N-2

As filed with the Securities and Exchange Commission on January 3, 2011

1940 Act File No. 811-[____]

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2

(Check appropriate box or boxes)

[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

o   Amendment No. __

WELLS FARGO FAMILY OFFICE MASTER FUND, LLC

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Exact Name of Registrant as Specified in Charter

c/o WELLS FARGO ALTERNATIVE ASSET MANAGEMENT, LLC

333 MARKET STREET, 29TH FLOOR

MAC A0119-291

SAN FRANCISCO, CA 94105

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Address of Principal Executive Offices (Number, Street, City, State, Zip Code)

Registrant’s Telephone Number, including Area Code (415) 371-4000

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EILEEN ALDEN

333 MARKET STREET, 29TH FLOOR

MAC A0119-291

SAN FRANCISCO, CA 94105

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Name and Address (Number, Street, City, State, Zip Code) of Agent for Service

Copies of Communications to:

GEORGE J. ZORNADA

K&L GATES LLP

STATE STREET FINANCIAL CENTER

ONE LINCOLN STREET

BOSTON, MA  02111

EXPLANATORY NOTE

This Registration Statement of Wells Fargo Family Office Master Fund, LLC (the “Registrant”) has been filed by the Registrant pursuant to Section 8(b) of the Investment Company Act of 1940, as amended (the “1940 Act”).  However, interests in the Registrant have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), and such interests will be issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(2) of the 1933 Act.  Investments in the Registrant may only be made by entities or persons that are “accredited investors” within the meaning of Regulation D under the 1933 Act. This Registration Statement does not constitute an offer to sell, or the solicitation of any offer to buy, interests in the Registrant.

PART A

Responses to Items 1, 2, 3.2, 4, 5, 6 and 7 of Part A have been omitted pursuant to Paragraph 3 of Instruction G of the General Instructions to Form N-2.

Responses to certain Items required to be included in Part A of this Registration Statement are incorporated herein by reference to the Registration Statement on Form N-2 (File No. 811-22513) and the Registration Statement on Form N-2 (File No. 811-22515) (together, the “Feeder Funds’ Registration Statements on Form N-2”) of, respectively, Wells Fargo Family Office Fund I, LLC and Wells Fargo Family Office Fund FW, LLC (the “Feeder Funds”), as filed with the Securities and Exchange Commission (the “SEC”).

ITEM 3. FEE TABLE.

This table describes the approximate fees and expenses that you will pay if you buy and hold units of limited liability company interest (“Units”) in Wells Fargo Family Office Master Fund, LLC (the “Master Fund”).

Annual Expenses (as a percentage of average net assets of the Master Fund):

Annual Expenses (as a percentage of net assets attributable to Units)
Management Fees	0.85%
Other Expenses (1)	0.49%
Total Annual Fund Operating Expenses	1.34%
Acquired Fund (Underlying Fund) Fees and Expenses (2)(3)	6.71%
Total Annual Expenses (4)	8.05%

(1) “Other Expenses” are estimated for the Fund based on net assets of $100 million and on anticipated expenses (other than the Management Fee) for the first year of the Master Fund’s operations, including, without limitation, the Administration Fee, the Custodian Fee, accounting and professional fees, investment and operating expenses, legal expenses, extraordinary expenses, federal, state and local taxes payable by the Master Fund in connection with its business, overhead expenses, and other expenses.  See “FEES AND EXPENSES — Administrative, Accounting, Custody, Transfer Agent and Registrar Services” in the private placement memorandum (“Memorandum”) included in the Feeder Funds’ Registration Statement on Form N-2 for more information.

(2) Members also indirectly bear a portion of the asset-based fees, performance or incentive fees or allocations and other expenses incurred by the Master Fund as an investor in the Underlying Funds.  The “Acquired Fund (Underlying Fund) Fees and Expenses” disclosed above includes the fees and expenses of the Master Fund as well as the Underlying Funds.  The “Acquired Fund (Underlying Fund) Fees and Expenses” are estimated for the Underlying Funds, which may (and which should be expected to) be substantially different from that presented and which may significantly change over time and, therefore, significantly affect Acquired Fund (Underlying Fund) Fees and Expenses.  In addition, the Underlying Funds anticipated to be held by the Master Fund will also change, further impacting the calculation of the Acquired Fund (Underlying Fund) Fees and Expenses.  Each Underlying Fund generally will pay a management fee, as well as an incentive fee based on the performance of the Underlying Fund und over a performance period.  The management fee rate will vary and is expected to range from 1.00% to 3.00% annually of the net asset value of that series.  The incentive fee is expected to range from 10% to 25% of the positive performance of an Underlying Fund.  The performance period for an Underlying Fund may be based on a calendar year or other period such as a calendar quarter.  These fees are also payable on redemption from an Underlying Fund.  The Underlying Funds also will be subject to other fees and expenses, including transactional expenses such as brokerage costs and margin interest costs, and fees

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and expenses of its trustee, custodian, and administrator.  Because the fees and expenses reduce the net return to the Master Fund, a Member indirectly bears these transactional expenses and fees.

(3) The Acquired Fund (Underlying Fund) Fees and Expenses include the Master Fund’s share of operating expenses and performance-based incentive allocations of the Underlying Funds in which the Master Fund invests.  The total estimated 6.71% of Acquired Fund (Underlying Fund) Fees and Expenses consists of approximately 1.70% in management fees, approximately 2.29% in other expenses (trading, etc.) and approximately 2.72% in incentive allocations.

(4) The “Total Annual Expenses” disclosed above will differ significantly from the ratio of expenses to average net assets (Master Fund expense ratio) that will be included in the financial statements in the Master Fund’s annual report because the financial statements will depict the Master Fund’s expenses and do not include the portion of Acquired Fund (Underlying Fund) Fees and Expenses that represent costs incurred at the Underlying Fund level, as required to be disclosed in the above table.

Example

The purpose of the table below is to assist an investor in understanding the various costs and expenses that an investor in the Master Fund will bear directly or indirectly. For a more complete description of the various fees and expenses of the Master Fund, see the sections entitled “Summary of Fees and Expenses” and “Fees and Expenses” in the Feeder Funds’ Memorandum included in the Feeder Funds’ Registration Statements on Form N-2.  The example is based on the fees and expenses as set forth in the table above, including the Acquired Fund Fees and Expenses and should not be considered a representation of future expenses.  Actual expenses may be greater or less than those shown. The rate of return of the Master Fund may be greater or less than the hypothetical 5% return used in the example.  A greater rate of return than that used in the example would increase the dollar amount of the investment advisory fee paid by the Master Fund.

Example	Cumulative Expenses Paid for the Period of:
	1 Year	3 Years	5 Years	10 Years
A prospective Member would pay the following expenses on a $1,000 investment, assuming a 5% annual return throughout the periods Fund
	$81	$234	$379	$703

ITEM 8. GENERAL DESCRIPTION OF THE REGISTRANT.

The Master Fund is registered under the 1940 Act as a closed-end, non-diversified management investment company. The Master Fund was established as a limited liability company under the laws of Delaware on December 21, 2010. Units of the Master Fund are being issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(2) of, and/or Regulation D under the 1933 Act. Investments in the Master Fund generally may be made only by U.S. and foreign investment companies or other investment vehicles that are “accredited investors,” as defined in Regulation D under the 1933 Act. The Registrant may decline to accept any investment in its discretion. This Registration Statement by itself does not constitute an offer to sell, or the solicitation of an offer to buy, any “security” within the meaning of the 1933 Act.

Information on the Master Fund, the Master Fund’s investment objective, strategies and policies, the kinds of securities in which the Master Fund principally invests, other investment practices of the Master Fund and the risk factors associated with investments in the Master Fund are incorporated herein by reference from the sections entitled “The Fund,” “Investment Program of the Fund” and “Risk Factors” in the Memorandum included in each of the Feeder Funds’ Registration Statements on Form N-2.

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ITEM 9. MANAGEMENT

A description of how the business of the Master Fund is managed is incorporated herein by reference from the sections entitled “Management,” “The Adviser” and “Fees and Expenses” in the Memorandum included in each of the Feeder Funds’ Registration Statements on Form N-2. The following list identifies the specific sections of the Memorandum of each of the Feeder Funds under which the information required by Item 9 of Form N-2 may be found; each listed section is incorporated herein by reference.

ITEM 9.1(a) “Management - The Boards of Managers of the Fund and the Master Fund.”

ITEM 9.1 (b) “The Adviser.”

ITEM 9.1 (c) “The Adviser.”

ITEM 9.1(d) “Fees and Expenses – Administrative, Accounting, Custody, Transfer Agent and Registrar Services.”

ITEM 9.1 (e) “Fees and Expenses – Administrative, Accounting, Custody, Transfer Agent and Registrar Services.”

ITEM 9.1 (f) “Fees and Expenses.”

ITEM 9.1 (g) The Master Fund may effect brokerage transactions through affiliates of Wells Fargo Alternative Asset Management, LLC (the “Adviser” or “WFAAM”), subject to compliance with the 1940 Act.

ITEM 9.2. NON-RESIDENT MANAGERS

Not applicable.

ITEM 9.3 CONTROL PERSONS

See response to item 19 below. To the extent that any investor becomes the beneficial owner of more than 25% of the outstanding Units of limited liability company interest (by value) of the Master Fund, such investor may be deemed to be a “control person” of the Master Fund for purposes of the 1940 Act.

ITEM 10. CAPITAL STOCK, LONG-TERM DEBT, AND OTHER SECURITIES

ITEM 10.1. CAPITAL STOCK

The Master Fund is organized as a limited liability company under the laws of the State of Delaware and intends to be classified as a partnership for income tax purposes.

The beneficial interest in the Master Fund shall be divided into Units.  The number of Units in the Master Fund shall be unlimited.  All Units issued by the Master Fund shall be fully paid and nonassessable.  Unit holders shall have no preemptive or other rights to subscribe to any additional Units or other securities issued by the Master Fund.  The Board of Managers of the Master Fund (the “Board” and each member a “Manager”) shall have full power and authority, in their sole discretion and without obtaining Unit holder approval, (a) to issue original or additional Units at such times and on such terms and conditions as they deem appropriate, (b) to establish and to change in any manner Units with such preference, terms of conversion, voting powers, rights, and privileges as the Board may determine consistent with the 1940 Act (but the Board may not change Units in a manner materially adverse to the Unit holders), (c) to divide or combine the Units in the Master Fund into a greater or lesser number, (d) to abolish the Master Fund, (e) to issue Units to acquire other assets (including assets subject to, and in connection with, the assumption of liabilities) and businesses and (f) to take such other action with respect to the Units as the Board may deem desirable consistent with the 1940 Act.

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The Board shall accept investments from such persons and on such terms as they may from time to time authorize.  At the Board’s sole discretion, such investments, subject to applicable law, may be in the form of cash or securities in which the Master Fund is authorized to invest.  The Board shall have the right to refuse to accept investments in the Master Fund at any time without any cause or reason therefor whatsoever.  Notwithstanding anything in the Master Fund’s Limited Liability Company Agreement (“LLC Agreement”) to the contrary, Units shall be only issued in a transaction or transactions not requiring registration under the 1933 Act.  The Board shall impose such other limitations on investments in the Master Fund as are necessary to avoid having the Master Fund treated as a “publicly traded partnership” within the meaning of Section 7704 of the Internal Revenue Code of 1986, as amended.

The Master Fund may be terminated by a majority vote of Unit holders of the Master Fund (“Member”) or the Board by written notice to the Members.

The Board may, without Member approval, cause the Master Fund to merge or consolidate with or into any other entity or entities as long as consistent with the 1940 Act.  Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Board that are not “interested persons” as defined in the 1940 Act, and facsimile signatures conveyed by electronic or telecommunication means shall be valid.

The Board may, without the prior consent or vote of the Members, (i) cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other trust, partnership, association, or other organization (each, a “successor entity”) to take over all of the Master Fund property or assets or to carry on any business in which the Master Fund shall directly or indirectly have any interest, (ii) sell, convey, and transfer Master Fund property or assets to any such successor entity in exchange for the equity interests thereof or otherwise and (iii) lend money to, subscribe for the equity interests in, and enter into any contracts with, any such successor entity consistent with the 1940 Act.

Summary of LLC Agreement.

The following is a summary description of additional items and of select provisions of the LLC Agreement. The description of such items and provisions is not definitive and reference should be made to the complete text of the form of LLC Agreement contained as an exhibit.

Liability of Members and Board

Except as provided under the Delaware Limited Liability Company Act (the “Delaware Act”) or the 1940 Act, a Member will not be liable for the Master Fund’s debts, obligations and liabilities in any amount in excess of the capital account balance of such Member.  Except as provided under the Delaware Act or the 1940 Act, a Manager will not be liable for the Master Fund’s debts, obligations or liabilities.

Duty of Care

The Master Fund’s LLC Agreement provides that no Manager is liable to the Master Fund or to any of its Members for any loss or damage occasioned by any act or omission in the performance of a Manager’s services pursuant to any agreement, including the LLC Agreement, between a Board and the Master Fund for the provision of services to the Master Fund unless it is determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of the Manager constituting willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the performance of his services to the Master Fund.  The Master Fund’s LLC Agreement also contains provisions for the indemnification by the Master Fund, to the fullest extent permitted by law, of the Manager of the Master Fund and the directors, officers and employees of the Master Fund (including his or her respective executors, heirs, assigns, successors, or other legal representatives), but not by the Members individually,

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against any liability and expense to which any of them may be liable which arises in connection with the performance of their activities on behalf of the Master Fund.  The rights of indemnification provided under the Master Fund’s LLC Agreement will not be construed so as to provide for indemnification of a Manager for any liability (including liability under federal securities laws that, under certain circumstances, impose liability even on persons that act in good faith) to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but will be construed so as to effectuate the applicable provisions of the LLC Agreement to the fullest extent permitted by law.

Members of the Master Fund will be members of a limited liability company as provided under Delaware law.  Members that are not in breach of any obligation under the LLC Agreement or under their combined form of proxy and consent in connection with subscription agreement, application or certification or under any other document pursuant to which Members agree to be bound by all the terms and provisions of the LLC Agreement will be liable to the Master Fund, any other Member, or third parties only as provided under Delaware law.

Power of Attorney

By purchasing Units and by signing the Master Fund’s LLC Agreement, each Member will appoint each Manager, acting severally, and any liquidator of the Master Fund’s assets appointed pursuant to the LLC Agreement, with full power of substitution, his or her attorney-in-fact for purposes of filing required certificates and documents relating to the formation and continuance of the Master Fund as a limited liability company under Delaware law or signing all instruments effecting authorized changes in the Master Fund or the LLC Agreement.

The power-of-attorney granted in the Master Fund’s LLC Agreement is a special power-of-attorney coupled with an interest in favor of each of the Manager and any liquidator of the Master Fund’s assets and, as such: (1) is irrevocable and continue in full force and effect notwithstanding the subsequent death or incapacity of any party granting the power-of-attorney, regardless of whether the Master Fund, Manager or liquidator has had notice thereof; and (2) survives a transfer by a Member of such Member’s Units, except that, where the transferee thereof has been approved by the Board, the power-of-attorney given by the transferor survives such transfer for the sole purpose of enabling the Board to execute, acknowledge, and file any instrument necessary to effect such transfer.

Term, Dissolution and Liquidation

The Master Fund will be dissolved only:

(1)	upon the affirmative vote to dissolve the Master Fund by the Board;
(2)	upon the determination not to continue the business of the Master Fund or the failure of Members to elect the required number of Managers at a meeting called by WFAAM in accordance with the LLC Agreement;
(3)	at any time there are no Members in accordance with and subject to Delaware law; or
(4)	the entry of a decree of judicial dissolution under Delaware law.

Upon the occurrence of any event of dissolution with respect to the Master Fund, the Board will promptly appoint the Adviser as the liquidator, and the Adviser will liquidate the assets, and wind up the business and affairs of the Master Fund, except that, if the Adviser is unable or unwilling to perform this function, the Board will appoint another person to serve as liquidator, and, if the Board is unable or unwilling to appoint another person to serve as liquidator, Members holding a majority of the total number of votes

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eligible to be cast by all Members will appoint another person to serve as liquidator, and such person will promptly liquidate assets, and wind up the business and affairs of the Master Fund.  Net profits or net losses during the fiscal period including the period of liquidation are allocated as described in the Memorandum included in the Feeder Funds’ Registration Statements on Form N-2.

Upon the dissolution of the Master Fund, its assets are to be distributed in accordance with Delaware law and the LLC Agreement as follows:

(1)	the debts of the Master Fund and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Master Fund’s assets to its Members has been completed, will first be paid in accordance with priority and on a pro rata basis in accordance with their respective amounts; and
(2)	the Members will next be paid on a pro rata basis in accordance with the positive balances of their respective capital accounts after giving effect to all allocations to be made to such Members’ capital accounts for the fiscal period ending on the date of the distributions.

Voting

Each Member of the Master Fund will be entitled to cast at any meeting of Members a number of votes equivalent to the aggregate Net Asset Value of such Member’s Unit ownership as of the record date for such meeting.  The Board will establish a record date not less than 10 days nor more than 90 days prior to the date of any meeting of Members as the record date for determining eligibility to vote at such meeting and the number of votes that each Member will be entitled to cast at the meeting, and will maintain for each such record date a list setting forth the name of each Member and the number of votes that each Member will be entitled to cast at the meeting. Members of the Master Fund will be entitled to vote on any matter on which shareholders of a registered investment company organized as a corporation would normally be entitled to vote, including the election of the Board, approval of the Master Fund’s agreement with any investment adviser to the Master Fund, and certain other matters, to the extent that the 1940 Act requires a vote of Members on any such matters. Except for the exercise of their voting privileges, Members of the Master Fund in their capacity as such are not entitled to participate in the management or control of the Master Fund’s business, and may not act for or bind the Master Fund.

Reports to Members

The Master Fund will furnish to Members as soon as practicable after the end of each taxable year such information as is necessary for such Members to complete federal and state income tax or information returns, along with any other tax information required by law. The Master Fund will send a semi-annual and an audited annual report to Members within 60 days after the close of the period for which it is being made, or as otherwise required by the 1940 Act.

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Fiscal Year

For accounting purposes, the Master Fund’s fiscal year is the 12-month period ending on March 31. The first fiscal year of the Master Fund will commence on the date of the initial closing and will end on March 31, 2012. For tax purposes, the Master Fund intends to adopt the 12-month period ending December 31 of each year as its taxable year. However, in certain circumstances, the Master Fund may be required to adopt a taxable year ending on another date.

Also, see Exhibit (a) to this Registration Statement.

ITEM 10.2. LONG-TERM DEBT.

Not applicable.

ITEM 10.3. GENERAL.

Not applicable.

ITEM 10.4. TAXES.

Information on the taxation of the Master Fund is incorporated by reference from the section entitled “Taxes” in the Memorandum included in the Feeder Funds’ Registration Statements on Form N-2.

ITEM 10.5. OUTSTANDING SECURITIES.

(1) Title of Class	(2) Amount Authorized	(3) Amount Held by Registrant for its Own Account	(4) Amount Outstanding Exclusive of Amount Shown Under (3), as of January 3, 2010
Units of Limited Liability Company Interest	Unlimited	0	$1,000

ITEM 10.6. SECURITIES RATINGS.

Not applicable.

ITEM 11. DEFAULTS AND ARREARS ON SENIOR SECURITIES.

Not applicable.

ITEM 12. LEGAL PROCEEDINGS.

Not applicable.

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ITEM 13. TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION (“SAI”).

Not applicable.

PART B

Part B of this Registration Statement should be read in conjunction with Part A.  Capitalized terms used in this Part B and not otherwise defined have the meanings given them in Part A of this Registration Statement.

ITEM 14. COVER PAGE OF SAI.

Not applicable.

ITEM 15. TABLE OF CONTENTS.

Not applicable.

ITEM 16. GENERAL INFORMATION AND HISTORY.

Not applicable.

ITEM 17. INVESTMENT OBJECTIVES AND POLICIES.

Information in response to this item is incorporated by reference from the sections entitled “Investment Program of the Funds” in the Memorandum included in the Feeder Funds’ Registration Statements on Form N-2.

ITEM 18. MANAGEMENT.

Information in response to this item is incorporated by reference from the sections entitled “Management” and “Code of Ethics” in the Memorandum included in the Feeder Funds’ Registration Statements on Form N-2.

ITEM 19. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.

Each of the Feeder Funds will invest substantially all of its assets in the Master Fund.  Either of the Feeder Funds may at that time be deemed to control the Master Fund.  The addition of other investors in the Master Fund or an increase in another, if any, feeder fund’s investment in the Master Fund may alter a Feeder Fund’s potential ability to control the Master Fund.

Each Feeder Fund has informed the Master Fund that, whenever a Feeder Fund, as a direct or indirect investor in the Master Fund, is requested to vote on matters pertaining to the Master Fund (other than the termination of the Master Fund’s business, which may be determined by the Managers of the Master Fund without investor approval), such Feeder Fund will seek instructions of its members, and vote all of such Feeder Fund’s interests in the Master Fund proportionately to the instructions received from such Feeder Fund’s members.  Each Feeder Fund shall vote Units for which it receives no voting instructions in the same proportion as the Units for which it receives voting instructions.

The address of each Feeder Fund is the same as that of the Master Fund.

No officers or Managers of the Master Fund currently own any of the outstanding Units in the Master Fund.

Before the commencement of the Master Fund’s operations, the Adviser may be deemed to control the Master Fund.

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ITEM 20. INVESTMENT ADVISORY AND OTHER SERVICES.

Information on the investment advisory and other services provided for or on behalf of the Master Fund is incorporated herein by reference from the sections entitled “Management,” “The Adviser,” “Fees and Expenses,” and “Accountants and Legal Counsel” in the Memorandum included in the Feeder Funds’ Registration Statements on Form N-2.

ITEM 21. PORTFOLIO MANAGERS.

Information about the Master Fund’s portfolio managers is incorporated by reference from the section entitled “The Adviser” in the Memorandum included in the Feeder Funds’ Registration Statements on Form N-2.

ITEM 22. BROKERAGE ALLOCATION AND OTHER PRACTICES.

A description of the Master Fund’s brokerage allocation, if any, and other practices is incorporated herein by reference from the section entitled “Brokerage” in the Memorandum included in the Feeder Funds’ Registration Statements on Form N-2.

ITEM 23. TAX STATUS.

Information on the tax status of the Master Fund is incorporated by reference from the section entitled “Taxes” in the Memorandum included in the Feeder Funds’ Registration Statements on Form N-2.

ITEM 24. FINANCIAL STATEMENTS.

The Master Fund will issue a complete set of financial statements on an annual basis prepared in accordance with generally accepted accounting principles.  Registrant has not conducted any business, other than in connection with its organization.  

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PART C—OTHER INFORMATION

Item 25.                 Financial Statements and Exhibits

(1)	Financial Statements:
	Registrant has not conducted any business, other than in connection with its organization.
(2)	Exhibits:
	(a)	(i)	Certificate of Formation dated December 21, 2010 filed herewith.
		(ii)	Limited Liability Company Agreement dated as of January 3, 2011 filed herewith.
	(b)	Bylaws filed herewith.
	(c)	Not applicable.
	(d)	See (2)(a) and (2)(b).

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(e)	Not applicable.
(f)	Not applicable.
(g)	Investment Advisory Agreement between Registrant and Wells Fargo Alternative Asset Management, LLC (the “Adviser”) dated as of January 3, 2011 filed herewith.
(h)	Not applicable.
(i)	Not applicable.
(j)	(i)	Custodian Services Agreement dated July 25, 2008 incorporated by reference to the Form N-2 filing for the Wells Fargo Multi-Strategy 100 Master Fund I, LLC (filed August 1, 2008).
	(ii)	Amended and Restated Appendix A to the Custodian Services Agreement dated as of January 3, 2011 filed herewith.
(k)	Administration, Accounting and Investor Services Agreement dated as of January 3, 2011 filed herewith.
(l)	Not applicable.
(m)	Not applicable.
(n)	Not applicable.
(o)	Not applicable.
(p)	Not applicable.
(q)	Not applicable.
(r)	Code of Ethics filed herewith.
(s)	Power of Attorney filed herewith.

Item 26.                 Marketing Arrangements

Not applicable.

Item 27.                 Other Expenses of Issuance and Distribution

Not applicable.

Item 28.                 Persons Controlled by or Under Common Control

As of the date of filing, the following may be considered to be under common control with the Registrant:

Wells Fargo Multi-Strategy 100 TEI Fund A, LLC

Wells Fargo Multi-Strategy 100 Fund I, LLC

Wells Fargo Multi-Strategy 100 Fund A, LLC

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Wells Fargo Multi-Strategy 100 TEI Fund I, LLC

Wells Fargo Multi-Strategy 100 Master Fund I, LLC

Wells Fargo Family Office Fund FW, LLC

Wells Fargo Family Office Fund I, LLC

Item 29.                 Number of Holders of Securities

Set forth below is the number of record holders as of December 31, 2010 of each class of securities of the Registrant:

Title of Class	Number of Record Holders
Units of Limited Liability Company Interests	1

Item 30.                 Indemnification

Registrant’s Limited Liability Company Agreement contains provisions limiting the liability of the Registrant’s Managers and providing for indemnification of the Registrant’s Managers and the directors, officers and employees of the Registrant (including his or her respective executors, heirs, assigns, successors, or other legal representatives) under certain circumstances.  The Registrant hereby undertakes that it will apply the indemnification provision of the Limited Company Agreement in a manner consistent with Release 40-11330 of the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, so long as the interpretation therein of Sections 17(h) and 17(i) of such Act remains in effect.

Registrant, in conjunction with the Adviser and Registrant’s Board of Managers, maintains insurance on behalf of any person who is an Independent Manager, officer, employee, or agent of Registrant, against certain liability asserted against him or her and incurred by him or her or arising out of his or her position.  Registrant will not pay that portion of the premium, if any, for insurance to indemnify any such person for any act for which Registrant itself is not permitted to indemnify.

Item 31.                 Business and Other Connections of Investment Adviser

Information regarding any other business, profession, vocation or employment of a substantial nature in which each executive officer and manager of Wells Fargo Alternative Asset Management, LLC (the “Adviser”) is, or at any time during the past two fiscal years has been, engaged is set forth in the private placement memorandum and/or incorporated by reference to Form ADV filed by the Adviser with the SEC pursuant to the Investment Advisers Act of 1940, as amended (File no. 801-60419).  The principal business address of the Adviser is 333 Market Street, 29th Floor, San Francisco, CA 94105.

Item 32.                 Location of Accounts and Records

All applicable accounts, books and documents required to be maintained by the Registrant by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are in the possession and custody of the Registrant’s administrator, PNC Global Investment Servicing Inc., located at 301 Bellevue Parkway, 2nd Floor, Wilmington, Delaware 19809 and custodian, PFPC Trust Company, located at 8800 Tinicum Blvd., Philadelphia, PA 19153, with the exception of certain documents which are in the possession and custody of the Adviser, located at 333 Market Street, 29th Floor, San Francisco, CA 94105, telephone number (415) 371-4000.  Registrant is informed that all applicable accounts, books and

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documents required to be maintained by registered investment advisers are in the custody and possession of the Adviser.

Item 33.                 Management Services

Not applicable.

Item 34.                 Undertakings

Not applicable.

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Signatures

Pursuant to requirements of the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Francisco and the State of California on the 3rd day of January 2011.

WELLS FARGO FAMILY OFFICE MASTER FUND, LLC
By:	/s/ Daniel J. Rauchle
	Daniel J. Rauchle
	President

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INDEX TO EXHIBITS

(a)	(i)	Certificate of Formation dated December 21, 2010
	(ii)	Limited Liability Company Agreement dated January 3, 2010
(b)	Bylaws
(g)	Investment Advisory Agreement dated January 3, 2011
(j)	(ii)	Amended and Restated Appendix A to the Custodian Services Agreement dated January 3, 2011
(k)	Administration, Accounting and Investor Services Agreement dated January 3, 2011
(r)	Code of Ethics
(s)	Power of Attorney

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EX-99.2A CHARTER

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

WELLS FARGO FAMILY OFFICE MASTER FUND, LLC

FIRST.               The name of the limited liability company formed hereby is:  Wells Fargo Family Office Master Fund, LLC.

SECOND.          The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware, 19808.  The name of its Registered Agent at such address is Corporation Service Company.

THIRD.              The limited liability company shall have perpetual existence, beginning on the date of filing its Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 21st day of December, 2010.

/s/ Brenda S. Bradley

Brenda S. Bradley

Authorized Person

EX-99.2A CHARTER

WELLS FARGO FAMILY OFFICE MASTER FUND, LLC

(A Delaware Limited Liability Company)

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of January 3, 2011

TABLE OF CONTENTS

Page

ARTICLE I:			DEFINITIONS	1
ARTICLE II:			ORGANIZATION; ADMISSION OF MEMBERS	4
	2.1		FORMATION OF LIMITED LIABILITY COMPANY	4
	2.2		NAME	4
	2.3		PRINCIPAL AND REGISTERED OFFICE	4
	2.4		DURATION	5
	2.5		BUSINESS OF THE FUND	5
	2.6		BOARD OF MANAGERS	7
	2.7		MEMBERS	8
	2.8		INITIAL CONTRIBUTION	8
	2.9		BOTH MANAGERS AND MEMBERS	8
	2.10		LIMITED LIABILITY	9
ARTICLE III: MANAGEMENT				9
		3.1	MANAGEMENT AND CONTROL	9
		3.2	ACTIONS BY THE BOARD OF MANAGERS	10
		3.3	MEETINGS OF MEMBERS	10
		3.4	CUSTODY OF THE FUND’S ASSETS	12
		3.5	OTHER ACTIVITIES OF MEMBERS AND MANAGERS	12
		3.6	DUTY OF CARE	12
		3.7	INDEMNIFICATION	12
		3.8	FEES, EXPENSES AND REIMBURSEMENT	14
ARTICLE IV: TERMINATION OF STATUS OF ADVISER AND MANAGERS,  TRANSFERS AND REPURCHASES				16
		4.1	TERMINATION OF STATUS OF A MANAGER	16
		4.2	REMOVAL OF THE MANAGERS	16
		4.3	TRANSFER OF UNITS OF MEMBERS	16
		4.4	REPURCHASE OF UNITS	17
ARTICLE V: CAPITAL				19
		5.1	CAPITAL CONTRIBUTIONS	19
		5.2	RIGHTS OF MEMBERS TO CAPITAL	20
		5.3	CAPITAL ACCOUNTS	20
		5.4	ALLOCATION OF NET PROFIT AND NET LOSS;  ALLOCATION OF OFFERING COSTS	20
		5.5	RESERVES	20
		5.6	TAX ALLOCATIONS	21
		5.7	DISTRIBUTIONS	21
		5.8	WITHHOLDING	21
ARTICLE VI: DISSOLUTION AND LIQUIDATION				22
		6.1	DISSOLUTION	22
		6.2	LIQUIDATION OF ASSETS	22
ARTICLE VII: ACCOUNTING, VALUATIONS, AND BOOKS AND RECORDS				23
		7.1	ACCOUNTING AND REPORTS	23
		7.2	DETERMINATIONS BY THE BOARD OF MANAGERS	23
		7.3	VALUATION OF ASSETS	24
ARTICLE VIII: MISCELLANEOUS PROVISIONS				24
		8.1	AMENDMENT OF LIMITED LIABILITY COMPANY AGREEMENT	24
		8.2	SPECIAL POWER OF ATTORNEY	25
		8.3	NOTICES	26
		8.4	AGREEMENT BINDING UPON SUCCESSORS AND ASSIGNS	27
		8.5	APPLICABILITY OF 1940 ACT AND FORM N-2	27
		8.6	CHOICE OF LAW	27
		8.7	NOT FOR BENEFIT OF CREDITORS	27
		8.8	THIRD-PARTY BENEFICIARIES	27
		8.9	MERGER AND CONSOLIDATION	27
		8.10	PRONOUNS	28
		8.11	CONFIDENTIALITY	28
		8.12	SEVERABILITY	29
		8.13	FILING OF RETURNS	29
		8.14	TAX MATTERS PARTNER	29
		8.15	SECTION 754 ELECTION	30
		8.16	USE OF NAMES “WELLS FARGO ALTERNATIVE ASSET MANAGEMENT, LLC,” “WFAAM” AND “WELLS FARGO FAMILY OFFICE MASTER FUND ”	30
ARTICLE IX: ADDITIONAL REPRESENTATIONS AND WARRANTIES				30

WELLS FARGO FAMILY OFFICE MASTER FUND, LLC

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT of Wells Fargo Family Office Master Fund, LLC (the “Fund”) is dated as of January 3, 2011 by and among the Initial Managers listed on the signature page hereto, Wells Fargo Alternative Asset Management, LLC, as the initial Member, and those Persons hereinafter admitted as Members.

WHEREAS, the Fund has heretofore been formed as a limited liability company under the Delaware Limited Liability Company Act pursuant to an initial Certificate of Formation (the “Certificate”) dated and filed with the Secretary of State of Delaware on December 21, 2010.

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

ARTICLE I: DEFINITIONS

For purposes of this Agreement:

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

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

“AGREEMENT” - This Limited Liability Company Agreement, as amended from time to time.

“BOARD” - The Board of Managers established pursuant to Section 2.6.

“BUSINESS DAY” - A day on which banks are ordinarily open for normal banking business in New York and Bermuda or such other day or days as the Board may determine in its sole and absolute discretion.

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

“CAPITAL CONTRIBUTION” - With respect to each Member, the amount of capital contributed to the Fund pursuant to Section 5.1.

“CERTIFICATE” - The Certificate of Formation of the Fund and any amendments thereto as filed with the office of the Secretary of State of the State of Delaware.

“CLOSING DATE” - The first date on or as of which a Person other than Wells Fargo Alternative Asset Management, LLC is admitted to the Fund as a Member, which is expected to be the date Wells Fargo Family Office Fund I, LLC (“Family Office Fund I”) and the Wells Fargo Family Office Fund FW, LLC (together with Family Office Fund I, the “Investor Funds”) contribute substantially all of their respective assets to the Company.

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

“DELAWARE ACT” - The Delaware Limited Liability Company Act, as amended from time to time, or any successor law.

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

1)	the last day of each Fiscal Year;
2)	the last day of each Taxable Year;
3)	the day preceding any day as of which a contribution to the capital of the Fund is made pursuant to Section 5.1;
4)	any day on which the Fund values any Units of any Member in connection with the repurchase of such Units; or
5)	any day (other than one specified in clause (2) above) as of which this Agreement provides for any amount to be credited to or debited against the Capital Account of any Member, other than an amount to be credited to or debited from the Capital Accounts of all Members in accordance with their respective ownership of Units.

“FISCAL YEAR” - The period commencing on the Closing Date and ending on the next succeeding January 31, and thereafter each period commencing on February 1 of each year and ending on the immediately following January 31 (or on the date of the final distribution pursuant to Section 6.2 hereof), unless and until the Board shall elect another fiscal year for the Fund.

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

“FUND” - The limited liability company governed hereby.

“INDEMNITEES” - Each Manager of the Fund and the directors, officers and employees of the Fund (including his or her respective executors, heirs, assigns, successors, or other legal representatives).

“INDEPENDENT MANAGERS” - Those Managers who are not “interested persons” of the Fund as such term is defined by the 1940 Act.

“INITIAL MANAGERS” - The individuals listed on the signature page hereto who directed the formation of the Fund and serve as the initial Managers.

 “INVESTMENT FUNDS” - Investment funds in which the Fund’s assets are invested.

“INVESTMENT MANAGERS” - The organizations that manage and direct the investment activities of Investment Funds or are retained to manage and invest designated portions of the Fund’s assets.

“MANAGER” – An individual designated as a Manager of the Fund pursuant to the provisions of Section 2.6 of the Agreement and who serves on the Board of the Fund, including the Initial Managers.

“MEMBER” - Any Person who shall have been admitted to the Fund as a member (including any Manager in such Person’s capacity as a member of the Fund but excluding any Manager in such Person’s capacity as a Manager of the Fund) until such Person ceases to be a Member in accordance with the terms hereof and the Delaware Act; such term includes WFAAM (and any Affiliate of WFAAM to the extent such Affiliate makes a capital contribution to the Fund and shall have been admitted to the Fund as a member).

“NET ASSETS” - The total value of all assets of the Fund, less an amount equal to all accrued debts, liabilities and obligations of the Fund, calculated before giving effect to any repurchases of Units. The Net Assets of the Fund will be computed as of the close of business on the last Business Day of each Fiscal Period. Other securities and assets of the Fund will be valued at market value, if market quotations are readily available, or will be valued based upon estimates made in good faith by the Board 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 Assets.

“NET ASSET VALUE” - Net Assets divided by the number of Units outstanding at the applicable date. The initial Net Asset Value of a Unit, as of the Closing Date, shall be $100.

“NET PROFIT OR NET LOSS” - The amount by which the Net Assets as of the close of business on the last Business Day of a Fiscal Period exceed (in the case of Net Profit) or are less than (in the case of Net Loss) the Net Assets as of the commencement of the same Fiscal Period (or, with respect to the initial Fiscal Period of the Fund, as of the close of business on the Closing Date).

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

“PERSON” – Any individual, limited partnership corporation, association, limited liability company or partnership, estate, trust, governmental authority or other legal entity and his, her or its heirs, executors, administrators, legal representatives, successors and assigns where the context requires.

“REGULATIONS” - Treasury Regulations promulgated under the Code.

“SECURITIES” - Securities (including, without limitation, equities, debt obligations, options, and other “securities” as that term is defined in Section 2(a)(36) of the 1940 Act) and any contracts for forward or future delivery of any security, debt obligation, currency, commodity, any type of derivative instrument and financial instrument and any contract based on any index or group of securities, debt obligations, currencies, commodities, any options thereon and any interests, units or shares issued by an Investment Fund.

“SECURITIES ACT” - The Securities Act of 1933, as amended, and the rules, regulations and orders thereunder, as amended from time to time, or any successor law.

“TAXABLE YEAR” - The period commencing on the Closing Date and ending on the next succeeding December 31, and thereafter each period commencing on January 1 of each year and ending on the immediately following December 31 (or on the date of the final distribution pursuant to Section 6.2 hereof), unless and until the Board shall elect another taxable year for the Fund.

“TRANSFER” - The assignment, transfer, sale, encumbrance, pledge, or other disposition of a Unit, including any right to receive any allocations and distributions attributable to such Unit, and “TRANSFEROR” and “TRANSFEREE” mean the respective parties to a Transfer.

“UNITS” - The units of limited liability company interest, each representing an ownership interest in the Fund, including the rights and obligations of a Member under this Agreement and the Delaware Act.  On the Closing Date, one Unit shall be issued with respect to each $100 in value deemed contributed to the capital of the Fund by a Member.  After the Closing Date, Units shall be issued at the Net Asset Value as of the date of issuance.

“VALUATION DATE” - The date as of which the Fund values Units for purposes of determining the price at which Units are to be repurchased by the Fund pursuant to an offer made by the Fund pursuant to Section 4.4 hereof.

“WFAAM” - Wells Fargo Alternative Asset Management, LLC, a Delaware limited liability company, or any successor thereof.

ARTICLE II: ORGANIZATION; ADMISSION OF MEMBERS

2.1           FORMATION OF LIMITED LIABILITY COMPANY

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

2.2           NAME

The Fund’s name shall be “Wells Fargo Family Office Master Fund, LLC” or such other name as the Board may hereafter adopt upon (i) causing an appropriate amendment to the Certificate to be filed in accordance with the Delaware Act and (ii) taking such other actions as may be required by law.

2.3           PRINCIPAL AND REGISTERED OFFICE

The Fund shall have its principal office c/o WFAAM, 333 Market Street, 29th Floor, San Francisco, CA 94105, or at such other place as may be designated from time to time by the Board.

The Fund shall have its registered office in Delaware at Corporation Service Company and shall have Corporation Service Companyas its registered agent for service of process in Delaware, unless a different registered office or agent is designated from time to time by the Board.

2.4           DURATION

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

2.5           BUSINESS OF THE FUND

(a)           The business of the Fund is, either directly or indirectly, through one or more other pooled investment vehicles, to purchase, sell (including short sales), invest, and trade in Securities, on margin or otherwise, to engage in any financial or derivative transactions relating thereto or otherwise, and to receive investment as a master fund as part of a master-feeder fund structure or in one or more other funds as a fund of funds. The Fund may execute, deliver, and perform all contracts, agreements, subscription documents, and other undertakings and engage in all activities and transactions as may in the opinion of the Board be necessary or advisable to carry out its objective or business.

(b)           The Fund shall operate as a closed-end, non-diversified, management investment company in accordance with the 1940 Act and subject to any fundamental policies and investment restrictions as may be adopted by the Board. The Fund may register its Units under the Securities Act, but need not so register Units.

(c)           In furtherance of the Fund’s business, the Board shall have the authority to take the following actions, and to delegate such portion or all of such authority to such officers of the Fund as the Board may elect:

(1)           To issue Units to the Investor Funds in exchange for the contribution to the Fund of substantially all of the Investor Funds’ assets.

(2)           To acquire or buy, and invest the Fund’s property in, own, hold for investment or otherwise, and to sell or otherwise dispose of, all types and kinds of securities and investments of any kind including, but not limited to, interests, shares or units of Investment Funds, stocks, profit-sharing interests or participations and all other contracts for or evidences of equity interests, bonds, debentures, warrants and rights to purchase securities, and interests in loans, certificates of beneficial interest, bills, notes and all other contracts for or evidences of indebtedness, money market instruments including bank certificates of deposit, finance paper, commercial paper, bankers’ acceptances and other obligations, and all other negotiable and non-negotiable securities and instruments, however named or described, issued by corporations, trusts, associations or any other Persons, domestic or foreign, or issued or guaranteed by the United States of America or any agency or instrumentality thereof, by the government of any foreign country, by any

State, territory or possession of the United States, by any political subdivision or agency or instrumentality of any state or foreign country, or by any other government or other governmental or quasi-governmental agency or instrumentality, domestic or foreign; to acquire and dispose of interests in domestic or foreign loans made by banks and other financial institutions; to deposit any assets of the Fund in any bank, trust company or banking institution or retain any such assets in domestic or foreign cash or currency; to purchase and sell gold and silver bullion, precious or strategic metals, and coins and currency of all countries; to engage in “when issued” and delayed delivery transactions; to enter into repurchase agreements, reverse repurchase agreements and firm commitment agreements; to employ all types and kinds of hedging techniques and investment management strategies; and to change the investments of the Fund.

(3)           To acquire (by purchase, subscription or otherwise), to hold, to trade in and deal in, to acquire any rights or options to purchase or sell, to sell or otherwise dispose of, to lend and to pledge any of the Fund’s property or any of the foregoing securities, instruments or investments; to purchase and sell options on securities, currency, precious metals and other commodities, indices, futures contracts and other financial instruments and assets and enter into closing and other transactions in connection therewith; to enter into all types of commodities contracts, including, without limitation, the purchase and sale of futures contracts on securities, currency, precious metals and other commodities, indices and other financial instruments and assets; to enter into forward foreign currency exchange contracts and other foreign exchange and currency transactions of all types and kinds; to enter into interest rate, currency and other swap transactions; and to engage in all types and kinds of hedging and risk management transactions.

(4)           To exercise all rights, powers and privileges of ownership or interest in all securities and other assets included in the Fund property, including, without limitation, the right to vote thereon and otherwise act with respect thereto; and to do all acts and things for the preservation, protection, improvement and enhancement in value of all such securities and assets.

(5)           To acquire (by purchase, lease or otherwise) and to hold, use, maintain, lease, develop and dispose of (by sale or otherwise) any type or kind of property, real or personal, including domestic or foreign currency, and any right or interest therein.

(6)           To borrow money and in this connection issue notes, commercial paper or other evidence of indebtedness; to secure borrowings by mortgaging, pledging or otherwise subjecting as security all or any part of the Fund property; to endorse, guarantee, or undertake the performance of any obligation or engagement of any other Person; to lend all or any part of the Fund’s property to other Persons; and to issue general unsecured or other obligations of the Fund, and enter into indentures or agreements relating thereto.

(7)           To aid, support or assist by further investment or other action any Person, any obligation of or interest which is included in the Fund’s property or in the affairs of which the Fund has any direct or indirect interest; to do all acts and things designed to protect, preserve, improve or enhance the value of such obligation or interest; and to

guarantee or become surety on any or all of the contracts, securities and other obligations of any such Person.

(8)           To join other security holders in acting through a committee, depositary, voting trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depositary or trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Board shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depositary or trustee as the Board shall deem proper.

(9)           To carry on any other business in connection with or incidental to any of the foregoing powers referred to in this Agreement, to do everything necessary, appropriate or desirable for the accomplishment of any purpose or the attainment of any object or the furtherance of any power referred to in this Agreement, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or arising out of or connected with such business or purposes, objects or powers.

2.6           BOARD OF MANAGERS

(a)           The Board shall initially consist of the Initial Managers.  Prior to the Closing Date, the Initial Managers may designate additional individuals who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers.  The initial Member shall elect each of the Managers so designated by the Board as of the Closing Date.  By signing this Agreement, each Investor Fund shall be deemed to have voted for the election of each of the Managers so designated as of the Closing Date.  After the Closing Date, the Board may, subject to the provisions of paragraphs (b) and (c) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any Person who shall agree to be bound by all of the terms of this Agreement as a Manager.  The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund.  After the Closing Date, the number of Managers shall be fixed from time to time by the Board.

(b)           Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof.  In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board.

(c)           In the event that no Manager remains to continue the business of the Fund, WFAAM shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to

continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

2.7           MEMBERS

(a)           WFAAM is hereby admitted as a Member of the Fund effective as of the time of its execution of this Agreement, and WFAAM shall make the contribution and receive the number of Units set forth in Section 2.8.

(b)           The Fund may offer Units for purchase by investors (including through exchange) in such manner and at such times as may be determined by the Board.  Each subscription for Units is subject to the receipt by the Fund or its custodian of cleared funds on or before the acceptance date for such subscription in the full amount of such subscription or such other consideration as the Board may consider appropriate.  Subject to the foregoing, a Person may be admitted to the Fund as a Member upon approval of the Board, subject to the condition that such Person shall execute and deliver this Agreement or other document specified by the Board pursuant to which such Member agrees to be bound by all the terms and provisions of this Agreement.  The Board may, in its sole and absolute discretion, reject any subscription for Units.  The Board may, in its sole and absolute discretion, suspend the offering of the Units at any time. The admission of any Person as a Member shall be effective upon the revision of the books and records of the Fund to reflect the name and the contribution to the capital of the Fund of such Member.

2.8           INITIAL CONTRIBUTION

The initial contribution of capital to the Fund by WFAAM of $1,000 shall be represented by 10 Units, which Units shall have the same rights as other Units held by Members.

2.9           BOTH MANAGERS AND MEMBERS

A Member may also be a Manager for purposes of the Delaware Act, in which event such Member’s rights and obligations in each capacity shall be determined separately in accordance with the terms and provisions of this Agreement or as provided in the Delaware Act.

2.10           LIMITED LIABILITY

Except as provided under the Delaware Act or the 1940 Act, a Member shall not be liable for the Fund’s debts, obligations, and liabilities in any amount in excess of the capital account balance of such Member.  Except as provided under the Delaware Act or the 1940 Act, a Manager shall not be liable for the Fund’s debts, obligations or liabilities.

ARTICLE III: MANAGEMENT

3.1           MANAGEMENT AND CONTROL

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

(b)           Subject to the last sentence of Section 3.1(a), Members, in their capacity as Members, shall have no right to participate in and shall take no part in the management or control of the Fund’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act.

(c)           The Board may create one or more committees consisting of one or more Board Members, and it may delegate to any other Person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint Persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law and with this Agreement.

(d)           The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, subject to the voting powers of one or more Classes created pursuant to this Section 3.1, to amend and repeal such By-Laws; provided, however, that, to the extent the By-Laws are inconsistent with the terms or provisions of this Agreement, the terms and provisions of this Agreement shall control.  Unless the By-Laws specifically require that

Members authorize or approve the amendment or repeal of a particular provision of the By-Laws or otherwise required by the 1940 Act, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval.

(e)           The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with this Agreement and, if applicable, the By-Laws.  The Board may amend this Agreement, without Member approval, to provide for the terms of such Class or Classes.

3.2           ACTIONS BY THE BOARD OF MANAGERS

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

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

3.3           MEETINGS OF MEMBERS

(a)           Actions requiring the vote of the Members may be taken at any duly constituted meeting of the Members at which a quorum is present. Meetings of the Members may be called by the Board (or by WFAAM in accordance with Section 2.6(c)) or by Members holding Units with an aggregate Net Asset Value of 25% or more of the aggregate Net Asset Value of all Units, and may be held at such time, date and place as the Board (or WFAAM, if applicable under Section 2.6(c)) shall determine.  The Board (or WFAAM in accordance with Section 2.6(c)) shall arrange to provide written notice of the meeting, stating the date, time, and place of the meeting and the record date therefor, to each Member entitled to vote at the meeting at least 10 days prior thereto.  Failure to receive notice of a meeting on the part of any Member shall not affect the validity of any act or proceeding of the meeting, so long as a quorum shall be present at the meeting, except as otherwise required by applicable law.  Only matters set forth in the notice of a meeting may be voted on by the Members at a meeting.  The presence in person or by proxy of Members holding 40% or more of the aggregate Net Asset Value of all Units as of the record date shall constitute a quorum at any meeting. In the absence of a quorum, a meeting of the Members may be

adjourned by the Board, by WFAAM (in connection with a meeting under Section 2.6(c)), or by action of the Members holding a majority, by aggregate Net Asset Value, of the Units present in person or by proxy without additional notice to the Members. Except as otherwise required by any provision of this Agreement or of the 1940 Act, (i) those candidates receiving a plurality of the votes cast at any meeting of Members shall be elected as Managers and (ii) all other actions of the Members taken at a meeting shall require the affirmative vote of Members holding a majority of the total number of votes eligible to be cast by those Members who are present in person or by proxy at such meeting.

(b)           Each Member shall be entitled to cast at any meeting of Members a number of votes equivalent to the aggregate Net Asset Value of such Member’s Unit ownership as of the record date for such meeting. The Board shall establish a record date not less than 10 days nor more than 90 days prior to the date of any meeting of Members as the record date for determining eligibility to vote at such meeting and the number of votes that each Member will be entitled to cast at the meeting, and shall maintain for each such record date a list setting forth the name of each Member and the number of votes that each Member will be entitled to cast at the meeting.

(c)           A Member may vote at any meeting of Members by a proxy, provided that such proxy is authorized to act by (i) a written instrument properly executed by the Member and filed with the Fund before or at the time of the meeting or (ii) such electronic, telephonic, computerized or other alternative means as may be approved by a resolution adopted by the Board. A proxy may be suspended or revoked, as the case may be, by the Member executing the proxy by a later writing delivered to the Fund at any time prior to exercise of the proxy or if the Member executing the proxy shall be present at the meeting and decide to vote in person.  Any action of the Members that is permitted to be taken at a meeting of the Members may be taken without a meeting if consents in writing, setting forth the action taken, are signed by Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Units entitled to vote thereon were present and voted.  The Board may establish a record date for such vote not less than 2 days nor more than 90 days prior to the date such request for consent is first mailed as the record date for determining eligibility to consent and the number of votes that each Member will be entitled to give its consent with respect to, and shall maintain for each record date a list setting forth the name of each Member and the number of votes that each Member will be entitled to give its consent with respect to.

3.4           CUSTODY OF THE FUND’S ASSETS

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

3.5           OTHER ACTIVITIES OF MEMBERS AND MANAGERS

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

(b)           Any Member or Manager, and any Affiliate of any Member or Manager, may engage in or possess an interest in other business ventures or commercial dealings of every kind and description, independently or with others, including, but not limited to, acquiring and disposing of Securities, providing of investment advisory or brokerage services, serving as directors, officers, employees, advisors, or agents of other companies, partners of any partnership, members of any limited liability company, or trustees of any trust, or entering into any other commercial arrangements. No Member or Manager shall have any rights in or to any such activities of any other Member or Manager, or in or to any profits derived therefrom.

3.6           DUTY OF CARE

(a)           No Manager shall be liable to the Fund or to any of its Members for any loss or damage occasioned by any act or omission in the performance of a Manager’s services pursuant to any agreement, including this Agreement, between a Manager and the Fund for the provision of services to the Fund unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of the Manager constituting willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the performance of his services to the Fund.

(b)           Members that are not in breach of any obligation hereunder or under any other document pursuant to which Members agree to be bound by all the terms and provisions of this Agreement shall be liable to the Fund, any other Member, or third parties only as provided under the Delaware Act.

3.7           INDEMNIFICATION

(a)           To the fullest extent permitted by law, the Fund shall, subject to Section 3.7(b) hereof, indemnify each Indemnitee against all losses, claims, damages, liabilities, costs, and expenses, including, but not limited to, amounts paid in satisfaction of judgments, in compromise, or as fines or penalties, and reasonable counsel fees, incurred in connection with the defense or disposition of any action, suit, investigation, or other proceeding, whether civil or criminal, before any judicial, arbitral, administrative, or legislative body, in which such Indemnitee may be or may have been involved as a party or otherwise, or with which such Indemnitee may be or may have been threatened, while in office or thereafter, by reason of being or having been a Manager of the Fund or the past or present performance of services to the Fund by such Indemnitee, except to the extent such loss, claim, damage, liability, cost, or expense shall have

been finally determined in a decision on the merits in any such action, suit, investigation, or other proceeding to have been incurred or suffered by such Indemnitee by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such Indemnitee’s offices. The rights of indemnification provided under this Section 3.7 shall not be construed so as to provide for indemnification of a Manager for any liability (including liability under federal securities laws that, under certain circumstances, impose liability even on Persons that act in good faith) to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the applicable provisions of this Section 3.7 to the fullest extent permitted by law.

(b)           Expenses so incurred by such Indemnitees, including, but not limited to, reasonable counsel fees and accounting and auditing expenses (but excluding amounts paid in satisfaction of judgments, in compromise, or as fines or penalties), shall be paid from time to time by the Fund in advance of the final disposition of any such action, suit, investigation, or proceeding upon receipt of an undertaking by or on behalf of such Indemnitees to repay to the Fund amounts so paid if it shall ultimately be determined that indemnification of such expenses is not authorized under Section 3.7(a) hereof; provided, however, that (i) such Indemnitees shall provide security for such undertaking, (ii) the Fund shall be insured by or on behalf of such Indemnitees against losses arising by reason of such Indemnitees’ failure to fulfill such undertaking, or (iii) a majority of the Managers (excluding any Manager who is either seeking advancement of expenses hereunder or is or has been a party to any other action, suit, investigation, or proceeding involving claims similar to those involved in the action, suit, investigation, or proceeding giving rise to a claim for advancement of expenses hereunder) or independent legal counsel in a written opinion shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe such Indemnitees ultimately will be entitled to indemnification.

(c)           As to the disposition of any action, suit, investigation, or proceeding (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication or a decision on the merits by a court, or by any other body before which the proceeding shall have been brought, that an Indemnitee is liable to the Fund or its Members by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such Indemnitee’s offices, indemnification shall be provided pursuant to Section 3.7(a) hereof if (i) approved as in the best interests of the Fund by a majority of the Managers (excluding any Manager who is either seeking indemnification hereunder or is or has been a party to any other action, suit, investigation, or proceeding involving claims similar to those involved in the action, suit, investigation, or proceeding giving rise to a claim for indemnification hereunder) upon a determination based upon a review of readily available facts (as opposed to a full trial-type inquiry) that such Indemnitee acted in good faith and in the reasonable belief that such actions were in the best interests of the Fund and that such Indemnitee is not liable to the Fund or its Members by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such Indemnitee’s offices, or (ii) the Board secures a written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry) to the effect that such indemnification would not protect such Indemnitee against any liability to the Fund or its Members to which such Indemnitee would otherwise be subject by reason of willful misfeasance,

bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such Indemnitee’s offices.

(d)           Any indemnification or advancement of expenses made pursuant to this Section 3.7 shall not prevent the recovery from any Indemnitee of any such amount if such Indemnitee subsequently shall be determined in a decision on the merits in any action, suit, investigation or proceeding involving the liability or expense that gave rise to such indemnification or advancement of expenses to be liable to the Fund or its Members by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such Indemnitee’s offices.  In (i) any suit brought by a Manager (or other Person entitled to indemnification hereunder) to enforce a right to indemnification under this Section 3.7, it shall be a defense that, and (ii) in any suit in the name of the Fund to recover any indemnification or advancement of expenses made pursuant to this Section 3.7, the Fund shall be entitled to recover such expenses upon a final adjudication that, the Manager or other Person claiming a right to indemnification under this Section 3.7 has not met the applicable standard of conduct set forth in this Section 3.7. In any such suit brought to enforce a right to indemnification or to recover any indemnification or advancement of expenses made pursuant to this Section 3.7, the burden of proving that the Manager or other Person claiming a right to indemnification is not entitled to be indemnified, or to any indemnification or advancement of expenses, under this Section 3.7 shall be on the Fund (or any Member acting derivatively or otherwise on behalf of the Fund or its Members).

(e)           The Indemnitees may not satisfy any right of indemnification or advancement of expenses granted in this Section 3.7 or to which such Indemnitees may otherwise be entitled except out of the assets of the Fund, and no Member shall be personally liable with respect to any such claim for indemnification or advancement of expenses.

(f)           The rights of indemnification provided hereunder shall not be exclusive of or affect any other rights to which any Person may be entitled by contract or otherwise under law. Nothing contained in this Section 3.7 shall affect the power of the Fund to purchase and maintain liability insurance on behalf of any Manager or other Person.

3.8           FEES, EXPENSES AND REIMBURSEMENT

(a)           The Board may cause the Fund to compensate each Manager who is not an “interested person” of the Fund (as defined in the 1940 Act), and such Manager shall be reimbursed by the Fund for reasonable travel and out-of-pocket expenses incurred by him in performing his duties under this Agreement.

(b)           The Fund shall bear all expenses incurred in its business and operations other than those specifically required to be borne by WFAAM pursuant to the advisory agreement between the Fund and WFAAM.  Expenses borne by the Fund include, but are not limited to, the following:

(1)           all costs and expenses directly related to portfolio transactions and positions for the Fund’s account, including, but not limited to, brokerage commissions (if any), research fees, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased,

custodial fees, margin fees, transfer taxes and premiums, taxes withheld on foreign dividends and indirect expenses from investments in Investment Funds;

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

(3)           attorneys’ fees and disbursements associated with updating the Fund’s registration statement, its private placement memorandum, if any, and other offering related documents; the costs of printing those materials and distributing them to prospective investors; and attorneys’ fees and disbursements associated with the preparation and review thereof;

(4)           all costs and expenses associated with the organization and operation of separate Investment Funds managed by Investment Managers in which the Fund invests;

(5)           the costs and expenses of holding meetings of the Board and any meetings of Members, including costs associated with the preparation and dissemination of proxy materials;

(6)           the fees and disbursements of the Fund’s counsel, legal counsel to the Independent Managers, if any, auditing and accounting expenses and fees and disbursements for independent accountants for the Fund, and other consultants and professionals engaged on behalf of the Fund;

(7)           all costs associated with the Fund’s repurchase offers;

(8)           the management fee payable to WFAAM;

(9)           the fees payable to custodians and other Persons providing administrative services to the Fund;

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

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

(12)           all expenses associated with computing the Fund’s net asset value, including any equipment or services obtained for these purposes;

(13)           all charges for equipment or services used in communicating information regarding the Fund’s transactions among WFAAM and any custodian or other agent engaged by the Fund; and

(14)           such other types of expenses as may be approved from time to time by the Board.

(c)           Subject to procuring any required regulatory approvals, from time to time the Fund may, alone or in conjunction with other registered or unregistered investment funds or other accounts

for which WFAAM, or any Affiliate of WFAAM, acts as general partner, managing member, manager or investment adviser (or the equivalent), purchase insurance in such amounts, from such insurers and on such terms as the Board shall determine.

ARTICLE IV: TERMINATION OF STATUS OF ADVISER AND MANAGERS,

 TRANSFERS AND REPURCHASES

4.1           TERMINATION OF STATUS OF A MANAGER

The status of a Manager shall terminate if the Manager (a) shall die; (b) shall be adjudicated incompetent; (c) shall voluntarily resign as a Manager;(d) shall be removed in accordance with Section 4.2; (e) shall be certified by a physician to be mentally or physically unable to perform his or her duties hereunder; (f) shall be declared bankrupt by a court with appropriate jurisdiction, file a petition commencing a voluntary case under any bankruptcy law or make an assignment for the benefit of creditors; (g) shall have a receiver appointed to administer the property or affairs of such Manager; or (h) shall otherwise cease to be a Manager of the Fund under the Delaware Act.

4.2           REMOVAL OF THE MANAGERS

Any Manager may be removed either (a) with or without cause by the vote or written consent of at least two thirds (2/3) of the Managers not subject to the removal vote (but only if there are at least three Managers serving on the Board at the time of such vote or written consent)or (b) with or without cause by, if at a meeting, a vote of the Members holding a majority of the total number of votes present at such meeting or, if by written consent, a vote of Members holding at least two-thirds (2/3) of the total number of votes eligible to be cast by all Members.

4.3           TRANSFER OF UNITS OF MEMBERS

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

(b)           The Board may not consent to a Transfer of Units of a Member unless: (i) the Person to whom the Units are Transferred (or each of the Person’s beneficial owners if such a Person is a “private investment company” as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a Person whom the Board believes is a “Eligible Investor” as described in the Fund’s Form N-2; and (ii) all the Units of the Member are Transferred to a single Transferee or, after the Transfer of less than all the Member’s Units, the balance of the Capital Account of each of the Transferee and Transferor is not less than the amount as may be fixed from time to time by the Board as the Fund’s minimum investment, if any.  Any Transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Units so acquired and to Transfer such Units in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such Transferee becomes a substituted Member. If a Member Transfers Units with the approval of the Board, the Board shall promptly take all necessary actions so that the Transferee to whom such Units are Transferred is admitted to the Fund as a Member. Each Member effecting a Transfer and its Transferee agree to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Fund in connection with such Transfer.

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

4.4           REPURCHASE OF UNITS

(a)           Except as otherwise provided in this Agreement, no Member or other Person holding Units shall have the right to withdraw or tender to the Fund for repurchase of those Units. The Board from time to time, in its sole and absolute discretion and on such terms and conditions as it may determine, may cause the Fund to repurchase Units pursuant to written tenders. However, the Fund shall not offer to repurchase Units on more than four occasions during any one Taxable Year unless it has received an opinion of counsel to the effect that such more frequent offers would not cause any adverse tax consequences to the Fund or the Members. In determining whether to cause the Fund to repurchase Units pursuant to written tenders, the Board shall consider the following factors, among others:

(1)           whether any Members have requested to tender Units to the Fund;

(2)           the liquidity of the Fund’s assets;

(3)           the investment plans and working capital requirements of the Fund;

(4)           the relative economies of scale with respect to the size of the Fund;

(5)           the history of the Fund in repurchasing Units;

(6)           the economic condition of the securities markets; and

(7)           the anticipated tax consequences of any proposed repurchases of Units.

The Board shall cause the Fund to repurchase Units pursuant to written tenders only on terms determined by the Board to be fair to the Fund and to all Members (including Persons holding Units acquired from Members), as applicable, and otherwise in a manner consistent with Sections 18-607 and 18-804 of the Delaware Act, to the extent applicable.

(b)           A Member who tenders for repurchase only a portion of the Member’s Units will be required to maintain a Capital Account balance not less than amount as may be fixed from time to time by the Board as the Fund’s minimum investment, if any.  If a Member tenders an amount that would cause the Member’s Capital Account balance to fall below the required minimum, the Fund reserves the right to reduce the amount to be purchased from the Member so that the required minimum balance is maintained or to repurchase all of the tendering Member’s Units.  A Member who tenders for repurchase Units initially purchased within a period determined by the Board before such tender may, as determined by the Board, be required to pay an early repurchase charge of a percentage of the repurchase price for such Units, which charge will be withheld from the payment of the repurchase price.

(c)           The Board may cause the Fund to repurchase Units of a Member or any Person acquiring Units from or through a Member in the event that the Board determines or has reason to believe that:

(1)           such Units have been Transferred in violation of Section 4.3 hereof, or such Units have vested in any Person by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of a Member;

(2)           ownership of such Units by a Member or other Person will cause the Fund to be in violation of, or subject the Fund to additional registration or regulation under, the securities laws of the United States or any other relevant jurisdiction;

(3)           continued ownership of such Units may subject the Fund or any of the Members to an undue risk of adverse tax or other fiscal consequences;

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

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

(6)           it would be in the best interests of the Fund, as determined by the Board in its sole and absolute discretion, for the Fund to repurchase such Units.

(d)           Provided that the Board shall have made a determination to repurchase Units, Units will be valued for purposes of determining their repurchase price as of the last Business Day of each calendar quarter (a “Valuation Date”). Units to be repurchased pursuant to subsection 4.4(c) shall

be tendered by the affected Members, and payment for such Units shall be made by the Fund, at such times as the Fund shall set forth in its notice to the affected Members. Units being tendered by Members pursuant to subsection 4.4(a) shall be tendered by Members at least thirty (30) days prior to the applicable Valuation Date. The Fund shall pay the repurchase price for tendered Units approximately, but no earlier than, thirty (30) days after the applicable Valuation Date. The voting rights of Members as provided in this Agreement with respect to the tendered Units shall continue until such time as the Initial Payment (as defined below) of the repurchase price is paid under this subsection 4.4(d). Payment of the repurchase price for Units shall consist of cash in an amount equal to such percentage (generally expected to be 100% or 90%), as may be determined by the Board, of the estimated unaudited Net Asset Value of the Units repurchased by the Fund determined as of the Valuation Date relating to such Units (the “Initial Payment”). The Fund may establish an escrow to hold funds  or otherwise earmark funds (including investments) reasonably determined by the Board to be needed to make both the Initial Payment and, if the Initial Payment is less than 100% of the estimated unaudited Net Asset Value, the balance of such estimated Net Asset Value. The Fund shall pay the balance, if any, of the purchase price based on the audited financial statements of the Fund for the Fiscal Year in which such repurchase was effective.  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.  Notwithstanding anything in the foregoing to the contrary, the Board, in its sole and absolute discretion, may pay any portion of the repurchase price in Securities (or any combination of Securities and cash) having a value, determined as of the Valuation Date relating to such Units, equal to the fair market value of such Securities.  Members may be compelled to accept any portion of the redemption price in Securities without regard to the provisions of Section 18-605 of the Delaware Act.

ARTICLE V: CAPITAL

5.1           CAPITAL CONTRIBUTIONS

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

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

(c)           Initial and any additional contributions to the capital of the Fund by any Member shall be payable in cash, in-kind or in such manner and at such times as may be determined by the Board, payable in readily available funds at the date of the proposed acceptance of the contribution.

5.2           RIGHTS OF MEMBERS TO CAPITAL

No Member shall be entitled to interest on any contribution to the capital of the Fund, nor shall any Member be entitled to the return of any capital of the Fund except (i) upon the repurchase by the Fund of a part or all of such Member’s Units pursuant to Section 4.4 hereof, (ii) pursuant to the provisions of Section 5.7 hereof or (iii) upon the liquidation of the Fund’s assets pursuant to Section 6.2 hereof. No Member shall be liable for the return of any such amounts. No Member shall have the right to require partition of the Fund’s property or to compel any sale or appraisal of the Fund’s assets.

5.3           CAPITAL ACCOUNTS

(a)           The Fund shall maintain a separate Capital Account for each Member.  The Net Asset Value of each Member’s Capital Account shall equal the aggregate Net Asset Value of such Member’s Units.

(b)           Each Member’s Capital Account shall have an initial balance equal to the amount of cash and the fair market value of any property constituting such Member’s initial contribution to the capital of the Fund.

(c)           Each Member’s Capital Account shall be increased by the sum of (i) the amount of cash and the fair market value of any property constituting additional contributions by such Member to the capital of the Fund permitted pursuant to Section 5.1 hereof, plus (ii) all amounts credited to such Member’s Capital Account pursuant to Sections 5.4 and 5.5 hereof.

(d)           Each Member’s Capital Account shall be reduced by the sum of (i) the amount of any repurchase of the Units of such Member or distributions to such Member pursuant to Sections 4.4, 5.7 or 6.2 hereof which are not reinvested (net of any liabilities secured by any asset distributed that such Member is deemed to assume or take subject to under Section 752 of the Code), plus (ii) any amounts debited against such Capital Account pursuant to Sections 5.4 and 5.5 hereof.  Expenses with respect to any Fiscal Period shall be calculated and charged as of the last Business Day of such Fiscal Period prior to giving effect to any repurchases to be made as of the end of such Fiscal Period.

5.4ALLOCATION OF NET PROFIT AND NET LOSS;

     ALLOCATION OF OFFERING COSTS

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

5.5           RESERVES

Appropriate reserves may be created, accrued, and charged against Members’ Capital Accounts (on a pro rata basis in accordance with the Net Asset Value of each Unit) for contingent liabilities, if any, as of the date any such contingent liability becomes known to the Board, such

reserves to be in the amounts that the Board, in its sole and absolute discretion, deems necessary or appropriate. The Board may increase or reduce any such reserves from time to time by such amounts as the Board, in its sole and absolute discretion, deems necessary or appropriate.

5.6           TAX ALLOCATIONS

For each Taxable Year, items of income, deduction, gain, loss, or credit shall be allocated for income tax purposes among the Members in such manner as to reflect equitably amounts credited or debited to each Member’s Capital Account for the current and prior Taxable Years (or relevant portions thereof). Allocations under this Section 5.6 shall be made pursuant to the principles of Sections 704(b) and 704(c) of the Code, and in conformity with Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), 1.704-1(b)(4)(i) and 1.704-3(e) promulgated thereunder, as applicable, or the successor provisions to such provisions of the Code and Regulations.  Notwithstanding anything to the contrary in this Agreement, there shall be allocated to the Members such gains or income as shall be necessary to satisfy the “qualified income offset” requirement of Regulations Section 1.704-1(b)(2)(ii)(d).

Notwithstanding the preceding paragraph, in the event that the Fund repurchases a Member’s Units, in whole or in part, the Board may, in its sole and absolute discretion, specially allocate items of Fund income and gain to that Member for tax purposes to reduce the amount, if any, by which that Member’s repurchase price exceeds that Member’s tax basis for its repurchased Units, or specially allocate items of Fund deduction and loss to that Member for tax purposes to reduce the amount, if any, by which that Member’s tax basis for its repurchased Units exceeds that Member’s repurchase price.

5.7           DISTRIBUTIONS

Prior to the dissolution of the Fund, the Board, in its sole and absolute discretion, may authorize the Fund to make distributions in cash or in kind at any time to any one or more of the Members, subject to Section 18-607 of the Delaware Act.  Members may be compelled to accept in-kind distributions without regard to the provisions of Section 18-605 of the Delaware Act.

5.8           WITHHOLDING

(a)           The Board may withhold from any distribution to a Member, or deduct from a Member’s Capital Account, and pay over to the Internal Revenue Service (or any other relevant taxing authority) any taxes due in respect of such Member to the extent required by the Code or any other applicable law.

(b)           For purposes of this Agreement, any taxes so withheld or deducted by the Fund shall be deemed to be a distribution or payment to such Member, reducing the amount otherwise distributable or payable to such Member pursuant to this Agreement and reducing the Capital Account of such Member.

(c)           The Board shall not be obligated to apply for or obtain a reduction of or an exemption from withholding tax on behalf of any Member that may be eligible for such reduction or exemption. To the extent that a Member claims to be entitled to a reduced rate of, or exemption from, a withholding tax pursuant to an applicable income tax treaty, or otherwise, such Member

shall furnish the Board with such information and forms as such Member may be required to complete in order to comply with any and all laws and regulations governing the obligations of withholding tax agents. Each Member represents and warrants that any such information and forms furnished by such Member shall be true and accurate and agrees to indemnify the Fund, the Board and each of the other Members from any and all damages, costs and expenses resulting from the filing of inaccurate or incomplete information or forms relating to such withholding taxes.

ARTICLE VI: DISSOLUTION AND LIQUIDATION

6.1           DISSOLUTION

The Fund shall be dissolved only:

(1)           upon the affirmative vote to dissolve the Fund by the Board;

(2)           upon the determination not to continue the business of the Fund or the failure of Members to elect the required number of Managers at a meeting called by WFAAM in accordance with Section 2.6(c) hereof;

(3)           at any time there are no Members in accordance with and subject to Section 18-801(a)(4) of the Delaware Act; or

(4)           the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

Dissolution of the Fund shall be effective on the later of the day on which the event giving rise to the dissolution shall occur or, in connection with clause (2) above, the conclusion of the 60-day period as provided in Section 2.6, but the Fund shall not terminate until the assets of the Fund have been liquidated, and the business and affairs of the Fund have been wound up, in accordance with Section 6.2 hereof and the Certificate has been canceled.

6.2           LIQUIDATION OF ASSETS

(a)           Upon the dissolution of the Fund as provided in Section 6.1 hereof, the Board shall promptly appoint WFAAM as the liquidator, and WFAAM shall liquidate the assets, and wind up the business and affairs of the Fund, except that, if WFAAM is unable or unwilling to perform this function, the Board shall appoint another Person to serve as liquidator, and, if the Board is unable or unwilling to appoint another Person to serve as liquidator, Members holding a majority of the total number of votes eligible to be cast by all Members shall appoint another Person to serve as liquidator, and such Person shall promptly liquidate assets, and wind up the business and affairs of the Fund. Net Profit and Net Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board, WFAAM or the liquidator shall deem appropriate in its sole and absolute discretion as applicable) shall be distributed in accordance with Section 18-804 of the Delaware Act as follows:

(1)           the debts of the Fund and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Fund’s assets to the Members has been completed, shall first be paid in accordance with priority and on a pro rata basis in accordance with their respective amounts; and

(2)           the Members shall next be paid on a pro rata basis in accordance with the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.2(a)(2).

(b)           Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Fund, the Board or other liquidator may distribute ratably to the Members in kind any assets of the Fund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profit or Net Loss for the Fiscal Period ending on the date of such distribution.  Members may be compelled to accept in-kind distributions without regard to the provisions of Section 18-605 of the Delaware Act.

ARTICLE VII: ACCOUNTING, VALUATIONS, AND BOOKS AND RECORDS

7.1           ACCOUNTING AND REPORTS

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

(b)           After the end of each Taxable Year, the Fund shall furnish to each Member such information regarding the operation of the Fund and such Member’s Units as is necessary for such Member to complete federal, state, and local income tax or information returns and any other tax information required by federal, state, or local law.

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

7.2           DETERMINATIONS BY THE BOARD OF MANAGERS

(a)           All matters concerning the determination and allocation among the Members of the amounts to be determined and allocated pursuant to Article V hereof, including any taxes thereon

and accounting procedures applicable thereto, shall be determined by the Board in its sole and absolute discretion unless specifically and expressly otherwise provided for by the provisions of this Agreement or required by law, and such determinations and allocations shall be final and binding on all the Members.

(b)           The Board in its sole and absolute discretion may make such adjustments to the computation of Net Profit or Net Loss or any components thereof as it considers appropriate to reflect fairly and accurately the financial results of the Fund and the intended allocations thereof among the Members.

7.3           VALUATION OF ASSETS

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

(b)           The Fund will value interests in Investment Funds at their “fair value,” as determined in good faith by the Board, which value ordinarily will be the value of an interest in an Investment Fund determined by the Investment Manager of the Investment Fund in accordance with the policies established by the Investment Fund, absent information indicating that such value does not represent the fair value of the interest.

(c)           The value of Securities and other assets of the Fund and the Net Asset Value of the Fund as a whole determined pursuant to this Section 7.3 shall be conclusive and binding on all of the Members and all parties claiming through or under them in the absence of manifest error.

ARTICLE VIII: MISCELLANEOUS PROVISIONS

8.1           AMENDMENT OF LIMITED LIABILITY COMPANY AGREEMENT

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

(b)           Any amendment that would:

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

(2)           reduce the Capital Account of a Member;

may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender all of its Units for repurchase by the Fund.

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

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

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

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

(4)           as provided in Section 3.1(e).

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

8.2           SPECIAL POWER OF ATTORNEY

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

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

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

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

(b)           Each Member is aware that the terms of this Agreement permit certain amendments to this Agreement to be effected and certain other actions to be taken or omitted by or with respect to the Fund without such Member’s consent.  If an amendment to the Certificate or this Agreement or any action by or with respect to the Fund is taken in the manner contemplated by this Agreement, each Member agrees that, notwithstanding any objection that such Member may assert with respect to such action, the attorneys-in-fact appointed hereby are authorized and empowered, with full power of substitution, to exercise the authority granted above in any manner that may be necessary or appropriate to permit such amendment to be made or action lawfully taken or omitted.  Each Member is fully aware that each other Member will rely on the effectiveness of this special power-of-attorney with a view to the orderly administration of the affairs of the Fund.

(c)           This power-of-attorney is a special power-of-attorney and is coupled with an interest in favor of each of the Managers and any liquidator of the Fund’s assets and, as such:

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

(2)           shall survive a Transfer by a Member of such Member’s Units, except that where the Transferee thereof has been approved by the Board, this power-of-attorney given by the Transferor shall survive such Transfer for the sole purpose of enabling the Board to execute, acknowledge, and file any instrument necessary to effect such Transfer.

8.3           NOTICES

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

8.4           AGREEMENT BINDING UPON SUCCESSORS AND ASSIGNS

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

8.5           APPLICABILITY OF 1940 ACT AND FORM N-2

The parties hereto acknowledge that this Agreement is not intended to, and does not, set forth the substantive provisions contained in the 1940 Act and the Fund’s Form N-2 that affect numerous aspects of the conduct of the Fund’s business and of the rights, privileges, and obligations of the Members. Each provision of this Agreement shall be subject to and interpreted in a manner consistent with the applicable provisions of the 1940 Act and the Fund’s Form N-2.

8.6           CHOICE OF LAW

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

8.7           NOT FOR BENEFIT OF CREDITORS

The provisions of this Agreement are intended only for the regulation of relations among past, present and future Members, Managers, and the Fund. This Agreement is not intended for the benefit of creditors, in their capacity as such, and no rights are granted to creditors, in their capacity as such, under this Agreement.

8.8           THIRD-PARTY BENEFICIARIES

Each Indemnitee is a third-party beneficiary of Section 3.7.

8.9           MERGER AND CONSOLIDATION

(a)           The Fund may merge or consolidate with or into one or more limited liability companies or other business entities pursuant to an agreement of merger or consolidation that has been approved by the Board in the manner contemplated by Section 18-209(b) of the Delaware Act or may sell, lease or exchange all or substantially all of the Fund property, including its good will, upon such terms and conditions and for such consideration when and as authorized by the Board, in each case without the vote or consent of the Members.

(b)           Notwithstanding anything to the contrary contained elsewhere in this Agreement, an agreement of merger or consolidation approved by the Board in accordance with Section 18-209(b) of the Delaware Act may, to the extent permitted by Section 18-209(f) of the Delaware Act, (i) effect any amendment to this Agreement, (ii) effect the adoption of a new limited liability company agreement for the Fund if it is the surviving or resulting limited liability

company in the merger or consolidation, or (iii) provide that the limited liability company agreement of any other constituent limited liability company to the merger or consolidation (including a limited liability company formed for the purpose of consummating the merger or consolidation) shall be the limited liability company agreement of the surviving or resulting limited liability company; provided, however, that no such merger or consolidation shall have the effect of amending this Agreement in a manner not permitted under Section 8.1.

8.10           PRONOUNS

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

8.11           CONFIDENTIALITY

(a)           A Member may obtain from the Fund, for any purpose reasonably related to such Member’s Units, such information regarding the business affairs or assets of the Fund as is just and reasonable under the Delaware Act, subject to reasonable standards (including standards governing what information and documents are to be furnished, at what time and location and at whose expense) established by the Board.

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

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

8.12           SEVERABILITY

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

8.13           FILING OF RETURNS

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

8.14           TAX MATTERS PARTNER

(a)           WFAAM shall be designated on the Fund’s annual Federal income tax return, and have full powers and responsibilities, as the initial Tax Matters Partner of the Fund for purposes of Section 6231(a)(7) of the Code. In the event that WFAAM is no longer a Member, the Board shall designate a Member to be Tax Matters Partner in accordance with the procedures of Section 3.3 herein. Should any Member (including WFAAM) be designated as the Tax Matters Partner for the Fund pursuant to Section 231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a Manager selected by the Board all of its rights, powers, and authority to act as such Tax Matters Partner and hereby constitutes and appoints such Manager as its true and lawful attorney-in-fact, with power to act in its name and on its behalf, including the power to act through such agents or attorneys as it shall elect or appoint, to receive notices, to make, execute and deliver, swear to, acknowledge, and file any and all reports, responses, and notices, and to do any and all things required or advisable, in the Manager’s judgment, to be done by such a Tax Matters Partner. Any Member designated as the Tax Matters Partner for the Fund under Section 6231(a)(7) of the Code shall be indemnified and held harmless by the Fund from any and all liabilities and obligations that arise from or by reason of such designation.

(b)           Each Person (for purposes of this Section 8.14, called a “Pass-Thru Member”) that holds or controls Units on behalf of, or for the benefit of, another Person or Persons, or which Pass-Thru Member is beneficially owned (directly or indirectly) by another Person or Persons, shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice, demand, request or other document in writing to all holders of beneficial interests in the Fund holding such interests through such Pass-Thru Member. In the event the Fund shall be the subject of an income tax audit by any Federal, state, or local authority, to the extent the Fund is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Fund and each Member thereof. All expenses incurred in connection with any such audit, investigation, settlement, or review shall be borne by the Fund.

8.15           SECTION 754 ELECTION

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

8.16           USE OF NAMES “WELLS FARGO ALTERNATIVE ASSET MANAGEMENT, LLC,” “WFAAM” AND “WELLS FARGO FAMILY OFFICE MASTER FUND”

WFAAM hereby grants to the Fund a royalty-free, non-exclusive license to use the name “Wells Fargo Alternative Asset Management, LLC,” “WFAAM” or “Wells Fargo Family Office Master Fund” (or an abbreviation or derivation thereof) in the name of the Fund.  Such license may, at such time as neither WFAAM nor an Affiliate of WFAAM shall serve as an investment adviser to the Fund, or upon termination of this Agreement, be terminated by WFAAM, in which event the Fund shall promptly take whatever action may be necessary to change its name and discontinue any further use of the names “Wells Fargo Alternative Asset Management, LLC,” “WFAAM” and “Wells Fargo Family Office Master Fund” (or an abbreviation or derivation thereof) in the name of the Fund or otherwise. The names “Wells Fargo Alternative Asset Management, LLC,” “WFAAM” or “Wells Fargo Family Office Master Fund” (or an abbreviation or derivation thereof) may be used or licensed by WFAAM in connection with any of its activities or licensed by WFAAM to any other party.

ARTICLE IX: ADDITIONAL REPRESENTATIONS AND WARRANTIES

Each Member further represents and warrants to the Fund as follows, and each representation and warranty shall be deemed to be reaffirmed each time that Member makes a Capital Contribution to the Fund:

(a)           The Member is acquiring Units for his, her or its own account for investment purposes only, and not with a view to or for sale in connection with any distribution of Units.

(b)           The Member understands that the issuance of Units to the Member has not been registered under any federal or state securities laws, in part based upon representations made by the Member, and cannot be resold unless it is registered under the Securities Act and all applicable state statutes, or an exemption from registration is available therefrom.

(c)           The Member, by reason of his, her or its business or financial experience, has the capacity to protect his, her or its own interest in connection with the transaction and to evaluate the merits and risks of the proposed investment.

(d)           The Member understands that he, she or it must bear the economic risk of his, her or its investment for an indefinite period of time because of the transfer restrictions contained in this Agreement and because the Units have not been registered under applicable securities laws and, therefore, cannot be sold or transferred except as provided in this Agreement unless it is subsequently registered under applicable securities laws or an exemption is available.

(e)           No representations or warranties have been made to the Member by the Fund or WFAAM, and, in entering into this transaction, the Member is not relying upon any information other than that contained in this Agreement and any additional documents furnished by the Fund or WFAAM to the Member and the results of the Member’s own independent investigation.

(f)           Neither the Fund nor WFAAM has made any representations or provided any warranty concerning whether the Fund’s business or the issuance of Units would be in violation of any rule or regulation.

(g)           The Member represents and warrants that it and each of its “beneficial owners” is an “accredited investor” within the meaning of the Securities Act and Regulation D promulgated thereunder.

(h)           The Member, individually or through his, her or its duly authorized officers, employees or agents, has had an opportunity to (i) ask questions of and receive answers from the Fund or WFAAM concerning the terms and conditions of this investment and the proposed operation of the Fund and (ii) obtain information necessary to verify the accuracy of the information provided to the Member.

(i)           The Member has made an independent determination of the investment, accounting, legal and tax aspects of acquiring his, her or its Units and has depended on the advice of his, her or its own counsel, advisers and accountants and acknowledges that the Fund has no responsibility with respect to such matters and such advice. On that basis, the Member believes that an investment in the Fund is suitable and appropriate for the Member. The Member has the necessary knowledge and experience in financial and business matters to enable him, her or it to evaluate the merits and risks of an investment in the Fund. The Member understands that the purchase of Units involves certain risks.

(j)           None of the Fund, the Managers nor any person acting on behalf of the Fund or WFAAM, has offered or sold any Units to the Member by means of any form of general solicitation or general advertising. The Member has not received, paid or given, directly or indirectly, any commission or remuneration for or on account of any sale, or the solicitation of any sale, of Units to the Member.

(k)           The Member has reviewed the Member’s financial condition and commitments, and is satisfied that the Member has the financial ability to bear the economic risk of the Member’s investment, through a purchase of Units, and has adequate net worth and means of providing for Member’s current needs and contingencies, and has the ability to sustain a complete loss of the Member’s investment in the Fund.

(l)           Set forth on the signature page of this Agreement is the true and correct address of the Member’s residence or principal place of business. The only jurisdiction in which an offer to sell Units was made to the Member is the jurisdiction in which such residence or principal place of business is situated.

(m)           The Member is not a senior foreign political figure, or an immediate family member or close associate of a senior foreign political figure within the meaning of the USA PATRIOT Act of 2001 and that the Member is not making an investment in the Fund on behalf of such a person.

(n)           The Member’s Capital Contribution(s) to the Fund was not directly or indirectly derived from illegal activities, including any activities that would violate United States federal or state laws or any laws and regulations of other countries.

(o)           The Member acknowledges that United States federal law, regulations and executive orders administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) prohibit the Fund or WFAAM from, among other things, engaging in transactions with, and the provision of services to, persons on the list of Specially Designated Nationals and Blocked Persons and foreign countries and territories subject to U.S. sanctions administered by OFAC (together, the “OFAC Maintained Sanctions”).

(p)           The Fund prohibits the investment of funds by any persons or entities that are acting, directly or indirectly, (i) in contravention of any applicable laws and regulations, including anti-money laundering regulations or conventions, (ii) on behalf of terrorists or terrorist organizations, including those persons or entities subject to an OFAC Maintained Sanction, (iii) for a senior foreign political figure, any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political figure, or (iv) for a foreign shell bank (such persons or entities in (i) - (iv) are collectively referred to as “Prohibited Persons”). The Member is not, and is not acting directly or indirectly on behalf of, a Prohibited Person.

(q)           If the Member is an entity designated as a “financial institution” in the USA PATRIOT Act of 2001 (generally including banks, trust companies, thrift institutions, agencies or branches of foreign banks, investment bankers, broker-dealers, investment companies, insurance companies, investment advisers, futures commission merchants, commodity trading advisors, and commodity pool operators), the Member has implemented and enforces an anti-money laundering program (“AMLP”) that is compliant with the USA PATRIOT Act of 2001 and that its AMLP, at a minimum:

•           Maintains and enforces a customer identification program in accordance with applicable regulatory requirements under Section 326 of the USA PATRIOT Act of 2001;

•           For each investor, client, customer, and principal, verifies and documents its business, source of funds, and investment objectives and has confirmed that no investor, client, customer or principal nor any person that controls, is controlled by or is under common control with any investor, client, customer or principal (1) is a country, territory, person or entity subject to an OFAC Maintained Sanction, or (2) is a foreign shell bank as that term is defined in the U.S. Treasury Department;

•           Includes reasonable internal procedures and controls to detect and report suspicious activities;

•           Designates a compliance officer for anti-money laundering responsibilities;

•           Provides on-going employee training with respect to anti-money laundering policies and procedures; and

•           Includes an independent audit function to test its AMLP.

(r)           The Member acknowledges and agrees that the Fund may “freeze the account” of the Member, including, but not limited to, prohibiting additional commitments, declining any

redemption requests and/or segregating the assets in the account, in compliance with governmental regulations.

(s)           The Member acknowledges and agrees that the Fund, in complying with anti-money laundering statutes, regulations and goals, may file voluntarily and/or as required by law suspicious activity reports (“SARs”) or any other information with governmental and law enforcement agencies that identify transactions and activities that the Fund or its agents reasonably determine to be suspicious, or is otherwise required by law. The Member consents to the disclosure by the Fund or WFAAM of any information about the Member to regulators and others upon request in connection with money laundering and similar matters in the United States and in other jurisdictions.

(t)           The Member acknowledges that the Fund is prohibited by law from disclosing to third parties, including the Member, any filing or the substance of any SAR.

(u)           The Member acknowledges and agrees that he, she or it will provide additional information or take such other actions as may be necessary or advisable for the Fund (in the sole judgment of the Managers) to comply with any disclosure and compliance policies, related legal process or appropriate requests (whether formal or informal) or otherwise. The Member consents to disclosure by the Fund and its agents, to relevant third parties of information pertaining to it in respect of disclosure and compliance policies or information requests related thereto. Failure to honor any such request may result in redemption by the Fund.

(v)           All information and documentation provided to the Fund, including, but not limited to, all information regarding the Member’s identity, business, investment objectives, and source of the funds to be invested in the Fund, is true and correct.

(w)           The Member acknowledges that the Fund may not accept any Capital Contributions from the Member if the Member cannot truthfully make the representations set forth in the preceding ten subsections.

(x)           The Member has indicated on the signature page hereto, (i) the amount of his, her or its Capital Contribution to the Fund, and (ii) if the Capital Contribution will be made in investments, the Member shall provide the Fund with a statement indicating the fair market value of such investments as of the close of business on the Business Day preceding the date of contribution of such investments to the Fund.

Each of the undersigned acknowledges having read this Agreement in its entirety before signing, including the confidentiality clause set forth in Section 8.11.

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

INITIAL:MANAGERS:

/s/ Daniel J. Rauchle                   

Daniel J. Rauchle, Manager

_______________________

Dennis G. Schmal, Manager

______________________

Timothy H. Holmes, Manager

INITIAL MEMBER:

WELLS FARGO ALTERNATIVE ASSET MANAGEMENT, LLC

By: /s/ Daniel J. Rauchle              

Name: Daniel J. Rauchle

Title: President

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of _______. 2011 and as of the applicable “Effective Time” indicated below.

EACH OF THE MEMBERS:

WELLS FARGO FAMILY OFFICE FUND I, LLC

By:

Name:

Title:

Address:

Capital Contribution:____________________ 

Effective Time:as of 5:15 p.m., Eastern Time

WELLS FARGO FAMILY OFFICE FUND FW, LLC

By:

Name:

Title:

Address:

Capital Contribution:____________________ 

Effective Time:as of 5:30 p.m., Eastern Time

EX-99.2B BYLAWS

BY-LAWS

OF

WELLS FARGO FAMILY OFFICE MASTER FUND, LLC

WELLS FARGO FAMILY OFFICE FUND I, LLC

WELLS FARGO FAMILY OFFICE FW, LLC

(the “Company”)

ARTICLE I

Officers and Their Election

SECTION 1.  Officers.  The officers of the Company shall be a President, a Treasurer, a Secretary, a Chief Compliance Officer, and such other officers or agents as the Board of Managers may from time to time elect.  It shall not be necessary for any officer to be a Member or Manager of the Company.

SECTION 2.  Election of Officers.  The President, Treasurer, Chief Compliance Officer and Secretary shall be chosen annually by the Board of Managers.  Except for the offices of the President and Secretary, two or more offices may be held by a single person.  The officers shall hold office until their successors are chosen and qualified, and failure of the board not to make an annual election shall not affect our officer’s authority.

SECTION 3.  Resignations and Removals.  Any officer of the Company may resign by filing a written resignation with the President or with the Board of Managers or with the Secretary, which shall take effect on being so filed or at such time as may otherwise be specified therein. The Board of Managers may at any meeting, or by unanimous written consent, remove an officer with or without cause.

ARTICLE II

Powers and Duties of Officers

SECTION 1.  President.  In the absence of the Chairman of the Board of Managers, the President shall preside at all meetings of the Members.  Subject to the Board of Managers and to any committees of the Board of Managers, within their respective spheres, as provided by the Board of Managers, he or she shall at all times exercise a general supervision and direction over the affairs of the Company.  He shall have the power to employ attorneys and counsel for the Company and to employ such subordinate officers, agents, clerks and employees as he may find necessary to transact the business of the Company.  He shall also have the power to grant, issue, execute or sign such powers of attorney, proxies or other documents as may be deemed advisable or necessary in furtherance of the interests of the Company.  The President shall have such other powers and duties as, from time to time, may be conferred upon or assigned to him by the Board of Managers.

SECTION 2.  Treasurer.  The Treasurer shall be the principal financial and accounting officer of the Company.  He or she shall deliver all funds and securities of the Company that may come into his hands to such bank or trust company as the Board of Managers shall employ.  He shall

make annual reports in writing of the business conditions of the Company, which reports shall be preserved upon its records, and he shall furnish such other reports regarding the business and condition as the Board of Managers may from time to time require.  The Treasurer shall perform such duties additional to the foregoing as the Board of Managers may from time to time designate.

SECTION 3.  Chief Compliance Officer.  The Chief Compliance Officer shall be responsible for administering the Company’s policies and procedures, adopted in accordance with Rule 38a-1 under the Investment Company Act of 1940 (the “1940 Act”), or otherwise, to prevent violation of federal securities laws in connection with the Company’s activities, and shall have such powers necessary to perform such duties. The Chief Compliance Officer shall also have such other powers and perform such other duties as are consistent with the administration of the Company’s compliance policies and procedures and as shall from time to time be prescribed by the Board of Managers, and subject to the oversight of the Managers who are not “interested persons” as defined in the 1940 Act (collectively, the “Independent Managers”).

SECTION 4.  Secretary.  The Secretary shall record in books kept for the purpose all votes and proceedings of the Board of Managers and the Members at their respective meetings.  He shall have custody of the seal, if any, of the Company and shall perform such duties additional to the foregoing as the Board of Managers may from time to time designate.

SECTION 5.  Other Officers.  Other officers elected by the Board of Managers shall perform such duties as the Board of Managers may from time to time designate.

SECTION 6.  Compensation.  The officers of the Company may receive such reasonable compensation from the Company for the performance of their duties as the Board of Managers may from time to time determine, and, in the case of the Chief Compliance Officer, as the Independent Managers may from time to time determine.

ARTICLE III

Amendments

These By-Laws may be amended at any meeting of the Board of Managers by a vote of a majority of the Board of Managers then in office or by unanimous written consent of the Board of Managers.

EX-99.2G ADVSR CONTR

INVESTMENT ADVISORY AGREEMENT

by and between

WELLS FARGO FAMILY OFFICE MASTER FUND, LLC

and

WELLS FARGO ALTERNATIVE ASSET MANAGEMENT, LLC

INVESTMENT ADVISORY AGREEMENT made as of the 3rd day of January, 2011 between Wells Fargo Alternative Asset Management, LLC, a limited liability company organized under the laws of the State of Delaware (the “Adviser”), and Wells Fargo Family Office Master Fund, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”).

RECITALS

WHEREAS, the Company is engaged in business as a closed-end, non-diversified, management investment company and will be so registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Adviser is engaged in the business of rendering investment management and advisory services and is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and

WHEREAS, the Company desires to retain the Adviser to render management and investment advisory services in the manner and on the terms and conditions hereinafter set forth; and

WHEREAS, the Adviser desires to be retained to perform services on said terms and conditions;

NOW, THEREFORE, WITNESSETH: That it is hereby agreed between the parties hereto as follows:

1.           Appointment of the Adviser.  The Board of Managers of the Company (collectively the “Board” and individually a “Manager”) hereby appoints the Adviser to act as manager and investment adviser for the Company for the period and on the terms herein set forth. The Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.

2.           Duties and Responsibilities of the Adviser.

(a)           Investment Advisory Services.  The Adviser shall:

(i) develop, implement and supervise a continuous investment program for the Company in a manner consistent with the investment objectives and policies of the Company;

(ii) provide advice and recommendations to the Company with respect to its investments, investment policies and purchases and sales of securities and other assets;

(iii) arrange for the purchase and sale of such securities and other assets with the Company’s administrator and other service providers;

(iv) specifically allocate Company assets among investment entities, including hedge funds, separate accounts and trusts (“Portfolio Funds”), cash and other securities and investments, and regularly evaluate each Portfolio Fund to determine whether its investment program is consistent with the Company’s investment objective, and regularly evaluate whether each Portfolio Fund’s performance and other criteria the Adviser deems applicable are satisfactory;

(v) specifically reallocate Company assets among Portfolio Funds, redeem the Company’s investments with Portfolio Funds and select additional Portfolio Funds, subject in each case to the ultimate supervision of, and any policies established by, the Board; and

(vi) take such further action as it shall deem necessary or appropriate in its capacity as investment adviser to the Company.

The Adviser is authorized, subject to the approval of the Board and holders of limited liability company interests (“Interests”) of the Company (the “Members”), to retain one of its affiliates to provide any or all of the investment advisory services required to be provided to the Company or to assist the Adviser in providing these services, subject to the requirement that the Adviser supervise the rendering of any such services to the Company by the Adviser’s affiliates.  The Adviser also may, subject to Board approval and supervision and, if required in the 1940 Act, the approval of Members, retain one or more sub-advisers that are not affiliated with the Adviser, subject to the Adviser’s supervision.

(b)           Reports to the Company.  The Adviser shall furnish to, or place at the disposal of, the Company such information, reports, evaluations, analyses and opinions as the Company may, at any time or from time to time, reasonably request or as the Adviser may deem helpful to the Company.

(c)           Administration Services, Personnel, Office Space and Facilities of Adviser.  The Adviser, at its own expense, shall furnish or provide and pay the cost of: its own accounting and legal support services; provision of office space, personnel, telephone and utilities; general

supervision of the entities that are retained by the Company to provide accounting services, investor services and custody services to the Company; assisting in the drafting and updating of the Company’s registration statement, including its private placement memorandum; reviewing, approving and assisting in the preparation of regulatory filings with the Securities and Exchange Commission (the “Commission”) and state securities regulators and other Federal and state regulatory authorities; preparing reports to and other informational materials for members of the Company (“Members”) and assisting in the preparation of proxy statements, tender offer materials and other Member communications; monitoring the Company’s compliance with Federal and state regulatory requirements (other than those relating to investment compliance); reviewing accounting records and financial reports of the Company, assisting with the preparation of the financial reports of the Company and acting as liaison with the Company’s administrator, legal counsel and independent auditors; assisting in the preparation and filing of Company tax returns; assisting, coordinating and organizing meetings of the Board and meetings of Members as may be called by the Board from time to time; preparing materials and reports for use in connection with meetings of the Board; maintaining and preserving those books and records of the Company not otherwise required to be maintained by the Company’s other administrator or custodian; reviewing and arranging for payment of the expenses of the Company; assisting the Company in conducting periodic repurchases of Interests; and such other services that the Company and Adviser shall agree to from time to time, as the Adviser requires in the performance of its investment advisory and other obligations under this Agreement.

3.           Allocation of Expenses.

(a)           Expenses Paid by Adviser.  The Adviser shall bear the cost of rendering the investment management and supervisory services and administration and other services set forth in Section 2.

(b)           Expenses Paid by the Company.  The Company assumes and shall pay or cause to be paid all other expenses of the Company, including, without limitation: all costs and expenses directly related to portfolio transactions and positions for the Company’s account, including, but not limited to, brokerage commissions; redemption fees; fees paid to the underlying Portfolio Funds’ management, including management and performance fees or allocations, if any; research fees, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, borrowing charges on amounts borrowed to pay repurchases and/or redemptions, dividends on securities sold but not yet purchased, custodial fees, margin fees, transfer taxes and premiums, taxes withheld on foreign dividends and indirect expenses from investments in portfolio securities; all costs and expenses associated with the registration of the Company under, and compliance with, any applicable federal or state laws; attorneys’ fees and disbursements associated with updating the Company’s registration statement, private placement memorandum and other offering related documents; all costs and expenses associated with the preparation and dissemination of Company tender offer materials; Board compensation; the costs and expenses of holding meetings of the Board and any meetings of Members of the Company, including legal costs associated with the preparation of such materials and in support of such meetings and the filing of proxy and other materials; the fees and disbursements of the Company’s counsel, legal counsel to the Company, legal counsel to the Board Managers who are not “interested persons” (as that term is defined in the 1940 Act) of the Company or the Adviser (“Independent Managers”), independent public accountants for the Company and other consultants and

professionals engaged on behalf of the Company; accounting and auditing expenses; the management and services fees paid by the Company to the Adviser; the fees payable to various service providers including, but not limited to, the Company’s administrator, custodian and auditors pursuant to the Company’s agreements with those providers; the costs of a fidelity bond and any liability insurance obtained on behalf of the Company, the Board, its officers or the Adviser; all costs and expense of preparing, setting in type, printing and distributing reports and other communications to the Members of the Company; all expenses of computing the Company’s net asset value, including any equipment or services obtained for these purposes; all charges for equipment or services used in communicating information regarding the Company’s transactions among the Adviser and any custodian or other agent engaged by the Company; any extraordinary expenses it may incur, including any litigation expenses, subject to Board approval; and such other types of expenses as may be approved from time to time by the Board.

4.           Compensation.

(a)           Management Fee.  For the services and facilities to be provided by the Adviser as provided in Sections 2 and 3(a) hereof, the Company shall pay to the Adviser each month a fee (“Management Fee”) equal to one-twelfth of 0.85% of the aggregate net asset value of outstanding Interests, determined as of the last Business Day of that month (before any repurchases of Interests).  “Business Day” means a day on which banks are ordinarily open for normal banking business in New York and Bermuda or such other day or days as the Board may determine in its sole and absolute discretion.

(b)           Proration.  In the event this Agreement is terminated as of a date other than the last Business Day of any month, the Company shall pay the Adviser a pro rata portion of the amount that the Company would have been required to pay, if any, had this Agreement remained in effect for the full month.

5.           Company Transactions.  In connection with the management of the investment and reinvestment of the assets of the Company, the Adviser is authorized to select broker-dealers that will execute purchase and sale transactions for the Company and is directed to use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market and the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the terms and conditions, if any, with respect to the Company’s investment.

6.           Ownership of Records.  All records required to be maintained and preserved by the Company pursuant to the provisions of rules or regulations of the SEC under Section 31(a) of the 1940 Act and maintained and preserved by the Adviser on behalf of the Company are the property of the Company and shall be surrendered by the Adviser promptly upon request by the Company.

7.           Relations with the Company.  It is understood that the Managers, Members and agents of the Company are or may be interested in the Adviser (or any successor thereof) as managers, Members or otherwise, that managers, members or agents of the Adviser are or may be interested in the Company as managers, Members or otherwise, that the Adviser (or any such

successor) is or may be interested in the Company as a Member or otherwise and that the effect of any such interests shall be governed by the Company’s Limited Liability Company Agreement.

8.           Liability of the Adviser.  In the absence of (a) willful misfeasance, bad faith or gross negligence on the part of the Adviser in performance of its obligations and duties hereunder, (b) reckless disregard by the Adviser of its obligations and duties hereunder, or (c) a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for advisory services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), the Adviser shall not be subject to any liability whatsoever to the Company or to any Member for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including, without limitation, for any losses that may be sustained in connection with any investment, adoption of any investment policy, or the purchase, holding, retention or sale of any security on behalf of the Company.

9.           Indemnification.

(a)           To the fullest extent permitted by law, the Company shall, subject to Section 9(c) of this Agreement, indemnify the Adviser (including for this purpose each officer, director, member, principal, employee or agent of, or any person who controls, is controlled by or is under common control with, the Adviser, and their respective executors, heirs, assigns, successors or other legal representatives) (each such person being referred to as an “indemnitee”) against all losses, claims, damages, liabilities, costs and expenses arising by reason of being or having served in such capacity with respect to the Company, or the past or present performance of services to the Company in accordance with this Agreement by the indemnitee, except to the extent that the loss, claim, damage, liability, cost or expense has been finally determined in a judicial decision on the merits from which no further appeal may be taken in any action, suit, investigation or other proceeding to have been incurred or suffered by the indemnitee by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the obligations and duties involved in the conduct of the indemnitee’s office. These losses, claims, damages, liabilities, costs and expenses include, but are not limited to, amounts paid in satisfaction of judgments, in compromise, or as fines or penalties, and counsel fees and expenses, incurred in connection with the defense or disposition of any action, suit, investigation or other proceeding, whether civil or criminal, before any judicial, arbitral, administrative or legislative body, in which the indemnitee may be or may have been involved as a party or otherwise, or with which such indemnitee may be or may have been threatened, while in office or thereafter. The rights of indemnification provided under this Section 9 are not to be construed so as to provide for indemnification of an indemnitee for any liability (including liability under U.S. federal securities laws that, under certain circumstances, impose liability even on persons that act in good faith) to the extent (but only to the extent) that indemnification would be in violation of applicable law, but shall be construed so as to effectuate the applicable provisions of this Section 9.

(b)           Expenses, including counsel fees and expenses, incurred by any indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise, or as fines or penalties) may be paid from time to time by the Company in advance of the final disposition of any action,

suit, investigation or other proceeding upon receipt of an undertaking by or on behalf of the indemnitee to repay to the Company amounts paid if a determination is made that indemnification of the expenses is not authorized under Section 9(a) of this Agreement, so long as (i) the indemnitee provides security for the undertaking, (ii) the Company is insured by or on behalf of the indemnitee against losses arising by reason of the indemnitee’s failure to fulfill his, her or its undertaking, or (iii) a majority of the Independent Managers of the Company (excluding any Manager who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for advancement of expenses under this Agreement) or independent legal counsel in a written opinion determines based on a review of readily available facts (as opposed to a full trial-type inquiry) that reason exists to believe that the indemnitee ultimately shall be entitled to indemnification.

(c)           As to the disposition of any action, suit, investigation or other proceeding (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication or a decision on the merits by a court, or by any other body before which the proceeding has been brought, that an indemnitee is liable to the Company or its Members by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations and duties involved in the conduct of the indemnitee’s office, indemnification shall be provided in accordance with Section 9(a) of this Agreement if (i) the Company by a majority of the Independent Managers (excluding any Manager who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for indemnification under this Agreement) upon a determination based upon a review of readily available facts (as opposed to a full trial-type inquiry) determines that the indemnitee is not liable to the Company or its Members by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations and duties involved in the conduct of the indemnitee’s office, or (ii) the Managers secure a written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry) to the effect that indemnification would not protect the indemnitee against any liability to the Company or its Members to which the indemnitee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations and duties involved in the conduct of the indemnitee’s office.

(d)           Any indemnification or advancement of expenses made in accordance with this Section 9 shall not prevent the recovery from any indemnitee of any amount if the indemnitee subsequently is determined in a final judicial decision on the merits in any action, suit, investigation or proceeding involving the claim that gave rise to the indemnification or advancement of expenses to be liable to the Company or its Members by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations and duties involved in the conduct of the indemnitee’s office. In any suit brought by an indemnitee to enforce a right to indemnification under this Section 9, it shall be a defense that, and in any suit in the name of the Company to recover any indemnification or advancement of expenses made in accordance with this Section 9 the Company shall be entitled to recover the expenses upon a final adjudication from which no further right of appeal may be taken that, the indemnitee has not met the applicable standard of conduct described in this Section 9. In any suit brought to enforce a right to indemnification or to recover any indemnification or advancement of expenses made in accordance with this Section 9, the burden of proving that the indemnitee is not entitled

to be indemnified, or entitled to any indemnification or advancement of expenses, under this Section 9 shall be on the Company (or on any Member acting derivatively or otherwise on behalf of the Company or its Members).

(e)           An indemnitee may not satisfy any right of indemnification or advancement of expenses granted in this Section 9 or to which he, she or it may otherwise be entitled except out of the assets of the Company, and no Member shall be personally liable with respect to any such claim for indemnification or advancement of expenses.

(f)           The rights of indemnification provided in this Section 9 shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise under law. Nothing contained in this Section 9 shall affect the power of the Company to purchase and maintain liability insurance on behalf of the Adviser or any indemnitee.

10.           Duration and Termination of this Agreement.

(a)           Duration.  This Agreement shall be executed and become effective on the date of its execution (the Agreement having been approved by a majority of the outstanding voting interests (as the term is defined in the 1940 Act) of the Company. Unless terminated as herein provided, this Agreement shall remain in full force and effect throughAugust 31, 2012and shall continue in effect from year to year thereafter if such continuance is approved annually by the Board, or by vote of a majority of the outstanding voting securities of the Company, provided that in either event the continuance is also approved by a majority of the Company’s Independent Managers by vote cast in person at a meeting called for the purpose of voting on such approval.

Any approval of this Agreement by the holders of a majority of the outstanding voting securities of the Company shall be effective to continue this Agreement notwithstanding (1) that this Agreement has not been approved by the holders of a majority of the outstanding interests of the Company affected thereby, and (2) that this Agreement has not been approved by the vote of a majority of the outstanding Interests of the Company, unless such approval shall be required by any other applicable law or otherwise.

(b)           Termination.  This Agreement may be terminated at any time, without payment of any penalty, by vote of the Board or by vote of a majority of the outstanding voting securities of the Company (that is, the lesser of 50% of the outstanding voting securities or 67% or more of the voting securities present at the meeting, if the holders of more than 50% of the outstanding voting securities of the Master Fund are present or represented by proxy) or by the Adviser, on sixty (60) days’ written notice to the other party (which notice may be waived by such other party).

(c)           Automatic Termination.  This Agreement shall automatically terminate in the event of its “assignment” (as defined in the 1940 Act and rules thereunder) if consent to such assignment is not obtained in accordance with subsection (d).

(d)           Transfer or Assignment.  This Agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged without the affirmative vote or written consent of the holders of a majority of the outstanding voting securities of the Company.

11.           Services Not Exclusive.  The services of the Adviser to the Company hereunder are not to be deemed exclusive, and the Adviser shall be free to render similar services to others so long as its services hereunder are not impaired thereby.

12.           Use of Names.  The Adviser hereby grants to the Company a royalty-free, non-exclusive license to use the name “Wells Fargo Alternative Asset Management, LLC,” “WFAAM” or “Wells Fargo Family Office Master Fund” (or an abbreviation or derivation thereof) in the name of the Company.  Such license may, at such time as neither the Adviser nor an affiliate of the Adviser shall serve as an investment adviser to the Company, or upon termination of this Agreement, be terminated by the Adviser, in which event the Company shall promptly take whatever action may be necessary to change its name and discontinue any further use of the names “Wells Fargo Alternative Asset Management, LLC,” “WFAAM” and “Wells Fargo Family Office Master Fund” (and any abbreviation or derivation thereof) in the name of the Company or otherwise. The names “Wells Fargo Alternative Asset Management, LLC,” “WFAAM” or “Wells Fargo Family Office Master Fund” (and any abbreviation or derivation thereof) may be used or licensed by the Adviser in connection with any of its activities or licensed by the Adviser to any other party.

13.           Miscellaneous.

(a)           Amendment of Agreement.  No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. No material amendment of this Agreement shall be effective until approved in the manner required by the 1940 Act and rules thereunder or in accordance with exemptive or other relief granted by the SEC or its staff.

(b)           Severability.  If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(c)           Governing Law.  This Agreement shall be construed in accordance with the laws of the State of California, without giving effect to the conflicts of laws principles thereof, and in accordance with the 1940 Act. To the extent that the applicable laws of the State of California conflict with the applicable provisions of the 1940 Act, the latter shall control.

(d)           Counterparts.  This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e)           Headings.  The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

(f)           Entire Agreement.  This Agreement states the entire agreement of the parties hereto, and is intended to be the complete and exclusive statement of the terms hereof. It may not

be added to or changed orally, and may not be modified or rescinded except by a writing signed by the parties hereto and in accordance with the 1940 Act.

(g)           Notices.  Any notices, demands or other communications required or permitted by this Agreement shall be in writing and may be delivered in person to any party or may be sent by registered or certified mail, with postage prepaid return receipt requested, or delivered by Express Mail of the U.S. Postal Service or Federal Express or any other courier service providing overnight delivery, charges prepaid, to such party’s principal place of business or may be transmitted by facsimile or email : (1) to the Adviser at facsimile (415) 371-3052, email address: rauchldj@wellsfargo.com, or (2) to the Company at facsimile 415-371-3052, email address: wfaaminfo@wellsfargo.com.

Notices sent by registered or certified mail, postpaid, with return receipt requested, addressed as above provided, shall be deemed given three (3) Business Days after deposit of same in the United States mail.  Notices delivered by overnight service shall be deemed to have been given one (1) Business Day after delivery of the same, charges prepaid, to the U.S. Postal Service or private courier.  Notices sent by facsimile or email shall be deemed to have been given when sent.  Any notice or other document sent or delivered in any other manner shall be effective only if and when received.

(h)           Liability of the Board of Managers and Members.  Any obligations of the Company under this Agreement are not binding upon the Board, the Managers or the Company’s Members individually but are binding only upon the assets and property of the Company. The Adviser represents that it has notice of the provisions of the Limited Liability Company Agreement of the Company disclaiming Member and Manager liability for acts and obligations of the Company.

(i)           Form ADV; Company Membership Changes.  The Company acknowledges receiving Part II of the Adviser’s Form ADV.  The Adviser covenants that it will notify the Company of any changes in the membership of the Adviser within a reasonable time after such change.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

WELLS FARGO FAMILY OFFICE MASTER FUND, LLC
By:	/s/ Daniel Rauchle
Name:	Daniel Rauchle
Title:	Manager/President
WELLS FARGO ALTERNATIVE ASSET MANAGEMENT, LLC
By:	/s/ Daniel Rauchle
Name:	Daniel Rauchle
Title:	Manager/President

EX-99.2J CUST CONTR

APPENDIX A

This Appendix A, amended and restated as of January 3, 2011, is the Appendix A to that certain Custodian Services Agreement dated July 25, 2008 between PFPC Trust Company and each Fund listed below.

Name of Fund	Type of Fund	Form/Jurisdiction of Fund
WELLS FARGO MULTI-STRATEGY 100 MASTER FUND I, LLC	Closed-end, registered investment company under the 1940 Act (Master Fund)	Delaware liability company
WELLS FARGO MULTI-STRATEGY 100 FUND I, LLC	Closed-end, registered investment company under the 1940 Act (Feeder Fund)	Delaware liability company
WELLS FARGO MULTI-STRATEGY 100 TEI FUND I, LLC	Closed-end, registered investment company under the 1940 Act (TEI Feeder Fund)	Delaware liability company
WELLS FARGO MULTI-STRATEGY 100 TEI FUND I, LDC.	Unregistered fund (Pass-Through for TEI Feeder Fund)	Cayman Islands limited duration company
WELLS FARGO MULTI-STRATEGY 100 FUND A, LLC	Closed-end, registered investment company under the 1940 Act (Feeder Fund)	Delaware liability company
WELLS FARGO MULTI-STRATEGY 100 TEI FUND A, LLC	Closed-end, registered investment company under the 1940 Act (TEI Feeder Fund)	Delaware liability company
WELLS FARGO MULTI-STRATEGY 100 TEI FUND A, LDC	Unregistered fund (Pass-Through for TEI Feeder Fund)	Cayman Islands limited duration company
WELLS FARGO FAMILY OFFICE MASTER FUND, LLC
WELLS FARGO FAMILY OFFICE FUND I, LLC
WELLS FARGO FAMILY OFFICE FUND FW, LLC

Accepted:

PFPC TRUST COMPANY

 By: 

 Name:  

 Title: 

WELLS FARGO MULTI-STRATEGY 100 MASTER FUND I, LLC

 By: 

 Name:  

 Title: 

WELLS FARGO MULTI-STRATEGY 100 FUND I, LLC

 By: 

 Name:  

 Title: 

WELLS FARGO MULTI-STRATEGY 100 TEI FUND I, LLC

 By: 

 Name:  

 Title: 

WELLS FARGO MULTI-STRATEGY 100 TEI FUND I, LDC

 By: 

 Name:  

 Title: 

WELLS FARGO MULTI-STRATEGY 100 FUND A, LLC

 By: 

 Name:  

 Title: 

WELLS FARGO MULTI-STRATEGY 100 TEI FUND A, LLC

 By: 

 Name:  

 Title: 

WELLS FARGO MULTI-STRATEGY 100 TEI FUND A, LDC

 By: 

 Name:  

 Title: 

WELLS FARGO FAMILY OFFICE MASTER FUND, LLC

 By: 

 Name:  

 Title: 

WELLS FARGO FAMILY OFFICE FUND I, LLC

 By: 

 Name:  

 Title: 

WELLS FARGO FAMILY OFFICE FUND FW, LLC

 By: 

 Name:  

 Title: 

EX-99.2K OTH CONTRCT

ADMINISTRATION, ACCOUNTING AND INVESTOR SERVICES AGREEMENT

THIS AGREEMENT is made as of January 3, 2011 by and between each of the entities listed on Appendix A attached hereto, as such Appendix A may be amended from time to time as provided herein (each a “Fund” and collectively the “Funds”) and BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corporation (the “Administrator").  Capitalized terms not otherwise defined shall have the meanings set forth in Appendix B.

BACKGROUND

A. Each Fund is registered as a closed-end, non-diversified management investment company under the Investment Company Act of 1940, as amended (the "1940 Act").

B.  Each Fund wishes to retain the Administrator to provide administration, accounting and investor services provided for herein, and the Administrator wishes to furnish such services.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1.   Appointment.  Each Fund hereby appoints the Administrator to provide administration, accounting and investor services, in accordance with the terms set forth in this Agreement.  The Administrator accepts such appointment and agrees to furnish such services.  The Administrator shall be under no duty to take any action hereunder on behalf of a Fund except as specifically set forth herein or as may be specifically agreed to by the Administrator and such Fund in a written amendment hereto.  The Administrator shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a Fund or by any other third party service provider to such Fund.  Additional Funds may be added to this Agreement from time to time through the execution of an instrument of accession between such additional Fund and the Administrator whereby such additional Fund and the Administrator will agree to be bound by the terms of this Agreement (as it may be amended with respect to such Fund by such instrument of accession).  The addition of a Fund to this Agreement will not affect the rights or obligations of any other Fund pursuant to the terms of this Agreement.

2.Instructions.

(a)Unless otherwise provided in this Agreement, the Administrator shall act only upon Oral Instructions or Written Instructions.

(b)The Administrator shall be entitled to rely upon any Oral Instruction or Written Instruction it receives from an Authorized Person (or from a person reasonably believed by the Administrator to be an Authorized Person) pursuant to this Agreement.  The Administrator may

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assume that any Oral Instruction or Written Instruction received hereunder is not in any way inconsistent with the provisions of a Fund’s Organizational Documents or this Agreement or of any vote, resolution or proceeding of each Fund’s Governing Board, unless and until the Administrator receives Written Instructions to the contrary.

(c)Each Fund agrees to forward to the Administrator Written Instructions confirming Oral Instructions (except where such Oral Instructions are given by the Administrator or its affiliates) so that the Administrator receives the Written Instructions as promptly as practicable and in any event by the close of business on the day after such Oral Instructions are received.  The fact that such confirming Written Instructions are not received by the Administrator or differ from the Oral Instructions shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions or the Administrator’s ability to rely upon such Oral Instructions.

3.Right to Receive Advice.

(a)Advice of the Funds.  If the Administrator is in doubt as to any action it should or should not take, the Administrator may request directions or advice, including Oral Instructions or Written Instructions, from a Fund.

(b)Advice of Counsel.  If the Administrator shall be in doubt as to any question of law pertaining to any action it should or should not take, the Administrator may request advice from counsel of its own choosing (who may be counsel for a Fund, a Fund’s investment adviser or the Administrator, at the option of the Administrator).

(c)Conflicting Advice.  In the event of a conflict between directions or advice or Oral Instructions or Written Instructions the Administrator receives from a Fund, and the advice the Administrator receives from counsel, the Administrator may rely upon and follow the advice of  counsel.

(d)No Obligation to Seek Advice.  Nothing in this Section 3 shall be construed so as to impose an obligation upon the Administrator (i) to seek such directions or advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions or advice or Oral Instructions or Written Instructions.

4.Records; Visits.

(a)            The books and records pertaining to the Funds, which are in the possession or under the control of the Administrator, shall be the property of the Funds. The Funds and Authorized Persons shall have access to such books and records at all times during the Administrator’s normal business hours.  Upon the reasonable request of a Fund, copies of any such books and records shall be provided by the Administrator to the Fund or to an Authorized Person, at the Fund’s expense.  Any such books and records may be maintained in the form of electronic media and stored on any magnetic disk or tape or similar recording method.

(b) The Administrator shall keep the following records:

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(i) all books and records with respect to a Fund’s books of account; and

(ii) records of a Fund’s securities transactions.

The Administrator may house these records in a third party storage facility.

5.Confidential Information.

(a)	Each party shall keep confidential any information relating to the other party's business ("Confidential Information").  Confidential Information shall include:
	(i)	any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Funds or the Administrator, their respective subsidiaries and affiliated companies;
	(ii)	any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Funds or the Administrator a competitive advantage over its competitors;
	(iii)	all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and
	(iv)	anything designated as confidential.
(b)	Notwithstanding the foregoing, information shall not be Confidential Information and shall not be subject to such confidentiality obligations if it:
	(i)	is already known to the receiving party at the time it is obtained;
	(ii)	is or becomes publicly known or available through no wrongful act of the receiving party;
	(iii)	is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality;
	(iv)	is released by the protected party to a third party without restriction;
	(v)	is requested or required to be disclosed by the receiving party pursuant to a

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 court order, subpoena, governmental or regulatory agency request or law;

	(vi)	is relevant to the defense of any claim or cause of action asserted against the receiving party;
	(vii)	is Fund information provided by the Administrator in connection with an independent third party compliance or other review;
	(viii)	is necessary or desirable for the Administrator to release such information in connection with the provision of services under this Agreement; or
	(ix)	has been or is independently developed or obtained by the receiving party.
(c)	The provisions of this Section 5 shall survive termination of this Agreement for a period of three (3) years after such termination.

6.Liaison with Accountants.  The Administrator shall act as liaison with each Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules with respect to the Funds.  The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Funds.

7.BNY Mellon System.  The Administrator shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights utilized by the Administrator in connection with the services provided by the Administrator to the Funds.

8.Disaster Recovery.  The Administrator shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available.  In the event of equipment failures, the Administrator shall, at no additional expense to a Fund, take reasonable steps to minimize service interruptions.  The Administrator shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by the Administrator’s own breach of its Standard of Care (defined in Section 10 below) in performing its duties or obligations under this Agreement.

9.Compensation.

(a)            As compensation for services set forth herein that are rendered by the Administrator during the term of this Agreement, the Funds will pay to the Administrator a fee or fees as may be agreed to in writing by the Funds and the Administrator.

(b)            The undersigned hereby represents and warrants to the Administrator that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any

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benefits accruing to the Administrator or to the adviser or sponsor to a Fund in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments  made or to be made by the Administrator to such adviser or sponsor or any affiliate of a Fund relating to this Agreement have been fully disclosed to the Governing Board of the Funds and that, if required by applicable law, such Governing Board has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits.

(c)            Notwithstanding the limitation of liability provisions of this Agreement or the termination of this Agreement, each Fund shall remain responsible for paying to the Administrator the fees set forth in the applicable fee letter.

10.Standard of Care/Limitations of Liability.

(a)            Subject to the terms of this Section 10, the Administrator shall be liable to the Funds (or any person or entity claiming through the Funds) for damages only to the extent caused by the Administrator’s own intentional misconduct, bad faith, negligence or reckless disregard of its duties under this Agreement ("Standard of Care").

(b)            Notwithstanding anything in this Agreement (whether contained anywhere in Sections 12-14 or otherwise) to the contrary, each Fund hereby acknowledges and agrees that (i) the Administrator, in the course of providing tax-related services or calculating and reporting portfolio performance hereunder, may rely upon the Administrator’s interpretation of tax positions or its interpretation of relevant circumstances (as determined by the Administrator) in providing such tax services and in determining methods of calculating portfolio performance to be used, and that (ii) the Administrator shall not be liable for losses or damages of any kind associated with such reliance except to the extent such loss or damage is substantially due to the Administrator’s breach of its Standard of Care hereunder.

(c)            Notwithstanding anything in this Agreement to the contrary, without limiting anything in the immediately preceding sentence, each Fund hereby acknowledges and agrees that the Administrator shall not be liable for any losses or damages of any kind associated with any tax filings with which the Administrator has assisted in any way except to the extent such loss or damage is substantially due to the Administrator’s the Administrator’s breach of its Standard of Care hereunder; provided, however, that the Administrator shall not be found to have been grossly negligent for losses or damages associated with areas of responsibility that the judiciary, regulators (or other governmental officials) or members of the hedge fund industry determine would otherwise apply to the Administrator (or similar service providers) and which, as of the date hereof, have yet to be identified by such parties as areas for which the Administrator (or any similar service provider) is (or would be) responsible.

(d)            Each Fund acknowledges that it may be considered a U.S. withholding agent and/or may required to file information or other tax returns under the U.S. Internal Revenue Code and related regulations ("IRC and Regulations").  Each Fund agrees that it or its designated agents are, and will continue to be, in compliance with all withholding and reporting required by the IRC and Regulations.  Therefore, unless otherwise specified in a written agreement, neither

5

the Administrator nor any BNYM Affiliates shall be responsible for withholding or depositing taxes, nor will it/they be responsible for any related tax filings or information reporting, including but not limited to Forms 1099, 945, 1042S, 1042, 1065, 1065 K-1, 8804, 8805, 1120 or 1120F.

(e)             The Administrator's liability to the Funds and any person or entity claiming through the Funds for any loss, claim, suit, controversy, breach or damage of any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory ("Loss") due to the negligence of the Administrator or a material breach of this Agreement by the Administrator (but not gross negligence, intentional misconduct, bad faith or reckless disregard of its duties under this Agreement by the Administrator) shall not exceed the fees received by the Administrator for services provided hereunder during the twenty-four (24) months immediately prior to the date of such Loss; provided that the Administrator’s cumulative maximum liability for all Losses due to the negligence or a material breach of this Agreement by the Administrator (but not gross negligence, intentional misconduct, bad faith or reckless disregard under this Agreement by the Administrator) shall not exceed $250,000.

(f)             The Administrator shall not be liable for damages (including without limitation damages caused by delays, failure, errors, interruption or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; national emergencies; public enemy; war; terrorism; riot; fire; flood; catastrophe; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; non-performance by a third party; failure of the mails; or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above.

(g)            The Administrator shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information which the Administrator reasonably believes to be genuine.  The Administrator shall not be liable for any damages that are caused by actions or omissions taken by the Administrator in accordance with Oral Instructions or Written Instructions or advice of counsel.  The Administrator shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Funds or for any failure to discover any such error or omission.

(h)            Neither the Administrator nor its affiliates shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Administrator or its affiliates.

(i)             No party may assert a cause of action against the Administrator or any of its affiliates that allegedly occurred more than twelve (12) months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action.

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(j)             Each party shall have a duty to mitigate damages for which the other party may become responsible.

(k)            This Section 10 shall survive termination of this Agreement.

11.           Indemnification.  Absent the Administrator’s failure to meet its Standard of Care (defined in Section 10 above), each Fund agrees severally and not jointly to indemnify, defend and hold harmless the Administrator and its affiliates and their respective directors, trustees, officers, agents and employees from all claims, suits, actions, damages, losses, liabilities, obligations, costs and reasonable expenses (including reasonable attorneys’ fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolution) arising directly or indirectly from: (a) any action or omission to act by any prior service provider of a Fund; and (b) any action taken or omitted to be taken by the Administrator in connection with the provision of services to a Fund; or (c) any taxes, penalties or interest imposed upon the Administrator with respect to the withholding, depositing and/or reporting obligations under the IRC and regulations as specified in Section 10(d) above.  This Section 11 shall survive termination of this Agreement.

12.           Description of Accounting Services on a Continuous Basis.  The Administrator will perform the following accounting services if required or as applicable with respect to the Funds:

(i)   Journalize investment, capital and income and expense activities;

(ii)   Verify investment buy/sell trade tickets when received from the investment adviser for a Fund (the "Adviser");

(iii)   Maintain individual ledgers for investment securities;

(iv)   Maintain historical tax lots for each security;

(v)   Record and reconcile corporate action activity and all other capital changes;

(vi)   Reconcile cash and investment balances with a Fund’s custodian(s), and provide the Adviser with the beginning cash balance available for investment purposes.

(vii)   Calculate contractual expenses, including management fees and incentive allocation, as applicable, in accordance with a Fund’s offering memorandum or Registration Statement, as applicable and Organizational Documents;

(viii)   Assist in the preparation of a Fund’s annual and semi-annual financial statements, and such other financial statements as the Fund may reasonably request;

(ix)   Monitor the expense accruals and notify an officer of a Fund of any proposed adjustments;

(x)   Calculate capital gains and losses;

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(xi)   Determine net income;

(xii)   Determine applicable foreign exchange gains and losses on payables and receivables;

(xiii)   In respect of any Fund investments in private investment funds, obtain monthly prices from each underlying fund’s administrator or portfolio manager and, if unable to obtain such valuations, notify the Fund or its designee(s).  To the extent the Fund invests in securities or assets other than private investment funds, obtain daily security market quotes and currency exchange rates from independent pricing sources approved by the Adviser, or if such quotes or rates are unavailable, then obtain the same from the Adviser, and in either case calculate the market value of the Fund's investments in accordance with the Fund's valuation policies or guidelines; provided, however, that the Administrator shall not under any circumstances be under a duty to independently price or value any of the Fund's investments itself or to confirm or validate any information or valuation provided by the Adviser or any other pricing source, nor shall the Administrator have any liability relating to inaccuracies or otherwise with respect to such information or valuations;

(xiv)   Transmit or make available a copy of the portfolio valuation to the Adviser as agreed upon between the Administrator and the Funds;

(xv)   Arrange for the computation of the net asset value ("NAV") in accordance with the provisions of the Fund’s LLC Agreement and Registration Statement;

(xvi)   Allocate income, expenses, gains and losses to individual Shareholders’ capital accounts in accordance with the Organizational Documents; and

(xvii)   Calculate the incentive allocation, if applicable, in accordance with the Organizational Documents and reallocate corresponding amounts from the applicable Shareholders’ accounts to the special advisory account.

13.           Description of Administration Services on a Continuous Basis.  The Administrator will perform the following administration services if required or as applicable with respect to the Funds:

(i)   Supply various normal and customary Fund statistical data as requested on an ongoing basis

(ii)   Assist in the preparation and coordinate the printing of the Fund’s Annual and Semi-Annual Shareholder Reports; coordinate the filing of same with the SEC on Form N-SAR via EDGAR;

(iii)   Assist in the preparation and coordinate the filing of the Form N-Q with the SEC

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 via EDGAR;

(iv)   Coordinate with the Fund’s counsel the preparation of and coordinate the filing of: annual Post-Effective Amendments to the Fund’s Registration Statement (if needed); Form N-CSR and Form N-PX (provided that the Fund’s voting records are delivered to the Administrator in the format required by the Administrator and the Administrator is not responsible for maintaining the Fund’s voting records);

(v)   Administratively assist in obtaining the fidelity bond and directors’ and officers’/errors and omissions insurance policies for the Fund in accordance with the requirements of Rule 17g-1 and 17d-1(d)(7) under the 1940 Act as such bond and policies are approved by the Fund’s Governing Board;

(vi)   Draft agendas (with final selection of agenda items being made by Fund counsel) and resolutions for quarterly board meetings;

(vii)   Assemble and mail board materials for quarterly board meetings;

(viii)   Attend quarterly board meetings and draft minutes thereof;

(ix)   Maintain the Fund’s corporate calendar listing various SEC filing and board approval deadlines;

(x)   Administratively assist the Fund in providing Fund documents in the possession of the Administrator for SEC examinations;

(xi)   If the chief executive officer or chief financial officer of the Fund is required to provide a certification as part of the Fund’s Form N-CSR or Form N-Q filing pursuant to regulations promulgated by the SEC under Section 302 of the Sarbanes-Oxley Act of 2002, the Administrator will provide (to such person or entity as agreed between the Fund and the Administrator) a sub-certification in support of certain matters set forth in the aforementioned certification, such sub-certification to be in such form and relating to such matters as agreed between the Fund and the Administrator from time to time, the Administrator shall be required to provide the sub-certification only during the terms of this Agreement and only if it receives such cooperation as it may request to perform its investigations with respect to the sub-certification.  For clarity, the sub-certification is not itself a certification under the Sarbanes-Oxley Act of 2002 or under any other regulatory requirement;

(xii)   Provide compliance policies and procedures related to certain services provided by the Administrator and, if mutually agreed, certain the Administrator affiliates, summary procedures thereof and an annual certification letter; and

(xiii)   Perform such additional administrative duties relating to the administration of the Fund upon such terms and conditions and for such fees as may subsequently be

9

 agreed upon in writing between the Fund and the Administrator.

(xiv)   Assist Fund's counsel and Fund management with the preparation of Schedule TO and amendments thereto and coordinate the filing thereof with the Fund's financial printer.

All regulatory services are subject to the review and approval of Fund counsel.

14.           Description of Investor Services on a Continuous Basis.  The Administrator will perform the following services if required with respect to the Funds:

(i) Maintain the register of Shareholders of the Funds and enter on such register all issues, transfers and repurchases of Shares in the Funds; and

(ii)   In coordination with a Fund’s accounting agent, arrange for the calculation of the issue and repurchase prices of Shares in the Funds in accordance with the LLC Agreement.

15.           Description of Tax Services.The Administrator will perform the following tax services if required with respect to the Funds:

(i)   Prepare federal Form 1065, including Schedules K-1 for a Fund’s Shareholders (“K-1s”) and sign and acknowledge as a paid preparer;

(ii)   Prepare each state and local income tax return that is required to be filed by the Funds as a paid preparer;

(iii)   Prepare Forms 1042 and 1042-S to report U.S. dividend income and withholding tax to non-U.S. partners as a paid preparer;

(iv)   Mail or otherwise deliver to a Fund’s Shareholders in a timely manner the K-1s referenced in sub-section 15(i) above; and

(v)   Mail or otherwise deliver to the Funds or its designee in a timely manner the documents referenced in sub-section 15(i) through (iii) above.

16.           Duration and Termination.

(a)This Agreement shall be effective on the date first written above and shall continue until July 29, 2011 (the “"Initial Term"”).

(b)Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive terms of one (1) year ("Renewal Terms") each, unless a Fund or the Administrator provides written notice to the other of its intent not to renew.  Such notice must be received not less than ninety (90) days prior to the expiration of the Initial Term or the then current Renewal Term.  Unless otherwise indicated in the aforementioned termiatnional notice, if this Agreement

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is terminated with respect to a particular Fund(s), this Agreement shall remain in full force and effect with respect to the remaining Fund(s).

(c)In the event of termination, all expenses associated with movement of records and materials and conversion thereof to a successor service provider (or each successive service provider, if there are more than one), and all trailing expenses incurred by the Administrator, will be borne by such Fund and paid to the Administrator prior to any such conversion.

(d)If a party hereto is guilty of a material failure to perform its duties and obligations hereunder (a "Defaulting Party") the other party (the "Non-Defaulting Party") may give written notice thereof to the Defaulting Party, and if such material failure shall not have been remedied within thirty (30) days after such written notice is given of such material failure, then the Non-Defaulting Party may terminate this Agreement by giving thirty (30) days written notice of such termination to the Defaulting Party.  In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party.

(e)Notwithstanding anything contained in this Agreement to the contrary (other than as contained in Section 16(f) below), if in connection with a Change in Control (for purposes of this Section 16(e) “Change of Control” is defined to mean a merger, consolidation, adoption, acquisition, change in control, re-structuring, or re-organization of or any other similar occurrence involving a Fund or any affiliate of a Fund) a Fund gives notice to the Administrator terminating it as the provider of any of the services hereunder or if such Fund otherwise terminates this Agreement before the expiration of the then-current Initial or Renewal Term ("Early Termination"): (i) the Administrator shall, if requested by the Fund, make a good faith effort to facilitate a conversion to the Fund’s successor service provider, provided that the Administrator does not guarantee that it will be able to effect a conversion on the date(s) requested by such Fund and before the effective date of the Early Termination, the Fund shall pay to the Administrator an amount equal to all fees and other amounts ("Early Termination Fee") calculated to be the lesser of the fees payable if the Administrator were to provide all services hereunder until the expiration of the then-current Initial or Renewal Term or the fees payable for six months of services.  The Early Termination Fee shall be calculated using the average of the monthly fees and other amounts due to the Administrator under this Agreement during the last three calendar months before the date of the notice of Early Termination (or if not given the date it should have been given).  Each Fund expressly acknowledges and agrees that the Early Termination Fee is not a penalty but reasonable compensation to the Administrator for the termination of services before the expiration of the then-current Initial or Renewal Term.  If a Fund gives notice of Early Termination after expiration of the specified notice period to terminate this Agreement in the ordinary course at the end of the then-current Initial or Renewal Term, the references above to “expiration of the then-current Initial or Renewal Term” shall be deemed to mean “expiration of the Renewal Term immediately following the then-current Initial or Renewal Term.”  If any of a Fund’s assets serviced by the Administrator under this Agreement are removed from the coverage of this Agreement ("Removed Assets") and are subsequently serviced by another service provider (including the Fund or any affiliate of the Fund): (i) the Fund will be deemed to have caused an Early Termination with respect to such Removed Assets as of the day immediately preceding the first such removal of assets and (ii) at, the

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Administrator’s option, either (1) the Fund will also be deemed to have caused an Early Termination with respect to all non-Removed Assets as of a date selected by the Administrator or (2) this Agreement will remain in full force and effect with respect to all non-Removed Assets.

(f)In the event that this Agreement is terminated in accordance with the provisions of Section 16(d) above, Section 16(e) above shall be treated as if it was not a part of this Agreement (provided that the removal of assets as referenced in the preamble to the last sentence of such Section 16(e) shall not be permitted prior to the termination date of this Agreement).

17.          Change of Control. Notwithstanding any other provision of this Agreement, in the event of an agreement to enter into a transaction that would result in a Change of Control of the Adviser or the Fund’s sponsor, the Fund’s ability to terminate the Agreement pursuant to Section 16 will be suspended from the time of such agreement until two years after the Change of Control.

18.          Notices.  All notices and other communications, including Written Instructions but excluding Oral Instructions, shall be in writing or by confirming telegram, cable, telex or facsimile sending device.  If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately.  If notice is sent by first class mail, it shall be deemed to have been given seven (7) days after it has been mailed.  If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered.  Notices shall be addressed (a) if to the Administrator, at 301 Bellevue Parkway, Wilmington, DE  19809, attn: President (or such address as the Administrator may inform the Fund in writing); (b) if to the Fund(s), at 550 California Street, MAC A0112-063, San Francisco, CA 94104, attn: Dede Dunegan (or such address as the Funds may inform the Administrator in writing); or (c) if to neither of the foregoing, at such other address as shall have been provided by like notice to the sender of any such notice or other communication by the other party.

19.          Amendments.  This Agreement, or any term thereof, may be changed or waived only by written amendment, signed by the party against whom enforcement of such change or waiver is sought.

20.          Delegation; Assignment.  The Administrator may assign its rights and delegate its duties hereunder to any affiliate of the Administrator provided that the Administrator gives the Funds thirty (30) days’ prior written notice of such assignment or delegation.

21.          Facsimile Signatures; Counterparts.  This Agreement may be executed in one more counterparts; such execution of counterparts may occur by manual signature, facsimile signature, manual signature transmitted by means of facsimile transmission or manual signature contained in an imaged document attached to an email transmission; and each such counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument.  The exchange of executed copies of this Agreement or of executed signature pages to this Agreement by facsimile transmission or as an imaged document attached to an email transmission shall constitute effective execution and delivery hereof and may be used for all purposes in lieu of a manually executed copy of this Agreement.

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22.          Further Actions.  Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

23.          Miscellaneous.

(a)Entire Agreement.  This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated duties.

(b)Non-Solicitation.  During the term of this Agreement and for one year thereafter, a Fund shall not (with the exceptions noted in the immediately succeeding sentence) knowingly solicit or recruit for employment or hire any of the Administrator’s employees, and a Fund shall cause such Fund’s sponsor and such Fund’s affiliates to not (with the exceptions noted in the immediately succeeding sentence) knowingly solicit or recruit for employment or hire any of the Administrator’s employees.  To “knowingly” solicit, recruit or hire within the meaning of this provision does not include, and therefore does not prohibit, solicitation, recruitment or hiring of a the Administrator employee by a Fund, a Fund’s sponsor or an affiliate of a Fund if the the Administrator employee was identified by such entity solely as a result of the the Administrator employee’s response to a general advertisement by such entity in a publication of trade or industry interest or other similar general solicitation by such entity.

(c)No Changes that Materially Affect Obligations.  Notwithstanding anything in this Agreement to the contrary, each Fund agrees not to make any modifications to its Registration Statement or Organizational Documenets or adopt any policies which would affect materially the obligations or responsibilities of the Administrator hereunder without the prior written approval of the Administrator, which approval shall not be unreasonably withheld, conditioned or delayed.  The scope of services to be provided by the Administrator under this Agreement shall not be increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the Funds, unless the parties hereto expressly agree in writing to any such increase.

(d)Not Legal Advice. Notwithstanding anything in this Agreement to the contrary, the services of the Administrator are not, nor shall they be, construed as constituting legal advice or the provision of legal services for or on behalf of a Fund or any other person.  Neither this Agreement nor the provision of services under this Agreement shall establish, or are intended to establish, an attorney-client relationship between the Funds and the Administrator.

(e)Captions.  The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

(f)Information. Each Fund will provide such information and documentation as the

13

Administrator may reasonably request in connection with services provided by the Administrator to the Fund, including without limitation copies of its Organizational Documents and Registration Statement and any supplements, updates or amendments thereto.

(g)Governing Law.  This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law without regard to principles of conflict of law.

(h)Partial Invalidity.  If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

(i)Parties in Interest.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as may be explicitly stated in this Agreement, (i) this Agreement is not for the benefit of any other person or entity and (ii) there shall be no third party beneficiaries hereof.

(j)No Representations or Warranties.  Except as expressly provided in this Agreement, the Administrator hereby disclaims all representations and warranties, express or implied, made to a Fund or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement.  The Administrator disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

(k)            Nature of Fund Obligations.  The obligations of each Fund to the Administrator hereunder shall be several and not joint.  No Fund shall have the authority to act for or bind or waive the rights of any other Fund.  Each Fund that is a signatory hereto agrees to the inclusion as a party hereto of another Fund that is consented to by Administrator, and that executes an instrument of accession as set forth in Section 1 of this Agreement.

(l)             Separate Agreements.  This Agreement shall be interpreted to carry out the intent of the parties hereto that the Administrator is entering into a separate arrangement with each separate Fund.

(m)           Customer Identification Program Notice.  To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003.  Certain of the Administrator’s affiliates are financial institutions, and the Administrator may, as a matter of policy, request (or may have already requested) each Fund’s name, address and taxpayer identification number or other government-issued identification number, and, if such party is a natural person, that party’s date of birth. the Administrator may also ask (and may have already asked) for additional identifying information, and the Administrator may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements.

[Signature Page Follows]

14

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

BNY MELLON INVESTMENT SERVICING (US) INC.

By:  ______________________

Name: ____________________

Title: _____________________

WELLS FARGO FAMILY OFFICE MASTER FUND, LLC

By:    ______________________

Name: _____________________

Title:  _____________________

WELLS FARGO FAMILY OFFICE FUND I, LLC

By:    ______________________

Name: _____________________

Title:  ______________________

WELLS FARGO FAMILY OFFICE FUND FW, LLC

By:    ______________________

Name: _____________________

Title:  ______________________

15

APPENDIX A

Master Funds

WELLS FARGO FAMILY OFFICE MASTER FUND, LLC

Feeder Funds

WELLS FARGO FAMILY OFFICE FUND I, LLC

WELLS FARGO FAMILY OFFICE FUND FW, LLC

16

APPENDIX B

Definitions

As used in this Agreement:

(a)   "1933 Act" means the Securities Act of 1933, as amended.

(b)   "1934 Act" means the Securities Exchange Act of 1934, as amended.

(c) "Authorized Person" means any officer of a Fund and any other person duly authorized by such Fund to give Oral Instructions and Written Instructions on behalf of the Fund.  An Authorized Person’s scope of authority may be limited by setting forth such limitation in a written document signed by both parties hereto.

(d) “BNYM Affiliate” shall mean any office, branch, or subsidiary of The Bank of New York Mellon Corporation.

(e) "Change of Control" means a change in ownership or control (not including transactions between wholly-owned direct or indirect subsidiaries of a common parent) of 25% or more of the beneficial ownership of the shares of common stock or shares of beneficial interest of an entity or its parent(s).

(f) "Governing Board" shall mean a Fund’s Board of Managers or, as duly authorized, a competent committee thereof.

(g) "Oral Instructions" mean oral instructions received by the Administrator from an Authorized Person or from a person reasonably believed by the Administrator to be an Authorized Person. the Administrator may, in its sole discretion in each separate instance, consider and rely upon instructions it receives from an Authorized Person via electronic mail as Oral Instructions.

(h) "Organizational Documents" means a Fund’s charter or articles of incorporation, Limited Liability Company Agreement ("LLC Agreement"), bylaws and other documents constituting such Fund.

(i) "Registration Statement" means a Fund’s most recently effective Registration Statement on Form N-2 as filed with the SEC.

(j) "SEC" means the Securities and Exchange Commission.

(k)   "Securities Laws" means the 1933 Act, the 1934 Act and the 1940 Act.

(l)   “Shareholder” means a record owner of Shares of a Fund.

17

(m)   “Shares” refer collectively to the units of limited liability company interest or class thereof of a Fund as may be issued from time to time.

(n)   "Written Instructions" means (i) written instructions signed by an Authorized Person (or a person reasonably believed by the Administrator to be an Authorized Person) and received by the Administrator or (ii) trade instructions transmitted (and received by the Administrator) by means of an electronic transaction reporting system, access to which requires use of a password or other authorized identifier.  The instructions may be delivered electronically (with respect to sub-item (ii) above) or by hand, mail, tested telegram, cable, telex or facsimile sending device.

18

EX-99.2R CODE ETH

WELLS FARGO ALTERNATIVE ASSET MANAGEMENT, LLC

Code of Ethics

Policy on Personal Securities Transactions

And

Insider Trading

I.      INTRODUCTION

The directors, officers, members and employees of Wells Fargo Alternative Asset Management, LLC (“WFAAM”) owe a duty of loyalty to WFAAM and its clients.  WFAAM and its personnel have a fiduciary obligation not to make, participate in, or engage in any act, practice or course of conduct that would, in any way, conflict with the interests of its clients, or breach any applicable federal or state securities laws.  In addition, WFAAM and its personnel have a fiduciary obligation to WFAAM’s clients to protect the confidentiality of all proprietary, sensitive or other confidential information communicated to WFAAM.

This obligation encompasses:

a)	the duty at all times to place the interests of clients first;
b)	the duty to act at all times in the spirit of openness, integrity, honesty and trust; and
c)	the duty to ensure that all personal securities transactions be conducted in a manner consistent with the standards below.

Code of Ethics

As a registered investment adviser, WFAAM is required to maintain a policy governing personal securities transactions and insider trading by its officers and employees.  This Code of Ethics and Policy on Personal Securities Transactions and Insider Trading (the “Code”) has been adopted under Section 204A of the Investment Advisers Act of 1940, as amended (“the Advisers Act”), and Rule 204A-1 thereunder, in order to establish and enforce WFAAM’s policies and procedures governing personal securities transactions of its officers and employees.  WFAAM believes that the Code is reasonably designed to prevent the misuse of material, non-public information, and it outlines the policies and procedures for the activities referred to above.

Section 17(j) of the Investment Company Act of 1940, as amended (the “Company Act”), and Rule 17j-1 thereunder, require that every investment adviser to a registered investment company adopt a written code of ethics.  Because WFAAM is the investment adviser to the Wells Fargo Multi-Strategy 100 Master Fund I, LLC, the Wells Fargo Multi-Strategy 100 Fund I, LLC, the Wells Fargo Multi-Strategy 100 TEI Fund I, LLC, the Wells Fargo Multi-Strategy 100 Fund A, LLC, the Wells Fargo Multi-Strategy 100 TEI Fund A, LLC, the Wells Fargo Family Office Master Fund, LLC, the Wells Fargo Family Office Fund I, LLC and the Wells

WFAAM—INTERNAL USE ONLY

Fargo Family Office Fund FW, LLC, each a registered investment company (the “Registered Funds”), WFAAM has incorporated the requirements of Rule 17j-1 in this Code.  The Registered Funds have adopted their own code of ethics pursuant to Rule 17j-1 and a copy is attached as Exhibit J/A.  As a result, WFAAM is required to provide a report to the Registered Funds’ Boards of Managers, at least annually, certifying that it has procedures in place designed to prevent access persons from violating the Code and describing issues arising under the Code, if any, and the sanction/response imposed.

In addition, this Code is intended to be followed in conjunction with the policies outlined in the Code of Ethics for Personal Trading by Fiduciary Personnel that is applicable to all employees of Wealth Management (“WM”) Investment Management and Trust division (“IM&T”) of Wells Fargo.  In addition, please refer to the policies outlined in the Handbook for Wells Fargo Team Members and the Wells Fargo Code of Conduct and Business Ethics applicable to all Wells Fargo employees.   Acknowledgement of, and compliance with, this Code are conditions of employment.

All references in this Code to employees, officers, directors, accounts, departments and clients refer to those of WFAAM.  WFAAM personnel must avoid actions or activities that allow (or appear to allow) them or their family members to profit or benefit from their relationships with WFAAM clients.  WFAAM personnel are also reminded not to use indirect means (i.e., cause or use another person) to do anything that is prohibited by law or the policies of WFAAM.

II.    DEFINITIONS

“Access Person” means each employee, officer or director of WFAAM that has access to nonpublic information regarding any client’s, specifically including the Funds’, purchase or sale of securities, is involved in making securities recommendations to clients or has access to such recommendations that are non-public.  For purposes of this Code, all WFAAM personnel are considered to be “Access Persons” and are subject to the policies and procedures set out in this Code. A list of Access Persons is attached as Exhibit A and will be updated at least annually, and periodically, as needed.

“Advisory Person” means each Access Person who, as part of his or her normal duties act as Investment Managers, Associates and Assistants that make, participate in, or obtain information related to recommendations regarding the purchase or sale of Covered Securities, as defined herein, within any WFAAM Fund and/or WM IM&T managed accounts are also considered to be Advisory Persons.  An Advisory Person shall adhere to the applicable sections of this policy, including the pre-clearance requirements noted in the policies and procedures set out below.   In addition, those Access Persons directly involved in the support, oversight and supervision of the Investment Management function are considered Advisory Persons, e.g. certain personnel within Compliance, Operations, and/or Family Wealth Group, etc.  Advisory Persons are identified in the list of Access Persons, attached as Exhibit A, and will be updated at least annually, and periodically, as needed.

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“Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.  An Automatic Investment Plan includes a dividend reinvestment plan.

 “Beneficial Ownership” means ownership where a team member, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities.  Direct pecuniary interest in any class of securities includes the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in securities.  For example, a team member may be deemed to be a beneficial owner of securities held by members of a team member’s immediate family sharing the same household, or by certain partnerships, client accounts, corporations or other arrangements.

“Control” shall have the same meaning as that set forth in Section 2(a)(9) of the Company Act.

“Control Security” means a security as defined in Section 202(a)(18) of the Advisers Act and Section 2 (a)(36) of the Company Act*, except that it does not include:

o Direct obligations of the Government of the United States;

o Money market instruments including bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

o Shares of unaffiliated open-end investment companies registered under the Company Act (non-proprietary mutual funds); and

o Shares of open-end exchange trades funds (ETFs).

 “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended (the “1933 Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

“Limited Offering” means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the 1933 Act.

____________________

 

*Security as defined in Section 202 (a) (18) of the Investment Advisers Act and Section 2(a)(36) of the Investment Company Act means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing.

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WFAAM—INTERNAL USE ONLY

“Purchase or Sale of a Covered Security” means the purchase or sale of a Covered Security, and includes, among other things, the writing of an option to purchase or sell a Covered Security.

“Registered Fund” means Wells Fargo Multi-Strategy 100 Fund I, LLC, Wells Fargo Multi-Strategy 100 TEI Fund I, LLC, Wells Fargo Multi-Strategy 100 Fund A, LLC, Wells Fargo Multi-Strategy 100 TEI Fund A, LLC, Wells Fargo Multi-Strategy 100 Master Fund I, LLC, Wells Fargo Family Office Fund I, LLC, Wells Fargo Family Office Fund FW, LLC or Wells Fargo Family Office Master Fund, LLC.

    PROCEDURES

Applicability

All of the following restrictions and procedures apply to accounts of which Access Persons have control and are considered to have beneficial ownership, which includes:

a) Accounts over which WFAAM personnel have any control, influence, authority, or beneficial interest, whether direct or indirect (including and transaction for which a WFAAM employee is the sole owner, joint owner, trustee, co-trustee, attorney-in-fact, etc.);

b) Accounts where WFAAM personnel direct activities for others, including relatives, friends, etc.

Certification and Acknowledgement

WFAAM Access Persons are required to certify that they have received a copy of WFAAM’s Code of Ethics and acknowledge that they have read, understand and will comply with this Code and related policies.  The Certification and Acknowledgement Form is attached as Exhibit B and must be completed no later than 10 days after becoming an Access Person and on an annual basis, thereafter.

Initial and Annual Holdings Reports

WFAAM Access Persons are required to disclose all personal securities holdings and all brokerage and trading accounts to WM Compliance no later than 10 days after becoming an Access Person.  The information must be current as of a date no more than 45 days prior to the date the person became an access person.  The Initial Holdings Report is attached as Exhibit C.

Access Persons are required to submit a report of holdings annually by January 30 of each year and provide information as of a date not earlier than December 31 of the preceding year.  The fourth quarter acknowledgment and certification submitted via iTrade pursuant to the requirements of the IM&T Code of Ethics will be accepted in lieu of this report.

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Quarterly Transaction Reporting and Account Certification

Quarterly Transaction Reports that list personal securities transactions executed for the quarter must be certified by Access Persons to WM Compliance no later than 30 business days after the end of each calendar quarter.  In addition, WFAAM Access Persons are required to certify to WM Compliance all brokerage accounts in which they have Beneficial Ownership.  Access Persons should submit information on any new or closed brokerage accounts to WM Compliance each quarter.

Quarterly transaction reporting and account certification are completed electronically via iTrade, which is browser-based software that allows users to obtain securities trade pre-clearances, enter executed trades and submit quarterly reports.  Access to iTrade is via the Internet at: http://ndcctiw01/itrade3/WebApps/LoginHome/Login.aspx,

Pre-clearance of Trades

It is WFAAM’s policy that Access Persons that are also deemed to  be Advisory Person are required to pre-clear personal trades with WM Compliance on the trade date before the purchase or sale of a Covered Security.

Prior to submitting a personal trade for pre-clearance, Advisory Person should determine that the reason for placing the trade does not involve any conflict of interest, including information considered material and non-public.  Specifically, any trades placed in personal securities accounts based on insider information and/or tipping of such information is strictly prohibited.    (See Section IV - Insider Trading, below.)

An Advisory Person may only purchase and sell Covered Securities if:

a) The security has not been traded in any of the WFAAM Funds and the Advisory Person has no knowledge that the security will be traded in any of the WFAAM Funds that trade day.

b) The security has not been subject of a recommendation on behalf of any WM models within the last 7 calendar days.  Information regarding specific securities that are considered restricted is available to Advisory Persons and may be found by clicking the “List of Restricted Securities” link of this URL:  http://WMG.wellsfargo.com/SiteController?dbid=PAGE_INDEX_1403100

c) The transaction has been pre-cleared with WM Compliance by the Advisory Person before making the trade.  For limit and stop orders, Advisory Persons must document the trade with a screen print of the order.

These procedures apply to all transactions in Covered Securities held in accounts in which Advisory Persons have a beneficial interest and/or over which they exercise influence or control, including accounts for their family members or other household accounts.  The

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WFAAM—INTERNAL USE ONLY

restrictions do not apply to securities transactions through automatic investment plan and/or securities transactions through direct stock purchase plans.

Note - pre-clearance does not assure that the trade will not violate policy because Advisory Persons must ensure that they do not place any trades in client accounts in the same security after the trade has been pre-cleared on the same day.

To pre-clear while out-of-office (iTrade is on the Intranet), either e-mail personst@wellsfargo.com or call the Compliance Consultant in charge of iTrade.

Restricted /Prohibited Securities

Rules 204A-1 and 17j-1 both require that Access Persons of investment advisers pre-clear any purchase in an Initial Public Offering or a Limited Offering (a private placement, an LP or LLC (including hedge funds)).  Therefore, WFAAM Access Persons may not purchase securities in an Initial Public Offering or Limited Offering unless approval is obtained from WM Compliance.  It should be noted that private investment funds, including Wells Fargo proprietary hedge funds managed by WFAAM,are considered to be Limited Offerings and must be pre-cleared.

In addition, WFAAM Access Persons may not invest in options (other than employee stock options), puts, calls, short sales, futures contracts or other similar transactions involving securities issued by Wells Fargo & Co.  In the event a WFAAM Access Person has been issued employee stock options, such options must be pre-cleared before they are exercised.

Exempt Securities and Transactions

Securities excluded from the definition of Covered Securities, above, are exempt from pre-clearance requirements, as well as initial, quarterly and annual reporting requirements.  Transactions in proprietary mutual funds advised by an affiliate of WFAAM are exempt from pre-clearance requirements, but are subject to the initial, quarterly and annual reporting requirements.

Note - Transactions in closed-end mutual funds, such as the Registered Funds, and ETFs are not exempt from the pre-clearance and reporting requirements because closed-end funds and ETFs are Covered Securities.

.

Post Trade Review

Quarterly Compliance Testing

a)	Delinquent Certifications.
	On a quarterly basis, WM Compliance will run a quarterly certifications report to detect any late or missing certifications.   These will be tracked in order to

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WFAAM—INTERNAL USE ONLY

determine applicability of any penalties. See below for discussion of penalty process.

b) Breaches of Trading Restrictions.

i. On a quarterly basis, WM Compliance will run a potential “front-running” and “restricted securities” report from the iTrade/Examiner personal securities software.  The reviews will:

o Compare reported personal transactions in Covered Securities with transactions in associated client accounts; and

o Compare reported personal transactions with Covered Securities being considered for purchase or sale by IM&T to determine whether a violation may have occurred. Securities being considered for purchase or sale will be determined via Alerts published for changes to the investment models offered by Private Asset Management.

ii. WM Compliance will then forward an e-mail to all Access Persons with possible violation information.  Once the Access Person has received the e-mail and corresponding possible violation detail, he/she must respond in writing to WM Compliance within 14 days of receipt with an explanation detailing all circumstances concerning the noted possible violations.

iii. Before determining that an Access Person has violated the Code of Ethics, WM Compliance shall give the person an opportunity to supply explanatory material.  No team member is required to participate in a determination of whether he or she has committed a violation or discuss the imposition of any sanction against himself or herself.

iv. After WM Compliance has received all responses, an analysis will be conducted to determine any trending, the legitimacy of explanations, and/or possible disciplinary actions. WFAAM Senior Management will be contacted in writing should further disciplinary action be warranted for violations of this policy.

Note:  Failure to respond back to WM Compliance within the required timeframe will result in further escalation to WFAAM Senior Management.

Annual Compliance Testing

Missing and/or incomplete annual reports.  WM Compliance will review holding report files to determine if any Certification and Acknowledgement of the Code, Holdings Report, and Account Certifications (if applicable) are missing and/or incomplete and will follow up with the Access Person to obtain the required report(s).

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    INSIDER TRADING

Insider trading refers generally to buying or selling a security, in breach of fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic information.  Rule 10b-5 under the Securities Exchange Act of 1934, as amended, prohibits trading on the basis of inside information.

Inside and non-public information: Any information about a business organization that is not generally available to or known by the public.

Material inside information:  Inside and non-public information is considered “material” if there is a likelihood that it would be considered important by an investor in making a decision to buy or sell a company’s securities, whether stock, bonds, notes, debentures, limited partnership units or other equity or debt securities.  Inside information shall be presumed “material” if it relates to, among other things, any of the following:

a) Earnings, or financial results, before publicly disclosed,

b) Dividend increases or decreases,

c) Changes in previously released earnings estimates,

d) Significant gains or losses,

e) Significant expansion or curtailment of operations,

f) Significant merger or acquisition proposals or agreements,

g) Significant purchase or sale of assets,

h) Significant new products or discoveries,

i) Significant borrowing,

j) Major litigation,

k) New debt or equity offerings,

l) Liquidity problems, or

m) Significant management changes.

No person covered by this Code may trade, either personally or on behalf of others, while in possession of Inside Information.  This includes “tipping” of information to others who trade on behalf of their own accounts.

WFAAM Access Persons shall not trade for their own accounts, or recommend trading on the basis of material, or inside and non-public information in their possession.  Access Persons are required to observe the limitations imposed by the federal securities laws, particularly Rule 10b-5.

If an Access Person has any question as to whether information is material or inside and non-public, he or she shall resolve the question(s) before trading, recommending trading or divulging the information.

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WFAAM—INTERNAL USE ONLY

If there is any unresolved question in a team member’s mind as to whether information is material or inside and non-public, it should be brought to the attention of WFAAM’s Chief Compliance Officer (“CCO”).  Wells Fargo’s Law Department will be consulted prior to trading or recommending trading.

     PENALTIES

WM Compliance will report violations of the Code of Ethics quarterly, or as they occur, to WFAAM’s President.  In addition, each Access Person must immediately report to the CCO any known or reasonably suspected violations of this Code of which he or she becomes aware.

Penalties may range from a notice of censure, disgorgement of profits, to a dismissal and referral to authorities.  A consistent pattern of violating any of the above standards could lead to dismissal.

    ADMINISTRATION

The CCO is responsible for administering this Code.

Any Access Person who has knowledge of misconduct relating to, or wish to express concern relating to, accounting, internal accounting controls or auditing matters and/or a violation of any federal or state securities law of provisions of the Code, should submit a written complaint expressing such facts and/or concerns to the CCO.

Any such complaint will be held in the strictest of confidence and shall not be disclosed except when required pursuant to the Code, WFAAM policy, this procedure or by law.

    CONFIDENTIALITY

All reports of personal securities transactions, holdings and any other information filed pursuant to this Code will be kept confidential, provided, however that such information may also be subject to review by appropriate WM Compliance Personnel, WFAAM’s CCO and/or Senior Management and legal counsel. Such information will also be provided to the Securities and Exchange Commission (“SEC”) or other government authority when properly requested or pursuant to a court order.

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EXHIBIT A

WELLS FARGO ALTERNATIVE ASSET MANAGEMENT, LLC

PERSONS COVERED BY THE WFAAM CODE OF ETHICS

As of   September 13, 2010

Access Persons*	Advisory Person**
Adelman, Alan	Yes
Alden, Eileen
Asuncion, Evita	Yes
Atwood, Michael
Brachet, Pierre	Yes
Chang, Vincent
Cowling, Jack	Yes
Davis, Erin	Yes
Dunegan, Dede	Yes
Firestein, Jonathan
Grimes, Charlie	Yes
Grossman, Jean	Yes
Junkans, Dean	Yes
Lahart, Brian
Ortiz de Montellano, Maya
Ramar, Lindsay
Rauchle, Dan
Samet, Scott
Soen, Chin
Tang, Judy
Tiedeman, Sara
Wahl, Fred	Yes
Welker, Jay	Yes
Yuen, Sherwood	Yes

*  Not subject to the general pre-clearance requirements, but must pre-clear Initial Public Offerings and Limited Offerings.

** Must pre-clear trades in all Covered Securities and Initial Public Offerings and Limited Offerings

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EXHIBIT B

WELLS FARGO ALTERNATIVE ASSET MANAGEMENT, LLC

Code of Ethics

Policy on Personal Securities Transactions

And

Insider Trading

CERTIFICATION AND ACKNOWLEDGEMENT

I hereby certify that I have received a copy of WFAAM’s Code of Ethics Policy on Personal Securities Transactions and Insider Trading and acknowledge that I have read it and understand it.  I have had the opportunity to ask any questions I may have concerning the meaning and interpretation of the provisions of the Code of Ethics and I understand the obligations set forth therein that are applicable to me. I agree to abide by and comply with all such policies and procedures.

Signed  _______________________________

Position:  _____________________________

Date:  ________________________________

Compliance Review

Date Received:  ________________________

Reviewed by:  _________________________

Date Reviewed:  _______________________

The Certification and Acknowledgement form is due 10 days from date of first receipt and on an annual basis, thereafter.

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EXHIBIT C

WELLS FARGO ALTERNATIVE ASSET MANAGEMENT, LLC

INITIAL HOLDINGS REPORT

Name:      _____________________________________________________________________________________________

Position:   ____________________________________________________________________________________________

PERSONAL HOLDINGS DISCLOSURE

o     I have attached a report that, at a minimum, includes the security name and number of shares or principal amount of every non-exempt security in which I have any beneficial ownership within all of my personal securities accounts listed below.*

o          I have no holdings except for those securities exempt by the Code.

DUPLICATE TRADE CONFIRMATION & STATEMENT

o           I have directed the following firms (list all firms and provide account numbers) with which I have personal securities accounts to supply duplicate copies of confirmations of all personal securities transactions for all accounts in which I have any beneficial ownership.**

________________________________________________________________________________________________________________________________________

________________________________________________________________________________________________________________________________________

o           I have no brokerage account(s).

I hereby certify that the information provided herein is complete and accurate. I also acknowledge that I have received, reviewed and understand Wells Fargo Alternative Asset Management, LLC’s Code of Ethics Policy on Personal Securities Transactions and Insider Trading, and the IM&T Code of Ethics and have complied with all of their requirements.

Signature:   _______________________________                          Date:   ______________

Compliance Review

Date Received:  ________________________

Reviewed by:  _________________________

Date Reviewed:  _______________________

The Holdings Report form is due 10 days from date of receipt and on an annual basis, thereafter.

*Account statements no older than 45 days from the day of reporting may be submitted in lieu of this report.

**Copies of broker(s) documentation (with the exception of Charles Schwab and Wells Fargo) are to be directed to the following:

Wells Fargo Wealth Management

PST Administrator

MAC A0112-063

550 California St, 6th Floor

San Francisco, CA 94104-1004

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EXHIBIT J/A

WELLS FARGO MULTI-STRATEGY 100 MASTER FUND I, LLC

WELLS FARGO MULTI-STRATEGY 100 FUND I, LLC

WELLS FARGO MULTI-STRATEGY 100 TEI FUND I, LLC

WELLS FARGO MULTI-STRATEGY 100 FUND A, LLC

WELLS FARGO MULTI-STRATEGY 100 TEI FUND A, LLC

WELLS FARGO FAMILY OFFICE FUND I, LLC

WELLS FARGO FAMILY OFFICE FUND FW, LLC

WELLS FARGO FAMILY OFFICE MASTER FUND, LLC

 (each, a “Fund” and, collectively, the “Funds”)

CODE OF ETHICS

Under Rule 17j-1 of the Investment Company Act of 1940, as amended

Effective December 7, 2010

It is the policy of Wells Fargo Alternative Asset Management, LLC (the “Adviser”), Alternative Strategies Brokerage Services, Inc. (the “Placement Agent”) and each Fund that all Fund personnel, the Adviser and the Placement Agent should seek (1) at all times to place the interests of Fund investors first; (2) conduct all personal securities transactions in a manner that is consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of the individual’s position of trust and responsibility; and (3) adhere to the fundamental standard that Fund personnel, the Adviser and the Placement Agent should not take inappropriate advantage of their position or engage in any act, practice or course of conduct that would violate this Code, the fiduciary duty owed to Fund investors, or the provisions of Section 17(j) of the 1940 Act and Rule 17j-1 thereunder.

The Adviser and the Placement Agent impose additional reporting and review requirements and restrictions on the personal securities transactions of their personnel.  The Board of Managers of each Registered Fund (the “Fund Board of Managers”) has determined that, in addition to the requirements of this Code of Ethics (the “Code”), the standards and reporting and review requirements established by these organizations will be appropriately applied by each Fund to those of its officers and those of its managers who are affiliated with these organizations.

This Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield against liability for personal trading or other conduct that violates a fiduciary duty to Fund investors.

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1. DEFINITIONS

“Access Person” means (i) any Advisory Person of a Fund or of the Adviser; or (ii) any member, director, officer, general partner or manager of the Placement Agent who, in the ordinary course of business makes, participates in or obtains information regarding, the Purchase or Sale of a Covered Security by a Fund for which the Placement Agent acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to a Fund regarding the Purchase or Sale of a Covered Security.

“Adviser” means Wells Fargo Alternative Asset Management, LLC.

“Advisory Person” of a Fund or of the Adviser means: (i) any member, director, manager, officer, general partner or employee of the Fund or the Adviser (or of any company in a Control relationship to the Fund or the Adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the Purchase or Sale of a Covered Security by the Fund, or whose functions relate to the making of any recommendations with respect to such purchase or sale; and (ii) any natural person in a Control relationship to the Fund or the Adviser who obtains information concerning recommendations made to the Fund with regard to the Purchase or Sale of a Covered Security by the Fund.

“Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.  An Automatic Investment Plan includes a dividend reinvestment plan.

“Beneficial Ownership” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the 1934 Act and the rules and regulations thereunder.

“Control” shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act of 1940, as amended (the “1940 Act”).

“Covered Security” means a security as defined in Section 2(a)(36) of the 1940 Act, except that it does not include:

o Direct obligations of the U.S. Government;

o Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and

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o Shares issued by non-proprietary open-end investment companies registered under the 1940 Act. obligations of the Government of the United States;

 “Independent Manager” means a manager of the Registered Funds who is not an “interested person” of the Registered Funds within the meaning of Section 2(a)(19) of the 1940 Act, and who would be required to make a report under Section 3 of this Code solely by reason of being a manager of the Fund.

“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended (the “1933 Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

 “Limited Offering” means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the 1933 Act.

“Placement Agent” means Wells Fargo Investments, LLC.

“Purchase or Sale of a Covered Security” means the purchase or sale of a Covered Security, and includes, among other things, the writing of an option to purchase or sell a Covered Security.

“Registered Fund” means Wells Fargo Multi-Strategy 100 Master Fund I, LLC, Wells Fargo Multi-Strategy 100 Fund I, LLC, Wells Fargo Multi-Strategy 100 TEI Fund I, LLC, Wells Fargo Multi-Strategy 100 Fund A, LLC , Wells Fargo Multi-Strategy 100 TEI Fund A, LLC, Wells Fargo Family Office Master Fund, LLC, Wells Fargo Family Office Fund I, LLC, and Wells Fargo Family Office Fund FW, LLC.

 “Security Held or to be Acquired by the Fund” means (i) Any Covered Security which, within the most recent 15 days: (A) is or has been held by a Fund; or (B) is being or has been considered by the Fund or the Adviser for purchase by the Fund; and (ii) any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in part (i) of this paragraph.

2. RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES

Advisory Person of a registered fund or the Adviser must obtain approval from a registered fund or the Adviser before directly or indirectly acquiring Beneficial Ownership in any securities in an Initial Public Offering or in a Limited Offering.

3. REPORTING

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Initial Holdings Reports

Except as otherwise provided in this Code, every Access Person of a registered fund and every Access Person of the Adviser or the Placement Agent, shall report to that Fund, the Adviser or the Placement Agent, as applicable, no later than 10 days after the person becomes an Access Person, the following information (which information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person):

o The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Ownership when the person became an Access Person;

o The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

o The date that the report is submitted by the Access Person.

An Independent Manager of the Funds need not make an initial holdings report.

Quarterly Transaction Reports

Except as otherwise provided in this Code, every Access Person of a Fund and every Access Person of the Adviser or the Placement Agent shall report to that Fund, the Adviser or the Placement Agent, as applicable, no later than 30 days after the end of each calendar quarter, the following information:

With respect to any transaction during the quarter in a Covered Security in which the Access Person had, or by reason of such transaction acquired, any direct or indirect Beneficial Ownership in the Covered Security:

o The date of the transaction, the title, the interest rate and maturity date (if applicable) and the number of shares and the principal amount of each Covered Security involved;

o The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

o The price of the Covered Security at which the transaction was effected;

o The name of the broker, dealer or bank with or through which the transaction was effected; and

o The date that the report is submitted by the Access Person.

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With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

o The name of the broker, dealer or bank with whom the Access Person established the account;

o The date the account was established; and

o The date that the report is submitted by the Access Person.

An Independent Manager of the Funds need only report a transaction in a Covered Security in a quarterly transaction report if such Manager, at the time of that transaction, knew or, in the ordinary course of fulfilling his or her official duties as a manager of the Funds, should have known that during the 15-day period immediately before or after the date of the transaction by the Independent Manager, such Covered Security was purchased or sold by a Fund or was being considered by a Fund or the Adviser for purchase or sale by a Fund.

An Access Person need not make a quarterly transaction report under this Section 3 if the report would duplicate information contained in broker trade confirmations or account statements received by the Funds, the Adviser or the Placement Agent with respect to the Access Person in the time period required by Section 3(b)(i) of this Code, if all of the information required by Section 3(b)(i) is contained in the broker trade confirmations or account statements, or in the records of the Funds, the Adviser or the Placement Agent.

An Access Person need not make a quarterly transaction report under this Section 3 with respect to transactions effected pursuant to an Automatic Investment Plan or if a report is made on iTrade -- http://ndcctiw01/itrade3/WebApps/LoginHome/Login.aspx.

Annual Holdings Reports

Except as otherwise provided in this Code, every Access Person of a Fund and every Access Person of the Adviser or the Placement Agent, shall report to that Fund, the Adviser or the Placement Agent, as applicable, annually the following information (which must be current as of a date no more than 45 days before the report is submitted):

o The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Ownership;

o The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and

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o The date that the report is submitted by the Access Person.

An Independent Manager of the Funds need not make an annual holdings report.

Initial Holdings Reports, Quarterly Transaction Reports, and Annual Holdings Reports

Notwithstanding Sections 3(a)(i), 3(b)(i) and 3(c)(i) of this Code, an Access Person need not make a report to the Adviser under this Code to the extent the information in the report would duplicate information required to be recorded by the Adviser under Rule 204-2(a)(13) under the Investment Advisers Act of 1940, as amended, or if a report is made on iTrade -- http://ndcctiw01/itrade3/WebApps/LoginHome/Login.aspx.

A person need not make a report under this Section 3 with respect to transactions effected for, and A Covered Security held in, any account over which the person has no direct or indirect influence or Control.

Disclaimer

Any report under this Section 3 may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect Beneficial Ownership in the security to which the report relates.

ADMINISTRATION OF THIS CODE OF ETHICS

General Rule

The Registered Funds, the Adviser and the Placement Agent must use reasonable diligence and institute procedures reasonably necessary to prevent violations of this Code.

Written Report to Fund Board of Managers

No less frequently than annually, the Funds, the Adviser and the Placement Agent must furnish to each Fund Board of Managers, and each Fund Board of Managers must consider, a written report that:

o Describes any issues arising under this Code or related procedures since the last report to the Fund Board of Managers, including, but not limited to, information about material violations of this Code or procedures and sanctions imposed in response to material violations; and

o Certifies that the Funds, the Adviser and the Placement Agent have adopted procedures reasonably necessary to prevent Access Persons from violating this Code.

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EX-99

POWER OF ATTORNEY

We, the undersigned Officers and Managers of Wells Fargo Family Office Fund I, LLC (“100 Fund”), Wells Fargo Family Office Fund FW, LLC  (“FOF FW”) and Wells Fargo Family Office Master Fund, LLC  (“Master Fund”) (collectively, the “Funds”), each a Delaware limited liability company, do hereby severally constitute and appoint each of  Daniel Rauchle, Eileen Alden, and/or Dede Dunegan  to be a true, sufficient and lawful attorney, or attorney for each of us, to sign for each of us, in the name of each of us in the capacities indicated below, Registration Statements under file no. 811-___ (100 Fund), file no. 811-___ (FOF FW) and file no. 811-___ (Master Fund), and any and all amendments to such Registration Statements, on Form N-2 filed by the Funds with the Securities and Exchange Commission in respect of any class of limited liability company interests and other documents and papers relating thereto.

IN WITNESS WHEREOF we have hereunto set our hands on the dates set opposite our respective signatures.

SIGNATURES	TITLE	DATE
/s/ Daniel Rauchle	Manager, President	December 7, 2010
Daniel Rauchle
/s/ Eileen Alden	Treasurer	December 7, 2010
Eileen Alden
/s/ Dede Dunegan	Secretary	December 7, 2010
Dede Dunegan
/s/ Dennis Schmal	Manager	December 7, 2010
Dennis Schmal
/s/ Tim Holmes
Tim Holmes	Manager	December 7, 2010

COVER

As filed with the Securities and Exchange Commission on January 3, 2011

1940 Act File No. 811-[____]

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2

(Check appropriate box or boxes)

[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. __

WELLS FARGO FAMILY OFFICE MASTER FUND, LLC

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Exact Name of Registrant as Specified in Charter

C/O WELLS FARGO ALTERNATIVE ASSET MANAGEMENT, LLC

333 MARKET STREET, 29TH FLOOR

SAN FRANCISCO, CA 94105

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Address of Principal Executive Offices (Number, Street, City, State, Zip Code)

Registrant’s Telephone Number, including Area Code (415) 371-4000

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

EILEEN ALDEN

333 MARKET STREET, 29TH FLOOR

SAN FRANCISCO, CA 94105

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

Name and Address (Number, Street, City, State, Zip Code) of Agent for Service

Copies of Communications to:

GEORGE J. ZORNADA

K&L GATES LLP

STATE STREET FINANCIAL CENTER

ONE LINCOLN STREET

BOSTON, MA  02111

EXPLANATORY NOTE

This Registration Statement of Wells Fargo Family Office Master Fund, LLC (the “Registrant”) has been filed by the Registrant pursuant to Section 8(b) of the Investment Company Act of 1940, as amended (the “1940 Act”).  However, interests in the Registrant have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), and such

interests will be issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(2) of the 1933 Act.  Investments in the Registrant may only be made by entities or persons that are “accredited investors” within the meaning of Regulation D under the 1933 Act. This Registration Statement does not constitute an offer to sell, or the solicitation of any offer to buy, interests in the Registrant.

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Form N-2

CROSS-REFERENCE SHEET

Parts A and B of the Private Placement Memorandum

Items in Part A and B of Form N-2		Location in Private Placement Memorandum
1.	Outside Front Cover	Front Cover Page of Private Placement Memorandum
2.	Cover Pages, Other Offering Information	Front Cover Page of Private Placement Memorandum
3.	Fee Table and Synopsis	Summary of Fees and Expenses
4.	Financial Highlights	Not Applicable
5.	Plan of Distribution	Front Cover Page of Private Placement Memorandum; Memorandum Summary; Distribution Arrangements
6.	Selling Shareholders	Not Applicable
7.	Use of Proceeds	Memorandum Summary; Investment Program of the Funds
8.	General Description of the Registrant	Front Cover Page of Private Placement Memorandum; Memorandum Summary; The Funds; Investment Program of the Funds; Risk Factors; Units and Capital Accounts; Voting
9.	Management	Memorandum Summary; Management; The Adviser; Fees and Expenses; Control Persons; Brokerage
10.	Capital Stock, Long-Term Debt, and other Securities	Repurchases and Transfers of Units; Units and Capital Accounts; Voting; Taxes; Distribution Arrangements
11.	Defaults and Arrears on Senior Securities	Not Applicable
12.	Legal Proceedings	Not Applicable
13.	Statement of Additional Information	Not Applicable
14.	Cover Page	Not Applicable
15.	Table of Contents of SAI	Not Applicable
16.	General Information and History	Memorandum Summary; The Funds
17.	Investment Objective and Policies	Memorandum Summary; Investment Program of the Funds
18.	Management	Memorandum Summary; Management
19.	Control Persons and Principal Holders of Securities	Management; Control Persons
20.	Investment Advisory and Other Services	Memorandum Summary; The Adviser; Fees and Expenses
21.	Portfolio Managers	The Adviser
22.	Brokerage Allocation and Other Practices	Brokerage
23.	Tax Status	Taxes
24.	Financial Statements	Financial Statements

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CORRESP

K&L GATES LLP

State Street Financial Center

One Lincoln Street

Boston, Massachusetts 02111

January 3, 2011

VIA EDGAR

Attn:  Mary A. Cole

Securities and Exchange Commission

Washington, DC  20549

Re:	Wells Fargo Family Office Fund I, LLC
		File No. 811-______
	Wells Fargo Family Office Fund FW, LLC
		File No. 811-______
	Wells Fargo Family Office Master Fund, LLC
		File No. 811-______

Ms. Cole:

Transmitted electronically with this letter for filing pursuant to the Investment Company Act of 1940, as amended (the "1940 Act"), on behalf of Wells Fargo Family Office Fund I, LLC and Wells Fargo Family Office Fund FW, LLC (together, the "Feeder Funds") are registration statements on Form N-2 (the "Registration Statements") relating to each Fund's establishment as a registered investment company. Each of the Funds has filed electronically a Notification of Registration on Form N-8A in conjunction with this filing.  In addition, Wells Fargo Family Office Master Fund, LLC (the “Master Fund” and, together with the Feeder Funds, the “Funds”), into which the Feeder Funds invest, also is filing a registration statement on Form N-2 as a registered investment company and a Notification of Registration on Form N-8A in conjunction with such filing.  

The Funds are newly-organized, closed-end management investment companies and the Feeder Funds act as feeder funds and will invest substantially all of their assets into the Master Fund.  Each of the Funds will be privately placed and sold in private transactions exempt from registration under the Securities Act of 1933, as amended.  The Registration Statements transmitted with this letter contains conformed signature pages, the manually executed originals of which are maintained at the office of the Funds.

The Master Fund is a fund of hedge funds.  The Feeder Funds are substantially identical in structure and operation to the existing registered investment company complex advised by Wells Fargo Alternative Asset Management, LLC (consisting of Wells Fargo Multi-Strategy 100 Fund I, LLC, Wells Fargo Multi-Strategy 100 TEI Fund I, LLC and Wells Fargo Multi-Strategy Fund A, LLC) with the exception of the Funds’ investment strategy.  Each Feeder Fund’s

investors must meet the eligibility criteria established in the Registration Statements as well as by the staff relating to investment in registered fund of hedge funds.  

We note these similarities to the existing funds, for which you are the SEC staff reviewer, to assist any review of the Funds.

*  *  *

Any questions should be directed to the undersigned at 617.261.3231.

Sincerely,

/s/ George J. Zornada

George J. Zornada

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