EX-99.D 5 d870051_ex-d.txt NOTICE OF WITHDRAWAL OF TENDER Regarding Interests in TORREY U.S. STRATEGY PARTNERS, LLC Tendered Pursuant to the Offer to Purchase Dated May 1, 2008 ------------------------------------------------------------------------------- The Offer and withdrawal rights will expire at, and this Notice of Withdrawal must be received by the Fund by, 12:00 a.m. midnight, Eastern Daylight Time, on May 31, 2008, unless the Offer is extended. ------------------------------------------------------------------------------- Complete this Notice of Withdrawal and Return by Mail or Fax to: Torrey Associates, LLC 505 Park Avenue Fifth Floor New York, New York 10022 Fax: (212) 644-8333 For additional information: Phone: (866) 644-7800 Ladies and Gentlemen: The undersigned wishes to withdraw the tender of its limited liability company interest in Torrey U.S. Strategy Partners, LLC (the "Fund"), or the tender of a portion of such interest, for purchase by the Fund that previously was submitted by the undersigned in a Letter of Transmittal dated . ---------------------- This tender was in the amount of: [ ] Entire limited liability company interest. [ ] Portion of limited liability company interest expressed as a specific dollar value. $ --------------- [ ] Portion of limited liability company interest in excess of the Required Minimum Balance. The undersigned recognizes that upon the submission on a timely basis of this Notice of Withdrawal of Tender, properly executed, the interest in the Fund (or portion of the interest) previously tendered will not be purchased by the Fund upon expiration of the tender offer described above. For Individual Investors For Other Investors: ------------------------ ------------------- and Joint Tenants: ----------------- ------------------------------------- ------------------------------------ Signature Print Name of Investor (Signature of Owner(s) Exactly as Appeared on Investor Certification) ------------------------------------- ------------------------------------ Print Name of Investor Signature (Signature of Owner(s) Exactly as Appeared on Investor Certification) ------------------------------------- ------------------------------------ Joint Tenant Signature if necessary Print Name of Signatory and Title (Signature of Owner(s) Exactly as Appeared on Investor Certification) ------------------------------------- ------------------------------------ Print Name of Joint Tenant Co-signatory if necessary (Signature of Owner(s) Exactly as Appeared on Investor Certification) ------------------------------------ Print Name and Title of Co-signatory -------------------------------------------------------------------------------- Date: --------------------- SK 80350 0166 870051 v2