EXHIBIT 10.1

                                                             EXECUTION COPY






          AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

                                     OF

                 GOLDMAN SACHS GLOBAL TACTICAL TRADING, LLC

                        DATED AS OF JANUARY 1, 2006


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                             TABLE OF CONTENTS

                                                                           Page
                                                                           ----
ARTICLE I        Formation and Name..........................................1

ARTICLE II       Registered Office...........................................2

ARTICLE III      Business....................................................2

ARTICLE IV       General Provisions..........................................2

   Section 4.01   Term.......................................................2
   Section 4.02   Dissolution................................................3
   Section 4.03   Fiscal Year................................................4
   Section 4.04   Net Assets; Valuation......................................4
   Section 4.05   Management Fees............................................5

ARTICLE V        Capital Contributions and Units of Limited Liability
                 Company Interest............................................5

   Section 5.01   Contribution of the Managing Member........................5
   Section 5.02   Issuance of Units..........................................5
   Section 5.03   Limited Liability of Members...............................6
   Section 5.04   Continuous Offering........................................6
   Section 5.05   Treatment of Subscription Proceeds.........................6
   Section 5.06   Compliance with Applicable Law.............................6
   Section 5.07   Termination of Offering....................................6
   Section 5.08   Return of Member's Capital Contribution....................6
   Section 5.09   Adjustment to Number of Units Issued.......................6

ARTICLE VI       Allocation Of Profits and Losses............................7

   Section 6.01   Definitions................................................7
   Section 6.02   Capital Accounts...........................................7
   Section 6.03   NAV of a Series and of Units...............................8
   Section 6.04   Membership Percentages.....................................8
   Section 6.05   Allocation of Net Capital Appreciation or Net Capital
                  Depreciation...............................................8
   Section 6.06   Allocation of Profit and Loss for Federal Income Tax
                  Purposes...................................................9

ARTICLE VII      Management of the Company..................................10

   Section 7.01   Duties....................................................10
   Section 7.02   Trading Policies..........................................11
   Section 7.03   Books and Records.........................................11
   Section 7.04   Managing Member's Activities..............................11
   Section 7.05   Managing Member's Authority...............................11
   Section 7.06   Liability of the Managing Member..........................11
   Section 7.07   Expenses..................................................12
   Section 7.08   Distributions.............................................12

ARTICLE VIII     Audits and Reports to Members..............................12

ARTICLE IX       Assignability and Redemption of Units......................12

   Section 9.01   Assignability.............................................12
   Section 9.02   Redemptions...............................................12
   Section 9.03   Limitations on Redemptions................................14

ARTICLE X        Special Power of Attorney..................................15


ARTICLE XI       Withdrawal of a Member.....................................15

   Section 11.01  Withdrawal of a Managing Member...........................15
   Section 11.02  Withdrawal of a Non-Managing Member.......................16
   Section 11.03  Replacement of the Managing Member........................16

ARTICLE XII      No Personal Liability for Return of Capital................16

ARTICLE XIII     Indemnification............................................16

ARTICLE XIV      Amendments; Meetings.......................................17

   Section 14.01  Amendments................................................17
   Section 14.02  Meetings..................................................17

ARTICLE XV       Access to Company Records..................................18

ARTICLE XVI      Governing Law..............................................18

ARTICLE XVII     Miscellaneous..............................................18

   Section 17.01  Priority Among Non-Managing Members.......................18
   Section 17.02  Each Interest in the Company is a Security................18
   Section 17.03  Notices...................................................18
   Section 17.04  Binding Effect............................................18
   Section 17.05  Captions..................................................19

<PAGE>

        AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF

                 GOLDMAN SACHS GLOBAL TACTICAL TRADING, LLC

                        Dated as of January 1, 2006

          THIS AMENDED AND RESTATED  LIMITED  LIABILITY  COMPANY  AGREEMENT
(this "Agreement"), effective as of January 1, 2006, by and between Goldman
Sachs Hedge Fund Strategies LLC, a limited  liability  company formed under
the laws of the State of Delaware (the "Managing  Member"),  and each other
party who shall execute this Agreement, whether in counterpart, by separate
instrument,  power of  attorney  or  otherwise  as a member  (collectively,
"Non-Managing  Members") (the Managing Member and the Non-Managing  Members
being collectively referred to herein as the "Members").

                                 ARTICLE I

                             Formation and Name

          Certain of the parties hereto formed a limited  partnership under
the Delaware  Revised  Uniform Limited  Partnership  Act (the  "Partnership
Act").  The name of the limited  partnership was The Directors Fund Limited
Partnership  (the  "Partnership").  Pursuant to the Partnership Act and the
Delaware  Limited  Liability  Company Act (the "Act"),  the Partnership was
converted  into a limited  liability  company  named  Goldman  Sachs Global
Tactical  Trading,  LLC (the "Company") upon the filing of a Certificate of
Conversion and  Certificate of Formation with the Secretary of State of the
State of Delaware.  Pursuant to the Seventh  Amended and  Restated  Limited
Partnership Agreement of the Partnership (the "Partnership Agreement"), the
Partnership Agreement has been amended and restated in its entirety by this
Agreement. In connection with the conversion, each Class B Unit (as defined
in the  Partnership  Agreement) of the  Partnership  was converted into ten
Units (as defined below) of the Company.

          The Managing Member may, without the approval of the Non-Managing
Members,  change the name of the Company. The Managing Member shall execute
all such  instruments  and shall  execute,  file,  record  and  publish  as
appropriate such amendments, assumed name certificates, and other documents
and do any and all other  acts and  things as are or  become  necessary  or
advisable as required by the Act or otherwise as determined by the Managing
Member.  Each  Non-Managing  Member hereby  undertakes,  in addition to the
Power of Attorney provided pursuant to Article 10 hereof, to cooperate with
the  Managing   Member  in,  and  furnish  the  Managing  Member  with  all
information  necessary for the Managing  Member to proceed with the filing,
recording  or  publishing  of such  documents  as the  Managing  Member may
request.

                                ARTICLE II

                             Registered Office

          The address of the Managing  Member and the  Company's  principal
office shall be at 701 Mount Lucas Road,  Princeton,  New Jersey 08540,  or
such other place as the Managing Member may designate from time to time.

                                ARTICLE III

                                  Business

          The objective of the Company is to seek attractive long-term risk
adjusted  returns by  allocating  its  assets  (directly  or through  other
entities) to, or investing in entities managed by,  independent  investment
managers  (collectively,  the "Advisors") that employ strategies  primarily
within the tactical  trading sector.  The Advisors utilize a broad range of
alternative  investment  strategies  to invest  the  Company's  assets in a
diversified  portfolio  composed  primarily of futures  contracts,  forward
contracts,  physical  commodities,  options  on  futures  and  on  physical
commodities and other derivative contracts on foreign currencies, financial
instruments,  stock indices,  and other financial  market indices,  metals,
grains and  agricultural  products,  petroleum and  petroleum  derivatives,
livestock and meats, oil seeds,  tropical products and softs (collectively,
"Futures").  The  Company  also  engages,  directly or  indirectly,  in the
speculative  trading of securities,  including,  but not limited to, equity
and debt  securities and options,  high yield  securities,  emerging market
securities and other security interests (collectively,  "Securities").  All
speculative  trading on behalf of the Company is conducted by the Advisors.
Those  Advisors  that trade  Securities  may do so on a cash basis or using
options. Certain Advisors may utilize other investment media, such as swaps
and other derivatives  (collectively,  "Other  Investments").  The Advisors
generally  trade  Futures  and  Securities  on  behalf  of the  Company  on
commodities and securities  exchanges worldwide as well as in the interbank
foreign currency forward market and various other over-the-counter markets.
The Company will,  directly or indirectly,  allocate its assets to Advisors
(i)  pursuant  to  discretionary  investment  management  agreements,  (ii)
through  investments in investment  funds, or (iii) through  investments in
separate limited liability companies or other entities managed or formed by
the Managing Member or one of its affiliates.

                                ARTICLE IV

                             General Provisions

          Section  4.01 Term.  The term of the Company  commenced  upon the
filing of the Certificate of Formation in the office of the County Clerk in
the  State  of  Delaware  and  shall  end  upon  the  first to occur of the
following:  (i)  December  31,  2019;  (ii) a vote of the  majority  of the
Non-Managing  Members  pursuant to Section  4.02(a);  (iii) the withdrawal,
insolvency,  or dissolution  of the Managing  Member (unless a new managing
member  has  been  substituted  pursuant  to  Section  11.03);  or (iv) the
occurrence  of any event which shall make it unlawful for the  existence of
the Company to be continued.

          Section 4.02  Dissolution.
                        -----------

          (a)  Dissolution of the Company by the Non-Managing Members.

               (i)  For purposes of this Agreement:

                    (A) The term  "Meeting  Request"  shall  mean a written
request from Non-Managing  Members holding (as of the date of such request)
at least 20% of the voting power, based on net asset value ("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  Non-Managing
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
Non-Managing  Members in  connection  with  making a Meeting  Request,  the
Managing Member shall use  commercially  reasonable  efforts to send to all
other  Non-Managing  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 Non-Managing
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
Non-Managing Members may only be voted upon at a meeting properly called in
accordance  with this  Section  4.02(a) and will be approved  only upon the
affirmative vote of Non-Managing 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 4.02(b).

               (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  Non-Managing  Members
described in this Section  4.02(a);  provided that, if the Managing  Member
has  received  a  written  request  from one or more  Non-Managing  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
Non-Managing  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  4.02(a)  at any  time  in its  sole  discretion,  so  long as such
amendment or waiver does not adversely affect the right of the Non-Managing
Members to dissolve the Company. If the Managing Member makes any permitted
amendment,  deletion or waiver,  it will give written notice thereof to the
Non-Managing Members following such amendment, deletion or waiver.

          (b)  Dissolution.  Upon the  occurrence  of an event  causing the
termination of the Company,  the Company shall  terminate and be dissolved.
Dissolution, payment of creditors, and distribution of the Company's assets
shall be effected as soon as  practicable  in accordance  with the Act. The
Managing Member and each  Non-Managing  Member shall share in the assets of
the Company pro rata in accordance with such Member's respective  interests
in the Company (determined on the basis of the capital accounts established
as set forth in this  Agreement),  less any amount  owing by such Member to
the Company.

          Section 4.03 Fiscal Year. The fiscal year of the Company shall be
determined by the Managing  Member in accordance  with the  requirements of
the Internal Revenue Code, as amended (the "Code").

          Section 4.04 Net Assets; Valuation. The net assets ("Net Assets")
of the Company are its assets less its liabilities determined in accordance
with United States generally accepted  accounting  principles  consistently
applied,  including  any  unrealized  profits  and losses on open  Futures,
Securities and Other Investments (Futures, Securities and other Investments
being collectively  referred to herein as "Instruments").  The market value
of an  Instrument  traded on a United States or foreign  exchange  shall be
based upon the settlement  price reported by such exchange for the relevant
valuation date; provided, that if an Instrument could not be liquidated for
any  reason  on the  day  with  respect  to  which  Net  Assets  are  being
determined,  the  settlement  price  shall be either the  settlement  price
determined on the last day on which the Instrument could be liquidated,  or
such other value as the Managing Member may deem fair and  reasonable.  The
market  value of an  Instrument  not  traded on a United  States or foreign
exchange shall be its market value as determined by the Managing  Member on
a basis consistently applied.

          Section  4.05  Management  Fees.  In  consideration  for services
rendered as Managing  Member of the Company,  the Company  hereby agrees to
pay to the Managing Member, in arrears,  a monthly  management fee based on
the Net Assets of the Company as of each month end,  appropriately adjusted
to reflect capital  appreciation or depreciation  and any  subscriptions or
redemptions.  For purposes of determining  the  management  fee, Net Assets
shall not be  reduced to  reflect  any  accrued  Incentive  Allocation  (as
defined in Section 6.05(b)(i)),  including any Incentive Allocation that is
allocated  to the  Incentive  Allocation  Account  (as  defined  in Section
6.02(b)) as of such date.  The management fee rate for each series of Units
will be the  rate as set  forth in the  Company's  most  recent  applicable
Confidential  Private Placement Memorandum (as amended or supplemented from
time to time, the "Memorandum") for Units.

                                 ARTICLE V

                     Capital Contributions and Units of
                     Limited Liability Company Interest

          Section 5.01  Contribution of the Managing  Member.  The Managing
Member will  contribute to the Company such services  and/or cash as it may
determine in its sole discretion from time to time.

          Section 5.02 Issuance of Units.  Interests in the Company,  other
than those of the Managing  Member,  shall be evidenced by Units and may be
evidenced  by  different  classes or series of Units as  determined  by the
Managing  Member  in its  sole  discretion.  The  Company  may,  but is not
required to,  continue to offer Units  pursuant to the Memorandum as of the
beginning  of any  calendar  quarter or at such other time as the  Managing
Member, in its sole discretion,  determines to offer Units; provided,  that
such offer and any related sales do not conflict with the  exemptions  from
registration for non-public  offerings under the Securities Act of 1933, as
amended.  The Managing Member on behalf of the Company shall issue Units to
persons desiring to become Non-Managing Members; provided that such persons
are determined by the Managing  Member to meet the criteria for subscribers
in each  series  of Units  as set  forth in the  Memorandum;  and  provided
further,  that their  subscriptions  for Units are accepted by the Managing
Member,  which  acceptance  the  Managing  Member may  withhold in its sole
discretion. The minimum subscription for Units shall be as set forth in the
Memorandum or such other amount as the Managing  Member may determine  from
time to time in its sole discretion.  Capital  contributions to the Company
shall be made upon execution and  acknowledgment of subscription  documents
in form and  substance  satisfactory  to the  Managing  Member.  Each newly
accepted Member shall  contribute to the capital of the Company either cash
or other property  acceptable to the Managing Member in its sole discretion
equal to $100 per Unit.  Notwithstanding the foregoing, the Managing Member
may issue  additional  Units of an existing series or Units of a new series
at a  purchase  price  other  than  $100 per Unit,  provided  that any such
issuance does not have a material  adverse  effect on the NAV or Prior High
NAV (as defined in Section 6.05) of Units of any Member. At the end of each
fiscal year, any issued and outstanding series of Units that is at or above
its Prior  High NAV per Unit  (other  than the  series  of Units  issued in
connection with the initial offering of Units (the "Initial  Series")) will
be exchanged (after payment of the management fee, the  administration  fee
and any Incentive  Allocation  (as defined in Section 6.05) to the Managing
Member) into Units of the Initial  Series (or if the Initial  Series is not
at or above its Prior High NAV per Unit, the next offered series that is at
or above its Prior High NAV) at the prevailing NAV per Unit of such series.

          Section  5.03  Limited  Liability  of  Members.  Each Unit,  when
purchased by a Member,  shall be fully paid and  non-assessable.  No Member
shall be liable for the  Company's  obligations  in excess of such Member's
unredeemed capital contribution and his share of undistributed  profits, if
any. No  additional  contributions  of capital or property  are or shall be
required of any Member  during the term of the Company.  The Company  shall
not make a claim  against a Member with respect to amounts  distributed  to
such Member or amounts  received by such Member upon  redemption  for Units
unless the assets of the Company are insufficient to discharge  liabilities
of the Company that arose before the payment of such amounts.

          Section 5.04 Continuous Offering. 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 Non-Managing  Members and from new
subscribers  on such  terms  and  conditions  as may be  determined  by the
Managing Member in its sole discretion.

          Section 5.05  Treatment of  Subscription  Proceeds.  Subscription
funds  received by the  Managing  Member  prior to the  acceptance  of such
subscriber as a  Non-Managing  Member or prior to the first business day of
the month shall be placed in an escrow account and shall not be contributed
to the capital of the Company  prior to the later of the Managing  Member's
acceptance of the  subscription  or the first business day of the month. If
the subscription is accepted by the Managing  Member,  the proceeds thereof
shall be contributed to the capital of the Company.  A subscriber for Units
during any offering of Units shall become a  Non-Managing  Member when such
subscriber's  admission  to the Company is  reflected in the records of the
Company,  or  otherwise  as provided  in the Act.  All  interest  earned on
subscriptions while held in escrow, will be paid to the Managing Member.

          Section 5.06  Compliance  with Applicable Law. In connection with
the Company's  continuous offering of Units as described in the Memorandum,
the  Managing  Member,  on behalf of the  Company,  shall  comply  with all
applicable laws, rules and regulations.

          Section 5.07 Termination of Offering. The Managing Member, in its
sole  discretion,  is authorized at any time, to terminate and  discontinue
any offering of Units,  in whole or in part or in respect of any particular
jurisdiction.

          Section 5.08 Return of Member's Capital  Contribution.  Except to
the extent  that a  Non-Managing  Member  shall have the right to  withdraw
capital  through  redemption  of  Units  pursuant  to  the  terms  of  this
Agreement, no Non-Managing Member shall have any right to demand the return
of his capital  contribution or any profits added thereto,  except,  to the
extent  available,  upon termination and dissolution of the Company.  In no
event shall a Non-Managing Member be entitled to demand to receive property
other than cash.

          Section 5.09 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.

                                ARTICLE VI

                      Allocation Of Profits and Losses

          Section 6.01  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
5.02,  (iv)  the  date  immediately  prior  to  the  effective  date  of an
additional Capital  Contribution,  or (v) the date immediately prior to the
effective date of any redemption or complete withdrawal pursuant to Article
9 or Article 11 hereof.  The final Accounting  Period shall end on the date
the Company dissolves.

          (b) The term "Net Capital Appreciation" refers to the increase in
the value of the Company's Net Assets,  including  realized and  unrealized
gains,  from the  beginning  of each  accounting  period to the end of such
accounting  period  (net  of  all  Company   expenses,   including  accrued
management  fees and  administration  fees,  but  before  giving  effect to
capital contributions,  distributions and withdrawals), and with respect to
any  fiscal  year of the  Company or other  period  used to  determine  the
Incentive Allocation, refers to aggregate Net Capital Appreciation for such
period less aggregate Net Capital Depreciation for such period.

          (c) The term "Net Capital Depreciation" refers to the decrease in
the value of the Company's Net Assets,  including  realized and  unrealized
losses,  from the  beginning of each  accounting  period to the end of such
accounting  period  (net  of  all  Company   expenses,   including  accrued
management  fees and  administration  fees,  but  before  giving  effect to
capital contributions, distributions and withdrawals).

          Section 6.02  Capital Accounts.
                        ----------------

          (a) A separate  Capital Account shall 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 NAV of such series  times the  Member's  Membership
Percentage  (as  defined in Section  6.04) with  respect to such  series of
Units.

          (b) The  Managing  Member shall have a separate  Capital  Account
(the  "Incentive  Allocation  Account"),  which shall initially be equal to
zero,  and which shall be (A) increased by any Incentive  Allocation at the
time such  Incentive  Allocation is made,  and (B) decreased to reflect the
amount of any distributions  made to the Managing Member in respect of such
Incentive Allocation.

          Section 6.03  NAV of a Series and of Units.
                        ----------------------------

          (a) The NAV of each series of Units shall  initially be an amount
equal to the initial capital contributions with respect to such series. The
NAV of a series shall be (i)  increased to reflect any  additional  capital
contributions  pursuant  to Section  5.02 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  9.02,  (iv)  decreased  to reflect the
amount of any  distributions  pursuant  to Section  7.08 in respect of such
series;  (v)  decreased for any  Incentive  Allocation  pursuant to Section
6.05(b) 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 5.02, the NAV of the converted  series of Units shall be reduced to
zero,  and the NAV of the  series  of Units  into  which  such  Units  were
converted  shall be increased by the NAV of the  converted  series of Units
immediately prior to the conversion.

          (c) 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 6.04  Membership  Percentages.  A  Membership  Percentage
shall be determined  for each Member for any given series of Units for each
monthly period of the Company by dividing the number of Units owned by such
Member within a given series by the aggregate  number of outstanding  Units
of such series as of the beginning of such month. The aggregate  Membership
Percentages for each series of Units shall equal 100 percent.

          Section  6.05  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 NAV of
each series of Units at the beginning of such period (without reduction for
any accrued and unallocated Incentive Allocation).

          (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 6.05, 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  6.05(a),  of Net
Capital  Appreciation  and Net  Capital  Depreciation  for the 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 5.02 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
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
6.05(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 out of
the Capital Accounts of the Members who hold Units of such series.

          (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) The Managing Member will make appropriate  adjustments to the
Capital Accounts and allocations in the event of intra-month  subscriptions
or  redemptions  or in the event of the  creation of a series of Units with
different fee or incentive-based compensation structures.

          (e)  Notwithstanding  anything  to the  contrary  herein,  to the
extent that the Company  invests in "New  Issues" (as defined  below),  and
there are  Non-Managing  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  Non-Managing
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  Non-Managing  Members  who  are not
restricted  persons,  and  only  those  Non-Managing  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
Non-Managing  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  6.05(e).  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 6.06  Allocation of
Profit and Loss for Federal  Income 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 6.06 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  Non-Managing  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.

                                ARTICLE VII

                         Management of the Company

          Section 7.01 Duties. The Managing Member, to the exclusion of all
Non-  Managing  Members,  shall  conduct  and  manage the  business  of the
Company. No Non-Managing Members shall have the power to represent, act or,
sign for or bind the Managing Member or the Company. No Non-Managing Member
shall  be  entitled  to any  salary,  draw or other  compensation  from the
Company on account of his  investment in the Company.  The Managing  Member
shall  execute  various  documents on behalf of the Company and the Members
pursuant to powers of attorney and supervise the liquidation of the Company
if an event causing  termination of the Company  occurs.  In the event that
the Managing  Member has been removed or liquidated  or become  bankrupt or
insolvent,   the  majority  of  the   Non-Managing   Members  may  elect  a
representative to supervise the liquidation of the Company.

          In order to facilitate the foregoing,  each Non-Managing  Members
shall, by his acceptance  hereof,  be deemed to execute a power of attorney
as described in Article 10.

          The  Managing  Member is hereby  authorized  to perform all other
duties  imposed by Sections  6221  through 6233 of the Code as "tax matters
partner" of the Company,  including (but not limited to) the following: (a)
the power to conduct all audits and other  administrative  proceedings with
respect  to  Company  tax  items;  (b) the power to extend  the  statute of
limitations for all Non-Managing Members with respect to Company tax items;
(c) the power to file a  petition  with an  appropriate  federal  court for
review of a final Company administrative  adjustment;  and (d) the power to
enter into a settlement  with the Internal  Revenue Service (the "Service")
on behalf of, and binding upon, those Non-Managing Members having less than
1%  interest in the  Company  unless a  Non-Managing  Member  notifies  the
Service and the Managing Member that the Managing Member may not act on his
behalf.

          Section 7.02 Trading Policies.  The Managing Member shall require
the  Company  to  follow  such  trading  policies  as the  Managing  Member
determines  from  time to  time,  in its sole  discretion,  are in the best
interests of the Company.

          Section 7.03 Books and Records. The Managing Member shall keep at
the principal  office of the Company such books and records relating to the
business  of the  Company  as it deems  necessary  or  advisable  or as are
required by the Commodity Exchange Act of 1974, as amended (the "CEA"), and
the rules and regulations thereunder.

          Section 7.04 Managing  Member's  Activities.  The Managing Member
may take such  actions as it deems  necessary  or  desirable  to manage the
business of the  Company  including,  but not  limited  to, the  following:
opening bank accounts;  entering into advisory agreements with Advisors and
brokerage  agreements with brokers;  paying, or authorizing the payment of,
distributions  to the  Members and  expenses of the Company  such as profit
share  allocations,  incentive  or  management  fees (if any) to  Advisors,
brokerage commissions, transaction fees, selling commissions, service fees,
legal and accounting  fees,  printing and reprinting fees and  registration
and other fees of  governmental  agencies;  and  investing or directing the
investment of funds of the Company not being  utilized as margin  deposits.
The  Managing  Member shall  devote such time to the  Company's  affairs as
shall be required to  effectively  manage the  business  and affairs of the
Company.  The Managing  Member may engage in other business  activities and
shall not be required to refrain  from any other  activity or disgorge  any
profits  from any  such  activity.  The  Managing  Member  may  engage  and
compensate,  on behalf of the Company and from Company funds, such persons,
firms or corporations,  including any person or entity  affiliated with the
Managing  Member or any other person or entity,  as the Managing  Member in
its sole judgment shall deem advisable for the conduct and operation of the
business of the Company.  The Managing  Member may contract with any person
or entity legally qualified to sell Units.

          Section 7.05 Managing Member's Authority.  No person dealing with
the Managing  Member shall be required to determine  the Managing  Member's
authority  to  make  any  undertaking  on  behalf  of the  Company,  nor to
determine  any fact or  circumstance  bearing  upon the  existence  of such
authority.

          Section  7.06  Liability  of the  Managing  Member.  The Managing
Member, its affiliates and their respective partners,  members,  employees,
officers,  directors,  managing  members,  and  shareholders  shall  not be
liable,  responsible, or accountable in damages or otherwise to the Company
or to any of the Members, or their respective successors or assigns, except
by reason of acts of, or omissions due to, gross negligence,  misconduct or
breach of its fiduciary obligation,  and for not having acted in good faith
in the  reasonable  belief that its actions were in, or not opposed to, the
best interests of the Company. The Managing Member and its affiliates shall
not be liable to the Company or any  Non-Managing  Member (or any assignee)
for any actions entitled to indemnity within the scope of Article 13.

          Section   7.07   Expenses.   The   Company   pays   its   ongoing
administrative  and  offering  expenses,  including,  but not  limited  to,
custodial, legal, accounting, auditing, tax, printing, filing and reporting
expenses, and any extraordinary expenses incurred from time to time.

          Section 7.08  Distributions.  The Managing Member shall have sole
discretion in determining what distributions  (other than for redemption of
Units), if any, the Company will make to its Members.

                               ARTICLE VIII

                       Audits and Reports to Members

          The  Company  books shall be audited  annually by an  independent
certified public accountant  selected by the Managing Member.  The Managing
Member  shall  calculate  the Net Assets and Net Asset  Value per Unit from
time to time and shall make such information  available to any Non-Managing
Member upon request. The Company shall use reasonable efforts to cause each
Member to receive:  (i) as soon as possible  after the close of each fiscal
year such tax  information  with respect to the Company as is necessary for
the Member to complete his federal  income tax return;  and (ii) such other
annual,  quarterly and monthly information as may be required by applicable
laws, rules and regulations. No assurances can be given, however, that such
information will be available by such date.

          In addition,  if any of the following  events  occurs,  notice of
such event shall be mailed to each Non-Managing Member within 21 days after
the occurrence of the event: (i) the withdrawal of the Managing Member; and
(ii) any change in the Company's fiscal year.

                                ARTICLE IX

                   Assignability and Redemption of Units

          Section 9.01 Assignability.  Without the prior written consent of
the  Managing  Member,  which  may be  withheld  in its sole  and  absolute
discretion,  with or without cause,  a Non-Managing  Member may not pledge,
transfer  or  assign  any of its  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,  nor substitute any other
person  as  a  Member.  Any  attempted  pledge,  transfer,   assignment  or
substitution not made in accordance with this Section 9.01 will be void. No
assignee or  transferee  shall  become a  substituted  Non-Managing  Member
unless with the consent of the Managing Member,  in its sole discretion and
on such terms as the Managing Member may designate.

          Section 9.02 Redemptions. A Non-Managing Member may withdraw from
the Company  some or all of his  capital  contributions  and  undistributed
profits,  if any,  as of the  time  immediately  prior  to the  opening  of
business  on each  January  1,  April 1,  July 1 and  October  1  (each,  a
"Redemption  Date").  Redemptions will only be made if, at the time of such
redemption (i) all  liabilities,  contingent or otherwise,  of the Company,
except any liability to Members on account of their capital  contributions,
have been paid or there remains  property of the Company  sufficient to pay
them and (ii) the Managing Member shall have timely received written notice
from the redeeming  Non-Managing  Member on or before the 60th day prior to
the Valuation Date (as defined below) in respect of the redemption  (unless
such notice is waived by the Managing  Member in its sole  discretion).  No
partial  redemption  shall be permitted if thereafter  the aggregate NAV of
the remaining Units held by the redeeming Non-Managing Member would be less
than $500,000,  unless such  limitation is waived by the Managing Member in
its sole  discretion.  Notwithstanding  the foregoing,  the Managing Member
may, in its sole  discretion,  expressly  waive any or all of the foregoing
conditions.  The Managing Member may also, in its sole discretion,  declare
additional  redemption dates (each, an "Additional  Redemption  Date") with
respect  to any  Non-Managing  Member,  with or  without  notice to all the
Non-Managing  Members;  provided,  however,  that prior to  declaring  such
Additional  Redemption  Date, the Managing Member will consult with counsel
to the Fund to ensure  that the  additional  redemption  will not cause the
Fund to be taxable as a corporation.

          If outstanding  redemption requests from all Non-Managing 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 the 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 Non-Managing  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  any
applicable  Redemption  Date or  Additional  Redemption  Date  (taking into
account  the  allocation  of any Net  Capital  Appreciation  or Net Capital
Depreciation  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. If a redeeming  Non-Managing Member owns Units
of more than one series,  unless otherwise  specified by such  Non-Managing
Member, Units will be redeemed on a "first in-first out" basis for purposes
of determining  the Redemption  Price.  Accordingly,  Units of the earliest
issued series owned by the  Non-Managing  Member will be redeemed first, at
the  Redemption  Price for Units of such  series,  until such  Non-Managing
Member no longer owns any Units  attributable  to such series.  The Company
will endeavor to pay the  redemption  proceeds  (calculated on the basis of
estimated,  unaudited data),  valued as of the close of business on the day
immediately  preceding the  Redemption  Date,  within 45 days following the
applicable Redemption Date, without interest.

          In the event the Company is unable, in the Managing Member's sole
discretion,  to withdraw  sufficient funds to make payments to Non-Managing
Members in  connection  with a partial or full  redemption  of Units as set
forth above or where the disposal of part or all of the Company's assets to
meet such requests would be prejudicial to the  non-redeeming  Non-Managing
Members,  then the Company will, in the Managing  Member's sole discretion,
suspend  making such payments  until the earliest  possible date when it is
able to do so. In the event  redemptions are limited rather than suspended,
payment of proceeds will be made pro rata with respect to each Non-Managing
Member  requesting such redemption based upon the amount such  Non-Managing
Member is requesting to redeem.

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

          The Managing Member is hereby authorized, in its sole discretion,
to require the mandatory  redemption of the Units held by any  Non-Managing
Member and the withdrawal of such  Non-Managing  Member from the Company at
any time and for any reason, with or without cause, in its sole discretion.
Redemptions or withdrawals pursuant to this paragraph may be effected as of
the  date on  which  notice  thereof  is sent to the  Non-Managing  Member.
Payment  upon any such  redemption  shall  be made in  accordance  with the
provisions of this Section 9.02.

          After  redemption,  Units  shall no  longer  be  deemed to remain
outstanding or issued.

          Section 9.03 Limitations on Redemptions. The Managing Member may,
in its sole  discretion,  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. Non-Managing 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 Non-Managing Member during the suspension period
as if no redemption request had been made.

                                 ARTICLE X

                         Special Power of Attorney

          Each Non-Managing  Member by his execution of this Agreement does
hereby  irrevocably  constitute  and  appoint the  Managing  Member and any
successor managing member, with full power of substitution, as his true and
lawful  attorney-in-fact,  in  his  name,  place  and  stead,  to  execute,
acknowledge,  swear to,  file and record on his  behalf in the  appropriate
public  offices and  publish:  (i) the  Agreement  and the  Certificate  of
Formation,  and any  amendments  thereto;  (ii) all  instruments  which the
Managing  Member deems  necessary or  appropriate to reflect any amendment,
change, or modification of the Company in accordance with the terms of this
Agreement; (iii) certificates of assumed name; and (iv) customer agreements
with the Company's broker(s). The Power of Attorney granted herein shall be
irrevocable  and deemed to be a power  coupled  with an interest  and shall
survive the incapacity or death of a Non-Managing Member. Each Non-Managing
Member hereby agrees to be bound by any representation made by the Managing
Member and by any successor thereto,  acting in good faith pursuant to such
Power of Attorney,  and each Non-Managing  Member hereby waives any and all
defenses which may be available to contest,  negate or disaffirm the action
of the Managing Member and any successor thereto, taken in good faith under
such  Power of  Attorney.  Each  Non-Managing  Member  agrees to  execute a
special Power of Attorney on a document  separate from this  Agreement.  In
the event of any conflict between this Agreement and any instruments  filed
by such attorney-in-fact  pursuant to the power of attorney granted in this
Article 10, this Agreement shall control.

                                ARTICLE XI

                           Withdrawal of a Member

          Section 11.01 Withdrawal of a Managing Member.  The Company shall
terminate and be dissolved upon the  withdrawal,  insolvency or dissolution
of the Managing  Member  (unless the Company is  continued  pursuant to the
terms of Section 11.03). The Managing Member may withdraw from the Company,
without  any breach of this  Agreement,  at any time upon thirty (30) days'
prior written notice to each Non-Managing Member.

          Section  11.02   Withdrawal  of  a   Non-Managing   Member.   The
withdrawal,   death,   incompetency,   insolvency,   or  dissolution  of  a
Non-Managing  Member shall not dissolve or terminate the Company,  and such
Non-Managing  Member,  his estate,  custodian,  or personal  representative
shall not have the right to  withdraw or value such  Non-Managing  Member's
interest  in  the  Company  except  as  provided  in  Section  9.02.   Each
Non-Managing  Member  expressly  agrees that in the event of his death,  he
waives  on behalf of  himself  and his  estate,  and he  directs  the legal
representative  of his estate and any person  interested  therein to waive,
the furnishing of any inventory,  accounting, or appraisal of the assets of
the  Company  and any  right to an audit or  examination  of the  books and
records of the Company.

          Section  11.03  Replacement  of the  Managing  Member.  Upon  the
withdrawal,  insolvency or dissolution of the Managing Member,  the Company
shall be wound up and terminated, unless the Non-Managing Members having at
least 66-2/3% of the Units agree in writing to continue the business of the
Company and to the appointment of one or more new managing members.

                                ARTICLE XII

                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 the 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.

                               ARTICLE XIII

                              Indemnification

          The Company shall indemnify and hold harmless the Managing Member
and its affiliates from and against any lost,  liability,  damage,  cost or
expense  (including  legal  or  investigatory  fees and  expenses)  and any
amounts  paid in  settlement  thereof  resulting  from or relating to their
actions or omissions  concerning  the business or activities  undertaken on
behalf of the  Company;  provided,  that the actions or  omissions  of such
person  which were the  subject  of the  demand,  claim or lawsuit  did not
constitute  gross  negligence,   misconduct  or  breach  of  any  fiduciary
obligation to the Company;  provided further that such actions or omissions
were done in good faith and in manner reasonably  believed to be in, or not
opposed to, the best  interests  of the  Company;  provided  further,  that
affiliates of the Managing  Member shall be entitled to indemnity  only for
losses incurred by such affiliates in performing the duties of the Managing
Member and acting  wholly within the scope of the authority of the Managing
Member;  and  provided  further,  that  this  indemnity  shall not apply to
liabilities,  settlements  (including any settlement  relating to any suit,
action or  proceeding) or other costs arising from any violation or alleged
violation of federal or state  securities  laws,  nor shall this  indemnity
apply  to  any   liabilities   or   settlements   with   respect  to  which
indemnification would be in violation of Section 14.402(B)(13)(i)(x) of the
Code of  Massachusetts  Regulations.  As used in this  Article 13, the term
"Managing  Member" shall include the Managing  Member,  its  affiliates and
their  respective   officers,   directors,   managing  members,   partners,
stockholders,  members,  employees  and each  person,  if any,  who owns or
controls 10% or more of the outstanding  voting  securities of the Managing
Member. In any action brought by a Non-Managing  Member in the right of the
Company  to which  the  Managing  Member or any  other  person  indemnified
pursuant to the  foregoing  are party  defendants,  any such person will be
indemnified by the Company only to the extent and subject to the conditions
specified in the Act.

          The  Company  shall  not  incur  the cost of the  portion  of any
insurance  which  insures any party  against any liability as to which such
party is herein prohibited from being indemnified.

                                ARTICLE XIV

                            Amendments; Meetings

          Section 14.01  Amendments.  If at any time during the term of the
Company the  Managing  Member deems it necessary or desirable to amend this
Agreement,  the Managing Member may proceed to do so without the consent of
the Non-Managing  Members.  The Managing Member shall be required to notify
the  Non-Managing  Members  prior to taking any such  action and  declare a
special   redemption   date  as  described  in  the  Memorandum  for  those
Non-Managing  Members  who do not wish to  remain as  Non-Managing  Members
under the terms and  conditions  set forth in this  Agreement as amended by
the  Managing  Member,  provided  that  the  Managing  Member  may make any
amendment  to this  Agreement  it deems  necessary or desirable in its sole
discretion  without  notice or  provision  of any  redemption  right to the
Non-Managing  Members if such amendment  would not have a material  adverse
effect on the  Non-Managing  Members.  Notwithstanding  the foregoing,  the
Managing  Member  may  amend,  delete or waive the  provisions  of  Section
4.02(a) in  accordance  with Section  4.02(a)(v)  without the consent of or
notice to the Non-Managing Members.

          Section 14.02 Meetings. Upon receipt of a written request, signed
by  Non-Managing  Members  owning  at  least  25% of each  class  of  Units
(excluding  any Units held by the Managing  Member or any of its principals
of  affiliates),  that a meeting of the  Company be called to vote upon any
matter  on  which  the  Non-Managing  Members  may  vote  pursuant  to this
Agreement,   the  Managing   Member  shall,   by  written  notice  to  each
Non-Managing  Member of record  mailed  within 15 days after such  receipt,
call a meeting of the Company. Such a meeting shall be held at least 30 but
no more than 60 days after the  mailing  of such  notice,  and such  notice
shall specify the date of, a reasonable  place and time for and the purpose
of such meeting.  The Managing  Member may call a meeting of the Company at
any time,  subject to the foregoing  requirements  relating to notice.  The
Managing  Member shall have full power and authority  concerning the manner
of conducting any meeting of the Company or soliciting consents in writing,
including, without limitation, the determination of the persons entitled to
vote,  the existence of a quorum,  the conduct or voting,  the validity and
effect of proxies and the determination of controversies.

                                ARTICLE XV

                         Access to Company Records

          Non-Managing  Members, or their duly authorized  representatives,
may  inspect the  Company  books and records to the extent  required by the
CFTC regulations or other applicable laws during normal business hours upon
at least ten (10) days prior  written  notice to the Managing  Member.  The
books  and  records  of the  Company  may be kept on, or be in the form of,
punch  cards,  magnetic  tape,  photographs,  micrographics  or  any  other
information  storage  device,  provided  that  such  books or  records  are
convertible into clearly legible written form within a reasonable period of
time.

                                ARTICLE XVI

                               Governing Law

          The validity and construction of this Agreement shall be governed
by, and construed in accordance with, the laws of the State of Delaware.

                               ARTICLE XVII

                               Miscellaneous

          Section 17.01  Priority  Among  Non-Managing  Members.  Except as
otherwise may be specifically set forth in this Agreement,  no Non-Managing
Member  shall be entitled  to any  priority  or  preference  over any other
Non-Managing Member in regard to the affairs of the Company.

          Section  17.02 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
parties hereto  expressly agree 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 17.03 Notices.  All notices under this Agreement shall be
in writing and shall be effective  upon personal  delivery,  or, if sent by
registered or certified mail, postage prepaid,  addressed to the last known
address  of the party to whom such  notice is to be given,  then,  upon the
deposit of such notice in the United States mail.  Requests for  redemption
and notices of assignment,  transfer, or pledge of Units shall be effective
upon timely receipt by the Managing Member.  Reports by the Managing Member
to the Non-Managing  Members shall be in writing and shall be sent by first
class mail to the last known address of each Non-Managing Member.

          Section 17.04 Binding  Effect.  This Agreement shall inure to and
be binding upon all of the parties,  their successors,  permitted  assigns,
custodians,  estates, heirs, and personal representatives.  For purposes of
determining  the  rights  of any  Member  hereunder,  the  Company  and the
Managing  Member may rely upon the Company  records as to who are  Members,
and all Members agree that their rights shall be  determined  and that they
shall be bound hereby.

          Section 17.05 Captions.  Captions in no way define, limit, extend
or  describe  the  scope of this  Agreement  nor the  effect  of any of its
provisions.

<PAGE>

          IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this
Agreement as of the day and year first above written.

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