##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to   Commission file number:
    000-50723
  Goldman Sachs Hedge Fund
    Partners, LLC
 (Exact name of registrant as
    specified in its charter)
  Delaware

04-3638229(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)One New York Plaza
    New York, New York(Address of Principal
    Executive Offices)

10004(Zip Code)   (212) 902-1000
 (Registrants Telephone Number, including Area
    Code)
  Securities registered pursuant to Section 12(b) of the
    Act: None
  Name of Each ExchangeTitle of Each Class

on Which Registered   Securities registered pursuant to Section 12(g) of the
    Act:
    o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ

Smaller reporting
    company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
    Documents Incorporated By Reference




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##### 





TABLE OF
    CONTENTS
  PagePART IITEM 1.

BUSINESS


3ITEM 1A.

RISK FACTORS


59ITEM 1B.

UNRESOLVED STAFF COMMENTS


96ITEM 2.

PROPERTIES


97ITEM 3.

LEGAL PROCEEDINGS


97ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


97PART IIITEM 5.

MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


98ITEM 6.

SELECTED FINANCIAL DATA


101ITEM 7.

MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATION


102ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


122ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


126ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


126ITEM 9A(T).

CONTROLS AND PROCEDURES


126ITEM 9B.

OTHER INFORMATION


127PART IIIITEM 10.

DIRECTORS, EXECUTIVE OFFICERS OF THE MANAGING
    MEMBER AND REGISTRANT AND CORPORATE GOVERNANCE


128ITEM 11.

EXECUTIVE COMPENSATION


131ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


131ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


132ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES


135PART IVITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


136EX-10.2: AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTEX-10.5: FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTEX-10.6: FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-31.3: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATIONEX-32.3: CERTIFICATION   2




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##### Table of Contents



PART I ITEM 1.   BUSINESS  GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
      INVESTMENT
    PROGRAM
  Investment
    Objective and Approach
  Direct Allocations
    to Advisors
 3




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##### Table of Contents



PORTFOLIO COMPANIES
  PERFORMANCE OF THE
    COMPANYDescription of the Investment Funds and the
    Performance of the Investment Funds
    RISK FACTORS
    Allocation
    Among the Investment Funds
   4




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##### Table of Contents



RISK FACTORSGeneral
    RisksRisks Related to the Company and the Investment
    Funds Performance and OperationThere Can Be No
    Assurance that the Managing Members Decisions Regarding
    Allocations will be Successful; Inaccurate Information Provided
    by the Advisors May Have a Material Adverse Effect on
    Implementing the Companys Investment Objective, Special Risks of the Companys
    StructureRisks Associated with the Company Investing in
    Other EntitiesAdvisors May Have Limited Capacity to Manage
    Additional Investment Fund Investments, Which Could Cause
    Dilution or Concentration of the Companys Investments or
    Negatively Affect Allocation of Investments Special Risks of the Companys
    Structure Allocation of the Companys Assets
    May Not Protect the Company from Exposure to Economic Downturns
    in Any Investment Fund or Investment Sector.
  RISK
    FACTORS
 5




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##### Table of Contents



Special Risks of the Companys StructureRisks
    Related to the Companys StructureThe Companys
    Financial Statements are, and in the Future Will Ultimately be,
    Based on Estimates of Valuations Provided by Third Party
    Advisors Which May not be Accurate or May Need to be Adjusted in
    the Future Risks Associated with the
    Company Investing in Other EntitiesValuation of the
    Investment Funds Investments Will be Based Upon Valuations
    Provided by the Advisors Which are Generally not Audited;
    Uncertainties in Valuations Could Have a Material Adverse Effect
    on the Companys Net Assets MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONSCritical Accounting
    Policies and Estimates.
  December 31,
    2007
  Fair Value of


Fair Value ofFair Value of


Companys


Companys InvestmentCompanys


Investment as a % of


as a % of AdjustedInvestment Fund

Investment in $
    Amount


Members Equity
    (1)


Members Equity
    (2)GELS

$
225,759,808



33.16
%


32.09
%GFS

$
257,594,595



37.84
%


36.62
%GRV

$
84,319,166



12.38
%


11.99
%GTT

$
97,949,282



14.39
%


13.92
%HFPO

$
36,813,437



5.41
%


5.23
%Total

$
702,436,288



103.18
%(3)


99.85
%(4)     (1)
    
    Members equity, used in the calculation of the investments
    as a percentage of members equity, is reduced for member
    redemptions that are paid after the balance sheet date.(2)
    
    Adjusted members equity, used in the calculation of the
    investments as a percentage of adjusted members equity,
    represents members equity excluding $22,708,145 in
    Redemptions payable at December 31, 2007.(3)
    
    The total value of the Companys investments in the
    Investment Funds exceeded 100% of members equity and
    adjusted members equity, respectively, because
    members equity and adjusted members equity both
    reflected certain accrued liabilities of the Company, including
    fees and expenses, and, in addition, members equity also
    reflected Redemptions payable at December 31, 2007.(4)
    
    The total value of the Companys investment in the
    Investment Funds was less than 100% of adjusted members
    equity because members equity reflected cash and cash
    equivalents greater than total liabilities excluding Redemptions
    payable in the amount of $22,708,145.  December 31,
    2006
  Fair Value of


Fair Value ofFair Value of


Companys


Companys InvestmentCompanys


Investment as a % of


as a % of AdjustedInvestment Fund

Investment in $
    Amount


Members Equity
    (1)


Members Equity
    (2)GELS

$
243,737,514



36.81
%


35.54
%GFS

$
240,699,867



36.36
%


35.10
%GRV

$
98,479,997



14.87
%


14.36
%GTT

$
103,332,963



15.61
%


15.07
%Total

$
686,250,341



103.65
%(3)


100.07
%(3)     (1)
    
    Members equity, used in the calculation of the investments
    as a percentage of members equity, is reduced for member
    redemptions that are paid after the balance sheet date.(2)
    
    Adjusted members equity, used in the calculation of the
    investments as a percentage of adjusted members equity,
    represents members equity excluding $23,701,199 in
    Redemptions payable at December 31, 2006.(3)
    
    The total value of the Companys investments in the
    Investment Funds exceeded 100% of members equity and
    adjusted members equity, respectively, because
    members equity and adjusted members equity both
    reflected 6




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##### Table of Contents



certain accrued liabilities of the Company, including fees and
    expenses, and, in addition, members equity also reflected
    Redemptions payable at December 31, 2006.  December 31,
    2005
  Fair Value of


Fair Value ofFair Value of


Companys


Companys InvestmentCompanys


Investment as a% of


as a% of AdjustedInvestment Fund

Investment in $
    Amount


Members Equity
    (1)


Members Equity
    (2)GELS

$
294,096,911



37.97
%


26.21
%GFS

$
301,443,254



38.91
%


26.86
%GRV

$
317,728,892



41.02
%


28.32
%GTT

$
211,060,876



27.25
%


18.81
%Total

$
1,124,329,933



145.15
%(3)


100.20
%(3)     (1)
    
    Members equity, used in the calculation of the investments
    as a percentage of members equity, is reduced for member
    redemptions that are paid after the balance sheet date.(2)
    
    Adjusted members equity, used in the calculation of the
    investments as a percentage of adjusted members equity,
    represents members equity excluding $347,523,596 in
    Redemptions payable at December 31, 2005.(3)
    
    The total value of the Companys investments in the
    Investment Funds exceeded 100% of members equity and
    adjusted members equity, respectively, because
    members equity and adjusted members equity both
    reflected certain accrued liabilities of the Company, including
    fees and expenses, and, in addition, members equity also
    reflected Redemptions payable at December 31, 2005.  December 31,
    2004
  Fair Value of


Fair Value ofFair Value of


Companys Investment


Companys InvestmentCompanys Investment


as a% of Members


as a% of AdjustedInvestment Fund

in $ Amount


Equity (1)


Members Equity
    (2)GELS

$
226,276,134



23.63
%


20.84
%GFS

$
268,186,702



28.01
%


24.69
%GRV

$
350,409,379



36.60
%


32.27
%GTT

$
248,081,137



25.91
%


22.84
%Total

$
1,092,953,352



114.15
%(3)


100.64
%(3)     (1)
    
    Members equity, used in the calculation of the investments
    as a percentage of members equity, is reduced for member
    redemptions that are paid after the balance sheet date.(2)
    
    Adjusted members equity, used in the calculation of the
    investments as a percentage of adjusted members equity,
    represents members equity excluding $128,546,636 in
    Redemptions payable at December 31, 2004.(3)
    
    The total value of the Companys investments in the
    Investment Funds exceeded 100% of members equity and
    adjusted members equity, respectively, because
    members equity and adjusted members equity both
    reflected certain accrued liabilities of the Company, including
    fees and expenses, and, in addition, members equity also
    reflected Redemptions payable at December 31, 2004. 7




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##### Table of Contents



December 31,
    2003
  Fair Value of


Fair Value ofFair Value of


Companys Investment


Companys InvestmentCompanys Investment


as a% of Members


as a% of AdjustedInvestment Fund

in $ Amount


Equity (1)


Members Equity
    (2)GELS

$
140,117,348



15.01
%


14.48
%GFS

$
221,899,920



23.78
%


22.93
%GRV

$
359,311,989



38.50
%


37.12
%GTT

$
249,583,571



26.74
%


25.79
%Total

$
970,912,828



104.03
%(3)


100.32
%(3)     (1)
    
    Members equity, used in the calculation of the investments
    as a percentage of members equity, is reduced for member
    redemptions that are paid after the balance sheet date.(2)
    
    Adjusted members equity, used in the calculation of the
    investments as a percentage of adjusted members equity,
    represents members equity excluding $34,529,625 in
    Redemptions payable at December 31, 2003.(3)
    
    The total value of the Companys investments in the
    Investment Funds exceeded 100% of members equity and
    adjusted members equity, respectively, because
    members equity and adjusted members equity both
    reflected certain accrued liabilities of the Company, including
    fees and expenses, and, in addition, members equity also
    reflected Redemptions payable at December 31, 2003.  PERFORMANCE
    OF THE COMPANY
  FEES AND
    EXPENSES.
  January 1,
    2007  December 31, 2007
  Month of Issuance of

Net Return for PeriodSeries of Units (1)

Units

Outstanding (2)Class A Series 1




11.51%Class A Series 33

January


11.51%Class A Series 34

February


9.77%Class A Series 35

March


8.90%Class A Series 36

April


7.95%Class A Series 37

May


6.21%Class A Series 38

June


3.95%Class A Series 39

July


3.43%Class A Series 40

August


3.54%Class A Series 41

September


5.58%Class A Series 42

October


3.87%Class A Series 43

November


0.36%Class A Series 44

December


0.73%     (1)
    
    As of December 31, 2007, the Company had 13 series of
    Class A Units (as defined below) outstanding. The
    Class A Series Units (as defined below) are identical
    in every regard except with respect to its individualized
    incentive allocation base. Effective January 1, 2008,
    Class A Series 33 through Class A
    Series 44 units were converted into Class A
    Series 1 units. Class A Series Units (other
    than Class A Series 1) issued in future periods
    represent issuances of new series and are different from
    existing series.(2)
    
    The net return is shown for the month of issuance through
    December 31, 2007. 8




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##### Table of Contents



January 1,
    2006  December 31, 2006
  Month of Issuance of

Net Return for PeriodSeries of Units (1)

Units

Outstanding (2)Class A Series 1




9.03
%Class A Series 21

January


9.03
%Class A Series 22

February


6.00
%Class A Series 23

March


5.51
%Class A Series 24

April


3.82
%Class A Series 25

May


2.32
%Class A Series 26

June


4.28
%Class A Series 27

July


4.74
%Class A Series 28

August


4.84
%Class A Series 29

September


4.06
%Class A Series 30

October


4.77
%Class A Series 31

November


3.21
%Class A Series 32

December


1.37
%     (1)
    
    As of December 31, 2006, the Company had 13 series of
    Class A Units outstanding. The Class A
    Series Units are identical in every regard except with
    respect to its individualized incentive allocation base.
    Effective January 1, 2007, Class A Series 21
    through Class A Series 32 units were converted
    into Class A Series 1 units. Class A Series
    (other than Class A Series 1) issued in future
    periods represent issuances of new series and are different from
    existing series.(2)
    
    The net return is shown for the month of issuance through
    December 31, 2006.  January 1,
    2005  December 31, 2005
  Month of Issuance of

Net Return for PeriodSeries of Units (1)

Units

Outstanding (2)Class A Series 1




4.57
%Class A Series 9

January


4.57
%Class A Series 10

February


5.17
%Class A Series 11

March


4.12
%Class A Series 12

April


4.69
%Class A Series 13

May


6.28
%Class A Series 14

June


5.87
%Class A Series 15

July


4.71
%Class A Series 16

August


3.26
%Class A Series 17

September


2.31
%Class A Series 18

October


1.04
%Class A Series 19

November


2.77
%Class A Series 20

December


1.46
%     (1)
    
    As of December 31, 2005, the Company had 13 series of
    Class A Units outstanding. The Class A
    Series Units are identical in every regard except with
    respect to its individualized incentive allocation base.
    Effective January 1, 2006, Class A Series 9
    through Class A Series 20 units were converted
    into Class A Series 1 units. Class A Series
    (other than Class A Series 1) issued in future
    periods represent issuances of new series and are different from
    existing series.(2)
    
    The net return is shown for the month of issuance through
    December 31, 2005. 9




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##### Table of Contents



January 1,
    2004  December 31, 2004
  Month of Issuance of

Net Return for PeriodSeries of Units (1)

Units

Outstanding (2)Class A Series 1




5.53
%Class A Series 2

February


4.48
%Class A Series 3

July


4.95
%Class A Series 4

August


5.73
%Class A Series 5

September


5.72
%Class A Series 6

October


4.98
%Class A Series 7

November


4.01
%Class A Series 8

December


1.12
%     (1)
    
    As of December 31, 2004, the Company had 8 series of
    Class A Units outstanding. The Class A Series Units
    are identical in every regard except with respect to its
    individualized incentive allocation base. Effective
    January 1, 2005, Class A Series 2 through
    Class A Series 8 units were converted into
    Class A Series 1 units. Class A Series
    (other than Class A Series 1) issued in future
    periods represent issuances of new series and are different from
    existing series.(2)
    
    The net return is shown for the month of issuance through
    December 31, 2004.  January 1,
    2003  December 31, 2003
  Month of Issuance of

Net Return for PeriodSeries of Units (1)

Units

Outstanding (2)Class A Series 1




9.60
%Class A Series 2

February


7.98
%Class A Series 3

March


6.87
%Class A Series 4

April


7.65
%Class A Series 5

May


6.59
%Class A Series 6

June


3.77
%Class A Series 7

July


3.74
%Class A Series 8

August


4.64
%Class A Series 9

November


1.65
%Class A Series 10

December


1.35
%     (1)
    
    As of December 31, 2003, the Company had 10 series of
    Class A Units outstanding. The Class A
    Series Units are identical in every regard except with
    respect to its individualized incentive allocation base.
    Effective January 1, 2004, Class A Series 2
    through Class A Series 10 units were converted
    into Class A Series 1 units. Class A Series
    (other than Class A Series 1) issued in future
    periods represent issuances of new series and are different from
    existing series.(2)
    
    The net return is shown for the month of issuance through
    December 31, 2003.   10




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##### Table of Contents



pro
    rata pro rata FEES AND EXPENSES
    LehmanBrothers


MSCICompany


3 Month


Aggregate


World


S&P 500Investment Period

(1)


LIBOR


Index


Index


Index1/1/2007  12/31/2007


11.51%



5.32%



6.97%



9.04%



5.49%1/1/2006  12/31/2006


9.03%



5.10%



4.33%



20.07%



15.79%1/1/2005  12/31/2005


4.57%



3.32%



2.43%



9.49%



4.91%1/1/2004  12/31/2004


5.53%



1.48%



4.34%



14.72%



10.88%1/1/2003  12/31/2003


9.60%



1.23%



4.10%



33.11%



28.68%   (1)
    
    Company returns shown are the net returns for Class A
    Series 1 for each of the investment periods shown. See
    above for the Companys net returns for Class A Series
    33-44,
    Class A
    Series 21-32,
    Class A
    Series 9-20,
    Class A
    Series 2-8
    and Class A Series 2-10 for 2007, 2006, 2005, 2004 and
    2003, respectively.  Description
    of the Investment Funds and the Performance of the Investment
    Funds
    Goldman
    Sachs Global Equity Long/Short, LLC
   11




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##### Table of Contents



Investment Period*

Net Return for Period1/1/2007  12/31/2007


11.70%1/1/2006  12/31/2006


11.91%1/1/2005  12/31/2005


9.93%1/1/2004  12/31/2004


9.27%1/1/2003  12/31/2003


13.73%   *
    
    Net return is based on the performance of Class C
    Series 1 units. Class C Series 1 units
    (no-fee-shares) of GELS (including those issued to
    the Company) are not subject to management fees paid or
    incentive allocations made to GS HFS as managing member of GELS
    and therefore returns do not reflect the payment of any such
    fees or the making of any allocations to GS HFS. In addition,
    returns for Class C Series 1 units during the entire
    period reflect returns net of the compensation paid to Advisors.
    The returns shown for 2003 and 2004 are also net of the payment
    of an administration fee to GS HFS by GELS. The returns shown
    for 2005, 2006 and 2007 are net of an administration fee paid by
    GELS to SEI who became the administrator of GELS on
    January 1, 2005. No administration fee was paid to GS HFS
    by GELS in 2005, 2006 and 2007.  Goldman
    Sachs Global Fundamental Strategies, LLC
      Risk
    Arbitrage/Special Situations
  i.e.
   12




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##### Table of Contents



Credit
    Opportunities/Distressed Securities
        Investment Period*

Net Return for Period1/1/2007  12/31/2007


20.22%1/1/2006  12/31/2006


14.57%1/1/2005  12/31/2005


7.65%1/1/2004  12/31/2004


12.70%1/1/2003  12/31/2003


18.09%   *
    
    Net return is based on the performance of Class C
    Series 1 units. Class C Series 1 units
    (no-fee-shares) of GFS (including those issued to
    the Company) are not subject to management fees paid or
    incentive allocations made to GS HFS as managing member of GFS
    and therefore returns do not reflect the payment of any such
    fees or the making of any allocations to GS HFS. In addition,
    returns for Class C Series 1 units during the
    entire period reflect returns net of the compensation paid to
    Advisors. The returns shown for 2003 and 2004 are also net of
    the payment of an administration fee to GS HFS by GFS. The
    returns shown for 2005, 2006 and 2007 are net of an
    administration fee paid by GFS to SEI who became the
    administrator of GFS on January 1, 2005. No administration
    fee was paid to GS HFS by GFS in 2005, 2006 and 2007.  Goldman
    Sachs Global Relative Value, LLC
    Credit
    Relative Value
   13




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##### Table of Contents



Convertible
    Arbitrage
    Equity
    Market Neutral
    Fixed
    Income Relative Value
    Volatility
    Trading
        Investment Period*

Net Return for Period1/1/2007  12/31/2007


4.53
%1/1/2006  12/31/2006


5.89
%1/1/2005  12/31/2005


4.09
%1/1/2004  12/31/2004


5.38
%1/1/2003  12/31/2003


7.11
%   *
    
    Net return is based on the performance of Class C
    Series 1 units. Class C Series 1 units
    (no-fee-shares) of GRV (including those issued to
    the Company) are not subject to management fees paid or
    incentive allocations made to GS HFS as managing member of GRV
    and therefore returns do not reflect the payment of any such
    fees or the making of any allocations to GS HFS. In addition,
    returns for Class C Series 1 units during the
    entire period reflect returns net of the compensation paid to
    Advisors. The returns shown for 2003 and 2004 are also net of
    the payment of an administration fee to GS HFS by GRV. The
    returns shown for 2005, 2006 and 2007 are net of an
    administration fee paid by GRV to SEI, who became the
    administrator of GRV on January 1, 2005. No administration
    fee was paid to GS HFS by GRV in 2005, 2006 and 2007. 14




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##### Table of Contents



Goldman
    Sachs Global Tactical Trading, LLC
        Investment Period*

Net Return for Period1/1/2007  12/31/2007


15.72
%1/1/2006  12/31/2006


5.61
%1/1/2005  12/31/2005


4.03
%1/1/2004  12/31/2004


3.87
%1/1/2003  12/31/2003


11.61
%   *
    
    Net return is based on the performance of Class C
    Series 1 units. Class C Series 1 units
    (no-fee-shares) of GTT (including those issued to
    the Company) are not subject to management fees paid or
    incentive allocations made to GS HFS as managing member of GTT
    and therefore returns do not reflect the payment of any such
    fees or the making of any allocations to GS HFS. In addition,
    returns for Class C Series 1 units during the
    entire period reflect returns net of the compensation paid to
    Advisors. The returns shown for 2003 and 2004 are also net of
    the payment of an administration fee to GS HFS by GTT. The
    returns shown for 2005, 2006 and 2007 are net of an
    administration fee paid by GTT to SEI who became the
    administrator of GTT on January 1, 2005. No administration
    fee was paid to GS HFS by GTT in 2005, 2006 and 2007.  Allocations
    to Other Investment Funds
   15




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##### Table of Contents



Goldman
    Sachs HFP Opportunistic Fund, LLC
        Investment Period*

Net Return for Period7/1/2007  12/31/2007


(10.26
)%   *
    
    Net return is based on the performance of Class A
    Series 1 units. Class A Series 1 units
    (no-fee-shares) of HFPO (including those issued to
    the Company) are not subject to management fees paid or
    incentive allocations made to GS HFS as managing member of HFPO
    and therefore returns do not reflect the payment of any such
    fees or the making of any allocations to GS HFS. In addition,
    returns for Class A Series 1 units during the entire
    period reflect returns net of the compensation paid to Advisors.
    The returns shown are net of an administration fee paid by HFPO
    to SEI who became the administrator of HFPO on July 1,
    2007. No administration fee was paid to GS HFS by HFPO in 2007.  Overview
    of the Investment Process of the Investment Funds
  i.e. i.e.
     16




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##### Table of Contents



i.e.
        Form 10-K PORTFOLIO COMPANIES. Direct Allocations to Advisors
  Direct
    Allocations to Advisors
  i.e. Overview of the Investment Process of the
    Investment Funds
  INVESTMENT PROGRAMAllocation Among the Investment
    Funds
 17




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pro rata FEES AND EXPENSES
  RISK
    FACTORS POTENTIAL CONFLICTS OF
    INTEREST.
  Certain
    Considerations Relating to Limited Capacity of Potential
    Advisors
      and/or
  POTENTIAL CONFLICTS OF
    INTERESTPotential Conflicts Relating to the Selection of
    Advisors, the Sale of Units and the Allocation of Investment
    Opportunities
 18




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##### Table of Contents



Hedging,
    Leverage and Other Strategies
  Hedging
    Leverage
      Indirect Investments in Advisor Funds and with
    Advisors RISK
    FACTORSInvestment Related RisksRisks Related to
    Investment and TradingThe Use of Leverage May
    Substantially Increase the Adverse Impact to Which the
    Investment Funds Investment Portfolios May be
    Subject
    364-day
 19




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##### Table of Contents



.
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONSLiquidity and Capital
    Resources
  Temporary
    and Defensive Strategies
    Indirect
    Investments in Advisor Funds and with Advisors
   20




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##### Table of Contents



i.e. pro rata Investment Related
    RisksRisks Related to Issuers of SecuritiesAdvisor
    Special Investments
  Investment
    in Exchange-Traded Advisor Funds
   21




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Co-Investment
    and Other Investment Opportunities
      PORTFOLIO
    COMPANIES
  Potential
    Types of Advisor Investments
   22




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##### Table of Contents



non-U.S. issuers,
  Economic
    Arrangements with Advisors
  and/or and/or and/or
  POTENTIAL CONFLICTS OF
    INTERESTPotential Conflicts Relating to the Selection of
    Advisors, the Sale of Units and the Allocation of Investment
    Opportunities Potential Conflicts
    Relating to the Allocation of Investment Opportunities Among the
    Company or the Investment Funds and Other Goldman Sachs
    Accounts
    and/or
 23




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and/or and/or POTENTIAL
    CONFLICTS OF INTEREST.
  RISK FACTORS
  INTERNATIONAL
    ACTIVITIES
  non-U.S. issuers, i.e. non-U.S. currencies, non-U.S. currencies. non-U.S. markets
  non-U.S. currencies RISK
    FACTORSInvestment Related RisksRisks Related to
    International InvestmentsTrading on
    Non-U.S. Exchanges
    May Involve Higher Risk of Financial Irregularities
    and/or Lack
    of Appropriate Risk Monitoring and Controls Non-U.S. Investments
    Involve Special Risks not Usually Associated with Investments in
    U.S. Securities Investment in
    Emerging Markets Involves Significant Risks, Including Inflation
    and Currency Devaluations Foreign
    Currency Transactions and Exchange Rate Risk Create Additional
    Risks for Advisors Investing in Certain Financial
    Instruments Non-U.S. Futures
    Transactions Afford Less Protection as Rules of a
    Non-U.S. Exchange
    May Not be Enforced by a U.S. Regulator.
  PORTFOLIO
    COMPANIES
  POTENTIAL CONFLICTS OF
    INTEREST
 24




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non-U.S. persons
    case-by-case FEES AND EXPENSES,
        FEES AND EXPENSES
 25




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pro rata
  pro rata pro rata FEES AND EXPENSES
    FEES AND
    EXPENSES
  Capital Accounts;
    Allocation of Gains and Losses
   26




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Class ASeries 1Ratios to average net assets (annualized):Expenses


1.42%Incentive allocation


0.57%Total expenses and incentive allocation


1.99%     Fees and

Percentage


DollarExpenses

Amount


AmountManagement Fee


1.25%(1
)

$
13,324(4)Incentive Allocation


5%(2
)

$
6,013(4)Administration Fee


N/A(3
)

$
534(4)Placement Fee


None



NoneEntry Fee


None



NoneExit Fee


None



NoneMinimum Subscription Amount


N/A


$
1,000,000(5)     (1)
    
    The Managing Member receives a monthly Management Fee, equal to
    one-twelfth of 1.25% of the net assets of the Company as of the
    end of the applicable month, appropriately adjusted to reflect
    capital appreciation or depreciation and any subscriptions,
    redemptions or distributions. See Capital
    Accounts; Allocation of Gains and Losses below.(2)
    
    At the end of each fiscal year of the Company, the Managing
    Member is entitled to receive an Incentive Allocation equal to
    5% of the increase in the NAV of each series of Units. The
    Managing Member does not receive a payment or make a
    contribution in the event of a decrease in the NAV of a series
    of Units, and the Managing Member is only entitled to receive an
    Incentive Allocation relating to an increase in NAV of a series
    of Units if the NAV of such series is above a prior high NAV.
    See Capital Accounts; Allocation of Gains and
    Losses below.(3)
    
    The Company bears a pro rataportion of the
    administration fee paid to the administrator of the Investment
    Funds for services provided to the Investment Funds and
    Portfolio Companies. In 2004, each of the Investment Funds paid
    its managing member an administration fee of 0.20% for services
    rendered to it as administrator. The dollar amount (which is
    approximate based on calculation) reflects the total
    administration fee comprised of the Companys aggregate
    pro rataportion for services provided to the Investment
    Funds and the fee directly payable by the Portfolio Companies
    based on an investment of $1,000,000 in Class A
    Series 1 Units as of January 1, 2004. Effective as of
    January 1, 2005, SEI became the administrator of each
    Investment Fund and certain Portfolio Companies, and currently
    serves as the administrator with respect to all of the
    Investment Funds and Portfolio Companies. Throughout 2007, the
    administration fee rate (as discussed below) ranged between
    0.04% and 0.06%.(4)
    
    Based on an investment of $1,000,000 in Class A
    Series 1 Units as of January 1, 2007.(5)
    
    The minimum subscription by a purchaser of Units is $1,000,000,
    although the Managing Member, in its sole discretion, may accept
    subscriptions below the minimum.   27




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RISK FACTORSSpecial Risks of the
    Companys StructureRisks Related to The
    Companys StructureThe Companys Financial
    Statements are, and in the Future Will Ultimately be, Based on
    Estimates of Valuations Provided by Third Party Advisors Which
    May not be Accurate or May Need to be Adjusted in the
    Future
      PERFORMANCE OF THE COMPANYDirect Allocations to
    Advisors pro
    rata
   28




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e.g INDEMNIFICATION OF
    DIRECTORS AND OFFICERS winding-up
   29




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pro rata
  and/or and/or pro rata
  RISK FACTORSGeneral
    RisksRisks Related to the Units, Liquidity of Units and
    the Offering of UnitsSpecial Considerations
    Applicable to the Continuous Offering of Units; After the
    Initial Offering of Units Subsequent Purchasers of Units May
    Suffer Losses Because of Previously Established Open
    Positions
      pro rata
   30




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POTENTIAL
    CONFLICTS OF INTERESTPotential Conflicts Relating to the
    Selection of Advisors, the Sale of Units and the Allocation of
    Investment OpportunitiesGoldman Sachs or
    Intermediaries Financial and Other Interests and
    Relationships May Incentivize Goldman Sachs or Intermediaries to
    Promote the Sale of Units and Interests in the Investment
    Funds
  Capital
    Accounts; Allocation of Gains and Losses
  * pro rata
  *
    An accounting period refers to the following
    periods: the initial accounting period began upon the
    commencement of operations of the Company. Each subsequent
    accounting period begins immediately after the close of the
    preceding accounting period. Each accounting period closes 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,
    (iv) the date immediately prior to the effective date of an
    additional capital contribution by a Member, or (v) the
    date immediately prior to the effective date of any redemption
    or complete withdrawal by a Member. In addition, the final
    accounting period shall end on the date the Company dissolves.       31




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THE
    MANAGING MEMBER
         32




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INVESTMENT
    PROGRAMCertain Considerations Relating to Limited Capacity
    of Potential Advisors POTENTIAL CONFLICTS
    OF INTEREST
  POTENTIAL
    CONFLICTS OF INTEREST
  General
    Categories of Conflicts Associated with the Company and the
    Investment Funds
         33




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www.adviserinfo.sec.gov
    Potential
    Conflicts Relating to the Selection of Advisors, the Sale of
    Units and the Allocation of Investment Opportunities
  Goldman
    Sachs Other Activities May Have an Impact on the Selection
    of Advisors
  and/or
  General Categories of Conflicts Associated with
    the Company and the Investment Funds and/or
   34




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Potential Conflicts Relating to the
    Allocation of Investment Opportunities Among the Company or the
    Investment Funds and Other Goldman Sachs Accounts
      i.e.
  Goldman
    Sachs or Intermediaries Financial and Other
    Interests and Relationships May Incentivize Goldman Sachs or
    Intermediaries to Promote the Sale of Units and Interests in the
    Investment Funds     35




---



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and/or
     36




---



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and/or and/or and/or
    Potential
    Conflicts Relating to the Allocation of Investment Opportunities
    Among the Company or the Investment Funds and Other Goldman
    Sachs Accounts
    and/or
   37




---



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pro rata pro rata
  and/or and/or
  and/or side-by-side and/or
  and/or pro rata make-up,
   38




---



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Other
    Potential Conflicts Relating to the Management of the Company
    and the Investment Funds by the Managing Member
  Potential
    Restrictions and Issues Relating to Information Held by Goldman
    Sachs
   39




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Issues
    Relating to the Valuation of Assets by the Managing Member
    and/or Multiple Divisions or Units Within Goldman
    Sachs
    and/or and/or
  Potential
    Conflicts Relating to Goldman Sachs Proprietary Activities
    and Activities on Behalf of Other Accounts
   40




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41




---



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and/or
 42




---



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Risks
    Related to Issuers of SecuritiesInvestments in Issuers of
    Indebtedness May be Adversely Affected in the Event of an
    Issuers Insolvency
  and/or
     43




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##### Table of Contents



and/or and/or and/or and/or
       44




---



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Potential
    Conflicts in Connection with Investments in Goldman Sachs Money
    Market Funds
  12b-1 i.e.
  Goldman
    Sachs May In-Source or Outsource
    Potential
    Conflicts Related to the Valuation of Investments Made by the
    Company and the Investment Funds   45




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##### Table of Contents



Potential
    Conflicts That May Arise When Goldman Sachs Acts in a Capacity
    Other than Managing Member to the Company or the Investment
    Funds
  Potential
    Conflicts Relating to Principal and Cross Transactions
        and/or and/or
 46




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##### Table of Contents



Potential
    Conflicts That May Arise When Goldman Sachs Acts in Commercial
    Capacities for the Company  mark-ups,
        Potential
    Conflicts Relating to the Selection of Investments by the
    Advisors
  An
    Advisors Other Activities May Have an Impact on the
    Advisor Funds, Portfolio Companies and Managed
    Accounts    Potential
    Conflicts Relating to the Allocation of Investment Opportunities
    Among the Advisors Accounts   47




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pro
    rata
    Other
    Potential Conflicts Relating to the Advisors Portfolio
    Management Activities
  Potential
    Restrictions and Issues Relating to Information Held by
    Advisors   48




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Potential
    Conflicts Relating to an Advisors Proprietary Activities
    on Behalf of Other Accounts Managed by the Advisor       49




---



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50




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Potential
    Conflicts That May Arise When an Advisor Acts in a Capacity
    Other Than Advisor to the Advisor Funds, Portfolio Companies or
    Managed Accounts
  mark-ups,
       51




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##### Table of Contents



12b-1 i.e.
  The
    Advisors May In-Source or Outsource
    Potential
    Conflicts in Connection with Brokerage Transactions and Proxy
    Voting by the Advisors
      and/or
 52




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##### Table of Contents



and/or and/or and/or
  Potential
    Regulatory Limitations and Restrictions on Investment
    Opportunities and Activities of the Advisors and the
    Company
  and/or and/or
 53




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##### Table of Contents



Safeguards
    Implemented by the Managing Member to Address Conflicts of
    Interest
      Conflicts
    Resulting From Other Business Dealings of the Managing Member
    and its Affiliates
     54




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##### Table of Contents



Conflicting
    Obligations to the Company and Other Advisory Accounts
    and/or pro rata and/or and/or
  Personal
    Interests of Advisory Personnel
    his/her
     55




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Form 10-K
  Error and
    Error Correction Policy
    Identification
    of Compensable Errors
      i.e.
  case-by-case
    Waiver of
    Subscription and Redemption Requirements
  lock-up
  Compensation for Errors.
 56




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##### Table of Contents



Notification of Compensable Errors.
  Errors by Advisors.
  Reprocessing NAV Errors and Compensation of
    Members. Identification of Compensable
    Errors
    COMPETITION
   57




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FISCAL
    YEAR
    EMPLOYEES
    SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS
    
    investment strategies and allocations of assets;
    future performance; and
    trends in the Investment Sectors.      RISK FACTORS
     58




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ITEM 1A.



RISK
    FACTORS   General
    Risks
    Risks
    Related to the Company and the Investment Funds
    Performance and Operation
  Limited
    Operating History of the Company; Past Performance of the
    Company is not Indicative of Future Results
  and/or Special Risks of
    the Companys StructureRisks Associated with the
    Company Investing in Other EntitiesPast Performance of
    Affiliated Funds and Advisors are not Necessarily Indicative of
    the Results that the Company and any Investment Fund May
    Achieve or of Future Results
  A
    Substantial Portion of an Investment Funds Assets May be
    Invested Utilizing Strategies That are Not Within its Investment
    Sector; Most Advisors do not Provide Detailed Position
    Information Regarding their Portfolios
  PERFORMANCE OF THE
    COMPANYDescription of the Investment Funds and the
    Performance of the Investment Funds
   59




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e.g.
  and/or
  There Can
    Be No Assurance that the Managing Members Decisions
    Regarding Allocations will be Successful; Inaccurate Information
    Provided by the Advisors May Have a Material Adverse Effect on
    Implementing the Companys Investment Objective
  Risk Management
  Non-Diversified
    Status; the Managing Member may Allocate to One or More Advisors
    a Relatively Large Percentage of an Investment Funds
    Assets
   60




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Dependence
    on the Managing Member and the Advisors; the Managing Member
    Generally Has Limited Access to Information on or Control over
    Advisors Portfolios and Members Assume the Risk that
    Advisors May Knowingly Misrepresent Information Which Could Have
    a Material Negative Impact on the Company
  and/or
  and/or
   61




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The
    Company Does Not Currently Intend to Participate in New Issues
    Which May Limit Potential Gains
    Risks
    Related to the Companys Regulatory Environment
  Limited
    Regulatory Oversight; Members not Afforded Protection of
    Investment Company Act
   62




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Rule 501(a)(1)-(3),
  Legal,
    Tax and Regulatory Risks; Disclosure of Information Regarding
    Members
   63




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and/or and/or
  Risks
    Related to the Units, Liquidity of Units and the Offering of the
    Units
  Units
    Will Not be Listed and Will Not be Marketable
  The Company has Limited Liquidity and Limited
    Rights for Redemption
  The
    Company has Limited Liquidity and Limited Rights for
    Redemption
      and/or
 64




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and/or
  Redemptions
    of Units are Subject to a Substantial Waiting Period and
    Potentially Outdated Information
    Substantial
    Redemptions Could Have a Material Adverse Effect on the
    Company
   65




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Special Risks of the Companys
    StructureRisks Related to the Companys
    StructureThe Investment Funds and the Advisors
    Investments May not be Diversified and there can be no Assurance
    that the Companys Allocation Models and Methodologies will
    Achieve the Companys Allocation Goals MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONSLiquidity and Capital
    Resources
  Certain
    Classes of Units May Have No
    Lock-Up
    Period
  lock-up lock-ups)
  Redemption May
    be in Cash or In-Kind Under the Sole Discretion of the Managing
    Member; Members May Bear Risks Related to In-Kind Securities and
    Pay Fees in Disposing of In-Kind Securities
    Special
    Considerations Applicable to the Continuous Offering of Units;
    After the Initial Offering of Units Subsequent Purchasers of
    Units May Suffer Losses Because of Previously Established Open
    Positions
   66




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i.e. pro rata
    Investing
    Prior to receipt of Subscription Monies and Prior to the
    Effective Date of Subscriptions
   67




---



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Special
    Risks of the Companys Structure
    Risks
    Related to the Companys Structure
  The
    Investment Funds and the Advisors Investments May
    not be Diversified and There can be no Assurance that the
    Companys Allocation Methodologies will Achieve the
    Companys Allocation Goals
       68




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The
    Companys Financial Statements are, and in the Future Will
    Ultimately be, Based on Estimates of Valuations Provided by
    Third Party Advisors Which May not be Accurate or May Need to be
    Adjusted in the Future
  and/or General RisksRisks Related to
    the Company and the Investment Funds Performance and
    OperationDependence on the Managing Member and the
    Advisors; the Managing Member Generally Has Limited Access to
    Information on or Control over Advisors Portfolios and
    Members Assume the Risk that Advisors May Knowingly Misrepresent
    Information Which Could Have a Material Negative Impact on the
    Company Risks Associated with
    the Company Investing in Other EntitiesValuation of the
    Investment Funds Investments Will be Based Upon Valuations
    Provided by the Advisors Which are Generally not Audited;
    Uncertainties in Valuations Could Have a Material Adverse Effect
    on the Companys Net Assets
  BUSINESSMANAGING MEMBER Error and
    Error Correction Policy
   69




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The Other
    Business Activities and Relationships of Goldman Sachs and the
    Companys Advisors May Create Conflicts of
    Interest
  POTENTIAL CONFLICTS OF INTEREST.
  Affiliates
    of Goldman Sachs and Members of the Company May Market and Trade
    Derivatives Linked to the Performance of the Company, Which May
    Adversely Affect the NAV of the Company
  and/or
   70




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Special
    Risks of the Fund of Funds Structure
    Members
    of the Company are Subject to Multiple Levels of Fees and
    Expenses Because of the Companys Structure, and the Fee
    Structure of the Company May Create Incentives for Advisors to
    Make Risky Investments
  FEES AND
    EXPENSES.
    and/or
  The
    Company Could Indirectly Incur Duplicative Transaction Costs
    Without Accomplishing a Net Investment Result
    Compensation
    Arrangements With the Managing Member and the Advisors of the
    Investment Funds May Create Incentives for the Managing Member,
    the Investment Funds or the Advisors to Make Riskier Investments
    or to Inflate Returns
  pro rata
 71




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Transactions
    Between and Among Funds May Be Undervalued and Negatively Affect
    the Companys Performance
      Risks
    Associated with the Company Investing in Other
    Entities
  Past
    Performance of Affiliated Funds and Advisors are not Necessarily
    Indicative of the Results that the Company and Any Investment
    Fund May Achieve or of Future Results
  PERFORMANCE OF THE
    COMPANYCertain Considerations Relating to Limited Capacity
    of Potential Advisors. e.g
 72




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A
    Members Investment in the Company will be Affected by the
    Investment Policies and Decisions of Advisors Which are Outside
    the Companys Control
  Investment Related Risks
  Limitations
    on Ability to Invest in Advisors May Result in Assets Not Being
    Used to Pursue Investment Objectives
    Valuation
    of the Investment Funds Investments Will be Based Upon
    Valuations Provided by the Advisors Which are Generally not
    Audited; Uncertainties in Valuations Could Have a Material
    Adverse Effect on the Companys Net Assets
  General RisksRisks Related to the Company
    and the Investment Funds Performance and
    OperationDependence on the Managing Member and the
    Advisors; the Managing Member Generally Has Limited Access to
    Information on or Control over Advisors Portfolios and
    Members Assume the Risk that Advisors May Knowingly Misrepresent
    Information Which Could Have a Material Negative Impact on the
    Company
   73




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and/or
  Risks Related to the Companys
    StructureThe Companys Financial Statements are, and
    in the Future Will Ultimately be, Based on Estimates of
    Valuations Provided by Third Party Advisors Which May not be
    Accurate or May Need to be Adjusted in the Future
  Risks Related to the Companys
    StructureThe Companys Financial Statements are, and
    in the Future ill Ultimately be, Based on Estimates of
    Valuations Provided by Third Party Advisors Which May not be
    Accurate or May Need to be Adjusted in the Future
  Investment
    Fund Allocations to Advisor Funds are Difficult to Monitor
    and Control
   74




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Trading
    in Investments May be Illiquid Which May Cause Substantial
    Losses and May Negatively Impact the Ability to Make
    Distributions to a Withdrawing or Redeeming Member
      Advisor
    Redemption Holdbacks and Other Advisor Fund Liquidity
    Restrictions May Adversely Affect Remaining Members
  The Company has Limited Liquidity and Limited
    Rights for Redemption
     75




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##### Table of Contents



Risks Related to the Companys
    StructureThe Companys Financial Statements are, and
    in the Future Will Ultimately be, Based on Estimates of
    Valuations Provided by Third Party Advisors Which May not be
    Accurate or May Need to be Adjusted in the Future
  Managed
    Account Allocations Expose the Investment Funds to Liability
    Exceeding Allocations
    An
    Investment Fund May Not be Able to Vote or May Limit its
    Voting Abilities
    Lack of
    Operating History of Certain Advisors; Past Performance of
    Advisors is not Indicative of Future Results
    Advisors
    Invest Independently and May Hold Economically Offsetting
    Positions
  and/or
 76




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Advisors
    May Have Limited Capacity to Manage Additional Investment Fund
    Investments, Which Could Cause Dilution or Concentration of the
    Companys Investments or Negatively Affect Allocation of
    Investments
  PERFORMANCE OF THE
    COMPANYCertain Considerations Relating to Limited Capacity
    of Potential Advisors of Certain Investment Funds.
  PERFORMANCE OF THE COMPANYCertain
    Considerations Relating to Limited Capacity of Potential
    Advisors.
    Advisor
    Funds Securities are Generally Illiquid Which May Increase
    Costs and Limit Redemptions
   77




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Frequent
    Trading and Turnover Typically Result in High Transaction Costs
    and the Investment Funds Have No Control Over This
    Turnover
    Indemnification
    of Advisors May Create Costs for the Company and the Investment
    Funds
    Allocation
    of the Companys Assets May Not Protect the Company from
    Exposure to Economic Downturns in Any Investment Fund or
    Investment Sector
  and/or
  Investment
    Related Risks
   78




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##### Table of Contents



Risks
    Related to Investment and Trading
  An
    Investment in the Company Involves a High Degree of Risk That
    the Entire Amount Invested May be Lost; Investment Results May
    Vary Substantially over Time
  BUSINESSINVESTMENT PROGRAM
    The
    Advisors May be Unable to or May Choose not to Seek to Achieve
    their Investment Goals; Advisors May Not be Able to Locate
    Suitable Investment Opportunities
  and/or
    Competition
    The Use
    of Leverage May Substantially Increase the Adverse Impact to
    Which the Investment Funds Investment Portfolios May be
    Subject
  PERFORMANCE OF THE COMPANYHedging,
    Leverage and Other Strategies
 79




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Convergence
    Risk May Result in Significant Losses of the Investment Funds
    and the Company
    Possible
    Effects of Speculative Position Limits Could Adversely Affect
    the Operations and Profitability of the Investment Funds and the
    Company
  non-U.S. exchanges.
   80




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##### Table of Contents



Short
    Selling Creates the Risk of Significant Losses
    The
    Ability of an Investment Fund to Hedge Successfully will Depend
    on the Particular Advisors Ability to Predict Pertinent
    Market Movements Which Cannot be Assured
  non-U.S. currencies
 81




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##### Table of Contents



Forward
    Contracts May Entail Significant Risks and Uncertainties Which
    Could Result in Substantial Losses to the Investment Funds and
    the Company
  i.e. non-U.S. security. non-U.S. securities. non-U.S. securities non-U.S. currencies
    Swap
    Agreements May Increase or Decrease the Overall Volatility of an
    Investment Funds Portfolio
     82




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i.e.
      The
    Prices of an Investment Funds Investments Can be Highly
    Volatile and Influenced by External Factors Outside the Control
    of Such Investment Fund
  and/or
  Failure
    of the Investment Funds Counterparties, Brokers, and
    Exchanges Exposes Investment Funds to Credit Risks in Various
    Forms
  non-U.S. brokers non-U.S. regulatory
 83




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##### Table of Contents



pro
    rata
      Risks
    Related to International Investments
  Trading
    on Non-U.S.
    Exchanges May Involve Higher Risk of Financial Irregularities
    and/or Lack of Appropriate Risk Monitoring and
    Controls
  non-U.S. exchanges, non-U.S. exchanges, non-U.S. exchanges, and/or
 84




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##### Table of Contents



Non-U.S.
    Investments Involve Special Risks not Usually Associated with
    Investments in U.S. Securities
  non-U.S. issuers non-U.S. countries. non-U.S. entities non-U.S. company non-U.S. countries non-U.S. countries
  non-U.S. countries
  non-U.S. governments
  Investment
    in Emerging Markets Involves Significant Risks, including
    Inflation and Currency Devaluations
   85




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##### Table of Contents



non-U.S. securities
  Reliance
    on Technology
    Foreign
    Currency Transactions and Exchange Rate Risk Create Additional
    Risks for Advisors Investing in Certain Financial
    Instruments
  non-U.S. currencies
 86




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##### Table of Contents



Non-U.S.
    Futures Transactions Afford Less Protection as Rules of a
    Non-U.S.
    Exchange May Not be Enforced by a U.S. Regulator
  Non-U.S. futures non-U.S. exchange. non-U.S. exchange non-U.S. exchange, non-U.S. exchange non-U.S. country. non-U.S. country non-U.S. futures non-U.S. futures non-U.S. futures non-U.S. option
  Risks
    Related to Securities and Other Instruments
  Investing
    in Derivative Instruments Involves Risk of Loss to the Advisors
    That Could Materially Adversely Affect the Value of the
    Companys Net Assets
           87




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##### Table of Contents



Equity
    Securities and Equity-Related Instruments May be Subject to
    Various Types of Risk, Including Market Risk, Liquidity Risk,
    Counterparty Credit Risk, Legal Risk and Operations
    Risk
    Fixed
    Income Securities are Subject to Credit Risk and Price
    Volatility
    and/or non-U.S. government; i.e. i.e. i.e. i.e.
  and/or
  High
    Yield Debt Investments are Subject to Significant Risks of
    Default, Illiquidity and Volatility
     88




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##### Table of Contents



Other
    Debt Instruments; CBOs and CLOs
    i.e.
    Structured
    Securities May Present a Greater Degree of Market Risk and May
    be More Volatile, Less Liquid and More Difficult to Price
    Accurately Than Less Complex Securities
    Call
    Options Involve Significant Risks for Buyers and
    Sellers
  e.g.
 89




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Put
    Options Involve Significant Risks for Buyers and
    Sellers
  e.g.
    Reverse
    Repurchase Agreements May Increase the Volatility of an
    Investment Funds and the Companys Investment
    Portfolio
    There are
    Significant Risks Associated with When-Issued and Forward
    Commitment Securities
    Derivatives
    with Respect to High Yield and Other Indebtedness Expose
    Advisors to Counterparty and Issuer Risk
   90




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Credit
    Default Swaps
  and/or
  Risks of
    Spread Transactions
    The
    Company May be Prevented From Achieving its Objective During any
    Period in Which Assets are not Substantially Invested in
    Accordance with Principal Investment Strategies
   91




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Restricted
    and Illiquid Investments May Prevent Prompt Liquidation of
    Unfavorable Positions Resulting in Substantial Loss
      non-U.S. exchanges
  Risks
    Related to Issuers of Securities
  The
    Issuers of Securities Acquired by Advisors will Sometimes Face a
    High Degree of Business and Financial Risk
       92




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Expected
    Transactions May not Take Place or may Result in Substantial
    Losses
    Investments
    in Small Capitalization Companies are Speculative and May be
    Difficult to Value
    Investments
    in Issuers of Indebtedness May be Adversely Affected in the
    Event of an Issuers Insolvency
   93




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non-U.S. issuers
  Purchases
    of Securities and Other Obligations of Financially Distressed
    Companies Create an Enhanced Risk of Substantial Loss or Loss of
    Entire Investment
  and/or
  Investments
    in Certain Multi-Advisor Structures
  PERFORMANCE OF THE COMPANYOverview
    of the Investment Process of the Investment Funds, Special Risks of the Fund of Funds
    Structure
 94




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Additional
    Investment Risks of Certain Advisor Funds
  non-U.S. general
      Advisor
    Special Investments
     95




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##### Table of Contents



and/or
  Changes
    to the Trading and Investment Strategies Utilized by the
    Advisors
  and/or
  Limits of
    Risk Disclosure
  The
    Company Should be Considered a Speculative Investment and
    Members Should Retain Their Investment Only if They Can Sustain
    a Complete Loss of their Investment
        ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS   96




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ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   97




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PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
          Quarter Ended


High


Low3/31/06


$
132.04


$
129.336/30/06


$
133.99


$
130.889/30/06


$
131.74


$
130.7612/31/06


$
137.10


$
132.833/31/07


$
141.61


$
139.276/30/07


$
147.79


$
143.919/30/07


$
147.63


$
144.7812/31/07


$
152.88


$
151.77     Record
    Holders of Units of the Company
    Distributions
   98




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Recent
    Sales of Unregistered Units and Use of Proceeds
  Form 10-Q Form 8-K.
  Purchases
    of Units by the Company and Affiliated Purchasers
    Form 10-Q. EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES.
 99




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Performance
    Graph
      
  
    The performance of the Company is based on net returns for
    Class A Series 1 Units. The performance of the Units
    shown in the graph is not necessarily indicative of future
    performance.
    General:References to market or composite indices,
    benchmarks or other measures of relative market performance over
    a specified period of time (for purposes of this section, each
    an index) are provided for your information only.
    Reference to an index does not imply that the portfolio will
    achieve returns, volatility or other results similar to the
    index. The composition of an index may not reflect the manner in
    which a portfolio is constructed in relation to expected or
    achieved returns, portfolio guidelines, restrictions, sectors,
    correlations, concentrations, volatility or tracking error
    targets, all of which are subject to change over time.
    MSCI World Index:The Morgan Stanley Capital
    International World Index is a price index of the total return
    with dividends reinvested monthly net of dividend withholding
    tax of a representative group of listed companies for each
    region, with each component market weighted on the basis of
    market capitalization relative to the total market
    capitalization of the market being measured and adjusted for
    changes in capital within the component firms.
    S&P 500 Index:Standard & Poors
    S&P 500 Index is an index based on the prices of the
    securities of 500 different companies. Total returns are
    calculated by adding the dividend income and price appreciation
    for a given time period.
    Lehman Brothers U.S. Aggregate Index: Lehman
    Brothers U.S. Aggregate Index represents securities
    that are U.S. domestic, taxable, and dollar denominated.
    The index covers the U.S. investment grade fixed rate bond
    market, with index components for government and corporate
    securities, mortgage pass-through 100




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securities, and asset-backed securities. These major sectors are
    subdivided into more specific indices that are calculated and
    reported on a regular basis.  
    Indices Source:Bloomberg, Bond.Hub  ITEM 6.
    SELECTED
    FINANCIAL DATA    Year Ended
    December 31,Operations Data

2007


2006


2005


2004


2003Net trading profit/(loss)

$
87,875,947


$
76,020,409


$
66,816,581


$
72,018,387


$
81,854,395Total expenses

$
9,808,096


$
9,926,911


$
14,836,748


$
14,457,852


$
10,733,672Net income/(loss)

$
78,394,581


$
66,569,645


$
52,141,634


$
58,055,729


$
71,218,666Less: Incentive allocation to the managing member

$
3,919,729


$
3,328,482


$
2,615,216


$
2,902,854


$
3,560,865Net income/(loss) available for pro-rata allocation to members

$
74,474,852


$
63,241,163


$
49,526,418


$
55,152,875


$
67,657,801   As of
    December 31,Financial Condition Data

2007


2006


2005


2004


2003Investments

$
702,436,288


$
686,250,341


$
1,124,329,933


$
1,092,953,352


$
970,912,828Total assets

$
705,861,961


$
687,475,191


$
1,125,036,745


$
1,093,172,149


$
1,019,413,929Total liabilities

$
25,077,879


$
25,400,717


$
350,437,862


$
135,716,916


$
86,168,187Members equity

$
680,784,082
(1)

$
662,074,474
(2)

$
774,598,883
(3)

$
957,455,233
(4)

$
933,245,742
(5)Ending NAV/Unit:Class A Series 1

$
152.88


$
137.10


$
125.75


$
120.25


$
113.95     (1)
    
    The reduction in members equity as of December 31,
    2007 reflects Redemptions payable in the amount of $22,708,145
    that was payable at December 31, 2007.(2)
    
    The reduction in members equity as of December 31,
    2006 reflects Redemptions payable in the amount of $23,701,199
    that was payable at December 31, 2006.(3)
    
    The reduction in members equity as of December 31,
    2005 reflects Redemptions payable in the amount of $347,523,596
    that was payable at December 31, 2005.(4)
    
    The reduction in members equity as of December 31,
    2004 reflects Redemptions payable in the amount of $128,546,636
    that was payable at December 31, 2004.(5)
    
    The reduction in members equity as of December 31,
    2003 reflects Redemptions payable in the amount of $34,529,625
    that was payable at December 31, 2003. 101




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ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATION  Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations
  Overview
  SELECTED FINANCIAL DATA, RISK FACTORSSpecial Risks of the Companys
    StructureRisks Related to the Companys
    StructureThe Companys Financial Statements Are, and
    in the Future Will Ultimately be, Based on Estimates of
    Valuations Provided by Third Party Advisors Which May not be
    Accurate or May Need to be Adjusted in the Future
             102




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Results
    of Operations
    2007
    Performance
    Overview
  QUANTITATIVE AND QUALITATIVE DISCLOSURES
    ABOUT MARKET RISKRisk Management
  Year EndedPortfolio Weight


Portfolio Weight as


December 31,as a% of


a% of Adjusted


2007Investment Fund

Members Equity (1)


Members Equity (2)


Net Return (3)GELS


33.16
%


32.09
%


11.70
%GFS


37.84
%


36.62
%


20.22
%GRV


12.38
%


11.99
%


4.53
%GTT


14.39
%


13.92
%


15.72
%HFPO


5.41
%


5.23
%


(10.26
)%     (1)
    
    Members equity, used in the calculation of the investments
    as a percentage of members equity, is reduced for member
    redemptions that are paid after the balance sheet date.(2)
    
    As a percentage of the Companys adjusted members
    equity which represents members equity excluding
    Redemptions payable in the amount of $22,708,145 that was
    payable at December 31, 2007.(3)
    
    These returns are based on the performance of Class C
    Series 1 units for GELS, GFS, GRV and GTT and
    Class A Series 1 units for HFPO. The returns are
    net of administration fees. No management fee or incentive
    allocation was charged by the managing member of the Investment
    Funds with respect to the Companys investment in any of
    the Investment Funds. Past performance is not indicative of
    future results, which may vary.    The
    Investment Funds
   103




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Goldman
    Sachs Global Equity Long/Short, LLC
            Goldman
    Sachs Global Fundamental Strategies, LLC
           104




---



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Goldman
    Sachs Global Relative Value, LLC
        i.e.
  sub-prime
       105




---



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Goldman
    Sachs Global Tactical Trading, LLC
            Goldman
    Sachs HFP Opportunistic Fund, LLC
   106




---



##### Table of Contents



For
    the period from July 1, 2007 (commencement of operations of
    HFPO) through December 31, 2007
    2006
    Performance
    Overview
    Portfolio Weight


Portfolio Weight as


Year Endedas a% of


a% of Adjusted


December 31, 2006Investment Fund

Members Equity (1)


Members Equity (2)


Net Return (3)GELS


36.81
%


35.54
%


11.91
%GFS


36.36
%


35.10
%


14.57
%GRV


14.87
%


14.36
%


5.89
%GTT


15.61
%


15.07
%


5.61
%   (1)
    
    Members equity, used in the calculation of the investments
    as a percentage of members equity, is reduced for member
    redemptions that are paid after the balance sheet date.(2)
    
    As a percentage of the Companys adjusted members
    equity which represents members equity excluding
    Redemptions payable in the amount of $23,701,199 that was
    payable at December 31, 2006.(3)
    
    These returns are based on the performance of Class C
    Series 1 units. The returns are net of administration
    fees. No management fee or incentive allocation was charged by
    the managing member of the Investment Funds with respect to the
    Companys investment in any of the Investment Funds. Past
    performance is not indicative of future results, which may vary. 107




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The
    Investment Funds
    Goldman
    Sachs Global Equity Long/Short, LLC
            Goldman
    Sachs Global Fundamental Strategies, LLC
         108




---



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Goldman
    Sachs Global Relative Value, LLC
               109




---



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Goldman
    Sachs Global Tactical Trading, LLC
         110




---



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2005
    Performance
    Overview
    111




---



##### Table of Contents



Year EndedPortfolio Weight

Portfolio Weight as

December 31,as a% of

a% of Adjusted

2005Investment Fund

Members Equity(1)

Members Equity(2)

Net Return(3)GELS


37.97%


26.21%


9.93%GFS


38.91%


26.86%


7.65%GRV


41.02%


28.32%


4.09%GTT


27.25%


18.81%


4.03%     (1)
    
    Members equity, used in the calculation of the investments
    as a percentage of members equity, is reduced for member
    redemptions that are paid after the balance sheet date.(2)
    
    As a percentage of the Companys adjusted members
    equity which represents members equity excluding
    Redemptions payable in the amount of $347,523,596 that was
    payable at December 31, 2005.(3)
    
    These returns are based on the performance of Class C
    Series 1 units. The returns are net of administration
    fees. No management fee or incentive allocation was charged by
    the managing member of the Investment Funds with respect to the
    Companys investment in any of the Investment Funds. Past
    performance is not indicative of future results, which may vary.    The
    Investment Funds
    Goldman
    Sachs Global Equity Long/Short, LLC
        e.g Non-U.S. markets,
   112




---



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Goldman
    Sachs Global Fundamental Strategies, LLC
          10-year
    Goldman
    Sachs Global Relative Value, LLC
   113




---



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Goldman
    Sachs Global Tactical Trading, LLC
     114




---



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(10-year
      Comparison
    of Select Financial Information from 2007, 2006 and
    2005
  Interest
    Income
    Expenses
     115




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Incentive
    Allocation
      pro rata pro
    rata BUSINESS FEES AND EXPENSES
  Liquidity
    and Capital Resources
     116




---



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force majeure
           117




---



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364-day
 118




---



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Recent
    Accounting Pronouncements
  FASB
    Interpretation No. 48
   119




---



##### Table of Contents



Statement
    of Financial Accounting Standards No. 157
    Critical
    Accounting Policies and Estimates
        December 31,
    2007
  % of fair value

% of fair valueinvestments valued using

investments valued byInvestment Fund

quoted market prices

external advisorsGELS

6.32%

25.82%GFS



36.67%GRV

1.15%

10.86%GTT

0.55%

13.40%HFPO

0.82%

4.42%Total

8.84%

91.16%  120




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##### Table of Contents



December 31,
    2006
  % of fair value

% of fair valueinvestments valued using

investments valued byInvestment Fund

quoted market prices

external advisorsGELS

15.82%

19.70%GFS

5.36%

29.71%GRV

1.54%

12.81%GTT

5.52%

9.54%Total

28.24%

71.76%     General RisksRisks Related to
    the Company and the Investment Funds Performance and
    OperationDependence on the Managing Member and the
    Advisors; the Managing Member Generally Has Limited Access to
    Information on or Control over Advisors Portfolios and
    Members Assume the Risk that Advisors May Knowingly Misrepresent
    Information Which Could Have a Material Negative Impact on the
    Company Special Risks of the
    Companys StructureRisks Related to the
    Companys StructureThe Companys Financial
    Statements are, and in the Future will be, Based on Estimates of
    Valuations Provided by Third Party Advisors Which May not be
    Accurate or May Need to be Adjusted in the Future Special Risks of the Companys
    StructureRisks Associated with the Company Investing in
    Other EntitiesValuation of the Investment Funds
    Investments Will be Based upon Valuations Provided by the
    Advisors Which are Generally not Audited; Uncertainties in
    Valuations Could Have a Material Adverse Effect on the
    Companys Net Assets
   121




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##### Table of Contents



Off
    Balance Sheet Risk
    Contractual
    Obligations
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Quantitative
    and Qualitative Disclosures About Market Risk
    Year EndedDecember 31, 2007% of Members


% of Adjusted


Fair Value/Value


Net Trading Profit/(Loss)Investment Fund

Equity


Members
    Equity(8)


at Risk


(In millions)


LiquidityGELS


33.16
%


32.09
%

$
225,759,808


$
26.0



(1
)GFS


37.84
%


36.62
%

$
257,594,595


$
45.2



(2
)GRV


12.38
%


11.99
%

$
84,319,166


$
4.3



(3
)GTT


14.39
%


13.92
%

$
97,949,282


$
14.4



(4
)HFPO


5.41
%


5.23
%

$
36,813,437


$
(2.0
)


(5
)Total


103.18
%(6)


99.85
%(7)

$
702,436,288


$
87.9   Year EndedDecember 31, 2006% of Members


% of Adjusted


Fair Value/Value


Net Trading ProfitInvestment Fund

Equity


Members
    Equity(8)


at Risk


(In millions)


LiquidityGELS


36.81
%


35.54
%

$
243,737,514


$
27.6



(1
)GFS


36.36
%


35.10
%

$
240,699,867


$
33.9



(2
)GRV


14.87
%


14.36
%

$
98,479,997


$
8.7



(3
)GTT


15.61
%


15.07
%

$
103,332,963


$
5.8



(4
)Total


103.65
%(6)


100.07
%(6)

$
686,250,341


$
76.0     (1)
    
    Effective January 1, 2008, redemptions can be made
    quarterly with 61 days notice, or at the sole discretion of
    the Managing Member. Prior to January 1, 2008, redemptions
    could be made quarterly with 45 days notice, or at the sole
    discretion of the Managing Member. 122




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(2)
    
    Effective January 1, 2008, redemptions can be made
    quarterly on or after the first anniversary of the initial
    purchase of the units with 91 days notice, or at the sole
    discretion of the Managing Member. Prior to January 1,
    2008, redemptions could be made quarterly with 91 days
    notice, or at the sole discretion of the Managing Member.(3)
    
    Redemptions can be made quarterly with 91 days notice, or
    at the sole discretion of the Managing Member.(4)
    
    Redemptions can be made quarterly with 60 days notice, or
    at the sole discretion of the Managing Member.(5)
    
    Redemptions can be made quarterly on or after the first
    anniversary of the initial purchase of the units with at least
    91 days notice or at the sole discretion of the Managing
    Member.(6)
    
    The total value of the Companys investments in the
    Investment Funds exceeded 100% of members equity and
    adjusted members equity, respectively, because
    members equity and adjusted members equity reflected
    certain accrued liabilities of the Company, including fees and
    expenses, and members equity also reflected Redemptions
    payable after the balance sheet date.(7)
    
    The total value of the Companys investment in the
    Investment Funds was less than 100% of adjusted members
    equity because members equity reflected cash and cash
    equivalents greater than total liabilities excluding Redemptions
    payable in the amount of $22,708,145.(8)
    
    Adjusted members equity, used in the calculation of the
    investments as a percentage of adjusted members equity,
    represents members equity excluding Redemptions payable in
    the amount of $22,708,145 that was payable at December 31,
    2007 and $23,701,199 that was payable at December 31, 2006.  Risk
    Management
    Value-at-Risk one-day RISK
    FACTORSGeneral RisksRisks Related to the Company and
    the Investment Funds Performance and OperationA
    Substantial Portion of an Investment Funds Assets May be
    Invested Utilizing Strategies That are not Within its Investment
    Sector; Most Advisors do not Provide Detailed Position
    Information Regarding their Portfolios and
    Dependence on the Managing Member and the Advisors;
    the Managing Member Generally Has Limited Access to Information
    on or Control over Advisors Portfolios and Members Assume
    the Risk that Advisors May Knowingly Misrepresent Information
    Which Could Have a Material Negative Impact on the
    Company
 123




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RISK
    FACTORSGeneral RisksRisks Related to the Company and
    the Investment Funds Performance and OperationA
    Substantial Portion of an Investment Funds Assets May be
    Invested Utilizing Strategies That are not Within its Investment
    Sector; Most Advisors do not Provide Detailed Position
    Information Regarding their Portfolios and Dependence on the Managing Member and the
    Advisors; the Managing Member Generally Has Limited Access to
    Information on or Control over Advisors Portfolios and
    Members Assume the Risk that Advisors May Knowingly Misrepresent
    Information Which Could Have a Material Negative Impact on the
    Company
  20-30 RISK
    FACTORSGeneral RisksRisks Related to the Company and
    the Investment Funds Performance and
    OperationNon-Diversified Status; the Managing Member may
    Allocate to One or More Advisors a Relatively Large Percentage
    of an Investment Funds Assets
  BUSINESSINVESTMENT
    PROGRAMAllocation Among the Investment Funds.
 124




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125




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##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  page F-1
    Fiscal Quarter EndedMar. 31,


June 30,


Sep. 30,


Dec. 31,2006


2006


2006


2006Net Trading Profit/(Loss)

$
43,835,232


$
(4,725,910
)

$
1,952,682


$
34,958,405Total Expenses

$
2,806,142


$
2,440,102


$
2,207,817


$
2,472,850Net Income/(Loss)

$
41,240,462


$
(7,044,975
)

$
(173,192
)

$
32,547,350Net Income/(Loss) Available for pro rataallocation to
    Members

$
39,178,439


$
(6,696,764
)

$
(165,319
)

$
30,924,807   Fiscal Quarter EndedMar. 31,


June 30,


Sep. 30,


Dec. 31,2007


2007


2007


2007Net Trading Profit/(Loss)

$
25,218,664


$
33,486,055


$
(633,005
)

$
29,804,233Total Expenses

$
2,252,706


$
2,536,562


$
2,458,008


$
2,560,820Net Income/(Loss)

$
23,005,486


$
31,004,318


$
(2,920,258
)

$
27,305,035Net Income/(Loss) Available for pro rataallocation to
    Members

$
21,855,212


$
29,454,102


$
(2,775,795
)

$
25,941,333   ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A(T).
    CONTROLS
    AND PROCEDURES  Disclosure Controls and Procedures
  Rule 13a-15(e)
  Managements Report on Internal Control over Financial
    Reporting
  Rule 13a-15(f) 15d-15(f)
  
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of the company; 126




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##### Table of Contents




    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of consolidated financial
    statements in accordance with generally accepted accounting
    principles, and that receipts and expenditures of the company
    are being made only in accordance with authorizations of
    management and directors of the company; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    companys assets that could have a material effect on the
    consolidated financial statements.          The information contained in this report shall not be deemed
    to be filed for purposes of Section 18 of the Exchange Act
    or otherwise subject to the liabilities of that section, nor
    shall such information be incorporated by reference into any
    future filing under the Securities Act or the Exchange Act.
  Changes in Internal Control Over Financial Reporting
  Rule 13a-15(f)
  ITEM 9B.
    OTHER
    INFORMATION  Form 10-K, Form 8-K Form 8-K
 127




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##### Table of Contents



PART III
  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS OF THE MANAGING MEMBER AND REGISTRANT AND
    CORPORATE GOVERNANCE  BUSINESSTHE MANAGING MEMBER.
  Name

Age

Position(s)Omar Asali


37


Director, Managing Director and Co-Head*Peter Ort


37


Director, Managing Director and Co-Head*Jennifer Barbetta


35


Director, Managing Director and Chief Financial OfficerKent A. Clark


43


Managing Director*Westley D. Chapman


41


Managing Director     *
    
    Kent A. Clark had been performing the responsibilities of
    principal executive officer since August 7, 2006. On
    March 26, 2008, Kent A. Clark notified the Company that,
    effective March 26, 2008, he would no longer serve on the
    Board of Directors of the Managing Member and as Managing
    Director and Chief Investment Officer of the Managing Member and
    would no longer be performing the responsibilities of the
    principal executive officer of the Managing Member. On
    March 26, 2008, the Managing Member elected Omar Asali and
    Peter Ort to the Board of Directors of the Managing Member and
    appointed them as Co-Heads of the Managing Member. Effective
    March 26, 2008, Omar Asali and Peter Ort will jointly be
    performing the responsibilities of the principal executive
    officer of the Managing Member.      Omar Asali
  Peter Ort 1996-2000, 1991-1992.
 128




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##### Table of Contents



Jennifer Barbetta
  Kent A. Clark
  Westley D. Chapman
  Compliance
    with Section 16(a) of the Securities Exchange Act of
    1934
    Code of
    Ethics
  Form 10-K Form 8-K.
 129




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##### Table of Contents



Form 10-K,
  Corporate
    Governance
  Nominating Committee and Compensation Committee
  Section 10A-3
  Audit Committee and Audit Committee Financial Expert
  Section 10A-3
    
    reviewed and discussed the financial statements with management
    of the Managing Member responsible for the management and
    operations of the Company;
    discussed with the independent auditors the matters required to
    be discussed by the statement of Auditing Standards No. 61,
    as amended, as adopted by the Public Company Accounting
    Oversight Board in Rule 3200T;
    received the written disclosures and the letters from the
    independent accountants required by Independence Standards Board
    Standard No. 1, as adopted by the Public Company Accounting
    Oversight Board in Rule 3600T, and has discussed with the
    independent accountant, the independent accountants
    independence; and based on the review and discussions referred
    to above, the Board of Directors of the Managing Member
    recommended that the audited financial statement be included in
    the Companys Annual Report for filing with the SEC.    Advisory Committee
   130




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##### Table of Contents



Board Meetings and Committees; Annual Meeting Attendance;
    Shareholder Communications
        ITEM 11.
    EXECUTIVE
    COMPENSATION    BUSINESS FEES AND
    EXPENSES.
  Fee Type

Fee AmountManagement Fee paid or payable by the Company

$
8,636,414Incentive Allocation paid or payable by the Company

$
3,919,729Placement Fee paid or payable by the Company to Goldman Sachs

$
   ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Security
    Ownership of Certain Beneficial Owners
    Security
    Ownership of Management
   131




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##### Table of Contents



Percentage of AllInvestorsNumber of Units


Name of Beneficial
    Owner

Interests0


Omar Asali


0


Peter Ort


0


Jennifer Barbetta


0


Kent A. Clark


0


Westley D. Chapman


0


Directors and executive officers as a group


   Changes
    in Control
    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  BUSINESSPOTENTIAL CONFLICTS OF
    INTEREST
  BUSINESSPOTENTIAL
    CONFLICTS OF INTEREST
  BUSINESSPOTENTIAL CONFLICTS OF INTEREST.
  BUSINESSINVESTMENT
    PROGRAMInvestment Objective and Approach
  BUSINESSFEES AND EXPENSES
     132




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##### Table of Contents



Regulation S-K,
    Director
    Independence
  Section 10A-3
  Brokerage
       133




---



##### Table of Contents



Placement
    Agent
   134




---



##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES    Year Ended December 31,2007


2006Audit Fees

$
146,000


$
134,000Audit-Related Fees

$



$
Tax Fees(1)

$
65,000


$
61,900All Other Fees

$



$
Total

$
211,000


$
195,900     (1)
    
    Tax services primarily involve assistance with the preparation
    of tax returns and K-1s.   135




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES    Financial Statements
  PageDescription of Financial
    Statements

NumberGoldman Sachs Hedge Fund Partners, LLC Financial StatementsReport of Ernst & Young LLP, Independent Registered
    Public Accounting Firm


F-2Schedule of Investments as of December 31, 2007 and 2006


F-3Balance Sheet as of December 31, 2007 and 2006


F-4Statement of Operations for the years ended December 31,
    2007, 2006 and 2005


F-5Statement of Changes in Members Equity for the years ended
    December 31, 2007, 2006 and 2005


F-6Statement of Cash Flows for the years ended December 31,
    2007, 2006 and 2005


F-7Notes to Financial Statements


F-8   2.
    Financial Statement Schedules.    List of Exhibits
  page E-1.
 136




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##### Table of Contents



SIGNATURES
    
  
  
 
  137




---



##### Table of Contents



INDEX
    OF EXHIBITS
  Exhibit No.

Description3
*

Copy of Amended and Restated Limited Liability Company Agreement
    of Goldman Sachs Hedge Fund Partners, LLC dated
    January 1, 2006 (Note: the LLC Agreement also defines the
    rights of the holders of Units of the Company) (filed as
    Exhibit 3 to the
    Form 8-K,
    filed January 6, 2006, and incorporated herein by
    reference).10.1
*

Copy of Amended and Restated Limited Liability Company Agreement
    of Goldman Sachs Global Tactical Trading, LLC, dated as of
    January 1, 2006 (filed as Exhibit 10.1 to the
    Form 8-K,
    filed January 6, 2006, and incorporated herein by
    reference).10.2


Copy of Amended and Restated Limited Liability Company Agreement
    of Goldman Sachs Global Equity Long/Short, LLC, dated as of
    January 1, 2008.10.3
*

Copy of Amended and Restated Limited Liability Company Agreement
    of Goldman Sachs Global Relative Value, LLC, dated as of
    January 1, 2006 (filed as Exhibit 10.3 to the
    Form 8-K,
    filed January 6, 2006, and incorporated herein by
    reference).10.4
*

Copy of Amended and Restated Limited Liability Company Agreement
    of Goldman Sachs Global Event Driven, LLC, dated as of
    January 1, 2006 (filed as exhibit 10.4 to the
    Form 8-K,
    filed January 6, 2006, and incorporated herein by
    reference).10.5


Form of Amended and Restated Limited Liability Company Agreement
    of Goldman Sachs Global Fundamental Strategies, LLC, to be dated
    as of April 1, 2008.10.6


Copy of Limited Liability Company Agreement of Goldman Sachs HFP
    Opportunistic Fund, LLC, dated as of June 25, 2007.10.7
*

Distribution Agreement between Goldman Sachs Hedge
    Fund Partners, LLC and Goldman, Sachs & Co. dated
    March 1, 2002 (filed as Exhibit 10.5 to the
    Form 10, filed April 29, 2004, and incorporated herein
    by reference).10.8
*

Administration Agreement between Goldman Sachs Hedge
    Fund Partners, LLC and Goldman Sachs Hedge
    Fund Strategies LLC (formerly Goldman Sachs Princeton
    LLC) dated March 1, 2002 (filed as Exhibit 10.6
    to the Form 10, filed April 29, 2004, and incorporated
    herein by reference).10.9
*

Administration Agreement between Goldman Sachs Hedge
    Fund Partners, LLC and SEI Global Services, Inc. dated
    February 9, 2007 (filed as Exhibit 10.7 to the
    Form 10-K,
    filed April 2, 2007, and incorporated herein by reference).14.1
*

Code of Ethics for Goldman Sachs Hedge Fund Partners, LLC
    (filed as Exhibit 14.1 to the
    Form 10-K,
    filed March 29, 2005, and incorporated herein by reference).14.2
*

Amended Code of Ethics for Goldman Sachs Hedge
    Fund Strategies LLC (filed as Exhibit 14.2 to the
    Form 10-K,
    filed April 2, 2007, and incorporated herein by reference).31.1


Certification in the form prescribed by
    Rule 13a-14(a)
    or 15d-14(a) under the Securities Exchange Act of 1934.31.2


Certification in the form prescribed by
    Rule 13a-14(a)
    or 15d-14(a) under the Securities Exchange Act of 1934.31.3


Certification of Chief Financial Officer in the form prescribed
    by
    Rule 13a-14(a)
    or 15d-14(a) under the Securities Exchange Act of 1934.32.1


Certification in the form prescribed by 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.32.2


Certification in the form prescribed by 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.32.3


Certification of Chief Financial Officer in the form prescribed
    by 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.     *
    Previously filed E-1




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##### Table of Contents



INDEX OF
    FINANCIAL STATEMENTS
  PageDescription of Financial
    Statements

NumberGoldman Sachs Hedge Fund Partners, LLC Financial StatementsReport of Ernst & Young LLP, Independent Registered
    Public Accounting Firm

F-2Schedule of Investments as of December 31, 2007 and 2006

F-3Balance Sheet as of December 31, 2007 and 2006

F-4Statement of Operations for the years ended December 31,
    2007, 2006 and 2005

F-5Statement of Changes in Members Equity for the years ended
    December 31, 2007, 2006 and 2005

F-6Statement of Cash Flows for the years ended December 31,
    2007, 2006 and 2005

F-7Notes to Financial Statements

F-8  F-1




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##### Table of Contents



Report of
    Ernst & Young LLP
    Independent Registered Public Accounting Firm
               F-2




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##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
  Schedule of Investments
  December 31, 2007 and 2006
  2007


2006% of


% of adjusted





% of


% of adjustedFair


members


members


Fair


members


membersInvestee

value


equity(1)


equity(2)


value


equity(1)


equity(2)Goldman Sachs Global Equity Long/Short, LLC

$
225,759,808



33.16
%


32.09
%

$
243,737,514



36.81
%


35.54
%Goldman Sachs Global Fundamental Strategies, LLC


257,594,595



37.84
%


36.62
%


240,699,867



36.36
%


35.10
%Goldman Sachs Global Relative Value,
    LLC


84,319,166



12.38
%


11.99
%


98,479,997



14.87
%


14.36
%Goldman Sachs Global Tactical Trading,
    LLC


97,949,282



14.39
%


13.92
%


103,332,963



15.61
%


15.07
%Goldman Sachs HFP Opportunistic Fund, LLC


36,813,437



5.41
%


5.23
%










Total investments (cost $532,669,888 and $554,997,009,
    respectively)

$
702,436,288



103.18
%


99.85
%

$
686,250,341



103.65
%


100.07
%       December 31, 2007% ofProportionate


% of


AdjustedUnderlying


Share of


Members


MembersInvestee

Investment


Fair Value


Equity(1)


Equity(2)Goldman Sachs Global Fundamental Strategies, LLC


Eton Park Fund, L.P.


$
38,952,802



5.72
%


5.54
%     (1)
    
    Members equity used in the calculation of the investments
    as a percentage of members equity, is reduced for member
    redemptions that are paid after the balance sheet date.(2)
    
    Adjusted members equity used in the calculation of the
    underlying investments as a percentage of adjusted members
    equity, represents members equity excluding Redemptions
    payable in the amount of $22,708,145 at December 31, 2007
    and $23,701,199 at December 31, 2006. F-3




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##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
  BALANCE
    SHEET
  December 31,
    2007 and 2006
  2007


2006ASSETSAssets:Investments (cost $532,669,888 and $554,997,009, respectively)

$
702,436,288


$
686,250,341Cash and cash equivalents


3,425,673



1,224,850Total assets

$
705,861,961


$
687,475,191LIABILITIES AND MEMBERS EQUITYLiabilities:Redemptions payable

$
22,708,145


$
23,701,199Due to managing member


2,181,659



1,415,426Due to bank


6,889



15,592Accounts payable and accrued liabilities


181,186



268,500Total liabilities


25,077,879



25,400,717Members equity (units outstanding 4,588,504.15 and
    4,928,239.53, respectively)


680,784,082



662,074,474Total liabilities and members equity

$
705,861,961


$
687,475,191Analysis of members equity:Net capital contributions, accumulated net investment
    income/(loss) and realized profit/(loss)

$
511,017,682


$
530,821,142Accumulated net unrealized profit/(loss)

$
169,766,400


$
131,253,332    F-4




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##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
  STATEMENT
    OF OPERATIONS
  For the
    years ended December 31, 2007, 2006 and 2005
  2007


2006


2005Income from trading:Equity in earnings of investees:Realized profit/(loss)

$
49,362,879


$
119,798,202


$
38,871,694Changed in unrealized profit/(loss)


38,513,068



(43,777,793
)


27,944,887Net trading profit/(loss)


87,875,947



76,020,409



66,816,581Interest income


326,730



476,147



161,801Expenses:Management fee


8,636,414



9,131,947



13,560,772Professional fees


632,679



481,551



1,237,030Interest expense


283,897



252,759



37,747Miscellaneous expenses


255,106



60,654



1,199Total expenses


9,808,096



9,926,911



14,836,748Net investment income/(loss)


(9,481,366
)


(9,450,764
)


(14,674,947
)Net income/(loss)


78,394,581



66,569,645



52,141,634Less: Incentive allocation to the Managing Member


3,919,729



3,328,482



2,615,216Net income/(loss) available for pro-rata allocation to members

$
74,474,852


$
63,241,163


$
49,526,418    F-5




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##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
  STATEMENT OF CHANGES IN MEMBERS EQUITY
  For the years ended December 31, 2007, 2006 and 2005
  Managing








Totalmembers


Members


Members


membersequity


units


equity


equityBalance at December 31, 2004

$




8,106,803.34


$
957,455,233


$
957,455,233Subscriptions






2,253,291.93



225,329,193



225,329,193Redemptions


(2,615,216
)


(3,708,281.88
)


(457,711,961
)


(460,327,177
)Share class conversion






(144,688.21
)






Allocations of net income/(loss):Incentive allocation


2,615,216











2,615,216Pro-rata allocation










49,526,418



49,526,418Balance at December 31, 2005






6,507,125.18



774,598,883



774,598,883Subscriptions






418,830.00



41,883,000



41,883,000Redemptions


(3,328,482
)


(1,650,633.46
)


(217,648,572
)


(220,977,054
)Share class conversion






(347,082.19
)






Allocations of net income/(loss):Incentive allocation


3,328,482











3,328,482Pro-rata allocation










63,241,163



63,241,163Balance at December 31, 2006






4,928,239.53



662,074,474



662,074,474Subscriptions






430,805.00



43,080,500



43,080,500Redemptions


(3,919,729
)


(671,424.67
)


(98,845,744
)


(102,765,473
)Share class conversion






(99,115.71
)






Allocations of net income/(loss):Incentive allocation


3,919,729











3,919,729Pro-rata allocation










74,474,852



74,474,852Balance at December 31, 2007

$




4,588,504.15


$
680,784,082


$
680,784,082    F-6




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##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
  STATEMENT OF CASH FLOWS
  For the years ended December 31, 2007, 2006 and 2005
  2007


2006


2005Cash flows from operating activitiesNet income/(loss)

$
78,394,581


$
66,569,645


$
52,141,634Adjustments to reconcile net income/(loss) to net cash from
    operating activities:Purchases of investments


(100,310,000
)


(92,900,000
)


(192,640,000
)Proceeds from sales of investments


172,000,000



607,000,001



228,080,000Realized profit/(loss) from sales of Investments


(49,362,879
)


(119,798,202
)


(38,871,694
)Change in unrealized profit/(loss)


(38,513,068
)


43,777,793



(27,944,887
)(Increase)/decrease in operating assets:Other assets










Increase/(decrease) in operating liabilitiesDue to managing member


766,233



(905,688
)


(926,660
)Accounts payable and accrued liabilities


(87,314
)


(314,540
)


(339,466
)Net cash from operating activities


62,887,553



503,429,009



19,498,927Cash flows from financing activitiesSubscriptions


43,080,500



41,883,000



225,329,193Redemptions


(103,758,527
)


(544,799,451
)


(241,350,217
)Proceeds from loan


20,283,897



79,732,020



13,448,144Repayments of loan


(20,292,600
)


(79,726,540
)


(16,438,032
)Net cash from financing activities


(60,686,730
)


(502,910,971
)


(19,010,912
)Net change in cash and cash equivalents


2,200,823



518,038



488,015Cash and cash equivalents at beginning of year


1,224,850



706,812



218,797Cash and cash equivalents at end of year

$
3,425,673


$
1,224,850


$
706,812Supplemental disclosure of cash flow informationCash paid by the Company during the year for interest

$
292,600


$
247,279


$
27,635    F-7




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##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
  NOTES TO
    FINANCIAL STATEMENTS
  December 31,
    2007
  Note 1 
    Significant
    accounting policies  Organization
    and basis of financial statements
        Consolidation
   F-8




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##### Table of Contents



December 31, 2007% owned


Adjusted


Adjusted%Company


Investee


by the


Investee


owned by theinvestment


equity(1)


Company(1)


equity(2)


Company(2)GELS

$
225,759,808


$
766,588,143



29.45%


$
843,755,327



26.76%GFS


257,594,595



972,766,382



26.48%



1,060,284,572



24.29%GRV


84,319,166



252,699,023



33.37%



319,010,784



26.43%GTT


97,949,282



204,678,528



47.86%



239,742,530



40.86%HFPO


36,813,437



93,157,724



39.52%



93,157,724



39.52%Total

$
702,436,288   December 31, 2006% owned


Adjusted


Adjusted %Company


Investee


by the


Investee


owned by theinvestment


equity(1)


Company(1)


equity(2)


Company(2)GELS

$
243,737,514


$
834,038,536



29.22
%

$
885,765,989



27.52
%GFS


240,699,867



917,260,045



26.24
%


958,045,903



25.12
%GRV


98,479,997



314,304,435



31.33
%


340,185,617



28.95
%GTT


103,332,963



244,658,889



42.24
%


287,382,985



35.96
%Total

$
686,250,341     (1)
    
    The Investees equity used in the calculation of the
    percentage owned by the Company is reduced for member
    redemptions from the Investees that are paid after the balance
    sheet date.(2)
    
    The Adjusted Investees Equity used in the calculation of
    the percentage owned by the Company represents Investees
    equity excluding Redemptions payable at December 31, 2006
    and December 31, 2007.  Equity in
    earnings of investees
    Cash and
    cash equivalents
    Allocation
    of net income/(loss)
    Subscriptions
    and redemptions
   F-9




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##### Table of Contents



Income
    taxes
    Indemnifications
    Note 2 
    Investments      lock-up
 F-10




---



##### Table of Contents



Year Ended December 31,Investee

Liquidity


2007


2006


2005GELS


(1
)

$
26,022,295


$
27,640,603


$
25,751,277GFS


(2
)


45,144,727



33,856,614



20,855,652GRV


(3
)


4,339,169



8,751,105



12,266,713GTT


(4
)


14,366,319



5,772,087



7,942,939HFPO


(5
)


(1,996,563
)






Total





$
87,875,947


$
76,020,409


$
66,816,581     (1)
    
    Effective January 1, 2008, redemptions can be made
    quarterly with 61 days notice, or at the sole discretion of
    the Managing Member. Prior to January 1, 2008, redemptions
    could be made quarterly with 45 days notice, or at the sole
    discretion of the Managing Member.(2)
    
    Effective January 1, 2008, redemptions can be made
    quarterly on or after the first anniversary of the initial
    purchase of the units with 91 days notice, or at the sole
    discretion of the Managing Member. Prior to January 1,
    2008, redemptions could be made quarterly with 91 days
    notice, or at the sole discretion of the Managing Member.(3)
    
    Redemptions can be made quarterly with 91 days notice, or
    at the sole discretion of the Managing Member.(4)
    
    Redemptions can be made quarterly with 60 days notice, or
    at the sole discretion of the Managing Member.(5)
    
    Redemptions can be made quarterly on or after the first
    anniversary of the initial purchase of the units with at least
    91 days notice or at the sole discretion of the Managing
    Member.  Goldman
    Sachs Global Equity Long/Short, LLC
    Goldman
    Sachs Global Fundamental Strategies, LLC
    Goldman
    Sachs Global Relative Value, LLC
   F-11




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##### Table of Contents



Goldman
    Sachs Global Tactical Trading, LLC
    Goldman
    Sachs HFP Opportunistic Fund, LLC
      2007


2006


2005Management


Incentive


Management


Incentive


Management


IncentiveInvestee

fees


fee


fees


fee


fees


feeGELS


1.49
%


20.22
%


1.60
%


19.91
%


1.50
%


19.94
%GFS


1.51
%


19.77
%


1.51
%


19.91
%


1.47
%


19.92
%GRV


1.51
%


20.91
%


1.64
%


20.98
%


1.65
%


20.88
%GTT


2.09
%


22.70
%


2.11
%


21.71
%


2.02
%


20.63
%HFPO


1.56
%


20.18
%


n/a



n/a



n/a



n/a       Investee

12/31/2007


12/31/2006GELS

$
168,574,601


$
193,158,402GFS


171,521,192



178,904,875GRV


76,051,896



90,318,077GTT


77,712,199



92,615,655HFPO


38,810,000



Total

$
532,669,888


$
554,997,009   Note 3 
    Fees     F-12




---



##### Table of Contents



Note 4 
    Risk
    Management          Note 5 
    Related
    parties          Note 6 
    Borrowing
    facility  364-day
 F-13




---



##### Table of Contents



Note 7 
    New
    accounting pronouncements      Note 8 
    Members
    equity   F-14




---



##### Table of Contents



Year ended December 31, 2007


Year ended December 31, 2006


Year ended December 31, 2005Units


Amount


Units


Amount


Units


AmountShare ClassConversionClass ASeries 1


319,714.29


$
43,832,922



1,747,528.47


$
219,744,215



911,205.28


$
109,573,710Series 2


















(687.41
)


(71,818
)Series 3


















(83,221.74
)


(8,734,155
)Series 4


















(12,734.34
)


(1,346,355
)Series 5


















(17,500.00
)


(1,850,110
)Series 6


















(298,400.00
)


(31,325,187
)Series 7


















(412,100.00
)


(42,863,013
)Series 8


















(231,250.00
)


(23,383,072
)Series 9










(210,475.70
)


(22,009,240
)






Series 10










(494,654.82
)


(52,022,308
)






Series 11










(303,250.00
)


(31,573,596
)






Series 12










(263,000.00
)


(27,533,177
)






Series 13










(279,367.65
)


(29,690,733
)






Series 14










(276,499.99
)


(29,272,927
)






Series 15










(128,500.00
)


(13,455,578
)






Series 16










(52,500.00
)


(5,421,351
)






Series 17










(10,000.00
)


(1,023,103
)






Series 18










(51,262.50
)


(5,179,803
)






Series 19










(12,000.00
)


(1,233,270
)






Series 20










(13,100.00
)


(1,329,129
)






Series 21


(20,000.00
)


(2,180,597
)














Series 22


(126,060.00
)


(13,362,621
)














Series 23


(17,500.00
)


(1,846,363
)














Series 24


(16,500.00
)


(1,713,051
)














Series 25


(26,000.00
)


(2,660,197
)














Series 26


(5,000.00
)


(521,404
)














Series 27


(19,000.00
)


(1,990,075
)














Series 28


(79,750.00
)


(8,361,171
)














Series 29


(20,000.00
)


(2,081,244
)














Series 30


(6,020.00
)


(630,689
)














Series 31


(39,000.00
)


(4,025,172
)














Series 32


(44,000.00
)


(4,460,338
)














(99,115.71
)

$




(347,082.19
)

$




(144,688.21
)

$
   F-15




---



##### Table of Contents



Year ended December 31, 2007


Year ended December 31, 2006


Year ended December 31, 2005Units


Amount


Units


Amount


Units


AmountSubscriptions Class ASeries 9





$







$




244,566.36


$
24,456,636Series 10


















546,895.41



54,689,541Series 11


















313,250.00



31,325,000Series 12


















282,000.00



28,200,000Series 13


















305,217.66



30,521,766Series 14


















294,000.00



29,400,000Series 15


















128,500.00



12,850,000Series 16


















52,500.00



5,250,000Series 17


















10,000.00



1,000,000Series 18


















51,262.50



5,126,250Series 19


















12,000.00



1,200,000Series 20


















13,100.00



1,310,000Series 21










20,000.00



2,000,000







Series 22










126,060.00



12,606,000







Series 23










17,500.00



1,750,000







Series 24










16,500.00



1,650,000







Series 25










26,000.00



2,600,000







Series 26










5,000.00



500,000







Series 27










19,000.00



1,900,000







Series 28










79,750.00



7,975,000







Series 29










20,000.00



2,000,000







Series 30










6,020.00



602,000







Series 31










39,000.00



3,900,000







Series 32










44,000.00



4,400,000







Series 33


10,000.00



1,000,000















Series 34


10,010.00



1,001,000















Series 35


27,595.00



2,759,500















Series 36


37,000.00



3,700,000















Series 37


34,000.00



3,400,000















Series 38


38,700.00



3,870,000















Series 39


31,750.00



3,175,000















Series 40


51,000.00



5,100,000















Series 41


75,000.00



7,500,000















Series 42


54,000.00



5,400,000















Series 43


27,750.00



2,775,000















Series 44


34,000.00



3,400,000















Total


430,805.00


$
43,080,500



418,830.00


$
41,883,000



2,253,291.93


$
225,329,193   F-16




---



##### Table of Contents



Year ended December 31, 2007


Year ended December 31, 2006


Year ended December 31, 2005Units


Amount


Units


Amount


Units


AmountRedemptions Class ASeries 1


671,424.67


$
98,845,744



1,650,633.46


$
217,648,572



3,549,600.61


$
441,034,885Series 9


















34,090.66



3,553,991Series 10


















52,240.59



5,492,810Series 11


















10,000.00



1,041,174Series 12


















19,000.00



1,989,089Series 13


















25,850.01



2,747,295Series 14


















17,500.01



1,852,717671,424.67


$
98,845,744



1,650,633.46


$
217,648,572



3,708,281.88


$
457,711,961     Year ended December 31, 2007


Year ended December 31, 2006


Year ended December 31, 2005Units


Amount


Units


Amount


Units


AmountNon-managing
    members Class ASeries 1


4,157,699.15


$
635,635,467



4,509,409.53


$
618,241,552



4,412,514.52


$
554,854,668Series 9


















210,475.70



22,009,240Series 10


















494,654.82



52,022,308Series 11


















303,250.00



31,573,596Series 12


















263,000.00



27,533,177Series 13


















279,367.65



29,690,733Series 14


















276,499.99



29,272,927Series 15


















128,500.00



13,455,578Series 16


















52,500.00



5,421,351Series 17


















10,000.00



1,023,103Series 18


















51,262.50



5,179,803Series 19


















12,000.00



1,233,270Series 20


















13,100.00



1,329,129Series 21










20,000.00



2,180,597







Series 22










126,060.00



13,362,621







Series 23










17,500.00



1,846,363







Series 24










16,500.00



1,713,051







Series 25










26,000.00



2,660,197







Series 26










5,000.00



521,404







Series 27










19,000.00



1,990,075







Series 28










79,750.00



8,361,171







Series 29










20,000.00



2,081,244







Series 30










6,020.00



630,689







Series 31










39,000.00



4,025,172







Series 32










44,000.00



4,460,338







Series 33


10,000.00



1,115,107















Series 34


10,010.00



1,098,794















Series 35


27,595.00



3,005,067















Series 36


37,000.00



3,993,991















 F-17




---



##### Table of Contents



Year ended December 31, 2007


Year ended December 31, 2006


Year ended December 31, 2005Units


Amount


Units


Amount


Units


AmountSeries 37


34,000.00



3,611,289















Series 38


38,700.00



4,022,981















Series 39


31,750.00



3,283,841















Series 40


51,000.00



5,280,566















Series 41


75,000.00



7,918,349















Series 42


54,000.00



5,608,852















Series 43


27,750.00



2,785,064















Series 44


34,000.00



3,424,714















Subtotal


4,588,504.15


$
680,784,082



4,928,239.53


$
662,074,474



6,507,125.18


$
774,598,883Managing member






















Total members equity





$
680,784,082






$
662,074,474






$
774,598,883   Note 9 
    Financial
    highlights    2007


2006


2005Class A


Class A


Class ASeries 1


Series 1


Series 1Per unit operating performance:Net asset value, beginning of period

$
137.10


$
125.75


$
120.25Income from operations:Net trading profit/(loss)


18.63



13.67



7.44Net investment income/(loss)(1)(2)


(2.85
)


(2.32
)


(1.94
)Total income/(loss) from operations


15.78



11.35



5.50Net asset value, end of period

$
152.88


$
137.10


$
125.75Ratios to average net assets(3)Expenses


1.42
%


1.36
%


1.36
%Incentive allocation


0.57
%


0.46
%


0.22
%Total expenses and incentive allocation


1.99
%


1.82
%


1.58
%Net investment income/(loss)


(1.95
)%


(1.76
)%


(1.57
)%Total return (prior to incentive allocation)(4)


12.12
%


9.51
%


4.79
%Incentive allocation(4)


(0.61
)%


(0.48
)%


(0.22
)%Total return(4)


11.51
%


9.03
%


4.57
%   (1)
    
    Net investment income/(loss) is calculated based on average
    units outstanding during the period.(2)
    
    Includes incentive allocation.(3)
    
    The ratios of expenses and net investment/(loss) to average net
    assets are calculated by dividing total expenses and net
    investment income/(loss), respectively, by the month end average
    net assets for the period. The ratios to average net assets
    calculated above do not include the Companys proportionate
    share of the net investment income and expenses of the
    Investees. The ratios to average net assets for each member may
    vary based on individualized fee structures and the timing of
    capital transactions. F-18




---



##### Table of Contents



(4)
    
    The components of total return are calculated by dividing the
    change in the per share value of each component for the period
    by the NAV per share at the beginning of the period. The total
    return for Class A Series 1 is calculated taken as a
    whole. The total return for each member may vary based on
    individualized fee structures and the timing of capital
    transactions.    Note 10 
    Subsequent
    events   F-19