##### 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, 2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to   Commission file number:
    001-50723
    Goldman Sachs Hedge Fund
    Partners, LLC
 (Exact name of registrant as
    specified in its charter)
  Delaware

04-3638229(State or Other Jurisdiction
    of

(I.R.S. EmployerIncorporation or
    Organization)

Identification No.)200 West Street

10282New 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-T o o
  Regulation S-K Form 10-K Form 10-K. o
  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




---



##### 





GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
  NOTES TO
    FINANCIAL STATEMENTS
 December 31,
    2009
  TABLE OF
    CONTENTS
  PagePART IITEM 1.

BUSINESS


3ITEM 1A.

RISK FACTORS


66ITEM 1B.

UNRESOLVED STAFF COMMENTS


112ITEM 2.

PROPERTIES


112ITEM 3.

LEGAL PROCEEDINGS


112ITEM 4.

RESERVED


112PART IIITEM 5.

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


113ITEM 6.

SELECTED FINANCIAL DATA


115ITEM 7.

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


116ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


139ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


143ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


144ITEM 9A(T).

CONTROLS AND PROCEDURES


144ITEM 9B.

OTHER INFORMATION


145PART IIIITEM 10.

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


146ITEM 11.

EXECUTIVE COMPENSATION


149ITEM 12.

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


149ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


150ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES


153PART IVITEM 15.

EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


154EX-31.1EX-31.2EX-32.1   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
       3




---



##### Table of Contents



and/or
  and/or
 4




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##### Table of Contents



Allocation
    Among the Investment Funds
       5




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##### Table of Contents



December 31,
    2009
  Fair Value of


Fair Value ofFair Value of


Companys


Companys InvestmentCompanys


Investment as a % of


as a % of AdjustedInvestee

Investment in $
    Amount


Members
    Equity (1)


Members
    Equity (2)GELS

$
235,518,832



39.40
%


37.98
%GFS

$
132,477,127



22.17
%


21.36
%GFS Trust

$
37,532,758



6.28
%


6.05
%GRV

$
4,887,674



0.82
%


0.79
%GTT

$
155,217,816



25.97
%


25.03
%HFPO

$
20,801,289



3.48
%


3.36
%Total

$
586,435,496



98.12
%(3)


94.57
%(3)     (1)
    
    Members equity, used in the calculation of the fair value
    of the Investees as a percentage of members equity, is
    reduced for member redemptions that are paid after the balance
    sheet date according to ASC 480, Distinguishing
    Liabilities from Equity.(2)
    
    Adjusted members equity, used in the calculation of the
    fair value of the Investees as a percentage of adjusted
    members equity, represents members equity excluding
    Redemptions payable in the amount of $22,410,715 at
    December 31, 2009.(3)
    
    The total value of the Companys investment in the
    Investees was less than 100% of members equity and
    adjusted members equity because members equity and
    adjusted members equity reflected cash and cash
    equivalents greater than total liabilities. 6




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##### Table of Contents



December 31,
    2008
  Fair Value of


Fair Value ofFair Value of


Companys


Companys InvestmentCompanys


Investment as a % of


as a % of AdjustedInvestee

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 Investees as a percentage of members equity, is
    reduced for member redemptions that are paid after the balance
    sheet date according to ASC 480, Distinguishing
    Liabilities from Equity.(2)
    
    Adjusted members equity, used in the calculation of the
    fair value of the Investees 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
    Investees exceeded 100% of adjusted members equity because
    adjusted 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
    Investees 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 AdjustedInvestee

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 Investees as a percentage of members equity, is
    reduced for member redemptions that are paid after the balance
    sheet date according to ASC 480, Distinguishing
    Liabilities from Equity.(2)
    
    Adjusted members equity, used in the calculation of the
    fair value of the Investees 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
    Investees 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. 7




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##### Table of Contents



(4)
    
    The total value of the Companys investment in the
    Investees 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 AdjustedInvestee

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 Investees as a percentage of members equity, is
    reduced for member redemptions that are paid after the balance
    sheet date according to ASC 480, Distinguishing
    Liabilities from Equity.(2)
    
    Adjusted members equity, used in the calculation of the
    fair value of the Investees 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
    Investees 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 AdjustedInvestee

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 Investees as a percentage of members equity, is
    reduced for member redemptions that are paid after the balance
    sheet date according to ASC 480, Distinguishing
    Liabilities from Equity.(2)
    
    Adjusted members equity, used in the calculation of the
    fair value of the Investees 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
    Investees 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. 8




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##### Table of Contents



PERFORMANCE
    OF THE COMPANY
    January 1,
    2009  December 31, 2009
  Date of Issuance of

Net Return for PeriodSeries of
    Units (1)

Units

Outstanding (2)Class A Series 1




9.07
%Class A Series 45

January 2008


9.07
%Class A Series 46

February 2008


9.07
%Class A Series 47

March 2008


9.07
%Class A Series 48

April 2008


9.07
%Class A Series 49

May 2008


9.07
%Class A Series 50

June 2008


9.07
%Class A Series 51

July 2008


9.07
%Class A Series 52

August 2008


9.07
%Class A Series 53

September 2008


9.07
%Class A Series 54

October 2008


8.96
%Class A Series 55

November 2008


8.76
%Class A Series 56

December 2008


8.66
%Class A Series 57

January 2009


8.61
%Class A Series 58

February 2009


7.74
%Class A Series 59

March 2009


7.91
%Class A Series 60

April 2009


7.94
%Class A Series 61

May 2009


7.18
%Class A Series 62

June 2009


5.15
%Class A Series 63

July 2009


5.08
%Class A Series 64

August 2009


3.95
%Class A Series 65

September 2009


2.68
%Class A Series 66

September 2009


2.82
%Class A Series 67

September 2009


2.82
%Class A Series 68

September 2009


2.82
%Class A Series 69

September 2009


2.82
%Class A Series 70

September 2009


2.82
%Class A Series 71

September 2009


2.82
%Class A Series 72

September 2009


2.82
%Class A Series 73

September 2009


2.82
%Class A Series 74

October 2009


1.22
%Class A Series 75

November 2009


1.39
%Class A Series 76

December 2009


0.16
%     (1)
    
    As of December 31, 2009, the Company had 33 series of
    Class A Units (as defined below) outstanding. The
    Class A Series Units (as defined below) are identical
    in every regard except with respect to its individualized
    incentive allocation base. Effective January 1, 2010,
    Class A Series 55 through Class A Series 65
    and Class A 9




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##### Table of Contents



Series 74 through Class A Series 76 units
    were converted into Class A Series 54 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, 2009.  January 1,
    2008  December 31, 2008
  Date of Issuance of

Net Return for PeriodSeries of
    Units (1)

Units

Outstanding (2)Class A Series 1




(13.71
)%Class A Series 45

January 2008


(13.71
)%Class A Series 46

February 2008


(12.20
)%Class A Series 47

March 2008


(14.00
)%Class A Series 48

April 2008


(12.45
)%Class A Series 49

May 2008


(13.27
)%Class A Series 50

June 2008


(14.85
)%Class A Series 51

July 2008


(14.90
)%Class A Series 52

August 2008


(12.59
)%Class A Series 53

September 2008


(11.44
)%Class A Series 54

October 2008


(6.48
)%Class A Series 55

November 2008


(2.77
)%Class A Series 56

December 2008


(0.97
)%     (1)
    
    As of December 31, 2008, 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.
    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. 10




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##### Table of Contents



January 1,
    2007  December 31, 2007
  Date of Issuance of

Net Return for PeriodSeries of
    Units (1)

Units

Outstanding (2)Class A Series 1




11.51
%Class A Series 33

January 2007


11.51
%Class A Series 34

February 2007


9.77
%Class A Series 35

March 2007


8.90
%Class A Series 36

April 2007


7.95
%Class A Series 37

May 2007


6.21
%Class A Series 38

June 2007


3.95
%Class A Series 39

July 2007


3.43
%Class A Series 40

August 2007


3.54
%Class A Series 41

September 2007


5.58
%Class A Series 42

October 2007


3.87
%Class A Series 43

November 2007


0.36
%Class A Series 44

December 2007


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
  Date of Issuance of

Net Return for PeriodSeries of
    Units (1)

Units

Outstanding (2)Class A Series 1




9.03
%Class A Series 21

January 2006


9.03
%Class A Series 22

February 2006


6.00
%Class A Series 23

March 2006


5.51
%Class A Series 24

April 2006


3.82
%Class A Series 25

May 2006


2.32
%Class A Series 26

June 2006


4.28
%Class A Series 27

July 2006


4.74
%Class A Series 28

August 2006


4.84
%Class A Series 29

September 2006


4.06
%Class A Series 30

October 2006


4.77
%Class A Series 31

November 2006


3.21
%Class A Series 32

December 2006


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. 11




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##### Table of Contents



January 1,
    2005  December 31, 2005
  Date of Issuance of

Net Return for PeriodSeries of
    Units (1)

Units

Outstanding (2)Class A Series 1




4.57
%Class A Series 9

January 2005


4.57
%Class A Series 10

February 2005


5.17
%Class A Series 11

March 2005


4.12
%Class A Series 12

April 2005


4.69
%Class A Series 13

May 2005


6.28
%Class A Series 14

June 2005


5.87
%Class A Series 15

July 2005


4.71
%Class A Series 16

August 2005


3.26
%Class A Series 17

September 2005


2.31
%Class A Series 18

October 2005


1.04
%Class A Series 19

November 2005


2.77
%Class A Series 20

December 2005


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.     12




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##### Table of Contents



Barclays


MSCICompany


3 Month


Aggregate


World


S&P 500Investment Period

(1)


LIBOR


Bond Index


Index


Index1/1/2009  12/31/2009


9.07
%


0.87
%


5.93
%


29.99
%


26.46
%1/1/2008  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)
    
    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 45-76,
    Class A
    Series 45-56,
    Class A
    Series 33-44,
    Class A
    Series 21-32
    and Class A
    Series 9-20
    for 2009, 2008, 2007, 2006 and 2005, respectively.  Description
    of the Investees and the Performance of the Investees
    Goldman
    Sachs Global Equity Long/Short, LLC
   13




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##### Table of Contents



Investment Period*

Net Return for Period1/1/2009  12/31/2009


13.37
%1/1/2008  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
%     *
    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 returns
    shown for 2005, 2006, 2007, 2008 and 2009 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, 2008 and
    2009.  Goldman
    Sachs Global Fundamental Strategies, LLC
      Merger
    Arbitrage
    High
    Yield/Distressed Securities
   14




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##### Table of Contents



Special
    Situations
    Multi-strategy
    and Other
        Investment Period*

Net Return for Period1/1/2009  12/31/2009


19.10
%1/1/2008  12/31/2008


(19.18
)%1/1/2007  12/31/2007


20.22
%1/1/2006  12/31/2006


14.57
%1/1/2005  12/31/2005


7.65
%     *
    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 2005, 2006, 2007, 2008 and 2009 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, 2008 and 2009.  Goldman
    Sachs Global Fundamental Strategies Asset Trust
        15




---



##### Table of Contents



Investment Period*

Net Return for Period3/31/2009  12/31/2009


5.06
%     *
    Net return is based on the performance of GFS Trust interests.
    Interests of GFS Trust (including those issued to the Company)
    are not subject to management fees or incentive allocations.  Goldman
    Sachs Global Tactical Trading, LLC
        Investment Period*

Net Return for Period1/1/2009  12/31/2009


6.35
%1/1/2008  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
%     *
    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 returns
    shown for 2005, 2006, 2007, 2008 and 2009 are net of an 16




---



##### Table of Contents



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, 2008 and 2009.  Goldman
    Sachs Global Relative Value, LLC
      Investment Period*

Net Return for Period1/1/2009  12/31/2009


6.70
%1/1/2008  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
%     *
    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 returns
    shown for 2005, 2006, 2007, 2008 and 2009 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, 2008 and 2009.  Allocations
    to Other Investees
  Goldman
    Sachs HFP Opportunistic Fund, LLC
   17




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Investment Period*

Net Return for Period1/1/2009  12/31/2009


11.27
%1/1/2008  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,
    2008 and 2009.    Overview
    of the Investment Process of the Investment Funds
       18




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Direct
    Allocations to Advisors
     19




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Certain
    Considerations Relating to Limited Capacity of Potential
    Advisors
  non-U.S. investors
    and/or
   20




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Hedging,
    Leverage and Other Strategies
  Hedging
    Leverage
           21




---



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22




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Temporary
    and Defensive Strategies
    Indirect
    Investments in Advisor Funds and with Advisors
     23




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Investment
    in Exchange-Traded Advisor Funds
    Co-Investment
    and Other Investment Opportunities
       24




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##### Table of Contents



Secondary
    Investments
    Potential
    Types of Advisor Investments
  non-U.S. issuers,
  Economic
    Arrangements with Advisors
  and/or and/or and/or
   25




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and/or
  and/or and/or
    INTERNATIONAL
    ACTIVITIES
  non-U.S. issuers,
 26




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##### Table of Contents



non-U.S. currencies, non-U.S. currencies. non-U.S. markets
  non-U.S. currencies Non-U.S. Exchanges and/or Non-U.S. Investments Non-U.S. Futures Non-U.S. Exchange
  PORTFOLIO
    COMPANIES
  non-U.S. persons
    case-by-case
 27




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28




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


1.46
%Incentive allocation


0.00
%Total expenses and incentive allocation


1.46
%     Fees and

Percentage

DollarExpenses

Amount

AmountManagement Fee


1.25%(1)


$
13,131(4)Incentive Allocation


5%(2)


$
4,498(4)Administration Fee


N/A(3)


$
526(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,
    determined 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. 29




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(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 rata portion of the administration fee
    paid to the administrator of the Investees for services provided
    to the Investees and Portfolio Companies. SEI is the
    administrator of each Investment Fund and certain Portfolio
    Companies. Throughout 2009, the administration fee rate (as
    discussed below) ranged between 0.05% and 0.06%.(4)
    
    Based on an investment of $1,000,000 in Class A
    Series 1 Units as of January 1, 2009.(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.       30




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winding-up
   31




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and/or and/or
           32




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Capital
    Accounts; Allocation of Gains and Losses
    *

    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
    the issuance of additional units, (v) the date immediately
    prior to the effective date of any redemption or complete
    withdrawal by a Member, or (vi) such other dates as
    determined by the Managing Member. In addition, the final
    accounting period shall end on the date the Company dissolves.   33




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THE
    MANAGING MEMBER
   34




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www.adviserinfo.sec.gov
          POTENTIAL
    CONFLICTS OF INTEREST
  General
    Categories of Conflicts Associated with the Company and the
    Investment Funds
   35




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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  and/or
   36




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and/or
       37




---



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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       38




---



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and/or
    and/or and/or and/or
 39




---



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Potential
    Conflicts Relating to the Allocation of Investment Opportunities
    Among the Company or the Investment Funds and Other Goldman
    Sachs Accounts
    and/or
   40




---



##### Table of Contents



and/or and/or
  and/or make-up,
  and/or side-by-side and/or
  and/or
 41




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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     42




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Issues
    Relating to the Valuation of Assets by the Managing Member
    and/or Multiple Divisions or Units Within Goldman
    Sachs
     43




---



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and/or and/or
  Potential
    Conflicts Relating to Goldman Sachs Proprietary Activities
    and Activities on Behalf of Other Accounts
           44




---



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45




---



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and/or
  and/or and/or
   46




---



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and/or and/or and/or and/or
     47




---



##### Table of Contents



Potential
    Conflicts in Connection with Investments in Goldman Sachs Money
    Market Funds  12b-1
 48




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Potential
    Conflicts in Connection with Investments in Affiliated
    Funds    and/or
  Goldman
    Sachs May In-Source or Outsource    Potential
    Conflicts Pertaining to Advisor Fund Special Investments
    and Designated Investments  and/or
  and/or
 49




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Potential
    Conflicts Related to the Valuation of Investments   50




---



##### Table of Contents



Potential
    Conflicts That May Arise When Goldman Sachs Acts in a Capacity
    Other than Managing Member to the Company or the Investment
    Funds
  Potential
    Conflicts Relating to Principal and Cross Transactions        and/or and/or
 51




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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   52




---



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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
   53




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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     54




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55




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56




---



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Potential
    Conflicts That May Arise When an Advisor Acts in a Capacity
    Other Than Advisor to the Advisor Funds, Portfolio Companies or
    Managed Accounts  mark-ups,
      12b-1
  The
    Advisors May In-Source or Outsource    Potential
    Conflicts in Connection with Brokerage Transactions and Proxy
    Voting by the Advisors
     57




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non-U.S. broker-dealers.
         58




---



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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
 59




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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     60




---



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Conflicting
    Obligations to the Company and Other Advisory Accounts      Personal
    Interests of Advisory Personnel
    his/her
 61




---



##### Table of Contents



Form 10-K
  Error and
    Error Correction Policy
    Identification of Compensable Errors.
      case-by-case
   62




---



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Waiver of Subscription and
    Redemption Requirements. lock-up
  Compensation for Errors.
  Notification of Compensable Errors.
  Errors by Advisors.
  Reprocessing NAV Errors and Compensation of
    Members.
 63




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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
 64




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65




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ITEM 1A.  RISK
    FACTORS
  General
    Risks
    Risks
    Related to the Company and the Investment Funds
    Performance and Operation
  Limited
    Operating History of the Company; Past Performance of the
    Company is not Indicative of Future Results
  and/or Special Risks of
    the Companys StructureRisks Associated with the
    Company Investing in Other EntitiesPast Performance of
    Affiliated Funds and Advisors are not Necessarily Indicative of
    the Results that the Company and any Investment Fund May
    Achieve or of Future Results
  A
    Substantial Portion of an Investment Funds Assets May be
    Invested Utilizing Strategies That are Not Within its Investment
    Sector; Most Advisors do not Provide Detailed Position
    Information Regarding their Portfolios
  BUSINESSPERFORMANCE OF THE
    COMPANYDescription of the Investees and the Performance of
    the Investees,
   66




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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
   67




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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
 68




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69




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The
    Company Does Not Currently Intend to Participate in New Issues
    Which May Limit Potential Gains
      Risks
    Related to the Companys Regulatory Environment
  Limited
    Regulatory Oversight; Members not Afforded Protection of
    Investment Company Act
       70




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Rule 501(a)(1)-(3),
    Legal,
    Tax and Regulatory Risks; Disclosure of Information Regarding
    Members
   71




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and/or and/or
  Regulation
    as a Bank Holding Company
    and/or Potential Conflicts
    of Interest
   72




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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
           73




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and/or
  and/or
  Redemptions
    of Units are Subject to a Substantial Waiting Period and
    Potentially Outdated Information
     74




---



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and/or
  Substantial
    Redemptions Could Have a Material Adverse Effect on the
    Company
    Risks Related to Issuers of
    SecuritiesAdvisor Special Investments 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
 75




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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
       76




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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
   77




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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
     78




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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
   79




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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
    Company 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
    The Other
    Business Activities and Relationships of Goldman Sachs and the
    Companys Advisors May Create Conflicts of
    Interest
   80




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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
  BUSINESSFEES AND EXPENSES
   81




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and/or
  The
    Company Could Indirectly Incur Duplicative Transaction Costs
    Without Accomplishing a Net Investment Result
    Compensation
    Arrangements With the Managing Member and the Advisors of the
    Investment Funds May Create Incentives for the Managing Member,
    the Investment Funds or the Advisors to Make Riskier Investments
    or to Inflate Returns
    Transactions
    Between and Among Funds May Be Undervalued and Negatively Affect
    the Companys Performance
   82




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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
  A
    Members Investment in the Company will be Affected by the
    Investment Policies and Decisions of Advisors Which are Outside
    the Companys Control
  Investment Related
    Risks
  Limitations
    on Ability to Invest in Advisors May Result in Assets Not Being
    Used to Pursue Investment Objectives
   83




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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
    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
 84




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##### Table of Contents



Risks Related to the Companys
    StructureThe Companys Financial Statements are, and
    in the Future Will Ultimately be, Based on Estimates of
    Valuations Provided by Third Party Advisors Which May not be
    Accurate or May Need to be Adjusted in the Future
  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
     85




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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
 86




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Party Advisors Which May not be Accurate or May Need to be
    Adjusted in the Future
  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
 87




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and/or
  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
   88




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Advisor
    Funds Securities are Generally Illiquid Which May Increase
    Costs and Limit Redemptions
    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
 89




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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
   90




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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
       91




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Convergence
    Risk May Result in Significant Losses of the Investment Funds
    and the Company
    Possible Effects of Speculative Position Limits Could
    Adversely Affect the Operations and Profitability of the
    Investment Funds and the Company
  non-U.S. exchanges.
   92




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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
     93




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non-U.S. currencies
  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
   94




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Swap
    Agreements May Increase or Decrease the Overall Volatility of an
    Investment Funds Portfolio
    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
   95




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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
   96




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Third
    Party Co-Investment with Advisor Funds
    Reliance
    on Technology
   97




---



##### Table of Contents



Third-Party
    Use of Publicly Available Information or Similar Trading
    Strategies
    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
 98




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non-U.S. countries
  non-U.S. countries
  non-U.S. governments
  Investment
    in Emerging Markets Involves Significant Risks, Including
    Inflation and Currency Devaluations
    non-U.S. securities
   99




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##### Table of Contents



Privatizations
    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
 100




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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
            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
   101




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Fixed
    Income Securities are Subject to Credit Risk and Price
    Volatility
    and/or non-U.S. government;
  and/or
  High
    Yield Debt Investments are Subject to Significant Risks of
    Default, Illiquidity and Volatility
      Other
    Debt Instruments; CBOs and CLOs
   102




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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
      Put
    Options Involve Significant Risks for Buyers and
    Sellers
   103




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Reverse
    Repurchase Agreements May Increase the Volatility of an
    Investment Funds and the Companys Investment
    Portfolio
    There are
    Significant Risks Associated with When-Issued and Forward
    Commitment Securities
    Derivatives
    with Respect to High Yield and Other Indebtedness Expose
    Advisors to Counterparty and Issuer Risk
   104




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Credit
    Default Swaps
  and/or
  Risks of
    Spread Transactions
    The
    Company May be Prevented From Achieving its Objective During any
    Period in Which Assets are not Substantially Invested in
    Accordance with Principal Investment Strategies
    Restricted
    and Illiquid Investments May Prevent Prompt Liquidation of
    Unfavorable Positions Resulting in Substantial Loss
   105




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##### Table of Contents



non-U.S. exchanges
  Risks
    Related to Issuers of Securities
  The
    Issuers of Securities Acquired by Advisors will Sometimes Face a
    High Degree of Business and Financial Risk
        Expected
    Transactions May not Take Place or may Result in Substantial
    Losses
   106




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Investments
    in Small Capitalization Companies are Speculative and May be
    Difficult to Value
    Investments
    in Issuers of Indebtedness May be Adversely Affected in the
    Event of an Issuers Insolvency
   107




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##### Table of Contents



non-U.S. issuers
  Purchases
    of Securities and Other Obligations of Financially Distressed
    Companies Create an Enhanced Risk of Substantial Loss or Loss of
    Entire Investment
  and/or
  Investments
    in Certain Multi-Advisor Structures
  BUSINESS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
   108




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non-U.S. general
      Advisor
    Special Investments
      and/or
 109




---



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Changes
    to the Trading and Investment Strategies Utilized by the
    Advisors
  and/or
 110




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##### Table of Contents



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
            and/or and/or
   111




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ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    RESERVED 112




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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


Low3/31/08


$
153.37


$
150.256/30/08


$
154.91


$
152.119/30/08


$
150.92


$
141.0612/31/08


$
135.68


$
131.923/31/09


$
133.05


$
132.786/30/09


$
136.59


$
133.789/30/09


$
142.06


$
138.1412/31/09


$
143.89


$
141.81     Record
    Holders of Units of the Company
    Distributions
    Recent
    Sales of Unregistered Units and Use of Proceeds
  Form 10-Q Form 8-K.
 113




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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. 114




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
    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

2009


2008


2007


2006


2005Net trading gain/(loss)

$
60,555,634


$
(91,647,625
)

$
87,875,947


$
76,020,409


$
66,816,581Total expenses

$
8,871,658


$
9,978,508


$
9,808,096


$
9,926,911


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

$
51,843,963


$
(101,224,791
)

$
78,394,581


$
66,569,645


$
52,141,634Less: Incentive allocation to the managing member

$
137,681


$
14,474


$
3,919,729


$
3,328,482


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

$
51,706,282


$
(101,239,265
)

$
74,474,852


$
63,241,163


$
49,526,418   Financial Condition

Year Ended As of December 31,Data

2009


2008


2007


2006


2005Investments

$
586,435,496


$
614,788,663


$
702,436,288


$
686,250,341


$
1,124,329,933Total assets

$
621,906,334


$
641,732,463


$
705,861,961


$
687,475,191


$
1,125,036,745Total liabilities

$
24,208,299


$
31,796,392


$
25,077,879


$
25,400,717


$
350,437,862Members equity

$
597,698,035
(1)

$
609,936,071
(2)

$
680,784,082
(3)

$
662,074,474
(4)

$
774,598,883
(5)Ending NAV/Unit:Class A Series 1

$
143.89


$
131.92


$
152.88


$
137.10


$
125.75     (1)
    
    The reduction in members equity as of December 31,
    2009 reflects redemptions payable in the amount of $22,410,715
    at December 31, 2009. 115




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(2)
    
    The reduction in members equity as of December 31,
    2008 reflects redemptions payable in the amount of $28,982,893
    at December 31, 2008.(3)
    
    The reduction in members equity as of December 31,
    2007 reflects redemptions payable in the amount of $22,708,145
    at December 31, 2007.(4)
    
    The reduction in members equity as of December 31,
    2006 reflects redemptions payable in the amount of $23,701,199
    at December 31, 2006.(5)
    
    The reduction in members equity as of December 31,
    2005 reflects redemptions payable in the amount of $347,523,596
    at December 31, 2005.  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
         116




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and/or
        Results
    of Operations
   117




---



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2009
    Performance
    Overview
    40-year
      118




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##### Table of Contents



Year EndedPortfolio Weight


Portfolio Weight


December 31,as a % of


as a % of Adjusted


2009Investee

Members
    Equity (1)


Members
    Equity (2)


Net Return (3)GELS


39.40
%


37.98
%


13.37
%GFS


22.17
%


21.36
%


19.10
%GFS Trust


6.28
%


6.05
%


5.06
%(4)GRV


0.82
%


0.79
%


6.70
%GTT


25.97
%


25.03
%


6.35
%HFPO


3.48
%


3.36
%


11.27
%     (1)
    
    Members equity, used in the calculation of the fair value
    of the Investees as a percentage of members equity, is
    reduced for member redemptions that are paid after the balance
    sheet date according to ASC 480, Distinguishing
    Liabilities from Equity.(2)
    
    Adjusted members equity, used in the calculation of the
    fair value of the Investees as a percentage of adjusted
    members equity, represents members equity excluding
    Redemptions payable in the amount of $22,410,715 at
    December 31, 2009.(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 and GFS Trust
    interests for GFS Trust. 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.(4)
    
    GFS Trust commenced operations on March 31, 2009. The
    return is for the period from March 31, 2009 to
    December 31, 2009.    The
    Investees
    Goldman
    Sachs Global Equity Long/Short, LLC
       119




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Goldman
    Sachs Global Fundamental Strategies, LLC
     120




---



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Goldman
    Sachs Global Fundamental Strategies Asset Trust
    Goldman
    Sachs Global Tactical Trading, LLC
       121




---



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Goldman
    Sachs HFP Opportunistic Fund, LLC
      Goldman
    Sachs Global Relative Value, LLC
    2008
    Performance
   122




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##### Table of Contents



Overview
      Portfolio Weight


Portfolio Weight as


Year Endedas a% of


a% of Adjusted


December 31, 2008Investee

Members
    Equity (1)


Members
    Equity (2)


Net Return (3)GELS


29.89
%


28.53
%


(16.75
)%GFS


34.79
%


33.21
%


(19.18
)%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 Investees as a percentage of members equity, is
    reduced for member redemptions that are paid after the balance
    sheet date according to ASC 480, Distinguishing
    Liabilities from Equity.(2)
    
    Adjusted members equity, used in the calculation of the
    fair value of the Investees 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 Investees
    with respect to the Companys investment in any of the
    Investees. Past performance is not indicative of future results,
    which may vary.    The
    Investees
    Goldman
    Sachs Global Equity Long/Short, LLC
   123




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124




---



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Goldman
    Sachs Global Fundamental Strategies, LLC
            Goldman
    Sachs Global Relative Value, LLC
      U.S.-focused
   125




---



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Goldman
    Sachs Global Tactical Trading, LLC
         126




---



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Goldman
    Sachs HFP Opportunistic Fund, LLC
            2007
    Performance
   127




---



##### Table of Contents



Overview
    Portfolio Weight


Portfolio Weight as


Year Endedas a % of


a % of Adjusted


December 31, 2007Investee

Members
    Equity (1)


Members
    Equity (2)


Net Return (3)GELS


33.16
%


32.09
%


11.70
%GFS


37.84
%


36.62
%


20.22
%GRV


12.38
%


11.99
%


4.53
%GTT


14.39
%


13.92
%


15.72
%HFPO


5.41
%


5.23
%


(10.26
)%     (1)
    
    Members equity, used in the calculation of the fair value
    of the Investees as a percentage of members equity, is
    reduced for member redemptions that are paid after the balance
    sheet date according to ASC 480, Distinguishing
    Liabilities from 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 Investees
    with respect to the Companys investment in any of the
    Investees. Past performance is not indicative of future results,
    which may vary.    The
    Investees
    Goldman
    Sachs Global Equity Long/Short, LLC
         128




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Goldman
    Sachs Global Fundamental Strategies, LLC
              Goldman
    Sachs Global Relative Value, LLC
       129




---



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Goldman
    Sachs Global Tactical Trading, LLC
       130




---



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Goldman
    Sachs HFP Opportunistic Fund, LLC
      For the
    period from July 1, 2007 (commencement of operations of
    HFPO) through December 31, 2007
   131




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##### Table of Contents



Comparison
    of Selected Financial Information for the years ended
    December 31, 2009, 2008 and 2007
  Interest
    and Dividend Income
    Expenses
          Incentive
    Allocation
      BUSINESSFEES AND EXPENSES
 132




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Liquidity
    and Capital Resources
        lock-up
 133




---



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134




---



##### Table of Contents



135




---



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Recent
    Accounting Pronouncements
  Financial Accounting Standard Board (FASB)
    Accounting Standards Codification
    (ASC).
 136




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Determining Fair Value When the Volume and Level of Activity
    for the Asset or Liability Have Significantly Decreased and
    Identifying Transactions That Are Not Orderly (ASC
    820).
  Investments in Certain Entities That Calculate Net Asset
    Value per Share (or Its Equivalent). No. 2009-12, No. 2009-12 No. 2009-12 No. 2009-12,
  Critical
    Accounting Policies and Estimates
  Use of
    estimates
    Fair
    value
     137




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##### Table of Contents



December 31,
    2009
  % of fair value

% of fair valueinvestments valued using

utilizing NAV provided byInvestee

quoted market prices

external advisorsGELS

0.07%

40.09%GFS

%

21.59%GFS Trust

%

6.40%GRV

%

0.83%GTT

0.57%

25.89%HFPO

%

3.56%Total

0.64%

99.36%   December 31,
    2008
  % of fair value

% of fair valueinvestments valued using

utilizing NAV provided byInvestee

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%     RISK FACTORS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, and
    Risks Associated with the Company Investing in Other
    Entities
 138




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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
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Quantitative
    and Qualitative Disclosures About Market Risk
    139




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Year EndedDecember 31, 2009Net Trading% of Members


% of Adjusted


Fair Value/Value


Profit/(Loss)Investee

Equity (1)


Members
    Equity (2)


at Risk


(In millions)


LiquidityGELS


39.40
%


37.98
%

$
235,518,832


$
24.2



(3
)GFS


22.17
%


21.36
%

$
132,477,127


$
22.5



(4
)GFS Trust


6.28
%


6.05
%

$
37,532,758


$
2.2



(5
)GRV


0.82
%


0.79
%

$
4,887,674


$
1.5



(6
)GTT


25.97
%


25.03
%

$
155,217,816


$
8.1



(7
)HFPO


3.48
%


3.36
%

$
20,801,289


$
2.1



(4
)Total


98.12
% (9)


94.57
% (8)

$
586,435,496


$
60.6   Year EndedDecember 31, 2008Net Trading% of Members


% of Adjusted


Fair Value/Value


Profit/(Loss)Investee

Equity (1)


Members
    Equity (2)


at Risk


(In millions)


LiquidityGELS


29.89
%


28.53
%

$
182,311,620


$
(37.4
)


(3
)GFS


34.79
%


33.21
%

$
212,189,214


$
(49.4
)


(4
)GRV


9.68
%


9.24
%

$
59,060,101


$
(6.3
)


(6
)GTT


19.53
%


18.65
%

$
119,121,670


$
3.2



(7
)HFPO


6.91
%


6.59
%

$
42,106,058


$
(1.7
)


(4
)Total


100.80
% (10)


96.22
% (8)

$
614,788,663


$
(91.6
)     (1)
    
    Members equity, used in the calculation of the investments
    as a percentage of members equity, is reduced for member
    redemptions that are paid after the balance sheet date according
    to ASC 480, Distinguishing Liabilities from Equity.(2)
    
    Adjusted members equity, used in the calculation of the
    fair value of the Investees as a percentage of adjusted
    members equity, represents members equity excluding
    Redemptions payable in the amount of $22,410,715 at
    December 31, 2009 and Redemptions payable in the amount of
    $28,982,893 at December 31, 2008.(3)
    
    Redemptions can be made quarterly with 61 days
    notice, or at the sole discretion of the Managing Member.(4)
    
    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.(5)
    
    GFS Trust does not provide investors with a voluntary redemption
    right. Pursuant to the terms of the trust agreement for GFS
    Trust, distributions will be made to holders of interests in GFS
    Trust as GFS Trust receives proceeds in respect of its Advisors.(6)
    
    Redemptions can be made quarterly with 91 days
    notice, or at the sole discretion of the Managing Member. GRV
    ceased its trading activities effective July 1, 2009 and
    will dissolve at the time all assets are liquidated, liabilities
    are satisfied and liquidation proceeds are distributed through
    payment of a liquidating distribution. GRV suspended redemptions
    pending the completion of the liquidation proceedings.(7)
    
    Redemptions can be made quarterly with 60 days
    notice, or at the sole discretion of the Managing Member.(8)
    
    The total value of the Companys investment in the
    Investees 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.(9)
    
    The total value of the Companys investment in the
    Investees was less than 100% of members equity because
    members equity reflected cash and cash equivalents greater
    than total liabilities.(10)
    
    The total value of the Companys investment in the
    Investees exceeded 100% of members equity because
    members equity reflected certain accrued liabilities of
    the Company, including fees and expenses, and also reflected
    Redemptions payable on the balance sheet date. 140




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Risk
    Management
    Value-at-Risk one-day RISK FACTORSGeneral
    RisksRisks Related to the Company and the Investment
    Funds Performance and OperationA Substantial Portion
    of an Investment Funds Assets May be Invested Utilizing
    Strategies That are Not Within its Investment Sector; Most
    Advisors do not Provide Detailed Position Information Regarding
    their Portfolios and Dependence on the
    Managing Member and the Advisors; the Managing Member Generally
    Has Limited Access to Information on or Control over
    Advisors Portfolios and Members Assume the Risk that
    Advisors May Knowingly Misrepresent Information Which Could Have
    a Material Negative Impact on the Company
  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
 141




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##### Table of Contents



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
  BUSINESSINVESTMENT
    PROGRAMAllocation Among the Investment Funds
   142




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ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  page F-1
    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 rata
    allocation to Members

$
(9,946,834
)

$
19,411,322


$
(66,642,618
)

$
(44,061,135
)   Fiscal Quarter EndedMar. 31,


June 30,


Sep. 30,


Dec. 31,2009


2009


2009


2009Net Trading Profit/(Loss)

$
6,140,299


$
18,620,945


$
25,706,878


$
10,087,512Total Expenses

$
2,244,249


$
2,200,386


$
2,184,443


$
2,242,580Net Income/(Loss)

$
3,976,409


$
16,474,468


$
23,537,710


$
7,855,376Net Income/(Loss) Available for pro rataallocation to
    Members

$
3,975,595


$
16,453,430


$
23,464,525


$
7,812,732  143




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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.         144




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##### Table of Contents



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   145




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##### Table of Contents



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

Age

Position(s)Kent A. Clark


45


Managing Director and Chief Investment Officer of the Managing
    MemberJennifer Barbetta


37


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


43


Managing Director of the Managing MemberJ. Christopher A. Kojima


40


Director of the CompanyA. Charles Baillie


42


Director of the Company     Kent A. Clark
  Jennifer Barbetta
  Westley D. Chapman
 146




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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,
 147




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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
    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
     148




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ITEM 11.
    EXECUTIVE
    COMPENSATION  BUSINESSFEES AND EXPENSES
  Fee Type

Fee AmountManagement Fee paid or payable by the Company

$
7,578,899Incentive Allocation paid or payable by the Company

$
137,681Placement 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
      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


  149




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##### Table of Contents



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
        Regulation S-K,
   150




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##### Table of Contents



Director
    Independence
  Section 10A-3
  Brokerage
           151




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##### Table of Contents



Placement
    Agent
       152




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##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES    Year EndedDecember 312009


2008Audit Fees

$
179,473


$
148,000Audit-Related Fees

$



$
Tax Fees(1)

$
81,500


$
70,800All Other Fees

$



$
Total

$
260,973


$
218,800     (1)
    
    Tax services primarily involve assistance with the preparation
    of tax returns and K-1s.   153




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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, 2009 and
    December 31, 2008


F-3Balance Sheet as of December 31, 2009 and December 31,
    2008


F-4Statement of Operations for the years ended December 31,
    2009, 2008 and 2007


F-5Statement of Changes in Members Equity for the years ended
    December 31, 2009, 2008 and 2007


F-6Statement of Cash Flows for the years ended December 31,
    2009, 2008 and 2007


F-7Notes to Financial Statements


F-8   2.
    Financial Statement Schedules.    3.
    List of Exhibits.  page E-1.
 154




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##### Table of Contents



SIGNATURES
          By:
    /s/  Jennifer
    Barbetta         Signature

Capacity

Date/s/  J.
    Christopher A. KojimaJ.
    Christopher A. Kojima

Director

March 30, 2010/s/  A.
    Charles BaillieA.
    Charles Baillie

Director

March 30, 2010  155




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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 Companys 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,
    2009 and December 31, 2008


F-3Balance Sheet as of December 31, 2009 and
    December 31, 2008


F-4Statement of Operations for the years ended
    December 31, 2009, 2008 and 2007


F-5Statement of Changes in Members Equity for
    the years ended December 31, 2009, 2008 and 2007


F-6Statement of Cash Flows for the years ended
    December 31, 2009, 2008 and 2007


F-7Notes to Financial Statements


F-8  F-1




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm   
        ERNST &
    YOUNG LLP
    F-2




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##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
  Schedule
    of Investments
  December 31,
    2009 and December 31, 2008
  2009


2008% of


% of adjusted





% of


% of adjustedFair


members


members


Fair


members


membersAffiliated Investee

value


equity(1)


equity(2)


value


equity(1)


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

$
235,518,832



39.40
%


37.98
%

$
182,311,620



29.89
%


28.53
%Goldman Sachs Global Fundamental Strategies, LLC


132,477,127



22.17
%


21.36
%


212,189,214



34.79
%


33.21
%Goldman Sachs Global Fundamental Strategies Asset Trust


37,532,758



6.28
%


6.05
%










Goldman Sachs Global Relative Value, LLC


4,887,674



0.82
%


0.79
%


59,060,101



9.68
%


9.24
%Goldman Sachs Global Tactical Trading, LLC


155,217,816



25.97
%


25.03
%


119,121,670



19.53
%


18.65
%Goldman Sachs HFP Opportunistic Fund, LLC


20,801,289



3.48
%


3.36
%


42,106,058



6.91
%


6.59
%Total investments (cost $526,489,487 and $580,410,892,
    respectively)

$
586,435,496



98.12
%


94.57
%

$
614,788,663



100.80
%


96.22
%     December 31, 2009% ofProportionate


% of


AdjustedUnderlying





Share of


Members


MembersAffiliated Investee

Investment


Strategy


Fair Value


Equity(1)


Equity(2)Goldman Sachs Tactical
    Trading, LLC


GS Global Trading Advisors, LLC(4
)


Managed Futures


$
58,480,624



9.78
%


9.43
%   December 31, 2008% ofProportionate


% of


AdjustedUnderlying





Share of


Members


MembersAffiliated 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
%     (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 ASC 480, Distinguishing
    Liabilities from 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 $22,410,715 at
    December 31, 2009 and Redemptions payable in the amount of
    $28,982,893 at December 31, 2008.(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)
    
    Affiliated investment fund with a
    monthly liquidity term.   F-3




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##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLCBALANCE SHEET
    December 31, 2009 and December 31, 2008
  2009


2008ASSETSAssets:Investments in affiliated Investees, at fair value (cost
    $526,489,487 and $580,410,892, respectively)

$
586,435,496


$
614,788,663Cash and cash equivalents


35,470,838



26,943,800Total assets

$
621,906,334


$
641,732,463LIABILITIES AND MEMBERS EQUITYLiabilities:Redemptions payable

$
22,410,715


$
28,982,893Due to managing member


1,288,968



2,017,653Interest payable


13,556



6,889Accrued expenses and other liabilities


495,060



788,957Total liabilities


24,208,299



31,796,392Members equity (units outstanding 4,736,483.29 and
    5,040,063.11, respectively)


597,698,035



609,936,071Total liabilities and members equity

$
621,906,334


$
641,732,463Analysis of members equity:Net capital contributions, accumulated net investment
    income/(loss) and realized profit/(loss) on investments

$
537,752,026


$
575,558,300Accumulated net unrealized profit/(loss) on investments

$
59,946,009


$
34,377,771Total members equity*

$
597,698,035


$
609,936,071     *
    Refer to Note 8 for units outstanding and NAV per unit
    amounts by series.   F-4




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##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLCSTATEMENT OF OPERATIONS
    For the years ended December 31, 2009, 2008 and
    2007
  2009


2008


2007Income from trading:Realized and unrealized gain/(loss) on investments in affiliated
    Investees:Net realized gain/(loss)

$
38,166,633


$
43,741,004


$
49,362,879Net change in unrealized gain/(loss)


22,389,001



(135,388,629
)


38,513,068Net trading gain/(loss)


60,555,634



(91,647,625
)


87,875,947Interest and dividend income


159,987



401,342



326,730Expenses:Management fee


7,578,899



8,638,530



8,636,414Professional fees


1,049,718



1,059,248



632,679Interest expense


81,111



81,333



283,897Other expenses


161,930



199,397



255,106Total expenses


8,871,658



9,978,508



9,808,096Net investment income/(loss)


(8,711,671
)


(9,577,166
)


(9,481,366
)Net income/(loss)


51,843,963



(101,224,791
)


78,394,581Less: Incentive allocation to the Managing Member


137,681



14,474



3,919,729Net income/(loss) available for pro-rata allocation to members

$
51,706,282


$
(101,239,265
)

$
74,474,852    F-5




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##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLCSTATEMENT OF CHANGES IN
    MEMBERS EQUITY
    For the years ended December 31, 2009, 2008 and
    2007
  Managing








Totalmembers


Members


Members


membersequity


units


equity


equityMember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



609,936,071Subscriptions






738,758.37



73,875,837



73,875,837Redemptions


(137,681
)


(1,042,338.19
)


(137,820,155
)


(137,957,836
)Share Class conversion














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


137,681











137,681Pro-rata allocation










51,706,282



51,706,282Members equity at December 31, 2009

$




4,736,483.29


$
597,698,035


$
597,698,035    F-6




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##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLCSTATEMENT OF CASH FLOWS
    For the years ended December 31, 2009, 2008 and
    2007
  2009


2008


2007Cash flows from operating activitiesNet income/(loss)

$
51,843,963


$
(101,224,791
)

$
78,394,581Adjustments to reconcile net income/(loss) to net cash
    provided by (used in) operating activities:Subscription of investments in affiliated Investees


(142,600,000
)


(151,000,000
)


(100,310,000
)Proceeds from redemptions of investments in affiliated Investees


231,508,801



147,000,000



172,000,000Net realized gain/(loss) from investments in affiliated Investees


(38,166,633
)


(43,741,004
)


(49,362,879
)Net change in unrealized gain/(loss) of investments in
    affiliated Investees


(22,389,001
)


135,388,629



(38,513,068
)Increase/(decrease) in operating liabilitiesDue to managing member


(728,685
)


(164,006
)


766,233Accrued expenses and other liabilities


(293,897
)


607,771



(87,314
)Net cash from operating activities


79,174,548



(13,133,401
)


62,887,553Cash flows from financing activitiesSubscriptions


73,875,837



124,251,266



43,080,500Redemptions


(144,530,014
)


(87,599,738
)


(103,758,527
)Proceeds from loan


6,667







20,283,897Repayments of loan










(20,292,600
)Net cash from financing activities


(70,647,510
)


36,651,528



(60,686,730
)Net change in cash and cash equivalents


8,527,038



23,518,127



2,200,823Cash and cash equivalents at beginning of year


26,943,800



3,425,673



1,224,850Cash and cash equivalents at end of year

$
35,470,838


$
26,943,800


$
3,425,673Supplemental disclosure of cash flow informationCash paid by the Company during the year for interest

$
74,444


$
81,333


$
292,600In-kind transfer from Goldman Sachs Global Fundamental
    Strategies, LLC to Goldman Sachs Global Fundamental Strategies
    Asset Trust (Refer to Note 3)

$
47,730,311


$



$
    F-7




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##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC



NOTES TO
    FINANCIAL STATEMENTS



December 31,
    2009  Note 1 
    Organization    Note 2 
    Significant
    accounting policies  Basis of
    presentation
    Use of
    estimates
    Recent
    Accounting Developments
  Financial Accounting Standard Board (FASB)
    Accounting Standards Codification
    (ASC).
  Determining Fair Value When the Volume and Level of Activity
    for the Asset or Liability Have Significantly Decreased and
    Identifying Transactions That Are Not Orderly (ASC
    820).
 F-8




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##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 2 
    Significant
    accounting policies (continued)    Investments in Certain Entities That Calculate Net Asset
    Value per Share (or Its Equivalent). No. 2009-12, No. 2009-12 No. 2009-12 No. 2009-12,
  Fair
    value of Investments
    Fair Value Measurements and
    Disclosure
  
    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.    Ownership
    in Investees
   F-9




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##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 2 
    Significant
    accounting policies (continued)    December 31, 2009% owned


Adjusted


Adjusted %Investee


by the


Investee


owned by theCompany investment


equity(1)


Company(1)


equity(2)


Company(2)GELS

$
235,518,832


$
406,728,241



57.91
%

$
464,593,167



50.69
%GFS


132,477,127



275,465,080



48.09
%


357,336,116



37.07
%GFS Trust


37,532,758



133,566,660



28.10
%


133,566,660



28.10
%GRV


4,887,674



18,606,692



26.27
%


18,606,692



26.27
%GTT


155,217,816



296,045,714



52.43
%


312,655,496



49.64
%HFPO


20,801,289



35,033,537



59.38
%


35,033,537



59.38
%Total

$
586,435,496   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


$
531,609,977



34.29
%

$
597,755,511



30.50
%GFS


212,189,214



696,463,843



30.47
%


767,385,948



27.65
%GRV


59,060,101



180,740,040



32.68
%


231,754,831



25.48
%GTT


119,121,670



208,504,823



57.13
%


256,655,918



46.41
%HFPO


42,106,058



30,841,896



136.52
%(3)


105,841,896



39.78
%Total

$
614,788,663     (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 ASC 480, Distinguishing
    Liabilities from 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.(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 HFPO, reducing the percentage owned by the
    Company to 39.25% based on the December 31, 2008
    HFPOs equity.  Realized
    and unrealized gain/(loss) on investments in affiliated
    Investees
   F-10




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 2 
    Significant
    accounting policies (continued)    Cash and
    cash equivalents
    Allocation
    of net income/(loss)
    Subscriptions
    and redemptions
    Income
    taxes
      Indemnifications
   F-11




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 2 
    Significant
    accounting policies (continued)      Note 3 
    Investments
    in affiliated Investees        December 31, 2009Assets

Level 1


Level 2


Level 3


TotalInvestments by investment strategy:Equity Long/Short

$



$
235,518,832


$



$
235,518,832Event Driven






132,477,127



37,532,758



170,009,885Relative Value










4,887,674



4,887,674Tactical Trading






155,217,816







155,217,816Multi-Strategy






20,801,289







20,801,289Total

$



$
544,015,064


$
42,420,432


$
586,435,496  F-12




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 3 
    Investments
    in affiliated Investees (continued)  December 31, 2008Assets

Level 1


Level 2


Level 3


TotalInvestments by investment strategy:Equity Long/Short

$



$
182,311,620


$



$
182,311,620Event Driven






212,189,214







212,189,214Relative Value






59,060,101







59,060,101Tactical Trading






119,121,670







119,121,670Multi-Strategy






42,106,058







42,106,058Total

$



$
614,788,663


$



$
614,788,663       Investees by investment strategyEvent Driven


Relative Value


TotalBalance at January 1, 2009





$



$



$
Net realized gain/(loss) on investments in affiliated investees






380,599



(1,417,919
)


(1,037,320
)Net change in unrealized gain/(loss) on investments in
    affiliated investees held at year-end






1,427,159



386,882



1,814,041Net subscriptions/(redemptions)






35,725,000



(24,193,735
)


11,531,265Net Level 3 transfers in/(out)










30,112,446



30,112,446Balance at December 31, 2009





$
37,532,758


$
4,887,674


$
42,420,432     December 31,Investee

2009


2008GELS

$
211,430,047


$
173,053,312GFS


122,004,423



195,942,328GFS Trust


32,545,763



GRV


5,165,590



62,102,941GTT


136,619,878



103,502,311HFPO


18,723,786



45,810,000$
526,489,487


$
580,410,892  F-13




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 3 
    Investments
    in affiliated Investees (continued)    Year Ended December 31,Investee

Liquidity


2009


2008


2007GELS


(1
)

$
24,207,212


$
(37,448,188
)

$
26,022,295GFS


(2
)


22,529,461



(49,405,381
)


45,144,727GFS Trust


(3
)


2,188,357







GRV


(4
)


1,439,227



(6,259,065
)


4,339,169GTT


(5
)


8,096,147



3,172,388



14,366,319HFPO


(2
)


2,095,230



(1,707,379
)


(1,996,563
)Total





$
60,555,634


$
(91,647,625
)

$
87,875,947     (1)
    
    Redemptions can be made quarterly with 61 days
    notice, or at the sole discretion of its managing member.(2)
    
    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 its
    managing member.(3)
    
    GFS Trust does not provide investors with a voluntary redemption
    right. Pursuant to the terms of the trust agreement for GFS
    Trust, distributions will be made to holders of interests in GFS
    Trust as GFS Trust receives proceeds in respect of its
    underlying investments. The estimated remaining holding period
    of its remaining underlying investments range from one to five
    years.(4)
    
    Redemptions can be made quarterly with 91 days
    notice, or at the sole discretion of its managing member. GRV
    ceased its trading activities effective on July 1, 2009,
    and will dissolve at the time all assets are liquidated,
    liabilities are satisfied and liquidation proceeds are
    distributed through payment of a liquidating distribution. GRV
    suspended redemptions pending the completion of the liquidation
    proceedings. The estimated remaining holding period of its
    remaining underlying investments range from one to five years.(5)
    
    Redemptions can be made quarterly with 60 days
    notice, or at the sole discretion of its managing member.    Goldman
    Sachs Global Equity Long/Short, LLC
  long-bias,
  Goldman
    Sachs Global Fundamental Strategies, LLC
   F-14




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 3 
    Investments
    in affiliated Investees (continued)  catalyst-activist,
  Goldman
    Sachs Global Fundamental Strategies Asset Trust
    Goldman
    Sachs Global Relative Value, LLC
      Goldman
    Sachs Global Tactical Trading, LLC
   F-15




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 3 
    Investments
    in affiliated Investees (continued)    Goldman
    Sachs HFP Opportunistic Fund, LLC
    Management
    fees and incentive allocations/fee
    2009


2008


2007Management


Incentive


Management


Incentive


Management


IncentiveInvestee

fees


fee


fees


fee


fees


feeGELS


1.54
%


18.25
%


1.63
%


19.77
%


1.49
%


20.22
%GFS


1.58
%


18.00
%


1.72
%


17.78
%


1.51
%


19.77
%GFS Trust


1.42
%


16.04
%














GRV


1.27
%


12.22
%


1.64
%


17.83
%


1.51
%


20.91
%GTT


1.85
%


17.81
%


2.26
%


22.28
%


2.09
%


22.70
%HFPO


1.99
%


19.86
%


2.35
%


23.49
%


1.56
%


20.18
%     Note 4 
    Fees      Note 5 
    Risk
    Management   F-16




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 5 
    Risk
    Management (continued)        Market
    risk
                   F-17




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 5 
    Risk
    Management (continued)    Credit
    risk
        Operational
    risk
    Liquidity
    risk
        and/or
 F-18




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 5 
    Risk
    Management (continued)    lock-up lock-ups.
    Note 6 
    Related
    parties           F-19




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 6 
    Related
    parties (continued)    Note 7 
    Borrowing
    facility    Time periods(1)

Maximum amount(2)(3)

Interest rate(4)

Commitment fee6/7/08-12/31/09

Lesser of $32,000,000
    or 14.25% of the Companys NAV

LIBOR plus 1.00%


0.25
%1/1/08-6/6/08

Lesser of $32,000,000
    or 15% of the Companys NAV

LIBOR plus 0.65%


0.25
%     (1)
    
    The maturity date of the Credit Facility is June 5, 2010.(2)
    
    The Company also granted a security interest in the
    Companys cash accounts and any other accounts that contain
    any other investment property of the Company.(3)
    
    The Company further amended certain terms of the Credit Facility
    on January 28, 2010. The maximum amount was increased to
    $33,700,000 or 14.25% of the Companys NAV and the
    commitment fee was increased to 0.29%.(4)
    
    London Interbank Offered Rate (LIBOR).    Note 8 
    Members
    equity     Year Ended December 31, 2009


Year Ended December 31, 2008


Year Ended December 31, 2007Units


Amount


Units


Amount


Units


AmountShare Class ConversionClass ASeries 1





$




295,317.71


$
45,148,615



319,714.29


$
43,832,922Series 21


















(20,000.00
)


(2,180,597
)Series 22


















(126,060.00
)


(13,362,621
)Series 23


















(17,500.00
)


(1,846,363
) F-20




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 8 
    Members
    equity (continued)  Year Ended December 31, 2009


Year Ended December 31, 2008


Year Ended December 31, 2007Units


Amount


Units


Amount


Units


AmountSeries 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
)

$
Subscriptions Class ASeries 33





$







$




10,000.00


$
1,000,000Series 34


















10,010.00



1,001,000Series 35


















27,595.00



2,759,500Series 36


















37,000.00



3,700,000Series 37


















34,000.00



3,400,000Series 38


















38,700.00



3,870,000Series 39


















31,750.00



3,175,000Series 40


















51,000.00



5,100,000Series 41


















75,000.00



7,500,000Series 42


















54,000.00



5,400,000Series 43


















27,750.00



2,775,000Series 44


















34,000.00



3,400,000Series 45










77,622.13



7,762,213







Series 46










149,310.53



14,931,053







 F-21




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 8 
    Members
    equity (continued)  Year Ended December 31, 2009


Year Ended December 31, 2008


Year Ended December 31, 2007Units


Amount


Units


Amount


Units


AmountSeries 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







Series 57


25,000.00



2,500,000















Series 58


50,000.00



5,000,000















Series 59


15,000.00



1,500,000















Series 60


27,600.00



2,760,000















Series 61


11,312.98



1,131,298















Series 62


62,000.00



6,200,000















Series 63


66,712.98



6,671,298















Series 64


36,650.00



3,665,000















Series 65


54,137.27



5,413,727















Series 66


95,580.88



9,558,088















Series 67


1,367.32



136,732















Series 68


57,080.94



5,708,094















Series 69


20,861.87



2,086,187















Series 70


6,848.67



684,867















Series 71


1,403.93



140,393















Series 72


6,915.70



691,570















Series 73


1,335.83



133,583















Series 74


83,000.00



8,300,000















Series 75


85,100.00



8,510,000















Series 76


30,850.00



3,085,000















Total


738,758.37


$
73,875,837



1,242,512.66


$
124,251,266



430,805.00


$
43,080,500Redemptions Class ASeries 1


918,434.94


$
126,197,094



649,166.41


$
93,316,375



671,424.67


$
98,845,744Series 45


18,500.00



1,619,229



6,300.00



543,637







Series 46


28,057.64



2,537,895















Series 48


5,000.00



453,200















Series 49


5,000.00



472,959















 F-22




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 8 
    Members
    equity (continued)  Year Ended December 31, 2009


Year Ended December 31, 2008


Year Ended December 31, 2007Units


Amount


Units


Amount


Units


AmountSeries 50


13,613.61


$
1,240,823






$







$
Series 51


3,232.00



300,000















Series 52


12,000.00



1,138,619















Series 53


16,000.00



1,525,865















Series 54


12,500.00



1,258,376















Series 56


10,000.00



1,076,095















1,042,338.19


$
137,820,155



655,466.41


$
93,860,012



671,424.67


$
98,845,744     December 31, 2009


December 31, 2008


December 31, 2007Outstanding Units


Net Asset Value


Outstanding Units


Net Asset Value


Outstanding Units


Net Asset ValueNon-managingmembersClass ASeries 1


2,885,415.51


$
415,172,330



3,803,850.45


$
501,818,748



4,157,699.15


$
635,635,467Series 33


















10,000.00



1,115,107Series 34


















10,010.00



1,098,794Series 35


















27,595.00



3,005,067Series 36


















37,000.00



3,993,991Series 37


















34,000.00



3,611,289Series 38


















38,700.00



4,022,981Series 39


















31,750.00



3,283,841Series 40


















51,000.00



5,280,566Series 41


















75,000.00



7,918,349Series 42


















54,000.00



5,608,852Series 43


















27,750.00



2,785,064Series 44


















34,000.00



3,424,714Series 45


52,822.13



4,971,425



71,322.13



6,154,499







Series 46


121,252.89



11,612,001



149,310.53



13,110,185







Series 47


72,250.00



6,777,089



72,250.00



6,213,647







Series 48


121,500.00



11,601,290



126,500.00



11,074,495







Series 49


140,800.00



13,318,515



145,800.00



12,644,862







Series 50


208,466.39



19,361,580



222,080.00



18,911,135







Series 51


123,068.00



11,423,377



126,300.00



10,748,705







Series 52


96,750.00



9,224,038



108,750.00



9,506,109







Series 53


73,550.00



7,104,425



89,550.00



7,930,768







Series 54


69,350.00



7,066,804



81,850.00



7,654,640







Series 55


22,500.00



2,379,248



22,500.00



2,187,676







 F-23




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 8 
    Members
    equity (continued)  December 31, 2009


December 31, 2008


December 31, 2007Outstanding Units


Net Asset Value


Outstanding Units


Net Asset Value


Outstanding Units


Net Asset ValueSeries 56


10,000.00


$
1,076,095



20,000.00


$
1,980,602






$
Series 57


25,000.00



2,715,361















Series 58


50,000.00



5,386,946















Series 59


15,000.00



1,618,719















Series 60


27,600.00



2,979,262















Series 61


11,312.98



1,212,471















Series 62


62,000.00



6,519,496















Series 63


66,712.98



7,009,995















Series 64


36,650.00



3,809,919















Series 65


54,137.27



5,558,740















Series 66


95,580.88



9,827,589















Series 67


1,367.32



140,588















Series 68


57,080.94



5,869,039















Series 69


20,861.87



2,145,009















Series 70


6,848.67



704,178















Series 71


1,403.93



144,351















Series 72


6,915.70



711,069















Series 73


1,335.83



137,350















Series 74


83,000.00



8,401,415















Series 75


85,100.00



8,628,531















Series 76


30,850.00



3,089,790















Subtotal


4,736,483.29


$
597,698,035



5,040,063.11


$
609,936,071



4,588,504.15


$
680,784,082Managing member






















Total members equity





$
597,698,035






$
609,936,071






$
680,784,082   December 31, 2009


December 31, 2008


December 31, 2007NAV per unit


NAV per unit


NAV per unitNon-managing members
    Class ASeries 1

$
143.89


$
131.92


$
152.88Series 33










111.51Series 34










109.77Series 35










108.90Series 36










107.95Series 37










106.21Series 38










103.95Series 39










103.43 F-24




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 8 
    Members
    equity (continued)  December 31, 2009


December 31, 2008


December 31, 2007NAV per unit


NAV per unit


NAV per unitSeries 40

$



$



$
103.54Series 41










105.58Series 42










103.87Series 43










100.36Series 44










100.73Series 45


94.12



86.29



Series 46


95.77



87.80



Series 47


93.80



86.00



Series 48


95.48



87.55



Series 49


94.59



86.73



Series 50


92.88



85.15



Series 51


92.82



85.10



Series 52


95.34



87.41



Series 53


96.59



88.56



Series 54


101.90



93.52



Series 55


105.74



97.23



Series 56


107.61



99.03



Series 57


108.61







Series 58


107.74







Series 59


107.91







Series 60


107.94







Series 61


107.18







Series 62


105.15







Series 63


105.08







Series 64


103.95







Series 65


102.68







Series 66


102.82







Series 67


102.82







Series 68


102.82







Series 69


102.82







Series 70


102.82







Series 71


102.82







Series 72


102.82







Series 73


102.82







Series 74


101.22







Series 75


101.39







Series 76


100.16







   F-25




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 9 
    Financial
    Highlights    2009


2008


2007Class A


Class A


Class ASeries 1


Series 1


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

$
131.92


$
152.88


$
137.10Income from operations:Net trading profit/(loss)


13.95



(18.92
)


18.63Net investment income/(loss)(1)(2)


(1.98
)


(2.04
)


(2.85
)Total income/(loss) from operations


11.97



(20.96
)


15.78Net asset value, end of period

$
143.89


$
131.92


$
152.88Ratios to average members equity(3)Expenses


1.46
%


1.44
%


1.42
%Incentive allocation


0.00
%


0.00
%


0.57
%Total expenses and incentive allocation


1.46
%


1.44
%


1.99
%Net investment income/(loss)(2)


(1.44
)%


(1.39
)%


(1.95
)%Total return (prior to incentive allocation)(4)


9.07
%


(13.71
)%


12.12
%Incentive allocation


0.00
%


0.00
%


(0.61
)%Total return


9.07
%


(13.71
)%


11.51
%     (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 members equity are calculated by dividing total
    expenses and net investment income/(loss), respectively, by the
    month end average members equity for the period. The
    ratios to average members equity calculated above do not
    include the Companys proportionate share of the net
    investment income and expenses of the Investees. The ratios to
    average members equity for each member may vary based on
    individualized incentive allocation bases and the timing of
    capital transactions.(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.   F-26




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 10 
    Significant
    Investees  and/or and/or
  Balance
    Sheet
    December 31, 2009GELS


GFS


GTTAssetsInvestments in Investees, at fair value

$
422,198,049


$
303,788,708


$
106,086,018Investments in affiliated Investees, at fair value


720,104



23,626,633



185,915,266Cash and cash equivalents


18,030,775



25,410,020



8,723,057Other assets


24,466,148



6,509,847



12,457,432Total assets

$
465,415,076


$
359,335,208


$
313,181,773Liabilities and Net AssetsLiabilitiesRedemptions payable

$
57,864,926


$
81,871,036


$
16,609,782Accrued expenses and other liabilities


821,909



1,999,092



526,277Total liabilities


58,686,835



83,870,128



17,136,059Net assets


406,728,241



275,465,080



296,045,714Total liabilities and net assets

$
465,415,076


$
359,335,208


$
313,181,773   December 31, 2008GELS


GFS


GTTAssetsInvestments in Investees, at fair value

$
507,375,746


$
651,881,468


$
115,983,452Investments in affiliated Investees, at fair value


1,757,984



41,756,829



95,549,215Cash and cash equivalents


86,798,258



48,995,300



45,129,030Other assets


2,043,326



25,339,004



237,320Total assets

$
597,975,314


$
767,972,601


$
256,899,017Liabilities and Net AssetsLiabilitiesRedemptions payable

$
66,145,534


$
70,922,105


$
48,151,095Accrued expenses and other liabilities


219,803



586,653



243,099Total liabilities


66,365,337



71,508,758



48,394,194Net assets


531,609,977



696,463,843



208,504,823Total liabilities and net assets

$
597,975,314


$
767,972,601


$
256,899,017  F-27




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 10 
    Significant
    Investees (continued)  Statement
    of Operations
    December 31, 2009Income/(Loss)

GELS


GFS


GTTNet realized gain/(loss) on Investees

$
(12,369,124
)

$
61,818,045


$
30,113,212Net change in unrealized gain/(loss) on Investees


71,714,411



8,234,277



(13,300,462
)Investment income


311,429



454,261



172,459Expenses


(1,266,799
)


(2,128,662
)


(1,334,934
)Net income/(loss) from operations

$
58,389,917


$
68,377,921


$
15,650,275   December 31, 2008Income/(Loss)

GELS


GFS


GTTNet realized gain/(loss) on Investees

$
59,529,257


$
147,794,327


$
11,377,950Net change in unrealized gain/(loss) on Investees


(184,985,135
)


(332,763,998
)


(4,153,934
)Investment income


753,825



709,613



692,883Expenses


(1,552,959
)


(3,043,920
)


(962,708
)Net income/(loss) from operations

$
(126,255,012
)

$
(187,303,978
)

$
6,954,191   December 31, 2007Income/(Loss)

GELS


GFS


GTTNet realized gain/(loss) on Investees

$
110,713,958


$
35,640,098


$
31,920,318Net change in unrealized gain/(loss) on Investees


(14,893,541
)


149,147,801



3,547,627Investment income


913,379



2,057,736



469,010Expenses


(2,475,626
)


(3,549,586
)


(1,430,314
)Net income/(loss) from operations

$
94,258,170


$
183,296,049


$
34,506,641  F-28




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 10 
    Significant
    Investees (continued)  Statement
    of Cash Flows
    December 31, 2009GELS


GFS


GTTCash flows from operating activitiesNet income/(loss) from operations

$
58,389,917


$
68,377,921


$
15,650,275Net increase/(decrease) in investments in investees(1)


86,215,577



208,956,990



(8,538,000
)Net increase/(decrease) in operating assets and liabilities


(22,190,524
)


20,241,596



(11,986,473
)Net cash provided by/(used in) operating activities


122,414,970



297,576,507



(4,874,198
)Cash flows from financing activitiesNet subscriptions/(redemptions)(1)


(191,182,453
)


(321,161,787
)


(31,531,775
)Net cash provided by/(used in) financing activities


(191,182,453
)


(321,161,787
)


(31,531,775
)Net change in cash and cash equivalents


(68,767,483
)


(23,585,280
)


(36,405,973
)Cash and cash equivalents at beginning of year


86,798,258



48,995,300



45,129,030Cash and cash equivalents at end of year

$
18,030,775


$
25,410,020


$
8,723,057     (1)
    
    During the year ended December 31, 2009, GTT had an in-kind
    subscription of $71,930,617 and GFS had an in-kind redemption of
    $157,265,966.  December 31, 2008GELS


GFS


GTTCash flows from operating activitiesNet income/(loss) from operations

$
(126,255,012
)

$
(187,303,978
)

$
6,954,191Net increase/(decrease) in investments in investees


330,388,001



393,838,578



18,142,713Net increase/(decrease) in operating assets and liabilities


23,085,420



(25,653,047
)


(280,519
)Net cash provided by/(used in) operating activities


227,218,409



180,881,553



24,816,385Cash flows from financing activitiesNet subscriptions/(redemptions)


(119,744,804
)


(105,594,645
)


9,959,197Net proceeds/(repayments) from loan


(23,896,658
)


(26,485,771
)


Net cash provided by/(used in) financing activities


(143,641,462
)


(132,080,416
)


9,959,197Net change in cash and cash equivalents


83,576,947



48,801,137



34,775,582Cash and cash equivalents at beginning of year


3,221,311



194,163



10,353,448Cash and cash equivalents at end of year

$
86,798,258


$
48,995,300


$
45,129,030   F-29




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 10 
    Significant
    Investees (continued)  December 31, 2007GELS


GFS


GTTCash flows from operating activitiesNet income/(loss) from operations

$
94,258,170


$
183,296,049


$
34,506,641Net increase/(decrease) in investments in investees


36,575,263



(174,799,663
)


59,220,253Net increase/(decrease) in operating assets and liabilities


(32,604,644
)


(9,861,298
)


(6,668,527
)Net cash provided by/(used in) operating activities


98,228,789



(1,364,912
)


87,058,367Cash flows from financing activitiesNet subscriptions/(redemptions)


(136,268,832
)


(81,057,381
)


(82,147,096
)Net proceeds/(repayments) from loan


24,004,697



26,460,437



(1,435,289
)Net cash provided by/(used in) financing activities


(112,264,135
)


(54,596,944
)


(83,582,385
)Net change in cash and cash equivalents


(14,035,346
)


(55,961,856
)


3,475,982Cash and cash equivalents at beginning of year


17,256,657



56,156,019



6,877,466Cash and cash equivalents at end of year

$
3,221,311


$
194,163


$
10,353,448  F-30




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 10 
    Significant
    Investees (continued)  Condensed
    Schedule of Investments
    GELS 
    December 31, 2009
  % ofAdvisor Funds by Investment Strategy

Fair Value


Net AssetsCatalyst  Activist (cost $15,808,963)

$
20,220,428



4.97
%ConsumerTE Hayground Cove Portfolio, Ltd. (cost $3,126,742)(1)


720,104



0.18DiversifiedGlenview Institutional Partners, L.P.


21,023,811



5.17
%Karsch Capital II, L.P.


26,228,977



6.45PFM Diversified Fund, L.P.


20,966,390



5.16SCP Ocean Fund, L.P.


21,809,122



5.36Viking Global Equities, L.P.


25,612,676



6.30Other


187,274,286



46.04Total Diversified (cost $265,634,005)


302,915,262



74.48Energy (cost $11,500,000)


11,350,421



2.79GrowthConatus Capital Partners, L.P. (cost $19,910,770)


20,997,168



5.16Multi-Strategy (cost $12,165,969)


8,787,164



2.16Short-Term Trading (cost $16,500,000)


16,184,835



3.98ValueSkellig Partners, L.P.


26,492,494



6.51Other


15,250,277



3.75Total Value (cost $33,607,973)


41,742,771



10.26Total Investments in Advisor Funds (cost $378,254,422)

$
422,918,153



103.98
%  F-31




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 10 
    Significant
    Investees (continued)  GFS 
    December 31, 2009
  % ofAdvisor Funds by Investment Strategy

Fair Value


Net AssetsCredit Opportunities  Distressed SecuritiesAnchorage Capital Partners L.P.

$
30,096,559



10.93
%Brigade Leveraged Capital Structures Fund, L.P.


21,107,054



7.66Greywolf Capital Partners II, L.P.


43,058,240



15.63Other


17,808,045



6.46Total Credit Opportunities  Distressed Securities
    (cost $84,442,652)


112,069,898



40.68Multi-StrategyEmpyrean Capital Fund L.P.


26,286,209



9.54Eton Park Fund, L.P.


32,833,855



11.92Goldman Sachs RP Partners, LLC (invested in Perry Partners,
    L.P.)(1)


23,626,633



8.58Halcyon Partners, L.P.


29,989,388



10.89Manikay Master Fund, L.P.


12,557,334



4.56Manikay Onshore Fund, L.P.


5,237,957



1.90Orange Capital Domestic I, L.P.


26,201,521



9.51OZ Domestic Partners II, L.P.


25,706,638



9.33Taconic Capital Partners 1.5, L.P.


32,905,908



11.95Total Multi-Strategy (cost $172,167,300)


215,345,443



78.18Total Investments in Advisor Funds (cost $256,609,952)

$
327,415,341



118.86
%  F-32




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 10 
    Significant
    Investees (continued)  GTT 
    December 31, 2009
  % ofAdvisor Funds by Investment Strategy

Fair Value


Net AssetsEmerging Markets Relative Value (cost $1,748,911)

$
573,112



0.19
%Global MacroBridgewater Pure Alpha II, LLC


17,600,097



5.95D. E. Shaw Oculus Fund, LLC


18,099,787



6.11Goldman Sachs BH Fund Onshore, LLC (invested in Brevon
    Howard, L.P.)(1)


30,495,770



10.30Goldman Sachs DeWorde Onshore, LLC (invested in Caxton Global
    Investments (USA) LLC)(1)


26,294,707



8.88Goldman Sachs Sherwood Fund, LLC(1)


11,244,080



3.80Remington Investment Strategies, L.P.


21,226,289



7.17Other


30,757,618



10.39Total Global Macro (cost $134,540,323)


155,718,348



52.60Managed FuturesGoldman Sachs Global Trading Advisors, LLC(1)


111,539,633



37.67TE Jenkins Portfolio, Ltd.(1)


6,341,076



2.14Other


17,829,115



6.03Total Managed Futures (cost $130,289,377)


135,709,824



45.84Total Investments in Advisor Funds (cost $266,578,611)

$
292,001,284



98.63
%     (1)
    
    Advisor Fund is affiliated with the Significant Investee and the
    Company.        lock-ups
   F-33




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 10 
    Significant
    Investees (continued)  GELS 
    December 31, 2008
  % ofAdvisor Funds by Investment Strategy

Fair Value


Net AssetsCatalyst  ActivistJana Partners Qualified L.P. (cost $27,442,323)

$
29,791,327



5.61
%ConsumerTE Hayground Cove Portfolio, Ltd.(1) (cost $3,126,742)


1,757,984



0.33DiversifiedViking Global Equities L.P.


40,033,864



7.53Other


315,970,718



59.43Total Diversified (cost $370,190,725)


356,004,582



66.96Long-BiasScout Capital Concentrated, L.P. (cost $46,500,960)


37,947,287



7.14Multi-Strategy (cost $22,000,000)


19,871,957



3.74Real Estate (cost $12,000,000)


9,934,135



1.87Value (cost $54,923,660)


53,826,458



10.12Total Investments in Advisor Funds (cost $536,184,410)

$
509,133,730



95.77
%  F-34




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 10 
    Significant
    Investees (continued)  GFS 
    December 31, 2008
  % ofAdvisor Funds by Investment Strategy

Fair Value


Net AssetsCatalyst  Activist (cost $30,000,000)

$
20,070,165



2.88
%Credit Opportunities  Distressed SecuritiesAnchorage Capital Partners L.P.


46,728,641



6.71Greywolf Capital Partners II, L.P.


39,169,176



5.62Silver Point Capital Fund, L.P.


58,137,704



8.35Trafalgar Merchant Fund


678,667



0.10Trafalgar Recovery Fund


542,185



0.08Other


29,499,300



4.23Total Credit Opportunities  Distressed Securities
    (cost $145,850,425)


174,755,673



25.09Multi StrategyCanyon Value Realization Fund, L.P.


36,227,068



5.20Empyrean Capital Fund L.P.


40,063,040



5.75Eton Park Fund, L.P.


123,548,877



17.74Eton Park Re LDC


86,655



0.01Goldman Sachs RP Partners, LLC (invests in Perry Partners,
    L.P.)(1)


41,756,829



6.00OZ Domestic Partners, L.P.


16,194,011



2.33OZ Domestic Partners II, L.P.


30,110,987



4.32Taconic Capital Partners 1.5, L.P.


45,792,207



6.58Trafalgar Catalyst Fund


41,047,579



5.89Other


82,606,242



11.86Total Multi Strategy (cost $400,345,662)


457,433,495



65.68Risk Arbitrage  Special Situation (cost
    $54,871,098)


41,378,964



5.94Total Investments in Advisor Funds (cost $631,067,185)

$
693,638,297



99.59
%  F-35




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 10 
    Significant
    Investees (continued)  GTT 
    December 31, 2008
  % ofAdvisor Funds by Investment Strategy

Fair Value


Net AssetsGlobal MacroBrevan Howard, L.P.

$
29,489,564



14.14
%Bridgewater Pure Alpha II, LLC


14,015,870



6.72D. E. Shaw Oculus Fund, LLC


18,373,403



8.81Drawbridge Global Macro Fund, L.P.


14,043,197



6.74Goldman Sachs DeWorde Onshore, LLC (invests in Caxton Global
    Investments (USA) LLC)(1)


23,025,655



11.04Remington Investment Strategies, L.P.


19,162,801



9.19Other


12,399,879



5.95Total Global Macro (cost $109,472,426)


130,510,369



62.59Managed FuturesGoldman Sachs Global Trading Advisors, LLC(1)


72,523,560



34.78Other


8,498,738



4.08Total Managed Futures (cost $63,337,106)


81,022,298



38.86Total Investments in Advisor Funds (cost $172,809,532)

$
211,532,667



101.45
%     (1)
    
    Advisor Fund is affiliated with the Significant Investee and the
    Company.        lock-ups
   F-36




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 10 
    Significant
    Investees (continued)  Fair
    Value Hierarchy
    December 31, 2009Assets

Level 1


Level 2


Level 3


TotalGELS

$



$
413,334,824


$
9,583,329


$
422,918,153GFS






308,047,463



19,367,878



327,415,341GTT






285,886,771



6,114,513



292,001,284   December 31, 2008Assets

Level 1


Level 2(1)


Level 3(1)


TotalGELS

$



$
487,440,886


$
21,692,844


$
509,133,730GFS






575,946,236



117,692,061



693,638,297GTT






180,295,473



31,237,194



211,532,667     (1)
    
    The Level 2 and Level 3 fair value amounts were
    reclassified at December 31, 2008 for comparative purposes
    to such levels at December 31, 2009 due to additional
    guidance related to liquidity provided by Advisor Funds in
    leveling such assets as provided within ASU
    No. 2009-12
    Investment in Certain Entities That Calculate Net Asset
    Value per Share (or Its Equivalent).    Liquidity
    2009


2008GELS


2
%


4
%GFS


5
%


17
%GTT


2
%


14
%       Risk
    Management
   F-37




---



##### Table of Contents



GOLDMAN
    SACHS HEDGE FUND PARTNERS, LLC
   NOTES TO
    FINANCIAL STATEMENTS (continued)
   December 31,
    2009
   Note 10 
    Significant
    Investees (continued)  Advisor
    Funds Management Fees and Incentive
    Allocations/Fees
    Financial
    Highlights
    December 31, 2009GELS


GFS


GTTRatios to average net assets(1)Expenses


0.19
%


0.21
%


0.23
%Net investment income/(loss)


(0.12
)%


(0.11
)%


(0.16
)%Total return(2)


13.37
%


19.10
%


6.35
%   December 31, 2008GELS


GFS


GTTRatios to average net assets(1)Expenses


0.15
%


0.12
%


0.14
%Net investment income/(loss)


(0.04
)%


(0.05
)%


0.12
%Total return(2)


(16.75
)%


(19.18
)%


3.27
%   December 31, 2007GELS


GFS


GTTRatios to average net assets(1)Expenses


0.16
%


0.11
%


0.22
%Net investment income/(loss)


(0.06
)%


0.09
%


(0.03
)%Total return(2)


11.70
%


20.22
%


15.72
%     (1)
    
    The ratios to average net assets are based on expenses and net
    investment income/(loss) of Class C
    Series 1 units for GELS, GFS and GTT. The ratios to
    average net assets calculated above do not include each
    Significant Investees proportionate share of the net
    investment income/(loss) and expenses of their investments.(2)
    
    The total returns are based on the performance of Class C
    Series 1 units for GELS, GFS, and GTT. The returns
    include administration fees. No management fee or incentive
    allocation was charged by the managing member of the Significant
    Investees with respect to the Companys investment in any
    of the Significant Investees.   Note 11 
    Subsequent
    Events   F-38