##### Table of Contents





UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2008oro

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

04-3638229State or Other Jurisdiction
    of

(I.R.S. EmployerIncorporation or
    Organization)

Identification No.)One New York Plaza

10004New York, New York

(Zip Code)(Address of Principal Executive
    Offices)   (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
    (Do not check if a smaller
    reporting company)

Smaller reporting company
    o   Rule 12b-2 o þ
    Documents Incorporated By Reference




---



##### 





TABLE OF
    CONTENTS
  PagePART IITEM 1.

BUSINESS


3ITEM 1A.

RISK FACTORS


63ITEM 1B.

UNRESOLVED STAFF COMMENTS


106ITEM 2.

PROPERTIES


107ITEM 3.

LEGAL PROCEEDINGS


107ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


107PART IIITEM 5.

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


108ITEM 6.

SELECTED FINANCIAL DATA


110ITEM 7.

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


111ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


133ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


136ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


137ITEM 9A(T).

CONTROLS AND PROCEDURES


137ITEM 9B.

OTHER INFORMATION


138PART IIIITEM 10.

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


139ITEM 11.

EXECUTIVE COMPENSATION


142ITEM 12.

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


142ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


143ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES


146PART IVITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


147EX-31.1:

CERTIFICATIONEX-31.2:

CERTIFICATIONEX-32.1:

CERTIFICATIONEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONS   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
  RISK FACTORS
    PERFORMANCE OF THE COMPANY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
      and/or
  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 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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 Determined Utilizing Valuations Provided by
    the Advisors Which are Generally not Audited;
 5




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##### Table of Contents



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,
    2008
  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

$
182,311,620



29.89
%


28.53
%GFS

$
212,189,214



34.79
%


33.21
%GRV

$
59,060,101



9.68
%


9.24
%GTT

$
119,121,670



19.53
%


18.65
%HFPO

$
42,106,058



6.91
%


6.59
%Total

$
614,788,663



100.80
%(3)


96.22
%(4)     (1)
    
    Members equity, used in the calculation of the fair value
    of the Investment Funds as a percentage of members equity,
    is reduced for member redemptions that are paid after the
    balance sheet date according to SFAS No. 150,
    Accounting for Certain Financial Instruments with
    Characteristics of both Liabilities and Equity.(2)
    
    Adjusted members equity, used in the calculation of the
    fair value of the Investment Funds as a percentage of adjusted
    members equity, represents members equity excluding
    Redemptions payable in the amount of $28,982,893 at
    December 31, 2008.(3)
    
    The total value of the Companys investments in the
    Investment Funds exceeded 100% of members equity because
    members equity reflected certain accrued liabilities of
    the Company, including fees and expenses and, in addition, also
    reflected Redemptions payable at December 31, 2008.(4)
    
    The total value of the Companys investment in the
    Investment Funds was less than 100% of adjusted members
    equity because adjusted members equity reflected cash and
    cash equivalents greater than total liabilities excluding
    Redemptions payable in the amount of $28,982,893 at
    December 31, 2008.  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 fair value
    of the Investment Funds as a percentage of members equity,
    is reduced for member redemptions that are paid after the
    balance sheet date according to SFAS No. 150,
    Accounting for Certain Financial Instruments with
    Characteristics of both Liabilities and Equity.(2)
    
    Adjusted members equity, used in the calculation of the
    fair value of the Investment Funds as a percentage of adjusted
    members equity, represents members equity excluding
    Redemptions payable in the amount of $22,708,145 at
    December 31, 2007.(3)
    
    The total value of the Companys investments in the
    Investment Funds exceeded 100% of members equity because
    members equity reflected certain accrued liabilities of
    the Company, including fees and expenses and, in addition, also
    reflected Redemptions payable at December 31, 2007. 6




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##### Table of Contents



(4)
    
    The total value of the Companys investment in the
    Investment Funds was less than 100% of adjusted members
    equity because adjusted members equity reflected cash and
    cash equivalents greater than total liabilities excluding
    Redemptions payable in the amount of $22,708,145 at
    December 31, 2007.  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 fair value
    of the Investment Funds as a percentage of members equity,
    is reduced for member redemptions that are paid after the
    balance sheet date according to SFAS No. 150,
    Accounting for Certain Financial Instruments with
    Characteristics of both Liabilities and Equity.(2)
    
    Adjusted members equity, used in the calculation of the
    fair value of the Investment Funds as a percentage of adjusted
    members equity, represents members equity excluding
    Redemptions payable in the amount of $23,701,199 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 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 fair value
    of the Investment Funds as a percentage of members equity,
    is reduced for member redemptions that are paid after the
    balance sheet date according to SFAS No. 150,
    Accounting for Certain Financial Instruments with
    Characteristics of both Liabilities and Equity.(2)
    
    Adjusted members equity, used in the calculation of the
    fair value of the Investment Funds as a percentage of adjusted
    members equity, represents members equity excluding
    Redemptions payable in the amount of $347,523,596 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. 7




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##### Table of Contents



December 31,
    2004
  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

$
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 fair value
    of the Investment Funds as a percentage of members equity,
    is reduced for member redemptions that are paid after the
    balance sheet date according to SFAS No. 150,
    Accounting for Certain Financial Instruments with
    Characteristics of both Liabilities and Equity.(2)
    
    Adjusted members equity, used in the calculation of the
    fair value of the Investment Funds as a percentage of adjusted
    members equity, represents members equity excluding
    Redemptions payable in the amount of $128,546,636 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.  PERFORMANCE
    OF THE COMPANY
  FEES AND
    EXPENSES
  January 1,
    2008  December 31, 2008
  Month of Issuance of

Net Return for PeriodSeries of Units (1)

Units

Outstanding (2)Class A Series 1




(13.71
)%Class A Series 45

January


(13.71
)%Class A Series 46

February


(12.20
)%Class A Series 47

March


(14.00
)%Class A Series 48

April


(12.45
)%Class A Series 49

May


(13.27
)%Class A Series 50

June


(14.85
)%Class A Series 51

July


(14.90
)%Class A Series 52

August


(12.59
)%Class A Series 53

September


(11.44
)%Class A Series 54

October


(6.48
)%Class A Series 55

November


(2.77
)%Class A Series 56

December


(0.97
)%     (1)
    
    As of December 31, 2008, 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. 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, 2008. 8




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##### Table of Contents



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 outstanding. The Class A
    Series Units 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.  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. 9




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##### Table of Contents



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.  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.   10




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##### Table of Contents



pro rata pro rata FEES AND EXPENSES
    Barclays


MSCICompany


3 Month


Aggregate


World


S&P 500Investment Period

(1)


LIBOR


Bond Index


Index


Index1/1/2008  12/31/2008


(13.71
)%


3.56
%


5.24
%


(40.71
)%


(37.00
)%1/1/2007  12/31/2007


11.51
%


5.32
%


6.96
%


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)
    
    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 45-56,
    Class A
    Series 33-44,
    Class A
    Series 21-32,
    Class A
    Series 9-20
    and Class A
    Series 2-8
    for 2008, 2007, 2006, 2005 and 2004, respectively.  Description
    of the Investment Funds and the Performance of the Investment
    Funds
  FEES AND EXPENSES
  Goldman
    Sachs Global Equity Long/Short, LLC
   11




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##### Table of Contents



Investment Period*

Net Return for Period1/1/2008  12/31/2008


(16.75
)%1/1/2007  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
%   *
    
    Net return is based on the performance of Class C
    Series 1 units. Class C Series 1 units
    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 return
    shown for 2004 is also net of the payment of an administration
    fee to GS HFS by GELS. The returns shown for 2005, 2006, 2007
    and 2008 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,
    2007 and 2008.  Goldman
    Sachs Global Fundamental Strategies, LLC
      Merger
    Arbitrage/Special Situations
  i.e.
 12




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##### Table of Contents



Credit
    Opportunities/Distressed Securities
        Investment Period*

Net Return for Period1/1/2008  12/31/2008


(18.70
)%1/1/2007  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
%   *
    
    Net return is based on the performance of Class C
    Series 1 units. Class C Series 1 units
    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 2004 are also net of the payment of an administration
    fee to GS HFS by GFS. The returns shown for 2005, 2006, 2007 and
    2008 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, 2007
    and 2008.  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 Period1/1/2008  12/31/2008


(9.37
)%1/1/2007  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
%   *
    
    Net return is based on the performance of Class C
    Series 1 units. Class C Series 1 units
    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 return
    shown for 2004 is also net of the payment of an 14




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##### Table of Contents



administration fee to GS HFS by GRV. The returns shown for 2005,
    2006, 2007 and 2008 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, 2007 and 2008.  Goldman
    Sachs Global Tactical Trading, LLC
        Investment Period*

Net Return for Period1/1/2008  12/31/2008


3.27
%1/1/2007  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
%   *
    
    Net return is based on the performance of Class C
    Series 1 units. Class C Series 1 units
    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 return
    shown for 2004 is also net of the payment of an administration
    fee to GS HFS by GTT. The returns shown for 2005, 2006, 2007 and
    2008 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, 2007
    and 2008. 15




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##### Table of Contents



Allocations
    to Other Investment Funds
  Goldman
    Sachs HFP Opportunistic Fund, LLC
        Investment Period*

Net Return for Period1/1/2008  12/31/2008


(4.51
)%7/1/2007  12/31/2007


(10.26
)%   *
    
    Net return is based on the performance of Class A
    Series 1 units. Class A Series 1 units
    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. Returns for
    periods less than one year are cumulative and not annualized.
    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
    and 2008.    Overview
    of the Investment Process of the Investment Funds
  i.e. i.e.
 16




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##### Table of Contents



i.e.
        PORTFOLIO COMPANIES Direct Allocations to Advisors
 17




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##### Table of Contents



Direct
    Allocations to Advisors
  i.e. Overview of the Investment Process of the
    Investment Funds
  INVESTMENT PROGRAMAllocation Among the Investment
    Funds
  pro rata FEES AND EXPENSES
  RISK
    FACTORS POTENTIAL CONFLICTS OF
    INTEREST
  Certain
    Considerations Relating to Limited Capacity of Potential
    Advisors
  non-U.S. investors
     18




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##### Table of Contents



and/or
  POTENTIAL CONFLICTS OF
    INTERESTPotential Conflicts Relating to the Selection of
    Advisors, the Sale of Units and the Allocation of Investment
    Opportunities
  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
 19




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RISK
    FACTORS POTENTIAL CONFLICTS OF
    INTEREST.
    MANAGEMENTS DISCUSSION
 20




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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
    i.e. pro rata
 21




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##### Table of Contents



RISK
    FACTORSInvestment Related RisksRisks Related to
    Issuers of SecuritiesAdvisor Special
    Investments
  Investment
    in Exchange-Traded Advisor Funds
    Co-Investment
    and Other Investment Opportunities
   22




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##### Table of Contents



PORTFOLIO
    COMPANIES
  Secondary
    Investments
  RISK
    FACTORS  Risks Associated with the Company Investing
    in Other Entities  Valuation of the Investment
    Funds Investments will be Determined Utilizing 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. RISK FACTORS 
    Risks Related to the Units, Liquidity of Units and the Offering
    of the Units  The Company has Limited Liquidity and
    Limited Rights for Redemption.
  Potential
    Types of Advisor Investments
  non-U.S. issuers,
  Economic
    Arrangements with Advisors
  and/or
 23




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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
  and/or and/or POTENTIAL
    CONFLICTS OF INTEREST
   24




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##### Table of Contents



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 non-U.S. persons
   25




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case-by-case FEES AND EXPENSES
      FEES AND EXPENSES
  pro rata
  pro rata pro rata FEES AND EXPENSES
 26




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##### Table of Contents



FEES AND
    EXPENSES
  Capital Accounts; Allocation of Gains and
    Losses
      Class ASeries 1Ratios to average net assets (annualized):Expenses


1.44
%Incentive allocation


0.00
%Total expenses and incentive allocation


1.44
%     27




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Fees and

Percentage

DollarExpenses

Amount

AmountManagement Fee


1.25%(1)


$
11,711(4)Incentive Allocation


5%(2)


$
0(4)Administration Fee


N/A(3)


$
469(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.(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 (as
    defined below). See Capital Accounts; Allocation
    of Gains and Losses.(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. SEI is 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 2008, 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, 2008.(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.  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
  Direct Allocations to
    Advisors pro
    rata
   28




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e.g
 29




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INDEMNIFICATION OF DIRECTORS AND
    OFFICERS winding-up
    pro rata
  and/or and/or pro rata
  RISK
    FACTORSGeneral RisksRisks Related to the Units,
    Liquidity of Units and the Offering of the 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
 30




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pro rata
  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
 31




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*

    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.             32




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THE
    MANAGING MEMBER
      www.adviserinfo.sec.gov
       33




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PERFORMANCE OF THE
    COMPANY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
  POTENTIAL CONFLICTS OF
    INTEREST POTENTIAL
    CONFLICTS OF INTEREST
    POTENTIAL
    CONFLICTS OF INTEREST
    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 for each Investment Fund   34




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and/or
  General Categories of Conflicts Associated with
    the Company and the Investment Funds and/or
  Potential Conflicts
    Relating to the Allocation of Investment Opportunities Among the
    Company or the Investment Funds and Other Goldman Sachs
    Accounts
   35




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Goldman
    Sachs or Intermediaries Financial and Other
    Interests and Relationships May Incentivize Goldman Sachs or
    Intermediaries to Promote the Sale of Units       36




---



##### Table of Contents



and/or
    and/or and/or
 37




---



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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
  pro rata
 38




---



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pro rata
  and/or and/or
  and/or pro rata make-up,
  and/or side-by-side and/or
  and/or
 39




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##### Table of Contents



non-U.S. investors
        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
   40




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Issues
    Relating to the Valuation of Assets by the Managing Member
    and/or
    Multiple Divisions or Units Within Goldman Sachs
     41




---



##### Table of Contents



and/or and/or
  Potential
    Conflicts Relating to Goldman Sachs Proprietary Activities
    and Activities on Behalf of Other Accounts
           42




---



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43




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and/or RISK FACTORS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 and/or
   44




---



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and/or and/or and/or and/or
     45




---



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Potential
    Conflicts in Connection with Investments in Goldman Sachs Money
    Market Funds  12b-1 i.e.
 46




---



##### Table of Contents



Potential
    Conflicts in Connection with Investments in Affiliated
    Funds    and/or
  Goldman
    Sachs May In-Source or Outsource    Potential
    Conflicts Related to the Valuation of Investments   47




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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    i.e. i.e.
    and/or and/or
 48




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##### Table of Contents



Potential
    Conflicts That May Arise When Goldman Sachs Acts in Commercial
    Capacities for the Company and the Investment Funds  mark-ups,
          The Board
    of Directors Lacks Independence   49




---



##### Table of Contents



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    and/or pro rata
   50




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##### Table of Contents



Other
    Potential Conflicts Relating to the Advisors Portfolio
    Management Activities
  Potential
    Restrictions and Issues Relating to Information Held by
    Advisors          Potential
    Conflicts Relating to an Advisors Proprietary Activities
    on Behalf of Other Accounts Managed by the Advisor     51




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52




---



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53




---



##### Table of Contents



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,
      12b-1 i.e.
  The
    Advisors May In-Source or Outsource    Potential
    Conflicts in Connection with Brokerage Transactions and Proxy
    Voting by the Advisors
     54




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##### Table of Contents



non-U.S. broker-dealers.
      e.g.
   55




---



##### Table of Contents



and/or 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
 56




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Safeguards
    Implemented by the Managing Member to Address Conflicts of
    Interest
      Conflicts
    Resulting From Other Business Dealings of the Managing Member
    and its Affiliates     57




---



##### Table of Contents



Conflicting
    Obligations to the Company and Other Advisory Accounts      Personal
    Interests of Advisory Personnel
    his/her
   58




---



##### Table of Contents



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
 59




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##### Table of Contents



Compensation for Errors.
  Notification of Compensable Errors.
  Errors by Advisors.
  Reprocessing NAV Errors and Compensation of
    Members. Identification of Compensable
    Errors
   60




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##### Table of Contents



COMPETITION
    FISCAL
    YEAR
    EMPLOYEES
    SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS
    
    investment strategies and allocations of assets;
    future performance;
    the Companys liquidity position; and
    trends in the Investment Sectors.      RISK FACTORS
 61




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62




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##### Table of Contents



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
  BUSINESSPERFORMANCE OF THE
    COMPANYDescription of the Investment Funds and the
    Performance of the Investment Funds
   63




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##### Table of Contents



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
  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK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
   64




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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
 65




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The
    Company Does Not Currently Intend to Participate in New Issues
    Which May Limit Potential Gains
     66




---



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Risks
    Related to the Companys Regulatory Environment
  Limited
    Regulatory Oversight; Members not Afforded Protection of
    Investment Company Act
         67




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##### Table of Contents



Rule 501(a)(1)-(3),
  Regulation as a Bank Holding Company
  Legal,
    Tax and Regulatory Risks; Disclosure of Information Regarding
    Members
  Regulation as a Bank Holding Company
  and/or and/or
  Regulation
    as a Bank Holding Company
   68




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##### Table of Contents



and/or Potential Conflicts
    of Interest
    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
     69




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##### Table of Contents



and/or Risks Related to Issuers of
    SecuritiesAdvisor Special Investments
 70




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##### Table of Contents



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
  Risks Related to Issuers
    of SecuritiesAdvisor Special Investments
 71




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##### Table of Contents



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 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
     72




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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
    i.e. pro rata
   73




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Investing
    Prior to Receipt of Subscription Monies and Prior to the
    Effective Date of Subscriptions
    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
   74




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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
   75




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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 Advisors Portfolios and
    Members Assume the Risk that Advisors May Knowingly Misrepresent
    Information Which Could Have a Material Negative Impact on the Risks Associated with
    the Company Investing in Other EntitiesValuation of the
    Investment Funds Investments Will be Determined Utilizing
    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 THE MANAGING
    MEMBER Error and Error Correction Policy
   76




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The Other
    Business Activities and Relationships of Goldman Sachs and the
    Companys Advisors May Create Conflicts of
    Interest
  BUSINESS 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
    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
   77




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##### Table of Contents



BUSINESS FEES AND
    EXPENSES
      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
 78




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##### Table of Contents



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
  BUSINESS PERFORMANCE OF THE
    COMPANYCertain Considerations Relating to Limited Capacity
    of Potential Advisors e.g
  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
   79




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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 Determined
    Utilizing 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 Advisors Portfolios and
    Members Assume the Risk that Advisors May Knowingly Misrepresent
    Information Which Could Have a Material Negative Impact on the
    Company
     80




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##### Table of Contents



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 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
  Investment
    Fund Allocations to Advisor Funds are Difficult to Monitor
    and Control
    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
   81




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##### Table of Contents



Advisor
    Redemption Holdbacks and Other Advisor Fund Liquidity
    Restrictions May Adversely Affect Remaining Members
  Risks Related to the Units, Liquidity of Units
    and the Offering of the Units The Company has
    Limited Liquidity and Limited Rights for Redemption
    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
 82




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##### Table of Contents



Risks on
    Liquidation
    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 and/or
 83




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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
  BUSINESS PERFORMANCE OF THE
    COMPANYCertain Considerations Relating to Limited Capacity
    of Potential Advisors
  BUSINESS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
   84




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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
 85




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##### Table of Contents



Investment
    Related Risks
    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
   86




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##### Table of Contents



Competition
    The Use
    of Leverage May Substantially Increase the Adverse Impact to
    Which the Investment Funds Investment Portfolios May be
    Subject
  BUSINESS PERFORMANCE OF THE
    COMPANYHedging, Leverage and Other Strategies
       87




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##### Table of Contents



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.
     88




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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
 89




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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
     90




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##### Table of Contents



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
   91




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##### Table of Contents



Failure of the Investment Funds
    Counterparties, Brokers, and Exchanges Exposes Investment Funds
    to Credit Risks in Various Forms
  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
     92




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##### Table of Contents



Third
    Party Co-Investment with Advisor Funds
    Reliance
    on Technology
    Third-Party
    Use of Publicly Available Information or Similar Trading
    Strategies
   93




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##### Table of Contents



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
  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
 94




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##### Table of Contents



Investment
    in Emerging Markets Involves Significant Risks, Including
    Inflation and Currency Devaluations
    non-U.S. securities
    Privatizations
  i.e.
 95




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##### Table of Contents



Foreign
    Currency Transactions and Exchange Rate Risk Create Additional
    Risks for Advisors Investing in Certain Financial
    Instruments
  non-U.S. currencies
  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
       96




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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.
   97




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##### Table of Contents



and/or
  High
    Yield Debt Investments are Subject to Significant Risks of
    Default, Illiquidity and Volatility
      Other
    Debt Instruments; CBOs and CLOs
    i.e.
   98




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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.
    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
   99




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##### Table of Contents



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
    Credit
    Default Swaps
  and/or
 100




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##### Table of Contents



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
    Restricted
    and Illiquid Investments May Prevent Prompt Liquidation of
    Unfavorable Positions Resulting in Substantial Loss
      non-U.S. exchanges
 101




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##### Table of Contents



Risks
    Related to Issuers of Securities
  The
    Issuers of Securities Acquired by Advisors will Sometimes Face a
    High Degree of Business and Financial Risk
        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
   102




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Investments
    in Issuers of Indebtedness May be Adversely Affected in the
    Event of an Issuers Insolvency
      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
 103




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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
  Additional
    Investment Risks of Certain Advisor Funds
  non-U.S. general
      Advisor
    Special Investments
   104




---



##### Table of Contents



and/or
     105




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##### Table of Contents



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   106




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##### Table of Contents



ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   107




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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


Low3/31/07


$
141.61


$
139.276/30/07


$
147.79


$
143.919/30/07


$
147.63


$
144.7812/31/07


$
152.88


$
151.773/31/08


$
153.37


$
150.256/30/08


$
154.91


$
152.119/30/08


$
150.92


$
141.0612/31/08


$
135.68


$
131.92     Record
    Holders of Units of the Company
    Distributions
    Recent
    Sales of Unregistered Units and Use of Proceeds
  Form 10-Q Form 8-K.
 108




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Purchases
    of Units by the Company and Affiliated Purchasers
    Form 10-Q. EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES
  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. 109




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##### Table of Contents



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

2008


2007


2006


2005


2004Net trading profit/(loss)

$
(91,647,625
)

$
87,875,947


$
76,020,409


$
66,816,581


$
72,018,387Total expenses

$
9,978,508


$
9,808,096


$
9,926,911


$
14,836,748


$
14,457,852Net income/(loss)

$
(101,224,791
)

$
78,394,581


$
66,569,645


$
52,141,634


$
58,055,729Less: Incentive allocation to the managing member

$
14,474


$
3,919,729


$
3,328,482


$
2,615,216


$
2,902,854Net income/(loss) available for pro-rata allocation to members

$
(101,239,265
)

$
74,474,852


$
63,241,163


$
49,526,418


$
55,152,875   As of
    December 31,Financial Condition Data

2008


2007


2006


2005


2004Investments

$
614,788,663


$
702,436,288


$
686,250,341


$
1,124,329,933


$
1,092,953,352Total assets

$
641,732,463


$
705,861,961


$
687,475,191


$
1,125,036,745


$
1,093,172,149Total liabilities

$
31,796,392


$
25,077,879


$
25,400,717


$
350,437,862


$
135,716,916Members equity

$
609,936,071
(1)

$
680,784,082
(2)

$
662,074,474
(3)

$
774,598,883
(4)

$
957,455,233
(5)Ending NAV/Unit:Class A Series 1

$
131.92


$
152.88


$
137.10


$
125.75


$
120.25     (1)
    
    The reduction in members equity as of December 31,
    2008 reflects Redemptions payable in the amount of $28,982,893
    at December 31, 2008. 110




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(2)
    
    The reduction in members equity as of December 31,
    2007 reflects Redemptions payable in the amount of $22,708,145
    at December 31, 2007.(3)
    
    The reduction in members equity as of December 31,
    2006 reflects Redemptions payable in the amount of $23,701,199
    at December 31, 2006.(4)
    
    The reduction in members equity as of December 31,
    2005 reflects Redemptions payable in the amount of $347,523,596
    at December 31, 2005.(5)
    
    The reduction in members equity as of December 31,
    2004 reflects Redemptions payable in the amount of $128,546,636
    at December 31, 2004.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  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
           111




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##### Table of Contents



and/or
    Results
    of Operations
    2008
    Performance
    Overview
  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISKRisk Management
   112




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##### Table of Contents



Year EndedPortfolio Weight


Portfolio Weight as


December 31,as a% of


a% of Adjusted


2008Investment Fund

Members Equity
    (1)


Members Equity
    (2)


Net Return (3)GELS


29.89
%


28.53
%


(16.75
)%GFS


34.79
%


33.21
%


(18.70
)%GRV


9.68
%


9.24
%


(9.37
)%GTT


19.53
%


18.65
%


3.27
%HFPO


6.91
%


6.59
%


(4.51
)%     (1)
    
    Members equity, used in the calculation of the fair value
    of the Investment Funds as a percentage of members equity,
    is reduced for member redemptions that are paid after the
    balance sheet date according to SFAS No. 150,
    Accounting for Certain Financial Instruments with
    Characteristics of both Liabilities and Equity.(2)
    
    Adjusted members equity, used in the calculation of the
    fair value of the Investment Funds as a percentage of adjusted
    members equity, represents members equity excluding
    Redemptions payable in the amount of $28,982,893 at
    December 31, 2008.(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
    include administration fees. No management fee or incentive
    allocation was charged by the managing member of the Investment
    Funds with respect to the Companys investment in any of
    the Investment Funds. Past performance is not indicative of
    future results, which may vary.    The
    Investment Funds
    Goldman
    Sachs Global Equity Long/Short, LLC
     113




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Goldman
    Sachs Global Fundamental Strategies, LLC
     114




---



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Goldman
    Sachs Global Relative Value, LLC
      U.S.-focused
       115




---



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Goldman
    Sachs Global Tactical Trading, LLC
             116




---



##### Table of Contents



Goldman
    Sachs HFP Opportunistic Fund, LLC
            2007
    Performance
    Overview
    Portfolio Weight


Portfolio Weight as


Year Endedas a% of


a% of Adjusted


December 31, 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
)%  117




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##### Table of Contents



(1)
    
    Members equity, used in the calculation of the fair value
    of the Investment Funds as a percentage of members equity,
    is reduced for member redemptions that are paid after the
    balance sheet date according to SFAS No. 150,
    Accounting for Certain Financial Instruments with
    Characteristics of both Liabilities and Equity.(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
    Goldman
    Sachs Global Equity Long/Short, LLC
            Goldman
    Sachs Global Fundamental Strategies, LLC
   118




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Goldman
    Sachs Global Relative Value, LLC
        i.e.
   119




---



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Goldman
    Sachs Global Tactical Trading, LLC
         120




---



##### Table of Contents



Goldman
    Sachs HFP Opportunistic Fund, LLC
      For the
    period from July 1, 2007 (commencement of operations of
    HFPO) through December 31, 2007
    2006
    Performance
    Overview
   121




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##### Table of Contents



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 fair value
    of the Investment Funds as a percentage of members equity,
    is reduced for member redemptions that are paid after the
    balance sheet date according to SFAS No. 150,
    Accounting for Certain Financial Instruments with
    Characteristics of both Liabilities and Equity.(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 after 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.    The
    Investment Funds
    Goldman
    Sachs Global Equity Long/Short, LLC
           122




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Goldman
    Sachs Global Fundamental Strategies, LLC
                Goldman
    Sachs Global Relative Value, LLC
       123




---



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Goldman
    Sachs Global Tactical Trading, LLC
   124




---



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125




---



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Comparison
    of Selected Financial Information for the years ended December
    31, 2008, 2007 and 2006
  Interest
    and Dividend Income
    Expenses
          Incentive
    Allocation
      pro rata pro
    rata BUSINESS FEES AND
    EXPENSES
 126




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Liquidity
    and Capital Resources
    force majeure
    lock-up
 127




---



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risk/return
 128




---



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129




---



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Recent
    Accounting Pronouncements
    Critical
    Accounting Policies and Estimates
  Use of
    estimates
   130




---



##### Table of Contents



Fair
    value
        December 31,
    2008
  % of fair value

% of fair valueinvestments valued using

utilizing NAV provided byInvestment Fund

quoted market prices

external advisorsGELS

0.10%

29.55%GFS

%

34.51%GRV

1.30%

8.31%GTT

%

19.38%HFPO

%

6.85%Total

1.40%

98.60%   December 31,
    2007
  % of fair value

% of fair valueinvestments valued using

utilizing NAV provided byInvestment Fund

quoted market prices

external advisorsGELS

6.32%

25.82%GFS

%

36.66%GRV

1.15%

10.86%GTT

0.55%

13.40%HFPO

0.82%

4.42%Total

8.84%

91.16%    131




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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
    Advisors 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 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 Determined Utilizing 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
      Off
    Balance Sheet Risk
    Contractual
    Obligations
   132




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ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Quantitative
    and Qualitative Disclosures About Market Risk
    Year EndedDecember 31, 2008Net TradingInvestment

% of Members


% of Adjusted


Fair Value/Value


Profit/(Loss)Fund

Equity


Members Equity (8)


at Risk


(In millions)


LiquidityGELS


29.89
%


28.53
%

$
182,311,620


$
(37.4
)


(1
)GFS


34.79
%


33.21
%

$
212,189,214


$
(49.4
)


(2
)GRV


9.68
%


9.24
%

$
59,060,101


$
(6.3
)


(3
)GTT


19.53
%


18.65
%

$
119,121,670


$
3.2



(4
)HFPO


6.91
%


6.59
%

$
42,106,058


$
(1.7
)


(5
)Total


100.80
% (6)


96.22
% (7)

$
614,788,663


$
(91.6
)   Year EndedDecember 31, 2007Net TradingInvestment

% of Members


% of Adjusted


Fair Value/Value


Profit/(Loss)Fund

Equity (9)


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     (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.(6)
    
    The total value of the Companys investments in the
    Investment Funds exceeded 100% of members equity because
    members equity reflected certain accrued liabilities of
    the Company, including fees and expenses, and also reflected
    Redemptions payable on 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 adjusted members equity reflected cash and
    cash equivalents greater than total liabilities excluding
    Redemptions payable in the amount of $28,982,893 that was
    payable at December 31, 2008 and $22,708,145 that was
    payable at December 31, 2007. 133




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##### Table of Contents



(8)
    
    Adjusted members equity, used in the calculation of the
    fair value of Investment Funds as a percentage of adjusted
    members equity, represents members equity excluding
    Redemptions payable in the amount of $28,982,893 that was
    payable at December 31, 2008 and $22,708,145 that was
    payable at December 31, 2007.(9)
    
    Members equity, used in the calculation of the fair value
    of Investment Funds as a percentage of members equity, is
    reduced for member redemptions that are paid after the balance
    sheet date according to SFAS No. 150, Accounting
    for Certain Financial Instruments with Characteristics of both
    Liabilities and Equity.  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 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
   134




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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
    Advisors Portfolios and Members Assume the Risk that
    Advisors May Knowingly Misrepresent Information Which Could Have
    a Material Negative Impact on the Company
  10-30 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
   135




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ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  page F-1
    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   136




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##### Table of Contents



Fiscal Quarter EndedMar. 31,


June 30,


Sep. 30,


Dec. 31,2008


2008


2008


2008Net Trading Profit/(Loss)

$
(7,642,197
)

$
22,542,434


$
(64,673,915
)

$
(41,873,947
)Total Expenses

$
2,395,147


$
2,688,753


$
2,573,237


$
2,321,371Net Income/(Loss)

$
(9,944,622
)

$
19,929,186


$
(67,148,220
)

$
(44,061,135
)Net Income/(Loss) Available for pro rataallocation to Members

$
(9,946,834
)

$
19,411,322


$
(66,642,618
)

$
(44,061,135
)   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;
    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.     137




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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   138




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

Age

Position(s)Kent A. Clark


44


Managing Director and Chief Investment Officer* of the Managing
    MemberJennifer Barbetta


36


Director, Managing Director and Chief Financial Officer of the
    Managing MemberWestley D. Chapman


42


Managing Director of the Managing MemberJ. Christopher A. Kojima


39


Director Nominee of the CompanyA. Charles Baillie


41


Director Nominee of the Company     *
    
    On January 8, 2009, Kent A. Clark resumed his role as Chief
    Investment Officer of the Managing Member.    Kent A. Clark
  Jennifer Barbetta
  Westley D. Chapman
 139




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##### Table of Contents



J. Christopher A. Kojima
  A. Charles Baillie
  Compliance
    with Section 16(a) of the Securities Exchange Act of
    1934
    Code of
    Ethics
  Form 10-K Form 8-K. Form 10-K,
 140




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##### Table of Contents



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. 114, 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 the Public Company
    Accounting Oversight Board in Rule 3526, 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
    statements be included in the Companys Annual Report for
    filing with the SEC.    Advisory
    Committee    Board
    Meetings and Committees; Annual Meeting Attendance; Shareholder
    Communications   141




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##### Table of Contents



ITEM 11.
    EXECUTIVE
    COMPENSATION  BUSINESS FEES AND
    EXPENSES.
  Fee Type

Fee AmountManagement Fee paid or payable by the Company

$
8,638,530Incentive Allocation paid or payable by the Company

$
14,474Placement 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
   142




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##### Table of Contents



Percentage of AllInvestorsNumber of Units


Name of Beneficial
    Owner

Interests0


Kent A. Clark


0


Jennifer Barbetta


0


Westley D. Chapman


0


J. Christopher A. Kojima


0


A. Charles Baillie


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
       143




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##### Table of Contents



Regulation S-K,
    Director
    Independence
  Section 10A-3
  Brokerage
       144




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##### Table of Contents



Placement
    Agent
   145




---



##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES    Year Ended December 31,2008


2007Audit Fees

$
148,000


$
146,000Audit-Related Fees

$



$
Tax Fees(1)

$
70,800


$
65,000All Other Fees

$



$
Total

$
218,800


$
211,000     (1)
    
    Tax services primarily involve assistance with the preparation
    of tax returns and K-1s.   146




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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 Independent Registered Public
    Accounting Firm


F-2Schedule of Investments as of December 31,
    2008 and December 31, 2007


F-3Balance Sheet as of December 31, 2008 and
    December 31, 2007


F-4Statement of Operations for the years ended
    December 31, 2008, 2007 and 2006


F-5Statement of Changes in Members Equity for
    the years ended December 31, 2008, 2007 and 2006


F-6Statement of Cash Flows for the years ended
    December 31, 2008, 2007 and 2006


F-7Notes to Financial Statements


F-8   2.
    Financial Statement Schedules.    3.
    List of Exhibits.  page E-1.
 147




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##### Table of Contents



SIGNATURES
          By:
    /s/  Jennifer
    Barbetta     148




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##### 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 (filed as Exhibit 10.2 to the
    Form 10-K
    filed March 31, 2008, and incorporated herein by reference).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
*

Form of Amended and Restated Limited Liability Company Agreement
    of Goldman Sachs Global Fundamental Strategies, LLC, to be dated
    as of April 1, 2008 (filed as Exhibit 10.5 to the
    Form 10-K,
    filed March 31, 2008, and incorporated herein by reference).10.5
*

Copy of Limited Liability Company Agreement of Goldman Sachs HFP
    Opportunistic Fund, LLC, dated as of June 25, 2007 (filed
    as Exhibit 10.6 to the
    Form 10-K,
    filed March 31, 2008, and incorporated herein by reference).10.6
*

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).10.7
*

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).10.8
*

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 1934.32.1


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.     *
    
    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 Independent Registered Public
    Accounting Firm


F-2Schedule of Investments as of December 31,
    2008 and December 31, 2007


F-3Balance Sheet as of December 31, 2008 and
    December 31, 2007


F-4Statement of Operations for the years ended
    December 31, 2008, 2007 and 2006


F-5Statement of Changes in Members Equity for
    the years ended December 31, 2008, 2007 and 2006


F-6Statement of Cash Flows for the years ended
    December 31, 2008, 2007 and 2006


F-7Notes to Financial Statements


F-8  F-1




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##### Table of Contents



Report of
    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, 2008 and December 31, 2007
  2008


2007% 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

$
182,311,620



29.89
%


28.53
%

$
225,759,808



33.16
%


32.09
%Goldman Sachs Global Fundamental Strategies, LLC


212,189,214



34.79
%


33.21
%


257,594,595



37.84
%


36.62
%Goldman Sachs Global Relative Value, LLC


59,060,101



9.68
%


9.24
%


84,319,166



12.38
%


11.99
%Goldman Sachs Global Tactical Trading, LLC


119,121,670



19.53
%


18.65
%


97,949,282



14.39
%


13.92
%Goldman Sachs HFP Opportunistic Fund, LLC


42,106,058



6.91
%


6.59
%


36,813,437



5.41
%


5.23
%Total investments (cost $580,410,892 and $532,669,888,
    respectively)

$
614,788,663



100.80
%


96.22
%

$
702,436,288



103.18
%


99.85
%     December 31, 2008% ofProportionate


% of


AdjustedUnderlying





Share of


Members


MembersInvestee

Investment


Strategy


Fair Value


Equity(1)


Equity(2)Goldman Sachs Global Fundamental Strategies, LLC


Eton Park Fund, L.P.(3
)


Multi Strategy


$
34,543,108



5.66
%


5.41
%Goldman Sachs Tactical Trading, LLC


GS Global Trading Advisors, LLC(4
)


Managed Futures


$
33,660,348



5.52
%


5.27
%   December 31, 2007% ofProportionate


% of


AdjustedUnderlying





Share of


Members


MembersInvestee

Investment


Strategy


Fair Value


Equity(1)


Equity(2)Goldman Sachs Global Fundamental Strategies, LLC


Eton Park Fund, L.P.(3
)


Multi Strategy


$
38,952,802



5.72
%


5.54
%     (1)
    
    Members equity, used in the calculation of the fair value
    of each of the investees and the underlying investment as a
    percentage of members equity, is reduced for member
    redemptions that are paid after the balance sheet date according
    to Statement of Financial Accounting Standards
    (SFAS) No. 150, Accounting for Certain
    Financial Instruments with Characteristics of both Liabilities
    and Equity.(2)
    
    Adjusted members equity, used in the calculation of the
    fair value of each of the investees and the underlying
    investment as a percentage of adjusted members equity
    represents members equity excluding Redemptions payable in
    the amount of $28,982,893 at December 31, 2008 and
    Redemptions payable in the amount of $22,708,145 at
    December 31, 2007.(3)
    
    Liquidity term is as follows: 1/3 after a 3.5 year holding
    period, 1/3 after a 4.5 year holding period, 1/3 after a 5.5
    year holding period.(4)
    
    The liquidity term is at the sole discretion of the Managing
    Member.    F-3




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##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
  BALANCE SHEET
  December 31, 2008 and December 31, 2007
  2008


2007ASSETSAssets:Investments in Investees, at fair value (cost $580,410,892 and
    $532,669,888, respectively)

$
614,788,663


$
702,436,288Cash and cash equivalents


26,943,800



3,425,673Total assets

$
641,732,463


$
705,861,961LIABILITIES AND MEMBERS EQUITYLiabilities:Redemptions payable

$
28,982,893


$
22,708,145Due to managing member


2,017,653



2,181,659Due to bank


6,889



6,889Accrued expenses and other liabilities


788,957



181,186Total liabilities


31,796,392



25,077,879Members equity (units outstanding 5,040,063.11 and
    4,588,504.15, respectively)


609,936,071



680,784,082Total liabilities and members equity

$
641,732,463


$
705,861,961Analysis of members equity:Net capital contributions, accumulated net investment
    income/(loss) and realized profit/(loss) on investments

$
575,558,300


$
511,017,682Accumulated net unrealized profit/(loss) on investments

$
34,377,771


$
169,766,400    F-4




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##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
  STATEMENT OF OPERATIONS
  For the years ended December 31, 2008, 2007 and 2006
  2008


2007


2006Income from trading:Equity in earnings of Investees:Net realized profit/(loss)

$
43,741,004


$
49,362,879


$
119,798,202Net change in unrealized profit/(loss)


(135,388,629
)


38,513,068



(43,777,793
)Net trading profit/(loss)


(91,647,625
)


87,875,947



76,020,409Interest and dividend income


401,342



326,730



476,147Expenses:Management fee


8,638,530



8,636,414



9,131,947Professional fees


1,059,248



632,679



481,551Interest expense


81,333



283,897



252,759Other expenses


199,397



255,106



60,654Total expenses


9,978,508



9,808,096



9,926,911Net investment income/(loss)


(9,577,166
)


(9,481,366
)


(9,450,764
)Net income/(loss)


(101,224,791
)


78,394,581



66,569,645Less: Incentive allocation to the Managing Member


14,474



3,919,729



3,328,482Net income/(loss) available for pro-rata allocation to members

$
(101,239,265
)

$
74,474,852


$
63,241,163    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, 2008, 2007 and 2006
  Managing








Totalmembers


Members


Members


membersequity


units


equity


equityMembers equity 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



63,241,163Members equity 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



74,474,852Members equity at December 31, 2007






4,588,504.15



680,784,082



680,784,082Subscriptions






1,242,512.66



124,251,266



124,251,266Redemptions


(14,474
)


(655,466.41
)


(93,860,012
)


(93,874,486
)Share Class conversion






(135,487.29
)






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


14,474











14,474Pro-rata allocation










(101,239,265
)


(101,239,265
)Members equity at December 31, 2008

$




5,040,063.11


$
609,936,071


$
609,936,071    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, 2008, 2007 and 2006
  2008


2007


2006Cash flows from operating activitiesNet income/(loss)

$
(101,224,791
)

$
78,394,581


$
66,569,645Adjustments to reconcile net income/(loss) to net cash
    provided by (used in) operating activities:Purchases of investments in Investees


(151,000,000
)


(100,310,000
)


(92,900,000
)Proceeds from sales of investments in Investees


147,000,000



172,000,000



607,000,001Net realized profit/(loss) from investments in Investees


(43,741,004
)


(49,362,879
)


(119,798,202
)Net change in unrealized profit/(loss) of investments in
    Investees


135,388,629



(38,513,068
)


43,777,793Increase/(decrease) in operating liabilitiesDue to managing member


(164,006
)


766,233



(905,688
)Accrued expenses and other liabilities


607,771



(87,314
)


(314,540
)Net cash from operating activities


(13,133,401
)


62,887,553



503,429,009Cash flows from financing activitiesSubscriptions


124,251,266



43,080,500



41,883,000Redemptions


(87,599,738
)


(103,758,527
)


(544,799,451
)Proceeds from loan






20,283,897



79,732,020Repayments of loan






(20,292,600
)


(79,726,540
)Net cash from financing activities


36,651,528



(60,686,730
)


(502,910,971
)Net change in cash and cash equivalents


23,518,127



2,200,823



518,038Cash and cash equivalents at beginning of year


3,425,673



1,224,850



706,812Cash and cash equivalents at end of year

$
26,943,800


$
3,425,673


$
1,224,850Supplemental disclosure of cash flow informationCash paid by the Company during the year for interest

$
81,333


$
292,600


$
247,279    F-7




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##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
 NOTES TO
    FINANCIAL STATEMENTS  December 31,
    2008
  Note 1 
    Organization    Note 2 
    Significant
    accounting policies  Use of
    estimates
    Fair
    value
      Consolidation
   F-8




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##### Table of Contents



December 31, 2008% owned


Adjusted


Adjusted%Company


Investee


by the


Investee


owned by theinvestment


equity(1)


Company(1)


equity(2)


Company(2)GELS

$
182,311,620


$
531,609,976



34.29
%

$
597,755,510



30.50
%GFS


212,189,214



700,610,709



30.29
%


771,532,813



27.50
%GRV


59,060,101



180,740,040



32.68
%


231,754,831



25.48
%GTT


119,121,670



207,502,123



57.41
%


256,655,918



46.41
%HFPO


42,106,058



30,841,896



136.52
%(3)


105,841,896



39.78
%Total

$
614,788,663   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     (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 according to SFAS No. 150, Accounting
    for Certain Financial Instruments with Characteristics of both
    Liabilities and Equity.(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, 2008
    and December 31, 2007, respectively.(3)
    
    The fair value of the Companys investment in the Investee
    exceeded 100% of the Investees members equity
    because members equity reflected certain accrued
    liabilities of the Investee, including fees and expenses and, in
    addition, also reflected redemptions payable at December 31,
    2008. On January 1, 2009, the Company partially redeemed
    from HFPO, reducing the percentage owned by the Company to
    39.25% based on the December 31, 2008 HFPOs equity.  Equity in
    earnings of Investees
    Cash and
    cash equivalents
   F-9




---



##### Table of Contents



Allocation
    of net income/(loss)
    Subscriptions
    and redemptions
    Income
    taxes
      Indemnification
    Note 3 
    Investments   F-10




---



##### Table of Contents



Year Ended December 31,Investee

Liquidity


2008


2007


2006GELS


(1
)

$
(37,448,188
)

$
26,022,295


$
27,640,603GFS


(2
)


(49,405,381
)


45,144,727



33,856,614GRV


(3
)


(6,259,065
)


4,339,169



8,751,105GTT


(4
)


3,172,388



14,366,319



5,772,087HFPO


(5
)


(1,707,379
)


(1,996,563
)


Total





$
(91,647,625
)

$
87,875,947


$
76,020,409     (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
   F-11




---



##### Table of Contents



Goldman
    Sachs Global Fundamental Strategies, LLC
    Goldman
    Sachs Global Relative Value, LLC
    Goldman
    Sachs Global Tactical Trading, LLC
    Goldman
    Sachs HFP Opportunistic Fund, LLC
    Management
    fees and incentive allocations/fees
    2008


2007


2006Management


Incentive


Management


Incentive


Management


IncentiveInvestee

fees


allocations/fees


fees


allocations/fees


fees


allocations/feesGELS


1.63
%


19.77
%


1.49
%


20.22
%


1.60
%


19.91
%GFS


1.72
%


17.78
%


1.51
%


19.77
%


1.51
%


19.91
%GRV


1.64
%


17.83
%


1.51
%


20.91
%


1.64
%


20.98
%GTT


2.26
%


22.28
%


2.09
%


22.70
%


2.11
%


21.71
%HFPO


2.35
%


23.49
%


1.56
%


20.18
%


n/a



n/a    F-12




---



##### Table of Contents



December 31,Investee

2008


2007GELS

$
173,053,312


$
168,574,601GFS


195,942,328



171,521,192GRV


62,102,941



76,051,896GTT


103,502,311



77,712,199HFPO


45,810,000



38,810,000$
580,410,892


$
532,669,888   Fair
    value hierarchy
    
    Level 1Unadjusted quoted prices in active markets
    that are accessible at the measurement date for identical,
    unrestricted assets or liabilities;
    Level 2Quoted prices in markets that are not
    considered to be active or financial instruments for which all
    significant inputs are observable, either directly or
    indirectly; and
    Level 3Prices or valuations that require inputs that
    are both significant to the fair value measurement and
    unobservable.    Level 1


Level 2


Level 3


TotalInvestments in affiliated Investees

$



$
614,788,663


$



$
614,788,663Total

$



$
614,788,663


$



$
614,788,663   Note 4 
    Fees     F-13




---



##### Table of Contents



Note 5 
    Risk
    Management    Market
    Risk
      Credit
    Risk
    Operational
    Risk
    Liquidity
    Risk
       F-14




---



##### Table of Contents



and/or
  lock-up
  Note 6 
    Related
    parties            Note 7 
    Borrowing
    facility   F-15




---



##### Table of Contents



Note 8 
    Members
    equity   F-16




---



##### Table of Contents



Year Ended December 31, 2008


Year Ended December 31, 2007


Year Ended December 31, 2006Units


Amount


Units


Amount


Units


AmountShare ClassConversionClass ASeries 1


295,317.71


$
45,148,615



319,714.29


$
43,832,922



1,747,528.47


$
219,744,215Series 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
)






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
)














Series 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
)














(135,487.29
)

$




(99,115.71
)

$




(347,082.19
)

$
  F-17




---



##### Table of Contents



Year Ended December 31, 2008


Year Ended December 31, 2007


Year Ended December 31, 2006Units


Amount


Units


Amount


Units


AmountSubscriptions Class ASeries 21





$







$




20,000.00


$
2,000,000Series 22


















126,060.00



12,606,000Series 23


















17,500.00



1,750,000Series 24


















16,500.00



1,650,000Series 25


















26,000.00



2,600,000Series 26


















5,000.00



500,000Series 27


















19,000.00



1,900,000Series 28


















79,750.00



7,975,000Series 29


















20,000.00



2,000,000Series 30


















6,020.00



602,000Series 31


















39,000.00



3,900,000Series 32


















44,000.00



4,400,000Series 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







Series 45


77,622.13



7,762,213















Series 46


149,310.53



14,931,053















Series 47


72,250.00



7,225,000















Series 48


126,500.00



12,650,000















Series 49


145,800.00



14,580,000















Series 50


222,080.00



22,208,000















Series 51


126,300.00



12,630,000















Series 52


108,750.00



10,875,000















Series 53


89,550.00



8,955,000















Series 54


81,850.00



8,185,000















Series 55


22,500.00



2,250,000















Series 56


20,000.00



2,000,000















Total


1,242,512.66


$
124,251,266



430,805.00


$
43,080,500



418,830.00


$
41,883,000   F-18




---



##### Table of Contents



Year Ended December 31, 2008


Year Ended December 31, 2007


Year Ended December 31, 2006Units


Amount


Units


Amount


Units


AmountRedemptions Class ASeries 1


649,166.41


$
93,316,375



671,424.67


$
98,845,744



1,650,633.46


$
217,648,572Series 45


6,300.00



543,637















655,466.41


$
93,860,012



671,424.67


$
98,845,744



1,650,633.46


$
217,648,572     December 31, 2008


December 31, 2007


December 31, 2006Outstanding Units


Net Asset Value


Outstanding Units


Net Asset Value


Outstanding Units


Net Asset ValueNon-managing
    members Class ASeries 1


3,803,850.45


$
501,818,748



4,157,699.15


$
635,635,467



4,509,409.53


$
618,241,552Series 21


















20,000.00



2,180,597Series 22


















126,060.00



13,362,621Series 23


















17,500.00



1,846,363Series 24


















16,500.00



1,713,051Series 25


















26,000.00



2,660,197Series 26


















5,000.00



521,404Series 27


















19,000.00



1,990,075Series 28


















79,750.00



8,361,171Series 29


















20,000.00



2,081,244Series 30


















6,020.00



630,689Series 31


















39,000.00



4,025,172Series 32


















44,000.00



4,460,338Series 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







Series 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







Series 45


71,322.13



6,154,499















Series 46


149,310.53



13,110,185















Series 47


72,250.00



6,213,647















Series 48


126,500.00



11,074,495















Series 49


145,800.00



12,644,862















Series 50


222,080.00



18,911,135















Series 51


126,300.00



10,748,705















Series 52


108,750.00



9,506,109















Series 53


89,550.00



7,930,768















Series 54


81,850.00



7,654,640















 F-19




---



##### Table of Contents



December 31, 2008


December 31, 2007


December 31, 2006Outstanding Units


Net Asset Value


Outstanding Units


Net Asset Value


Outstanding Units


Net Asset ValueSeries 55


22,500.00


$
2,187,676






$







$
Series 56


20,000.00



1,980,602















Subtotal


5,040,063.11


$
609,936,071



4,588,504.15


$
680,784,082



4,928,239.53


$
662,074,474Managing member






















Total members equity





$
609,936,071






$
680,784,082






$
662,074,474   December 31, 2008


December 31, 2007


December 31, 2006NAV per unit


NAV per unit


NAV per unitNon-managing members 
    Class ASeries 1


131.92



152.88



137.10Series 21










109.03Series 22










106.00Series 23










105.51Series 24










103.82Series 25










102.32Series 26










104.28Series 27










104.74Series 28










104.84Series 29










104.06Series 30










104.77Series 31










103.21Series 32










101.37Series 33






111.51



Series 34






109.77



Series 35






108.90



Series 36






107.95



Series 37






106.21



Series 38






103.95



Series 39






103.43



Series 40






103.54



Series 41






105.58



Series 42






103.87



Series 43






100.36



Series 44






100.73



Series 45


86.29







Series 46


87.80







Series 47


86.00







Series 48


87.55







Series 49


86.73







Series 50


85.15







Series 51


85.10







Series 52


87.41







Series 53


88.56







 F-20




---



##### Table of Contents



December 31, 2008


December 31, 2007


December 31, 2006NAV per unit


NAV per unit


NAV per unitSeries 54


93.52







Series 55


97.23







Series 56


99.03







   Note 9 
    Financial
    Highlights    2007


20062008


Class A


Class AClass A Series 1


Series 1


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

$
152.88


$
137.10


$
125.75Income from operations:Net trading profit/(loss)


(18.92
)


18.63



13.67Net investment income/(loss)(1)(2)


(2.04
)


(2.85
)


(2.32
)Total income/(loss) from operations


(20.96
)


15.78



11.35Net asset value, end of period

$
131.92


$
152.88


$
137.10Ratios to average net assets(3)Expenses


1.44
%


1.42
%


1.36
%Incentive allocation


0.00
%


0.57
%


0.46
%Total expenses and incentive allocation


1.44
%


1.99
%


1.82
%Net investment income/(loss)(2)


(1.39
)%


(1.95
)%


(1.76
)%Total return (prior to incentive allocation)(4)


(13.71
)%


12.12
%


9.51
%Incentive allocation(4)


0.00
%


(0.61
)%


(0.48
)%Total return(4)


(13.71
)%


11.51
%


9.03
%     (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 income/(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 incentive allocation bases and
    the timing of capital transactions. The ratios, with the
    exception of the incentive allocation, are annualized.(4)
    
    The components of total return are calculated by dividing the
    change in the per unit value of each component for the period by
    the NAV per unit at the beginning of the period. The total
    return for Class A Series 1 units is calculated
    taken as a whole. The total return for each member may vary
    based on individualized incentive allocation bases and the
    timing of capital transactions. The total return is not
    annualized.    Note 10 
    Subsequent
    Events   F-21




---



##### Table of Contents



F-22