POS 8C

As filed with the Securities and Exchange Commission on July 1, 2010

1933 Act File No. 333-128723

1940 Act File No. 811-21815

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-2

(Check appropriate box or boxes)

x REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

¨ PRE-EFFECTIVE AMENDMENT NO.

x POST-EFFECTIVE AMENDMENT NO. 5

x REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

x AMENDMENT NO. 8

PNC Absolute Return TEDI Fund LLC

(Exact name of Registrant as specified in Charter)

PNC Capital Advisors, LLC

Two Hopkins Plaza

Baltimore, Maryland 21201

(Address of principal executive offices)

Registrant’s Telephone Number, including Area Code: (800) 239-0418

Jennifer E. Vollmer, Esq.

PNC Legal Department

1600 Market Street, 28th Floor

Philadelphia, PA 19103

(215) 585-5082

(Name and address of agent for service)

Copies to:

John M. Loder, Esq.

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110-2624

(617) 951-2624

If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box  x

It is proposed that this filing will become effective when declared effective pursuant to Section 8(c).

No new interests in the Registrant are being registered by this filing. Registration fee was paid in connection with Registrant’s initial filing on June 30, 2009.

The Registrant has also executed this Registration Statement, in its capacity as managing member of PNC Absolute Return Cayman Fund LDC, on behalf of PNC Absolute Return Cayman Fund LDL. The members of the Board of Directors of the PNC Absolute Return Master Fund LLC have also executed this Registration Statement.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The Prospectus is dated [            ], 2010

PNC ABSOLUTE RETURN TEDI FUND LLC

Limited Liability Company Interests

The PNC Absolute Return TEDI Fund LLC (the “Fund”) is a Delaware limited liability company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified management investment company. The Fund is designed for investment by tax-exempt investors, including 401(k) plans and individual retirement accounts (“IRAs”), which are referred to in this prospectus as “tax-deferred investors.”

The Fund will invest substantially all of its investable assets in PNC Absolute Return Cayman Fund LDC, a Cayman Islands limited duration company with the same investment objective as the Fund (the “Offshore Fund”). The Offshore Fund will in turn invest substantially all of its investable assets in PNC Absolute Return Master Fund LLC, a Delaware limited liability company with the same investment objective as the Fund and the Offshore Fund (the “Master Fund”). The Offshore Fund, which is not an investment company registered under the 1940 Act, will serve solely as an intermediate entity through which the Fund will invest in the Master Fund. The Offshore Fund will make no independent investment decisions and has no investment or other discretion over the investable assets. The Fund’s investment objective is to seek capital appreciation by investing substantially all of its assets, through its indirect investment in the Master Fund, in a portfolio of investment vehicles, typically referred to as hedge funds (“Investment Funds”), managed pursuant to various alternative investment strategies. The Investment Funds in which the Master Fund will invest are subject to special risks. See “Types of Investments and Related Risks.”

This prospectus applies to the offering of limited liability company interests of the Fund (the “Interests”). The Interests are offered in a continuous offering at net asset value, plus any applicable sales load, as described in this prospectus. Interests will be sold only to investors qualifying as “Eligible Investors” as described in this prospectus. Each investor is required to make a minimum initial investment of $75,000. No person who is admitted as a member of the Fund will have the right to require the Fund to redeem any Interest.

The Interests have no history of public trading, will not be traded on any securities exchange or any other market and are subject to substantial restrictions on transferability and resale.

If you purchase an Interest in the Fund, you will become bound by the terms and conditions of the Limited Liability Company Agreement of the Fund (the “LLC Agreement”). A copy of the LLC Agreement is attached as Appendix A to this prospectus.

This prospectus sets forth information that you should know about the Fund before investing. You are advised to read this prospectus carefully and to retain it for future reference. This prospectus includes information required to be included in a prospectus and statement of additional information. Additional information about the Fund, including annual and semi-annual reports and other shareholder information, is available without charge by writing to the Fund c/o PNC Alternative Investment Funds, P.O. Box 9866, Providence, RI 02940-8066, by calling (800) 239-0418 or on the U.S. Securities and Exchange Commission’s (“SEC”) website (www.sec.gov). These reports also are available on the Fund’s website at www.pncalternativefunds.com.

The SEC has not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Price to Public(1)		Sales Load(2)		Proceeds to the Fund(3)
Per $75,000 minimum initial investment	$	75,000	$	2,250	$	72,750
Total	$	100,000,000	$	3,000,000	$	97,000,000

(1) The Fund previously registered $100,000,000 of Interests, and no additional Interests are being registered in connection with this Prospectus. Consequently, the listed information relates to those Interests already registered. The minimum initial investment in Interests by an investor is $75,000. Subsequent investments must be at least $10,000.

(2) Assumes a sales load of 3%. Investments generally are subject to a sales load of up to 3%, subject to waiver and adjustment for certain types of investors. See “Subscriptions for Interests.”

(3) Total proceeds to the Fund assume that all Interests will be sold in a continuous offering and the maximum sales load incurred. The proceeds may differ from those shown if other than the maximum load is paid on average and/or additional Interests are registered.

PNC Fund Distributor LLC is the distributor of the Interests (the “Distributor”) on a best-efforts basis, subject to various conditions. A prospective investor must submit to the Fund a completed investor application together with payment in the full amount of the subscription no later than at the close of business (5:00 p.m. Eastern time) on the third business day prior to the applicable subscription date. Any amounts received in advance of the subscription date will be placed in a non-interest bearing escrow account with the Escrow Agent prior to their investment in the Fund. Investors may purchase Interests through the Distributor or through broker-dealers and intermediaries that have entered into selling agreements with the Distributor.

Not FDIC Insured            May Lose Value            No Bank Guarantee

TO ALL INVESTORS

The Interests are not deposits or obligations of, or guaranteed or endorsed by, PNC Bank, any bank or other insured depository institution and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency.

The Interests are subject to substantial restrictions on transferability and resale and may not be transferred or resold except as permitted under the LLC Agreement and in compliance with federal and state securities laws.

This prospectus will not constitute an offer to sell or the solicitation of an offer to buy, and no sale of Interests will be made in any jurisdiction in which the offer, solicitation or sale is not authorized or to any person to whom it is unlawful to make the offer, solicitation or sale. No person has been authorized to make any representations concerning the Fund that are inconsistent with those contained in this prospectus. Prospective investors should not rely on any information not contained in this prospectus. Prospective investors should not construe the contents of this prospectus as legal, tax or financial advice. Each prospective investor should consult his, her or its own professional advisers as to the legal, tax, financial or other matters relevant to the suitability of an investment in the Fund for the investor.

FOR A DISCUSSION OF CERTAIN RISK FACTORS AND SPECIAL CONSIDERATIONS WITH RESPECT TO OWNING THE INTERESTS, SEE “TYPES OF INVESTMENTS AND RELATED RISKS” AND “OTHER RISKS” BEGINNING ON PAGE 21 OF THIS PROSPECTUS.

TABLE OF CONTENTS

Structural Diagram	1
Glossary	2
Summary	6
Summary of Fees and Expenses	12
Financial Highlights	14
Use of Proceeds	15
The Fund’s Structure	15
Investment Program	17
Types of Investments and Related Risks	20
Other Risks	36
Limits of Risk Disclosures	38
Investment Policies and Restrictions	39
Management of the Fund	40
The Manager	48
Investment Management Agreements	48
The Adviser	50
Investment Advisory Agreement	53
Codes of Ethics	55
Voting	55
Brokerage	56
Administrator	58
Custodian	59
Escrow Agent	60
Fund Expenses	60
Capital Accounts and Allocations	62
Conflicts of Interest	66
Subscriptions For Interests	70
Outstanding Securities	74
Control Persons	74
Redemptions, Repurchases and Transfers of Interests	74
Certain Material Tax Considerations	78
ERISA Considerations	82
Additional Information and Summary of Limited Liability Company Agreement	83
Reports To Members	84
Fiscal Year	85
Accountants and Legal Counsel	85
Inquiries	85
Financial Statements	85

Appendix A – Limited Liability Company Agreement	A-1
Appendix B – Investor Qualifications	B-1
Appendix C – Privacy Notice	C-1
Appendix D – Performance Information	D-1

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STRUCTURAL DIAGRAM

This diagram and the accompanying text are intended as a simplified illustration of the master-feeder structure of which the Fund forms a part. Please refer to the body of this prospectus for a more complete discussion of the Fund and its investment program, as well as details regarding the fees, expenses and risks to which an investment in the Interests is subject.

As further described in this prospectus, the Fund is a feeder fund in a master-feeder structure. The Fund will invest substantially all of its investable assets in the Offshore Fund with the same investment objective as the Fund. The Offshore Fund will in turn invest all of its investable assets into the Master Fund with the same investment objective as the Fund and the Offshore Fund. The Master Fund will invest principally in Investment Funds managed by third-party investment managers (“Investment Managers”) who employ a variety of alternative investment strategies. The Master Fund will have investors other than the Fund. PNC Absolute Return Fund LLC, which is available to taxable investors, will also invest in the Master Fund.

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GLOSSARY

The following is a glossary of terms used throughout this prospectus and their definitions. This glossary is set forth solely for the purpose of ease of reference. The terms summarized or referenced in this glossary are qualified in their entirety by the prospectus itself.

1940 Act	Investment Company Act of 1940, as amended.
Administration Agreements	Separate administration agreements entered into between (i) the Fund and the Administrator, (ii) the Master Fund and the Administrator and (iii) the Offshore Fund and the Administrator, pursuant to which the Administrator provides administrative services to the Fund, the Master Fund and the Offshore Fund, as applicable. Each of the Administration Agreements is referred to as an “Administration Agreement.”
Administrative Fee	Aggregate fee payable to the Administrator pursuant to the Administration Agreements for: (i) services rendered by the Administrator to the Fund, at an annual rate of 0.25% of the Fund’s net assets, plus an additional $15,000 annually, and (ii) services rendered by the Administrator to the Master Fund, at an annual rate of 0.20% of the Master Fund’s net assets.
Administrator	PNC Capital Advisors, LLC.
Adviser	Ramius Alternative Solutions LLC (formerly known as Ramius Fund of Funds Group LLC).
Advisers Act	Investment Advisers Act of 1940, as amended.
Advisory Agreement	Agreement entered into among the Manager, the Adviser and the Master Fund, pursuant to which the Adviser has responsibility, subject to the supervision of the Manager and the Master Fund’s Board, for formulating a continuing investment program for the Master Fund.
Alternative Transaction	Possible ways in which the master-feeder structure of which the Fund forms a part could be modified in order to address any patent infringement issues potentially caused by the Patent Application.
Asset Coverage Requirement	A 1940 Act requirement that the value of a registered investment company’s total indebtedness may not exceed one-third of the value of its total assets, including the indebtedness, measured at the time the investment company incurs the indebtedness.
Benchmark Return	A non-cumulative return, determined from the first date of the fiscal year, except if a Member’s initial capital contribution is made after the beginning of the fiscal year, the Benchmark Return is instead determined from such initial contribution date. The Benchmark Return as of any accounting date equals the average of the rates for the generic three-month LIBOR as of the last day of each of the four immediately preceding calendar quarters, as published by Bloomberg, L.P.
BHC Act	The Bank Holding Company Act of 1956, as amended.
Board	The Board of Directors of the Fund.

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CFC	Controlled foreign corporation, as defined in Section 957(a) of the Code.
Code	Internal Revenue Code of 1986, as amended.
Code of Ethics	Code of ethics adopted by each of the Fund, the Master Fund, the Manager, the Adviser and the Distributor.
Co-Investors	The Master Fund, or an Investment Fund in which the Master Fund participates and/or Other Client Accounts. Each of the Co-Investors is referred to as a “Co-Investor.”
Custodian	PFPC Trust Company.
Derivatives	Financial instruments that derive their performance, at least in part, from the performance of an underlying asset, index or interest rate. Derivatives include transaction in Derivatives..
Distributor	PNC Fund Distributor LLC.
DOL	U.S. Department of Labor.
ERISA	Employee Retirement Income Security Act of 1974, as amended.
ERISA Plan	Employee benefit plan subject to ERISA.
Escrow Agent	BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.), Inc.)
Exchange Act	Securities Exchange Act of 1934, as amended.
Fund	PNC Absolute Return TEDI Fund LLC.
Incentive Fee	Fee payable to the Manager equal to 10% of the net profits of each Member in excess of such Member’s Loss Carryforward Amount and the Benchmark Return.
Incentive Period	Period with respect to which the Incentive Fee is charged, which may be composed of one or more consecutive fiscal periods and which generally corresponds to a fiscal year.
Independent Directors	Directors who are not “interested persons” as defined under Section 2(a)(19) of the 1940 Act.
Initial Closing Date	The initial closing date for subscriptions for Interests.
Initial Payment	In respect of the Promissory Note, the first of two payments to be made by the Fund to a Member whose Interest has been accepted for repurchase.
Interests	Limited liability company interests of the Fund offered pursuant to this prospectus.
Investment Funds	Investment vehicles, typically referred to as hedge funds, in which the Master Fund invests.
Investment Managers	Third-party investment managers of the Investment Funds.

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IRAs	Individual retirement accounts (each, an “IRA”).
IRS	Internal Revenue Service.
LLC Agreement	Limited Liability Company Agreement of the Fund, as amended.
Loss Carryforward Amount	Amount which for each Member commences at zero and, for each Incentive Period, is increased by the net losses allocated to such Member’s capital account for such Incentive Period or is reduced (but not below zero) by the net profits allocated to such Member’s capital account for such Incentive Period. A Member’s Loss Carryforward Amount will be proportionately adjusted with respect to any contributions, transfers, distributions and repurchases applicable to the Member’s capital account.
Manager	PNC Capital Advisors, LLC.
Management Agreements	Two separate investment management agreements entered into (i) between the Fund and the Manager and (ii) between the Master Fund and the Manager, pursuant to which the Manager is responsible for formulating a continuing investment program for the Master Fund. Each of the Management Agreements is referred to as a “Management Agreement.”
Management Fee	Quarterly fee of 0.3125% (1.25% on an annualized basis) of the Master Fund’s net assets payable to the Manager by the Master Fund.
Master Fund	PNC Absolute Return Master Fund LLC, a Delaware limited liability company registered as a closed-end, non-diversified management investment company, which the Fund, through the Offshore Fund, invests substantially all of its investable assets and which has the same investment objective as the Fund and the Offshore Fund.
Master Fund’s Board	The Board of Directors acting in its capacity as the board of directors of the Master Fund.
Members	Investors that acquire Interests.
Notice Date	Date by which a Member choosing to tender an Interest for repurchase must do so.
Offshore Fund	PNC Absolute Return Cayman Fund LDC, a Cayman Islands limited duration company with the same investment objective as the Fund.
Other Client Accounts	Investment Funds and other accounts, other than the Master Fund, managed by the Investment Managers.
PFIC	Passive foreign investment company, as defined in Section 1297 of the Code.
Plan	ERISA Plan or a plan or other arrangement such as an IRA or Keogh plan subject to Section 4975 of the Code (collectively, “Plans”).
PNC	The PNC Financial Services Group, Inc.
Policies	The Adviser’s proxy voting policies and procedures.

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Post-Audit Payment	In respect of the Promissory Note, the second and final payment to be made by the Fund to a Member whose Interest has been accepted for repurchase.
Private Fund	Prior to its reorganization into a master-feeder structure, PNC Absolute Return Fund LLC, a privately-offered fund registered under the 1940 Act that utilized a multi-manager, multi-strategy investment approach.
Promissory Note	Promissory note that the Fund will give to each Member whose Interest has been accepted for repurchase, entitling the Member to be paid an amount equal to the value, determined as of the Valuation Date, of the repurchased Interest.
SEC	United States Securities and Exchange Commission.
Securities Act	Securities Act of 1933, as amended.
Sub-Administration Agreement	Sub-administration agreement entered into between the Administrator and the Sub-Administrator pursuant to which the Sub-Administrator assists the Administrator in providing administrative services to the Fund, the Offshore Fund and the Master Fund.
Sub-Administrator	BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.), Inc.)
Tax-deferred investors	401(k) plans and IRAs, which provide tax deferral for their beneficiaries.
Tax-Exempt Investors	U.S. persons generally exempt from taxation in the United States, including 401(k) plans and IRAs.
UBTI	Unrelated business taxable income, as defined in Sections 512 through 514 of the Code.
UDFI	Unrelated debt-financed income, as defined in Section 514 of the Code.
U.S. Government securities	Debt securities issued or guaranteed by the U.S. Government or one of its agencies or instrumentalities.
Valuation Date	Date on which the Interests will be valued for repurchase.

5

SUMMARY

This is only a summary of the key features of the Fund and Interests offered by this prospectus. This summary does not contain all of the information that a prospective investor should consider before investing in the Fund. Before investing, a prospective investor in the Fund should carefully read the more detailed information appearing elsewhere in this prospectus and the terms and conditions of the LLC Agreement, each of which should be retained by any prospective investor.

The Fund	The Fund is a limited liability company organized under the laws of the State of Delaware and registered under the 1940 Act as a closed-end, non-diversified management investment company. Interests offered by the Fund are subject to substantial limits on transferability. The Fund is designed for investment by tax-exempt and tax-deferred investors. See “The Fund’s Structure.”
	The Fund invests substantially all of its investable assets in the Offshore Fund. The Offshore Fund, in turn, invests substantially all of its investable assets in the Master Fund. See “The Fund’s Structure.”
	The Master Fund is a closed-end, non-diversified management investment company with the same investment objective as the Fund. Ramius Alternative Solutions LLC (formerly known as Ramius Fund of Funds Group LLC) (the “Adviser”), an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), will serve as investment adviser to the Master Fund
	The Fund intends to afford Members, through an indirect investment in the Master Fund, access to a variety of Investment Funds, the benefits of reduced risk through diversification and the benefits of professional portfolio management. The Fund is an appropriate investment only for those investors that can tolerate a high degree of risk and do not require a liquid investment.
	Each of the Fund and the Master Fund has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act, as amended, and therefore is not subject to registration or regulation as a commodity pool under the Commodity Exchange Act. Notwithstanding non-diversified status, the Fund, through its indirect investment in the Master Fund, intends to have a broad exposure to a number of Investment Funds. In addition, due to restrictions imposed by the BHC Act, the Master Fund is subject to limitations with respect to investments in any one Investment Fund. See “Other Risks—Banking Regulation.”
	The assets of the Master Fund are actively managed and the Members bear both an asset-based fee and a performance-based incentive fee, which is paid to the Manager.
	The Master Fund has investors other than the Fund. PNC Absolute Return Fund LLC, which is available to taxable investors, also invests in the Master Fund. See “Structural Diagram.”
	Man-Glenwood Lexington TEI, LLC, or an affiliate thereof, a non-affiliated investment company, has filed a patent application relating to a structure that interposes a Cayman Islands entity between a registered investment company and an underlying master fund (the “Patent Application”). The Patent Application may impose additional costs on the Fund and cause the Fund to incur losses that may be borne by Members. See “Other Risks—Man-Glenwood Patent Application.”
Investment Program	The Fund’s, the Offshore Fund’s and the Master Fund’s investment objective is to seek capital appreciation.

6

	The Fund intends to achieve its investment objective by investing substantially all of its investable assets, through the Offshore Fund, in the Master Fund. The Master Fund intends to achieve its investment objective principally by investing in Investment Funds (including primarily unregistered investment funds, as well as registered investment companies to the extent permitted under Section 12(d) of the 1940 Act and the rules and regulations thereunder) managed by Investment Managers who employ a variety of alternative investment strategies. Alternative investment strategies allow the Investment Managers the flexibility to leverage, sell short and hedge positions to take advantage of perceived inefficiencies across the global capital markets, and are referred to as “alternative investment strategies” in contrast to the investment programs of “traditional” registered investment companies, such as mutual funds. See “Types of Investments and Related Risks: Types of Investments, Investment Strategies and Related Risks.”
	The Master Fund intends to invest in a portfolio of Investment Funds, each of which typically invests in one or more absolute return strategies that tend to exhibit substantially lower volatility (as measured by standard deviation) than the average common stock trading on a U.S. exchange or an index of stocks, such as the S&P 500. Additionally, many of these Investment Funds have historically shown relatively low (in some cases negative) correlation to each other, as well as low to negative correlation to broad equity and bond indices. Therefore, a fund of hedge funds, such as the Master Fund, focusing on an absolute return strategy seeks to generate positive absolute returns over a market cycle with relatively low volatility.
	The Master Fund’s policy to invest in Investment Funds is not a fundamental investment policy. The Master Fund may change this investment policy upon not less than 60 days’ prior written notice to Members.
	For purposes of the Master Fund’s investment restrictions and its investment limitations under the 1940 Act, the Master Fund will not “look through” to the underlying investments of any Investment Funds in which the Master Fund invests, since such Investment Funds are generally not registered under the 1940 Act, and therefore are generally not subject to the Master Fund’s investment limitations or the other investment limitations under the 1940 Act.
The Offering	Interests are offered in a continuous offering at net asset value, plus any applicable sales load. See “Subscriptions for Interests.” Interests will be sold only to investors qualifying as “Eligible Investors” as described in this prospectus. See Appendix B.
	Each investor is required to make a minimum initial investment of $75,000 and the minimum additional investment is $10,000. See “Subscriptions for Interests.”
Risk Factors	The Fund’s, the Offshore Fund’s and the Master Fund’s investment program is speculative and entails substantial risks. The Fund’s performance will depend upon the performance of the Investment Funds in the Master Fund’s portfolio and the Adviser’s ability to effectively select Investment Funds and allocate and reallocate the Master Fund’s assets among them. No assurance can be given that the Fund’s and the Master Fund’s investment objective will be achieved. Investors should not commit money to the Fund unless they have the resources to sustain the loss of their entire investment in the Fund. The following is a summary of some of the more significant risks of investing in the Fund. Other risks and more details of the risks summarized below are discussed in this prospectus under “Types of Investments and Related Risks” and “Other Risks.”

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Risks Related to Types of Investments and Investment Strategies. Although the Master Fund intends to form a portfolio designed to achieve non-market directional returns with low volatility, the Investment Funds selected by the Master Fund may invest and trade in a wide range of instruments and markets, which may have an unanticipated effect, and may digress from their expected investment strategies. The Investment Funds may invest in all manner of securities and financial instruments, including but not limited to equities, fixed income investments, options, futures, swaps and other Derivatives. Such investments may be illiquid and highly leveraged, or subject to extreme volatility.

In addition, the Investment Funds may use a wide range of investment techniques that may involve certain risks and result in significant losses. The Investment Funds may use leverage, which also entails risk. See “Types of Investments and Related Risks.”

Investment Fund Strategy Risk. The Master Fund and the Fund are subject to Investment Fund strategy risk. Strategy risk refers to the failure or deterioration of investment or trading techniques employed within or across strategies, such that some or all Investment Managers employing such techniques may suffer significant losses. For a more detailed summary of these strategies and their related risks, see “Types of Investments and Related Risks—Investment Strategies and Related Risks.” There can be no assurance that the Investment Managers will succeed in any of these strategies.

Non-Diversified Status. As a non-diversified investment company, the Master Fund’s investment portfolio may be subject to greater risk and volatility than if the Master Fund were subject to the diversification requirements under the 1940 Act. See “Types of Investments and Related Risks.”

Lack of Liquidity of Interests. The Fund is intended for long-term investors. Investors should not invest in the Fund if they need a liquid investment. Interests in the Fund will not be traded on any securities exchange, are not expected to trade on any other market, and are subject to substantial restrictions on transferability and resale. There is no secondary trading market for the Interests and none is expected to develop. The Interests are therefore not readily marketable. The transferability of Interests will be subject to certain restrictions contained in the LLC Agreement and may be affected by restrictions imposed under applicable securities laws with regard to restricted investments. See “Other Risks: Limited Liquidity; Repurchase of Interests; Transfer Limitations.”

Investment Fund Interests Generally Illiquid; Lack of Liquidity of Master Fund. The interests in the Investment Funds in which the Master Fund will invest will generally be illiquid and, consequently, the Master Fund may be illiquid. In addition, restrictions on withdrawals from the Investment Funds may result in the Fund having to suspend or postpone repurchase offers to Members. See “Types of Investments and Related Risks: Risks of Fund of Hedge Funds Structure.”

In addition, as a result of delays in the Master Fund’s ability to withdraw from an Investment Fund, the Master Fund may need to borrow money to fund new investments in Investment Funds or to meet repurchase requests from the Fund. A portion of the proceeds of the offering of the Interests may be used to pay down any outstanding borrowing which the Master Fund may incur to fund new investments and for other purposes, as described under “Use of Proceeds.”

In-Kind Distributions by Investment Funds. Investment Funds may be permitted to distribute securities, which are typically illiquid, in-kind to investors, including the Master Fund. The Master Fund expects that in the event of an in-kind distribution, it will typically receive securities that are illiquid or difficult to value. In such circumstances, the Adviser would seek to dispose of these securities in a manner that is in the best interest of the Master Fund. See “Types of Investments and Related Risks: In-Kind Distribution by Investment Funds.”

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	Inability to Invest in Investment Funds. The Master Fund may make additional investments in or withdrawals from Investment Funds only at certain times according to limitations set out in the governing documents of the Investment Funds. As a result, the Master Fund from time to time may have to invest some of its assets temporarily in high-quality fixed income securities, money market securities, money market funds or repurchase agreements, or hold cash or cash equivalents. During this time, the Master Fund’s assets will not be used to pursue the Master Fund’s investment objective. See “Types of Investments and Related Risks: Inability to Invest in Investment Funds.”
	Fluctuations in Value. The value of the Master Fund’s net assets (and, accordingly, the value of the Fund’s investment in the Master Fund through the Offshore Fund) will fluctuate primarily based on the fluctuation in the value of the Investment Funds in which it invests. To the extent an Investment Fund engages in the use of leverage, short sales and the purchase and sale of Derivatives, the Investment Fund’s portfolio may appreciate or depreciate at a greater rate than if such techniques were not used.
	Multiple Levels of Fees and Expenses. Each Investment Manager generally will charge the Master Fund, as an investor in an Investment Fund, an asset-based fee, and some or all of the Investment Managers will receive performance-based fees. The Manager will also receive an asset-based fee and may receive a performance-based incentive fee. By investing in Investment Funds indirectly through the Fund, an investor in the Fund (as an investor in the Master Fund through the Offshore Fund) will bear asset-based and performance-based fees at the Master Fund level in addition to any asset-based and performance-based fees at the Investment Fund level. Thus, an investor in the Fund may be subject to higher operating expenses than it would if it invested in another closed-end fund with a different investment focus. See “Types of Investments and Related Risks: Risk of Fund of Hedge Funds Structure.”
	Investment Funds Not Registered. The Investment Funds generally will not be registered as investment companies under the 1940 Act and the Master Fund, as an investor in these Investment Funds, will not have the benefit of the protections afforded by the 1940 Act to investors in registered investment companies. Although the Adviser will periodically receive information from each Investment Fund regarding its investment performance and investment strategy, the Adviser may have little or no means of independently verifying this information. Investment Funds are not contractually or otherwise obligated to inform their investors, including the Master Fund, of details surrounding proprietary investment strategies. In addition, the Master Fund and the Adviser have no control over the Investment Funds’ investment management, brokerage, custodial arrangements or operations and must rely on the experience and competency of each Investment Manager in these areas.
	Other Risks. Prospective investors in the Fund should review carefully the discussion under the captions “Types of Investments and Related Risks” and “Other Risks” for other risks associated with the Fund and the Investment Managers’ styles of investing. Only investors that understand the nature of the investment, do not require more than limited liquidity in the investment and have sufficient resources to sustain the loss of their entire investment should make an investment in the Fund.
Board of Directors	The Board of Directors has overall responsibility for the oversight of the operations of the Fund (in such capacity, the “Board”) and the Master Fund (in such capacity, the “Master Fund’s Board”). The Offshore Fund does not have a board of directors. The Board does not make investment decisions or recommend specific Investment Funds. See “Board of Directors” and “Voting.”

9

The Manager	The Manager, a limited liability company formed under the laws of the State of Delaware, serves as the investment manager of the Fund and Master Fund. . In addition, the Manager oversees the management of the day-to-day operations of the Fund and the Master Fund. For its services, the Master Fund pays the Management Fee and Incentive Fee to the Manager. See “The Manager.”
	The Manager may pay a portion of the Management Fee to entities that assist in the distribution of Interests and that may be affiliated with the Manager. These payments will be in addition to the direct sales load paid by investors. See “Management Fee’ and “Subscriptions for Interests: Distribution Arrangements and Sales Loads.”
The Adviser	The Adviser, a limited liability company organized under the laws of Delaware, is the investment adviser of the Master Fund. The Adviser is registered with the SEC as an investment adviser under the Advisers Act. For its services, the Adviser receives one-half of the Management Fee and Incentive Fee from the Manager. See “The Adviser” and “Investment Advisory Agreement.”
Administrator	The Administrator serves as the administrator to the Fund and the Master Fund. For its services, the Administrator receives an annual fee of $15,000 plus 0.25% of the Fund’s net assets from the Fund and 0.20% of the Master Fund’s net assets from the Master Fund. See “Fund Expenses” and “Administrator.”
Custodian	The Custodian provides custodial services to the Fund, the Offshore Fund and the Master Fund. For its services, the Custodian receives a fee at an annual rate of 0.01% from the Master Fund. See “Custodian.”
Escrow Agent	The Escrow Agent serves as escrow agent with respect to subscription monies received from prospective investors and monies held pending payment to Members in connection with repurchases of Interests. For its services, the Escrow Agent receives an annual fee from the Fund. See “Fund Expenses” and “Escrow Agent.”
Distributor	The Distributor serves as distributor of the Interests on a best-efforts basis, subject to various conditions. See “Subscriptions for Interests.”
Expenses	The Manager will provide, or will arrange at its expense for the provision of, certain management and administrative services to the Fund, the Offshore Fund and the Master Fund. The Fund, the Offshore Fund and the Master Fund each will pay its own expenses. Fees and expenses borne by the Master Fund will be indirectly borne by the Fund and Members and fees and expenses borne by the Fund will be indirectly borne by Members. See “Summary of Fund Expenses and “Fund Expenses.”
Incentive Fee	In addition to the Management Fee, the Fund pays the Manager the Incentive Fee. The Manager will pay the Adviser one-half of the Incentive Fee it receives. See “Incentive Fee.”
Subscription for Interests	The minimum initial investment in the Fund from each investor is $75,000, and the minimum additional investment in the Fund is $10,000.

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	The Interests will be offered at net asset value, plus any applicable sales load. The specific amount of the sales load will depend on the size of the investment in the Fund, as follows:
	•   3% on the first $500,000 of any investment;
	•    2% on the amount of any investment that exceeds $500,000, but is less than $1 million; and
	•   1% on the amount of any investment that exceeds $1 million.
	See “Subscriptions for Interests—Distribution Arrangements and Sales Loads.”
	Prior to investing in the Fund, prospective investors are encouraged to review the Fund’s most recent annual and semi-annual reports, which are available at no charge upon request by contacting the Fund at (800) 239-0418 or on the SEC’s website at www.sec.gov. These reports contain financial statements of the Fund and additional information regarding the Fund’s performance.
Eligibility	Prospective investors must certify that they are qualified clients within the meaning of Rule 205-3 under the Advisers Act. A “qualified client” means a person or a company (other than an investment company) that has a net worth of more than $1.5 million, or that meets certain other qualification requirements.
	Because the Fund is designed for investment by tax-exempt investors, investors must be one of the following: (1) a pension, profit-sharing, or other employee benefit trust that is exempt from taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of qualification under Section 401 of the Code; (2) an employee benefit plan or other program established pursuant to Sections 403(b), 408(k) or 457 of the Code; (3) a deferred compensation plan established by a corporation, partnership, non-profit entity or state and local government, or government-sponsored program, in each case, which is generally exempt from U.S. federal income tax; (4) a foundation, endowment or other organization that is exempt from taxation under Section 501(c) of the Code (other than an organization exempt under Section 501(c)(1)); (5) an IRA (including regular IRA, spousal IRA for non-working spouse, Roth IRA and rollover IRA); or (6) a state college or university.
	Investors who meet the qualifications set forth above are referred to in this prospectus as “Eligible Investors.” Existing Members subscribing for additional Interests will be required to qualify as “Eligible Investors” at the time of the additional subscription. See “Subscriptions for Interests: Eligible Investors.”
	The qualifications required to invest in the Fund will appear in the investor application that must be completed by each prospective investor and are also set out in Appendix B to the prospectus.
Transfer Restrictions	The Interests are subject to substantial restrictions on transferability. See “Redemptions, Repurchases and Transfers of Interests: Transfers of Interests.”
Redemptions and Repurchases of Interests by the Fund	No Member will have the right to require the Fund to redeem its Interest (or any portion of its Interest). The Fund may from time to time offer to repurchase Interests, in whole or in part, pursuant to written tenders by Members.
	The Fund has the right to repurchase Interests if the Board determines that the repurchase is in the best interest of the Fund or upon the occurrence of certain events specified in the LLC Agreement, including, but not limited to, attempted transfers in violation of the transfer restrictions described above. See “Redemptions, Repurchases and Transfers of Interests.”

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	The Fund charges a repurchase fee of 1.00% on repurchases of Interests that have been held less than 180 days.
Summary of Taxation	The Fund and the Master Fund intend to operate so that each will be treated as a partnership for U.S. federal income tax purposes. Assuming that each of the Fund and the Master Fund is treated as a partnership, neither the Fund nor the Master Fund will be subject to U.S. federal income tax.
	The Offshore Fund will be treated as a corporation for U.S. federal income tax purposes. An investment in the Fund should therefore not give rise to unrelated business taxable income (“UBTI”) for a Member, provided that the Member does not borrow to finance its investment in the Fund. Prospective investors are urged to consult their tax advisers concerning potential tax consequences of an investment in the Fund. See “Certain Material Tax Considerations.”

No broker-dealer, salesperson, or other person is authorized to give an investor any information or to represent anything not contained in this prospectus. As a prospective investor, you must not rely on any unauthorized information or representations that anyone provides to you. This prospectus is an offer to sell or a solicitation of an offer to buy the securities it describes, but only under the circumstances and in jurisdictions where and to persons to which it is lawful to do so. The information contained in this prospectus is current only as of the date of this prospectus. The Fund is required to supplement this prospectus to disclose any material change in the information provided herein.

The Investment Funds in which the Master Fund will invest may pursue various investment strategies and are subject to special risks. The Interests will not be listed on any securities exchange and it is not anticipated that a secondary market for the Interests will develop. The Interests will also be subject to substantial restrictions on transferability and may not be transferred except as permitted under the LLC Agreement and in compliance with federal and state securities laws. The Interests will not be redeemable at an investor’s option nor will they be exchangeable for interests of any other fund because the Fund is a closed-end investment company. As a result, an investor may not be able to sell or otherwise liquidate its Interest. The Interests are appropriate only for those investors who can tolerate a high degree of risk and do not require a liquid investment.

SUMMARY OF FEES AND EXPENSES

The expenses associated with investing in a “fund of hedge funds,” such as the Fund, are generally higher than those associated with investing in other types of funds that do not invest primarily in other pooled-investment vehicles. This is because the investors in a fund of hedge funds indirectly bear a portion of the fees and expenses, including performance-based fees, charged at the Investment Fund level. The fees associated with an Investment Fund will generally include an investment management fee ranging from 1% to 2.5% (annualized) of the net asset value of the Master Fund’s investment in such Investment Fund, and performance-based fees generally ranging from 20% to 25% of the Master Fund’s share of the net profits earned by the Investment Funds. In addition, Investment Funds have expenses incurred in connection with the Investment Funds’ operations. Such expenses, which vary among Investment Funds, may be significant and will increase the total cost of the Master Fund’s investment in the Investment Funds.

Member Transaction Fees
Maximum sales load (as a percentage of the offering price)(1)	3.00	%
Repurchase fee (as a percentage of the amount repurchased)(2)	1.00	%
Annual Expenses (as a percentage of net assets attributable to Interests)
Management Fee(3)(4)	1.34	%
Other Expenses(5)	5.02	%
Acquired Fund Fees and Expenses(6)	4.82	%
Total Annual Expenses(7)	11.18	%

(1) In connection with initial and additional investments, investors may be charged, on a fully disclosed basis, a sales load of up to 3% of the amounts transmitted in connection with their subscriptions. Sales loads are payable to the Distributor and will be deducted from a prospective Member’s subscription amount. Sales loads will vary depending upon the amount of each subscription. The sales load is subject to waiver and adjustment for certain types of investors. See “Subscriptions for Interests—Distribution Arrangements and Sales Loads.”

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(2) The Fund charges a repurchase fee of 1.00% on repurchases of Interests that have been held less than 180 days. The fee will be deducted from the repurchase proceeds due to the Member who tendered its Interest for repurchase, and cannot be paid separately. The fee will be credited to the assets of the Fund.

(3) The Master Fund pays a 1.25% asset based Management Fee to the Manager, and the Fund as an investor in the Master Fund will bear its pro rata share of the Management Fee. See “Management Fee” for a more complete discussion of the Management Fee.

(4) Of this amount, 0.09% represents the actual Incentive Fee recognized for the fiscal year ended March 31, 2010 and is based on the aggregate of the amount paid by all Members, expressed as a percentage of annual net assets. Generally, at the end of each Incentive Period, an Incentive Fee of 10% of the net profits, if any, of each Member in excess of the Loss Carryforward Amount and the Benchmark Return, will be debited from the Member’s capital account and paid to the Manager. The Benchmark Return as of any accounting date equals the average of the rates for the generic three-month LIBOR as of the last day of each of the four immediately preceding calendar quarters. The Incentive Fee and the Loss Carryforward Amount, each for a given Incentive Period, will be adjusted with respect to any contributions, transfers, distributions and repurchases applicable to the Member’s capital account for that Incentive Period or portion thereof. See “Incentive Fee” for a more complete discussion of the Incentive Fee.

(5) Other Expenses reflect the actual ordinary operating expenses of the Fund as of its most recent fiscal year end, the Administrative Fee, escrow fees and expenses, expenses in connection with the offering of Interests, and the Fund’s share of all expected ordinary expenses of the Master Fund, other than the Management Fee.

(6) Members also indirectly bear a portion of the asset-based fees, performance or incentive fees or allocations and other expenses incurred by the Master Fund as an investor in the Investment Funds. The “Acquired Fund Fees and Expenses” reflect the estimated aggregate amount of the fees and expenses of the Investment Funds during the prior fiscal year and may substantially change over time and, therefore, significantly affect “Acquired Fund Fees and Expenses.” In addition, the Investment Funds held by the Master Fund will also change, further impacting the calculation of the “Acquired Fund Fees and Expenses.” Generally, asset-based fees payable to Investment Managers of the Investment Funds will range from 1% to 2.5% (annualized) of the net asset value of the Master Fund’s investment in the Investment Fund. In addition, some of the Investment Funds charge performance-based incentive allocation or fee, which generally range from 20% to 25% of an Investment Fund’s net profits, although it is possible on occasion that such ranges may be higher for certain Investment Funds.

(7) As a result of voluntary waivers and expense reimbursements by the Manager, the “Total Annual Expenses” were 7.65% (including Acquired Fund Fees and Expenses) and 2.83% (excluding Acquired Fund Fees and Expenses). The voluntary waivers and reimbursements may be terminated at any time at the option of the Manager.

The above table summarizes the aggregate expenses of the Fund and the Master Fund and is intended to assist Members and potential Members in understanding the various costs and expenses that they will bear, directly or indirectly, by investing in the Fund.

For a more complete description of the various fees and expenses of the Fund and the Master Fund, see “Fund Expenses,” “Management Fee,” “Incentive Fee,” “Administrator” and “Subscriptions for Interests.”

Example

The following example is based on the fees and expenses set forth above. The example should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown, and the Fund’s actual rate of return may be more or less than the hypothetical 5% return assumed in the example. The Fund

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cannot provide assurance that it will achieve a 5% return, or any return, on its investments. A greater rate of return than that used in the example would increase the amount of certain fees and expenses borne by the Fund. If the Benchmark Return exceeds 5%, the dollar amount of expenses (which for purposes of the example is assumed to include the Incentive Fee) could be significantly higher because of the Incentive Fee. See “Incentive Fee” for a more complete discussion of the Incentive Fee.

You would pay the following fees and expenses on a $1,000 investment, assuming a 5% net annual return:

1 year(1)	3 years		5 years		10 years
$140	$	340	$	516	$	869

(1) Includes a sales load of $30 which may be imposed on new and additional subscriptions.

FINANCIAL HIGHLIGHTS

The table below sets forth selected financial information that has been derived from the Fund’s financial statements which have been audited by Deloitte & Touche LLP, the Fund’s independent registered public accounting firm, whose report, along with the most recent audited financial statements, is incorporated herein by reference. The information should be read in conjunction with those financial statements and notes thereto, which are incorporated herein by reference, in the Fund’s Annual Report. A free copy of the Fund’s Annual Report may be obtained by calling 1-800-239-0418.

	For the Fiscal Year Ended March 31, 2010			For the Fiscal Year Ended March 31, 2009			For the Fiscal Year Ended March 31, 2008			For the Fiscal Year Ended March 31, 2007*
Net asset value, beginning of period	$	3,733,236		$	4,466,574		$	2,824,695		$	0
Net investment income		(112,947	)		(100,594	)		(96,095	)		(49,628	)
Net gains or losses on securities (both realized and unrealized)		608,524			(732,744	)		152,974			157,823
Total from investment operations		495,577			(833,338	)		56,879			108,195
Net asset value, end of period	$	2,628,813		$	3,733,236		$	4,466,574		$	2,824,695
Total return(1):		13.29	%		(18.68	)%		3.01	%		3.85	%
Incentive Fee		(0.09	)%		(0.00	)%		(0.00	)%		(0.35	)%
Total return after incentive fee(1):		13.20	%		(18.68	)%		3.01	%		3.50	%
Members’ capital, end of year (000’s)	$	2,629		$	3,733		$	4,467		$	2,825
Ratios to average net assets:
Net investment loss ratio,
Before waivers and reimbursements		(6.33	)%		(5.45	)%		(5.70	)%		(10.16	)%(3)
Net of waivers and reimbursements		(2.81	)%		(2.42	)%		(2.40	)%		(3.59	)%(3)
Expense ratio before incentive fee,
before waivers and reimbursement(2)		6.27	%		5.55	%		5.77	%		9.56	%(3)
net of waivers and reimbursement(2)		2.74	%		2.52	%		2.47	%		2.99	%(3)
Expense ratio before incentive fee, net of waivers and reimbursements (2)		2.74	%		2.52	%		2.47	%		2.99	%(3)
Incentive fee (2)		0.09	%		0.00	%		0.00	%		0.51	%(4)
Expense ratio after incentive fee, net of waivers and reimbursements		2.83	%		2.52	%		2.47	%		3.50	%(3)
Portfolio turnover (5)		24.52	%(5)		11.39	%(5)		14.22	%		35.12	%

* The Fund was capitalized on May 10, 2006 and commenced investment operations on July 1, 2006.

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(1) Total return is calculated for all members taken as a whole. A member’s return may vary from these returns based on the timing of capital transactions. Total return is calculated for the period indicated. The total return does not reflect sales load.

(2) Does not include expenses of the Investment Funds in which the Master Fund invests. The expense ratio and incentive fee ratio are calculated for all members taken as a whole. The computation of such ratios based on the amount of expenses and incentive fee assessed to a member’s capital may vary from these ratios based on the timing of capital transactions. The waivers/reimbursements consist of voluntary payments made by the Manager.

(3) Annualized.

(4) Not annualized.

(5) Portfolio turnover represents the Master Fund’s portfolio turnover and is calculated for the period indicated.

USE OF PROCEEDS

Proceeds of the sale of Interests, excluding the amount of any sales loads paid by investors and net of the Fund’s ongoing fees and expenses, are invested by the Fund in the Offshore Fund, and then by the Offshore Fund in the Master Fund, no later than the business day following the acceptance by the Fund of the proceeds as a contribution to the capital of the Fund. The Master Fund will invest such proceeds as soon as practicable after each subscription date, in accordance with the Fund’s and the Master Fund’s investment objective and strategies and consistent with market conditions and the availability of suitable investments. See “Types of Investments and Related Risks—Risks of Fund of Hedge Funds Structure—Inability to Invest in Investment Funds” for a discussion of certain limitations applicable to the Master Fund’s ability to make investments in Investment Funds. See also “Other Risks—Availability of Investment Opportunities” for a discussion of the timing of Investment Funds’ subscription activities, market conditions and other considerations relevant to the timing of Master Fund’s investments generally.

Pending investment by the Master Fund in Investment Funds pursuant to the Fund’s, the Offshore Fund’s and the Master Fund’s investment objective and strategies, the Master Fund may invest temporarily some or all of those proceeds in high-quality fixed income securities, money market instruments, money market funds, repurchase agreements or cash and cash equivalents. Although the Master Fund will invest proceeds in accordance with the Master Fund’s investment objective as soon as practicable, consistent with market conditions and the availability of suitable investments, there are no limitations on the length of time during which the Master Fund may make temporary investments. The Master Fund will pay the full amount of the Management Fee and the Fund will pay the full amount of any Incentive Fee even while the Master Fund’s assets are invested only in temporary investments.

The Fund, the Offshore Fund and the Master Fund may maintain a portion of the proceeds in cash to meet operational needs. The Master Fund may be prevented from achieving its objective during any time in which the Master Fund’s assets are not substantially invested in accordance with its principal investment strategies. A portion of the proceeds may also be used to pay down outstanding borrowings which the Master Fund may incur, from time to time, in connection with its investment activities, for temporary cash management purposes, to meet repurchase requests or for temporary or emergency purposes, as described under “Types of Investments and Related Risks—Types of Investments, Investment Strategies and Related Risks—Borrowing.”

THE FUND’S STRUCTURE

The Fund is registered under the 1940 Act as a closed-end, non-diversified management investment company. The Fund was organized as a limited liability company under the laws of Delaware on August 4, 2005. The Fund’s principal office is located at c/o PNC Capital Advisors, LLC, Two Hopkins Plaza, Baltimore, Maryland 21201.

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The Fund invests substantially all of its investable assets into the Offshore Fund, a Cayman Islands limited duration company with the same investment objective as the Fund. The Offshore Fund, in turn, invests substantially all of its investable assets in the Master Fund.

The Master Fund is a separate registered, closed-end, non-diversified management investment company with the same investment objective as the Fund and the Offshore Fund. The Master Fund was organized as a limited liability company under the laws of Delaware on August 4, 2005. The Master Fund is a “fund of hedge funds” that provides a means for investors to participate in investment funds that pursue a variety of alternative investment strategies.

The multi-level master-feeder structure, in which the Fund invests in the Master Fund through the Offshore Fund, is intended to achieve certain economies of scale for the Fund and a broader diversification of the Investment Fund portfolio from increased capital inflows into the Master Fund through investments by additional feeder funds. Notwithstanding the opportunity for greater diversification, the Fund and the Master Fund are “non-diversified” investment companies for purposes of the 1940 Act, which means that they are not subject to limitations under the 1940 Act on the percentage of their assets that may be invested in the securities of any one issuer. See “Types of Investments and Related Risks—General.”

There is no assurance that the economies of scale or diversification will be achieved. However, it is expected that, over time, the fees and expenses of the Fund as part of the multi-level master-feeder structure will be substantially the same as or less than if the Fund invested in the Master Fund directly, or invested directly into Investment Funds.

The Fund may redeem all or a portion of its shares in the Offshore Fund and thereby withdraw from the Master Fund, if the Board determines that it is in the best interest of the Fund to do so. If the Fund so withdraws, the Board will consider what action might be taken, including investing the assets in the Fund, through the Offshore Fund, into a pooled investment entity other than the Master Fund, or retaining an investment adviser to invest the Fund’s assets directly in accordance with its investment objectives. A withdrawal of the Fund’s assets from the Master Fund may affect the Fund’s investment performance.

The Offshore Fund is not registered under the 1940 Act, nor are its securities registered under the Securities Act. The Offshore Fund will serve as a conduit entity through which the Fund will invest in the Master Fund, and the Offshore Fund has no investment or other discretion over its assets. Because the Offshore Fund will be treated as a corporation for U.S. federal income tax purposes, an investment in the Fund should not give rise to UBTI for a Member, provided that the Member does not borrow to finance its investment in the Fund.

The Offshore Fund is organized under the laws of the Cayman Islands as a limited duration company. Such an entity is exempt from the licensing and ownership requirements applicable to companies established in the Cayman Islands which conduct business domestically and, as such, may carry on activities in the Cayman Islands only in furtherance of its overseas (non-Cayman Islands) activities. The Offshore Fund has a duration of thirty years, as required by Cayman Islands law, and has two members: the Fund, which serves as the managing member and holds all of the voting shares in the Offshore Fund, and the Manager, which holds only a nominal non-voting interest in the Offshore Fund. The articles of association of the Offshore Fund grant the Fund complete and exclusive authority to manage and control the business and affairs of the Offshore Fund. Because the Fund controls all day-to-day management responsibilities of the Offshore Fund, the decisions of the Offshore Fund are effectively controlled by the Fund’s Board.

As a limited duration company organized in the Cayman Islands, the Offshore Fund offers limited liability to its members. Under Cayman Islands law, the liability of the Fund, in its capacity as a member of the Offshore Fund, is limited to the amount contributed, or agreed to be contributed, by the Fund to the capital of the Offshore Fund. In exceptional circumstances, a Cayman Islands court may ignore the separate legal personality of the Offshore Fund, including in the case of fraud, where the device of incorporation is used for an illegal or improper purpose, and where the Offshore Fund can be regarded as a mere agent of a member. As a result, the Fund, as the Offshore Fund’s sole voting member, would be directly liable, to the full extent of its assets, for the Offshore Fund’s liabilities.

As the Offshore Fund’s managing member, the Fund will perform a function equivalent to that of a board of directors in a U.S. corporation. Under Cayman Islands law, a managing member of a company may be liable for breaches of fiduciary duty owed to the company’s other members. As the Fund is also the sole voting member of the

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Offshore Fund, the possibility of a claim for a breach of fiduciary duty owed to the Offshore Fund’s members is limited. Such a claim could, however, be brought by PCA, the Offshore Fund’s only other member. As a managing member, the Fund also may be liable for breaches of fiduciary duty owed to the Offshore Fund’s third-party creditors, but only in exceptional circumstances where the Offshore Fund would be insolvent or nearly insolvent.

The Offshore Fund is not subject to regulation under the 1940 Act. However, because its management and operations are controlled by the Fund, which is subject to regulation under the 1940 Act, the lack of direct regulation of the Offshore Fund under the 1940 Act is not expected to create additional risks to the Fund or Members.

Persons deemed to be affiliated with the Offshore Fund are the Fund, PNC Absolute Return Fund LLC, the Master Fund, PCA and PNC and its affiliates.

The Fund is similar to a private investment fund in that, through its indirect investment in the Master Fund (through the Offshore Fund), it will be actively managed, and Interests will be sold in relatively large minimum denominations to high net worth individual and institutional investors. In addition, the Investment Managers of the Investment Funds and the Manager of the Master Fund are entitled to receive performance-based fees. The Fund will pay the Incentive Fee and will bear, indirectly, the performance-based fees of the Investment Managers. Unlike many private investment funds, however, the Fund, as a registered closed-end investment company, offers Interests without limiting the number of Eligible Investors that can participate in its investment program and may publicly promote the sale of Interests. The structure of the Fund is designed to permit sophisticated investors that have a high tolerance for investment risk to participate, through the Offshore Fund, in the Master Fund’s active investment program without making the more substantial minimum capital commitment that is required by many private investment funds and without subjecting the Fund to the limitations on the number of investors and the manner of offering faced by many of those funds.

INVESTMENT PROGRAM

Investment Objective

The Fund’s, the Offshore Fund’s and the Master Fund’s investment objective is to seek capital appreciation.

The Fund intends to achieve its investment objective by investing substantially all of its investable assets in the Offshore Fund, which has the same investment objective as the Fund. The Offshore Fund will, in turn, invest substantially all of its investable assets in the Master Fund. The Master Fund intends to achieve its investment objective principally by investing in Investment Funds managed by third-party Investment Managers who employ a variety of alternative investment strategies. These investment strategies allow the Investment Managers the flexibility to leverage, sell short and hedge positions to take advantage of perceived inefficiencies across the global capital markets, and are referred to as “alternative investment strategies” in contrast to the investment programs of “traditional” registered investment companies, such as mutual funds. Traditionally, investment companies have generally been characterized by long-only investment strategies with limits on the use of leverage. Because Investment Funds following alternative investment strategies (whether hedged or not) are often described as “hedge funds,” the Master Fund’s investment program can be broadly referred to as a fund of hedge funds.

The assets of the Fund will consist only of securities issued by the Offshore Fund and cash, and the assets of the Offshore Fund will consist only of securities issued by the Master Fund and cash. The Offshore Fund may issue its securities to other funds that offer their shares to investors. Likewise, other offshore type funds may invest their assets in the Master Fund.

The Adviser may, pending investment of the Master Fund’s assets in Investment Funds or to maintain the liquidity necessary to meet repurchase requests or for operational needs, cause the Master Fund to hold cash or cash equivalents or invest temporarily in high-quality fixed income securities, money market instruments, money market funds and repurchase agreements. In addition, the Master Fund may make temporary investments and hold cash or cash equivalents in anticipation of, or in response to, adverse market or other conditions, or atypical circumstances such as unusually large cash inflows.

The Master Fund’s policy to invest in Investment Funds is not a fundamental investment policy. The Master Fund may change this investment policy upon not less than 60 days’ prior written notice to Members.

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The Master Fund intends to invest in a portfolio of Investment Funds, each of which typically invests in one or more absolute return strategies that tend to exhibit substantially lower volatility (as measured by standard deviation) than the average common stock trading on a U.S. exchange or an index of stocks, such as the S&P 500. Additionally, many of these Investment Funds have historically shown relatively low (in some cases negative) correlation to each other, as well as low to negative correlation to broad equity and bond indices. Therefore, a fund of hedge funds, such as the Master Fund, focusing on the absolute return sector seeks to generate positive absolute returns over a market cycle with relatively low volatility.

Investment Philosophy

The Master Fund’s investment process involves a top-down approach to assess the financial climate of each of the strategies under consideration. The Adviser allocates the Master Fund’s capital first by strategy and then by Investment Manager in order to meet the Master Fund’s investment objective.

The Adviser believes that the Master Fund’s strategy of investing primarily in Investment Funds that utilize alternative investment strategies creates opportunities to participate in alternative methods of investing that may earn attractive risk-adjusted returns. These private, unregistered funds generally are not subject to regulatory restrictions and limitations on the use of leverage and the ability to sell securities short.

Because alternative investment strategies may be risky, the Adviser believes it is prudent for the Master Fund generally to invest through Investment Funds organized as limited partnerships or other limited liability investment vehicles. This structure limits the effect that losses incurred by any one Investment Fund will have on the assets of the Master Fund by limiting the Master Fund’s amount at risk to the amount invested in that Investment Fund.

The Master Fund intends to invest its capital among several Investment Managers, forming a multi-strategy, diversified investment portfolio designed to achieve non-market directional returns with low volatility. The Adviser allocates the Master Fund’s capital among various Investment Managers that utilize alternative investment strategies. The Adviser seeks to form a portfolio that has low correlation to the broad equity and fixed income markets. Generally, the Investment Managers’ investment methods may include, but are not limited to, convertible arbitrage, fixed income arbitrage, hedged equity, long/short equity, managed futures and credit-based, event-driven and global macro investing. For a more detailed summary of these strategies, see “Types of Investments and Related Risks—Investment Strategies and Related Risks.”

The Adviser and its affiliates have extensive experience and expertise with alternative investment strategies and Investment Managers and have evaluated numerous Investment Funds representing many categories of alternative investments and utilizing various investment strategies. They also have extensive experience in directly managing alternative investment strategies. The Adviser believes that this combination of evaluation expertise and direct investment experience enables it to understand the opportunities and risks associated with investing in the Investment Funds. For a more complete description of the experience of the personnel of the Adviser who are responsible for the day-to-day management of the Master Fund’s portfolio. See “The Adviser.”

Investment Manager Selection

After identifying successful Investment Managers in a chosen investment strategy, the Adviser thoroughly evaluates each Investment Manager. The Adviser has developed strict criteria for evaluating, selecting and monitoring Investment Managers. The Adviser’s extensive evaluation process targets primarily those Investment Managers who successfully meet the following criteria:

Clearly-Defined Investment Strategy and Process. After the Adviser determines that a specific strategy will help meet the Master Fund’s investment objective under the current economic conditions, it targets Investment Managers that utilize that specific investment strategy. The Adviser gives priority to a clearly-defined strategy and process.

Superior Long-Term Investment Experience. The Adviser seeks Investment Managers who have a history of solid performance. Investment Managers who have demonstrated the ability to generate consistent returns across different economic climates will receive a higher evaluation than Investment Managers who have produced superior returns in one market environment. The Adviser also conducts a statistical analysis of an Investment Fund’s performance and evaluates the growth potential and size of such Investment Fund.

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Alignment of Interests. The Adviser reviews the Investment Managers’ risk management processes and the amount of personal capital that such Investment Managers invest in the entities they operate. Such a review helps determine whether the Investment Managers have appropriate personal exposure for proper alignment of interests.

Once selected, the performance and strategy of each Investment Manager is continuously reviewed, and new Investment Managers are identified and considered on an ongoing basis. In addition, the allocation of the Master Fund’s capital among Investment Managers is constantly monitored and adjusted, based on performance results, partial results, changed economic conditions and other relevant factors.

The identity and number of Investment Managers may change over time. The Adviser may cause the Master Fund to withdraw from or invest in different Investment Funds without prior notice to or the consent of the Members. The Adviser reserves the right to alter or modify some or all of the Master Fund’s investments in Investment Funds in light of available investment opportunities, and to take advantage of changing market conditions, if the Adviser concludes that such alterations or modifications are consistent with the goal of achieving above-average returns to investors, subject to what the Adviser considers an acceptable level of risk and further subject to the limitations of the Master Fund’s investment restrictions. The ability of the Adviser to make withdrawals from Investment Funds may be limited because Investment Funds do not issue redeemable securities and their interests are generally illiquid. Consequently, a withdrawal from an Investment Fund may take several months or longer to complete. See “Types of Investments and Related Risks—Risks of Fund of Hedge Funds Structure—Investment Fund Interests Generally Illiquid; Lack of Liquidity of Master Fund.”

Portfolio Construction

The Adviser intends to limit the Master Fund’s investments in any one Investment Fund in the Master Fund’s portfolio to less than 5% of any class of voting securities and less than 25% of the total equity (including subordinated debt) of such Investment Fund.

Investments by the Master Fund are subject to certain fundamental and non-fundamental restrictions and certain investment limitations imposed by the 1940 Act. See “Investment Policies and Restrictions.” For purposes of the Master Fund’s investment restrictions and its investment limitations under the 1940 Act, the Master Fund will not “look through” to the underlying investments of any Investment Funds in which the Master Fund invests, since such Investment Funds are generally not registered under the 1940 Act, and therefore are generally not subject to the Master Fund’s investment limitations or the other investment limitations under the 1940 Act.

Each of the Fund and the Master Fund has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act, as amended, and therefore is not subject to registration or regulation as a commodity pool under the Commodity Exchange Act.

Risk Management and Monitoring of Investments

As noted above, unregistered investment funds typically have greater flexibility than traditional registered investment companies as to the types of securities the unregistered funds hold, the types of trading strategies used, and, in some cases, the extent to which leverage is used. The Investment Managers selected by the Adviser have full discretion, without the Adviser’s input or any involvement by the Master Fund’s Board, to purchase and sell securities and other investments for their respective Investment Funds consistent with the relevant investment advisory agreements, limited liability company agreements or other governing documents of the Investment Funds. The Investment Funds are generally not limited in the markets in which they invest, either by location or type, such as U.S. or non-U.S., large capitalization or small capitalization, or the investment discipline that they may employ, such as value or growth or bottom-up or top-down analysis. These Investment Funds may invest and trade in a wide range of securities and other financial instruments and may pursue various investment strategies and techniques for both hedging and non-hedging purposes. The Investment Funds may invest and trade in all manner of assets and financial instruments. The Investment Funds may also sell securities short, purchase and sell option and futures contracts and enter into other Derivatives, subject to certain limitations described elsewhere in this prospectus. The use of one or more of these techniques may be an integral part of the investment program of an Investment Fund and involves certain risks. The Investment Funds may use leverage, which also entails risk. See “Types of Investments and Related Risks.”

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The Adviser monitors the risks of individual Investment Funds and the portfolio in the aggregate. The primary goal of this process with respect to individual Investment Funds is to determine the degree to which the Investment Funds are performing as expected and to gain early insight into factors that might call for an increase or decrease in the allocation of the Master Fund’s assets among those Investment Funds. With respect to aggregate portfolio monitoring, the Adviser will endeavor to monitor, to the best of its ability, the Master Fund’s aggregate exposures to various alternative investment strategies and to various aggregate risks.

The Adviser monitors the operation and performance of an Investment Fund as frequently as it believes is appropriate in light of the strategy followed by the Investment Manager and prevailing market conditions. The Adviser solicits such information from the Investment Manager and other sources, such as prime brokers, as it deems necessary to properly assess the relative success or failure of an Investment Fund. The Adviser conducts reviews with Investment Managers and the Adviser’s network and analyzes data, such as quality control charts. The Adviser may make periodic assessments of the degree to which multiple Investment Funds are making substantially similar trades, which might reduce the diversification of the Master Fund’s portfolio. The Adviser may monitor changes in leverage, personnel, market behavior, expenses, litigation, capital resources, economic conditions and other factors, as appropriate and to the extent the information is available to the Adviser.

Based on the Adviser’s assessment of factors such as (i) the degree to which the Investment Manager is pursuing an investment strategy consistent with its stated policy; (ii) whether and to what degree the focus, incentives and investment strategy of the Investment Manager have changed; and (iii) whether the investment strategy employed remains consistent with the objectives of the Master Fund, the Adviser may periodically adjust the Master Fund’s allocations among Investment Funds. However, the ability of the Adviser to make withdrawals from Investment Funds may be limited because Investment Funds do not issue redeemable securities and their interests are generally illiquid. Consequently, a withdrawal from an Investment Fund may take several months or longer to complete. See “Types of Investments and Related Risks—Risks of Fund of Hedge Funds Structure—Investment Fund Interests Generally Illiquid; Lack of Liquidity of Master Fund.”

TYPES OF INVESTMENTS AND RELATED RISKS

General

The Fund’s investment program entails substantial risks. The Fund invests substantially all of its investable assets in the Master Fund (through the Offshore Fund) and will not invest directly in any investments other than the Offshore Fund. The value of the Fund’s net assets will fluctuate in response to fluctuations in the value of the Investment Funds in which the Master Fund invests. The investments of the Investment Funds are subject to special risks. This section discusses the investments made by Investment Funds or that, where specifically stated, may be made directly by the Master Fund, and the principal risks that the Adviser and the Manager believe are associated with those investments. The impact of a particular risk on an Investment Fund will, in turn, have a corresponding impact on the Fund via its indirect investment in the Master Fund. The Fund has made every reasonable effort to include below disclosure about all the principal risks associated with an investment in the Fund. Nevertheless, such disclosure may not be exhaustive and may not include a discussion of every possible risk affecting an investment.

All securities investing and trading activities risk the loss of capital. Although the Adviser attempts to moderate these risks, no assurance can be given that the Master Fund’s investment activities will be successful or that Members will not suffer losses. To the extent that the portfolio of an Investment Fund is concentrated in securities of a single issuer or issuers in a single industry, the risk of any investment decision made by the Investment Manager of such Investment Fund is increased.

General economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, and national and international political circumstances may affect the success of the Fund’s and the Master Fund’s activities. These factors may affect the level and volatility of security prices and liquidity of the Master Fund’s investments. Unexpected volatility or lack of liquidity could impair the Fund’s profitability or result in its suffering losses.

The Fund and the Master Fund are “non-diversified” investment companies for purposes of the 1940 Act, which means that they are not subject to limitations under the 1940 Act on the percentage of their assets that may be invested in the securities of any one issuer. Also, there are no requirements under the 1940 Act that the investments

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of the Investment Funds be diversified. As a result, the Master Fund’s investment portfolio may be subject to greater risk and volatility than if the Master Fund were subject to the diversification requirements under the 1940 Act. Further, the Investment Funds may, in some cases, concentrate their investments in a single industry or group of related industries. Due to restrictions imposed by the BHC Act, the Adviser intends to limit the Master Fund’s investments in any one Investment Fund to less than 5% of any class of voting securities and less than 25% of the total equity (including subordinated debt) of such Investment Fund. See “Other Risks—Banking Regulation.”

Types of Investments, Investment Strategies and Related Risks

Investment Funds may utilize various types of investments and investment strategies, including those described below. Where specifically stated, the Adviser, on behalf of the Master Fund, may also utilize such investments and strategies. It is possible that an Investment Fund or the Master Fund may make an investment that is not described below, which would be subject to its own particular risks.

Equity Securities

Investment Funds may hold long and short positions in common stocks, preferred stocks and convertible securities of U.S. and non-U.S. issuers. Investment Funds also may invest in depositary receipts or shares relating to non-U.S. securities. See “Non-U.S. Securities.” Equity securities fluctuate in value, often based on factors unrelated to the fundamental economic condition of the issuer of the securities, including general economic and market conditions, and these fluctuations can be pronounced. Investment Funds may purchase securities in all available securities trading markets and may invest in equity securities without restriction as to market capitalization.

Common Stocks. Common stocks are shares of a corporation or other entity that entitle the holder to a pro rata share of the profits, if any, of the entity without preference over any other shareholder or claim of shareholders, after making required payments to holders of the entity’s preferred stock and other senior equity. Common stock usually carries with it the right to vote and frequently an exclusive right to do so.

Preferred Stocks. Preferred stock generally has a preference as to dividends and upon the event of liquidation, over an issuer’s common stock, but it ranks junior to debt securities in an issuer’s capital structure. Preferred stock generally pays dividends in cash (or additional shares of preferred stock) at a defined rate, but unlike interest payments on debt securities, preferred stock dividends continue to accrue, but are payable only if declared by the issuer’s board of directors. Dividends on preferred stock may be cumulative, meaning that, in the event the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on the issuer’s common stock until all unpaid preferred stock dividends have been paid. Preferred stock may also be subject to optional or mandatory redemption provisions.

Convertible Securities. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted into or exchanged for a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Convertible securities have unique investment characteristics, in that they generally (1) have higher yields than common stocks, but lower yields than comparable non-convertible securities, (2) are less subject to fluctuation in value than the underlying common stock due to their fixed income characteristics and (3) provide the potential for capital appreciation if the market price of the underlying common stock increases.

The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security’s worth, at market value, if converted into the underlying common stock). Changes in interest rates influence the investment value of a convertible security, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the convertible security’s investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. Generally, the conversion value decreases as the convertible security approaches maturity. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed income security.

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A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by an Investment Fund is called for redemption, the Investment Fund will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on an Investment Fund’s ability to achieve its investment objective, which, in turn, could result in losses to the Master Fund and the Fund.

Bonds and Other Fixed Income Securities

Investment Funds may invest in bonds and other fixed income securities, both U.S. and non-U.S., and may take short positions in these securities. Investment Funds will invest in these securities when they offer opportunities for capital appreciation (or capital depreciation in the case of short positions) and may also invest in these securities for temporary defensive purposes and to maintain liquidity. Fixed income securities include, among other securities: bonds, notes and debentures issued by U.S. and non-U.S. corporations; debt securities issued or guaranteed by the U.S. Government or one of its agencies or instrumentalities (“U.S. Government securities”) or by a non-U.S. government; municipal securities; and mortgage-backed and asset backed securities. These securities may pay fixed, variable or floating rates of interest, and may include zero coupon obligations. Fixed income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility resulting from, among other things, interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (i.e., market risk).

U.S. Government securities in which the Investment Funds may invest include, but are not limited to, direct U.S. Treasury bonds, notes and bills, as well as the obligations of the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business Administration, Government National Mortgage Association, Federal National Mortgage Association, Federal Financing Bank, General Services Administration, Student Loan Marketing Association, Central Bank for Cooperatives, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal Intermediate Credit Banks, Federal Land Banks, Federal Farm Credit Banks and Maritime Administration. Obligations of certain U.S. Government agencies and instrumentalities are supported by the full faith and credit of the U.S. Treasury; others are supported by the issuer’s right to borrow from the Treasury; others are supported by the discretionary authority of the U.S. Government to purchase the issuer’s obligations; still others are backed solely by the issuer’s credit. The U.S. Government may not provide support to a U.S. Government-sponsored issuer unless it is required to do so by law. The Adviser does not expect that the Investment Funds will invest in U.S. Government securities to a significant extent on a routine basis.

Investment Funds may invest in both investment grade and non-investment grade debt securities (commonly referred to as junk bonds). Non-investment grade debt securities in the lowest rating categories may involve a substantial risk of default or may be in default. Adverse changes in economic conditions or developments regarding the individual issuer are more likely to cause price volatility and weaken the capacity of the issuers of non-investment grade debt securities to make principal and interest payments than issuers of higher-grade debt securities. An economic downturn affecting an issuer of non-investment grade debt securities may result in an increased incidence of default. In addition, the market for lower grade debt securities may be thinner and less active than for higher-grade debt securities.

Mortgage-Backed Securities

Investment Funds may invest in mortgage-backed securities. The investment characteristics of mortgage-backed securities differ from traditional debt securities. Among the major differences are that interest and principal payments on mortgage-backed securities are made more frequently, usually monthly, and that principal may be prepaid at any time because the underlying loans or other assets generally may be prepaid at any time. The adverse effects of prepayments may indirectly affect the Master Fund and, therefore, the Fund in two ways. First, particular investments may experience outright losses, as in the case of an interest-only security in an environment of faster than expected actual or anticipated prepayments. Second, particular investments may underperform relative to hedges that the Investment Funds may have entered into for these investments, resulting in a loss to the Investment Fund. In particular, prepayments (at par) may limit the potential upside of many mortgage-backed securities to their principal or par amounts, whereas their corresponding hedges often have the potential for large losses.

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Investment Funds may also invest in structured notes, variable rate mortgage-backed securities, including adjustable-rate mortgage securities, which are backed by mortgages with variable rates, and certain classes of collateralized mortgage obligation derivatives, the rate of interest payable under which varies with a designated rate or index. The value of these investments is closely tied to the absolute levels of such rates or indices, or the market’s perception of anticipated changes in those rates or indices. This introduces additional risk factors related to the movements in specific indices or interest rates that may be difficult or impossible to hedge, and which also interact in a complex fashion with prepayment risks.

Non-U.S. Securities

Investment Funds may invest in securities of non-U.S. issuers and in depositary receipts or shares (of both a sponsored and non-sponsored nature), such as American Depositary Receipts, American Depositary Shares, Global Depositary Receipts or Global Depositary Shares, which represent indirect interests in securities of non-U.S. issuers. Sponsored depositary receipts are typically created jointly by a foreign private issuer and a depositary. Non-sponsored depositary receipts are created without the active participation of the foreign private issuer of the deposited securities. As a result, non-sponsored depositary receipts may be riskier than depositary receipts of a sponsored nature. Non-U.S. securities in which Investment Funds may invest may be listed on non-U.S. securities exchanges or traded in non-U.S. over-the-counter markets. Investments in non-U.S. securities are subject to risks generally not present in the United States. These risks include: varying custody, brokerage and settlement practices; difficulty in pricing of securities; less public information about issuers of non-U.S. securities; less governmental regulation and supervision over the issuance and trading of securities than in the United States; the lack of availability of financial information regarding a non-U.S. issuer or the difficulty of interpreting financial information prepared under non-U.S. accounting standards; less liquidity and more volatility in non-U.S. securities markets; the possibility of expropriation or nationalization; the imposition of withholding and other taxes; adverse political, social or diplomatic developments; limitations on the movement of funds or other assets between different countries; difficulties in invoking legal process abroad and enforcing contractual obligations; and the difficulty of assessing economic trends in non-U.S. countries. Moreover, governmental issuers of non-U.S. securities may be unwilling to repay principal and interest due, and may require that the conditions for payment be renegotiated. Investment in non-U.S. countries typically also involves higher brokerage and custodial expenses than does investment in U.S. securities.

Other risks of investing in non-U.S. securities include changes in currency exchange rates (in the case of securities that are not denominated in U.S. dollars) and currency exchange control regulations or other non-U.S. or U.S. laws or restrictions, or devaluations of non-U.S. currencies. A decline in the exchange rate would reduce the value of certain Investment Funds’ non-U.S. currency denominated portfolio securities irrespective of the performance of the underlying investment. An Investment Fund may also incur costs in connection with conversion between various currencies.

The risks associated with investing in non-U.S. securities may be greater with respect to those issued by companies located in emerging industrialized or less developed countries. Risks particularly relevant to emerging markets may include higher dependence on exports and the corresponding importance of international trade, greater risk of inflation, greater controls on foreign investment and limitations on repatriation of invested capital, increased likelihood of governmental involvement in and control over the economies, governmental decisions to cease support of economic reform programs or to impose centrally planned economies, and less developed corporate laws regarding fiduciary duties of officers and directors and protection of investors.

Forward Currency Exchange Contracts. An Investment Fund may enter into forward currency exchange contracts for hedging and non-hedging purposes in pursuing its investment objective. Forward currency exchange contracts are transactions involving an Investment Fund’s obligation to purchase or sell a specific currency at a future date at a specified price. Forward currency exchange contracts may be used by an Investment Fund for hedging purposes to protect against uncertainty in the level of future non-U.S. currency exchange rates, such as when an Investment Fund anticipates purchasing or selling a non-U.S. security. This technique would allow the Investment Fund to “lock in” the U.S. dollar price of the security. An Investment Fund may also use forward currency exchange contracts to attempt to protect the value of the Investment Fund’s existing holdings of non-U.S.

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securities. Imperfect correlation may exist, however, between an Investment Fund’s non-U.S. securities holdings and the forward currency exchange contracts entered into with respect to those holdings. An Investment Fund may use forward currency exchange contracts for non-hedging purposes in seeking to meet its investment objective, such as when the Investment Manager anticipates that particular non-U.S. currencies will appreciate or depreciate in value, even though the Investment Fund’s investment portfolio does not then hold securities denominated in those currencies.

Generally, Investment Funds are subject to no requirement that they hedge all or any portion of their exposure to non-U.S. currency risks, and there can be no assurance that hedging techniques will be successful if used.

Distressed Securities

Certain of the companies in whose securities the Investment Funds may invest may be in transition, out of favor, financially leveraged or troubled, or potentially troubled, and may be or have recently been involved in major strategic actions, restructurings, bankruptcy, reorganization or liquidation. These characteristics of these companies can cause their securities to be particularly risky, although they also may offer the potential for high returns. These companies’ securities may be considered speculative, and the ability of the companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within the companies. An Investment Fund’s investment in any instrument is subject to no minimum credit standard and a significant portion of the obligations and preferred stock in which an Investment Fund may invest may be less than investment grade (commonly referred to as junk bonds), which may result in the Master Fund’s experiencing greater risks than it would if investing in higher rated instruments.

Foreign Currency Transactions

Investment Funds may engage in foreign currency transactions for a variety of purposes, including to fix in U.S. dollars, between trade and settlement date, the value of a security an Investment Fund has agreed to buy or sell, or to hedge the U.S. dollar value of securities the Investment Fund already owns, particularly if the Investment Manager expects a decrease in the value of the currency in which the foreign security is denominated.

Foreign currency transactions may involve, for example, the purchase of foreign currencies for U.S. dollars or the maintenance of short positions in foreign currencies, which would involve an Investment Fund agreeing to exchange an amount of a currency it did not currently own for another currency at a future date in anticipation of a decline in the value of the currency sold relative to the currency the Investment Fund contracted to receive in the exchange. An Investment Manager’s success in these transactions will depend principally on its ability to predict accurately the future exchange rates between foreign currencies and the U.S. dollar.

Money Market Instruments

Each Investment Fund may invest, for defensive purposes or otherwise, some or all of an Investment Fund’s assets in high-quality fixed income securities, money market instruments and money market funds, or hold cash or cash equivalents in such amounts as the Investment Manager deems appropriate under the circumstances. The Master Fund also may invest in these instruments, pending the investment of assets in the Investment Funds or to maintain liquidity necessary to effect repurchase of Interests. Money market instruments are high-quality, short-term fixed income obligations, which generally have remaining maturities of one year or less, and may include U.S. Government securities, commercial paper, certificates of deposit and bankers’ acceptances issued by domestic branches of United States banks that are members of the Federal Deposit Insurance Corporation. A money market fund’s ability to maintain a $1.00 per share net asset value (“NAV”) at all times could be affected by a sharp rise in interest rates causing the value of a money market fund’s investments and its share price to drop, a drop in interest rates that reduces the money market fund’s yield or the downgrading or default of any of the money market fund’s holdings. The Securities and Exchange Commission (“SEC”) recently adopted amendments to its rules relating to money market funds. Among other changes, the amendments impose more stringent average maturity limits, higher credit quality standards and new liquidity requirements on money market funds. While these amendments are designed to further reduce the risks associated with investments in money market funds, they also may reduce a money market fund’s yield potential.

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Repurchase Agreements

The Master Fund may invest temporarily in repurchase agreements transactions. Repurchase agreements are transactions under which the buyer acquires ownership of securities, and the seller agrees, at the time of the sale, to repurchase the securities on a mutually agreed upon date and price thereby determining the yield during the holding period. If the seller of a repurchase agreement fails to repurchase the security in accordance with the terms of the agreement, the buyer may incur a loss to the extent that the proceeds it realizes on the sale of the security are less than the repurchase price. An Investment Fund may also engage in repurchase agreement transactions, including a “continuing contract” or “open” repurchase agreement under which the seller has a continuing obligation to repurchase the underlying obligation from the Investment Fund on demand and the effective interest rate is negotiated on a daily basis.

Reverse Repurchase Agreements

The Investment Funds may enter into reverse repurchase agreements. Reverse repurchase agreements involve a sale of a security by an Investment Fund to a bank or securities dealer and the Investment Fund’s simultaneous agreement to repurchase the security for a fixed price (reflecting a market rate of interest) on a specific date. These transactions involve a risk that the other party to a reverse repurchase agreement will be unable or unwilling to complete the transaction as scheduled, which may result in losses to the Investment Fund. Reverse repurchase agreements also involve the risk that the market value of the portfolio security sold by the Investment Fund may decline below the price of the securities the Investment Fund is obligated to purchase. Reverse repurchase transactions are a form of leverage that may also increase the volatility of an Investment Fund’s investment portfolio.

Initial Public Offerings

The Investment Funds may purchase securities of companies in initial public offerings or shortly after those offerings are complete. Special risks associated with these securities may include a limited number of shares available for trading, lack of a trading history, lack of investor knowledge of the issuer, and limited operating history. These factors may contribute to substantial price volatility for the shares of these companies. The limited number of shares available for trading in some initial public offerings may make it more difficult for an Investment Fund to buy or sell significant amounts of shares without an unfavorable effect on prevailing market prices. In addition, some companies in initial public offerings are involved in relatively new industries or lines of business, which investors may not widely understand. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of achieving revenues or operating income.

Small-Capitalization Issuers

Investment Funds may invest in small-capitalization companies. Investments in small-capitalization companies often involve significantly greater risks than the securities of larger, better-known companies because they may lack the management expertise, financial resources, product diversification and competitive strengths of larger companies. The prices of the securities of small-capitalization companies may be subject to more abrupt or erratic market movements than larger, more established companies, as these securities typically trade in lower volume and the issuers typically are more prone to changes in earnings and prospects. In addition, when selling large positions in small-capitalization securities, the seller may have to sell holdings at discounts from quoted prices or may have to make a series of small sales over a period of time.

Leverage

Some or all of the Investment Funds may make margin purchases of securities and, in connection with these purchases, borrow money from brokers and banks for investment purposes. This practice, which is known as “leverage,” is speculative and involves certain risks. The Adviser does not currently anticipate that the Master Fund will engage directly in transactions involving leverage to a significant extent. The Master Fund may, however, borrow money in connection with its investment activities, for temporary cash management purposes, to meet repurchase requests or for temporary or emergency purposes. See “—Borrowing.” Neither the Fund nor the Offshore Fund will leverage their investments. In general, the use of leverage by Investment Funds or the Master Fund may increase the volatility of the Investment Funds or the Master Fund.

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Trading equity securities on margin involves an initial cash requirement representing at least a percentage of the underlying security’s value. Borrowings to purchase equity securities are typically secured by the pledge of those securities. Investment Funds may also finance securities purchases through the use of reverse repurchase agreements with banks, brokers and other financial institutions. Although leverage will increase investment returns if an Investment Fund earns a greater return on the investments purchased with borrowed funds than it pays for the use of those funds, the use of leverage will decrease the return on an Investment Fund if the Investment Fund fails to earn as much on investments purchased with borrowed funds as it pays for the use of those funds. The use of leverage will in this way magnify the volatility of changes in the value of an investment in the Investment Funds. In the event that an Investment Fund’s equity or debt instruments decline in value, the Investment Fund could be subject to a “margin call” or “collateral call,” under which the Investment Fund must either deposit additional collateral with the lender or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden, precipitous drop in value of an Investment Fund’s assets, the Investment Fund might not be able to liquidate assets quickly enough to pay off its borrowing. Money borrowed for leveraging will be subject to interest costs that may or may not be recovered by return on the securities purchased. The Investment Fund may be required to maintain minimum average balances in connection with its borrowings or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate.

Section 18 of the 1940 Act requires a registered investment company to satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the investment company incurs the indebtedness (the “Asset Coverage Requirement”). This requirement means that the value of the investment company’s total indebtedness may not exceed one-third the value of its total assets (including the indebtedness). This limit does not apply to the majority of the underlying Investment Funds in which the Master Fund invests so the Master Fund’s portfolio may be exposed to the risk of highly leveraged investment programs of certain Investment Funds and thus increase the volatility of the value of Interests.

In seeking “leveraged” market exposure in certain investments and in attempting to increase overall returns, an Investment Fund may purchase options and other synthetic instruments that do not constitute “indebtedness” for purposes of the Asset Coverage Requirement. These instruments may nevertheless involve significant economic leverage and may, in some cases, involve significant risks of loss.

Short Sales

An Investment Fund may attempt to limit its exposure to a possible market decline in the value of its portfolio securities through short sales of securities that its Investment Manager believes possess volatility characteristics similar to those being hedged. An Investment Fund may also use short sales for non-hedging purposes to pursue its investment objectives if, in the Investment Manager’s view, the security is over-valued in relation to the issuer’s prospects for earnings growth. Short selling is speculative in nature and, in certain circumstances, can substantially increase the effect of adverse price movements on an Investment Fund’s portfolio. A short sale of a security involves the risk of an unlimited increase in the market price of the security that can in turn result in an inability to cover the short position and a theoretically unlimited loss. There can be no assurance that securities necessary to cover an Investment Fund’s short position will be available for purchase.

An Investment Fund may make “short sales against-the-box,” in which it will sell short securities it owns or has the right to obtain without payment of additional consideration. If an Investment Fund makes a short sale against-the-box, it will be required to set aside securities equivalent in kind and amount to the securities sold short (or securities convertible or exchangeable into those securities) and will be required to hold those securities while the short sale is outstanding. An Investment Fund will incur transaction costs, including interest expenses, in connection with initiating, maintaining and closing out short sales against-the-box.

Borrowing

The Fund will not borrow money for any purpose. The Master Fund may borrow money in connection with its investment activities, for temporary cash management purposes, to meet repurchase requests or for temporary or emergency purposes. The use of borrowings for investment purposes involves a high degree of risk. The Master Fund generally intends to borrow money only in limited circumstances when attractive investment opportunities are available and sufficient cash or other liquid resources are not otherwise available, or where the Adviser believes it

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would not be prudent to sell existing portfolio holdings. The Master Fund anticipates that such borrowing will be on a short-term basis and not substantial. The Master Fund will repay any borrowing incurred using the first available funds, including proceeds from withdrawals from Investment Funds or proceeds from the offering of Interests, in order to minimize the interest expense and other borrowing costs. If the Master Fund borrows to finance repurchases, interest on that borrowing will negatively affect Members who do not have all of their Interests repurchased by the Fund, by increasing the Master Fund’s expenses and reducing any net investment income.

The Master Fund is not permitted to borrow for any purposes if, immediately after such borrowing, it would fail to comply with the Asset Coverage Requirement under the 1940 Act. In addition, under Section 18 of the 1940 Act, the Master Fund may not declare distributions, or purchase its securities (including through repurchase offers) if, immediately after doing so, it would have an asset coverage of less than 300% of the total outstanding principal balance of indebtedness. Thus, the Master Fund must limit its borrowings and leverage practices to the extent necessary to permit the repurchase of securities pursuant to any offer by the Master Fund to repurchase interests, at such times and on such terms as may be determined by the Master Fund’s Board, in its sole discretion, without causing the Master Fund to have an asset coverage of less than 300%.

To the extent that the Master Fund borrows money in connection with its investment activities, the value of its net assets will tend to increase or decrease at a greater rate than if no borrowing occurred due to the resultant leverage. If the Master Fund’s investments decline in value, Members’ loss will be magnified if the Master Fund has borrowed money to make investments.

If the Master Fund does not generate sufficient cash flow from operations, it may not be able to repay borrowings, or the Master Fund may be forced to sell investments at disadvantageous times in order to repay borrowings. While borrowings are outstanding, the continued interest expense might adversely affect performance and may prevent the Master Fund from taking advantage of attractive investment opportunities. Performance could also be negatively impacted if the Master Fund was forced to sell investments to repay borrowings (including borrowings incurred to finance repurchases). Such sales could also increase the Master Fund’s portfolio turnover rate.

The rights of any lenders to the Master Fund to receive payments of interest or payments of principal will be senior to those of its members (including the Offshore Fund), and the terms of any borrowings may contain provisions that limit certain activities of the Master Fund, including distributions (if any) to its members. Interest payments and fees incurred in connection with borrowings will increase the Master Fund’s expense ratio and will reduce any income the Master Fund otherwise has available for distributions.

Investment Strategies and Related Risks

The Master Fund and the Fund are subject to Investment Fund strategy risk. Strategy risk refers to the failure or deterioration of investment or trading techniques employed within or across strategies, such that some or all Investment Managers employing such techniques may suffer significant losses. Losses associated with strategy risk may result from excessive concentration by multiple Investment Managers in the same or similar trading positions. Likewise, broad events or market dislocations, particularly those accompanied by illiquidity, may adversely affect a wide range of Investment Funds in certain strategies. Many of the trading or investment strategies employed by Investment Funds are speculative and involve substantial risks.

The Master Fund diversifies its holdings among broad categories of investment strategies utilized by Investment Managers, some of which are described below. These listed strategies are not intended to represent all of the Master Fund’s portfolio but to provide examples. The Master Fund may add, delete or modify categories of investment strategies at its discretion. There can be no assurance that the Investment Managers will succeed in any of these strategies.

Convertible/Capital Structure Arbitrage. Convertible arbitrage is designed to capitalize on the relationship between a convertible security (convertible bonds, convertible preferred stock and warrants) and its underlying equity security. A typical position will involve the purchase of the convertible security and the short sale of the underlying common stock. This hedged position can be constructed to take advantage of a bullish, neutral or bearish market outlook. Capital structure arbitrage attempts to profit from differentials within corporate bond, equity and derivatives markets.

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Credit-Based. This strategy aims to generate return via positions in the credit-sensitive sphere of the fixed income markets. The strategy generally involves the purchase of corporate bonds with hedging of the interest exposure. Investment Managers can generally purchase any type of security in the capital structure, including securities of companies suffering financial distress. These instruments can include a myriad of securities such as corporate bonds, mortgages, suppliers’ claims and bank loans. Credit and other derivatives are used to establish the portfolio and for hedging purposes. The portfolios in this strategy normally have low interest rate exposure. Leverage tends to be low to moderate.

Event-Driven. This strategy generally involves investments in securities of companies involved in mergers, acquisitions or other special situations that alter a company’s financial structure or operating strategy, such as restructuring, liquidations, spin-offs, etc. Risk management and hedging techniques are employed to protect the portfolio from transactions that fail to materialize. In addition, accurately forecasting the timing of a transaction is an important element impacting the realized return. The use of leverage varies considerably.

Fixed Income Arbitrage. Fixed income arbitrage is a strategy that seeks to profit by exploiting pricing inefficiencies between related fixed income securities while neutralizing exposure to interest rate risk. The term fixed income arbitrage is a generic description for a variety of strategies involving investment in fixed income instruments, whereby Investment Managers attempt to exploit relative mispricings between related sets of fixed income securities. Types of fixed income hedging trades include, but are not limited to, yield-curve arbitrage, corporate versus treasury yield spreads, municipal bond versus treasury yield spreads and cash versus futures.

Hedged Equity. Hedged equity includes strategies that invest in global equity markets, both long and short, with a strong focus on capital preservation and alpha generation. The strategies employed by Investment Managers in this portfolio can be driven by fundamental or quantitative security selection, both within sectors or across sectors, but without a significant beta exposure in the portfolio.

Long/Short Equity. The long/short equity strategy seeks to realize returns from a combination of equity value changes and direct movements in the stock markets. Returns are generated through active stock picking and control of the level of investment. The capital market dependence of the investments included in this group may at any time be net long or net short. While concentrations may arise in individual portfolios, minimum overlaps between the individual alternative investment strategies are desirable in order to achieve diversification. Borrowed capital may be used; however, the net market exposure should be less than 100% on average in both directions. The returns of this strategy are cyclical and increase as equity markets rise. Long/short equity Investment Managers may concentrate on specific sectors or show higher exposure levels than hedged equity Investment Managers, so that their return expectancy and volatility is higher. This strategy is more closely correlated with the stock markets than other strategies.

Global Macro. Under this strategy, positions are acquired in interest, currency, share and commodity markets on the basis of the Investment Manager’s assessment of the macroeconomic situation and the anticipated behavior of the market. Movements in these markets are determined by changes in the dynamics of the global economy, political events or by global supply and demand for commodities and capital. Investment Managers who employ this strategy use a large number of financial instruments within the market sectors, including securities, commodity futures, futures, options, swaps and other derivatives. Borrowed capital is employed to a moderate or high degree. The performance of portfolios that are managed according to this strategy is dependent on market trends, price movements and the relative strength of the global economy. In comparison with other strategies, global macro is characterized by higher return expectations and volatility. Its correlation with the stock markets is low.

Managed Futures. Under this strategy, Investment Managers trade on the global financial, currency and commodity markets using forward transactions, either on a systematic basis or at the free discretion of the Investment Managers. Futures contracts are bought and sold immediately or on a forward basis, according to the expectations of the Investment Managers as to price movements in the respective markets. Investment Managers who employ a systematic approach make their decisions on the basis of information (primarily of a technical or mathematical nature) specific to prices and markets, while Investment Managers who trade at their own discretion pursue a fundamental approach. This strategy involves an average to moderate degree of borrowing. Compared to other strategies, the managed futures strategy offers higher return expectations and volatility.

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Special Investment Instruments and Techniques

Investment Funds may utilize a variety of special investment instruments and techniques described below to hedge the portfolios of the Investment Funds against various risks, such as changes in interest rates or other factors that affect security values, or for non-hedging purposes in seeking to achieve an Investment Fund’s investment objective. The Adviser, on behalf of the Master Fund, may also use these special investment instruments and techniques for either hedging or non-hedging purposes. These strategies may be executed through Derivatives. The instruments used and the particular manner in which they are used may change over time as new instruments and techniques are developed or regulatory changes occur. Certain of these special investment instruments and techniques are speculative and involve a high degree of risk, particularly in the context of non-hedging transactions.

Derivatives. Investment Funds may invest in, or enter into, Derivatives. Derivatives can be volatile and involve various types and degrees of risk, depending upon the characteristics of a particular Derivative and the portfolio of the Investment Fund as a whole. Derivatives permit an Investment Manager to increase or decrease the level of risk of an investment portfolio, or change the character of the risk, to which an investment portfolio is exposed in much the same way as the Investment Manager can increase or decrease the level of risk, or change the character of the risk, of an investment portfolio by making investments in specific securities. Derivatives may entail investment exposures that are greater than their cost would suggest, meaning that a small investment in Derivatives could have a large potential effect on performance of an Investment Fund. The Investment Manager’s use of Derivatives may include total return swaps, options and futures designed to replicate the performance of a particular Investment Fund or to adjust market or risk exposure.

If an Investment Fund invests in Derivatives at inopportune times or incorrectly judges market conditions, the investments may lower the return of the Investment Fund or result in a loss. An Investment Fund also could experience losses if Derivatives are poorly correlated with its other investments, or if the Investment Fund is unable to liquidate the position because of an illiquid secondary market. The market for many Derivatives is, or suddenly can become, illiquid. Changes in liquidity may result in significant, rapid and unpredictable changes in the prices for Derivatives.

Options and Futures. Investment Funds may utilize options and futures contracts and so-called “synthetic” options or other Derivatives written by broker-dealers or other permissible financial intermediaries. Options transactions may be effected on securities exchanges or in the over-the-counter market. When options are purchased over-the-counter, the Investment Fund’s portfolio bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and, in such cases, the Investment Fund may have difficulty closing out its position. Over-the-counter options also may include options on baskets of specific securities.

Investment Funds may purchase call and put options on specific securities, and may write and sell covered or uncovered call and put options for hedging purposes in pursuing the investment objectives of the Investment Funds. A put option gives the purchaser of the option the right to sell, and obligates the writer to buy, the underlying security at a stated exercise price, typically at any time prior to the expiration of the option. A call option gives the purchaser of the option the right to buy, and obligates the writer to sell, the underlying security at a stated exercise price, typically at any time prior to the expiration of the option. A covered call option is a call option with respect to which the seller of the option owns the underlying security. The sale of such an option exposes the seller during the term of the option to possible loss of opportunity to realize appreciation in the market price of the underlying security or to possible continued holding of a security that might otherwise have been sold to protect against depreciation in the market price of the security. A covered put option is a put option with respect to which cash or liquid securities have been placed in a segregated account on the books of or with a custodian to fulfill the obligation undertaken. The sale of such an option exposes the seller during the term of the option to a decline in price of the underlying security while depriving the seller of the opportunity to invest the segregated assets.

Investment Funds may close out a position when writing options by purchasing an option on the same security with the same exercise price and expiration date as the option that it has previously written on the security. In such a case, the Investment Fund will realize a profit or loss if the amount paid to purchase an option is less or more than the amount received from the sale of the option.

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Investment Funds may enter into futures contracts in U.S. markets or on exchanges located outside the United States. Non-U.S. markets may offer advantages such as trading opportunities or arbitrage possibilities not available in the United States. Non-U.S. markets, however, may have greater risk potential than U.S. markets. For example, some non-U.S. exchanges are principal markets in which no common clearing facility exists and an investor may look only to the broker for performance of the contract. In addition, any profits realized could be eliminated by adverse changes in the exchange rate, and the Master Fund or an Investment Fund could incur losses as a result of those changes. Transactions on non-U.S. exchanges may include both commodities that are traded on U.S. exchanges and those that are not. Unlike trading on U.S. commodity exchanges, trading on non-U.S. commodity exchanges is not regulated by the U.S. Commodity Futures Trading Commission.

Engaging in transactions in futures contracts involves risk of loss to the Master Fund or the Investment Fund that could adversely affect the value of the Investment Fund’s and the Master Fund’s net assets. There can be no assurance that a liquid market will exist for any particular futures contract at any particular time. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified periods during the trading day. Futures contract prices could move to the limit for several consecutive trading days with little or no trading, preventing prompt liquidation of futures positions and potentially subjecting the Master Fund or the Investment Funds to substantial losses. Successful use of futures also is subject to the Adviser’s or an Investment Manager’s ability to predict correctly movements in the direction of the relevant market, and, to the extent the transaction is entered into for hedging purposes, to determine the appropriate correlation between the transaction being hedged and the price movements of the futures contract.

Positions of the SEC and its staff may require the Adviser or an Investment Manager to segregate permissible liquid assets in connection with their options and commodities transactions in an amount generally equal to the value of the underlying option or commodity. The segregation of these assets will have the effect of limiting the Adviser’s or the Investment Manager’s ability otherwise to invest those assets. While the Investment Funds may engage in transactions involving options and commodities, the Master Fund will not directly engage in, nor will it segregate assets in connection with, such transactions.

Call and Put Options on Securities Indices. Investment Funds may purchase and sell call and put options on stock indices listed on national securities exchanges or traded in the over-the-counter market for hedging purposes and non-hedging purposes in seeking to achieve the investment objectives of the Investment Funds. A stock index fluctuates with changes in the market values of the stocks included in the index. Successful use of options on stock indexes is subject to the Investment Manager’s ability to predict correctly movements in the direction of the stock market generally or of a particular industry or market segment, which requires different skills and techniques from those involved in predicting changes in the price of individual stocks.

Warrants and Rights. Investment Funds may invest in warrants and rights. Warrants and rights may be purchased separately or may be received as part of a unit or attached to securities purchased. Warrants are Derivatives that permit, but do not obligate, their holder to subscribe for other securities or commodities. Rights are similar to warrants, but normally have a shorter duration and are offered or distributed to shareholders of a company. Warrants and rights do not carry with them the right to dividends or voting rights with respect to the securities that they entitle the holder to purchase, and they do not represent any interest in the assets of the issuer. As a result, warrants and rights may be more speculative than certain other types of equity-like securities. In addition, the values of warrants and rights do not necessarily change with the values of the underlying securities or commodities and these instruments cease to have value if they are not exercised prior to their expiration dates.

Swap Agreements. Investment Funds may enter into equity, interest rate, index and currency rate swap agreements in order to obtain a particular return when it is desirable to do so, possibly at a lower cost than if the Investment Fund had invested directly in the asset that yielded the desired return. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than a year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional amount,” that is, the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular non-U.S. currency, or in a “basket” of securities representing a particular index.

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Most swap agreements entered into by an Investment Fund would require the calculation of the obligations of the parties to the agreements on a “net basis.” Consequently, current obligations (or rights) under a swap agreement generally will be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”). The risk of loss with respect to swaps is limited to the net amount of interest payments that the Investment Fund is contractually obligated to make. If the other party to a swap defaults, the Investment Fund’s risk of loss consists of the net amount of payments that the Investment Fund contractually is entitled to receive.

To achieve investment returns equivalent to those achieved by an Investment Manager in whose Investment Fund the Master Fund could not invest directly, perhaps because of its investment minimum or its unavailability for direct investment, the Master Fund may enter into swap agreements under which the Master Fund may agree, on a net basis, to pay a return based on a floating interest rate, and to receive the total return of the reference Investment Fund over a stated time period. The Master Fund may seek to achieve the same investment result through the use of other Derivatives in similar circumstances.

Lending Portfolio Securities. Investment Funds may lend their securities to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions. The Investment Fund remains entitled to payments in amounts equal to the interest, dividends or other distributions payable in respect of the loaned securities, which affords the Investment Fund an opportunity to earn interest on the amount of the loan and on the loaned securities’ collateral. The Investment Fund receives collateral for the loan consisting of cash, U.S. Government securities or irrevocable letters of credit that will be maintained at all times in an amount equal to at least 100% of the current market value of the loaned securities. The Investment Fund may experience loss if the institution with which the Investment Fund has engaged in a portfolio loan transaction breaches its agreement with the Investment Fund.

When-Issued and Forward Commitment Securities. Investments Funds may purchase securities on a “when-issued” basis and may purchase or sell securities on a “forward commitment” basis in order to hedge against anticipated changes in interest rates and prices. These transactions involve a commitment by an Investment Fund to purchase or sell securities at a future date (ordinarily one or two months later). The price of the underlying securities, which is generally expressed in terms of yield, is fixed at the time the commitment is made, but delivery and payment for the securities takes place at a later date. No income accrues on securities that have been purchased pursuant to a forward commitment or on a when-issued basis prior to delivery to the Investment Fund. When-issued securities and forward commitments may be sold prior to the settlement date. If an Investment Fund disposes of the right to acquire a when-issued security prior to its acquisition or disposes of its right to deliver or receive against a forward commitment, it may incur a gain or loss. The risk exists that securities purchased on a when-issued basis may not be delivered and that the purchaser of securities sold by an Investment Fund on a forward basis will not honor its purchase obligation. In such cases, an Investment Fund or the Master Fund may incur a loss.

Restricted and Illiquid Investments. Investment Funds may invest a portion of the value of their total assets in restricted securities and other investments that are illiquid. The Master Fund may likewise, without limitation, invest in such securities and investments. The Investment Funds in which the Master Fund invests will themselves generally be illiquid. See also “—Risks of Fund of Hedge Funds Structure—Investment Fund Interests Generally Illiquid; Lack of Liquidity of Master Fund.” Restricted securities are securities that may not be sold to the public without an effective registration statement under the Securities Act or that may be sold only in a privately negotiated transaction or pursuant to an exemption from registration.

When registration is required to sell a security, an Investment Fund may be obligated to pay all or part of the registration expenses, and a considerable period may elapse between the decision to sell and the time the Investment Fund may be permitted to sell a security under an effective registration statement. If adverse market conditions were to develop during this period, an Investment Fund might obtain a less favorable price than the price that prevailed when the Investment Fund decided to sell. Investment Funds may be unable to sell restricted and other illiquid securities at the most opportune times or at prices approximating the value at which they purchased the securities.

Counterparty Credit Risk. The markets in which the Investment Funds effect their transactions may be “over-the-counter” or “interdealer” markets. The participants in these markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange based” markets. To the extent an Investment Fund invests in swaps, Derivatives or synthetic instruments, or other over-the-counter transactions in these markets, the Investment

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Fund may take a credit risk with regard to parties with which it trades and also may bear the risk of settlement default. These risks may differ materially from those involved in exchange-traded transactions, which generally are characterized by clearing organization guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from these protections, which in turn may subject the Investment Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract or because of a credit or liquidity problem. Such “counterparty risk” is increased for contracts with longer maturities when events may intervene to prevent settlement. The ability of the Investment Funds to transact business with any one or any number of counterparties, the lack of any independent evaluation of the counterparties or their financial capabilities, and the absence of a regulated market to facilitate settlement, may increase the potential for losses by the Master Fund.

Control Positions. Investment Funds may take control positions in companies. The exercise of control over a company imposes additional risks of liability for environmental damage, product defects, failure to supervise and other types of liability related to business operations. In addition, the act of taking a control position, or seeking to take such a position, may itself subject an Investment Fund to litigation by parties interested in blocking it from taking that position. If those liabilities were to arise, or such litigation were to be resolved adverse to the Investment Funds, the investing Investment Funds likely would suffer losses on their investments.

Risks of Fund of Hedge Funds Structure

Following are the principal risks that relate to the fund of hedge funds investment approach:

Investment Funds Not Registered. The Investment Funds generally will not be registered as investment companies under the 1940 Act. The Master Fund, as an investor in these Investment Funds, will not have the benefit of the protections afforded by the 1940 Act to investors in registered investment companies.

Although the Adviser will receive information from each Investment Fund regarding its investment performance and investment strategy, the Adviser may have little or no means of independently verifying this information. An Investment Fund may use proprietary investment strategies that are not fully disclosed to the Adviser, which may involve risks under some market conditions that are not anticipated by the Adviser. The performance of the Master Fund and, therefore, the Fund, depends on the success of the Adviser in selecting Investment Funds for investment by the Master Fund and the allocation and reallocation of Master Fund assets among those funds.

Availability of Information. For the Fund and the Master Fund to complete their tax reporting requirements and for the Fund to provide an audited annual report to Members, they must receive timely information from the Investment Funds. An Investment Fund’s delay in providing this information could delay the Fund’s preparation of tax information for investors, which could require Members to seek extensions of the time to file their tax returns or could delay the preparation of the Fund’s annual report.

Multiple Levels of Fees and Expenses; Duplicative Transaction Costs. An investor in the Fund could invest directly in the Investment Funds if the Investment Fund’s eligibility conditions were met. By investing in the Investment Funds indirectly through the Fund as an investor in the Master Fund (through the Offshore Fund), an investor bears a portion of the Management Fee, the Incentive Fee, the Administrative Fee and other expenses at the Fund and the Master Fund level, and also indirectly bears a portion of the asset-based fees, performance-based fees and other expenses borne by the Master Fund as an investor in the Investment Funds. This layering of fees often occurs in master-feeder structures of this type.

Generally, asset-based fees payable to Investment Managers will range from 1% to 2.5% (annualized) of the net asset value of the Master Fund’s investment in the Investment Fund, and performance-based fees will generally range from 20% to 25% of the Master Fund’s share of the net profits earned by the Investment Fund. Each Investment Manager will receive any performance-based fees to which it is entitled irrespective of the performance of the other Investment Managers and the Master Fund generally. As a result, an Investment Manager with positive performance may receive compensation from the Investment Fund, and thus indirectly from the Fund and its Members, even if the Master Fund’s overall returns are negative.

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Investment Managers make investment decisions for the Investment Funds independently of each other so that, at any particular time, one Investment Fund may be purchasing shares of an issuer whose shares are being sold at the same time by another Investment Fund. Investing by Investment Funds in this manner will cause the Master Fund to indirectly incur certain transaction costs without accomplishing any net investment result.

Inability to Invest in Investment Funds. Because the Master Fund may make additional investments in or withdrawals from Investment Funds only at certain times according to limitations set out in the governing documents of the Investment Funds, the Master Fund from time to time may have to invest some of its assets temporarily in high-quality fixed income securities, money market instruments, money market funds or repurchase agreements, or hold cash or cash equivalents. During this time that the Master Fund’s assets are not invested in Investment Funds, that portion of the Master Fund’s assets will not be used to pursue the Master Fund’s investment objective. In addition, the Master Fund pays the full amount of the Management Fee and the Fund pays the full amount of any Incentive Fee even while the Master Fund’s assets are invested only in temporary investments.

Investment Fund Interests Generally Illiquid; Lack of Liquidity of Master Fund. The interests in the Investment Funds in which the Master Fund invests are generally illiquid and, consequently, the Master Fund may be illiquid. The Master Fund may make investments in, or withdrawals from, the Investment Funds only at certain times specified in the governing documents of the Investment Funds. The Master Fund typically is able to dispose of Investment Fund interests that it has purchased only on a periodic basis such as monthly, quarterly, semi-annually or over longer periods with specified advance notice requirements and, if adverse market conditions develop during any period in which the Master Fund is unable to sell Investment Fund interests, the Master Fund might obtain a less favorable price than that which prevailed when it decided to buy or sell. In addition, Investment Funds may impose certain restrictions on withdrawals, such as lock-ups, gates, or suspensions of withdrawal rights for an indefinite period of time in response to market turmoil or other adverse conditions (such as those experienced by many hedge funds since late 2008). During such periods the Master Fund may not withdraw all or part of its interest in the Investment Fund, or may withdraw only by paying a penalty.

Some of the Investment Funds may hold a portion of their investments, in particular investments that are illiquid, in so-called designated investments, side pockets or side cars. Side pockets are sub-funds within the Investment Funds that create a structure to invest in illiquid and/or hard to value securities and are valued independently from the general portfolio with distinct allocation, distribution and redemption terms. Side cars are separate legal entities created to similarly hold a portion of an Investment Fund’s assets in order to facilitate realization of value or liquidation of such assets. The liquidation of side pockets or side cars occurs over a much longer period than that applicable to the Investment Funds’ general portfolio. Were the Master Fund to seek to liquidate its investment in an Investment Fund which maintains some of its investments in a side pocket or side car, the Master Fund might not be able to fully liquidate its investment without delay, which could be considerable, during which time, the value of its investment would fluctuate. In addition, if an Investment Fund establishes a side pocket or side car prior to the Master Fund’s investing in the Investment Fund, it may not be exposed to the performance of the Investment Funds held in the side pocket or side car.

There may be times when the Adviser intends to withdraw all or a portion of the Master Fund’s investment in an Investment Fund but cannot immediately do so even when other investors in the Investment Fund are able to withdraw. The Fund may need to suspend or postpone repurchase offers to Members if the Master Fund is not able to dispose of Investment Fund interests in a timely manner, thus affecting negatively the Members’ liquidity.

In addition, as a result of delays in the Master Fund’s ability to withdraw from an Investment Fund, the Master Fund may need to borrow money to fund new investments in Investment Funds or to meet repurchase requests from the Fund. A portion of the proceeds of the offering of the Interests may be used to pay down any outstanding borrowing which the Master Fund may incur to fund new investments and for other purposes, as described under “Use of Proceeds.”

In-Kind Distributions by Investment Funds. Investment Funds may be permitted to distribute securities in kind to investors, including the Master Fund. The Master Fund expects that in the event of an in-kind distribution, it will typically receive securities that are illiquid or difficult to value. In such circumstances, the Adviser would seek to dispose of these securities in a manner that is in the best interest of the Master Fund. However, the Adviser may not be able to dispose of these securities at favorable prices or at all, which would have an adverse effect on the Master Fund’s performance, or at favorable times, which may adversely affect the Master Fund’s ability to make other investments.

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Valuation. Certain securities in which the Investment Funds invest may not have a readily ascertainable market price and will be valued by the Investment Managers. Although the Adviser will conduct a due diligence review of the valuation methodology utilized by the Investment Funds and will monitor all Investment Funds and compare their monthly results with those of peer hedge fund managers, the valuations provided by the Investment Managers generally will be conclusive with respect to the Master Fund. The Master Fund may, however, change such valuations if there is a clearly discernible reason not to trust their accuracy or there are other reasons to believe that such valuations do not reflect the fair value of the Investment Funds. For a detailed description of the valuation process and the Adviser’s due diligence, see “Capital Accounts and Allocations—Net Asset Valuation.” Reliance upon such valuations will occur even though an Investment Manager may face a conflict of interest in valuing the securities, as their value will affect the Investment Manager’s compensation.

The Adviser is required to consider all relevant information available at the time the Master Fund values its portfolio. However, in most cases, the Adviser will have limited ability to confirm independently the accuracy of the valuations received from an Investment Fund because the Adviser does not generally have access to all necessary financial and other information relating to the Investment Funds to determine independently the Investment Funds’ net asset values. The Fund will rely on the net asset value reported by the Master Fund in determining its own net asset value.

In addition, the net asset values or other valuation information received by the Adviser from the Investment Funds may be subject to revision through the end of each Investment Fund’s annual audit. Such adjustments or revisions, whether increasing or decreasing the net asset value of the Master Fund and, therefore, also the net asset value of the Fund, at the time they occur, because they relate to information available only at the time of the adjustment or revision, will not affect the amount of the repurchase proceeds of the Fund received by Members who had their Interests repurchased and received their repurchase proceeds prior to such adjustments.

Securities Believed to Be Undervalued or Incorrectly Valued. Securities that an Investment Manager believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the time frame the Investment Manager anticipates. As a result, the Master Fund may lose all or substantially all of its investment in an Investment Fund in any particular instance.

Dilution. If an Investment Manager limits the amount of capital that may be contributed to an Investment Fund from the Master Fund, or if the Master Fund declines to purchase additional interests in an Investment Fund, continued sales of interests in the Investment Fund to others may dilute the returns for the Master Fund from the Investment Fund.

Investments in Non-Voting Stock. The Master Fund may elect to hold its interest in an Investment Fund in non-voting form. Additionally, the Master Fund may choose to limit the amount of voting securities it holds in any particular Investment Fund and may, as a result, hold substantial amounts of non-voting securities in a particular Investment Fund. To the extent the Master Fund holds non-voting securities of an Investment Fund, it will not be able to vote on matters that require the approval of the investors in the Investment Fund. This restriction could diminish the influence of the Master Fund in an Investment Fund and adversely affect its investment in the Investment Fund, which could result in unpredictable and potentially adverse effects on the Fund and the Members.

Misconduct by Investment Managers. There is a risk of misconduct by Investment Managers. When the Adviser invests the Master Fund’s assets with an Investment Manager, the Master Fund does not have custody of the assets or control over their investment. Therefore, there is always the risk that the Investment Manager could divert or abscond with the assets, inaccurately or fraudulently report the Investment Fund’s value, fail to follow agreed upon investment strategies, provide false reports of operations, or engage in other misconduct. The Investment Managers with whom the Adviser invests the Master Fund’s assets are generally private and have not registered their securities or investment advisory operations under federal or state securities laws. This lack of registration, with the attendant lack of regulatory oversight, may enhance the risk of misconduct by the Investment Managers. There also is a risk that governmental or other authorities may take regulatory actions against Investment Managers, which may expose investors such as the Master Fund, which have placed assets with such Investment Managers, to losses.

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Custody Risk. Custody of the Master Fund’s assets will be held in accordance with the requirements of Section 17(f) of the 1940 Act and the rules thereunder, which require, among other things, that such assets be held by certain qualified banks or companies and in compliance with certain specified conditions. However, the Investment Funds are not required to, and may not, hold custody of their assets in accordance with those requirements. As a result, bankruptcy or fraud at institutions, such as brokerage firms or banks, or administrators, into whose custody those Investment Funds have placed their assets could impair the operational capabilities or the capital position of the Investment Funds and may, in turn, have an adverse impact on the Fund and the Master Fund.

Litigation and Enforcement Risk. Investment Managers might accumulate substantial positions in the securities of a specific company and engage in a proxy fight, become involved in litigation or attempt to gain control of a company. Under such circumstances, the Master Fund conceivably could be named as a defendant in a lawsuit or regulatory action. There have been a number of widely reported instances of violations of securities laws through the misuse of confidential information, diverting or absconding with Investment Fund assets, falsely reporting Investment Fund values and performance, and other violations of the securities laws. Such violations may result in substantial liabilities for damages caused to others, for the disgorgement of profits realized and for penalties. Investigations and enforcement proceedings are ongoing, and it is possible that the Investment Managers may be charged with involvement in such violations. If that were the case, the performance records of the Investment Managers would be misleading. Furthermore, if the entity in which the Master Fund invested engaged in such violations, the Master Fund could be exposed to losses.

Offshore Fund Not Registered. The Offshore Fund is not a registered investment company and will not be subject to the investor protections of the 1940 Act, nor are the Offshore Fund’s securities registered under the Securities Act. The Fund, by investing in the Offshore Fund, will not have the protections offered to investors in registered investment companies. The Fund, however, will control the Offshore Fund, making it unlikely that the Offshore Fund will take action contrary to the interests of Members.

Changes in United States and/or Cayman Islands Law. If there are changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the Offshore Fund, respectively, are organized, so as to result in the inability of the Fund and/or the Offshore Fund to operate as set forth in this prospectus, there may be a substantial effect on Members. For example, if Cayman Islands law changes such that the Offshore Fund must conduct business operations within the Cayman Islands, or pay taxes to the Cayman Islands, Members would likely suffer decreased investment returns. If Cayman Islands law, which requires a limit for a limited duration company’s existence of thirty years, were to change such that, at the end of thirty years, the Fund could not replace the Offshore Fund with another identical limited duration company, the structure of the Fund would be affected, potentially adversely. Such changes could also result in the inability of the Fund to operate on a going-forward basis, resulting in the Fund being liquidated.

Regulatory Change. The regulation of the U.S. and non-U.S. securities and futures markets and investment funds such as the Fund and the Master Fund has undergone substantial change in the recent years, and such change is expected to continue for the foreseeable future. For example, the regulatory and tax environment for Derivatives in which Investment Managers may participate is evolving, and changes in the regulation or taxation of Derivatives may materially adversely affect the value of the Derivatives held by the Investment Funds and the ability of the Investment Funds to pursue their trading strategies. Similarly, the regulatory environment for leveraged investors and for hedge funds generally is evolving. The effect of regulatory change on the Fund and the Master Fund, while impossible to predict, could be substantial and adverse.

The Fund relies on a position taken by the staff of the SEC with respect to a non-affiliated investment company allowing a structure whereby the Fund will invest in the Master Fund via the Offshore Fund. To the extent that the views of the SEC staff, which do not represent the views of the SEC itself, were to change, the structure of the Fund’s investment in the Master Fund could be adversely affected, possibly affecting the treatment of unrelated business taxable income.

Lack of Transparency. Investment Funds may, consistent with applicable law, not disclose the contents of their portfolios. This lack of transparency may cause the Master Fund to be unable to determine the levels of ownership in certain asset classes in the Investment Funds.

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OTHER RISKS

Investing in the Fund will involve risks other than those associated with investments made and investment strategies used by the Master Fund and the Investment Funds, including those described below:

Man-Glenwood Patent Application

Man-Glenwood Lexington TEI, LLC, or an affiliate thereof, a non-affiliated investment company, filed a patent application relating to a structure that interposes a Cayman Islands entity between a registered investment company and an underlying master fund. In the event that the patent application is granted and it is determined that the master-feeder structure of which the Fund forms a part infringes on the patent, the Fund’s Board of Directors may determine to have the Master Fund enter into a licensing agreement pursuant to which the master-feeder structure may continue to operate without infringing on the patent. Such a licensing agreement will likely impose additional costs, in the form of licensing fees and other costs, on the Master Fund, the Fund and the Members. If a mutually agreeable license cannot be negotiated, then the Fund’s Board of Directors will be required to determine how to modify the master-feeder structure in order to address any patent infringement, including, among others, (i) a complete liquidation of the master-feeder structure, including the Fund; (ii) a liquidation of the Fund and any related entity, while leaving the master-feeder structure of the Master Fund and any other feeder fund that invests in the Master Fund intact; (iii) the collapse of the master-feeder structure of the Fund and the Master Fund so that the Fund owns the Investment Funds directly; or (iv) the replacement of the Fund with a new master-feeder structure and the transfer of the Members (and the Fund’s assets attributable to Members) to the new structure. The Fund may bear costs and expenses of modifying the master-feeder structure, and incur losses that would, in turn, be borne by the Members. There can be no assurance that these costs, expenses and losses will not have a material adverse effect on the Fund and on the Members’ investment in the Fund.

Incentive Fee Arrangements

The performance-based fee paid to each Investment Manager and the Incentive Fee may create an incentive for the Investment Managers or the Adviser, who receive a portion of the Incentive Fee from the Manager, to make investments that are riskier or more speculative than those that might have been made in the absence of the performance-based fee or the Incentive Fee.

“Master-Feeder” Structure—Other Investors in the Master Fund

The Master Fund may accept investments from feeder funds in addition to the two feeder funds currently being offered. Since each feeder fund can set its own transaction minimums, feeder-specific expenses, and other conditions, one feeder fund could offer access to the Master Fund on more attractive terms, or could experience better performance, than another feeder fund. The actions of larger feeder funds may harm smaller feeder funds. To the extent that other feeder funds tender for a significant portion of their interests, the assets of the Master Fund portfolio may decrease. The resulting reduction in the Master Fund’s asset base could limit the ability of the Adviser to implement successfully the investment program of the Master Fund and could have a material adverse effect on the Fund. Furthermore, the resulting reduction in the Master Fund’s asset base could cause the Fund’s expense ratio to increase to the extent contributions to the Master Fund’s portfolio do not offset the cash outflows. Members will not receive notification of other feeder funds’ repurchase requests and, therefore, may not have the opportunity to redeem their Interests in the Fund prior to or at the same time as the feeder fund that is requesting to have its interests repurchased.

As of the date of this prospectus, an affiliate of the Manager, PNC Investment Corp., owns a substantial majority of the outstanding interests in another feeder fund that invests substantially all of its investable assets in the Master Fund. The affiliate is not required to maintain its investment in the feeder fund indefinitely, and the affiliate may tender all or a portion of its interest in the feeder fund for redemption or repurchase at any time. If the affiliate successfully tenders all or a portion of its interest in the feeder fund for redemption or repurchase, the resulting reduction in the Master Fund’s assets could limit the ability of the Adviser to implement successfully the investment program of the Master Fund and could have a material adverse effect on the Fund. Also, in the event of such a redemption or repurchase, the Master Fund might be reduced to too small a size for it to continue to operate efficiently. This could lead to a decision to liquidate the master-feeder structure, including the Fund.

Availability of Investment Opportunities

The business of identifying and structuring investments of the types contemplated by the Fund, the Offshore Fund and the Master Fund is competitive and involves a high degree of uncertainty. The availability of investment opportunities generally will be subject to various factors, including, but not limited to, the investment strategies of the Investment Funds available, the timing of such Investment Funds’ subscription and redemption activities relative to those of the Master Fund, liquidity concerns, as well as market conditions and the prevailing regulatory or political climate. However, the Manager and the Adviser will always act in good faith and make allocations fairly, given the relevant circumstances. No assurance can be given that the Master Fund will be able to identify and complete attractive investments in the future or that it will be able to invest fully its subscriptions. Similarly, identification of attractive investment opportunities by Investment Funds is difficult and involves a high degree of uncertainty. Even if an attractive investment opportunity is identified by an Investment Manager, an Investment

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Fund may not be permitted to take advantage of the opportunity to the fullest extent desired. Investment vehicles sponsored, managed or advised by the Manager, the Adviser and their affiliates may seek investment opportunities similar to those the Fund, the Offshore Fund and the Master Fund may be seeking, and none of these parties has an obligation to offer any opportunities it may identify to the Fund, the Offshore Fund and the Master Fund.

Inadequate Return; Potential Loss of Investment

No assurance can be given that the returns on the Fund’s investments will be commensurate with the risk of investment in the Fund. Investors should not commit money to the Fund unless they have the resources to sustain the loss of their entire investment in the Fund. No guarantee or representation is made that the Master Fund’s and the Investment Funds’ investment programs will be successful. Past performance is not indicative of future results.

Limited Liquidity; Repurchases of Interests; Transfer Limitations

The Fund is a closed-end, non-diversified, management investment company designed primarily for long-term investors. Investors should not invest in the Fund if they need a liquid investment. The Interests are considerably less liquid than shares of funds that trade on a stock exchange or shares of open-end investment companies. Interests in the Fund will not be traded on any securities exchange, are not expected to trade on any other market, and are subject to substantial restrictions on transferability and resale. There is no secondary trading market for the Interests and none is expected to develop. The transferability of Interests will be subject to certain restrictions contained in the LLC Agreement and may be affected by restrictions imposed under applicable securities laws. Subject to very limited exceptions, a Member will not be permitted to transfer an Interest without the written consent of the Board. The Board will consent to a transfer of an Interest only if it has determined, after consultation with counsel, that the transfer will not cause the Fund to be treated as a “publicly traded partnership” taxable as a corporation. The Interests are, therefore, not readily marketable. Because the Fund is a closed-end investment company, its Interests will not be redeemable at the option of Members, and they will not be exchangeable for interests of any other fund.

The Board, in its complete and absolute discretion, may cause the Fund to offer or make repurchase offers for outstanding Interests at their net asset value. In extreme cases, the Fund may not be able to complete repurchases if the Master Fund is unable to repurchase a portion of the Fund’s interest in the Master Fund, held through the Offshore Fund, due to the Master Fund’s holding of illiquid investments. There will be a substantial period of time between the date as of which Members must submit a request to have their Interests repurchased and the date they can expect to receive payment for their Interests from the Fund. Members that have Interests accepted for repurchase will bear the risk that the Fund’s net asset value may fluctuate significantly between the time that the Members submit their repurchase requests and the date as of which the Interests are valued for purposes of the repurchase. Further, repurchases of Interests, if any, may be suspended or postponed in the sole discretion of the Board.

Consequently, an investment in the Fund is suitable only for investors that can bear the risks associated with the limited liquidity of the Interests and the underlying investments of the Fund. See “Redemptions, Repurchases and Transfers of Interests.”

Reporting Requirements

Members who beneficially own Interests that constitute more than 5% or 10% of the Fund’s Interests will be subject to beneficial ownership reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder. These provisions include requirements to file certain reports with the SEC. The Fund has no obligation to file such reports on behalf of such Members or to notify Members that such reports are required to be made. Members who may be subject to these requirements should consult with their legal advisers.

Potential Significant Effect of the Performance of a Limited Number of Investments

The Adviser expects that the Master Fund generally will participate in multiple investments. The Master Fund may, however, make investments in a limited number of Investment Funds, and Investment Funds may make investments in a limited number of portfolio companies. In either instance, these limited number of investments may have a significant effect on the performance of the Master Fund and, therefore, the Fund.

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Banking Regulation

The BHC Act, together with the rules and regulations of the Board of Governors of the Federal Reserve System, currently impose certain restrictions on the ability of bank holding companies and their subsidiaries to own equity securities of certain issuers. The Manager, is a subsidiary of PNC, a financial holding company regulated by the Federal Reserve System under the BHC Act. As of June 30, 2010, PNC Investment Corp., an affiliate of PNC and the Manager, owned [        ]% of the Interests in the Fund and [        ]% of the interests in PNC Absolute Return Fund LLC, which is another feeder fund that invests in the Master Fund, and owned [        ]% of the Master Fund.

PNC intends to hold any indirect interest it may have in the Master Fund in reliance on the authority provided by Section 4(c)(7) of the BHC Act. Under Section 4(c)(7), a bank holding company may own up to 100% of the shares of an investment company that that is solely engaged in investing in securities and that itself does not own or control, directly or indirectly, more than 5% of the outstanding shares of any class of voting securities or 25% or more of the total equity (including subordinated debt) of any company. A “company” for this purpose would include any underlying Investment Fund, and therefore the Master Fund’s investments in each Investment Fund will be subject to these limitations.

Neither PNC nor the Manager expects that the restrictions imposed by the BHC Act will adversely impact the investment operations of the Fund or the Master Fund.

PNC as Lender to Issuers of Securities in which the Master Fund Invests

The Adviser will not cause the Master Fund to make loans to or receive loans from PNC or its affiliates. PNC or its affiliates may lend to issuers of securities that are owned by the Master Fund or that are owned by the Investment Funds, or to affiliates of those issuers, or may receive guarantees from the issuers of those securities. In making and administering such loans, PNC or its affiliates may take actions against those issuers, including, but not limited to, restructuring a loan, foreclosing on the loan, requiring additional collateral from an issuer, charging significant fees and interest to the issuer, placing the issuer in bankruptcy, or demanding payment on a loan guarantee, any of which may be contrary to the interests of the Master Fund. If that happens, the security issued by the borrower or the guarantor or the affiliate that is owned by the Master Fund or the Investment Funds may lose some or all of its value.

The Adviser will not cause the Master Fund to invest in an issuer of securities which the Adviser knows to have a lending relationship with PNC or its affiliates. However, neither PNC nor its affiliates provide the Adviser with access to information concerning PNC’s or its affiliates lending customers and, therefore, the Adviser may, in fact, without the Adviser’s knowledge, cause the Master Fund to invest in the securities of PNC’s or its affiliates lending clients.

LIMITS OF RISK DISCLOSURES

The above discussion of the various risks associated with the Fund, the Offshore Fund, the Master Fund and the Interests is not, and is not intended to be, a complete enumeration or explanation of the risks associated with an investment in the Fund. Prospective investors should read this entire prospectus and the LLC Agreement and consult with their own advisers before deciding whether to invest in the Fund. In addition, as the Fund’s investment program changes or develops over time, an investment in the Fund may be subject to risk factors not described in this prospectus.

In view of the risks noted above, the Fund should be considered a speculative investment, and investors should invest in the Fund only if they can sustain a complete loss of their investment. No guarantee or representation is made that the investment program of the Fund, the Offshore Fund, the Master Fund or any Investment Fund will be successful, that the various Investment Funds selected will produce positive returns or that the Fund will achieve their investment objective.

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INVESTMENT POLICIES AND RESTRICTIONS

The Fund’s, the Offshore Fund’s and the Master Fund’s investment objective is non-fundamental. The Fund’s and the Offshore Fund’s investment objective may be changed by the Board (also acting for the Offshore Fund) without Member approval. The Fund will give Members at least 60-days prior written notice of any such change. The Master Fund’s investment objective may be changed by the Master Fund’s Board without the approval of the Master Fund’s members. The Master Fund will give its members at least 60-days prior written notice of any such change.

The Fund has adopted certain fundamental investment restrictions, which are listed below, and changing these restrictions will require the vote of a majority of the Fund’s outstanding voting securities, as defined in Section 2 of the 1940 Act. Within the limits of the Fund’s fundamental policies, the Fund’s management has reserved freedom of action.

The Fund’s fundamental investment restrictions are as follows:

(1) The Fund will not invest 25% or more of the value of its total assets in the securities, other than U.S. Government securities or other cash equivalents, of issuers engaged in any single industry. For purposes of this restriction, the Fund’s investments in the Offshore Fund and the Master Fund and directly or indirectly in the Investment Funds, are not deemed to be an investment in a single industry.

(2) The Fund will not issue senior securities representing stock, except that, to the extent permitted by the 1940 Act, (a) the Fund may borrow money from banks, brokers and other lenders, to finance portfolio transactions and engage in other transactions involving the issuance by the Fund of “senior securities” representing indebtedness, (b) the Fund may borrow money from banks for cash management purposes, temporary or emergency purposes or to fulfill repurchase requests, and (c) the Fund may enter into derivative transactions, such as total return swaps or options in accordance with the 1940 Act and the interpretations of that Act.

(3) The Fund will not underwrite securities of other issuers, except insofar as the Fund may be deemed an underwriter under the Securities Act, in connection with the disposition of its portfolio securities.

(4) The Fund will not make loans of money or securities to other persons, except through purchasing fixed income securities, lending portfolio securities or entering into repurchase agreements in a manner consistent with the Fund’s investment policies.

(5) The Fund will not purchase or sell commodities or commodity contracts, nor will it sell futures or options on commodities.

(6) The Fund will not purchase, hold or deal in real estate, except that it may invest in securities that are secured by real estate or that are issued by companies or Investment Funds that invest or deal in real estate.

None of the Fund’s fundamental investment restrictions prevent the Fund from investing substantially all of its assets in the securities of another registered investment company (in a master-feeder structure) with the same investment objective as the Fund. The Fund presently invests substantially all of its investable assets in the Master Fund through the Offshore Fund, and each of the Offshore Fund and the Master Fund have the same investment objective as the Fund. The Offshore Fund and the Master Fund have adopted the same fundamental investment restrictions as the Fund; changing these restrictions will require the approval of a majority of the outstanding voting securities of the Offshore Fund and the Master Fund, respectively. If the Fund were to withdraw from the Offshore Fund and the Master Fund and invest its assets directly, the Fund’s fundamental investment restrictions would apply directly to the Fund’s investments (or any account consisting solely of Fund assets).

For purposes of the Fund’s policy regarding the underwriting of securities, the Fund will not make an in-kind distribution of the shares of the Offshore Fund to Members.

In addition, the Fund has adopted certain non-fundamental investment restrictions, which are listed below, and these restrictions may be changed by the Board without prior approval of Members.

(a) The Fund will not invest 25% or more of the value of its total assets in the securities, other than U.S. Government securities or other cash equivalents, of issuers engaged in any single industry or group of industries; provided, however, that the Fund will concentrate its investments, directly or through its investment in the Offshore Fund and the Master Fund, in Investment Funds managed pursuant to various alternative investment strategies, but will not invest 25% or more of the value of its total assets in Investment Funds that, in the aggregate, have investment programs that focus on investing in any single industry or group of industries. For purposes of this restriction, the Fund’s investments in the Offshore Fund and the Master Fund and, directly or indirectly in the Investment Funds, are not deemed to be an investment in a single industry or group of industries.

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(b) The Fund will not have on loan at any given time portfolio securities representing more than one-third of the Fund’s total net asset value.

(c) The Fund will not borrow money from brokers and lenders other than banks, nor will it borrow through reverse repurchase agreements. The Fund will not borrow from the Manager, the Adviser or their affiliates.

(d) As long as the Fund operates as a feeder fund within a master-feeder structure, the Fund will not leverage its investments or borrow money.

(e) As long as the Fund operates as a feeder fund within a master-feeder structure, the Fund will not engage in borrowing, lending, purchasing or selling commodities or commodity contracts, or purchasing or selling futures or options on commodities.

(f) As long as the Fund operates as a feeder fund within a master-feeder structure, the Fund will not make direct investments and will invest only in securities issued by a master fund with the same investment objective as the Fund.

The Offshore Fund has adopted the same non-fundamental investment restrictions as the Fund, and these restrictions may be changed by the Board (acting for the Offshore Fund) without prior approval of Members.

In addition, with the exception of the non-fundamental restrictions enumerated in (d), (e) and (f) above, the Master Fund has adopted the same non-fundamental investment restrictions as the Fund, and these restrictions may be changed by the Master Fund’s Board without prior approval of the Master Fund’s members.

The Fund’s, the Offshore Fund’s and the Master Fund’s fundamental and non-fundamental investment restrictions do not apply to the activities and transactions of the Investment Funds in which the assets of the Fund, the Offshore Fund and the Master Fund are invested. In applying the fundamental and non-fundamental investment restrictions and other policies described in this prospectus, the Fund, the Offshore Fund and the Master Fund will not aggregate their investments and transactions with those of the underlying Investment Funds. Therefore, with respect to Investment Funds, the Fund, the Offshore Fund and the Master Fund will not “look through” to the investments and transactions of the Investment Funds. The Adviser anticipates directly managing the assets of the Fund and the Master Fund only for temporary cash management purposes, or in the event of in-kind distributions from Investment Funds. In addition, if a percentage restriction or policy is met at the time of an investment or transaction, a later change in percentage resulting from a change in the values of investments or the value of the Fund’s total assets, unless otherwise stated in this prospectus, will not constitute a deviation from the restriction or policy.

Except as otherwise indicated, the Fund, the Offshore Fund and the Master Fund may change their investment objectives and any of their policies, restrictions, strategies, and techniques if the respective Board of Directors believes doing so is in the best interests of the Fund, the Offshore Fund, the Master Fund and the Members.

MANAGEMENT OF THE FUND

Board of Directors

The Board of Directors has overall responsibility for the oversight of the operations of the Fund and the Master Fund. Directors will not contribute to the capital of the Fund or the Master Fund in their capacity as Directors, but may subscribe for Interests as Members, subject to the eligibility requirements described in this prospectus. The Offshore Fund does not have a board of directors. The Offshore Fund has two members, the Fund and the Manager (which holds only a nominal, non-voting interest). The Fund is the managing member of the Offshore Fund, and the members have delegated day-to-day management and general oversight responsibilities of the Offshore Fund to the Fund. The Offshore Fund therefore is effectively controlled by the Board.

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Directors serve on the Board or the Master Fund’s Board for terms of indefinite duration. A Director’s position in that capacity will terminate if the Director is removed, resigns or is subject to various disabling events such as death, incapacity or bankruptcy. A Director may resign, subject to giving 90 days’ prior written notice to the other Directors if such resignation is likely to affect adversely the tax status of the Fund or the Master Fund. A Director may be removed by vote of two-thirds (2/3) of the Directors serving on the Board or the Master Fund’s Board, as applicable, not subject to the removal vote. In addition, a Director serving on the Board may be removed by a vote of Members holding not less than two-thirds (2/3) of the total number of votes eligible to be cast by all Members. In the event of any vacancy in the position of a Director, the remaining Directors serving on the Board or the Master Fund’s Board, as applicable, may appoint an individual to serve as a Director, so long as immediately after the appointment at least two-thirds (2/3) of the Directors then serving on the Board or the Master Fund’s Board, as applicable, would have been elected by the Members or the Master Fund’s members, as applicable. In addition, any vacancy in the position of Directors may be filled, if required by Section 16 of the 1940 Act which governs changes in the board of directors, by a plurality of the vote at a meeting of Members or the Master Fund’s members, as applicable, at which a quorum is present in person or by proxy. See also “Voting.” The Board or the Master Fund’s Board may call a meeting of Members or the Master Fund’s members, as applicable, to fill any vacancy in the position of a Director, and must do so within 60 days after any date on which Directors who were elected by Members or the Master Fund’s members, as applicable, cease to constitute a majority of the respective Board of Directors then serving.

Directors and Officers

The Manager supervises the management of the day-to-day operations of the Fund and the Master Fund subject to the supervision of the Board and the Master Fund’s Board, as applicable. The Manager, subject to approval by the Board and the Master Fund’s Board, as applicable, has the authority to appoint officers to assist in the day-to-day management of the Fund’s and the Master Fund’s operations.

All of the Directors of the Board and the Master Fund’s Board are not affiliated with the Manager or its affiliates and are not “interested persons” as defined under Section 2(a)(19) of the 1940 Act (the “Independent Directors”). The Directors and officers of the Fund and the Master Fund are also directors and officers of other investment companies managed, advised, administered or distributed by the Manager or its affiliates. The address of the Directors is c/o PNC Capital Advisors, LLC, Two Hopkins Plaza, Baltimore, MD 21201. A list of the Directors and officers of the Fund and the Master Fund and a brief statement of their present positions and principal occupations during the past five years are set out below.

Name, Age and Date of Birth	Position Held with Fund and Length of Time Served(1)	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex(2) Overseen by Director	Other Directorships Held by Director During Past 5 Years(3)
John R. Murphy – 76 Date of Birth: 1/7/34	Director and Co-Chairman of the Board Since inception to present	Vice Chairman, National Geographic Society, March 1998 to present; Managing Partner, Rock Solid Holdings, 2009 to present.	11 registered investment companies consisting of 36 portfolios	Director, Omnicom Group, Inc. (media and marketing services); Director, Sirsi Dynix (technology).
Robert D. Neary – 76 Date of Birth: 9/30/33	Director and Co-Chairman of the Board Since February 8, 2010 to present	Retired; Co-Chairman of Ernst & Young LLP (an accounting firm), 1984-1993.	11 registered investment companies consisting of 36 portfolios	Director, Strategic Distribution, Inc. (sales and management of maintenance supplies) until March 2007; Director, Commercial Metals Company
Dorothy A. Berry – 66 Date of Birth: 9/12/43	Director Since February 8, 2010 to present	President, Talon Industries, Inc. (administrative, management and business consulting), since 1986.	11 registered investment companies consisting of 36 portfolios	Chairman and Director, Professionally Managed Portfolios.

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Name, Age and Date of Birth	Position Held with Fund and Length of Time Served(1)	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex(2) Overseen by Director	Other Directorships Held by Director During Past 5 Years(3)
Kelley J. Brennan – 67 Date of Birth: 7/7/42	Director Since February 8, 2010 to present	Retired; Partner, PricewaterhouseCoopers LLP (an accounting firm), 1981 - 2002.	11 registered investment companies consisting of 36 portfolios	None.
Richard W. Furst – 71 Date of Birth: 9/13/38	Director Since February 8, 2010 to present	Consultant and Private Investor, Dean Emeritus and Garvice D. Kincaid Professor of Finance (Emeritus), Gatton College of Business and Economics, University of Kentucky, since 2003.	11 registered investment companies consisting of 36 portfolios	Director, Central Bank & Trust Co.; Director, Central Bancshares.
Dale C. LaPorte – 68 Date of Birth: 1/04/42	Director Since February 8, 2010 to present	Retired; Senior Vice President and General Counsel, Invacare Corporation (manufacturer of healthcare products), December 2005-2008; Partner, 1974 - 2005 and Chairman of Executive Committee, 2000 – 2004, of Calfee, Halter & Griswold LLP (law firm).	11 registered investment companies consisting of 36 portfolios	Director, Invacare Corporation.
L. White Matthews, III – 64 Date of Birth: 10/5/45	Director Since 2003 to present	Retired; Chairman and Director, Ceridian Corporation (payroll and human resources services), 2003 to 2007; Director and Chairman of the Board of Constar International Inc. (bottles and packaging manufacturer), 2009 to present.	11 registered investment companies consisting of 36 portfolios	Director, Matrixx Initiatives, Inc. (pharmaceuticals); Imation Corp. (data storage products).
Edward D. Miller, Jr. – 67 Date of Birth: 2/1/43	Director Since inception to present	Dean and Chief Executive Officer, Johns Hopkins Medicine, January 1997 to present.	11 registered investment companies consisting of 36 portfolios	Director, Care Fusion (health care devices).

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Name, Age, Date of Birth and Address	Position with the Fund and the Master Fund and Length of Time Served(1)	Principal Occupation(s) in the Past 5 Years
Kevin A. McCreadie – 49 Date of Birth: 8/14/60 Two Hopkins Plaza, 4th Floor Baltimore, MD 21201	President Since 2004 to present	President and Chief Executive Officer, PNC Capital Advisors, LLC (formerly PNC Capital Advisors, Inc.), since March 2004; Chief Investment Officer of PNC Capital Advisors, LLC since 2002; Chief Investment Officer of PNC Asset Management Group since 2007; Executive Vice President of PNC Bank, N.A. since 2007; Partner of Brown Investment Advisory & Trust Company, 1999-2002.
Jennifer E. Spratley – 41 Date of Birth: 2/13/69 Two Hopkins Plaza, 4th Floor Baltimore, MD 21201	Vice President Since April 2008 to present	Managing Director and Head of Fund Administration, PNC Capital Advisors, LLC (formerly PNC Capital Advisors, Inc.) since 2007; Treasurer, PNC Capital Advisors, Inc., September 2007 – September 2009; Unit Leader, Fund Accounting and Administration, SEI Investments Global Funds Services 2005 to 2007; Fund Accounting Director, SEI Investments Global Funds Services 1999 to 2007.
George L. Stevens – 59 Date of Birth: 2/10/51 Beacon Hill Fund Services, Inc. 4041 N. High Street Columbus, Ohio 43214	Assistant Vice President and Chief Compliance Officer Since 2008 to present	Director – CCO Services, Beacon Hill Fund Services, Inc. (distributor services, chief compliance officer services and/or chief financial officer services) since 2008; Vice President, Citi Fund Services Ohio, Inc. 1995-2008.
John F. Kernan – 45 Date of Birth: 9/17/65 1900 East 9th Street, 14th Floor Cleveland, OH 44114	Treasurer Since June 2010 to present	Senior Vice President and Director of Financial Fund Administration, PNC Capital Advisors, LLC (formerly Allegiant Asset Management Company), since July 2004; Senior Vice President, National City Bank, June 2004 – September 2009;; Senior Director of Fund Administration, State Street Bank and Trust Company, 1998 – 2004.
Jennifer Vollmer – 38 Date of Birth: 12/30/71 The PNC Financial Services Group, Inc. 1600 Market Street, 28th Floor Philadelphia, PA 19103	Secretary Since inception to present	Senior Counsel, PNC since 2007; Secretary, PNC Capital Advisors, LLC (formerly, PNC Capital Advisors, Inc.), since 2001.
Savonne L. Ferguson – 36 Date of Birth: 10/31/73 Two Hopkins Plaza, 4 th Floor Baltimore, MD 21201	Assistant Secretary Since 2004 to present	Vice President and Director of Regulatory Fund Administration, PNC Capital Advisors, LLC (formerly, PNC Capital Advisors, Inc.) since 2010; Vice President, PNC Capital Advisors, Inc. 2007-2009; Assistant Vice President, PNC Capital Advisors, Inc. 2002-2007.
David C. Lebisky – 38 Date of Birth: 5/19/72 760 Moore Road King of Prussia, PA 19406	Assistant Secretary Since June 2010 to present	Vice President and Senior Director, Regulatory Administration, BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.) Inc.) since January 2007; Vice President and Director, PFPC Inc., 2002-2007.

(1) The term of office for a Director is indefinite, until he or she resigns, is removed or a successor is elected and qualified.

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(2) The “Fund Complex” is comprised of eleven registered investment companies for which the Manager or any of its affiliates serves as investment adviser. The number of portfolios overseen by the Directors includes the PNC Alternative Investment Funds (three portfolios), PNC Funds (thirty portfolios) and PNC Advantage Funds (three portfolios).

(3) Includes directorships of companies required to report to the SEC under the Securities Exchange Act of 1934, as amended (i.e., “public companies”), or other investment companies registered under the 1940 Act. In addition to PNC Alternative Investment Funds, each Director serves as a Trustee of PNC Advantage Funds and a Trustee of the PNC Funds. Messrs. Murphy and Neary serve as Co-Chairmen of PNC Advantage Funds and the PNC Funds.

The information above includes each Director’s principal occupation during the last five years. Each Director possesses extensive additional experience, skills and attributes relevant to his or her qualifications to serve as a Director. The cumulative background of the Directors, and the role each plays as a member of a board that collectively possesses the talents needed for the representation of member interests led to the conclusion that each Director should serve as a Director for the Fund and Master Fund . Among others, the following attributes were specifically noted in the evaluation of the Directors: Mr. Murphy spent decades as a publishing executive and served as the chief executive officer of two significant non-profit enterprises. Mr. Neary brings over four decades of financial and accounting expertise to the Board, in addition to senior executive-level management experience. Ms. Berry, an attorney by training, has been an executive in various aspects of the finance and mutual fund industry for more than thirty years. Mr. Brennan has spent much of his accounting career in the mutual fund industry. Dr. Furst has substantial academic and professional experience in finance, including serving as an Endowed Professor of Finance and as Dean of the Gatton College of Business and Economics. Mr. LaPorte, also a lawyer, brings to the Board years of experience counseling business entities of all kinds. Mr. Matthews has served as the chief financial officer of two large enterprises and brings a significant depth of experience to the Board. Dr. Miller has demonstrated leadership and management abilities evidenced in his senior executive positions. In addition, the Directors’ previous experience on the Board provides a deep understanding of the issues impacting the members of the Fund and Master Fund.

The Board has appointed two independent Directors as co-chairmen of the Board. The Board has also engaged the Manager and Administrator to manage and administer the Fund and Master Fund and to retain other service providers, as necessary. All parties engaged to render services to the Fund and Master Fund are subject to the oversight of the Board. The Co-Chairs preside at meetings, oversee preparation of meeting agenda, serve as liaison to the third-party service providers and other Directors and officers and perform such acts and duties as may be permitted by the Fund’s and Master Fund’s LLC Agreements, policies and governing law. Each Co-Chair may also perform such other functions as may be delegated by the Board from time to time. The designation of the Chairs does not impose on either Independent Director any duties, obligations or liability beyond that imposed on such person as a member of the Board generally. The Board conducts regular quarterly meetings and special meetings, either in person or telephonically to ensure the uninterrupted oversight of the management of the Fund and Master Fund. The Board regularly meets separately from the Manager and other service providers to consider matters that are scheduled to come before the Board and to meet periodically with the Fund’s and Master Fund’s Chief Compliance Officer. As part of its duties, the Board oversees risk relating to the Fund and the Master Fund. Through reports and interactions with the Manager during and between meetings, the Board monitors various types of risk including, but not limited to, investment risk, operational risk and enterprise risk as well as the operation of the Manager’s risk management program. There can be no assurance that all components of risk have been identified by the Board, particularly given the nature of the Fund and Master Fund as described in this prospectus. The Board relies on professionals, such as the independent registered public accountants and legal counsel, to assist the Directors in performing their oversight responsibility. The Board has established the committees described below, and may establish ad hoc committees from time to time to assist the Board in fulfilling its oversight responsibilities. The Board believes that its leadership structure is appropriate because it enables the Board to exercise informed and independent judgment over matters under its purview by the delegation of responsibility among committees of the Board and frequent communications with professionals retained to serve the Fund and Master Fund, including the Manager, legal counsel, financial and accounting professionals and compliance personnel, all of whom enhance the Board’s oversight.

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The Fund’s Board and the Master Fund’s Board has each formed three committees: an Audit Committee, a Nominating Committee and a Legal Compliance Committee. Each Committee is composed of the Fund’s and the Master Fund’s eight Independent Directors, Robert D. Neary, Dorothy A. Berry, Kelley J. Brennan, Richard W. Furst, Dale C. LaPorte, L. White Matthews, III, Edward D. Miller, Jr., and John R. Murphy.

The functions of the Audit Committee are to: (1) oversee the accounting and financial reporting process of the Fund and the Master Fund; (2) oversee the quality and integrity of the Fund’s and the Master Fund’s financial statements and the independent audit of the financial statements; (3) oversee the compliance with legal and regulatory requirements that relate to the Fund’s and the Master Fund’s accounting, financial reporting and independent audits; (4) review and evaluate the qualifications, independence and performance of the auditors prior to the engagement of the audits; and (5) serve as liaison between the auditors and the Board and the Master Fund’s Board. The Committee may perform other tasks, as the Board and the Master Fund’s Board deem necessary and appropriate from time to time. The Chairman of the Audit Committee is Kelley J. Brennan, and Ms. Berry and Messrs. Neary, Brennan, Furst serve as the Audit Committee Financial Experts. The Audit Committee met four times during the fiscal year ended March 31, 2010.

The function of the Nominating Committee is to identify candidates for election to the Board using a variety of means as it determines are necessary or appropriate, including recommendations of shareholders or members. The Committee may also solicit recommendations from current and former Trustees/Directors, management or others who may be familiar with qualified candidates. The Committee may, in its sole discretion, retain and terminate any search firm (and approve such search firm’s fees and other retention terms) to assist in the identification of candidates. In considering candidates for Trustee/Director nominee, the Committee shall give due consideration to the overall Board balance of diversity of skills, perspectives, backgrounds and experiences. The Chairmen of the Nominating Committee are Messrs. Neary and Murphy. The Nominating Committee met two times during the fiscal year ended March 31, 2010.

The Legal Compliance Committee is responsible for the confidential receipt, retention and consideration of any report of evidence of a material violation of securities laws relating to the Fund, Master Fund or Manager. The Chairman of the Legal Compliance Committee is Dale C. LaPorte. The Legal Compliance Committee did not meet during the fiscal year ended March 31, 2010.

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Director Ownership of Securities

Name of Director	Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Director in Family of Investment Companies
John R. Murphy	None	None
Robert D. Neary	None	None
Dorothy A. Berry	None	None
Kelley J. Brennan	None	None
Richard W. Furst	None	None
Dale C. LaPorte	None	None
L. White Matthews, III	None	Over $100,000
Edward D. Miller	None	None

As of December 31, 2009, no Director or Officer was the beneficial owner of any securities in the Master Fund or the Fund. As of December 31, 2009, no Director beneficially owned more than two percent of any other registered investment companies overseen by the Director within the same family of investment companies as the Master Fund and Fund.

As of March 31, 2010, no Independent Director and no immediate family member of any Independent Director was the beneficial owner or owner of record of an interest in either the Manager, the Adviser, the Distributor or in any person directly or indirectly controlling, controlled by, or under common control with the Manager, Adviser or Distributor.

Certain Interests of Independent Directors

Mr. LaPorte served as Senior Vice President of business development and General Counsel of Invacare Corporation (“Invacare”) until his retirement as of January 1, 2009, and currently serves on the Board of Invacare. Invacare has a $400 million line of credit open with a lending syndicate of eleven banks, one of which is PNC Bank, which is the parent company of the Manager. The line of credit is used for working capital and general corporate purposes. As of December 31, 2009, PNC Bank’s total obligation as part of the syndicate is limited to 30% of the total value of the line of credit, or US $45 million. A portion of this obligation is a result of PNC Bank’s acquisition of National City Bank (“NCB”) on November 7, 2009. Prior to the acquisition, PNC Bank’s obligation as part of the syndicate was limited to 4.375% of the total value of the line of credit, or US $17.5 million. The highest amount outstanding on the PNC Bank pro rata share of the credit facility during the period January 1 to December 31, 2008, based on month end balances, was $12,306,487.82. The highest amount outstanding on the PNC Bank pro rata share of the credit facility during the period January 1, 2009 to December 31, 2009, based on month end balances, was $8.75 million. The PNC Bank portion of the balance outstanding as of December 31, 2009 was $0. Interest is charged at a variable rate that may be calculated on a spread over LIBOR, Fed Funds or Prime. The spreads are determined quarterly based on Invacare’s Leverage Ratio (the ratio of debt to equity of the firm).

In addition, Invacare engages PNC Bank or affiliates for certain treasury management and capital markets services. From January 1, 2008 through December 31, 2008, PNC Bank or affiliates earned approximately $236,000 in fees for these services. From January 1, 2009 through December 31, 2009, PNC Bank or affiliates earned approximately $648,023 in fees for these services.

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Mr. Murphy serves as a director of Omnicom Group, Inc. (“Omnicom”). PNC Bank is one of thirty-three banks that together provide a $2.5 billion credit facility to affiliates of Omnicom. PNC Bank is responsible for $55 million under the credit facility, which will expire on June 23, 2011. Omnicom uses the credit facility, together with uncommitted lines of credit and certain commercial paper programs, to manage its short-term cash requirements and to provide back-up liquidity on its outstanding notes and commercial paper. The highest amount outstanding on the PNC Bank pro rata share of the credit facility during the period January 1, 2007 through December 31, 2008, based on month-end balances, was $18 million. The highest amount outstanding on the PNC Bank pro rata share of the credit facility during the period January 1, 2009 through December 31, 2009, based on month-end balances, was $30 million. As of December 31, 2009, Omnicom had an outstanding borrowing from PNC Bank under the credit facility of $0. Interest is charged quarterly in arrears at an adjustable rate of LIBOR plus an additional margin. A utilization fee is charged if the usage exceeds 50% of the total line. An annual facility fee also is charged. The interest rate, utilization fee and annual facility fee are adjustable quarterly based on the rating established by S&P and Moody’s of Omnicom’s senior unsecured public debt. As of June 30, 2010, the total interest charged was $0.

Compensation

The following table shows information regarding the compensation received by the Directors of the Fund and the Master Fund and the aggregate compensation paid to them by all registered investment companies for which the Manager, the Adviser or their affiliates serve as an investment adviser or manager for the fiscal year ended March 31, 2010.

Name of Director*	Aggregate Compensation from the Fund (1)		Pension or Retirement Benefits Accrued (2) (as Part  of Fund Expenses)		Total Compensation From the Fund, the Master Fund and  the Fund Complex (3) Paid to Directors
John R. Murphy	$	1,881.46	$	0	$	85,890
Robert D. Neary	$	732.29	$	0	$	125,750
L. White Matthews, III	$	1,618.87	$	0	$	69,640
Dorothy A. Berry	$	623.78	$	0	$	91,750
Edward D. Miller, Jr.	$	995.09	$	623.78	$	69,640
Kelley J. Brennan	$	647.89	$	0	$	104,750
Richard W. Furst	$	623.78	$	0	$	91,750
Dale C. LaPorte	$	623.78	$	0	$	91,750

* Effective February 8, 2010, Ms. Berry and Messrs. Neary, Brennan, Furst and LaPorte became Directors of the Fund and Master Fund.

(1) The compensation shown includes fees the Fund pays each Director and the pro rata portion of fees the Master Fund pays each Director.

Effective February 18, 2010, each Director receives an annual fee of $1,000 and $6,333 for services rendered to the Fund and Master Fund, respectively. Each Director receives $500 for each regular Board meeting attended for the Master Fund but does not receive meeting fees directly from the Fund for attending regular, special or telephonic Board meetings, unless a meeting has been called specifically to address matters solely applicable to the Fund.

Prior to February 18, 2010, the Fund and the Master Fund paid each Director an annual fee of $1,000 and $6,500, respectively.

Each Director of the Fund and the Master Fund is also a Director of other investment companies comprising the PNC Alternative Investment Funds. Effective February 18, 2010, each Director receives an aggregate annual fee of $25,000, plus $1,500 for each combined regular Board meeting attended for the PNC Alternative Investment Funds, which includes the Fund and Master Fund, and such amounts, up to a maximum of $1,500, as may be determined by the Board for each telephonic and special in-person Board meeting attended, respectively. These fees are inclusive of the fees referred to above for the Fund and Master Fund.

In addition, each Director is reimbursed for all out-of-pocket expenses incurred as a Director. The Co-Chairmen of the Board each receive an additional fee of $9,000 per year and the Chairman of the Audit Committee receives an additional fee of $2,000 per year for their services in these capacities.

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(2) Effective January 1, 2010, the Directors may elect to defer payment of 25% to 100% of the fees they receive in accordance with a Director Deferred Compensation Plan (the “Plan”). Under the Plan, a Director may elect to have his or her deferred fees treated as if they have been invested in by the Fund in the shares of one or more portfolios of PNC Funds and PNC Advantage Funds, and the amount paid to the Director under the Plan will be determined based on the performance of such investments. Distributions are either in a form of a single lump sum payment or, of equal installments over a period of 2 to 15 years. The Plan will remain unfunded for federal income tax purposes under the Code. Deferral of Director fees in accordance with the Plan will have a negligible impact on portfolio assets and liabilities and will not obligate the Fund to retain any Director or pay any particular level of compensation.

(3) The Fund Complex consists of 9 other registered investment companies that have a common investment adviser with the Fund and Master Fund.

THE MANAGER

The Manager is the investment manager of the Fund and the Master Fund. The Manager is registered as an investment adviser under the Advisers Act and is a limited liability company formed under the laws of the State of Delaware. The Manager is a wholly-owned subsidiary of PNC. PNC is one of the nation’s largest diversified financial services organizations, based on assets, with businesses engaged in retail banking, corporate and institutional banking, asset management and global fund services. Pursuant to the authority and responsibilities granted to it under the Master Fund’s Limited Liability Company Agreement, the Manager will retain all rights, duties and powers to manage the affairs of the Master Fund that may not be delegated under Delaware law, and that are not otherwise delegated by the Manager to the Master Fund’s Board or assumed by the Adviser pursuant to the terms of the Investment Advisory Agreement.

Pursuant to the authority and responsibilities granted to it under the LLC Agreement, the Manager will also oversee the day-to-day operations of the Fund under the supervision of the Board. In this role, the Manager will be responsible, among other things, for: (i) approving the acceptance of initial and additional subscriptions from investors on behalf of the Fund; (ii) making determinations whether future subscriptions should be accepted; (iii) making determinations regarding transfers of Interests; (iv) acting as tax matter partner of the Fund; and (v) managing and overseeing the general administrative and operational aspects of the Fund. The Manager may be removed as the Fund’s manager under the LLC Agreement by the vote or written consent of Members holding not less than 80% of the total number of votes eligible to be cast by all Members.

Pursuant to its agreement with the Fund and Master Fund, the Manager provides, or will arrange at its expense to provide, certain management and administrative services to the Fund and the Master Fund. Among those services are: providing office space and other support services; maintaining and preserving certain records; preparing and filing various materials with state and U.S. federal regulators; providing legal and regulatory advice in connection with management and administrative services; and reviewing and arranging for payment of the Fund’s and the Master Fund’s expenses.

INVESTMENT MANAGEMENT AGREEMENTS

In addition to the authority and responsibilities granted to it under the LLC Agreement and the Master Fund’s Limited Liability Company Agreement, the Manager has also entered into an investment management agreement with the Fund and a separate investment management agreement with the Master Fund (each, a “Management

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Agreement” and together, “Management Agreements”). The Management Agreements provide that the Manager is responsible, subject to the supervision of the Master Fund’s Board, for formulating a continuing investment program for the Master Fund. The Manager is authorized to make all decisions regarding the Master Fund’s purchases and withdrawals of interests in Investment Funds. The Manager has delegated these responsibilities to the Adviser pursuant to the Investment Advisory Agreement, but retains oversight authority, responsibility for conducting an economic overview and analysis of the Master Fund’s activities, communicating with the Adviser regarding market trends and assisting with setting investment parameters. The Manager is also responsible for reviewing the Adviser’s investment decisions, ensuring compliance with the Master Fund’s stated investment strategy and recommending changes of advisers to the Master Fund’s Board.

Each of the Management Agreements between the Manager and the Fund and Master Fund, separately, became effective as of January 22, 2010. Prior to September 29, 2009, PNC Capital Advisors, Inc. served as investment manager of the Fund and Master Fund. On September 29, 2009, the predecessor investment manager to the Fund and Master Fund, PNC Capital Advisors, Inc., merged with Allegiant Asset Management Company (“Allegiant”), its affiliate, to form the Manager (the “Merger”). The Manager and its predecessors, PNC Capital Advisors, Inc. and Allegiant, are indirect wholly-owned subsidiaries of PNC. PNC acquired Allegiant through the merger of National City Corporation and PNC on December 31, 2008 and subsequently consolidated the institutional and mutual fund investment advisory operations of PNC Capital Advisors, Inc. and Allegiant to form the Manager. The Merger resulted in an “assignment,” as that term is defined in the 1940 Act, of the investment management agreements with the Manager’s predecessor that were in effect prior to the Merger. As a result those agreements automatically terminated in accordance with their terms. The Manager continued to provide investment management services to the Fund and Master Fund under interim management agreements approved by the Board of Directors, from September 29, 2009 through January 22, 2010, when the Members approved the Management Agreements.

The Management Agreements will continue in effect from year to year if the continuance is approved annually by (i) the vote of a majority of the Fund’s and Master Fund’s Independent Directors cast in person at a meeting called for the purpose of voting on the approval and (ii) the Fund’s and Master Fund’s Board or the vote of a majority of the outstanding voting securities of the Fund and Master Fund. The Management Agreements may be terminated at any time, without payment of any penalty, by the Fund’s and Master Fund’s Board or by the vote of a majority of the outstanding voting securities of the Fund and Master Fund on 60 days’ written notice to the Manager. To the extent the Fund, as an investor in the Master Fund, through the Offshore Fund, votes on the approval or termination of the Master Fund’s Management Agreement, the Fund will seek voting instructions from Members and will vote its interest in the Master Fund proportionately in accordance with the votes cast by Members. The Manager may terminate the Management Agreements at any time, without payment of any penalty, upon 90 days’ written notice to the Fund and Master Fund.

Each Management Agreement provides that it will terminate automatically in the event of its “assignment,” as defined by the 1940 Act and the rules under that Act.

The Management Agreements provide that, in the absence of willful misfeasance, bad faith, or gross negligence of its obligations to the Master Fund, the Manager will not be liable to the Fund, the Master Fund or their members for any error of judgment, for any mistake of law or for any other act or omission in the course of, or connected with, the performance of services to the Master Fund. The Management Agreements also provide for indemnification, to the fullest extent permitted by law, by the Fund and the Master Fund of the Manager, or any partner, director, officer, principal, employee or agent of, or any person who controls, is controlled by or is under common control with, the Manager, and any of their affiliates, executors, heirs, assigns, successors or other legal representatives, against any liability or expense to which the person may be liable that arises in connection with the performance of services to the Master Fund, so long as the liability or expense is not incurred by reason of the person’s willful misfeasance, bad faith or gross negligence of duty.

A discussion of the basis of the Board’s and the Master Fund Board’s approval of the Management Agreementscan be found in the Fund’s shareholder report for the semi-annual period ended September 30.

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Management Fee

In addition, the Manager may pay a portion of the remaining Management Fee to entities that assist in the distribution of Interests and may be affiliated with the Manager. These payments will be in addition to the direct sales loads paid by investors. See “Subscriptions for Interests—Distribution Arrangements and Sales Loads.”

The Manager may waive, at its sole discretion, up to one-half of the Management Fee. There is no other limit on the amount of the Management Fee the Manager may waive. Any waiver would be for the benefit of all Members, as well as other investors in the Master Fund, on an equal and pro rata basis. There can be no assurance that the Manager will waive any portion of the Management Fee.

For its services to the Master Fund, the Manager is paid, and the Fund as an indirect investor in the Master Fund will bear its pro rata share of, the Management Fee. The Management Fee will be computed based on the net assets of the Master Fund as of the end of business on the last business day of each quarter including assets attributable to the Manager and before giving effect to any repurchases of Interest by the Master Fund that have not settled as of the end of the quarter, after adjustment for any subscriptions effective on that date, and will be due and payable in arrears within five business days after the end of such quarter. Net assets for these purposes mean the total value of all assets of the Master Fund, less an amount equal to all accrued debts, liabilities and obligations of the Master Fund.

The Manager earned the following total fees from the Master Fund as the Fund’s pro rata share of the total fee for the periods indicated:

Fiscal Year Ended March 31,	Fees(1)
2010	$	61,570.02
2009	$	54,412.78
2008	$	52,323.42

(1) For the fiscal years ended March 31, 2008, March 31, 2009 and March 31, 2010, the Manager voluntarily waived the management fee and/or reimbursed the Fund’s expenses of $132,738, $125,624 and $142,114, respectively.

Incentive Fee

In addition to the Management Fee, for each incentive period (which generally corresponds to a fiscal year), the Fund will pay the Manager an incentive fee equal to 10% of the net profits of each Member in excess of such Member’s Loss Carryforward Amount (before any accruals for Incentive Fees) and the Benchmark Return.

The Manager received the following total fees payable by the Fund for the periods indicated:

Fiscal Year Ended March 31,	Fees
2010	$	3,718.86
2009	$	0.00
2008	$	0.00

THE ADVISER

The Adviser, Ramius Alternative Solutions LLC, a Delaware limited liability company organized under the laws of Delaware, is the investment adviser of the Master Fund. The Adviser is registered as an investment adviser under the Advisers Act. The Adviser’s offices are located at 599 Lexington Avenue, 19th Floor, New York, NY 10022.

On November 2, 2009, RCG Holdings LLC (formerly known as Ramius LLC and the managing member of the Adviser) completed a previously announced transaction with Cowen Group Inc. whereby the Adviser became an indirect wholly-owned subsidiary of a newly formed Cowen Group, Inc. (“Cowen”).

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Subsequent to the transaction, Ramius Fund of Funds Group LLC changed its name to Ramius Alternative Solutions LLC and is no longer a joint venture between UniCredit Bank AG (formerly known as Bayerische Hypo-und Vereinsbank AG and RCG Holdings LLC.

The Adviser continues to manage the day-to-day operations of the Master Fund, including making all decisions regarding investments, client servicing and reporting. The transaction has not resulted in any change in the management personnel of, or any material change in investment management services provided by, the Adviser. The managing member of the Adviser is Ramius (as defined below).

Cowen is a leading diversified financial services firm providing alternative investment management, investment banking, research, and sales and trading services through its two business units, Ramius LLC and Cowen and Company, LLC. The Ramius LLC (“Ramius”) business unit operates the combined company’s alternative investment management business which includes hedge funds, fund of funds, real estate funds, healthcare royalty funds, cash management and commodity trading funds, offered primarily under the Ramius name. Cowen and Company, LLC offers industry-focused investment banking for growth-oriented companies, domain knowledge-driven research and a sales and trading platform for institutional investors.

The common stock of Cowen currently trades on NASDAQ under the symbol “COWN”. Founded in 1918, the firm is headquartered in New York and has offices located in major financial centers around the world.

The day-to-day management of the Master Fund’s portfolio will be the responsibility of the Adviser’s Investment Management Committee (the “IMC”). The members of the IMC are senior professionals of the Adviser who are responsible for defining portfolio objectives/ structure, evaluating the current and projected environment for each strategy, establishing the strategy allocation targets and approving all sub-manager hiring/firing decisions. The IMC currently is made up of six members, five of which are employees of the Adviser and the sixth who is a principal of Ramius Trading Strategies LLC, an affiliate of the Adviser and the trading manager of multi-advisor managed futures funds.

Thomas W. Strauss serves as Chief Executive Officer and President of Ramius Alternative Investments (which includes both Ramius and Ramius Alternative Solutions LLC). Mr. Strauss also serves as a member of the Executive and Operating Committees of Cowen. Mr. Strauss is a founding principal of RCG Holdings LLC (formerly known as Ramius LLC) and was also the Chief Executive Officer of the Adviser.

From 1963 to 1991, Mr. Strauss was with Salomon Brothers Inc. where he was admitted as a General Partner in 1972 and was appointed to the Executive Committee in 1981. In 1986, he became President of Salomon Brothers and a Vice Chairman and member of the Board of Directors of Salomon Inc., the holding company of Salomon Brothers and Phibro Energy, Inc. In 1993, Mr. Strauss became Co-Chairman of Granite Capital International Group.

Mr. Strauss is a former member of the Board of Governors of the American Stock Exchange, the Chicago Mercantile Exchange, the Public Securities Association, the Securities Industry Association, the Federal Reserve International Capital Markets Advisory Committee and the U.S. Japan Business-Council. He is a past President of the Association of Primary Dealers in U.S. Government Securities. Mr. Strauss currently serves on the Board of Trustees of the U.S.-Japan Foundation and is a member of the Board of Trustees and Executive Committee of Mount Sinai Medical Center and Mount Sinai-NYU Health System

Stuart Davies is a Managing Director and Chief Investment Officer of the Adviser. Mr. Davies joined the firm in January 2009. Prior to joining the Adviser, Mr. Davies was a Managing Director and Global Head of Investments at Ivy Asset Management in New York from 2006 through 2008 and was a member of Ivy’s Executive Committee and Investment Committee. Earlier in Mr. Davies’ career, he was a member of the International Investment Committee of Coronation Fund Manager and also spent three years at Nedcor Investment Bank International, a subsidiary of Old Mutual Plc, as Head of the Investment Team. Mr. Davies started his career in 1992 with Deloitte and Touche in both their audit and corporate finance divisions. Mr. Davies graduated from the University of Cape Town with a Bachelor of Commerce and Post Graduate Diploma in Accounting. He is also a Chartered Accountant (CA) and a Chartered Financial Analyst (CFA).

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Vikas Kapoor is a Managing Director and Head of Portfolio Construction and Risk Management of the Adviser. Mr. Kapoor joined the firm in June 2008. Prior to joining the Adviser, Mr. Kapoor was a Managing Director at Arden Asset Management from January 2006 through May 2008 focusing on Portfolio Construction and Risk Management and was a member of Arden’s Investment Committee and Management Committee. From June 1996 through December 2005, Mr. Kapoor was with Deutsche Bank, most recently as a Managing Director of Deutsche Bank’s Absolute Return Strategies Group where he headed the Quantitative Analysis and Applications Group. Mr. Kapoor received an M.S. in Computational Finance from Carnegie Mellon University in 2003, an M.B.A. in Finance with Honors from the Tulane University in New Orleans in 1996 and a B.Tech. in Mechanical Engineering from Regional Engineering College, Kurukshetra, India in 1991.

Brian Briskin is a Managing Director at Ramius Alternative Solutions LLC. Mr. Briskin is responsible for underlying manager selection, due diligence and monitoring of equities oriented hedge fund managers. Mr. Briskin joined the firm in April 2007. Prior to joining the firm in April 2007, Mr. Briskin was a Managing Director at Focus Investment Group from February 2000 through March 2007. Specifically, Mr. Briskin worked as a member of the Asset Management Committee responsible for underlying manager selection, due diligence, and portfolio management. From 1996 to 2000, Mr. Briskin worked as a Portfolio Research Analyst at Neuberger Berman in New York. Mr. Briskin received a M.B.A. in Finance from The Zicklin School of Business at Baruch College in 1999, and received a B.A. from The State University of New York at Oneonta in Business Economics in 1992. Mr. Briskin is a CFA charterholder.

William Marr is the President and CEO of Ramius Trading Strategies LLC. Mr. Marr was the former Global Head of Hedge Fund Research & Portfolio Construction at Merrill Lynch overseeing more than $25 billion in hedge fund assets (2006-2009) and Global Head of Alternative Investments for Julius Bear Investment Management (2002-2006) with 24 years of industry experience. Mr. Marr has been allocating to hedge funds through managed accounts since 1997.

Hiren Patel is a Managing Director at Ramius Alternative Solutions LLC and is the primary interface between portfolio management and business development efforts for the group. Previously, as a Senior Portfolio Manager, he was responsible for manager selection, due diligence, portfolio management and risk assessment activities across a variety of investment strategies. Mr. Patel joined the firm in February 1998. Prior to joining Ramius, Mr. Patel was a Senior Consultant in the Securities Industry Consulting Group at Price Waterhouse where he was primarily responsible for providing strategy, technology and operations consulting services to international and domestic commercial banks interested in forming broker/dealer subsidiaries. Mr. Patel received an M.B.A. in Finance from Virginia Tech and a B.S. in Finance from Virginia Tech.

Portfolio Manager Compensation Structure

Compensation for the portfolio managers is a combination of a fixed salary and a discretionary bonus. The discretionary bonus is not tied directly to the performance or the value of assets of the registrant or any other fund managed by the Adviser. The amount of salary and bonus paid to the portfolio managers is based on a variety of factors, including the financial performance of the Adviser, execution of managerial responsibilities, quality of client interactions and teamwork support. As part of their compensation, portfolio managers also have 401k plans that enable employees to direct a percentage of their pre-tax salary and bonus into a tax-qualified retirement plan. In addition, senior members of the team are eligible to receive equity-based compensation, which is determined, in part, based on the profits earned by the Adviser.

Other Accounts Managed by the Portfolio Manager and Potential Conflicts of Interest

The following table provides information relating to other accounts managed by the Investment Management Committee, which is responsible for the day-to-day management of the Master Fund’s portfolio, for the fiscal year ended March 31, 2010.

	Number  of Accounts Managed	Number of Accounts Managed  with Performance- Based Advisory Fees	Total Assets		Total Assets Managed with Performance- Based Advisory Fees
Tom Strauss, Stuart Davies, Vikas Kapoor, Brian Briskin, Bill Marr, and Hiren Patel*
Registered investment companies	2	1	$	38,526,041	$	29,094,866
Other pooled investment vehicles	18	13	$	484,146,999	$	282,477,116
Other accounts	17	10	$	1,803,519,360	$	894,504,776

* All portfolio managers work together as a management team, and no individual portfolio manager is solely responsible for an account.

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Certain inherent conflicts of interest arise from the fact that the Adviser and its affiliates generally carry on other investment activities in which the Master Fund will have no interest. The Investment Advisory Agreement does not impose any specific obligations or requirements concerning the allocation of time, effort or investment opportunity by the Adviser to the Master Fund. The Adviser and its members, officers and employees will devote as much of their time to the activities of the Master Fund as they deem necessary and appropriate. The Adviser and its affiliates are not restricted from forming additional investment funds, from entering into other investment advisory relationships or from engaging in other business activities, even though such activities may be in competition with the Master Fund and/or may involve substantial time and resources of the Adviser. These activities could be viewed as creating a conflict of interest in that the time and effort of the members of the Adviser and its officers and employees will not be devoted exclusively to the business of the Master Fund, but will be allocated between the business of the Master Fund and the management of the monies of other advisees of the Adviser.

Security Ownership of Portfolio Manager

As of March 31, 2010, no portfolio manager was the beneficial owner of any securities in the Fund or the Master Fund.

INVESTMENT ADVISORY AGREEMENT

The Investment Advisory Agreement among the Manager, the Adviser and the Master Fund (the “Advisory Agreement”) provides that the Adviser is responsible, subject to the supervision of the Manager and the Master Fund’s Board, for formulating a continuing investment program for the Master Fund. The Adviser makes all decisions regarding the Master Fund’s purchases and withdrawals of interests in Investment Funds. The Adviser does not provide separate investment advisory services to the Fund or the Offshore Fund. However, the Fund and the Offshore Fund, as investors in the Master Fund, benefit from the services that the Adviser provides to the Master Fund.

The Advisory Agreement became effective as of June 30, 2006, and was continued by the Master Fund’s Board on May 14, 2009 for a 12-month period beginning June 30, 2009.

The Advisory Agreement became effective as of January 22, 2010. Prior to November 2, 2009, Ramius Fund of Funds Group LLC served as investment adviser of the Master Fund. On November 2, 2009, the predecessor investment adviser to the Master Fund, Ramius Fund of Funds Group LLC, changed its name to Ramius Alternative Solutions LLC and became an indirect wholly owned subsidiary of Cowen Group, Inc. (“Cowen”). The transaction with Cowen resulted in an “assignment,” as that term is defined in the 1940 Act, of the investment advisory agreement with the Adviser’s predecessor that was in effect prior to the transaction. As a result that agreement automatically terminated in accordance with its terms. The Adviser continued to provide investment advisory services to the Master Fund under an interim investment advisory agreement approved by the Board of Directors, from November 2, 2009 through January 22, 2010, when the Members approved the Advisory Agreement.

The Advisory Agreement will continue in effect from year to year if the continuance is approved annually by (i) the vote of a majority of the Master Fund’s Independent Directors cast in person at a meeting called for the purpose of voting on the approval and (ii) the Master Fund’s Board or the vote of a majority of the outstanding voting securities of the Master Fund.

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The Advisory Agreement may be terminated (i) by the Manager at any time, without the payment of any penalty, (ii) by the Manager’s recommendation to, and by a vote of a majority of, the Master Fund’s Board or by vote of a majority of the outstanding voting securities of the Master Fund on 60 days’ written notice to the Adviser or (iii) by the Adviser at any time, without the payment of any penalty, on 60 days’ prior written notice to the Manager. The Advisory Agreement provides that it will terminate automatically in the event of its “assignment,” as defined by the 1940 Act.

To the extent the Fund, as an investor in the Master Fund through the Offshore Fund, votes on the approval or termination of the Advisory Agreement, the Fund will seek voting instructions from Members and will vote its interest in the Master Fund proportionately in accordance with the votes cast by Members.

The Advisory Agreement provides that, in the absence of willful misfeasance, bad faith, or gross negligence, the Adviser will not be liable to the Master Fund or its members for any error of judgment, for any mistake of law or for any other act or omission in connection with the performance of services to the Master Fund. The Adviser does not represent that any level of performance will be achieved. The Advisory Agreement also provides for indemnification, to the fullest extent permitted by law, by the Master Fund of the Adviser, or any officer, director, partner, principal, employee or agent of, or any person who controls, is controlled by or is under common control with, the Adviser, and any of their affiliates, executors, heirs, assigns, successors or other legal representatives, against any liability or expense to which the person may be liable that arises in connection with the performance of services to the Master Fund, so long as the liability or expense is not incurred by reason of the person’s willful malfeasance, bad faith or gross negligence of duty.

A discussion of the basis of the Master Fund Board’s approval of the Advisory Agreement can be found in the Fund’s shareholder report for the semi-annual period ended September 30.

Compensation Paid by the Manager to the Adviser

In consideration of the investment advisory services that the Adviser provides to the Master Fund, the Manager pays an amount equal to one-half of the Management Fee to the Adviser. The Adviser bears all of its own costs incurred in providing investment advisory services to the Master Fund. The Adviser received the following fees from the Manager as the Fund’s pro rata share of the total fee for the periods indicated:

Fiscal Year Ended March 31,	Fees
2010	$	30,785.01
2009	$	27,206.39
2008	$	26,161.71

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In addition to its share of the Management Fee, the Adviser is also paid one-half of the Incentive Fee as described in the section entitled “Incentive Fee.” The Adviser received the following Incentive Fee paid by the Manager for the periods indicated:

Fiscal Year Ended March 31,	Fees
2010	$	1,859.43
2009	$	0.00
2008	$	0.00

CODES OF ETHICS

The Fund, the Master Fund, the Manager, the Adviser and the Distributor have each adopted a code of ethics (“Code of Ethics”) as required by Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act. The Code of Ethics establishes procedures for personal investing and restricts certain transactions. Employees subject to the Code of Ethics may invest in securities for their personal investment accounts, including making investments in the securities of Investment Funds that may be purchased or held by the Master Fund, subject to a number of restrictions and controls. Each Code of Ethics is available on the SEC’s website at www.sec.gov. In addition, each Code of Ethics can be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-942-8090. Copies of each Code of Ethics may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: www.publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, DC 20549-0102.

VOTING

Member Voting Rights

Each Member has the right to cast a number of votes based on the value of the Member’s investment percentage at a meeting of Members called by the Board or by Members holding at least a majority of the total number of votes eligible to be cast. Members will be entitled to vote on any matter on which shareholders of a registered investment company organized as a corporation would be entitled to vote, including certain elections of Directors and on certain other matters. Notwithstanding their ability to exercise their voting privileges, Members in their capacity as such are not entitled to participate in the management or control of the Fund’s business and may not act for or bind the Fund.

Whenever the Fund as an investor in the Offshore Fund is requested to vote on matters pertaining to the Offshore Fund, the Fund will seek voting instructions from the Members on such matters and, if required, will hold a meeting of the Members, and the Fund will vote its shares in the Offshore Fund for or against such matters proportionately to the instructions received from the Members. Thus, the Fund will effectively “pass through” its voting rights to the Members. The Fund shall vote Interests for which it receives no voting instructions in the same proportion as the Interests for which it receives voting instructions.

In addition, whenever the Fund as an investor in the Master Fund, through the Offshore Fund, is requested to vote on matters pertaining to the Master Fund, the Offshore Fund will pass voting rights to the Fund. The Fund will seek voting instructions from the Members on such matters and, if required, will hold a meeting of the Members, and the Fund will vote its interest in the Master Fund, through the Offshore Fund, for or against such matters proportionately to the instructions received from the Members. Thus, the Offshore Fund will not vote on Master Fund matters requiring a vote of Master Fund members without the instruction of the Members. The Fund shall vote Interests for which it receives no voting instructions in the same proportion as the Interests for which it receives voting instructions. Members of the Fund will not be able to vote on the termination of the Offshore Fund’s or the Master Fund’s business, which may be determined by the Offshore Fund and Master Fund, respectively, without Member approval. The Fund shall vote Interests for which it receives no voting instructions in the same proportion as the Interests for which it receives voting instructions.

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Proxy Voting Policies and Procedures

The Fund will invest substantially all of its assets in the Master Fund (via the Offshore Fund), which in turn will invest in the securities of Investment Funds, which generally issue non-voting securities. On occasion, however, the Master Fund may receive notices from the Investment Funds seeking the consent of holders in order to materially change certain rights within the structure of the security itself or change material terms of the Investment Fund’s articles of association, limited partnership agreement, limited liability company operating agreement, or similar agreement with investors. To the extent that the Master Fund receives notices or proxies from Investment Funds (or receives proxy statements or similar notices in connection with any other portfolio securities), the Master Fund’s Board has delegated proxy voting responsibilities with respect to the Master Fund’s portfolio securities to the Manager, as a part of the general management of the Master Fund, subject to the Master Fund’s Board’s continued oversight. The Manager is permitted to delegate and has further delegated this responsibility to the Adviser. The Master Fund’s Board has directed that proxies must be voted consistent with the best interest of the Master Fund and its interest holders. The Manager and the Adviser present to the Master Fund’s Board their policies, procedures and guidelines for voting proxies at least annually, and notify the Master Fund’s Board promptly of material changes to any of these documents, and no less than annually the Manager reports to the Master Fund’s Board a record of each proxy voted with respect to the Master Fund’s portfolio securities during the year.

The Adviser has implemented its own proxy voting policies and procedures (“Policies”). The Adviser’s general policy is to vote proxies in a manner that serves the best interest of the Adviser’s client (including the Master Fund), as determined by the Adviser in its discretion, taking into account the following factors: (1) the impact on the value of the returns of the Investment Fund; (2) the attraction of additional capital to the Investment Fund; (3) the alignment of the interests of the Investment Fund’s management with the interest of the Investment Fund’s beneficial owners, including establishing appropriate fees for the Investment Fund’s management; (4) the costs associated with the proxy; (5) the impact on redemption or withdrawal rights; (6) the continued or increased availability of portfolio information; and (7) industry and business practices.

The Policies address, among other things, conflicts of interest that may arise between the interests of the Master Fund and the interests of the Adviser and its affiliates. The Policies describe the way in which the Adviser resolves conflicts of interest. To resolve conflicts, the Adviser’s portfolio manager is responsible for determining whether each proxy is for a routine matter or is otherwise covered by the Policies. For all proxies identified as routine or otherwise covered by the Policies, the portfolio manager votes in accordance with the Policies. For proxies that are not routine, are not covered by the Policies or for which the portfolio manager wishes to vote contrary to the Policies, the proxy will be submitted to the Adviser’s Proxy Committee to determine whether any conflict of interest exists. If a conflict exists, the portfolio manager votes proxies in accordance with the Proxy Committee’s decision.

Under certain circumstances, the Adviser may abstain from voting or affirmatively decide not to vote, if the Adviser determines that it is in the Master Fund’s best interest. In making such determination, the Adviser will consider (i) the costs associated with exercising the proxy and (ii) any legal restrictions on trading resulting from the exercise of the proxy.

A copy of the Policies is available without charge, upon request, by calling (800) 239-0418. The Fund and the Master Fund are required to file Form N-PX, with the complete proxy voting record for the twelve months ended June 30, no later than August 31 of each year. Once filed, the Forms N-PX will be available: (i) without charge, upon request, by calling (800) 239-0418; or (ii) by visiting the SEC’s website at www.sec.gov.

BROKERAGE

The Master Fund

The Master Fund anticipates that it will execute many of its transactions directly with the Investment Funds and that such transactions ordinarily will not be subject to brokerage commissions. In some instances, however, the Master Fund may incur expenses in connection with effecting its portfolio transactions, including the payment of brokerage commissions or fees payable to Investment Funds or parties acting on behalf of, or at the direction of, Investment Funds. The Master Fund will typically have no obligation to deal with any broker or group of brokers in executing transactions.

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The Master Fund (and the Fund, as an indirect investor in the Master Fund) will bear any commissions or spreads in connection with its portfolio transactions. In selecting brokers and dealers to effect transactions on behalf of the Master Fund, the Adviser will seek to obtain the best price and execution for the transaction, taking into account factors such as price, size of order, difficulty of execution and the operational facilities of a brokerage firm and the firm’s risk in positioning a block of securities. While the Adviser generally will seek reasonably competitive commission rates, the Master Fund will not necessarily be paying the lowest commission available on each transaction. In executing portfolio transactions and selecting brokers or dealers, the Adviser will seek to obtain the best overall terms available for the Master Fund. The Adviser will evaluate the overall reasonableness of brokerage commissions paid based upon its knowledge of available information as to the general level of commission paid by other institutional investors for comparable services.

The Fund paid no brokerage commissions during the fiscal years ended March 31, 2008, 2009 and March 31, 2010, nor were any such commissions paid to any affiliated broker-dealer during such period.

The Investment Funds

Each Investment Manager is responsible for placing orders for the execution of portfolio transactions and the allocation of brokerage for any Investment Fund it manages. Transactions on U.S. stock exchanges and on some non-U.S. stock exchanges involve the payment of negotiated brokerage commissions. On the great majority of non-U.S. stock exchanges, commissions are fixed. No stated commission is generally applicable to securities traded in over-the-counter markets, but the prices of those securities include undisclosed commissions or markups.

The Adviser expects that each Investment Manager will generally select brokers and dealers to effect transactions on behalf of its Investment Fund substantially as described below, although the Adviser can give no assurance that an Investment Manager will adhere to, and comply with, the described practices. The Adviser generally expects that, in selecting brokers and dealers to effect transactions on behalf of an Investment Fund, an Investment Manager will seek to obtain the best price and execution for the transactions, taking into account factors such as price, size of order, difficulty of execution and operational facilities of a brokerage firm and the firm’s risk in positioning a block of securities. Subject to appropriate disclosure, however, Investment Managers of Investment Funds that are not investment companies registered under the 1940 Act may select brokers on a basis other than that outlined above and may receive benefits other than research or that benefit the Investment Manager or the Investment Manager’s other clients rather than its Investment Fund. The Adviser may consider the broker selection process employed by an Investment Manager as a factor in determining whether to invest in its Investment Fund. Each Investment Manager generally will seek reasonably competitive commission rates, but will not necessarily pay the lowest commission available on each transaction.

The Investment Funds may effect portfolio transactions through the Manager, the Adviser or their respective affiliates (or a firm in which the Manager, the Adviser or their respective affiliates may have an interest) as broker or riskless principal if an Investment Manager not affiliated with the Manager, the Adviser or their respective affiliates makes the investment decision and refers the transactions to the Manager, the Adviser or their respective affiliates. The Investment Funds may also effect portfolio transactions with broker-dealers, banks, or other companies acting as principal or agent, in which the Manager, the Adviser or their respective affiliates have an investment. Any fees that the Master Fund will bear as a result of such portfolio transactions will not be reduced or offset to reflect the transaction fees or profits obtained by the Manager, the Adviser or their respective affiliates. Portfolio transactions effected through the Manager, the Adviser or their respective affiliates will be done so in accordance with Section 17(e) of the 1940 Act and Rule 17e-1 thereunder which govern affiliate transactions. However, the Adviser will not influence the Investment Managers’ broker selection process and will not consider an Investment Manager’s use of a broker affiliated with the Manager and/or the Adviser in making investment allocation decisions on behalf of the Master Fund.

The Investment Managers may also invest in securities or other assets or contracts, even though an affiliate of the Manager, the Adviser or a company in which an affiliate of the Manager or the Adviser has an interest, is acting or has acted as an underwriter, syndicate or selling group member, adviser, dealer, placement agent or in other capacities in respect of those securities, assets or contracts.

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Consistent with seeking best price and execution, an Investment Manager may place brokerage orders with brokers that may provide the Investment Manager and its affiliates with supplemental research, market and statistical information, including advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities, and furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts. The expenses of an Investment Manager are not necessarily reduced as a result of the receipt of this supplemental information, which may be useful to the Investment Manager or its affiliates in providing services to clients other than an Investment Fund. In addition, not all of the supplemental information is used by the Investment Manager in connection with an Investment Fund in which the Master Fund invests. Conversely, the information provided to the Investment Manager by brokers and dealers through which other clients of the Investment Manager and its affiliates effect securities transactions may be useful to the Investment Manager in providing services to an Investment Fund.

ADMINISTRATOR

In addition to its role as Manager, PCA serves as administrator to the Fund, the Offshore Fund and the Master Fund. Under the terms of the administration agreements entered into between (i) the Fund and the Administrator, (ii) the Master Fund and the Administrator and (iii) the Offshore Fund and the Administrator (each, an “Administration Agreement” and together, “Administration Agreements”), the Administrator is responsible, directly or through its agents, for providing administrative, accounting, investor and recordkeeping services for the Fund, the Offshore and the Master Fund. Such services include, among other things: convening and calling all meetings of the Board and the Master Fund’s Board and preparing the minutes of such meetings; providing general secretarial services and keeping the books and records of the Fund, the Offshore Fund and the Master Fund; paying all fees and expenses of the Fund, the Offshore Fund and the Master Fund; and supervising the activities of the Sub-Administrator. Further, with respect to the Fund, the Administrator is responsible, directly or through its agents, for the provision of personal Member services and account maintenance services to Members, such as handling of inquiries regarding the Fund; assisting in the enhancement of relations and communications between Members and the Fund; assisting in the maintenance of Members’ accounts with the Fund; assisting in the maintenance of Fund records containing Member information, such as changes of address; and providing other information and Member liaison services at the Fund’s request.

Each Administration Agreement may be terminated by either party to the respective agreement at the end of its initial term or any successive one-year term upon not less than 90 days’ prior written notice.

In consideration of the administrative services provided to the Fund, the Fund will pay the Administrator a fee at an annual rate of 0.25% of the Fund’s net assets, plus an additional $15,000 annually. In addition, in consideration of the administrative services provided to the Master Fund, the Master Fund will pay the Administrator a fee at an annual rate of 0.20% of the Master Fund’s net assets (together, the “Administrative Fee”). The Administrative Fee will accrue monthly and will be paid quarterly out of the Fund’s and the Master Fund’s respective assets, including assets attributable to the Manager and before giving effect to any repurchases of Interest by the Master Fund that have not settled as of the end of the quarter. The Fund as an indirect investor in the Master Fund will bear its pro rata share of the Administrative Fee paid by the Master Fund. The Fund and the Master Fund, respectively, will reimburse the Administrator for out-of-pocket expenses relating to services provided to the Fund and the Master Fund. The parties may, from time to time, renegotiate the Administrative Fee.

The Administrator may waive, at its sole discretion, all or a portion of the Administrative Fee payable by the Fund. Any waiver would be for the benefit of all Members on an equal and pro rata basis. There can be no assurance that the Administrator will waive any portion of the Administrative Fee payable by the Fund.

The Administrator may pay a portion of the Administrative Fee to entities that provide the Fund with ongoing investor services.

The Administration Agreements provide that the Administrator will not be liable to the Fund, the Offshore Fund, the Master Fund or to Members for any liabilities or expenses except those arising out of willful misfeasance, bad faith or gross negligence in the performance of the duties of the Administrator or its agents or those arising by reason of reckless disregard of the duties of the Administrator or its agents. In addition, under the Administration

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Agreements, the Fund, the Offshore Fund and the Master Fund will agree to indemnify the Administrator from and against any and all liabilities and expenses whatsoever arising out of the Administrator’s actions under the Administration Agreements, other than liability and expense arising out of the Administrator’s willful misfeasance, bad faith or gross negligence or reckless disregard of duties.

In accordance with the terms of the Administration Agreements, the Administrator has retained BNY Mellon Investment Servicing (US), Inc., whose principal business is located at 301 Bellevue Parkway, Wilmington, Delaware 19809 , as a sub-administrator pursuant to a sub-administration agreement (the “Sub-Administration Agreement”). The Sub-Administrator assists the Administrator in providing administrative services to the Fund, the Offshore Fund and the Master Fund, including, but not limited to, the preparation of regulatory filings and compliance with all requirements of applicable securities laws, subject to the supervision of the respective Board of Directors. The Sub-Administrator calculates the values of the assets of the Fund and the Master Fund and generally assists on all aspects of the Fund’s, the Offshore Fund’s and the Master Fund’s administration and operation. The Sub-Administrator will generally supply and maintain office facilities (which may be in its own offices), statistical and research data, data processing services, clerical, accounting, bookkeeping and recordkeeping services (including, without limitation, the maintenance of such books and records as are required pursuant to record-keeping requirements under the 1940 Act, except as maintained by the Administrator), internal auditing, executive and administrative services; prepare reports to Members; coordinate the preparation and filing of tax returns; supply financial information and supporting data for reports to and filings with the SEC and various state Blue Sky authorities; supply supporting documentation for meetings of the Board and the Master Fund’s Board; provide monitoring reports and assistance regarding compliance with the Fund’s and the Master Fund’s limited liability company agreements, investment objectives and policies and with federal and state securities laws; arrange for appropriate insurance coverage; calculate net asset values, net income and realized capital gains or losses; negotiate arrangements with, and supervise and coordinate the activities of, agents and others to supply services; establish and maintain bank, custodian and other accounts; maintain a list of Members and generally perform all actions related to the issuance, repurchase and transfer of Interests, including the processing of subscription documentation and evaluating compliance with investor eligibility guidelines; accept payment for the Interests; compute and disseminate the net asset value of the Fund in accordance with the LLC Agreement; prepare for review the annual financial statements of the Fund and the Master Fund, as well as quarterly reports regarding the Fund’s and the Master Fund’s performance and net asset value; and perform additional services, as agreed upon, necessary in connection with the administration of the Fund, the Offshore Fund and the Master Fund.

The Administrator will pay the Sub-Administrator out of its Administrative Fee a quarterly sub-administrative fee. The Administrator is responsible for the payment of the sub-administrative fee. The sub-administrative fee is not an additional expense of the Fund or the Master Fund. The Administrator may terminate the Sub-Administration Agreement upon not less than 90 days’ prior written notice and the Sub-Administrator may terminate such agreement upon not less than 120 days’ prior written notice.

CUSTODIAN

PFPC Trust Company, whose principal business address is 8800 Tinicum Boulevard, 4th floor Philadelphia, PA 19153, serves as the custodian of the Fund’s, the Offshore Fund’s and the Master Fund’s assets pursuant to custodian services agreements with the Fund, the Offshore Fund and the Master Fund, and may maintain custody of such assets with U.S. sub-custodians and foreign custody managers (which may be banks, trust companies, securities depositories and clearing agencies), subject to policies and procedures approved by the Board and the Master Fund’s Board. Under the terms of the custodian services agreements, the Custodian maintains a separate account in the name of the Fund, the Offshore Fund and the Master Fund, holds and transfers portfolio securities on account of the Fund, the Offshore Fund and the Master Fund, accepts receipts and makes disbursements of money on behalf of the Fund, the Offshore Fund and the Master Fund, collects and receives all income and other payments and distributions on account of the Fund’s, the Offshore Fund’s and the Master Fund’s securities, maintains the Master Fund’s subscription agreements from investments made in the Investment Funds, and makes periodic reports to the Board and the Master Fund’s Board concerning the Fund’s, the Offshore Fund’s and the Master Fund’s operations.

In consideration of the custodian services, the Master Fund will pay the Custodian, and the Fund as an indirect investor in the Master Fund will bear its pro rata share of, a fee at an annual rate of 0.03% of the Master Fund’s net assets. The fee will accrue monthly and will be paid monthly out of the Master Fund’s assets, including assets

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attributable to the Manager and before giving effect to any repurchases of Interest by the Master Fund that have not settled as of the end of the quarter. The Fund and the Master Fund will also reimburse the Custodian for out-of-pocket expenses.

ESCROW AGENT

Under the terms of the escrow agreement, the Escrow Agent has established a non-interest bearing escrow account in the name of the Fund and will promptly deposit in the escrow account funds remitted by prospective investors in connection with subscriptions for Interests. In the event a prospective investor is not admitted to the Fund as a Member, the Escrow Agent will promptly issue a refund to such investor in the amount of the investor’s remitted principal balance. In addition, the escrow account will hold funds equal to the value of Interests that have been accepted for repurchase and that the Fund has transferred into the escrow account prior to their payment to Members. The Escrow Agent will be responsible for providing the Fund with periodic account statements and for making distributions to the Fund upon each subscription date and to Members in connection with repurchases. The Fund will reimburse the Escrow Agent for out-of-pocket expenses.

FUND EXPENSES

Fees and expenses borne by the Master Fund (and thus indirectly by the Fund and Members) include:

• All expenses related to the Master Fund’s investment program (other than the Adviser’s own costs), including, but not limited to:

• The Master Fund’s share of fees paid and expenses reimbursed to Investment Managers (including management fees, performance-based fees and redemption or withdrawal fees, however titled or structured);

• All costs and expenses directly related to portfolio transactions and positions for the Master Fund’s account, such as direct and indirect expenses associated with the Master Fund’s investments, including its investments in Investment Funds (whether or not consummated);

• All costs and expenses related to enforcing the Master Fund’s rights in respect of such investments;

• Transfer taxes and premiums;

• Taxes withheld on non-U.S. income;

• Fees for data and software providers;

• Research expenses;

• Brokerage commissions, if applicable in connection with temporary or cash management investments;

• Line of credit and commitment fees and interest expense on loans and debit balances;

• Borrowing charges on securities sold short;

• Dividends on securities sold but not yet purchased; and

• Margin fees;

• Fees and out-of-pocket expenses of the Custodian;

• The Management Fee;

• Operational expenses, including, but not limited to:

• Attorneys’ fees and disbursements;

• Fees and disbursements to accountants and tax professionals and expenses related to the Master Fund’s annual audit and tax return preparation;

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• The portion of the Administrative Fee and the Administrator’s out-of-pocket expenses paid by the Master Fund;

• The costs of errors and omissions, directors’ and officers’ liability insurance and a fidelity bond;

• The costs of preparing and mailing reports and other communications, including proxy, tender offer correspondence or similar materials, to the Master Fund’s members;

• Fees and travel expenses of Directors relating to meetings of the Master Fund’s Board and committees thereof;

• Fees and travel expenses of the Chief Compliance Officer; and

• Any extraordinary expenses, including indemnification expenses.

Fees and expenses borne by the Fund (and thus indirectly by Members) include:

• Operational expenses, including, but not limited to:

• Any interest expense;

• Attorneys’ fees and disbursements;

• Fees and disbursements to accountants and expenses related to the Fund’s annual audit;

• The Administrative Fee and the Administrator’s out-of-pocket expenses paid by the Fund;

• Escrow fees and related expenses;

• The costs of errors and omissions, directors’ and officers’ liability insurance and a fidelity bond;

• The costs of preparing and mailing reports and other communications, including proxy, tender offer correspondence or similar materials, to Members;

• Fees and travel expenses of Directors relating to meetings of the Board and committees thereof;

• Fees and travel expenses of the Chief Compliance Officer; and

• Any extraordinary expenses, including indemnification expenses;

• The ongoing offering costs incurred in connection with the periodic offers of Interests; and

• The Incentive Fee, if any.

The performance-based fee will be calculated on a basis that includes realized and unrealized appreciation of assets and may be greater than if they were based solely on realized gains.

The Offshore Fund has minimal expenses, and the Manager has agreed to bear all operational expenses of the Offshore Fund.

Investment Funds will bear various expenses in connection with their operations similar to those incurred by the Fund and the Master Fund. Investment Managers generally will assess asset-based fees to and receive performance-based fees from the Investment Funds (or their investors), which effectively will reduce the investment return of the Investment Funds. These expenses and fees will be in addition to those incurred by the Fund and the Master Fund themselves. As an indirect investor in the Investment Funds, the Fund will bear its proportionate share of the expenses and fees of the Investment Funds, including any performance-based fees payable to the Investment Managers.

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CAPITAL ACCOUNTS AND ALLOCATIONS

Capital Accounts

The Fund maintains a separate capital account for each Member (including the Manager, the Adviser or any of their respective affiliates to the extent any of them contributes capital to the Fund as a Member). Each such capital account will have an opening balance equal to the Member’s initial contribution to the capital of the Fund and will be increased by the sum of any additional contributions by the Member to the capital of the Fund, plus any amounts credited to the Member’s capital account as described below. Each Member’s capital account will be reduced by the sum of the amount paid to the Member on any repurchase by the Fund of an Interest, or portion of an Interest, held by the Member, plus the amount of any distributions to the Member that are not reinvested, plus any amounts debited from the Member’s capital account as described below.

Capital accounts of Members are adjusted as of the close of business on the last day of each of the Fund’s fiscal periods. Fiscal periods begin on the day after the last day of the preceding fiscal period and end at the close of the Fund’s business on the first to occur of the following: (1) the last day of a fiscal year of the Fund; (2) the last day of a taxable year of the Fund; (3) the day preceding any day on which a contribution to the capital of the Fund is made; (4) any day on which the Fund repurchases any Interest or portion of an Interest; (5) the day on which a substituted Member is admitted; (6) any day on which any amount is credited to or debited from the capital account of a Member other than an amount to be credited to or debited from the capital account of all Members in accordance with their “investment percentages;” or (7) the last day of a fiscal period of the Master Fund. The Fund will calculate an “investment percentage” for each Member as of the start of each fiscal period by dividing the balance of the Member’s capital account as of the commencement of the period by the sum of the balances of all capital accounts of all Members as of that date.

The Fund’s indirect share of the Management Fee will decrease the value of the Fund’s investment in the Offshore Fund, and, as a consequence, will be reflected in the Members’ capital accounts (including the capital accounts of the Adviser and the Manager or any of their respective affiliates to the extent any of them holds an Interest) as a reduction to net profits or an increase to net losses credited to or debited from such capital accounts.

Allocation of Net Profits and Net Losses

Net profits or net losses of the Fund for each of its fiscal periods will be allocated among and credited to or debited from the capital accounts of all Members as of the last day of the fiscal period in accordance with Members’ investment percentages for the fiscal period. Net profits or net losses will be measured as the net change in the value of the net assets of the Fund, including any net unrealized appreciation or depreciation of the Fund’s investment in the Offshore Fund, realized income and gains or losses in respect of the Fund’s investment in the Offshore Fund and accrued expenses of the Fund, before giving effect to any repurchases by the Fund of Interests or portions of Interests, and excluding the amount of any items to be allocated among the capital accounts of the Members other than in accordance with the Members’ investment percentages. The amount of net profits, if any, allocated to a Member may be reduced by the Member’s share of the Manager’s Incentive Fee. Allocations for U.S. federal income tax purposes generally will be made among the Members so as to reflect equitably the amounts credited or debited to each Member’s capital account for the current and prior fiscal years.

Allocation of Special Items—Certain Withholding Taxes and Other Expenditures

Withholding taxes or other tax obligations incurred by the Fund that are attributable to any Member will be debited from the capital account of that Member as of the close of the fiscal period during which the Fund paid those obligations, and any amounts distributable at or after that time to the Member (if any) will be reduced by the amount of those taxes. If the amount of those taxes is greater than the distributable amounts, then the Member and any successor to the Member’s Interest is required to pay upon demand to the Fund, as a contribution to the capital of the Fund, the amount of the excess. The Fund is not obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Member, although in the event that the Fund determines that a Member is eligible for a refund of any withholding tax, it may, at the request and expense of the Member, assist the Member in applying for the refund.

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Any expenditures payable by the Fund, to the extent paid or withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Members, will generally be charged to only those Members on whose behalf the payments are made or whose circumstances gave rise to the payments. These charges will be debited to the capital accounts of the applicable Members as of the close of the fiscal period during which the items were paid or accrued by the Fund.

Reserves

Appropriate reserves may be created, accrued and charged against net assets and proportionately against the capital accounts of the Members for contingent liabilities as of the date the contingent liabilities become known to the Fund. Reserves will be in such amounts (subject to increase or reduction) that the Fund may deem necessary or appropriate. The amount of any reserves and any increase or decrease in them will be proportionately charged or credited, as appropriate, to the capital accounts of those investors who are Members at the time when the reserves are created, increased or decreased, except that, if the reserves, or any increase or decrease in them, exceeds the lesser of $500,000 or 1.0% of the aggregate value of the capital accounts of all those Members, the amount of the reserve, increase or decrease may instead be charged or credited to those investors who were Members at the time, as determined by the Fund, 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.

Net Asset Valuation

The Fund and the Offshore Fund will compute their net asset value as of the last business day of each “fiscal period” (as defined under “—Capital Accounts”). Such computation is expected to occur on a monthly basis and other times at the Board’s discretion. In determining its net asset value, the Fund and the Offshore Fund will value their investments as of such fiscal period-end. The net asset value of the Fund and the Offshore Fund will equal the value of the assets of the Fund and the Offshore Fund, respectively, less all of each entity’s respective liabilities, including accrued fees and expenses. The value of a Member’s capital account will equal the net asset value of the Fund, multiplied by such Member’s investment percentage. The assets of the Fund will consist of its interest in the Offshore Fund. In computing its net asset value, the Fund will value its interest in the Offshore Fund at the value of the Offshore Fund’s interest in the Master Fund, and the Offshore Fund will value its interest in the Master Fund at the net asset value provided by the Master Fund to the Offshore Fund and the Fund.

The net asset value of the Master Fund will equal the value of the total assets of the Master Fund less all of its liabilities, including accrued fees and expenses. The Master Fund’s Board has approved procedures pursuant to which the Master Fund will value its investments in Investment Funds at fair value. The Board is responsible for implementing the procedures and serves as the formal oversight body for the valuation of the Fund’s and Master Fund’s securities. Among other things, the Board is responsible for reviewing the procedures and the Adviser’s methodologies for determining a security’s value, as well as for reviewing other information provided by the Adviser and the Manager’s fair valuation committee regarding valuation determinations. In accordance with the procedures adopted by the Board, fair value as of each fiscal period-end ordinarily will be the value determined as of such fiscal period-end for each Investment Fund in accordance with the Investment Fund’s valuation policies and reported at the time of the Master Fund’s valuation. As a general matter, the fair value of the Master Fund’s interest in an Investment Fund will represent the amount that the Master Fund could reasonably expect to receive from an Investment Fund if the Master Fund’s interest were redeemed at the time of valuation, based on information reasonably available at the time the valuation is made and that the Master Fund believes to be reliable. In the event that an Investment Fund does not report a fiscal period-end value to the Master Fund on a timely basis, the Master Fund would determine the fair value of such Investment Fund based on the most recent value reported by the Investment Fund, as well any other relevant information available at the time the Master Fund values its portfolio. Any values reported as “estimated” or “final” values will reasonably reflect market values of securities for which market quotations are available or fair value as of the Master Fund’s valuation date.

Prior to investing in any Investment Fund, the Adviser will conduct a due diligence review of the valuation methodology utilized by the Investment Fund, which as a general matter will utilize market values when available and will otherwise utilize principles of fair value that the Adviser reasonably believes to be consistent with industry practice and compatible with the valuation methods used by the Master Fund for valuing its own investments. The Adviser is required to make an affirmative determination that using the valuation methodology of the Investment Fund to value the Master Fund’s investment in such Fund is not inconsistent with the Adviser’s and the Master Fund

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Board’s fiduciary obligations under the Advisers Act and the 1940 Act. Prior to investing in any Investment Fund, the Adviser will also confirm that the Investment Fund is obligated to inform its investors, in a timely fashion, of any material changes to its valuation methodology.

The Master Fund’s valuation procedures require the Adviser to consider all relevant information available at the time the Master Fund values its portfolio. The Adviser and/or the Master Fund’s Board will consider such information and may conclude in certain circumstances that the information provided by the Investment Manager of an Investment Fund does not represent the fair value of the Master Fund’s interests in the Investment Fund.

As part of its consideration of all relevant information, the Adviser monitors all Investment Funds and compares the individual monthly results of each Investment Fund with that of other hedge fund managers that use the same type of investment strategy. In circumstances where an Investment Fund’s performance is not in line with its peer group, the Adviser will contact the Investment Manager and attempt to find a logical and reasonable explanation for the disparity in returns. Any outlying results, either positive or negative, are followed up with the Investment Manager to determine the cause and to see if further review of the situation is required. If, based on relevant information available to the Adviser at the time the Master Fund values its portfolio, the Adviser concludes that the value provided by the Investment Fund does not represent the fair value of the Master Fund’s interests in the Investment Fund, the Adviser will take steps to recommend a fair value for the Master Fund’s interests in the Investment Fund to the Master Fund’s Board for its consideration.

Although the procedures approved by the Master Fund’s Board provide that the Adviser will review the valuations provided by the Investment Managers to the Investment Funds, neither the Adviser nor the Master Fund’s Board will be able to confirm independently the accuracy of valuations provided by such Investment Managers (which are unaudited). The Adviser does not generally have access to all necessary financial and other information relating to the Investment Funds, including information about the securities in which the Investment Funds invest or their valuation, in order to determine independently the Investment Funds’ net asset values.

The Master Fund’s interest in an Investment Fund is valued at an amount equal to the Master Fund’s capital account in the Investment Fund which issued such interest, as determined pursuant to the instrument governing such issuance. As a general matter, the governing instruments of the Investment Funds in which the Master Fund invests provide that any securities or investments which are illiquid, not traded on an exchange or in an established market or for which no value can be readily determined, will be assigned such fair value as the respective Investment Managers may determine in their judgment based on various factors. Such factors depend on the type of security being valued and include, but are not limited to, aggregate dealer quotes or independent appraisals. Such valuations may not be indicative of what actual fair market value would be in an active, liquid or established market. Prospective investors should be aware that Investment Managers may face a conflict of interest in valuing the Investment Fund’s securities because the values given to the securities will affect the Investment Managers’ compensation.

Although redemptions of interests in Investment Funds are subject to advance notice requirements, Investment Funds will typically make available net asset value information to holders which will represent the price at which, even in the absence of redemption activity, the Investment Fund would have effected a redemption if any such requests had been timely made or if, in accordance with the terms of the Investment Fund’s governing documents, it would be necessary to effect a mandatory redemption. Following procedures adopted by the Master Fund’s Board, in the absence of specific transaction activity in interests in a particular Investment Fund, the Master Fund would consider whether it was appropriate, in light of all relevant circumstances, to value such a position at its net asset value as reported at the time of valuation, or whether to adjust such value to reflect a premium or discount to net asset value. In accordance with generally accepted accounting principles and industry practice, the Master Fund may not always apply a discount in cases where there was no contemporaneous redemption activity in a particular Investment Fund. In other cases, as when an Investment Fund imposes extraordinary restrictions on redemptions, or when there have been no recent transactions in Investment Fund interests, the Master Fund may determine that it was appropriate to apply a discount to the net asset value of the Investment Fund. Any such decision would be made in good faith, and subject to the review and supervision of the Master Fund’s Board.

The valuations reported by the Investment Managers of the Investment Funds, upon which the Master Fund calculates its fiscal period-end net asset value, may be subject to later adjustment, based on information reasonably available at that time. For example, fiscal year-end net asset value calculations of the Investment Funds are audited

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by those funds’ independent auditors and may be revised as a result of such audits. Other adjustments may occur from time to time. Such adjustments or revisions, whether increasing or decreasing the net asset value of the Master Fund at the time they occur, because they relate to information available only at the time of the adjustment or revision, will not affect the amount of the repurchase proceeds of the Fund received by Members whose Interests were repurchased prior to such adjustments and who received their repurchase proceeds. As a result, to the extent that such subsequently adjusted valuations from the Investment Managers or revisions to net asset value of an Investment Fund adversely affect the Master Fund’s net asset value, the outstanding Interests will be adversely affected by prior repurchases to the benefit of Members whose Interests were repurchased at a net asset value higher than the adjusted amount. Conversely, any increases in the net asset value of the Interests resulting from such subsequently adjusted valuations will be entirely for the benefit of the outstanding Interests and to the detriment of Members whose Interests were previously repurchased at a net asset value per Interest lower than the adjusted amount. The same principles apply to the purchase of Interests. New Members may be affected in a similar way.

The procedures approved by the Master Fund’s Board provide that, where deemed appropriate by the Adviser and consistent with the rules governing valuation of portfolio securities under the 1940 Act, investments in Investment Funds may be valued at cost. Cost would be used only when cost is determined to best approximate the fair value of the particular security under consideration. For example, cost may not be appropriate when the Master Fund is aware of sales of similar securities to third parties at materially different prices or in other circumstances where cost may not approximate fair value (which could include situations where there are no sales to third parties). In such a situation, the Master Fund’s investment will be revalued in a manner that the Adviser, in accordance with procedures approved by the Master Fund’s Board, determines in good faith best reflects approximate fair value. The Master Fund’s Board will oversee the valuation policies utilized by the Adviser as to their fairness to the Master Fund and consistency with the Master Fund’s valuation procedures.

To the extent the Adviser invests the assets of the Master Fund in securities or other instruments that are not investments in Investment Funds, the Master Fund will generally value such assets as described below. Securities traded on one or more of the U.S. national securities exchanges, the Nasdaq Stock Market or the OTC Bulletin Board will be valued at their last composite sale prices as reported at the close of trading on the exchanges or markets where such securities are traded for the business day as of which such value is being determined. Securities traded on a foreign securities exchange will generally be valued at their last sale price on the exchange where such securities are primarily traded. If no sales of particular securities are reported on a particular day, the securities will be valued based on their composite bid prices for securities held long, or their composite ask prices for securities held short, as reported by the appropriate exchange, dealer, or pricing service. Redeemable securities issued by a registered open-end investment company will be valued at the investment company’s net asset value per share. Other securities for which market quotations are readily available will generally be valued at their bid prices, or ask prices in the case of securities held short, as obtained from the appropriate exchange, dealer, or pricing service. If market quotations are not readily available, securities and other assets will be valued at fair value as determined in good faith in accordance with procedures approved by the Master Fund’s Board.

In general, fair value represents a good faith approximation of the current value of an asset and will be used when there is no public market or possibly no market at all for the asset. The fair values of one or more assets may not be the prices at which those assets are ultimately sold. In such circumstances, the Adviser and/or the Master Fund’s Board will reevaluate its fair value methodology to determine, what, if any, adjustments should be made to the methodology.

Debt securities will be valued in accordance with the Master Fund’s valuation procedures, which generally provide for using a third-party pricing system, agent, or dealer selected by the Adviser, which may include the use of valuations furnished by a pricing service that employs a matrix to determine valuations for normal institutional size trading units. The Master Fund’s Board will oversee the Adviser’s process for monitoring the reasonableness of valuations provided by any such pricing service. Debt securities with remaining maturities of 60 days or less, absent unusual circumstances, will be valued at amortized cost, so long as the Master Fund’s Board determines that such valuations represent fair value.

Assets and liabilities initially expressed in foreign currencies will be converted into U.S. dollars using foreign exchange rates provided by a pricing service. Trading in foreign securities generally is completed, and the values of such securities are determined, prior to the close of securities markets in the United States. Foreign exchange rates are also determined prior to such close. On occasion, the values of securities and exchange rates may be affected by

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events occurring between the time as of which determination of such values or exchange rates are made and the time as of which the net asset value of the Master Fund is determined. When such events materially affect the values of securities held by the Master Fund or its liabilities, such securities and liabilities may be valued at fair value as determined in good faith in accordance with procedures approved by the Master Fund’s Board.

The Adviser or its affiliates act as investment adviser to other clients that may invest in securities for which no public market price exists. Valuation determinations by the Adviser or its affiliates for other clients may result in different values than those ascribed to the same security owned by the Master Fund. Consequently, the fees charged to the Master Fund and other clients may be different, since the method of calculating the fees takes the value of all assets, including assets carried at different valuations, into consideration.

Expenses of the Master Fund, including the Management Fee and the costs of any borrowings, are accrued on a monthly basis on the day net asset value is calculated and taken into account for the purpose of determining net asset value.

Situations involving uncertainties as to the value of portfolio positions could have an adverse effect on the Master Fund’s net assets if the determinations by the Master Fund’s Board, the Adviser, or Investment Managers to the Investment Funds should prove incorrect. Also, Investment Managers will only provide determinations of the net asset value of Investment Funds on a monthly basis. The Adviser typically receives information from the Investment Managers as of month-end, within fifteen business days after month-end. Therefore, it will not be possible to determine the net asset value of the Master Fund more frequently.

CONFLICTS OF INTEREST

The Manager, an asset management firm and its parent company, PNC (together with their affiliates and subsidiaries) are involved in a broad spectrum of financial services and asset management activities. Affiliates of the Manager are engaged in a variety of businesses, including merchant banking, investment banking, brokerage, investment advisory and asset management, and other similar activities that may conflict with the interests of the Master Fund, the Offshore Fund, the Fund or the Members in the ordinary course of business. Affiliates of the Manager and PNC may invest in and have other relationships with the Investment Funds in which the Fund will invest that may give rise to potential conflicts. Affiliates of the Manager may, for example, enter into transactions, as principal, with any of the Investment Funds, including derivative transactions, or perform routine broker-dealer transactions. Other relationships may include, but are not limited to, lending transactions in which the affiliate provides financing, serving as agent or prime broker and the provision of general financial advisory services to an Investment Fund. In addition, situations may arise in which an affiliate believes that, to protect its own commercial interests, it may be necessary to take action with respect to an Investment Fund, and therefore detrimental to investors in such Investment Fund, and therefore detrimental to members of the Fund.

The Adviser also engages in activities which may conflict with the interests of the Master Fund, the Offshore Fund, the Fund or the Members.

In addition, the Investment Managers of the Investment Funds to which the Master Fund allocates its assets, and their affiliates may have clients, businesses and interests in addition to managing the assets of the Investment Funds. The discussion below sets out certain conflicts of interest that may arise; conflicts of interest not described below may also exist. Neither the Manager nor the Adviser can give any assurance that any conflicts of interest will be resolved in favor of the Master Fund, the Offshore Fund, the Fund or the Members. In acquiring an Interest, a Member will be deemed to have acknowledged the existence of potential conflicts of interest relating to the Manager, the Adviser and the Investment Managers, and to the Fund’s operating in the face of those conflicts.

Transactions by the Adviser and the Manager

The Adviser, the Manager and their respective affiliates may pursue acquisitions of assets and businesses and identification of investment opportunities in connection with their existing businesses or a new line of business without first offering the opportunity to the Fund or the Master Fund. Such an opportunity could include a business that competes with the Fund, the Master Fund or an Investment Fund in which the Master Fund has invested or proposes to invest.

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Compensation for Services

The Manager, the Adviser or their respective affiliates may seek to perform investment banking and other financial services for, and will receive compensation from, Investment Funds, the sponsors of Investment Funds, companies in which Investment Funds invest, or other parties in connection with transactions related to those investments or otherwise. This compensation could include financial advisory fees, as well as underwriting or placement fees, financing or commitment fees and brokerage fees. Investment banking and other financial services compensation will not be shared with the Fund, the Master Fund or Members and may be paid before the Fund realizes a return on its investment. The Manager, the Adviser or their respective affiliates may have an incentive to cause investments to be made, managed or realized in seeking to advance the interests of a client other than the Master Fund or to earn compensation. The Manager, the Adviser or their respective affiliates may also act as prime broker for Investment Funds.

Asset Management Activities

The Adviser, the Manager or their respective affiliates conduct a variety of asset management activities, including sponsoring or advising both registered and unregistered investment funds. Those activities may also include managing assets of employee benefit plans that are subject to ERISA and related regulations. The Manager’s investment management activities may present conflicts if the Fund or the Master Fund and these other investment or pension funds either compete for the same investment opportunity or pursue investment strategies counter to each other.

Voting Rights in Investment Funds

From time to time, sponsors of Investment Funds may seek the approval or consent of an Investment Fund’s investors in connection with certain matters. In such a case, the Adviser will have the right to vote in its discretion the interest in the Investment Fund held by the Master Fund, on behalf of the Master Fund. The Adviser will consider only those matters it considers appropriate in taking action with respect to the approval or consent. Business relationships may exist between the Adviser and its affiliates, on the one hand, and the Investment Managers and affiliates of the Investment Funds, on the other hand, other than as a result of the Master Fund’s investment in the Investment Funds. As a result of these existing business relationships, the Adviser may face a conflict of interest acting on behalf of the Master Fund.

The Master Fund may, for regulatory reasons, limit the amount of voting securities it holds in any particular Investment Fund, and may as a result hold substantial amounts of non-voting securities in a particular Investment Fund. The Master Fund’s lack of ability to vote may result in a decision for an Investment Fund that is adverse to the interests of the Fund and the Members. In certain circumstances, the Master Fund may waive voting rights or elect not to exercise them, such as to achieve compliance with U.S. bank holding company laws and federal securities laws.

Client Relationships

The Manager, the Adviser, and their respective affiliates have existing and potential relationships with a significant number of sponsors and managers of Investment Funds, corporations and institutions. In providing services to its clients and the Master Fund, the Manager and the Adviser may face conflicts of interest with respect to activities recommended to or performed for the clients, the Master Fund, the Fund, the Members and/or the Investment Funds. In addition, these client relationships may present conflicts of interest in determining whether to offer certain investment opportunities to the Master Fund.

Confidential Information

Due to the relationship with various third parties, affiliates of the Manager or the Adviser may have access to information regarding the Investment Funds in which the Master Fund invests. Members should be aware, however, that the Manager and the Adviser will generally be unable to access such information due to confidentiality, “Ethical Wall” or other legal considerations. As a result, the Manager and the Adviser may sometimes make investment decisions different than those they would make if they had such access, and such decisions may result in a material loss to the Fund. The Manager’s and the Adviser’s affiliates are not required to, and are generally prohibited from, affording the Manager or the Adviser access to all relevant information they may possess.

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The Manager or the Adviser may from time to time come into possession of confidential information relating to an Investment Fund which the Manager and the Adviser will not use for the benefit of the Fund, due to confidentiality concerns or legal considerations. In addition, the Adviser may also develop analyses or opinions of one or more Investment Funds, and buy or sell interests in one or more Investment Funds, on behalf of other “funds of hedge funds” operated by the Adviser but not on behalf of the Fund. The Adviser regards its analyses as proprietary and confidential, and will not disclose its opinions or purchase and sale activities regarding any Investment Fund except to investors in the periodic reports distributed by the Adviser.

Incentive Fee and Performance-Based Fees of Investment Managers

Investment Managers may receive performance-based fees in the event that the relevant Investment Fund generates net profits. Likewise, the Adviser may receive a portion of the Incentive Fee if the Fund generates net profits. The fact that the performance-based fees and the Incentive Fee are payable or made out of net profits may create an incentive for an Investment Manager or the Adviser to make investments that are riskier and more speculative than they otherwise would make in the absence of such performance-based compensation.

Related Funds

Personnel of the Adviser, the Manager and their respective affiliates provide advisory services to various other funds that utilize an investment program that is substantially similar to that of the Fund and the Master Fund. Conflicts of interest may arise for the Adviser or the Manager in connection with certain transactions involving investments by the Master Fund in Investment Funds, and investments by other funds advised by the Adviser, or sponsored or managed by the Manager, in the same Investment Funds. Conflicts of interest may also arise in connection with investments in the Fund by other funds advised or managed by the Adviser, the Manager or their respective affiliates. Such conflicts could arise, for example, with respect to the timing, structuring and terms of such investments and the disposition of them. The Adviser or an affiliate may determine that an investment in an Investment Fund is appropriate for a particular client or for itself or its officers, directors, members or employees, but that the investment is not appropriate for the Master Fund. Situations also may arise in which the Adviser or an affiliate, or their clients, have made investments that would have been suitable for investment by the Master Fund but, for various reasons, were not pursued by, or available to, the Master Fund. The investment activities of the Adviser, its affiliates and any of their respective officers, directors, members or employees may disadvantage the Master Fund in certain situations, if among other reasons, the investment activities limit the Master Fund’s ability to invest in a particular Investment Fund.

Management of the Fund and the Master Fund

Personnel of the Adviser, the Manager and their affiliates will devote such time as the Adviser, the Manager and their affiliates, in their discretion, deem necessary to carry out the operations of the Fund, the Offshore Fund and the Master Fund effectively. Officers and employees of the Manager and its affiliates will also work on other projects for PNC and its other affiliates (including other clients served by the Manager and its affiliates) and conflicts of interest may arise in allocating management time, services or functions among the affiliates.

Other Clients Advised by Investment Managers of the Investment Funds

Conflicts of interest may arise from the fact that the Investment Managers of the Investment Funds and their affiliates generally will be carrying on substantial investment activities for other clients, including other investment funds, in which the Master Fund will have no interest. The Investment Managers may have financial incentives to favor certain of such accounts over the Investment Funds. Any of their proprietary accounts and other customer accounts may compete with the Investment Funds for specific trades, or may hold positions opposite to positions maintained on behalf of the Investment Fund. The investment advisers of the Investment Funds may give advice and recommend securities to, or buy or sell securities for, an Investment Fund in which the Master Fund has invested, which advice or securities may differ from advice given to, or securities recommended or bought or sold for, other accounts and customers even though their investment objectives may be the same as, or similar to, those of the Investment Fund in which the Master Fund is invested.

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Allocation of Investment Opportunities by Investment Managers

Each Investment Manager of an Investment Fund will evaluate a variety of factors that may be relevant in determining whether a particular investment opportunity or strategy is appropriate and feasible for the relevant Investment Fund and accounts under management at a particular time, including, but not limited to, the following:

(i) the nature of the investment opportunity taken in the context of the other investments at the time; (ii) the liquidity of the investment relative to the needs of the particular entity or account; (iii) the availability of the opportunity (i.e., size of obtainable position); (iv) the transaction costs involved; and (v) the investment or regulatory limitations applicable to the particular entity or account. Because these considerations may differ, the investment activities of an Investment Fund, on the one hand, and the managed accounts, on the other hand, may differ considerably from time to time. In addition, the fees and expenses of the Investment Fund may differ from those of the other managed accounts. Accordingly, prospective Members should note that the future performance of an Investment Fund and its Investment Manager’s other accounts will vary.

“Soft Dollar” Payments

Each Investment Manager will select the brokers utilized by the Investment Funds. Any Investment Manager may engage in “soft dollar” practices whether or not such practices fall within the soft dollar safe harbor established by Section 28(e) of the Exchange Act which permits the payment of a brokerage commission amount in excess of the amount that would have been charged by another broker or dealer, as long as such amount was determined in good faith to be reasonable in relation to the value of the services provided. Thus, an Investment Manager may receive “brokerage and related services” covered by such safe harbor as well as office space, overhead expense reimbursement, and similar benefits not covered by such safe harbor. In doing so, the Investment Managers may pay higher commissions than those charged by brokers that do not provide such services or benefits.

Proprietary Trading

Each Investment Manager and its principals, officers, employees, and affiliates, may buy and sell securities or other investments for their own accounts and may have actual or potential conflicts of interest with respect to investments made on behalf of the Master Fund or an Investment Fund. As a result of differing trading and investment strategies or constraints, principals, officers, employees, and affiliates of the Investment Manager may take positions that are the same, different, or made at a different time than positions taken for the Investment Fund.

Participation in Investment Opportunities

The Adviser will consider the Master Fund for all appropriate investment opportunities available to it. Similarly, the Adviser anticipates that each Investment Manager will consider participation by the Master Fund, or an Investment Fund in which the Master Fund participates, in all appropriate opportunities that are also under consideration by the Investment Funds and other accounts managed by the Investment Managers, other than the Master Fund (“Other Client Accounts”), that pursue investment programs similar to that of the Master Fund. Circumstances may arise, however, under which the Adviser or an Investment Manager will cause its Other Client Accounts to commit a larger percentage of their assets to an investment opportunity than to which they will commit assets of the Master Fund or an Investment Fund. Circumstances may also arise under which an Investment Manager will consider participation by its Other Client Accounts in investment opportunities in which they do not to invest on behalf of the Master Fund or an Investment Fund, or vice versa.

Certain investment activities conducted by the Manager, the Adviser, or the Investment Managers for the Other Client Accounts may be disadvantageous to the Master Fund. These situations may arise as a result of, among other things: (1) legal restrictions on the combined size of positions that may be taken for the Master Fund, or an Investment Fund in which the Master Fund participates and/or Other Client Accounts (collectively, “Co-Investors” and, individually, a “Co-Investor”), limiting the size of the Master Fund’s or an Investment Fund’s position; (2) legal prohibitions on the Co-Investors’ participating in the same instruments; (3) the difficulty of liquidating an investment for a Co-Investor when the market cannot absorb the sale of the combined positions; and (4) the determination that a particular investment is warranted only if hedged with an option or other instrument and the availability of those options or other instruments is limited.

The Manager, the Adviser, each Investment Manager, and their respective principals, officers, employees and affiliates, may buy and sell securities or other investments for their own accounts and may face conflicts of interest with respect to investments made on behalf of the Master Fund or an Investment Fund in which the Master Fund participates. As a result of differing trading and investment strategies or constraints, principals, officers, employees and affiliates of the Investment Manager may take positions that are the same, different from or made at different times than positions taken for the Master Fund or an Investment Fund.

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The Manager, the Adviser, the Investment Managers or their respective affiliates may from time to time provide investment advisory or other services to private investment funds and other entities or accounts managed by the Adviser or its affiliates. In addition, Investment Managers or their affiliates may from time to time receive research products and services in connection with the brokerage services that affiliates of the Adviser may provide to one or more Investment Funds or the Master Fund.

Other Matters

An Investment Manager may from time to time cause an Investment Fund to effect certain principal transactions in securities with one or more Other Client Accounts, subject to certain conditions. For example, these transactions may be made in circumstances in which the Investment Manager determined it was appropriate for the Investment Fund to purchase and an Other Client Account to sell, or the Investment Fund to sell and an Other Client Account to purchase, the same security or instrument on the same day. Future investment activities of the Investment Managers, or their affiliates, and the principals, partners, directors, officers or employees of the foregoing, may give rise to additional conflicts of interest.

The Adviser, its affiliates and their directors, officers and employees, may buy and sell securities or other investments for their own accounts, including interests in Investment Funds, and may have conflicts of interest with respect to investments made by the Adviser on behalf of the Master Fund. As a result of differing trading and investment strategies or constraints, directors, officers and employees of the Adviser or its affiliates may take positions that are the same, different from or made at different times from positions taken for the Master Fund. To lessen the possibility that this personal trading will adversely affect the Master Fund, the Master Fund, the Manager and the Adviser each adopted a Code of Ethics that restricts securities trading in the personal accounts of investment professionals and others who normally come into possession of information regarding the Master Fund’s portfolio transactions. See “Codes of Ethics.”

The Adviser and its affiliates will not purchase securities or other property from, or sell securities or other property to, the Fund, the Offshore Fund or the Master Fund. Future investment activities of the Manager, the Adviser and their respective affiliates and their principals, partners, directors, officers or employees may give rise to conflicts of interest other than those described above.

SUBSCRIPTIONS FOR INTERESTS

Subscription Terms

Subscriptions for Interests are accepted as of the first business day of each calendar month. A prospective investor must submit to the Fund a completed investor application together with payment in the full amount of the subscription no later than at the close of business (5:00 p.m. Eastern time) on the third business day prior to the applicable subscription date. Although the Fund may accept, in its sole discretion, a subscription prior to actual receipt of payment, an investor may not become a Member until payment has been received. Any amounts received in advance of the subscription date will be placed in a non-interest bearing escrow account with the Escrow Agent prior to their investment in the Fund.

The Fund reserves the right to reject, in its sole discretion, any subscription. The Fund also reserves the right, in its sole discretion, not to accept future subscriptions at any time and from time to time.

The minimum initial investment in the Fund from each investor is $75,000, and the minimum additional investment in the Fund is $10,000. The Fund may reduce these minimum initial and additional investment amounts with respect to individual investors or classes of investors (for example, with respect to certain key employees, officers or directors of the Fund, the Master Fund, the Adviser, the Manager or their affiliates). The Fund may accept investments for any lesser amount under certain circumstances, including where an investor has significant assets under the management of the Manager or its affiliate, in the case of regular follow-on investments and other special circumstances that may arise.

The Fund may, in its discretion, repurchase a Member’s entire Interest if the Member’s capital account balance in the Fund, as a result of repurchase or transfer requests by the Member, falls below $50,000 in order to help prevent operational inefficiencies and expense with respect to account administration. There may be instances in which the Fund may choose not to repurchase a Member’s entire Interest despite such capital account balance

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shortfall, including cases in which it is anticipated that the Member’s capital account balance will only temporarily fall below $50,000, the Member’s capital account balance taken together with the Member’s investments through related accounts exceeds $50,000, the Member has significant assets under management of the Manager or its affiliate, and in other special circumstances.

Except as otherwise permitted by the Board, Members must make initial and additional contributions to the capital of the Fund in cash, and transmit all contributions by the time and in the manner that is specified in the subscription documents of the Fund. Initial and additional contributions to the capital of the Fund will be payable in one installment. Although the Fund may accept contributions of securities in the sole discretion of the Board, the Fund has no intention at present of accepting contributions of securities. If the Fund chooses to accept a contribution of securities, the securities would be valued in the same manner as the Fund values its other assets.

Each new Member must agree to be bound by all of the terms of the LLC Agreement by signing an investor application. Each potential investor must also represent and warrant in the investor application, among other things, that the investor is an “Eligible Investor” as described below and is purchasing an Interest for its own account, and not with a view to the distribution, assignment, transfer or other disposition of the Interest.

Eligible Investors

Each prospective investor in the Fund must certify to the Fund that the investor is a “qualified client” within the meaning of Rule 205-3 under the Advisers Act. A “qualified client” means a company (other than an investment company) that has a net worth of more than $1.5 million, or that meets certain other qualification requirements.

Because the Fund is designed for investment by tax-exempt investors, investors must be: (1) a pension, profit-sharing, or other employee benefit trust that is exempt from taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of qualification under Section 401 of the Code; (2) an employee benefit plan or other program established pursuant to Sections 403(b), 408(k) or 457 of the Code; (3) a deferred compensation plan established by a corporation, partnership, non-profit entity or state and local government, or government-sponsored program, in each case, which is generally exempt from U.S. federal income tax; (4) a foundation, endowment or other organization that is exempt from taxation under Section 501(c) of the Code (other than an organization exempt under Section 501(c)(1)); (5) an IRA (including regular IRA, spousal IRA for non-working spouse, Roth IRA and rollover IRA); or (6) a state college or university.

Investors who meet the qualifications set forth above are referred to in this prospectus as “Eligible Investors.”

Existing Members subscribing for additional Interests will be required to qualify as Eligible Investors at the time of each additional subscription.

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.

Distribution Arrangements and Sales Loads

The Distributor is a wholly-owned subsidiary of Foreside Financial Group, LLC and maintains its principal office at Three Canal Plaza, Suite 100, Portland, ME 04101. Interests may be purchased through the Distributor or through broker-dealers and intermediaries that have entered into selling agreements with the Distributor.

Pursuant to the Distribution Agreement between the Fund and the Distributor, the Distributor serves in its capacity on a best-efforts basis, subject to various conditions. The Distributor may solicit orders for Interests on behalf of the Fund and will engage in any activities it deems appropriate in connection with the promotion and sale of the Interests. Neither the Distributor nor any other broker-dealer or intermediary is obligated to buy any Interests from the Fund. The Distributor does not intend to make a market in the Interests. The Fund has agreed to indemnify the Distributor and its affiliates against certain liabilities, including certain liabilities arising under the Securities Act.

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The Distributor will generally be entitled to receive a sales load from each investor purchasing an Interest. The specific amount of the sales load will depend on the size of the investment in the Fund, as follows:

• 3% on the first $500,000 of any investment;

• 2% on the amount of any investment that exceeds $500,000, but is less than $1 million; and

• 1% on the amount of any investment that exceeds $1 million.

The sales load is “stepped up”, meaning that an investor who makes a $600,000 investment in the Fund will pay a 3% sales load on $500,000 of its investment and a 2% sales load on $100,000 of its investment.

The sales load will be deducted from a prospective Member’s subscription amount; it will not constitute a capital contribution made by the Member to the Fund nor part of the assets of the Fund.

Interests purchased by the following investors are not subject to any sales load:

(1) the Manager or its affiliates;

(2) the Distributor;

(3) present or former officers, managers, directors, registered representatives and employees (and the “immediate family” of any such person, which term encompasses such person’s spouse, children, grandchildren, grandparents, parents, parents-in-law, brothers and sisters, sons- and daughters-in-law, aunts, uncles, nieces and nephews and relatives by virtue of a remarriage (step-children, step-parents, etc.) as well as siblings of such person’s spouse and a spouse of such person’s siblings) of the Fund, the Master Fund, the Manager and its affiliates, and retirement plans established by them for their employees;

(4) purchasers for whom the Manager or the Distributor or one of their affiliates acts in a fiduciary, advisory, custodial, or similar capacity;

(5) purchasers that use proceeds from an account for which the Manager or one of its affiliates acts in a fiduciary, advisory, custodial, or similar capacity, to purchase Interests;

(6) brokers, dealers, and agents who have a sales agreement with the Distributor, and their employees (and the immediate family members of such individuals);

(7) broker-dealers, investment advisers or financial planners that have entered into an agreement with the Distributor and that purchase Interests for (i) their own accounts, or (ii) the accounts of eligible clients and that charge a fee to the client for their services; and

(8) clients of such investment advisers or financial planners described in (7) above that place trades for the clients’ own accounts if such accounts are linked to the master account of the investment adviser or financial planner on the books and records of a broker-dealer or agent that has entered into an agreement with the Distributor.

The Fund offers a right of accumulation. Under this right, the amount of a Member’s each additional investment in the Fund will be aggregated with the amount of the Member’s initial investment and any additional investments in determining the applicable sales load at the time of the additional investment. The right of accumulation also permits an investor’s investment in the Fund to be combined with investments made by the investor’s spouse, or for individual accounts (including IRAs and retirement savings plans under Section 403(b) of the Code), joint accounts of such persons, and for trust or custodial accounts on behalf of their children who are minors. A fiduciary can count all Interests purchased for a trust, estate or other fiduciary account (including one or more employee benefit plans of the same employer) that has multiple accounts. The Distributor will aggregate the amount of each additional investment in the Fund with the amount of the Member’s initial investment and any other investments, if currently owned, to determine the applicable sales load. The reduced sales load will apply only to current purchases. For purposes of determining the sales load for an investment in the Fund, the right of accumulation privileges do not apply to investments in other funds managed by the Manager or its affiliates.

An investor must request the reduced sales load or waiver of sales load when making an investment.

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The Distributor may reallow a portion of the sales load to selling brokers and dealers with whom it has agreements. In addition, the Distributor or its affiliates may pay from their own resources additional compensation, either at the time of sale or on an on-going basis, to brokers and dealers in connection with the sale and distribution of the Interests or servicing of investors and for referrals of such brokers and dealers.

The Manager may pay a portion of the Management Fee to entities that assist in the distribution of Interests and may be affiliated with the Manager. These payments will be in addition to the direct sales loads paid by investors.

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OUTSTANDING SECURITIES

Title of class	Amount Authorized	Amount Held by Registrant for its Account	Amount Outstanding as of June 30, 2010 Exclusive of Amount Shown under “Amount Held by Registrant for its Account”
Limited liability company interests	Unlimited	N/A	$	[	]

CONTROL PERSONS

For purposes of the 1940 Act, any person who owns directly or through one of more controlled companies more than 25% of the voting securities of a company is presumed to “control” such company.

As of June 30, 2010, PNC Bank, N.A, an affiliate of PNC and the Manager, held of record, in a fiduciary or representative capacity for its customers, [        ]% of the outstanding limited liability company interests in the Fund and may be deemed to be the beneficial owner of these interests, for purposes of the federal securities laws, because PNC Bank, N.A possessed sole or shared voting or investment power with respect to such interests. PNC Bank, N.A does not, however, have any economic interest in such interests, which are held solely for the benefit of its customers.

As of June 30, 2010, PNC Investment Corp., an affiliate of PNC and the Manager held [        ]% of the outstanding limited liability company interests in the Fund.

[As of June 30, 2010, The Oak Hill Fund owned [        ]% of the outstanding limited liability company interests in the Fund.]

As of June 30, 2010, the Directors and officers of the Fund and the Master Fund, as a group, owned less than one percent of the outstanding limited liability company interests in the Fund.

REDEMPTIONS, REPURCHASES AND TRANSFERS OF INTERESTS

No Right of Redemption

No Member or other person holding an Interest (as discussed herein, “Interests” includes portions of an Interest) acquired from a Member, will have the right to require the Fund to redeem the Interest. No public market for Interests exists, and none is expected to develop in the future. In addition, transfers and redemptions of Interests will be limited so as to ensure that the Fund will not be treated as a “publicly traded partnership” for U.S. federal tax purposes. Consequently, Members may not be able to liquidate their investment other than as a result of repurchases of Interests by the Fund, as described below.

Repurchases of Interests

The Fund may from time to time repurchase Interests from Members in accordance with written tenders by Members at those times, in those amounts, and on such terms and conditions as the Board may determine in its sole discretion. Each such repurchase offer may be limited and will generally apply to 5% to 25% of the net assets of the Fund. In determining whether the Fund should offer to repurchase Interests from Members, the Board will consider a variety of factors. The Board expects that the Fund will offer to repurchase Interests from Members semi-annually. The Board will consider the recommendation of the Manager and will also consider the following factors, among others, in making its determination:

• whether any Members have requested to tender Interests to the Fund;

• the liquidity of the Fund’s assets;

• the investment plans and working capital and reserve requirements of the Fund;

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• the relative economies of scale of the tenders with respect to the size of the Fund;

• the history of the Fund in repurchasing Interests; and

• any anticipated tax consequences to the Fund of any proposed repurchases of Interests.

The Fund’s assets will consist primarily of its indirect interest in the Master Fund, which will be held through the Offshore Fund. Therefore, in order to finance the repurchase of Interests pursuant to tender offers, the Fund may find it necessary to redeem all or a portion of its shares in the Offshore Fund and cause the Offshore Fund to liquidate a corresponding portion of the Offshore Fund’s interest in the Master Fund. The Fund will cause the Offshore Fund to liquidate its interest in the Master Fund by passing a resolution in the Fund’s capacity as managing member of the Offshore Fund. In order to liquidate its interest in the Master Fund, the Offshore Fund (which is effectively controlled by the Fund’s Board) must accept repurchase offers made by the Master Fund and distribute the proceeds of such repurchases to the Fund. The Fund will not conduct a repurchase offer for Interests unless the Master Fund simultaneously conducts a repurchase offer for interests in the Master Fund and repurchases the interests of the Offshore Fund.

The Master Fund’s Board expects that the Master Fund will conduct repurchase offers on a semi-annual basis in order to permit the Fund to meet its obligations under its repurchase offers. However, there are no assurances that the Master Fund’s Board will, in fact, decide to undertake such a repurchase offer, and consequently that the Fund will be able to finance the repurchase of Interests. The Fund cannot make a repurchase offer larger than the corresponding repurchase offer made by the Master Fund. The Master Fund will make repurchase offers, if any, to all of its investors, including the Offshore Fund, on the same terms, and this feature may affect the size of the Master Fund’s repurchase offers. Subject to the Master Fund’s investment restriction with respect to borrowings, the Master Fund may borrow money to finance its repurchase obligations pursuant to any such repurchase offer.

The LLC Agreement provides for the dissolution of the Fund if any Member that has submitted a written request, in accordance with the terms of the LLC Agreement, to tender its entire Interest for repurchase by the Fund has not been given the opportunity to so tender within a period of two years after the request (whether pursuant to a single repurchase offer or multiple consecutive offers within the two-year period). A Member wishing the Fund to repurchase such Member’s entire Interest must tender at each subsequent tender offer the Member’s entire remaining Interest in order for the two year provision to apply.

The Fund will repurchase Interests from Members pursuant to written tenders on terms and conditions that the Board determines to be fair to the Fund and to all Members or persons holding Interests acquired from Members. The value of a Member’s Interest that is being repurchased will be equal to the value of the Member’s capital account (or the portion of it being repurchased) as of the date of the repurchase, after giving effect to all allocations that are made as of that date. When the Board determines that the Fund will repurchase Interests, the Fund will provide notice to Members describing the terms of the offer, containing information Members should consider in deciding whether to participate in the repurchase opportunity and containing information on how to participate. Members deciding whether to tender their Interests during the period that a repurchase offer is open may obtain the net asset value of their Interests by contacting the Fund during the period.

Repurchases of Interests from Members by the Fund may be paid, at the discretion of the Fund, in cash, or by the distribution of securities in kind or partly in cash and partly in kind. The Fund, however, expects not to distribute securities in kind except in the unlikely event that making a cash payment would result in a material adverse effect on the Fund or on Members not tendering Interests for repurchase. Repurchases will be effective after receipt and acceptance by the Fund of all eligible written tenders of Interests from Members. Any in-kind distribution of securities will be valued in accordance with the LLC Agreement and will be distributed to all tendering Members on a proportional basis.

The Fund charges a repurchase fee of 1.00% on repurchases of Interests that have been held less than 180 days. The fee will be deducted from the repurchase proceeds due to the Member who tendered its Interest for repurchase, and cannot be paid separately. The fee will be credited to the assets of the Fund, and is designed to offset the brokerage commissions, market impact, and other costs associated with fluctuations in Fund asset levels and cash flow caused by short-term holding of Interests. From time to time, the Fund may waive or modify the repurchase fee for certain categories of investors. The Fund reserves the right to modify the terms of or terminate this fee at any time. The fee is not a deferred sales charge, is not a commission paid to the Manager, the Adviser or their affiliates, and does not benefit such persons in any way.

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The Fund may have to effect a withdrawal from the Master Fund (via the Offshore Fund) to pay for the Interests being repurchased, and, in turn the Master Fund may have to effect withdrawals from the Investment Funds to pay for the repurchase of the interest in the Master Fund. Due to liquidity restraints associated with the Master Fund’s investments in the Investment Funds, the Fund expects to employ the following repurchase procedures:

• If the Board elects to offer to repurchase Interests, the Fund will send each Member a repurchase offer that explains the terms and conditions of the repurchase. The Fund will send the repurchase offer to Members at least 20 business days prior to the date on which the Member must notify the Fund that the Member has elected to tender Interests to the Fund.

• A Member choosing to tender an Interest for repurchase must do so by the notice date (the “Notice Date”), which generally will be the last calendar day of the third month prior to the month containing the date as of which Interests are to be repurchased. Interests will be valued as of the valuation date (the “Valuation Date”), which is generally expected to be the last business day of June or December. For example, a Notice Date for a repurchase offer having a December 31 Valuation Date would be September 30.

• Promptly after the Notice Date, the Fund will give to each Member whose Interest has been accepted for repurchase a promissory note (the “Promissory Note”) entitling the Member to be paid an amount equal to the value, determined as of the Valuation Date, of the repurchased Interest.

• Members tendering their Interests should note that they will remain Members in the Fund, with respect to the Interest tendered and accepted for purchase by the Fund, through the Valuation Date of the offer to repurchase Interests.

• The Promissory Note, which will be non-interest bearing and non-transferable, is expected to contain terms providing for payment at two separate times.

• The initial payment in respect of the Promissory Note (the “Initial Payment”) will be in an amount equal to at least 90% of the estimated value of the repurchased Interest, determined as of the Valuation Date. The Initial Payment will be made as of the later of (i) a period of within 30 days after the Valuation Date, or (ii) if the Master Fund has requested withdrawal of its capital from any Investment Funds in order to fund the repurchase of the Fund’s interests in the Master Fund, within ten business days after the Master Fund has received at least 90% of the aggregate amount withdrawn by the Master Fund from the Investment Funds.

• The second and final payment in respect of the Promissory Note (the “Post-Audit Payment”) will be in an amount equal to the excess, if any, of (i) the value of the repurchased Interest, determined as of the Valuation Date and based upon the results of the annual audit of the Fund’s financial statements for the year in which the Valuation Date occurs, over (ii) the Initial Payment. The Manager anticipates that the annual audit of the Fund’s financial statements will be completed within 60 days after the end of each fiscal year of the Fund and that the Post-Audit Payment will be made promptly after the completion of the audit. A Member will continue to receive an allocation of profits and losses until the Promissory Note is paid in its entirety.

If modification of the Fund’s repurchase procedures as described above is deemed necessary to comply with regulatory requirements, the Board will adopt revised procedures reasonably designed to provide Members substantially the same liquidity for Interests as would be available under the procedures described above.

Upon its acceptance of tendered Interests for repurchase, the Fund will maintain daily on its books a segregated account consisting of (1) cash, (2) liquid securities or (3) interests in Investment Funds that the Master Fund has requested be withdrawn (or any combination of them), in an amount equal to the aggregate estimated unpaid dollar amount of the Promissory Notes issued to Members tendering Interests.

Payment for repurchased Interests may require the Fund to withdraw from the Offshore Fund, and the Offshore Fund from the Master Fund, which in turn may be required to liquidate portfolio holdings in Investment Funds earlier than the Adviser would otherwise have caused these holdings to be liquidated, potentially resulting in losses, and may increase the Master Fund’s investment related expenses as a result of higher portfolio turnover rates. The Adviser intends to take measures, subject to policies as may be established by the Board, to attempt to avoid or minimize potential losses and expenses resulting from the repurchase of Interests.

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A Member tendering for repurchase only a portion of the Member’s Interest will be required to maintain a capital account balance of at least $50,000 after giving effect to the repurchase. 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 repurchased from the Member so that the required minimum balance is maintained or to repurchase the Member’s entire Interest in the Fund.

The Fund may repurchase an Interest of a Member or any person acquiring an Interest from or through a Member without consent or other action by the Member or other person, provided the Fund conducts the repurchase in a non-discriminatory manner. Such repurchases will occur, if the Fund in its sole discretion determines that:

• the Interest has been transferred or has vested in any person other than by operation of law as the result of the death, bankruptcy, insolvency, adjudicated incompetence or dissolution of the Member;

• ownership of the Interest by a Member or other person is likely to cause the Fund to be in violation of, or require registration of any Interest under, 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;

• continued ownership of the Interest by a Member may be harmful or injurious to the business or reputation of the Fund, the Board, the Manager, the Adviser or any of their affiliates, or may subject the Fund or any Member to an undue risk of adverse tax or other fiscal or regulatory consequences;

• any of the representations and warranties made by a Member or other person in connection with the acquisition of an Interest was not true when made or has ceased to be true; or

• it would be in the best interest of the Fund for the Fund to repurchase the Interest.

In the event that the Manager, the Adviser or any of their respective affiliates holds an Interest or portion of Interest in the capacity of a Member, the Interest or a portion of it may be tendered for repurchase in connection with any repurchase offer made by the Fund.

Transfers of Interests

A Member may transfer its Interests only (i) by operation of law as a result of the death, bankruptcy, insolvency, adjudicated incompetence or dissolution of the Member or (ii) under certain limited circumstances, with the written consent of the Board, which may be withheld in its sole discretion.

Under the LLC Agreement, the Board may consent to a transfer only if:

• the Fund consults with legal counsel to the Fund and counsel confirms that the transfer will not cause the Fund to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment;

• the transferring Member has been a Member for at least six months;

• the proposed transfer is to be made on a Valuation Date;

• the transfer is one 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 transferring Member;

• the transferee is an Eligible Investor (see Subscriptions For Interests; Eligible Investors); and

• the entire Interest of the Member is transferred to a single transferee or, in the case of multiple transferees, after the transfer of a portion of an Interest, the balance of the Capital Account of each transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion.

Notice to the Fund of any proposed transfer of an Interest must include evidence satisfactory to the Board that the proposed transferee is an Eligible Investor, as discussed in detail under “Subscriptions for Interests—Eligible Investors.” Notice of a proposed transfer of an Interest must also be accompanied by a properly completed investor application in respect of the proposed transferee.

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A Member transferring an Interest may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Fund in connection with the transfer.

No person may become a substituted Member without the written consent of the Board, which consent may be withheld for any reason in its sole discretion. Any transferee acquiring an Interest by operation of law as the result of the bankruptcy, insolvency or dissolution of a Member or otherwise, will be entitled to the allocations and distributions allocable to the Interest so acquired, to transfer the Interest in accordance with the terms of the LLC Agreement, but will not be entitled to the other rights of a Member unless and until the transferee becomes a substituted Member as specified in the LLC Agreement. If a Member transfers an Interest with the approval of the Board, the Fund will promptly take all necessary actions so that each transferee or successor to which the Interest is transferred is admitted to the Fund as a Member.

In subscribing for an Interest, a Member agrees to indemnify and hold harmless the Fund, the Manager, the Board, the Adviser, each other Member and any of their affiliates against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which those persons may become subject by reason of or arising from any transfer made by that Member in violation of these provisions or any misrepresentation made by that Member or a substituted Member in connection with any such transfer.

CERTAIN MATERIAL TAX CONSIDERATIONS

Cayman Islands Tax Considerations

The Government of the Cayman Islands will not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the Offshore Fund or the Shareholders. The Cayman Islands are not party to a double tax treaty with any country that is applicable to any payments made to or by the Offshore Fund.

The Government of the Cayman Islands will not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the Offshore Fund or the Shareholders. The Cayman Islands are not party to a double tax treaty with any country that is applicable to any payments made to or by the Offshore Fund.

The Offshore Fund has received an undertaking from the Governor-in-Cabinet of the Cayman Islands that, in accordance with section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Offshore Fund or its operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of the shares, debentures or other obligations of the Offshore Fund or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by the Offshore Fund to its members or a payment of principal or interest or other sums due under a debenture or other obligation of the Offshore Fund.

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U.S. Federal Income Tax Considerations

The summary below outlines certain significant U.S. federal income tax considerations that may apply to the Fund, the Offshore Fund and the Master Fund, as well as to Members of the Fund, given the anticipated nature of the activities of the Fund, the Offshore Fund, the Master Fund and the Investment Funds. In some cases, the activities of a Member other than its investment in the Fund may affect the tax consequences of such Member’s investment in the Fund. The discussion below assumes that Members are U.S. persons that are generally exempt from taxation in the United States, including 401(k) plans and IRAs, which are referred to in this prospectus as “Tax-Exempt Investors”.

The discussion of U.S. federal income tax matters contained herein is based on existing law as contained in the Code, Treasury regulations, administrative rulings and court decisions as of the date of this prospectus. These authorities are subject to change, possibly with retroactive effect, which could significantly modify the conclusions set forth in this summary. Each prospective Tax-Exempt Investor is urged to consult with its tax adviser concerning the potential tax consequences of an investment in the Fund in light of their own situations and the possible application of foreign, state and local tax laws.

Classification of the Fund and the Master Fund. The Fund and the Master Fund have received opinions of counsel from Davis Polk & Wardwell to the effect that the Fund and the Master Fund will, under current law, be treated as partnerships, and not as corporations, for U.S. federal income tax purposes. Each of these opinions is based on the conclusion that, because of the significant restrictions relating to transfers and redemptions of Interests in the Fund and interests in the Master Fund, neither the Fund nor the Master Fund will constitute a “publicly traded partnership” for U.S. federal income tax purposes. Opinions of counsel, however, have no binding effect on the IRS or the courts.

If either the Fund or the Master Fund were to be treated as a corporation for U.S. federal income tax purposes, it would be subject to U.S. federal income tax, and applicable U.S. state and local taxes, at the entity level. In addition, distributions of its earnings and profits would be treated as dividends for U.S. federal income tax purposes. Any dividend distribution by the Master Fund to the Offshore Fund would be subject to U.S. withholding tax at the rate of 30%.

Assuming that each of the Fund and the Master Fund is treated as a partnership for U.S. federal income tax purposes, neither the Fund nor the Master Fund will be subject to U.S. federal income tax. Rather, the Master Fund’s items of income, gain, loss, deduction and credit will be allocated to its partners, including the Offshore Fund, and the Master Fund’s partners, including the Offshore Fund, will generally be treated for U.S. federal income tax purposes as if they had derived their shares of these items directly. Similarly, the Fund’s items of income, gain, loss, deduction and credit will be allocated to the Members, with the result that the tax consequences to a Member of owning Interests in the Fund will generally be the same as the tax consequences of directly owning shares of the Offshore Fund.

Classification and Taxation of the Offshore Fund. The Offshore Fund expects to be treated as a corporation for U.S. federal income tax purposes. The Offshore Fund will invest substantially all of its investable assets in the Master Fund, and substantially all of the Offshore Fund’s income will consist of its share of the Master Fund’s income, gains, losses, deductions and credits.

Income of the Offshore Fund that is effectively connected with a U.S. trade or business will be subject to U.S. federal income tax at the graduated rates generally applicable to U.S. domestic corporations and may also be subject to a branch profits tax at a 30% rate. In general, the Manager expects that the Master Fund will not derive a substantial amount of income that is treated as effectively connected with a U.S. trade or business (“effectively connected income”). Because the Master Fund will not control the Investment Funds, however, it can make no assurances with respect to the amount of effectively connected income that it may derive.

Other than with respect to effectively connected income, the Offshore Fund’s share of U.S. source dividends (which, under recently enacted law, include certain dividend equivalent payments paid in connection with securities lending transactions and certain notional principal contracts), U.S. source interest (other than “portfolio interest,” interest on bank deposits and original issue discount on certain short-term obligations) and certain other U.S. source “fixed and determinable annual or periodical income” derived by the Master Fund will be subject to U.S.

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withholding tax at the rate of 30%. While U.S. source “portfolio interest,” interest on bank deposits and original issue discount on certain short-term obligations are generally exempt from this withholding tax, provided certain requirements are met, there can be no assurance that all of the Master Fund’s U.S. source interest income will qualify for such exemptions.

The “Foreign Account Tax Compliance” provisions of the recently enacted Hiring Incentives To Restore Employment Act (“HIRE Act”) generally impose a new reporting and 30% withholding tax regime with respect to certain U.S. source income (including, among other types of income, dividends and interest) and gross proceeds from the sale or other disposition of property that can produce U.S. source interest or dividends (“Withholdable Payments”) . Withholdable Payments include payments of items such as portfolio interest that otherwise are excepted from the withholding tax described above. As a general matter, the new rules are designed to require certain U.S. persons’ direct and indirect ownership of non-U.S. accounts and certain non-U.S. entities to be reported to the IRS, and the 30% withholding tax regime applies if there is a failure to provide required information regarding U.S. ownership. The new withholding rules generally apply to Withholdable Payments made after December 31, 2012.

The new reporting and withholding rules provide that payments from the Master Fund to the Offshore Fund that are attributable to Withholdable Payments will be subject to 30% withholding tax unless the Offshore Fund provides information, representations and waivers of non-U.S. law as may be required by the Master Fund to comply with the provisions of the new rules. The failure of the Offshore Fund to provide such information may also result in other adverse consequences applying to the Offshore Fund. Although the application of the new withholding rules to a sale or other disposition of an interest in a partnership is unclear, it is possible that the gross proceeds of the sale or other disposition of an interest in the Master Fund will be subject to tax under the new withholding rules if such proceeds are treated as an indirect disposition of the Offshore Fund’s interest in assets that can produce U.S. source interest or dividends, unless the Offshore Fund provides appropriate reporting information.

Tax-Exempt Investors. The Fund has received opinion of counsel from Davis Polk & Wardwell to the effect that a Tax-Exempt Investor will not recognize UBTI solely as a consequence of an investment in the Fund, provided that the Tax-Exempt Investor’s acquisition of its Interest in the Fund is not debt-financed within the meaning of Section 514 of the Code. Opinions of counsel, however, have no binding effect on the IRS or the courts, and the Fund does not intend to seek a ruling from the IRS with respect to whether the income from the Fund may be treated as UBTI to a Tax-Exempt Investor. In the event that a Tax-Exempt Investor’s income from the Fund is treated as UBTI by the IRS, the Fund will make an offer to repurchase Interests from such Tax-Exempt Investor.

Section 511 of the Code generally subjects Tax-Exempt Investors to taxation with respect to UBTI. UBTI generally does not include dividends, interest or gains from the sale, exchange or other disposition of property other than inventory or property held primarily for sale to customers in the ordinary course of a trade or business. However, UBTI includes “unrelated debt-financed income,” as defined in Section 514 of the Code, even if that income would not otherwise constitute UBTI. Unrelated debt-financed income includes (i) any income derived from property to the extent that there is acquisition indebtedness outstanding with respect to the property during the taxable year and (ii) income derived from the sale or other disposition of property to the extent that there was acquisition indebtedness outstanding with respect to the property during the twelve-month period ending with the date of the sale or other disposition. Under the foregoing rules, if a Tax-Exempt Investor’s acquisition of an Interest in the Fund is debt-financed, then all or a portion of such Tax-Exempt Investor’s income attributable to such Interest will be included in UBTI. The Fund will generally not make current distributions to the Members. As a consequence, if a Tax-Exempt Investor’s income attributable to its Interest in the Fund is included in UBTI, such Tax-Exempt Investor will generally be required to use cash from other sources in order to pay tax on such UBTI.

Both the Master Fund and the Investment Funds are likely to derive income that, if earned directly by a Tax-Exempt Investor, would constitute UBTI. However, because the Offshore Fund intends to be classified as a corporation for U.S. federal income tax purposes, any income realized by the Offshore Fund that would constitute UBTI if realized by a tax-exempt entity directly should not pass through or be deemed to pass through to Tax-Exempt Investors (subject to certain exceptions that are not likely to apply to the Offshore Fund), and thus should not constitute UBTI to Tax-Exempt Investors. Since the Fund’s only asset will be an interest in the Offshore Fund, and the Fund will not incur any acquisition indebtedness with respect to this interest, a Tax-Exempt Investor’s income from the Fund should not generally give rise to UBTI.

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For U.S. federal income tax purposes, the Offshore Fund will be a controlled foreign corporation (“CFC”), of which the Fund will be a “United States shareholder,” as defined in Section 951(b) of the Code. In addition, the Offshore Fund will be a passive foreign investment company (“PFIC”) within the meaning of Section 1297 of the Code. Except in the case of the rules regarding certain insurance income realized directly or indirectly by a CFC, a Tax-Exempt Investor will not be subject to tax under the special rules governing CFCs or PFICs if it is not otherwise taxable under the UBTI provisions with respect to the ownership of its Interest in the Fund (as would be the case, for instance, if its investment in the Fund were debt-financed).

Under proposed Treasury Regulations, U.S. beneficiaries of any Tax-Exempt Investor that is a trust (other than a tax-exempt employees’ trust described in Section 401(a) of the Code) would generally be treated for purposes of the PFIC rules as owning their proportionate shares of such Tax-Exempt Investor’s indirect interest in the Offshore Fund. Although it is not clear that such a result was intended, this constructive ownership rule might be applied so as to treat a U.S. beneficiary of a Tax-Exempt Investor that is an IRA described in Section 408(a) of the Code as the owner of the IRA’s indirect interest in the Offshore Fund. If a U.S. beneficiary of an IRA or other trust (such as a charitable remainder trust) were treated as the owner of an interest in the Offshore Fund, such U.S. beneficiary could be subject to adverse tax consequences under the PFIC rules.

Tax-Exempt Investors that are private foundations should consult their tax advisers about the excise tax consequences to them of an investment in the Fund.

A Tax-Exempt Investor may be required to report to the IRS transfers of cash by the Fund to the Offshore Fund if (i) immediately after such transfer the Tax-Exempt Investor owns a 10% or greater indirect interest in the Offshore Fund (determined by applying certain attribution rules) or (ii) the Tax-Exempt Investor’s share of the amount of property (including cash) transferred by the Fund to the Offshore Fund during the twelve-month period ending on the date of the transfer exceeds $100,000. Failure to report as required may result in substantial penalties. In addition, a Member that acquires through the Fund 10% of the stock of the Offshore Fund must report certain acquisitions or dispositions of, or proportional changes of, its interest in the Offshore Fund. Certain other non-cash transfers by the Fund to the Offshore Fund may trigger reporting requirements for Members treated as owning 5% or more of the Offshore Fund.

The HIRE Act requires each U.S. shareholder of a PFIC to file an annual information return with the IRS (regardless of whether the shareholder has received a distribution from, disposed of an interest in or made an election in respect of a PFIC). It is currently unclear whether this filing requirement will apply to the Members as indirect owners of the Offshore Fund. This new filing requirement is in addition to any pre-existing reporting requirements with respect to interests in a PFIC (which the HIRE Act does not affect) and such new filing requirement will not apply for taxable years beginning before March 18, 2010. The HIRE Act does not exempt Tax-Exempt Investors from this reporting requirement. No additional guidance has yet been issued about such return, including the information to be provided on the return, the due date of the return and any exceptions to the filing requirement.

Members may be required to annually file a Report of Foreign Bank and Financial Accounts (“FBAR”) with the IRS to report a Member’s “financial interest” in the Fund’s “foreign financial accounts” (if any). Members should consult applicable IRS guidance, including the instructions to the FBAR, IRS Notice 2010-23, and IRS Announcement 2010-16, regarding any FBAR filing obligation that may arise from their investment in the Fund.

In addition to these requirements, the HIRE Act creates new foreign asset reporting requirements for certain persons. Effective for taxable years beginning after March 18, 2010 and subject to specified exceptions, individuals (and, if provided in anticipated future U.S. Treasury regulations, certain domestic entities) are required to report annually their interests in “specified foreign financial assets” on their U.S. federal income tax returns. It is currently unclear whether and under what circumstances Members may be required to report their indirect interests in the Fund’s “specified foreign financial assets” (if any).

Treasury regulations generally require a direct or indirect participant in any “reportable transaction” to disclose its participation to the IRS. For purposes of the disclosure rules, a U.S. person that owns at least 10% of the voting power of a CFC may be treated as a participant in a reportable transaction in which the CFC participates. It is possible that the Offshore Fund will be treated as engaging in one or more reportable transactions and, in that case, the Fund and the Tax-Exempt Investors could be treated as participating in these transactions. Failure to comply with this reporting requirement gives rise to substantial penalties. Certain states have similar disclosure requirements.

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Tax-Exempt Investors should consult their tax advisers concerning these and other reporting requirements relating to their investments in the Fund.

Authorization Regarding Disclosure of Tax Structure. Notwithstanding any other statement in this prospectus, the Manager and its advisers authorize each Member and each of its employees, representatives or other agents, from and after the commencement of any discussions with any such party, to disclose to any and all persons without limitation of any kind the tax treatment and tax structure of the Master Fund, the Offshore Fund and the Fund and any transaction entered into by the Master Fund, the Offshore Fund and the Fund and all materials of any kind (including opinions or other tax analyses) relating to such tax treatment or tax structure that are provided to such Member, except for any information identifying the Manager, the Master Fund, the Offshore Fund or the Fund or (except to the extent relevant to such tax structure or tax treatment) any nonpublic commercial or financial information.

Importance of Obtaining Professional Advice. The foregoing analysis is not intended as a substitute for careful tax planning. Accordingly, prospective investors in the Fund are strongly urged to consult their tax advisers with specific reference to their own situations regarding the possible tax consequences of an investment in the Fund.

ERISA CONSIDERATIONS

Persons who are fiduciaries with respect to assets of an employee benefit plan subject to ERISA (an “ERISA Plan”), or a plan or other arrangement such as an IRA or Keogh plan subject to Section 4975 of the Code (“Plan,” or together with ERISA Plans, “Plans”) should consider, among other things, the matters described below in determining whether to cause the Plan to invest in the Fund.

ERISA imposes general and specific responsibilities on persons who are “fiduciaries” for purposes of ERISA with respect to an ERISA Plan, including prudence, diversification, prohibited transaction and other standards. In determining whether a particular investment is appropriate for an ERISA Plan, a fiduciary of an ERISA Plan must comply with rules adopted by the U.S. Department of Labor (the “DOL”), which administers the fiduciary provisions of ERISA. Under those rules, the fiduciary of an ERISA Plan must: (1) give appropriate consideration to, among other things, the role that the investment plays in the Plan’s portfolio, taking into account whether the investment is designed reasonably to further the Plan’s purposes; (2) examine the risk and return factors associated with the investment; (3) assess the portfolio’s composition with regard to diversification, as well as the liquidity and current return of the total portfolio relative to the anticipated cash flow needs of the Plan; (4) evaluate income tax consequences of the investment and the projected return of the total portfolio relative to the Plan’s funding objectives; and (5) consider limitations imposed by ERISA on the fiduciary’s ability to delegate fiduciary responsibilities to other parties.

Before investing the assets of an ERISA Plan in the Fund, a fiduciary should determine whether such an investment is consistent with his, her or its fiduciary responsibilities as set out in the DOL’s regulations. The fiduciary should, for example, consider whether an investment in the Fund may be too illiquid or too speculative for its ERISA Plan, and whether the assets of the Plan would be sufficiently diversified if the investment is made. If a fiduciary of an ERISA Plan breaches his, her or its responsibilities with regard to selecting an investment or an investment course of action for the Plan, the fiduciary may be held personally liable for losses incurred by the Plan as a result of the breach.

Regulations promulgated by the DOL provide that, because the Fund is registered as an investment company under the 1940 Act, the underlying assets of the Fund will not be considered to be “plan assets” of ERISA Plans investing in the Fund for purposes of ERISA’s fiduciary responsibility and prohibited transaction rules. As a result, (1) neither the Manager, the Adviser nor any of the Investment Managers will be fiduciaries with respect to those Plans within the meaning of ERISA, such that these parties will no be subject to ERISA’s fiduciary standards described above in their activities and (2) transactions involving the assets and investments of the Fund, the Offshore Fund, the Master Fund and the Investment Funds will not be subject to the provisions of ERISA or Section 4975 of the Code, which might otherwise constrain the management of these entities.

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The Manager may require an ERISA Plan proposing to invest in the Fund to represent: that it, and any fiduciaries responsible for its investments, are aware of and understand the Fund’s investment objective, policies and strategies; and that the decision to invest Plan assets in the Fund was made with appropriate consideration of relevant investment factors with regard to the Plan and is consistent with the duties and responsibilities imposed upon fiduciaries with regard to their investment decisions under ERISA.

Certain prospective Plan investors may currently maintain relationships with the Manager or the Adviser or with other entities that are affiliated with the Manager or the Adviser. Each of the Manager or the Adviser and their affiliates may be deemed to be a party in interest or disqualified person (as defined in ERISA and the Code, respectively) to and/or a fiduciary of any Plan to which it provides investment management, investment advisory or other services. ERISA and the Code prohibit Plan assets to be used for the benefit of a party in interest and also prohibit a Plan fiduciary from using its position to cause the Plan to make an investment from which it or certain third parties in which the fiduciary has an interest would receive a fee or other consideration. Plan investors should consult with counsel to determine if participation in the Fund is a transaction that is prohibited by ERISA or the Code. A fiduciary of a Plan investing in the Fund may be required to represent: that the decision to invest in the Fund was made by it as a fiduciary that is independent of the Manager or the Adviser, and their affiliates; that it is duly authorized to make such investment decision; and it has not relied on any individualized advice or recommendation of the Manager, the Adviser, or their affiliates, as a primary basis for the decision to invest in the Fund and that its investment in the Fund will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code.

The provisions of ERISA and Section 4975 of the Code are subject to extensive and continuing administrative and judicial interpretation and review. The discussion contained in this prospectus, is, of necessity, general and may be affected by future publication of DOL regulations and rulings. Potential Plan investors should consult with their legal advisers regarding the consequences under ERISA and the Code of the acquisition and ownership of Interests.

ADDITIONAL INFORMATION AND SUMMARY OF LIMITED LIABILITY COMPANY AGREEMENT

THE FOLLOWING IS A SUMMARY DESCRIPTION OF ADDITIONAL ITEMS AND OF SELECT PROVISIONS OF THE LLC AGREEMENT THAT MAY NOT BE DESCRIBED ELSEWHERE IN THIS PROSPECTUS. THE DESCRIPTION OF THESE ITEMS AND PROVISIONS IS NOT DEFINITIVE AND REFERENCE SHOULD BE MADE TO THE COMPLETE TEXT OF THE LLC AGREEMENT WHICH IS ATTACHED AS APPENDIX A TO THIS PROSPECTUS.

Member Interests

Persons who purchase Interests in the offering being made hereby will be Members.

Liability of Members

Under Delaware law and the LLC Agreement, each Member will be liable for the debts, obligations and liabilities of the Fund only to the extent of any contributions to the capital of the Fund (plus any accretions in value thereto) and a Member, in the sole discretion of the Board, may be obligated to return to the Fund amounts distributed to the Member in accordance with the LLC Agreement in certain circumstances where after giving effect to the distribution, certain liabilities of the Fund exceed the fair market value of the Fund’s assets.

Duty of Care of Directors

The LLC Agreement provides that a Director shall not be liable to the Fund or any of the Members for any loss or damage occasioned by any act or omission in the performance of the Director’s services as such in the absence of willful misfeasance, bad faith or gross negligence of the duties involved in the conduct of the Director’s office. The LLC Agreement also contains provisions for the indemnification, to the extent permitted by law, of a Director by the Fund (but not by the Members individually) against any liability and expense to which the Director may be liable which arise in connection with the performance of the Director’s activities on behalf of the Fund. Directors shall not be personally liable to any Member for the repayment of any positive balance in the Member’s

83

capital account or for contributions by the Member to the capital of the Fund or by reason of any change in the federal or state income tax laws applicable to the Fund or its investors. The rights of indemnification and exculpation provided under the LLC Agreement 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 violation of applicable law, but shall be construed so as to effectuate the applicable provisions of the LLC Agreement to the fullest extent permitted by law.

Amendment of the LLC Agreement

The LLC Agreement may generally be amended, in whole or in part, with the approval of the Board (including a majority of the Independent Directors if required by the 1940 Act), and without the approval of the Members, unless the approval of Members is required by the 1940 Act. However, certain amendments to the LLC Agreement involving capital accounts and allocations thereto may not be made without the written consent of any Member adversely affected thereby or unless each Member has received written notice of the amendment and any Member objecting to the amendment has been allowed a reasonable opportunity (pursuant to any procedures as may be prescribed by the Board) to tender its entire Interest for repurchase by the Fund.

Power of Attorney

By subscribing for an Interest in the Fund, each Member will appoint each of the Directors his or her attorney-in-fact for purposes of filing required certificates and documents relating to the formation and maintenance of the Fund as a limited liability company under Delaware law or signing all instruments effecting authorized changes in the Fund or the LLC Agreement and conveyances and other instruments deemed necessary to effect the dissolution or termination of the Fund. The power-of-attorney granted under the LLC Agreement executed by each Member (which each Member will do by virtue of signing an investor application) is a special power-of-attorney and is coupled with an interest in favor of each Director and as such shall be irrevocable and will continue in full force and effect notwithstanding the subsequent death or incapacity of any Member granting the power-of-attorney, and shall survive the transfer by a Member of all or any portion of an Interest, except that where the transferee thereof has been approved by the Board for admission to the Fund as a substitute Member, or upon the withdrawal of a Member from the Fund pursuant to a periodic tender or otherwise, this power-of-attorney given by the transferor shall terminate.

Term, Dissolution And Liquidation

The Fund shall be dissolved by an affirmative vote by: (1) the Board or (2) Members holding at least two-thirds (2/3) of the total number of votes eligible to be cast by all Members; or upon the expiration of any two year period that commences on the date on which any Member has submitted a written notice to the Fund requesting to tender its entire Interest for repurchase by the Fund if that Interest has not been repurchased by the Fund; or upon the failure of Members to elect successor Directors at a meeting called by the Manager when no Director remains to continue the business of the Fund; or as required by operation of law. Upon the occurrence of any event of dissolution, the Board or the Manager, acting as liquidator under appointment by the Board (or another liquidator, if the Board does not appoint the Manager to act as liquidator or is unable to perform this function) are charged with winding up the affairs of the Fund and liquidating its assets. Net profit or net loss during the period including the period of liquidation will be allocated as described in the section titled “Capital Accounts and Allocations—Allocation of Net Profits and Net Losses.” Upon the liquidation of the Fund, its assets would be distributed (1) first to satisfy the debts, liabilities and obligations of the Fund (other than debts to Members) including actual or anticipated liquidation expenses, (2) next to repay debts owing to the Members, and (3) finally to the Members proportionately in accordance with the balances in their respective capital accounts. Assets may be distributed in-kind on a pro rata basis if the Board or liquidator determines that the distribution of assets-in-kind would be in the interests of the Members in facilitating an orderly liquidation.

REPORTS TO MEMBERS

The Fund will furnish to Members as soon as practicable after the end of each taxable year such information as is necessary for them to complete U.S. federal and state income tax or information returns, along with any other tax information required by law. An Investment Manager’s delay, however, in providing this information could delay the Fund’s preparation of tax information for investors, which might require Members to seek extensions of

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the time to file their tax returns, or could delay the preparation of the Fund’s annual report. The Fund will send to Members an unaudited semi-annual and an audited annual report within 60 days after the close of the period covered by the report, or as otherwise required by the 1940 Act. The Fund will also send to Members reports regarding the Fund’s operations during each quarter.

FISCAL YEAR

For accounting purposes, the Fund’s fiscal year is the 12-month period ending on March 31. The Fund’s taxable year is the 12-month period ending December 31.

ACCOUNTANTS AND LEGAL COUNSEL

Deloitte & Touche LLP, whose principal business address is 111 South Wacker Drive, Chicago, IL 60606, has been selected as the independent registered public accounting firm for the Fund and the Master Fund and in such capacity will audit the Fund’s and the Master Fund’s annual financial statements and financial highlights.

When available, the Fund will furnish, without charge, a copy of its annual and semi-annual reports to Members.

Ropes & Gray LLP, with offices at One International Place, Boston, Massachusetts 02110-2624, serves as legal counsel to the Fund and Master Fund. Sutherland Asbill & Brennan LLP, with offices at 1275 Pennsylvania Avenue, NW, Washington, DC 20004-2415, serves as counsel to the Independent Directors. Maples and Calder, whose principal business address is P.O. Box 309 GT, Ugland House, South Church Street, Grand Cayman, Cayman Islands, serves as legal counsel to the Offshore Fund.

INQUIRIES

Inquiries concerning the Fund and Interests (including information concerning subscription, transfer and repurchase procedures) should be directed to:

PNC Absolute Return TEDI Fund LLC

c/o PNC Capital Advisors, LLC

Two Hopkins Plaza

Baltimore, MD 21201

FINANCIAL STATEMENTS

The Fund issues audited, consolidated financial statements on an annual basis prepared in accordance with generally accepted accounting principles. The Fund’s audited, consolidated financial statements as of and for the year ended March 31, 2010, and the report of the independent registered public accounting firm thereon, are incorporated herein by reference to the Fund’s Annual Report filed with the SEC on June 8, 2010. Copies of the Fund’s annual and semi-annual reports are available, without charge, by writing to the Fund c/o PNC Alternative Investment Funds, P.O. Box 9866, Providence, RI 02940-8066, by calling (800) 239-0418 or on the SEC’s website www.sec.gov.

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Appendix A

PNC ABSOLUTE RETURN TEDI FUND LLC

LIMITED LIABILITY COMPANY AGREEMENT

August 4, 2005

Table of Contents

		Page
Article I. Definitions		A-1
Section 1.1.	ADMINISTRATIVE SERVICES	A-1
Section 1.2.	ADMINISTRATOR	A-1
Section 1.3.	ADVISER	A-1
Section 1.4.	ADVISERS ACT	A-1
Section 1.5.	AFFILIATE	A-1
Section 1.6.	AGREEMENT	A-1
Section 1.7.	BENCHMARK RETURN	A-1
Section 1.8.	BOARD	A-1
Section 1.9.	CAPITAL ACCOUNT	A-1
Section 1.10.	CERTIFICATE	A-2
Section 1.11.	CHAIRMAN	A-2
Section 1.12.	CLOSING DATE	A-2
Section 1.13.	CODE	A-2
Section 1.14.	COMPANY	A-2
Section 1.15.	DELAWARE ACT	A-2
Section 1.16.	DIRECTOR	A-2
Section 1.17.	DISTRIBUTOR	A-2
Section 1.18.	FISCAL PERIOD	A-2
Section 1.19.	FISCAL YEAR	A-2
Section 1.20.	FORM N-2	A-2
Section 1.21.	INCENTIVE FEE	A-2
Section 1.22.	INCENTIVE PERIOD	A-2
Section 1.23.	INDEPENDENT DIRECTORS	A-3
Section 1.24.	INTEREST	A-3
Section 1.25.	INVESTMENT FUNDS	A-3
Section 1.26.	INVESTMENT MANAGERS	A-3
Section 1.27.	INVESTMENT MANAGEMENT AGREEMENT	A-3
Section 1.28.	INVESTMENT PERCENTAGE	A-3
Section 1.29.	LOSS CARRYFORWARD AMOUNT	A-3
Section 1.30.	MANAGEMENT FEE	A-3
Section 1.31.	MANAGER	A-3
Section 1.32.	MASTER FUND	A-3
Section 1.33.	MEMBER	A-3
Section 1.34.	NET ASSETS	A-4
Section 1.35.	NET PROFITS OR NET LOSSES	A-4
Section 1.36.	NOTICE DATE	A-4
Section 1.37.	1940 ACT	A-4
Section 1.38.	OFFSHORE FUND	A-4
Section 1.39.	ORGANIZATIONAL MEMBER	A-4
Section 1.40.	PERSON	A-4

		Page
Section 1.41.	PROMISSORY NOTE	A-4
Section 1.42.	PROSPECTUS	A-4
Section 1.43.	SECURITIES	A-4
Section 1.44.	TAXABLE YEAR	A-4
Section 1.45.	TRANSFER	A-4
Section 1.46.	VALUATION DATE	A-4
Article II. ORGANIZATION; ADMISSION OF MEMBERS		A-5
Section 2.1.	Formation of Limited Liability Company	A-5
Section 2.2.	Name	A-5
Section 2.3.	Principal and Registered Office	A-5
Section 2.4.	Duration	A-5
Section 2.5.	Objective and Business of the Company	A-5
Section 2.6.	Board of Directors	A-5
Section 2.7.	Members	A-6
Section 2.8.	Distribution Fees	A-6
Section 2.9.	Limited Liability	A-6
Article III. MANAGEMENT		A-6
Section 3.1.	Management and Control	A-6
Section 3.2.	Actions by the Board of Directors	A-7
Section 3.3.	Meetings of Members	A-7
Section 3.4.	Custody of Assets of the Company	A-8
Section 3.5.	Other Activities of Members, the Manager and Directors	A-8
Section 3.6.	Duty of Care	A-8
Section 3.7.	Indemnification	A-9
Section 3.8.	Fees, Expenses and Reimbursement	A-10
Article IV. TERMINATION OF STATUS OF MANAGER AND DIRECTORS, TRANSFERS AND REPURCHASES		A-11
Section 4.1.	Termination of Status of the Manager	A-11
Section 4.2.	Termination of Status of a Director	A-12
Section 4.3.	Removal of the Directors	A-12
Section 4.4.	Removal of the Manager	A-12
Section 4.5.	Transfer of Interests of Members	A-12
Section 4.6.	Repurchase of Interests	A-13
Article V. CAPITAL		A-14
Section 5.1.	Contributions to Capital	A-14
Section 5.2.	Rights of Members to Capital	A-15
Section 5.3.	Capital Accounts	A-15
Section 5.4.	Allocation of Net Profits and Net Losses	A-15
Section 5.5.	Allocation of Insurance Premiums and Proceeds	A-15
Section 5.6.	Allocation of Certain Expenditures	A-15
Section 5.7.	Reserves	A-16
Section 5.8.	Allocation of Organizational Expenses	A-16
Section 5.9.	Tax Allocations	A-16

Section 5.10.	Distributions	A-17
Section 5.11.	Withholding	A-17
Article VI. DISSOLUTION AND LIQUIDATION		A-18
Section 6.1.	Dissolution	A-18
Section 6.2.	Liquidation of Assets	A-18
Article VII. ACCOUNTING, VALUATIONS AND BOOKS AND RECORDS		A-19
Section 7.1.	Accounting and Reports	A-19
Section 7.2.	Determinations by the Board of Directors	A-19
Section 7.3.	Valuation of Assets	A-19
Article VIII. MISCELLANEOUS PROVISIONS		A-19
Section 8.1.	Amendment of Limited Liability Company Agreement	A-19
Section 8.2.	Special Power of Attorney	A-20
Section 8.3.	Notices	A-21
Section 8.4.	Agreement Binding Upon Successors and Assigns	A-21
Section 8.5.	Applicability of 1940 Act and Form N-2	A-21
Section 8.6.	Choice of Law; Arbitration	A-21
Section 8.7.	Not for Benefit of Creditors	A-22
Section 8.8.	Consents	A-22
Section 8.9.	Merger and Consolidation	A-22
Section 8.10.	Pronouns	A-23
Section 8.11.	Confidentiality	A-23
Section 8.12.	Severability	A-23
Section 8.13.	Filing of Returns	A-23
Section 8.14.	Tax Matters Partner	A-23
Section 8.15.	Section 754 Election; Mandatory Basis Adjustments	A-24

LIMITED LIABILITY COMPANY AGREEMENT

OF

PNC ABSOLUTE RETURN TEDI FUND LLC

A Delaware Limited Liability Company

Dated as of August 4, 2005

Two Hopkins Plaza, Baltimore, Maryland 21201

(410) 237-5100

THIS LIMITED LIABILITY COMPANY AGREEMENT of PNC Absolute Return TEDI Fund LLC (the “Company”) is dated as of August 4, 2005 by and among PNC Capital Advisors, Inc. as the manager (“PCA” or the “Manager”), and Mercantile Bankshares Corporation as Organizational Member and those persons hereinafter admitted as Members.

WHEREAS, the Company has heretofore been formed as a limited liability company under the Delaware Limited Liability Company Act pursuant to an initial Certificate of Formation (the “Certificate”) dated and filed with the Secretary of State of Delaware on August 4, 2005;

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:

Section 1.1. ADMINISTRATIVE SERVICES. Such administrative services as the Administrator shall provide to the Company pursuant to a separate written agreement with the Company.

Section 1.2. ADMINISTRATOR. PCA or any person who may hereafter provide Administrative Services to the Company pursuant to an administration agreement. For purposes of this Agreement the term “Administrator” includes a “Sub-Administrator”.

Section 1.3. ADVISER. Any person, registered under the Advisers Act, that is retained by the Manager to provide investment advisory services to the Master Fund and that is therefore responsible for the investment and trading of the assets of the Master Fund.

Section 1.4. ADVISERS ACT. The Investment Advisers Act of 1940, as amended, and the rules, regulations and orders thereunder, as amended from time to time, or any successor law.

Section 1.5. AFFILIATE. Affiliated person as that term is defined in the 1940 Act.

Section 1.6. AGREEMENT. This Limited Liability Company Agreement, as amended from time to time.

Section 1.7. BENCHMARK RETURN. The Benchmark Return is a non-cumulative return, determined from the first date of the fiscal year except if a Member’s initial capital contribution is made after the beginning of the fiscal year the Benchmark Return shall instead be determined from such initial contribution date. The Benchmark Return as of any accounting date shall equal the average of the rates for the generic three-month LIBOR as of the last day of each of the four immediately preceding calendar dates, as published by Bloomberg, L.P.

Section 1.8. BOARD. The Board of Directors established pursuant to Section 2.6.

Section 1.9. CAPITAL ACCOUNT. With respect to each Member, the capital account established and maintained on behalf of each Member pursuant to Section 5.3.

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Section 1.10. CERTIFICATE. The Certificate of Formation of the Company and any amendments thereto as filed with the office of the Secretary of State of Delaware.

Section 1.11. CHAIRMAN. The Director selected to preside over meetings of the Board.

Section 1.12. CLOSING DATE. The first date on or as of which a Member other than the Organizational Member is admitted to the Company.

Section 1.13. CODE. The United States Internal Revenue Code of 1986, as amended, and as hereafter amended from time to time, or any successor law.

Section 1.14. COMPANY. The limited liability company governed hereby, as such limited liability company may from time to time be constituted.

Section 1.15. DELAWARE ACT. The Delaware Limited Liability Company Act as in effect on the date hereof and as amended from time to time, or any successor law.

Section 1.16. DIRECTOR. An individual designated as a Director of the Company who is delegated authority provided for in Section 2.6 of this Agreement. For purposes of this Agreement the term “Director” shall have the same meaning as the term “Manager” as such term is defined under the Delaware Act (but is not the same as the term “Manager” as used in this Agreement).

Section 1.17. DISTRIBUTOR. Any person who may serve as the distributor of Interests pursuant to a distribution agreement with the Company.

Section 1.18. FISCAL PERIOD. The period commencing on the Closing Date of the Company, and thereafter each period commencing on the day 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:

(a) the last day of a Fiscal Year;

(b) the last day of a Taxable Year;

(c) the day preceding the date on which a contribution to the capital of the Company is made;

(d) the day on which a substitute member is admitted;

(e) the day on which the Company repurchases any Interest, or portion of an Interest, of a Member;

(f) any day on which any amount is credited to, or debited against, the Capital Account of a Member, other than an amount to be credited to, or debited against, the Capital Account of all Members in accordance with their respective Investment Percentages; or

(g) the last day of a fiscal period of any Master Fund.

Section 1.19. FISCAL YEAR. The period commencing on the Closing Date and ending on March 31, 2007, and thereafter each period commencing on April 1 of each year and ending on March 31 of the following year (or on the date of a final distribution pursuant to Section 6.2 hereof), unless the Board elects another fiscal year for the Company.

Section 1.20. FORM N-2. The Company’s Registration Statement on Form N-2 filed with the Securities and Exchange Commission, as amended from time to time.

Section 1.21. INCENTIVE FEE. The fee paid to the Manager at the end of each Fiscal Year and accrued at the end of each Incentive Period (as defined below) which is based upon the performance of the Company. The Incentive Fee is an amount equal to 10% of each Member’s Net Profits in excess of such Member’s Loss Carryforward Amount (before any accruals of Incentive Fees) and the Benchmark Return.

Section 1.22. INCENTIVE PERIOD. The Incentive Period, which may be composed of one or more consecutive fiscal periods, generally corresponds to a fiscal year, but may vary with respect to Members. An Incentive Period may be composed of one or more consecutive fiscal periods.

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Section 1.23. INDEPENDENT DIRECTORS. Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

Section 1.24. INTEREST. The ownership interest in the Company 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 4.5 hereof, including the rights and obligations of such Member or other person under this Agreement and the Delaware Act.

Section 1.25. INVESTMENT FUNDS. Unregistered general or limited partnerships or pooled investment vehicles and/or registered investment companies in which the Company (through the Offshore Fund and the Master Fund) invests its assets that are advised by an Investment Manager.

Section 1.26. INVESTMENT MANAGERS. Third party investment managers that manage and direct the investment activities of Investment Funds or are retained to manage and invest a designated portion of the assets of the Master Fund.

Section 1.27. INVESTMENT MANAGEMENT AGREEMENT. Separate written agreements entered into (i) by the Manager and the Master Fund and (ii) by the Manager and the Company, pursuant to which the Manager provides investment management services to the Master Fund.

Section 1.28. INVESTMENT PERCENTAGE. A percentage established for each Member on the Company’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 commencement of such period by the sum of the Capital Accounts of all of the Members as of the commencement of such period. The sum of the Investment Percentages of all Members for each Fiscal Period shall equal 100%.

Section 1.29. LOSS CARRYFORWARD AMOUNT. The excess, with respect to any Incentive Period, and to the extent not subsequently offset by allocations of profits or otherwise reduced, of (1) a Member’s allocable share of Net Losses calculated in accordance with Section 5.4 of this Agreement (excluding amounts previously allocated to repurchased or distributed portions of the Capital Account during the Incentive Period) over (2) the Member’s allocable share of Net Profits calculated in accordance with Section 5.4 of this Agreement (excluding amounts previously allocated to repurchased or distributed portions of the Capital Account during the Incentive Period), in each case for the current and any prior Incentive Periods. If at the end of any subsequent Incentive Period, Net Profits allocated to a Member’s Capital Account in accordance with Section 5.4 of this Agreement exceed Net Losses allocated during that period in accordance with Section 5.4 of this Agreement (excluding Net Profits and Net Losses previously taken into account for this purpose by reason of a partial repurchase or distribution during that period), any Loss Carryforward Amount for such Member will be reduced (but not below zero) by the amount of the excess. No transferee may succeed to any portion of the Loss Carryforward Account applicable to the Transferring Member unless the transfer of the Interest or portion of the Interest results in no change in beneficial ownership in the Interest or portion of the Interest. The Loss Carryforward Amount, for a given Incentive Period, will be adjusted with respect to any contributions, transfers, distributions and repurchases applicable to the Member’s Capital Account for that Incentive Period, or portion thereof.

Section 1.30. MANAGEMENT FEE. The fee paid to the Manager out of the assets of the Master Fund, as provided in Section 3.8(g) of this Agreement.

Section 1.31. MANAGER. PNC Capital Advisors Inc., a Maryland corporation, or any person who may hereinafter serve as the Manager to the Company or the Master Fund pursuant to the Investment Management Agreement.

Section 1.32. MASTER FUND. PNC Absolute Return Master Fund LLC, a Delaware limited liability company, or any other company in which the Offshore Fund invests all or substantially all of its assets.

Section 1.33. MEMBER. Any person who shall have been admitted to the Company as a member until the Company repurchases the entire Interest of such person as a member pursuant to Section 4.6 hereof or a substituted member or members are admitted with respect to any such person’s entire Interest as a member pursuant to Section 4.5 hereof.

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Section 1.34. NET ASSETS. The total value of all assets of the Company, less an amount equal to all accrued debts, liabilities and obligations of the Company, calculated before giving effect to any repurchases of Interests.

Section 1.35. NET PROFITS OR NET LOSSES. 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 Company, at the close of business on the Closing Date), such amount to be adjusted to exclude:

(a) the amount of any insurance premiums or proceeds to be allocated among the Capital Accounts of the Members pursuant to Section 5.5 hereof;

(b) 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 Section 5.6 and Section 5.7 hereof; and

(c) Monthly reimbursement of organizational expenses allocated among the Capital Accounts of the Members pursuant to Sections 3.8 and 5.8 hereof.

Section 1.36. NOTICE DATE. The date, as specified in any tender offer made by the Company, by which Members choosing to tender Interests for repurchase must notify the Company of their intent.

Section 1.37. 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.

Section 1.38. OFFSHORE FUND. PNC Absolute Return Cayman Fund LDC, a Cayman Islands limited duration company, or any other similar non-U.S. jurisdiction company in which the Company invests all or substantially all of its assets, and which in turn invests all or substantially all of its assets in the Master Fund.

Section 1.39. ORGANIZATIONAL MEMBER. Mercantile Bankshares Corporation.

Section 1.40. PERSON. Any individual, entity, corporation, partnership, association, limited liability company, joint-stock company, trust, estate, joint venture, organization, or unincorporated organization.

Section 1.41. PROMISSORY NOTE. A non-interest bearing and non-transferable promise of the Company to pay which will contain terms providing for payment to a redeeming Member at two separate times.

Section 1.42. PROSPECTUS. The Company’s prospectus, as included in the Form N-2, as amended or supplemented from time to time.

Section 1.43. 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 any contracts based on any index or group of securities, debt obligations or currencies, or commodities, and any options thereon, as well as investments in registered investment companies and private investment funds.

Section 1.44. TAXABLE YEAR. The period from January 1 to December 31 of each year.

Section 1.45. TRANSFER. The assignment, transfer, sale, encumbrance, pledge or other disposition of all or any portion of an Interest, including any right to receive any allocations and distributions attributable to an Interest. Verbs, adverbs or adjectives such as “Transfer,” “Transferred” and “Transferring” have correlative meanings.

Section 1.46. VALUATION DATE. The date as of which the Interests to be repurchased are valued by the Company.

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Article II.

ORGANIZATION; ADMISSION OF MEMBERS

Section 2.1. Formation of Limited Liability Company.

The Board shall execute and file in accordance with the Delaware Act any amendment to the Certificate and shall execute and file with applicable governmental authorities any other instruments, documents and certificates that, in the opinion of the Company’s legal counsel, may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the Company 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 Company.

Section 2.2. Name.

The name of the Company shall be PNC Absolute Return TEDI Fund LLC or such other name as the Board may hereafter adopt upon (i) causing an appropriate amendment to the Certificate to be filed in accordance with the Delaware Act and (ii) sending notice thereof to each Member.

Section 2.3. Principal and Registered Office.

(a) The Company shall have its principal office at Two Hopkins Plaza, Baltimore, Maryland, 21201, or at such other place designated from time to time by the Board.

(b) The Company shall have its registered office in Delaware at 2711 Centreville Road, Suite 400, Wilmington, Delaware, 19808 and shall have Corporation Service Company as its registered agent for service of process in Delaware, unless a different registered office or agent is designated from time to time by the Board.

Section 2.4. Duration.

The term of the Company commenced on the filing of the Certificate with the Secretary of State of Delaware and shall continue until the Company is dissolved pursuant to Section 6.1 hereof.

Section 2.5. Objective and Business of the Company.

(a) The objective of the Company is to seek capital appreciation principally through investing (through the Offshore Fund and the Master Fund) in Investment Funds managed by Investment Managers who employ a variety of alternative investment strategies. The business of the Company is to invest, as a feeder fund, all or substantially all of the Company’s assets, through the Offshore Fund, in the Master Fund, which has the same investment objective as the Company, as part of a master-feeder fund structure. In connection with its investment as a feeder fund in a master-feeder structure, the business of the Company includes purchasing, selling (including short sales), investing and trading in Securities, on margin or otherwise, and engaging in any financial or derivative transactions relating thereto or otherwise. The Company may execute, deliver and perform all contracts, agreements, subscription documents and other undertakings and engage in all activities and transactions as may in the opinion of the Board be necessary or advisable to carry out its objective or business.

(b) The Company shall operate as a closed-end, non-diversified, management investment company in accordance with the 1940 Act and subject to any policies and investment restrictions set forth in the Prospectus.

Section 2.6. Board of Directors.

(a) Prior to the Closing Date, the Organizational Member may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as the initial Directors on the Board, subject to the election of such persons prior to the Closing Date by the Organizational Member. By signing this Agreement or the signature page of the Company’s investor application or certification, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the initial Directors to the Board. After the Closing Date, the Board 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 the provisions of Section 3.3 hereof

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with respect to the election of Directors to the Board 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 Company. The number of Directors shall be fixed from time to time by the Board.

(b) Each Director shall serve on the Board for the duration of the term of the Company, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 hereof. In the event of any vacancy in the position of Director, the remaining Directors serving on the Board may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Directors then serving would have been elected by the Members. The Board 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.

(c) In the event that no Director remains to continue the business of the Company, the Manager 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 Company and, if the business shall be continued, of electing the required number of Directors to the Board. If the Members shall determine at such meeting not to continue the business of the Company 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 Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Company shall be liquidated and distributed pursuant to Section 6.2 hereof.

Section 2.7. Members.

The Board expects to admit Members as of the first business day of each calendar month. Members may be admitted to the Company subject to the condition that each such Member shall execute and deliver the Company’s investor application or certification pursuant to which such Member agrees to be bound by all the terms and provisions hereof and that the minimum initial capital contribution, as required by Section 5.1, has been deposited with the Company’s escrow agent. The Board may in its sole discretion reject any subscription for Interests. The Board may, in its sole discretion, suspend subscriptions for 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 Company to reflect the name and the contribution to the capital of the Company of such additional Member.

Section 2.8. Distribution Fees.

(a) A Member may be charged a distribution fee when a Distributor is used to sell such Member’s Interest in the amount and as set forth in the Prospectus.

(b) The distribution fee will be deducted from a prospective Member’s subscription amount; it will not constitute a capital contribution made by the Member to the Company nor part of the assets of the Company and may be adjusted or waived as described in the Prospectus.

Section 2.9. Limited Liability.

Except as provided under applicable law, including capital contribution obligations, a Member shall not be liable for the Company’s debts, obligations and liabilities in any amount in excess of such Member’s contributions to the capital of the Company (plus such Member’s share of undistributed profits and assets). Except as provided under applicable law, a Director shall not be liable for the Company’s debts, obligations and liabilities.

Article III.

MANAGEMENT

Section 3.1. Management and Control.

(a) Management and control of the business of the Company shall be vested in the Board, which shall have the right, power and authority, on behalf of the Company and in its name, to exercise all rights, powers and authority of “manager” as defined under the Delaware Act (but is not the same as the term “Manager” as defined in this Agreement) and to do all things necessary and proper to carry out the objective and business of the Company and their duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Company except within the scope of such Director’s authority as delegated by the Board. The

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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 Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an “interested person” (as such term is defined in the 1940 Act) of such company. During any period in which the Company shall have no Directors, the Manager shall have the authority to manage the business and affairs of the Company. The Manager will oversee the day-to-day management of the Company and, subject to the approval of the Board, has the authority to: approve the acceptance of initial and subsequent subscriptions on behalf of the Company; determine whether future subscriptions should be accepted; make determinations on the transfer of Interests; and manage and oversee the general administrative and operational aspects of the Company.

(b) Members shall have no right to participate in and shall take no part in the management or control of the Company’s business and shall have no right, power or authority to act for or bind the Company. 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 in the Delaware Act.

(c) The Board may delegate to a committee or to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law.

(d) The Company will file a tax return as a partnership for U.S. federal income tax purposes. Except as otherwise specifically provided herein, all decisions for the Company relating to tax matters including, without limitation, whether to make any tax elections, the positions to be made on the Company’s tax returns and the settlement or further contest or litigation of any audit matters raised by the Internal Revenue Service or other taxing authority, will be made by the Board. All actions (other than ministerial actions) taken by the Manager, as designated in this Section 3.1 and Section 3.2 below, will be subject to the approval of the Board. Each Member agrees not to treat, on its own income tax return or any claim for a tax refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Company.

Section 3.2. Actions by the Board of Directors.

(a) Unless provided otherwise in this Agreement, the Board 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 may designate from time to time a Chairman who shall preside at all meetings. Meetings of the Board may be called by the Chairman or by any two Directors, and may be held on such date and at such time and place as the Board 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. 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.

(c) The Board may designate from time to time agents and employees of the Company who shall have the same powers and duties on behalf of the Company (including the power to bind the Company) as are customarily vested in officers of a Delaware corporation, and designate them as officers of the Company.

Section 3.3. 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 or by Members holding a majority 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 shall determine. The Board shall arrange to provide written notice of the 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

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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 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 eligible to be cast by those Members who are present in person or by proxy 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 shall establish a record date not less than 10 nor more than 90 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 thereat, 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 Company 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 Company 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.

Section 3.4. Custody of Assets of the Company.

The physical possession of all funds, Securities or other properties of the Company shall at all times be held, controlled and administered by one or more custodians retained by the Company in accordance with the requirements of the 1940 Act. The Manager will have no responsibility, other than that associated with the oversight and supervision of custodians retained by the Company, with respect to the collection of income or the physical acquisition or safekeeping of the funds, Securities or other assets of the Company, all duties of collection, physical acquisition or safekeeping being the sole obligation of such custodians.

Section 3.5. Other Activities of Members, the Manager and Directors.

(a) Neither the Manager nor any Director shall be required to devote its full time to the affairs of the Company, but shall devote such time as may reasonably be required to perform its obligations under this Agreement.

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

Section 3.6. Duty of Care.

(a) The Manager and Directors shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their services under this Agreement, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager or Director constituting willful misfeasance, bad faith, or gross negligence of the duties involved in the conduct of such Manager’s or Director’s office.

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(b) 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 Company, any Member or third parties only as provided under the Delaware Act.

Section 3.7. Indemnification.

(a) To the fullest extent permitted by law, the Company shall, subject to Section 3.7(b) hereof, indemnify the Manager and Adviser (including for this purpose each officer, director, member, partner, principal, employee or agent of, or any Person who controls, is controlled by or is under common control with, the Manager or Adviser or partner of the Manager or Adviser and their respective executors, heirs, assigns, successors or other legal representatives), its officers and each Director (and his respective executors, heirs, assigns, successors or other legal representatives) (each such person an “indemnitee”) 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. Except to the extent that such loss, claim, damage, liability, cost or expense shall have been finally determined in a judicial decision on the merits from which no further right to appeal may be taken in any such action, suit, investigation or other proceeding to have been incurred or suffered by such indemnitee by reason of willful misfeasance, bad faith, breach of fiduciary duty or gross negligence of the duties involved in the conduct of such indemnitee’s office. The rights of indemnification provided under this Section 3.7 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 violation of applicable law, but shall be construed so as to effectuate the applicable provisions of this Section 3.7 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 Company 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 Company amounts so paid if it shall ultimately be determined that indemnification of such expenses is not authorized under this Section 3.7; provided, that (i) such indemnitee shall provide security for such undertaking, (ii) the Company 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 determines 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 Company or its Members by reason of willful misfeasance, bad faith, breach of fiduciary duty or gross negligence of the duties involved in the conduct of such indemnitee’s office, indemnification shall be provided pursuant to Section 3.7(a) hereof if:

(i) approved as in the best interests of the Company 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 Company and that such indemnitee is not liable to the Company or its Members by reason of willful misfeasance, bad faith, breach of fiduciary duty or gross negligence of the duties involved in the conduct of such indemnitee’s office, or

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(ii) the Board 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 Company or its Members to which such indemnitee would otherwise be subject by reason of willful misfeasance, bad faith, breach of fiduciary duty or gross negligence of the duties involved in the conduct of such indemnitee’s office.

(d) Any indemnification or advancement of expenses made pursuant to this Section 3.7 shall not prevent the recovery from any indemnitee of any such amount if such indemnitee subsequently is determined in a final judicial 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 Company 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 an indemnitee (or other person entitled to indemnification hereunder) to enforce a right to indemnification under this Section 3.7 it shall be a defense that, and (ii) in any suit in the name of the Company to recover any indemnification or advancement of expenses made pursuant to this Section 3.7 the Company shall be entitled to recover such expenses upon a final adjudication that, the indemnitee under this Section 3.7 has not met the applicable standard of conduct set forth in this Section 3.7. 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 3.7, the burden of proving that the indemnitee is not entitled to be indemnified, or to any indemnification or advancement of expenses, under this Section 3.7 shall be on the Company (or any Member acting derivatively or otherwise on behalf of the Company or its Members).

(e) An indemnitee may not satisfy any right of indemnification or advancement of expenses granted in this Section 3.7 or to which such indemnitee may otherwise be entitled except out of the assets of the Company, 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 3.7 shall affect the power of the Company to purchase and maintain liability insurance on behalf of the Manager, any Director, the Adviser or other person.

Section 3.8. Fees, Expenses and Reimbursement.

(a) So long as the Administrator provides Administrative Services to the Company, it shall be entitled to receive reasonable and customary fees for such services as well as out-of-pocket expenses as may be agreed to by the Administrator and the Company pursuant to a separate written agreement.

(b) As consideration for providing advisory services to the Master Fund, and for so long as the Manager provides such advisory services to the Master Fund, the Manager shall be entitled to receive the Incentive Fee in respect of Incentive Period; provided, however, that an Incentive Fee will only be charged when the Net Profit exceeds both the Member’s Loss Carryforward Amount and the Benchmark Return.

(c) The Board may cause the Company to compensate each Director for his or her services rendered in connection with the Company. In addition, the Directors shall be reimbursed by the Company for reasonable out-of-pocket expenses incurred by them in performing their duties under this Agreement.

(d) The Company shall bear all expenses related to its investment program and operations, including, but not limited to, the Incentive Fee; fees and expenses of the Administrator; any interest expense; attorney’s fees and disbursements associated with preparing and updating offering materials and with qualifying prospective investors; fees and disbursements of any accountants engaged by the Company, and expenses related to the annual audit of the Company; record-keeping, custody and escrow fees and expenses; the costs of errors and omissions/directors’ and officers’ liability insurance and a fidelity bond; the costs of preparing and mailing reports and other communications, including proxy, tender offer correspondence or similar materials, to Members; fees and travel expenses of Directors relating to meetings of the Board and committees thereof; and any extraordinary expenses, including indemnification expenses as provided in this Agreement.

The Offshore Fund will bear its allocable portion of the operating expenses of the Master Fund and expenses of the Master Fund’s investment in the Investment Funds, including, but not limited to, fees paid and expenses reimbursed to Investment Funds or Investment Managers (including management fees, performance or incentive

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fees or allocations and redemption or withdrawal fees, however titled or structured); all costs and expenses directly related to portfolio transactions and positions for the Master Fund’s account such as direct and indirect expenses associated with the Master Fund’s investments, including its investments in Investment Funds (whether or not consummated), and enforcing the Master Fund’s rights in respect of such investments; transfer taxes and premiums; taxes withheld on non-U.S. dividends; fees for data and software providers; research expenses; professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts); if applicable in connection with temporary or cash management investments, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and margin fees; any non-investment-related interest expense; attorneys’ fees and disbursements; fees and disbursements of any accountants engaged by the Master Fund, and expenses related to the annual audit of the Master Fund; record-keeping and custody fees and expenses; the costs of errors and omissions/directors’ and officers’ liability insurance and a fidelity bond; the Management Fee; the costs of preparing and mailing reports and other communications to the Master Fund’s investors; expenses in connection with the ongoing offering of the Master Fund’s interests; fees and travel expenses of directors relating to meetings of the Master Fund’s Board of Directors and committees thereof; all costs and charges for equipment or services used in communicating information regarding the Master Fund’s transactions; and any extraordinary expenses, including indemnification expenses.

(e) Subject to procuring any required regulatory approvals, from time to time the Company may, alone or in conjunction with other accounts for which the Manager, or any of its affiliates, acts as general partner or investment adviser, purchase insurance in such amounts, from such insurers and on such terms as the Board shall determine.

(f) The expenses incurred by the Manager in connection with the Company’s formation, initial registration as an investment company under the 1940 Act, and the initial offering of Interests of the Company will be reimbursed to the Manager from the assets of the Company. The Company will only be obliged to reimburse organizational expenses and offering costs for twelve months after the Closing Date and if after such time such costs remain unpaid to the Manager, the Manager will bear the remaining portion of such expenditures. If such expenditures are paid in full prior to the twelfth month then, during the remainder of the twelve month period, newly admitted Members, and existing Members that subscribe for additional Interests, will be allocated a proportionate share of the amount previously reimbursed to the Manager, and those Members who bore the previously reimbursed expenditures will be credited with a proportionate share of the expenditures allocated to such newly admitted or existing Members. Expenses incurred in connection with the ongoing offering of Interests of the Company will be borne by the Company.

(g) In consideration of the services provided by the Manager to the Master Fund under the Investment Management Agreement, the Master Fund will pay the Manager a quarterly fee of 0.3125% of the Master Fund’s net assets (the “Management Fee”). The Offshore Fund, through its investment in the Master Fund, will bear its allocable portion of the Management Fee. In its sole discretion, the Manager shall be entitled to reduce the Offshore Fund’s share of the Management Fee, and such reduction will be for the benefit of all Members.

Article IV.

TERMINATION OF STATUS OF MANAGER AND DIRECTORS, TRANSFERS AND REPURCHASES

Section 4.1. Termination of Status of the Manager.

The status of the Manager as investment manager under the Investment Management Agreement between the Company and the Manager shall be terminated at any time, (i) by the Company on 60 days’ written notice to the Manager, without the payment any penalty, by a vote of a majority of the entire Board or by vote of a majority of the outstanding voting securities of the Company; or (ii) upon 90 days’ written notice by the Manager. The status of the Manager as investment manager of the Master Fund shall be terminated if the Investment Management Agreement between the Master Fund and the Manager terminates and the Master Fund does not enter into a new investment management agreement with the Manager, effective as of the date of such termination. The Investment Management Agreement will automatically and immediately terminate in the event of its assignment by the Manager, provided that an assignment to a successor to all or substantially all of the Manager’s business or to a wholly-owned subsidiary of such successor which does not result in a change of actual control of the Manager’s business shall not be deemed to be an assignment for the purposes of the Investment Management Agreement.

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Section 4.2. Termination of Status of a Director.

The status of a Director shall terminate if the Director, pursuant to Delaware law, is removed, resigns or is subject to various disabling events such as death, incapacity or bankruptcy. A Director may resign, subject to giving 90 days’ prior written notice to the other Directors if such resignation is likely to affect adversely the tax status of the Company.

Section 4.3. Removal of the Directors.

Any Director may be removed either by (a) the vote or written consent of at least two-thirds (2/3) of the Directors not subject to the removal vote or (b) 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.

Section 4.4. Removal of the Manager.

The Manager may be removed as Manager under this Agreement by the vote or written consent of Members holding not less than 80% of the total number of votes eligible to be cast by all Members.

Section 4.5. Transfer of Interests of Members.

(a) An Interest of a Member may be transferred only (i) by operation of law pursuant to the bankruptcy, insolvency or dissolution of such Member or (ii) under certain limited circumstances with the written consent of the Board (which may be withheld in its sole discretion).

(b) The Board may not consent to a Transfer unless:

(i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is one 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 Transferring Member (e.g., certain Transfers to affiliates);

(ii) (x) 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 believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto and (y) the person to whom the Interest is Transferred is one of the following: (A) a pension, profit-sharing, or other employee benefit trust that is exempt from taxation under Section 501(a) of the Code by reason of qualification under Section 401 of the Code; (B) an employee benefit plan or other program established pursuant to Sections 403(b), 408(k) or 457 of the Code; (C) a deferred compensation plan established by a corporation, partnership, non-profit entity or state and local government, or government-sponsored program, in each case, which is generally exempt from U.S. federal income tax; (D) a foundation, endowment or other organization that is exempt from taxation under Section 501(c) of the Code (other than an organization exempt under Section 501(c)(1)); (E) an individual retirement account (“IRA”) (including a regular IRA, spousal IRA for non-working spouse, Roth IRA and rollover IRA); or (F) a state college or university; and

(iii) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion.

(c) Any transferee that acquires an Interest by operation of law as the result of the bankruptcy, insolvency or dissolution of a Member, 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. Once a Member obtains the approval of the Board and satisfies the other requirements to transfer its Interests, the Board shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company as a Member.

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(d) In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, which may be withheld in its sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.5 shall be void.

(e) The admission of any transferee as a substituted Member will be effective upon the execution and delivery by, or on behalf of, the substituted Member of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each Member and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Company in connection with any Transfer. If a Member Transfers its entire Interest as a Member, it will not cease to be a Member unless and until the transferee is admitted to the Company as a substituted Member in accordance with this Section 4.5.

(f) Each Member shall indemnify and hold harmless the Company, the Directors, the Manager, 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 4.5 and (ii) any misrepresentation by such Member in connection with any such Transfer.

Section 4.6. 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 Company for repurchase that Interest or portion thereof. The Board from time to time, in its sole discretion and on such terms and conditions as it may determine, may cause the Company to repurchase Interests or portions thereof pursuant to written tenders. However, the Company shall not offer to repurchase Interests on more than two occasions during any Taxable 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 Company or Members. In determining whether to cause the Company to repurchase Interests pursuant to written tenders, the Board shall consider the recommendation of the Manager, and shall also consider the following factors, among others:

(i) whether any Members have requested to tender Interests or portions thereof to the Company;

(ii) the liquidity of the Company’s assets (including fees and costs associated with withdrawing from Investment Funds);

(iii) the investment plans and working capital and reserve requirements of the Company;

(iv) the relative economies of scale with respect to the size of the Company;

(v) the history of the Company in repurchasing Interests; and

(vi) the anticipated tax consequences of any proposed repurchases of Interests.

The Board shall cause the Company to repurchase Interests or portions thereof pursuant to written tenders only on terms fair to the Company and to all Members (including persons holding Interests acquired from Members), as applicable.

(b) A Member tendering for repurchase only a portion of the Member’s Interest will be required to maintain a Capital Account balance of at least $50,000 after giving effect to the repurchase. If a Member tenders an amount that would cause the Member’s Capital Account balance to fall below the required minimum, the Manager reserves the right to reduce the amount to be repurchased from the Member so that the required minimum balance is maintained or to repurchase the Member’s entire Interest in the Company.

(c) Repurchases pursuant to Company tender offers shall be effective after receipt and acceptance by the Company of all eligible written tenders of Interests from Members and, unless otherwise determined by the Board from time to time, including as a result of changes in applicable law or the interpretation thereof, shall be subject to the following repurchase procedures:

(i) Members choosing to tender an Interest for repurchase must do so by the applicable Notice Date. Generally, the Notice Date will be the last calendar day of the third month prior to the month containing the date as of which Interests are to be repurchased. (For example, the Notice Date for a repurchase offer having a December 31 repurchase date would be September 30.) Interests (or portions thereof) will be valued as of the Valuation Date (which date, unless otherwise determined by the Board, shall be the last business day of the month in which such Interests are to be repurchased);

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(ii) Promptly after the Notice Date, the Company will give to each Member whose Interest has been accepted for repurchase a Promissory Note entitling the Member to be paid an amount equal to the value, determined as of the Valuation Date, of the repurchased Interest;

(iii) The Promissory Note, which will be non-interest bearing and non-transferable, is expected to contain terms providing for payment at two separate times;

(iv) The initial payment in respect of the Promissory Note (the “Initial Payment”) will be in an amount equal to at least 90% of the estimated value of the repurchased Interest, determined as of the Valuation Date. The Initial Payment will be made as of the later of (1) a period of within 30 days after the Valuation Date, or (2) if the Master Fund has requested withdrawals of its capital from any Investment Funds in order to fund the repurchase of the Company’s interests in the Master Fund (through the Offshore Fund), within ten business days after the Master Fund has received at least 90% of the aggregate amount withdrawn from such Investment Funds; and

(v) The second and final payment in respect of the Promissory Note (the “Post-Audit Payment”) will be in an amount equal to the excess, if any, of (1) the value of the repurchased Interest, determined as of the Valuation Date and based upon the results of the annual audit of the Company’s financial statements for the year in which the Valuation Date occurs, over (2) the Initial Payment. The Manager anticipates that the annual audit of the Company’s financial statements will be completed within 60 days after the end of each Fiscal Year and that the Post-Audit Payment will be made promptly after the completion of the audit.

(vi) Although the amounts required to be paid by the Company under the Promissory Note will generally be paid in cash, the Company may under certain limited circumstances pay all or a portion of the amounts due by an in-kind distribution of securities.

(d) Notwithstanding anything in the foregoing to the contrary, the Board, in its discretion, may pay all or any portion of the repurchase price in marketable Securities (or any combination of marketable Securities and cash) having a value, determined as of the date of repurchase, equal to the amount to be repurchased.

All repurchases of Interests shall be subject to any and all conditions as the Board may impose in its sole discretion. The amount due to any Member whose Interest or portion thereof is repurchased shall be equal to the audited value of such Member’s Capital Account or portion thereof, as applicable, as of the Valuation Date, after giving effect to all allocations to be made to such Member’s Capital Account as of such date.

(e) The Board may, in its sole discretion, elect to impose charges on Members who submit their Interest for repurchase.

Article V.

CAPITAL

Section 5.1. Contributions to Capital.

(a) The minimum initial contribution of each Member to the capital of the Company shall be $75,000, subject to the discretion of the Manager to accept initial investments in lesser amounts. The amount of the initial contribution of each Member shall be recorded on the books and records of the Company upon acceptance as a contribution to the capital of the Company.

(b) The Members may make additional contributions to the capital of the Company of at least $10,000 (subject to the discretion of the Manager to accept additional contributions in lesser amounts), effective as of such times as the Manager, 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 Company except to the extent provided in Section 5.7 hereof.

(c) Except as otherwise permitted by the Board, (i) initial and any additional contributions to the capital of the Company by any Member shall be payable in cash, and (ii) initial and any additional contributions in cash shall be payable in readily available funds.

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Section 5.2. Rights of Members to Capital.

No Member shall be entitled to interest on any contribution to the capital of the Company, nor shall any Member be entitled to the return of any capital of the Company except (i) upon the repurchase by the Company of a part or all of such Member’s Interest pursuant to Section 4.6 hereof or (ii) upon the liquidation of the Company’s assets pursuant to Section 6.2 hereof. Except as specified in the Delaware Act, or with respect to distributions or similar disbursements made in error, no Member shall be liable for the return of any such amounts. No Member shall have the right to require partition of the Company’s property or to compel any sale or appraisal of the Company’s assets.

Section 5.3. Capital Accounts.

(a) The Company shall maintain a separate Capital Account for each Member.

(b) Each Member’s Capital Account shall have an initial balance equal to the amount of cash constituting such Member’s initial contribution to the capital of the Company.

(c) Each Member’s Capital Account shall be increased by the sum of (i) the amount of cash constituting additional contributions by such Member to the capital of the Company permitted pursuant to Section 5.1 hereof, plus (ii) all amounts credited to such Member’s Capital Account pursuant to Section 5.4 through Section 5.8 hereof.

(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 Section 4.6, Section 5.10, Section 5.11 or Section 6.2 hereof that are not reinvested (net of any liabilities secured by any asset distributed that such Member is deemed to assume or take subject to under Section 752 of the Code), plus (ii) any amounts debited against the Member’s Capital Account pursuant to Section 5.4 through Section 5.8 hereof.

(e) In the event all or a portion of the Interest of a Member is Transferred in accordance with the terms of this Agreement, the Transferee will succeed to the Capital Account of the Transferor to the extent of the Transferred Interest or portion of an Interest.

(f) No Member will be required to pay the Company or any other Member any deficit in such Member’s Capital Account upon dissolution of the Company or otherwise.

Section 5.4. Allocation of Net Profits and Net Losses.

As of the last day of each Fiscal Period, any Net Profits or Net Losses for 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.

Section 5.5. Allocation of Insurance Premiums and Proceeds.

(a) Any premiums payable by the Company for insurance purchased pursuant to Section 3.8(d) and Section 3.8(e) above shall be apportioned evenly over each Fiscal Period or portion thereof falling within the period to which such premiums relate under the terms of such insurance, and the portion of the premiums so apportioned to any Fiscal Period shall be allocated among and debited against the Capital Accounts of each Member who is a member of the Company during such Fiscal Period in accordance with such Member’s Investment Percentage for such Fiscal Period.

(b) Proceeds, if any, to which the Company may become entitled pursuant to such insurance shall be allocated among and credited to the Capital Accounts of each Member who is a member of the Company during the Fiscal Period in which the event that gives rise to recovery of proceeds occurs in accordance with such Member’s Investment Percentage for such Fiscal Period.

Section 5.6. Allocation of Certain Expenditures.

Except as otherwise provided for in this Agreement and unless prohibited by the 1940 Act, any expenditures payable by the Company, to the extent determined by the Board 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

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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 Company.

Section 5.7. Reserves.

(a) Appropriate reserves may be created, 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 Manager or the Board. Such reserves will be in the amounts that the Board, in its sole discretion, deems necessary or appropriate. The Board may increase or reduce any such reserves from time to time by such amounts as the Board, in its sole discretion, deems necessary or appropriate. The amount of any such reserve, or any increase or decrease therein, shall be proportionately charged or credited, as appropriate, to the Capital Accounts of those parties who are Members at the time when such reserve is created, increased or decreased, except that if any such individual reserve item, adjusted by any increase therein, exceeds the lesser of $500,000 or 1% of the aggregate value of the Capital Accounts of all such Members, then the amount of the reserve, increase or decrease may instead be charged or credited to those parties who were Members at the time, as determined by the Board 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) If at any time an amount is paid or received by the Company (other than contributions to the capital of the Company, 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 nevertheless, in accordance with the Company’s accounting practices, be treated as applicable to one or more prior Fiscal Periods, then such amount shall be proportionately charged or credited, as appropriate, to those parties who were Members during such prior Fiscal Period or Periods.

Section 5.8. Allocation of Organizational Expenses.

The Manager will allocate among the Members a monthly expense to reimburse the Manager for the Company’s organizational expenses and offering costs, as described in Section 3.8(f).

Section 5.9. Tax Allocations.

(a) 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 5.9 shall be made pursuant to the principles of Sections 704(b) and 704(c) of the Code, and in conformity with Treasury Regulations Sections 1.704-1(b)(2)(iv)(f), 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” requirements of Treasury Regulation Section 1.704-1(b)(2)(ii)(d).

(b) If the Company realizes capital gains (including short-term capital gains) for U.S. federal income tax purposes 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 Company pursuant to Article IV, the Manager may elect to allocate net gains as follows:

(i) to such Positive Basis Members, in proportion to the Positive Basis (as hereinafter defined) of each such Positive Basis Member, until either the full amount of the net gains has been so allocated or the Positive Basis of each Positive Basis Member shall have been eliminated; and

(ii) any net gains not so allocated to Positive Basis Members to the other Members in a manner that equitably reflects the amounts credited to the Members’ Capital Accounts.

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(c) If the Company realizes capital losses for U.S. federal income tax purposes for any Fiscal Year during or as of the end of which the Interests of one or more Negative Basis Members (as hereinafter defined) are repurchased by the Company under Article IV of this Agreement, the Manager may elect to allocate net losses as follows:

(i) to such Negative Basis Members, in proportion to the Negative Basis (as hereafter defined) of each Negative Basis Member, until either the full amount of net losses will have been so allocated or the Negative Basis of each Negative Basis Member has been eliminated, and

(ii) any net losses not so allocated to Negative Basis Members, to the other Members in a manner that reflects equitably the amounts credited to the Members’ Capital Accounts.

(d) As used herein, (i) the term “Positive Basis” means, with respect to any Member and as of any time of calculation, the amount by which the value of its Interest as of such time exceeds its “adjusted tax basis,” for U.S. 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 and without regard to such Member’s share of the liabilities of the Company under Section 752 of the Code), and (ii) the term “Positive Basis Member” means any Member whose Interest is repurchased by the Company 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 paragraph (b) equal to its Positive Basis as of the effective date of such repurchase.

(e) The term “Negative Basis” means, with respect to any Member and as of any time of calculation, the amount by which the Member’s “adjusted tax basis,” for U.S. federal income tax purposes, in the Member’s Interest in the Company as of that time (determined without regard to any adjustments made to the “adjusted tax basis” by reason of any Transfer or assignment of the Interest and without regard to such Member’s share of the liabilities of the Company under Section 752 of the Code) exceeds the value of its Interest as of such time. As used in this Section 5.9, the term “Negative Basis Member” means any Member whose Interest is repurchased by the Company and who has Negative Basis as of the effective date of the 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 paragraph (c) equal to its Negative Basis as of the effective date of such repurchase.

Section 5.10. Distributions.

The Board, in its sole discretion, may authorize the Company 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.

Section 5.11. Withholding.

(a) The Board 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 Company, or withheld by any other person, with respect to any amount distributed by the Company to any Member shall be deemed to be a distribution or payment to such Member pursuant to this Agreement, 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 Company as a contribution to the capital of the Company, upon demand of the Board, the amount of such excess.

(c) The Board 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 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 Company and each of the 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.

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Article VI.

DISSOLUTION AND LIQUIDATION

Section 6.1. Dissolution.

The Company shall be dissolved:

(a) upon the affirmative vote to dissolve the Company by: (i) the Board 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 failure of the Members to elect a successor Director at a meeting called by Manager in accordance with Section 2.6 hereof when no Director remains to continue the business of the Company;

(c) upon the expiration of any two year period that commences on the date on which any Member has submitted a written notice to the Company requesting to tender its entire Interest for repurchase by the Company, if such Interest has not been repurchased by the Company; or

(d) as required by operation of law.

Dissolution of the Company shall be effective on the later of the day on which the event giving rise to the dissolution shall occur, but the Company shall not terminate until the assets of the Company have been liquidated in accordance with Section 6.2 hereof and the Certificate has been canceled.

Section 6.2. Liquidation of Assets.

(a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the Company, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another liquidator will be elected by the Board. Net Profits and Net Losses 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 or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner:

(i) the debts, liabilities and obligations of the Company, other than debts 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 Company’s assets to the Members has been completed, shall first be paid on a proportionate basis;

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

(iii) the Members shall next be paid on a proportionate basis 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.

(b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date of such distribution.

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Article VII.

ACCOUNTING, VALUATIONS AND BOOKS AND RECORDS

Section 7.1. Accounting and Reports.

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

(b) After the end of each Taxable Year, the Company shall furnish to each Member such information regarding the operation of the Company and such Member’s Interest as is necessary for Members to complete U.S. federal and state income tax or information returns and any other tax information required by U.S. federal and state 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 is being made, the Company shall furnish to each Member an unaudited semi-annual report and an audited annual report containing the information required by such Act. The Company 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 accounting principles. The Company may furnish to each Member such other periodic reports as it deems necessary or appropriate in its discretion.

Section 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 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 may make such adjustments to the computation of Net Profits or Net Losses, and the allocation thereof to a Member’s Capital Account, or any components comprising any of the foregoing as it considers appropriate to reflect fairly and accurately the financial results of the Company and the intended allocation thereof among the Members.

Section 7.3. Valuation of Assets.

(a) Valuation of Securities and other assets shall be made by the Board in accordance with the requirements of the 1940 Act and the valuation procedures adopted by the Board.

(b) The value of the assets and liabilities shall be determined by reference to the latest market prices and values available and in further accordance with the valuation procedures adopted by the Board.

(c) The value of Securities and other assets of the Company and the net worth of the Company 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

Section 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 (including the vote of a majority of the Independent Directors, if required by the 1940 Act) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 1940 Act.

(b) Any amendment that would:

(i) increase the obligation of a Member to make any contribution to the capital of the Company;

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

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(iii) modify the events causing the dissolution of the Company;

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) to tender its entire Interest for repurchase by the Company.

(c) The power of the Board 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:

(i) 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;

(ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) 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

(iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company 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 for U.S. federal income tax purposes.

(d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

Section 8.2. Special Power of Attorney.

(a) Each Member hereby irrevocably makes, constitutes and appoints each Director, acting severally, and any liquidator of the Company’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:

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

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

(iii) all such other instruments, documents and certificates that, in the opinion of legal counsel to the Company, may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the Company 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 Company as a limited liability company under the Delaware Act.

(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 Company without such Member’s consent. If an amendment to the Certificate or this Agreement or any action by or with respect to the Company 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 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 Company.

(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 as such:

(i) 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 Company or Board shall have had notice thereof; and

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(ii) 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 for admission to the Company as a substituted Member or upon the withdrawal of a Member from the Company pursuant to a periodic tender, this power-of-attorney given by the transferor shall survive the delivery of such assignment or withdrawal for the sole purpose of enabling the Board to execute, acknowledge and file any instrument necessary to effect such substitution or withdrawal.

Section 8.3. Notices.

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 Board or the Manager, by hand delivery, registered or certified mail return receipt requested, commercial courier service, telex or telecopier, and shall be addressed to the respective parties hereto at their addresses as set forth in the books and records of the Company. 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.

Section 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.

Section 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 Company’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.

Section 8.6. Choice of Law; Arbitration.

(a) 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 Delaware, including the Delaware Act without regard to the conflict of law principles of such State.

(b) To the extent such action is consistent with the provisions of the 1940 Act and any other applicable law, except as provided in Section 8.11(b) of this Agreement, each Member agrees to submit all controversies arising between or among Members or one or more Members and the Company in connection with the Company or its businesses or concerning any transaction, dispute or the construction, performance or breach of this Agreement or any other agreement relating to the Company, whether entered into prior to, on or subsequent to the date of this Agreement, to arbitration in accordance with the provisions set out in this

Section 8.6. EACH MEMBER UNDERSTANDS THAT ARBITRATION IS FINAL AND BINDING ON THE MEMBERS AND THAT THE MEMBERS IN EXECUTING THIS AGREEMENT ARE WAIVING THEIR RIGHTS TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY TRIAL.

(c) Controversies will be finally settled by, and only by, arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (the “AAA”) to the fullest extent permitted by law. The place of arbitration will be New York, New York. Any arbitration under this Section 8.6 will be conducted before a panel of three arbitrators. The Member or Members initiating arbitration under this Section 8.6 will appoint one arbitrator in the demand for arbitration. The Member or Members against whom or which arbitration is sought will jointly appoint one arbitrator within 30 business days after notice from the AAA of the filing of the demand for arbitration. The two arbitrators nominated by the Members will attempt to agree on a third arbitrator within 30 business days of the appointment of the second arbitrator. If the two

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arbitrators fail to agree on the third arbitrator within the 30-day period, then the AAA will appoint the third arbitrator within 30 business days following the expiration of the 30-day period. Any award rendered by the arbitrators will be final and binding on the Members, and judgment upon the award may be entered in the supreme court of the state of New York and/or the U.S. District Court for the Southern District of New York, or any other court having jurisdiction over the award or having jurisdiction over the Members or their assets. The arbitration agreement contained in this Section 8.6 will not be construed to deprive any court of its jurisdiction to grant provisional relief (including by injunction or order of attachment) in aid of arbitration proceedings or enforcement of an award. In the event of arbitration as provided in this Section 8.6, the arbitrators will be governed by and will apply the substantive (but not procedural) law of Delaware, to the exclusion of the principles of the conflicts of law of Delaware. The arbitration will be conducted in accordance with the procedures set out in the commercial arbitration rules of the AAA. If those rules are silent with respect to a particular matter, the procedure will be as agreed by the Members, or in the absence of agreement among or between the Members, as established by the arbitrators. Notwithstanding any other provision of this Agreement, this Section 8.6(c) will be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. (S) 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it is determined by a court of competent jurisdiction that any provision or wording of this Section 8.6(c), including any rules of the AAA, are invalid or unenforceable under the Delaware Arbitration Act or other applicable law, such invalidity will not invalidate all of this Section 8.6(c). In that case, this Section 8.6(c) will be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 8.6(c) will be construed to omit such invalid or unenforceable provision.

Section 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, the Manager and the Company. This Agreement is not intended for the benefit of non-member creditors and no rights are granted to non-Member creditors under this Agreement.

Section 8.8. Consents.

Any and all consents, agreements or approvals provided for or permitted by this Agreement (including minutes of any meeting) shall be in writing and a signed copy thereof shall be filed and kept with the books of the Company.

Section 8.9. Merger and Consolidation.

(a) The Company may merge or consolidate with or into one or more limited liability companies formed under the Delaware Act or other business entities pursuant to an agreement of merger or consolidation that has been approved in the manner contemplated by Section 18-209(b) of the Delaware Act or may sell, lease or exchange all or substantially all of the Company property, including its good will, upon such terms and conditions and for such consideration when and as authorized by the Board. The Board alone may approve, and Member approval shall not be required for, any merger or consolidation of the Company or any sale, lease or exchange of Company property, if such action would not have the effect of (i) increasing the obligation of a Member to make any contribution to the capital of the Company, (ii) reducing the Capital Account of a Member other than in accordance with Article V hereof, or (iii) modifying the events causing the dissolution of the Company.

(b) Notwithstanding anything to the contrary contained elsewhere in this Agreement, an agreement of merger or consolidation approved in accordance with Section 18-209(b) of the Delaware Act may, to the extent permitted by Section 18-209(f) of the Delaware Act, (i) effect any amendment to this Agreement, (ii) effect the adoption of a new limited liability company agreement for the Company if it is the surviving or resulting limited liability company in the merger or consolidation, or (iii) provide that the limited liability company agreement of any other constituent limited liability company to the merger or consolidation (including a limited liability company formed for the purpose of consummating the merger or consolidation) shall be the limited liability company agreement of the surviving or resulting limited liability company.

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Section 8.10. Pronouns.

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

Section 8.11. Confidentiality.

(a) A Member may obtain from the Company such information regarding the affairs of the Company as is just and reasonable under the Delaware Act, 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.

(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, which consent may be withheld in its sole discretion.

(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 Company. Accordingly, in addition to any and all other remedies at law or in equity to which the non-breaching Members and the Company 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 Company 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.

Section 8.12. 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).

Section 8.13. Filing of Returns.

The Board or its designated agent shall prepare and file, or cause the accountants of the Company to prepare and file, a U.S. 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 Taxable Year of the Company.

Section 8.14. Tax Matters Partner.

(a) The Manager shall be designated on the Company’s annual federal income tax return, and have full powers and responsibilities, as the Tax Matters Partner of the Company for purposes of Section 6231(a)(7) of the Code. In the event the Manager cannot act as Tax Matters Partner, another Member shall be so designated. Should any Member other than the Manager be designated as the Tax Matters Partner for the Company 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 the Manager all of its rights, powers and authority to act as such Tax Matters Partner and hereby constitutes and appoints the Manager 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 Manager’s judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Company under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Company from any and all liabilities and obligations that arise from or by reason of such designation.

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(b) Each person (for purposes of this Section 8.14(b), called a “Pass-Thru Partner”) 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 Partner 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 Company holding such interests through such Pass-Thru Partner. In the event the Company shall be the subject of an income tax audit by any federal, state or local authority, to the extent the Company 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 Company and each Member thereof. All expenses incurred by the Company or the Tax Matters Partner in connection with any such audit, investigation, settlement or review shall be borne by the Company.

Section 8.15. Section 754 Election; Mandatory Basis Adjustments.

(a) In the event of a distribution of Company property to a Member or an assignment or other Transfer of all or part of the Interest of a Member in the Company, at the request of a Member, the Manager, in its discretion, may cause the Company to elect, pursuant to Section 754 of the Code, or the corresponding provision of subsequent law, to adjust the basis of the Company property as provided by Sections 734 and 743 of the Code.

(b) In connection with a repurchase of a Member’s Interest or a distribution to a Member, such Member shall, at the request of the Manager, provide the Company with any information necessary to enable the Manager to determine the adjusted U.S. federal income tax basis of such Member’s Interest immediately prior to such repurchase or distribution.

(c) In connection with any Transfer of an Interest, the transferee shall provide the Company, within 30 days after such Transfer, with the written notice described in Section 3 of Notice 2005-32, 2005-16 I.R.B. 895 (or any successor regulation or administrative pronouncement).

[Signature Page to Follow]

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

MANAGER:

PNC CAPITAL ADVISORS, INC.
By:	/s/    KEVIN A. MCCREADIE
Name:	Kevin A. McCreadie
Title:	President

MEMBERS:

Each person who shall sign the Company’s investor application or certification and who shall be accepted by the Board to the Company as a Member.

Original dated as of August 4, 2005 and amended as of October 5, 2007

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Appendix B

INVESTOR QUALIFICATIONS

Interests in the Fund are offered only to certain Eligible Investors. In order to be eligible to purchase an Interest in the Fund, a prospective investor must be:

(1) a “qualified client” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended; and

(2) one of the following: (1) a pension, profit-sharing, or other employee benefit trust that is exempt from taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), by reason of qualification under Section 401 of the Code; (2) an employee benefit plan or other program established pursuant to Sections 403(b), 408(k) or 457 of the Code; (3) a deferred compensation plan established by a corporation, partnership, non-profit entity or state and local government, or government-sponsored program, in each case, which is generally exempt from U.S. federal income tax; (4) a foundation, endowment or other organization that is exempt from taxation under Section 501(c) of the Code (other than an organization exempt under Section 501(c)(1)); (5) an IRA (including regular IRA, spousal IRA for non-working spouse, Roth IRA and rollover IRA); or (6) a state college or university.

Qualified Client

The following persons are “qualified clients” under Rule 205-3 under the Advisers Act:

(a) a natural person who or a company that immediately after an initial investment in the Fund has at least $750,000 under the management of the Manager or the Adviser;

(b) a natural person who or a company that has a net worth (together, in the case of a natural person, with assets held jointly with a spouse) of more than $1,500,000;

(c) a natural person who (alone or together with his or her spouse) owns at least $5,000,000 in investments (as defined by the Securities and Exchange Commission) (“Investments”);

(d) a company that owns not less than $5,000,000 in Investments and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons;

(e) a trust that is not covered by clause (d) and that was not formed for the specific purpose of acquiring the Interest, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor of other person who has contributed assets to the trust, is a person described in clauses (c), (d) or (f);

(f) an entity, acting for its own account or the accounts of other persons described in clauses (c), (d), (e), (f), (g) and/or (h), who in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in Investments;

(g) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act (as that term is modified by the limitations imposed thereon by Rule 2a51-1(g)(1) under the 1940 Act;

(h) a company, regardless of the amounts of its Investments, each of the beneficial owners of the securities of which is a person described in clauses (c) through (g); or

(i) a natural person who immediately prior to an initial investment in the Fund is:

(A) an executive officer, director, trustee, general partner, or person serving in a similar capacity, of the Manager; or

(B) an employee of the Manager (other than an employee performing solely clerical, secretarial or administrative functions with regard to the Manager) who, in connection with his or her regular functions or duties, participates in the investment activities of the Manager, provided that such employee has been performing such functions and duties for or on behalf of the Manager, or substantially similar functions or duties for or on behalf of another company for at least 12 months.

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Appendix C

PNC Alternative Investment Funds

Notice of Privacy Policy & Practices

The funds recognize and respect the privacy concerns and expectations of our customers¹.

The funds provide this notice to you so that you will know what kinds of information the funds collect and the circumstances in which that information may be disclosed to third parties who are not affiliated with the funds.

Collection of Customer Information

The funds collect nonpublic personal information about customers from the following sources:

• Subscription Documents and other forms, which may include a customer’s name, address, social security number, and information about a customer’s net worth, investment goals and risk tolerance;

• Account History, including information about the transactions and balances in a customer’s accounts; and

• Correspondence, written, telephonic or electronic, between a customer and the funds or service providers to the funds.

Disclosure of Customer Information²

The funds may disclose all of the information described above to certain third parties who are not affiliated with the funds under one or more of these circumstances:

• As Authorized—if you request or authorize the disclosure of the information.

• As Permitted by Law—for example, sharing information with companies who maintain or service customer accounts for the funds is permitted and is essential for us to provide members with necessary or useful services with respect to their accounts.

• Under Joint Agreements—the funds may also share information with companies that perform marketing services on their behalf or to other financial institutions with whom the funds have joint marketing agreements.

Security of Customer Information

The funds require service providers to the funds:

• to maintain policies and procedures designed to assure only appropriate access to, and use of, information about customers of the funds; and

• to maintain physical, electronic and procedural safeguards that comply with federal standards to guard nonpublic personal information of customers of the funds.

• The funds will adhere to the policies and practices described in this notice regardless of whether you are a current or former member of the funds.

Please call 1-800-239-0418 if you have any questions concerning this notice, or about the funds in general.

¹ For purposes of this notice, the terms “customer” or “customers” includes individuals who provide nonpublic personal information to the funds, but do not invest in the funds.

² The funds do not share information about members who are residents of California with affiliates of the funds or with unaffiliated companies under joint marketing agreements.

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Appendix D

PERFORMANCE INFORMATION

This appendix presents past performance information of the Fund from January 1, 2003 to March 31, 2010. The Fund commenced investment operations on July 1, 2006. Performance prior to that date is the past performance information of PNC Absolute Return Fund LLC, a privately-offered fund registered under the Investment Company Act of 1940, as amended, that utilized a multi-manager, multi-strategy investment approach (the “Private Fund”). Pursuant to a reorganization transaction that was approved by the Private Fund’s Board of Directors on August 11, 2005, the Private Fund was reorganized into a master-feeder structure in which the Master Fund assumes the Private Fund’s portfolio and the Private Fund becomes a feeder fund of the Master Fund. The Master Fund thus becomes the Private Fund’s successor. In addition to the Private Fund, the Fund (through the Offshore Fund) is also a feeder fund of the Master Fund, as described in this prospectus.

Prior to the reorganization, the Private Fund was managed by PNC Capital Advisors, Inc., predecessor investment manager of the Fund and Master Fund prior to September 29,2009. As of September 29, 2010, PNC Capital Advisors, LLC serves as investment manager of the Fund and Master Fund. Prior to the reorganization, the Private Fund was managed by Ramius Fund of Funds Group LLC, predecessor investment adviser of the Master Fund prior to November 2,2009. As of November 2, 2009, the Adviser serves as the investment adviser to the Master Fund. The Private Fund, the Master Fund and the Fund have substantially similar investment objectives, polices and strategies. The Manager and the Adviser will manage the Master Fund substantially similarly to the Private Fund. Accordingly, the Fund through its investment in the Master Fund (via the Offshore Fund) will benefit from substantially similar investment management as that rendered by the Manager and the Adviser to the Private Fund.

The performance information shown is not an indication of how the Fund will perform in the future. The Fund’s performance in the future may be different from the past performance of the Private Fund due to factors such as differences in cash flows, fees, expenses, portfolio size, the number and identity of the Investment Funds, investment limitations and diversification requirements, if any. All of these factors could have a negative impact on the Fund’s performance as compared to the past performance of the Private Fund. In addition, the period covered by the prior performance information is limited, and may not reflect performance in different economic cycles.

Prospective investors should recognize that the fees and expenses of the Fund will differ from the fees and expenses of the Private Fund. The past performance of the Private Fund shown in this appendix reflects fees and expenses that are different from the fees and expenses of the Fund.

The performance information shown below has not been audited by an independent public accounting firm and is subject to change. The performance does not comply with the Global Investment Performance Standards (GIPS^®).

THE PERFORMANCE FIGURES PRESENTED ARE THE HISTORICAL PERFORMANCE OF THE FUND AND THE PRIVATE FUND, THE ASSETS OF WHICH WILL BE, AS A RESULT OF THE REORGANIZATION, HELD BY THE MASTER FUND, IN WHICH THE FUND (THROUGH THE OFFSHORE FUND) INVESTS SUBSTANTIALLY ALL OF ITS INVESTABLE ASSETS.

THE PAST PERFORMANCE OF THE PRIVATE FUND IS NO GUARANTEE OF THE FUTURE RESULTS OF EITHER THE MASTER FUND OR THE FUND.

Net Monthly Returns
	Jan		Feb		Mar		Apr		May		Jun		Jul		Aug		Sep		Oct		Nov		Dec		YTD
2010	0.17	%	0.43	%	1.35	%																			1.96	%
2009	0.73	%	-0.20	%	-0.09	%	1.30	%	2.46	%	0.59	%	1.67	%	1.04	%	1.39	%	0.34	%	0.91	%	0.86	%	11.54	%
2008	-1.59	%	0.91	%	-1.70	%	0.83	%	0.95	%	-1.49	%	-1.44	%	-0.45	%	-6.36	%	-7.18	%	-2.90	%	-2.48	%	-20.96	%
2007	1.46	%	1.24	%	1.18	%	1.66	%	2.00	%	0.90	%	-0.69	%	-0.59	%	1.31	%	1.14	%	-0.53	%	0.09	%	9.52	%
2006	1.60	%	0.70	%	0.93	%	1.67	%	-0.66	%	0.58	%	0.00	%	0.38	%	3.88	%	1.08	%	1.05	%	1.04	%	4.46	%
2005	0.07	%	0.73	%	-0.02	%	-0.71	%	-0.39	%	0.76	%	1.29	%	0.63	%	0.72	%	-0.16	%	0.51	%	1.07	%	4.58	%
2004	1.01	%	0.46	%	-0.22	%	0.61	%	-0.11	%	0.36	%	0.15	%	0.07	%	0.43	%	0.41	%	1.44	%	1.01	%	5.75	%
2003	1.44	%	0.43	%	-0.10	%	1.34	%	1.31	%	0.57	%	-0.06	%	0.41	%	0.67	%	0.92	%	0.68	%	0.89	%	8.83	%

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Statistical Data Since Inception
(as of June 30, 2010)

Annualized Return

Average Monthly Return

Largest Drawdown

Months to Recover

Annualized Standard Deviation

Annualized Sharpe Ratio

% of Positive Months

The performance information shown is net of fees and expenses of the Private Fund, but does not reflect the payment of a sales load or any taxes payable by a particular investor, which, if reflected, would reduce the performance shown.

Definitions

Standard Deviation: A statistical measurement of the dispersion around a fund’s average return over a specified time period. It describes how widely returns vary over a designated time period. A higher standard deviation indicates a wider dispersion of past returns and thus greater historical volatility. Standard deviation does not indicate how the fund actually performed, but merely indicates the volatility of its return over time.

Sharpe Ratio: The Sharpe ratio measures how well a fund is rewarded for the risk it incurs. The higher the ratio, the better the return per unit of risk taken. It is calculated by subtracting the risk-free rate from the fund’s annualized average return, and dividing the result by the fund’s annualized standard deviation. A Sharpe ratio of 1.0 indicates that the rate of the return is proportional to the risk assumed in seeking that reward.

Drawdown: The percentage loss that a fund incurs from its peak net asset value to its lowest value. The maximum drawdown over a significant period is sometimes employed as a means of measuring the risk of a vehicle. Usually expressed as a percentage decline in net asset value.

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PART C

OTHER INFORMATION

Item 25. Financial Statements and Exhibits

(1) Financial Statements:

Included in Part A: Financial Highlights and the following financial statements are incorporated by reference to the Registrant’s Annual report for the period ending March 31, 2010, filed with the SEC on June 8, 2010:

(i) Report of Independent Registered Public Accounting Firm, dated May 28, 2010

(ii) Statement of Assets and Liabilities as of March 31, 2010

(iii) Statement of Operations for the year ended March 31, 2010

(iv) Statement of Changes in Members’ Capital for the two years ended March 31, 2010

(v) Statement of Cash Flows for the year ended March 31, 2010

(vi) Notes to Financial Statements, dated March 31, 2010

(2) Exhibits:

(a)(i)	Certificate of Formation(1)
(a)(ii)	Certificate of Amendment to Registrant’s Certificate of Formation(2)
(a)(iii)	Limited Liability Company Agreement(2)
(b)	Not Applicable
(c)	Not Applicable
(d)	Incorporated by reference to Exhibit (a)(ii) above.
(e)	Not Applicable
(f)	Not Applicable
(g)(i)	Investment Management Agreement between Registrant and PNC Capital Advisors, LLC (“PCA”) (formerly PNC Capital Advisors, Inc.)+
(g)(ii)	Investment Management Agreement between the Master Fund and PCA+
(g)(iii)	Investment Advisory Agreement among the Master Fund, PCA and Ramius Alternative Solutions LLC (formerly, Ramius Fund of Funds Group LLC)+
(h)	Distribution Agreement between Registrant and PNC Fund Distributor, LLC (formerly, PNC Fund Distributor, Inc.) dated March 31, 2009(3)
(i)	Deferred Compensation Plan+
(j)	Custodian Services Agreement between Registrant and PFPC Trust Company+
(k)(i)	Administration Agreement between Registrant and PCA(4)
(k)(ii)	Sub-Administration Agreement between PCA and BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.), Inc.)+
(k)(iii)	Escrow Agreement among Registrant and BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.), Inc.)+
(k)(iv)	Clearsky Agreement between Registrant and BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.), Inc.)+
(l)	Opinion and Consent of counsel for Registrant*
(m)	Not Applicable
(n)	Consent of Independent Registered Public Accounting Firm+
(o)	Not Applicable
(p)	Not Applicable
(q)	Agreement Regarding Initial Capital(6)
(r)(i)	Code of Ethics of Registrant(6)
(r)(ii)	Code of Ethics of PCA+
(r)(iii)	Code of Ethics of Ramius Alternative Solutions LLC (formerly, Ramius Fund of Funds Group LLC)(6)
(r)(iv)	Code of Ethics of PNC Fund Distributor, LLC(2)

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(s)(i)	Powers of Attorney+
(s)(ii)	Appointment of Agent for Service of Process(4)

(1) Incorporated by reference to the Registrant’s Registration Statement on Form N-2 filed with the SEC on May 13, 2002 (Reg. Nos. 811-21815, 33-128723).

(2) Incorporated by reference to the Registrant’s Registration Statement on Form N-2 filed with the SEC on August 1, 2008 (Reg. Nos. 811-21815, 33-128723).

(3) Incorporated by reference to the Registrant’s Registration Statement on Form N-2 filed with the SEC on August 3, 2009 (Reg. Nos. 811-21815, 33-128723).

(4) Incorporated by reference to the Registrant’s Registration Statement on Form N-2 filed with the SEC on June 29, 2006 (Reg. Nos. 811-21815, 33-128723).

(5) Incorporated by reference to the Registrant’s Registration Statement on Form N-2 filed with the SEC on July 27, 2007 (Reg. Nos. 811-21815, 33-128723).

(6) Incorporated by reference to the Registrant’s Registration Statement on Form N-2 filed with the SEC on September 30, 2005 (Reg. Nos. 811-21815, 33-128723).

⁺ Filed herewith.

* To be filed by amendment.

Item 26. Marketing Arrangements

Please refer to Item 25(2)(h) above.

Item 27. Other Expenses of Issuance and Distribution

Not applicable.

Item 28. Persons Controlled By or Under Common Control

The following entities may be considered to be under common control with the Registrant at the time of this filing:

PNC Absolute Return Fund LLC;

PNC Absolute Return Master Fund LLC;

PNC Alternative Strategies Fund LLC;

PNC Alternative Strategies TEDI Fund LLC;

PNC Alternative Strategies Master Fund LLC;

PNC Long-Short Fund LLC;

PNC Long-Short TEDI Fund LLC;

PNC Long-Short Master Fund LLC;

PNC Funds; and

PNC Advantage Funds

(each organized under the laws of Delaware)

Each of these entities has a Board of Directors that is identical in composition to the Board of Directors of each other entity and the Registrant. The Manager’s parent company, PNC Bank, National Association (“PNC Bank”), may be deemed to be the beneficial owner, for purposes of the federal securities laws, because PNC Bank possesses sole or shared voting power in excess of 25% of the voting securities of PNC Absolute Return Fund, PNC

2

Alternative Strategies Fund and PNC Long-Short Fund. PNC Bank does not, however, have any economic interest in such Shares, which are held solely for the benefit of its customers. PNC Bank is a wholly-owned subsidiary of The PNC Financial Services Group, Inc. (“PNC”), a financial holding company regulated by the Board of Governors of the Federal Reserve System. PNC Investment Corp., and affiliate of PNC, owns in excess of 25% of PNC Absolute Return Fund, PNC Alternative Strategies Fund and PNC Long-Short Fund.

Item 29. Number of Holders of Securities

The following table sets forth the approximate number of record holders of each class of the Registrant’s securities at June 30, 2010.

Title of Class	Number of Record  Holders
Limited liability company interests	[    ]

Item 30. Indemnification

Registrant’s Limited Liability Agreement contains provisions limiting the liability, and providing indemnification, of the Registrant’s Directors and officers under certain circumstances.

Registrant hereby undertakes that it will apply the indemnification provision of the Registrant’s Limited Liability Company Agreement in a manner consistent with Release 40-11330 of the SEC under the Investment Company Act of 1940, so long as the interpretation therein of Sections 17(h) and 17(i) of such Act remains in effect.

Insofar as indemnification for liability arising under the Securities Act may be permitted for directors, officers and controlling persons of the Registrant pursuant to the provisions described in this Item 30, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 31. Business and Other Connections of Investment Adviser

Ramius Alternative Solutions LLC, the Registrant’s investment adviser, acts as investment adviser or subadviser for other registered investment companies and investment funds excluded from the definition of investment company under the Investment Company Act of 1940. The Adviser is also registered as a commodity pool operator with the U.S. Commodity Futures Trading Commission. Information as to the directors and officers of the Adviser, together with a description of any other business, profession, vocation, or employment of a substantial nature in which the Adviser, and each director, executive officer, managing member or partner of the Adviser, is or has been, at any time during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, managing member, partner or trustee, is included in the Adviser’s Form ADV as filed with the SEC (File No. 801-60159), and is incorporated herein by reference.

PNC Capital Advisors, LLC, the Registrant’s investment manager, acts as investment adviser or subadviser for a number of other registered investment companies. Information as to the directors and officers of the Manager, together with a description of any other business, profession, vocation, or employment of a substantial nature in which the Manager, and each director, executive officer, managing member or partner of the Manager, is or has been, at any time during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, managing member, partner or trustee, is included in the Manager’s Form ADV as filed with the SEC (File No. 801-70684), and is incorporated herein by reference.

Item 32. Location of Accounts and Records

All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules thereunder are maintained at the offices of:

(1) the Registrant and PNC Capital Advisors, LLC, the Registrant’s administrator, at Two Hopkins Plaza, Baltimore, MD 21201;

3

(2) PFPC Trust Company, the Registrant’s custodian, at 8800 Tinicum Boulevard, 4th floor Philadelphia, PA 19153;

(3) BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.), Inc.), the sub-administrator and escrow agent, at 301 Bellevue Parkway, Wilmington, Delaware 19809.

Item 33. Management Services

Not applicable.

Item 34. Undertakings

1. Note applicable.

2. Not applicable.

3. Not applicable.

4.a. The Registrant undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement (1) to include any prospectus required by Section 10(a)(3) of the 1933 Act; (2) to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (3) and to include any material information with respect to any plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

b. The Registrant undertakes that, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof; and to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

5. Not applicable.

6. The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of an oral or written request, its Statement of Additional Information.

4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf, and in its capacity as managing member of PNC Absolute Return Cayman Fund LDC, by the undersigned, thereunto duly authorized, in Baltimore, Maryland, on the 1^st day of July 2010.

PNC Absolute Return TEDI Fund LLC
By:	*
Name:	Kevin A. McCreadie
Title:	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* Kevin A. McCreadie	President (Principal Executive Officer)	July 1, 2010
* John F. Kernan	Treasurer (Principal Financial and Accounting Officer)	July 1, 2010
* Edward D. Miller, Jr.	Director	July 1, 2010
* John R. Murphy	Director	July 1, 2010
* Robert D. Neary	Director	July 1, 2010
* L. White Matthews, III	Director	July 1, 2010
* Richard W. Furst	Director	July 1, 2010
* Kelley J. Brennan	Director	July 1, 2010
* Dale C. LaPorte	Director	July 1, 2010
* Dorothy A. Berry	Director	July 1, 2010

*By:	/S/    SAVONNE L. FERGUSON
	Savonne L. Ferguson
	as attorney-in-fact

* Pursuant to power of attorney filed herewith.

SIGNATURES

PNC Absolute Return Master Fund LLC has duly caused this Registration Statement of PNC Absolute Return TEDI Fund LLC to be signed on its behalf by the undersigned, thereunto duly authorized, in Baltimore, Maryland, on the 1^st day of July 2010.

PNC Absolute Return Master Fund LLC
By:	*
Name:	Kevin A. McCreadie
Title:	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
*	President (Principal Executive Officer)	July 1, 2010
Kevin A. McCreadie
* John F. Kernan	Treasurer (Principal Financial and Accounting Officer)	July 1, 2010
*	Director	July 1, 2010
Edward D. Miller, Jr.
*	Director	July 1, 2010
John R. Murphy
*	Director	July 1, 2010
Robert D. Neary
*	Director	July 1, 2010
L. White Matthews, III
*	Director	July 1, 2010
Richard W. Furst
*	Director	July 1, 2010
Kelley J. Brennan
*	Director	July 1, 2010
Dale C. LaPorte
*	Director	July 1, 2010
Dorothy A. Berry

*By:	/S/    SAVONNE L. FERGUSON
	Savonne L. Ferguson
	as attorney-in-fact

* Pursuant to power of attorney filed herewith.

INDEX TO EXHIBITS

Exhibit Number	Description
2(g)(i)	Investment Management Agreement with Fund and PNC Capital Advisors, LLC (“PCA”)
2(g)(ii)	Investment Management Agreement with Master Fund and PCA
2(g)(iii)	Investment Advisory Agreement among the Master Fund, PCA and Ramius Alternative Solutions LLC
2(i)	Deferred Compensation Plan
2(j)	Custodian Services Agreement between Registrant and PFPC Trust Company
2(k)(ii)	Sub-Administration Agreement between PCA and BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.), Inc.)
2(k)(iii)	Escrow Agreement between Registrant and BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.), Inc.)
2(k)(iv)	Clearsky Agreement between Registrant and BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.), Inc.)
2(n)	Consent of Independent Registered Public Accounting Firm
2(r)(ii)	PNC Capital Advisors, LLC Code of Ethics
2(s)(i)	Powers of Attorney

EX-99.2(G)(I)

EX99 – 2(g)(i)

INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT made as of this 22nd day of January, 2010, by and between PNC Absolute Return TEDI Fund LLC, a Delaware limited liability company (the “Company”), and PNC Capital Advisors, LLC, a Delaware limited liability company (the “Manager”).

1. Duties and Compensation of the Manager.

For the services to be rendered by the Manager to PNC Absolute Return Master Fund LLC (the “Master Fund”) as provided in the Investment Management Agreement between the Master Fund and the Manager (the “Master Fund Investment Management Agreement”), the Company, which invests substantially all of its investable assets into the Master Fund (through PNC Absolute Return Offshore TEDI Fund LDC) and therefore directly benefits from the Manager’s services, shall pay the Manager at the end of each fiscal year, a performance-based incentive fee (the “Incentive Fee”) equal to 10% of each member’s net profits for such incentive period in excess of such member’s loss carryforward amount, which commences at zero and is increased or reduced each incentive period by the net losses or net profits, respectively, allocated to a member’s capital account for such incentive period; provided however, that for any given incentive period, no incentive fee will be charged to any member unless the net profits applicable to such member exceed the “Benchmark Return” (as defined herein) for such incentive period, and further provided that the Incentive Fee will be charged only up to the extent that it does not reduce such member’s net profits below the amount of the Benchmark Return. As used herein, “Benchmark Return” is a non-cumulative return, determined from the first date of the fiscal year, except if a member’s initial capital contribution is made after the beginning of the fiscal year, the Benchmark Return is instead determined from such initial contribution date. The Benchmark Return as of any accounting date equals the average of the rates for the generic three-month LIBOR as of the last date of the four immediately preceding calendar quarters, as published by Bloomberg, L.P.

2. Other Services.

It is understood by both parties that the Manager will also be retained to serve in capacities for the Company and the Master Fund, other than in its capacity as investment manager to the Master Fund, through separate contracts, and shall be compensated for such additional services in accordance with the terms set forth thereunder. Such other responsibilities may include, but are not limited to, serving as Administrator pursuant to an Administrative Services Agreement.

3. Reports.

The parties agree to furnish to each other current prospectuses, proxy statements, reports to partners, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request in connection with this Agreement.

The Manager shall submit and present to the Board of Directors of the Company (the “Board”) reports of the assets of the Company and the Master Fund, the value of such assets, and the performance of the investment funds in which the Master Fund invests its assets, on a quarterly basis. All investment information supplied by the Manager to the Board is confidential and is to be used by the Company for internal purposes only. Upon termination of this Agreement, the Manager shall promptly, upon demand, return to the Company all records (or copies of such records) that the Company reasonably believes are necessary in order to discharge the Manager’s responsibilities to the Company.

4. Liability of Manager.

In the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, in performance of its obligations and duties hereunder and under the Master Fund Investment Management Agreement, the Manager shall not be subject to any liability whatsoever to the Company, or to any Member for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder and under the Master Fund Investment Management Agreement including, without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Master Fund.

5. Indemnification.

(a) To the fullest extent permitted by law, the Company shall, subject to Section 5(c), indemnify the Manager (including for this purpose each officer, director, partner, principal, employee or agent of, or any person who controls, is controlled by or is under common control with, the Manager, and their respective executors, heirs, assigns, successors or other legal representatives) (each such person being referred to as an “indemnitee”) against all losses, claims, damages, liabilities, costs and expenses arising by reason of being or having been Manager to the Master Fund, or the past or present performance of services to the Company or the Master Fund in accordance herewith and with the Master Fund Investment Management Agreement by the indemnitee, except to the extent that the loss, claim, damage, liability, cost or expense was caused by reason of willful misfeasance, bad faith or gross negligence of the duties involved in the conduct of the indemnitee’s office. These losses, claims, damages, liabilities, costs and expenses include, but are not limited to, amounts paid in satisfaction of judgments, in compromise, or as fines or penalties, and counsel fees and expenses, 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 the 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. The rights of indemnification provided under this Section 5 are not to be construed so as to provide for indemnification of an indemnitee for any liability (including liability under U.S. federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith) to the extent that indemnification would be in violation of applicable law, but shall be construed so as to effectuate the applicable provisions of this Section 5.

2

(b) Expenses, including counsel fees and expenses, incurred by any 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 Company in advance of the final disposition of any action, suit, investigation or other proceeding upon receipt of an undertaking by or on behalf of the indemnitee to repay to the Company amounts paid if a determination is made that indemnification of the expenses is not authorized under Section 5(a) of this Agreement, so long as (i) the indemnitee provides security for the undertaking, (ii) the Company is insured by or on behalf of the indemnitee against losses arising by reason of the indemnitee’s failure to fulfill his, her or its undertaking, or (iii) a majority of the directors (each, a “Director,” and collectively, the “Directors”) of the Company who are not “interested persons” (as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Company (“Independent Directors”) (excluding any Director who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for advancement of expenses under this Agreement or the Master Fund Investment Management Agreement) or independent legal counsel in a written opinion determines based on a review of readily available facts (as opposed to a full trial-type inquiry) that reason exists to believe that the indemnitee ultimately shall be entitled to indemnification.

(c) As to the disposition of any action, suit, investigation or other 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 has been brought, that an indemnitee is liable to the Company or its Members by reason of willful misfeasance, bad faith or gross negligence of the indemnitee’s office, indemnification shall be provided in accordance with Section 5(a) of this Agreement if (i) approved as in the best interests of the Company by a majority of the Independent Directors (excluding any Director who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for indemnification under this Agreement or the Master Fund Investment Management Agreement) upon a determination based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the indemnitee acted in good faith and in the reasonable belief that the actions were in the best interests of the Company and that the indemnitee is not liable to the Company or its Members by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the indemnitee’s office, or (ii) the Directors secure 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 indemnification would not protect the indemnitee against any liability to the Company or its Members to which the indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence.

(d) Any indemnification or advancement of expenses made in accordance with this Section 5 shall not prevent the recovery from any indemnitee of any amount if the indemnitee subsequently is determined in a final judicial decision on the merits in any action, suit, investigation or proceeding involving the liability or expense that gave rise to the indemnification or advancement of expenses to be liable to the Company or its Members by reason of willful misfeasance, bad faith or gross negligence. In any suit brought by an indemnitee to enforce a right to indemnification under this Section 5 it shall be a defense that, and in any suit in the name of the Company to recover any indemnification or advancement of

3

expenses made in accordance with this Section 5 the Company shall be entitled to recover the expenses upon a final adjudication from which no further right of appeal may be taken that, the indemnitee has not met the applicable standard of conduct described in this Section 5. In any suit brought to enforce a right to indemnification or to recover any indemnification or advancement of expenses made in accordance with this Section 5, the burden of proving that the indemnitee is not entitled to be indemnified, or to any indemnification or advancement of expenses, under this Section 5 shall be on the Company (or on any Member acting derivatively or otherwise on behalf of the Company or its Members).

(e) An indemnitee may not satisfy any right of indemnification or advancement of expenses granted in this Section 5 or to which he, she or it may otherwise be entitled except out of the assets of the Company, 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 in this Section 5 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 5 shall affect the power of the Company to purchase and maintain liability insurance on behalf of the Manager or any indemnitee.

6. Duration and Termination.

This Agreement will become effective as of the date first written above and will continue for an initial two-year term and will continue thereafter so long as such continuance is specifically approved at least annually (a) by the vote of a majority of the Directors who are not parties to this Agreement or Interested Persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board or by vote of a majority of the outstanding voting securities of the Company; provided however, that if the Members of the Company fail to approve the Agreement as provided herein, the Manager may continue to serve in its capacity in the manner and to the extent permitted by the 1940 Act and the rules thereunder. This Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities of the Company on 60 days’ written notice to the Manager. This Agreement may be terminated by the Manager at any time, without the payment of any penalty, upon 90 days’ written notice to the Company. This Agreement will automatically and immediately terminate in the event of its assignment by the Manager, provided that an assignment to a successor to all or substantially all of the Manager’s business or to a wholly-owned subsidiary of such successor which does not result in a change of actual control of the Manager’s business shall not be deemed to be an assignment for the purposes of this Agreement.

7. Definitions.

As used in this Agreement, the terms “assignment,” “interested persons,” and a “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

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8. Amendment of Agreement.

This Agreement may be amended by mutual consent, but the consent of the Manager must be approved (a) by vote of a majority of those members of the Board who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (b) by vote of a majority of the outstanding voting securities of the Company.

9. Severability.

If any provisions of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

10. Applicable Law.

This Agreement shall be construed in accordance with the laws of the State of Delaware, provided, however, that nothing herein shall be construed in a manner inconsistent with the 1940 Act.

11. Notices.

Any notice under this Agreement shall be given in writing and deemed to have been duly given when delivered by hand or facsimile or five days after mailed by certified mail, post-paid, by return receipt requested to the other party at the principal office of such party.

12. Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original.

13. Form ADV; Company Changes.

The Company acknowledges receiving Part II of the Manager’s Form ADV.

14. Company Obligations.

The parties to this Agreement agree that the obligations of the Company under this Agreement shall not be binding upon any of the Directors, Members or any officers, employees or agents, whether past, present or future, of the Company, individually, but are binding only upon the assets and property of the Company.

[Signature page to follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first written above.

PNC CAPITAL ADVISORS, LLC
/s/ Kevin A. McCreadie
Name:	Kevin A. McCreadie
Title	President

PNC ABSOLUTE RETURN TEDI FUND LLC
/s/ Jennifer E. Spratley
Name:	Jennifer E. Spratley
Title:	Vice President

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EX-99.2(G)(II)

EX99 – 2(g)(ii)

INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT made as of this 22nd day of January, 2010, by and between PNC Absolute Return Master Fund LLC, a Delaware limited liability company (the “Company”), and PNC Capital Advisors, LLC, a Delaware limited liability company (the “Manager”).

1. Duties of Manager.

(a) The Company hereby appoints the Manager to act as investment manager to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company’s registration statement, including the information therein incorporated by reference, filed with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”), (File No. 811-21816) (the “Registration Statement”), and in the Company’s Limited Liability Company Agreement (the “LLC Agreement”), as the LLC Agreement may be amended from time to time with notice to the Manager. The Manager specifically acknowledges its obligations as set forth in the Registration Statement and the LLC Agreement, provided that the Manager shall not be obligated to follow any amendment to the policies to the Company or the LLC Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Company employs the Manager to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Registration Statement and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company’s assets to be held uninvested, to provide the Company with records concerning the Manager’s activities which the Company is required to maintain and, upon request, to render regular reports to the Company’s officers and Board of Directors (the “Board”) concerning the Manager’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Manager is specifically authorized to invest the Company’s assets (which may constitute, in the aggregate, all of the Company’s assets) in unregistered investment funds or other investment vehicles and registered investment companies (“Investment Funds”) that are managed by investment managers (“Investment Managers”). The Manager shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Registration Statement, as the same may be amended or supplemented from time to time with notice to the Manager, and applicable laws and regulations.

(b) Without limiting the foregoing, the Manager acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.

(c) The Manager accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.

(d) The Manager is fully authorized to delegate any and all obligations under this Agreement to qualified third parties, provided (i) the Manager takes responsibility for the selection of such delegatee (subject to the approval of the Board and further in accordance with the requirements of the 1940 Act); (ii) the Manager reviews the activities of such delegatee to ensure compliance with the investment objective and strategies of the Company, as set forth in the Registration Statement; and (iii) the Manager updates the Board with respect to the performance and activities of the delegatee, and makes recommendations whether or not to terminate such delegatee to the Board.

2. Portfolio Transactions.

(a) To the extent applicable, the Manager is authorized to select the brokers or dealers that will execute the purchases and sales of securities for the Company and is directed to use its best efforts to obtain the best available price and most favorable execution, except as prescribed herein.

(b) The Manager will promptly communicate to the officers and the Board such information relating to portfolio transactions as they may reasonably request.

3. Compensation of the Manager.

(a) For the services to be rendered by the Manager as provided in Section 1 of this Agreement, the Company shall pay the Manager, pursuant to the LLC Agreement, at the end of each quarter a management fee (the “Management Fee”). The Management Fee received by the Manager from the Company is equal to 0.3125% (approximately 1.25% on an annualized basis) of the Company’s net assets. The Management Fee will be computed based on the capital account of each member of the Company as of the end of business on the last business day of each quarter in the manner set out in the LLC Agreement.

(b) The Management Fee provided above shall be computed on the basis of the period ending on the last business day prior to the termination or redemption date subject to a pro rata adjustment based on the number of days elapsed in the current fiscal quarter as a percentage of the total number of days in such quarter.

4. Other Services.

It is understood by both parties that the Manager will also be retained to serve in other capacities for the Company, through separate contracts, and shall be compensated for such additional services in accordance with the terms set forth thereunder. Such other responsibilities may include, but are not limited to, serving in a management role pursuant to the LLC Agreement and serving as Administrator pursuant to the Administrative Services Agreement.

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5. Reports.

The parties agree to furnish to each other current prospectuses, proxy statements, reports to partners, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request in connection with this Agreement.

The Manager shall submit and present to the Board reports of the assets of the Company, the value of such assets, and the performance of the Investment Funds on a quarterly basis. All investment information supplied by the Manager to the Board is confidential and is to be used by the Company for internal purposes only. Upon termination of this Agreement, the Manager shall promptly, upon demand, return to the Company all records (or copies of such records) that the Company reasonably believes are necessary in order to discharge the Manager’s responsibilities to the Company.

6. Status of Manager.

The services of the Manager to the Company are not to be deemed exclusive, and the Manager shall be free to render similar services to others.

7. Liability of Manager.

In the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, in performance of its obligations and duties hereunder, the Manager shall not be subject to any liability whatsoever to the Company, or to any member of the Company (each, a “Member,” and collectively, the “Members”) for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including, without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Company.

8. Indemnification.

(a) To the fullest extent permitted by law, the Company shall, subject to Section 8(c), indemnify the Manager (including for this purpose each officer, director, partner, principal, employee or agent of, or any person who controls, is controlled by or is under common control with, the Manager, and their respective executors, heirs, assigns, successors or other legal representatives) (each such person being referred to as an “indemnitee”) against all losses, claims, damages, liabilities, costs and expenses arising by reason of being or having been Manager to the Company, or the past or present performance of services to the Company in accordance with this Agreement by the indemnitee, except to the extent that the loss, claim, damage, liability, cost or expense was caused by reason of willful misfeasance, bad faith or gross negligence of the duties involved in the conduct of the indemnitee’s office. These losses, claims, damages, liabilities, costs and expenses include, but are not limited to, amounts paid in satisfaction of judgments, in compromise, or as fines or penalties, and counsel fees and expenses, 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 the 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. The rights of indemnification provided under this Section 8 are not to be construed so as to

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provide for indemnification of an indemnitee for any liability (including liability under U.S. federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith) to the extent that indemnification would be in violation of applicable law, but shall be construed so as to effectuate the applicable provisions of this Section 8.

(b) Expenses, including counsel fees and expenses, incurred by any 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 Company in advance of the final disposition of any action, suit, investigation or other proceeding upon receipt of an undertaking by or on behalf of the indemnitee to repay to the Company amounts paid if a determination is made that indemnification of the expenses is not authorized under Section 8(a) of this Agreement, so long as (i) the indemnitee provides security for the undertaking, (ii) the Company is insured by or on behalf of the indemnitee against losses arising by reason of the indemnitee’s failure to fulfill his, her or its undertaking, or (iii) a majority of the directors (each, a “Director,” and collectively, the “Directors”) of the Company who are not “interested persons” (as that term is defined in the 1940 Act) of the Company (“Independent Directors”) (excluding any Director who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for advancement of expenses under this Agreement) or independent legal counsel in a written opinion determines based on a review of readily available facts (as opposed to a full trial-type inquiry) that reason exists to believe that the indemnitee ultimately shall be entitled to indemnification.

(c) As to the disposition of any action, suit, investigation or other 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 has been brought, that an indemnitee is liable to the Company or its Members by reason of willful misfeasance, bad faith or gross negligence of the indemnitee’s office, indemnification shall be provided in accordance with Section 8(a) of this Agreement if (i) approved as in the best interests of the Company by a majority of the Independent Directors (excluding any Director who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for indemnification under this Agreement) upon a determination based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the indemnitee acted in good faith and in the reasonable belief that the actions were in the best interests of the Company and that the indemnitee is not liable to the Company or its Members by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the indemnitee’s office, or (ii) the Directors secure 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 indemnification would not protect the indemnitee against any liability to the Company or its Members to which the indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence.

(d) Any indemnification or advancement of expenses made in accordance with this Section 8 shall not prevent the recovery from any indemnitee of any amount if the indemnitee subsequently is determined in a final judicial decision on the merits in any action, suit, investigation or proceeding involving the liability or expense that gave rise to the

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indemnification or advancement of expenses to be liable to the Company or its Members by reason of willful misfeasance, bad faith or gross negligence. In any suit brought by an indemnitee to enforce a right to indemnification under this Section 8 it shall be a defense that, and in any suit in the name of the Company to recover any indemnification or advancement of expenses made in accordance with this Section 8 the Company shall be entitled to recover the expenses upon a final adjudication from which no further right of appeal may be taken that, the indemnitee has not met the applicable standard of conduct described in this Section 8. In any suit brought to enforce a right to indemnification or to recover any indemnification or advancement of expenses made in accordance with this Section 8, the burden of proving that the indemnitee is not entitled to be indemnified, or to any indemnification or advancement of expenses, under this Section 8 shall be on the Company (or on any Member acting derivatively or otherwise on behalf of the Company or its Members).

(e) An indemnitee may not satisfy any right of indemnification or advancement of expenses granted in this Section 8 or to which he, she or it may otherwise be entitled except out of the assets of the Company, 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 in this Section 8 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 8 shall affect the power of the Company to purchase and maintain liability insurance on behalf of the Manager or any indemnitee.

9. Duration and Termination.

This Agreement will become effective as of the date first written above and will continue thereafter so long as such continuance is specifically approved at least annually (a) by the vote of a majority of the Directors who are not parties to this Agreement or Interested Persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board or by vote of a majority of the outstanding voting securities of the Company; provided however, that if the Members of the Company fail to approve the Agreement as provided herein, the Manager may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and the rules thereunder. This Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities of the Company on 60 days’ written notice to the Manager. This Agreement may be terminated by the Manager at any time, without the payment of any penalty, upon 90 days’ written notice to the Company. This Agreement will automatically and immediately terminate in the event of its assignment by the Manager, provided that an assignment to a successor to all or substantially all of the Manager’s business or to a wholly-owned subsidiary of such successor which does not result in a change of actual control of the Manager’s business shall not be deemed to be an assignment for the purposes of this Agreement.

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10. Definitions.

As used in this Agreement, the terms “assignment,” “interested persons,” and a “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

11. Amendment of Agreement.

This Agreement may be amended by mutual consent, but the consent of the Manager must be approved (a) by vote of a majority of those members of the Board who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (b) by vote of a majority of the outstanding voting securities of the Company.

12. Severability.

If any provisions of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

13. Applicable Law.

This Agreement shall be construed in accordance with the laws of the State of Delaware, provided, however, that nothing herein shall be construed in a manner inconsistent with the 1940 Act.

14. Notices.

Any notice under this Agreement shall be given in writing and deemed to have been duly given when delivered by hand or facsimile or five days after mailed by certified mail, post-paid, by return receipt requested to the other party at the principal office of such party.

15. Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original.

16. Form ADV; Company Changes.

The Company acknowledges receiving Part II of the Manager’s Form ADV.

17. Company Obligations.

The parties to this Agreement agree that the obligations of the Company under this Agreement shall not be binding upon any of the Directors, Members or any officers, employees or agents, whether past, present or future, of the Company, individually, but are binding only upon the assets and property of the Company.

[Signature page to follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first written above.

PNC CAPITAL ADVISORS, LLC
/s/ Kevin A. McCreadie
Name:	Kevin A. McCreadie
Title	President
PNC ABSOLUTE RETURN MASTER FUND LLC
/s/ Jennifer E. Spratley
Name:	Jennifer E. Spratley
Title:	Vice President

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EX-99.2(G)(III)

EX99 – 2(g)(iii)

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made as of this 22nd day of January, 2010 by and among PNC Capital Advisors, LLC, a Delaware limited liability company, in its role as Manager (the “Manager”) of the PNC Absolute Return Master Fund LLC, a Delaware limited liability company (the “Company”), and Ramius Alternative Solutions LLC, a Delaware limited liability company (the “Adviser”), and the Company.

1. Duties of Adviser.

(a) The Manager hereby appoints the Adviser to act as investment adviser to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company’s registration statement, including the information therein incorporated by reference, filed with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”), (File No. 811-21814) (the “Registration Statement”), and the Investment Management Agreement between the Company and the Manager (the “Management Agreement”), as the Management Agreement may be amended from time to time with notice to the Adviser. The Adviser specifically acknowledges its obligations as set forth in the Company’s Registration Statement and the Management Agreement, provided that the Adviser shall not be obligated to follow any amendment to the policies to the Company or the Management Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Manager employs the Adviser to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Company’s Registration Statement and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company’s assets to be held uninvested, to provide the Manager and the Company with records concerning the Adviser’s activities which the Company is required to maintain and upon request, to render regular reports to the Company’s officers and Board of Directors (the “Board”) concerning the Adviser’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Adviser is specifically authorized to (i) invest the Company’s assets (which may constitute, in the aggregate, all of the Company’s assets) in unregistered investment funds or other investment vehicles and registered investment companies (“Investment Funds”) which are managed by investment managers (“Investment Managers”); (ii) invest the Company’s assets in separate investment vehicles for which the Investment Managers serve as general partners or managing members and in which the Company is the sole investor (“Investment Funds”); and (iii) invest discrete portions of the Company’s assets with Investment Managers who are retained to manage the Company’s assets directly through separate managed accounts (Investment Managers who directly manage Investment Funds and managed accounts for which the Company is the sole investor are collectively referred to as “Sub-advisers”). The selection of Sub-advisers shall, however, be subject to the approval by the Board in accordance with requirements of the 1940 Act and a vote of a majority of the outstanding voting securities of the Company unless the Company acts in reliance on exemptive or other relief granted by the Securities and Exchange

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Commission from the provisions of the 1940 Act requiring such approval by security holders. The Adviser shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Company’s Registration Statement, as the same may be amended or supplemented from time to time with notice to the Adviser, and applicable laws and regulations.

(b) Without limiting the foregoing, the Adviser acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company.

(c) The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.

2. Portfolio Transactions.

(a) The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of securities for the Company and is directed to use its best efforts to obtain the best available price and most favorable execution, except as prescribed herein.

(b) The Adviser will promptly communicate to the officers and the Board such information relating to portfolio transactions as they may reasonably request.

3. Compensation of the Adviser.

(a) For the services to be rendered by the Adviser as provided in Section 1 of this Agreement, the Manager shall pay to the Adviser a portion of the management fee (the “Management Fee”) received by the Manager from the Company, pursuant to the Company’s Limited Liability Company Agreement (the “LLC Agreement”), at the end of each quarter. The Management Fee received by the Manager from the Company is equal to 0.3125% (approximately 1.25% on an annualized basis) of the Company’s net assets. The Adviser’s portion of the Management Fee shall be equal to 50% of the Management Fee stated by the Manager and shall be payable within 15 days of receipt by the Manager of such fee from the Company. The Management Fee will be computed based on the capital account of each member of the Company as of the end of business on the last business day of each quarter in the manner set out in the LLC Agreement.

(b) The Manager shall also pay to the Adviser an amount equal to 50% of the Incentive Fee (as described in the Company’s Registration Statement and the investment management agreement between PNC Absolute Return Fund LLC (“PARF”) and the Manager (the “PARF Management Agreement”) and the investment management agreement between PNC Absolute Return Fund LLC, a Delaware limited liability company (“PARF TEDI”), and the Manager (the “PARF TEDI Management Agreement”)) payable to the Manager at the end of each fiscal year. The Incentive Fee payable to the Manager is equal to 10% of the net profits of each member of PARF and PARF TEDI in excess of the Loss Carryforward Amount and Benchmark Return (as described more fully in the PARF Management Agreement and PARF TEDI Management Agreement). The Incentive Fee shall be due and payable by the Manager within 15 days after it has been received by the Manager from PARF and PARF TEDI at the end of each fiscal year.

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4. Other Services.

The Adviser will provide to the Company, or will arrange at its expense to be provided to the Company, such management and administrative services as may be agreed upon from time to time by the Adviser and the Manager. These services initially will include, among other things, providing to the Company office facilities, equipment, personnel and other services.

5. Reports.

The parties agree to furnish to each other current prospectuses, proxy statements, reports to partners, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request in connection with this Agreement.

The Adviser shall submit and present to the Board reports of the assets of the Company, the value of such assets, and the performance of the Investment Funds on a quarterly basis. All investment information supplied by the Adviser to the Manager and the Board is confidential and is to be used by the Company for internal purposes only. See Exhibit A for a list of reports the Adviser will keep on behalf of the Company. Upon termination of this Agreement, the Adviser shall promptly, upon demand, return to the Manager all records (or copies of such records) that the Manager reasonably believes are necessary in order to discharge the Manager’s responsibilities to the Company.

6. Status of Adviser.

The services of the Adviser to the Company are not to be deemed exclusive, and the Adviser shall be free to render similar services to others.

7. Liability of Adviser.

In the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser in performance of its obligations and duties hereunder, the Adviser shall not be subject to any liability whatsoever to the Company, or to any member of the Company (each, a “Member,” and collectively, the “Members”), for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including, without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Company.

8. Indemnification.

(a) To the fullest extent permitted by law, the Company shall, subject to Section 8(c) of this Agreement, indemnify the Adviser (including for this purpose each officer, director, partner, principal, employee or agent of, or any person who controls, is controlled by or is under common control with, the Adviser, and their respective executors, heirs, assigns, successors or other legal representatives) (each such person being referred to as an “indemnitee”) against all

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losses, claims, damages, liabilities, costs and expenses arising by reason of being or having been Adviser to the Company, or the past or present performance of services to the Company in accordance with this Agreement by the indemnitee, except to the extent that the loss, claim, damage, liability, cost or expense was caused by reason of willful misfeasance, bad faith or gross negligence of the duties involved in the conduct of the indemnitee’s office. These losses, claims, damages, liabilities, costs and expenses include, but are not limited to, amounts paid in satisfaction of judgments, in compromise, or as fines or penalties, and counsel fees and expenses, 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 the 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. The rights of indemnification provided under this Section 8 are not to be construed so as to provide for indemnification of an indemnitee for any liability (including liability under U.S. federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith) to the extent that indemnification would be in violation of applicable law, but shall be construed so as to effectuate the applicable provisions of this Section 8.

(b) Expenses, including counsel fees and expenses, incurred by any 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 Company in advance of the final disposition of any action, suit, investigation or other proceeding upon receipt of an undertaking by or on behalf of the indemnitee to repay to the Company amounts paid if a determination is made that indemnification of the expenses is not authorized under Section 8(a) of this Agreement, so long as (i) the indemnitee provides security for the undertaking, (ii) the Company is insured by or on behalf of the indemnitee against losses arising by reason of the indemnitee’s failure to fulfill his, her or its undertaking, or (iii) a majority of the directors (each, a “Director,” and collectively, the “Directors”) of the Company who are not “interested persons” (as that term is defined in the 1940 Act) of the Company (“Independent Directors”) (excluding any Director who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for advancement of expenses under this Agreement) or independent legal counsel in a written opinion determines based on a review of readily available facts (as opposed to a full trial-type inquiry) that reason exists to believe that the indemnitee ultimately shall be entitled to indemnification.

(c) As to the disposition of any action, suit, investigation or other 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 has been brought, that an indemnitee is liable to the Company or its Members by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the indemnitee’s office, indemnification shall be provided in accordance with Section 8(a) of this Agreement if (i) approved as in the best interests of the Company by a majority of the Independent Directors (excluding any Director who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for indemnification under this Agreement) upon a determination based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the indemnitee acted in good faith and

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in the reasonable belief that the actions were in the best interests of the Company and that the indemnitee is not liable to the Company or its Members by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the indemnitee’s office, or (ii) the Directors secure 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 indemnification would not protect the indemnitee against any liability to the Company or its Members to which the indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence.

(d) Any indemnification or advancement of expenses made in accordance with this Section 8 shall not prevent the recovery from any indemnitee of any amount if the indemnitee subsequently is determined in a final judicial decision on the merits in any action, suit, investigation or proceeding involving the liability or expense that gave rise to the indemnification or advancement of expenses to be liable to the Company or its Members by reason of willful misfeasance, bad faith or gross negligence. In any suit brought by an indemnitee to enforce a right to indemnification under this Section 8 it shall be a defense that, and in any suit in the name of the Company to recover any indemnification or advancement of expenses made in accordance with this Section 8 the Company shall be entitled to recover the expenses upon a final adjudication from which no further right of appeal may be taken that, the indemnitee has not met the applicable standard of conduct described in this Section 8. In any suit brought to enforce a right to indemnification or to recover any indemnification or advancement of expenses made in accordance with this Section 8, the burden of proving that the indemnitee is not entitled to be indemnified, or to any indemnification or advancement of expenses, under this Section 8 shall be on the Company (or on any Member acting derivatively or otherwise on behalf of the Company or its Members).

(e) An indemnitee may not satisfy any right of indemnification or advancement of expenses granted in this Section 8 or to which he, she or it may otherwise be entitled except out of the assets of the Company, 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 in this Section 8 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 8 shall affect the power of the Company to purchase and maintain liability insurance on behalf of the Adviser or any indemnitee.

9. Duration and Termination.

This Agreement will become effective as of the date first written above and will continue annually thereafter so long as such continuance is specifically approved at least annually (a) by the vote of a majority of the Directors who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board or by vote of a majority of the outstanding voting securities of the Company. If the Board officially considers terminating this Agreement at any Board meeting, the Company agrees to provide the Adviser with written notice that such matter has been officially considered by the Board. This Agreement may be terminated by the Manager at any time, without the payment of any penalty, by the Manager’s recommendation to, and by a

5

vote of a majority of the entire Board or by vote of a majority of the outstanding voting securities of the Company on 60 days’ written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 60 days’ written notice to the Manager. This Agreement will automatically and immediately terminate in the event of its assignment by the Adviser, provided that an assignment to a successor to all or substantially all of the Adviser’s business or to a wholly-owned subsidiary of such successor that does not result in a change of actual control of the Adviser’s business shall not be deemed to be an assignment for the purposes of this Agreement.

10. Definitions.

As used in this Agreement, the terms “assignment,” “interested persons,” and a “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.

11. Amendment of Agreement.

This Agreement may be amended by mutual consent, but the consent of the Manager must be approved (a) by vote of a majority of those members of the Board of the Company who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (b) by vote of a majority of the outstanding voting securities of the Company.

12. Severability.

If any provisions of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

13. Applicable Law.

This Agreement shall be construed in accordance with the laws of the State of New York, provided, however, that nothing herein shall be construed in a manner inconsistent with the 1940 Act.

14. Notices.

Any notice under this Agreement shall be given in writing and deemed to have been duly given when delivered by hand or facsimile or five days after mailed by certified mail, post-paid, by return receipt requested to the other party at the principal office of such party.

15. Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original.

6

16. Form ADV; Company Changes.

The Manager acknowledges receiving Part II of the Adviser’s Form ADV. The Adviser covenants that it will notify the Manager of any changes to its membership within a reasonable time after such change.

17. Company Obligations.

The parties to this Agreement agree that the obligations of the Company under this Agreement shall not be binding upon any of the Directors, Members or any officers, employees or agents, whether past, present or future, of the Company, individually, but are binding only upon the assets and property of the Company.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first written above.

RAMIUS ALTERNATIVE SOLUTIONS LLC
/s/ Roger E. Anscher, Esq.
By:	Roger E. Anscher, Esq.
Title:	Chief Operating Officer and General Counsel
PNC CAPITAL ADVISORS, LLC
/s/ Kevin A. McCreadie
Name:	Kevin A. McCreadie
Title	President
PNC ABSOLUTE RETURN MASTER FUND LLC
/s/ Jennifer E. Spratley
Name:	Jennifer E. Spratley
Title:	Vice President

7

EXHIBIT A

The following is a list of records the Adviser is to keep on behalf of the Company.

1. Basic Business Records. The Adviser will maintain true, accurate, current, and complete copies, where necessary, of each of the following books and records:

a. Originals of all written communications received and copies of all written communications sent by the Adviser relating to recommendations or advice given or proposed;

b. A list of all discretionary accounts;

c. Powers of attorney and other evidences of the granting of any discretionary authority;

d. Written agreements (or copies thereof) entered into by the Adviser on behalf of the Company;

e. A copy of each written disclosure statement and amendment or revision given to any person and a record of the dates and persons to whom such statements were given or offered to be given; and

f. All written acknowledgments of receipt obtained from advisory clients relating to disclosure of soliciting fees paid by the Adviser and copies of all disclosure statements delivered to advisory clients by such solicitors on behalf of the Company.

2. Records pursuant to the Adviser’s Code of Ethics

a. A record of any violation of the Adviser’s Code of Ethics, and any action taken as a result of the violation, in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs;

b. A copy of each report made by an Access Person as required by Rule 17j-1(f) under the 1940 Act, including any information provided in lieu of the reports under Rule 17j-1(d)(2)(v), in an easily accessible place for at least five years after the end of the fiscal year in which the report is made or the information is provided;

c. A record of all persons, currently or within the past five years, who are or were required to make reports under Rule 17j-1(d) or who are or were responsible for reviewing these reports, in an easily accessible place; and

d. A copy of each report required by Rule 17j-1(c), for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place.

A-1

EX-99.2(I)

EX99-2(i)

PNC Absolute Return Master Fund LLC

PNC Alternative Strategies Master Fund LLC

PNC Long-Short Master Fund LLC

PNC Absolute Return Fund LLC

PNC Alternative Strategies Fund LLC

PNC Long-Short Fund LLC

PNC Absolute Return TEDI Fund LLC

PNC Alternative Strategies TEDI Fund LLC

PNC Long-Short TEDI Fund LLC

SUMMARY OF

DEFERRED COMPENSATION PLAN

Basic Plan: The Deferred Compensation Plan (the “Plan”) for PNC Absolute Return Master Fund LLC, PNC Alternative Strategies Master Fund LLC, PNC Long-Short Master Fund LLC; PNC Absolute Return Fund LLC, PNC Alternative Strategies Fund LLC, PNC Long-Short Fund LLC; PNC Absolute Return TEDI Fund LLC, PNC Alternative Strategies TEDI Fund LLC, PNC Long-Short TEDI Fund LLC (each, a “Fund” and collectively, the “Funds”) is a nonqualified unfunded deferred compensation plan under which individual agreements (“Deferred Compensation Agreements” or “Agreements”) are executed between one or more of the Board of Directors (each, a “Director” and collectively, the “Directors”) and the Fund.

Eligibility: All members of the Directors of the Funds are eligible to participate.

Amount to be Deferred: All or a portion, but not less than 25%, of the compensation earned by a Director from the Funds may be deferred and credited to a “Deferred Compensation Account” for the Director.

Election to Defer: A Director elects to defer his compensation by executing a Deferred Compensation Agreement prior to the beginning of the calendar year in which the compensation will be earned. A Director may also elect to defer fees subsequently earned in the calendar year of election if such election is made within 30 days of the Plan’s effective date or within 30 days of the Director first becoming eligible to participate in the Plan. Until terminated or replaced with a new Agreement, the Agreement will be effective for subsequent years.

A Director may establish a new Agreement with respect to future compensation on an annual basis. For example, even if a Director does not enter into a Deferred Compensation Agreement during the first year he is able to do so, he will still have the opportunity to defer compensation earned in a subsequent year by executing an appropriate agreement prior to January 1 of the calendar year for which he seeks deferral. A Director can also annually enter into a new Agreement whereby he elects to change the method by which he will receive payment of amounts deferred in future years, or changes the percentage of compensation deferred. For each new Agreement entered into which changes the method of receipt of deferred amounts, a new Deferred Compensation Account will be established for the Director. Any new Agreement must elect a payment date at least five years from the date of the new Agreement.

A Director may terminate an election to defer by notifying the Funds in writing.

Earnings on Deferred Amounts: A Director may elect to have his Deferred Compensation Account(s) invested (or deemed to be invested) in any combination of investment options offered by the PNC Funds, or PNC Advantage Funds (the “Investment Fund”). The income, gains, and losses credited to the Director’s Account(s) will reflect the income, gains, and losses achieved by the chosen investment option(s). The Director may also elect to change the investment allocation of past and future deferred amounts in his/her Deferred Compensation Accounts upon proper notice to the Funds. The Directors of the Investment Funds will periodically announce which investment options will be available under the Plan. The Director Account Allocation Request form attached to the Agreement lists the investment options currently available under the Plan.

Distribution of Deferred Amounts: Distributions will begin as of January 31 of the year following the year in which the Director ceases to be a member of the Board of Directors. At the time the Director enters into the Agreement, the Director will elect to receive payments either in a single sum or in annual payments for a period of two to 15 years. The Director’s elections as to the manner of receiving payments may not be changed with respect to any year covered by that Agreement. A Director may execute a new Agreement and thereby make a different election as to the manner of payment with respect to compensation for services performed in later years.

Beneficiary Designation: The Director’s beneficiary designation may be amended at any time by providing written notice to the Funds.

Hardship Distributions: The Plan makes provisions for hardship distribution in the case of unforeseeable emergencies.

Taxability of Fees: Deferred compensation should be taxable as ordinary income in the year distributed to the Director. Such distributions may be subject to withholding pursuant to the tax laws in effect at the time of distribution. In addition, under current law, self-employment taxes will be due on deferred Director’s fees in the year they are received by the Director, rather than in the year earned.

Security of Deferred Amounts: A Director’s claim against the Companies for amounts due under the Plan will have the same standing as that of any other unsecured general creditor. The Funds will have no obligation to set aside monies to fund their obligations under the Plan, and all distributions under the Plan will be made from the general funds of the Companies.

Annual Report: The Funds will provide each participating Director with an annual statement of his/her Deferred Compensation Account balance(s).

PNC Absolute Return Master Fund LLC

PNC Alternative Strategies Master Fund LLC

PNC Long-Short Master Fund LLC

PNC Absolute Return Fund LLC

PNC Alternative Strategies Fund LLC

PNC Long-Short Fund LLC

PNC Absolute Return TEDI Fund LLC

PNC Alternative Strategies TEDI Fund LLC

PNC Long-Short TEDI Fund LLC

DEFERRED COMPENSATION PLAN

1. Eligibility. Each Director of the Boards of Directors (each a “Board,” and collectively, the “Boards”) of PNC Absolute Return Master Fund LLC, PNC Alternative Strategies Master Fund LLC, PNC Long-Short Master Fund LLC; PNC Absolute Return Fund LLC, PNC Alternative Strategies Fund LLC, PNC Long-Short Fund LLC; PNC Absolute Return TEDI Fund LLC, PNC Alternative Strategies TEDI Fund LLC, PNC Long-Short TEDI Fund LLC (each, a “Fund” and collectively, the “Funds”) shall be eligible to participate in the Deferred Compensation Plan (the “Plan”).

2. Terms of Participation.

(a) A Director may elect to participate in the Plan by signing a Deferred Compensation Agreement (the “Agreement”) in the form attached hereto and incorporated by reference herein. A Director’s participation shall commence on January 1 of the calendar year immediately following the year in which the Director executes the Agreement, except that when a Director executes an Agreement within 30 days of the Plan’s initial effective date or within 30 days of first becoming eligible to participate in the Plan, participation shall commence with respect to services to be performed subsequent to the date of the Agreement.

(b) Participation in the Plan shall continue until the Director furnishes written notice to the Funds that the Director terminates his/her participation in the Plan or until such time as the Funds terminate the Plan pursuant to Section 6 below. Termination by a Director shall be made by written notice delivered or mailed to the Secretary of the Funds (or his/her delegate) no later than December 31 of the calendar year preceding the calendar year in which such termination is to take effect.

(c) A Director who has terminated his participation may subsequently elect to participate in the Plan by executing a new Agreement in accordance with subsection (a) above.

(d) A Director may alter the amount of deferral for any future calendar year, and/or elect a different method by which he/she will receive amounts deferred for future calendar years, if the Director and the Funds enter into a new Agreement on or before December 31 of the calendar year preceding the calendar year for which the new Agreement is to take effect. For each new Agreement that changes the method of receipt of deferred amounts, a new record account (the “Deferred Compensation Account” or “Account”) will be established for the Director.

3. Deferred Compensation Account. While a Director participates in the Plan pursuant to an Agreement, all deferred compensation payable by the Funds for the Director’s services shall be credited to the Director’s Deferred Compensation Account under the applicable Agreement. A Director shall allocate amounts in his/her Account(s) among the investment options available under the Plan by submitting a written request to the Secretary (or his/her delegate) on such form as may be required by the Secretary prior to the date deferrals are scheduled to begin. The Boards shall specify from time to time the investment options available under the Plan. The Director may request that the investment allocation of his/her Account, including past as well as future deferrals, be changed by submitting a written request to the Secretary (or his/her delegate) on such form as may be required by the Secretary, or by telephoning the Secretary (or his/her delegate). Any such change shall be made as of the end of a calendar quarter at least thirty (30) days before the end of such a quarter. However, in no event will the Funds be required actually to invest amounts in the investment options elected by a Director. Such changes shall become effective as soon as administratively feasible after the Secretary (or her delegate) receives such request.

The Director’s Account(s) will be credited with any income, gains, and losses that would have been realized if amounts equal to the deferred amounts had been invested in accordance with the Director’s allocation election on the date such deferred amounts were credited to the Director’s Account(s). For this purpose, any amounts that would have been received, had amounts been invested as described above, from a chosen investment option shall, be treated as if reinvested in that option on the date such amounts would have been received.

4. Distribution. As of January 31 of the year following the year in which the Director dies, retires, resigns, becomes disabled or otherwise ceases to be a member of the Boards, the total amount credited to the Director’s Account under the applicable Agreement shall be distributed to the Director (or upon death, to the designated beneficiary) in accordance with one of the alternatives set forth below:

(i) one single-sum payment; or

(ii) any number of annual installments (as calculated in the following paragraph) for a period of two to 15 years. Installments shall be paid annually as of January 31 until the balance in the Director’s Account is exhausted.

Selection of an alternative shall be made at the time the Director executes the Agreement. Except as provided in the following paragraph, the amount of each installment payment, other than the final payment, shall be equal to 1/n multiplied by the balance in the Director’s Account as of the previous December 31, where “n” equals the number of payments yet to be made. The final payment will equal the balance in the Director’s Account as of the final January 31 payment date, and such payment shall be made as soon as practicable after such date. Any change to a previously selected payment date or any payment date elected pursuant to

a new deferred compensation must be for at least five (5) years in accordance with regulations under Section 409A of the Internal Revenue Code. For example, if payments are to be made in 10 annual installments commencing on January 31, 2011, the first payment shall be equal to 1/10th of the December 31, 2010 balance in the Account, the following year’s payment would be equal to 1/9th of the December 31, 2011 balance, etc.

If the balance in the Director’s Account as of the date of the first scheduled payment is less than $2,000, the Funds shall instead pay such amount in a single sum as of that date. Further, the Director may not select a period of time that will cause an annual payment to be less than $1,000. Notwithstanding the foregoing, in the event the Director ceases to be a Director of the Funds and becomes a proprietor, officer, partner, or employee of, or otherwise becomes affiliated with, any business or entity that is in competition with the Funds, or becomes employed by any governmental agency having jurisdiction over the affairs of the Funds, the Funds reserve the right at the sole discretion of the Boards to make an immediate single-sum payment to the Director in an amount equal to the balance in the Director’s Account at that time.

Notwithstanding the preceding two paragraphs, the Funds may at any time make a single-sum payment to the Director (or surviving beneficiary) equal to a part or all of the balance in the Director’s Account upon a showing of an unforeseeable (i.e., unanticipated) financial emergency caused by an event beyond the control of the Director (or surviving beneficiary) which would result in severe financial hardship to the Director (or surviving beneficiary) if such payment were not made as such unforeseeable emergency is defined by Section 409A of the Internal Revenue Code and applicable regulations thereunder. The determination of whether such emergency exists shall be made at the sole discretion of the Boards (with the Director requesting the payment not participating in the discussion or the decision). The amount of the payment shall be limited to the amount necessary to meet the financial emergency, and any remaining balance in the Director’s Account shall thereafter be paid at the time and in the manner otherwise set forth in this Section.

If there is no beneficiary designation in effect at the Director’s death or the designated beneficiary is dead at the Director’s death, any amounts in the Director’s Account shall be paid in a single sum to the Director’s estate. If the designated beneficiary dies after beginning to receive installment payments, any amounts payable from the Director’s Account shall be paid in a single sum to the beneficiary’s estate at the beneficiary’s death.

5. Designation of Beneficiary. A Director may designate in writing any person or legal entity as his/her beneficiary to receive any amounts payable from his/her Account(s) upon his/her death. If the Director should die without effectively designating a surviving beneficiary, the beneficiary shall be the estate.

6. Amendment and Termination of the Plan. The Funds reserve the right to amend or terminate the Plan by Board resolution. A written notice of any such amendment or termination shall be delivered or mailed to each participating Director no later than December 31 of the calendar year preceding the calendar year in which the amendment or termination is to take effect. The balance in the Director’s Account(s) shall remain subject to the provisions of the Plan and distribution will not be accelerated because of the termination of the Plan.

7. Non-Assignability. The right of the Director or any other person to receive payments under this Plan or any Agreement hereunder shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Director or any beneficiary.

8. Miscellaneous.

(a) No Funding. The Funds shall not be required to fund or secure in any way its obligations hereunder. Nothing in the Plan or in any Agreement hereunder and no action taken pursuant to the provisions of the Plan or of any Agreement hereunder shall be construed to create a Fund or a fiduciary relationship of any kind. Payments under the Plan and any Agreement hereunder shall be made when due from the general assets of the Funds. Neither a Director nor his/her designated beneficiary shall acquire any interest in such assets by virtue of the Plan or any Agreement hereunder. This Plan constitutes a mere promise by the Funds to make payments in the future, and to the extent that a Director or his/her designated beneficiary acquires a right to receive any payment from the Funds under the Plan, such right shall be no greater than the right of any unsecured general creditor of the Funds. The Funds intend for this Plan to be unfunded for tax purposes and for the purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended.

(b) Interpretation. The Boards shall have full power and authority to interpret, construe, and administer this Plan and any Agreement hereunder and its interpretation and construction thereof, and actions hereunder, including any valuation of the Director’s Account(s), or the amount or recipients of the payment to be made therefrom, shall be binding and conclusive on all persons for all purposes. The Boards shall not be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan and any Agreement hereunder unless attributable to its own willful misconduct or lack of good faith.

(c) Withholding. To the extent required by law, the Funds shall withhold federal or state income or employment taxes from any payments under the Plan or any Agreement hereunder and shall furnish the Director (or beneficiary) and the applicable governmental agency or agencies with such reports, statements or information as may be required in connection with such payments.

(d) Incapacity of Payee. If the Boards shall find that any person to whom any payment is payable under this Plan or any Agreement hereunder is unable to care for his/her affairs because of illness or accident, or is a minor, any payment due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee, or other legal representative) may be paid to the spouse, a parent, or a brother or sister, or to any person deemed by the Boards to have incurred expense for the person who is otherwise entitled to payment, in such manner and proportions as the Boards may determine. Any such payment shall serve to discharge the liability of the Funds under this Agreement to make payment to the person who is otherwise entitled to payment.

(e) Expenses. All expenses incurred in administering this Plan and any Agreement hereunder shall be paid by the Funds.

(f) No Additional Rights. Nothing in this Plan or any Agreement hereunder shall be construed as conferring any right on the part of the Director to be or remain a Director of the Funds or to receive any particular amount of Director’s fees.

(g) Binding Nature. This Plan and any Agreement hereunder shall be binding upon, and inure to the benefit of, the Funds, their successors and assigns, and each Director and his/her heirs, executors, administrators, and legal representatives.

(h) Governing Law. This Plan and any Agreement hereunder shall be governed by and construed under the laws of the state of Delaware.

(i) Effective Date. This Plan shall be effective as of January 1, 2010.

Date:             , 2010	Adopted by the
	Boards of Directors of
	PNC Absolute Return Master Fund LLC
	PNC Alternative Strategies Master Fund LLC
	PNC Long-Short Master Fund LLC
	PNC Absolute Return Fund LLC
	PNC Alternative Strategies Fund LLC
	PNC Long-Short Fund LLC
	PNC Absolute Return TEDI Fund LLC
	PNC Alternative Strategies TEDI Fund LLC
	PNC Long-Short TEDI Fund LLC

PNC Absolute Return Master Fund LLC

PNC Alternative Strategies Master Fund LLC

PNC Long-Short Master Fund LLC

PNC Absolute Return Fund LLC

PNC Alternative Strategies Fund LLC

PNC Long-Short Fund LLC

PNC Absolute Return TEDI Fund LLC

PNC Alternative Strategies TEDI Fund LLC

PNC Long-Short TEDI Fund LLC

DEFERRED COMPENSATION AGREEMENT

This Agreement is entered into this      day of                 , between PNC Absolute Return Master Fund LLC, PNC Alternative Strategies Master Fund LLC, PNC Long-Short Master Fund LLC; PNC Absolute Return Fund LLC, PNC Alternative Strategies Fund LLC, PNC Long-Short Fund LLC; PNC Absolute Return TEDI Fund LLC, PNC Alternative Strategies TEDI Fund LLC, PNC Long-Short TEDI Fund LLC (each, a “Fund” and collectively, the “Funds”) and                      (the “Director”).

WHEREAS, the Director will be rendering valuable services to the Funds as a member of the Boards of Directors (each a “Board,” and collectively, the “Boards”) and the Funds are willing to accommodate the Director’s desire to be compensated for such services on a deferred basis;

NOW, THEREFORE, the parties hereto agree as follows:

1. With respect to services performed by the Director for the Funds on and after             , 2010, the Director shall defer      percent [insert whole number from 25 to 100] of the amounts otherwise payable to the Director for serving as a Director. The deferred compensation shall be credited to a book reserve maintained by the Funds in the Director’s name, together with credited amounts in the nature of income, gains, and losses (the “Account”). The Account maintained for the Director shall be paid to the Director on a deferred basis in accordance with the terms of this Agreement.

2. The Funds shall credit the Director’s Account as of the day such amount would be paid to the Director if this Agreement were not in effect. Such Account shall be valued at fair market value as of the last day of the calendar year and such other dates as are necessary for the proper administration of this Agreement, and the Director shall receive a written accounting of his Account balance following such valuation.

The Director may request that all or a portion of the amount in his Account be allocated among one or more of the investment options offered by the Boards under the Funds’ Deferred Compensation Plan (the “Plan”). The initial allocation request may be made at the time of enrollment. Once made, an investment

allocation request shall remain in effect for all future amounts allocated to the Director’s Account until changed by the Director. The Director may change his/her investment allocation for past deferrals and future deferrals by submitting a written request to the Secretary of the Funds (or his/her delegate) on such form as may be required by the Secretary or by telephoning the Secretary (or his/her delegate). Any such changes may be made as of the end of a quarter at least thirty (30) days before the end of such quarter. Such changes shall become effective as soon as administratively feasible after the Secretary (or his/her delegate) receives such request. Although the Funds intend to invest the amounts in the Director’s Account according to the Director’s requests, the Funds reserve the right to invest the amounts in the Director’s Account without regard to such requests.

However, the investment return on the amounts credited to the Director’s Account shall be the same as the investment return on the investment option(s) in which he/she elects investment, regardless of whether the Director’s elections are actually implemented. In the absence of any investment election by a Director, amounts credited to the Director’s Account will be treated as having been invested in the PNC Money Market Fund, Institutional Shares for purposes of determining the investment return on the amounts.

Title to and beneficial ownership of any assets, whether cash or investments, which the Funds may use to pay benefits hereunder, shall at all times remain in the Funds, and the Director and any designated beneficiary shall not have any property interest whatsoever in any specific assets of the Funds.

3. As of January 31 of the calendar year following the calendar year in which the Director dies, retires, resigns, becomes disabled or otherwise ceases to be a member of the Boards, the Funds (subject to the terms of the Plan) shall: [check one]

¨ pay the Director (or his/her beneficiary) a single-sum amount equal to the balance in the Director’s Account on that date; or

¨ commence making annual payments to the Director (or his/her beneficiary) for a period of          [insert a whole number from two through 15] years.

If the second box is selected, such payments shall be paid as of January 31 of each year in annual installments as calculated by the Funds in accordance with the terms of the Plan, with the final payment equaling the then remaining balance in the Director’s Account.

4. In the event the Director dies before payments have commenced or been completed under Section 3, the Funds shall make payment in accordance with Section 3 to the Director’s designated beneficiary, whose name, address, and Social Security number are:

If there is no beneficiary designation in effect at the Director’s death or the designated beneficiary predeceases the Director, any amounts in the Director’s Account shall be paid in a single sum to the Director’s estate. If the designated beneficiary dies after beginning to receive installment payments, any amounts payable from the Director’s Account shall be paid in a single sum to the beneficiary’s estate at the beneficiary’s death.

5. This Agreement shall remain in effect with respect to the Director’s compensation for services performed as a Director of the Funds in all future years unless terminated on a prospective basis in writing in accordance with the terms of the Plan. The Director may subsequently elect to defer his/her compensation by executing a new Deferred Compensation Agreement. If a new Agreement is entered into which changes the manner in which deferred amounts will be distributed, a new Director’s Account will be established for purposes of crediting deferrals, income, gains, and losses under the new Agreement. Any new Agreement shall relate solely to compensation for services performed after the new Agreement becomes effective and shall not alter the terms of this Agreement with respect to the deferred payment of compensation for services performed during any calendar year in which this Agreement was in effect. Any deferral under a new Agreement shall have a payment commencement date of at least five (5) years from the date of the Agreement in accordance with Section 409A of the Internal Revenue Code and applicable regulations thereunder. Notwithstanding the foregoing, the Director may at any time amend the beneficiary designation hereunder by written notice to the Boards.

6. This Agreement constitutes a mere promise by the Funds to make benefit payments in the future, and the right of any person to receive such payments under this Agreement shall be no greater than the right of any unsecured general creditor of the Funds. The Funds and Director intend for this Agreement to be unfunded for federal income tax purposes and for the purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended.

7. Any written notice to the Funds referred to in this Agreement shall be made by mailing or delivering such notice to the Funds, c/o PNC Capital Advisors LLC Fund Administration, to the attention of the John F. Kernan, 1900 East Ninth Street, Locator B7-YB13-14-1, Cleveland, Ohio 44114-3484. Any written notice to the Director referred to in this Agreement shall be made by delivery to the Director in person or by mailing such notice to the Director at his/her last known residential or business address.

8. This Agreement is subject to all of the terms contained in the Plan as attached hereto and incorporated by reference herein.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

PNC Absolute Return Master Fund LLC

PNC Alternative Strategies Master Fund LLC

PNC Long-Short Master Fund LLC

PNC Absolute Return Fund LLC

PNC Alternative Strategies Fund LLC

PNC Long-Short Fund LLC

PNC Absolute Return TEDI Fund LLC

PNC Alternative Strategies TEDI Fund LLC

PNC Long-Short TEDI Fund LLC

By:
	President
DIRECTOR (please print)
(Signature of Director)

PNC ALTERNATIVE INVESTMENT FUNDS DEFERRED COMPENSATION PLAN

DIRECTOR ACCOUNT ALLOCATION REQUEST

I hereby request to have my Account(s) under the Deferred Compensation Plan (the “Plan”) for the PNC Absolute Return Master Fund LLC, PNC Alternative Strategies Master Fund LLC, PNC Long-Short Master Fund LLC; PNC Absolute Return Fund LLC, PNC Alternative Strategies Fund LLC, PNC Long-Short Fund LLC; PNC Absolute Return TEDI Fund LLC, PNC Alternative Strategies TEDI Fund LLC, PNC Long-Short TEDI Fund LLC (each, a “Fund” and collectively, the “Funds”) invested (or deemed to be invested) in the following investment options, and in the percentages indicated, as soon as administratively feasible. This request supersedes any prior requests I have made with respect to such Plan, and applies to amounts deferred in the past under the Plan as well as to future deferrals. I hereby agree to assume all risks in connection with the investment performance of the amounts which are invested (or deemed to be invested) in accordance with this election.

Percentage Invested
	Investment Option

DATE:              , 20    

DIRECTOR (please print)

(Signature of Director)

EX-99.2(J)

EX99-2(j)

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CUSTODIAN SERVICES AGREEMENT

THIS AGREEMENT is made as of May 28, 2010 by and between PFPC TRUST COMPANY, a limited purpose trust company incorporated under the laws of Delaware (“PFPC Trust”), and each of the limited liability companies registered under the 1940 Act and unregistered fund(s) listed on Appendix A attached hereto, as such Appendix A may be amended from time to time as provided herein (each, a “Fund” and collectively the “Funds”). Capitalized terms shall have the meanings set forth in Appendix B.

BACKGROUND

Each Fund wishes to retain PFPC Trust to provide custodian services and PFPC Trust wishes to furnish custodian services either directly or through an affiliate or affiliates, as more fully described herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Appointment. Each Fund hereby appoints PFPC Trust to provide custodian services in accordance with the terms set forth in this Agreement. PFPC Trust accepts such appointment and agrees to furnish such services. PFPC Trust shall be under no duty to take any action hereunder on behalf of a Fund except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and such Fund in a written amendment hereto. Additional Funds may be added to this Agreement from time to time through the execution of an instrument of accession between such additional Fund and PFPC Trust whereby such additional Fund and PFPC Trust will agree to be bound by the terms of this Agreement (as it may be amended with respect to such Fund by such instrument of accession). The addition of a Fund to this Agreement will not affect the rights or obligations of any other Fund pursuant to the terms of this Agreement. PFPC Trust shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by the Funds or by any other third party service provider to the Funds.

2. Instructions.

(a) Unless otherwise provided in this Agreement, PFPC Trust shall act only upon Oral Instructions or Written Instructions; provided that PFPC Trust shall not take any action relating to any investments in or holdings of any Portfolio Funds except upon Written Instructions that are given and confirmed in such manner as PFPC Trust may from time to time determine.

(b) PFPC Trust shall be entitled to rely upon any Oral Instruction or Written Instruction it receives from an Authorized Person (or from a person reasonably believed by PFPC Trust to be an Authorized Person) pursuant to this Agreement. PFPC Trust may assume that any Oral Instructions or Written Instructions received hereunder are not in any way inconsistent with the provisions of organizational documents of the Funds or of any vote, resolution or proceeding of each Fund’s Governing Board or Members, as applicable, unless and until PFPC Trust receives Written Instructions to the contrary.

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(c) The Funds agree to forward to PFPC Trust Written Instructions confirming Oral Instructions (except where such Oral Instructions are given by PFPC Trust or its affiliates) so that PFPC Trust receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by PFPC Trust or differ from the Oral Instructions shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions or PFPC Trust’s ability to rely upon such Oral Instructions.

3. Right to Receive Advice.

(a) Advice of the Funds. If PFPC Trust is in doubt as to any action it should or should not take, PFPC Trust may request directions or advice, including Oral Instructions or Written Instructions, from a Fund.

(b) Advice of Counsel. If PFPC Trust shall be in doubt as to any question of law pertaining to any action it should or should not take, PFPC Trust may request advice from counsel of its own choosing (who may be counsel for the Funds, the investment adviser for the Funds or PFPC Trust, at the option of PFPC Trust) at PFPC Trust’s expense.

(d) Conflicting Advice. In the event of a conflict between directions or advice or Oral Instructions or Written Instructions PFPC Trust receives from a Fund, and the advice it receives from counsel, PFPC Trust shall be entitled to rely upon and follow the advice of counsel.

(e) No Obligation to Seek Advice. Nothing in this section shall be construed so as to impose an obligation upon PFPC Trust (i) to seek such directions or advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions or advice or Oral Instructions or Written Instructions.

4. Records; Visits. The books and records pertaining to the Funds, which are in the possession or under the control of PFPC Trust, shall be the property of the Funds. The Funds and Authorized Persons shall have access to such books and records at all times during PFPC Trust’s normal business hours. Upon the reasonable request of a Fund, copies of any such books and records shall be provided by PFPC Trust to the Fund or to an Authorized Person, at the Fund’s expense.

5. Confidentiality. Each party shall keep confidential any information relating to the other party’s business (“Confidential Information”). Confidential Information shall include (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, portfolio securities and transactions, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Funds or PFPC Trust, their respective subsidiaries and affiliated companies; (b) any scientific or technical information, design, process, procedure,

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formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Funds or PFPC Trust a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and (d) anything designated as confidential. Notwithstanding the foregoing, information shall not be Confidential Information and shall not be subject to such confidentiality obligations if: (a) it is already known to the receiving party at the time it is obtained; (b) it is or becomes publicly known or available through no wrongful act of the receiving party; (c) it is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality; (d) it is released by the protected party to a third party without restriction; (e) it is requested or required to be disclosed by the receiving party pursuant to a court order, subpoena, governmental or regulatory agency request or law; (f) release of such information by PFPC Trust is necessary or desirable in connection with the provision of services under this Agreement; (g) it is Fund information provided by PFPC Trust in connection with an independent third party compliance or other review; (h) it is relevant to the defense of any claim or cause of action asserted against the receiving party; or (i) it has been or is independently developed or obtained by the receiving party. The provisions of this Section 5 shall survive termination of this Agreement for a period of three (3) years after such termination.

6. Cooperation with Third-Party Service Providers. PFPC Trust shall cooperate with the independent public accountants and administrators and other third-party service providers for the Funds and shall take all reasonable action to make any requested information available to such third parties as reasonably requested by the Funds.

7. PFPC System. PFPC Trust shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights utilized by PFPC Trust in connection with the services provided by PFPC Trust to the Funds.

8. Disaster Recovery. PFPC Trust shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, PFPC Trust shall, at no additional expense to the Funds, take reasonable steps to minimize service interruptions. PFPC Trust shall have no liability with respect to the loss of data or service interruptions caused by equipment failure provided such loss or interruption is not caused by PFPC Trust’s own intentional misconduct, bad faith, negligence or reckless disregard of its duties or obligations under this Agreement.

9. Compensation.

(a) As compensation for custody services rendered by PFPC Trust during the term of this Agreement, the Funds will pay to PFPC Trust a fee or fees as may be agreed to in writing from time to time by the Funds and PFPC Trust. The Funds acknowledge that PFPC Trust may receive float benefits in connection with maintaining certain accounts required to provide services under this Agreement.

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(b) Notwithstanding the limitation of liability provisions of this Agreement or the termination of this Agreement, the Funds shall remain responsible for paying to PFPC Trust the fees set forth in the applicable fee letter.

10. Standard of Care/Limitations of Liability.

(a) Subject to the terms of this Section 10, PFPC Trust shall be liable to the Funds (or any person or entity claiming through the Funds) for damages only to the extent caused by PFPC Trust’s own intentional misconduct, bad faith, negligence or reckless disregard of its duties under this Agreement (“Standard of Care”).

(b) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 12(h)(ii)(B)(4) and Section 12(h)(iii)(A) of this Agreement), the Funds shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Funds shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto).

(c) PFPC Trust shall not be liable for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation: acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by a third party; failure of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should an event beyond PFPC Trust’s reasonable control occur, PFPC Trust will follow applicable procedures in its disaster recovery and business continuity plan and use commercially reasonable efforts to mitigate and minimize any service interruptions to the Funds.

(d) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information which PFPC Trust reasonably believes to be genuine. PFPC Trust shall not be liable for any damages that are caused by actions or omissions taken by PFPC Trust in accordance with Written Instructions or the reasonable advice of counsel. PFPC Trust shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Funds or for any failure to discover any such error or omission. PFPC Trust shall not have responsibility for any anti-money laundering requirements to which the Funds are subject under applicable laws or regulations or under the Subscription Documents with any Portfolio Fund in which the Funds have invested.

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(e) PFPC Trust shall have no liability for any action by the Funds or by any of the Portfolio Funds that prevents or limits the redemption or other liquidation of the Property (including without limitation any action taken by any Portfolio Fund to suspend or curtail redemptions or to make distributions in kind, including distributions of illiquid investments).

(f) Neither PFPC Trust nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by PFPC Trust or its affiliates.

(g) No party may assert a cause of action against PFPC Trust or any of its Affiliates that allegedly occurred more than 24 months immediately prior to the discovery of such cause of action.

(h) Each party shall have a duty to reasonably mitigate damages for which the other party may become responsible.

(i) This Section 10 shall survive termination of this Agreement.

11. Indemnification. Absent PFPC Trust’s failure to meet its Standard of Care (defined in Section 10 above), each Fund agrees severally and not jointly to indemnify, defend and hold harmless PFPC Trust and its affiliates and their respective directors, trustees, officers, agents and employees from all claims, suits, actions, damages, losses, liabilities, obligations, costs and reasonable expenses (including reasonable attorneys’ fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolution) arising directly or indirectly from: (a) any action or omission to act by any prior service provider of the Funds; (b) any action taken or omitted to be taken by PFPC Trust in connection with the provision of services to the Funds; (c) any breach of or default under any of the representations, warranties or covenants made by PFPC Trust on behalf of the Funds in any Subscription Document with any Portfolio Fund (whether given by PFPC Trust as owner of record of such Portfolio Fund or pursuant to power of attorney or other instructions given to PFPC Trust by the Fund); and (d) the Funds’ ownership of the Property (including without limitation its ownership of any Portfolio Fund Securities). This Section 11 shall survive termination of this Agreement.

12. Description of Services.

(a) Delivery of the Property. The Funds will deliver or arrange for the delivery to PFPC Trust, of all the Property owned by the Funds as to which PFPC Trust will serve as custodian under this Agreement, including cash received as a result of the purchase of Interests, during the period that is set forth in this Agreement. PFPC Trust will not be responsible for any Property until actual receipt.

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(b) Receipt and Disbursement of Money. PFPC Trust, acting upon Written Instructions, shall open and maintain separate accounts (the “Accounts”) in the name of the Funds using all cash received from or for the portion of the Funds allocated to PFPC Trust, subject to the terms of this Agreement. PFPC Trust shall make cash payments from or for the Accounts only for:

(i) purchases of securities, in the name of the Funds, PFPC Trust (excluding Portfolio Fund Securities), or PFPC Trust’s nominee or a sub-custodian or nominee thereof as provided in sub-section (j) and for which PFPC Trust has received a copy of (A) the broker’s or dealer’s confirmation, or (B) payee’s invoice, as appropriate;

(ii) the repurchase of assets of the Funds;

(iii) payment of, subject to Written Instructions, interest, taxes (provided that tax which PFPC Trust considers is required to be deducted or withheld “at source” will be governed by Section 12(h)(iii)(B) of this Agreement), administration, accounting, distribution, advisory, management fees or similar expenses which are to be borne by the Funds;

(iv) payment to, subject to receipt of Written Instructions, the administrator of the Funds of an amount equal to the amount of any distributions stated in the Written Instructions to be distributed in cash by the administrator, or, in lieu of paying the administrator of the Funds, PFPC Trust may arrange for the direct payment of cash dividends and distributions in accordance with procedures mutually agreed upon from time to time by and among the Funds, PFPC Trust and the administrator of the Funds;

(v) payments, upon receipt of Written Instructions signed by one Authorized Person, in connection with the conversion, exchange or surrender of securities owned or subscribed to by the Funds and held pursuant to this Agreement or delivered to PFPC Trust; (vi) payments of, subject to receipt of Written Instructions signed by one Authorized Person, the amounts of dividends received with respect to securities sold short;

(vii) payments made to a sub-custodian pursuant to provisions in sub-section (c) of this Section; and

(viii) other payments, upon Written Instructions.

PFPC Trust is hereby authorized to endorse and collect all checks, drafts or other orders for the payment of money received as custodian for a portion of the Funds.

(c) Receipt of Securities; Subcustodians.

(i) PFPC Trust shall hold all securities received by it for the Funds in a separate account that physically segregates such securities from those of any other persons, firms or corporations, except for securities held in a

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Book-Entry System or through a sub-custodian or depository. All such securities shall be held or disposed of only upon Written Instructions or otherwise pursuant to the terms of this Agreement. PFPC Trust shall have no power or authority to assign, hypothecate, pledge or otherwise dispose of any such securities or investment, except upon the express terms of this Agreement or upon Written Instructions authorizing the transaction.

At PFPC Trust’s own expense and for its own convenience, PFPC Trust may enter into sub-custodian agreements with other United States banks or trust companies to perform duties described in this sub-section (c) with respect to domestic assets. Such bank or trust company shall have aggregate capital, surplus and undivided profits, according to its last published report, of at least one million dollars ($1,000,000), if it is a subsidiary or affiliate of PFPC Trust, or at least twenty million dollars ($20,000,000) if such bank or trust company is not a subsidiary or affiliate of PFPC Trust. Any such arrangement will not be entered into without prior written notice to the Funds.

In addition, PFPC Trust may enter into arrangements with sub-custodians with respect to services regarding foreign assets. Any such arrangement will be entered into with prior written notice to the Funds.

(ii) Sub-custodians utilized by PFPC Trust may be subsidiaries or affiliates of PFPC Trust, and such entities will be compensated for their services at such rates as are agreed between the entity and PFPC Trust. PFPC Trust shall remain responsible for the acts and omissions of any sub-custodian chosen by PFPC Trust under the terms of this sub-section (c) to the same extent that PFPC Trust is responsible for its own acts and omissions under this Agreement.

(d) Transactions Requiring Instructions. Upon receipt of Oral Instructions or Written Instructions and not otherwise, PFPC Trust shall:

(i) deliver any securities including Portfolio Fund Securities which are held by PFPC Trust for the benefit of the funds (if applicable, subject to a pledge) pursuant to Written Instructions, held for the Funds against the receipt of payment for the sale of such securities or otherwise in accordance with standard market practice;

(ii) execute and deliver to such persons as may be designated in such Oral Instructions or Written Instructions, proxies, consents, authorizations, and any other instruments received by PFPC Trust as custodian whereby the authority of the Funds as owners of any securities may be exercised;

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(iii) deliver any securities to the issuer thereof, or its agent, when such securities are called, redeemed, retired or otherwise become payable at the option of the holder; provided that, in any such case, the cash or other consideration is to be delivered to PFPC Trust;

(iv) deliver any securities held for the Funds against receipt of other securities or cash issued or paid in connection with the liquidation, reorganization, refinancing, tender offer, merger, consolidation or recapitalization of any corporation, or the exercise of any conversion privilege;

(v) deliver any securities held for the Funds to any protective committee, reorganization committee or other person in connection with the reorganization, refinancing, merger, consolidation, recapitalization or sale of assets of any corporation, and receive and hold under the terms of this Agreement such certificates of deposit, interim receipts or other instruments or documents as may be issued to it to evidence such delivery;

(vi) make such transfer or exchanges of the assets of the Funds and take such other steps as shall be stated in said Oral Instructions or Written Instructions to be for the purpose of effectuating a duly authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of the Funds;

(vii) release securities belonging to the Funds to any bank or trust company for the purpose of a pledge or hypothecation to secure any loan incurred by the Funds; provided, however, that securities shall be released only upon payment to PFPC Trust of the monies borrowed, except that in cases where additional collateral is required to secure a borrowing already made subject to proper prior authorization, further securities may be released for that purpose; and repay such loan upon redelivery to it of the securities pledged or hypothecated therefor and upon surrender of the note or notes evidencing the loan;

(viii) release and deliver securities owned by the Funds in connection with any repurchase agreement entered into by the Funds on behalf of a Fund, but only on receipt of payment therefor; and pay out monies of the Funds in connection with such repurchase agreements, but only upon the delivery of the securities;

(ix) release and deliver or exchange securities owned by the Funds in connection with any conversion of such securities, pursuant to their terms, into other securities;

(x) release and deliver securities to a broker in connection with the broker’s custody of margin collateral relating to futures and options transactions;

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(xi) release and deliver securities owned by the Funds for the purpose of redeeming in kind Interests of the Funds upon delivery thereof to PFPC Trust; and

(xii) release and deliver or exchange securities owned by the Funds for other purposes.

Provided that PFPC Trust shall not take any action relating to any investments in or holdings of any Portfolio Funds except upon Written Instructions that are given and confirmed in such manner as PFPC Trust may from time to time determine.

(e) Use of Book-Entry System or Other Depository. PFPC Trust will deposit in Book-Entry Systems and other depositories all securities belonging to the Funds eligible for deposit therein and will utilize Book-Entry Systems and other depositories to the extent possible in connection with settlements of purchases and sales of securities by the Funds, and deliveries and returns of securities loaned, subject to repurchase agreements or used as collateral in connection with borrowings. PFPC Trust shall continue to perform such duties until it receives Written Instructions or Oral Instructions authorizing contrary actions.

PFPC Trust shall administer the Book-Entry System or other depository as follows:

(i) With respect to securities of the Funds which are maintained in the Book-Entry System or another depository, the records of PFPC Trust shall identify by book-entry or otherwise those securities as belonging to the Funds.

(ii) Assets of the Funds deposited in a Book-Entry System or another depository will (to the extent consistent with applicable law and standard practice) at all times be segregated from any assets and cash controlled by PFPC Trust in other than a fiduciary or custodian capacity but may be commingled with other assets held in such capacities.

PFPC Trust will provide the Funds with such reports on its own system of internal control as the Funds may reasonably request from time to time.

(f) Registration of Securities. All securities held for the Funds which are issued or issuable only in bearer form, except such securities maintained in the Book-Entry System or in another depository, shall be held by PFPC Trust in bearer form; all other securities maintained for the Funds may be registered in the name of a Fund, PFPC Trust (excluding Portfolio Fund Securities), a Book-Entry System, another depository, a sub-custodian, or any duly appointed nominee of one of the foregoing. The Funds agree to furnish to PFPC Trust appropriate instruments, including, without limitation, the power of attorney attached hereto as Appendix C, to enable PFPC Trust to maintain or deliver in proper form for transfer, or to register in the name of its nominee or in the name of the Book-Entry System or in the name of another appropriate entity, any securities which it may maintain for the Accounts. With respect to uncertificated

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securities that are registered in the name of a Fund or another nominee thereof (including, without limitation, Portfolio Fund Securities), PFPC Trust will reflect such securities on its records based upon the holdings information provided to it by the issuer of such securities, but notwithstanding anything in this Agreement to the contrary PFPC Trust shall not be obligated to safekeep such securities or to perform other duties with respect to such securities other than to: (i) make payment for the purchase of such securities upon receipt of Oral or Written Instructions; (ii) accept in sale proceeds received by PFPC Trust upon the sale of such securities of which PFPC Trust is informed pursuant to Oral or Written Instructions; (iii) accept in other distributions received by PFPC Trust with respect to such securities or reflect on its records any reinvested distributions with respect to such securities of which it is informed by the issuer of the securities; and (iv) with respect to a Fund’s purchase and sale of Portfolio Fund Securities, upon receipt of Written Instructions, receive, complete, execute and forward to the appropriate party any and all Subscription Documents, and perform such duties as set forth herein, including such actions contemplated in the power of attorney attached hereto as Appendix C hereto, and hold such Subscription Documents delivered to PFPC Trust.

(g) Voting and Other Action. Neither PFPC Trust nor its nominee shall vote any of the securities held pursuant to this Agreement by or for the account of a Fund, except in accordance with Written Instructions. PFPC Trust, directly or through the use of another entity, shall execute in blank and promptly deliver all notices, proxies and proxy soliciting materials received by PFPC Trust as custodian to the registered holder of such securities or to a person designated by the Governing Board or Managing Member of a Fund. If the registered holder is not a Fund, then Written Instructions or Oral Instructions must designate the person who owns such securities.

(h) Transactions Not Requiring Instructions. Notwithstanding anything in this Agreement requiring instructions in order to take a particular action, in the absence of a contrary Written Instruction, PFPC Trust is authorized to take the following actions without the need for instructions (provided that PFPC Trust shall not take any action relating to any investments in or holdings of any Portfolio Funds except upon Written Instructions that are given and confirmed in such manner as PFPC Trust may from time t0 time determine):

(i) Collection of Income and Other Payments.

(A) collect and receive for the account of the Funds, all income, dividends, distributions, coupons, option premiums, other payments and similar items, included or to be included in the Property, and, in addition, promptly advise the Funds of such receipt and credit such income to the custodian account of the Funds;

(B) endorse and deposit for collection, in the name of the Funds, checks, drafts, or other orders for the payment of money;

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(C) receive and hold for the account of the Funds all securities of the Funds received as a distribution on the securities as a result of a stock dividend, share split-up or reorganization, recapitalization, readjustment or other rearrangement or distribution of rights or similar securities issued with respect to any securities belonging to the Funds and held by PFPC Trust hereunder;

(D) present for payment and collect the amount payable upon all securities which may mature or be called, redeemed, or retired, or otherwise become payable (on a mandatory basis) on the date such securities become payable; and

(E) take any action which may be necessary and proper in connection with the collection and receipt of such income and other payments and the endorsement for collection of checks, drafts, and other negotiable instruments.

(ii) Miscellaneous Transactions.

(A) PFPC Trust is authorized to deliver or cause to be delivered Property against payment or other consideration or written receipt therefor in the following cases:

(1) for examination by a broker or dealer selling for the account of the Funds in accordance with street delivery custom;

(2) for the exchange of interim receipts or temporary securities for definitive securities; and

(3) for transfer of securities into the name of a Fund or PFPC Trust or a sub-custodian or a nominee of one of the foregoing, or for exchange of securities for a different number of bonds, certificates, or other evidence, representing the same aggregate face amount or number of units bearing the same interest rate, maturity date and call provisions, if any; provided that, in any such case, the new securities are to be delivered to PFPC Trust.

(B) PFPC Trust shall:

(1) pay all income items held by it which call for payment upon presentation and hold the cash received by it upon such payment for the account of the Funds;

(2) collect interest and cash dividends received, with notice to the Funds, for the accounts of the Funds;

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(3) hold for the accounts of the Funds all stock dividends, rights and similar securities issued with respect to any securities held by PFPC Trust; and

(4) subject to receipt of such documentation and information as PFPC Trust may request, execute as agent on behalf of a Fund all necessary ownership certificates required by a national governmental taxing authority or under the laws of any U.S. state now or hereafter in effect, inserting the name of the applicable Fund, on such certificate as the owner of the securities covered thereby, to the extent it may lawfully do so.

(iii) Other Matters.

(A) subject to receipt of such documentation and information as PFPC Trust may request, PFPC Trust will, in such jurisdictions as PFPC Trust may agree from time to time, seek to reclaim or obtain a reduction with respect to any withholdings or other taxes relating to assets maintained hereunder (provided that PFPC Trust will not be liable for failure to obtain any particular relief in a particular jurisdiction); and

(B) PFPC Trust is authorized to deduct or withhold any sum in respect of tax which PFPC Trust considers is required to be deducted or withheld “at source” by any relevant law or practice.

(i) Segregated Accounts. PFPC Trust shall upon receipt of Written Instructions or Oral Instructions establish and maintain segregated accounts on its records for and on behalf of the Funds. Such accounts may be used to transfer cash and securities, including securities in a Book-Entry System or other depository:

(i) for the purposes of compliance by the Funds with the procedures required by a securities, futures or option exchange; and

(ii) upon receipt of Written Instructions, for other purposes.

(j) Purchases of Securities. PFPC Trust shall settle purchased securities upon receipt of Oral Instructions or Written Instructions that specify:

(i) the name of the issuer and the title of the securities, including CUSIP number if applicable;

(ii) the number of shares or the principal amount purchased and accrued interest, if any;

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(iii) the date of purchase and settlement;

(iv) the purchase price per unit;

(v) the total amount payable upon such purchase; and

(vi) the name of the person from whom or the broker through whom the purchase was made (the foregoing provisions of this sub-section (vi) do not apply to purchases of Portfolio Funds). PFPC Trust shall upon receipt of securities purchased by or for a Fund (or otherwise in accordance with standard market practice) pay out of the monies held for the account of such Fund the total amount payable to the person from whom or the broker through whom the purchase was made, provided that the same conforms to the total amount payable as set forth in such Oral Instructions or Written Instructions.

Provided that PFPC Trust shall not take any action relating to any investments in or holdings of any Portfolio Funds except upon Written Instructions that are given and confirmed in such manner as PFPC Trust may from time to time determine.

(k) Sales of Securities. PFPC Trust shall settle sold securities upon receipt of Oral Instructions or Written Instructions that specify:

(i) the name of the issuer and the title of the security, including CUSIP number if applicable;

(ii) the number of shares or principal amount sold, and accrued interest, if any;

(iii) the date of trade and settlement;

(iv) the sale price per unit;

(v) the total amount payable to the Funds upon such sale;

(vi) the name of the broker through whom or the person to whom the sale was made; and

(vii) the location to which the security must be delivered and delivery deadline, if any (the provisions of this sub-section (vii) do not apply to sales or redemptions of Portfolio Funds);

Provided that PFPC Trust shall not take any action relating to any investments in or holdings of any Portfolio Funds except upon Written Instructions that are given and confirmed in such manner as PFPC Trust may from time to time determine.

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PFPC Trust shall deliver the securities upon receipt of the total amount payable to the Funds upon such sale, provided that the total amount payable is the same as was set forth in the Oral Instructions or Written Instructions. Notwithstanding anything to the contrary in this Agreement, PFPC Trust may accept payment in such form which is consistent with standard industry practice and may deliver assets and arrange for payment in accordance with standard market practice.

(l) Reports; Proxy Materials.

(i) PFPC Trust shall furnish to the Funds the following reports:

(A) such periodic and special reports as a Fund may reasonably request;

(B) a monthly statement summarizing all transactions and entries for the account of each Portfolio, listing each portfolio security belonging to each Portfolio (with the corresponding security identification number) held at the end of such month and stating the cash balance of each Portfolio at the end of such month; and

(C) such other information as may be agreed upon from time to time between the Funds and PFPC Trust.

(ii) PFPC Trust shall transmit promptly to the Funds any proxy statement, proxy material, notice of a call or conversion, other corporate action or similar communication received by it as custodian of the Property to such party as is designated by an Authorized Person of the Funds.

(m) Crediting of Accounts. PFPC Trust may in its sole discretion credit the Accounts with respect to income, dividends, distributions, coupons, option premiums, other payments or similar items prior to PFPC Trust’s actual receipt thereof, and in addition PFPC Trust may in its sole discretion credit or debit the assets in the Accounts on a contractual settlement date with respect to any sale, exchange or purchase applicable to the Accounts; provided that nothing herein or otherwise shall require PFPC Trust to make any advances or to credit any amounts until PFPC Trust’s actual receipt thereof. If PFPC Trust credits the Accounts with respect to (a) income, dividends, distributions, coupons, option premiums, other payments or similar items on a contractual payment date or otherwise in advance of PFPC Trust’s actual receipt of the amount due, (b) the proceeds of any sale or other disposition of assets on the contractual settlement date or otherwise in advance of PFPC Trust’s actual receipt of the amount due or (c) provisional crediting of any amounts due, and (i) PFPC Trust is subsequently unable to collect full and final payment for the amounts so credited within a reasonable time period using reasonable efforts or (ii) pursuant to standard industry practice, law or regulation PFPC Trust is required to repay to a third party such amounts so credited, or if any Property has been incorrectly credited, PFPC Trust shall have the absolute right in its sole discretion without demand to reverse any such credit or payment, to debit or deduct the amount of such credit or payment from the Accounts, and to otherwise pursue recovery of any such amounts so credited from the Funds. The Funds hereby

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grant to PFPC Trust and to each sub-custodian utilized by PFPC Trust in connection with providing services to the Funds a first priority contractual possessory security interest in and a right of setoff against the assets maintained hereunder in the amount necessary to secure the return and payment to PFPC Trust and to each such sub-custodian of any advance or credit made by PFPC Trust and/or by such sub-custodian (including reasonable charges related thereto). Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall be entitled to assign any rights it has under this sub-section (m) to any sub-custodian utilized by PFPC Trust in connection with providing services to the Funds which sub-custodian makes any credits or advances with respect to a Fund.

(n) Collections. All collections of monies or other property in respect, or which are to become part, of the Property (but not the safekeeping thereof upon receipt by PFPC Trust) shall be at the sole risk of the Funds. If payment is not received by PFPC Trust within a reasonable time after proper demands have been made, PFPC Trust shall notify the Funds in writing, including copies of all demand letters, any written responses and memoranda of all oral responses and shall await instructions from the Funds. PFPC Trust shall not be obliged to take legal action for collection unless and until reasonably indemnified to its satisfaction. PFPC Trust shall also notify the Funds as soon as reasonably practicable whenever income due on securities is not collected in due course and shall provide the Funds with periodic status reports of such income collected after a reasonable time.

(o) Excess Cash Sweep. PFPC Trust will, consistent with applicable law, sweep any net excess cash balances daily into an investment vehicle or other instrument designated in Written Instructions, so long as the investment vehicle or instrument is acceptable to PFPC Trust, subject to a fee, paid to PFPC Trust for such service, to be agreed between the parties. Such investment vehicle or instrument may be offered by an affiliate of PFPC Trust or by a PFPC Trust client and PFPC Trust may receive compensation therefrom.

(p) Foreign Exchange. PFPC Trust, its sub-custodians and the respective affiliates of such entities (together, “Affiliated Entities”) jointly or separately may act as principal and/or agent for foreign exchange (“FX”) transactions for the Fund, and any of the Affiliated Entities may arrange FX transactions for the funds with third parties that act as principal or agent. Affiliated entities and third parties may receive fees and other compensation in connection with FX transactions for the funds, and PFPC Trust may receive from such entities a portion of their fees or other compensation. Unless PFPC Trust itself is the principal for a FX transaction, PFPC Trust will not be responsible and shall have no liability for the actions or omissions of any principal (including any other Affiliated Entity) to any FX transaction from the Fund nor any responsibility to monitor the commercial terms of any such FX transactions.

13. Duration and Termination.

(a) This Agreement shall be effective on the date first written above and unless terminated pursuant to its terms shall continue for a period of one (1) year from the date first written above (the “Initial Term”). If this Agreement is terminated with respect to a particular Fund, this Agreement shall remain in full force and effect with respect to the remaining Funds.

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(b) Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive terms of one (1) year (“Renewal Terms”) each, unless the Fund or PFPC Trust provides written notice to the other of its intent not to renew. Such notice must be received not less than ninety (90) days prior to the expiration of the Initial Term or the then current Renewal Term.

(c) In the event of termination, all expenses associated with movement of records and materials and conversion thereof to a successor service provider will be borne by the Fund and paid to PFPC Trust prior to any such conversion.

(d) Notwithstanding the provisions of Section 13(a) and Section 13(b) above, if a party hereto is guilty of a material failure to perform its duties and obligations hereunder (a “Defaulting Party”) the other party (the “Non-Defaulting Party”) may give written notice thereof to the Defaulting Party, and if such material failure to perform shall not have been remedied within thirty (30) days after such written notice is given of such material failure to perform, then the Non-Defaulting Party may terminate this Agreement by giving thirty (30) days written notice of such termination to the Defaulting Party. In all cases, termination or failure to terminate by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party.

(e) Notwithstanding anything contained in this Agreement to the contrary (other than as contained in Section 13(f) below), if in connection with a Change in Control (for purposes of this Section 13(e) “Change in Control” is defined to mean a merger, consolidation, adoption, acquisition, change in control, re-structuring, or re-organization of or any other similar occurrence involving the Fund or any affiliate of the Fund) the Fund gives notice to PFPC Trust terminating it as the provider of any of the services hereunder or if the Fund otherwise terminates this Agreement before the expiration of the then current Initial or Renewal Term (“Early Termination”): (i) PFPC Trust shall, if requested by the Fund, make a good faith effort to facilitate a conversion to the Fund’s successor service provider, provided that PFPC Trust does not guarantee that it will be able to effect a conversion on the date(s) requested by the Fund and (ii) before the effective date of the Early Termination, the Fund shall pay to PFPC Trust an amount equal to the lesser of five (5) months of fees and other amounts payable to PFPC Trust or all fees and other amounts payable to PFPC Trust calculated as if PFPC Trust were to provide all services hereunder until the expiration of the then current Initial or Renewal Term. The Early Termination Fee shall be calculated using the average of the monthly fees and other amounts due to PFPC Trust under this Agreement during the last three calendar months before the date of the notice of Early Termination (or if not given the date it should have been given). Each Fund expressly acknowledges and agrees that the Early Termination Fee is not a penalty but reasonable compensation to PFPC Trust for the termination of services before the expiration of the then current Initial or Renewal Term. If a Fund gives notice of Early Termination after expiration of the specified notice period to terminate this Agreement in the ordinary course at the end of the then current Initial or Renewal Term, the references above to “expiration of the then current Initial or Renewal Term” shall be deemed to mean “expiration of the Renewal Term immediately following the then current Initial or Renewal Term.” If any Fund assets serviced by PFPC Trust

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under this Agreement are removed from the coverage of this Agreement (“Removed Assets”) and are subsequently serviced by another service provider (including the Fund or any affiliate of the Fund (other than a subsidiary of PNC Global Investment Servicing Inc.)): (i) the respective Fund(s) will be deemed to have caused an Early Termination with respect to such Removed Assets as of the day immediately preceding the first such removal of assets and (ii) at PFPC Trust’s option, either (1) the Fund(s) will also be deemed to have caused an Early Termination with respect to all non-Removed Assets as of a date selected by PFPC Trust (PFPC Trust will provide the Fund written notice at least thirty (30) days prior to invoking the option set forth in this sub-item (1), and during such notice period PFPC Trust will make itself available for good faith discussions with the Fund regarding PFPC Trust’s decision to invoke the option set forth in this sub-item (1), provided that upon the termination of such notice period PFPC Trust shall be entitled at its sole discretion and without penalty to invoke the option set forth in this sub-item (1)) or (2) this Agreement will remain in full force and effect with respect to all non-Removed Assets.

(f) In the event that this Agreement is terminated in accordance with the provisions of Section 13(d) above, Section 13(e) above shall be treated as if it was not a part of this Agreement (provided that the removal of assets as referenced in the preamble to the last sentence of such Section 13(e) shall not be permitted prior to the termination date of this Agreement).

(g) In the event this Agreement is terminated (pending appointment of a successor to PFPC Trust or vote of the shareholders of a Fund to dissolve or to function without a custodian of its cash, securities or other property), PFPC Trust shall not deliver cash, securities or other property to the Fund. If, upon the effective date of termination, the Fund has not appointed a successor custodian, PFPC Trust may deliver cash, securities and other property to a bank or trust company of PFPC Trust’s choice, having aggregate capital, surplus and undivided profits, as shown by its last published report, of not less than twenty million dollars ($20,000,000), as a custodian for the Fund to be held under terms similar to those of this Agreement. PFPC Trust shall not be required to make any delivery or payment of assets upon termination until full payment shall have been made to PFPC Trust of all of its fees, compensation, costs, expenses and other amounts owing to it. PFPC Trust shall have a first priority contractual possessory security interest in and shall have a right of setoff against the Property as security for the payment of its fees, compensation, costs, expenses and other amounts owing to it; provided that notwithstanding anything in this Agreement to the contrary no such security interest or right of set off may be exercised without prior notice thereof to the Fund.

(h) Notwithstanding anything contained in this Agreement to the contrary, either party hereto (“notifying party”) shall be entitled (at its sole discretion) to terminate this Agreement at any time following the other party’s (“notified party”): (i) commencing as debtor any case or proceeding under any bankruptcy, insolvency or similar law, or the seeking of the appointment of a receiver, conservator, trustee, custodian or similar official for the notified party or any substantial part of its property, (ii) commencement of any such case or proceeding against the notified party, or another entity seeking any such appointment, (iii) the notified party making a general assignment for the benefit of creditors or (iv) the notified party admitting in writing its inability to pay its debts as they become due; any such termination of this Agreement by the

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notifying party shall be without any prejudice to, and without the payment of any penalty or other amount by, the notifying party. The notifying party may exercise its termination right under this Section 13(h) at any time after the occurrence of any of the foregoing events notwithstanding that such event may cease to be continuing prior to such exercise, and any delay in exercising this right shall not be construed as a waiver or other extinguishment of that right. Any exercise by the notifying party of its termination right under this Section 13(h) shall be without any prejudice to any other remedies or rights available to the notifying party and shall not be subject to any fee or penalty, whether monetary or equitable. Notwithstanding anything in this Agreement to the contrary, notice of termination under this Section 13(h) shall be considered given and effective when given, not when received.

14. Notices. Notices shall be addressed (a) if to PFPC Trust at 8800 Tinicum Boulevard, 3^rd Floor, Philadelphia, Pennsylvania 19153, Attention: Edward Smith; (b) if to the Funds, at Two Hopkins Plaza, Baltimore, Maryland 21201, Attention: Jennifer Spratley or (c) if to neither of the foregoing, at such other address as shall have been given by like notice to the sender of any such notice or other communication by the other party. If notice is sent by confirming electronic delivery, hand or facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given five days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered.

15. Amendments. This Agreement, or any term hereof, may be changed or waived only by a written amendment, signed by the party against whom enforcement of such change or waiver is sought.

16. Delegation; Assignment. PFPC Trust may assign its rights and delegate its duties hereunder to any affiliate of PFPC Trust or of The PNC Financial Services Group, Inc., provided that PFPC Trust gives the Funds thirty (30) days’ prior written notice of such assignment or delegation. In the event of an assignment, a Fund may terminate this agreement, without penalty, at its discretion, prior to or within the first six months after such assignment.

17. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

18. Further Actions. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

19. Representations and Warranties.

(a) Mutual Representations and Warranties. Each Fund and PFPC Trust hereby represents and warrants to the other that:

(i) it is duly organized and validly existing under the laws of the jurisdiction of its organization and is in good standing;

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(ii) it is duly authorized and empowered to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and when executed this Agreement will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with its terms;

(iii) to the extent applicable, it will maintain in full force and effect all registrations, licenses or permits of any governmental entity or other regulatory authority that may be required in connection with its activities under this Agreement;

(iv) it is under no regulatory restriction that would materially affect its ability to carry out its obligations under this Agreement; and

(v) it will comply in all material respects with the Securities Laws and all applicable laws, rules and regulations to which it may be subject of governmental authorities having jurisdiction with respect to the subject matter herein (for the avoidance of doubt, neither party shall be responsible for such compliance by the other parties or any other entity).

(b) Fund Representations and Warranties. Each Fund hereby represents and warrants to PFPC Trust that:

(i) PFPC Trust shall have full authority (whether under the provisions of the Funds’ governing documents, this Agreement, any vote, resolution or proceeding relating to the Funds or otherwise), to receive, complete, execute and forward to the appropriate party any and all Subscription Documents, and to take any other action deemed by PFPC Trust necessary or desirable on behalf of the Fund with respect to the Fund’s purchase and sale of any Portfolio Fund Securities;

(ii) each of the responses, representations, warranties and covenants made by PFPC Trust on behalf of the Fund in the Subscription Documents with any Portfolio Fund (whether as owner of record of such Portfolio Fund or pursuant to power of attorney or other instructions given to PFPC Trust by the Fund) are and will at all times be true, correct and complete, and the Fund will immediately notify PFPC Trust in writing if there is any material change in any such responses, representations or warranties or any material default under any such covenant;

(iii) the Fund has fulfilled and is in full compliance in all material respects with all anti-money laundering requirements to which the Fund is subject under applicable laws and regulations and under the Subscription Documents with each Portfolio Fund in which the Fund has invested, and the Fund will provide PFPC Trust written certification(s) to that effect upon request;

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(iv) any agreements, whether oral or written, including, without limitation, any side letters between the Fund and a Portfolio Fund, shall be provided to PFPC Trust; provided, however, that PFPC Trust shall have no obligation to review, negotiate or execute or be bound by such agreements or side letters; and

(v) the terms of this Agreement, the fees and expenses associated with this Agreement and any benefits accruing to the Fund or to the adviser or sponsor to the Fund in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by PFPC Trust to the adviser, manager or sponsor or any affiliate of the Funds relating to this Agreement, have been fully disclosed to the Fund’s Governing Board and that, if required by applicable law, such Governing Board has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits.

(c) PFPC Trust Representations and Warranties. PFPC Trust hereby represents and warrants to the Funds that:

(i) it is a limited purpose trust company duly organized, validly existing and in good standing under the laws of the State of Delaware; and

(ii) it has the ability to perform the Services in a professional manner and it will perform the Services in accordance with the standards related to such Services as set forth herein.

20. Miscellaneous.

(a) Entire Agreement. This Agreement (together with the associated letter agreement regarding Custodian Service Fees) embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated duties and Oral Instructions.

(b) No Representations or Warranties. Except as expressly provided in this Agreement, PFPC Trust hereby disclaims all representations and warranties, express or implied, made to the Funds or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. PFPC Trust disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

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(c) No Changes that Materially Affect Obligations. Notwithstanding anything in this Agreement to the contrary, each of the Funds agrees not to make any modifications to its offering documents or Registration Statement or adopt any policies which would affect materially the obligations or responsibilities of PFPC Trust hereunder without the prior written approval of PFPC Trust, which approval shall not be unreasonably withheld or delayed. The scope of services to be provided by PFPC Trust under this Agreement shall not be increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the Funds, unless the parties hereto expressly agree in writing to any such increase.

(d) Captions. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

(e) Information. Each Fund will provide such information and documentation as PFPC Trust may reasonably request in connection with services provided by PFPC Trust to the Funds.

(f) Governing Law. This Agreement shall be deemed to be a contract made in Delaware in the United States and governed by Delaware law, without regard to principles of conflicts of law.

(g) Partial Invalidity. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

(h) Parties in Interest. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as may be explicitly stated in this Agreement, (i) this Agreement is not for the benefit of any other person or entity and (ii) there shall be no third party beneficiaries hereof.

(i) Nature of Fund Obligations. The obligations of each Fund to PNC hereunder shall be several and not joint. No Fund shall have the authority to act for or bind or waive the rights of any other Fund. Each Fund that is a signatory hereto agrees to the inclusion as a party hereto of another Fund that is consented to by PNC, and that executes an instrument of accession as set forth in Section 1 of this Agreement.

(j) Separate Agreements. This Agreement shall be interpreted to carry out the intent of the parties hereto that PNC is entering into a separate arrangement with each separate Fund.

(k) Facsimile Signatures. The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party.

(l) Customer Identification Program Notice. To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003. Consistent with this requirement, PFPC Trust may request (or may have already requested) the names, addresses and

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taxpayer identification numbers or other government-issued identification numbers for the Funds. PFPC Trust may also ask (and may have already asked) for additional identifying information, and PFPC Trust may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements.

[Signature Page Follows]

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

PFPC TRUST COMPANY

By:

Name:

Title:

PNC ABSOLUTE RETURN MASTER FUND LLC

By:

Title:

PNC ABSOLUTE RETURN FUND LLC

By:

Title:

PNC ABSOLUTE RETURN TEDI FUND LLC

By:

Title:

PNC ABSOLUTE RETURN CAYMAN FUND LDC

By:

Title:

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PNC LONG-SHORT MASTER FUND LLC

By:

Title:

PNC LONG-SHORT FUND LLC

By:

Title:

PNC LONG-SHORT TEDI FUND LLC

By:

Title:

PNC LONG-SHORT CAYMAN FUND LDC

By:

Title:

PNC ALTERNATIVE STRATEGIES

MASTER FUND LLC

By:

Title:

PNC ALTERNATIVE STRATEGIES FUND LLC

By:

Title:

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PNC ALTERNATIVE STRATEGIES

TEDI FUND LLC

By:

Title:

PNC ALTERNATIVE STRATEGIES

CAYMAN FUND LDC

By:

Title:

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APPENDIX A

Name of Fund	Type of Fund	Type/Jurisdiction of Fund
PNC Absolute Return Master Fund LLC	Closed-end, diversified registered investment company under the 1940 Act	Delaware limited liability company
PNC Absolute Return Fund LLC	Closed-end, diversified registered investment company under the 1940 Act and 1933 Act	Delaware limited liability company
PNC Absolute Return TEDI Fund LLC	Closed-end, diversified registered investment company under the 1940 Act and 1933 Act	Delaware limited liability company
PNC Absolute Return Cayman Fund LDC	Unregistered fund	Cayman Islands limited duration company
PNC Long-Short Master Fund LLC	Closed-end, diversified registered investment company under the 1940 Act	Delaware limited liability company
PNC Long-Short Fund LLC	Closed-end, diversified registered investment company under the 1940 Act and 1933 Act	Delaware limited liability company
PNC Long-Short TEDI Fund LLC	Closed-end, diversified registered investment company under the 1940 Act and 1933 Act	Delaware limited liability company
PNC Long-Short Cayman Fund LDC	Unregistered fund	Cayman Islands limited duration company
PNC Alternative Strategies Master Fund LLC	Closed-end, diversified registered investment company under the 1940 Act	Delaware limited liability company
PNC Alternative Strategies Fund LLC	Closed-end, diversified registered investment company under the 1940 Act and 1933 Act	Delaware limited liability company
PNC Alternative Strategies TEDI Fund LLC	Closed-end, diversified registered investment company under the 1940 Act and 1933 Act	Delaware limited liability company
PNC Alternative Strategies Cayman Fund LDC	Unregistered fund	Cayman Islands limited duration company

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APPENDIX B

Definitions

As used in This Agreement:

(a) “1933 Act” means the Securities Act of 1933, as amended.

(b) “1934 Act” means the Securities Exchange Act of 1934, as amended.

(c) “1940 Act” means the Investment Company Act of 1940, as amended.

(d) “Affiliate” means any “affiliate” (as defined in the 1940 Act) of PFPC Trust that provides services to PFPC Trust or to the Fund in connection with this Agreement.

(e) “Authorized Person” means any officer of a Fund and any other person authorized by a Fund to give Oral Instructions or Written Instructions on behalf of a Fund. An Authorized Person’s scope of authority may be limited by setting forth such limitation in a written document signed by both parties hereto.

(f) “Book-Entry System” means the Federal Reserve Treasury book-entry system for United States and federal agency securities, its successor or successors, and its nominee or nominees and any book-entry system registered with the SEC under the Securities Exchange Act of 1934.

(g) “Governing Board” means, with respect to a Fund, such Fund’s Board of Managers or Board of Directors, as applicable, or, where duly authorized, a competent committee thereof.

(h) “Interests” mean the shares of beneficial interest of any series or class of a Fund.

(i) “Oral Instructions” mean oral instructions received by PFPC Trust from an Authorized Person or from a person reasonably believed by PFPC Trust to be an Authorized Person. PFPC Trust may, in its sole discretion in each separate instance, consider and rely upon instructions it receives from an Authorized Person via electronic mail as Oral Instructions.

(f) “Manager” and “Member” shall have the same meaning given such terms in a particular Fund’s Limited Liability Company Agreement or similar applicable organizational document, if that Fund is a limited liability company.

(g) “PFPC Trust” means PFPC Trust Company or a subsidiary or affiliate of PFPC Trust Company.

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(h) “Portfolio Fund” means a hedge fund, investment company or similar pooled investment vehicle in which a Fund has made an equity investment.

(i) “Portfolio Fund Securities” means a Fund’s equity interests in, or securities issued by, a Portfolio Fund, including, without limitation, (i) shares of capital stock issued by Portfolio Funds organized as corporations or companies, (ii) limited partnership interests in Portfolio Funds organized as limited partnerships, and (iii) member interests in Portfolio Funds organized as limited liability companies.

(j) “Property” means:

(i) any and all securities and other investment items which a Fund may from time to time deposit, or cause to be deposited, with PFPC Trust or which PFPC Trust may from time to time hold for a Fund;

(ii) all income in respect of any of such securities or other investment items;

(iii) all proceeds of the sale of any of such securities or investment items; and

(iv) all proceeds of the sale of Interests issued by a Fund, which are received by PFPC Trust from time to time, from or on behalf of the Fund.

(k) “SEC” means the Securities and Exchange Commission.

(l) “Securities Laws” means the 1933 Act, the 1934 Act and the 1940 Act.

(m) “Subscription Documents” mean any subscription agreements (or the equivalent), investor questionnaires, purchase applications, related agreements and similar materials (and any forms, correspondence and other documents ancillary thereto) relating to a Fund’s investments in Portfolio Funds.

(n) “Written Instructions” mean (i) written instructions signed by two Authorized Persons (or persons reasonably believed by PFPC Trust to be Authorized Persons) and received by PFPC Trust or (ii) trade instructions transmitted by means of an electronic transaction reporting system which requires the use of a password or other authorized identifier in order to gain access. The instructions may be delivered electronically (with respect to sub-item (ii) above) or by hand, mail, tested telegram, cable, telex or facsimile sending device.

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APPENDIX C

POWER OF ATTORNEY

                             , a [limited liability company] [incorporated] [organized] under the laws of                      (the “Fund”), DOES HEREBY CONSTITUTE AND APPOINT PFPC TRUST COMPANY, a limited purpose trust company incorporated under the laws of Delaware (“PFPC Trust”), together with its affiliates, including any direct or indirect subsidiary and its officers and employees, as its true and lawful agents and attorneys-in-fact (the “Attorney(s)-in-fact”), in their name, place and stead to act as the Fund’s agent for the following purposes:

1. Receiving, completing, and forwarding to the appropriate party, any subscription documents (or the equivalent), investor questionnaires and similar materials for investments in which the Fund desires to invest or redemptions therefrom;

2. Signing any applications necessary (or, in the Attorney(s)-in-fact’s opinion, desirable) to achieve any of the matters or things referred to above, and any forms, correspondence and other documents ancillary thereto; and

3. Any other action which the Attorney(s)-in-fact deem is necessary or desirable in connection with any of the above.

The Fund hereby undertakes to ratify and confirm anything the Attorney(s)-in-fact may do pursuant to this Power of Attorney which does not constitute a breach of PFPC Trust’s Standard of Care as defined in the Custodian Services Agreement between the Fund and PFPC Trust dated as of             , 2010 (“Custody Agreement”), and the Fund confirms that PFPC Trust is entitled to sign documents on the Fund’s behalf which shall be treated for all purposes as if they have been signed in the Fund’s own name.

The Fund confirms that the Attorney(s)-in-fact may rely on any information supplied to it/them by the Fund (or other persons on the Fund’s behalf) in relation to the performance of its/their duties and powers hereunder. The Fund warrants that the information supplied to the Attorney(s)-in-fact is complete, accurate and not misleading in any respect and undertake to inform the Attorney(s)-in-fact immediately of any changes that would render the information supplied inaccurate, incomplete or misleading.

The Fund confirms that the Attorney(s)-in-fact and, its/their officers, directors, agents and employees, shall be indemnified, defended and held harmless for any actions or omissions to act in any way relating to or arising out of this Power of Attorney in accordance with Section 11 of the Agreement, and that any limitations on liability or damages as provided under Section 10 of the Agreement shall apply with respect to any action or omission to act in any way relating to or arising out of this Power of Attorney.

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The Fund declares that this Power of Attorney shall be irrevocable for the period that PFPC Trust is the custodian of the Fund, unless the Fund and PFPC Trust agree in writing that PFPC Trust shall not perform the duties in the Custodian Agreement. The Fund further declares that the Attorney(s)-in-fact shall not be liable for acting in a way as if this Power of Attorney were still valid, unless the Fund has delivered express notice of its termination to the Attorney(s)-in-fact.

The Fund confirms that this Power of Attorney may be shown to any governmental authority with jurisdiction over the Fund, the Attorney(s)-in-fact, or other relevant persons, if reasonably necessary to demonstrate the Attorney(s)-in-fact’s authority pursuant hereto. The Fund also confirms that it shall not, nor shall any other person on its behalf, initiate, conduct, negotiate or arrange any of the matters or things which the Attorney(s)-in-fact are hereby empowered to do or perform (or attempt to do the same) without prior notice to the Attorney(s)-in-fact.

The Fund warrants that this Power of Attorney is valid and binding upon it and its successors and assigns for all purposes and that it has the power and authority to enter into, and the Fund has taken all necessary action(s) to authorize the execution and delivery of, this Power of Attorney.

This Power of Attorney shall be governed by and construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF the Fund has caused this Power of Attorney to be duly executed this      day of             , 2010.

By:

Name:

Title:

Notary:

STATE OF	)
	) ss
County /Country of	)

On this      day of         , 2010, before me                             , a Notary Public in and for said County and State, residing therein duly commissioned and sworn, personally appeared                              personally known to me to be the                      of the [corporation] described, executed the within instrument on behalf of the [corporation] therein named, and acknowledged that such [corporation] executed the same, pursuant to its bylaws or a resolution of its [board of directors].

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year in this Certificate first above written

Notary Public in and for such County and State or Country

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EX-99.(K)(II)

EX99-2(k)(ii)

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SUB-ADMINISTRATION AGREEMENT

THIS SUB-ADMINISTRATION AGREEMENT is made as of May 31, 2010 by and between PNC CAPITAL ADVISORS, LLC, a Delaware limited liability company (the “Administrator” or “PNC”) and PNC GLOBAL INVESTMENT SERVICING (U.S.) INC., a Massachusetts corporation (the “Sub-Administrator”). Capitalized terms not otherwise defined shall have the meanings set forth in Appendix B.

BACKGROUND

WHEREAS, the Administrator has entered into Administration Agreements (the “Administration Agreements”) with each of the limited liability companies registered under the 1940 Act and unregistered fund(s) listed on Appendix A attached hereto, as such Appendix A may be amended from time to time as provided herein (each, a “Fund” and collectively the “Funds”); and the Administrator wishes to retain the Sub-Administrator to assist it in providing administration, accounting, regulatory administration and investor services to the Funds as provided for herein, and the Sub-Administrator wishes to furnish such services. The Sub-Administrator shall be deemed to be an independent contractor for all purposes herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Appointment. The Administrator hereby retains the Sub-Administrator to furnish the Funds with administration, accounting, regulatory administration and investor services in accordance with the terms set forth in this Agreement. The Sub-Administrator accepts such appointment and agrees to furnish such services. In performing its duties under this Agreement, the Sub-Administrator will act in all material respects in accordance with each Fund’s Organizational Documents and Registration Statement, as each may be amended (provided copies are delivered to the Sub-Administrator). The Sub-Administrator shall be under no duty to take any action hereunder on behalf of the Administrator or the Funds except as specifically set forth herein or as may be specifically agreed to by the Sub-Administrator and the Administrator in a written amendment hereto. The Sub-Administrator shall furnish at its own expense the necessary office space, equipment, supplies, facilities, personnel and personnel compensation (including facilities for Members’ meetings) necessary to perform its obligations under this Agreement. The Sub-Administrator shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by the Administrator or the Funds or by any other third party service provider to the Administrator or the Funds. The parties acknowledge that this Agreement is non-exclusive; the Sub-Administrator is free to render such services to others and to have other business and interests and the Administrator is free to obtain services from others and has no obligation to purchase a minimum amount of services.

2. Representations and Warranties.

(a) Mutual Representations and Warranties. Each party represents and warrants to the other party that:

(i) it is duly organized and validly existing under the laws of the jurisdiction of its organization and is in good standing;

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(ii) it is duly authorized and empowered to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and when executed this Agreement will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with its terms;

(iii) to the extent applicable, it will maintain in full force and effect all registrations, licenses or permits of any governmental entity or other regulatory authority that may be required in connection with its activities under this Agreement;

(iv) it is under no regulatory restriction that would materially affect its ability to carry out its obligations under this Agreement; and

(v) it will comply with all applicable laws, rules and regulations to which it may be subject (for the avoidance of doubt, neither party shall be responsible for such compliance by the other party, the Funds or any other entity).

(b) Administrator Representations and Warranties. The Administrator represents and warrants to the Sub-Administrator that:

(i) it is duly and properly authorized by each Fund to (A) provide Oral and Written Instructions as provided herein with respect to, or on behalf of, such Fund and (B) delegate to the Sub-Administrator the Fund services as set forth herein; and

(ii) this Agreement, the fees and expenses associated with this Agreement and any benefits accruing to the Administrator or to the adviser or sponsor to the Funds in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by the Sub-Administrator to the Administrator, adviser or sponsor or any affiliate of the Funds relating to this Agreement, have been fully disclosed to the Governing Board of each Fund and that, if required by applicable law, such Governing Board has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits.

(c) Sub-Administrator Representations and Warranties. The Sub-Administrator represents and warrants to the Administrator that it shall perform the Services in a professional manner and it will perform the Services in accordance with the standards related to such Services as set forth herein.

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3. Instructions.

(a) Unless otherwise provided in this Agreement, the Sub-Administrator shall act only upon Oral Instructions or Written Instructions.

(b) The Sub-Administrator shall be entitled to reasonably rely upon any Oral Instruction or Written Instruction it receives from an Authorized Person (or from a person reasonably believed by the Sub-Administrator to be an Authorized Person) pursuant to this Agreement. The Sub-Administrator may reasonably assume that any Oral Instruction or Written Instruction received hereunder is not in any way inconsistent with the provisions of Organizational Documents or this Agreement or of any vote, resolution or proceeding of the Administrator’s Governing Board or of the Fund’s Members, as the case may be, unless and until the Sub-Administrator receives Written Instructions to the contrary.

(c) The Administrator agrees to forward to the Sub-Administrator Written Instructions confirming Oral Instructions so that the Sub-Administrator receives the Written Instructions as promptly as practicable and in any event by the close of business on the day after such Oral Instructions are received. The fact that such confirming Written Instructions are not received by the Sub-Administrator or differ from the Oral Instructions shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions or the Sub-Administrator’s ability to rely upon such Oral Instructions.

4. Right to Receive Advice.

(a) Advice of the Administrator. If the Sub-Administrator is in doubt as to any action it should or should not take, the Sub-Administrator may request directions or advice, including Oral Instructions or Written Instructions, from the Administrator or a Fund.

(b) No Obligation to Seek Advice. Nothing in this section shall be construed so as to impose an obligation upon the Sub-Administrator (i) to seek such directions or advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions or advice or Oral Instructions or Written Instructions (unless, pursuant to the other provisions of this Agreement, the same is a condition of the Sub-Administrator properly taking or not taking a particular action).

5. Records; Visits.

(a) The books and records pertaining to the Administrator or the Funds which are in the possession or under the control of the Sub-Administrator shall be the property of the Administrator or the Funds, as applicable. The Administrator, the Funds and Authorized Persons shall have access to such books and records at all times during the Sub-Administrator’s normal business hours. Upon the reasonable request of the Administrator or the Funds, copies of any such books and records shall be provided by the Sub-Administrator to the Administrator, the Funds or to an Authorized Person, at the reasonable expense of the Funds. Any such books or records may be maintained in the form of electronic media and stored on any magnetic disk or tape or similar recording method.

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(b) The Sub-Administrator shall keep the following records for the periods prescribed by Rules 31a-1 and 31a-2 under the 1940 Act:

(i) All books and records with respect to each Fund’s books of account;

(ii) Records of each Funds’ securities transactions; and

(iii) All other books and records required to be maintained by Rule 31a-1 under the 1940 Act but only to the extent that such books and records necessarily and specifically relate to the services required to be performed by the Sub-Administrator under this Agreement.

(c) The Sub-Administrator may house these records in a third party storage facility reasonably acceptable to Administrator.

(d) Upon demand of the Administrator or the Funds, the Sub-Administrator shall promptly turn over to the Administrator or the Funds, at the Administrator’s or the Funds’ reasonable expense, such books and records maintained by the Sub-Administrator pursuant to this Section 5 which are no longer needed by it in the performance of its services, provided that the Sub-Administrator shall be entitled to retain copies of such books and records only to the extent required or permitted by law or for customary archival or auditing purposes, subject to Sub-Administrator’s confidentiality obligations hereunder.

(e) Upon request, the Sub-Administrator shall provide the Administrator with a copy of the “Report on Controls Placed in Operation and Tests of Operating Effectiveness” on controls placed in operation and on tests of the operating effectiveness of its systems with respect to Fund Accounting and Administration Operations (“SAS 70 Audit”) along with any future updates when issued, within fifteen (15) days from the time the report is generally available for distribution to the Sub-Administrator’s clients. If any audit or report results in a conclusion that Sub-Administrator is not in compliance with any law, audit or regulatory requirement or other requirement set forth in this Agreement, or results in the identification of any control deficiency or other error or deficiency that could reasonably be expected to have an adverse impact on the services, then Sub-Administrator will promptly take appropriate measures to address the noncompliance, error or deficiency and Sub-Administrator shall permit a Fund’s chief compliance officer to access and audit Sub-Administrator’s facilities, but only to the extent necessary to review for Rule 38a-1 compliance. For the avoidance of doubt, such SAS 70 Audit is the Sub-Administrator’s “Confidential Information” as defined below.

6. Confidentiality.

(a) Each party shall keep confidential any information, whether oral or written or via computer disk or electronic media, relating to the other party’s business or the business of the Funds (“Confidential Information”) and shall not use any Confidential Information of the disclosing party except as necessary to perform or receive the services, as applicable. Confidential Information shall include:

(i) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, sales estimates, business plans, information about or from a party’s vendors, and internal performance results relating to the past, present or future business activities of the Administrator, the Funds or the Sub-Administrator, their respective subsidiaries and affiliated companies;

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(ii) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Administrator, the Funds or the Sub-Administrator a competitive advantage over its competitors;

(iii) all confidential or proprietary concepts, documentation, reports, data, specifications, technology, processes, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and

(iv) anything designated as confidential.

(b) Except with respect to non-public personal information of investors, which shall be protected in all circumstances, information shall not be deemed to be Confidential Information and shall not be subject to such confidentiality obligations if it:

(i) is already known to the receiving party at the time it is obtained without any obligation to keep it confidential as evidenced by tangible records kept by the receiving party in the ordinary course of business;

(ii) is or becomes publicly known or available through no wrongful act of the receiving party;

(iii) is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality;

(iv) is released by the protected party to a third party without restriction;

(v) is Fund information provided by the Sub-Administrator in connection with an independent third party compliance or other review;

(vi) is necessary for the Sub-Administrator to release such information in connection with the provision of services under this Agreement; or

(vii) has been or is independently developed or obtained by the receiving party without reference to the disclosing party’s confidential information.

(c) Each party shall have appropriate policies and procedures to (i) ensure the security and confidentiality of the Confidential Information, (ii) protect against any anticipated threats or hazards to the security or integrity of such Confidential Information, (iii) protect against unauthorized access to or use of such Confidential Information that could result in harm

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or inconvenience to the disclosing party or its customers and (iv) ensure the proper disposal of such Confidential Information as may be required by applicable law. In the event that a party permits any of its personnel to store non-public personal information of investors on a portable device, such non-public personal information of investors must be encrypted in a commercially reasonable manner. Each party shall promptly notify the other party should there be any unauthorized disclosure of the Confidential Information of the other party or should there be any unauthorized access to any computer network or system containing the Confidential Information of the other party and this obligation shall survive termination of the Agreement.

(d) Each party agrees that any breach or threatened breach by it of the provisions of this Section 6 shall cause immediate and irreparable injury to the other party for which there exists no adequate remedy at law, and accordingly each party hereby grants to the other party the right to appear at any time in any court of law and to obtain an order enjoining and/or restraining it from breaching the terms of this Section 6.

(e) A receiving party may disclose Confidential Information pursuant to a requirement or request of a governmental agency or pursuant to a court or administrative subpoena, order or other such legal process or requirement of law, or in defense of any claims or causes of action asserted against it; provided, however, that it shall (a) first notify the disclosing party of such request or requirement or use in defense of a claim, unless such notice is prohibited by statute, rule or court order, (b) attempt to obtain the disclosing party’s consent to such disclosure, and (c) in the event consent is not given, agree to permit a motion to quash, or other similar procedural step, to frustrate the production or publication of information. Nothing herein shall require a party to fail to honor a subpoena, court or administrative order, or any similar binding requirement on a timely basis.

(f) Upon request, each party shall promptly return or destroy, at the disclosing party’s sole option and expense, the other party’s Confidential Information, provided that the party that has received Confidential Information shall be entitled to retain copies of such Confidential Information as required or permitted by law or for customary archival or auditing purposes, subject to the receiving party’s confidentiality obligations hereunder.

(g) Except with respect to non-public personal information of investors and trade secrets, the provisions of this Section 6 shall survive termination of this Agreement for a period of three (3) years after such termination.

(h) Under no circumstances will either party’s Confidential Information (whether stored electronically or in hard copy format) be directly or indirectly transmitted to or accessed from any location that is not subject to the laws and jurisdiction of the United States of America without the prior written consent of the other party. Neither the Sub-Administrator nor any agent, subcontractor or vendor of the Sub-Administrator shall directly or indirectly access the Administrator’s software, networks or systems from any location that is not subject to the laws and jurisdiction of the United States of America without the prior written consent of the Administrator.

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7. Privacy. Each party hereto acknowledges and agrees that, subject to the reuse and re-disclosure provisions of Regulation S-P, 17 CFR Part 248.11, it shall not disclose the non-public personal information of investors in any Fund obtained under this Agreement, except as necessary to carry out the services set forth in this Agreement or as otherwise permitted by law or regulation.

8. Liaison with Accountants. Upon request of the Administrator or a Fund, the Sub-Administrator shall act as liaison with the Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules with respect to such Fund(s). The Sub-Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Administrator or the Fund(s).

9. Systems. The Sub-Administrator shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights utilized by the Sub-Administrator in connection with the services provided by the Sub-Administrator to the Administrator and the Funds.

10. Disaster Recovery. The Sub-Administrator shall maintain during the term of this Agreement a reasonable business continuity and disaster recovery plan (“Plan”) that will enable Sub-Administrator to perform its obligations hereunder and that requires the Sub-Administrator to maintain (and to be able to readily access) back-up files of the Funds’ data and records that the Sub-Administrator is required to maintain pursuant to this Agreement at a location other than the site at which the Sub-Administrator maintains the primary copies of such data and records. The Plan shall require the Sub-Administrator to enter into and maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of communication and electronic data processing equipment, and the Plan shall address personnel requirements. The Sub-Administrator shall comply with such Plan and shall test such Plan annually. The Sub-Administrator will, upon written request, provide the Administrator a summary of the Plan. In the event of equipment failures, the Sub-Administrator shall, at no additional expense to the Administrator or the Funds, take reasonable steps to minimize service interruptions. The Sub-Administrator shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by the Sub-Administrator’s own breach of its Standard of Care (defined in Section 12 below) in performing its duties or obligations under this Agreement.

11. Compensation. As compensation for services set forth herein that are rendered by the Sub-Administrator during the term of this Agreement, the Administrator will pay to the Sub-Administrator a fee or fees as may be agreed to in writing by the Administrator and the Sub-Administrator.

12. Standard of Care/Limitations of Liability.

(a) The Sub-Administrator shall exercise due care and diligence to ensure the accuracy of all services performed under this Agreement. Subject to the terms of this Section 12, the Sub-Administrator shall be liable to the Administrator and the Funds (or any person or entity claiming through the Administrator or the Funds) for damages only to the extent caused by the Sub-Administrator’s own intentional misconduct, bad faith or negligence with respect to its duties under this Agreement (“Standard of Care”).

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(b) If and to the extent that a party’s performance of any of its obligations under this Agreement is prevented, hindered or delayed by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or any other similar cause beyond the reasonable control of such party (each, a “Force Majeure Event”), and such nonperformance, hindrance or delay could not have been prevented by reasonable precaution, then the nonperformance, hindered or delayed party will be excused for such nonperformance, hindrance or delay, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and such party continues to use reasonable efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means. The party whose performance is prevented, hindered or delayed by a Force Majeure Event will immediately notify the other party of the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event. The occurrence of a Force Majeure Event does not excuse, limit or otherwise affect Sub-Administrator’s obligation to institute recovery and backup plans.

(c) The Sub-Administrator shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice and instrument or other information which the Sub-Administrator reasonably believes to be genuine. The Sub-Administrator shall not be liable for any damages that are caused by actions or omissions taken by the Sub-Administrator in accordance with Oral Instructions or Written Instructions provided pursuant to Section 3 of this Agreement or the reasonable advice of counsel. The Sub-Administrator shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Administrator or for any failure to discover any such error or omission.

(d) Neither party nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by such party or its affiliates.

(e) Each party shall have a duty to mitigate damages for which the other party may become responsible.

(f) This Section 12 shall survive termination of this Agreement.

13. Indemnification.

(a) Absent the Sub-Administrator’s failure to meet its Standard of Care (defined in Section 12 above), the Administrator agrees to indemnify, defend and hold harmless the Sub-Administrator and its affiliates and their respective directors, trustees, officers, agents and employees (“Sub-Administrator Indemnified Party”) from all claims, suits, actions, damages, losses, liabilities, obligations, costs and reasonable expenses (including attorneys’ fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolution) arising directly or indirectly from: (a) any action or omission to act by any prior service provider of the

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Administrator; and (b) any action taken or omitted to be taken by the Sub-Administrator in connection with the provision of services to the Administrator. Notwithstanding any clause set forth herein, in no event shall a Sub-Administrator Indemnified Party be entitled to indemnification hereunder from any damages, losses, liabilities, obligations, costs or expenses to the extent caused by a Sub-Administrator Indemnified Party’s own intentional misconduct, bad faith or negligence.

(b) The Sub-Administrator agrees to indemnify, defend and hold harmless the Administrator and its trustees, officers and employees (“Administrator Indemnified Party”) from those claims, suits, actions, damages, losses, liabilities, obligations, costs and reasonable expenses (including reasonable attorneys’ fees and court costs, reasonable travel costs and other reasonable out-of-pocket costs related to dispute resolution) arising directly or indirectly from: (i) the Sub-Administrator’s breach of the Standard of Care (defined in Section 12 above with respect to the Sub-Administrator’s duties under this Agreement provided that the Sub-Administrator’s indemnification, defense and hold harmless obligations shall extend only to that portion of any such claim, suit, action, damage, loss, liability, obligation, cost or reasonable expense that is shown to be caused by the Sub-Administrator’s breach of the Standard of Care with respect to the Sub-Administrator’s duties under this Agreement, and in no event shall an Administrator Indemnified Party be entitled to indemnification under this subclause (b)(i) from any damages, losses, liabilities, obligations, costs or expenses to the extent caused by an Administrator Indemnified Party’s own intentional misconduct, bad faith or negligence or (ii) an allegation that the services or the use thereof infringes any patent, copyright or trademark or misappropriates any trade secret. An Administrator Indemnified Party may, in its own discretion, participate in the defense of any claim, suit or action including using counsel of its own choosing; such participation shall not relieve Sub-Administrator of any of its obligations under this Agreement.

(c) An indemnifying party’s indemnification obligations hereunder are contingent upon: (i) the indemnified party providing the indemnifying party with prompt written notice of any such claim, action or suit; (ii) the indemnifying party having sole control of the defense and settlement of any such claim, action or suit (provided that in no event shall the indemnifying party enter into any settlement or compromise that imposes an injunction or other equitable or legal relief upon the indemnified party or that requires an admission of the indemnified party’s liability); and (iii) the indemnified party providing the indemnifying party (at the indemnifying party’s expense) with reasonable cooperation in the defense and settlement of any such claim, action or suit. This Section 13 shall survive any and every termination of this Agreement.

14. Description of Accounting Services on a Continuous Basis. The Sub-Administrator will perform the following accounting services if required by the Administrator with respect to each Fund:

(i) Journalize investment, capital and income and expense activities;

(ii) Record investment buy/sell trade tickets when received from the Adviser;

(iii) Receive investment activity for underlying investment funds (“UIFs”) from the Adviser in written form and facilitate notification and wire movement process with the Fund’s custodian to such UIFs;

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(iv) Maintain individual ledgers for non-UIF investment securities, if applicable;

(v) Maintain historical tax lots for each non-UIF security, if applicable;

(vi) Record and reconcile corporate action activity and all other capital changes;

(vii) Reconcile cash and investment balances with the Fund’s custodian;

(viii) Calculate contractual expenses, including management fees and incentive fees, as applicable, in accordance with the Fund’s Registration Statement and Organizational Documents, as applicable, and reallocate corresponding amounts from the applicable Members’ capital accounts to the Manager’s capital account (if applicable); and

(ix) Post to and prepare the Statement of Assets and Liabilities and the Statement of Operations in U.S. dollar terms;

(x) Monitor the expense accruals and notify the Administrator or an officer of the Fund of any proposed adjustments;

(xi) Control all disbursements and authorize such disbursements upon receipt of Written Instructions;

(xii) Calculate capital gains and losses;

(xiii) Determine net income;

(xiv) Determine applicable foreign exchange gains and losses on payables and receivables, if applicable;

(xv) Obtain security market quotes and currency exchange rates from independent pricing sources approved by the Governing Board, or in the case of UIFs, obtain such valuations from the Adviser, and in either case calculate the market value of the Fund’s investments in accordance with the Fund’s valuation policies or guidelines; provided, however, that the Sub-Administrator shall not under any circumstances be under a duty to independently price or value any of the Fund’s investments itself or to confirm or validate any information or valuation provided by the Adviser, nor shall the Sub-Administrator have any liability relating to inaccuracies or otherwise with respect to such information or valuations;

(xvi) Transmit or make available a copy of the portfolio valuation package to the Adviser as agreed upon between the parties;

(xvii) Arrange for the computation of the net asset value in accordance with the provisions of the Funds’ Registration Statement and Organizational Documents;

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(xviii) Allocate income, expenses, gains and losses to individual Members’ capital accounts in accordance with the Fund’s Registration Statement and Organizational Documents; and

(xix) Compute total return, as appropriate.

15. Description of Administration Services on a Continuous Basis. The Sub-Administrator will perform the following administration services if required by the Administrator with respect to each Fund:

(i) Supply various normal and customary Fund statistical data as requested on an ongoing basis;

(ii) Prepare the Fund’s annual and semi-annual shareholder reports;

(iii) Prepare and file (or coordinate the filing of) semi-annual reports on Form N-SAR for each Fund that is registered under the 1940 Act;

(iv) Assist in the preparation of financial information for amendments to the Fund’s Registration Statement and other filings relating to the registration of Interests for each Fund that is registered under the 1940 Act;

(v) Prepare monthly expense budgets in accordance with Fund management specifications;

(vi) Provide sub-certifications with respect to information provided by and work performed by PNC in connection with the Fund’s Form N-CSR and Form N-Q filings;

(vii) Provide compliance support services to the Fund as follows:

a. Provide back-end, quantitative compliance testing as mutually agreed by the parties from time to time;

b. Research and report compliance exceptions to such person as the Administrator directs; and

c. Collect and report to the Administrator and the Governing Board on a quarterly basis information related to transactions reportable under the 1940 Act and the Fund’s procedures.

(viii) Provide the Fund accounting and financial reports in connection with quarterly meetings of the Governing Board as are required or as the Governing Board may reasonably request; and

(ix) Perform such additional administrative duties relating to the administration of the Fund upon terms and conditions and for such fees as may subsequently be agreed upon in writing between the parties.

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16. Regulatory Administration Services by Sub-Administrator on a Continuous Basis. The Sub-Administrator will perform the following regulatory administration services functions as required by the Administrator and applicable with respect to each Fund that is registered under the 1940 Act:

(i) Prepare an annual post-effective amendment to the Fund’s Registration Statement, as needed, subject to review and approval by the Fund’s counsel, and coordinate with the Fund’s financial printer to make such filings with the SEC;

(ii) Coordinate the filing of the Fund’s fidelity bond with the SEC;

(iii) Draft and coordinate the filing of Forms N-CSR, N-Q (including schedule of investments and related disclosures) and N-PX (with voting records provided to PNC in the format requested by PNC);

(iv) Provide to the Fund PNC’s compliance policies and procedures related to the services provided to the Fund by PNC (and, if mutually agreed, provide to the Fund compliance policies and procedures of certain PNC affiliates related to the services provided to the Fund by such entities), summary procedures thereof and periodic certification letters with respect thereto;

(v) Draft notices, agendas (with final selection of agenda items being made by the Fund’s counsel) and resolutions for quarterly Board meetings and up to two special Board meetings, subject to review and approval by the Fund’s counsel;

(vi) Coordinate the preparation, assembly and mailing of Board materials for quarterly Governing Board meetings and up to two special Board meetings (other than organizational meetings for new investment portfolios);

(vii) Attend quarterly Board and up to two special Board meetings (and make presentations at such meetings as appropriate) and draft minutes of such meetings (but only if requested by the Fund to do so, and subject to review and approval by the Fund’s counsel);

(viii) Assist in monitoring regulatory developments which may affect the Fund and administratively assist the Fund in the handling of SEC examinations; and

(ix) Assist in the preparation and filing of Schedule TO and amendments thereto.

All regulatory services are subject to the review and approval of Fund’s counsel.

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17. Description of Investor Services on a Continuous Basis. The Sub-Administrator will perform the following services if required by the Administrator with respect to each Fund:

(i) Maintain the register of Members or Shareholders of the Fund, as the case may be, and enter on such register all issues, transfers and repurchases of Interests in the Fund;

(ii) Receive, process and maintain investor subscriptions for purchase of Interests to confirm such subscriptions are received in good order. For the avoidance of doubt, the Sub-Administrator’s processing of any investor subscription documents for “good order” shall be limited to reviewing such documents for completion only; nothing in this Agreement shall be construed as imposing upon the Sub-Administrator an obligation to conduct a substantive review of any investor subscription documents on behalf of the Administrator or a Fund for compliance with the Securities Laws (including, without limitation, Regulation D under the 1933 Act) or other applicable laws and regulations, or to confirm the accuracy of representations made in any subscription documents by an investor. As between the Sub-Administrator and the Administrator, the Administrator shall be responsible for final approval of investors into a Fund;

(iii) Coordinate the printing and mailing of periodic tender offers, track responses and tabulate offer results;

(iii) Prepare and mail annually to Members, as applicable, any required Form K-1 in accordance with applicable tax regulations;

(iv) Provide statements of account and other notices as needed to Members as agreed upon in writing; and

(v) Prepare and mail monthly capital statements to Members and related interested parties.

18. AML, CIP and Related Services. If required by the Administrator, with respect to each Fund domiciled within the United States (hereafter, the “Domestic Funds”), the Sub-Administrator will provide the following services:

(a) Anti-Money Laundering (“AML”) Services. The Sub-Administrator shall perform reasonable actions necessary to help each Domestic Fund be in voluntarily compliance with Section 352 of the USA PATRIOT Act. Specifically, the Sub-Administrator shall:

(i) establish and implement written internal policies, procedures and controls reasonably designed to help prevent a Domestic Fund from being used to launder money or finance terrorist activities;

(ii) provide for independent testing, by an employee who is not responsible for the operation of the Sub-Administrator’s AML program or by an outside party, for compliance with the Sub-Administrator’s established AML policies and procedures;

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(iii) designate a person or persons responsible for implementing and monitoring the operation and internal controls of the Sub-Administrator’s AML program; and

(iv) provide ongoing training of the Sub-Administrator personnel relating to the prevention of money-laundering activities.

Upon the reasonable request of the Administrator or a Domestic Fund, the Sub-Administrator shall provide to the Administrator or the Domestic Fund, as applicable:

(i) a copy of the Sub-Administrator’s written AML policies and procedures (it being understood such information is to be considered confidential and treated as such and afforded all protections provided to confidential information under this Agreement); and

(ii) a summary of the AML training provided for appropriate personnel. The Sub-Administrator agrees to permit inspections relating to its AML program by governmental departments or regulatory agencies with appropriate jurisdiction and to make available to examiners such information and records relating to its AML program as such examiners shall reasonably request.

(b) Customer Identification Program (“CIP”) Services. To help each Domestic Fund comply with its Customer Identification Program (which each Domestic Fund has undertaken to implement under regulations issued under Section 326 of the USA PATRIOT Act), the Sub-Administrator will do the following:

(i) Implement procedures under which new accounts in the Domestic Fund are not established unless the Sub-Administrator has obtained the name, date of birth (for natural persons only), address and government-issued identification number (collectively, the “Data Elements”) for each corresponding Customer (“Customer”) (as defined in 31 CFR 103.131);

(ii) Use collected Data Elements to attempt to reasonably verify the identity of each new Customer promptly before or after each corresponding new account is opened. Methods of verification may consist of non-documentary methods (for which the Sub-Administrator may use unaffiliated information vendors to assist with such verifications) and documentary methods (as permitted by 31 CFR 103.131), and may include procedures under which the Sub-Administrator personnel perform enhanced due diligence to verify the identities of Customers the identities of whom were not successfully verified through the first-level (which will typically be reliance on results obtained from an information vendor) verification process(es);

(iii) Record the Data Elements and maintain records relating to verification of new Customers consistent with 31 CFR 103.131(b)(3); and

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(iv) Regularly report to the Domestic Fund about measures taken under (i)-(iii) above.

Notwithstanding anything to the contrary, and without expanding the scope of the express language in this Section, the Sub-Administrator need not collect the Data Elements for (or verify) prospective customers (or accounts) beyond the requirements of relevant customer identification program regulations, and the Sub-Administrator need not perform any task that need not be performed for the Domestic Fund to be in compliance with relevant customer identification program regulations if the Domestic Fund was subject to mandatory rather than voluntary compliance with such regulations.

The Sub-Administrator agrees to permit inspections relating to its AML program by U.S. Federal departments or regulatory agencies with appropriate jurisdiction and to make available to examiners from such departments or regulatory agencies such information and records relating to its AML program as such examiners shall reasonably request.

(c) OFAC. As part of its own regulatory responsibilities, the Sub-Administrator will check account registration information of investors in a Domestic Fund (as reflected in the Domestic Fund’s register) against:

(i) the Office of Foreign Asset Control (“OFAC”) List of Specially Designated Nationals and other economic sanctions lists administered by OFAC, and

(ii) the list of Blocked Countries administered by OFAC;

(iii) or any other economic sanctions programs administered by OFAC.

If the Sub-Administrator confirms the authenticity of any resulting match against the lists and programs in (i-iii) above, it will promptly contact OFAC, notify the relevant Domestic Fund and will assist the Domestic Fund in taking appropriate steps to block any transaction or attempted transaction involving the investor involved.

(d) Referral of Suspicious Activity. Unless prohibited by applicable law, the Sub-Administrator agrees that it will refer suspicious activity to the Domestic Fund to assist the Domestic Fund with any suspicious activity reporting obligations that it may have under applicable law.

(e) Information Available Upon Request. The Sub-Administrator shall take all reasonable action in the performance of its duties under this Agreement to make any information reasonably requested by a Domestic Fund available to the Domestic Fund, its Authorized Persons and/or any duly authorized representatives of the Domestic Fund (as designated in writing by the Fund to the Sub-Administrator) at the expense of the Fund (it being understood that such information is to be considered confidential and treated as such and afforded all protections provided to Confidential Information under this Agreement).

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(f) Assistance to the Sub-Administrator. In connection with services provided by the Sub-Administrator to the Administrator and the Domestic Funds under this Section, the Administrator will provide, or reasonably cooperate and assist the Sub-Administrator in obtaining, such information and documentation as the Sub-Administrator may reasonably request (it being understood that such information is to be considered confidential and treated as such and afforded all protections provided to Confidential Information under this Agreement).

(g) Scope of Duties. The Administrator acknowledges and agrees that in accepting the delegation hereunder, the Sub-Administrator is agreeing to perform only those duties that have been expressly delegated in this Section, as may be amended from time to time by the parties, and that neither the Sub-Administrator nor any of its employees, officers or directors, is undertaking or shall be responsible or liable for any other aspect of any Fund’s AML program or for the overall compliance by any Domestic Fund with the USA PATRIOT Act, or for the overall compliance by any Fund organized outside the United States with any the anti-money laundering laws and regulations of any jurisdiction in which such Fund operates) or for any other matters that have not been expressly delegated hereunder. For clarification, notwithstanding anything in this Agreement to the contrary, each Fund shall be responsible for appointing its own AML Reporting Officer (if such appointment is required or voluntarily undertaken by a Fund).

19. Duration and Termination. This Agreement shall continue until terminated by: (a) the Administrator on ninety (90) days’ prior written notice to the Sub-Administrator or (b) the Sub-Administrator on one hundred twenty (120) days’ prior written notice to the Administrator. If a party hereto is guilty of a material failure to perform its duties and obligations hereunder (a “Defaulting Party”) the other party (the “Non-Defaulting Party”) may give written notice thereof to the Defaulting Party, and if such material failure to perform shall not have been remedied within thirty (30) days after such written notice is given of such material failure to perform, then the Non-Defaulting Party may terminate this Agreement by giving thirty (30) days written notice of such termination to the Defaulting Party. In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party. In the event the Administrator gives notice of termination, all commercially reasonable direct costs and expenses associated with movement (or duplication) of records and materials and conversion thereof to a successor service provider (or each successive service provider, if there are more than one), and all reasonable trailing expenses incurred by the Sub-Administrator, will be paid by the Administrator, provided that Sub-Administrator provides adequate documentation for the requested reimbursement of such expenses.

20. Notices. All notices and other communications, including Written Instructions but excluding Oral Instructions, shall be in writing or by confirming telegram, cable, telex or facsimile sending device. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given seven days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered. Notices shall be addressed (a) if to the Sub-Administrator, at 301 Bellevue Parkway, Wilmington, DE 19809, attn: President (or such other address as the Sub-Administrator may inform the Administrator in writing); (b) if to the Administrator or the Funds, at Two Hopkins Plaza, 4^th Floor, Baltimore, MD 21201 Attn: Jennifer Spratley or (c) if to neither of the foregoing, at such other address as shall have been provided by like notice to the sender of any such notice or other communication by the other party.

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21. Amendments. This Agreement, or any term thereof, may be changed or waived only by written amendment, signed by the party against whom enforcement of such change or waiver is sought.

22. Assignment. Neither party may assign or transfer its rights or its duties under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that Administrator may assign its rights and obligations under this Agreement without obtaining Sub-Administrator’s prior written consent in the event of an assignment: (a) to an entity that acquires all or substantially all of the assets of Administrator or (b) to a successor to Administrator by merger, consolidation or operation of law.

23. Facsimile Signatures; Counterparts. This Agreement may be executed in one more counterparts; such execution of counterparts may occur by manual signature, facsimile signature, manual signature transmitted by means of facsimile transmission or manual signature contained in an imaged document attached to an email transmission; and each such counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed copies of this Agreement or of executed signature pages to this Agreement by facsimile transmission or as an imaged document attached to an email transmission shall constitute effective execution and delivery hereof and may be used for all purposes in lieu of a manually executed copy of this Agreement.

24. Further Actions. Each party agrees to perform such further acts and execute such further documents as are reasonably necessary to effectuate the purposes hereof.

25. Miscellaneous.

(a) Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated duties. Notwithstanding any provision hereof, the services of the Sub-Administrator are not, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of the Administrator or any other person. Neither this Agreement nor the provision of services under this Agreement establishes or is intended to establish an attorney-client relationship between the Administrator and the Sub-Administrator or the Funds.

(b) No Changes that Materially Affect Obligations. Notwithstanding anything in this Agreement to the contrary, each Fund agrees not to make any modifications to its Registration Statement or Organizational Documents or adopt any policies which would affect materially the obligations or responsibilities of the Sub-Administrator hereunder without the prior written approval of the Sub-Administrator, which approval shall not be unreasonably withheld or delayed. The scope of services to be provided by the Sub-Administrator under this Agreement shall not be increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the Administrator or the Funds, unless the parties hereto expressly agree in writing to any such increase.

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(c) Captions. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

(d) Information. The Administrator will provide such information and documentation as the Sub-Administrator may reasonably request in connection with services provided by the Sub-Administrator to the Administrator, including without limitation copies of its organizational documents and offering documents, and any supplements, updates or amendments thereto.

(e) Governing Law. This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law without regard to principles of conflict of law.

(f) Partial Invalidity. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

(g) Parties in Interest. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as may be explicitly stated in this Agreement, (i) this Agreement is not for the benefit of any other person or entity and (ii) there shall be no third party beneficiaries hereof.

(h) No Representations or Warranties. Except as expressly provided in this Agreement, the Sub-Administrator and Administrator hereby disclaim all representations and warranties, express or implied, made to the other or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. The Sub-Administrator and Administrator disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

(i) Customer Identification Program Notice. To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003. Certain of the Sub-Administrator’s affiliates are financial institutions, and the Sub-Administrator may, as a matter of policy, request (or may have already requested) the name, address and taxpayer identification number or other government-issued identification number of the Administrator and/or the Funds, and, if such party is a natural person, that party’s date of birth. The Sub-Administrator may also ask (and may have already asked) for additional identifying information, and the Sub-Administrator may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements.

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(j) Delegation; Sub-Contracting. Sub-Administrator may delegate or subcontract performance of certain of its obligations hereunder to a third party provided that: (i) Sub-Administrator gives the Administrator thirty (30) days prior written notice of its intent to subcontract; provided, however, that in no event shall Sub-Administrator be required to provide Administrator thirty (30) days prior written notice of its intent to subcontract services related to financial statement preparation or print mail services; (ii) the subcontractor agrees to comply with the relevant provisions of the Securities Laws and all other applicable laws, rules and regulations; (iii) such delegation does not materially impair the Administrator’s receipt of services under this Agreement; and (iv) Sub-Administrator remains principally responsible to the Administrator for the acts or omissions of such other subcontractors and anyone employed directly or indirectly by such subcontractor(s). In the event that any such proposed subcontractor is unacceptable to Administrator in its reasonable discretion, Administrator may terminate this Agreement without penalty or further obligation on thirty (30) days prior written notice. Sub-Administrator shall require any subcontractor to maintain adequate and appropriate insurance coverage. Moreover, Sub-Administrator shall not use off-shore resources to perform any or all of Sub-Administrator’s obligations hereunder without the prior written consent of Administrator. Any subcontractor used by Sub-Administrator that may have access to non-public personal information of investors shall execute a confidentiality agreement between Sub-Administrator and subcontractor that binds the subcontractor to the confidentiality obligations substantially similar to the language set forth in Section 6 above.

(k) Insurance. The Sub-Administrator agrees to maintain, directly or through a parent company, professional liability errors and omissions insurance coverage in amounts that it deems commercially reasonable and appropriate in light of the responsibilities hereunder and shall, upon reasonable request no more than twice per year, have an officer certify in writing on its behalf that such insurance remains in effect.

[Signature Page Follows]

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

PNC GLOBAL INVESTMENT SERVICING (U.S) INC.

By:

Title:

PNC CAPITAL ADVISORS, LLC

By:

Title:

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APPENDIX A

Name of Fund	Type of Fund	Type/Jurisdiction of Fund
PNC Absolute Return Master Fund LLC	Non-diversified, closed-end management investment company registered under the 1940 Act	Delaware limited liability company
PNC Absolute Return Fund LLC	Non-diversified, closed-end management investment company registered under the 1940 Act and 1933 Act	Delaware limited liability company
PNC Absolute Return TEDI Fund LLC	Non-diversified, closed-end management investment company registered under the 1940 Act and 1933 Act	Delaware limited liability company
PNC Absolute Return Cayman Fund LDC	Unregistered fund	Cayman Islands limited duration company
PNC Long-Short Master Fund LLC	Non-diversified, closed-end management investment company registered under the 1940 Act	Delaware limited liability company
PNC Long-Short Fund LLC	Non-diversified, closed-end management investment company registered under the 1940 Act and 1933 Act	Delaware limited liability company
PNC Long-Short TEDI Fund LLC	Non-diversified, closed-end management investment company registered under the 1940 Act and 1933 Act	Delaware limited liability company
PNC Long-Short Cayman Fund LDC	Unregistered fund	Cayman Islands limited duration company
PNC Alternative Strategies Master Fund LLC	Non-diversified, closed-end management investment company registered under the 1940 Act	Delaware limited liability company
PNC Alternative Strategies Fund LLC	Non-diversified, closed-end management investment company registered under the 1940 Act and 1933 Act	Delaware limited liability company
PNC Alternative Strategies TEDI Fund LLC	Non-diversified, closed-end management investment company registered under the 1940 Act and 1933 Act	Delaware limited liability company
PNC Alternative Strategies Cayman Fund LDC	Unregistered fund	Cayman Islands limited duration company

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APPENDIX B

Definitions

As used in this Agreement:

“1933 Act” means the Securities Act of 1933, as amended.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“1940 Act” means the Investment Company Act of 1940, as amended.

“Adviser” shall have the same meanings as set forth in a Fund’s limited liability company agreement (the “Limited Liability Company Agreement”) or similar applicable organizational document.

“Affiliate” means any “affiliate” (as defined in the 1940 Act) of the Sub-Administrator that provides services to the Administrator in connection with this Agreement.

“Authorized Person” means any officer of the Administrator and any other person duly authorized by the Administrator and/or the Funds in a manner reasonably acceptable to the Sub-Administrator to give Oral Instructions or Written Instructions on behalf of the Administrator and/or the Funds. An Authorized Person’s scope of authority may be limited by setting forth such limitation in a written document duly authorized by the Administrator.

“Governing Board” means, in the case of a Fund, such Fund’s Board of Managers or Board of Directors, as applicable, or, as duly authorized, a competent committee thereof.

“Interests” shall have the same meaning as set forth in a Fund’s Limited Liability Company Agreement.

“Manager” and “Members” shall have the same meanings as set forth in a Fund’s Limited Liability Company Agreement or similar applicable organizational document.

“Oral Instructions” mean oral instructions received by the Sub-Administrator from an Authorized Person or from a person reasonably believed by the Sub-Administrator to be an Authorized Person. The Sub-Administrator may, in its sole discretion in each separate instance, consider and rely upon instructions it receives from an Authorized Person via electronic mail as Oral Instructions.

“Organizational Documents” means, in the case of a Fund, the Limited Liability Company Agreement or other documents constituting the Fund.

“Registration Statement” means, with respect to a Fund, such Fund’s most recently effective registration statement as filed with the SEC.

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“SEC” means the Securities and Exchange Commission.

“Securities Laws” means the 1933 Act, the 1934 Act and the 1940 Act.

“Written Instructions” mean (i) written instructions signed by an Authorized Person (or a person reasonably believed by the Sub-Administrator to be an Authorized Person) and received by the Sub-Administrator or (ii) trade instructions transmitted (and received by the Sub-Administrator) by means of an electronic transaction reporting system access to which requires use of a password or other authorized identifier. The instructions may be delivered electronically (with respect to sub-item (ii) above) or by hand, mail, tested telegram, cable, telex or facsimile sending device.

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EX-99.(K)(III)

EX99-2(k)(iii)

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ESCROW AGREEMENT

THIS AGREEMENT is made as of May 31, 2010, by and among PNC ABSOLUTE RETURN TEDI FUND LLC, a Delaware limited liability company (the “Company”), PNC CAPITAL ADVISORS, LLC, a Maryland corporation (the “Manager”), and PNC GLOBAL INVESTMENT SERVICING (U.S.) INC., a Massachusetts corporation (“Escrow Agent” or “PNC”).

BACKGROUND

A. The Manager has retained PNC to provide certain administration, accounting and investor services in respect of the Company pursuant to a Sub-Administration Agreement between PNC and the Manager dated as of May 31, 2010 (the “Sub-Administration Agreement”).

B. The Company desires that PNC also provide services as escrow agent for the purpose of receiving payments from potential subscribing members in the Company (the “Potential Investors”) as well as holding proceeds of certain existing investors whose interests in the Company have been repurchased by the Company, and PNC wishes to provide such services.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:

1. Acceptance by Escrow Agent. The Company and the Manager hereby appoint the Escrow Agent as escrow agent hereunder on the terms and conditions hereinafter set forth. The Escrow Agent hereby accepts the appointment as escrow agent hereunder and agrees to act on the terms and conditions hereinafter set forth. The Escrow Agent shall be under no duty to take any action hereunder on behalf of the Company except as specifically set forth herein or as may be specifically agreed to by the Escrow Agent and the Company in a written amendment hereto.

2. Definitions.

(a) “Authorized Person” means (i) any officer of the Company or Manager (or any person reasonably believed by the Escrow Agent to be such officer) and (ii) any other person duly authorized by the Company or Manager in a manner reasonably acceptable to PNC to give instructions to the Escrow Agent (or any person reasonably believed by the Escrow Agent to be such a person so authorized).

(b) “Governing Board” means the Company’s board of directors, board of trustees, general partner, as applicable, or, where duly authorized, a competent committee thereof.

(c) “Written Instructions” means written instructions received by the Escrow Agent and signed by an Authorized Person. The instructions may be delivered by hand, mail or facsimile; except that any instruction terminating this Agreement may be given only by hand or mail.

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3. Rights and Responsibilities of Escrow Agent.

(a) The Escrow Agent shall act hereunder as a depositary only, and in its capacity as such, it shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any asset deposited with it.

(b) The Escrow Agent shall be entitled to reasonably rely upon and shall be without liability for and indemnified by the Company with respect to any action or omission to act which the Escrow Agent takes pursuant to Written Instructions. Unless otherwise provided in this Agreement, the Escrow Agent shall act only upon Written Instructions. The Escrow Agent shall be entitled to reasonably assume that any Written Instruction received hereunder is not in any way inconsistent with the provisions of the Company’s governing instrument or this Agreement or of any vote, resolution or proceeding of the Company’s Governing Board or members, unless and until the Escrow Agent receives Written Instructions to the contrary.

(c) Subject to the terms of this Section 3, the Escrow Agent shall be liable to the Company or the Manager (or any person or entity claiming through the Company or the Manager) for damages only to the extent caused by the Escrow Agent’s own intentional misconduct, bad faith or negligence with respect to its duties under this Agreement (“Standard of Care”).

(d) Notwithstanding anything in this Agreement to the contrary, neither the Escrow Agent nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Escrow Agent or its affiliates.

(e) The Escrow Agent shall not be liable for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; failure of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. Should such an event occur, the Escrow Agent shall follow applicable procedures and use commercially reasonable efforts to minimize any service interruptions to the Company.

(f) The Escrow Agent shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, document, instrument or other information which the Escrow Agent reasonably believes to be genuine. The Escrow Agent shall not be liable for any damages that are caused by actions or omissions taken by the Escrow Agent in accordance with Written Instructions or advice of counsel. The Escrow Agent shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Company or for any failure to discover any such error or omission.

(g) No party may assert a cause of action against the Escrow Agent or any of its affiliates that allegedly occurred more than twenty-four (24) months immediately prior to the discovery of such cause of action.

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(h) Absent the Escrow Agent’s failure to meet its Standard of Care (defined in Section 3 above), the Company agrees to indemnify, defend and hold harmless the Escrow Agent and its affiliates and their respective directors, trustees, officers, agents and employees from all claims, suits, actions, damages, losses, liabilities, obligations, costs and reasonable expenses (including reasonable attorneys’ fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolution) arising directly or indirectly from: (a) any action or omission to act by any prior service provider of the Company; (b) any action taken or omitted to be taken by the Escrow Agent in connection with the provision of services to the Company; and (c) for the avoidance of doubt, any liability for taxes and any penalties or interest in respect of taxes attributable to the investment of funds held in escrow by the Escrow Agent pursuant to this Agreement. The foregoing indemnities shall survive the resignation of the Escrow Agent and the termination of this Agreement.

(i) The Escrow Agent shall have no duties except those specifically set forth in this Agreement.

(j) The Escrow Agent shall have the right at any time it deems appropriate to seek an adjudication in a court of competent jurisdiction as to the respective rights of the parties hereto and shall not be held liable by any party hereto for any delay or the consequences of any delay occasioned by such resort to court.

(k) The Escrow Agent shall promptly notify the Manager of any discrepancy between the amounts set forth on any remittance advice received by the Escrow Agent and the sums delivered to it therewith.

(l) The Company and the Manager will provide such information and documentation as the Escrow Agent may reasonably request in connection with the services provided by the Escrow Agent under this Agreement.

(m) Except as expressly provided in this Agreement, the Escrow Agent hereby disclaims all representations and warranties, express or implied, made to the Company or the Manager or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or goods provided incidental to services provided under this Agreement. The Escrow Agent disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

(n) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Manager shall adopt any policies which would affect materially the obligations or responsibilities of the Escrow Agent hereunder without the prior written approval of the Escrow Agent, which approval shall not be unreasonably withheld or delayed.

4. Deposit of Escrow Fund. The Escrow Agent shall establish, at an FDIC-insured commercial banking institution of its own choosing (which may include an affiliate of the Escrow Agent) (“Bank”), an account in the name of PNC as agent for the benefit of the Company and/or its investors for subscriptions (the “Subscription Account”) and an account in the name of PNC as agent for the benefit of the Company and/or its investors for redemptions or

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repurchases (the “Repurchase Account,” and together with the Subscription Account, the “Accounts”). The Escrow Agent shall promptly deposit in the Subscription Account monies remitted by Potential Investors by wire transfer pursuant to instructions provided to them by the Company. Balances on deposit in the Accounts will not earn interest. For the avoidance of doubt, as between the parties, the Company and/or the Manager shall be solely responsible for any disclosure obligations regarding the Account(s) to Potential Investors and/or current investors (including the non-payment of interest), as the Company and/or the Manager deem appropriate.

5. Statements. During the term of this Agreement, the Escrow Agent shall make available to the Company (via a secure on-line website) daily information with respect to deposited and available funds. The Escrow Agent shall be forever released and discharged from all liability with respect to the accuracy of such information, except with respect to any such information as to which the Company shall, within thirty (30) days after such information is made available, file written objections with the Escrow Agent.

6. Distributions and Closings. Upon Written Instructions, at each closing of each offering of interests in the Company, the Escrow Agent will wire principal balances on deposit in the Subscription Account to the account designated by the Company. Such Written Instructions must be sent to the Escrow Agent by 2:00 p.m. (eastern time) on the closing date with respect to each closing. In the event that a Potential Investor who has escrow funds in the Subscription Account is not admitted into the Company, upon Written Instructions, the Escrow Agent shall promptly issue refunds by wire to the Potential Investor in the amount of the principal balance without accrued interest.

7. Repurchases. The Company from time to time may wire balances to the Repurchase Account in connection with periodic repurchases of interests by the Company from its members. Upon Written Instructions, the Escrow Agent shall issue promptly repurchase payments from the Repurchase Account by wire to the members whose interests have been repurchased. Upon Written Instructions, the Escrow Agent will withhold specified amounts from the amounts to be distributed to the members whose interests have been repurchased.

9. PNC System. The Escrow Agent shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights utilized by the Escrow Agent in connection with the services provided by the Escrow Agent to the Company.

10. Tax Identification Number. All deposits to the Accounts shall be subject to the Escrow Agent’s receipt of a valid tax identification number for the Company, Manager or Potential Investor, as applicable.

11. Compensation.

(a) The fee of the Escrow Agent for its services hereunder shall be paid by the Company as may be mutually agreed to in writing by the Company and Escrow Agent. Notwithstanding the foregoing, standard account transaction charges will be billed to the Company as an out-of-pocket expense. The Company acknowledges that the Escrow Agent may receive float benefits or retain balance credits in connection with the funds maintained in the Accounts.

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(b) The undersigned hereby represents and warrants to Escrow Agent that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to the adviser or sponsor to the Company in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by Escrow Agent to such adviser or sponsor or any affiliate of the Company relating to this Agreement have been fully disclosed to the Manager of the Company and that, if required by applicable law, such Manager has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits.

12. Amendment. This Agreement may not be amended or supplemented, and no provision hereof may be modified or waived, except by an instrument in writing, signed by all of the parties hereto.

13. Termination. This Agreement shall continue until terminated by a party on sixty (60) days’ prior written notice to the other party. Upon the termination of this Agreement and upon the delivery of the balance of the Accounts to a successor escrow agent designated by Written Instructions or such other person as may be designated by Written Instructions, the Escrow Agent shall be released and discharged of any and all further obligations hereunder. If no successor escrow agent or other person has been designated pursuant to Written Instructions to receive the balance of the Accounts at the expiration of the 60-day period, the Escrow Agent shall have no further obligation hereunder except to hold the escrow funds as a depositary.

14. Execution. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute one and the same instrument.

15. Representations and Warranties. Each party represents and warrants to the other party that:

(i) it is duly organized and validly existing under the laws of the jurisdiction of its organization and is in good standing;

(ii) it is duly authorized and empowered to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and when executed this Agreement will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with its terms;

(iii) to the extent applicable, it will maintain in full force and effect all registrations, licenses or permits of any governmental entity or other regulatory authority that may be required in connection with its activities under this Agreement;

(iv) it is under no regulatory restriction that would materially affect its ability to carry out its obligations under this Agreement; and

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(v) it will comply in all material respects with the Securities Laws and all applicable laws, rules and regulations to which it may be subject of governmental authorities having jurisdiction with respect to the subject matter herein (for the avoidance of doubt, neither party shall be responsible for such compliance by the other party, the Funds or any other entity).

16. Insurance. The Escrow Agent agrees to maintain, directly or through a parent company, professional liability errors and omissions insurance coverage in amounts that it deems commercially reasonable and appropriate in light of the responsibilities hereunder and shall, upon reasonable request no more than twice per year, have an officer certify in writing on its behalf that such insurance remains in effect.

17. Miscellaneous. All covenants and agreements contained in this Agreement by or on behalf of the parties hereto shall bind and inure to the benefit of such parties and their respective heirs, administrators, legal representatives, successors and assigns, as the case may be. The headings in this Agreement are for convenience of reference only and shall neither be considered as part of this Agreement, nor limit or otherwise affect the meaning thereof. This Agreement shall be construed and enforced in accordance with the laws of Delaware without regard to principles of conflicts of law.

18. Notices. All instructions, notices and other communications hereunder must be in writing and shall be deemed to have been duly given if delivered by hand or facsimile or mailed by first class, registered mail, return receipt requested, postage prepaid, and addressed as follows:

If to the Company

PNC Absolute Return TEDI Fund LLC

Attn: Jennifer Spratley

Vice President

Two Hopkins Plaza

Baltimore, MD 21201

If to the Escrow Agent

PNC Global Investment Servicing (U.S.) Inc.

Attn: President

301 Bellevue Parkway

Wilmington, DE 19809

If to the Manager

PNC Capital Advisors, LLC

Attn: Jennifer Spratley

Managing Director

Two Hopkins Plaza

Baltimore, MD 21201

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19. Partial Invalidity. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

20. Entire Agreement. This Agreement embodies the entire agreement and understanding among the parties and supersedes all prior agreements and understandings among the parties relating to the subject matter hereof.

21. Confidentiality. Each party to this Agreement shall keep confidential the information relating to any other party to this Agreement which it obtains in connection with the provision of services under this Agreement; provided that (except as otherwise required by the Gramm-Leach-Bliley Financial Services Modernization Act of 1999) the following information shall not be subject to such confidentiality obligations: (a) information that is already known to the obtaining party at the time it is obtained; (b) information that is or becomes publicly known or available through no wrongful act of the obtaining party; (c) information that is rightfully received from a third party who, to the best of the obtaining party’s knowledge, is not under a duty of confidentiality; (d) information that is released by the protected party to a third party without restriction; (e) information that is requested or required to be disclosed by the obtaining party pursuant to a court order, subpoena, governmental or regulatory agency request or law; (f) Company information provided by Escrow Agent in connection with an independent third party compliance or other review; (g) information that is necessary or desirable for the Escrow Agent to disclose in connection with the provision of services under this Agreement; (h) information that is relevant to the defense of any claim or cause of action asserted against the obtaining party; and (i) information that has been or is independently developed or obtained by the obtaining party. The provisions of this Section 19 shall survive termination of this Agreement for a period of three (3) years after such termination.

22. Customer Identification Program Notice. To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003. Certain of the Escrow Agent’s affiliates are financial institutions, and the Escrow Agent may, as a matter of policy, request (or may have already requested) the name, address and taxpayer identification number or other government-issued identification number of the Company and the Manager, and, if such party is a natural person, that party’s date of birth. The Escrow Agent may also ask (and may have already asked) for additional identifying information, and the Escrow Agent may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements. In addition, in opening the Account(s), Bank may ask for additional identifying information and take additional steps to verify the authenticity and accuracy of identifying information with respect to the Company and/or the Manager.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

PNC CAPITAL ADVISORS, LLC

By:

Name:

Title:

PNC ABSOLUTE RETURN TEDI FUND LLC

By:

Name:

Title:

PNC GLOBAL INVESTMENT SERVICING (U.S.) INC.

By:

Name:

Title:

8

EX-99.2(K)(IV)

EX99-2(k)(iv)

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CLEARSKY^SM

STATE FILING SERVICES AGREEMENT

This AGREEMENT, dated as of this 1^st day of June, 2010, is by and between PNC Global Investment Servicing (U.S.) Inc. (“PNC”) and each of the fund(s) listed on Schedule A attached hereto, as such Schedule A may be amended from time to time as provided herein (each, a “Fund” and collectively the “Funds”).

BACKGROUND:

A. Each Fund wishes to retain PNC to provide “blue sky” registration services for the Fund’s investment portfolio(s) (and the classes thereof) listed on Schedule B (each a “Portfolio”), as such Schedule B may be amended from time to time by the parties, and PNC wishes to furnish such services.

B. This Background section and the Schedules attached to this Agreement are hereby incorporated by reference and made a part of this Agreement.

TERMS:

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties as follows:

1. Appointment. Each Fund hereby appoints PNC to provide blue sky filing services for the Portfolios (and classes thereof) for the period and on the terms set forth in this Agreement. In connection with the foregoing, each Fund hereby grants PNC a limited power of attorney on behalf of the Fund and its Portfolios to sign all blue sky filings and other related documents to effect the purpose of this Agreement. PNC accepts such appointment. Additional Funds may be added to this Agreement from time to time through the execution of an instrument of accession between such additional Fund and PNC whereby such additional Fund and PNC will agree to be bound by the terms of this Agreement (as it may be amended with respect to such Fund by such instrument of accession). The addition of a Fund to this Agreement will not affect the rights or obligations of any other Fund pursuant to the terms of this Agreement.

2. Delivery of Documents. Each Fund has or will, as appropriate, timely furnish PNC with copies of each of the following:

(a) A listing of all jurisdictions in which each Portfolio (and class thereof) is lawfully available for sale as of the date of this Agreement and in which a Fund desires PNC to effect a blue sky filing;

(b) The Fund’s most recent Post-Effective Amendments with respect to each Portfolio under the Securities Act of 1933 and under the Investment Fund Act of 1940 as filed with the Securities and Exchange Commission (the “SEC”) and all amendments thereto;

(c) Upon PNC’s request, each Portfolio’s most recent prospectus and statement of additional information and all amendments and supplements thereto (a “Prospectus”); and

(d) All Notices of Special Meetings of Shareholders and related Proxy materials which propose the merger, reorganization or liquidation of a Portfolio.

Each Fund will furnish PNC from time to time with copies of all amendments of or supplements to the foregoing, if any.

3. Services and Duties. Subject to the supervision and control of the Funds, PNC will:

(a) Effect and maintain, as the case may be, the qualification of shares of the respective Portfolios for sale under the securities laws of the jurisdictions indicated for each Portfolio on Schedule A, as it may be amended from time to time; and

(b) File with each appropriate jurisdiction the applicable materials relating to the Portfolios (or classes thereof) by the applicable filing deadline; provided however, that the Funds timely provide PNC in advance of such filings with (i) the requisite number of copies of each document (i.e. definitive prospectuses) requested by PNC (to the extent such documents are required to effect the relevant filing) and (ii) filing fees (as described in more detail below); and

(c) Convey to the Funds any comments received from the regulatory authorities with respect to such filings and, if desired by a Fund, responding to such comments in such manner as authorized by such Fund.

Subject to payment to PNC in advance, PNC will remit to the respective jurisdictions the requisite filing fees for the shares of the relevant Portfolio(s) (or classes thereof), and any fees for qualifying or continuing the qualification of any Portfolio(s) (or classes thereof). The Funds will, from time to time as specifically agreed between the parties, facilitate a wire transfer of funds to PNC for the payment of the aforementioned filings fees promptly upon request by PNC. PNC will request the funds necessary for the payment of the filing fees in advance of the date the fees become due. Each Fund acknowledges that PNC may receive float benefits in connection with maintaining certain accounts required to provide services under this Agreement.

In performing its duties under this Agreement, PNC will act in accordance with the reasonable instructions and directions of the Funds. Similarly, the Funds will reasonably cooperate with PNC to enable PNC to perform its duties under this Agreement.

4. Compensation. The Funds will compensate PNC for the performance of its duties hereunder in accordance with the fees and charges set forth on Schedule C.

The Funds agree to pay all fees to PNC within thirty (30) days following its receipt of the respective invoice.

5. Limitations of Liability and Indemnification. PNC shall not be responsible for and each Fund agrees severally and not jointly to indemnify, defend and hold PNC harmless from and against any and all claims, costs, expenses (including reasonable attorneys’ fees), losses, damages, charges, payments and liabilities of any sort or kind which may be asserted against PNC or for which PNC may be held to be liable (a “Claim”) arising out of or attributable to any of the following: (a)

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any actions of PNC taken or omitted in connection with this Agreement except to the extent such Claim resulted from a negligent act or omission to act or willful misconduct by PNC in the performance of its duties hereunder; (b) PNC’s reasonable reliance upon, or reasonable use of, information, data, records and documents received by PNC from a Fund; (c) any instructions or requests from the Funds upon which PNC chooses, in its reasonable discretion, to act; (d) a Fund’s refusal or failure to comply with the terms of this Agreement, or (e) any Claim that relates to a Fund’s negligence or misconduct or the breach of any representation or warranty of the Fund made herein. Without in any way limiting the foregoing, PNC shall have no liability for failing to file on a timely basis any material to be provided by the Funds that PNC has not received on a timely basis from the Funds. PNC shall have no responsibility to review the accuracy or adequacy of materials it receives from the Funds for filing or bear any liability arising out of the timely filing of such materials.

Neither party may assert any cause of action against the other party under this Agreement that accrued more than two (2) years prior to the discovery of such cause of action.

Each party shall have the duty to mitigate damages for which the other party may become responsible.

In no event shall either party be liable hereunder for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by the party.

Without limiting the generality of the foregoing or any other provisions of this Agreement, PNC shall not be liable for delays or failures to perform any of the services or errors or loss of data occurring by reason of circumstances beyond its control, including, without limitation, acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrections, war, terrorist acts, riots or failure of the mails, transportation, communication or power supply, functions or malfunctions of telecommunications services caused by any of the above, or laws or regulations imposed after the date of this Agreement. Should an event beyond PNC’s reasonable control occur, PNC will follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to mitigate and minimize any service interruptions or damages to the Funds.

Each Fund agrees and acknowledges that PNC has not prior to the date hereof assumed, and will not assume, any obligations or liabilities arising out of the conduct of the Funds prior to the date hereof. The Funds further agree to indemnify, defend and hold PNC harmless against any losses, claims, damages or liabilities to which PNC may become subject in connection with the conduct by the Funds prior to the date hereof.

6. Representations and Warranties.

Each party represents and warrants that: (a) its execution, delivery and performance of this Agreement: (i) have been authorized by all necessary corporate action, (ii) do not violate the terms of any law, regulation, or court order to which such party is subject or the terms of any material agreement to which the party or any of its assets may be subject and (iii) are not subject to the consent or approval of any third party; (b) this Agreement is the valid and binding obligation of the representing party, enforceable against such party in accordance with its terms; and (c) such party is not subject to any pending or threatened litigation or governmental action which could interfere with such party’s performance of its obligations hereunder.

Each Fund represents and warrants that, to the best of its knowledge, as of the date first set forth above each Portfolio (and class thereof) is lawfully eligible for sale in each jurisdiction indicated for such Portfolio (and any class thereof) on the list furnished to PNC pursuant to Paragraph 2(a) of this Agreement.

THIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PNC DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE FUNDS OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. PNC DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT.

7. Service to Other Investment Companies or Accounts. The Funds understand that the persons employed by PNC to assist in the performance of PNC’s duties hereunder will not devote their full time to such service and nothing contained herein shall be deemed to limit or restrict the right of PNC or any affiliate of PNC to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.

8. Notices. Any notice or other instrument or materials authorized or required by this Agreement to be given in writing to the Funds or to PNC shall be sufficiently given if addressed to such party and received by it at its office set forth below or at such other place as it may from time to time designate in writing.

To the Funds:

c/o PNC Capital Advisors, LLC

Two Hopkins Plaza

4^th Floor

Baltimore, MD 21201

Attention: Jennifer Spratley

To PNC:

PNC Global Investment Servicing (U.S.) Inc.

66 Broadway, 1st floor

Lynnfield, MA 01940

Attention: Kevin L. Caravella

9. Files. As between PNC and the Funds, all files maintained by PNC with respect to the Funds shall be the property of the Funds and shall be returned to the Funds at the termination of this Agreement or as mutually agreeable to PNC and the Fund. Upon reasonable request, copies of any such files shall be provided to the Fund.

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10. Duration and Termination. This Agreement shall continue hereafter until terminated by the Funds or PNC on 60 days’ written notice to the other party; provided, however, that Sections 5, 7, 10, 12, 13 and 15 shall survive.

In the event a termination, PNC will reasonably cooperate with the Funds; provided that, the Funds shall promptly pay PNC for all expenses associated with movement of records and materials and conversion thereof to a successor service provider.

11. Amendment to this Agreement. No change, termination, modification, or waiver of any term or condition of the Agreement shall be valid unless in writing signed by the party against which enforcement of the change, termination, modification, or waiver is sought.

12. Governing Law. The laws of the state of Delaware, excluding the laws on conflicts of laws, shall govern the interpretation, validity, and enforcement of this Agreement.

13. Confidentiality. Subject to the terms of this Section, each party agrees to maintain all information about the other party that it acquires pursuant to this Agreement in confidence. The obligations of confidentiality in this Section shall not apply to any information that: (i) is already known to the receiving party at the time it is obtained; (ii) is or becomes publicly known or available through no wrongful act of the receiving party; (iii) is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality; (iv) is released by the protected party to a third party without restriction; (v) is required to be disclosed by the receiving party pursuant to a requirement of a court order, subpoena, governmental or regulatory agency, law, or binding discovery request in pending litigation (provided the receiving party will provide the other party written notice of such requirement, to the extent such notice is permitted); (vi) is included on a required basis in any filing made with a federal or state agency or authority in the course of rendering services; (vii) is relevant to any claim or cause of action between the parties or the defense of any claim or cause of action asserted against the receiving party; or (viii) has been or is independently developed or obtained by the receiving party without reference to the Confidential Information provided by the protected party.

Each party agrees that if there is a breach or threatened breach of the provisions of this Section, the other party will not have an adequate remedy in money or damages and accordingly will be entitled to injunctive relief and/or specific performance; provided, however, no specification in this Section of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Section.

14. Non-Solicitation. The Funds shall not, with the exceptions noted below, knowingly solicit or recruit for employment or hire any of PNC’s employees. To “knowingly” solicit, recruit, or hire within the meaning of this provision does not include, and therefore does not prohibit, solicitation, recruitment or hiring of PNC employees who are identified solely as a result of their response to a general advertisement by the Fund in a publication of trade or industry interest or other similar general solicitation.

15. Miscellaneous.

(a) Entire Agreement. This Agreement (including all schedules) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, agreements, contracts, representations, and understandings, whether written or oral, between the parties with respect to the subject matter hereof.

(b) Severability. The parties intend every provision of this Agreement to be severable. If a court of competent jurisdiction determines that any term or provision is illegal or invalid for any reason, the illegality or invalidity shall not affect the validity of the remainder of this Agreement. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties. Without limiting the generality of this paragraph, if a court determines that any remedy stated in this Agreement has failed of its essential purpose, then all other provisions of this Agreement, including the limitations on liability and exclusion of damages, shall remain fully effective.

(b) Successors/Assigns. This Agreement, its benefits and obligations shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned or otherwise transferred by either party hereto, without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that PNC may, in its sole discretion, assign all its right, title and interest in, and delegate its obligations under, this Agreement to an affiliate, parent or subsidiary, or to the purchaser of substantially all of its business. PNC may, in its sole discretion, engage subcontractors to perform any of the obligations contained in this Agreement to be performed by PNC.

(c) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original; but such counterparts shall, together, constitute only one instrument.

(d) Captions. The captions of this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

(e) Further Actions. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

(f) No Third Party Rights. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or entity other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

(g) Facsimile Signatures. The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party.

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(h) Customer Identification Program Notice. To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003. Certain of PNC’s affiliates are financial institutions, and PNC may, as a matter of policy, request (or may have already requested) the Fund’s name, address and taxpayer identification number or other government-issued identification number, and, if such party is a natural person, that party’s date of birth. PNC may also ask (and may have already asked) for additional identifying information, and PNC may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the date and year first above written.

PNC ABSOLUTE RETURN MASTER FUND LLC

By:

Name:

Title:

PNC ABSOLUTE RETURN FUND LLC

By:

Name:

Title:

PNC ABSOLUTE RETURN TEDI FUND LLC

By:

Name:

Title:

PNC LONG-SHORT MASTER FUND LLC

By:

Name:

Title:

PNC LONG-SHORT FUND LLC

By:

Name:

Title:

PNC LONG-SHORT TEDI FUND LLC

By:

Name:

Title:

PNC ALTERNATIVE STRATEGIES MASTER FUND LLC

By:

Name:

Title:

PNC ALTERNATIVE STRATEGIES FUND LLC

By:

Name:

Title:

PNC ALTERNATIVE STRATEGIES TEDI FUND LLC

By:

Name:

Title:

PNC GLOBAL INVESTMENT SERVICING (U.S.) INC.

By:

Name:

Title:

4

SCHEDULE A

LIST OF FUNDS

Name of Fund	Type of Fund	Type/Jurisdiction of Fund
PNC Absolute Return Master Fund LLC	Closed-end, diversified registered investment company under the 1940 Act	Delaware limited liability company
PNC Absolute Return Fund LLC	Closed-end, diversified registered investment company under the 1940 Act and 1933 Act	Delaware limited liability company
PNC Absolute Return TEDI Fund LLC	Closed-end, diversified registered investment company under the 1940 Act and 1933 Act	Delaware limited liability company
PNC Long-Short Master Fund LLC	Closed-end, diversified registered investment company under the 1940 Act	Delaware limited liability company
PNC Long-Short Fund LLC	Closed-end, diversified registered investment company under the 1940 Act and 1933 Act	Delaware limited liability company
PNC Long-Short TEDI Fund LLC	Closed-end, diversified registered investment company under the 1940 Act and 1933 Act	Delaware limited liability company
PNC Alternative Strategies Master Fund LLC	Closed-end, diversified registered investment company under the 1940 Act	Delaware limited liability company
PNC Alternative Strategies Fund LLC	Closed-end, diversified registered investment company under the 1940 Act and 1933 Act	Delaware limited liability company
PNC Alternative Strategies TEDI Fund LLC	Closed-end, diversified registered investment company under the 1940 Act and 1933 Act	Delaware limited liability company

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CLEARSKY^SM

STATE FILING SERVICES AGREEMENT

SCHEDULE B

LIST OF FUND PORTFOLIOS, CLASSES AND JURISDICTIONS

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CLEARSKY

STATE FILING SERVICES AGREEMENT

SCHEDULE C

FEES

$65 per permit (state notice filing), per year, billed monthly in arrears

PNC does not charge a conversion fee or fund set-up fee for new funds. All filings required to keep the permit in compliance are included in this permit fee. This fee includes out-of-pocket fees such as postage and printing. Billing is in arrears.

3

EX-99.2(N)

EX99-2(n)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 5 to Registration Statement No. 333-128723 on Form N-2 of our report dated May 28, 2010, relating to the consolidated financial statements and financial highlights of PNC Absolute Return TEDI Fund LLC appearing in the Annual Report on Form N-CSR of PNC Absolute Return TEDI Fund LLC for the year ended March 31, 2010, and to the references to us under the headings “Financial Highlights” and “Accountants and Legal Counsel” in such Registration Statement.

/s/DELOITTE & TOUCHE LLP

Chicago, Illinois

July 1, 2010

EX-99.2(R)(II)

EX99-2(r)(ii)

Policy Owner: PNC Capital Advisors, LLC	Effective Date: September 30, 2009
Approver(s): PNC Capital Advisors, LLC Board of Directors	Date Approved: tbd

Combined Personal Trading Code of Ethics

PNC Capital Advisors, LLC

PNC Funds

PNC Advantage Funds

SECTION 1 DEFINITIONS

Capitalized terms used herein shall have the meanings set forth below:

“Access Person” means:

(i) Any Advisory Person of a Fund or the Adviser, including the Adviser’s directors, officers, and general partners;

(ii) Any director, officer, general partner or Advisory Person of the Adviser who, with respect to any Fund, makes any recommendation, participates in the determination of which recommendation will be made, or whose principal function or duties relate to the determination of which recommendation will be made, or who, in connection with his or her duties, obtains any information concerning recommendations on Covered Securities being made by the Adviser to any Fund;.

(iii) Any director, officer or general partner of a principal underwriter who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by the Funds for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Funds regarding the purchase or sale of Covered Securities.

(iv) Any other person who is deemed by the Adviser’s Chief Compliance Officer or Code of Ethics Review Committee to be an Access Person.

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“Advisory Person” means:

(i) any director, officer, general partner or employee of the Fund or Adviser (or of any company in a control relationship to the Fund or Adviser) who, in connection with his or her regular functions or duties, makes, participates, in or obtains information regarding, the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and

(ii) Any natural person in a control relationship to the Fund or Adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.

“Adviser” or “PCA” means PNC Capital Advisors, LLC.

“Advisory Client” means any account the Adviser has discretionary authority to manage.

“Associated Account” means securities and futures accounts of the Access Person (or consultant), the Access Person’s (i) spouse, (ii) minor children, (iii) other household members (iv) any other accounts subject to an employee’s discretion or control (e.g. custodial and trust accounts, etc.) and (v) any other accounts in which the employee has beneficial interest and a substantial ability to influence transactions (e.g. joint accounts, co-trustee accounts, partnerships, investment clubs).

“Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with predetermined schedule and allocation. An Automatic Investment Plan may include a dividend reinvestment plan, participation in a 401(k) plan or employee stock purchase plan provided that purchases or withdrawals are made automatically.

“Chief Compliance Officer” means the Chief Compliance Officer of the Adviser, unless otherwise specified.

“Compliance Team” means the Compliance Team of the Adviser, unless otherwise specified.

“Control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. For purpose of this section, control has the same meaning as it does in section 2(a)(9) of the Investment Company Act of 1940.

“Covered Security” means a Security as defined in herein, except that it does not include:

(i) Direct obligations of the Government of the United States;

(ii) Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and

(iii) Shares issued by open-end investment companies (mutual funds).

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“Director”, “Trustee,” or “Officer” means each trustee, director or officer of a the PNC Funds and PNC Advantage Funds who is not also an Access Person.

“Exchange Traded Fund” or “ETF” means a registered investment company that operates pursuant to an order from the Securities and Exchange Commission exempting the ETF from certain provisions of the Investment Company Act of 1940 so that the ETF may issue Securities that trade in a secondary market, and which are redeemable only in large aggregations called creation units.

“Fund” means the PNC Funds, and the PNC Advantage Funds.

“Fully Discretionary Account” means a personal securities account that has been deemed “fully discretionary” by the Compliance Team. For purposes of this Code, the Compliance Team may deem a personal securities account to be discretionary if an Access Person has no direct or indirect influence or control (i.e., if investment discretion for that account has been delegated in writing to an independent manager at another firm and that discretion is not shared with the Access Person) over the trading activity in the account, aside from choosing an investment style(s) or allocation. As a general matter, an account may be considered fully discretionary if the Access Person does not have the right to request transactions, and receives no prior notice of transactions. In order to have an account treated as a Fully Discretionary Account for purposes of this Code, an Access Person must provide a copy of the investment management agreement to the Compliance Team. The Compliance Team has complete discretion to determine whether such account shall be treated as a Fully Discretionary Account.

“Household Members” refers to persons residing at the same address as the Access Person, Director, Trustee or Officer, where the Access Person, Director, Trustee or Officer has knowledge and influence over the investment decisions of the account holder. If an employee resides at an address with another individual(s) where the employee does not have knowledge and influence over the person(s) investment decisions, the employee must complete a Residence Disclosure Form describing the relationship, which will be retained by Compliance. Completion and acceptance of the form by the Compliance Team will exempt the employee from any further reporting requirements for the accounts held by other person(s). The Compliance Team is responsible for providing this form.

“Initial Public Offering” or “IPO” means an offering of Securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

“Limited offering” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.

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“Investment Person” means an Access Person who is responsible for making the investment decisions (such as a portfolio manager, investment analyst supporting the portfolio manager) for an Advisory Client’s portfolio, equity securities traders, and others who assist in the implementation of the investment decisions for the investment teams.

“Purchase or sale of a Security” includes, among other things, the writing of options to purchase or sell a Security.

“Reportable Fund” means: (i) any fund for which the Adviser serves as an investment adviser as defined in section 2(a)(20) of the Investment Company Act of 1940; or (ii) any fund whose investment adviser or principal underwriter controls the Adviser, is controlled by the Adviser, or is under common control with the Adviser. For purposes of this section, “control” has the same meaning as it does in section 2(a)(18) of the Investment Company Act.

“Reportable Security” means a Security (as defined herein), except that it does not include: (i) direct obligations of the Government of the United States; (ii) banker’s acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by money market funds; (iv) shares issued by open-end funds; and (v) shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds. Reportable Security includes a Reportable Fund and Exchange Traded Funds.

“Reporting Person” is any Access Person, employee of National City Bank, or PNC Bank N.A. whose duties include supporting the Adviser’s clients and/or provides services to the Adviser, and who may have access to information regarding the purchase, sale or recommendation with regard to the purchase or sale of Reportable Securities for Advisory Clients by virtue of sharing office space and facilities with Access Persons.

“Security” means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, reorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

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SECTION 2 STATEMENT OF GENERAL PRINCIPLES

In general, Rule 204A-1 requires all registered investment advisers to establish a written code of ethics. The code must include, among other things, a standard of business conduct that reflects the adviser’s fiduciary obligations as well as provisions requiring the adviser’s supervised persons to comply with applicable Federal Securities Laws. Rule 17j-1 imposes an obligation on registered investment companies, investment advisers and principal underwriters to adopt written codes of ethics covering the securities activities of certain directors, trustees, officers, Access Persons and employees. This Code is designed to ensure that: (i) Access Persons and employees do not use information concerning clients’ portfolio securities activities for their personal benefit or to the detriment of such clients and (ii) Access Persons do not engage in improper trading of shares of the Funds or of other funds for which the Adviser serves as adviser or sub-adviser.

A sub-adviser of any Fund (and the sub-adviser’s Access Persons and employees) shall be subject to this Code unless the board of directors/trustees of the Fund (each a “Board”) has approved a separate code of ethics for that sub-adviser (a “Sub-Adviser Code”). In that case, such sub-adviser and all Access Persons of such Fund that are officers, directors or employees of such sub-adviser shall be subject to the terms of the relevant Sub-Adviser’s Code in lieu of the terms of this Code.

In reviewing and approving a Sub-Adviser Code, a Board shall, in addition to making the findings required by Rule 17j-1, consider whether the Sub-Adviser Code has provisions reasonably designed to detect and deter improper trading by the Sub-Adviser’s employees in shares of the portfolio of the relevant Fund(s). It is not the intention of this Code to prohibit personal securities activities by Access Persons and employees, but rather to prescribe rules designed to prevent actual and apparent conflicts of interest. While it is not possible to define and prescribe all-inclusive rules addressing all possible situations in which conflicts may arise, this Code sets forth the policies of the Adviser and the Funds regarding conduct in those situations in which conflicts are most likely to develop.

This Code supplements the PNC’s policy on Personal Investment Transaction Rules for All Employees and PNC Employee Conduct Policies, available on the PNC Intraweb. Each Access Person must observe those policies, as well as abide by the additional principles and rules set forth in this Code and any other applicable legal or policies and obligations.

The following principles shall govern personal investment activities and the interpretation and administration of this Code:

• The interest of Fund shareholders and Advisory Clients must be placed first at all times;

• All personal securities transactions must be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility;

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• Access Persons, Reporting Persons, Directors, Trustees and Officers should not take inappropriate advantage of their positions;

• Access Persons, Reporting Persons, Directors, Trustees and Officers must comply with applicable federal securities laws; and

• Access Persons, Reporting Persons, Directors, Trustees and Officers must comply with all applicable compliance policies and procedures of the Fund and the Adviser.

Technical compliance with the policies and procedures of this Code will not automatically insulate from scrutiny any transaction or pattern of transactions that is not in keeping with the principles stated in this Code.

Pre-clearance and reporting of personal securities transactions and other rules under this Code do not relieve employees from responsibility for compliance with the federal securities laws such as the prohibitions against insider trading and tipping.

SECTION 3 RESTRICTIONS ON, AND PROCEDURES TO MONITOR, PERSONAL INVESTING ACTIVITIES

Preclearance of Personal Securities Transactions

Access Persons must preclear all personal transactions in Reportable Securities. Directors, Trustees and Officers must preclear all personal transactions in Reportable Securities if such person knew or should have known that the same Reportable Securities have been traded or considered for trade by the Fund or by the Adviser for purchase by the Fund within the past 15 days. Once granted, preclearance approval will expire at the close of business on the next business day. Notwithstanding the foregoing, preclearance is not required for personal securities transactions in Reportable Funds and Exchange Traded Funds, or for transactions in Fully Discretionary Accounts.

Note: Access Persons are responsible for preclearing transactions in Reportable Securities in all Associated Accounts. This includes accounts where the Access Person’s, spouse or other family member may make the investment decisions or the Access Person has granted investment discretion to an investment adviser or broker dealer, unless the account has been deemed a Fully Discretionary Account. The same responsibility applies to Directors, Trustees and Officers, and their Associated Accounts, if such person knew or should have known that the same Reportable Securities have been traded or considered for trade by the Fund or by the Adviser for purchase by the Fund within the past 15 days.

Although Access Persons may conduct trading for their own accounts and Associated Accounts within the limits of the policy, trading during working hours should be limited. Extensive trading that may affect on-the-job performance may be considered a violation of this policy and PCA reserves the right to restrict trading in such circumstances. In addition, PCA reserves the right to prohibit employees from trading in certain securities or markets.

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Blackout Periods

(1) No Access Person shall execute a personal securities transaction on a day during which any Advisory Client’s account has entered a “buy” or “sell” order in that same Security, until that order is executed or withdrawn. A Trustee who is not an “interested person” of the Fund, as defined in the Investment Company Act of 1940, shall not execute a securities transaction on a day during which he or she has actual knowledge that the Adviser has entered a “buy” or “sell” order in that same Security for the Fund, until that order is executed or withdrawn.

(2) No Access Person shall execute a personal securities transaction in a Security with a market capitalization below $10 billion within three calendar days before or after an Advisory Client’s account trades in that security.

(3) Investment Personnel are prohibited from buying or selling a Security for his/her Associated Account within seven calendar days before or after an Advisory Client’s account, over which he/she has discretionary authority, trades in that Security.

Blackout Exceptions:

(1) Preclearance may be granted when the Adviser has bought or sold a Security solely for accounts managed to mirror an index.

(2) Preclearance may be granted for transactions when the Adviser has bought or sold a Security for client accounts, subject to the following conditions:

a. The Security has a market capitalization of $10 billion and above; and

b. The transaction requested is for 1,000 shares or less.

This exemption does not apply to Investment Personnel with respect to a Security that they have purchased in the last seven days or that they are considering for purchase in the next seven days.

Personal securities transactions in Securities with a market capitalization in excess of $10 billion that exceed the 1,000 share limit are subject to the black-out periods set forth above.

Note: The transaction must be precleared in order to take advantage of this exception.

A violation of the second blackout exception is considered a level III violation under this Code. The sanctions that may be imposed include breaking the trade and disgorging profits.

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The following securities are exempt from preclearance:

(1) Exchange Traded Funds (ETFs);

(2) Reportable Funds;

(3) Investment grade fixed-income securities;

(4) Open-ended investment companies (open-end mutual funds);

(5) Securities purchased or sold in a transaction that is non-volitional, e.g., gifts, stocks sold pursuant to a margin call, and stocks purchased or sold pursuant to the exercise of a put or call option;

(6) Securities acquired as a part of a dividend reinvestment plan or as part of an automatic investment plan previously disclosed to the Compliance Team*;

(7) Securities acquired upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities; and

(8) Securities traded in Fully Discretionary Accounts.

* If you intend to purchase Reportable Securities through an automatic investment plan, please notify the Compliance Team prior to the first purchase (or sale) via email (or memo), stating the name of the security, the amount and frequency of the purchases, and the account information. You must receive an acknowledgment from the Compliance Team that this notice has been received prior to making the first investment.

Further Restrictions on Trading Activity:

Excessive Trading: Access Persons are strongly discouraged from engaging in excessive trading for their personal accounts. Although this Code does not define excessive trading, Access Persons should be aware that their trading activity may be reviewed by the Compliance Team and may be reported to the Access Person’s manager and to the President, if deemed excessive.

Diversion of Investment Opportunity: Access Persons should not acquire a security that would be suitable for a client account without first considering whether to recommend or purchase that security to or for the client’s account.

Prohibition on Front Running: “Front running” is generally considered to be the practice of effecting a securities transaction with advance knowledge of another transaction in the same or related security for client account(s), typically a block transaction, in order to personally benefit from the effect of the block transaction upon the price of the security or related security. Front running is a prohibited practice. Access Persons’ personal securities transactions shall be reviewed periodically by Compliance for evidence of front running.

Initial Public Offerings and Limited Offerings

Access Persons must obtain approval from the President of the Adviser before directly or indirectly acquiring any securities in an initial public offering or in a limited offering, either for him or herself, or in any Associated Accounts. Equity traders are prohibited from purchasing IPOs.

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Fund Acquisition of Shares in Companies That Access Persons Hold Through Limited Offerings

Access Persons who have been authorized to acquire securities in a limited offering must disclose that investment to the Chief Compliance Officer when the Access Person is involved in any accounts’ subsequent consideration of an investment in the issuer, and any accounts’ decisions to purchase such securities must be independently reviewed by the Code of Ethics Review Committee.

Prohibition on Short-Term Trading Profits

No Access Person shall profit in the purchase and sale, or the sale and purchase, of the same (or equivalent) Reportable Securities within 60 calendar days, provided however, that this restriction does not apply to ETFs and Reportable Funds or transactions in Fully Discretionary Accounts. Access Persons trading open-end investment company shares are expected to comply with the provisions set forth in the fund prospectus regarding short-term trading activity. Cashless exercises of stock options are considered one transaction (a sale) for the purpose of this prohibition, and are therefore allowed (in the event required preclearance has been granted). Note: The holding period of investments withdrawn from an automatic investment plan will be calculated on a first-in, first-out basis.

These prohibitions are in addition to, and do not supersede, the provisions of PNC’s policy on Personal Investment Transaction Rules for All Employees and PNC Employee Conduct Policies, available on the PNC Intraweb This policy prohibits, among other things:

• Engaging in day trading or short selling of PNC or BlackRock Securities; and

• Engaging in transactions in any derivatives of PNC securities, including buying and writing options.

Note: The PNC policies cited abov only apply to Access Persons, and not to Directors, Trustees and Officers.

Market Timing Mutual Fund Transactions

Access Persons shall not participate in any activity that may be construed as market timing of mutual funds.

Prohibition on Accepting Gifts

Access Persons shall not give or receive any gift or item of more than de minimis value ($100 annually) from any non-affiliated person or entity that does business with or on behalf of a Fund or the Adviser. This limitation does not apply to bona fide dining or entertainment (e.g., concerts, sporting events) if, during such dining or entertainment, the

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Access Person is accompanied by the representative of the entity that does business with the Fund or Adviser. Entertainment shall not be excessively extravagant or too frequently accepted. This prohibition applies only to Access Person employed by PNC and its affiliates, not to Directors, Trustees and Officers.

Further restrictions apply. Please refer to The PNC Financial Services Group, Inc. Corporate Code of Business Conduct and Ethics policy on Gifts and Entertainment, which is available on the PNC intraweb for additional limitations and requirements,. For example, when travel arrangements and/or accommodations are to be paid for by a customer or vendor, you must obtain prior approval from the PNC Corporate Ethics Office, unless an exemption applies.

Services as a Director

Access Persons shall not serve on the boards of directors of any company that has issued publicly traded securities, absent prior authorization by the President of the Adviser. Trustees should promptly disclose the existence of his or her acceptance of a position on any other board of directors/trustees of a company that has issued publicly traded securities or any company in the investment management, securities or financial services industries to the relevant Fund’s Chief Compliance Officer.

Treatment of Temporary Employees

Employees hired by the Adviser on a temporary basis (defined as three months or less), that do not have access to nonpublic information regarding any Advisory Clients’ purchase or sale of Securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund, will not be subject to the reporting and preclearance requirements of the Code. The temporary employees are required to receive training on the Adviser’s Code of Ethics and sign a confidentiality agreement. The Compliance Team is responsible for providing training on the Code of Ethics to such temporary employees.

SECTION 4 REPORTING

Approved Financial Institutions

All Access Persons are required to maintain their personal securities accounts with an approved financial institution listed in Exhibit 1, which may be amended from time to time. Exceptions to this policy require the prior approval of the applicable line of business management and will only be granted in limited circumstances. If an exception to this policy is granted, Access Persons must arrange for duplicate statements and confirmations to be sent to the Compliance Team. Access Persons with personal securities accounts that are not with an approved financial institution are responsible for ensuring that all accounts, transactions and holdings that are required to be reported under this Code are reported to the Compliance Team using the designated personal securities reporting system.

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Initial Holdings Reports

Except as otherwise provided below, every Access Person, Reporting Person, Director, Trustee and Officer shall report to the designated compliance personnel responsible for administering this Code, no later than 10 days after the person becomes a Access Person, Trustee or Officer, the following information which information must be current as of a date no more than 45 days prior to the date the person becomes a Reporting Person, Access Person, Director, Trustee or Officer:

(1) The title and type of Security, and the exchange ticker symbol or cusip number (if applicable), number of shares (for equity securities) and principal amount (for debt securities) of each Reportable Security in an Associated Account when the person became a Access Person, Trustee or Officer;

(2) The name of any broker, dealer or bank with whom such person maintained an account in which any Security was held for the direct or indirect benefit of such person as of the date the person became a Access Person, Trustee or Officer; and

(3) The date that the report is submitted by such person.

A Trustee who is not an “interested person” of the fund, as defined in the Investment Company Act of 1940, need not make an initial holdings report.

In addition to the Initial Holdings Report, Access Persons and Reporting Persons complete an employee questionnaire no later than 10 days after that person becomes an Access Person or Reporting Person. This questionnaire requires disclosure of any regulatory actions against such Access Person or Reporting Person, and any felony convictions or guilty pleas, any convictions or guilty pleas related to any misdemeanors involving: investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses.

Quarterly Transactions Reports

Except as otherwise provided below, every Access Person, Reporting Person, Director, Trustee and Officer shall report to the designated compliance personnel responsible for administering this Code, no later than 30 days after the end of each calendar quarter, the following information:

(1) With respect to transactions in any Reportable Security held in an Associated Account:

a. The date of the transaction, the title, and the exchange ticker symbol or cusip number (if applicable), the interest rate and maturity date (if applicable) and the number of shares (for equity securities) and the principal amount (for debt securities) of each Reportable Security involved;

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b. The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

c. The price of the Reportable Security at which the transaction was effected;

d. The name of the broker, dealer or bank with or through which the transaction was effected; and

e. The date that the report is submitted by such person.

(2) With respect to any account established by the Access Person (including Associated Accounts), Reporting Person, Director, Trustee or Officer in which any securities were held during the quarter for the direct or indirect benefit of such person:

a. The name of the broker, dealer, or bank with whom the account was established;

b. The date the account was established; and

c. The date that the report is submitted by such person.

A Director or Trustee who is not an “interested person” of a Fund, as defined in the Investment Company Act of 1940, need only submit a quarterly transaction report if such Director or Trustee Trustee, at the time of that transaction, knew or, in the ordinary course of fulfilling his or her official duties as a director or trustee of the Fund, should have know that, during the 15-day period immediately before or after the date of the transaction by the Director or Trustee, such Reportable Security was purchased or sold by the Fund or was being considered by the Fund or the Adviser for purchase or sale by the Fund.

An Access Person, Reporting Person, Director, Trustee or Officer need not make a quarterly transaction report under this section with respect to transactions effected pursuant to an Automatic Investment Plan or transactions that are non-volitional on the part of such person, i.e. tender offer, spin-off, split, or reverse split.

Annual Holdings Report

Except as otherwise provided below, every Access Person, Reporting Persons, Director, Trustee and Officer shall report to the designated compliance personnel responsible for administering this Code at least once each 12-month period on January 31 the following information (which must be current as of a date no more than 45 days before the report is submitted):

(1) The title and type of Security, and the exchange ticker symbol or cusip number (if applicable), number of shares (for equity securities) and principal amount (for debt securities) of each Reportable Security, including those in Associated Accounts;

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(2) The name of any broker, dealer or bank with whom such person maintains an account in which any securities are held for the direct or indirect benefit of such person; and

(3) The date that the report is submitted by such person.

Exception – A person need not make a report under this section with respect to transactions effected for, and Reportable Securities held in, an Associated Account over which the person has no direct or indirect influence or control. A person is considered to have control over an Associated Account, even if discretion over the account has been granted to an investment adviser or broker dealer, unless such account has been deemed a Fully Discretionary Account by the Compliance Team.

For avoidance of doubt, Access Persons, Reporting Persons, Directors, Trustees and Officers are required to disclose holdings in Fully Discretionary Accounts (unless they only hold mutual funds).

A Director or Trustee who is not an “interested person” of the Fund, as defined in the Investment Company Act of 1940, need not make an annual holdings report.

Disclaimer

Any person filing a required holdings or transaction report under this Code may include a statement that the report will not be construed as an admission that such person has any direct or indirect beneficial ownership of any securities covered by the report.

Duplicate Confirmations and Statements

All Access Persons must direct their brokers to supply to the designated compliance personnel responsible for administering this Code, if required, on a timely basis, duplicate copies of confirmations of all personal securities transactions and copies of periodic statements for all securities accounts.

Annual Certifications

On an annual basis, Access Persons and Reporting Persons are required to complete the following:

(1) An annual certification that (i) he or she has read and understands the Code and recognizes that he or she is subject to the Code, (ii) that he or she has complied with the requirements of the Code, including, but not limited to, the requirement to disclose or report all personal securities transactions as required by the Code, and (iii) that all his or her personal securities accounts and Associated Accounts are listed on the designated personal securities reporting system, or are otherwise not required to be listed because the account cannot hold Reportable Securities (i.e., a fund direct mutual fund account).

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(2) An annual questionnaire, which requires disclosure of outside business interests, felony charges convictions, fraud proceedings, and any regulatory disciplinary actions.

Each Director, Trustee and Officer must certify annually that (i) he or she has read and understands the Code, and (ii) that he or she has complied with the requirements of the Code, including, but not limited to, the requirement to disclose or report all personal securities transactions as required by the Code.

SECTION 5 ADMINISTRATION OF THE CODE OF ETHICS

General Rule

Each Access Person, Reporting Person, Director, Trustee and Officer must report any violations of this Code of which they are aware promptly to the Chief Compliance Officer or a designee.

Each Access Person, Reporting Person, Director, Trustee and Officer must be provided with a copy of, or access to, the Code upon becoming an Access Person, Reporting Person, Director, Trustee or Officer, and annually thereafter. Each Access Person shall be provided with copies of, or access to, any amendments to the Code promptly after such amendments become effective. The Chief Compliance Officer, or a designate, is responsible for providing copies of or access to such amendments.

Each Access Person, Trustee and Officer must provide the designated compliance personnel responsible for administering this Code, with a written or electronic acknowledgement of his or her receipt of the Code and any amendments.

Written Report to the Board of Directors

No less frequently than annually, the Adviser must furnish to the board of each of the Funds, a written report that:

(1) Describes any issues arising under the Code or procedures since the last report to the board of directors, including, but not limited to, information about material violations of the Code or procedures and sanction imposed in response to the material violations; and

(2) Certifies that the Adviser or Fund, as applicable, has adopted procedures reasonably necessary to prevent its Access Persons from violating the Code.

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Code of Ethics Review Committee

The Code of Ethics Review Committee (the “Committee”) is comprised of the Adviser’s Chief Compliance Officer, the Head of the Administrative Team, representative(s) from Investment Team(s) or their respective designees, and such other persons as may be appointed by the Adviser’s President to serve on such committee. The Committee has been established to interpret the Code and enforce its contents. In addition, the Committee reviews violations of the Code that exceed level 2.

Sanctions

Upon discovering a violation of this Code, the Committee may impose such sanctions as it deems appropriate, including, among other things, disgorgement of profits, a letter of censure or suspension or termination of the employment of the violator.

Elevation Level	Violation Description1	Suggested Course of Action
Level 1	Minor offenses: (1)     Employee provides majority of account information, but some data is missing (2)     Employee engages in short-term trading (holding period of less than 60 days)	Compliance Team to question employee and document response
Level 2	Technical Violations: (1)     Employee traded without preclearance approval (2)     Securities Transaction Report was filed late or not filed (3)     Employee did not submit complete Initial/Annual Holdings Report or filed late (4)     Employee did not submit annual questionnaire	Compliance notifies employee, manager and President of violation in writing Employee and manager sign acknowledgement of violation
Level 3	Two technical violations in a twelve month period or a material violation	CCO meets with Manager and Employee to discuss violation
	Material Violations: (1)     Employee trades without preclearance approval (2)     Employee falsified information supplied to Compliance (3)     Employee deliberately concealed the existence of a personal account	Employee maybe required to break the trade and disgorge profits Suspension of personal trading activities for at least one quarter
	(4)     Employee trades securities without complying with the terms of the blackout exception for Securities of issuers with a market capitalization in excess of $10 billion (e.g., fails to request preclearance, trades in excess of 1,000 shares).	Possible penalties of reduction in bonuses and/or salary PNC Funds, PNC Advantage Funds and PNC Alternative Investment Funds Boards will be notified of any material violation
Level 4	Two material violations in a twelve month period or confirmed fraudulent activity Fraudulent Activities: (1)     Systematic front running (2)     Scalping	CCO and President will review violations and recommend penalties up to and including termination PNC Funds, PNC Advantage Funds, PNC Alternative Investment Funds Boards will be notified

¹ List contains examples only and is not exhaustive.

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In addition to these sanctions, the following fines will generally be imposed (although the Committee may impose different or additional sanctions in its discretion):

1^st violation: Fine of $100

2^nd violation: Fine of $500 and disgorgement of profit.

All monetary fines or sanctions imposed shall be made payable anonymously to a charity which the Adviser or PNC Bank supports.

SECTION 6 RECORD KEEPING REQUIREMENTS

To the extent required by the SEC, the Chief Compliance Officer shall maintain, or cause to be maintained, the following records:

A copy of this Code or any other Code of Ethics that has been in effect during the most recent 5-year period;

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A record of any violation of any such Code and of any action taken as a result of such violation in the 5-year period following the end of the fiscal year in which the violation took place;

A copy of each report made by the Adviser pursuant to this Code for a period of 5 years from the end of the fiscal year in which such report or interpretation is made or issued;

A list of all persons who are currently or within the most recent 5-year period have been, who are or were required to make reports pursuant to this, or a predecessor Code, or who are or were responsible for reviewing these reports; along with a copy of all Initial Holdings Reports, Quarterly Reports, Annual Reports, Preclearance Forms and Duplicate Confirmations filed during that same period;

An up-to-date list of all Access Persons; and

A record of the approval of, and rationale supporting, the acquisition of securities in IPO’s and private placements for at least five years after the end of the fiscal year in which the approval is granted.

These records shall be maintained in an easily accessible place for the time period required by applicable SEC rules.

SECTION 7 INSIDE INFORMATION STATEMENT

Access Persons, Reporting Persons, Directors, Trustees and Officers are prohibited from purchasing and selling Securities, in any account, whether personal or on behalf of others, including Advisory Clients, while in possession of material, nonpublic information regarding the Securities or issuers of Securities. In addition, Access Persons, Reporting Persons, Directors, Trustees and Officers are prohibited from communicating material nonpublic information to others in violation of the law.

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Material Information: Information is “material” when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this is information whose disclosure will have a substantial effect on the price of a company’s Securities. Material information often relates to:

1) A company’s earnings results and/or operations. This information may include: dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

2) The market for a company’s Securities. Information about a significant order to purchase or sell Securities may, in some contexts, be deemed material.

Non-Public Information: Information is “public” when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC or some other governmental agency, or through a publication of general circulation.

Action to Take: If you think you have material, non-public information, you should report the matter to a Compliance Team member before executing any trade for in a personal or Advisory Client’s account. Do not communicate the information to anyone other than a Compliance Team member or legal counsel.

Portfolio Holdings Disclosure: Material inside non-public information with respect to mutual funds advised or sub-advised by the Adviser includes portfolio holdings, performance attribution analysis with reference to specific portfolio holdings, and trade information for any Advisory Client or model portfolio managed in the same investment style as a mutual fund. Until disclosed in a public report to shareholders (including the website) or public filing with the SEC, all information concerning Securities to be purchased or sold in any investment style must be kept confidential and disclosed by Access Persons only on a “need-to-know” basis within the firm. Disclosure of non-public portfolio holdings information to any third party must be reviewed and approved by the Compliance Team prior to the disclosure.

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Exhibit 1

Updated as of September 30, 2009

Approved Financial Institutions

TD Ameritrade

Charles Schwab

Fidelity

E*TRADE

Merrill Lynch

UBS

Smith Barney/Citigroup

AG Edwards/Wachovia

Bank of America

T Rowe Price

Morgan Stanley

Scottrade

Davenport

Pershing (PNCI)

PNC Funds

PNC Investments

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Initial/Annual Beneficial Ownership Report

(month/day/year)

¨ Check Here if this is an Initial Beneficial Ownership Report

To: PNC Capital Advisors, LLC (the “Company”) and the PNC Funds

As of the calendar year/period referred to above, I have a direct or indirect beneficial ownership interest in the securities listed below which are required to be reported pursuant to the Company’s Code of Ethics (the “Code”):

Title of Security Number of Shares Principal Amount

The name of any broker, dealer or bank with whom I maintain an account in which my securities are held for my direct or indirect benefit are as follows:

This report (i) excludes my beneficial ownership of “Non-Reportable Securities” under the Code and (ii) as to securities for which I disclaim beneficial ownership as indicated above by marking (x), is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.

Date:	Signature:
	Print Name:

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EX-99.(S)(I)

EX99-2(s)(i)

PNC FUNDS

PNC ADVANTAGE FUNDS

PNC ALTERNATIVE INVESTMENT FUNDS

POWER OF ATTORNEY

Know All Persons by These Presents, that the undersigned, Kelley J. Brennan, hereby constitutes and appoints John M. Loder, Jennifer E. Vollmer, Savonne L. Ferguson and David C. Lebisky, his true and lawful attorneys-in-fact and agent, to execute in his name, place, and stead, in his capacity as Trustee/Director or officer, or both, of PNC Absolute Return Master Fund LLC, PNC Alternative Strategies Master Fund LLC, PNC Long-Short Master Fund LLC, PNC Absolute Return Fund LLC, PNC Alternative Strategies Fund LLC, PNC Long-Short Fund LLC, PNC Absolute Return TEDI Fund LLC, PNC Alternative Strategies TEDI Fund LLC, and PNC Long-Short TEDI Fund LLC,(collectively, the “PNC Alternative Investment Funds”), PNC Funds and PNC Advantage Funds, the Registration Statements and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and either of said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of either of said attorneys being hereby ratified and approved.

DATED: June 11, 2010

/s/ Kelley J. Brennan

Kelley J. Brennan

PNC FUNDS

PNC ADVANTAGE FUNDS

PNC ALTERNATIVE INVESTMENT FUNDS

POWER OF ATTORNEY

Know All Persons by These Presents, that the undersigned, Robert D. Neary, hereby constitutes and appoints John M. Loder, Jennifer E. Vollmer, Savonne L. Ferguson and David C. Lebisky, his true and lawful attorneys-in-fact and agent, to execute in his name, place, and stead, in his capacity as Trustee/Director or officer, or both, of PNC Absolute Return Master Fund LLC, PNC Alternative Strategies Master Fund LLC, PNC Long-Short Master Fund LLC, PNC Absolute Return Fund LLC, PNC Alternative Strategies Fund LLC, PNC Long-Short Fund LLC, PNC Absolute Return TEDI Fund LLC, PNC Alternative Strategies TEDI Fund LLC, and PNC Long-Short TEDI Fund LLC,(collectively, the “PNC Alternative Investment Funds”), PNC Funds and PNC Advantage Funds, the Registration Statements and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and either of said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of either of said attorneys being hereby ratified and approved.

DATED: June 10, 2010

/s/ Robert D. Neary

Robert D. Neary

PNC FUNDS

PNC ADVANTAGE FUNDS

PNC ALTERNATIVE INVESTMENT FUNDS

POWER OF ATTORNEY

Know All Persons by These Presents, that the undersigned, Richard W. Furst, hereby constitutes and appoints John M. Loder, Jennifer E. Vollmer, Savonne L. Ferguson and David C. Lebisky, his true and lawful attorneys-in-fact and agent, to execute in his name, place, and stead, in his capacity as Trustee/Director or officer, or both, of PNC Absolute Return Master Fund LLC, PNC Alternative Strategies Master Fund LLC, PNC Long-Short Master Fund LLC, PNC Absolute Return Fund LLC, PNC Alternative Strategies Fund LLC, PNC Long-Short Fund LLC, PNC Absolute Return TEDI Fund LLC, PNC Alternative Strategies TEDI Fund LLC, and PNC Long-Short TEDI Fund LLC,(collectively, the “PNC Alternative Investment Funds”), PNC Funds and PNC Advantage Funds, the Registration Statements and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and either of said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of either of said attorneys being hereby ratified and approved.

DATED: June 10, 2010

/s/ Richard W. Furst

Richard W. Furst

PNC FUNDS

PNC ADVANTAGE FUNDS

PNC ALTERNATIVE INVESTMENT FUNDS

POWER OF ATTORNEY

Know All Persons by These Presents, that the undersigned, Dale C. LaPorte, hereby constitutes and appoints John M. Loder, Jennifer E. Vollmer, Savonne L. Ferguson and David C. Lebisky, his true and lawful attorneys-in-fact and agent, to execute in his name, place, and stead, in his capacity as Trustee/Director or officer, or both, of PNC Absolute Return Master Fund LLC, PNC Alternative Strategies Master Fund LLC, PNC Long-Short Master Fund LLC, PNC Absolute Return Fund LLC, PNC Alternative Strategies Fund LLC, PNC Long-Short Fund LLC, PNC Absolute Return TEDI Fund LLC, PNC Alternative Strategies TEDI Fund LLC, and PNC Long-Short TEDI Fund LLC,(collectively, the “PNC Alternative Investment Funds”), PNC Funds and PNC Advantage Funds, the Registration Statements and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and either of said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of either of said attorneys being hereby ratified and approved.

DATED: June 10, 2010

/s/ Dale C. LaPorte

Dale C. LaPorte

PNC FUNDS

PNC ADVANTAGE FUNDS

PNC ALTERNATIVE INVESTMENT FUNDS

POWER OF ATTORNEY

Know All Persons by These Presents, that the undersigned, Dorothy A. Berry, hereby constitutes and appoints John M. Loder, Jennifer E. Vollmer, Savonne L. Ferguson and David C. Lebisky, her true and lawful attorneys-in-fact and agent, to execute in her name, place, and stead, in her capacity as Trustee/Director or officer, or both, of PNC Absolute Return Master Fund LLC, PNC Alternative Strategies Master Fund LLC, PNC Long-Short Master Fund LLC, PNC Absolute Return Fund LLC, PNC Alternative Strategies Fund LLC, PNC Long-Short Fund LLC, PNC Absolute Return TEDI Fund LLC, PNC Alternative Strategies TEDI Fund LLC, and PNC Long-Short TEDI Fund LLC,(collectively, the “PNC Alternative Investment Funds”), PNC Funds and PNC Advantage Funds, the Registration Statements and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and either of said attorneys shall have full power and authority to do and perform in her name and on her behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as she might or could do in person, said acts of either of said attorneys being hereby ratified and approved.

DATED: June 10, 2010

/s/ Dorothy A. Berry

Dorothy A. Berry

PNC FUNDS

PNC ADVANTAGE FUNDS

PNC ALTERNATIVE INVESTMENT FUNDS

POWER OF ATTORNEY

Know All Persons by These Presents, that the undersigned, John R. Murphy, hereby constitutes and appoints John M. Loder, Jennifer E. Vollmer, Savonne L. Ferguson and David C. Lebisky, his true and lawful attorneys-in-fact and agent, to execute in his name, place, and stead, in his capacity as Trustee/Director or officer, or both, of PNC Absolute Return Master Fund LLC, PNC Alternative Strategies Master Fund LLC, PNC Long-Short Master Fund LLC, PNC Absolute Return Fund LLC, PNC Alternative Strategies Fund LLC, PNC Long-Short Fund LLC, PNC Absolute Return TEDI Fund LLC, PNC Alternative Strategies TEDI Fund LLC, and PNC Long-Short TEDI Fund LLC,(collectively, the “PNC Alternative Investment Funds”), PNC Funds and PNC Advantage Funds, the Registration Statements and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and either of said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of either of said attorneys being hereby ratified and approved.

DATED: June 10, 2010

/s/ John R. Murphy

John R. Murphy

PNC FUNDS

PNC ADVANTAGE FUNDS

PNC ALTERNATIVE INVESTMENT FUNDS

POWER OF ATTORNEY

Know All Persons by These Presents, that the undersigned, Edward D. Miller, Jr., hereby constitutes and appoints John M. Loder, Jennifer E. Vollmer, Savonne L. Ferguson and David C. Lebisky, his true and lawful attorneys-in-fact and agent, to execute in his name, place, and stead, in his capacity as Trustee/Director or officer, or both, of PNC Absolute Return Master Fund LLC, PNC Alternative Strategies Master Fund LLC, PNC Long-Short Master Fund LLC, PNC Absolute Return Fund LLC, PNC Alternative Strategies Fund LLC, PNC Long-Short Fund LLC, PNC Absolute Return TEDI Fund LLC, PNC Alternative Strategies TEDI Fund LLC, and PNC Long-Short TEDI Fund LLC,(collectively, the “PNC Alternative Investment Funds”), PNC Funds and PNC Advantage Funds, the Registration Statements and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and either of said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of either of said attorneys being hereby ratified and approved.

DATED: June 10, 2010

/s/ Edward D. Miller, Jr.

Edward D. Miller, Jr.

PNC FUNDS

PNC ADVANTAGE FUNDS

PNC ALTERNATIVE INVESTMENT FUNDS

POWER OF ATTORNEY

Know All Persons by These Presents, that the undersigned, L. White Matthews, III, hereby constitutes and appoints John M. Loder, Jennifer E. Vollmer, Savonne L. Ferguson and David C. Lebisky, his true and lawful attorneys-in-fact and agent, to execute in his name, place, and stead, in his capacity as Trustee/Director or officer, or both, of PNC Absolute Return Master Fund LLC, PNC Alternative Strategies Master Fund LLC, PNC Long-Short Master Fund LLC, PNC Absolute Return Fund LLC, PNC Alternative Strategies Fund LLC, PNC Long-Short Fund LLC, PNC Absolute Return TEDI Fund LLC, PNC Alternative Strategies TEDI Fund LLC, and PNC Long-Short TEDI Fund LLC,(collectively, the “PNC Alternative Investment Funds”), PNC Funds and PNC Advantage Funds, the Registration Statements and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and either of said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of either of said attorneys being hereby ratified and approved.

DATED: June 10, 2010

/s/ L. White Matthews, III

L. White Matthews, III

PNC FUNDS

PNC ADVANTAGE FUNDS

PNC ALTERNATIVE INVESTMENT FUNDS

POWER OF ATTORNEY

Know All Persons by These Presents, that the undersigned, Kevin A. McCreadie, hereby constitutes and appoints John M. Loder, Jennifer E. Vollmer, Savonne L. Ferguson and David C. Lebisky, his true and lawful attorneys-in-fact and agent, to execute in his name, place, and stead, in his capacity as Trustee/Director or officer, or both, of PNC Absolute Return Master Fund LLC, PNC Alternative Strategies Master Fund LLC, PNC Long-Short Master Fund LLC, PNC Absolute Return Fund LLC, PNC Alternative Strategies Fund LLC, PNC Long-Short Fund LLC, PNC Absolute Return TEDI Fund LLC, PNC Alternative Strategies TEDI Fund LLC, and PNC Long-Short TEDI Fund LLC,(collectively, the “PNC Alternative Investment Funds”), PNC Funds and PNC Advantage Funds, the Registration Statements and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and either of said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of either of said attorneys being hereby ratified and approved.

DATED: June 28, 2010

/s/ Kevin A. McCreadie

Kevin A. McCreadie

PNC FUNDS

PNC ADVANTAGE FUNDS

PNC ALTERNATIVE INVESTMENT FUNDS

POWER OF ATTORNEY

Know All Persons by These Presents, that the undersigned, John F. Kernan, hereby constitutes and appoints John M. Loder, Jennifer E. Vollmer, Savonne L. Ferguson and David C. Lebisky, his true and lawful attorneys-in-fact and agent, to execute in his name, place, and stead, in his capacity as Trustee/Director or officer, or both, of PNC Absolute Return Master Fund LLC, PNC Alternative Strategies Master Fund LLC, PNC Long-Short Master Fund LLC, PNC Absolute Return Fund LLC, PNC Alternative Strategies Fund LLC, PNC Long-Short Fund LLC, PNC Absolute Return TEDI Fund LLC, PNC Alternative Strategies TEDI Fund LLC, and PNC Long-Short TEDI Fund LLC,(collectively, the “PNC Alternative Investment Funds”), PNC Funds and PNC Advantage Funds, the Registration Statements and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and either of said attorneys shall have full power and authority to do and perform in his name and on his behalf, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to all intents and purposes as he might or could do in person, said acts of either of said attorneys being hereby ratified and approved.

DATED: June 28, 2010

/s/ John F. Kernan

John F. Kernan