CROSS REFERENCE SHEET
                                            PARTS A AND B OF PROSPECTUS

Item No.                              Caption                                     Location in Prospectus
--------                              -------                                     ----------------------
    1.           Outside Front Cover Page..........................  Outside Front Cover Page
    2.           Inside Front and Outside Back Cover Page..........
                                                                     Inside Front and Outside Back Cover Page

    3.           Fee Table and Synopsis............................  Summary of Fund Expenses
    4.           Financial Highlights..............................  Not Applicable
    5.           Plan of Distribution..............................  Outside Front Cover Page; Distribution
                                                                     Arrangements

    6.           Selling Shareholders..............................  Not Applicable
    7.           Use of Proceeds...................................  Use of Proceeds

    8.           General Description of the Registrant.............  Outside Front Cover Page; Investment Objective
                                                                     and Principal Strategies; General Information
    9.           Management........................................  Management of the Fund
    10.          Capital Stock, Long-Term Debt, and Other
                 Securities........................................  Capital Accounts; Distribution Arrangements
    11.          Defaults and Arrears on Senior Securities.........  Not Applicable
    12.          Legal Proceedings.................................  Not Applicable
    13.          Table of Contents of the Statement of Additional

                 Information.......................................  Table of Contents of Statement of Additional
                                                                     Information (SAI)

    14.          Cover Page of SAI.................................  Cover Page (SAI)
    15.          Table of Contents of SAI..........................  Table of Contents (SAI)
    16.          General Information and History...................  Not Applicable
    17.          Investment Objective and Policies.................  Investment Objective and Principal Strategies;

                                                                     Additional Investment Policies (SAI)
    18.          Management........................................  Management of the Fund; Managers (SAI);
                                                                     Investment Advisory and Other Services (SAI)
    19.          Control Persons and Principal Holders of
                 Securities........................................  Not Applicable
    20.          Investment Advisory and Other Services............  Investment Advisory and Other Services (SAI)
    21.          Brokerage Allocation and Other Practices..........  Brokerage (SAI)
    22.          Tax Status........................................  Taxes; Tax Aspects (SAI)
    23.          Financial Statements..............................  Financial Statements (SAI)










9118872.5                                                        vii

                                  Subject to Completion, Dated December __, 2001

                                                    PROSPECTUS

                                     OPPENHEIMER TREMONT OPPORTUNITY FUND, LLC
                                        Limited Liability Company Interests
                                               --------------------


                  INVESTMENT  OBJECTIVE.  The Fund is a newly formed limited  liability  company  registered  under
the Investment Company Act of 1940, as amended,  as a non-diversified,  closed-end  management  investment company.
The Fund's investment  objective is to seek to generate  consistently  absolute returns over various market cycles.
The Fund will  pursue  this  objective  by  investing  primarily  in private  investment  partnerships  and similar
investment vehicles that employ a wide range of specialized investment strategies.


                                                                                      (continued on following page)
--------------------


                  Investing  in the  Fund's  limited  liability  company  interests  ("Interests")  involves a high
degree of risk.  See "RISK FACTORS" beginning on page 16.


                  Neither the Securities and Exchange  Commission nor any state securities  commission has approved
or  disapproved  these  securities  or passed  upon the  adequacy of this  prospectus.  Any  representation  to the
contrary is a criminal offense.

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

                                                    Total Offering
                                                    --------------

Amount....................................       $ 50,000,000
Sales Load1...............................       $   1,250,000
Proceeds to the Fund......................       $ 48,750,000

OppenheimerFunds  Distributor,  Inc. (the  "Distributor")  acts as the  distributor  of Interests on a best efforts
basis,  subject to various  conditions.  Interests are being offered  through the Distributor and other brokers and
dealers  that  have  entered  into  selling  agreements  with  the  Distributor.  Interests  will be  sold  only to
"Qualified  Investors." See "Investor  Qualifications."  The Distributor  expects to deliver Interests purchased in
the  initial  offering  on or about  January  2,  2002,  or such  earlier  or  later  date as the  Distributor  may
determine.  The full  amount  of the sales  load will be  reallowed  by the  Distributor  to  selling  brokers  and
dealers.  In  addition,  the  Distributor  (or one of its  affiliates)  may pay from its own  resources  additional
compensation  to brokers and dealers of up to 1% of the value of Interests  sold by such brokers and dealers.  (See
"Distribution Arrangements.")

                                               --------------------
                                        OppenheimerFunds Distributor, Inc.



(continued from previous page)


                  INVESTMENT  PROGRAM.  The Fund will pursue its  investment  objective by  investing  primarily in
private investment  partnerships and similar investment  vehicles  ("Portfolio Funds") that are managed by a select
group of  alternative  asset managers  ("Portfolio  Managers")  that employ a wide range of specialized  investment
strategies.  It will allocate its assets  dynamically  among a variety of alternative  investment  strategies  that
each  individually  offers the  potential  for  attractive  investment  returns and are expected to blend  together
within the Fund's portfolio to limit the Fund's overall investment  exposure to general trends in equity,  debt and
other  markets.  The  investment  programs of the Portfolio  Managers may include both market  neutral  strategies,
such as long/short equity investing and various types of arbitrage strategies,  as well as directional  strategies,
such as event driven and  distressed  investments.  In allocating the Fund's assets among  Portfolio  Managers that
pursue directional  strategies,  the Fund's investment manager will emphasize  investment programs that it believes
are most likely to achieve  high rates of return  under  prevailing  market  conditions.  Many of these  investment
programs involve the use of hedging and arbitrage  techniques in the equity,  fixed income,  currency and commodity
markets.  Portfolio  Managers may invest and trade in a wide range of instruments and markets,  including,  but not
limited to, U.S. and non-U.S.  equities and equity-related  instruments,  currencies,  financial futures, and fixed
income and other debt-related  instruments.  In connection with their investment programs,  Portfolio Managers will
make use of a variety of sophisticated  investment  techniques that often involve,  among other things, short sales
of  securities,  the use of  leverage  (i.e.,  borrowing  money  for  investment  purposes),  and  transactions  in
derivative  securities and other financial  instruments such as stock options,  index options,  futures  contracts,
and options on futures.  In lieu of  investing  in  Portfolio  Funds,  the Fund may on occasion  retain a Portfolio
Manager  to  manage  a  designated  portion  of the  Fund's  assets  in  accordance  with the  Portfolio  Manager's
specialized  investment  style.  The Fund's  investment  manager will have  primary  responsibility  for  selecting
Portfolio  Managers and  determining  the portion of the Fund's assets to be allocated to each  Portfolio  Manager.
It  will  consider  various  criteria  in  selecting  Portfolio  Managers,  including:  the  historical  investment
performance of the Portfolio  Manager;  its reputation and  experience;  the  effectiveness  of its risk management
systems;  its adherence to its stated investment  philosophy;  the quality and stability of the Portfolio Manager's
organization;  and whether key personnel of the Portfolio  Manager have  substantial  investments  in the Portfolio
Manager's investment program.

                  INVESTMENT  ADVISER.  OppenheimerFunds,  Inc.  (the  "Adviser")  serves as the Fund's  investment
adviser.  It has operated as an investment  adviser since January 1960. The Adviser  (including  its  subsidiaries)
managed more than $120  billion of assets as of September  30, 2001.  Its clients  include the  Oppenheimer  mutual
funds with more than 7 million shareholder accounts.

                  MANAGER.  Tremont  Partners,  Inc.  (the  "Investment  Manager"),  an  affiliate  of the Adviser,
serves as the investment manager and provides  day-to-day  investment  management  services to the Fund, subject to
the general  supervision  of the Adviser.  Since 1984,  the  Investment  Manager and its  affiliates  have provided
alternative  investment solutions to a diverse client base, including financial  institutions,  mutual funds, other
investment companies, investment managers and high net worth individuals.

                  RESTRICTIONS ON TRANSFER.  With very limited  exceptions,  limited liability company interests in
the Fund  ("Interests")  are not transferable and liquidity will be provided only through  repurchase  offers which
may be made from time to time by the Fund as  determined  by the Board of Managers of the Fund (the "Board") in its
sole discretion.  See "Repurchases of Interests and Transfers."

                  REPURCHASES OF INTERESTS.  To provide a limited  degree of liquidity to investors,  the Fund from
time to time will  offer to  repurchase  its  outstanding  Interests  pursuant  to written  tenders  by  investors.
Repurchase  offers  will be made at such  times  and on such  terms as may be  determined  by the Board in its sole
discretion.  The Adviser  expects that it will  recommend to the Board that the Fund offer to repurchase  Interests
as of December 31, 2002,  and  thereafter,  twice each year,  as of the last  business day of March and  September.
The Fund's Limited Liability  Company  Agreement (the "LLC Agreement")  provides that the Fund will be dissolved if
the Interest of any investor that has  submitted a written  request for  repurchase of its Interest,  in accordance
with the terms of the LLC  Agreement,  has not been  repurchased by the Fund within a period of two years after the
investor's  request.  A  redemption  fee equal to 1.00% of the value of an  Interest  (or  portion of an  Interest)
repurchased  by the  Fund  will  apply if the date as of  which  the  Interest  is to be  valued  for  purposes  of
repurchase  is  less  than  one  year  following  the  date of a  Member's  initial  investment  in the  Fund.  See
"Repurchases of Interests and Transfers."

                  MANAGEMENT  FEE AND  INCENTIVE  ALLOCATION.  The Fund will pay the  Adviser  a  monthly  fee (the
"Management Fee") computed at the annual rate of 1.20% of the aggregate value of outstanding  Interests  determined
as of the last day of the month  (before any  repurchases  of  Interests  or the  Incentive  Allocation,  described
below).  See "Management of the Fund--General."

                  The Adviser (or an  affiliated  company of the Adviser that it  designates)  is also  entitled to
receive a  performance-based  allocation  equal to 10% of the net  profits,  if any,  in  excess of the  "Preferred
Return"  that  otherwise  would  have been  credited  to the  capital  account  of each  investor  (the  "Incentive
Allocation").  Generally,  the Incentive  Allocation  will be made as of the end of each calendar year and upon the
repurchase  of an Interest (or a portion of an Interest).  It will apply only to net profits that exceed both:  (i)
any  balance in a "Loss  Recovery  Account"  established  for the  investor;  and (ii) the  Preferred  Return.  The
Preferred Return is an amount  determined by applying an annual  percentage rate equal to 8% to the capital account
balance of an investor as of the  beginning of each fiscal period  within the  applicable  the period for which the
Incentive Allocation is to be determined (an "Allocation Period").

                  With  respect to a repurchase  by the Fund as of a date that would not, but for such  repurchase,
be the end of an Allocation  Period, the Incentive  Allocation will apply on a proportionate  basis if a portion of
an investor's  Interest is repurchased by the Fund. In such case,  the Incentive  Allocation  will be made on a pro
rata  portion of any net  profits  allocable  to the  investor  (based on the  percentage  portion of the  Interest
repurchased),  and by  attributing  a pro rata  portion of both the  Preferred  Return and any  balance in the Loss
Recovery  Account to the portion of the Interest being  repurchased  (with  appropriate  reduction to the Preferred
Return  and the  remaining  balance of the Loss  Recovery  Account as to the  portion of the  Interest  that is not
repurchased).

                  The  Incentive  Allocation  presents  risks that are not  present in funds  without an  incentive
allocation.  The  overall  fees,  expenses  and the  Incentive  Allocation  payable  by the  Fund or  borne  by its
investors will be higher than the fees and expenses of most other registered  investment  companies,  but generally
will be similar to those of many private  investment funds and certain other registered  investment  companies with
investment policies similar to those of the Fund.  See "Management of the Fund--Incentive Allocation."

                  INVESTOR  QUALIFICATIONS.  Interests  are being  offered only to investors  that  represent  that
they are natural persons or companies  (other than  investment  companies) that have a net worth (or in the case of
individuals,  a joint net  worth  with  their  spouse)  of more than  $1,500,000  or that they meet  certain  other
qualification  requirements  ("Qualified  Investors").  The minimum initial  investment in the Fund by any investor
is $50,000,  and the minimum  additional  investment  in the Fund by any investor is $25,000.  Investors  generally
must hold their  Interests  through the  Distributor  or through a broker or dealer that has entered into a selling
agreement with the  Distributor.  Interests are being offered only to investors  that are U.S.  persons for Federal
income tax purposes and may not be purchased by charitable remainder trusts.  See "Investor Qualifications."


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


                  This  prospectus  concisely  provides the  information  that a prospective  investor  should know
about the Fund before  investing.  You are advised to read this  prospectus  carefully  and to retain it for future
reference.  Additional  information about the Fund,  including a statement of additional  information ("SAI") dated
December __, 2001, has been filed with the Securities  and Exchange  Commission.  The SAI is available upon request
and  without  charge  by  writing  the  Fund  at the  address  above  or by  calling  (800)  858-9826.  The  SAI is
incorporated  by reference into this  prospectus in its entirety.  The table of contents of the SAI appears on page
51 of this  prospectus.  The SAI, and other  information  about the Fund,  is also  available on the SEC's  website
(http://www.sec.gov).  The  address  of the  SEC's  Internet  site  is  provided  solely  for  the  information  of
prospective investors and is not intended to be an active link.


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

                  You  should  rely  only  on the  information  contained  in this  prospectus.  The  Fund  has not
authorized  anyone to provide you with different  information.  The Fund is not making an offer of Interests in any
state or other  jurisdiction  where  the  offer is not  permitted.  You  should  not  assume  that the  information
provided by this prospectus is accurate as of any date other than the date on the front of this prospectus.





             TABLE OF CONTENTS

PROSPECTUS SUMMARY.........................1
SUMMARY OF FUND EXPENSES..................16
RISK FACTORS..............................17
USE OF PROCEEDS...........................28
INVESTMENT OBJECTIVE AND PRINCIPAL
STRATEGIES................................28
INVESTMENT MANAGER PERFORMANCE HISTORY....34
MANAGEMENT OF THE FUND....................34
INVESTOR QUALIFICATIONS...................40
REPURCHASES OF INTERESTS AND TRANSFERS....40
CALCULATION OF NET ASSET VALUE............43
CAPITAL ACCOUNTS..........................44
TAXES.....................................46
DISTRIBUTION ARRANGEMENTS.................48
GENERAL INFORMATION.......................49
TABLE OF CONTENTS OF SAI..................45


APPENDIX A - Investor Certification......A-1

APPENDIX B - Investment Manager Performance
Information..............................B-1

APPENDIX C - Limited Liability Company
Agreement................................C-1













                                                PROSPECTUS SUMMARY

                  This is only a summary.  The  summary  does not contain  all of the  information  that you should
consider  before  investing  in the Fund.  You  should  review  the more  detailed  information  contained  in this
prospectus and in the SAI.


The Fund                                                Oppenheimer  Tremont Opportunity Fund, LLC (the "Fund") is a
                                                        newly  formed  limited  liability   company.   The  Fund  is
                                                        registered  as  a  non-diversified,   closed-end  management
                                                        investment  company  under  the  Investment  Company  Act of
                                                        1940,   as   amended   (the   "Investment   Company   Act").
                                                        OppenheimerFunds,  Inc. (the "Adviser") serves as the Fund's
                                                        investment    adviser.    Tremont   Partners,    Inc.   (the
                                                        "Investment Manager"),  an affiliate of the Adviser,  serves
                                                        as the Fund's investment manager.

                                                        Investors who purchase limited  liability  company interests
                                                        in  the  Fund  ("Interests")  in  the  offering,  and  other
                                                        persons who acquire  Interests  and are admitted to the Fund
                                                        by its Board of Managers (the "Board"),  will become members
                                                        of the Fund ("Members").
Investment Objective and Principal Strategies           The  Fund's  investment  objective  is to seek  to  generate
                                                        consistently  absolute  returns over various  market cycles.
                                                        The Fund seeks to achieve this  objective by allocating  its
                                                        assets for  investment  among a select group of  alternative
                                                        asset  managers  ("Portfolio  Managers")  employing  a  wide
                                                        range  of  specialized   investment   strategies.   It  will
                                                        allocate   its  assets   dynamically   among  a  variety  of
                                                        alternative  investment  strategies  that each  individually
                                                        offer the potential for  attractive  investment  returns and
                                                        are expected to blend together  within the Fund's  portfolio
                                                        to limit the Fund's overall  investment  exposure to general
                                                        trends in equity,  debt and other  markets.  The  Investment
                                                        Manager  is  primarily   responsible   for   selecting   the
                                                        Portfolio  Managers  and  determining  the  portion  of  the
                                                        Fund's  assets to be  allocated to each  Portfolio  Manager,
                                                        subject to the  general  supervision  of the Adviser and the
                                                        Board.  The Fund will implement these  allocation  decisions
                                                        by investing  primarily in private  investment  partnerships
                                                        and  similar   investment   vehicles  that  are  managed  by
                                                        Portfolio Managers ("Portfolio Funds").

                                                        The  investment  programs  of  the  Portfolio  Managers  may
                                                        include both market neutral  strategies,  such as long/short
                                                        equity investing and various types of arbitrage  strategies,
                                                        as well as directional strategies,  such as event driven and
                                                        distressed  investments.  Although some  Portfolio  Managers
                                                        may pursue  strategies that  historically have exhibited low
                                                        correlation to traditional  equity markets,  other Portfolio
                                                        Managers may pursue  directional  strategies.  In allocating
                                                        the Fund's  assets  among  Portfolio  Managers  that  pursue
                                                        directional   strategies,   the   Investment   Manager  will
                                                        emphasize  investment  programs  that it  believes  are most
                                                        likely to  achieve  high  rates of return  under  prevailing
                                                        market  conditions.  Many  of  the  investment  programs  of
                                                        Portfolio  Managers involve the use of hedging and arbitrage
                                                        techniques  in  the  equity,  fixed  income,   currency  and
                                                        commodity  markets.   These  investment  programs  employ  a
                                                        variety  of   sophisticated   investment   techniques   that
                                                        include, among other things, short sales of securities,  use
                                                        of   leverage   (i.e.,   borrowing   money  for   investment
                                                        purposes),  and  transactions  in derivative  securities and
                                                        other  financial  instruments  such as stock options,  index
                                                        options,   futures   contracts   and   options  on  futures.
                                                        Portfolio  Managers'  use of  these  techniques  will  be an
                                                        integral  part of their  investment  programs,  and involves
                                                        significant risks to the Fund.

                                                        The  investment  strategies  of the  Portfolio  Managers may
                                                        include, among others:
                                                        o        long/short equity;
                                                        o        equity hedging and arbitrage;
                                                        o        fixed income hedging and arbitrage;
                                                        o        currency hedging and arbitrage;
                                                        o        index arbitrage ;
                                                        o        interest rate arbitrage;
                                                        o        merger arbitrage;
                                                        o        convertible bond and warrant hedging;
                                                        o        statistical long/short equity strategies;
                                                        o        pairs trading;
                                                        o        event driven; and
                                                        o        distressed issuer investing.

                                                        These strategies are described under "Investment  Objectives
                                                        and Principal Strategies - The Fund's Investment Program."

                                                        Portfolio   Managers  will  generally  invest  primarily  in
                                                        marketable  securities,  although certain Portfolio Managers
                                                        may also invest in  privately  placed  securities  and other
                                                        investments  that are  illiquid.  Interests in the Portfolio
                                                        Funds will not  themselves be marketable  and will only have
                                                        limited  liquidity.  Portfolio Managers may invest and trade
                                                        in a wide range of instruments and markets,  including,  but
                                                        not  limited  to,   domestic   and  foreign   equities   and
                                                        equity-related instruments,  currencies,  financial futures,
                                                        and  fixed  income  and  other   debt-related   instruments.
                                                        Portfolio  Managers  are  generally  not  limited  as to the
                                                        markets   (either  by  location  or  type,   such  as  large
                                                        capitalization,  small  capitalization or non-U.S.  markets)
                                                        in which they may invest or the investment  discipline  that
                                                        they may  employ  (such as value or growth or  bottom-up  or
                                                        top-down analysis).

                                                        Portfolio  Funds in which the Fund will  invest may  include
                                                        private  investment  limited  partnerships,  joint ventures,
                                                        other  investment  companies and similar entities managed by
                                                        Portfolio  Managers.  In addition,  the Fund may on occasion
                                                        retain one or more  Portfolio  Managers to manage and invest
                                                        designated   portions  of  the  Fund's  assets   (either  as
                                                        separately   managed   accounts  or  by  creating   separate
                                                        investment  vehicles in which a Portfolio Manager will serve
                                                        as general  partner of the  vehicle and the Fund will be the
                                                        sole limited  partner).  (Any  arrangement in which the Fund
                                                        retains  a  Portfolio   Manager  to  manage  an  account  or
                                                        investment  vehicle  for  the  Fund  is  referred  to  as  a
                                                        "Portfolio Account.")

                                                        The  Investment  Manager will select  Portfolio  Managers on
                                                        the basis of various criteria,  generally  including,  among
                                                        other things:  the Portfolio  Manager's  performance  during
                                                        various  time  periods  and  market  cycles;  the  Portfolio
                                                        Manager's   reputation,   experience   and   training;   its
                                                        articulation   of,  and   adherence   to,   its   investment
                                                        philosophy;  the  presence and deemed  effectiveness  of its
                                                        risk management  discipline;  results of on-site  interviews
                                                        of the  management  team;  the quality and  stability of the
                                                        Portfolio  Manager's  organization,  including  internal and
                                                        external   professional   staff;   and  the   existence   of
                                                        substantial   investments   in   the   Portfolio   Manager's
                                                        investment   program  by  key  personnel  of  the  Portfolio
                                                        Manager.

                                                        The  Investment   Manager  will   regularly   evaluate  each
                                                        Portfolio   Manager  to  determine  whether  its  investment
                                                        program is consistent with the Fund's  investment  objective
                                                        and  whether its  investment  performance  is  satisfactory.
                                                        Based on these  evaluations,  the  Investment  Manager  will
                                                        allocate and  reallocate  the Fund's assets among  Portfolio
                                                        Managers and may  terminate or add Portfolio  Managers.  The
                                                        termination  of  Portfolio  Managers  and  the  addition  of
                                                        Portfolio  Managers  that do not manage  Portfolio  Accounts
                                                        will not require the approval of Members.

                                                        See "Investment Objective and Principal Strategies."

                                                        An investment in the Fund involves  substantial risks and no
                                                        assurance  can be  given  that  the Fund  will  achieve  its
                                                        investment objective.
The Investment Adviser                                  The Fund's investment adviser,  OppenheimerFunds,  Inc., has
                                                        operated as an investment  adviser  since January 1960.  The
                                                        Adviser (including its subsidiaries)  managed more than $120
                                                        billion of assets as of  September  30,  2001.  Its  clients
                                                        include  the  Oppenheimer  mutual  funds  with  more  than 7
                                                        million shareholder accounts.

                                                        Pursuant to an investment  advisory  agreement with the Fund
                                                        (the "Advisory  Agreement"),  the Adviser is responsible for
                                                        developing,   implementing   and   supervising   the  Fund's
                                                        investment  program.  The Adviser is authorized,  subject to
                                                        the approval of the Board and Members,  to retain one of its
                                                        affiliates to provide any or all of the investment  advisory
                                                        services  required  to be  provided to the Fund or to assist
                                                        the Adviser in providing  these  services.  See  "Management
                                                        of the Fund--General."

                                                        In  consideration of services  provided by the Adviser,  the
                                                        Fund will pay the  Adviser a  monthly  fee (the  "Management
                                                        Fee")  computed at the annual rate of 1.20% of the aggregate
                                                        value of  outstanding  Interests  determined  as of the last
                                                        day of the month  (before any  repurchases  of  Interests or
                                                        Incentive  Allocations).  See  "Management  of the Fund." In
                                                        addition,  the  Adviser  (or an  affiliated  company  of the
                                                        Adviser  that it  designates)  is entitled to be the special
                                                        advisory member of the Fund (the "Special  Advisory Member")
                                                        and  to  receive  in  such   capacity  a   performance-based
                                                        incentive  allocation  that is determined as a percentage of
                                                        the net  profits in excess of a preferred  return  otherwise
                                                        allocable to each Member and allocated to a capital  account
                                                        in  the  Fund  maintained   solely  for  this  purpose  (the
                                                        "Special   Advisory   Account").   See  "Management  of  the
                                                        Fund--Incentive Allocation."
The Investment Manager                                  The  Investment  Manager,  an affiliate of the Adviser,  has
                                                        been  retained  by  the  Adviser  to  serve  as  the  Fund's
                                                        investment   manager  and  is   responsible   for  providing
                                                        day-to-day  investment  management  services  to  the  Fund,
                                                        subject to the  supervision of the Adviser.  Since 1984, the
                                                        Investment   Manager  and  its   affiliates   have  provided
                                                        alternative  investment  solutions to a diverse client base,
                                                        including  financial   institutions,   mutual  funds,  other
                                                        investment  companies and high net worth individuals.  These
                                                        services   include   tracking  and  evaluating   over  2,000
                                                        domestic  and  offshore  investment  funds.  The  Investment
                                                        Manager  and  its  affiliates   were   responsible  for  the
                                                        allocation  of  over  $8  billion  of  client  assets  among
                                                        alternative  investment  strategies,  as  of  September  30,
                                                        2001.  The  Adviser  will  pay  the  Investment   Manager  a
                                                        monthly  fee equal to 50% of the  amount  of the  Management
                                                        Fee  earned  by  the  Adviser   pursuant  to  the   Advisory
                                                        Agreement.  See "Management  of the Fund." In addition,  the
                                                        Adviser  has  designated  the  Investment   Manager  as  the
                                                        Special   Advisory   Member  entitled  to  receive  in  such
                                                        capacity a  performance-based  incentive  allocation that is
                                                        determined  as a percentage  of the net profits in excess of
                                                        a preferred return otherwise  allocable to each Member.  The
                                                        Investment  Manager's  retention  as the  Fund's  investment
                                                        manager was  approved by the Board and was also  approved by
                                                        the Adviser as the Fund's sole initial Member.
Incentive Allocation                                    The Adviser (or an  affiliated  company of the Adviser  that
                                                        it  designates)  is entitled to receive a  performance-based
                                                        allocation  equal  to 10% of the net  profits,  if  any,  in
                                                        excess of the  "Preferred  Return"  (described  below)  that
                                                        otherwise  would have been  credited to the capital  account
                                                        of each Member (the "Incentive  Allocation").  The Incentive
                                                        Allocation  will  be  debited  from  each  Member's  capital
                                                        account and credited to the Special  Advisory  Account,  and
                                                        generally  will be made as of the end of each  calendar year
                                                        (commencing  December 31, 2002),  and upon the repurchase of
                                                        the  Member's  Interest  (or any portion  thereof).  It will
                                                        apply only to net  profits  for the  applicable  period that
                                                        exceed both:  (i) the  Preferred Return for the period;  and
                                                        (ii) any  balance in a "Loss  Recovery  Account"  (described
                                                        below) established for the Member.

                                                        The Preferred Return is an amount  determined by applying an
                                                        annual  percentage  rate equal to 8% to the capital  account
                                                        balance  of a  Member  as of the  beginning  of each  fiscal
                                                        period  within  the  applicable  the  period  for  which the
                                                        Incentive  Allocation  is to be determined  (an  "Allocation
                                                        Period").

                                                        The Incentive  Allocation  will be made only with respect to
                                                        net  profits  allocable  to a Member that exceed any balance
                                                        in the Member's  Loss  Recovery  Account.  The Loss Recovery
                                                        Account is a memorandum  account with respect to each Member
                                                        that has an  initial  balance  of zero.  As of the first day
                                                        after the close of each  Allocation  Period,  the balance of
                                                        the  account  is  adjusted  in the  manner  provided  by the
                                                        Fund's  Limited   Liability   Company  Agreement  (the  "LLC
                                                        Agreement")  to  increase  the balance to reflect net losses
                                                        allocated  to the Member and to decrease  the  balance  (but
                                                        not below zero) to reflect any net profits  allocated to the
                                                        Member.  The Loss Recovery  Account  operates to assure that
                                                        a Member is not subject to the  Incentive  Allocation on net
                                                        profits except to the extent they exceed prior net losses.

                                                        With respect to a  repurchase  by the Fund as of a date that
                                                        would  not,  but  for  such  repurchase,  be  the  end of an
                                                        Allocation Period, the Incentive  Allocation will apply on a
                                                        proportionate  basis if a portion of a Member's  Interest is
                                                        repurchased  by  the  Fund.  In  such  case,  the  Incentive
                                                        Allocation  will be made on a pro  rata  portion  of any net
                                                        profits  allocable  to the Member  (based on the  percentage
                                                        portion of the Interest  repurchased),  and by attributing a
                                                        pro rata portion of the Preferred  Return and any balance in
                                                        the Loss  Recovery  Account to the  portion of the  Interest
                                                        being  repurchased   (with  appropriate   reduction  to  the
                                                        Preferred  Return  and the  remaining  balance  of the  Loss
                                                        Recovery  Account as to the portion of the Interest  that is
                                                        not  repurchased).  See  "Management  of the  Fund--Incentive
                                                        Allocation."

                                                        The Adviser has  designated  the  Investment  Manager as the
                                                        Special  Advisory Member of the Fund entitled to receive the
                                                        Incentive Allocation.  See "Management of the Fund--General."
Administration Fee                                      Pursuant  to an  Administration  Agreement  between the Fund
                                                        and the  Adviser,  the Fund  will pay the  Adviser a monthly
                                                        fee  computed at the annual  rate of 0.25% of the  aggregate
                                                        value of  outstanding  Interests  determined  as of the last
                                                        day of the month  (before any  repurchases  of  Interests or
                                                        Incentive   Allocations)   in   consideration   for  certain
                                                        administrative   services   provided  to  the  Fund  by  the
                                                        Adviser.   See   "Management   of  the   Fund--Administrative
                                                        Services."
Investor Servicing Fee                                  The  Fund  will pay a fee to  OppenheimerFunds  Distributor,
                                                        Inc. (the  "Distributor")  to reimburse it for payments made
                                                        to broker-dealers  and certain financial  advisers that have
                                                        agreed to provide  ongoing  investor  services  and  account
                                                        maintenance  services  to  investors  in the  Fund  that are
                                                        their customers  ("Investor  Service  Providers").  This fee
                                                        will be  paid  quarterly  and  will  be in an  amount,  with
                                                        respect to each  Investor  Service  Provider,  not to exceed
                                                        the  lesser of:  (i) 0.50% (on an  annualized  basis) of the
                                                        aggregate  value of outstanding  Interests held by investors
                                                        that receive  services from the Investor  Service  Provider,
                                                        determined  as of  the  last  day of  the  calendar  quarter
                                                        (before  any  repurchases  of  Interests  or  the  Incentive
                                                        Allocation);  or (ii) the  Distributor's  actual payments to
                                                        the  Investor  Service  Provider.  See  "Management  of  the
                                                        Fund--Investor Servicing Arrangements."

Borrowing                                               The  Fund is  authorized  to  borrow  money  for  investment
                                                        purposes,   to  meet   repurchase   requests  and  for  cash
                                                        management  purposes.  Borrowings by the Fund, including any
                                                        borrowings on behalf of Portfolio Accounts,  will be subject
                                                        to a 300% asset  coverage  requirement  under the Investment
                                                        Company Act.  Borrowings by Portfolio  Funds are not subject
                                                        to  this  requirement.   Any  borrowings  by  the  Fund  for
                                                        investment  purposes (a practice know as "leverage") will be
                                                        made  solely for  Portfolio  Accounts  and  involve  certain
                                                        risks.   See  "Risk  Factors  -  Leverage;   Borrowing"  and
                                                        "Investment  Objective and Principal Strategies - Borrowing;
                                                        Use of Leverage."

Investor Qualifications                                 Interests   are  being   offered  only  to  investors   that
                                                        represent  that they are  individuals  or  companies  (other
                                                        than investment  companies) that have a net worth (or in the
                                                        case of  individuals,  a joint net worth with their  spouse)
                                                        of more than  $1,500,000  or that they  meet  certain  other
                                                        qualification   requirements  ("Qualified  Investors").   In
                                                        addition,  Interests  are being  offered  only to  investors
                                                        that are U.S.  persons for Federal  income tax  purposes and
                                                        may not be purchased by charitable remainder trusts.

                                                        Before an investor may invest in the Fund,  the  Distributor
                                                        or  the  investor's  sales  representative  will  require  a
                                                        certification  from  the  investor  that  it is a  Qualified
                                                        Investor and that it will not  transfer its Interest  except
                                                        in  the  limited  circumstances   permitted  under  the  LLC
                                                        Agreement.  (The form of  investor  certification  that each
                                                        investor  will be asked to sign is  contained  in Appendix A
                                                        of this  prospectus.) If an investor's  certification is not
                                                        received on or before the date  Interests  are to be issued,
                                                        the  investor's  order will not be accepted.  See  "Investor
                                                        Qualifications."

Investor Suitability                                    An investment in the Fund involves substantial risks.

                                                        It is possible  that an investor may lose some or all of its
                                                        investment.   Before  making  an  investment  decision,   an
                                                        investor   should  (i)  consider  the  suitability  of  this
                                                        investment  with respect to its  investment  objectives  and
                                                        personal  situation  and (ii)  consider  factors such as its
                                                        personal  net  worth,   income,   age,  risk  tolerance  and
                                                        liquidity needs.

The Offering                                            The Fund is offering  $50,000,000  in Interests  through the
                                                        Distributor,  and  through  brokers  and  dealers  that have
                                                        entered into selling  agreements with the  Distributor.  See
                                                        "Distribution  Arrangements."  The  Distributor  may  accept
                                                        orders  for any  lesser  amount.  It is  expected  that  the
                                                        initial  offering  of  Interests  will  close on  January 2,
                                                        2002.  Subsequent to the initial  offering,  Interests  will
                                                        be offered  and may be  purchased  on a monthly  basis or at
                                                        such other times as may be determined by the Board.

                                                        The minimum  initial  investment  in the Fund by an investor
                                                        is  $50,000   (including   the   applicable   sales   load).
                                                        Subsequent  investments must be at least $25,000  (including
                                                        the  applicable  sales  load).   Investments  of  less  than
                                                        $500,000   are   subject   to  a  sales  load  of  2.5%  and
                                                        investments  of  $500,000 or more will be subject to a sales
                                                        load of 1.5%,  in each case  computed as a percentage of the
                                                        public  offering  price.   Under  a  right  of  accumulation
                                                        offered  by  the  Fund,   the  amount  of  each   additional
                                                        investment in the Fund by a Member will be  aggregated  with
                                                        the amount of the Member's initial  investment and any other
                                                        additional  investments  by the  Member in  determining  the
                                                        applicable  sales  load.  The  right  of  accumulation  also
                                                        applies to investments  in the Fund by an investor's  spouse
                                                        and investments for certain related  accounts.  In addition,
                                                        no  sales  load  will  be   charged  to  certain   types  of
                                                        investors.  To be  eligible to receive a waiver of the sales
                                                        load,  an  investor  must  advise  the  Distributor  or  the
                                                        selling  broker or dealer  when  making an  investment.  See
                                                        "Distribution Arrangements."

                                                        The  full  amount  of the  sales  load is  reallowed  by the
                                                        Distributor  to selling  brokers and  dealers.  In addition,
                                                        the  Distributor (or one of its affiliates) may pay from its
                                                        own  resources   additional   compensation  to  brokers  and
                                                        dealers of up to 1% of the value of  Interests  sold by such
                                                        brokers and dealers.

Distribution Policy                                     The  Fund  has  no  present  intention  of  making  periodic
                                                        distributions  of its  net  income  or  gains,  if  any,  to
                                                        Members.  The  amount  and times of  distributions,  if any,
                                                        will be  determined  in the sole  discretion  of the  Board.
                                                        Whether  or not  distributions  are  made,  Members  will be
                                                        required  each  year to pay  applicable  Federal  and  state
                                                        income taxes.
Unlisted Closed-End Structure;                          The  Fund is a  closed-end  management  investment  company.
   Limited Liquidity and                                Closed-end funds differ from open-end management  investment
   Transfer Restrictions                                companies   (commonly   known  as  mutual   funds)  in  that
                                                        investors in a  closed-end  fund,  such as the Fund,  do not
                                                        have the right to redeem  their  shares  or  interests  on a
                                                        daily basis.

                                                        In addition,  there is no public  market for  Interests  and
                                                        none is expected to develop.  With very limited  exceptions,
                                                        Interests  are  not  transferable,  and  liquidity  will  be
                                                        provided  only through  repurchase  offers made from time to
                                                        time  by  the  Fund,  as  described  below.  If an  investor
                                                        attempts to transfer  its  Interest in  violation of the LLC
                                                        Agreement,  the transfer  will not be permitted  and will be
                                                        void. An  investment in the Fund is therefore  suitable only
                                                        for  investors  who can bear the risks  associated  with the
                                                        limited  liquidity  of  Interests  and should be viewed as a
                                                        long-term investment.

                                                        Interests   generally   may  be  held   only   through   the
                                                        Distributor  or a broker or dealer that has  entered  into a
                                                        selling agreement with the Distributor.
Repurchases of Interests                                No Member  will have the right to require the Fund to redeem
                                                        the  Member's  Interest.  The  Fund  from  time to time  may
                                                        offer  to  repurchase   outstanding  Interests  pursuant  to
                                                        written tenders by Members.  Repurchase  offers will be made
                                                        at such times and on such terms as may be  determined by the
                                                        Board in its sole  discretion,  and generally will be offers
                                                        to  repurchase  a  specified  dollar  amount of  outstanding
                                                        Interests.  The Adviser  expects  that it will  recommend to
                                                        the Board that the Fund offer to repurchase  Interests as of
                                                        December 31, 2002,  and  thereafter,  twice each year, as of
                                                        the last business day of March and  September.  A redemption
                                                        fee equal to 1.00% of the value of an  Interest  (or portion
                                                        of an  Interest)  repurchased  by the Fund will apply if the
                                                        date as of which the  Interest is to be valued for  purposes
                                                        of repurchase is less than one year  following the date of a
                                                        Member's  initial  investment  in the Fund.  If  applicable,
                                                        the  redemption  fee will be deducted  before payment of the
                                                        proceeds of a repurchase.  The LLC  Agreement  provides that
                                                        the Fund will be  dissolved  if the  Interest  of any Member
                                                        that has submitted a written  request for  repurchase of its
                                                        Interest,   in   accordance   with  the  terms  of  the  LLC
                                                        Agreement,  has not been  repurchased  by the Fund  within a
                                                        period of two years after the Member's request.

                                                        If a  repurchase  offer is  oversubscribed  by  Members  who
                                                        tender  Interests,  the Fund will repurchase only a pro rata
                                                        portion  of  the  Interest   tendered  by  each  Member.  In
                                                        addition,  a  Member  who  tenders  for  repurchase  only  a
                                                        portion  of an  Interest  will be  required  to  maintain  a
                                                        minimum  capital  account  balance  of  $50,000,  net of the
                                                        amount of the  Incentive  Allocation,  if any, that is to be
                                                        debited  from the  capital  account  of the Member as of the
                                                        date that the Fund  values  Interests  for  repurchase.  The
                                                        Fund  maintains  the  right  to  reduce  the  portion  of an
                                                        Interest  to be  repurchased  from  a  Member  so  that  the
                                                        required minimum capital account balance is maintained.

                                                        The Fund may redeem  all or part of an  Interest  if,  among
                                                        other reasons,  the Adviser  determines  that it would be in
                                                        the best  interests of the Fund to do so. The Fund  reserves
                                                        the right to  reduce  that  portion  of the  Interest  to be
                                                        purchased  from a Member to maintain  the  Member's  capital
                                                        account  balance at $50,000 if a Member tenders a portion of
                                                        an Interest and the  repurchase  of that portion would cause
                                                        the  Member's  capital  account  balance  to fall below this
                                                        required   minimum.   See   "Repurchases  of  Interests  and
                                                        Transfers--No  Right of Redemption"  and  "--Repurchases  of
                                                        Interests."
Taxation
                                                        Special  Fund  Counsel has rendered an opinion that the Fund
                                                        will be treated as a partnership  and not as an  association
                                                        taxable as a  corporation  for Federal  income tax purposes.
                                                        Special  Fund Counsel has also  rendered  its opinion  that,
                                                        under  a  "facts  and  circumstances"   test  set  forth  in
                                                        regulations  adopted by the U.S.  Treasury  Department,  the
                                                        Fund will not be treated as a "publicly traded  partnership"
                                                        taxable as a corporation.  Accordingly,  the Fund should not
                                                        be subject to Federal  income  tax,  and each Member will be
                                                        required  to  report  on its  own  annual  tax  return  such
                                                        Member's  distributive share of the Fund's taxable income or
                                                        loss.

                                                        If it were  determined that the Fund should be treated as an
                                                        association or a publicly  traded  partnership  taxable as a
                                                        corporation  (as a result of a  successful  challenge to the
                                                        opinions rendered by counsel to the Fund or otherwise),  the
                                                        taxable  income of the Fund would be  subject  to  corporate
                                                        income tax and any  distributions  of profits  from the Fund
                                                        would be treated as dividends.  See "Taxes."
ERISA Plans And Other                                   Because  the  Fund and  Portfolio  Funds  may use  leverage,
   Tax-Exempt Entities                                  investors   subject  to  the  Employee   Retirement   Income
                                                        Security  Act  of  1974   ("ERISA")  and  other   tax-exempt
                                                        investors  may incur income tax  liability to the extent the
                                                        Fund's  transactions are treated as giving rise to unrelated
                                                        business  taxable  income.  The  Fund  is not  designed  for
                                                        investment by charitable  remainder  trusts and,  therefore,
                                                        such trusts may not purchase Interests.  See "Taxes."
Risks and Special Considerations                        An  investment in the Fund  involves  substantial  risks and
                                                        special considerations, including the following:
                                                        o        Investing  in the  Fund  can  result  in a loss  of
                                                                 capital invested.
                                                        o        Various risks are  associated  with the  securities
                                                                 and other  instruments in which Portfolio  Managers
                                                                 may   invest   and   the   specialized   investment
                                                                 techniques they may use.
                                                        o        The Fund is, and  certain  Portfolio  Funds may be,
                                                                 newly formed and have no operating histories.
                                                        o        Interests are subject to  substantial  restrictions
                                                                 on transfer and have limited liquidity.
                                                        o        The Fund is a non-diversified fund.
                                                        o        Portfolio    Managers    will   charge   the   Fund
                                                                 asset-based   fees  and  typically   will  also  be
                                                                 entitled      to     receive      performance-based
                                                                 allocations.  These  are in  addition  to the  fees
                                                                 and Incentive Allocation imposed by the Fund.
                                                        o        Performance-based     allocations     may    create
                                                                 incentives   for  the   Investment   Manager  or  a
                                                                 Portfolio Manager to make risky investments.
                                                        o        The Adviser,  the Investment  Manager and Portfolio
                                                                 Managers  have  conflicts  of  interest.  Portfolio
                                                                 Managers  may,  in  pursuing  independently  of one
                                                                 another  their  respective  investment  objectives,
                                                                 effect offsetting transactions,  which could result
                                                                 in the Fund  bearing  transactional  costs  without
                                                                 obtaining any benefit.
                                                        o        Portfolio  Funds  generally  will not be registered
                                                                 as  investment   companies   under  the  Investment
                                                                 Company Act.
                                                        o        The Investment  Manager may have little or no means
                                                                 of independently  verifying information provided by
                                                                 Portfolio Managers.
                                                        o        Investors    will   bear   fees,    expenses    and
                                                                 performance-based  allocations  at the  Fund  level
                                                                 and  also  at  the  Portfolio   Fund  or  Portfolio
                                                                 Account level.
                                                        o        The  Fund  may  be  subject  to   performance-based
                                                                 allocations  by  Portfolio  Managers  even  if  the
                                                                 Fund's overall returns are negative.
                                                        o        The  Fund  may make  additional  investments  in or
                                                                 effect  withdrawals  from  Portfolio  Funds only at
                                                                 certain times.
                                                        o        The Fund may receive  securities  that are illiquid
                                                                 or   difficult   to   value  in   connection   with
                                                                 withdrawals and distributions from Portfolio Funds.
                                                        o        Delays in  Portfolio  Manager  reporting  may delay
                                                                 reports  to  Members  and  require  Members to seek
                                                                 extensions  of  the  deadline  to  file  their  tax
                                                                 returns.
                                                        o        The fees and performance-based  allocations payable
                                                                 by the Fund and  Members  are higher  than those of
                                                                 most other registered investment companies.

                                                        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  or any  Portfolio  Manager  will  be
                                                        successful,  that the various  Portfolio  Managers  selected
                                                        will produce  positive returns or that the Fund will achieve
                                                        its investment objective.
                                                        See "Risk Factors."








          SUMMARY OF FUND EXPENSES

                  The    following     table
illustrates  the  expenses and fees that the
Fund  expects  to incur  and that  investors
can expect to bear.


Investor Transaction Expenses
     Maximum Sales Load (as a percentage of
offering price)............................2.50%  (1)
     Redemption Fee (as percentage of value
of Interest repurchased)...................1.00%
        (applies to repurchases less than
     one year after date of initial
     investment)


Annual Expenses (as a percentage of net
     assets attributable to
     Interests)
     Management

                                                                                          Fee.............................................................1.20%
     Administration
Fee.........................................................0.25%
Investor Servicing
Fee..........................................................0.50%
Other
     expenses..................................................................0.40%
                                                                        Total annual expenses
        (excluding Incentive Allocation)...2.35%

     Incentive Allocation.................10.00%  (2)
        (as percentage of net profits in
     excess of Preferred Return)

     (1)      Investments   of   less   than
              $500,000   are  subject  to  a
              sales   load   of   2.5%   and
              investments   of  $500,000  or
              more  will  be  subject  to  a
              sales  load of  1.5%,  in each
              case  as a  percentage  of the
              public offering  price.  Under
              a   right   of    accumulation
              offered   by  the  Fund,   the
              amount   of  each   additional
              investment  in the  Fund  by a
              Member   will  be   aggregated
              with   the   amount   of   the
              Member's  initial   investment
              and   any   other   additional
              investments  by the  Member in
              determining   the   applicable
              sales  load.   No  sales  load
              will  be  charged  to  certain
              types   of   investors.    See
              "Distribution Arrangements."


     (2)      The Adviser  (or an  affiliate
              of   the   Adviser   that   it
              designates)   is  entitled  to
              receive  a   performance-based
              allocation  equal  to  10%  of
              the net  profits,  if any,  in
              excess   of   the   "Preferred
              Return" that  otherwise  would
              have  been   credited  to  the
              capital    account   of   each
              Member     (the     "Incentive
              Allocation").   The  Preferred
              Return     is    an     amount
              determined   by   applying  an
              annual  percentage  rate equal
              to 8% to the  capital  account
              balance  of a Member as of the
              beginning   of   each   fiscal
              period  within the  applicable
              the   period   for  which  the
              Incentive  Allocation is to be
              determined.    The   Incentive
              Allocation   will  be  debited
              from  each  Member's   capital
              account  and   credited  to  a
              capital   account   maintained
              solely for this  purpose  (the
              "Special  Advisory  Account"),
              and generally  will be made as
              of the  end of  each  calendar
              year (commencing  December 31,
              2002),     and     upon    the
              repurchase   of  the  Member's
              Interest    (or   a    portion
              thereof).     The    Incentive
              Allocation  will be made  only
              with  respect  to net  profits
              allocable  to  a  Member  that
              exceed  any   balance  in  the
              Member's     Loss     Recovery
              Account.  See  "Management  of
              the             Fund--Incentive
              Allocation."

                  The  purpose  of the table
above is to assist prospective  investors in
understanding    the   various   costs   and
expenses  investors  in the Fund  will  bear
directly or  indirectly.  "Other  expenses,"
as shown  above,  is an  estimate,  assuming
Fund  net  assets  of  $100  million.  For a
more  complete  description  of the  various
costs  and   expenses   of  the  Fund,   see
"Management of the Fund."


                 Example 1
                 ---------




                   1 Year
                   ------
                  3 Years
                  -------
                  5 Years
                  -------
                  10 Years
                  --------

An investor would pay the following
expenses on a $1,000 investment
(including the Incentive Allocation),
assuming a 10% annual return that
exceeds the Preferred Return in each
period:




                   $-----




                   $-----




                   $-----




                   $-----













                 Example 2
                 ---------





                   1 Year
                   ------
                  3 Years
                  -------
                  5 Years
                  -------
                  10 Years
                  --------

An investor would pay the following
expenses on a $50,000 investment
(including the Incentive Allocation),
assuming a 10% annual return that
exceeds the Preferred Return in each
period:




                   $-----




                   $-----




                   $-----




                   $-----





                  The  Examples  are  based on the fees and  expenses  set forth  above,  including  the  Incentive
Allocation,  and 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 greater or less than the  hypothetical  10%
return  assumed in the  Examples.  If the actual  rate of return  exceeds  10%,  or if the  difference  between the
Fund's actual rate of return and Preferred  Return is greater than the  difference  assumed in the Examples  above,
the dollar  amounts  of  expenses  (which for  purposes  of the  Examples  are  assumed  to include  the  Incentive
Allocation) could be significantly higher because of the Incentive Allocation.


                                                   RISK FACTORS

                  An investment in the Fund involves  substantial risks,  including the risk that the entire amount
invested  may be lost.  The Fund  allocates  its assets to Portfolio  Managers and invests in Portfolio  Funds that
invest in and  actively  trade  securities  and other  financial  instruments  using a variety  of  strategies  and
investment  techniques  that may involve  significant  risks.  Various risks are also associated with an investment
in the Fund,  including risks relating to the  multi-manager  structure of the Fund, risks relating to compensation
arrangements and risks relating to the limited liquidity of Interests.

                  Prospective   investors  should  consider  the  following  factors  in  determining   whether  an
investment  in the Fund is a suitable  investment.  However,  the risks  enumerated  below  should not be viewed as
encompassing  all of the risks  associated with an investment in the Fund.  Prospective  investors should read this
entire  prospectus  and the statement of additional  information of the Fund (the "SAI") and consult with their own
advisers before deciding  whether to invest.  In addition,  as the Fund's  investment  program develops and changes
over time (subject to limitations  established by the Fund's investment  policies and restrictions),  an investment
in the Fund may in the future be subject to additional and different risk factors.

INVESTMENT-RELATED RISKS

                  General  Economic  and Market  Conditions.  The success of the Fund's  investment  program may be
affected by 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.  These
factors  may affect  the level and  volatility  of  securities  prices and the  liquidity  of  investments  held by
Portfolio  Funds  and  Portfolio   Accounts.   Unexpected   volatility  or  illiquidity  could  impair  the  Fund's
profitability or result in losses.

                  Highly  Volatile  Markets.  The prices of commodities  contracts and all derivative  instruments,
including  futures and options,  can be highly volatile.  Price movements of forward,  futures and other derivative
contracts  in which a Portfolio  Fund's or Portfolio  Account's  assets may be invested  are  influenced  by, among
other things,  interest  rates,  changing supply and demand  relationships,  trade,  fiscal,  monetary and exchange
control  programs and policies of  governments,  and national and  international  political and economic events and
policies.  In addition,  governments from time to time intervene,  directly and by regulation,  in certain markets,
particularly  those  in  currencies,  financial  instruments,  futures  and  options.  Such  intervention  often is
intended  directly to influence  prices and may,  together  with other  factors,  cause all of such markets to move
rapidly in the same  direction  because of, among other things,  interest rate  fluctuations.  Portfolio  Funds and
Portfolio  Accounts are also subject to the risk of the failure of any exchanges on which their  positions trade or
of the clearinghouses for those exchanges.

                  Risks of Securities  Activities.  All  securities  investing and trading  activities  involve the
risk of loss of capital.  While the  Investment  Manager  will  attempt to moderate  these  risks,  there can be no
assurance that the Fund's  investment  activities  will be successful or that Members will not suffer  losses.  The
following  discussion sets forth some of the more significant risks associated with the Portfolio  Managers' styles
of investing:

                  Equity  Securities.  Portfolio  Managers'  investment  portfolios  may  include  long  and  short
positions in common stocks,  preferred stocks and convertible  securities of U.S. and non-U.S.  issuers.  Portfolio
Managers also may invest in depository  receipts relating to non-U.S.  securities.  Equity securities  fluctuate in
value,  often based on factors  unrelated to the value of the issuer of the securities,  and such  fluctuations can
be pronounced.

                  Fixed-Income  Securities.  The value of  fixed-income  securities  in which  Portfolio  Funds and
Portfolio  Accounts invest will change in response to  fluctuations  in interest  rates. In addition,  the value of
certain  fixed-income  securities  can  fluctuate  in  response  to  perceptions  of credit  worthiness,  political
stability  or  soundness  of  economic   policies.   Valuations  of  other   fixed-income   instruments,   such  as
mortgage-backed  securities,  may  fluctuate  in response to changes in the  economic  environment  that may affect
future cash flows.

                  Non-U.S.  Investments.  It is expected that  Portfolio  Funds and Portfolio  Accounts will invest
in securities of non-U.S.  companies and countries.  Investing in these securities involves certain  considerations
not usually associated with investing in securities of U.S. companies or the U.S.  government,  including political
and economic  considerations,  such as greater risks of expropriation and nationalization,  confiscatory  taxation,
the potential  difficulty of repatriating  funds,  general social,  political and economic  instability and adverse
diplomatic  developments;  the  possibility  of imposition of  withholding  or other taxes on dividends,  interest,
capital gain or other  income;  the small size of the  securities  markets in such  countries and the low volume of
trading,  resulting in potential lack of liquidity and in price  volatility;  fluctuations  in the rate of exchange
between  currencies  and costs  associated  with  currency  conversion;  and certain  government  policies that may
restrict  a  Portfolio  Manager's  investment  opportunities.  In  addition,  accounting  and  financial  reporting
standards  that  prevail  in foreign  countries  generally  are not  equivalent  to United  States  standards  and,
consequently,  less information is available to investors in companies  located in such countries than is available
to investors in companies  located in the United  States.  Moreover,  an issuer of securities may be domiciled in a
country other than the country in whose  currency the  instrument is  denominated.  The values and relative  yields
of  investments in the securities  markets of different  countries,  and their  associated  risks,  are expected to
change  independently  of each  other.  There is also less  regulation,  generally,  of the  securities  markets in
foreign  countries  than  there is in the United  States.  In  addition,  unfavorable  changes in foreign  currency
exchange  rate may adversely  affect the U.S.  dollar values of  securities  denominated  in foreign  currencies or
traded in non-U.S.  markets.  Portfolio  Managers  may, but are  generally not required to hedge against such risk,
and there is no assurance that any attempted hedge will be successful.


                  Securities of issuers in emerging and  developing  markets  present risks not found in securities
of issuers  in more  mature  markets.  Securities  of  issuers  in  emerging  and  developing  markets  may be more
difficult to sell at acceptable  prices and their prices may be more  volatile  than  securities of issuers in more
developed  markets.  Settlements of securities trades in emerging and developing  markets may be subject to greater
delays than in other  markets so that the Fund might not  receive the  proceeds of a sale of a security on a timely
basis.  Emerging  markets  generally have less developed  trading  markets and exchanges,  and legal and accounting
systems.  Investments in issuers in emerging and  developing  markets may be subject to greater risks of government
restrictions  with respect to  withdrawing  the proceeds  from sales of such  investments.  Economies of developing
countries may be more  dependent on relatively  few  industries  that may be highly  vulnerable to local and global
changes.  Governments  of developing  countries may be more unstable and present  greater risks of  nationalization
or restrictions on foreign ownership of stocks of local companies.


                  Illiquid   Portfolio   Investments.   Portfolio  Funds  and  Portfolio  Accounts  may  invest  in
securities that are subject to legal or other  restrictions  on transfer or for which no liquid market exists.  The
market prices,  if any, for such securities  tend to be volatile and a Portfolio Fund or Portfolio  Account may not
be able to sell them when it desires to do so or to realize  what it  perceives to be their fair value in the event
of a sale.  The sale of  restricted  and  illiquid  securities  often  requires  more  time and  results  in higher
brokerage  charges or dealer  discounts  and other selling  expenses than does the sale of securities  eligible for
trading on national securities  exchanges or in the  over-the-counter  markets.  Restricted  securities may sell at
prices that are lower than similar securities that are not subject to restrictions on resale.

SPECIAL INVESTMENT INSTRUMENTS AND TECHNIQUES

                  The Portfolio  Managers may utilize a variety of special  investment  instruments  and techniques
to hedge the  portfolios of the Portfolio  Funds against  various risks (such as changes in interest rates or other
factors  that  affect  security  values) or for  non-hedging  purposes to pursue a  Portfolio  Fund's or  Portfolio
Account's  investment  objective.  These strategies may be executed  through  derivative  transactions.  Certain of
the special  investment  instruments and techniques that the Portfolio Managers may use are speculative and involve
a high degree of risk, particularly in the context of non-hedging transactions.


                  Derivatives.  Derivatives  are securities and other  instruments  the value or return of which is
based on the  performance of an underlying  asset,  index,  interest rate or other  investment.  Derivatives may be
volatile and involve  various risks,  depending upon the derivative and its function in a portfolio.  Special risks
may apply to instruments  that are invested in by Portfolio  Funds or Portfolio  Accounts in the future that cannot
be determined at this time or until such  instruments  are developed or invested in by Portfolio Funds or Portfolio
Accounts.  Certain  swaps,  options  and other  derivative  instruments  may be subject to various  types of risks,
including market risk,  liquidity risk, the risk of non-performance  by the counterparty,  including risks relating
to the financial soundness and creditworthiness of the counterparty, legal risk and operations risk.


                  Call and Put  Options.  There are risks  associated  with the sale and  purchase  of call and put
options.  The seller  (writer) of a call option which is covered (e.g.,  the writer holds the underlying  security)
assumes  the risk of a decline in the market  price of the  underlying  security  below the  purchase  price of the
underlying  security less the premium  received,  and gives up the opportunity for gain on the underlying  security
above  the  exercise  price  of the  option.  The  seller  of an  uncovered  call  option  assumes  the  risk  of a
theoretically  unlimited  increase in the market price of the  underlying  security above the exercise price of the
option.  The  securities  necessary  to satisfy the  exercise of the call option may be  unavailable  for  purchase
except at much higher  prices.  Purchasing  securities  to satisfy the exercise of the call option can itself cause
the price of the securities to rise further,  sometimes by a significant  amount,  thereby  exacerbating  the loss.
The buyer of a call option  assumes the risk of losing its entire premium  invested in the call option.  The seller
(writer)  of a put option  which is covered  (e.g.,  the writer has a short  position in the  underlying  security)
assumes  the risk of an  increase  in the  market  price of the  underlying  security  above  the  sales  price (in
establishing  the  short  position)  of the  underlying  security  plus  the  premium  received,  and  gives up the
opportunity  for gain on the  underlying  security  below  the  exercise  price of the  option.  The  seller  of an
uncovered  put option  assumes  the risk of a decline  in the market  price of the  underlying  security  below the
exercise price of the option.  The buyer of a put option assumes the risk of losing his entire premium  invested in
the put option.

                  Hedging  Transactions.  The  Portfolio  Managers may utilize a variety of financial  instruments,
such as  derivatives,  options,  interest  rate swaps,  caps and floors,  futures and forward  contracts to seek to
hedge  against  declines in the values of their  portfolio  positions  as a result of changes in currency  exchange
rates,  certain  changes in the equity  markets and market  interest rates and other events.  Hedging  transactions
may also limit the opportunity for gain if the value of the hedged  portfolio  positions  should  increase.  It may
not be possible for the Portfolio  Managers to hedge  against a change or event at a price  sufficient to protect a
Portfolio  Fund's or Portfolio  Account's assets from the decline in value of the portfolio  positions  anticipated
as a result of such  change.  In addition,  it may not be possible to hedge  against  certain  changes or events at
all.  While a Portfolio  Manager may enter into such  transactions  to seek to reduce  currency  exchange  rate and
interest  rate  risks,  or the risks of a decline in the equity  markets  generally  or one or more  sectors of the
equity markets in particular,  or the risks posed by the occurrence of certain other events,  unanticipated changes
in currency or interest  rates or  increases or smaller than  expected  decreases in the equity  markets or sectors
being  hedged  or the  non-occurrence  of other  events  being  hedged  against  may  result  in a  poorer  overall
performance  for the Fund than if the  Portfolio  Manager  had not  engaged  in any such  hedging  transaction.  In
addition,  the degree of correlation  between price  movements of the  instruments  used in a hedging  strategy and
price  movements  in the  portfolio  position  being  hedged  may vary.  Moreover,  for a variety of  reasons,  the
Portfolio  Managers  may not seek to establish a perfect  correlation  between  such  hedging  instruments  and the
portfolio  holdings being hedged.  Such  imperfect  correlation  may prevent the Portfolio  Managers from achieving
the intended hedge or expose the Fund to additional risk of loss.

                  Counterparty  Credit  Risk.  Many of the  markets  in which  the  Portfolio  Funds  or  Portfolio
Accounts effect their  transactions are  "over-the-counter"  or "inter-dealer"  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 a Portfolio  Fund or Portfolio  Account  invests in swaps,  derivative or synthetic
instruments,  or other  over-the-counter  transactions,  on these markets, it is assuming a credit risk with regard
to  parties  with  whom it  trades  and may also  bear the risk of  settlement  default.  These  risks  may  differ
materially  from those  associated  with  transactions  effected  on an  exchange,  which  generally  are backed 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 such  protections.  This  exposes a Portfolio  Fund or Portfolio  Account 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  (whether or not bona fide) or because of a credit or  liquidity  problem,
                                                          ---- ----
thus causing the Portfolio Fund or Portfolio  Account to suffer a loss.  Such  counterparty  risk is accentuated in
the case of  contracts  with  longer  maturities  where  events may  intervene  to prevent  settlement,  or where a
Portfolio  Fund  or  Portfolio  Account  has  concentrated  its  transactions  with a  single  or  small  group  of
counterparties.  Portfolio  Funds and  Portfolio  Accounts are not  restricted  from  dealing  with any  particular
counterparty  or  from  concentrating  any or  all of  their  transactions  with  one  counterparty.  However,  the
Investment  Manager,  with the intent to diversify,  intends to monitor  counterparty  credit exposure of Portfolio
Funds and  Portfolio  Accounts.  The ability of Portfolio  Funds and Portfolio  Accounts to transact  business with
any one or number of  counterparties,  the lack of any  independent  evaluation of such  counterparties'  financial
capabilities and the absence of a regulated  market to facilitate  settlement may increase the potential for losses
by the Fund.

                  Leverage;  Interest  Rates;  Margin.  The Fund is  authorized  to  borrow  money  for  investment
purposes,  to meet  repurchase  requests and for cash  management  purposes.  Portfolio  Funds  generally  are also
permitted to borrow  money.  The Fund,  Portfolio  Funds and Portfolio  Accounts may directly or indirectly  borrow
funds from brokerage  firms and banks.  Borrowing for investment  purposes is known as "leverage."  Portfolio Funds
and Portfolio  Accounts may also "leverage" by using options,  swaps,  forwards and other  derivative  instruments.
Although leverage presents  opportunities for increasing total investment  return, it has the effect of potentially
increasing  losses as well.  Any event that  adversely  affects  the value of an  investment,  either  directly  or
indirectly,  by a Portfolio  Fund or Portfolio  Account could be magnified to the extent that leverage is employed.
The  cumulative  effect of the use of leverage,  directly or  indirectly,  in a market that moves  adversely to the
investments  of the entity  employing  the  leverage  could result in a loss that would be greater than if leverage
were not employed.  In addition,  to the extent that the Fund,  Portfolio Managers or Portfolio Funds borrow funds,
the rates at which they can borrow may affect the  operating  results of the Fund.  Any  borrowings by the Fund for
investment purposes will be made solely for Portfolio Accounts.

                  In  general,  the  anticipated  use of  short-term  margin  borrowings  by  Portfolio  Funds  and
Portfolio  Accounts results in certain  additional  risks.  For example,  should the securities that are pledged to
brokers to secure margin  accounts  decline in value, or should brokers from which the Portfolio Funds or Portfolio
Funds have borrowed  increase their  maintenance  margin  requirements  (i.e.,  reduce the percentage of a position
that can be  financed),  then the  Portfolio  Funds or  Portfolio  Accounts  could be subject  to a "margin  call,"
pursuant to which they must either  deposit  additional  funds with the broker or suffer  mandatory  liquidation of
the pledged  securities to  compensate  for the decline in value.  In the event of a precipitous  drop in the value
of the assets of a Portfolio  Fund or Portfolio  Account,  it might not be able to liquidate  assets quickly enough
to pay off the  margin  debt and  might  suffer  mandatory  liquidation  of  positions  in a  declining  market  at
relatively  low prices,  thereby  incurring  substantial  losses.  For these  reasons,  the use of  borrowings  for
investment purposes is considered a speculative investment practice.

                  Short  Selling.  The  Portfolio  Managers may engage in short  selling.  Short  selling  involves
selling  securities  that are not owned and borrowing the same  securities for delivery to the  purchaser,  with an
obligation  to replace the borrowed  securities at a later date.  Short  selling  allows an investor to profit from
declines in market prices to the extent such declines exceed the  transaction  costs and the costs of borrowing the
securities.  A short sale creates the risk of an unlimited  loss,  as the price of the  underlying  security  could
theoretically  increase  without  limit,  thus  increasing  the cost of buying those  securities to cover the short
position.  There can be no assurance  that the  securities  necessary to cover a short  position  will be available
for purchase.  Purchasing  securities to close out the short  position can itself cause the price of the securities
to rise  further,  thereby  exacerbating  the loss.  For these  reasons,  short selling is considered a speculative
investment practice.


                  Portfolio  Funds and  Portfolio  Accounts  may also effect  short sales  "against the box." These
transactions  involve selling short  securities  that are owned (or that a Portfolio Fund or Portfolio  Account has
the right to obtain).  When a Portfolio  Fund or  Portfolio  Account  enters into a short sale  against the box, it
will set aside  securities  equivalent in kind and amount to the securities  sold short (or securities  convertible
or  exchangeable  into such  securities)  and will  hold such  securities  while  the  short  sale is  outstanding.
Portfolio Funds and Portfolio  Accounts will incur transaction costs,  including  interest expenses,  in connection
with opening, maintaining and closing short sales against the box.


GENERAL RISKS

                  Lack of Operating  History.  The Fund is a newly formed  entity that does not have any  operating
history that investors can use to evaluate the Fund's  investment  performance.  Certain  Portfolio  Funds may also
be newly  formed  entities  that have no  operating  histories.  In such cases,  the  Investment  Manager will have
evaluated  the  past  investment  performance  of  Portfolio  Managers  or  their  personnel.  However,  this  past
investment  performance  may not be indicative of the future  results of an investment in a Portfolio  Fund managed
by a Portfolio  Manager.  Although the Investment  Manager,  its affiliates and their  personnel have  considerable
experience  evaluating  the  performance of alternative  asset managers and providing  manager  selection and asset
allocation  services to clients,  the Fund's investment  program should be evaluated on the basis that there can be
no assurance that the Investment  Manager's  assessments of Portfolio  Managers,  and in turn their  assessments of
the  short-term or long-term  prospects of  investments,  will prove  accurate.  Thus, the Fund may not achieve its
investment objective and the Fund's net asset value may decrease.


                  Non-Diversified  Status.  The Fund is a  "non-diversified"  investment  company.  Thus, there are
no  percentage  limitations  imposed by the  Investment  Company Act of 1940, as amended (the  "Investment  Company
Act") on the  percentage  of the Fund's  assets  that may be invested in the  securities  of any one issuer.  Also,
there are no requirements  that the  investments of Portfolio  Funds be diversified.  The portfolio of the Fund may
therefore be subject to greater risk than the  portfolio of a similar fund that  diversifies  its  investments.  To
address  this risk,  not more than 10% of the Fund's net assets will be  allocated  to any one  Portfolio  Manager.


                  Incentive   Allocation.   Each   Portfolio   Manager   generally  will  be  entitled  to  receive
performance-based  allocations,  expected to range from 15% to 25% of net profits,  with  respect to the  Portfolio
Fund that it  manages.  Performance-based  allocations  may create an  incentive  for  Portfolio  Managers  to make
investments  that are  riskier or more  speculative  than  those  that might have been made in the  absence of such
arrangements.  In addition,  because the  performance-based  allocations  are generally  calculated on a basis that
includes realized and unrealized  appreciation,  these allocations may be greater than if they were based solely on
realized gains.

                  In  addition,  the Adviser (or an affiliate  that it  designates)  will  generally be entitled to
receive a  performance-based  allocation  from the net  profits,  if any,  in excess of the  Preferred  Return that
otherwise  would have been credited to the capital account of each Member (the  "Incentive  Allocation"),  assuming
there is no positive  balance in the Member's Loss  Recovery  Account.  This special  allocation of 10% of such net
profits may create an  incentive  for the  Investment  Manager to make  investment  decisions on behalf of the Fund
that are  riskier  or more  speculative  than  would be the case in the  absence of the  Incentive  Allocation.  In
addition,  because the Incentive  Allocation is calculated on a basis that includes unrealized  appreciation of the
Fund's  assets,  the  Incentive  Allocation  may be greater  than if it were based  solely on realized  gains.  See
"Management of the Fund--Incentive Allocation."

                  Limited Liquidity;  In-kind  Distributions.  An investment in the Fund provides limited liquidity
since  Interests  may be held only  through the  Distributor  or a broker or dealer that has entered into a selling
agreement  with the  Distributor,  and Members will not be able to redeem  Interests  on a daily basis  because the
Fund is a closed-end  fund.  In  addition,  with very  limited  exceptions,  Interests  are not  transferable,  and
liquidity  will be provided  only through  repurchase  offers made from time to time by the Fund.  An investment in
the Fund is therefore  suitable only for investors who can bear the risks associated with the limited  liquidity of
Interests and should be viewed as a long-term investment.

                  Payment for repurchased  Interests may require the Fund to liquidate  portfolio  holdings earlier
than the Investment  Manager would otherwise  liquidate these holdings,  potentially  resulting in losses,  and may
increase the Fund's portfolio  turnover.  The Adviser and the Investment  Manager intend to take measures  (subject
to such  policies  as may be  established  by the  Board) to  attempt  to avoid or  minimize  potential  losses and
turnover resulting from the repurchase of Interests.

                  If a Member  tenders its Interest (or a portion of its Interest) in connection  with a repurchase
offer made by the Fund,  that  tender may not be  rescinded  by the Member  after the date on which the  repurchase
offer  terminates.  However,  the value of Interests that are tendered by Members  generally will not be determined
until a date  approximately  one month  later and will be based on the value of the Fund's  assets as of such later
date. A Member will thus continue to bear  investment  risk after an Interest is tendered for  repurchase and until
the date as of which the Interest is valued for purposes of  repurchase.  In  addition,  a redemption  fee equal to
1.00% of the value of an Interest  (or portion of an  Interest)  repurchased  by the Fund will apply if the date as
of which the  Interest is to be valued for purposes of  repurchase  is less than one year  following  the date of a
Member's initial investment in the Fund.

                  The Fund expects to distribute  cash to the holders of Interests that are  repurchased.  However,
there can be no assurance that the Fund will have sufficient  cash to pay for Interests that are being  repurchased
or that it will be able to liquidate  investments at favorable  prices to pay for repurchased  Interests.  Although
the Fund does not generally intend to make distributions in-kind, under the foregoing  circumstances,  and in other
unusual  circumstances  where the Board  determines  that making a cash payment would result in a material  adverse
effect  on  the  Fund  or  on  Members  not  tendering  Interests  for  repurchase,  Members  may  receive  in-kind
distributions of investments from the Fund's  portfolio  (valued in accordance with the Fund's valuation  policies)
in  connection  with the  repurchase  of Interests  by the Fund.  Any such  distributions  will be made on the same
basis to all Members in connection with any particular  repurchase  offer. In addition,  a distribution may be made
partly in cash and  partly  in-kind.  An  in-kind  distribution  may  consist of  securities  that are not  readily
marketable and may be subject to  restrictions  on resale.  Members  receiving an in-kind  distribution  will incur
costs,  including  commissions,  in disposing of securities  that they receive,  and in the case of securities that
are not readily  marketable,  Members may not be able to sell the  securities  except at prices that are lower than
those at which the securities  were valued by the Fund or without  substantial  delay.  For these various  reasons,
an investment in the Interests is suitable only for  sophisticated  investors.  See  "Repurchases  of Interests and
Transfers."


                  Conflicts of Interest.  The Adviser,  the  Investment  Manager and their  affiliates,  as well as
many of the Portfolio Managers and their respective  affiliates,  provide investment advisory and other services to
clients  other than the Fund and  Portfolio  Funds.  In  addition,  investment  professionals  associated  with the
Adviser,  the Investment  Manager or Portfolio  Managers may carry on investment  activities for their own accounts
and the  accounts of family  members  (collectively  with other  accounts  managed by the Adviser,  the  Investment
Manager  and  their  affiliates,  "Other  Accounts").  The Fund  and  Portfolio  Funds  have no  interest  in these
activities.  As a result of the  foregoing,  the Adviser,  the  Investment  Manager and Portfolio  Managers will be
engaged in substantial  activities  other than on behalf of the Fund and may have differing  economic  interests in
respect of such  activities and may have conflicts of interest in allocating  investment  opportunities,  and their
time, between the Fund and Other Accounts.

                  There may be circumstances  under which the Investment  Manager or a Portfolio Manager will cause
one or more Other  Accounts to commit a larger  percentage  of their assets to an investment  opportunity  than the
percentage  of the  Fund's  or a  Portfolio  Fund's  assets  they  commit  to such  investment.  There  also may be
circumstances  under which the  Investment  Manager or a Portfolio  Manager  purchases or sells an  investment  for
their Other  Accounts  and does not  purchase or sell the same  investment  for the Fund or a  Portfolio  Fund,  or
purchases or sells an  investment  for the Fund and does not purchase or sell the same  investment  for one or more
Other  Accounts.  However,  it is the  policy of the  Investment  Manager,  and  generally  also the  policy of the
Portfolio Managers,  that:  investment  decisions for the Fund, Portfolio Accounts and Other Accounts be made based
on a  consideration  of their  respective  investment  objectives  and policies,  and other needs and  requirements
affecting each account that they manage;  and investment  transactions and  opportunities be fairly allocated among
their clients, including the Fund and Portfolio Funds.

                  The Adviser,  the Investment  Manager,  Portfolio  Managers and their  respective  affiliates may
have  interests in Other  Accounts they manage which differ from their  interests in the Fund and  Portfolio  Funds
and may manage  such  accounts  on terms that are more  favorable  to them than the terms on which they  manage the
Fund or Portfolio  Funds.  In addition,  the  Investment  Manager and  Portfolio  Managers may charge fees to Other
Accounts and be entitled to receive  performance-based  incentive  allocations  from Other  Accounts that are lower
than the fees and Incentive Allocation to which the Fund and its Members are subject.


                  Tax Risks. A noncorporate  Member's share of the Fund's investment expenses  (including,  but not
                                                                                             ==
limited to, the  Management  Fee,  the  administration  fee paid to the  Adviser  and the Fund's  share of any fees
payable by Portfolio Funds to the Portfolio  Managers) may be subject to certain  limitations on deductibility  for
regular  Federal income tax purposes.  Such expenses may be completely  disallowed for purposes of determining  the
noncorporate Member's alternative minimum tax liability will apply.  See "Taxes."


                  Distributions  to  Members  and  Payment  of Tax  Liability.  The Fund  does not  intend  to make
periodic  distributions  of its net income or gains,  if any, to Members.  Whether or not  distributions  are made,
Members will be required each year to pay applicable  Federal and state income taxes on their respective  shares of
the Fund's taxable  income,  and may have to pay applicable  taxes from other sources.  The amount and times of any
distributions will be determined in the sole discretion of the Board.  See "Taxes."



                  Possible Delays in Schedule K-1s.  Each year, the Fund will  distribute  Schedules K-1 to Members
so that they can prepare their  respective  income tax returns.  The  preparation  of such returns is each Member's
sole  responsibility.  The Fund's  ability to provide  final  Schedules K-1 to Members for any given tax year prior
to April 15 of the  following  year will depend upon when it receives  the  requisite  information  from  Portfolio
Funds.  The Fund will provide  Schedules K-1 as soon as  practicable  after it receives all necessary  information.
However,  it is inevitable  that delays will occur.  Members should  therefore be prepared to obtain  extensions of
the filing dates for their  Federal,  state and local income tax returns.  Members  should  consult their  personal
tax advisers.

                  Considerations  for  ERISA  Plans  and  Other  Tax-Exempt  Entities.  Investors  subject  to  the
Employee  Retirement Income Security Act of 1974, as amended ("ERISA"),  and other tax-exempt  entities,  including
employee benefit plans,  Individual  Retirement  Accounts and 401(k) and Keogh Plans, may purchase  Interests.  The
Fund's assets should not be considered  to be "plan assets" for purposes of ERISA's  fiduciary  responsibility  and
prohibited  transaction rules or similar  provisions of the Code. For further  information  regarding an investment
in the Fund by  investors  subject  to ERISA,  see  "ERISA  Considerations"  in the SAI.  Because  the Fund and the
Portfolio Funds in which it invests may use leverage,  a tax-exempt  investor may incur income tax liability to the
extent the Fund's  transactions  are treated as giving rise to  unrelated  business  taxable  income.  See "Taxes."
The Fund is not designed for  investment by charitable  remainder  trusts.  For this reason,  charitable  remainder
trusts may not purchase Interests.


SPECIAL RISKS OF MULTI-MANAGER STRUCTURE


                  Portfolio  Funds  generally will not be registered as investment  companies  under the Investment
Company Act and, therefore,  the Fund will not have the benefit of various  protections  afforded by the Investment
Company Act with  respect to its  investments  in  Portfolio  Funds.  Although the  Investment  Manager  expects to
receive  detailed  information  from each Portfolio  Manager  regarding its investment  performance  and investment
strategy  on a regular  basis,  in most  cases  the  Investment  Manager  has  little or no means of  independently
verifying this  information.  A Portfolio  Manager may use  proprietary  investment  strategies  that are not fully
disclosed  to the  Investment  Manager,  which  may  involve  risks  under  some  market  conditions  that  are not
anticipated by the Investment  Manager.  In addition,  many Portfolio Managers will not be registered as investment
advisers under the  Investment  Advisers Act of 1940 (the "Advisers  Act") in reliance on certain  exemptions  from
registration  under  that act.  In such  cases,  Portfolio  Managers  will not be  subject  to  various  disclosure
requirements and rules that would apply to registered investment advisers.

                  By investing in Portfolio Funds and Portfolio  Accounts  indirectly  through the Fund,  investors
bear  asset-based  fees and  performance-based  allocations  at the Fund level and the Portfolio  Fund or Portfolio
Account  level.  Similarly,  Members  bear a  proportionate  share  of the  other  operating  expenses  of the Fund
(including  the Investor  Servicing Fee and  administrative  expenses)  and,  indirectly,  similar  expenses of the
Portfolio Funds and Portfolio  Accounts.  An investor who meets the conditions  imposed by the Portfolio  Managers,
including  investment  minimums that may be considerably higher than the $50,000 minimum imposed by the Fund, could
invest directly with the Portfolio Managers.


                  Each  Portfolio  Manager will receive any  performance-based  allocation  to which it is entitled
irrespective of the investment  performance of other Portfolio  Managers or the investment  performance of the Fund
generally.  Thus, a Portfolio  Manager with positive  investment  performance will receive this allocation from the
Fund  (and  indirectly  from  Members)  even if the  Fund's  overall  investment  return  is  negative.  Investment
decisions of the Portfolio  Managers are made  independently  of each other. As a result,  at any particular  time,
one  Portfolio  Manager may be  purchasing  shares of an issuer for a Portfolio  Fund or  Portfolio  Account  whose
shares are being sold by another  Portfolio Manager for another  Portfolio Fund or Portfolio  Account.  In any such
situations,  the Fund could indirectly incur certain  transaction  costs without  accomplishing  any net investment
result.

                  Since the Fund may make  additional  investments in or effect  withdrawals  from a Portfolio Fund
only at certain times  pursuant to  limitations  set forth in the governing  documents of the Portfolio  Fund,  the
Fund from time to time: may have to invest a greater portion of its assets  temporarily in money market  securities
than it otherwise might wish to invest;  may have to borrow money to repurchase  Interests;  and may not be able to
withdraw its  investment  in a Portfolio  Fund  promptly  after it has made a decision to do so. This may adversely
affect the Fund's investment return or increase the Fund's expenses.


                  Portfolio  Funds may be  permitted  to redeem  their  interests  in-kind.  Thus,  upon the Fund's
withdrawal  of all or a portion of its  interest in a Portfolio  Fund,  the Fund may  receive  securities  that are
illiquid or difficult to value. In these  circumstances,  the Adviser would seek to dispose of these  securities in
a manner that is in the best interests of the Fund.

                  The Fund  may  agree to  indemnify  certain  of the  Portfolio  Funds  and,  subject  to  certain
limitations  imposed by the Investment  Company Act, certain  Portfolio  Managers from liability,  damage,  cost or
expense arising out of, among other things, certain acts or omissions.


                  Portfolio  Account  Allocations.  The Fund may on  occasion  allocate  its assets to a  Portfolio
Manager by retaining the Portfolio  Manager to manage a Portfolio  Account for the Fund,  rather than invest in the
Portfolio Manager's Portfolio Fund.  Portfolio Accounts can expose the Fund to theoretically  unlimited  liability,
and it is possible,  given the leverage at which certain of the Portfolio  Managers will trade, that the Fund could
lose more in a Portfolio  Account that is managed by a particular  Portfolio Manager than the Fund has allocated to
such Portfolio  Manager to invest.  This risk may be avoided if the Fund,  instead of retaining a Portfolio Manager
to manage a  separate  account  comprised  of a  designated  portion  of the  Fund's  assets,  creates  a  separate
investment  vehicle for which a Portfolio  Manager will serve as general  partner and in which the Fund will be the
sole limited  partner.  Use of this structure,  however,  involves  various  expenses,  and there is no requirement
that separate investment vehicles be created for Portfolio Accounts.


                  Estimates.  In most  cases,  the Fund will have  little  ability  to assess the  accuracy  of the
valuations  received from a Portfolio  Manager  regarding a Portfolio  Fund.  Furthermore,  these  valuations  will
typically be estimates  only,  subject to revision  based on each Portfolio  Fund's annual audit.  Revisions to the
Fund's gain and loss  calculations  will be an ongoing process,  and no appreciation or depreciation  figure can be
considered final until the annual audits of Portfolio Funds are completed.


                  Certain  securities in which  Portfolio  Funds invest may not have readily  ascertainable  market
prices.  These securities will  nevertheless  generally be valued by Portfolio  Managers,  which valuations will be
conclusive with respect to the Fund, even though  Portfolio  Managers will generally face a conflict of interest in
valuing such securities  because the values given to the securities  will affect the  compensation of the Portfolio
Managers.  Any such  securities  held by a Portfolio  Account will be valued at their "fair value" as determined in
good faith by the Board.

                                                  USE OF PROCEEDS

                  The Fund  will  invest  the net  proceeds  of the  offering  in  accordance  with its  investment
objective,  investment  policies and principal  strategies as soon as practicable  after the closing of the initial
offering of Interests.  Based on current  market  conditions,  the Adviser  expects the Fund will be fully invested
within three  months.  Pending  full  investment  of the  proceeds of the  offering in  Portfolio  Funds or through
Portfolio Accounts, the proceeds of the offering will be invested in short-term, high quality debt securities.

                                   INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES


THE FUND'S OBJECTIVE AND POLICIES


                  The Fund's  investment  objective  is to seek to  generate  consistently  absolute  returns  over
various  market cycles.  Current  income is not an objective.  No assurance can be given that the Fund will achieve
its investment objective.


                  The Fund's  investment  objective is fundamental  and may not be changed  without the approval of
Members.  However,  except as  otherwise  stated in this  prospectus  or in the SAI,  the  investment  policies and
restrictions  of the Fund are not fundamental and may be changed by the Board.  The Fund's  fundamental  investment
policies are listed in the SAI. Its principal  investment  policies and  strategies are discussed  below.  The Fund
may change any investment  policies and strategies that are not  fundamental,  if the Board believes doing so would
be consistent with the Fund's investment objective.


THE FUND'S INVESTMENT PROGRAM


                  The Fund  pursues its  investment  objective  by  allocating  its assets for  investment  among a
select group of Portfolio  Managers  that are  alternative  asset  managers  employing a wide range of  specialized
investment  strategies.  It will  allocate  its  assets  dynamically  among a  variety  of  alternative  investment
strategies that each individually  offer the potential for attractive  investment returns and are expected to blend
together within the Fund's portfolio to limit the Fund's overall  investment  exposure to general trends in equity,
debt and other markets.  The Investment  Manager is primarily  responsible for selecting the Portfolio Managers and
determining  the portion of the Fund's  assets to be allocated to each  Portfolio  Manager,  subject to the general
supervision  of the  Adviser  and the Board.  The Fund will  implement  these  allocation  decisions  primarily  by
investing in Portfolio Funds that are managed by Portfolio Managers selected by the Investment Manager.

                  Portfolio Funds are investment funds,  typically organized as limited partnerships,  that are not
required to register under the Investment  Company Act because they do not publicly offer their  securities and are
restricted  as to either the number of  investors  permitted to invest in the fund or as to the  qualifications  of
persons  eligible to invest  (determined  with respect to the value of  investment  assets  held) in the fund.  The
typical Portfolio Fund will have greater investment  flexibility than traditional  investment funds (such as mutual
funds and most other  registered  investment  companies) as to the types of securities  owned, the types of trading
strategies employed, and in many cases, the amount of leverage it may use.


                  The Investment  Manager takes a three-tiered  approach to asset allocation and Portfolio  Manager
selection.   Its  methodology  is  premised  on  the  belief  that  consistent,   superior  long-term   performance
necessitates first, a rigorous,  top-down,  or macro, view of the various  alternative  investment fund strategies;
second,  an in-depth  analysis of the types of  strategy  attributes  that best  complement  the Fund's  investment
objective;  and third,  identification  of Portfolio  Managers whose  investment  styles and historical  investment
returns and risk characteristics best embody those attributes.


                  The investment  programs of the Portfolio  Managers may include both market  neutral  strategies,
such as long/short equity investing and various types of arbitrage strategies,  as well as directional  strategies,
such as event driven and distressed  investments.  Market neutral investment  strategies encompass a broad range of
investment  programs that  historically  have exhibited a low  correlation to the  performance of debt,  equity and
other  markets.  Many of the  investment  programs of Portfolio  Managers  involve the use of hedging and arbitrage
techniques in the equity,  fixed  income,  currency and  commodity  markets.  These  investment  programs  employ a
variety of sophisticated  investment  techniques that include,  among other things, short sales of securities,  use
of leverage,  and  transactions  in derivative  securities and other financial  instruments  such as stock options,
index options,  futures contracts and options on futures.  Directional  strategies include investment programs that
exhibit a higher  correlation  to general  market  performance.  In allocating  the Fund's  assets among  Portfolio
Managers that pursue  directional  strategies,  the Investment Manager will emphasize  investment  programs that it
believes are most likely to achieve high rates of return under prevailing market conditions.


                  The investment strategies of the Portfolio Managers may include, among others:


o        Long/short  equity.  This  strategy  involves  creating and managing  long and short  portfolios of common
         stock  with the  intent  of  generating  non-market  related  returns,  with an  emphasis  on a  Portfolio
         Manager's  discretionary approach based on fundamental research,  rather than a pure quantitative analysis
         approach.  These types of portfolios usually have net long or short exposure significantly  different than
         zero, distinguishing them from equity hedging and arbitrage strategies.

o        Equity hedging and arbitrage.  This strategy  generally  involves creating  simultaneously  long and short
         matched  equity  portfolios  of the same size  within a country.  Equity  market  neutral  portfolios  are
         usually designed to be either beta (a measure of an equity  security's  volatility  relative to the equity
         market) or currency neutral, or both.  Well-designed  portfolios  typically control for industry,  sector,
         market  capitalization,  and other  exposures  as well.  Leverage  is often  applied to  enhance  returns.
         Arbitrage is designed to exploit equity market inefficiencies.

o        Fixed income hedging and arbitrage.  This strategy seeks to exploit  pricing  anomalies  within and across
         global fixed income markets and their derivative products using leverage to enhance returns.

o        Currency  hedging and arbitrage.  This strategy seeks to capture the price  differential  between a basket
         currency and its component currencies.

o        Index  arbitrage.  This strategy  involves  investing in a group of securities  comprising an index,  or a
         representative  sample of an index,  in order to capture the pricing  differences  that may arise  between
         the index and the component securities.

o        Interest  rate  arbitrage.  This strategy  seeks to exploit price  anomalies  between  related  securities
         with prices that fluctuate in response to interest rate movements.

o        Merger  arbitrage.  This  strategy  involves  investing  simultaneously  in long and  short  positions  in
         companies  involved in a merger or  acquisition  in order to profit from the expected  price  movements of
         the acquiring and target companies.

o        Convertible bond and warrant hedging.  This strategy  involves  investing in undervalued  instruments that
         are convertible  into equity  securities and then hedging out systematic  risks associated with either the
         convertible instrument, the underlying security or both.

o        Statistical  long/short  equity.  This strategy  involves  constructing  portfolios of offsetting long and
         short equity  positions using  mathematical or statistical  techniques to identify  relative value between
         long and short positions.

o        Pairs  trading.  This is a specific type of equity  hedging  strategy that involves  effecting  offsetting
         long and short equity positions in the same industry or sector.

o        Event driven.  This strategy  involves  taking long or short positions in a security based on the expected
         value of the security upon completion of a certain transaction or event.

o        Distressed  issuer.  This strategy involves  investing in debt or equity securities of issuers involved in
         the bankruptcy or  reorganization  stage with the goal of capitalizing on  inefficiencies  associated with
         pricing such illiquid securities.


                  Portfolio   Managers  using  arbitrage   strategies  attempt  to  identify  and  exploit  pricing
inefficiencies  between  related  instruments  or  combinations  of  instruments.  Sophisticated  mathematical  and
statistical  techniques and models are used to attempt to identify  relative value between  related  instruments or
combinations  of  instruments  and to capture  mispricings  among such  instruments.  Portfolio  Managers  pursuing
arbitrage  strategies  utilize a variety of techniques  and models,  ranging from purely  quantitative,  short-term
models to more discretionary approaches using fundamental research to construct long and short portfolios.


                  The Fund will not be limited with respect to the types of investment  strategies  that  Portfolio
Managers may employ or the markets or instruments in which they invest.  The Investment  Manager will  continuously
monitor for attractive  investment  opportunities  resulting from marketing  inefficiencies that it believes can be
successfully  exploited by hedge fund strategies.  As such  opportunities  arise, the Investment  Manager will seek
to allocate  the Fund's  assets to  Portfolio  Managers  that it  believes  will most  effectively  respond to such
opportunities.  The Fund's  structure  and its  investment  approach  are  intended  to provide  investors  several
advantages  over  direct  investments  in  private  investment  funds,  including:  the  ability  to  invest  in  a
professionally  constructed and managed investment portfolio;  access to a diverse group of Portfolio Managers that
utilize varying  investment  styles and  strategies;  reduced risk exposure that comes from investing with multiple
Portfolio  Managers that have  exhibited low volatility of investment  returns and low  correlation to one another.
The  Investment  Manager  expects  generally  to allocate  the Fund's  assets to  approximately  10 to 20 Portfolio
Managers.

                  The multi-manager  approach followed by the Fund will involve  allocation of the Fund's assets to
Portfolio  Managers that employ various  investment  styles and strategies and will provide  investors  access to a
variety of  Portfolio  Managers.  The Fund will invest in various  types of  Portfolio  Funds  managed by Portfolio
Managers,  including  limited  partnerships,  joint  ventures,  other  investment  companies and similar  entities.
However,  the Fund may on occasion retain one or more Portfolio  Managers to manage and invest designated  portions
of the Fund's assets (either as separately  managed accounts or by creating separate  investment  vehicles in which
a Portfolio  Manager will serve as general  partner of the vehicle and the Fund will be the sole limited  partner).
(Any arrangement in which the Fund retains a Portfolio  Manager to manage an account or investment  vehicle for the
Fund is  referred  to as a  "Portfolio  Account.")  The  retention  of a  Portfolio  Manager to manage a  Portfolio
Account is subject to the  approval of the Board,  including a majority  of the persons  comprising  the Board (the
"Managers")  who are not  "interested  persons,"  as  defined by the  Investment  Company  Act,  of the Fund or the
Portfolio  Manager (the  "Independent  Managers").  The retention of a Portfolio Manager will in such cases also be
subject to  approval  by  Members,  unless  the Fund seeks and  obtains  an order of the  Securities  and  Exchange
Commission  (the  "SEC")  exempting  the Fund from this  requirement.  The Fund's  participation  in any  Portfolio
Account  arrangement will be subject to the requirement  that the Portfolio  Manager be registered as an investment
adviser  under the  Advisers  Act,  and the Fund's  contractual  arrangements  with the  Portfolio  Manager will be
subject to the requirements of the Investment Company Act applicable to investment advisory contracts.


                  Portfolio  Managers  will be  selected  on the basis of various  criteria,  generally  including,
among other things,  an analysis of: the Portfolio  Manager's  performance  during  various time periods and market
cycles;  the Portfolio  Manager's  reputation,  experience and training;  its  articulation of and adherence to its
investment philosophy;  the presence and deemed effectiveness of risk management discipline;  on-site interviews of
the management  team; the quality and stability of the Portfolio  Manager's  organization,  including  internal and
external  professional  staff;  and whether key  personnel  of the  Portfolio  Manager  have  substantial  personal
investments in the Portfolio Manager's investment program.

                  Not more than 10% of the Fund's net assets will be allocated  to any one  Portfolio  Manager.  In
addition,  the Fund will limit its  investment  position in any one Portfolio Fund to less than 5% of the Portfolio
Fund's  outstanding  voting  securities,  absent an SEC order (or  assurances  from the SEC staff)  under which the
Fund's  contribution  and  withdrawal  of  capital  from a  Portfolio  Fund in  which  it  holds  5% or more of the
outstanding  interests  will  not  be  subject  to  various  Investment  Company  Act  prohibitions  on  affiliated
transactions.  However,  to  permit  the  investment  of more of its  assets  in  smaller  Portfolio  Funds  deemed
attractive by the Investment Manager,  the Fund may purchase non-voting  securities of Portfolio Funds,  subject to
a  limitation  that the Fund will not purchase  voting and  non-voting  interests  in a Portfolio  Fund that in the
aggregate represent 25% or more of the Portfolio Fund's outstanding equity.

                  Portfolio  Managers will generally  invest primarily in marketable  securities,  although certain
Portfolio  Managers  may also invest in  privately  placed  securities  and other  investments  that are  illiquid.
Interests in Portfolio  Funds will not  themselves be marketable  and will only have limited  liquidity.  Portfolio
Managers may invest and trade in a wide range of instruments and markets,  including,  but not limited to, domestic
and foreign equities and equity-related  instruments,  currencies,  financial  futures,  and fixed income and other
debt-related  instruments.  Portfolio  Managers are generally not limited as to the markets  (either by location or
type,  such as large  capitalization,  small  capitalization  or non-U.S.  markets) in which they may invest or the
investment  discipline  that they may  employ  (such as value,  growth  or  bottom-up  or  top-down  analysis).  In
managing  Portfolio  Funds,  Portfolio  Managers  will  not  be  subject  to the  Fund's  investment  policies  and
restrictions  or the various  limitations  and  prohibitions  applicable to the activities of investment  companies
registered  under the  Investment  Company Act (such as the Fund).  However,  the Fund's  investment  policies  and
restrictions,  and limitations and  prohibitions on investments  imposed by the Investment  Company Act, will apply
in the case of Portfolio Accounts.


                  The Investment  Manager will regularly  evaluate each Portfolio  Manager to determine whether its
investment  program is consistent with the Fund's  investment  objective and whether its investment  performance is
satisfactory.  Based on these  evaluations,  the Investment  Manager will allocate and reallocate the Fund's assets
among Portfolio Managers and may terminate or add Portfolio Managers,  as it determines  appropriate and consistent
with the Fund's  investment  objective.  Members  will not vote on the  retention  or  termination  of a  Portfolio
Manager,  except that the retention of any Portfolio  Manager to manage a Portfolio  Account will be subject to the
approval  of the Board and  Members.  The Fund may seek to obtain an SEC order  exempting  it from the  requirement
that Members approve  Portfolio  Managers that are retained to manage  Portfolio  Accounts.  However,  no assurance
can be given that such an order will be issued.

BORROWING; USE OF LEVERAGE


                  The Fund is authorized to borrow money for investment  purposes,  to meet repurchase requests and
for  cash  management  purposes.  Portfolio  Funds  generally  are also  permitted  to  borrow  money  for  similar
purposes.  The use of  borrowings  for  investment  purposes is known as  "leverage"  and involves a high degree of
risk.  The  investment  programs of certain  Portfolio  Managers  may make  extensive  use of  leverage.  See "Risk
Factors--Leverage; Borrowing."

                  The Fund is  subject  to the  Investment  Company  Act  requirement  that an  investment  company
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 means that the
value of the Fund's total  indebtedness  may not exceed  one-third  the value of its total assets  (including  such
indebtedness).  These  limits do not apply to the  Portfolio  Funds and,  therefore,  the Fund's  portfolio  may be
exposed  to the risk of highly  leveraged  investment  programs  of certain  Portfolio  Funds.  The Asset  Coverage
Requirement  will  apply to  borrowings  by  Portfolio  Accounts,  as well as to other  transactions  by  Portfolio
Accounts  that can be deemed to result in the  creation of a "senior  security."  Generally,  in  conjunction  with
investment  positions for Portfolio  Accounts that are deemed to constitute senior  securities,  the Fund must: (i)
observe the Asset Coverage  Requirement;  (ii) maintain daily a segregated  account in cash or liquid securities at
such a level that the amount  segregated  plus any amounts pledged to a broker as collateral will equal the current
value of the position;  or (iii) otherwise  cover the investment  position with  offsetting  portfolio  securities.
Segregation of assets or covering investment  positions with offsetting  portfolio securities may limit a Portfolio
Account's ability to otherwise invest those assets or dispose of those securities.


SHORT SELLING


                  Portfolio  Funds and Portfolio  Accounts may sell  securities  short. To effect a short sale, the
Portfolio  Fund or  Portfolio  Account  will  borrow the  security  from a  brokerage  firm,  or other  permissible
financial  intermediary,  and  make  delivery  to the  buyer.  The  Portfolio  Fund or  Portfolio  Account  then is
obligated to replace the borrowed  security by  purchasing it at the market price at the time of  replacement.  The
price at such time may be more or less than the price at which the  security was sold short by the  Portfolio  Fund
or  Portfolio  Account,  which  would  result  in a loss  or  gain,  respectively.  The  use of  short  sales  is a
speculative practice and involves significant risks.  See "Risk Factors--Short Selling."


DERIVATIVES


                  Portfolio Funds and Portfolio Accounts may use financial instruments,  known as derivatives,  for
purposes  of  hedging  portfolio  risk  and  for  non-hedging  purposes.  Examples  of  derivatives  include  stock
options,  index options,  futures and options on futures.  Transactions in derivatives  involve certain risks.  See
"Risk Factors--Derivatives."


SHORT-TERM AND DEFENSIVE INVESTMENTS

                  The  Fund  will  invest  its  cash  reserves  in  high  quality  short-term  investments.   These
investments  may include  money market  instruments  and other  short-term  debt  obligations,  money market mutual
funds,  and  repurchase  agreements  with banks and  broker-dealers.  During  periods of adverse market or economic
conditions,  the Fund may  temporarily  invest all or a  significant  portion of its assets in these  securities or
hold cash.  This could prevent the Fund from  achieving its investment  objective.  Repurchase  agreements  involve
certain risks that are described in the SAI.

                                      INVESTMENT MANAGER PERFORMANCE HISTORY


                  Appendix B contains  investment  performance  information  for a private  investment  partnership
that is managed by the Investment  Manager using the same  personnel as will manage the Fund in accordance  with an
investment program that is substantially  similar to the Fund's investment  program.  This performance  information
does not  represent  the  investment  performance  of the Fund.  The  information  is  provided to  illustrate  the
experience  and  historic  investment  results  obtained  by the  Investment  Manager.  It should  not be viewed as
indicative of the future  investment  performance  of the Fund.  Prospective  investors  should  carefully read the
notes  accompanying  the investment  performance  charts in Appendix B. PAST  PERFORMANCE DOES NOT GUARANTEE FUTURE
INVESTMENT RESULTS.


                                              MANAGEMENT OF THE FUND

GENERAL

                  The Fund's  Board  provides  broad  oversight  over the  operations  and  affairs of the Fund.  A
majority of the Board is comprised of persons who are Independent Managers.


                  OppenheimerFunds,  Inc. (the "Adviser") serves as the Fund's investment  adviser,  subject to the
ultimate  supervision  of and  subject  to any  policies  established  by the  Board,  pursuant  to the terms of an
investment  advisory agreement with the Fund (the "Advisory  Agreement").  It has operated as an investment adviser
since  January  1960.  The Adviser  (including  its  subsidiaries)  managed  more than $120 billion of assets as of
September  30,  2001.  Its  clients  include  the  Oppenheimer  mutual  funds with more than 7 million  shareholder
accounts.  The Adviser is located at 498 Seventh  Avenue,  New York,  New York 10018 and is an  indirect,  majority
owned subsidiary of Massachusetts Mutual Life Insurance Company.


                  Under the  Advisory  Agreement,  the Adviser is  responsible  for  developing,  implementing  and
supervising  the Fund's  investment  program.  The Adviser is authorized,  subject to the approval of the Board and
Members,  to retain one of its affiliates to provide any or all of the investment  advisory services required to be
provided to the Fund or to assist the Adviser in providing these services.


                  As  compensation  for  services  required  to be  provided  by the  Adviser  under  the  Advisory
Agreement,  the Fund will pay the  Adviser a monthly  fee (the  "Management  Fee")  computed  at the annual rate of
1.20% of the  aggregate  value of  outstanding  Interests  determined  as of the last day of the month  (before any
repurchases of Interests or Incentive  Allocations).  The Adviser (or an affiliated  company of the Adviser that it
designates) is also entitled to be the special advisory member of the Fund (the "Special  Advisory  Member") and to
receive in such capacity a  performance-based  incentive  allocation  that is determined as a percentage of the net
profits of the Fund otherwise allocable to each Member.  See "Management of the Fund--Incentive Allocation."

                  Tremont  Partners,  Inc.  (the  "Investment  Manager"),  an affiliate  of the  Adviser,  has been
assigned  responsibility  for  providing  day-to-day  investment  management  services to the Fund,  subject to the
supervision  of the Adviser.  Since 1984,  the  Investment  Manager and its  affiliates  have provided  alternative
investment  solutions to a diverse client base including  financial  institutions,  mutual funds,  other investment
companies and high net worth  individuals.  These services  include tracking and evaluating over 2,000 domestic and
offshore  investment  funds. The Investment  Manager and its affiliates were responsible for the allocation of over
$8 billion of client assets among  alternative  investment  strategies,  as of September 30, 2001.  The  Investment
Manager is located  at 555  Theodore  Fremd  Avenue,  Rye,  New York  10580,  and since  October 1, 2001 has been a
majority owned,  indirect  subsidiary of Massachusetts  Mutual Life Insurance  Company.  The Adviser pays a monthly
fee to the Investment  Manager equal to 50% of the amount of the  Management Fee earned by the Adviser  pursuant to
the  Advisory  Agreement.  (This fee is payable by the  Adviser  and not the Fund).  In  addition,  the  Investment
Manager  has  been  designated  by  the  Adviser  to be  the  Special  Advisory  Member  entitled  to  receive  the
performance-based  incentive  allocation  described  above.  The  Investment  Manager's  retention  as  the  Fund's
investment  manager  was  approved by the Board and was also  approved  by the  Adviser as the Fund's sole  initial
Member.


MANAGEMENT TEAM

                  The following  personnel of the Investment Manager will be the persons primarily  responsible for
selecting Portfolio Managers and allocating the Fund's assets among the Portfolio Managers:


         Sandra L. Manzke,  Chairperson and Co-Chief  Executive Officer.  Ms. Manzke established  Tremont Partners,
         ----------------
         Inc. in October  1984 after  serving as a  Principal  at Rogers,  Casey &  Barksdale,  Inc.,  from 1976 to
         1984.  Ms.  Manzke is a Director of certain  private  investment  partnerships  managed by the  Investment
         Manager.  From 1974 to 1976, she worked as an independent  consultant at Bernstein  Macauley where she was
         responsible for reviewing the firm's  products.  At Scudder Stevens & Clark,  she established one of their
         internal  measurement  systems  during her tenure as an investment  manager from 1969 to 1974.  Ms. Manzke
         holds a Bachelor of Fine Arts from Pratt Institute.

         Robert I. Schulman,  Co-Chief  Executive  Officer.  Mr.  Schulman  joined the Investment  Manager in 1994.
         ------------------
         Prior to that, he was responsible for Smith Barney's $60 billion  Consulting  Services Division and Retail
         New Product  Development.  At Smith Barney,  he was also involved in all aspects of investment  management
         and manager  selection  processes.  Mr. Schulman founded the Leveraged  Product Division at E.F. Hutton in
         1982 and was responsible for the development of various derivative  products,  as well as growth index and
         financial  futures  and  options  trading.  In 1986,  he assumed  responsibility  for all retail  products
         offered at E.F.  Hutton.  He is a  graduate  of New York  University  and  received  a Master of  Business
         Administration degree in Finance from the Lubin School of Business.

         Bruce D. Ruehl,  Managing  Director,  Chief Investment  Strategist.  Mr. Ruehl  oversees  all  alternative
         --------------
         investment  research  and  consulting  at the  Investment  Manager.  From ___ to ___, Mr. Ruehl was a Vice
         President and Principal at Reliance  Properties,  Inc. where he advised  private real estate  partnerships
         investing  in bank and  RTC-owned  properties.  From  1989 to 1990,  he was Vice  President  and  National
         Product  Manager  for  Shearson  Lehman's  Consulting  Services  Department   responsible  for  overseeing
         proprietary  manager  investment  activities  and new  products.  From  ______ to  ______,  Mr.  Ruehl was
         Assistant  Manager  of the  Marketing  Department  for Brown  Brothers  Harriman  & Co.,  responsible  for
         marketing U.S. and international  investment  management  services to institutional  investors.  Mr. Ruehl
         received a B.A. in Economics  from Lafayette  College and an M.S. in Real Estate  Investment & Development
         from New York University.


         Robert J. Kulperger Jr.,  Director of Manager  Research.  Robert Kulperger  coordinates and structures the
         -----------------------
         Investment  Manager's  research  on  alternative  investment  managers.  Prior to joining  the  Investment
         Manager in 2001, Mr. Kulperger was a Vice-President  and Co-Head of the Alternative  Investments  Group at
         Nomura  Securities  International,  Inc. At Nomura,  he  co-headed  the group  responsible  for  creating,
         structuring  and  monitoring   custom-made  hedge  fund  of  fund  products  for  Japanese   institutional
         investors.  From  1993-1997,  he was an attorney in the Corporate and Securities  practice group at Arnold
         & Porter,  a Washington,  D.C. law firm. Mr.  Kulperger has a B.A. in  International  Relations from Brown
         University,  an M.A.  Equivalent in European  Administration  from the College of Europe,  and a J.D. from
         Stanford Law School.

         William  Brown,  Director of  Investment  Strategies.  William Brown is  responsible  for  developing  the
         ---------------
         firm's  investment  rationale and asset  allocation  policies.  Mr. Brown joined Tremont Advisers in March
         2000  as the  Primary  Specialist  in  Managed  Futures  and  Convertible  Arbitrage,  and  the  Secondary
         Specialist  in Fixed Income  within  Tremont's  Manager  Research  Department.  Prior to that, he spent 10
         years  trading and managing  substantial  assets in a wide array of global  markets,  producing  financial
         advisory  services,  launching hedge funds and principal  protection  products,  and leading  trading- and
         modeling-systems  development  at IFC, a joint venture  formed in 1984 by two privately  held companies --
         International Forecasting Corporation (IFC) of Stamford,  Connecticut,  and IFC Management Ltd., a Bermuda
         company.  Mr.  Brown  joined  IFC in  February  1990.  From 1986 to 1990,  Mr.  Brown  designed  insurance
         modeling  software and built financial  projections as an actuarial  analyst for Cologne Life  Reinsurance
         in  Stamford,   Connecticut.   Later,  he  designed  options  modeling  software  for  Jonathan  Conway  &
         Associates,  a proprietary  commodities  trading firm in Stamford,  Connecticut,  where he learned trading
         and hedging  strategies.  Mr. Brown  graduated  from the  University  of Rochester in 1985 with a Major in
         Economics and a Minor in Philosophy,  and earned a Certificate in Management  Studies as an  undergraduate
         from the William E. Simon Graduate School of Business Administration.

         Suzanne S. Hammond,  Senior Vice  President,  Secretary and Treasurer.  Suzanne Hammond is responsible for
         ------------------
         program analysis and fund  administration/supervision  of the Investment Manager's  proprietary  products.
         Ms. Hammond is also responsible for certain  investment  supervision  clients and is a Director of certain
         private  investment  partnerships  managed by the  Investment  Manager.  Prior to joining  the  Investment
         Manager in 1989,  Ms.  Hammond spent six years with Rogers,  Casey & Barksdale,  Inc. as a Senior  Analyst
         responsible  for major  consulting  clients.  For five years prior to joining Rogers,  Casey,  Ms. Hammond
         served  as the  liaison  representative  managing  listed  midwestern  companies  on the  New  York  Stock
         Exchange,  Inc. She received a Bachelor of Arts degree in Russian  History/Economics  from the  University
         of North Carolina, Chapel Hill and an A.B.A. from Colby Jr. College.

ADMINISTRATIVE SERVICES


                  Under the terms of an  administration  agreement with the Fund, the Adviser will provide  certain
administrative  services to the Fund,  including,  among others:  providing office space and other support services
and personnel as necessary to provide such services to the Fund;  supervising the entities  retained by the Fund to
provide  accounting  services,  investor  services and custody  services;  handling Member inquiries  regarding the
Fund,  including  but not  limited to  questions  concerning  their  investments  in the Fund and  capital  account
balances;  preparing or assisting in the preparation of various reports,  communications  and regulatory filings of
the Fund;  assisting in the review of investor  applications;  monitoring  the Fund's  compliance  with Federal and
state regulatory  requirements  (other than those relating to investment  compliance);  coordinating and organizing
meetings of the Board and meetings of Members and preparing  related  materials;  and  maintaining  and  preserving
certain  books and  records of the Fund.  In  consideration  for these  services,  the Fund will pay the  Adviser a
monthly fee computed at the annual rate of 0.25% of the aggregate value of outstanding  Interests  determined as of
the last day of each calendar month (the "Administration Fee").


INCENTIVE ALLOCATION


                  The Adviser (or an affiliated  company of the Adviser that it  designates) is entitled to receive
a  performance-based  allocation  equal to 10% of the net  profits,  if any,  in excess of the  "Preferred  Return"
(described  below) that otherwise  would have been credited to the capital  account of each Member (the  "Incentive
Allocation").  The  Incentive  Allocation  will be debited  from a Member's  capital  account  and  credited to the
Special Advisory Account,  and generally will be made as of the end of each calendar year (commencing  December 31,
2002),  and upon the repurchase of the Member's  Interest (or any portion  thereof).  It will also be made upon the
admission  of a  substitute  Member to whom the  Interest  of a Member  has been  transferred  (unless no change in
beneficial  ownership  results  from the  transfer)  and when the  Adviser  (or an  affiliate)  ceases  to serve as
investment  adviser of the Fund.  (Each period for which the Incentive  Allocation is determined is an  "Allocation
Period.")  The  Incentive  Allocation  will apply only to net profits  for the  applicable  Allocation  Period that
exceed  both:  (i)  the  Preferred  Return for the  Allocation  Period;  and (ii) any  balance in a "Loss  Recovery
Account" (described below) established for the Member.

                  For purposes of calculating the Incentive  Allocation and  determining  amounts to be credited to
or debited  from the Loss  Recovery  Account of a Member,  net profits or net losses will  generally be measured as
the net change in the value of the Member's  capital account  (including the effect of any unrealized  appreciation
or depreciation  in the Fund's  investments,  the Fund's  realized gains and losses,  and its income and expenses),
before giving effect to any repurchases by the Fund of the Member's  Interest or any portion  thereof.  The methods
to be used in making these  calculations are set forth in the Fund's Limited  Liability Company Agreement (the "LLC
Agreement").  See Appendix C of this prospectus.

                  The Preferred  Return is an amount  determined by applying an annual  percentage rate equal to 8%
to the  capital  account  balance of a Member as of the  beginning  of each  fiscal  period  within the  Allocation
Period.

                  In addition,  the Incentive  Allocation  will be made only with respect to net profits  allocable
to a Member  that  exceed any  balance in the  Member's  Loss  Recovery  Account.  The Loss  Recovery  Account is a
memorandum  account  with  respect to each  Member that has an initial  balance of zero.  As of the first day after
the close of each  Allocation  Period,  the balance of the  account is  adjusted in the manner  provided by the LLC
Agreement  to increase  the balance to reflect net losses  allocated to the Member and to decrease the balance (but
not below zero) to reflect any net profits  allocated to the Member.  The Loss Recovery  Account operates to ensure
that a Member is not subject to the  Incentive  Allocation  on net profits  except to the extent they exceed  prior
net losses.

                  With  respect to a repurchase  by the Fund as of a date that would not, but for such  repurchase,
be the end of an Allocation  Period, the Incentive  Allocation will apply on a proportionate  basis if a portion of
a Member's  Interest is  repurchased  by the Fund.  In such case,  the Incentive  Allocation  will be made on a pro
rata  portion  of any net  profits  allocable  to the  Member  (based on the  percentage  portion  of the  Interest
repurchased),  and by  attributing a pro rata portion of the Preferred  Return and any balance in the Loss Recovery
Account to the portion of the Interest being repurchased  (with  appropriate  reduction to the Preferred Return and
the remaining balance of the Loss Recovery Account as to the portion of the Interest that is not repurchased).

                  The Adviser (or its designated  affiliate) may withdraw any Incentive  Allocation credited to the
Special Advisory Account at any time following the date on which the Incentive Allocation is made.

                  The  Incentive  Allocation  presents  risks that are not  present in funds  without an  incentive
allocation.  See  "Risks--Incentive  Allocation." The overall fees,  expenses and the Incentive  Allocation  payable
by the Fund or borne by Members  will be higher  than the fees and  expenses  of most other  registered  investment
companies,  but generally will be similar to those of many private  investment  funds and certain other  registered
investment  companies  with  investment  policies  similar to those of the Fund.  Very few  advisers of  registered
investment companies receive incentive allocations similar to the Incentive Allocation.

ACCOUNTING AND CUSTODY SERVICES

                  PFPC Inc.  ("PFPC") provides various fund accounting,  investor  accounting and taxation services
to the Fund.  In  consideration  of these  services,  the Fund will pay PFPC a monthly fee which is not expected to
exceed  0.25% of the  Fund's  net  assets on an annual  basis and will  reimburse  PFPC for  certain  out-of-pocket
expenses.  PFPC Trust Company,  an affiliate of PFPC,  serves as the Fund's custodian and maintains  custody of the
Fund's  assets.  The  principal  business  address  of  PFPC  and  PFPC  Trust  Company  is 400  Bellevue  Parkway,
Wilmington, Delaware 19809.

INVESTOR SERVICING ARRANGEMENTS

                  Under the terms of an investor  servicing  agreement  between the Fund and the  Distributor  (the
"Investor  Servicing  Agreement"),  the Distributor is authorized to retain  broker-dealers  and certain  financial
advisers  to provide  ongoing  investor  services  and  account  maintenance  services  to  Members  that are their
customers  ("Investor  Service  Providers").  These  services  include,  but are not  limited to,  handling  Member
inquiries  regarding the Fund (e.g.,  responding to questions  concerning  investments in the Fund, capital account
balances,  and reports and tax  information  provided by the Fund);  assisting in the  enhancement of relations and
communications  between  Members and the Fund;  assisting in the  establishment  and maintenance of Member accounts
with the Fund;  assisting in the  maintenance of Fund records  containing  Member  information;  and providing such
other  information  and Member  liaison  services as the  Distributor  may reasonably  request.  Under the Investor
Servicing  Agreement,  the Fund will pay a fee to the  Distributor  to reimburse  it for payments  made to Investor
Service  Providers.  This fee will be paid  quarterly  and will be in an  amount,  with  respect  to each  Investor
Service  Provider,  not to exceed  the  lesser of: (i) 0.50% (on an  annualized  basis) of the  aggregate  value of
outstanding  Interests held by investors that receive  services from the Investor Service  Provider,  determined as
of the last day of the calendar  quarter  (before any  repurchases  of Interests or the Incentive  Allocation);  or
(ii) the  Distributor's  actual payments to the Investor  Service  Provider.  The  Distributor  will be entitled to
reimbursement  under the  Investor  Servicing  Agreement  for any payments it may make to any  affiliated  Investor
Service Providers.


FUND EXPENSES


                  The Fund will bear its own  expenses  including,  but not limited  to: the  Management  Fee;  the
Administration  Fee; fees for Investor  Services;  any taxes;  certain ongoing  offering costs;  investment-related
expenses  incurred by the Fund (e.g.,  fees and expenses  charged by the Portfolio  Managers and  Portfolio  Funds,
placement fees,  interest on indebtedness,  fees for data and software providers,  research expenses,  professional
fees  (including,  without  limitation,  expenses of consultants and experts)  relating to  investments);  fees and
expenses  for  accounting  and custody  services;  the fees and  expenses  of Fund  counsel,  legal  counsel to the
Independent Managers and the Fund's independent auditors;  tax preparation expenses;  corporate licensing
fees;  the fees and expenses of Managers who are not employees of the Adviser or one of its  affiliates,  including
travel,  insurance and other expenses  associated with the operation of the Fund; and such other expenses as may be
approved by the Board.  The Fund will  reimburse  the Adviser for any of the above  expenses that it pays on behalf
of the Fund.

                  The Fund's  organizational  expenses and the costs of the initial offering of Interests are being
borne voluntarily by the Adviser.




                                              INVESTOR QUALIFICATIONS


                  Interests  are  being  offered  only  to  investors  that  are  "Qualified  Clients."  Currently,
Qualified  Clients  include:  (i) natural persons and companies  (other than  investment  companies) that represent
that they have a net worth (together,  in the case of a natural person,  with assets held jointly with a spouse) of
more than  $1,500,000;  (ii) persons who have at least $750,000 under the Adviser's or its affiliates'  management,
including  any  amount  invested  in the Fund;  (iii)  persons  who are  "qualified  purchasers"  as defined by the
Investment Company Act and the rules thereunder;  and (iv) certain  knowledgeable  employees who participate in the
Adviser's  investment  activities.  In addition,  Interests are offered only to investors that are U.S. persons for
Federal income tax purposes,  as defined below, and may not be purchased by charitable  remainder trusts.  You must
complete and sign an investor  certification  that you meet these  requirements  before you may invest in the Fund.
The form of this  investor  certification  is  contained  in  Appendix A of this  prospectus.  The Fund will not be
obligated  to sell to brokers or dealers any  Interests  that have not been placed with  Qualified  Investors  that
meet all applicable requirements to invest in the Fund.

                  A person is  considered  a U.S.  person for Federal  income tax  purposes if the person is: (i) a
citizen or resident  of the United  States;  (ii) a  corporation,  partnership  (including  an entity  treated as a
corporation  or partnership  for U.S.  Federal income tax purposes) or other entity (other than an estate or trust)
created or organized under the laws of the United States,  any state therein or the District of Columbia;  (iii) an
estate (other than a foreign  estate  defined in Section  7701(a)(31)(A)  of the Internal  Revenue Code of 1986, as
amended (the "Code"));  or (iv) a trust, if a court within the U.S. is able to exercise  primary  supervision  over
its  administration  and one or more U.S.  persons have the authority to control all substantial  decisions of such
trust.


                                      REPURCHASES OF INTERESTS AND TRANSFERS

NO RIGHT OF REDEMPTION


                  No Member or other  person  holding an  Interest  or a portion  of an  Interest  acquired  from a
Member  will have the right to require  the Fund to redeem that  Interest  or portion  thereof.  There is no public
market  for  Interests,  and  none is  expected  to  develop.  With  very  limited  exceptions,  Interests  are not
transferable and liquidity will be provided only through limited  repurchase  offers that will be made from time to
time by the Fund.  Any  transfer of an Interest in violation of the LLC  Agreement  will not be permitted  and will
be  void.  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.  For  information  on the Fund's  policies  regarding
transfers of Interest, see "Repurchases and Transfers of Interests--Transfers of Interests" in the SAI.


REPURCHASES OF INTERESTS


                  The Fund from time to time will offer to  repurchase  outstanding  Interests  pursuant to written
tenders by  Members.  Repurchase  offers will be made at such times and on such terms as may be  determined  by the
Board in its sole  discretion,  and generally will be offers to repurchase a specified dollar amount of outstanding
Interests.  A redemption  fee equal to 1.00% of the value of an Interest  (or portion of an  Interest)  repurchased
by the Fund will apply if the date as of which the  Interest  is to be valued for  purposes of  repurchase  is less
than one year following the date of a Member's  initial  investment in the Fund. If applicable,  the redemption fee
will be deducted before payment of the proceeds of a repurchase.

                  In  determining  whether the Fund should  repurchase  Interests or portions  thereof from Members
pursuant to written tenders,  the Board will consider the recommendations of the Adviser.  The Adviser expects that
it will  recommend to the Board that the Fund offer to  repurchase  from  Interests  as of December  31, 2002,  and
thereafter,  twice each year, as of the last business day of March and September.  The LLC Agreement  provides that
the Fund will be dissolved if the Interest of any Member that has  submitted a written  request for  repurchase  of
its Interest,  in accordance  with the terms of the LLC  Agreement,  has not been  repurchased by the Fund within a
period of two years after the Member's  request.  See  "Repurchases and Transfers of  Interests--Repurchase  Offers"
in the SAI.  The Board will also consider the following factors, among others, in making its determination:


o        whether any Members have requested to tender Interests or portions thereof to the Fund;

o        the liquidity of the Fund's assets;

o        the investment plans and working capital requirements of the Fund;

o        the relative economies of scale with respect to the size of the Fund;

o        the history of the Fund in repurchasing Interests or portions thereof;

o        the economic condition of the securities markets; and

o        the anticipated tax consequences of any proposed repurchases of Interests or portions thereof.


                  The Board will  determine  that the Fund  repurchase  Interests or portions  thereof from Members
pursuant  to  written  tenders  only on terms the Board  determines  to be fair to the Fund and  Members.  When the
Board determines that the Fund will make a repurchase  offer,  notice of that offer will be provided to each Member
describing the terms of the offer,  and containing  information that Members should consider in deciding whether to
tender  Interests for repurchase.  Members who are deciding  whether to tender their Interests or portions  thereof
during the period that a repurchase  offer is open may ascertain  the estimated net asset value of their  Interests
from the Adviser during the period the offer remains open.

                  When Interests are  repurchased by the Fund,  Members will generally  receive cash  distributions
equal to the value of the  Interests  (or  portion  of the  Interest)  repurchased,  less the  redemption  fee,  if
applicable.  However,  in the sole  discretion of the Fund, the proceeds of repurchases of Interests may be paid by
the in-kind  distribution of securities  held by the Fund, or partly in cash and partly in-kind.  The Fund does not
expect to distribute  securities  in-kind except in unusual  circumstances,  such as in the unlikely event that the
Fund does not have  sufficient  cash to pay for Interests  that are  repurchased  or if making a cash payment would
result in a material  adverse effect on the Fund or on Members not tendering  Interests for  repurchase.  See "Risk
Factors--General  Risks."  Repurchases  will be effective  after receipt and  acceptance by the Fund of all eligible
written tenders of Interests or portions thereof from Members.


                  A Member that tenders its entire  Interest will  generally have a taxable event when the Interest
is  repurchased.  Gain,  if any,  will be  recognized  by a tendering  Member only as and after the total  proceeds
received  by the  Member  exceed  the  Member's  adjusted  tax  basis  in the  Interest.  A loss,  if any,  will be
recognized  only after the Member has received  full payment  under the  promissory  note that will be given to the
Member prior to the Fund's payment of the repurchase amount.

REPURCHASE PROCEDURES


                  Due to liquidity  restraints  associated  with the Fund's  investments in Portfolio Funds and the
fact that the Fund may have to effect  withdrawals from those funds to pay for Interests being  repurchased,  it is
presently expected that, under the procedures  applicable to the repurchase of Interests,  Interests will be valued
for purposes of determining  their  repurchase price as of a date  approximately  one month after the date by which
Members must submit a repurchase  request (the "Valuation  Date") and that the Fund will generally pay the value of
the  Interests or portions  thereof  repurchased  (or as discussed  below,  95% of such value if a Member's  entire
Interest is  repurchased)  approximately  one month after the Valuation  Date.  The amount that a Member may expect
to receive on the  repurchase  of the  Member's  Interest  (or portion  thereof)  will be the value of the Member's
capital  account (or portion  thereof being  repurchased)  determined  on the  Valuation  Date and based on the net
asset value of the Fund's  assets as of that date,  after giving  effect to all  allocations  to be made as of that
date to the  Member's  capital  account,  including  any  Incentive  Allocation,  and less the  redemption  fee, if
applicable.  This  amount  will be  subject  to  adjustment  upon  completion  of the  annual  audit of the  Fund's
financial  statements  for the fiscal  year in which the  repurchase  is  effected  (which it is  expected  will be
completed  within 60 days after the end of each fiscal year).  If the entire  Interest of a Member is  repurchased,
the Member will  receive an initial  payment  equal to 95% of the  estimated  value of the Interest and the balance
due will be determined and paid promptly after completion of the Fund's audit and be subject to audit adjustment.

                  Under  these  procedures,  Members  will have to decide  whether to tender  their  Interests  for
repurchase  without the benefit of having current  information  regarding value of Interests as of a date proximate
to the  Valuation  Date.  In  addition,  there will be a  substantial  period of time  between the date as of which
Members must tender  Interests and the date they can expect to receive  payment for their  Interests from the Fund.
However,  promptly after the expiration of a repurchase offer,  Members whose Interests are accepted for repurchase
will be  given  non-interest  bearing,  non-transferable  promissory  notes  by the Fund  representing  the  Fund's
obligation  to  pay  for  repurchased   Interests.   Payments  for  repurchased  Interests  may  be  delayed  under
circumstances  where the Fund has determined to redeem its interests in Portfolio Funds to make such payments,  but
has experienced delays in receiving payments from the Portfolio Funds.

                  A Member who tenders for repurchase  only a portion of the Member's  Interest will be required to
maintain a capital account balance of $50,000,  net of the amount of the Incentive  Allocation,  if any, that is to
be debited  from the  capital  account of the Member as of the  Valuation  Date with  respect to the portion of the
Interest  repurchased.  If a Member  tenders a portion of an Interest  and the  repurchase  of that  portion  would
cause the Member's  capital  account  balance to fall below this required  minimum,  the Fund reserves the right to
reduce  the  portion of the  Interest  to be  purchased  from the Member so that the  required  minimum  balance is
maintained.


                  Repurchases of Interests by the Fund are subject to certain  regulatory  requirements  imposed by
SEC rules.

MANDATORY REDEMPTION BY THE FUND


                  The LLC  Agreement  provides  that the Fund may redeem an  Interest  (or  portion  thereof)  of a
Member  or any  person  acquiring  an  Interest  (or  portion  thereof)  from or  through  a Member  under  certain
circumstances,  including if:  ownership of the Interest by the Member or other person will cause the Fund to be in
violation  of certain  laws;  continued  ownership  of the  Interest  may  adversely  affect  the Fund;  any of the
representations  and warranties  made by a Member in connection  with the  acquisition of the Interest was not true
when made or has ceased to be true;  or it would be in the best  interests of the Fund to  repurchase  the Interest
or a portion thereof.  Members whose Interest,  or a portion thereof,  is redeemed by the Fund will not be entitled
to a return  of any  amount of sales  load  that was  charged  in  connection  with the  Member's  purchase  of the
Interest.


                                          CALCULATION OF NET ASSET VALUE


                  The net asset  value of the Fund will be  computed as of the close of business on the last day of
each "fiscal period" (as defined under "Capital  Accounts"  below).  The Fund's net asset value is the value of the
Fund's  assets less its  liabilities.  In  computing  net asset value,  the Fund will value  interests in Portfolio
Funds at their fair value,  which the Board has  determined  will  ordinarily  be the values of those  interests as
determined  by the Portfolio  Managers of the  Portfolio  Funds in  accordance  with  policies  established  by the
Portfolio  Funds.  Other  securities and assets of the Fund  (including  securities and other  investments  held by
Portfolio  Accounts) will be valued at market value, if market quotations are readily available,  or will be valued
at fair value as determined by in good faith by the Board or in accordance  with  procedures  adopted by the Board.
Expenses  of the Fund and its  liabilities  (including  the amount of any  borrowings)  are taken into  account for
purposes of computing net asset value.

                  Prospective  investors  should be aware that there can be no  assurance  that the fair  values of
interests in Portfolio  Funds as determined  under the procedures  described above will in all cases be accurate to
the extent that the Fund,  the Board and the  Investment  Manager do not  generally  have  access to all  necessary
financial and other  information  relating to the Portfolio Funds to determine  independently  the net asset values
of those  funds.  The Board's  results in  accurately  fair  valuing  securities  whose market value is not readily
ascertainable  as a result of a significant  event are subject to inaccuracies  and that its valuation of portfolio
positions could have an adverse effect on the Fund's net assets if its judgments regarding  appropriate  valuations
should prove incorrect.


                                                 CAPITAL ACCOUNTS

GENERAL


                  The Fund will  maintain a separate  capital  account for each Member,  which will have an opening
balance equal to the Member's  initial  contribution to the capital of the Fund (i.e., the amount of the investment
less any applicable  sales load).  Each Member's  capital account will be increased by the amount 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.  Similarly,  each  Member's  capital  account will be reduced by the sum of the amount of any
repurchase by the Fund of the Member's  Interest,  or portion thereof,  plus the amount of any distributions to the
Member  which are not  reinvested,  plus any amounts  debited  against 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
fiscal  period.  A fiscal period  begins on the day after the last day of the  preceding  fiscal period and ends at
the close of business  on the first to occur of (i) the last day of each fiscal year (March 31),  (ii) the last day
of each taxable year (December 31),  (iii) the day preceding the date as of which any  contribution  to the capital
of the Fund is made,  (iv) any day as of which the Fund  repurchases  any  Interest  (or  portion  thereof)  of any
Member,  or (v) any day as of which any amount is  credited to or debited  from the  capital  account of any Member
other than an amount to be credited  to or debited  from the capital  accounts  of all Members in  accordance  with
their  respective  investment  percentages.  An investment  percentage will be determined 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 Special Advisory  Account is a capital account in the Fund that is maintained  solely for the
purpose of receiving the Incentive  Allocation and no other allocations of profits,  losses or other items are made
to or from such account.  Any balance in the Special  Advisory  Account will not be considered in  determining  the
investment percentages of Members.

ALLOCATION OF NET PROFITS AND LOSSES


                  Net  profits  or net  losses  of the Fund for each  fiscal  period  will be  allocated  among and
credited  to or debited  against  the  capital  accounts  of Members  as of the last day of each  fiscal  period in
accordance  with  Members'  respective  investment  percentages  for the 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  change in  unrealized
appreciation  or  depreciation  of investments and realized income and gains or losses and expenses during a fiscal
period,  before giving effect to any repurchases by the Fund of Interests (or portions thereof),  and excluding the
amount of any items to be allocated  among the capital  accounts of the Members other than in  accordance  with the
Members' respective  investment  percentages.  As of the end of each Allocation Period, any Incentive Allocation to
be made from net profits  otherwise  allocable to a Member will be debited  from the capital  account of the Member
and credited to the Special Advisory Account.  See "Management of the Fund--Incentive Allocation."

                  Allocations  for  Federal  income tax  purposes  generally  will be made  among  Members so as to
reflect  equitably  amounts  credited or debited to each Member's capital account for the current and prior taxable
years.  Under the LLC  Agreement,  the Adviser has the  discretion  to allocate  specially  an amount of the Fund's
capital gains,  including  short-term  capital gain, for Federal income tax purposes to the Special Advisory Member
and to a Member  that  withdraws  from the Fund (a  "Withdrawing  Member"),  in either  case to the extent that the
capital  account balance of the Special  Advisory  Member or the Withdrawing  Member exceeds the Federal income tax
basis in their respective Interests.


ALLOCATION OF SPECIAL ITEMS

                  Withholding  taxes or other tax  obligations  incurred by the Fund which are  attributable to any
Member  will be debited  against the capital  account of that  Member as of the close of the fiscal  period  during
which the Fund paid those  obligations,  and any amounts  then or  thereafter  distributable  to the Member 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.

                  Generally,  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 be
charged to only those  Members on whose behalf the payments are made or whose  particular  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)  which the Fund may
deem  necessary  or  appropriate.  The  amount  of any  reserve  (or any  increase  or  decrease  therein)  will be
proportionately  charged or credited,  as appropriate,  to the capital accounts of those Members who are Members at
the time when the reserve is created,  increased or decreased,  as the case may be; provided,  however, that if the
                                                                                    --------   -------
reserve (or any increase or decrease  therein)  exceeds the lesser of $500,000 or 1% of the aggregate  value of the
capital accounts of all those Members,  the amount of the reserve,  increase,  or decrease shall instead be charged
or credited to those  Members  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.

VOTING

                  Each  Member  will have the right to cast a number  of votes  based on the value of the  Member's
capital  account  relative to the value of the capital  accounts of all Member at any meeting of Members  called by
the Board or  investors  holding  at least a  majority  of the total  number  of votes  eligible  to be cast by all
Members.  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  the  election of Managers,  the approval of the
Advisory Agreement and the approval of the Fund's independent public  accountants,  in each case to the extent that
voting by  shareholders  is  required by the  Investment  Company  Act.  Except for the  exercise  of their  voting
rights,  Members will not be entitled to participate in the management or control of the Fund's  business,  and may
not act for or bind the Fund.

                                                       TAXES


                  The  following  is a summary  of  certain  aspects  of the  income  taxation  of the Fund and its
Members  that should be  considered  by a  prospective  Member.  The Fund has not sought a ruling from the Internal
Revenue Service (the  "Service") or any other Federal,  state or local agency with respect to any of the tax issues
affecting  the Fund,  nor has it obtained an opinion of counsel  with  respect to any Federal tax issues other than
the characterization of the Fund as a partnership for Federal income tax purposes.

                  This  summary of certain  aspects of the Federal  income tax  treatment of the Fund is based upon
the  Internal  Revenue  Code of 1986,  as amended (the  "Code"),  judicial  decisions,  Treasury  Regulations  (the
"Regulations")  and rulings in  existence  on the date  hereof,  all of which are subject to change.  This  summary
does not  discuss  the  impact of  various  proposals  to amend  the Code  that  could  change  certain  of the tax
consequences  of an investment  in the Fund.  This summary also does not discuss all of the tax  consequences  that
may be relevant to a particular  investor or to certain  investors  subject to special  treatment under the Federal
income tax laws, such as insurance companies.

                  Prospective  Members  should consult with their own tax advisers In order fully to understand the
Federal, state, local and foreign income tax consequences of an investment in the Fund.

                  In  addition  to the  particular  matters  set forth in this  section,  tax-exempt  organizations
should review  carefully  those  sections of this  prospectus and the SAI regarding  liquidity and other  financial
matters to ascertain  whether the investment  objectives of the Fund are consistent  with their overall  investment
plans.  Prospective  tax-exempt  investors are urged to consult  their own counsel  regarding  the  acquisition  of
Interests.


Tax Treatment of Fund Operations
--------------------------------


                  Classification  of the Fund.  The Fund has  received  an  opinion  of  Schulte  Roth & Zabel LLP,
                  ---------------------------
Special Fund Counsel,  that under the provisions of the Code and the  Regulations,  as in effect on the date of the
opinion,  as well as under the  relevant  authority  interpreting  the Code and the  Regulations,  and  based  upon
certain  representations  of the Board,  the Fund will be treated as a partnership  for Federal income tax purposes
and not as an association taxable as a corporation.


                  Under  Section  7704 of the  Code,  "publicly  traded  partnerships"  are  generally  treated  as
corporations  for Federal income tax purposes.  A publicly  traded  partnership is any partnership the interests in
which are traded on an established  securities  market or which are readily  tradable on a secondary market (or the
substantial  equivalent  thereof).  Interests will not be traded on an established  securities market.  Regulations
concerning the  classification  of partnerships as publicly traded  partnerships (the  "Section 7704  Regulations")
provide certain safe harbors under which interests in a partnership  will not be considered  readily  tradable on a
secondary  market (or the  substantial  equivalent  thereof).  The Fund may not be  eligible  for any of those safe
harbors.  In  particular,  it will not  qualify  under the private  placement  safe harbor set forth in the Section
7704 Regulations if the Fund has more than 100 Members.

                  The Section  7704  Regulations  specifically  provide that the fact that a  partnership  does not
qualify for the safe harbors is disregarded  for purposes of  determining  whether  interests in a partnership  are
readily  tradable  on a  secondary  market  (or the  substantial  equivalent  thereof).  Rather,  in this event the
partnership's  status is  examined  under a general  facts and  circumstances  test set forth in the  Section  7704
Regulations.  Schulte  Roth & Zabel LLP also has rendered its opinion  that,  under this "facts and  circumstances"
test, and based upon the  anticipated  operations of the Fund as well as the  legislative  history to Section 7704,
the text of the Section 7704  Regulations and certain  representations  of the Fund,  Interests will not be readily
tradable on a secondary market (or the substantial  equivalent thereof) and,  therefore,  that the Fund will not be
treated as a publicly traded partnership taxable as a corporation.


                  Neither of the opinions of counsel  described  above,  however,  is binding on the Service or the
courts.  If it were determined  that the Fund should be treated as an association or a publicly traded  partnership
taxable as a corporation  for Federal  income tax purposes (as a result of a successful  challenge to such opinions
by the Service,  changes in the Code,  the  Regulations or judicial  interpretations  thereof,  a material  adverse
change in facts,  or  otherwise),  the  taxable  income of the Fund would be subject to  corporate  income tax when
recognized by the Fund;  distributions  of such income,  other than in certain  redemptions of Interests,  would be
treated as dividend  income when received by the Members to the extent of the current or  accumulated  earnings and
profits of the Fund; and Members would not be entitled to report profits or losses realized by the Fund.


                  Unless  otherwise  indicated,  references in the following  discussion of the tax consequences of
Fund investments,  activities, income, gain and loss, include the direct investments,  activities, income, gain and
loss of the Fund, and those  indirectly  attributable  to the Fund as a result of it being an investor in Portfolio
Funds.

                  As a  partnership,  the Fund is not  itself  subject  to Federal  income  tax.  The Fund files an
annual  partnership  information  return with the Service which reports the results of  operations.  Each Member is
required to report  separately on its income tax return its distributive  share of the Fund's net long-term capital
gain or loss, net short-term  capital gain or loss and all other items of ordinary  income or loss.  Each Member is
taxed on its  distributive  share of the Fund's  taxable  income and gain  regardless of whether it has received or
will  receive a  distribution  from the Fund.  For a more  detailed  discussion  of  certain  aspects of the income
taxation of the Fund and its investments under Federal and state law, see "Tax Aspects" in the SAI.

                                             DISTRIBUTION ARRANGEMENTS


GENERAL


                  The  Distributor  acts as the  distributor  of  Interests  on a best  efforts  basis,  subject to
various  conditions,  pursuant  to the  terms of a  General  Distributor's  Agreement  entered  into with the Fund.
Interests may be purchased  through the  Distributor  or through  brokers or dealers that have entered into selling
agreements  with the  Distributor.  The Fund is not obligated to sell to a broker or dealer any Interests that have
not been  placed  with  Qualified  Investors  that meet all  applicable  requirements  to  invest in the Fund.  The
Distributor  maintains  its  principal  office at 6803 South  Tucson  Way,  Englewood,  Colorado  80112,  and is an
affiliate of the Adviser and the Investment Manager.

                  Interests  are  being  offered  in an  initial  offering.  The  Distributor  expects  to  deliver
Interests  purchased in the initial  offering on or about  January 2, 2002, or on such earlier or later date as the
Distributor may determine.  Subsequent to the initial  offering,  Interests will be offered and may be purchased on
a monthly basis, or at such other times as may be determined by the Board.

                  Neither the  Distributor  nor any other broker or dealer is obligated to buy from the Fund any of
the  Interests.  There is no  minimum  aggregate  amount of  Interests  required  to be  purchased  in the  initial
offering.  The Distributor does not intend to make a market in Interests.


PURCHASE TERMS


                  Interests are being offered only to Qualified  Investors that meet all  requirements to invest in
the Fund.  The  minimum  initial  investment  in the Fund by an  investor  is $50,000  (less the  applicable  sales
load).  Subsequent  investments  must be at least $25,000 (less the applicable  sales load).  These minimums may be
modified by the Fund from time to time.  Interests  are being sold subject to a sales load,  described on the cover
of this prospectus.

                  Under a right of accumulation  offered by the Fund, the amount of each  additional  investment in
the  Fund by a Member  will be  aggregated  with the  amount  of the  Member's  initial  investment  and any  other
additional  investments  in  determining  the  applicable  sales load.  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 403(b) Plans),  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 add the value, at the current  offering price, of Interests  previously
purchased and currently owned to the value of Interests  currently  purchased to determine the sales load rate that
applies.  The  reduced  sales load will apply only to current  purchases.  An  investor  must  request  the reduced
sales load when making an investment.

                  In  addition,  the sales  load may be waived in  certain  cases  with  respect  to  purchases  of
Interests by certain purchasers,  including: persons affiliated with the Adviser (or with its affiliates);  brokers
and dealers  that use  Interests  in  connection  with  investment  products  they offer or that sell  Interests to
defined contribution plans for which the broker or dealer provides administration  services; and certain retirement
plans and  deferred  compensation  plans.  For further  information,  see  Appendix A of the SAI. To be eligible to
receive a waiver of the sales  load or special  sales  load rate  applicable  under the right of  accumulation,  an
investor must advise the Distributor or the selling broker or dealer when making an investment.

                  The full  amount of the sales  load is  reallowed  by the  Distributor  to  selling  brokers  and
dealers.  In  addition,  the  Distributor  (or one of its  affiliates)  may pay from its own  resources  additional
compensation  to brokers and dealers of up to 1% of the value of Interests  sold by such  brokers and dealers.  The
maximum  underwriting  compensation  to be paid to  underwriters  and related  persons in connect  with the initial
offering of  Interests  will not exceed 8% of the initial  gross  proceeds of  Interests  sold.  Such  compensation
consists of the maximum sales load of 2.5% and the 1% additional compensation described above.

                  Investor funds will not be accepted  until the  registration  statement to which this  prospectus
relates is declared  effective.  All  investor  funds for the  initial  closing of the sale of  Interests,  and for
closings of subsequent  offerings,  will be deposited in an escrow account  maintained by PFPC, as escrow agent, at
PNC Bank,  Delaware,  for the benefit of the  investors.  Funds held in the escrow  account may be invested in high
quality,  short-term  investments,  and any  interest  earned on the funds  will be paid to  investors  on the date
Interests  are issued.  The full amount of an  investment  is payable in federal  funds,  which must be received by
the  Distributor  not later than eight  business days prior to the beginning of a month if payment is made by check
or three business days prior to the beginning of a month if payment is sent by wire or via NSCC.

                  Before  an  investor  may  invest  in  the  Fund,  the   Distributor  or  the  investor's   sales
representative  will  require a  certification  from the investor  that it is a Qualified  Investor and meets other
requirements  for  investment,  and  that the  investor  will not  transfer  its  Interest  except  in the  limited
circumstances  permitted  under the LLC Agreement.  The form of investor  certification  that each investor will be
asked to sign is contained in Appendix A of this prospectus.  An investor's  certification  must be received by the
Distributor, along with its payment as described above, otherwise an Investor's order will not be accepted.

                  The LLC  Agreement is contained in Appendix C of this  prospectus.  Each new investor  will agree
to be bound by all of its terms by executing the investor certification form.

                                                GENERAL INFORMATION

                  The  Fund is  registered  under  the  Investment  Company  Act as a  closed-end,  non-diversified
management  investment  company.  The Fund was formed as a limited liability company under the laws of the State of
Delaware on October 3, 2001 and has no  operating  history.  The Fund's  address is 498 Seventh  Avenue,  New York,
New York 10018, and its telephone number is (212) 323-0200.








                                           TABLE OF CONTENTS OF THE SAI

INVESTMENT POLICIES AND PRACTICES...............................................................................1


REPURCHASES AND TRANSFERS OF INTERESTS........................................................................10

BOARD OF MANAGERS.............................................................................................13

INVESTMENT ADVISORY SERVICES..................................................................................16

CONFLICTS OF INTEREST.........................................................................................20

TAX ASPECTS...................................................................................................22

ERISA CONSIDERATIONS..........................................................................................36

BROKERAGE.....................................................................................................38

VALUATION OF ASSETS...........................................................................................39

ACCOUNTANTS AND LEGAL COUNSEL.................................................................................41

CUSTODIAN.....................................................................................................
9118872.5                                                        75

41

CONTROL PERSONS...............................................................................................41

SUMMARY OF LLC AGREEMENT......................................................................................41

FUND ADVERTISING AND SALES MATERIAL...........................................................................44

FINANCIAL STATEMENTS..........................................................................................46

APPENDIX A - SALES LOAD WAIVERS.............................................................................A-1










9118872.5                                                        A-2


                                                                                                         APPENDIX A


                                              INVESTOR CERTIFICATION

       I hereby certify that I am: (A) a natural person, who either individually or together with my spouse has a
net worth* in excess of $1.5 million (the "Net Worth Requirement"); (B) an irrevocable trust that meets the Net
Worth Requirement; (C) a revocable trust and each grantor of the trust meets the Net Worth Requirement; (D) an
employee benefit plan (a "Plan") that meets the Net Worth Requirement; (E) a participant-directed Plan and the
person making the investment meets the Net Worth Requirement; (F) a corporation, partnership, limited liability
company or other entity that meets the Net Worth Requirement that is not (i) a registered investment company,
(ii) an entity which is excluded from the definition of Investment Company under Section 3(a) of the Investment
Company Act of 1940 based on Section 3(c)(1) because it is a non-publicly offered entity whose securities are
beneficially owned by not more than 100 persons, or (iii) a business development company; or (G) an entity
referred to in clause F(i), (ii) or (iii) above, not formed for the specific purpose of investing in the Fund and
each equity owner meets the Net Worth Requirement.  I am not a charitable remainder trust.

          I understand that it may be a violation of state and federal law for me to provide this certification
if I know that it is not true. I have read the prospectus of the Fund, including the investor qualification and
investor suitability provisions contained therein.  I understand that an investment in the Fund involves a
considerable amount of risk and that some or all of the investment may be lost.  I understand that an investment
in the Fund is suitable only for investors who can bear the risks associated with the limited liquidity of the
investment and should be viewed as a long-term investment.

          I am aware of the Fund's incentive allocation and limited provisions for transferability and withdrawal
and have carefully read and understand the "Incentive Allocation" and "Redemptions, Repurchases of Interests and
Transfers" provisions in the prospectus.

          I am NOT (A) a non-resident alien or (B) a foreign corporation, foreign partnership, foreign trust or
foreign estate (as those terms are defined in the Code) for purposes of U.S. Federal income taxation.  I agree to
notify the Fund within 60 days of the date that I become a foreign person or entity.  I further certify that my
name, U.S. tax identification number, home address (in the case of an individual) and business address (in the
case of an entity), as they appear in your records, are true and correct.  I understand that these
certifications, which are made under penalty of perjury, may be disclosed to the Internal Revenue Service by the
Fund and that any false statement contained in this paragraph could be punished by fine and/or imprisonment.

          If I am the fiduciary executing this Investor Certificate on behalf of a Plan (the "Fiduciary"), I
represent and warrant that I have considered the following with respect to the Plan's investment in the Fund and
have determined that, in review of such considerations, the investment is consistent with the Fiduciary's
responsibilities under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"): (i) the
fiduciary investment standards under ERISA in the context of the Plan's particular circumstances; (ii) the
permissibility of an investment in the Fund under the documents governing the Plan and the Fiduciary; and (iii)
the risks associated with an investment in the Fund and the fact that I will be unable to redeem the investment.
However, the Fund may repurchase the investment at certain times and under certain conditions set forth in the
prospectus.

          I understand that the Fund and its affiliates are relying on the certification and agreements made
herein in determining my qualification and suitability as an investor in the Fund.  I understand that an
investment in the Fund is not appropriate for, and may not be acquired by, any person who cannot make this
certification, and agree to indemnify OppenheimerFunds, Inc. and its affiliates and hold harmless from any
liability that you may incur as a result of this certification being untrue in any respect.

          By signing below, I hereby execute, as a Member, and agree to be bound by the terms of the Fund's
Limited Liability Company Agreement (the "Agreement"), including its Power of Attorney provisions, a form of
which is set forth in Appendix A to the prospectus.  I have read the Agreement and, to the extent I believe it
necessary, have consulted with my tax and legal advisors and understand its terms.

* As used herein, "net worth" means the excess of total assets at fair market value, including home, over total
liabilities. For the purpose of determining "net worth," the principal residence owned by an individual shall be
valued at either (A) cost, including the cost of improvements, net of current encumbrances upon the property, or
(B) the appraised value of the property as determined by an institutional lender, net of current encumbrances
upon the property.












                                  APPENDIX B                     B-3

9118872.5


                                         INVESTMENT MANAGER PERFORMANCE INFORMATION

         Tremont  Partners,  Inc. (the  "Investment  Manager")  employs an investment  program for the Fund that is
substantially  the same as the  investment  program  that it employs in managing a private  investment  partnership
(the "Private  Fund").  The investment  objective and policies of the Fund are  substantially  the same as those of
the Private Fund.  Similar to the investment  program of the Fund, the Investment  Manager selects on behalf of the
Private Fund various  alternative  asset managers with which it invests the Private  Fund's  assets.  The personnel
of the  Investment  Manager who will be responsible  for managing the  investment  portfolio of the Fund manage the
investment  portfolio  of the Private  Fund.  Interests  in the Private  Fund are not  currently  being  offered to
investors.

         Because of the  similarity  of investment  programs,  as a general  matter,  the  Investment  Manager will
consider  participation by the Fund in all appropriate  investment  opportunities  that are under  consideration by
the  Investment  Manager for the Private  Fund.  The  Investment  Manager  will  evaluate  for the Fund and for the
Private Fund a variety of factors that may be relevant in determining whether a particular  investment  opportunity
or strategy is  appropriate  and  feasible for the Fund or the Private Fund at a  particular  time.  Because  these
considerations  may  differ  for the  Fund  and  the  Private  Fund in the  context  of any  particular  investment
opportunity and at any particular  time, the investment  activities and future  investment  performance of the Fund
and the Private Fund will differ.  See "CONFLICTS OF INTEREST."

         The  following  table sets forth the  performance  record of the Private  Fund for the periods  indicated,
adjusted to show the  performance  net of the fees,  estimated  expenses and Incentive  Allocation of the Fund. The
Private Fund is the only  non-proprietary,  fully invested  account  managed by the Investment  Manager that has an
investment  history of more than one month and an investment  program that is substantially  similar to that of the
Fund.  The  table  does  not  reflect  the  investment  performance  of the  Fund.  The  table  should  be  read in
conjunction  with the notes thereto.  PAST PERFORMANCE  DOES NOT GUARANTEE  FUTURE RESULTS.  Prospective  investors
should  recognize that there are certain  differences  between the investment  policies of the Fund and the Private
Fund and that their fees,  expenses and  incentive  allocations  differ.  Unlike the Fund,  the Private Fund is not
subject to certain  investment  limitations  imposed by applicable  securities laws which, if applicable,  may have
adversely  affected the Private  Fund's  performance.  Future  performance of the Fund and of the Private Fund will
differ.


THIS TABLE MUST BE READ IN CONJUNCTION WITH THE ACCOMPANYING FOOTNOTES APPEARING BELOW.



                              Private Fund        Private Fund Pro Forma
                          Pro Forma Net Return      Annual Return (1),
                                (1), (2)                 (2), (3)

            2000
            ----
            June                 2.05%
            July                 0.32%
           August                1.19%
          September              0.67%
           October               1.06%
          November               -0.36%
          December               1.69%                     6.78%

            2001
            ----
           January               2.14%
          February               1.22%
            March                -0.01%
            April                0.22%
             May                 0.80%
            June                 1.09%
            July                 -0.09%
           August                0.45%
          September              -1.17%
           October               0.57%
          November               0.48%


The above returns for the Private Fund are pro forma and reflect the impact of the fees, estimated expenses and
the Incentive Allocation of the Fund, and not those of the Private Fund.


                                         Notes To Performance Information


The table above is based on the Private Fund's  investment  performance  and is not the  investment  performance of
the Fund.  The  information  contained in the table was prepared by Tremont  Partners,  Inc. based on the following
facts and assumptions:

         1.       The Private Fund  commenced  operations on June 1, 2000,  and has a December 31 fiscal year.  The
information  for the  Private  Fund is  based on gross  investment  returns  derived  from  its  audited  financial
statements  from June 1, 2000 through  December 31, 2000,  and on unaudited  financial  statements  from January 1,
2001 through November 30, 2001.  PAST PERFORMANCE IS NOT A GUARANTY OF FUTURE RESULTS.
2........The Net Returns shown above have been computed  based on the gross  investment  performance of the Private
Fund net of all fees,  estimated  expenses  and  charges  (other than any sales load) that would have been borne by
the Fund or its investors,  including:  a 10% incentive  allocation  allocable to the Investment Manager (in excess
of the  Preferred  Return) at the end of each tax year of the Fund;  a monthly  management  fee  calculated  at the
annual  rate of 1.20% of capital;  a quarterly  administration  fee  calculated  at the annual rate of 0.25% of the
value of  outstanding  interests  at the end of each month;  a quarterly  Investor  Servicing  Fee  computed at the
annual rate of 0.50% of the aggregate value of outstanding  interests as of the last day of each calendar  quarter;
and  other  expenses  estimated  at  0.40%  annually  based  on end of  month  net  assets.  The  gross  investment
performance  of the  Private  Fund is net of all fees,  expenses  and  incentive  allocations  borne  directly  and
indirectly by the Private Fund as an investor in other  investment  funds.  The above  returns  reflect the results
that would have been  achieved,  based on the  foregoing  assumptions,  by an investor  who invested in the Private
Fund on June 1, 2000.

         3.       The Annual Returns shown above represent the percentage  change in an investor's  capital account
balance in the Private Fund for a calendar year based on an  investor's  capital  account  balance at the inception
of the Private Fund or at the beginning of each  subsequent  calendar year, as  applicable,  through the end of the
applicable calendar year.











9118872.5                                                        C-1


                                                                                                         APPENDIX C

                                        LIMITED LIABILITY COMPANY AGREEMENT











9118872.5


===================================================================================================================

                                     OPPENHEIMER TREMONT OPPORTUNITY FUND, LLC

                                        Limited Liability Company Interests



                                                    PROSPECTUS


                                                  December , 2001




                                        OPPENHEIMERFUNDS DISTRIBUTOR, INC.






--------

1 .......The minimum  initial  investment in the Fund by an investor is $50,000  (including  the  applicable  sales
load).  Subsequent  investments  must be at least $25,000  (including  the applicable  sales load).  Investments of
less than  $500,000  are  subject to a sales load of 2.5% and  investments  of $500,000 or more are be subject to a
sales load of 1.5%,  in each case  computed as a percentage  of the public  offering  price.  No sales load will be
charged to certain types of investors. See "Distribution Arrangements."