Asa Managed Futures Fund LLC, et al. · N-2/A · On 9/25/03 · EX-99.2AII

Filed On 9/25/03 4:18pm ET   ·   SEC Files 333-106718, 811-21390   ·   Accession Number 905148-3-3300

Pre-Effective Amendment to Registration Statement of a Closed-End Investment Company   ·   Form N-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-2/A       Pre-Effective Amendment to Registration Statement    135    614K 
                          of a Closed-End Investment Company                     
 2: EX-99.2AII  Miscellaneous Exhibit                                 36    161K 
 3: EX-99.2GII  Miscellaneous Exhibit                                 12     45K 
 4: EX-99.2RI   Miscellaneous Exhibit                                 25     82K 
 5: EX-99.2RII  Miscellaneous Exhibit                                 18     49K 

EX-99.2AII   ·   Miscellaneous Exhibit
Exhibit Table of Contents

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                                                     Exhibit 99.2(a)(ii)

ASA MANAGED FUTURES FUND LLC  

(An Illinois Limited Liability Company) 

--------------------------- 

LIMITED LIABILITY COMPANY 
OPERATING AGREEMENT 

Dated as of June 30, 2003 

--------------------------- 

817 West Peachtree Street, N.W. 
Suite 400 
Atlanta, Georgia 30308-1144 
(404) 760-3424  

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TABLE OF CONTENTS 

                                                                        PAGE
                                                                        ----

ARTICLE I DEFINITIONS........................................................1  

ARTICLE II ORGANIZATION; ADMISSION OF MEMBERS................................5  

 2.1  Formation of Limited Liability Company...............................5
 2.2  Name.................................................................5
 2.3  Principal and Registered Office......................................5
 2.4  Duration.............................................................5
 2.5  Business of the Fund.................................................5
 2.6  Board of Directors...................................................6
 2.7  Members..............................................................7
 2.8  Organizational Member................................................7
 2.9  Both Directors and Members...........................................7
 2.10 Limited Liability....................................................7

ARTICLE III MANAGEMENT.......................................................8  

 3.1  Management and Control...............................................8
 3.2  Actions by the Board of Directors....................................9
 3.3  Audit Committee......................................................9
 3.4  Officers............................................................10
 3.5  Meetings of Members.................................................10
 3.6  Custody of Assets of the Fund.......................................11
 3.7  Other Activities of Members and Directors...........................11
 3.8  Duty of Care........................................................12
 3.9  Indemnification.....................................................12
 3.10 Fees, Expenses and Reimbursement....................................14

ARTICLE IV TERMINATION OF STATUS OF THE DIRECTORS,                              
TRANSFERS AND REPURCHASES...................................................15  

 4.1  Termination of Status of a Director.................................15
 4.2  Removal of the Directors............................................16
 4.3  Transfer of Interests of Members....................................16
 4.4  Repurchase of Interests.............................................17

ARTICLE V CAPITAL...........................................................19  

 5.1  Contributions to Capital............................................19
 5.2  Rights of Members to Capital........................................19
 5.3  Capital Accounts....................................................19

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 5.4  Allocation of Net Profit and Net Loss; Allocation of Offering Costs.20
 5.5  Allocation of Certain Expenditures..................................20
 5.6  Reserves............................................................20
 5.7  Tax Allocations.....................................................21
 5.8  Distributions.......................................................22
 5.9  Allocation of Organizational Expenses...............................22
 5.10 Withholding.........................................................23

ARTICLE VI DISSOLUTION AND LIQUIDATION......................................23  

 6.1  Dissolution.........................................................23
 6.2  Liquidation of Assets...............................................24

ARTICLE VII ACCOUNTING, VALUATIONS AND BOOKS AND RECORDS....................25  

 7.1  Accounting and Reports..............................................25
 7.2  Determinations by the Board of Directors............................25
 7.3  Valuation of Assets.................................................26

ARTICLE VIII MISCELLANEOUS PROVISIONS.......................................26  

 8.1  Amendment of Limited Liability Company Agreement....................26
 8.2  Special Power of Attorney...........................................27
 8.3  Notices.............................................................28
 8.4  Agreement Binding Upon Successors and Assigns.......................28
 8.5  Applicability of 1940 Act and Form N-2..............................28
 8.6  Choice of Law.......................................................29
 8.7  Not for Benefit of Creditors........................................29
 8.8  Consents............................................................29
 8.9  Merger and Consolidation............................................29
 8.10 Pronouns............................................................29
 8.11 Confidentiality.....................................................29
 8.12 Certification of Non-Foreign Status.................................30
 8.13 Severability........................................................30
 8.14 Filing of Returns...................................................30
 8.15 Tax Matters Partner.................................................30
 8.16 Section 754 Election................................................31
 8.17 Reliance............................................................31
 8.18 Registration of Assets..............................................31
 8.19 Limitation on Duties................................................31
 8.20 Contractual Statute of Limitations..................................32
 8.21 Matters Not Provided For; Compliance With Law.......................32

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ASA MANAGED FUTURES FUND LLC  
LIMITED LIABILITY COMPANY 
OPERATING AGREEMENT 

   THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT of ASA Managed Futures
Fund LLC (the "Fund") is dated as of June 30, 2003 by and among Aspen           
Strategic Alliance LLC, a Delaware limited liability company, as the Adviser    
and Organizational Member and those persons hereinafter admitted as Members.    

WHEREAS, the Fund has heretofore been formed as a limited liability   
company under the laws of the State of Illinois pursuant to its initial         
Articles of Incorporation (the "Articles") dated and filed with the Secretary   
of State of Illinois on June 30, 2003;                                          

  NOW, THEREFORE, for and in consideration of the foregoing and the mutual
covenants hereinafter set forth, it is hereby agreed as follows:                

ARTICLE I   

DEFINITIONS 

For purposes of this Agreement:                                                 

ADVISER                            Aspen Strategic Alliance LLC, or any person  
                               who may hereafter serve as the investment
                        adviser of the Fund pursuant to an
                    Investment Advisory Agreement.

ADVISERS ACT                       The Investment Advisers Act of 1940 and the  
                               rules, regulations and orders thereunder,
                          as amended from time to time, or any
    successor law.

AFFILIATE                          An affiliated person of a person as such     
                      term is defined in the 1940 Act.

AGREEMENT                          This Limited Liability Company Operating     
                              Agreement, as amended from time to time.

ARTICLES                           The Articles of Incorporation of the Fund    
                               and any amendments thereto, as filed with
                                 the office of the Secretary of State of the
        State of Illinois.

BOARD OF DIRECTORS                 The Board of Directors established pursuant  
     to Section 2.6.

CAPITAL ACCOUNT                    With respect to each Member, the capital     
                           account established and maintained on
                              behalf of the Member pursuant to Section
5.3.      

CAPITAL PERCENTAGE                 A percentage established for each Member on  
                         the Fund's books as of each Expense
                                Allocation Date. The Capital Percentage of
                            a Member on an Expense Allocation Date
                                shall be determined by dividing the amount
                               of capital contributed to the Fund by the
                              Member pursuant to Section 5.1 hereof by
            the sum of the capital

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                            contributed to the Fund by each Member
                                pursuant to Section 5.1 hereof on or prior
                                 to such Expense Allocation Date. The sum of
                               the Capital Percentages of all Members on
                              each Expense Allocation Date shall equal
100%.     

CLOSING DATE                       The first date on or as of which a person    
                            other than an Organizational Member is
                       admitted to the Fund as a Member.

CODE                               The United States Internal Revenue Code of   
                                1986, as amended, and as hereafter amended
                              from time to time, or any successor law.

DIRECTOR                           An individual designated as a director of    
                            the Fund pursuant to the provisions of
                                 Section 2.6 of the Agreement and who serves
                            on the Board of Directors of the Fund.

EXPENSE ALLOCATION DATE            The Closing Date, and thereafter each day on 
                          or before the expiration of one year
                              following the Closing Date as of which a
                                contribution to the capital of the Fund is
                          made pursuant to Section 5.1 hereof.

FISCAL PERIOD                      The period commencing on the Closing Date,   
                              and thereafter each period commencing on
                                the day immediately following the last day
                                of the preceding Fiscal Period, and ending
                              at the close of business on the first to
                   occur of the following dates:

                        (1) the last day of a Fiscal Year;

                         (2) the last day of a Taxable Year;

                                (3) the day preceding the date as of which
                                  a contribution to the capital of the
                                   Fund is made pursuant to Section 5.1;

                               (4) any day on which the Fund repurchases
                                    any Interest or portion of an Interest
               of any Member; or

                              (5) any day (other than one specified in
                                clause (2) above) as of which this
                                     Agreement provides for any amount to be
                                credited to or debited against the
                                  Capital Account of any Member, other
                                 than an amount to be credited to or
                                     debited against the Capital Accounts of
                                  all Members in accordance with their
                                respective Investment Percentages.

FISCAL YEAR                        Each period commencing on April 1 of each    
                              year and ending on March 31 of each year
                             (or on the date of a final distribution
                                 pursuant to Section 6.2 hereof), unless and
                              until the Board of Directors shall elect
                                another fiscal year for the Fund; provided
                                that, the period commencing on the Closing
                                Date and ending on March 31, 2003 shall be
                              considered a Fiscal Year for purposes of
     this Agreement.

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FORM N-2                           The Fund's Registration Statement on Form N-2
                            filed with the Securities and Exchange
                               Commission, as amended from time to time.

FUND                               The limited liability company governed       
                               hereby, as such limited liability company
                           may from time to time be constituted.

INDEPENDENT DIRECTORS              Those Directors who are not "interested      
                              persons," as such term is defined by the
            1940 Act, of the Fund.

INITIAL DIRECTOR                   Kenneth Banwart, the person who directed the 
                             formation of the Fund and served as the
            sole initial Director.

INTEREST                           The entire ownership interest in the Fund at 
                              any particular time of a Member or other
                               person to whom an Interest of a Member or
                          portion thereof has been transferred
                               pursuant to Section 4.3 hereof, including
                               the rights and obligations of such Member
                              or other person under this Agreement and
                        the laws of the State of Illinois.

INVESTMENT FUNDS                   Investment funds in which the Fund's assets  
   are invested.

INVESTMENT                         A separate written agreement entered into by 
ADVISORY AGREEMENT                 the Fund pursuant to which the Adviser       
                              provides investment advisory services to
the Fund. 

INVESTMENT PERCENTAGE              A percentage established for each Member on  
                             the Fund's books as of the first day of
                        each Fiscal Period. The Investment
                                Percentage of a Member for a Fiscal Period
                                 shall be determined by dividing the balance
                               of the Member's Capital Account as of the
                                beginning of such Fiscal Period by the sum
                           of the Capital Accounts of all of the
                                Members as of the beginning of such Fiscal
                       Period. The sum of the Investment
                                Percentages of all Members for each Fiscal
              Period shall equal 100%.

MEMBER                             Any person who shall have been admitted to   
                         the Fund as a member (including any
                             Director in such person's capacity as a
                          member of the Fund but excluding any
                             Director in such person's capacity as a
                          Director of the Fund) until the Fund
                             repurchases the entire Interest of such
                                person pursuant to Section 4.4 hereof or a
                                substituted member or members are admitted
                              with respect to any such person's entire
                              Interest as a member pursuant to Section
                                4.4 hereof; such term includes the Adviser
                           or an Affiliate of the Adviser to the
                            extent the Adviser (or such Affiliate)
                              makes a capital contribution to the Fund
                                 and shall have been admitted to the Fund as
a member. 

NET ASSETS                         The total value of all assets of the Fund,   
                                less an amount equal to all accrued debts,
                              liabilities and obligations of the Fund,
                            calculated before giving effect to any
                 repurchases of Interests to

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                              be effected as of the date such value is
 determined.

NET PROFIT OR NET LOSS             The amount by which the Net Assets as of the 
                            close of business on the last day of a
                              Fiscal Period exceed (in the case of Net
                              Profit) or are less than (in the case of
                        Net Loss) the Net Assets as of the
                                 commencement of the same Fiscal Period (or,
                               with respect to the initial Fiscal Period
                                 of the Fund, as of the close of business on
                          the Closing Date), such amount to be
                         adjusted to exclude any items to be
                                 allocated among the Capital Accounts of the
                       Members on a basis that is not in
                               accordance with the respective Investment
                          Percentages of all Members as of the
                                 commencement of such Fiscal Period pursuant
                     to Sections 5.5 and 5.6 hereof.

1940 ACT                           The Investment Company Act of 1940 and the   
                               rules, regulations and orders thereunder,
                          as amended from time to time, or any
    successor law.

OFFICER                            An individual designated as an officer of    
                            the Fund pursuant to the provisions of
                                 Section 3.3 of the Agreement and who serves
                as an officer of the Fund.

ORGANIZATION EXPENSES              The expenses incurred by the Fund in         
                                connection with its formation, its initial
                                 registration as an investment company under
                               the 1940 Act, and the initial offering of
Interests.

ORGANIZATIONAL MEMBER              Aspen Strategic Alliance LLC.                

PORTFOLIO MANAGERS                 The organizations that manage and direct the 
                               investment activities of Investment Funds
                          or are retained to manage and invest
                               designated portions of the Fund's assets.

SECURITIES                         Securities (including, without limitation,   
                              equities, debt obligations, options, and
                                other "securities" as that term is defined
                              in Section 2(a)(36) of the 1940 Act) and
                         any contracts for forward or future
                               delivery of any security, debt obligation
                             or currency, or commodity, all types of
                          derivative instruments and financial
                                instruments and any contracts based on any
                        index or group of securities, debt
                                obligations or currencies, or commodities,
              and any options thereon.

SUB-ADVISER                        Guidance Capital LLC, or any person who may  
                      hereafter serve as an investment
                           sub-adviser to the Fund pursuant to a
             Sub-Advisory Agreement.

SUB-ADVISORY AGREEMENT             A separate written agreement entered into by 
                               the Fund, the Adviser and the Sub-Adviser
                                 pursuant to which the Adviser delegates all
                             or a portion of its investment advisory
                                 obligations under the Advisory Agreement to
      the Sub-Adviser.

TRANSFER                           The assignment, transfer, sale, encumbrance, 
     pledge or other

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                             disposition of all or any portion of an
                              Interest, including any right to receive
                       any allocations and distributions
                  attributable to an Interest.

ARTICLE II  

ORGANIZATION; ADMISSION OF MEMBERS  

2.1 Formation of Limited Liability Company                            

  The Fund has been formed as a limited liability company at the direction
of the Initial Director who authorized the filing of the Articles, which        
actions are hereby ratified by the execution of this Agreement. The Board of    
Directors shall execute and file in accordance with the laws of the State of    
Illinois any amendment to the Articles and shall execute and file with          
applicable governmental authorities any other instruments, documents and        
certificates that, in the opinion of the Fund's legal counsel, may from time    
to time be required by the laws of the United States of America, the State of   
Illinois or any other jurisdiction in which the Fund shall determine to do      
business, or any political subdivision or agency thereof, or that such legal    
counsel may deem necessary or appropriate to effectuate, implement and          
continue the valid existence and business of the Fund.                          

2.2 Name                                                              

The name of the Fund shall be "ASA Managed Futures Fund LLC" or such  
other name as the Board of Directors may hereafter adopt upon (i) causing an    
appropriate amendment to the Articles to be filed in accordance with the laws   
of the State of Illinois and (ii) taking such other actions as may be required  
by law.                                                                         

2.3 Principal and Registered Office                                   

The Fund shall have its principal office at 817 West Peachtree Street,
N.W., Suite 400, Atlanta, Georgia 30308-1144, or at such other place            
designated from time to time by the Board of Directors.                         

The Fund shall have its registered office in Illinois at c/o CT       
Corporation System, 208 South LaSalle Street, Suite 814, Chicago, Illinois,     
60604, and shall have CT Corporation System as its registered agent for         
service of process in Illinois, unless and until a different registered office  
or agent is designated by the Board of Directors.                               

2.4 Duration                                                          

The term of the Fund commenced on the filing of the Articles with the 
Secretary of State of Illinois and shall continue until the Fund is dissolved   
pursuant to Section 6.1 hereof.                                                 

2.5 Business of the Fund                                              

      (a) The business of the Fund is to purchase, sell (including short
sales), invest and trade in Securities, on margin or otherwise, and to
engage in any financial or derivative transactions relating thereto or
   otherwise, and to engage in such activities and transactions as the Board
of Directors may deem necessary or advisable in connection therewith, 
including:                                                            

      (1)  To engage in any other activities for which limited liability
companies may be organized under Illinois law;    

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(2)  To enter into, make and perform all contracts and other
            undertakings, and engage in all activities and transactions as
       may be necessary or advisable to effectuate the foregoing
purpose, including without limitation:            

          (i)  To purchase, transfer, pledge and otherwise acquire and
                  dispose of and exercise all rights, powers, privileges and
                  other incidents of ownership or possession with respect to
the assets of the Fund;                 

  (ii) To acquire, purchase, hold and sell Securities,
               increasing, decreasing or liquidating such positions in
                  such Securities without any limitation as to the frequency
or the fluctuation in such positions;   

          (iii) To borrow money, on a secured or unsecured basis, from
          banks or brokers, and to secure the payment of any
                 obligations of the Fund by hypothecation or pledge of all
or part of the Fund's assets;           

        (iv) To open, maintain and close bank, brokerage and other
                  accounts with any broker-dealer and to effect transactions
through such accounts; and              

           (v)  To take such actions as may be necessary or advisable in
              connection with the foregoing, including the hiring of
          personnel, the retention of investment advisers or
                sub-advisers, agents, independent contractors, legal and
                accounting counselors, and the preparation and filing of
all Fund tax returns.                   

(b) The Fund shall operate as a closed-end, non-diversified,
   management investment company in accordance with the 1940 Act and subject
to such fundamental policies and investment restrictions as may be    
adopted by the Board of Directors and in accordance with the 1940 Act.

2.6 Board of Directors                                                

     (a) Prior to the Closing Date, the Initial Director may designate
such persons who shall agree to be bound by all of the terms of this  
   Agreement to serve as Directors on the Board of Directors, subject to the
  election of such persons prior to the Closing Date by the Organizational
 Member. By signing this Agreement or signing an investor application or
certification in connection with the purchase of an Interest, a Member
admitted on the Closing Date shall be deemed to have voted for the    
  election of each of the Directors so designated. After the Closing Date,
 the Board of Directors may, subject to the provisions of paragraphs (a)
 and (b) of this Section 2.6 with respect to the number of and vacancies
 in the position of Director and subject to the requirements of the 1940
 Act with respect to the election of Directors by Members, designate any
  person who shall agree to be bound by all of the terms of this Agreement
  as a Director. The names and mailing addresses of the Directors shall be
 set forth in the books and records of the Fund. The number of Directors
shall be fixed from time to time by the Board of Directors.           

   (b) Each Director shall serve on the Board of Directors for the
  duration of the term of the Fund, unless his or her status as a Director
 shall be sooner terminated pursuant to Section 4.1 hereof. In the event
 of any vacancy in the position of Director, the remaining Directors may
 appoint an individual to serve in such capacity, so long as immediately
after such appointment at                                             

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least two-thirds (2/3) of the Directors then serving would have been  
elected by the Members. The Board of Directors may call a meeting of  
  Members to fill any vacancy in the position of Director, and shall do so
  within 60 days after any date on which Directors who were elected by the
 Members cease to constitute a majority of the Directors then serving on
the Board of Directors.                                               

      (c) In the event that no Director remains to continue the business
   of the Fund, the Adviser shall promptly call a meeting of the Members, to
 be held within 60 days after the date on which the last Director ceased
to act in that capacity, for the purpose of determining whether to    
continue the business of the Fund and, if the business shall be       
 continued, of electing the required number of Directors to the Board of
   Directors. If the Members shall determine at such meeting not to continue
the business of the Fund or if the required number of Directors is not
 elected within 60 days after the date on which the last Director ceased
to act in that capacity, then the Fund shall be dissolved pursuant to 
Section 6.1 hereof and the assets of the Fund shall be liquidated and 
distributed pursuant to Section 6.2 hereof.                           

2.7 Members                                                           

 The Fund may offer Interests for purchase by investors on the first day
of each calendar month or at such other times as may be determined from time    
to time by the Board of Directors in such manner as may be determined by the    
Board of Directors. All subscriptions for Interests are subject to the receipt  
by the Fund or its custodian of cleared funds on or before the acceptance date  
for such subscriptions in the full amount of the subscription. Subject to the   
foregoing, a person may be admitted to the Fund as a Member subject to the      
condition that such person shall execute an appropriate signature page of this  
Agreement or an investor application or certification form pursuant to which    
such Member agrees to be bound by all the terms and provisions of this          
Agreement. No person shall be admitted as a Member unless the Board of          
Directors reasonably believes, based on information furnished by such person,   
that such person satisfies the suitability standards established by the Board   
of Directors from time to time. The Board of Directors may in its sole          
discretion reject any subscription for an Interest. The Board of Directors      
may, in its sole discretion, suspend the offering of the Interests at any       
time. The admission of any person as a Member shall be effective upon the       
revision of the books and records of the Fund to reflect the name and the       
contribution to the capital of the Fund of such additional Member. The          
admission of new Members shall not require the unanimous consent of the         
then-current Members of the Fund.                                               

2.8 Organizational Member                                             

The initial contribution of capital to the Fund by the Organizational 
Member shall be represented by an Interest, which Interest shall have the same  
rights as other Interests held by Members.                                      

2.9 Both Directors and Members                                        

 A Member may at the same time be a Director and a Member in which event
such Member's rights and obligations in each capacity shall be determined       
separately in accordance with the terms and provisions of this Agreement or as  
provided by the laws of the State of Illinois.                                  

2.10 Limited Liability                                                

   Except as provided under applicable law, a Member shall not be liable for
the Fund's debts, obligations and liabilities in any amount in excess of the    
capital account balance of such Member, plus                                    

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such Member's share of undistributed profits and assets. Except as provided     
under applicable law, a Director shall not be liable for the Fund's debts,      
obligations and liabilities.                                                    

ARTICLE III   

MANAGEMENT  

3.1 Management and Control                                            

   (a) Management and control of the business of the Fund shall be
 vested in the Board of Directors, which shall have the right, power and
   authority, on behalf of the Fund and in its name, to exercise all rights,
   powers and authority of Directors under the laws of the State of Illinois
  and to do all things necessary and proper to carry out the objective and
 business of the Fund and their duties hereunder. No Director shall have
   the authority individually to act on behalf of or to bind the Fund except
 within the scope of such Director's authority as delegated by the Board
of Directors. The parties hereto intend that, except to the extent    
otherwise expressly provided herein, (i) each Director shall be vested
with the same powers, authority and responsibilities on behalf of the 
Fund as are customarily vested in each director of an Illinois        
 corporation and (ii) each Independent Director shall be vested with the
  same powers, authority and responsibilities on behalf of the Fund as are
   customarily vested in each director of a closed-end management investment
company registered under the 1940 Act that is organized as an Illinois
   corporation who is not an "interested person," as such term is defined by
  the 1940 Act, of such company. During any period in which the Fund shall
have no Directors, the Adviser shall have the authority to manage the 
business and affairs of the Fund.                                     

    (b) The Board of Directors is hereby authorized and empowered to
carry out and implement any and all of the purposes of the Fund,      
including, without limiting the generality of the foregoing:          

     (1)  to engage personnel and to do such other acts and incur such
         other expenses on behalf of the Fund in accordance with the
        terms of this Agreement as the Board of Directors may deem
          necessary or advisable in connection with the conduct of the
Fund's affairs;                                   

 (2)  to engage independent attorneys, accountants, investment
             advisers, agents or such other persons as it may deem necessary
or advisable;                                     

        (3)  to receive, buy, sell, exchange and otherwise trade and deal in
Securities of the Fund;                           

  (4)  to open, conduct and close accounts, including margin and
           discretionary accounts, with brokers, investment advisers, or
            other persons and to pay the fees and charges for transactions
in such accounts;                                 

(5)  to open, maintain and close bank, brokerage and other  
depository accounts;                              

(6)  to execute, deliver and perform such other contracts,  
             agreements and such other undertakings as it may deem necessary
           or advisable for the conduct of the business of the Fund; and

   (7)  to file, if advisable, various tax elections for the Fund.

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       (c) Members shall have no right to participate in and shall take no
 part in the management or control of the Fund's business and shall have
 no right, power or authority to act for or bind the Fund. Members shall
  have the right to vote on any matters only as provided in this Agreement
or on any matters that require the approval of the holders of voting  
   securities under the 1940 Act or as otherwise required by the laws of the
State of Illinois.                                                    

   (d) The Board of Directors shall devote to the Fund such of its
   efforts as the Board of Directors shall deem necessary for the management
   of the affairs of the Fund, it being understood that nothing hereto shall
require the Board of Directors to devote its full time to the business
and affairs of the Company. Nothing contained in this Agreement shall 
preclude any of the Directors from acting as a director, stockholder, 
 officer or employee of any corporation, a trustee of a trust, a partner
   of any partnership, a member of any other limited liability company or an
administrative official of any governmental entity, from receiving    
   compensation for services rendered in connection with the foregoing, from
   acting as a principal or employee of any firm, corporation or person with
   whom the Fund may contract for services or otherwise, or participating in
   profits derived from investments in any such corporation, company, trust,
partnership or other governmental entity or from investing in any     
securities or other property for his or her own account.              

   (e) The Board of Directors may delegate to any other person any
rights, power and authority vested by this Agreement in the Board of  
   Directors to the extent permissible under applicable law, and may appoint
  persons to serve as officers of the Fund, with such titles and authority
   as may be determined by the Board of Directors consistent with applicable
law.                                                                  

3.2 Actions by the Board of Directors                                 

 (a) Unless provided otherwise in this Agreement, the Board of
Directors shall act only: (i) by the affirmative vote of a majority of
the Directors (including the vote of a majority of the Independent    
 Directors if required by the 1940 Act) present at a meeting duly called
  at which a quorum of the Directors shall be present (in person or, if in
  person attendance is not required by the 1940 Act, by telephone) or (ii)
 by unanimous written consent of all of the Directors without a meeting,
if permissible under the 1940 Act.                                    

(b) The Board of Directors may designate from time to time a
Principal Director who shall preside at all meetings of the Board of  
Directors. Meetings of the Board of Directors may be called by the    
  Principal Director or by any two Directors, and may be held on such date
and at such time and place as the Board of Directors shall determine. 
Each Director shall be entitled to receive written notice of the date,
   time and place of such meeting within a reasonable time in advance of the
   meeting. Except as otherwise required by the 1940 Act, notice need not be
   given to any Director who shall attend a meeting without objecting to the
lack of notice or who shall execute a written waiver of notice with   
respect to the meeting. Directors may attend and participate in any   
meeting by telephone except where in-person attendance at a meeting is
  required by the 1940 Act. A majority of the Directors shall constitute a
quorum at any meeting, except with respect to matters which require   
unanimous consent under the laws of the State of Illinois.            

3.3 Audit Committee                                                   

      The Board of Directors shall establish an Audit Committee, which shall
have primary responsibility to (i) recommend to the Board of Directors the      
appointment of the Fund's independent                                           

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auditors, (ii) meet separately with the independent auditors and review the     
scope and anticipated costs of the audit, and (iii) receive and consider a      
report from the independent auditors concerning the conduct of the audit. The   
Audit Committee shall be comprised of the Independent Directors.                

3.4 Officers                                                          

  (a) The executive Officers of the Fund shall be a President, a
Treasurer and a Secretary. If the Board of Directors has designated a 
  Principal Director pursuant to Section 3.2(b) hereof, then the Principal
 Director shall also be an executive Officer. The Board of Directors may
  elect one or more Vice-Presidents, and each such Vice-President shall be
  an executive Officer. The President shall be the chief executive officer
of the Fund. The Principal Director, if there be one, shall be elected
   from among the persons serving as Directors, but no other Officer need be
   a Director. The Board of Directors may also elect, or may delegate to the
 President authority to appoint, remove, or fix the duties, compensation
or terms of office of, one or more other Officers as the Board of     
 Directors shall at any time and from time to time deem to be advisable.
Any two or more positions of Officer, except those of President and   
Vice-President, may be held by the same person. A person holding more 
than one office may not act in more than one capacity to execute,     
   acknowledge or verify on behalf of the Fund an instrument required by law
to be executed, acknowledged and verified by more than one Officer.   

        (b) The Officers shall be elected annually at a meeting of the Board
of Directors. Each Officer shall hold office until his successor is   
elected or appointed or until his earlier displacement from office by 
 resignation, removal or otherwise; provided, that if the term of office
   of any Officer shall have been fixed by the Board of Directors, or by the
President acting under authority delegated by the Board of Directors, 
such Officer shall cease to hold such office no later than the date of
expiration of such term, regardless of whether any other person shall 
  have been elected or appointed to succeed him. Any Officer may resign at
   any time by written notice to the Fund. Any Officer may be removed at any
   time by the Board of Directors or by the President acting under authority
delegated by the Board of Directors if in its or his judgment the best
 interest of the Fund would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so    
   removed. Election or appointment of an Officer shall not of itself create
contract rights between the Fund and such Officer.                    

       (c) If the office of any Officer becomes vacant for any reason, the
vacancy may be filled by the Board of Directors or by the President   
  acting under authority delegated by the Board of Directors. Each Officer
  elected or appointed to fill a vacancy shall hold office for the balance
of the term for which his predecessor was elected or appointed.       

       (d) All Officers as between themselves and the Fund shall have such
  powers, perform such duties and be subject to such restrictions, if any,
   in the management of the Fund as may be provided in this Agreement or, to
the extent not so provided, as may be prescribed by the Board of      
Directors or by the President acting under authority delegated by the 
Board of Directors.                                                   

3.5 Meetings of Members                                               

     (a) Actions requiring the vote of the Members may be taken at any
duly constituted meeting of the Members at which a quorum is present. 
Meetings of the Members may be called by the Board of Directors or by 
 Members holding 25% or more of the total number of votes eligible to be
  cast by all Members, and may be held at such time, date and place as the
  Board of Directors shall determine. The Board of Directors shall arrange
to provide written notice of the                                      

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 meeting, stating the date, time and place of the meeting and the record
date therefor, to each Member entitled to vote at the meeting within a
  reasonable time prior thereto. Failure to receive notice of a meeting on
the part of any Member shall not affect the validity of any act or    
proceeding of the meeting, so long as a quorum shall be present at the
   meeting, except as otherwise required by applicable law. Only matters set
  forth in the notice of a meeting, and matters incidental thereto, may be
  voted on by the Members at a meeting. The presence in person or by proxy
   of Members holding a majority of the total number of votes eligible to be
cast by all Members as of the record date shall constitute a quorum at
  any meeting. In the absence of a quorum, a meeting of the Members may be
  adjourned by action of a majority of the Members present in person or by
proxy without additional notice to the Members. Except as otherwise   
   required by any provision of this Agreement or of the 1940 Act, (i) those
candidates receiving a plurality of the votes cast at any meeting of  
 Members shall be elected as Directors and (ii) all other actions of the
  Members taken at a meeting shall require the affirmative vote of Members
holding a majority of the total number of votes at such meeting.      

       (b) Each Member shall be entitled to cast at any meeting of Members
   a number of votes equivalent to such Member's Investment Percentage as of
  the record date for such meeting. The Board of Directors shall establish
a record date not less than 10 days nor more than 60 days prior to the
 date of any meeting of Members to determine eligibility to vote at such
   meeting and the number of votes that each Member will be entitled to cast
at the meeting, and shall maintain for each such record date a list   
 setting forth the name of each Member and the number of votes that each
Member will be entitled to cast at the meeting.                       

       (c) A Member may vote at any meeting of Members by a proxy properly
executed in writing by the Member and filed with the Fund before or at
   the time of the meeting. A proxy may be suspended or revoked, as the case
   may be, by the Member executing the proxy by a later writing delivered to
the Fund at any time prior to exercise of the proxy or if the Member  
   executing the proxy shall be present at the meeting and decide to vote in
person. Any action of the Members that is permitted to be taken at a  
meeting of the Members may be taken without a meeting if consents in  
  writing, setting forth the action taken, are signed by Members holding a
   majority of the total number of votes eligible to be cast or such greater
percentage as may be required in order to approve such action.        

3.6 Custody of Assets of the Fund                                     

  The physical possession of all funds, Securities and other properties of
the Fund shall at all times, be held, controlled and administered by one or     
more custodians retained by the Fund in accordance with the requirements of     
the 1940 Act and the rules thereunder.                                          

3.7 Other Activities of Members and Directors                         

       (a) The Directors shall not be required to devote all of their time
  to the affairs of the Fund, but shall devote such time as may reasonably
be required to perform their obligations under this Agreement.        

  (b) Any Member or Director, and any Affiliate of any Member or
   Director, may engage in or possess an interest in other business ventures
or commercial dealings of every kind and description, independently or
 with others, including, but not limited to, acquisition and disposition
of Securities, provision of investment advisory or brokerage services,
serving as directors, officers, employees, advisors or agents of other
companies, partners of any partnership,                               

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members of any limited liability company, or trustees of any trust, or
entering into any other commercial arrangements. No Member or Director
shall have any rights in or to such activities of any other Member or 
Director, or any profits derived therefrom.                           

3.8 Duty of Care                                                      

      (a) None of the Directors, the Adviser or any Sub-Adviser shall be
  liable for the return or payment of all or any portion of the capital or
profits allocable to any Member, it being expressly agreed that any   
 return of capital or payment of profits made pursuant to this Agreement
   shall be made solely from the assets of the Fund (which shall not include
any right of contribution from any Director, the Adviser or any       
Sub-Adviser).                                                         

      (b) None of the Directors, the Adviser or any Sub-Adviser shall be
liable to the Fund, any Member or any former Member for: (i) any act  
performed, or the omission to perform any act, within the scope of the
power and authority conferred on the relevant party by this Agreement 
  and/or under the laws of the State of Illinois, except by reason of acts
or omissions of the relevant party finally determined by a court or   
   tribunal having proper jurisdiction to constitute fraud, bad faith, gross
   negligence or reckless or intentional misconduct; (ii) the termination of
the Fund and this Agreement pursuant to the terms hereof; (iii) the   
performance by a Director, the Adviser or any Sub-Adviser of, or the  
 omission by any of them to perform, any act which such party reasonably
believed to be consistent with the advice of attorneys, accountants or
  other professional advisers to the Fund or to such party with respect to
  matters relating to the Fund; (iv) the conduct of any person selected or
  engaged by such party other than in bad faith; or (v) any tax imposed on
the Fund or the Members in any jurisdiction, or any costs incurred in 
respect of a tax audit or similar procedure.                          

      (c) Members not in breach of any obligation hereunder or under any
 agreement pursuant to which the Member subscribed for an Interest shall
   be liable to the Fund, any Member or third parties only as provided under
the laws of the State of Illinois.                                    

3.9 Indemnification                                                   

       (a) To the fullest extent permitted by law, the Fund shall, subject
to Section 3.9(b) hereof, indemnify each Director (including for this 
purpose his or her respective executors, heirs, assigns, successors or
other legal representatives), against all losses, claims, damages,    
 liabilities, costs and expenses, including, but not limited to, amounts
paid in satisfaction of judgments, in compromise, or as fines or      
 penalties, and reasonable counsel fees, incurred in connection with the
defense or disposition of any action, suit, investigation or other    
proceeding, whether civil or criminal, before any judicial, arbitral, 
administrative or legislative body, in which such indemnitee may be or
may have been involved as a party or otherwise, or with which such    
indemnitee may be or may have been threatened, while in office or     
 thereafter, by reason of being or having been a Director of the Fund or
the past or present performance of services to the Fund by such       
indemnitee, except to the extent such loss, claim, damage, liability, 
 cost or expense shall have been finally determined in a decision on the
merits in any such action, suit, investigation or other proceeding to 
   have been incurred or suffered by such indemnitee by reason of fraud, bad
   faith, gross negligence or reckless or intentional misconduct involved in
the conduct of such indemnitee's office. The rights of indemnification
 provided under this Section 3.9 shall not be construed so as to provide
  for indemnification of a Director for any liability (including liability
  under federal securities laws which, under certain circumstances, impose
   liability even on persons that act in good faith) to the extent (but only
to the extent) that such indemnification would be in                  

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 violation of applicable law, but shall be construed so as to effectuate
the applicable provisions of this Section 3.9 to the fullest extent   
permitted by law.                                                     

       (b) Expenses, including reasonable counsel fees, so incurred by any
   such indemnitee (but excluding amounts paid in satisfaction of judgments,
 in compromise, or as fines or penalties), may be paid from time to time
   by the Fund in advance of the final disposition of any such action, suit,
investigation or proceeding upon receipt of an undertaking by or on   
behalf of such indemnitee to repay to the Fund amounts so paid if it  
 shall ultimately be determined that indemnification of such expenses is
 not authorized under Section 3.9(a) hereof; provided, however, that (i)
such indemnitee shall provide security for such undertaking, (ii) the 
 Fund shall be insured by or on behalf of such indemnitee against losses
arising by reason of such indemnitee's failure to fulfill such        
   undertaking, or (iii) a majority of the Directors (excluding any Director
   who is either seeking advancement of expenses hereunder or is or has been
  a party to any other action, suit, investigation or proceeding involving
claims similar to those involved in the action, suit, investigation or
  proceeding giving rise to a claim for advancement of expenses hereunder)
 or independent legal counsel in a written opinion shall determine based
 on a review of readily available facts (as opposed to a full trial-type
  inquiry) that there is reason to believe such indemnitee ultimately will
be entitled to indemnification.                                       

   (c) As to the disposition of any action, suit, investigation or
   proceeding (whether by a compromise payment, pursuant to a consent decree
or otherwise) without an adjudication or a decision on the merits by a
 court, or by any other body before which the proceeding shall have been
brought, that an indemnitee is liable to the Fund or its Members by   
 reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of such indemnitee's  
office, indemnification shall be provided pursuant to Section 3.9(a)  
hereof if (i) approved as being in the best interests of the Fund by a
 majority of the Directors (excluding any Director who is either seeking
  indemnification hereunder or is or has been a party to any other action,
suit, investigation or proceeding involving claims similar to those   
  involved in the action, suit, investigation or proceeding giving rise to
  a claim for indemnification hereunder) upon a determination based upon a
review of readily available facts (as opposed to a full trial-type    
 inquiry) that such indemnitee acted in good faith and in the reasonable
  belief that such actions were in the best interests of the Fund and that
such indemnitee is not liable to the Fund or its Members by reason of 
 willful misfeasance, bad faith, gross negligence, or reckless disregard
of the duties involved in the conduct of such indemnitee's office, or 
(ii) the Board of Directors secures a written opinion of independent  
  legal counsel based upon a review of readily available facts (as opposed
to a full trial-type inquiry) to the effect that such indemnification 
would not protect such indemnitee against any liability to the Fund or
   its Members to which such indemnitee would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence, or reckless      
disregard of the duties involved in the conduct of such indemnitee's  
office.                                                               

       (d) Any indemnification or advancement of expenses made pursuant to
this Section 3.9 shall not prevent the recovery from any indemnitee of
  any such amount if such indemnitee subsequently shall be determined in a
 decision on the merits in any action, suit, investigation or proceeding
   involving the liability or expense that gave rise to such indemnification
or advancement of expenses to be liable to the Fund or its Members by 
 reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of such indemnitee's  
 office. In (i) any suit brought by a Director (or other person entitled
   to indemnification hereunder) to enforce a right to indemnification under
  this Section 3.9 it shall be a defense that, and (ii) in any suit in the
name of the Fund to recover any indemnification or                    

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  advancement of expenses made pursuant to this Section 3.9 the Fund shall
  be entitled to recover such expenses upon a final adjudication that, the
 Director or other person claiming a right to indemnification under this
 Section 3.9 has not met the applicable standard of conduct set forth in
this Section 3.9. In any such suit brought to enforce a right to      
indemnification or to recover any indemnification or advancement of   
expenses made pursuant to this Section 3.9, the burden of proving that
 the Director or other person claiming a right to indemnification is not
 entitled to be indemnified, or to any indemnification or advancement of
expenses, under this Section 3.9 shall be on the Fund (or any Member  
 acting derivatively or otherwise on behalf of the Fund or its Members).

     (e) An indemnitee may not satisfy any right of indemnification or
advancement of expenses granted in this Section 3.9 or to which such  
indemnitee may otherwise be entitled except out of the assets of the  
 Fund, and no Member shall be personally liable with respect to any such
claim for indemnification or advancement of expenses.                 

     (f) The rights of indemnification provided hereunder shall not be
exclusive of or affect any other rights to which any person may be    
entitled by contract or otherwise under law. Nothing contained in this
 Section 3.9 shall affect the power of the Fund to purchase and maintain
liability insurance on behalf of any Director or other person.        

3.10 Fees, Expenses and Reimbursement                                 

        (a) The Adviser and its Affiliates shall be entitled to receive such
   fees for services provided to the Fund as may be agreed to by the Adviser
(or its Affiliate) and the Fund pursuant to the Investment Management 
Agreement or other applicable agreement relating to such services.    

    (b) The Board of Directors may cause the Fund to compensate each
Director who is not an officer or employee of the Adviser (or of any  
Affiliate of the Adviser) for his or her services as such, and such   
Director shall be reimbursed by the Fund for reasonable travel and    
out-of-pocket expenses incurred by him in performing his duties under 
this Agreement.                                                       

  (c) The Fund shall bear all costs and expenses incurred in its
business and operations, other than those specifically required to be 
borne by the Adviser pursuant to the Investment Management Agreement. 
 Costs and expenses to be borne by the Fund include, but are not limited
to, the following:                                                    

(1)  all costs and expenses directly related to investment  
           transactions and positions for the Fund's account, including,
       but not limited to, brokerage commissions, research fees,
       interest and commitment fees on loans and debit balances,
      borrowing charges on securities sold short, dividends on
           securities sold but not yet purchased, custodial fees, margin
          fees, transfer taxes and premiums, taxes withheld on foreign
            dividends and indirect expenses from investments in Investment
Funds;                                            

 (2)  all costs and expenses associated with the operation and
       registration of the Fund, offering costs and the costs of
compliance with applicable Federal and state laws;

    (3)  all costs and expenses associated with the organization and
      operation of any separate account or separate investment
      vehicle established by the Fund and managed by Portfolio
Managers retained by the Fund;                    

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        (4)  the costs and expenses of holding meetings of the Board and any
  meetings of Members, including reasonable travel and
          out-of-pocket expenses of the Directors and costs associated
        with the preparation and dissemination of proxy materials;

      (5)  the fees and disbursements of Fund counsel, any legal counsel
          retained to represent the Independent Directors, independent
accountants for the Fund and other consultants and
professionals engaged on behalf of the Fund;      

  (6)  the management fee payable to the Adviser pursuant to the
Investment Management Agreement;                  

     (7)  the investor servicing fee payable to the placement agent of
            the Fund to reimburse it for payments made to brokers, dealers
            and certain financial institutions that have agreed to provide
           ongoing investor services and account maintenance services to
investors in the Fund that are their customers;   

   (8)  the fees payable to custodians and other persons providing
administrative services to the Fund;              

 (9)  the costs of a fidelity bond and any liability insurance
obtained on behalf of the Fund or the Board;      

       (10) all costs and expenses of preparing, setting in type, printing
           and distributing reports and other communications to Members;
and                                               

     (11) such other types of expenses as may be approved from time to
time by the Board of Directors,                   

      provided, however, that any costs and expenses related directly to the
organization and offering of the Fund shall be borne by the Adviser in          
accordance with the terms of the Investment Management Agreement.               

        (d) Subject to such limitations as may be imposed by the 1940 Act or
other applicable laws, from time to time the Fund may, alone or in    
conjunction with the Adviser, any Affiliate of the Adviser or other   
 registered or unregistered investment funds or other accounts for which
the Adviser or any Affiliate of the Adviser acts as general partner or
investment adviser, purchase insurance in such amounts, from such     
insurers and on such terms as the Board of Directors shall determine. 

ARTICLE IV  

TERMINATION OF STATUS OF THE DIRECTORS, 
TRANSFERS AND REPURCHASES 

4.1 Termination of Status of a Director                               

 The status of a Director shall terminate if the Director (i) shall die;
(ii) shall be adjudicated incompetent; (iii) shall voluntarily withdraw as a    
Director; (iv) shall be removed; (v) shall be certified by a physician to be    
mentally or physically unable to perform his or her duties hereunder; (vi)      
shall be declared bankrupt by a court with appropriate jurisdiction, file a     
petition commencing a voluntary case under any bankruptcy law or make an        
assignment for the benefit of creditors; (vii) shall have a receiver            

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appointed to administer the property or affairs of such Director; or (viii)     
shall otherwise cease to be a Director of the Fund under the laws of the State  
of Illinois.                                                                    

4.2 Removal of the Directors                                          

  Any Director may be removed either by (i) the vote or written consent of
at least two-thirds (2/3) of the Directors not subject to the removal vote or   
(ii) the vote or written consent of Members holding not less than two-thirds    
(2/3) of the total number of votes eligible to be cast by all Members.          

4.3 Transfer of Interests of Members                                  

        (a) An Interest of a Member may be Transferred only (i) by operation
of law pursuant to the death, divorce, bankruptcy, insolvency,        
 dissolution or adjudication of incompetency of such Member or (ii) with
 the written consent of the Board of Directors (which may be withheld in
  its sole discretion); provided, however, that the Board of Directors may
not consent to any Transfer other than a Transfer (i) in which the tax
basis of the Interest in the hands of the transferee is determined, in
whole or in part, by reference to its tax basis in the hands of the   
transferor (e.g., certain Transfers to affiliates, gifts and          
contributions to family partnerships), (ii) to members of the Member's
   immediate family (brothers, sisters, spouse, parents and children), (iii)
as a distribution from a qualified retirement plan or an individual   
retirement account, or (iv) a Transfer to which the Board of Directors
may consent pursuant to the following sentence. The Board of Directors
  may consent to other pledges, transfers, or assignments under such other
circumstances and conditions as it, in its sole discretion, deems     
  appropriate; PROVIDED, HOWEVER, that prior to any such pledge, transfer,
 or assignment, the Board of Directors shall consult with counsel to the
 Fund to ensure that such pledge, transfer, or assignment will not cause
the Fund to be treated as a "publicly traded partnership" taxable as a
corporation. In no event, however, will any transferee or assignee be 
  admitted as a Member without the consent of the Board of Directors which
may be withheld in its sole discretion. Any pledge, transfer, or      
assignment not made in accordance with this Section 4.3 shall be void.

  (b) The Board of Directors may not consent to a Transfer of an
  Interest or a portion thereof of a Member unless: (i) the person to whom
   the Interest is Transferred (or each of the person's beneficial owners if
 such a person is a "private investment company" as defined in paragraph
 (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board
   of Directors believes is an "Accredited Investor" as that term is defined
 at Rule 501 of Regulation D of the Securities Act of 1933; and (ii) the
 entire Interest of the Member is Transferred to a single transferee or,
after the Transfer of a portion of an Interest, the balance of the    
   Capital Account of each of the transferee and transferor is not less than
$5,000, or such lesser amount as may be established by the Board of   
 Directors. Any transferee that acquires an Interest by operation of law
  as the result of the death, divorce, bankruptcy, insolvency, dissolution
or adjudication of incompetency of a Member or otherwise, shall be    
 entitled to the allocations and distributions allocable to the Interest
   so acquired and to Transfer such Interest in accordance with the terms of
   this Agreement, but shall not be entitled to the other rights of a Member
unless and until such transferee becomes a substituted Member. If a   
   Member transfers an Interest with the approval of the Board of Directors,
  the Board of Directors shall promptly take all necessary actions so that
the transferee to whom such Interest is transferred is admitted to the
Fund as a Member. Each Member effecting a Transfer and its transferee 
agree to pay all expenses, including attorneys' and accountants' fees,
incurred by the Fund in connection with such Transfer.                

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   (c) Each Member shall indemnify and hold harmless the Fund, the
Directors, the Adviser, each other Member and any Affiliate of the    
foregoing against all losses, claims, damages, liabilities, costs and 
  expenses (including legal or other expenses incurred in investigating or
defending against any such losses, claims, damages, liabilities, costs
and expenses or any judgments, fines and amounts paid in settlement), 
 joint or several, to which such persons may become subject by reason of
   or arising from (i) any Transfer made by such Member in violation of this
 Section 4.3 and (ii) any misrepresentation by such Member in connection
with any such Transfer.                                               

4.4 Repurchase of Interests                                           

    (a) Except as otherwise provided in this Agreement, no Member or
  other person holding an Interest or portion thereof shall have the right
   to withdraw or tender to the Fund for repurchase that Interest or portion
   thereof. The Board of Directors from time to time, in its sole discretion
  and on such terms and conditions as it may determine, may cause the Fund
  to repurchase Interests or portions thereof pursuant to written tenders.
However, the Fund shall not offer to repurchase Interests on more than
two occasions during any one Fiscal Year unless it has received an    
   opinion of counsel to the effect that such more frequent offers would not
cause any adverse tax consequences to the Fund or the Members. In     
   determining whether to cause the Fund to repurchase Interests or portions
thereof pursuant to written tenders, the Board of Directors shall     
consider, among other things, the recommendation of the Adviser. The  
Board of Directors shall cause the Fund to repurchase Interests or    
  portions thereof pursuant to written tenders only on terms determined by
the Board of Directors to be fair to the Fund and to all Members      
(including persons holding Interests acquired from Members), as       
applicable.                                                           

 (b) A Member who tenders for repurchase only a portion of the
  Member's Interest will be required to maintain a capital account balance
   equal to $5,000, or such lesser amount as may be established by the Board
   of Directors. If a Member tenders an amount that would cause the Member's
capital account balance to fall below the required minimum, the Fund  
 reserves the right to reduce the amount to be purchased from the Member
 so that the required minimum balance is maintained or to cause the Fund
to repurchase all of the Interests held by such Member.               

   (c) The Adviser and any Affiliate of the Adviser may tender any
Interest or a portion thereof that it holds as a Member under Section 
4.4(a) hereof.                                                        

        (d) The Board of Directors may, in its discretion, cause the Fund to
repurchase an Interest or portion thereof of a Member or any person   
  acquiring an Interest or portion thereof from or through a Member in the
event that the Board of Directors determines or has reason to believe 
that:                                                                 

    (1)  such an Interest or portion thereof has been transferred in
             violation of Section 4.3 hereof, or such an Interest or portion
         thereof has vested in any person by operation of law as the
   result of the death, divorce, bankruptcy, insolvency,
      dissolution or adjudication of incompetency of a Member;

       (2)  ownership of such an Interest by a Member or other person will
     cause the Fund, the Adviser or any person retained as a
           Sub-Adviser to the Fund to be in violation of, or subject the
      Fund to additional registration or regulation under, the
            securities, commodities or other laws, of the United States or
any other relevant jurisdiction;                  

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        (3)  such Member's continued participation in the Fund may cause the
             Fund to be classified as a "publicly traded partnership" within
      the meaning of Section 7704 of the Code and the Treasury
Regulations thereunder;                           

        (4)  such Member's capital account balance, as a result of transfers
or repurchases of Interests, is less than $5,000; 

      (5)  any of the representations and warranties made by a Member in
       connection with the acquisition of an Interest or portion
         thereof was not true when made or has ceased to be true; or

        (6)  it would be in the best interests of the Company, as determined
       by the Board of Directors in its sole discretion, for the
        Company to repurchase such an Interest or portion thereof.

      (e) Repurchases of Interests or portions thereof by the Fund shall
be payable promptly after the date of each such repurchase or, in the 
  case of an offer by the Fund to repurchase Interests, promptly after the
  expiration date of such repurchase offer in accordance with the terms of
such offer. Payment of the purchase price for an Interest (or portion 
  thereof) shall consist of: (i) cash or a promissory note, which need not
bear interest, in an amount equal to such percentage, as may be       
determined by the Board of Directors, of the estimated unaudited net  
  asset value of the Interest (or portion thereof) repurchased by the Fund
determined as of the date of such repurchase (the "Initial Payment"); 
  and, if determined to be appropriate by the Board of Directors or if the
Initial Payment is less than 100% of the estimated unaudited net asset
value, (ii) a promissory note entitling the holder thereof to a       
contingent payment equal to the excess, if any, of (x) the net asset  
  value of the Interest (or portion thereof) repurchased by the Fund as of
the date of such repurchase, determined based on the audited financial
 statements of the Fund for the Fiscal Year in which such repurchase was
  effective, over (y) the Initial Payment. Notwithstanding anything in the
   foregoing to the contrary, the Board of Directors, in its discretion, may
   pay any portion of the repurchase price in Securities (or any combination
of Securities and cash) having a value, determined as of the date of  
repurchase, equal to the amount to be repurchased; provided that the  
 Board of Directors, in its discretion, may make payment of the purchase
 price for an Interest by in-kind distribution of Securities held by the
  Fund. The purchase price of an Interest will be determined approximately
 one month after the date a Member submits a request for repurchase (the
  "Valuation Date"), and the Fund will endeavor to pay such purchase price
approximately one month after the applicable Valuation Date.          

        (f) Subject to the approval of the Board of Directors and compliance
   with the 1940 Act, the Fund may impose a fee or charge in connection with
repurchases of Interests, including a fee or charge applicable to     
repurchases of Interests (or portions thereof) effected prior to the  
expiration of a specified period subsequent to a Member's admission to
the Fund.                                                             

     (g) A Member may at any time submit to the Fund a written request
that the Fund repurchase the entire Interest of such Member, as       
  contemplated by Section 6.1(4) hereof. Any such request shall be sent to
 the Fund by registered or certified mail, return receipt requested, and
shall be deemed valid upon receipt by the Member of a letter from the 
 Fund acknowledging its receipt of the request. The Fund shall send such
 letter to the Member promptly upon its receipt of the Member's request.

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ARTICLE V   

CAPITAL 

5.1 Contributions to Capital                                          

      (a) The minimum initial contribution of each Member to the capital
of the Fund shall be such amount as the Board of Directors, in its    
discretion, may determine from time to time. The amount of the initial
   contribution of each Member shall be recorded on the books and records of
the Fund upon acceptance as a contribution to the capital of the Fund.
 The Directors shall not be entitled to make contributions of capital to
the Fund as Directors of the Fund, but may make contributions to the  
   capital of the Fund as Members. The Adviser may make contributions to the
capital of the Fund as a Member.                                      

       (b) Members may make additional contributions to the capital of the
Fund effective as of such times as the Board of Directors, in its     
discretion, may permit, subject to Section 2.7 hereof, but no Member  
  shall be obligated to make any additional contribution to the capital of
   the Fund except to the extent provided in Section 5.6 hereof. The minimum
additional capital contribution of a Member to the capital of the Fund
 shall be such amount as the Board of Directors, in its sole discretion,
may determine from time to time.                                      

      (c) Initial and any additional contributions to the capital of the
   Fund by any Member shall be payable in cash or readily available funds on
or before the date of the proposed contribution.                      

5.2 Rights of Members to Capital                                      

No Member shall be entitled to interest on any contribution to the    
capital of the Fund, nor shall any Member be entitled to the return of any      
capital of the Fund except (i) upon the repurchase by the Fund of a part or     
all of such Member's Interest pursuant to Section 4.4 hereof, (ii) pursuant to  
the provisions of Section 5.6(c) hereof or (iii) upon the liquidation of the    
Fund's assets pursuant to Section 6.2 hereof. No Member shall be liable for     
the return of any such amounts. No Member shall have the right to require       
partition of the Fund's property or to compel any sale or appraisal of the      
Fund's assets.                                                                  

5.3 Capital Accounts                                                  

    (a) The Fund shall establish a separate Capital Account for each
Member.                                                               

   (b) Each Member's Capital Account shall have an initial balance
  equal to the amount of such Member's initial contribution to the capital
of the Fund.                                                          

      (c) Each Member's Capital Account shall be increased by the sum of
  (i) the amount of additional contributions by such Member to the capital
of the Fund permitted pursuant to Section 5.1 hereof, plus (ii) all   
amounts credited to such Member's Capital Account pursuant to Sections
  5.4 through 5.6 hereof, and such Member's Investment Percentage shall be
correspondingly increased.                                            

        (d) Each Member's Capital Account shall be reduced by the sum of (i)
   the amount of any repurchase of the Interest, or portion thereof, of such
 Member or distributions to such Member pursuant to Sections 4.4, 5.9 or
6.2 hereof which are not reinvested (net of any liabilities secured by
any asset distributed that such Member is deemed to assume or take    
under Section                                                         

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752 of the Code), plus (ii) any amounts debited against such Capital  
Account pursuant to Sections 5.4 through 5.7 hereof, and such Member's
Investment Percentage shall be correspondingly decreased.             

       (e) Each Member's Capital Account shall be adjusted at the close of
business on the last day of each Fiscal Period.                       

  5.4 Allocation of Net Profit and Net Loss; Allocation of Offering Costs.

  As of the last day of each Fiscal Period, any Net Profit or Net Loss for
the Fiscal Period, and any offering costs required by applicable accounting     
principles to be charged to capital that are paid or accrued during the Fiscal  
Period, shall be allocated among and credited to or debited against the         
Capital Accounts of the Members in accordance with their respective Investment  
Percentages for such Fiscal Period.                                             

5.5 Allocation of Certain Expenditures                                

  Except as otherwise provided for in this Agreement and unless prohibited
by the 1940 Act, any expenditures payable by the Fund, to the extent            
determined by the Board of Directors to have been paid or withheld on behalf    
of, or by reason of particular circumstances applicable to, one or more but     
fewer than all of the Members, shall be charged to only those Members on whose  
behalf such payments are made or whose particular circumstances gave rise to    
such payments. Such charges shall be debited from the Capital Accounts of such  
Members as of the close of the Fiscal Period during which any such items were   
paid or accrued by the Fund.                                                    

5.6 Reserves                                                          

       (a) The Board of Directors may, in consultation with the Adviser or
  on its own initiative, establish appropriate reserves ("Reserves") which
shall be accrued and charged against Net Assets and proportionately   
 against the Capital Accounts of the Members for contingent liabilities,
   if any, as of the date any such contingent liability becomes known to the
Adviser or the Board of Directors, such reserves to be in the amounts 
 that the Board of Directors, in its sole discretion, deems necessary or
appropriate. The Board of Directors may increase or reduce any such   
  reserves from time to time by such amounts as the Board of Directors, in
its sole discretion, deems necessary or appropriate. The amount of any
   such reserve, or any increase or decrease therein, may be proportionately
charged or credited, as applicable, to the Capital Accounts of those  
parties who are Members at the time when such reserve is created,     
increased or decreased, as the case may be; provided that if any such 
individual reserve item, adjusted by any increase therein, exceed the 
 lesser of $500,000 or 1% of the aggregate value of the Capital Accounts
of all such Members, the amount of such reserve, increase or decrease 
   shall instead be charged or credited to those persons who were Members at
   the time, as determined by the Board of Directors in its sole discretion,
  of the act or omission giving rise to the contingent liability for which
the reserve was established, increased or decreased (in proportion to 
their Capital Accounts at that time).                                 

       (b) To the extent permitted under applicable law, if at any time an
 amount is paid or received by the Fund (other than contributions to the
capital of the Fund, distributions or repurchases of Interests or     
   portions thereof) and such amount exceeds the lesser of $500,000 or 1% of
   the aggregate value of the Capital Accounts of all Members at the time of
 payment or receipt, and such amount was not accrued or reserved for but
would                                                                 

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nevertheless, in accordance with the Fund's accounting principles, be 
treated as applicable to one or more prior Fiscal Periods, then such  
 amount shall be proportionately charged or credited, as appropriate, to
those persons who were Members during such prior Fiscal Period or     
Periods.                                                              

       (c) To the extent permitted under applicable law or if the Board of
Directors so determines, if any amount is required by paragraph (a) or
 (b) of this Section 5.6 to be charged or credited to a person who is no
 longer a Member, such amount shall be paid by or to such person, as the
 case may be, in cash, with interest from the date on which the Board of
  Directors determines that such charge or credit is required. In the case
of a charge, the former Member shall be obligated to pay the amount of
the charge, plus interest as provided above, to the Fund on demand;   
provided, however, that (i) in no event shall a former Member be      
   obligated to make a payment exceeding the amount of such Member's Capital
  Account at the time to which the charge relates; and (ii) no such demand
   shall be made after the expiration of three years since the date on which
such person ceased to be a Member. To the extent that a former Member 
 fails to pay to the Fund, in full, any amount required to be charged to
 such former Member pursuant to paragraph (a) or (b), whether due to the
expiration of the applicable limitation period or for any other reason
whatsoever, the deficiency shall be charged proportionately to the    
   Capital Accounts of the Members at the time of the act or omission giving
  rise to the charge to the extent feasible, and otherwise proportionately
to the Capital Accounts of the current Members.                       

5.7 Tax Allocations                                                   

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 under this Section 5.8 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) and (g), 1.704-1(b)(4)(i) and 1.704-3(e)          
promulgated thereunder, as applicable, or the successor provisions to such      
Section 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      
Treasury Regulation ss. 1.704-1(b)(2)(ii)(d). Notwithstanding anything to the   
contrary in this Agreement, the Board of Directors may, in its discretion,      
make a special allocation of an amount of the Fund's capital gains (including   
short-term capital gains) for Federal income tax purposes to a Member           
withdrawing its Interest in the Fund, to the extent that the Capital Account    
balance of such withdrawing Member exceeds the Federal income tax basis in its  
interest.                                                                       

 If the Fund realizes capital gains (including short-term capital gains)
for Federal income tax purposes ("gains") for any fiscal year during or as of   
the end of which the Interests of one or more Positive Basis Members (as        
hereinafter defined) are repurchased by the Fund pursuant to Article IV, the    
Board of Directors, unless otherwise determined by the Board of Directors, in   
its sole discretion, shall 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 allocated to such Members' Capital Accounts pursuant to Section     
5.4.                                                                            

  If the Fund realizes capital losses (including long-term capital losses)
for Federal income tax purposes ("losses") for any fiscal year during or as of  
the end of which the Interests of one or more                                   

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Negative Basis Members (as hereinafter defined) are repurchased by the Fund     
pursuant to Article IV, the Board of Directors, unless otherwise determined by  
the Board of Directors, in its sole discretion, shall allocate such losses as   
follows: (i) to allocate such losses among such Negative Basis Members, pro     
rata in proportion to the respective Negative Basis (as hereinafter defined)    
of each such Negative Basis Member, until either the full amount of such        
losses shall have been so allocated or the Negative Basis of each such          
Negative Basis Member shall have been eliminated and (ii) to allocate any       
losses not so allocated to Negative Basis Members to the other Members in such  
manner as shall equitably reflect the amounts allocated to such Members'        
Capital Accounts pursuant to Section 5.4.                                       

   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  
as of such time exceeds its "adjusted tax basis," for Federal income tax        
purposes, in its Interest 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 without regard   
to such Member's share of the liabilities of the Fund under Section 752 of the  
Code), and (ii) the term "Positive Basis Member" shall mean any Member whose    
Interest is repurchased by the Fund and who has Positive Basis as of the        
effective date of the repurchase, 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 second paragraph of this Section 5.8 equal to its Positive    
Basis as of the effective date of such repurchase.                              

   As used herein, (i) the term "Negative Basis" shall mean, with respect to
any Member and as of any time of calculation, the amount by which its Interest  
as of such time is less than its "adjusted tax basis," for Federal income tax   
purposes, in its Interest 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 without regard   
to such Member's share of the liabilities of the Fund under Section 752 of the  
Code), and (ii) the term "Negative Basis Member" shall mean any Member whose    
Interest is repurchased by the Fund and who has Negative Basis as of the        
effective date of such repurchase, but such Member shall cease to be a          
Negative Basis Member at such time as it shall have received allocations        
pursuant to clause (i) of the third paragraph of this Section 5.8 equal to its  
Negative Basis as of the effective date of such repurchase.                     

5.8 Distributions                                                     

   The Board of Directors, in its sole discretion, may authorize the Fund to
make distributions in cash or in kind at any time to all of the Members on a    
pro rata basis in accordance with the Members' Investment Percentages.          

5.9 Allocation of Organizational Expenses                             

      (a) As of the first Expense Allocation Date, Organization Expenses
  shall be allocated among and debited against the Capital Accounts of the
Members in accordance with their respective Investment Percentages on 
such Expense Allocation Date.                                         

     (b) As of the Expense Allocation Date following the first Expense
Allocation Date, all amounts previously debited against the Capital   
   Account of a Member pursuant to this Section 5.9 on the preceding Expense
 Allocation Date will be credited to the Capital Account of such Member,
and Organization Expenses shall then be reallocated among and debited 
against the Capital Accounts of all Members in accordance with their  
respective Investment Percentages.                                    

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5.10 Withholding                                                      

        (a) The Board of Directors may withhold and pay over to the Internal
 Revenue Service (or any other relevant taxing authority) taxes from any
distribution to any Member to the extent required by the Code or any  
other applicable law.                                                 

    (b) For purposes of this Agreement, any taxes so withheld by the
Fund with respect to any amount distributed by the Fund to any Member 
  shall be deemed to be a distribution or payment to such Member, reducing
the amount otherwise distributable to such Member pursuant to this    
  Agreement and reducing the Capital Account of such Member. If the amount
 of such taxes is greater than any such distributable amounts, then such
  Member and any successor to such Member's Interest shall pay to the Fund
   as a contribution to the capital of the Fund, upon demand of the Board of
Directors, the amount of such excess.                                 

     (c) The Board of Directors shall not be obligated to apply for or
  obtain a reduction of or exemption from withholding tax on behalf of any
Member that may be eligible for such reduction or exemption. To the   
extent that a Member claims to be entitled to a reduced rate of, or   
exemption from, a withholding tax pursuant to an applicable income tax
treaty, or otherwise, the Member shall furnish the Board of Directors 
with such information and forms as such Member may be required to     
  complete where necessary to comply with any and all laws and regulations
governing the obligations of withholding tax agents. Each Member      
  represents and warrants that any such information and forms furnished by
 such Member shall be true and accurate and agrees to indemnify the Fund
and each of the other Members from any and all damages, costs and     
expenses resulting from the filing of inaccurate or incomplete        
information or forms relating to such withholding taxes.              

ARTICLE VI  

DISSOLUTION AND LIQUIDATION 

6.1 Dissolution                                                       

The Fund shall be dissolved:                                          

        (a) upon the affirmative vote to dissolve the Fund by: (i) the Board
of Directors or (ii) Members holding at least two-thirds (2/3) of the 
total number of votes eligible to be cast by all Members;             

        (b) upon the expiration of any two year period that commences on the
  date on which any Member has submitted, in accordance with the procedure
specified in Section 4.4(g) hereof, a written notice to the Fund      
requesting the repurchase of its entire Interest by the Fund, if such 
Interest has not been repurchased by the Fund, except as otherwise    
prohibited by the 1940 Act; or                                        

      (c) upon the failure of Members to elect a successor Director at a
meeting called by the Adviser in accordance with Section 2.6(c) hereof
when no Director remains to continue the business of the Fund;        

 (d) at any time at the election of the Board of Directors; or

(e) as required by operation of law.                        

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Dissolution of the Fund shall be effective on the later of the day on 
which the event giving rise to the dissolution shall occur or the conclusion    
of any applicable 60 day period during which the Board of Directors and         
Members may elect to continue the business of the Fund as provided above, but   
the Fund shall not terminate until the assets of the Fund have been liquidated  
in accordance with Section 6.2 hereof and the Articles have been canceled.      

6.2 Liquidation of Assets                                             

   (a) Upon the dissolution of the Fund as provided in Section 6.1
hereof, the Board of Directors shall promptly appoint the Board of    
Directors or the Adviser as the liquidator (the "Liquidator") and the 
   Liquidator shall liquidate the business and administrative affairs of the
   Fund, except that if the Board of Directors does not appoint the Board of
 Directors or the Adviser as the liquidator or the Board of Directors or
 the Adviser is unable to perform this function, a liquidator elected by
Members holding a majority of the total number of votes eligible to be
cast by all Members shall promptly liquidate the business and         
administrative affairs of the Fund. Net Profit and Net Loss during the
  period of liquidation shall be allocated pursuant to Section 5.4 hereof.
The proceeds from liquidation (after establishment of appropriate     
reserves for contingencies in such amount as the Board of Directors or
 Liquidator shall deem appropriate in its sole discretion as applicable)
shall be distributed in the following manner:                         

        (1)  to satisfy the debts of the Fund, other than debts, liabilities
        or obligations to Members, and the expenses of liquidation
             (including legal and accounting expenses incurred in connection
           therewith), up to and including the date that distribution of
        the Fund's assets to the Members has been completed, shall
first be paid on a pro rata basis;                

       (2)  to satisfy such debts, liabilities or obligations as are owing
           to the Members shall next be paid in their order of seniority
and on a pro rata basis; and                      

 (3)  to the payment of the Members on a pro rata basis of the
          positive balances of their respective Capital Accounts after
          giving effect to all allocations to be made to such Members'
          Capital Accounts for the Fiscal Period ending on the date of
the distributions under this Section 6.2(a)(3).   

 (b) If the Fund shall be wound up (whether the liquidation is
 altogether voluntary or by or under the supervision of the courts), the
  Liquidator may divide among the Members in kind the whole or any part of
 the assets of the Fund, and may for such purposes set such value as the
  Liquidator deems fair upon any one or more class or classes of property,
 and may determine how such division shall be carried out as between the
   Members. The Liquidator may vest any part of such assets in trustees upon
   such trust (a "liquidating trust") for the benefit of such Members as the
  Liquidator may determine. The date of any such transfer to a liquidating
   trust shall constitute the end of the Fund's final accounting period with
respect to the assets contributed thereto, irrespective of when the   
liquidating trust is itself dissolved, and the Liquidator shall be    
  entitled to continue to be reimbursed for the expenses incurred by it in
managing the liquidating trust as well as to receive expense payments 
with respect thereto.                                                 

       (c) In the event that the Liquidator intends to make a distribution
to a Member in whole or in part, in kind rather than in cash, the     
Liquidator shall give such Member at least 10 days' notice of the     
proposed in-kind payment (generally describing the assets to be       
  distributed and any associated liabilities to be assumed). If the Member
notifies the Liquidator within 5 days of                              

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   receipt of such notice from the Liquidator that receipt of the assets (or
associated liabilities) intended to be paid out to such Member could  
    reasonably be expected to cause such Member to be in violation of law, the
Liquidator shall cause the Fund to sell the assets intended to be     
  distributed - which sale may be made as the Liquidator may determine. In
such case, the Liquidator need make no representation as to how long a
  delay there might be before such sale will be effected and whether there
will be a single sale for the entirety of such assets or more than one
  sale. No interest shall accrue on any amounts due to the affected Member
  pending such sale(s); provided, that the Liquidator shall cause the Fund
to distribute the proceeds of such sale(s) promptly following receipt.
The amount received upon any such distribution shall constitute full  
   discharge of any and all amounts due to the affected Member in respect of
such distribution.                                                    

ARTICLE VII   

ACCOUNTING, VALUATIONS AND BOOKS AND RECORDS  

7.1 Accounting and Reports                                            

       (a) The Fund shall adopt for tax accounting purposes any accounting
   method that the Board of Directors shall decide in its sole discretion is
in the best interests of the Fund. The Fund's accounts shall be       
maintained in U.S. currency.                                          

     (b) After the end of each taxable year, the Fund shall furnish to
   each Member such information regarding the operation of the Fund and such
  Member's Interest as is necessary for Members to complete Federal, state
   and local income tax or information returns and any other tax information
required by Federal, state or local law.                              

(c) Except as otherwise required by the 1940 Act, or as may 
   otherwise be permitted by rule, regulation or order, within 60 days after
the close of the period for which a report required under this Section
   7.1(c) is being made, the Fund shall furnish to each Member a semi-annual
 report and an annual report containing the information required by such
 Act. The Fund shall cause financial statements contained in each annual
report furnished hereunder to be accompanied by a certificate of      
independent public accountants based upon an audit performed in       
accordance with generally accepted auditing standards. The Fund may   
  furnish to each Member such other periodic reports as it deems necessary
or appropriate in its discretion.                                     

7.2 Determinations by the Board of Directors                          

     (a) All matters concerning the determination and allocation among
the Members of the amounts to be determined and allocated pursuant to 
 Article V hereof, including any taxes thereon and accounting procedures
  applicable thereto, shall be determined by the Board of Directors unless
specifically and expressly otherwise provided for by the provisions of
this Agreement or required by law, and such determinations and        
allocations shall be final and binding on all the Members.            

(b) The Board of Directors may make such adjustments to the 
computation of Net Profit or Net Loss or any components comprising the
foregoing as it considers appropriate to reflect fairly and accurately
the financial results of the Fund and the intended allocation thereof 
among the Members.                                                    

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7.3 Valuation of Assets                                               

(a) Except as may be required by the 1940 Act, the Board of 
 Directors shall value or have valued any Securities or other assets and
liabilities of the Fund as of the close of business on the last day of
each Fiscal Period in accordance with such valuation policies and     
procedures (the "Valuation Procedures") as shall be established or    
  amended from time to time by the Board of Directors and which conform to
   the requirements of the 1940 Act and which are appended hereto as Exhibit
A. In determining the value of the assets of the Fund, no value shall 
be placed on the goodwill or name of the Fund, or the office records, 
files, statistical data or any similar intangible assets of the       
 Fund not normally reflected in the Fund's accounting records, but there
shall be taken into consideration any items of income earned but not  
received, expenses incurred but not yet paid, liabilities, fixed or   
contingent, and any other prepaid expenses to the extent not otherwise
reflected in the books of account, and the value of options or        
commitments to purchase or sell Securities or commodities pursuant to 
agreements entered into prior to such valuation date.                 

        (b) The Fund will value interests in Investment Funds at their "fair
   value," as determined in good faith by the Board of Directors pursuant to
the Valuation Procedures.                                             

        (c) The value of Securities and other assets of the Fund and the net
worth of the Fund as a whole determined pursuant to this Section 7.3  
shall be conclusive and binding on all of the Members and all parties 
claiming through or under them.                                       

ARTICLE VIII  

MISCELLANEOUS PROVISIONS  

8.1 Amendment of Limited Liability Company Agreement                  

        (a) Except as otherwise provided in this Section 8.1, this Agreement
  may be amended, in whole or in part, with: (i) the approval of the Board
of Directors (including the vote of a majority of the Independent     
  Directors, if required by the 1940 Act) and (ii) if required by the 1940
   Act, the approval of Members by such vote as is required by the 1940 Act.

(b) Any amendment that would:                               

        (1)  increase the obligation of a Member to make any contribution to
the capital of the Fund;                          

        (2)  reduce the Capital Account of a Member other than in accordance
with Article V; or                                

      (3)  modify the events causing the dissolution of the Fund; may be
           made only if (i) the written consent of each Member adversely
             affected thereby is obtained prior to the effectiveness thereof
             or (ii) such amendment does not become effective until (A) each
          Member has received written notice of such amendment and (B)
        any Member objecting to such amendment has been afforded a
           reasonable opportunity (pursuant to such procedures as may be
      prescribed by the Board of Directors) to have its entire
Interest repurchased by the Fund.                 

      (c) The power of the Board of Directors to amend this Agreement at
any time without the consent of the other Members as set forth in     
paragraph (a) of this Section 8.1 shall specifically include the power
to:                                                                   

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        (1)  restate this Agreement together with any amendments hereto that
          have been duly adopted in accordance herewith to incorporate
such amendments in a single, integrated document; 

     (2)  amend this Agreement (other than with respect to the matters
           set forth in Section 8.1(a) hereof) to effect compliance with
             any applicable law or regulation or to cure any ambiguity or to
    correct or supplement any provision hereof that may be
inconsistent with any other provision hereof; and 

      (3)  amend this Agreement to make such changes as may be necessary
            or advisable to ensure that the Fund will not be treated as an
       association or a publicly traded partnership taxable as a
    corporation as defined in Section 7704(b) of the Code.

        (d) The Board of Directors shall cause written notice to be given of
any amendment to this Agreement (other than any amendment of the type 
contemplated by clause (1) of Section 8.1(c) hereof) to each Member,  
which notice shall set forth (i) the text of the amendment or (ii) a  
 summary thereof and a statement that the text thereof will be furnished
to any Member upon request.                                           

8.2 Special Power of Attorney                                         

      (a) Each Member hereby irrevocably makes, constitutes and appoints
the Adviser and each Director, acting severally, and any liquidator of
the Fund's assets appointed pursuant to Section 6.2 hereof with full  
power of substitution, the true and lawful representatives and        
 attorneys-in-fact of, and in the name, place and stead of, such Member,
with the power from time to time to make, execute, sign, acknowledge, 
swear to, verify, deliver, record, file and/or publish:               

(1)  any amendment to this Agreement that complies with the 
       provisions of this Agreement (including the provisions of
Section 8.1 hereof);                              

      (2)  any amendment to the Articles required because this Agreement
        is amended, including, without limitation, an amendment to
      effectuate any change in the membership of the Fund; and

        (3)  all such other instruments, documents and certificates that, in
             the opinion of legal counsel to the Fund, may from time to time
          be required by the laws of the United States of America, the
           State of Illinois or any other jurisdiction in which the Fund
             shall determine to do business, or any political subdivision or
           agency thereof, or that such legal counsel may deem necessary
            or appropriate to effectuate, implement and continue the valid
       existence and business of the Fund as a limited liability
company under the laws of the State of Illinois.  

    (b) Each Member is aware that the terms of this Agreement permit
certain amendments to this Agreement to be effected and certain other 
actions to be taken or omitted by or with respect to the Fund without 
  such Member's consent. If an amendment to the Articles or this Agreement
or any action by or with respect to the Fund is taken in the manner   
  contemplated by this Agreement, each Member agrees that, notwithstanding
any objection that such Member may assert with respect to such action,
   the attorneys-in-fact appointed hereby are authorized and empowered, with
full power of substitution, to exercise the authority granted above in
  any manner that may be necessary or appropriate to permit such amendment
to be made or action                                                  

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lawfully taken or omitted. Each Member is fully aware that each Member
 will rely on the effectiveness of this special power-of-attorney with a
view to the orderly administration of the affairs of the Fund.        

    (c) This power-of-attorney is a special power-of-attorney and is
coupled with an interest in favor of each of the Directors and the    
Adviser and as such:                                                  

   (1)  shall be irrevocable and continue in full force and effect
             notwithstanding the subsequent death or incapacity of any party
             granting this power-of-attorney, regardless of whether the Fund
      or Board of Directors shall have had notice thereof; and

    (2)  shall survive the delivery of a Transfer by a Member of the
         whole or any portion of such Member's Interest, except that
            where the transferee thereof has been approved by the Board of
          Directors for admission to the Fund as a substituted Member,
          this power-of-attorney given by the transferor shall survive
     the delivery of such assignment for the sole purpose of
         enabling the Board of Directors to execute, acknowledge and
        file any instrument necessary to effect such substitution.

8.3 Notices                                                           

  Except as otherwise set forth in this Agreement, notices that may or are
required to be provided under this Agreement shall be made, if to a Member, by  
regular mail, or if to the Fund, the Board of Directors or the Adviser, by      
hand delivery, registered or certified mail return receipt requested,           
commercial courier service, telex or telecopier, and shall be addressed to the  
respective parties at their addresses as set forth in the books and records of  
the Fund. Notices shall be deemed to have been provided when delivered by       
hand, on the date indicated as the date of receipt on a return receipt or when  
received if sent by regular mail, commercial courier service, telex or          
telecopier. A document that is not a notice and that is required to be          
provided under this Agreement by any party to another party may be delivered    
by any reasonable means.                                                        

8.4 Agreement Binding Upon Successors and Assigns                     

This Agreement shall be binding upon and inure to the benefit of the  
parties hereto and their respective heirs, successors, assigns, executors,      
trustees or other legal representatives, but the rights and obligations of the  
parties hereunder may not be Transferred or delegated except as provided in     
this Agreement and any attempted Transfer or delegation thereof that is not     
made pursuant to the terms of this Agreement shall be void.                     

8.5 Applicability of 1940 Act and Form N-2                            

The parties hereto acknowledge that this Agreement is not intended to,
and does not, set forth the substantive provisions contained in the 1940 Act    
and the Form N-2 that affect numerous aspects of the conduct of the Fund's      
business and of the rights, privileges and obligations of the Members.          

   Each provision of this Agreement shall be subject to and interpreted in a
manner consistent with the applicable provisions of the 1940 Act and the Form   
N-2.                                                                            

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8.6 Choice of Law                                                     

  Notwithstanding the place where this Agreement may be executed by any of
the parties hereto, the parties expressly agree that all the terms and          
provisions hereof shall be construed under the laws of the State of Illinois    
without regard to the conflict of law principles of such State.                 

8.7 Not for Benefit of Creditors                                      

The provisions of this Agreement are intended only for the regulation of        
relations among past, present and future Members, Directors and the Fund. This  
Agreement is not intended for the benefit of non-Member creditors and no        
rights are granted to non-Member creditors under this Agreement.                

8.8 Consents                                                          

 Any and all consents, agreements or approvals provided for or permitted
by this Agreement shall be in writing and a signed copy thereof shall be filed  
and kept with the books of the Fund.                                            

8.9 Merger and Consolidation                                          

  (a) The Fund may merge or consolidate with or into one or more
limited liability companies formed in accordance with the laws of the 
  State of Illinois or other business entities pursuant to an agreement of
merger or consolidation that has been approved in accordance with the 
laws of the State of Illinois.                                        

       (b) Notwithstanding anything to the contrary contained elsewhere in
this Agreement, an agreement of merger or consolidation approved in   
accordance with the laws of the State of Illinois may (i) effect any  
  amendment to this Agreement, (ii) effect the adoption of a new operating
agreement for the Fund if it is the surviving or resulting limited    
  liability Fund in the merger or consolidation, or (iii) provide that the
limited liability Fund agreement of any other constituent limited     
liability Fund to the merger or consolidation (including a limited    
liability Fund formed for the purpose of consummating the merger or   
consolidation) shall be the limited liability Fund agreement of the   
surviving or resulting limited liability Fund.                        

8.10 Pronouns                                                         

   All pronouns shall be deemed to refer to the masculine, feminine, neuter,
singular or plural, as entity of the person or persons, firm or corporation     
may require in the context thereof.                                             

8.11 Confidentiality                                                  

        (a) A Member may obtain from the Fund such information regarding the
   affairs of the Fund as is just and reasonable under the laws of the State
of Illinois, subject to reasonable standards (including standards     
governing what information and documents are to be furnished, at what 
time and location and at whose expense) established by the Board of   
Directors.                                                            

        (b) Each Member covenants that, except as required by applicable law
 or any regulatory body, it will not divulge, furnish or make accessible
  to any other person the name and/or address (whether business, residence
or mailing) of any Member (collectively, "Confidential Information")  
without the prior written consent of the Board of Directors, which    
consent may be withheld in its sole discretion.                       

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       (c) Each Member recognizes that in the event that this Section 8.11
is breached by any Member or any of its principals, partners, members,
directors, officers, employees or agents or any of its Affiliates,    
including any of such Affiliates' principals, partners, members,      
 directors, officers, employees or agents, irreparable injury may result
to the non-breaching Members and the Fund. Accordingly, in addition to
   any and all other remedies at law or in equity to which the non-breaching
Members and the Fund may be entitled, such Members shall also have the
right to obtain equitable relief, including, without limitation,      
   injunctive relief, to prevent any disclosure of Confidential Information,
   plus reasonable attorneys' fees and other litigation expenses incurred in
 connection therewith. In the event that any non-breaching Member or the
 Fund determines that any of the other Members or any of its principals,
   partners, members, directors, officers, employees or agents or any of its
Affiliates, including any of such Affiliates' principals, partners,   
   members, directors, officers, employees or agents should be enjoined from
  or required to take any action to prevent the disclosure of Confidential
  Information, each of the other non-breaching Members agrees to pursue in
a court of appropriate jurisdiction such injunctive relief.           

8.12 Certification of Non-Foreign Status                              

Each Member or transferee of an Interest from a Member shall certify, 
upon admission to the Fund and at such other times thereafter as the Board of   
Directors may request, whether such Member is a "United States Person" within   
the meaning of Section 7701(a)(30) of the Code on forms to be provided by the   
Fund, and shall notify the Fund within 60 days of any change in such Member's   
status.                                                                         

8.13 Severability                                                     

  If any provision of this Agreement is determined by a court of competent
jurisdiction not to be enforceable in the manner set forth in this Agreement,   
each Member agrees that it is the intention of the Members that such provision  
should be enforceable to the maximum extent possible under applicable law. If   
any provisions of this Agreement are held to be invalid or unenforceable, such  
invalidation or unenforceability shall not affect the validity or               
enforceability of any other provision of this Agreement (or portion thereof).   

8.14 Filing of Returns                                                

   The Board of Directors or its designated agent shall prepare and file, or
cause the accountants of the Fund to prepare and file, a Federal information    
tax return in compliance with Section 6031 of the Code and any required state   
and local income tax and information returns for each tax year of the Fund.     

8.15 Tax Matters Partner                                              

    (a) A Director who is a Member shall be designated on the Fund's
annual Federal income tax return, and have full powers and            
  responsibilities, as the Tax Matters Partner of the Fund for purposes of
Section 6231(a)(7) of the Code. In the event that no Director is a    
  Member, a Member shall be so designated. Should any Member be designated
   as the Tax Matters Partner for the Fund pursuant to Section 6231(a)(7) of
the Code, it shall, and each Member hereby does, to the fullest extent
permitted by law, delegate to a Director selected by the Board of     
Directors all of its rights, powers and authority to act as such Tax  
  Matters Partner and hereby constitutes and appoints such Director as its
true and lawful attorney-in-fact, with power to act in its name and on
 its behalf, including the power to act through such agents or attorneys
as it shall elect or appoint, to receive notices, to make, execute and
deliver, swear to, acknowledge and file any and all reports, responses
 and notices, and to do any and all things required or advisable, in the
Director's                                                            

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   judgment, to be done by such a Tax Matters Partner. Any Member designated
 as the Tax Matters Partner for the Fund under Section 6231(a)(7) of the
  Code shall be indemnified and held harmless by the Fund from any and all
liabilities and obligations that arise from or by reason of such      
designation.                                                          

(b) Each person (for purposes of this Section 8.15, called a
"Pass-Thru Member") that holds or controls an interest as a Member on 
behalf of, or for the benefit of, another person or persons, or which 
Pass-Thru Member is beneficially owned (directly or indirectly) by    
 another person or persons, shall, within 30 days following receipt from
   the Tax Matters Partner of any notice, demand, request for information or
  similar document, convey such notice or other document in writing to all
holders of beneficial interests in the Fund holding such interests    
   through such Pass-Thru Member. In the event the Fund shall be the subject
 of an income tax audit by any Federal, state or local authority, to the
extent the Fund is treated as an entity for purposes of such audit,   
  including administrative settlement and judicial review, the Tax Matters
 Partner shall be authorized to act for, and its decision shall be final
   and binding upon, the Fund and each Member thereof. All expenses incurred
in connection with any such audit, investigation, settlement or review
shall be borne by the Fund.                                           

8.16 Section 754 Election                                             

In the event of a distribution of Fund property to a Member or an     
assignment or other transfer (including by reason of death) of all or part of   
the interest of a Member in the Fund, at the request of a Member, the Board of  
Directors, in its discretion, may cause the Fund to elect, pursuant to Section  
754 of the Code, or the corresponding provision of subsequent law, to adjust    
the basis of the Fund property as provided by Sections 734 and 743 of the       
Code.                                                                           

   8.17 Reliance. In dealing with the Board of Directors acting on behalf of
the Fund, no person shall be required to inquire into the authority of the      
Board of Directors to bind the Fund. Persons dealing with the Fund shall be     
entitled to rely on a certification by the Board of Directors with regard to    
the authority of any other person to act on behalf of the Fund in any manner.   

8.18 Registration of Assets. Any assets owned by the Fund may be      
registered in the Fund name, or in the name of a nominee, or a "street name."   
Any corporation, brokerage firm or transfer agent called upon to transfer any   
assets to or from the name of the Fund shall be entitled to rely upon           
instructions or assignments signed by a Director or an agent of the Board of    
Directors without inquiry as to the authority of the person signing or          
purporting to sign such instructions or assignments or as to the validity of    
any transfer to or from the name of the Fund; provided, that any corporation,   
brokerage firm or transfer agent holding cash or assets of the Fund shall be    
expected to comply with any special instructions concerning payment and         
delivery given to it in writing by a Director.                                  

   8.19 Limitation on Duties. Pursuant to the laws of the State of Illinois,
the Members' duties to other Members and the Fund are limited to those          
expressly provided herein.                                                      

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8.20 Contractual Statute of Limitations. Any claim brought against any
Director, the Adviser or any Sub-Adviser, the Fund or any related party that    
arises out of or is connected with or related to the Fund or such party's       
involvement with the Fund or its business affairs in any way, including any     
claim resulting from or relating to the offer or sale of the Interests shall,   
unless otherwise previously barred by any provision of law, be barred unless    
such claim is initiated within one year of the discovery of the event which is  
the subject of such claim or within one year of the date that such event        
reasonably should have been discovered (whichever is sooner).                   

8.21 Matters Not Provided For; Compliance With Law. The Board of      
Directors shall be empowered to decide any question arising with respect to     
the Fund or this Agreement, and to make such provisions as the Board of         
Directors deems to be in, or not opposed to, the interests of the Fund, but     
which are not specifically set forth herein.                                    

EACH OF THE UNDERSIGNED ACKNOWLEDGES HAVING READ THIS AGREEMENT IN ITS
ENTIRETY BEFORE SIGNING, INCLUDING THE CONFIDENTIALITY CLAUSE SET FORTH IN      
SECTION 8.11.                                                                   

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

                  ORGANIZATIONAL MEMBER:

                        Aspen Strategic Alliance LLC

By: 

                                     _________________________________________

MEMBERS:                                                                        

Each person who shall sign an investor application or certification and who     
shall be accepted by the Board of Directors to the Fund as a Member.            

33  

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This N-2/A Filing		Date		First		Last			Other Filings
		3/31/03		5
		6/30/03		1		4
Filed On / Filed As Of		9/25/03
Top									List All Filings