EXHIBIT 10.1

          AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

                                     OF

                 GOLDMAN SACHS GLOBAL TACTICAL TRADING, LLC

                        Dated as of January 1, 2003

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                             TABLE OF CONTENTS

ARTICLE 1.           FORMATION AND NAME......................................1


ARTICLE 2.           REGISTERED OFFICE.......................................1


ARTICLE 3.           BUSINESS................................................2


ARTICLE 4.           TERM OF DISSOLUTION AND FISCAL YEAR.....................2

    Section 4.1      Term....................................................2
    Section 4.2      Dissolution.............................................2
    Section 4.3      Fiscal Year.............................................3
    Section 4.4      Net Assets; Valuation...................................3
    Section 4.5      Management Fees.........................................3

ARTICLE 5.           CAPITAL CONTRIBUTIONS AND UNITS OF LIMITED LIABILITY
                     COMPANY INTEREST........................................3

    Section 5.1      Contribution of the Managing Member.....................3
    Section 5.2      Issuance of Units.......................................3
    Section 5.3      Limited Liability of Members............................4
    Section 5.4      Continuous Offering.....................................4
    Section 5.5      Treatment of Subscription Proceeds......................4
    Section 5.6      Compliance with Applicable Law..........................5
    Section 5.7      Termination of Offering.................................5
    Section 5.8      Return of Member's Capital Contribution.................5
    Section 5.9      Adjustment to Number of Units Issued....................5

ARTICLE 6.           ALLOCATION OF PROFITS AND LOSSES........................5

    Section 6.1      Definitions.............................................5
    Section 6.2      Capital Accounts........................................6
    Section 6.3      NAV of a Series and of Units............................6
    Section 6.4      Membership Percentages..................................6
    Section 6.5      Allocation of Net Capital Appreciation or Net Capital
                     Depreciation............................................6
    Section 6.6      Allocation of Profit and Loss for Federal Income Tax
                     Purposes................................................7

ARTICLE 7.           MANAGEMENT OF THE COMPANY...............................8

    Section 7.1      Duties..................................................8
    Section 7.2      Trading Policies........................................9
    Section 7.3      Books and Records.......................................9
    Section 7.4      Managing Member's Activities............................9
    Section 7.5      Managing Member's Authority.............................9
    Section 7.6      Liability of the Managing Member........................9
    Section 7.7      Expenses...............................................10
    Section 7.8      Distributions..........................................10

ARTICLE 8.           AUDITS AND REPORTS TO MEMBERS..........................10


ARTICLE 9.           ASSIGNABILITY AND REDEMPTION OF UNITS..................10

    Section 9.1      Assignability..........................................10
    Section 9.2      Redemptions............................................10

ARTICLE 10.          SPECIAL POWER OF ATTORNEY..............................12


ARTICLE 11.          WITHDRAWAL OF A MEMBER/REMOVAL OF THE MANAGING MEMBER..13

    Section 11.1     Withdrawal of a Managing Member........................13
    Section 11.2     Withdrawal of a Non-Managing Member....................13
    Section 11.3     Removal of the Managing Member.........................13

ARTICLE 12.          NO PERSONAL LIABILITY FOR RETURN OF CAPITAL............13


ARTICLE 13.          INDEMNIFICATION........................................13


ARTICLE 14.          AMENDMENTS; MEETINGS...................................14

    Section 14.1     Amendments.............................................14
    Section 14.2     Meetings...............................................14

ARTICLE 15.          ACCESS TO COMPANY RECORDS..............................15


ARTICLE 16.          GOVERNING LAW..........................................15


ARTICLE 17.          MISCELLANEOUS..........................................15

    Section 17.1     Priority Among Non-Managing Members....................15
    Section 17.2     Each Interest in the Company is a Security.............15
    Section 17.3     Notices................................................15
    Section 17.4     Binding Effect.........................................16
    Section 17.5     Captions...............................................16

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                 GOLDMAN SACHS GLOBAL TACTICAL TRADING, LLC
          AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT


     THIS AMENDED AND RESTATED LIMITED  LIABILITY  COMPANY  AGREEMENT (this
"Agreement"), effective as of January 1, 2003, by and between Goldman Sachs
Princeton  LLC, a limited  liability  company  formed under the laws of the
State of Delaware (the "Managing  Member"),  and each other party who shall
execute this  Agreement,  whether in counterpart,  by separate  instrument,
power of attorney or  otherwise  as a member  (collectively,  "Non-Managing
Members")  (the  Managing  Member  and  the   Non-Managing   Members  being
collectively referred to herein as the "Members").

                                 ARTICLE 1.

                             FORMATION AND NAME

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

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

                                 ARTICLE 2.

                             REGISTERED OFFICE

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

                                 ARTICLE 3.

                                  BUSINESS

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

                                 ARTICLE 4.

                    TERM OF DISSOLUTION AND FISCAL YEAR

     Section 4.1 Term. The term of the Company commenced upon the filing of
the Certificate of Formation in the office of the County Clerk in the State
of  Delaware  and shall end upon the first to occur of the  following:  (i)
December  31, 2019;  (ii) receipt by the Managing  Member of an election to
dissolve the Company at a specified  time by  Non-Managing  Members  owning
more than  seventy-five  percent  (75%) of each  class of units of  limited
liability company interests (all such classes being  collectively  referred
to as the "Units") then outstanding,  notice of which is sent by registered
mail to the  Managing  Member not less than  ninety  (90) days prior to the
effective  date of  such  dissolution;  (iii)  the  withdrawal,  expulsion,
insolvency,  or dissolution  of the Managing  Member (unless a new managing
member has been substituted pursuant to Article 14); or (iv) the occurrence
of any event which shall make it unlawful for the  existence of the Company
to be continued.

     Section 4.2  Dissolution.  Upon the occurrence of an event causing the
termination of the Company,  the Company shall  terminate and be dissolved.
Dissolution, payment of creditors, and distribution of the Company's assets
shall be effected as soon as  practicable  in accordance  with the Act. The
Managing Member and each  Non-Managing  Member shall share in the assets of
the Company pro rata in accordance with such Member's respective  interests
in the Company (determined on the basis of the capital accounts established
as set forth in this  Agreement),  less any amount  owing by such Member to
the Company.

     Section  4.3 Fiscal  Year.  The fiscal  year of the  Company  shall be
determined by the Managing  Member in accordance  with the  requirements of
the Internal Revenue Code, as amended (the "Code").

     Section 4.4 Net Assets;  Valuation.  The net assets ("Net  Assets") of
the Company are its assets less its  liabilities  determined  in accordance
with United States generally accepted  accounting  principles  consistently
applied,  including  any  unrealized  profits  and losses on open  Futures,
Securities and Other Investments (Futures, Securities and other Investments
being collectively  referred to herein as "Instruments").  The market value
of an  Instrument  traded on a United States or foreign  exchange  shall be
based upon the settlement  price reported by such exchange for the relevant
valuation date; provided, that if an Instrument could not be liquidated for
any  reason  on the  day  with  respect  to  which  Net  Assets  are  being
determined,  the  settlement  price  shall be either the  settlement  price
determined on the last day on which the Instrument could be liquidated,  or
such other value as the Managing Member may deem fair and  reasonable.  The
market  value of an  Instrument  not  traded on a United  States or foreign
exchange shall be its market value as determined by the Managing  Member on
a basis consistently applied.

     Section 4.5 Management Fees. In consideration for services rendered as
Managing  Member of the Company,  the Company  hereby  agrees to pay to the
Managing Member, in arrears,  a monthly  management fee and  administration
fee  based  on the  Net  Assets  of  the  Company  as of  each  month  end,
appropriately  adjusted to reflect capital appreciation or depreciation and
any   subscriptions  or  redemptions.   For  purposes  of  determining  the
management  fee,  Net Assets  shall not be reduced to reflect  any  accrued
Incentive  Allocation,  and for purposes of determining the  administration
fee,  Net Assets  shall not be reduced to  reflect  any  accrued  Incentive
Allocation or management fee. The management and  administration  fee rates
for each  series of Units will be the rate as set forth in the most  recent
applicable Private Placement Memorandum (each, a "Memorandum") for Units.

                                 ARTICLE 5.

                     CAPITAL CONTRIBUTIONS AND UNITS OF
                     LIMITED LIABILITY COMPANY INTEREST

     Section 5.1 Contribution of the Managing  Member.  The Managing Member
will  contribute  to  the  Company  such  services  and/or  cash  as it may
determine in its sole discretion from time to time.

     Section 5.2 Issuance of Units.  Interests  in the Company,  other than
those of the  Managing  Member,  shall  be  evidenced  by Units  and may be
evidenced  by  different  classes or series of Units as  determined  by the
Managing  Member  in its  sole  discretion.  The  Company  may,  but is not
required to,  continue to offer Units  pursuant to the Memorandum as of the
beginning  of any  calendar  quarter or at such other time as the  Managing
Member, in its sole discretion,  determines to offer Units; provided,  that
such offer and any related sales do not conflict with the  exemptions  from
registration for non-public  offerings under the Securities Act of 1933, as
amended.  The Managing Member on behalf of the Company shall issue Units to
persons desiring to become Non-Managing Members; provided that such persons
are determined by the Managing  Member to meet the criteria for subscribers
in each  series  of Units  as set  forth in the  Memorandum;  and  provided
further,  that their  subscriptions  for Units are accepted by the Managing
Member,  which  acceptance  the  Managing  Member may  withhold in its sole
discretion. The minimum subscription for Units shall be as set forth in the
Memorandum or such other amount as the Managing  Member may determine  from
time to time in its sole discretion.  Capital  contributions to the Company
shall be made upon execution and  acknowledgment of subscription  documents
in form and  substance  satisfactory  to the  Managing  Member.  Each newly
accepted Member shall  contribute to the capital of the Company either cash
or other property  acceptable to the Managing Member in its sole discretion
equal to $100 per Unit.  Notwithstanding the foregoing, the Managing Member
may issue  additional  Units of an existing series or Units of a new series
at a  purchase  price  other  than  $100 per Unit,  provided  that any such
issuance  does not have a material  adverse  effect on the NAV (as  defined
below)  or  Prior  High NAV (as  defined  in  Section  6.5) of Units of any
Member.  At the end of each fiscal year, any issued and outstanding  series
of Units  that is at or above its Prior High NAV per Unit  (other  than the
series of Units  issued in  connection  with the initial  offering of Units
(the "Initial  Series")) will be exchanged (after payment of the management
fee, the  administration  fee and any Incentive  Allocation  (as defined in
Section 6.5) to the Managing  Member) into Units of the Initial  Series (or
if the Initial  Series is not at or above its Prior High NAV per Unit,  the
next  offered  series  that  is at or  above  its  Prior  High  NAV) at the
prevailing NAV per Unit of such series.

     Section 5.3 Limited Liability of Members. Each Unit, when purchased by
a Member, shall be fully paid and non-assessable. No Member shall be liable
for the Company's obligations in excess of such Member's unredeemed capital
contribution and his share of undistributed  profits, if any. No additional
contributions of capital or property are or shall be required of any Member
during the term of the Company.  The Company shall not make a claim against
a Member  with  respect to amounts  distributed  to such  Member or amounts
received by such Member upon  redemption for Units unless the assets of the
Company are insufficient to discharge liabilities of the Company that arose
before the payment of such amounts.

     Section 5.4 Continuous Offering.  The Managing Member may, at any time
and from  time to time in its sole  discretion,  elect to raise  additional
capital for the Company from Non-Managing  Members and from new subscribers
on such terms and conditions as may be determined by the Managing Member in
its sole discretion.

     Section 5.5 Treatment of  Subscription  Proceeds.  Subscription  funds
received by the Managing  Member prior to the acceptance of such subscriber
as a  Non-Managing  Member or prior to the first  business day of the month
shall be placed in an escrow  account and shall not be  contributed  to the
capital  of the  Company  prior  to the  later  of  the  Managing  Member's
acceptance of the  subscription  or the first business day of the month. If
the subscription is accepted by the Managing  Member,  the proceeds thereof
shall be contributed to the capital of the Company.  A subscriber for Units
during any offering of Units shall become a  Non-Managing  Member when such
subscriber's  admission  to the Company is  reflected in the records of the
Company,  or  otherwise  as provided  in the Act.  All  interest  earned on
subscriptions while held in escrow, will be paid to the Managing Member.

     Section 5.6 Compliance  with  Applicable  Law. In connection  with the
Company's continuous offering of Units as described in the Memorandum,  the
Managing Member, on behalf of the Company, shall comply with all applicable
laws, rules and regulations.

     Section 5.7 Termination of Offering.  The Managing Member, in its sole
discretion,  is authorized at any time,  to terminate and  discontinue  any
offering  of Units,  in whole or in part or in  respect  of any  particular
jurisdiction.

     Section 5.8 Return of  Member's  Capital  Contribution.  Except to the
extent that a Non-Managing  Member shall have the right to withdraw capital
through  redemption of Units  pursuant to the terms of this  Agreement,  no
Non-Managing  Member  shall  have any  right to  demand  the  return of his
capital  contribution or any profits added thereto,  except,  to the extent
available,  upon  termination and  dissolution of the Company.  In no event
shall a Non-Managing Member be entitled to demand to receive property other
than cash.

     Section 5.9  Adjustment to Number of Units Issued.  If at any time the
Managing  Member  determines,  in its sole  discretion,  that an  incorrect
number of Units was  issued  to a Member  because  the NAV in effect on the
date of issuance  was  materially  incorrect,  the Company will adjust such
Member's Units by increasing or decreasing  them, as  appropriate,  to such
number of Units as would have been issued at the correct NAV.

                                 ARTICLE 6.

                      ALLOCATION OF PROFITS AND LOSSES

     Section 6.1  Definitions.  For the purposes of this Agreement,  unless
the context otherwise requires:

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

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

     Section 6.2 Capital Accounts.

     (a) A separate  Capital  Account shall be  established on the books of
the Company  for each  Member with  respect to each series of Units held by
such  Member.  Each  Member's  Capital  Account with respect to a series of
Units  shall  equal the NAV of such series  times the  Member's  Membership
Percentage  (as  defined in  Section  6.4) with  respect to such  series of
Units.

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

     Section 6.3 NAV of a Series and of Units.

     (a) The  net  asset  value  ("NAV")  of each  series  of  Units  shall
initially  be an amount  equal to the initial  capital  contributions  with
respect to such series.  The NAV of a series  shall be (i)  increased as of
the  beginning of each  calendar  month to reflect any  additional  capital
contributions  pursuant  to Section  5.2 in respect  of such  series,  (ii)
increased as of the end of each  calendar  month to reflect the Net Capital
Appreciation  of such series,  (iii)  decreased as of the beginning of each
calendar  month to  reflect  the  redemption  of any  Units of such  series
pursuant to Section  9.2,  (iv)  decreased  as of the end of each  calendar
month to reflect the amount of any distributions pursuant to Section 7.8 in
respect of such series; (v) decreased for any Incentive Allocation pursuant
to Section  6.5(b) in respect of such series;  and (vi) decreased as of the
end of each calendar month to reflect the Net Capital  Depreciation of such
series.

     (b) At the time of the conversion of any series of Units into Units of
the Initial  Series or any other  series of Units  pursuant to Section 5.2,
the NAV of the converted  series of Units shall be reduced to zero, and the
NAV of the series of Units into  which such Units were  converted  shall be
increased by the NAV of the converted series of Units  immediately prior to
the conversion.

     (c) The NAV per  Unit of a  series  shall  be equal to the NAV of such
series divided by the number of outstanding Units of such series.

     Section 6.4 Membership  Percentages.  A Membership Percentage shall be
determined  for each Member for any given  series of Units for each monthly
period of the Company by dividing  the number of Units owned by such Member
within a given series by the aggregate number of outstanding  Units of such
series  as of  the  beginning  of  such  month.  The  aggregate  Membership
Percentages for each series of Units shall equal 100 percent.

     Section  6.5  Allocation  of Net Capital  Appreciation  or Net Capital
Depreciation.

     (a) Any Net Capital Appreciation or Net Capital  Depreciation,  as the
case may be, for a calendar  month shall be allocated  among the  different
series of Units pro rata in accordance with the relative NAV of each series
of Units at the beginning of such period (without reduction for any accrued
and unallocated Incentive Allocation).

     (b) (i) At the  end of each  fiscal  year of the  Company,  or at such
other date during a fiscal year as of which the following  determination is
required  pursuant to this Section 6.5,  five percent (5%) of the amount by
which  the NAV of a series  of Units  (determined  prior to any  applicable
Incentive  Allocation  accrual  with  respect  to such  series of Units and
appropriately  adjusted as  determined  by the Managing  Member in its sole
discretion  for  contributions,  distributions  and  redemptions  but after
giving effect to the allocation, pursuant to Section 6.5(a), of Net Capital
Appreciation  and Net  Capital  Depreciation  for the period  then  ending)
exceeds such series' Prior High NAV at such date,  shall be  reallocated to
the Capital Account of the Managing  Member (the  "Incentive  Allocation").
The "Prior High NAV" with respect to a series of Units initially shall mean
an amount  equal to the NAV of such  series  as of the date of its  initial
issue. The new Prior High NAV with respect to a series of Units immediately
following the end of any period for which an Incentive  Allocation has been
made with  respect to such  series  shall be reset to equal the NAV of such
series,  unless the series is  exchanged  pursuant  to Section 5.2 into the
Initial  Series or  another  series,  in which  case the new Prior High NAV
shall be reset to equal the NAV of the Initial  Series or other series.  If
the NAV of such  series at the end of any fiscal year of the  Company,  and
such other date during a fiscal year as of which the  determination  of the
Incentive  Allocation is required  pursuant to Section  6.5(c) is less than
its Prior High NAV, the Prior High NAV of that series shall not change. The
Prior High NAV for each series of Units shall be appropriately  adjusted as
determined  by the Managing  Member in its sole  discretion  to account for
contributions,  distributions  and  redemptions  made with  respect to such
series of Units.

          (ii) The Incentive  Allocation  with respect to a series of Units
accrues  daily and the  Company  shall  credit the  Capital  Account of the
Managing Member as of December 31 of each year for the Incentive Allocation
out of the Capital Accounts of the Members who hold Units of such series.

     (c) In the event that the Company is  dissolved  other than at the end
of a fiscal year, or the effective  date of a Member's  redemption of Units
is other than a fiscal year-end,  then the Incentive  Allocation  described
above shall be determined and made as if such date were a fiscal year-end.

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

     Section  6.6  Allocation  of Profit  and Loss for  Federal  Income Tax
Purposes. For each fiscal year, items of income,  deduction,  gain, loss or
credit shall be allocated for income tax purposes among the Members in such
manner as to reflect equitably amounts credited or debited to each Member's
Capital  Account  for the  current  and prior  fiscal  years  (or  relevant
portions thereof).  Allocations shall be made pursuant to the principles of
Sections 704(b) and 704(c) of the Code, and in conformity with  Regulations
Sections  1.704-1(b)(2)(iv)(f),  1.704-1(b)(4)(i)  and 1.704-3  promulgated
thereunder,  as applicable or the successor provisions to such Sections and
Regulations.  Notwithstanding  anything to the contrary in this  Agreement,
there shall be  allocated  to the Members  such gains or income as shall be
necessary  to  satisfy  the  "qualified   income  offset"   requirement  of
Regulations Section 1.704-1(b)(2)(ii)(d).

     If the Company realizes capital gains  (including  short-term  capital
gains) for federal income tax purposes  ("Gains") for any fiscal year as of
the end of  which  one or  more  Positive  Basis  Members  (as  hereinafter
defined)  withdraw  from the Company  pursuant  to Article 9, the  Managing
Member may elect to allocate  such gains as follows:  (i) to allocate  such
gains among such  Positive  Basis  Members,  pro rata in  proportion to the
respective  Positive Basis (as  hereinafter  defined) of each such Positive
Basis Member, until either the full amount of such gains shall have been so
allocated or the Positive  Basis of each such  Positive  Basis Member shall
have been  eliminated,  and (ii) to allocate  any gains not so allocated to
Positive  Basis  Members  to the  other  Members  in such  manner  as shall
equitably  reflect the amounts  credited to such Member's  Capital Accounts
pursuant to Section 6.2.

     As used herein, (i) the term "Positive Basis" shall mean, with respect
to any  Member and as of any time of  calculation,  the amount by which its
interest in the Company as of such time exceeds its  "adjusted  tax basis,"
for Federal income tax purposes,  in its interest in the Company as of such
time  (determined  without regard to any adjustments made to such "adjusted
tax  basis" by reason  of any  transfer  or  assignment  of such  interest,
including by reason of death),  and (ii) the term  "Positive  Basis Member"
shall mean any Member who  withdraws  from the Company and who has Positive
Basis as of the  effective  date of its  withdrawal,  but such Member shall
cease to be a Positive  Basis Member at such time as it shall have received
allocations  pursuant to clause (i) of the preceding  sentence equal to its
Positive Basis as of the effective date of its withdrawal.

                                ARTICLE 7.

                         MANAGEMENT OF THE COMPANY

     Section 7.1 Duties.  The Managing Member, to the exclusion of all Non-
Managing Members,  shall conduct and manage the business of the Company. No
Non-Managing Members shall have the power to represent, act or, sign for or
bind the Managing Member or the Company.  No  Non-Managing  Member shall be
entitled  to any  salary,  draw or other  compensation  from the Company on
account of his investment in the Company. The Managing Member shall execute
various  documents  on behalf of the Company  and the  Members  pursuant to
powers of attorney and supervise the liquidation of the Company if an event
causing  termination of the Company occurs.  In the event that the Managing
Member has been removed or liquidated or become bankrupt or insolvent,  the
majority  of  the  Non-Managing  Members  may  elect  a  representative  to
supervise the liquidation of the Company.

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

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

     Section 7.2 Trading  Policies.  The Managing  Member shall require the
Company to follow such trading  policies as the Managing Member  determines
from time to time, in its sole discretion, are in the best interests of the
Company.

     Section 7.3 Books and Records.  The Managing  Member shall keep at the
principal  office of the  Company  such books and  records  relating to the
business  of the  Company  as it deems  necessary  or  advisable  or as are
required by the Commodity Exchange Act of 1974, as amended (the "CEA"), and
the rules and regulations thereunder.

     Section 7.4 Managing Member's Activities. The Managing Member may take
such  actions as it deems  necessary or desirable to manage the business of
the Company  including,  but not limited to, the  following:  opening  bank
accounts;  entering  into advisory  agreements  with Advisors and brokerage
agreements   with  brokers;   paying,   or  authorizing   the  payment  of,
distributions  to the  Members and  expenses of the Company  such as profit
share  allocations,  incentive  or  management  fees (if any) to  Advisors,
brokerage commissions, transaction fees, selling commissions, service fees,
legal and accounting  fees,  printing and reprinting fees and  registration
and other fees of  governmental  agencies;  and  investing or directing the
investment of funds of the Company not being  utilized as margin  deposits.
The  Managing  Member shall  devote such time to the  Company's  affairs as
shall be required to  effectively  manage the  business  and affairs of the
Company.  The Managing  Member may engage in other business  activities and
shall not be required to refrain  from any other  activity or disgorge  any
profits  from any  such  activity.  The  Managing  Member  may  engage  and
compensate,  on behalf of the Company and from Company funds, such persons,
firms or corporations,  including any person or entity  affiliated with the
Managing  Member or any other person or entity,  as the Managing  Member in
its sole judgment shall deem advisable for the conduct and operation of the
business of the Company.  The Managing  Member may contract with any person
or entity legally qualified to sell Units.

     Section 7.5 Managing  Member's  Authority.  No person dealing with the
Managing  Member  shall be  required to  determine  the  Managing  Member's
authority  to  make  any  undertaking  on  behalf  of the  Company,  nor to
determine  any fact or  circumstance  bearing  upon the  existence  of such
authority.

     Section 7.6 Liability of the Managing Member. The Managing Member, its
affiliates and their respective  partners,  members,  employees,  officers,
directors,   managing  members,  and  shareholders  shall  not  be  liable,
responsible,  or  accountable  in damages or otherwise to the Company or to
any of the Members,  or their respective  successors or assigns,  except by
reason of acts of, or omissions  due to, gross  negligence,  misconduct  or
breach of its fiduciary obligation,  and for not having acted in good faith
in the  reasonable  belief that its actions were in, or not opposed to, the
best interests of the Company. The Managing Member and its affiliates shall
not be liable to the Company or any  Non-Managing  Member (or any assignee)
for any actions entitled to indemnity within the scope of Article 13.

     Section 7.7 Expenses.  The Company pays its ongoing administrative and
offering  expenses,  including,  but  not  limited  to,  custodial,  legal,
accounting, auditing, tax, printing, filing and reporting expenses, and any
extraordinary expenses incurred from time to time.

     Section  7.8  Distributions.  The  Managing  Member  shall  have  sole
discretion in determining what distributions  (other than for redemption of
Units), if any, the Company will make to its Members.

                                ARTICLE 8.

                       AUDITS AND REPORTS TO MEMBERS

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

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

                                ARTICLE 9.

                   ASSIGNABILITY AND REDEMPTION OF UNITS

     Section 9.1  Assignability.  Without the prior written  consent of the
Managing Member, which may be withheld in its sole and absolute discretion,
with or without cause, a  Non-Managing  Member may not pledge,  transfer or
assign  any of its  Units  in  whole  or in part to any  person  except  by
operation of law pursuant to the death, bankruptcy,  dissolution, corporate
reorganization or merger of a Member,  nor substitute any other person as a
Member. Any attempted pledge, transfer, assignment or substitution not made
in accordance with this Section 9.1 will be void. No assignee or transferee
shall become a substituted  Non-Managing  Member unless with the consent of
the  Managing  Member,  in its  sole  discretion  and on such  terms as the
Managing Member may designate.

     Section 9.2 Redemptions.  A Non-Managing  Member may withdraw from the
Company  all  or,  subject  to the  Managing  Member's  sole  and  absolute
discretion,  any  part,  of his  capital  contributions  and  undistributed
profits,  if any,  as of the  time  immediately  prior  to the  opening  of
business on January 1 or July 1 of each year (each,  a "Redemption  Date").
Redemptions  will only be made if, at the time of such  redemption  (i) all
liabilities,  contingent or otherwise, of the Company, except any liability
to Members on account  of their  capital  contributions,  have been paid or
there remains  property of the Company  sufficient to pay them and (ii) the
Managing  Member  shall  have  timely  received  written  notice  from  the
redeeming  Non-Managing  Member  on or  before  the 60th day  prior to such
Redemption Date (unless such notice is waived by the Managing Member in its
sole discretion).  The Managing Member may, in its sole discretion,  permit
redemption of partial Units. A Non-Managing  Member may only make a partial
redemption of Units in amounts greater than $250,000.  Notwithstanding  the
foregoing, the Managing Member may, in its sole discretion, expressly waive
any or all of the foregoing  conditions.  The Managing  Member may also, in
its  sole  discretion,   declare  additional  redemption  dates  (each,  an
"Additional Redemption Date") with respect to any Non-Managing Member, with
or without notice to all the Non-Managing Members; provided,  however, that
prior to declaring such  Additional  Redemption  Date, the Managing  Member
will  consult  with  counsel  to the Fund to  ensure  that  the  additional
redemption will not cause the Fund to be taxable as a corporation.

     Units of a particular series will be redeemed at a per Unit price (the
"Redemption  Price")  based upon the NAV of such  series as of the close of
business on the day immediately preceding any applicable Redemption Date or
Additional  Redemption  Date (taking into account the allocation of any Net
Capital  Appreciation or Net Capital Depreciation for the calendar month or
intra-month  period  then  ending),   after  reduction  for  any  Incentive
Allocation, management fee, administration fee and other liabilities of the
Company to the extent accrued or otherwise  attributable to the Units being
redeemed  (calculated  as if the Redemption  Date or Additional  Redemption
Date, as applicable,  were the last day of the fiscal year). If a redeeming
Non-Managing  Member owns Units of more than one series,  unless  otherwise
specified by such Non-Managing  Member,  Units will be redeemed on a "first
in-first  out" basis for  purposes of  determining  the  Redemption  Price.
Accordingly,  Units of the earliest issued series owned by the Non-Managing
Member will be redeemed  first,  at the Redemption  Price for Units of such
series,   until  such   Non-Managing   Member  no  longer  owns  any  Units
attributable  to  such  series.  The  Company  will  endeavor  to  pay  the
redemption proceeds (calculated on the basis of estimated, unaudited data),
valued as of the close of business  on the day  immediately  preceding  the
Redemption Date,  within 45 days following the applicable  Redemption Date,
without interest.

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

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

     The Managing Member is hereby authorized,  in its sole discretion,  to
require  the  mandatory  redemption  of the Units held by any  Non-Managing
Member and the withdrawal of such  Non-Managing  Member from the Company at
any time and for any reason, with or without cause, in its sole discretion.
Redemptions or withdrawals pursuant to this paragraph may be effected as of
the  date on  which  notice  thereof  is sent to the  Non-Managing  Member.
Payment  upon any such  redemption  shall  be made in  accordance  with the
provisions of this Section 9.2.

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

                                ARTICLE 10.

                         SPECIAL POWER OF ATTORNEY

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

                                ARTICLE 11.

                     WITHDRAWAL OF A MEMBER/REMOVAL OF
                            THE MANAGING MEMBER

     Section  11.1  Withdrawal  of a Managing  Member.  The  Company  shall
terminate  and be dissolved  upon the  withdrawal,  removal,  insolvency or
dissolution  of the  Managing  Member  (unless  the  Company  is  continued
pursuant to the terms of Article 14). The Managing Member may withdraw from
the Company,  without any breach of this Agreement, at any time upon thirty
(30) days' prior written notice to each Non-Managing Member.

     Section 11.2  Withdrawal of a  Non-Managing  Member.  The  withdrawal,
death,  incompetency,  insolvency,  or dissolution of a Non-Managing Member
shall not dissolve or terminate the Company,  and such Non-Managing Member,
his estate,  custodian, or personal representative shall not have the right
to withdraw  or value such  Non-Managing  Member's  interest in the Company
except as provided  in Article  9.2.  Each  Non-Managing  Member  expressly
agrees  that in the event of his death,  he waives on behalf of himself and
his estate,  and he directs the legal  representative of his estate and any
person  interested  therein  to waive,  the  furnishing  of any  inventory,
accounting,  or  appraisal of the assets of the Company and any right to an
audit or examination of the books and records of the Company.

     Section 11.3 Removal of the Managing Member.  Upon the written consent
of the  Non-Managing  Members  having  at least 66 2/3% of the  Units,  the
Managing  Member shall be required to withdraw  from the  Company,  and the
Company shall be wound up and terminated,  unless the Non-Managing  Members
having at least 66 2/3% of the  Units  agree in  writing  to  continue  the
business of the Company and to the  appointment of one or more new managing
members.

                                ARTICLE 12.

                NO PERSONAL LIABILITY FOR RETURN OF CAPITAL

     The Managing  Member shall not be personally  liable for the return or
repayment of all or any portion of the capital  contribution  or profits of
any  Member,  it being  expressly  agreed  that any such  return of capital
contribution  or profits  made  pursuant  to this  Agreement  shall be made
solely from the assets  (which shall not include any right of  contribution
from the Managing Member) of the Company.

                                ARTICLE 13.

                              INDEMNIFICATION

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

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

                                ARTICLE 14.

                            AMENDMENTS; MEETINGS

     Section 14.1 Amendments. If at any time during the term of the Company
the  Managing  Member  deems  it  necessary  or  desirable  to  amend  this
Agreement,  the Managing Member may proceed to do so without the consent of
the Non-Managing  Members.  The Managing Member shall be required to notify
the  Non-Managing  Members  prior to taking any such  action and  declare a
special   redemption   date  as  described  in  the  Memorandum  for  those
Non-Managing  Members  who do not wish to  remain as  Non-Managing  Members
under the terms and  conditions  set forth in this  Agreement as amended by
the  Managing  Member,  provided  that  the  Managing  Member  may make any
amendment  to this  Agreement  it deems  necessary or desirable in its sole
discretion  without  notice or  provision  of any  redemption  right to the
Non-Managing  Members if such amendment  would not have a material  adverse
effect on the Non-Managing Members.

     Section 14.2 Meetings.  Upon receipt of a written  request,  signed by
Non-Managing  Members owning at least 25% of each class of Units (excluding
any  Units  held  by the  Managing  Member  or any  of  its  principals  of
affiliates),  that a  meeting  of the  Company  be  called to vote upon any
matter  on  which  the  Non-Managing  Members  may  vote  pursuant  to this
Agreement,   the  Managing   Member  shall,   by  written  notice  to  each
Non-Managing  Member of record  mailed  within 15 days after such  receipt,
call a meeting of the Company. Such a meeting shall be held at least 30 but
no more than 60 days after the  mailing  of such  notice,  and such  notice
shall specify the date of, a reasonable  place and time for and the purpose
of such meeting.  The Managing  Member may call a meeting of the Company at
any time,  subject to the foregoing  requirements  relating to notice.  The
Managing  Member shall have full power and authority  concerning the manner
of conducting any meeting of the Company or soliciting consents in writing,
including, without limitation, the determination of the persons entitled to
vote,  the existence of a quorum,  the conduct or voting,  the validity and
effect of proxies and the determination of controversies.

                                ARTICLE 15.

                         ACCESS TO COMPANY RECORDS

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

                                ARTICLE 16.

                               GOVERNING LAW

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

                                ARTICLE 17.

                               MISCELLANEOUS

     Section 17.1 Priority Among Non-Managing Members.  Except as otherwise
may be  specifically  set forth in this Agreement,  no Non-Managing  Member
shall be entitled to any priority or preference over any other Non-Managing
Member in regard to the affairs of the Company.

     Section 17.2 Each  Interest in the Company is a Security.  The parties
expressly  agree  that each  interest  in the  Company,  including  without
limitation  the  Units  and the  interests  of the  Managing  Member in the
Company, is a security governed by Article 8 of the Uniform Commercial Code
of the  State of  Delaware,  and the  Company,  each  Member  and any other
parties hereto  expressly agree that (i) this  establishes the terms of the
interests in the Company,  and (ii)  interests in the Company  shall not be
represented or evidenced by certificates.

     Section 17.3  Notices.  All notices under this  Agreement  shall be in
writing  and shall be  effective  upon  personal  delivery,  or, if sent by
registered or certified mail, postage prepaid,  addressed to the last known
address  of the party to whom such  notice is to be given,  then,  upon the
deposit of such notice in the United States mail.  Requests for  redemption
and notices of assignment,  transfer, or pledge of Units shall be effective
upon timely receipt by the Managing Member.  Reports by the Managing Member
to the Non-Managing  Members shall be in writing and shall be sent by first
class mail to the last known address of each Non-Managing Member.

     Section  17.4 Binding  Effect.  This  Agreement  shall inure to and be
binding  upon all of the  parties,  their  successors,  permitted  assigns,
custodians,  estates, heirs, and personal representatives.  For purposes of
determining  the  rights  of any  Member  hereunder,  the  Company  and the
Managing  Member may rely upon the Company  records as to who are  Members,
and all Members agree that their rights shall be  determined  and that they
shall be bound hereby.

     Section 17.5  Captions.  Captions in no way define,  limit,  extend or
describe  the  scope  of  this  Agreement  nor  the  effect  of  any of its
provisions.


<PAGE>


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

MANAGING MEMBER:

GOLDMAN SACHS PRINCETON LLC


By:  /s/ Tobin V. Levy
   -------------------------
Name: Tobin V. Levy
Title: Director

NON-MANAGING MEMBERS:

GOLDMAN SACHS PRINCETON LLC
on behalf of each Member as
attorney-in-fact


By:   /s/ Tobin V. Levy
   -------------------------
Name: Tobin V. Levy
Title: Director