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Execution
Copy
 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT
 OF
 GOLDMAN
SACHS GLOBAL EQUITY LONG/SHORT, LLC
 Dated
as of January 1, 2008




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TABLE OF CONTENTS
 PageARTICLE I General Provisions
    
    
    1Section 1.01
    
    Company Name and Address
    
    
    1Section 1.02
    
    Fiscal Year
    
    
    1Section 1.03
    
    Liability of Members
    
    
    1Section 1.04
    
    Purposes of the Company
    
    
    2Section 1.05
    
    Assignability of Units; Assignment by Managing Member
    
    
    3Section 1.06
    
    Registered Office and Agent for Service of Process
    
    
    3ARTICLE II Management of the Company
    
    
    3Section 2.01
    
    Management Generally
    
    
    3Section 2.02
    
    Delegation by Managing Member
    
    
    3Section 2.03
    
    Authority of the Managing Member
    
    
    3Section 2.04
    
    Reliance by Third Parties
    
    
    5Section 2.05
    
    Activity of the Managing Member
    
    
    5Section 2.06
    
    Standard of Care; Indemnification
    
    
    6Section 2.07
    
    Management Fee; Payment of Costs and Expenses
    
    
    8Section 2.08
    
    Principal Transactions and Other Related Party Transactions
    
    
    9ARTICLE III Series of Units; Admission of New Members
    
    
    9Section 3.01
    
    Classes and Series of Units
    
    
    9Section 3.02
    
    Conversion of Series
    
    
    10Section 3.03
    
    New Members
    
    
    10Section 3.04
    
    Adjustment to Number of Units Issued
    
    
    10Section 3.05
    
    Additional Classes of Units
    
    
    10ARTICLE IV Capital Accounts of Members and Operation Thereof
    
    
    11Section 4.01
    
    Definitions
    
    
    11Section 4.02
    
    Capital Contributions
    
    
    11Section 4.03
    
    Capital Accounts
    
    
    12Section 4.04
    
    Membership Percentages
    
    
    12Section 4.05
    
    Allocation of Net Capital Appreciation or Net Capital Depreciation
    
    
    13Section 4.06
    
    Amendment of Incentive Allocation
    
    
    14Section 4.07
    
    Determination of Net Assets
    
    
    14Section 4.08
    
    Determination of Net Asset Value
    
    
    15Section 4.09
    
    Allocation for Tax Purposes
    
    
    16Section 4.10
    

Determination by
Managing Member of Certain Matters; Managing Members Discretion
    
    
    16Section 4.11
    
    Adjustments to Take Account of Interim Year Events
    
    
    17
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PageSection 4.12
    
    Tax Withholding
    
    
    17ARTICLE V Redemptions and Distributions
    
    
    17Section 5.01
    
    Redemptions and Distributions in General
    
    
    17Section 5.02
    
    Redemptions
    
    
    17Section 5.03
    
    Limitation on Redemptions
    
    
    19Section 5.04
    
    Distributions
    
    
    20ARTICLE VI Withdrawal, Death, Disability
    
    
    20Section 6.01
    
    Withdrawal, Death, etc. of Members
    
    
    20Section 6.02
    
    Required Withdrawals
    
    
    21Section 6.03
    
    Effective Date of Withdrawal
    
    
    21ARTICLE VII Duration and Dissolution of the Company
    
    
    21Section 7.01
    
    Duration
    
    
    21Section 7.02
    
    Dissolution
    
    
    23ARTICLE VIII Tax Returns; Reports to Members
    
    
    24Section 8.01
    
    Independent Auditors
    
    
    24Section 8.02
    
    Filing of Tax Returns
    
    
    24Section 8.03
    
    Tax Matters Partner
    
    
    24Section 8.04
    
    Financial Reports to Current Members
    
    
    24Section 8.05
    
    Tax Reports to Members and Former Members
    
    
    24ARTICLE IX Miscellaneous
    
    
    24Section 9.01
    
    General
    
    
    24Section 9.02
    
    Power of Attorney
    
    
    25Section 9.03
    
    Amendments to Limited Liability Company Agreement
    
    
    25Section 9.04
    
    Instruments
    
    
    26Section 9.05
    
    No Personal Liability For Return of Capital
    
    
    26Section 9.06
    
    Choice of Law
    
    
    26Section 9.07
    
    Venue; Inconvenient Forum
    
    
    27Section 9.08
    
    No Third Party Rights
    
    
    27Section 9.09
    
    Notices
    
    
    27Section 9.10
    
    Grantors of Revocable Trusts
    
    
    27Section 9.11
    
    Goodwill
    
    
    27Section 9.12
    
    Headings
    
    
    27Section 9.13
    
    Pronouns
    
    
    27Section 9.14
    
    Confidentiality
    
    
    27
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Code et seq
   Company Name and Address
 Fiscal Year provided, however
 Liability of Members




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Purposes of the Company
 2




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Assignability of Units; Assignment by Managing Member
   Registered Office and Agent for Service of Process
   Management Generally
 Delegation by Managing Member
 Authority of the Managing Member
 3




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4




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Reliance by Third Parties
 Activity of the Managing Member
 5




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Standard of Care; Indemnification
    6




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7




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Management Fee; Payment of Costs and Expenses
   (e.g.,
 8




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pro rata
  Principal Transactions and Other Related Party Transactions
   Classes and Series of Units
   9




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Conversion of Series
 New Members
 Adjustment to Number of Units Issued
 dditional Classes of Units
 10




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Definitions
       Capital Contributions
  11




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Capital Accounts
     Membership Percentages
 12




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Allocation of Net Capital Appreciation or Net Capital Depreciation
     13




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Amendment of Incentive Allocation provided, however,
 Determination of Net Assets
    14




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Determination of Net Asset Value
 15




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Allocation for Tax Purposes
  Determination by Managing Member of Certain Matters; Managing Members
Discretion
   16




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Adjustments to Take Account of Interim Year Events
 Tax Withholding
   Redemptions and Distributions in General
 Redemptions
  17




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18




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Limitation on Redemptions
   19




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Distributions
 a pro rata
     Withdrawal, Death, etc. of Members
   20




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Required Withdrawals
 Effective Date of Withdrawal
   Duration
   21




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22




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Dissolution
     pari passu
 23




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Independent Auditors
 Filing of Tax Returns
 Tax Matters Partner
 Financial Reports to Current Members
 Tax Reports to Members and Former Members
   General provided however,
 24




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Power of Attorney
     provided however
 Amendments to Limited Liability Company Agreement provided however
 25




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Instruments
 No Personal Liability For Return of Capital
 Choice of Law
 26




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Venue; Inconvenient Forum
 No Third Party Rights
 Notices
 Grantors of Revocable Trusts
 Goodwill
 Headings
 Pronouns
 Confidentiality
 27




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28




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MANAGING MEMBER:
GOLDMAN SACHS HEDGE FUND STRATEGIES LLCBy:
    /s/ KENT A. CLARKName:
    KENT A. CLARKTitle:
    MANAGING DIRECTOR NON-MANAGING MEMBERS:By:
    GOLDMAN SACHS HEDGE FUND STRATEGIES LLC,on behalf of each Member as attorney-in-factBy:
    /s/ KENT A. CLARKName:
    KENT A. CLARKTitle:
    MANAGING DIRECTOR 29