing Member in
accordance  with the  principles of Sections  704(b) and 704(c) of the Code
and  in  conformity  with  applicable  Treasury   Regulations   promulgated
thereunder  (including,  without limitation,  Treasury Regulations Sections
1.704-1(b)(2)(iv)(f)(4),  1.704-1(b)(4)(i) and 1.704-3(e)). Notwithstanding
the foregoing,  the Managing  Member in its sole  discretion may adjust the
allocation of items of Company  taxable  income,  gain,  loss and deduction
among the  Members  as it shall  deem to be  equitable,  and  necessary  or
desirable.

          If,  during or  immediately  following the end of a taxable year,
any Member  redeems all of its Units in the Company or the Managing  Member
withdraws any amount from its Incentive  Allocation Account, and the Member
would (absent this  sentence)  recognize  gain or loss under Section 731 of
the Code as a result of such redemption or withdrawal,  the Managing Member
may, in its sole  discretion,  elect to specially  allocate to such Member,
for U.S.  federal  income  tax  purposes,  any  income and gain or loss and
deduction  (including  short-term  capital gain or loss)  recognized by the
Company  during  such  taxable  year,  through  and  including  the date of
redemption or withdrawal, in an amount up to that amount of income and gain
or loss  and  deduction  which  if so  allocated  would  avoid  the  Member
recognizing  gain or loss on the redemption or withdrawal under Section 731
of the Code  (ignoring  for this  purpose,  in the sole  discretion  of the
Managing  Member,  any adjustments  that have been made to the tax basis of
the redeeming  Member's Units resulting from any transfers or assignment of
the Units (other than the original issue of the Units), including by reason
of death).  Any such election by the Managing  Member shall,  to the extent
reasonably  practicable  as determined  by the Managing  Member in its sole
discretion, be applied on an equitable basis to all Members that redeem all
of their Units  during or  immediately  following  the end of such  taxable
year.

          Section 4.10 Determination by Managing Member of Certain Matters;
Managing Member's Discretion.

          (a) All matters  concerning the valuation of securities and other
assets and liabilities of the Company, the allocation of profits, gains and
losses  among the  Members  (including  for tax  purposes)  and  accounting
procedures  not  expressly  provided  for by the  terms  of this  Agreement
(including, without limitation, allocation and accounting procedures in the
event a Member  that has an  account  managed by the  Managing  Member in a
manner  similar to the  investment  program  utilized by the Company  which
causes the assets and  liabilities in such account to be transferred to the
Company) shall be determined by the Managing  Member (or such Person as the
Managing   Member  may  authorize  to  make  such   determination),   whose
determination  shall be  final,  binding  and  conclusive  as to all of the
Members.

          (b) Whenever in this  Agreement the Managing  Member is permitted
or  required  to  make  a  decision  (i)  in  its  "sole   discretion"   or
"discretion,"  or under a  similar  grant of  authority  or  latitude,  the
Managing  Member  shall be  entitled to consider  only such  interests  and
factors as it desires and may consider its own  interests and the interests
of its  Affiliates  and its  determination  shall  be  final,  binding  and
conclusive  as to all of the  Members,  or (ii)  in its  "good  faith"  the
Managing  Member  shall act under such express  standards  and shall not be
subject to any other or different standards imposed by this Agreement or by
law or any other agreement contemplated herein.

          Section 4.11  Adjustments to Take Account of Interim Year Events.
If the Code or regulations  promulgated thereunder require an adjustment to
the Capital  Account of a Member or some other  interim  year event  occurs
necessitating in the Managing  Member's  judgment an equitable  adjustment,
the Managing Member shall make such  adjustments in the  determination  and
allocation  among the  Members of Net  Capital  Appreciation,  Net  Capital
Depreciation,   Capital   Accounts,   Membership   Percentages,   Incentive
Allocation,   the  Management  Fee,  Company  expenses,  items  of  income,
deduction,  gain, loss, credit or withholding for tax purposes,  accounting
procedures  or such other  financial or tax items as shall  equitably  take
into account such interim year event and applicable  provisions of law, and
the  determination  thereof by the Managing Member shall be final,  binding
and conclusive as to all of the Members.

          Section  4.12 Tax  Withholding.  If the  Company is  required  to
withhold  taxes on any  distribution  to,  or to pay or incur  any tax with
respect to any income  allocable  to or otherwise on account of, any Member
or series of Units,  the Company may  withhold  such  amounts and make such
payments to such taxing  authorities as are necessary to ensure  compliance
with such tax laws.

                                 ARTICLE V

                       Redemptions and Distributions

          Section 5.01 Redemptions and Distributions in General.  No Member
shall be entitled (i) to receive distributions from the Company,  except as
provided  in Section  5.04 and Section  7.02;  or (ii) to redeem any of its
Units (other than upon such Member's  withdrawal from the Company),  except
as provided in Sections  5.02 and 6.01 or upon the consent of, or as may be
required  by, and upon such  terms as may be  determined  by, the  Managing
Member in its sole  discretion.  In no event  shall a Member be entitled to
demand to receive property other than cash.

          Section 5.02  Redemptions.
                        -----------

          (a)  Subject to this  Section  5.02(a) and  Sections  5.02(c) and
5.03,  each Member  shall have the right to redeem some or all of its Units
as of the time immediately prior to the opening of business on each January
1,  April  1,  July  1 and  October  1  occurring  on or  after  the  first
anniversary  of  the  purchase  of  such  Units  by  the  Member  (each,  a
"Redemption  Date"), upon written notice received by the Managing Member at
least 91 days prior to the Valuation  Date (as defined below) in respect of
the redemption.  No partial redemption shall be permitted if thereafter the
aggregate NAV of the remaining Units held by the redeeming  Member would be
less than $500,000, unless such limitation is waived by the Managing Member
in its sole discretion.

          If outstanding  redemption requests from all Members with respect
to any Redemption Date (an "Initial Holdover  Redemption Date") (including,
without limitation, any Held Over Units (as defined below)) would result in
redemption  proceeds in excess of the Maximum Redemption Amount (as defined
below),  the Managing  Member shall be entitled in its sole  discretion  to
refuse to redeem Units requested for redemption that would have resulted in
redemption  proceeds in an amount  equal to or less than such  excess.  The
"Maximum Redemption Amount," with respect to any Redemption Date, means 25%
of the  aggregate  NAV,  determined  as of time  immediately  prior to such
Redemption Date, of all of the Units outstanding  immediately prior to such
Redemption  Date.  If the  Managing  Member  refuses to redeem Units as set
forth  above,   the  requests  for  redemption  on  such  Initial  Holdover
Redemption  Date by Members  shall be reduced  ratably,  and the  requested
Units  not so  redeemed  (the  "Held  Over  Units")  shall be  redeemed  on
subsequent  Redemption  Dates  subject  to the  Maximum  Redemption  Amount
calculation for such subsequent  Redemption Date and the Managing  Member's
rights to refuse  redemptions in connection  therewith,  provided that Held
Over Units  shall be redeemed  in  priority  to any  subsequently  received
redemption requests.

          Units of a particular series will be redeemed at a per Unit price
(the "Redemption  Price") based upon the NAV of such series as of the close
of business  on the day (a  "Valuation  Date")  immediately  preceding  the
applicable  Redemption  Date (taking into account the allocation of any Net
Capital  Appreciation or Net Capital  Depreciation  under Section 4.05, and
any  distributions  under  Section  5.04  for the  Accounting  Period  then
ending),  after  reduction for any Management Fee and Incentive  Allocation
(calculated  as if the  applicable  Valuation  Date was the last day of the
fiscal year) and other  liabilities of the Company to the extent accrued or
otherwise  attributable to the Units being redeemed,  and the amount of any
such reduction for the Management Fee shall be paid to the Managing Member,
and the amount of any such reduction for any Incentive  Allocation shall be
allocated  to the Capital  Account of the Managing  Member.  If a redeeming
Member owns Units of more than one series,  unless  otherwise  specified by
such Member in writing,  Units shall be redeemed on a "first  in-first out"
basis for purposes of determining  the Redemption  Price.  The Company will
endeavor  to pay the  redemption  proceeds  within  45 days  following  the
applicable  Redemption  Date,  without  interest.  The Managing  Member may
permit  redemptions  at other  times and in other  amounts,  subject to any
conditions that it may impose in its sole discretion.

          (b) The  Managing  Member  shall  have  the  right,  in its  sole
discretion,  as of any date that it determines  (including  during a fiscal
year)  and for any  reason  (including,  without  limitation,  pursuant  to
Article VI, for  regulatory or tax reasons,  or for any other  reason),  to
redeem any or all of a Member's  Units.  Any  redemptions  made pursuant to
this Section 5.02(b) shall be paid out in accordance with Section 5.02(a).

          (c) The  Managing  Member,  and  any  Affiliate  of the  Managing
Member, shall have the right at any time (including during a fiscal year or
other  period) to redeem any and all of its  interest or withdraw  all or a
portion of the assets in its Capital Account without notice to the Members.

          (d) If at any time  after a  redemption  of Units  (including  in
connection  with any  withdrawal  of a Member from the Company  pursuant to
Article VI) the Managing Member  determines,  in its sole discretion,  that
the amount paid to such Member or former Member pursuant to such redemption
was materially  incorrect (including because the NAV at which the Member or
former Member purchased such Units was incorrect),  the Company will pay to
such Member or former Member any additional  amount that it determines such
Member  or former  Member  would  have been  entitled  to  receive  had the
redemption  been  effected at the correct NAV, or, in its sole  discretion,
seek  payment  from such  Member or  former  Member of (and such  Member or
former  Member  shall be required to pay) the amount of any excess  payment
that the Managing Member  determines such Member or former Member received,
in each case without interest.

          Section 5.03  Limitation on Redemptions.
                        -------------------------

          (a) The right of any  Member  to redeem  some or all of its Units
pursuant to the  provisions  of Section 5.02 is subject to the provision by
the Managing Member for all Company liabilities in accordance with the Act,
and  for  reserves  for  estimated   accrued   expenses,   liabilities  and
contingencies in accordance with Section 4.07.

          (b) The  Managing  Member may  suspend  redemptions,  at any time
prior to the effective date of the redemption, and notwithstanding the fact
that a timely  redemption  request has previously been made, for the whole,
or any part, of any of the following periods: (i) during the closure of the
principal stock exchanges or other markets on which any substantial portion
of the  Company's  direct or  indirect  investments,  in the opinion of the
Managing Member, is quoted or dealt in other than for ordinary holidays, or
the  restriction  of  suspension  of  dealings  therein;  (ii)  during  the
existence  of any state of affairs  which,  in the opinion of the  Managing
Member,  constitutes an emergency as a result of which the determination of
the  price,  value or  disposition  of the  Company's  direct  or  indirect
investments  would be impractical  or prejudicial to Members;  (iii) during
which redemptions would, in the opinion of the Managing Member, result in a
violation  of  applicable  law;  (iv) during any  breakdown in the means of
communication or computation  normally employed in determining the price or
value of any of the  investments  of the  Company or the  current  price or
values on any stock  exchange  in  respect  of assets of the  Company;  (v)
during the  occurrence of any period when the Company is unable to withdraw
sufficient funds from investment funds or Portfolio  Companies or otherwise
to meet redemption  requests or in circumstances  when the disposal of part
or all of the Company's  assets to meet such  redemption  requests would be
prejudicial to Members; (vi) during which any transfer of funds involved in
the realization or acquisition of investments or payments due on redemption
of Units  cannot,  in the opinion of the  Managing  Member,  be effected at
advantageous  rates of  exchange;  and (vii) during any period in which any
investment fund or Portfolio  Company in which the Company has invested has
suspended redemptions or the calculation of its net asset value.  Postponed
redemptions  shall be  effected  on the first day of the month  immediately
following  the  termination  of the  suspension.  Any part of a  redemption
request  that  is  postponed  shall  take  precedence  over  later-received
redemption  requests  until the  postponed  request or  requests  have been
satisfied  in full.  Members  shall  be  given  notice  in  writing  of the
suspension of redemptions and the termination of any such suspension. Units
shall  be  held  by  the  Member  during  the  suspension  period  as if no
redemption request had been made.

          Section 5.04  Distributions.
                        -------------

          (a)  The   Managing   Member   may,  in  its   discretion,   make
distributions  in cash or in-kind (i) in connection with  redemptions  from
the  Company  by a  Member  or  in  connection  with  a  Member's  complete
withdrawal from the Company pursuant to Article VI, (ii) at any time to the
Managing Member in an amount not in excess of the then positive  balance in
the  Incentive  Allocation  Account  and  (iii)  at any  time to all of the
Members  on a pro  rata  basis in  accordance  with  the  Members'  Capital
Accounts.

          (b) If a distribution is made in-kind,  immediately prior to such
distribution,  the Managing Member shall determine the fair market value of
the  property  distributed  and adjust the Capital  Accounts of all Members
upwards or downwards to reflect the  difference  between the book value and
the fair market value thereof,  as if such gain or loss had been recognized
upon an actual  sale of such  property  and  allocated  pursuant to Section
4.05. Each such distribution shall reduce the Capital Account of the Member
to which the distribution was made by the fair market value thereof.

          (c) Any  taxes  paid  over  to a  governmental  authority  by the
Company  pursuant to Section 4.12 with respect to any Member (other than on
account of all Members  equally)  shall be deemed to be a  distribution  to
such Member. If a Member who receives a deemed  distribution of taxes under
this  Section  5.04(c)  owns more than one  series of Units,  the  Managing
Member in its sole discretion may allocate such deemed  distribution  among
such Member's different series of Units. Notwithstanding the foregoing, the
Managing  Member  in its sole  discretion  may  elect to treat  any  deemed
distribution to a Member under this Section 5.04(c), not as a distribution,
but as an advance to the Member and a partial  redemption  of such Member's
Units as of the next Redemption Date following the deemed distribution, and
such Member's Units shall be reduced thereby as appropriately determined by
the Managing Member.

                                ARTICLE VI

                       Withdrawal, Death, Disability

          Section 6.01  Withdrawal, Death, etc. of Members.
                        ----------------------------------

          (a) The withdrawal, death, disability,  incapacity,  adjudication
of incompetency,  termination,  bankruptcy,  insolvency or dissolution of a
Member  shall not dissolve the  Company.  Subject to the  restrictions  set
forth in Section 1.05(a),  the legal  representatives or successors of such
Member shall  succeed as assignee to the  Member's  interest in the Company
upon the  death,  disability,  incapacity,  adjudication  of  incompetency,
termination,  bankruptcy,  insolvency or  dissolution  of such Member,  but
shall not be admitted as a  substituted  member  without the consent of the
Managing Member.

          (b)  In  the  event  of  the   death,   disability,   incapacity,
adjudication  of  incompetency,   termination,  bankruptcy,  insolvency  or
dissolution of a Member,  the interest of such Member shall continue at the
risk of the  Company's  business  until the last day of the calendar  month
following the calendar month in which the Managing Member received  written
notice of such event. At the end of such period, the Managing Member shall,
in its sole discretion,  either (i) substitute the legal representatives or
successors of the former  Members as Members of the Company,  provided that
the  Managing  Member  determines  in its sole  discretion  that such legal
representatives  or  successors  are  qualified  to become  Members  of the
Company,  or (ii) redeem such  former  Member's  interest in the Company in
accordance with the redemption provisions set forth in this Article VI.

          Section 6.02 Required Withdrawals. The Managing Member may at any
time and for any reason, in its sole discretion,  terminate the interest of
any Member in the Company or require a Member to  withdraw  any part of its
Capital  Account.  A Member  required to withdraw  under this  Section 6.02
shall be treated for all purposes of distribution of redemption proceeds as
a Member who has given notice of a redemption  of all of its capital  under
Article V.

                                ARTICLE VII

                  Duration and Dissolution of the Company

          Section 7.01  Duration.
                        --------

          (a)  The  Company  shall  continue  until  the  earlier  of (i) a
determination  by the Managing  Member that the Company should be dissolved
and wound-up; (ii) the termination,  bankruptcy, insolvency, dissolution or
withdrawal by the Managing  Member other than by assignment of the Managing
Member's  interest  as provided  in Section  1.05(b);  or (iii) a vote of a
majority of the Members pursuant to Section  7.01(b).  Upon a determination
to dissolve the Company, redemptions, and distributions in respect thereof,
may not be made.

          (b) Dissolution of the Company by the Members:

               (i) For purposes of this Agreement:

                    (A) The term  "Meeting  Request"  shall  mean a written
request from Members  holding (as of the date of such request) at least 20%
of the voting power,  based on NAV, of the outstanding Units (excluding for
purposes of  calculating  such  percentage  any Units held by the  Managing
Member and any  affiliate  or employee of the  Managing  Member or Goldman,
Sachs & Co.  (collectively,  the "Managing  Member Units")) to the Managing
Member  requesting  that the Managing Member call a meeting for the purpose
of dissolving the Company.

                    (B) The term "Dissolution  Record Date" shall mean with
respect  to a meeting  at which the  dissolution  of the  Company  is to be
considered,  a date selected by the Managing Member, which is no later than
15 days following the date on which the Managing  Member receives a Meeting
Request.

               (ii) Upon the written request of one or more Members holding
at least 1% of the voting  power,  based on NAV, of the  outstanding  Units
(excluding for purposes of calculating  such percentage the Managing Member
Units),  solely for purposes of soliciting other Members in connection with
making a Meeting  Request,  the  Managing  Member  shall  use  commercially
reasonable  efforts to send to all other Members a  solicitation  to make a
Meeting  Request,   subject  to  the  Managing  Member's  right  to  impose
reasonable conditions upon any such solicitation.

               (iii)  Upon  receipt  by the  Managing  Member  of a Meeting
Request,  the Managing Member shall set a Dissolution Record Date and shall
schedule  a meeting  of the  Members  for no later  than 60 days  after the
Dissolution Record Date for the purpose of voting on the dissolution of the
Company (such  meeting,  the  "Dissolution  Meeting").  The quorum for such
meeting shall require attendance, in person or by proxy, of Members holding
at least a majority of the voting power,  based on NAV, of the  outstanding
Units  (excluding for purposes of calculating  such percentage the Managing
Member  Units)  as of the  Dissolution  Record  Date.  If a  quorum  is not
achieved for the meeting,  the meeting shall be cancelled and no vote shall
be held.  The  dissolution  of the Company by the Members may only be voted
upon at a meeting  properly  called in accordance with this Section 7.01(b)
and will be approved only upon the  affirmative  vote of Members holding at
least a majority  of the voting  power,  based on NAV,  of the  outstanding
Units  (excluding for purposes of calculating  such percentage the Managing
Member Units).

               (iv)  In the  event  of an  affirmative  vote  in  favor  of
dissolution of the Company, (A) the Managing Member shall seek to liquidate
the Company as soon as  reasonably  practicable  (including  by  submitting
redemption  requests to Portfolio Funds and Portfolio  Companies  within 30
days of such vote),  and (B) the Company shall be dissolved and  terminated
in accordance with the provisions of Section 7.02.

               (v) On or prior to August 25, 2006, the Managing Member may,
in its  sole  discretion,  amend,  delete  or waive  any of the  provisions
relating to the dissolution of the Company by the Members described in this
Section  7.01(b);  provided  that,  if the  Managing  Member has received a
written  request from one or more Members  representing  at least 1% of the
voting  power,  based  on NAV,  of the  outstanding  Units  (excluding  for
purposes of  calculating  such  percentage  the Managing  Member  Units) to
facilitate the  solicitation  of other Members in connection  with making a
Meeting  Request or has  received  a Meeting  Request  in  accordance  with
paragraphs  (ii) or (iii)  above,  any such  amendment,  deletion or waiver
shall not become  effective until the earliest of the date on which (A) the
solicitations  to make such Meeting  Request have been  terminated  or have
expired in  accordance  with such  conditions  as have been attached by the
Managing Member to the said solicitations pursuant to paragraph (ii) above,
or (B) the Dissolution Meeting referred to in such Meeting Request has been
held and there were insufficient votes to dissolve the Company or cancelled
for lack of a quorum  pursuant to paragraph  (iii)  above.  Notwithstanding
anything in the foregoing to the contrary, the Managing Member may amend or
waive any of the  provisions  relating  to the  dissolution  of the Company
described in this Section  7.01(b) at any time in its sole  discretion,  so
long as such amendment or waiver does not adversely affect the right of the
Members to dissolve the Company. If the Managing Member makes any permitted
amendment,  deletion or waiver,  it will give written notice thereof to the
Members following such amendment, deletion or waiver.

          Section 7.02  Dissolution.
                        -----------

          (a) On  dissolution  of the Company,  the Managing  Member shall,
within  no more  than 30 days  after  completion  of a final  audit  of the
Company's financial  statements,  make distributions out of Company assets,
in the following manner and order:

               (i) to creditors,  including  Members who are creditors,  to
the extent  otherwise  permitted by law, in  satisfaction of liabilities of
the Company (whether by payment or by establishment of reserves); and

               (ii) to the Members in the  proportion  of their  respective
Capital Accounts.

          (b) The Managing Member, in its discretion,  at any time and from
time to time,  may designate one or more  liquidators,  including,  without
limitation,  one or more  partners,  members or  officers  of the  Managing
Member, who shall have full authority to wind up and liquidate the business
of the Company and to make final  distributions as provided in this Section
7.02.  The  appointment  of any liquidator may be revoked or a successor or
additional  liquidator  or  liquidators  may be appointed at any time by an
instrument in writing signed by the Managing  Member.  Any such  liquidator
may  receive  compensation  as shall be fixed,  from  time to time,  by the
Managing Member.

          (c) In the event that the  Company is  dissolved  on a date other
than the last day of a fiscal year, the date of such  dissolution  shall be
deemed to be the last day of a fiscal year for  purposes of  adjusting  the
Capital  Accounts of the Members  pursuant to Section 4.03. For purposes of
distributing  the assets of the  Company  upon  dissolution,  the  Managing
Member  shall be  entitled  to a return,  on a pari  passu  basis  with the
Non-Managing  Members,  of the amount standing to its credit in its Capital
Account.

                               ARTICLE VIII

                      Tax Returns; Reports to Members

          Section 8.01 Independent  Auditors.  The financial  statements of
the Company shall be audited by Ernst & Young LLP, or such other  certified
public  accountants of similar standing selected by the Managing Member, as
of the end of each fiscal year of the Company.

          Section  8.02 Filing of Tax Returns.  The  Managing  Member shall
prepare and file,  or cause the  accountants  of the Company to prepare and
file, a federal  information  tax return in compliance with Section 6031 of
the Code,  and any  required  state and local  income  tax and  information
returns for each tax year of the Company.

          Section 8.03 Tax Matters  Partner.  The Managing  Member shall be
designated on the Company's annual federal information tax return, and have
full  powers and  responsibilities,  as the "Tax  Matters  Partner"  of the
Company for purposes of Section  6231(a)(7)  of the Code.  In the event the
Company  shall be the subject of an income tax audit by any federal,  state
or local  authority,  to the extent the Company is treated as an entity for
purposes of such audit,  including  administrative  settlement and judicial
review,  the Tax Matters  Partner  shall be  authorized to act for, and its
decision  shall be final and  binding  upon,  the  Company  and each Member
thereof.   All  expenses  incurred  in  connection  with  any  such  audit,
investigation, settlement or review shall be borne by the Company.

          Section 8.04 Financial  Reports to Current  Members.  The Company
shall  prepare  and mail to each  Non-Managing  Member (i)  annual  audited
financial  statements  after the end of the Company's  fiscal year and (ii)
information  necessary for such Member to complete its U.S. federal,  state
and local income tax returns  (including such  information that such Member
may  reasonably  require  annually to complete its tax filing  obligations,
provided that the Managing Member may provide the same without undue effort
or expense).

          Section  8.05 Tax  Reports to Members  and  Former  Members.  The
Company  shall use  reasonable  efforts to prepare  and mail,  or cause its
accountants  to  prepare  and  mail,  to each  Member  and,  to the  extent
necessary, to each former Member (or its legal representatives), as soon as
possible  after the close of each  taxable  year of the  Company,  a report
setting forth in sufficient  detail such  information  as shall enable such
Member or former Member (or such Member's legal representatives) to prepare
their respective federal income tax returns and/or extensions in accordance
with the laws, rules and regulations then prevailing.

                                ARTICLE IX

                               Miscellaneous

          Section 9.01 General.  This Agreement (i) shall be binding on the
permitted transferees, assigns, executors, administrators,  estates, heirs,
and legal  successors  and  representatives  of the Members and (ii) may be
executed,  through  the use of  separate  signature  pages or  supplemental
agreements  in any number of  counterparts  with the same  effect as if the
parties  executing  such  counterparts  had all executed  one  counterpart;
provided,  however,  that each such counterpart shall have been executed by
the Managing Member and that the counterparts, in the aggregate, shall have
been signed by, or on behalf of, all of the Members.

          Section  9.02  Power  of  Attorney.  Each of the  Members  hereby
appoints  the  Managing  Member as its true and lawful  representative  and
attorney-in-fact,  in its name,  place and  stead to make,  execute,  sign,
acknowledge, swear to and file:

          (a) a Certificate  of Formation of the Company and any amendments
thereto as may be required under the Act;

          (b) any duly adopted amendment to this Agreement;

          (c) any and all  instruments,  certificates,  and other documents
that may be deemed  necessary or desirable  to effect the  dissolution  and
winding-up of the Company (including,  but not limited to, a Certificate of
Cancellation of the Certificate of Formation); and

          (d)  any  business  certificate,   fictitious  name  certificate,
amendment  thereto,  or other instrument or document of any kind whatsoever
necessary,  desirable or convenient to accomplish the business, purpose and
objectives of the Company,  or required by any applicable  federal,  state,
local or foreign law.

          The power of attorney hereby granted by each of the  Non-Managing
Members is coupled with an interest, is irrevocable, and shall survive, and
shall not be affected by, the  subsequent  death,  disability,  incapacity,
incompetency,  termination,  bankruptcy,  insolvency or dissolution of such
Non-Managing Member;  provided,  however, that such power of attorney shall
terminate upon the substitution of another  non-managing  member for all of
such  Non-Managing  Member's  interest in the Company or upon the  complete
withdrawal of such Non-Managing Member from participation in the Company.

          Section 9.03 Amendments to Limited Liability  Company  Agreement.
The terms and  provisions  of this  Agreement may be modified or amended at
any time and from time to time with the written  consent of Members  having
in excess of 50% of the voting power of the outstanding  Units,  (or, if an
amendment  affects  only a  particular  series of Units,  with the  written
consent of Members having in excess of 50% of that series of Units),  based
on the NAV of such Units,  and the affirmative  vote of the Managing Member
insofar as is consistent with the laws governing this Agreement;  provided,
however, that without the consent of the Non-Managing Members, the Managing
Member may amend  this  Agreement  or the  Schedule  hereto to (i)  reflect
changes  validly  made  in the  membership  of  the  Company,  the  Capital
Contributions,  Membership  Percentages  and changes in the number of Units
held by the Members;  (ii) change the provisions  relating to the Incentive
Allocation so that such provisions  conform to the applicable  requirements
of the Securities and Exchange Commission and other regulatory authorities,
so long as such  amendment  does not increase the  Incentive  Allocation to
more than the  amount  that  would  otherwise  be  determined  absent  such
amendment;  (iii) reflect a change in the name of the Company;  (iv) make a
change  that is  necessary  or,  in the  opinion  of the  Managing  Member,
advisable  to qualify the Company as a limited  liability  company or other
entity in which the Members  have limited  liability  under the laws of any
state, or ensure that the Company shall not be treated as an association or
a publicly traded  partnership  taxable as a corporation for federal income
tax  purposes;  (v) make any  change  that does not  adversely  affect  the
Members in any  material  respect;  (vi) make a change that is necessary or
desirable to satisfy any requirements,  conditions or guidelines  contained
in any opinion,  directive,  order,  ruling or  regulation  of any federal,
state or foreign statute,  so long as such change is made in a manner which
minimizes to the extent  practicable,  as determined by the Managing Member
in its sole  discretion,  any  adverse  effect  on the  Members  or that is
required  or  contemplated  by this  Agreement;  (vii) make a change in any
provision of this  Agreement  that requires any action to be taken by or on
behalf of the Managing Member or the Company  pursuant to the  requirements
of applicable Delaware law if the provisions of applicable Delaware law are
amended, modified or revoked so that the taking of such action is no longer
required;  (viii)  prevent the Company or the  Managing  Member from in any
manner being deemed an  "investment  company"  subject to the provisions of
the Investment  Company Act of 1940, as amended;  (ix) correct  mistakes or
clarify ambiguities;  (x) in the event of adverse changes in the tax law or
interpretations  thereof applicable to the Company, amend this Agreement as
determined by the Managing  Member if it deems it advisable or necessary to
address  such  changes;  (xi)  conform  this  Agreement  to the  disclosure
provided in the  Memorandum;  (xii) correct or supplement  any  conflicting
provisions  and delete or add  provisions  as may be required by applicable
law or  regulations,  in each case, as determined by the Managing Member in
its  sole  discretion;  (xiii)  make  any  other  amendment  provided  such
amendment does not become  effective until after the affected  Members have
been  given  prior  written  notice of such  change  and have had the right
following  receipt of such notice to request the  redemption of their Units
and any  requested  redemption  shall have become  effective;  (xiv) amend,
delete or waive the  provisions  of  Section  7.01(b)  in  accordance  with
Section  7.01(b)(v);  or (xv)  make any  other  amendments  similar  to the
foregoing.  Each Member,  however, must consent to any amendment that would
(a) reduce its Capital  Account or rights of redemption or  withdrawal;  or
(b) amend the provisions of this Agreement relating to amendments.

          Section  9.04  Instruments.  The  parties  agree to  execute  and
deliver any further instruments or perform any acts which are or may become
necessary  to  carry  on  the  Company  created  by  this  Agreement  or to
effectuate its purposes.

          Section  9.05 No Personal  Liability  For Return of Capital.  The
Managing Member shall not be personally  liable for the return or repayment
of all or any portion of Capital  Contribution or profits of any Member, it
being  expressly  agreed  that any such return of Capital  Contribution  or
profits  made  pursuant  to this  Agreement  shall be made  solely from the
assets (which shall not include any right of contribution from the Managing
Member) of the Company.

          Section 9.06 Choice of Law.  Notwithstanding the place where this
Agreement  may  be  executed  by any of the  parties  hereto,  the  parties
expressly agree that all the terms and provisions hereof shall be construed
under the laws of the State of Delaware and,  without  limitation  thereof,
that the Act as now adopted or as may be hereafter amended shall govern the
limited  liability  company  aspects of this  Agreement.  The parties  also
expressly agree that all actions and proceedings brought by a party against
a Member or the  Company,  in  connection  with the  Company's  business or
affairs  (including a breach of this  Agreement by a party hereto) shall be
brought in and be subject  to the  jurisdiction  of a court of the State of
New York or any federal district court in the State of New York.

          Section 9.07 Waiver of  Inconvenient  Forum.  The parties  hereto
irrevocably waive to the fullest extent permitted by law any objection that
they may now or hereafter have to the laying of venue of any such action or
proceeding  in the  courts of the State of New York  located in the City of
New York or of the United States  District Court for the Southern  District
of New York and any claim that any such action or proceeding brought in any
such court has been brought in an inconvenient forum.

          Section  9.08 No  Third  Party  Rights.  The  provisions  of this
Agreement,  including,  without limitation, the provisions of Section 1.03,
are not  intended  to be for the benefit of any  creditor  or other  Person
(other  than the  Members in their  capacities  as such) to whom any debts,
liabilities  or  obligations  are  owed by (or who  otherwise  have a claim
against or dealings  with) the Company or any Member,  and no such creditor
or other  Person  shall  obtain  any  rights  under any of such  provisions
(whether as a third party  beneficiary  or  otherwise)  or shall obtain any
rights under any of such provisions  (whether as a third party  beneficiary
or otherwise) or shall by reason of any such  provisions  make any claim in
respect to any debt,  liability or obligation (or otherwise)  including any
debt, liability or obligation pursuant to Section 1.03, against the Company
or any Member.

          Section  9.09  Notices.  Each notice  relating to this  Agreement
shall be in writing and  delivered in person or by  registered or certified
mail. All notices to the Company shall be addressed to its principal office
and place of business. All notices addressed to a Member shall be addressed
to such  Member at the address  set forth in the  Schedule.  Any Member may
designate  a new  address by notice to that  effect  given to the  Company.
Unless otherwise specifically provided in this Agreement, a notice shall be
deemed  to have  been  effectively  given  when  mailed  by  registered  or
certified mail to the proper address or delivered in person.

          Section 9.10  Grantors of  Revocable  Trusts.  Each  Non-Managing
Member  that is a  revocable  trust  agrees  that,  if the  trustee of such
revocable  trust  and the  grantor  of such  revocable  trust  are the same
person,  the trustee's  execution of this Agreement and any other documents
executed in  connection  with the Company  shall bind such person in his or
her capacity both as trustee and as grantor of such revocable trust.

          Section  9.11 Each  Interest in the  Company is a  Security.  The
parties  expressly  agree that each  interest  in the  Company,  including,
without  limitation,  the Units and the interests of the Managing Member in
the Company,  is a security governed by Article 8 of the Uniform Commercial
Code of the State of Delaware,  and the Company,  each Member and any other
party hereto  expressly  agrees that (i) this  establishes the terms of the
interests in the Company,  and (ii)  interests in the Company  shall not be
represented or evidenced by certificates.

          Section  9.12  Goodwill.  No value shall be placed on the name or
goodwill of the  Company,  which shall belong  exclusively  to the Managing
Member.

          Section  9.13  Headings.  The  titles  of the  Articles  and  the
headings of the Sections of this Agreement are for convenience of reference
only,  and are not to be considered in construing  the terms and provisions
of this Agreement.

          Section 9.14  Pronouns.  All pronouns shall be deemed to refer to
the masculine, feminine, neuter, singular or plural, as the identity of the
Person or Persons may require in the context thereof.

          Section 9.15 Confidentiality. The Managing Member and the Company
may,  in  their  discretion,  keep  confidential  and not  disclose  to the
Non-Managing  Members any proprietary  information  concerning the Company,
including,  without  limitation,   investments,   valuations,   information
regarding potential investments,  financial information,  trade secrets and
the like which is proprietary in nature and non-public,  or any information
about any investment, to the extent that such information is required to be
kept  confidential  or is  otherwise  subject  to  disclosure  restrictions
imposed by the issuer of the  investment  or the  Managing  Member,  in its
reasonable  discretion  (collectively,  "Confidential  Information").  Each
Non-Managing  Member  shall  not  disclose  or  cause to be  disclosed  any
Confidential  Information to any other Person, except as otherwise required
by any  regulatory  authority,  law or  regulation,  or by  legal  process,
without the prior written consent of the Managing  Member.  Notwithstanding
anything in the foregoing or anything else  contained in this  Agreement to
the  contrary,  except as  reasonably  necessary to comply with  applicable
securities  laws,  each Member (and any employee,  representative  or other
agent thereof) may disclose to any and all Persons,  without  limitation of
any kind, the tax treatment and tax structure of the offering and ownership
of Units and any transaction described in this Section 9.15 or elsewhere in
this Agreement and all materials of any kind (including  opinions and other
tax  analyses)  that  are  provided  to such  Member  relating  to such tax
treatment and tax structure.  For this purpose,  "tax structure"  means any
facts  relevant to the federal  income tax  treatment  of the  offering and
ownership  of Units and any  transaction  described in this Section 9.15 or
elsewhere in this Agreement,  and does not include information  relating to
the identity of the Company or its Affiliates.

<PAGE>


          IN WITNESS WHEREOF, the undersigned have hereunto set their hands
as of the date first set forth above.

MANAGING MEMBER:

GOLDMAN SACHS HEDGE FUND STRATEGIES LLC

By:  /s/ Tobin V. Levy
    ----------------------------------
    Name: Tobin V. Levy
    Title: Director




NON-MANAGING MEMBERS:

By:   GOLDMAN SACHS HEDGE FUND STRATEGIES LLC,
      on behalf of each Member as attorney-in-fact

By:  /s/ Tobin V. Levy
    ----------------------------------
    Name: Tobin V. Levy
    Title: Director