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COPY NO. _____

ASGI Aurora Opportunities Fund, LLC

Private Placement Memorandum

Effective January 3, 2011

THE LIMITED LIABILITY COMPANY INTERESTS (“INTERESTS”) IN ASGI AURORA OPPORTUNITIES FUND, LLC (THE “FUND”) ARE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”), IN RELIANCE ON THE PROVISIONS OF REGULATION D UNDER THE 1933 ACT. THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND GENERALLY MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION THEREUNDER OR EXEMPTION THEREFROM, AND AS PERMITTED IN THE FUND’S LIMITED LIABILITY COMPANY AGREEMENT (THE “LLC AGREEMENT”).

THE INTERESTS ARE SPECULATIVE, ILLIQUID, INVOLVE SIGNIFICANT RISK AND ARE SUITABLE ONLY FOR A LIMITED PORTION OF A PORTFOLIO. INVESTORS COULD LOSE ALL OR SUBSTANTIALLY ALL OF THEIR INVESTMENT IN THE FUND. SEE “RISK FACTORS” HEREIN.

INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF AN INVESTMENT IN INTERESTS FOR AN INDEFINITE PERIOD OF TIME. TO PROVIDE A LIMITED DEGREE OF LIQUIDITY TO HOLDERS OF INTERESTS (“MEMBERS”), THE FUND MAY FROM TIME TO TIME OFFER TO REPURCHASE INTERESTS PURSUANT TO WRITTEN TENDERS BY MEMBERS. REPURCHASES WILL BE MADE AT SUCH TIMES, IN SUCH AMOUNTS, AND ON SUCH TERMS AS MAY BE DETERMINED BY THE FUND’S BOARD OF MANAGERS, IN ITS SOLE DISCRETION. HOWEVER, MEMBERS DO NOT HAVE THE RIGHT TO REQUIRE THE FUND TO REDEEM ANY OR ALL OF THEIR INTERESTS IN THE FUND.

PROSPECTIVE INVESTORS IN THE FUND SHOULD INFORM THEMSELVES AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES OF THE ACQUISITION, HOLDING AND DISPOSAL OF INTERESTS. IF YOU ARE IN DOUBT ABOUT THE CONTENTS OF THIS PRIVATE PLACEMENT MEMORANDUM (“MEMORANDUM”), YOU SHOULD CONSULT YOUR ATTORNEY, ACCOUNTANT OR OTHER FINANCIAL ADVISER.

THE FUND IS REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY UPON THEIR OWN EXAMINATION OF THE FUND AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. ALTHOUGH INTERESTS ARE NOT REGISTERED UNDER THE 1933 ACT, THIS MEMORANDUM HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”). HOWEVER, NONE OF THE SEC, ANY OTHER STATE OR FEDERAL GOVERNMENTAL AGENCY OR ANY NATIONAL SECURITIES EXCHANGE OR ANY GOVERNMENTAL AGENCY OR EXCHANGE OF ANY OTHER JURISDICTION HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM OR THE MERITS OF AN INVESTMENT IN THE INTERESTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

INTERESTS ARE SUITABLE ONLY FOR SOPHISTICATED INVESTORS FOR WHOM AN INVESTMENT IN THE FUND DOES NOT CONSTITUTE A COMPLETE INVESTMENT PROGRAM AND WHO FULLY UNDERSTAND AND ARE WILLING TO ASSUME THE RISKS INVOLVED IN THE FUND’S INVESTMENT STRATEGY. THE FUND’S INVESTMENT PRACTICES, BY THEIR NATURE, MAY BE CONSIDERED TO INVOLVE A HIGH DEGREE OF RISK. IT IS POSSIBLE THAT A MEMBER MAY LOSE SOME OR ALL OF ITS INVESTMENT AND THAT THE FUND MAY NOT ACHIEVE ITS INVESTMENT OBJECTIVE. SHORT-TERM PROSPECTIVE INVESTORS, PROSPECTIVE INVESTORS WITH IMMEDIATE LIQUIDITY NEEDS AND PROSPECTIVE INVESTORS WHO CANNOT BEAR THE LOSS OF SOME OR ALL OF THEIR INVESTMENT OR THE RISKS ASSOCIATED WITH THE LIMITED LIQUIDITY OF AN INVESTMENT IN THE FUND SHOULD NOT INVEST IN THE FUND. SEE “INVESTMENT PROGRAM OF THE FUND” AND “RISK FACTORS” FOR MORE INFORMATION.

THE CONTENTS OF THIS MEMORANDUM SHOULD NOT BE CONSIDERED LEGAL OR TAX ADVICE, AND PROSPECTIVE INVESTORS SHOULD CONSULT WITH THEIR OWN COUNSEL AND FINANCIAL ADVISERS AS TO ALL MATTERS CONCERNING AN INVESTMENT IN INTERESTS. THE TERMS OF THIS MEMORANDUM ARE QUALIFIED IN THEIR ENTIRETY BY THE FUND’S LLC AGREEMENT.

NO PERSON OTHER THAN ALTERNATIVE STRATEGIES GROUP, INC. (THE “ADVISER”) HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATION, OR GIVE ANY INFORMATION, WITH RESPECT TO THE FUND, EXCEPT THE INFORMATION CONTAINED HEREIN AND IN OTHER DOCUMENTS DISTRIBUTED BY THE ADVISER AND ANY SUCH REPRESENTATIONS OR INFORMATION, IF GIVEN, MAY NOT BE RELIED UPON.

THIS MEMORANDUM, INCLUDING ALL EXHIBITS, IS CONFIDENTIAL AND MAY NOT BE DUPLICATED OR REPRODUCED IN ANY FASHION.

EACH PROSPECTIVE INVESTOR IS INVITED TO MEET WITH REPRESENTATIVES OF THE FUND OR THE ADVISER TO DISCUSS WITH THEM, AND TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THEM, CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING OF INTERESTS, AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THE EXTENT THAT ANY OF THOSE PERSONS POSSESSES THAT INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE, NECESSARY TO VERIFY THE INFORMATION CONTAINED HEREIN.

THERE WILL BE NO PUBLIC OFFERING OF THE INTERESTS. NO OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY THE INTERESTS IS BEING MADE IN ANY JURISDICTION IN WHICH THAT OFFER OR SOLICITATION WOULD BE UNLAWFUL.

TABLE OF CONTENTS

Page

MEMORANDUM SUMMARY		6
	The Fund	6
	The Fund’s Investment Program	6
	Borrowing and Use of Leverage	8
	The Adviser	9
	The Subadviser	9
	Management Fee	9
	Capital Accounts	10
	Performance Allocation	10
	Investment Fund Fees	10
	Administrator	10
	Custodian	11
	Organizational Expenses	11
	Other Expenses	11
	Expense Limitation Agreement	11
	Investor Eligibility	11
	Member Suitability	11
	ERISA Plans and Other Tax-Exempt Members	12
	The Offering	12
	Closed-End Fund Structure: Limited Liquidity and Transfer Restrictions	13
	Tender Offers and Other Repurchases of Interests by the Fund	13
	Taxation	14
	Distribution Policy	14
	Allocation of Profit and Losses	14
	Provision of Tax and Other Information to Members	14
	Fiscal Year	15
	Risk Factors	15
SUMMARY OF FEES AND EXPENSES		19
	Fee Table	19
	Example	21
THE FUND		22
	General	22
	Structure	22
USE OF PROCEEDS		22
INVESTMENT PROGRAM OF THE FUND		23
	The Fund’s Investment Objective and Principal Strategies	23
	Fundamental Investment Policies	28
	Borrowing and Use of Leverage	29
RISK FACTORS		29
	Principal Risks Relating to the Fund’s Structure	29
	Principal Risks Relating to Investment Funds and Direct Investments	38
	Limits of Risk Disclosures	51
MANAGEMENT		51
	The Board of Managers of the Fund	51
	Managers	53
	Principal Officers who are not Managers	54
	Leadership Structure and the Board	54
	Manager Qualifications	55
	Committees	55
	Compensation	56
THE ADVISER AND THE SUBADVISER		57
	General	57

	Compensation	59
	Ownership	60
FEES AND EXPENSES		60
	The Advisory Agreement	60
	The Subadvisory Agreement	61
	Administrative, Accounting, Custody, Transfer Agent and Registrar Services	61
	Investment Fund Fees	62
	Other Expenses of the Fund	62
	Expense Limitation Agreement	63
CONTROL PERSONS		63
SUBSCRIPTIONS FOR INTERESTS		63
	Subscription Terms	63
	Member Qualifications	64
REPURCHASES AND TRANSFERS OF INTERESTS		65
	No Right of Redemption	65
	Repurchases of Interests	66
	Repurchase Procedures	67
	Mandatory Repurchase by the Fund	68
	Transfers of Interests	68
DISTRIBUTION POLICY		69
CALCULATION OF NET ASSET VALUE		69
INTERESTS AND CAPITAL ACCOUNTS		72
	General	72
	Allocation of Net Profits and Losses	72
	Allocation of Special Items	73
	Reserves	73
VOTING		74
PARTICIPATION IN INVESTMENT OPPORTUNITIES		74
	The Adviser	74
	The Subadviser	74
OTHER MATTERS		75
TAXES		75
	Classification of the Fund	76
	Taxation of the Fund	77
	Taxable Investors in the Fund	78
	Tax-Exempt Investors in the Fund	79
	Allocations of Income, Gain, Loss and Deduction	79
	Tax Treatment of Portfolio Investments	80
	Deductibility of Fund Investment Expenditures	82
	Losses	82
	Tax Elections	83
	Alternative Minimum Tax	83
	Unearned Income Medicare Tax	83
	Tax Shelter Disclosure	83
	State and Local Taxes	84
	Other Taxes	85
EMPLOYEE BENEFIT PLAN CONSIDERATIONS		85
CODE OF ETHICS		86
BROKERAGE		87
	The Fund	87
	The Investment Funds	88
DISTRIBUTION ARRANGEMENTS		88
	General	88
	Purchase Terms	89
SUMMARY OF LIMITED LIABILITY COMPANY AGREEMENT		89
	Liability; Indemnification	89

	Amendment	89
	Term, Dissolution and Liquidation	90
	Reports to Members	90
	Fiscal Year	90
ACCOUNTANTS AND LEGAL COUNSEL		90
GENERAL INFORMATION		90
FINANCIAL STATEMENTS		90

RELATED PERFORMANCE OF THE SUBADVISER

LIMITED LIABILITY OPERATING AGREEMENT

SUBSCRIPTION AGREEMENT

MEMORANDUM SUMMARY

The following is only a summary of this private placement memorandum (the “Memorandum”) and does not contain all of the information that you should consider before investing in ASGI Aurora Opportunities Fund, LLC (the “Fund”). You should review the more detailed information contained in this Memorandum.

The Fund	The Fund is a newly-formed Delaware limited liability company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end management investment company. Alternative Strategies Group, Inc. (the “Adviser”), a North Carolina corporation, is the investment adviser to the Fund. The Adviser has retained Aurora Investment Management L.L.C., a Delaware limited liability company, to act as subadviser to the Fund (the “Subadviser”). The Subadviser has been engaged by the Fund and the Adviser to formulate and implement the Fund’s investment program. The Fund will offer and sell limited liability company interests (the “Interests”) in larger minimum denominations (compared to open-end mutual funds) to investors eligible to invest in the Fund (“Eligible Investors”). Unlike many private investment funds, however, the Fund is able to offer Interests without limiting the number of investors who may participate in its investment program. Eligible Investors must be “accredited investors” and “qualified clients” as set forth elsewhere in this Memorandum. Eligible Investors who purchase Interests in the Fund and other persons who acquire Interests and are admitted to the Fund by the Fund’s Board of Managers (the “Board”) will become members of the Fund (“Members”). The Board has overall responsibility for the management and supervision of the operations of the Fund.
The Fund’s Investment Program	The investment objective of the Fund is non-fundamental and may be changed by the Board after sixty (60) days’ notice to Members. Except as otherwise stated in this Memorandum, the investment policies and restrictions of the Fund also are non-fundamental. The Fund’s fundamental investment policies are listed in “Investment Program of the Fund—Fundamental Investment Policies” below. The Fund’s investment objective and principal investment strategies are discussed below. Investment Objective and Principal Strategies The investment objective of the Fund is to generate consistent long-term capital appreciation with diversification of risk through the use of a “multi-manager, multi-strategy” global investment strategy. The Fund will attempt to invest broadly across worldwide markets which may include the United States and North America, Latin America, Eastern and Western Europe and Asia. The Fund seeks to accomplish this objective by allocating its capital primarily among a select group of collective investment vehicles (“Investment Funds”) managed by experienced investment managers (“Investment Managers”) that implement a number of different alternative investment strategies and invest in a variety of worldwide markets. Such strategies include or may include, but are not limited to: long/short equities (global and geographic specific regions), multi-strategy opportunistic, long/short credit, macro and event driven. However, the Fund does not follow a rigid investment policy and is not restricted from participating in any market, strategy or investment other than as set forth hereunder or under the terms of the 1940 Act. The Subadviser is responsible for selecting Investment Funds and allocating the Fund’s capital among them. The Fund’s assets may be allocated among whatever investment strategies the Subadviser considers appropriate under prevailing economic and market conditions. Investment Funds will be managed by Investment Managers who, at the time of investment, are not affiliated with either the Adviser or the Subadviser. Investment Funds generally have their own investment objectives, strategies and restrictions, over which neither the Adviser nor the Subadviser is expected to have any control or influence. Investment Managers may change the kinds of

investments they make and their techniques for making investments if they believe that such changes are appropriate in view of the then current or expected market, business or economic conditions.

Investment Managers may invest in a wide range of instruments and markets on a worldwide basis, including, but not limited to: U.S. and non-U.S. equities and equity-related instruments, fixed income and other debt-related instruments, currencies, commodities and derivative instruments. In addition, Investment Managers may utilize both over-the-counter and exchange traded instruments (including derivative instruments such as swaps, futures, options and forward agreements), trade on margin and engage in short sales.

The Subadviser, on behalf of the Fund, may also engage in certain direct trading activities for hedging and portfolio reallocation purposes or in connection with the liquidation of securities which have been distributed in-kind to the Fund. In addition, the Fund may buy or sell interests in Investment Funds in secondary market transactions, although the Fund does not intend to use secondary market transactions as the primary method for allocating to or away from Investment Managers.

Further details regarding the types of investments and the various strategies are provided below in “— Direct Investments by the Fund and the Investments of the Investment Funds.”

The Fund’s Investment Program

The Subadviser has been engaged by the Fund and the Adviser to formulate and implement the Fund’s investment program.

The Subadviser will primarily allocate, and may reallocate, as it believes necessary and appropriate, the Fund’s assets among Investment Funds. The Subadviser may also engage in certain direct trading activities for hedging and portfolio reallocation purposes or to liquidate securities distributed in-kind to the Fund. The number of Investment Funds may increase or decrease and no assurance can be provided that the number of Investment Funds will remain at any particular level, or that the Fund will invest in any particular Investment Fund or direct investment or in any investment strategy.

The Subadviser will seek to implement an investment program for the Fund that will achieve the Fund’s investment objective, but cannot guarantee that a successful investment program will be achieved or that the Fund’s investment objective will be met. Investors are urged to consult with their personal advisers in connection with any investment in the Fund and to understand fully the risks associated with an investment in the Fund, including, but not limited to, those risks associated with the Fund’s investments in the Investment Funds.

See “INVESTMENT PROGRAM OF THE FUND” and “RISK FACTORS” for more information.

Direct Investments by the Fund and Investments of Investment Funds

Generally, the Fund and the Investment Funds may invest in, hold, sell and trade a wide range of investment instruments in worldwide markets. Investments in which the Fund and Investment Funds may invest include, but are not limited to: stocks, bonds, bank loans, warrants, notes, debentures (whether subordinated, convertible, or otherwise), money market funds, commercial paper, certificates of deposit, and governmental obligations (or the obligations of any instrumentality thereof), whether offered publicly or pursuant to private placement. The Fund and Investment Funds also may invest in options, futures contracts, forward contracts, swaps, and other exchange traded and over-the-counter (“OTC”) derivatives of any kind. In particular, the Fund may utilize options, futures, options on futures or other derivatives for hedging or portfolio reallocation purposes.

	The Fund expects that certain of the Investment Funds in which it invests may engage in speculative investment practices extensively, such as using a high degree of leverage, short selling, trading regulated or unregulated commodities contracts, currency speculation, trading listed and OTC options, writing uncovered options, trading complex derivative instruments, participating in workouts and startups, trading distressed and illiquid investments, obtaining control positions, or trading foreign securities and taking concentrated positions, among others. The Fund may invest all or any portion of its assets in high quality fixed-income securities, money market instruments, shares of money market funds, or overnight repurchase agreements, or the Fund may hold its assets as cash. Such investments may be for temporary purposes, such as maintaining adequate liquidity for distributions in connection with Interest repurchases by the Fund, or for any other purposes, including, but not limited to, defensive investments in times of market volatility. Selection of Investment Funds The Subadviser selects Investment Funds on the basis of various criteria, including, among other things, an analysis of a prospective Investment Manager’s performance during various time periods and market cycles and/or the Investment Manager’s reputation, experience, knowledge of a specific geographic market, investment philosophy and policies and training of its principals and key personnel. Additionally, the Subadviser considers, among other things, whether a prospective Investment Manager has an identifiable track record, recognizable prospects and a substantial personal investment in the Investment Fund or such Investment Manager’s investment program. The Fund is not limited, however, to investing in Investment Funds whose Investment Managers have past investment histories and may invest with an Investment Fund based on the Subadviser’s assessment of the future prospects of its Investment Manager. The Subadviser’s process for selecting Investment Funds and evaluating Investment Managers generally involves reviewing investment performance, processes and talent, performing reference checks, evaluating the operational capabilities of the Investment Manager’s administrative, audit, clearing, execution and custodial relationships, and evaluating the terms and conditions of the proposed investment. While quantitative analysis is an important factor in evaluating prospective Investment Funds, the Investment Fund selection process is subjective, and qualitative analysis plays a significant role. See “INVESTMENT PROGRAM OF THE FUND” and “RISK FACTORS” for more information.
Borrowing and Use of Leverage	The Fund has the power to borrow and may do so when deemed appropriate by the Subadviser. However, the Subadviser does not anticipate any direct borrowings by the Fund except: (i) to make investments pending receipt of redemption proceeds in connection with reallocations among Investment Managers; (ii) to meet redemptions which would otherwise result in the premature liquidation of investments; (iii) to margin or settle hedging contracts; (iv) in anticipation of net subscriptions by investors; or (v) to preserve scarce capacity with Investment Managers, although it is not obligated to do so in any case. Borrowings by the Fund other than for temporary purposes are generally subject to a 300% asset coverage requirement under the 1940 Act. The Fund currently is a party to a committed, secured credit facility which allows the Fund to borrow approximately 16.0% of its net asset value for the purposes described above. However, the Fund is not obligated to maintain such a facility nor is the lender obligated to renew such facility. There can be no assurance that the Fund will be able to obtain (or maintain) financing for the purposes described above. In the event that the credit facility terminates, the Fund may seek alternative financing or choose to operate without a credit facility and maintain a cash reserve for such purposes. Although the commitment amount of any credit facility to which the Fund is a party may represent only a portion of the Fund’s net asset value, virtually all of the

	Fund’s assets are or would be pledged to secure its obligations to the lender. The costs associated with any credit facility and the borrowings thereunder are borne by the Fund. Certain Investment Funds may borrow money, trade securities or futures on margin or leverage their investments through various means and such Investment Funds are generally not subject to the limits of the 1940 Act. The use of leverage increases both risk and potential profit. The Fund may from time to time make investments in derivatives or other instruments, such as futures contracts or swaps that provide a form of leverage. Any such direct investments will be made only in accordance with the requirements of the 1940 Act and the Securities and Exchange Commission (“SEC”) guidance relating to “senior securities.” See “INVESTMENT PROGRAM OF THE FUND — Borrowing and Use of Leverage” for more information.
The Adviser	The Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”). The Adviser also serves as investment adviser to other private investment funds, some of which utilize a multi-manager, multi-strategy investment approach. Although the Adviser is registered with the CFTC as a “commodity trading advisor,” it will operate the Fund as if it was exempt from registration under CFTC Rule 4.14(a)(8). The Fund is not required to register as a “commodity pool operator” pursuant to CFTC Rule 4.5. Subject to policies adopted by the Board and applicable law, the Adviser is responsible for appointing the Subadviser to manage the Fund’s investments, monitoring the Subadviser’s management of the Fund, and implementing the Fund’s compliance program. Subject to the limitations set forth in the subadvisory agreement, the Adviser has the ability to restrict initial/additional investment in an Investment Fund and/or remove an Investment Fund from the portfolio, although it does not currently intend to use this ability to manage the portfolio or restrict the Subadviser’s discretion. The Adviser has limited experience managing a registered fund, but its investment personnel have experience managing and overseeing funds of hedge funds. The Adviser’s investment professionals will devote such time to the ongoing operations of the Fund as they deem appropriate. The Adviser also provides personnel, office space, office facilities, and reports to the Fund. These services are provided as part of the Management Fee (as defined below); provided, however, that reports furnished at the request of the Fund are paid for by the Fund. See “THE ADVISER AND THE SUBADVISER” for more information. The Adviser holds a non-voting special member interest (the “Special Member Account”) in the Fund for the purpose of receiving the Performance Allocation (as defined below). The Adviser may also invest in the Fund, in which case it will hold an Interest in the Fund. See “INTERESTS AND CAPITAL ACCOUNTS.”
The Subadviser	The Subadviser is registered with the SEC as an investment adviser under the Advisers Act. The Subadviser also serves, or may serve, as investment adviser or subadviser to private investment funds, other registered investment companies, and managed accounts both within the U.S. and abroad. Although the Subadviser is registered with the CFTC as a “commodity trading advisor,” it will advise the Fund as if it was exempt from registration under CFTC Rule 4.14(a)(8). Pursuant to an agreement with the Adviser and the Fund, the Subadviser is responsible for the selection and monitoring of Investment Funds as well as direct investments of the Fund, and for day-to-day management of the Fund’s investment activities and holdings. See “THE ADVISER AND THE SUBADVISER” for more information.
Management Fee	The Fund pays the Adviser each month a fee (“Management Fee”) equal to one-twelfth of 1.00% of the aggregate net asset value of outstanding Interests determined as of the last calendar day of that month (before any repurchases of Interests). The Adviser pays the Subadviser a portion of the Management Fee as described in the subadvisory agreement among the Adviser, Subadviser, and the Fund. See “FEES AND EXPENSES” for more information.

Capital Accounts	The Fund will establish and maintain on its books a capital account (“Capital Account”) for each Member, to which its investment in the Fund will be credited and in which certain other transactions will be reflected. See “INTERESTS AND CAPITAL ACCOUNTS” for more information.
Performance Allocation	In addition to the Management Fee, the Adviser is entitled to receive from the Fund a performance allocation (“Performance Allocation”) that, if earned, will be deducted from Capital Accounts of Members at the end of each Incentive Period and credited to the Special Member Account. An “Incentive Period” with respect to a Member begins on the day of such Member’s contribution of capital to the Fund or on the day immediately following the last calendar day of the preceding Incentive Period and ends at the close of business on the first to occur of the following dates: (1) the last day of each taxable year, (2) the date of a repurchase of all or a portion of a Member’s Interest, or (3) the date of the termination of the Subadviser. The Subadviser will be paid a performance fee by the Adviser equal to the amount of the Performance Allocation. For purposes of the Performance Allocation, a Member that makes multiple capital contributions will have a separate sub-Capital Account for each contribution. Because the Performance Allocation is charged against each sub-Capital Account separately, it is possible that a Member with multiple sub-Capital Accounts could be charged the Performance Allocation for certain of its sub-Capital Accounts and not others. After each time the Performance Allocation is charged, the Fund may combine such sub-Capital Accounts with respect to a Member, as appropriate. The Performance Allocation for each Incentive Period is equal to 10% of the amount, if any, of: (1) the net profits allocated to each Member’s Capital Account(s) for the Incentive Period in excess of any net losses so allocated for such Incentive Period; above (2) any Loss Carryforward Amount(s) (as defined below) applicable to a Member’s Capital Account. If, for any Incentive Period, net losses allocated to a Member’s Capital Account exceed net profits so allocated, a “Loss Carryforward Amount” in the amount of such excess will be established for that Capital Account. Loss Carryforward Amounts are cumulative with respect to prior Incentive Periods, and no Performance Allocation is debited from a Member’s Capital Account until subsequent allocations of net profits reduce that Capital Account’s Loss Carryforward Amount(s) to (but not below) zero. This establishes what is commonly referred to as a “high water mark” with respect to Performance Allocation calculations. The Loss Carryforward Amount will be reduced proportionally with respect to any transfers, distributions, withdrawals and repurchases applicable to a Member’s Capital Account.
Investment Fund Fees	The Fund also indirectly bears fees and expenses as an investor in Investment Funds, which includes a management fee and, with respect to most Investment Funds, incentive compensation to the Investment Manager equal to a percentage of the appreciation of the applicable Investment Fund as of the end of each performance period for which such incentive compensation is determined. Each Investment Fund will also incur transactional expenses, including brokerage costs and margin interest costs, and fees and expenses of service providers, such as a custodian and administrator. Because the fees and expenses of Investment Funds reduce the net return to the Fund, a Member indirectly bears these expenses and fees. See “FEES AND EXPENSES” for more information.
Administrator	The Bank of New York Mellon, through its wholly owned subsidiary, BNY Mellon Investment Servicing (U.S.) Inc. (“Administrator”) serves as the administrator for the Fund. The Administrator performs certain administration, accounting and investor services for the Fund. In consideration for these services, the Fund pays the Administrator a fee (the “Administration Fee”), which is based on the beginning of month net asset value of the Fund. In addition, the Administrator charges fees for legal, transfer agency, compliance, and certain other services and is entitled to reimbursement of certain expenses.

Custodian	The Bank of New York Mellon (“Custodian”) serves as the custodian for the Fund. Pursuant to a custodian agreement, in consideration for these services, the Fund pays the Custodian a fee (the “Custodian Fee”), which is based on the month-end net asset value of the Fund. The Custodian maintains custody of the Fund’s assets and is paid a fee for such services. The Custodian also charges for transaction-related costs and is entitled to reimbursement of certain expenses.
Organizational Expenses	The Fund will pay its start-up, offering and organizational expenses. These expenses include the cost of preparing this Memorandum and the Fund’s Limited Liability Company Agreement (the “LLC Agreement”), the expenses incurred in offering and selling Interests, and other legal, accounting, and administrative expenses related thereto. Organizational costs will be incurred as an expense at the time of commencement of operations, and remaining offering costs will be amortized over the Fund’s first 12 months of operation. See “FEES AND EXPENSES” for more information.
Other Expenses	In addition to the foregoing, the Fund will be responsible for its investment and operating expenses, fees associated with certain computer research tools exclusively utilized by or for the Fund, borrowing costs and related interest expenses, accounting fees and expenses (including, without limitation, audit and tax preparation) and other professional fees and expenses (including, without limitation, fees and travel-related expenses of the members of the Board who are not employees of the Adviser or employees of any affiliate of the Adviser), legal expenses, extraordinary expenses, federal, state and local taxes payable by the Fund in connection with its business and other expenses, including, without limitation, the Administration Fee and Custodian Fee. See “FEES AND EXPENSES” for more information.
Expense Limitation Agreement	Through the later of (i) January 31, 2012, or (ii) twelve months from the date the Fund commences operations, the Adviser agrees to waive its fees and/or reimburse the Fund for its expenses to the extent necessary to limit the total annualized expenses of the Fund (excluding the Fund’s borrowing and other investment-related costs and fees (including any Investment Fund fees and expenses and the Fund’s Performance Allocation (if any)), taxes, litigation and indemnification expenses, judgments and other extraordinary expenses not incurred in the ordinary course of the Fund’s business) including, for the avoidance of doubt, the Fund’s start-up, offering and organizational expenses, to 1.00% annually of the Fund’s average net assets (2.00% annually, including the Adviser’s management fee) (“Expense Limitation Agreement”). In addition, the Adviser is permitted to recover from the Fund expenses it has borne (whether through reduction of its management fee or otherwise) in later periods to the extent that the Fund’s expenses fall below the annual rate of 2.00%. The Fund, however, is not obligated to pay any such amount more than three years after the end of the fiscal year in which the Adviser deferred a fee or reimbursed an expense. Any such recovery by the Adviser will not cause the Fund to exceed the annual limitation rate set forth above.
Investor Eligibility	Each investor in the Fund must certify that the Interests subscribed for are being acquired for the account of an Eligible Investor. To be an Eligible Investor, an investor must, among other things, be an “accredited investor,” as defined in Regulation D under the Securities Act of 1933, as amended (the “1933 Act”) and a “qualified client” within the meaning of Rule 205-3 under the Advisers Act. After initial purchase, existing Members will be required to verify their status as Eligible Investors at the time of any additional contributions. The qualifications required to invest in the Fund appear in a subscription agreement (the “Subscription Agreement”) that must be completed by each prospective investor. The Subscription Agreement is attached to this Memorandum. See “SUBSCRIPTIONS FOR INTERESTS — Member Qualifications”.
Member Suitability	An investment in the Fund involves substantial risks. It is possible that a Member may lose some or all of the Member’s investment. Before making an investment decision, a prospective investor and/or a prospective investor’s representative must (i) consider the suitability of this investment with respect to the prospective investor’s personal investment objectives and individual situation and (ii) consider factors, such as the prospective investor’s personal net worth, income, age, risk tolerance and liquidity needs. See “RISK FACTORS” for more information. Short-term prospective investors, prospective investors with immediate liquidity needs and

	prospective investors who cannot bear the loss of some or all of their investment or the risks associated with the limited liquidity of an investment in the Fund should not invest in the Fund.
ERISA Plans and Other Tax-Exempt Members	Investors subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and other tax-exempt entities, including employee benefit plans, individual retirement accounts (“IRAs”), and 401(k) and Keogh Plans (collectively, “ERISA Plans”) may purchase Interests. Because the Fund is an investment company registered under the 1940 Act, the underlying assets of the Fund will not be considered to be “plan assets” of an ERISA Plan investing in the Fund for purposes of ERISA’s fiduciary responsibility and prohibited transaction rules. Thus, neither the Adviser nor the Subadviser will be a fiduciary within the meaning of ERISA with respect to the assets of any ERISA Plan that becomes a Member, solely as a result of the ERISA Plan’s investment in the Fund. See “EMPLOYEE BENEFIT PLAN CONSIDERATIONS.” Tax-exempt investors should be aware, however, that a portion of the Fund’s income may constitute unrelated business taxable income (“UBTI”) with respect to such investors. See “TAXES.”
The Offering	The placement agent and wholesaling agent for the Fund is Alternative Strategies Brokerage Services, Inc. (the “Placement Agent”), an affiliate of the Adviser. The Placement Agent may appoint other broker dealers as sub-placement agents, including affiliates of the Subadviser. The Placement Agent also acts primarily as a “wholesaler” and, as such, educates and provides additional services with respect to the Fund to other brokers and financial institutions that may not be the ultimate beneficial owners of such Interests. The Placement Agent or other intermediaries that enter into agreements with the Placement Agent may charge an investor a fee for their services in conjunction with an investment in the Fund and/or maintenance of Member accounts. Such a fee will be in addition to any fees charged or paid by the Fund and is not a Fund expense. Members should direct any questions regarding any such fees to the relevant intermediary. The Fund in the future may engage additional placement agents. The Adviser or its affiliates also may pay from their own resources (including from fees attributable to the Fund) compensation to the Placement Agent, to other of their affiliates, and to broker-dealers and other intermediaries (“Intermediaries”), in connection with subscriptions for and/or placement of Interests or servicing of Members. Such payments do not affect the Adviser’s payment of a portion of the Management Fee to the Subadviser. Intermediaries and their personnel (who themselves may receive all or a substantial part of the relevant payments) may receive greater compensation in connection with subscriptions for Interests than they would have received in connection with subscriptions for shares of other investment funds. Prospective investors should be aware that these payments could create incentives on the part of an Intermediary to view the Fund more favorably relative to investment funds not making payments of this nature or making smaller such payments. Such payments may be different for different Intermediaries. A prospective investor with questions regarding these arrangements may obtain additional detail by contacting the relevant Intermediary directly. See “DISTRIBUTION ARRANGEMENTS” for more information. The Fund intends to seek exemptive relief from the SEC to offer classes of Interests with terms different from those described herein. The fees and expenses of such future classes (apart from the Management Fee) may vary from the initial Interests offered and will be offered under a revised memorandum if and when any such relief is obtained. The Fund intends to accept initial and additional subscriptions for Interests only once each month, effective as of the opening of business on the first calendar day of the month (each such day, a “Subscription Date”). In order to subscribe to the Fund, investors must complete and return to the appropriate party (as set forth in the Subscription Agreement) one (1) copy of the Subscription Agreement by at least the number of Business Days prior to the Subscription Date that is described in the applicable Subscription Agreement. Investors must remit the full purchase price of their subscription three (3) Business Days prior to the Subscription Date. Subscription proceeds must be delivered by wire. The Fund will not accept checks. “Business Day” means a day on which banks are ordinarily open for normal banking business in New York or such other day or days as the Board may determine in its sole and absolute discretion.

	The minimum initial investment in the Fund is $50,000. The minimum additional investment is $10,000, in whole increments of $1,000. The minimum initial and minimum additional investment requirements may be reduced or increased by the Board. No certificates will be issued for Interests. Interests will not be registered under the 1933 Act, or the securities laws of any state or any other jurisdiction, nor is any such registration contemplated. See “SUBSCRIPTIONS FOR INTERESTS — Subscription Terms” and “DISTRIBUTION ARRANGEMENTS” for more information.
Closed-End Fund Structure: Limited Liquidity and Transfer Restrictions	The Fund has been organized as a non-diversified closed-end management investment company. Closed-end funds differ from open-end management investment companies, commonly known as mutual funds, in that closed-end fund shareholders do not have the right to redeem their shares. In order to meet daily redemption requests, mutual funds are subject to more stringent regulatory limitations than closed-end funds. In particular, a mutual fund generally may not invest more than 15% of its assets in illiquid securities. Because Investment Fund investments, which will generally be private Investment Funds, are generally illiquid, the Fund is organized as a closed-end fund. See “RISK FACTORS” for more information. The Fund will not list the Interests on any securities exchange, and it is not expected that any secondary market will develop for the Interests. In addition, Interests are subject to significant transfer restrictions. Members should not expect that they will be able to transfer Interests. Because the Fund is a closed-end fund, Members will have no right to require the Fund to redeem their Interests. As described below, however, in order to provide a limited degree of liquidity, the Fund will consider whether to conduct quarterly repurchase offers for outstanding Interests. An investment in the Fund is suitable only for Members who can bear the risks associated with the limited liquidity of the Interests. Purchases of Interests should be viewed as long-term investments. See “RISK FACTORS — Principal Risk Factors Relating to the Fund’s Structure — Limited Liquidity” and “RISK FACTORS — Principal Risk Factors Relating to the Investment Funds and Direct Investments — Illiquid Investments” and “— Restricted Securities” for more information.
Tender Offers and Other Repurchases of Interests by the Fund	Because the Fund is a closed-end fund, and Members do not have the right to require the Fund to redeem Interests, the Fund may from time to time offer to repurchase Interests pursuant to written tenders by Members, in order to provide a limited degree of liquidity to Members. Repurchases will be made at such times, in such amounts and on such terms as may be determined by the Board, in its sole discretion. In determining whether the Fund should offer to repurchase Interests, the Board will consider a variety of operational, business and economic factors. The Adviser expects to recommend ordinarily that the Board authorize the Fund to offer to repurchase Interests from Members quarterly with March 31, June 30, September 30 and December 31 valuation dates. The Adviser currently expects that it will recommend to the Board that the Fund make its initial offer to repurchase Interests from Members with a valuation date of September 30, 2011. Members tendering Interests for repurchase will be asked to give written notice of their intent to do so by the date specified in the notice describing the terms of the applicable repurchase offer, which date will be approximately ninety-five days prior to the date of repurchase by the Fund. See “REPURCHASES AND TRANSFERS OF INTERESTS” for more information. If the interval between the date of purchase of Interests and the valuation date with respect to the repurchase of such Interests is less than one year then such repurchase will be subject to a 2.00% early withdrawal fee payable to the Fund. In determining whether the repurchase of a Member’s Interests is subject to an early withdrawal fee, the Member’s Interests held the longest will be repurchased. In order to finance the repurchase of Interests pursuant to the tender offers, the Fund generally will find it necessary to liquidate a portion of its interests in Investment Funds. The Fund may effect withdrawals from certain Investment Funds only at certain specified times. The Fund may

	not be able to withdraw from certain Investment Funds promptly after it has made a decision to do so, which may result in a loss and adversely affect the Fund’s investment return. There are no assurances that the Board will, in fact, decide to undertake any such repurchase offer. The Fund will make any repurchase offers to all of its Members on the same terms in accordance with applicable legal requirements. Subject to the Fund’s investment restriction with respect to borrowings, the Fund may borrow money or issue debt obligations to finance its repurchase obligations pursuant to any such repurchase offer. If a repurchase offer is oversubscribed by Members who tender Interests for repurchase and the Board does not increase the offer, the Fund may repurchase only a pro rata portion of the Interest tendered by each Member. In addition, a Member who tenders for repurchase only a portion of its Interest will be required to maintain a minimum Capital Account balance equal to such amount as may be fixed from time to time by the Board, currently $50,000. The Fund maintains the right to reduce the portion of the Interest to be repurchased from a Member so that the required minimum Capital Account balance is maintained or to repurchase all of the tendering Member’s Interest. Minimum account balance requirements may be waived in the Fund’s discretion. The Fund has the right to repurchase Interests of Members if the Board determines that the repurchase is in the best interest of the Fund or upon the occurrence of certain events specified in the LLC Agreement, including, but not limited to, Members’ attempted transfers in violation of the transfer restrictions described above. See “REPURCHASES AND TRANSFERS OF INTERESTS — No Right of Redemption” and “— Repurchases of Interests” for more information. The Investment Funds may be permitted to distribute securities in-kind to investors making redemptions or withdrawals of capital. The Fund therefore may receive securities that are illiquid or difficult to value, which may cause the Fund to incur certain expenses or losses in connection with the valuation or disposition of such securities. In such circumstances, the Subadviser in consultation with the Adviser will determine whether to attempt to liquidate the security, hold it in the Fund’s portfolio or distribute it to investors in the Fund in connection with an Interest repurchase by the Fund.
Taxation	The Fund intends to operate as a partnership and not as an association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”). The Fund should not be subject to U.S. federal income tax, and each Member will be required to report on its own annual tax return, to the extent required, the Member’s distributive share of the Fund’s taxable income or loss. If the Fund were determined to be an association or a publicly traded partnership taxable as a corporation, the taxable income of the Fund would be subject to corporate income tax and any distributions of profits from the Fund would be treated as dividends. See “TAXES” for more information.
Distribution Policy	The Fund does not presently intend to make periodic distributions of its net income or gains, if any, to Members. The amount and times of distributions, if any, will be determined in the sole and absolute discretion of the Fund’s Board. Whether or not distributions are made, Members will be required each year to pay any applicable taxes. See “TAXES” for more information.
Allocation of Net Profits and Losses	The net profits or net losses of the Fund (including, without limitation, net realized gains or losses and the net change in unrealized appreciation or depreciation of securities positions) will be reflected in each Member’s Capital Account on an ongoing basis. See “INTERESTS AND CAPITAL ACCOUNTS — Allocation of Net Profits and Losses” for more information.
Provision of Tax and Other Information to Members	The Fund will file an annual partnership information return with the Internal Revenue Service (“Service”) reporting the results of its operations. After the end of each calendar year, the Fund will distribute to Members federal income tax information reasonably necessary to enable each Member to report its distributive share of the Fund’s partnership items. Each Member must treat partnership items reported on the Fund’s returns consistently on the Member’s own returns, unless the Member files a statement with the Service disclosing the inconsistency. The Fund anticipates sending Members a semi-annual report and an audited annual report within sixty (60) days after

	the close of the period for which the report is being made, or as otherwise required by the 1940 Act. It is not likely that the Fund will receive tax information from Investment Funds in a sufficiently timely manner to enable the Fund to prepare its information return in time for Members to file their returns without requesting an extension of the time to file from the Service or state taxing agencies. Accordingly, Members will be required to obtain extensions of time to file their tax returns. See “TAXES” and “Fiscal Year” below.
Fiscal Year	The fiscal year of the Fund shall end on March 31, with the taxable year ending on December 31.
Risk Factors	The purchase of Interests is a speculative investment, entails significant risk and should not be considered a complete investment program. An investment in the Fund provides for only limited liquidity, if any, and is suitable only for persons who can afford to lose the entire amount of their investment. There can be no assurance that the investment strategy employed by the Adviser, the Subadviser or the Investment Funds will be successful. The following is a brief summary of risk factors associated with an investment in the Fund and is not intended to be complete. For more information, see “RISK FACTORS.” Limited Liquidity. The Fund is a closed-end management investment company designed primarily for long-term investment and is not intended to be a trading vehicle. Interests are not readily marketable, and Members must be prepared to hold Interests for an indefinite period of time. Because the Fund is a closed-end management investment company, Members will have no right to require the Fund to redeem their Interests. Investment Strategies. The success of the Fund depends on the Subadviser’s ability to select and allocate among individual investment strategies, Investment Funds and other direct investments, and the ability of each Investment Manager to select investments, interpret market data correctly, predict future market movements and otherwise implement its investment strategy. Changes in Investment Strategies. The allocation of the Fund to any particular investment strategy may be increased, decreased or otherwise revised at any time, without the consent of or notice to the Members. Any such decision to engage in a new activity or alter the Fund’s existing investment strategies could result in the exposure of the Fund’s capital to additional risks that may be substantial. Conflicts of Interest. The Adviser, the Subadviser and the Investment Managers may render advisory services to a number of persons, including pooled investment vehicles and separately managed accounts, which may have varying investment objectives and different investment portfolios, and the fees earned by the Adviser or Subadviser may vary between accounts. The Adviser’s, Subadviser’s or an Investment Manager’s activities on behalf of its other clients may from time to time disadvantage the Fund or an Investment Fund in which the Fund has invested. For example, the market may be unable to fully absorb orders for the purchase or sale of particular investments placed by the Adviser, the Subadviser or an Investment Manager for its client (the Fund or Investment Fund, as the case may be) and other clients at prices and in quantities that would be obtainable if the same were being placed only by the Fund or Investment Fund. In addition, employees of the Subadviser and their families hold, and may hold in the future, investments in other accounts managed by the Subadviser. Employees of the Adviser and Subadviser may hold Interests in the Fund and in Investment Funds in which the Fund may invest. Such investments may create an incentive for the Subadviser to favor certain accounts over others. Investment Risks in General. The Fund will engage in highly speculative investment strategies. The prices of securities and derivative instruments in which some of the Investment Funds will invest, or in which the Fund may invest directly, may be volatile.

Borrowing and Use of Leverage. The use of leverage by the Fund magnifies both the favorable and unfavorable effects of price movements of an Investment Fund. Although the Fund does not generally expect to borrow money for investment purposes, it may do so when deemed appropriate by the Subadviser. The Fund is also authorized to borrow money on a temporary basis (e.g., to meet repurchase requests or to facilitate reallocation of assets among the Investment Funds). Borrowing may also be used by the Fund for cash management purposes, such as to pay miscellaneous expenses as they arise. The Fund may experience the effects of leverage indirectly through the use of leverage by the Investment Funds in which it invests. In addition, the Fund may from time to time make investments in derivative or other instruments, such as futures contracts or swaps, that provide a form of leverage. Any such direct investments will be made only in accordance with the requirements of the 1940 Act and the SEC relating to “senior securities.”

Layering of Fees. The Fund’s fees and expenses, including the Management Fee and the Performance Allocation, will result in greater expense than would be associated with direct investments in the Investment Funds. The Fund will pay for its own direct expenses and management costs, as well as its pro rata share of the expenses and management costs directly and indirectly incurred by the Investment Funds in which it invests.

Lack of Operating History. The Fund does not have an operating history. Certain of the Investment Funds in which the Fund invests may have limited or no operating histories.

Investments in Other Funds. The Fund has no control of, and will not seek to influence, the trading policies or strategies, brokerage arrangements, or operations of the Investment Funds in which it will invest.

Inability to Vote; Waiver of Voting Rights. To the extent the Fund purchases non-voting interests of, or contractually foregoes the right to vote its interests in, an Investment Fund, it may not be able to vote on matters that require the approval of the investors of the Investment Fund, including matters that could adversely affect the Fund’s investment in such Investment Fund.

1940 Act Restrictions. The 1940 Act imposes certain restrictions on the ability of the Fund to invest in Investment Funds. In order to invest in private Investment Funds, which are not registered as investment companies under the 1940 Act, the Fund generally must be a “qualified purchaser” as defined in the 1940 Act, which requires the Fund to have at least $25 million in net investment assets. In addition, the 1940 Act generally prohibits the Fund from acquiring in excess of 3.00% of the voting interests of Investment Funds that are registered investment companies, including mutual funds and exchange-traded funds (“ETFs”). Registered Investment Funds in which the Fund may invest are in turn subject to extensive regulation and restrictions under the 1940 Act. The rules and regulations under the 1940 Act may require the Fund to limit its position in any one Investment Fund in accordance with applicable regulatory requirements, as may be determined by the Fund in consultation with its counsel. These restrictions could change from time to time as applicable laws, rules or interpretations thereof are modified. The Fund could nevertheless be deemed in some circumstances to be an affiliated person of an Investment Fund and therefore subject to certain 1940 Act prohibitions with respect to affiliated transactions.

Allocation Among Investments. The Fund’s success will depend on the selection of Investment Funds, as well as direct investments that the Fund may make. The performance of the Fund may be affected by the ability of the Fund to add new Investment Funds and the acquisition or disposition of investments at appropriate times.

Tax Risks. There are certain tax risks associated with an investment in the Fund, including without limitation with respect to tax positions taken by and tax estimates made by the Fund and the Investment Funds held by the Fund, as well as the potential for legislative or regulatory change that could impact the Fund. There can be no assurance that positions taken or estimates made by the Fund or the Investment Funds will be accepted by tax authorities. See “TAXES” for more information.

Changes in United States Law. Changes in the state and Federal laws applicable to the Fund, or applicable to the Investment Managers, Investment Funds and other securities or instruments in which the Fund may invest, may negatively affect the Fund’s returns to Members. The Fund may need to modify its investment strategies in the future in order to satisfy new regulatory requirements or to compete in a changed business environment.

Repurchases of Interests. Substantial repurchases of Interests within a limited period of time could require the Fund to liquidate positions more rapidly than would otherwise be desirable. Tender offers conducted by the Fund in order to repurchase Interests will generate expenses for the Fund, which may be borne in part by non-redeeming Members. Quarterly tender offers, if conducted by the Fund, will result in higher expenses than if the Fund were to offer to repurchase Interests on a less frequent basis.

Mandatory Repurchase. The Fund has the right to require the repurchase of a Member’s Interest and thus the complete or partial withdrawal of a Member, subject to the limitations of the 1940 Act. See “REPURCHASE AND TRANSFER OF INTERESTS — Mandatory Repurchase by the Fund” for more information.

Employee Benefit Plan Matters. Most pension and profit sharing plans are subject to provisions of the Code, ERISA, or both, which may be relevant to a decision as to whether such a prospective investor should invest in the Fund. For example, tax-exempt investors should be aware that a portion of the Fund’s income may constitute UBTI with respect to such investors. See “TAXES” and “EMPLOYEE BENEFIT PLAN CONSIDERATIONS” for more information.

Custody Risk. The Investment Funds generally are not required to hold custody of their assets in accordance with the requirements of the 1940 Act and the rules thereunder. As a result, bankruptcy or fraud at institutions, such as brokerage firms, banks or administrators, into whose custody those Investment Funds have placed their assets could impair the operational capabilities or the capital position of the Investment Funds and may, in turn, have an adverse impact on the Fund.

Valuation and Estimates. The Fund has limited ability to assess the accuracy of the valuations received from certain Investment Funds with which the Fund invests. See “CALCULATION OF NET ASSET VALUE” for more information.

Non-Diversified Status. The Fund is a “non-diversified” investment company. The portfolio of the Fund may, therefore, be subject to greater risk than the portfolio of a similar fund that diversifies its investments.

investments. A person should not acquire an Interest unless such person is willing to entrust the Adviser, the Subadviser, and the Investment Funds (and respective Investment Managers) selected for the Fund, with the management of such person’s assets.

Risk of Performance-Based Fees or Allocations. The performance-based fees or allocations to the Subadviser and Investment Managers may create an incentive for the Subadviser and Investment Managers to make investments that are riskier or more speculative than those that might have been made in the absence of performance-based fees or allocations. In addition, because a performance-based fee or allocation will generally be calculated on a basis that includes unrealized appreciation of the Fund’s or an Investment Fund’s assets, the fee or allocation may be greater than if it were based solely on realized gains. Moreover, each Investment Manager will receive any performance-based fees or allocations to which it is entitled irrespective of the performance of the other Investment Funds and the Fund generally. Accordingly, an Investment Manager with positive performance may receive performance-based compensation from the Fund, which will be borne indirectly by Members, even if the Fund’s overall returns are negative.

Offsetting Trades by Investment Managers. Investment decisions for Investment Funds are made by Investment Managers independently of each other. As a result, at any particular time, one Investment Fund may be purchasing shares of an issuer whose shares are being sold by another Investment Fund. Consequently, the Fund could incur indirectly certain transaction costs without accomplishing any net investment result.

Limited Liquidity of Investment Funds. The Fund may make additional investments in or effect withdrawals from Investment Funds only at certain specified times. For example, many Investment Funds impose lock-up periods prior to allowing withdrawals, which can be two years or longer from the date of the Fund’s investment. After expiration of the lock-up period, withdrawals typically are permitted only on a limited basis. Moreover, certain Investment Funds may amend their liquidity provisions or otherwise further restrict the Fund’s ability to make withdrawals from those Investment Funds by creating “side pockets,” imposing gates, suspending the right for investors to withdraw or through other mechanisms. Accordingly, the Fund may not be able to withdraw its investment in an Investment Fund promptly after it has made a decision to do so, which may result in a loss and adversely affect the Fund’s investment returns. Limitations on the Fund’s ability to withdraw its assets from Investment Funds may also limit the Fund’s ability to conduct a repurchase offer. Because the primary source of funds to repurchase Interests will be withdrawals from Investment Funds, the application of these lock-ups and other withdrawal limitations may significantly limit the Fund’s ability to repurchase its Interests.

Investment Fund Risk. In addition to the above risks of the Fund, investors are subject to the risks of the Investment Funds in which the Fund may invest. There are many risks associated with such investments, including that the Fund could lose all or part of its investment in any Investment Fund. Please see and read “RISK FACTORS – Principal Risks Relating to Investment Funds and Direct Investments” carefully.

Prospective investors in the Fund should review carefully the discussion under the captions “RISK FACTORS” for a more complete description of the risks associated with investment in the Fund.

SUMMARY OF FEES AND EXPENSES

The following Fee Table and Example summarize the estimated aggregate expenses of the Fund and are intended to assist prospective investors in understanding the anticipated costs and expenses that they will bear directly or indirectly by investing in the Fund. The expenses associated with investing in a fund of funds, such as the Fund, are generally higher than those associated with other types of funds. This is because funds of funds also indirectly pay a portion of the fees and expenses charged at the underlying fund level. Consequently, investors in the Fund pay more than one layer of fees. The Fund’s investments in private Investment Funds may involve higher fees and expenses, including performance-based compensation to Investment Managers, relative to the investments in public Investment Funds or other investments.

Fee Table

	Fund
Member Transaction Expenses
Sales Load (as a percentage of the capital contribution) (1)	None
Early withdrawal fee (as a percentage of repurchase proceeds) (2)	2.00%
Annual Expenses (as a percentage of net assets attributable to Interests)
Management Fees	1.00%
Performance Allocation (held in Special Member Account) (3)	10% of net profits
Other Expenses (4)	1.35%
Acquired Fund (Investment Fund) Fees and Expenses (5)	5.18%
Expense Reimbursement	0.35%
Total Annual Expenses (other than Performance Allocation) (6)	7.18%

(1) The Placement Agent and wholesaling agent for the Fund is Alternative Strategies Brokerage Services, Inc. The Placement Agent or other Intermediaries that enter into agreements with the Placement Agent may charge an investor a fee for their services in conjunction with an investment in the Fund and/or maintenance of Member accounts. Any such fee will be in addition to any fees charged or paid by the Fund and is not a Fund expense. Members should direct any questions regarding any such fees to the relevant Intermediary. The Fund in the future may engage additional placement agents.

(2) If the interval between the date of purchase of an Interest and the valuation date with respect to the repurchase of such Interest is less than one year then such repurchase will be subject to a 2.00% early withdrawal fee payable to the Fund. In determining whether the repurchase of an Interest is subject to an early withdrawal fee, the Fund will repurchase that portion of the Interest held the longest first.

(3) In addition to the Management Fee, the Fund will pay the Adviser a Performance Allocation for each Incentive Period equal in the aggregate to 10% of the excess, if any, of (a) profit net of losses (after taking into account expenses, including the Management Fee but not, for the avoidance of doubt, any Performance Allocation) allocated to Member’s Capital Account(s) for such Incentive Period over (b) the Loss Carryforward Amount as of the end of the prior Incentive Period. For any Capital Account, a Member’s “Loss Carryforward Amount” for each Incentive Period is increased or decreased, but not below zero, by the positive or negative difference between the net losses over net profits allocated to the Member. The Performance Allocation, if any, will be debited from a Member’s Capital Account and credited to the Special Member Account. The Performance Allocation for any Incentive Period will be paid as of the end of such Incentive Period (i.e., the last day of the fiscal year during which it has accrued, upon an earlier repurchase from a Capital Account or upon an earlier termination of the Subadviser). The Subadviser will be paid a performance fee by the Adviser equal to the amount of the Performance Allocation received by the Adviser from the Fund. Generally, a Performance Allocation will only be payable if the Fund’s performance is positive and exceeds the high water mark.

(4) Based on projected asset growth in the first twelve (12) months of operations, “Other Expenses” are estimated based on 1.35% of average net assets of $60,779,717 million. Other Expenses include expenses other than the

Management Fees that the Fund will bear directly, including for its investment and operating expenses, borrowing costs and related interest expenses, accounting fees and expenses (including, without limitation, audit and tax preparation) and other professional fees and expenses (including, without limitation, fees and travel-related expenses of the members of the Board who are not employees of the Adviser or employees of any affiliate of the Adviser), legal expenses, extraordinary expenses, federal, state and local taxes payable by the Fund in connection with its business, and other expenses, including, without limitation, the Administration Fee and Custodian Fee and certain out-of-pocket expenses incurred by the Adviser (including fees associated with certain computer research tools exclusively utilized by or for the Fund), as set forth in the advisory agreement between the Adviser and the Fund. The Subadviser will bear any expenses it incurs relating to its own third-party research and ongoing due diligence obligations. See “FEES AND EXPENSES — Administrative, Accounting, Custody, Transfer Agent and Registrar Services” for more information. See footnote (4) below accompanying “Acquired Fund (Investment Fund) Fees and Expenses.”

(5) The Acquired Fund (Investment Fund) Fees and Expenses include the Fund’s share of the fees and expenses of the underlying Investment Funds in which the Fund invests, including trading and investment expenses, management fees, administration fees, professional fees, incentive compensation and other operating expenses. Trading expenses may include interest expenses and dividends paid on investments sold short, which are the byproduct of leveraging or hedging activities engaged in by Investment Funds in order to seek to enhance or preserve the Investment Funds’ returns. Of the approximately 5.18% representing estimated costs incurred at the underlying Investment Fund level, such costs are estimated to consist of approximately 1.29% in management fees, approximately 1.31% in other expenses (interest, trading, etc.) and approximately 2.58% in incentive compensation.

The Acquired Fund (Investment Fund) Fees and Expenses were estimated in good faith by the Adviser. Based on extreme market movements, such as those experienced in 2008-2009, the figures can be expected to change, potentially significantly. There are several components that go into the calculation and, for some Investment Funds, complete, current information is not available. Generally, the calculation is based on the most recent audited shareholder reports, the most recent investor communication (which, in some cases, may be the Investment Funds’ offering documents) or other materials/communications from the Investment Funds. The fees and expenses disclosed above are based on historic earnings of the Investment Funds, which may (and which should be expected to) change substantially over time and, therefore, significantly affect Acquired Fund (Investment Fund) Fees and Expenses. In addition, the Investment Funds held by the Fund will change, which further impacts the calculation of the Acquired Fund (Investment Fund) Fees and Expenses. Generally, management fees payable to Investment Managers of the Investment Funds will range from 0.50% to 3.00% (annualized) of the average net asset value of the Fund’s investment in such Investment Funds. In addition, most Investment Managers charge incentive compensation based on a percentage of the appreciation of the applicable Investment Fund over a specific performance period. Such percentage typically ranges from 15.00% to 30.00%, although it is possible that such range may be exceeded for certain Investment Managers. Actual Acquired Fund (Investment Fund) Fees and Expenses in the future may be substantially higher or lower because the performance fees paid to some Investment Managers may fluctuate over time. The amounts charged by the underlying Investment Funds are not paid to the Adviser or the Subadviser and represent the costs incurred indirectly by investing in the Investment Funds.

(6) The “Total Annual Expenses” disclosed above will differ significantly from the ratio of expenses to average net assets (i.e., the Fund’s expense ratio) that will be included in the financial statements in the Fund’s annual report because (a) the Fund’s financial statements will depict the Fund’s expenses and (b) the Fund’s financial statements will not include the portion of Acquired Fund (Investment Fund) Fees and Expenses that represent costs incurred at the Investment Fund level, as required to be disclosed in the above table. Pursuant to the Expense Limitation Agreement, through the later of (i) January 31, 2012, or (ii) twelve months from the date the Fund commences operations, the Adviser agrees to waive its fees and/or reimburse the Fund for its expenses to the extent necessary to limit the total annualized expenses of the Fund (excluding the Fund’s borrowing and other investment-related costs and fees (including any Investment Fund fees and expenses and the Fund’s Performance Allocation (if any)), taxes, litigation and indemnification expenses, judgments and other extraordinary expenses not incurred in the ordinary course of the Fund’s business) including, for the avoidance of doubt, the Fund’s start-up, offering and organizational expenses, to 1.00% annually of the Fund’s average net assets (2.00% annually, including the Adviser’s management fee). In addition, the Adviser is permitted to recover from the Fund expenses it has borne (whether through reduction of its management fee or otherwise) in later periods to the extent that the Fund’s expenses fall below the annual rate of 2.00%. The Fund, however, is not obligated to pay any such amount more than three years after the

end of the fiscal year in which the Adviser deferred a fee or reimbursed an expense. Any such recovery by the Adviser will not cause the Fund to exceed the annual limitation rate set forth above.

For a more complete description of the various fees and expenses of the Fund, see “FEES AND EXPENSES.”

Example

The Example assumes (i) a $1,000 investment in the Fund for the time periods indicated, (ii) a 5.00% return each year and (iii) that the Fund’s operating expenses remain the same.

Although actual costs may be higher or lower, based on the foregoing assumptions, a prospective investor would pay the following expenses if the Member subsequently tendered for repurchase its Interest in full at the end of those periods:


Example	Cumulative Expenses Paid for the Period of:
	1 Year	3 Years	5 Years	10 Years
A prospective investor would pay the following expenses on a $1,000 investment, assuming a 5.00% annual return throughout the periods
	$79	$247	$430	$967

The purpose of the Example is to assist a prospective investor in understanding the various costs and expenses that a Member of the Fund will bear directly or indirectly. The Example is based on the fees and expenses set forth above including the Acquired Fund Fees and Expenses, and should not be considered a representation of future expenses. Actual expenses may be higher or lower than those shown. Moreover, the rate of return of the Fund may be greater or less than the hypothetical 5.00% return used in the Example. The Example does not include the Performance Allocation, which, if included, would result in higher expenses. A greater rate of return than that used in the Example would increase the amount of certain fees and expenses paid by the Fund, including the Performance Allocation. The Example is based on the Fund’s estimated total annual expenses. For more complete descriptions of various costs and expenses, see “FEES AND EXPENSES.”

THE FUND

General

The Fund is a newly-formed Delaware limited liability company registered under the 1940 Act as a closed-end management investment company. The Fund is classified as a non-diversified management investment company under the 1940 Act. The Fund was organized under the laws of Delaware on November 19, 2010 and has no operating history. Eligible Investors who purchase Interests in the Fund and other persons who acquire Interests and are admitted to the Fund by the Board will become Members of the Fund.

The Fund will have its principal offices at c/o Alternative Strategies Group, Inc., 401 South Tryon Street, Charlotte, NC 28202, or at such other place as may be designated from time to time by the Board. The Adviser’s telephone number is (866) 440-7460. Investment advisory services are provided to the Fund by the Adviser pursuant to an investment advisory agreement dated December 10, 2010 (the “Advisory Agreement”) and by the Subadviser pursuant to an investment subadvisory agreement dated December 10, 2010 (the “Subadvisory Agreement”). Responsibility for monitoring and overseeing the Fund’s management and operation is vested in the individuals who serve on the Board. See “MANAGEMENT – The Board of Managers of the Fund” for more information.

Structure

The Fund is a specialized investment vehicle that combines certain features of an investment fund not registered under the 1940 Act, often referred to as a “private investment fund,” with those of a registered closed-end management investment company. Private investment funds, such as the Investment Funds, are commingled investment pools that offer their securities privately generally without registration under the 1933 Act or the 1940 Act in large minimum denominations (often over $1 million) to high net worth individual and institutional investors that are limited in number or are required to be “qualified purchasers” as defined in the 1940 Act. Such funds may have limited liquidity and other characteristics that make them suitable only for sophisticated investors. The investment advisers of these funds are usually compensated through asset-based fees and performance-based fees or allocations. Registered closed-end management investment companies are typically organized as corporations, business trusts, limited liability companies or limited partnerships. These registered companies typically impose relatively modest minimum investment requirements, if any, and offer their interests to a broad range of investors. The investment advisers to registered closed-end management investment companies are typically compensated through asset-based (but not performance-based) fees. The Fund is being offered subject to a performance-based fee which may result in higher fees paid by the Fund but also helps align the interests of the Subadviser with those of the Members.

The Fund is similar to a private investment fund, in that it will have limited liquidity and Interests will be sold only to Eligible Investors. Unlike many private investment funds, however, the Fund, as a registered closed-end management investment company, can offer Interests without limiting the number of Eligible Investors that can participate in its investment program or requiring Eligible Investors to be “qualified purchasers.” Although registered under the 1940 Act, Interests will not be registered under the 1933 Act, or the securities laws of any state or any other jurisdiction. The structure of the Fund is designed to permit Members to participate in an investment program without making the more substantial minimum capital commitment that is required by most private investment funds.

As a registered investment company under the 1940 Act, the Fund generally is not permitted to acquire more than 3% of the outstanding voting shares of any Investment Fund that is a registered investment company, although the Subadviser does not anticipate significant investments in registered Investment Funds.

USE OF PROCEEDS

It is expected that the proceeds to the Fund will be invested in accordance with the Fund’s investment objective and policies as soon as practicable after receipt but, in no event, under normal market conditions, later than three months following receipt. There are a number of factors that might cause a delay in the investment of Fund proceeds, including but not limited to, a lack of attractive investment opportunities and delays of the closing dates of

Investment Funds to which the Fund subscribes. Delays in the ability of the Subadviser to invest the Fund’s assets could have an adverse effect on the Fund’s performance.

INVESTMENT PROGRAM OF THE FUND

The investment objective of the Fund is non-fundamental and may be changed by the Board after sixty (60) days notice to Members. Except as otherwise stated in this Memorandum, the investment policies and restrictions of the Fund also are not fundamental. The Fund’s fundamental investment policies are listed in “Investment Program of the Fund—Fundamental Investment Policies” below. The Fund’s investment objective and principal investment strategies are discussed below.

The Fund’s Investment Objective and Principal Strategies

The investment objective of the Fund is to generate consistent long-term capital appreciation with diversification of risk through the use of a “multi-manager, multi-strategy” global investment philosophy. The Fund will attempt to provide diversification across worldwide markets which may include the U.S. and North America, Latin America, Eastern and Western Europe and Asia.

The Fund seeks to achieve its objective by allocating its capital among a select group of Investment Funds managed by experienced Investment Managers employing a variety of alternative investment techniques and strategies. Such strategies include or may include, but are not limited to: long/short equities (global and geographic specific regions), multi-strategy opportunistic, long/short credit, macro and event driven. Such strategies will generally be implemented by Investment Managers across global markets. However, the Fund does not follow a rigid investment policy and is not restricted from participating in any market, strategy or investment other than as set forth hereunder or under the terms of the 1940 Act.

There are many Investment Funds that are not generally available to the investing public. Such Investment Funds often place stringent restrictions on the number of investors from whom they will accept an investment. By investing in these and other Investment Funds, the Fund seeks to provide Members with access to the varied skills and expertise of Investment Managers which may not otherwise be available to investors, while at the same time attempting to lessen the risks and volatility associated with investing through any single Investment Fund. The Fund also enables Members to avoid, to a significant extent, the high minimum investment requirements typically imposed on individual investors investing in private Investment Funds.

The Subadviser is responsible for identifying and researching potential Investment Funds, assessing the suitability of the terms and conditions of such Investment Funds, monitoring the performance of the Investment Managers and allocating and reallocating the Fund’s capital among Investment Funds.

The Subadviser selects Investment Funds on the basis of various criteria, which may include, among other things, an analysis of the Investment Manager’s performance during various time periods and market cycles and/or the Investment Manager’s reputation, experience, investment philosophy and policies and training of its principals and key personnel. The Subadviser may also consider, among other things, whether a prospective Investment Manager has an identifiable track record, recognizable prospects and a substantial personal investment in the Investment Fund or such Investment Manager’s investment program. In addition, the Investment Manager’s ability to provide timely and accurate reporting will be considered. The Subadviser is not limited to selecting Investment Managers with past investment histories and may invest with Investment Managers based on the Subadviser’s assessment of an Investment Manager’s future prospects.

Capital market history shows that very rarely can one particular investment strategy or investment style utilizing an investment strategy provide consistent and/or above-average total return results, either on an absolute or relative basis, over all phases of a cycle in the worldwide equity and fixed income markets. For example, there are periods of time when fixed-income securities outperform equities and vice versa and periods of time when equities with particular characteristics outperform other types of equities. Although these cycles tend to repeat themselves, they do so with little to no regularity. While a particular investment strategy or investment style within an investment strategy may not achieve consistent returns over any given period within a cycle, the Fund’s blend of investment

strategies and investment styles within those strategies is designed to obtain more consistent returns while seeking a reduction of risk and volatility over a complete market cycle.

The Investment Managers of Investment Funds selected by the Subadviser have complete discretion to purchase and sell securities for their respective Investment Funds consistent with the relevant investment advisory agreements, partnership agreements or other governing documents. Such agreements and governing documents generally allow the Investment Managers to change the kinds of investments they make and their techniques for making investments if they believe that such changes are appropriate in view of the then current or expected market, business or economic conditions.

The Fund will bear all management and performance fees of Investment Managers. Management fees typically range from 0.50% to 3.00% (annualized) of the average net asset value of the Fund’s investment in an Investment Fund, and performance fees or allocations generally range from 15.00% to 30.00% of the net capital appreciation in the Fund’s investment in an Investment Fund for a twelve month period. The Fund may seek rebates or reductions of an Investment Fund’s standard fee or allocation, with such rebates or reductions being for the benefit of the Fund.

The identity and number of Investment Funds included in the Fund’s portfolio and the Fund’s allocation of capital among them will change over time. The Subadviser may withdraw from or invest in different Investment Funds without prior notice to or the consent of Members. The Subadviser reserves the right to alter or modify some or all of the Fund’s investment strategies in light of available investment opportunities and to take advantage of changing market conditions if the Subadviser determines that such alterations or modifications are consistent with the investment objective of the Fund, subject to what the Subadviser considers an acceptable level of risk.

Investment Funds will be managed by Investment Managers who are not expected to be affiliated with either the Adviser or the Subadviser. Investment Funds generally have their own investment objectives, strategies and restrictions, over which neither the Adviser nor the Subadviser is expected to have any control or influence.

The Fund’s Investment Program

The Subadviser has been engaged by the Fund and the Adviser to formulate and implement the Fund’s investment program. The Subadviser may seek to control the Fund’s volatility through its selection of Investment Funds that invest in traditional and alternative investments that the Subadviser expects to have reasonably modest correlations.

While the Fund seeks to achieve long-term capital appreciation, it is also concerned with preservation of capital. Consequently, the Subadviser seeks to diversify the Fund’s holdings among broad categories of investment strategies, examples of which are described below. The Subadviser generally expects that the Investment Funds selected for the Fund will implement one or more of the investment strategies summarized below across worldwide markets. Although the Subadviser intends to allocate Fund capital among Investment Funds employing one or more of the strategies described below, the Subadviser does not follow a rigid investment or allocation policy and the Fund’s capital may be deployed in a manner that the Subadviser deems appropriate. The Fund is not restricted from participating in any market, strategy or investment and the Subadviser may alter or modify some or all of the Fund’s investment strategies in light of available investment opportunities and prevailing economic and market conditions if the Subadviser determines that such alterations or modifications are consistent with the Fund’s investment objective, subject to what the Subadviser and the Adviser consider an acceptable level of risk.

Long/Short Equities: Long/Short Equities strategies generally involve taking both long and short positions in equity securities that are deemed to be under or overvalued. Although the combination of long and short investing can provide an element of protection against (but not eliminate) directional market exposure, long/short equities Investment Managers generally do not attempt to neutralize the amount of long and short positions (i.e., they will be net long or net short). Investment Managers may specialize in a particular industry or geographic region, or they may diversify holdings across industries or geographic regions. Investment Managers in this strategy usually employ a low to moderate degree of leverage.

Multi-Strategy Opportunistic: Multi-Strategy Opportunistic strategies generally involve Investment Managers exercising discretion in allocating capital among several types of arbitrage, event-driven and directional strategies (e.g., long/short equities, relative value, long/short credit, activist, volatility trading and capital structure arbitrage).

Capital is opportunistically allocated as such Investment Managers perceive each strategy’s opportunity set changing with market conditions.

Event Driven: Event Driven strategies generally include investments in securities of companies involved in identifiable corporate actions, such as mergers, acquisitions, restructurings, spin-offs, shareholder activism, or other special situations which alter a company’s financial structure or operating strategy. Risk management and hedging techniques may be employed to protect the portfolio from events that fail to materialize. In addition, accurately forecasting the timing of an event is an important element impacting the realized return. The use of leverage varies considerably.

Macro: Macro strategies generally involve fundamental, discretionary, directional trading in currencies, commodities, bonds and equities. Investment Managers utilizing macro strategies invest in a wide variety of strategies and instruments, often assuming an aggressive risk posture. Most Investment Managers rely on macro-economic analyses to invest across countries, markets, sectors and companies, and have the flexibility to invest in numerous financial instruments. Futures, options and other derivative instruments are often used for hedging and speculation and the use of leverage varies considerably.

Long/Short Credit: Investment Managers implementing Long/Short Credit strategies generally take both long and short positions in credit related instruments, such as corporate bonds, bank loans, trade claims, emerging market debt and credit derivatives (e.g., credit default swaps). Investment Managers utilizing this strategy usually invest in companies in financial difficulty, reorganization or bankruptcy and their portfolios often are concentrated in debt instruments. The use of leverage varies considerably. Investment Managers differ in their preference for actively participating in the workout and restructuring process and the extent to which they use leverage. Although Long/Short Credit strategies typically involve positions in debt instruments and credit derivatives, the Investment Managers implementing this strategy generally perform extensive research on companies and may use this information to invest both long and short in the equity securities of such companies.

Investment Managers are permitted to invest in a wide range of instruments, including but not limited to: long and short positions in U.S. and non-U.S. equities, equity related instruments, fixed income securities, options, warrants, futures, commodities, currency forwards, over-the-counter derivative instruments (such as swaps), securities that lack active public markets, repurchase and reverse repurchase agreements, preferred stocks, convertible bonds and other financial instruments. When they determine that such an investment policy is warranted, Investment Managers may invest, without limitation, in cash and cash equivalents. The Subadviser may conduct certain direct (i.e., not through an Investment Manager) trading activities for hedging and portfolio reallocation purposes or in connection with the liquidation of securities which have been distributed in-kind to the Fund. For these purposes, the Subadviser may invest in stocks, options, futures, money market instruments, mutual funds and other investment companies. In addition, the Subadviser may invest the Fund’s cash balances in any instruments it deems appropriate. Any income earned from such investments will be reinvested by the Fund in accordance with the Fund’s investment program. The Subadviser will from time to time adjust the allocation among its various Investment Funds, as well as allocate assets to new Investment Funds or withdraw entirely from existing Investment Funds, without notice to Members.

The number of Investment Funds may increase or decrease and no assurance can be provided that the number of Investment Funds will remain at any particular level, or that the Fund will invest in any particular Investment Fund or direct investment or in any investment strategy.

The Subadviser seeks to develop an investment program for the Fund that will achieve the Fund’s investment objective, but cannot guarantee that a successful investment program will be achieved or that the Fund’s investment objective will be met. Investors are urged to consult with their personal advisers in connection with any investment in the Fund and to understand fully the risks associated with an investment in the Fund, including, but not limited to, those risks associated with the Fund’s investments in the Investment Funds.

See “RISK FACTORS” for more information.

Direct Investments by the Fund and Investments of Investment Funds

Generally, the Fund and the Investment Funds may invest in, hold, sell and trade a wide range of investment instruments in worldwide markets. Investments in which the Fund and Investment Funds may invest include, but are not limited to: stocks, bonds, bank loans, warrants, notes, debentures (whether subordinated, convertible, or otherwise), money market funds, commercial paper, certificates of deposit, and governmental obligations (or the obligations of any instrumentality thereof), whether offered publicly or pursuant to private placement. The Fund and Investment Funds also may invest in options, futures contracts, forward contracts, swaps, and other exchange traded and OTC derivatives of any kind. In particular, the Fund may utilize options, futures, options on futures or other derivatives for hedging or portfolio reallocation purposes. Although the Adviser and Subadviser are each registered with the CFTC as a “commodity trading advisor,” they will operate the Fund as if it was exempt from registration under CFTC Rule 4.14(a)(8), and the Fund is exempt from registering as a “commodity pool operator” pursuant to CFTC Rule 4.5.

The Fund expects that certain of the Investment Funds in which it invests may engage in speculative investment practices extensively, such as using a high degree of leverage, short selling, trading regulated or unregulated commodities contracts, currency speculation, trading listed and OTC options, writing uncovered options, trading complex derivative instruments, participating in workouts and startups, trading distressed and illiquid investments, obtaining control positions, or trading foreign securities and taking concentrated positions, among others.

The Fund may invest all or any portion of its assets in high quality fixed-income securities, money market instruments, shares of money market funds, or overnight repurchase agreements, or the Fund may hold its assets as cash. Such investments may be for temporary purposes, such as maintaining adequate liquidity for distributions in connection with Interest repurchases by the Fund, or for any other purposes, including, but not limited to, defensive investments in times of market volatility.

Identification of Strategies

The Subadviser is responsible for allocating the Fund’s capital among a select group of Investment Funds that implement a variety of investment strategies. The Subadviser selects investment strategies by assessing:

●

The return expected from a given investment strategy during a period of time;

●

The probability of a significant decrease in value of an investment in a given investment strategy;

●

The marketability of the securities involved;

●

The extent to which the performance of the strategy correlates with other strategies;

●

The type of investment or economic environment that will affect the particular strategy; and

●

The cost of implementing the strategy, including transaction costs and fees of an investment in the Investment Fund.

In addition, the Subadviser will attempt to determine whether the past success of a particular strategy is likely to continue in the future. Alternatively, the Subadviser may determine that a strategy that has not recently performed well may hold promising prospects due to changes in market conditions or other factors.

Evaluation of Prospective Investment Managers

After identifying a particular investment strategy, the Subadviser generally will:

	●	Identify prospective Investment Funds using the selected strategy;
	●	Make a preliminary evaluation of those prospective Investment Funds by comparing their respective Investment Managers’ performance, assets under management and structure;
	●	Interview personnel at the prospective Investment Managers which appear to offer the most attractive investment opportunities;
	●	Assess the personal characteristics of the principals and/or key personnel of each prospective Investment Manager, including their integrity, talent, expertise, flexibility and dedication;
	●	Examine and evaluate the operational capabilities of each prospective Investment Manager’s administrative, audit, clearing, execution and custodial relationships (this examination is performed by the Subadviser’s operational due diligence team); and

●

Evaluate each prospective Investment Manager in terms of a risk/reward analysis and estimated cost of management.

Selection of Portfolio Managers

Although it is impossible to find the ideal combination of characteristics, the Subadviser attempts to select Investment Funds with Investment Managers that have as many of the following characteristics as possible:

	●	The prospective Investment Manager (including its principals and/or key personnel) has a significant amount of its own capital invested in the Investment Fund or its investment program;
	●	The prospective Investment Manager has achieved a high rate of return relative to the apparent risk;
	●	The prospective Investment Manager has specialized expertise and is talented, flexible and opportunistic; and
	●	The prospective Investment Manager has sufficient organizational depth to ensure continuity or, alternatively, to provide liquidity if the prospective Investment Manager is unable to execute its strategy effectively.

Quantitative analysis is an important factor in evaluating prospective Investment Funds and Investment Managers. However, the Investment Fund selection process is subjective, with qualitative analysis playing a significant role.

Allocation of Assets

The initial allocation of assets to an Investment Fund may be based, in part, on the Subadviser’s contact and experience with the Investment Manager. Allocations also are a function of the degree of risk that the Subadviser believes to be associated with a particular investment strategy.

Monitoring

In monitoring the performance of the various Investment Managers, the Fund will maintain a complete set of books and records for each Investment Fund and will receive written or oral monthly reports as well as annual financial statements from the Investment Fund. Although the Subadviser will monitor the performance of each Investment Fund, the Fund will ultimately have to rely on (i) the Investment Managers to operate in accordance with the investment strategy or the guidelines disclosed to the Subadviser and (ii) the accuracy of the information provided to the Fund by the Investment Managers. The Subadviser will have no means of independently verifying the information supplied to it in respect of Investment Funds. The performance of each Investment Fund will be compared with the performance of other prospective Investment Funds implementing the same or a substantially similar strategy.

Changing Investment Funds or Reducing Allocations

The Subadviser may reduce or entirely withdraw the capital allocated to a particular Investment Fund for a number of reasons, which may include:

	●	A reallocation or rebalancing of capital among the investment strategies selected for the Fund;
	●	A change in the Investment Fund’s strategy or discipline;
	●	A significant change of circumstances with respect to an Investment Manager, including changes in assets under management or investment management personnel;
	●	A conflict or potential conflict of interest;
	●	Performance that is low relative to the performance of other prospective Investment Funds implementing the same or a similar investment strategy;
	●	Compliance with the 1940 Act or other applicable law; and
	●	Identification of new prospective Investment Funds whose prospects are considered superior to current Investment Funds implementing the same or a similar investment strategy.

The Fund’s investment program is speculative and entails substantial risks. There can be no assurance that the investment objective of the Fund will be achieved or that its investment program will be successful. In particular, use of leverage, short sales and derivative transactions, by Investment Funds or by the Fund in connection with direct investments, as well as limited diversification can, in certain circumstances, result in significant losses to the Fund. Investors should consider the Fund as a supplement to an overall investment program and should invest only if they are willing to undertake the risks involved. Investors in the Fund could lose some or all of their investment.

See “RISK FACTORS” for more information.

Fundamental Investment Policies

Fundamental Policies. The Fund has adopted certain fundamental investment restrictions, which cannot be changed without the vote of a majority of the Fund’s outstanding voting securities (as defined by the 1940 Act). The Fund may not:

●	Issue senior securities, except to the extent permitted by Section 18 of the 1940 Act or as otherwise permitted by the SEC or its staff.

●	Borrow money, except to the extent permitted by Section 18 of the 1940 Act or as otherwise permitted by the SEC or its staff.

●	Underwrite securities of other issuers, except insofar as the Fund may be deemed an underwriter under the 1933 Act, in connection with the disposition of its portfolio securities.

●	Make loans of money or securities to other persons, except through purchasing fixed-income securities or similar investments, lending portfolio securities, or entering into repurchase agreements in a manner consistent with the Fund’s investment policies.

●	Purchase, hold or deal in real estate, except that the Fund may invest in securities that are secured by real estate, or that are issued by companies that invest or deal in real estate or REITs.

●	Invest directly in commodities or commodity contracts. This does not prevent the Fund from purchasing and selling foreign currency, options, futures and forward contracts, including those related to indexes and options on indexes, and the Fund may invest in commodity pools and other entities that purchase and sell commodities and commodity contracts.

●	Invest 25% or more of its total assets in any single industry or group of industries (other than securities issued or guaranteed by the U.S. government or its agencies or instrumentalities).

Under the 1940 Act, the vote of a majority of the outstanding voting securities of an investment company, such as the Fund, means the vote, at an annual or a special meeting of the security holders of the Fund duly called, (A) of 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 Fund are present or represented by proxy or (B) of more than 50% of the outstanding voting securities of the Fund, whichever is less.

The investment restrictions and other policies described in this Memorandum do not apply to Investment Funds. If a percentage restriction is adhered to at the time of an investment or transaction, a later change in percentage resulting from a change in the value of investments or the value of the Fund’s total assets, unless otherwise stated, will not constitute a violation of such restriction or policy.

The Adviser and the Subadviser will not cause the Fund to make loans to or receive loans from the Adviser, the Subadviser or their affiliates, except to the extent permitted by the 1940 Act or as otherwise permitted by applicable law. The Fund and Investment Funds may effect brokerage transactions through affiliates of the Adviser, subject to compliance with the 1940 Act.

Borrowing and Use of Leverage

The Fund has the power to borrow and may do so when deemed appropriate by the Subadviser. However, the Subadviser does not anticipate any direct borrowings by the Fund except: (i) to make investments pending receipt of redemption proceeds in connection with reallocations among Investment Managers; (ii) to meet redemptions which would otherwise result in the premature liquidation of investments; (iii) to margin or settle hedging contracts; (iv) in anticipation of net subscriptions by investors; or (v) to preserve scarce capacity with Investment Managers, although it is not obligated to do so in any case. Borrowings by the Fund other than for temporary purposes are generally subject to a 300% asset coverage requirement under the 1940 Act.

The Fund currently is a party to a committed, secured credit facility which allows the Fund to borrow approximately 16.0% of its net asset value for the purposes described above. However, the Fund is not obligated to maintain such a facility nor is the lender obligated to renew such facility. There can be no assurance that the Fund will be able to obtain (or maintain) financing for the purposes described above. In the event that the credit facility terminates, the Fund may seek alternative financing or choose to operate without a credit facility and maintain a cash reserve for such purposes. Although the commitment amount of any credit facility to which the Fund is a party may represent only a portion of the Fund’s net asset value, virtually all of the Fund’s assets are or would be pledged to secure its obligations to the lender. The costs associated with any credit facility and the borrowings thereunder are borne by the Fund.

RISK FACTORS

Investing in the Fund involves various risks. In addition to the matters set forth elsewhere in this Memorandum, investors should consider the following factors before purchasing an Interest.

Principal Risks Relating to the Fund’s Structure

Limited Liquidity. The Fund is a closed-end management investment company designed primarily for long-term investment and is not intended to be a trading vehicle. The Fund will not list Interests for trading on any national securities exchange. There is no secondary trading market for Interests, and it is not expected that a secondary market will develop. Interests, therefore, are not readily marketable, and Members must be prepared to hold Interests for an indefinite period of time. Because the Fund is a closed-end management investment company, a Member will have no right to require the Fund to redeem its Interest.

Certain Investment Funds impose restrictions on redemptions that could affect the timing of tender offers from the Fund in certain circumstances. The Fund will typically only be able to redeem its investments in private Investment Funds on a monthly, quarterly or less frequent basis with specified advance notice requirements. Private Investment Funds may also restrict the ability of an investor, such as the Fund, to redeem or withdraw amounts attributable to illiquid or difficult to value investments, which may be held in “side pockets” by the Investment Fund. A private Investment Fund may also suspend the right of its investors to redeem in times of market distress, or if permitting withdrawals might prejudice the investments of non-redeeming investors. Additionally, private Investment Funds may hold back some percentage of full redemptions until they complete their annual audits. Consequently, the Fund may be highly illiquid. This could negatively impact the Fund’s ability to conduct a repurchase offer.

Although the Fund, at the discretion of its Board, will consider whether to make quarterly repurchase offers for its outstanding Interests at net asset value, the Interests are significantly less liquid than shares of funds that trade on a stock exchange. Even if the Board determines to make a tender offer, there is no guarantee that Members will be able to sell all of the Interests that they desire to sell in any particular tender offer. If a tender offer is oversubscribed by Members (and not increased by the Board), the Fund may repurchase only a pro rata portion of the Interest tendered by each Member. A large investor in the Fund seeking repurchase may cause a greater likelihood of all Members seeking repurchase having their requests reduced to pro rata. The potential for pro-ration may cause some Members to tender larger portions of their Interests for repurchase than they otherwise would wish to have repurchased, which may adversely affect others wishing to participate in the tender. In addition, in extreme cases, the Fund may not be able to complete repurchases if the Fund is unable to liquidate a portion of its Investment Fund or direct investments. In that event, Members may be able to sell their Interests only if they are able to find an

Eligible Investor willing to purchase their Interests. Any such sale may have to be negotiated at unfavorable prices and must comply with applicable securities laws and be approved by the Board.

The Fund’s tender offer policy may have the effect of decreasing the Fund’s size over time. Tender offers may, therefore, force the Fund to sell assets it would not otherwise sell. They may also reduce the investment opportunities available to the Fund and cause its expense ratio to increase. In addition, the Fund may be forced to sell its most liquid investments, if any, in order to meet cash requirements for repurchases. This may have the effect of substantially increasing the Fund’s ratio of illiquid to liquid investments for the remaining Members and negatively impact performance.

The Adviser currently expects that it will recommend to the Board that the Fund make its initial offer to repurchase Interests from Members with a valuation date of September 30, 2011.

Interests may not be transferred or pledged except in compliance with significant restrictions on transfer as required by federal and state securities laws and as provided in the LLC Agreement. The LLC Agreement does not permit a Member to transfer or pledge all or any part of its Interest to any person without the prior written consent of the Board, the granting of which is in the Board’s sole and absolute discretion.

The Fund also has the discretion to deliver repurchase proceeds in securities rather than cash on a pro rata or non-pro rata basis. These limitations, taken together, will significantly limit a Member’s ability to liquidate an investment in the Fund. As a result, an investment in the Fund would not be suitable for an investor who needs liquidity.

Investment Strategies. The success of the Fund depends on the Subadviser’s ability to select and allocate among individual investment strategies, Investment Funds and other direct investments, and the ability of each Investment Manager to select individual securities, interpret market data correctly, predict future market movements and otherwise implement its investment strategy. Any factor that would make it more difficult to execute more timely trades, such as a significant lessening of liquidity in a particular market, may also be detrimental to profitability.

Furthermore, the Fund will actively allocate assets to, and from time to time reallocate assets among, various Investment Funds and may invest in investments other than the Investment Funds. There can be no assurance that the Fund will always be able to invest in the Investment Funds and/or that particular Investment Managers will continue to manage the Investment Funds. As a result of such periodic modifications, it is possible that the investment strategies used by the Fund in the future may be different from those initially in use. No assurance can be given that the investment strategies to be used by the Fund will be successful under all or any market conditions.

Changes in Investment Strategies. Subject to oversight of the Board, the Subadviser has discretion to expand, revise or contract certain investment strategies of the Fund without the consent of its Members. Any such decision to engage in a new activity or alter the Fund’s existing investment strategies could result in the exposure of the Fund’s capital to additional risks that may be substantial.

Conflicts of Interest. Other than a nominal investment in the Fund, the Adviser will not invest its own assets in the Fund or in the Investment Funds; however, certain employees of the Adviser, the Subadviser and of their affiliates may invest in the Fund and/or such Investment Funds. An affiliate of the Subadviser will be the Initial Member of the Fund contributing essentially all of the Fund’s assets upon the Fund’s commencement of operations. As long as such investment remains in the Fund, there may be periods when the Subadviser and/or its affiliate is deemed to control the Fund. The Subadviser’s affiliate may participate in any repurchase offers to Members, and has no obligation to maintain all or any portion of its investment in the Fund.

Adam Taback serves as president of both the Adviser and Placement Agent and, as a result, may have an incentive to maintain the relationships between the Fund and each of the Adviser and Placement Agent.

The Adviser, the Subadviser and the Investment Managers may render advisory services to a number of persons, including pooled investment vehicles and separately managed accounts, which may have varying investment objectives, different investment portfolios, varying levels of compensation to the manager, limits on liquidity and different regulatory requirements. The Adviser’s, Subadviser’s or an Investment Manager’s activities on behalf of

its other clients may from time to time disadvantage the Fund or an Investment Fund in which the Fund has invested. For example, the market may be unable to fully absorb orders for the purchase or sale of particular investments placed by the Adviser, the Subadviser or an Investment Manager for its client (the Fund or Investment Fund, as the case may be) and other clients at prices and in quantities that would be obtainable if the same were being placed only by the Fund or Investment Fund.

Each of the Adviser and the Subadviser, consistent with its fiduciary duty to the Fund, will endeavor to resolve conflicts in a manner that it deems equitable to the extent possible under the prevailing facts and circumstances as well as over time. Each of the Adviser and the Subadviser currently manages multiple portfolios, and each will devote as much time to each such client and the Fund as it deems appropriate to perform its duties. The personnel of the Adviser and the Subadviser may have conflicts because they manage client accounts with similar strategies or investment objectives as the Fund and may hold the same investments across client accounts or hold the same positions held by the Fund. Conflicts may also arise due to the management by the Adviser and the Subadviser of accounts that have different strategies or investments, or different positions in the same issuer. In addition, personnel of the Subadviser and their families have investments, or may have investments in the future, in other client accounts managed by the Subadviser. Such investments may create an incentive for the Subadviser to favor certain accounts over others.

Each of the Adviser, the Subadviser and their affiliates or clients may have an interest in an account or investment vehicle managed by, or enter into relationships with, an Investment Manager or its affiliates on terms different, and potentially more favorable, than an interest in the Fund. In addition, the Investment Manager may receive research products and services in connection with brokerage services that affiliates of the Adviser and the Subadviser may provide from time to time to such Investment Manager and/or its Investment Fund. Additionally, the Adviser sponsors and receives fees in connection with two unregistered pooled investment vehicles that act as feeder funds to a master fund advised by the Subadviser. As a result, the Adviser may have an incentive to maintain its relationship with the Subadviser with respect to the Fund.

Investment opportunities are allocated in a manner that the Subadviser deems fair and equitable over time. There is no assurance that all portfolios under the management of the Adviser or the Subadviser will hold the same Investment Funds or other investments or will experience similar performance. Where accounts have competing interests in a limited investment opportunity, the Subadviser does not typically allocate investment opportunities pro rata among clients but rather allocates investment opportunities on the basis of numerous other considerations, including, without limitation, an account’s cash flows, investment objectives and restrictions, compliance with applicable laws or regulations, participation in other opportunities and tax concerns as well as the relative size of different accounts’ same or comparable portfolio holdings.

The Adviser and the Subadviser each have adopted policies and procedures designed to address the proper handling of material non-public information (“Information”) while in possession of such Information. Generally, the Adviser or Subadviser and their respective employees may not trade for clients or themselves or recommend trading in securities of a company while in possession of Information or disclose such Information to any person not entitled to receive it.

The Investment Managers are unaffiliated with the Adviser and the Subadviser, and neither the Adviser nor the Subadviser will have control over Investment Managers. The Adviser and the Subadviser may be unable to detect, prevent or protect the Fund from misconduct or bad judgment of an Investment Manager notwithstanding any due diligence that the Adviser or Subadviser may conduct. Investment Managers may be subject to conflicts of interest due to Investment Fund performance-based fees, which may cause an Investment Manager to favor clients having the highest fees over other clients. In addition, Investment Managers may use conflicting buying and selling strategies for different accounts under management.

The Investment Managers and their affiliates may be affiliated or have a relationship with a broker-dealer firm through which an Investment Fund’s transactions are conducted, and such person may receive a portion of the brokerage commissions resulting from such transactions. In addition, an Investment Fund may engage in other transactions with affiliated parties on terms and conditions not determined through arm’s length negotiations.

The Administrator and the Custodian for the Fund may from time to time act as trustee, custodian, registrar, or administrator in relation to, or be otherwise involved in, other funds established by parties other than the Fund and the Investment Funds that have similar investment objectives to those of the Fund and/or the Investment Funds. It is therefore possible that any of them may, in the course of business, have potential conflicts of interest with the Fund and the Investment Funds.

Investment Risks in General. The Fund and the Investment Funds will engage in speculative investment strategies through its investment in the Investment Funds and through its direct investments. The prices of securities and derivatives instruments in which the Fund and the Investment Funds will invest may be volatile. Market movements are difficult to predict and are influenced by, among other things, government trade, fiscal, monetary and exchange control programs and policies; changing supply and demand relationships; national and international political and economic events; changes in interest rates; and the inherent volatility of the marketplace. In addition, governments from time to time intervene, directly and by regulation, in certain markets, often with the intent to influence prices directly. The effects of governmental intervention may be particularly significant at certain times in the financial instrument and currency markets, and such intervention (as well as other factors) may cause these markets and related investments to move rapidly.

Borrowing and Use of Leverage. The use of leverage magnifies both the favorable and unfavorable effects of price movements in the investments made by an Investment Fund, which may subject the Members of the Fund to a greater risk of loss than if leverage were not used. Investment Funds may use significant leverage by making margin purchases of securities, selling securities short, trading options, futures or forward contracts, using total return swaps or repurchase agreements and/or other means, which would increase any losses incurred. Trading equity securities on margin involves an initial cash requirement representing at least 50% of the underlying security’s value with respect to transactions in U.S. markets and varying (typically lower) percentages with respect to transactions in foreign markets. Borrowing to purchase equity securities typically will be secured by the pledge of those securities.

Although leverage can increase investment return if an Investment Fund earns a greater return on investments purchased with borrowed funds than it pays for the use of those funds, the use of leverage will decrease investment return if an Investment Fund fails to earn as much on investments purchased with borrowed funds as it pays for the use of those funds. The use of leverage will therefore magnify the volatility of changes in the value of investments held by Investment Funds that engage in this practice. If an Investment Fund’s equity or debt instruments decline in value, the Investment Fund could be subject to a “margin call” or “collateral call,” pursuant to which the Investment Fund must either deposit additional collateral with the lender or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden, precipitous drop in value of an Investment Fund’s assets, the Investment Manager might not be able to liquidate assets quickly enough to pay off the Investment Fund’s borrowing. Money borrowed for leveraging will be subject to interest costs that may or may not be recovered by return on the securities purchased. Investment Funds also may be required to maintain minimum average balances in connection with borrowings or to pay commitment or other fees to maintain lines of credit; either of these requirements would increase the effective cost of borrowing over the stated interest rate.

obligations to the lender. The costs associated with any credit facility and the borrowings thereunder are borne by the Fund.

Other than for temporary purposes, the 1940 Act requires a registered investment company to satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the investment company incurs the indebtedness. This means that the value of an investment company’s total indebtedness may not exceed one-third the value of its total assets (including such indebtedness). These limits generally do not apply to the Fund’s investments in private Investment Funds and, therefore, the Fund’s portfolio may be exposed to the risk of highly leveraged investment programs of certain Investment Funds and the volatility of the value of an investment in the Fund may be great.

Liquidity Facilities. The Fund currently is a party to a committed, secured credit facility which allows the Fund to borrow approximately 16.0% of its net asset value in order to (i) make investments pending receipt of redemption proceeds in connection with reallocations among Investment Managers; (ii) meet redemptions which would otherwise result in the premature liquidation of investments; (iii) margin or settle foreign exchange hedging contracts; (iv) anticipation of net subscriptions by investors; or (v) preserve scarce capacity with Investment Managers, although it is not obligated to do so in any case. Such agreement is subject to a number of conditions including, without limitation, covenants relating to the activities and financial condition of the Fund, conditions of lending, representations and warranties and events of default. The agreement also grants a security interest in the assets of the Fund. The Fund’s investment strategy may also be subject to certain restrictions relating to, among other things, the diversification of its portfolio and the type of securities in which it can invest. The Fund’s failure to comply with the terms and conditions of such agreement may cause an event of default (or termination event) under the agreement, which could permit the lender to refuse to fund additional loans and/or foreclose on any collateral in which the lender has a security interest.

The Fund will incur a commitment fee on the total amount available for borrowing, as well as interest charges on the amounts borrowed under the agreement. Certain charges and costs (including, without limitation, early close-out fees and interest charges) are also associated with certain events (including, without limitation, a termination event) under the facility. The net asset value of the Fund may be substantially affected by the impact of such charges and costs.

In the event of a default under or termination of the liquidity facility, there can be no assurance that the Fund will be able to obtain a replacement facility or that, if one is obtained, it will be able to make timely borrowings under the facility for its liquidity purposes or that borrowings, when made, will be under terms advantageous to it.

The Fund may, in the future, enter into additional or various other forms of liquidity agreements, including, without limitation, note purchase agreements, in connection with its borrowing of money for liquidity purposes, and grant a security interest on any or all of its assets in connection therewith.

Layering of Fees. The Fund’s fees and expenses, including the Management Fee and the Performance Allocation, will result in greater expense than would be associated with direct investments in the Investment Funds. The Fund indirectly will pay a portion of the fees and expenses, including performance-based compensation, charged at the underlying Investment Fund level. The Fund’s expenses thus may constitute a higher percentage of net assets than expenses associated with similar types of investment entities.

Lack of Operating History. The Fund is a closed-end management investment company and is designed for long-term investors, not as a trading vehicle. The Fund does not have an operating history. Certain of the Investment Funds in which the Fund invests may have limited or no operating histories. In such cases, the Subadviser may evaluate among other things the past investment performance of the Investment Managers of such Investment Funds. However, past investment performance may not be indicative of the future results of an investment in such an Investment Fund. The results of other investment funds or accounts managed by the Adviser, Subadviser or Investment Manager which have or have had an investment objective similar to or different from that of the Fund or an Investment Fund are not indicative of the results that the Fund or Investment Fund may achieve.

Investments in Other Funds. The Fund has no control of, and will not seek to influence, the trading policies or strategies, brokerage arrangements or operations of the Investment Funds in which it will invest. As compared to

investments through separate accounts, the Fund will have less ability to react quickly to changing investment circumstances, due to the limited liquidity of investments in the Investment Funds.

Although the Subadviser intends to use certain criteria in evaluating and monitoring Investment Managers and Investment Funds, there is no such assurance that the Subadviser will use the same criteria for all Investment Managers or Investment Funds. The Subadviser’s due diligence process may vary based on numerous factors, and the Subadviser will have discretion to determine the scope and content of its review of any particular Investment Manager or Investment Fund. Although the Subadviser may review an Investment Manager’s operations or obtain third party verifications or background checks, there is no assurance that such efforts will detect fraud, malfeasance, inadequate back office systems or other flaws or problems with respect to the Investment Manager’s operations and activities.

Inability to Vote and Waiver of Voting Rights. The Fund typically will limit its investment position in an Investment Fund that is a registered investment company to less than 3% of such Investment Fund’s outstanding voting securities and will limit its investment position in non-registered investment company Investment Funds to less than 5% of such Investment Funds’ outstanding voting securities, absent reliance on an exemptive rule or position under the 1940 Act. The Fund may determine to purchase non-voting securities in, or contractually waive or limit its voting interest in, certain Investment Funds (for example, to facilitate investments in smaller Investment Funds determined attractive by the Subadviser) in order to avoid becoming subject to certain 1940 Act prohibitions with respect to affiliated transactions. The Subadviser may cause the Fund to waive certain voting rights in certain instances, where such investment in such Investment Fund is determined to be desirable and in the best interests of the Fund, which waiver would allow the Fund, as well as potentially other clients of the Adviser or Subadviser, to invest in the same Investment Funds or to make larger investments in those Investment Funds. To the extent the Fund holds non-voting securities, or contractually forgoes the right to vote in respect of the voting securities of an Investment Fund, the Fund will not be able to vote on matters that require the approval of the interest holders of the Investment Fund, including potentially matters adverse to the Fund’s interests. Such waivers potentially could have an adverse impact on the Fund. Although the Fund may hold non-voting interests, the 1940 Act and the rules and regulations thereunder may nevertheless require the Fund to limit its position in any one Investment Fund in accordance with applicable regulatory requirements, as may be determined by the Fund in consultation with its counsel. These restrictions could change from time to time as applicable laws, rules or interpretations thereof are modified. The Fund could nevertheless be deemed in some circumstances to be an affiliated person of an Investment Fund and therefore subject to certain 1940 Act prohibitions with respect to affiliated transactions.

1940 Act Restrictions. The 1940 Act imposes certain restrictions on the ability of the Fund to invest in Investment Funds. In order to invest in private Investment Funds that are not registered as investment companies under the 1940 Act, the Fund generally must be a “qualified purchaser” as defined in the 1940 Act, which requires the Fund to have at least $25 million in net investment assets. The Fund is expected to be a qualified purchaser upon commencement of operations; however, if the Fund were to cease to be a qualified purchaser in the future, its ability to pursue its investment strategy would be severely limited.

In addition, the 1940 Act generally prohibits the Fund from acquiring in excess of 3% of the voting shares of Investment Funds that are registered investment companies, including mutual funds and ETFs.

Allocation Among Investments. From time to time, the percentage of the Fund’s assets allocated to each Investment Fund or direct investment may change, and the Fund may invest in new Investment Funds and direct investments and redeem from some of the Investment Funds and direct investments in which it has previously invested. The Fund’s success may depend, therefore, not only on the Investment Managers and the successful allocation of the assets of the Fund among Investment Funds and direct investments, but also on the Fund’s selection of new Investment Funds and direct investments.

In addition, to the extent that a high percentage of the Fund’s assets have been allocated to Investment Funds following certain strategies, the Fund could be adversely impacted by a general failure of a certain strategy to a greater degree than if assets had been allocated to a different mix of Investment Fund strategies.

Tax Risks. Additionally, there are certain tax risks associated with an investment in the Fund, including without limitation with respect to tax positions taken by and tax estimates made by the Fund and the Investment Funds held

by the Fund, as well as the potential for legislative or regulatory change that could impact the Fund. There can be no assurance that positions taken or estimates made by the Fund or the Investment Funds will be accepted by tax authorities. See “TAXES” for more information.

Temporary Defensive Positions. The Fund may invest all or any portion of its assets in high quality fixed-income securities, money market instruments, shares of money market funds, or overnight repurchase agreements, or may hold its assets in cash, for defensive purposes in times of market volatility or for any other reason. The Fund also may invest in money market instruments or shares of money market funds, or hold cash, for liquidity purposes. In anticipation of, or in response to, adverse market or other conditions, or circumstances such as unusually large cash inflows, the Fund may temporarily hold all or a portion of its assets in cash, cash equivalents or high-quality debt instruments as described above. As a result, the Fund may not achieve its investment objective.

No Participation in Management. A Member is not entitled to participate in the management of the Fund, or in the conduct of its business, apart from the capacity to vote on certain matters (including the election of the Board). To the extent the Fund holds non-voting securities of, or contractually foregoes the right to vote in respect of, an unregistered Investment Fund (which it intends to do in order to comply with certain applicable regulations), it will not be able to vote on matters that require the approval of the investors of the unregistered Investment Fund, including a matter that could adversely affect the Fund’s investment in it, such as changes to the Investment Fund’s investment objective or policies or the termination of the Investment Fund.

Repurchases of Interests. Substantial repurchases of Interests within a limited period of time could require the Fund to liquidate positions more rapidly than would otherwise be desirable. The Board will consider this and other factors when determining whether to conduct a repurchase. Tender offers conducted by the Fund in order to repurchase Interests will generate expenses for the Fund, which may be borne in part by non-redeeming Members. Quarterly tender offers, if conducted by the Fund, will result in higher expenses than if the Fund were to offer to repurchase Interests on a less frequent basis.

Mandatory Repurchase. The Fund has the right to require the repurchase of a Member’s Interests and thus the withdrawal of a Member, subject to the limitations of the 1940 Act. See “REPURCHASE AND TRANSFER OF INTERESTS — Mandatory Repurchase by the Fund” for more information.

Subscriptions. The Fund generally permits subscriptions to occur monthly. Investment Funds in which the Fund invests, however, may not permit investment on the same basis. As a result, the Fund may be delayed in investing subscriptions in Investment Funds. This delay may in turn act to dilute the positive returns to Members whose subscription funds have been fully deployed.

Increase in Assets under Management. As the Fund’s assets increase, more capital may be allocated to any particular Investment Fund. It is not known what effect, if any, this will have on the trading strategies utilized by an Investment Fund or its investment results. No assurance can be given that an Investment Fund’s strategies will continue to be successful as the amount of assets allocated to it increases.

Employee Benefit Plan Matters. Most pension and profit sharing plans are subject to provisions of the Code, ERISA, or both, which may be relevant to a decision as to whether such a prospective investor should invest in the Fund. There may, for example, be issues as to whether such an investment is “prudent” or whether it results in “prohibited transactions.” Legal counsel should be consulted by such a prospective investor before investing in the Fund. See “TAXES” and “EMPLOYEE BENEFIT PLAN CONSIDERATIONS” for more information.

Custody Risk. Custody of the Fund’s assets will be held in accordance with the requirements of the 1940 Act and the rules thereunder. However, the Investment Funds generally are not required to hold custody of their assets in accordance with the 1940 Act and the rules thereunder. As a result, bankruptcy or fraud at institutions, such as brokerage firms, banks or administrators, into whose custody those Investment Funds have placed their assets could impair the operational capabilities or the capital position of the Investment Funds and may, in turn, have an adverse impact on the Fund.

Valuation and Estimates. The Fund has limited ability to assess the accuracy of the valuations received from the Investment Funds with which the Fund invests. Furthermore, the net asset values received by the Fund from private

Investment Funds are typically estimates only and, unless materially different from actual values, are generally not subject to revision. Revisions in financial statements provided by private Investment Funds may require the Fund’s financial statements to be revised. See “CALCULATION OF NET ASSET VALUE” for more information.

Non-Diversified Status. The Fund is a “non-diversified” investment company. The Fund generally will seek to invest its capital broadly among multiple Investment Funds and in direct investments. As a consequence of a potential large investment in a particular Investment Fund, losses suffered by such an Investment Fund could result in a higher reduction in the Fund’s capital than if such capital had been more proportionately allocated among a larger number of Investment Funds.

Reliance on Management. All decisions regarding the management and affairs of the Fund will be made exclusively by the Adviser and/or the Subadviser, subject to Board oversight. A Member is not entitled to participate in the management of the Fund, or in the conduct of its business, apart from the capacity to vote on certain matters (including the election of the Board). The Subadviser will, in turn, seek to invest the Fund’s assets in Investment Funds and other investments. A person should not acquire an Interest unless such person is willing to entrust the Adviser, the Subadviser, and the Investment Funds (and respective Investment Managers) selected for the Fund, with the management of such person’s assets.

Management Fees and Incentive Compensation. The Fund will pay the Adviser an annual Management Fee payable on a monthly basis, and the Adviser will pay a portion of such Management Fee to the Subadviser for its services to the Adviser and the Fund. In addition to the Management Fee, the Adviser is entitled to receive from the Fund, and the Subadviser is entitled to receive from the Adviser, the Performance Allocation. The Investment Funds will also pay their respective Investment Managers a management fee and, with respect to most Investment Funds, incentive compensation. See “FEES AND EXPENSES” for more information.

As a result of the Management Fee, Performance Allocation and other expenses, the returns realized by the Members from the Fund’s activities may be substantially less than the returns the Members would realize from engaging in the same activities directly, if they were able to make such investments directly without investing in the Fund. Incentive compensation also may create an incentive for the Subadviser and/or an Investment Manager to cause the Fund or an Investment Fund to make investments that are riskier or more speculative than would be the case in the absence of a performance-based incentive allocation. The Subadviser or an Investment Manager may also have an incentive to direct the Fund or an Investment Fund to borrow to increase the Fund’s or Investment Fund’s investment return.

Changes in United States Law. Changes in the state and Federal laws applicable to the Fund, Adviser, Subadviser or applicable to the Investment Managers, Investment Funds and other securities or instruments in which the Fund may invest, may negatively affect the Fund’s returns to Members.

The global financial markets continue to be subject to pervasive and fundamental disruptions that have led to extensive and unprecedented governmental intervention. Such intervention has in certain cases been implemented on an “emergency” basis with little or no notice, with the consequence that some market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions has been suddenly and/or substantially eliminated or otherwise negatively implicated. Given the complexities of the global financial markets and the limited time frame within which governments have been able to take action, these interventions have sometimes been unclear in scope and application, resulting in confusion and uncertainty, which in itself has been materially detrimental to the efficient functioning of such markets as well as previously successful investment strategies.

Legal, tax and regulatory changes could occur that may materially adversely affect the Fund and/or the Investment Funds. For example, the regulatory and tax environment for derivative instruments is changing rapidly, and changes in the regulation or taxation of derivative instruments may materially adversely affect the value of derivative instruments and the ability of the Fund and/or Investment Funds to pursue their trading strategies. Similarly, the regulatory environment for leveraged investors and for private funds generally is changing rapidly, and changes in the direct or indirect regulation of leveraged investors or private funds, including tax regulation applicable thereto, may materially adversely affect the ability of the Fund to pursue investment objectives or strategies. Due to events

in the markets over the past several years, and recent legislation, additional regulatory change may be more likely than not and should be expected to occur.

It is impossible to predict with certainty what additional interim or permanent governmental restrictions may be imposed on the markets and/or the effect of such restrictions on the Fund’s and/or an Investment Fund’s ability to achieve its investment objective. Legislation or regulation, which could be substantial and is unpredictable, could pose additional risks and result in material adverse consequences to the Fund and/or Investment Funds and/or limit potential investment strategies that would have otherwise been used by the Fund or Investment Funds. The Fund believes that there is a high likelihood of significantly increased regulation of the global financial markets, and that such increased regulation could impact the performance of the Fund.

Geo-Political. Terrorism and related geo-political risks have led, and may in the future lead, to increased short-term market volatility, and may have adverse long-term effects on world economies and markets generally.

Uncertain Impact of Legislation and Follow-On Regulation. Congress has enacted sweeping financial legislation, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), regarding the operation of banks, private fund managers and other financial institutions, which includes provisions regarding the regulation of derivatives. Many provisions of the Dodd-Frank Act will be implemented through regulatory rulemakings and similar processes over a period of time. The impact of the Dodd-Frank Act, and of follow-on regulation, on trading strategies and operations is impossible to predict, and may be adverse. Practices and areas of operation subject to significant change based on the impact, direct or indirect, of the Dodd-Frank Act and follow-on regulation, may change in manners that are unforeseeable, with uncertain effects. By way of example and not limitation, direct and indirect changes from the Dodd-Frank Act and follow-on regulation may occur to a significant degree with regard to, among other areas, bank ownership of and involvement with private funds, registration of investment advisers, and the trading and use of many derivative instruments. In addition, Congress may address tax policy, which also could have uncertain direct and indirect impact on trading and operations, as well as, potentially, operations and structure of the Fund and/or Investment Funds, and the SEC has engaged in a general investigation of private funds, which has resulted in increased regulatory oversight and other legislation and regulation relating to private fund managers, private funds and funds of hedge funds.

Further, the Dodd-Frank Act created the Financial Stability Oversight Council (“FSOC”), an interagency body charged with identifying and monitoring systemic risks to financial markets. The FSOC has the authority to require that nonbank financial companies that are “predominantly engaged in financial activities,” such as the Fund, the Adviser, Investment Funds and Investment Managers, whose failure it determines would pose systemic risk, be placed under the supervision of the Board of Governors of the Federal Reserve System (“Federal Reserve”). The FSOC has the authority to recommend that the Federal Reserve adopt more stringent prudential standards and reporting and disclosure requirements for nonbank financial companies supervised by the Federal Reserve. Such disclosure requirements may include the disclosure of the identity of investors in private funds such as the private Investment Funds. The FSOC also has the authority to make recommendations to the Federal Reserve on various other matters that may affect the Fund and/or Investment Funds, including requiring financial firms to submit resolution plans, mandating credit exposure reports, establishing concentration limits, and limiting short-term debt. The FSOC may also recommend that other federal financial regulators impose more stringent regulation upon, or ban altogether, financial activities of any financial firm that poses what it determines are significant risks to the financial system. In the event that the FSOC designates the Fund or an Investment Fund as a systemic risk to be placed under the Federal Reserve’s supervision, the Fund or Investment Fund could face stricter prudential standards, including risk-based capital requirements, leverage limits, liquidity requirements, concentration requirements, and overall risk management requirements, among other restrictions. Such requirements could hinder the Fund’s and/or an Investment Fund’s ability to meet its investment objective and may place the Fund at a disadvantage with respect to its competitors.

Private Investment Funds may also face additional reporting and recordkeeping requirements under the Dodd-Frank Act. Under the Dodd-Frank Act, advisers to private funds are required to maintain records regarding private funds that include a description of: amount of assets under management and use of leverage, including off-balance-sheet leverage; counterparty credit risk exposure; trading and investment positions; valuation policies and practices; types of assets held; side arrangements or side letters whereby certain investors obtain more favorable rights than other investors; trading practices, and such other information as the SEC determines is necessary and appropriate in the

public interest and for the protection of investors or for the assessment of systemic risk. Over time, private Investment Funds’ adherence to the new recordkeeping and reporting requirements may indirectly increase Fund expenses.

Banking Regulation. The Adviser is a non-bank subsidiary of Wells Fargo & Company (“Wells Fargo”), a bank holding company registered as such under the Bank Holding Company Act of 1956, as amended. Loans and other transactions between the Fund and Wells Fargo’s subsidiary banks, and loans by Wells Fargo’s subsidiary banks to Members for the purpose of purchasing Interests or that are secured by Interests, are limited by affiliate transaction restrictions applicable to banks. These and other banking law requirements may affect the operations, investments and activities of the Fund. Generally speaking, the restrictions applicable under the federal banking laws are designed to protect the banks, rather than to protect investors in the Fund.

Principal Risks Relating to Investment Funds and Direct Investments

PAST RESULTS OF INVESTMENT VEHICLES ADVISED OR MANAGED BY THE ADVISER OR THE SUBADVISER ARE NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE. NO ASSURANCE CAN BE MADE THAT PROFITS WILL BE ACHIEVED OR THAT SUBSTANTIAL LOSSES WILL NOT BE INCURRED.

The following discussion outlines certain of the risks associated with Investment Funds and particular types of investments that may be made by the Investment Funds. Such risks would apply equally in respect of any direct investments by the Fund in any of the securities or other instruments described herein.

Investment Funds Generally Non-Diversified. Investment Funds will generally be non-diversified, although some Investment Funds may be required to, or undertake to, comply with certain investment restrictions. Investment Funds may at certain times hold large positions in a relatively limited number of investments. Investment Funds may target or focus their investments in particular markets, sectors, or industries. Those Investment Funds that focus on a specific industry or target a specific sector will also be subject to the risks of that industry or sector, which may include, but are not limited to, rapid obsolescence of technology, sensitivity to regulatory changes, minimal barriers to entry, and sensitivity to overall market swings. As a result, the net asset values of such Investment Funds may be subject to greater volatility than those of investment companies that invest across multiple markets, industries or sectors, and this may negatively impact the net asset value of the Fund.

Debt and Other Income Securities. Investment Funds may invest in fixed-income and adjustable rate securities. Although certain Investment Funds may invest in securities of issuers in developed countries, other Investment Funds may invest in income securities of issuers located in or with significant exposure to emerging markets, including countries located in Asia, Latin America, the Middle East, Southern Europe, Eastern Europe and Africa. Certain Investment Funds may also invest in the sovereign debt of developed and emerging market countries.

Income securities are subject to interest rate, market and credit risk. Interest rate risk relates to changes in a security’s value as a result of changes in interest rates generally. Even though such securities are investments that may promise a stable stream of income, the prices of such securities are inversely affected by changes in interest rates and, therefore, are subject to the risk of market price fluctuations. In general, the values of fixed-income securities increase when prevailing interest rates fall and decrease when interest rates rise. Because of the resetting of interest rates, adjustable rate securities are less likely than non-adjustable rate securities of comparable quality and maturity to increase or decrease significantly in value when market interest rates fall or rise, respectively. Market risk relates to the changes in the risk or perceived risk of an issuer, country or region. Credit risk relates to the ability of the issuer to make payments of principal and interest, including the likelihood of default. The values of income securities may be affected by changes in the credit rating or financial condition of the issuing entities. Income securities denominated in non-U.S. currencies are also subject to the risk of a decline in the value of the denominating currency relative to the U.S. dollar.

The debt securities in which certain Investment Funds may invest are not required to satisfy any minimum credit rating standard, and may include instruments that are considered to be of relatively poor standing and have predominantly speculative characteristics with respect to capacity to pay interest and repay principal. Certain Investment Funds may invest in bonds rated lower than investment grade, which may be considered speculative.

Certain Investment Funds may also invest substantially all of their assets in high-risk instruments that are low rated or unrated.

Distressed Debt. Distressed debt strategies entail investing in the debt of companies experiencing significant financial or operational difficulties that often lead to bankruptcies, exchange offers, workouts, financial reorganizations, and other special credit event-related situations. These companies are generally experiencing even greater difficulties than companies in the “high yield” category. These securities generally trade at significant discounts to par value, because of these difficulties and because certain classes of investors are precluded, based on their investment mandates, from holding low-credit instruments. Investment Funds which invest in distressed debt typically experience significantly more volatility and risk than traditional fixed income Investment Funds.

Credit Crisis Liquidity Risk. Certain types of credit instruments, such as investments in collateralized debt obligations, high-yield bonds, debt issued in leveraged buyout transactions, mortgage- and asset-backed securities, and short-term asset-backed commercial paper, became very illiquid in the latter half of 2007 through 2009. General market uncertainty and consequent re-pricing of risk led to market imbalances of sellers and buyers, which in turn resulted in significant valuation uncertainties in mortgage and credit-related securities and other instruments. These conditions resulted in greater volatility, less liquidity, widening credit spreads and a lack of price transparency, with many instruments remaining illiquid and of uncertain value. Future tightening, or collapse, of the credit markets may make valuation for the Fund and its Investment Funds uncertain and/or result in sudden and significant valuation increases or declines in the Fund or the Investment Funds.

Arbitrage Strategies Risk. The Fund and the Investment Funds may utilize various arbitrage strategies, including convertible arbitrage, merger/event-driven arbitrage, fixed income arbitrage, volatility arbitrage and statistical arbitrage. Arbitrage investment typically seeks to take advantage of temporary perceived inefficiencies in the pricing of certain assets. Through research and analysis, arbitrage investors seek to find investment opportunities that have not been deemed to be viable by other investors. Such investments may be available only cyclically or not at all. Furthermore, if assumptions used in the research and analysis of the arbitrage investment are incorrect or if the model used to evaluate arbitrage investments is flawed, arbitrage strategies may be unsuccessful.

Proactive Investing Risk. In those cases where the Adviser, Subadviser or Investment Manager of an Investment Fund takes a more proactive role with respect to an investment in a company, there is a risk that the Adviser, Subadviser or Investment Manager's intended strategy for that company may not achieve or fully achieve the desired outcome, and the value of the investment in the company’s securities may not be protected or enhanced as anticipated. Moreover, there may be instances (such as when a representative of the Adviser, Subadviser or Investment Manager serves on the board of directors of a company) when the Fund or an Investment Fund will be restricted in transacting in or redeeming a particular investment as a result of, among other things, legal restrictions on transactions by company directors or affiliates.

Convertible Securities. Convertible securities (“Convertibles”) are generally debt securities or preferred stocks that may be converted into common stock. Convertibles typically pay current income as either interest (debt security convertibles) or dividends (preferred stocks).

A Convertible’s value usually reflects both the stream of current income payments and the value of the underlying common stock. The market value of a Convertible performs like that of a regular debt security; that is, if market interest rates rise, the value of a Convertible usually falls. Since it is convertible into common stock, the Convertible generally has the same types of market and issuer risk as the underlying common stock. Convertibles that are debt securities are also subject to the normal risks associated with debt securities, such as interest rate risks, credit spread expansion and ultimately default risk, as discussed above. Convertibles are also prone to liquidity risk as demand can dry up periodically, and bid/ask spreads on bonds can widen significantly.

An issuer may be more likely to fail to make regular payments on a Convertible than on its other debt because other debt securities may have a prior claim on the issuer’s assets, particularly if the Convertible is preferred stock. However, Convertibles usually have a claim prior to the issuer’s common stock. In addition, for some Convertibles, the issuer can choose when to convert to common stock, or can “call” (redeem) the Convertible, which may be at times that are disadvantageous for an Investment Fund.

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

Foreign Sovereign Debt. Sovereign debt includes bonds that are issued by foreign governments or their agencies, instrumentalities or political subdivisions or by foreign central banks. Sovereign debt also may be issued by quasi-governmental entities that are owned by foreign governments but are not backed by their full faith and credit or general taxing powers. Investment in sovereign debt involves special risks. The issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal and/or interest when due in accordance with terms of such debt, and an Investment Fund may have limited legal recourse in the event of a default because, among other reasons, remedies must be pursued in the courts of the defaulting party. In addition, political conditions, especially a sovereign entity’s willingness to meet the terms of its debt obligations, are of considerable significance.

A sovereign debtor’s willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward principal international lenders and the political constraints to which a sovereign debtor may be subject.

The occurrence of political, social or diplomatic changes in one or more of the countries issuing sovereign debt could adversely affect an Investment Fund’s investments. Political changes or a deterioration of a country’s domestic economy or balance of trade may affect the willingness of countries to service their sovereign debt.

Trading Strategies and Multiple Investment Managers. When the Fund invests in an Investment Fund, the Fund does not have custody of the assets so invested. Therefore, there is always the risk that the personnel of that Investment Fund could misappropriate the securities or funds (or both) of the Fund. Furthermore, the institutions, including brokerage firms and banks, with which the Investment Managers do business, or to which securities have been entrusted for custodial purposes, may encounter financial difficulties that impair the operational capabilities or the capital position of the Investment Fund.

The success of an Investment Manager’s trading strategy may depend upon the occurrence in the future of price trends in the markets traded. In the past, there have been periods without trends and such periods may recur. The past performance of such trading strategies is not necessarily indicative of their future profitability, and no trading program can consistently determine which commodity or security to trade or when to enter into the trade. Any factor which may lessen the prospect of major trends in the future (such as increased governmental control of, or participation in, the markets) may reduce an Investment Manager’s ability to trade profitably in the future. Any factor which would make it difficult to execute more timely trades, such as a significant lessening of liquidity in a particular market, would also be detrimental to profitability. Further, Investment Managers may modify and alter their strategies from time to time in an attempt to better evaluate market movements. As a result of such periodic modifications, it is possible that the trading strategies used by the Investment Managers in the future may be different from those presently in use. The Fund may also invest with newly formed Investment Managers that have limited or no operating histories or track records. No assurance can be given that the trading strategies to be used by Investment Managers will be successful under all or any market conditions.

In order to diversify among trading methods and markets, the Subadviser has selected multiple Investment Funds. Although this diversification is intended to offset losses while maintaining the possibility of capitalizing on profitable price movements, there can be no assurance that use of several different Investment Funds will not result overall in losses generated by some Investment Funds exceeding profits achieved by others. The Fund intends to focus its allocation on Investment Funds engaged in lower volatility, relative value type strategies. However, there is no assurance that such Investment Funds will, in fact, offer low volatility. There is no guarantee that the Fund

will achieve its objectives or generate profits. Similarly, there is no assurance that selection of multiple Investment Funds will prove more successful than would selection of a single Investment Fund. Moreover, the Subadviser may reallocate the Fund’s assets among the Investment Funds, terminate one or more Investment Funds or select additional Investment Funds at any time. Any such reallocation could adversely affect the performance of the Fund.

Systematic Trading. Investment Managers using systematic trading strategies take directional positions in commodities, currencies or securities. Such Investment Managers base their decisions not on fundamental supply and demand factors, economic factors or anticipated events, but rather on technical trading systems involving trend analysis and other factors relating to the market itself. The profitability of such systematic trading depends upon the occurrence in the future of sustained price moves. Investment Managers using systematic trading strategies may also exercise some discretion to not take a position that is indicated by their systems or to take a position not indicated by their systems. This may result in such Investment Manager missing profit opportunities or making unprofitable trades when a more systematic approach would not have done so. On the other hand, rigid adherence to any system could miss opportunities or lead to losses which an exercise of discretion based on analysis of fundamental factors might have avoided.

Securities on Margin. Investment Funds may borrow money to purchase securities. Such borrowing provides the advantages of leverage, but exposes the Investment Funds to capital risk and higher expenses. Any gain in the value of securities purchased with borrowed money or income earned from these securities that exceeds interest paid on the amount borrowed would cause an Investment Fund’s net assets to increase faster than would otherwise be the case. Conversely, any decline in the value of the securities purchased would cause the Investment Fund’s net assets to decrease faster than would otherwise be the case.

Speculative Trading Strategies. Some Investment Funds may engage in speculative strategies, such as selling securities short and futures trading. Short selling exposes the seller to unlimited risk due to the lack of an upper limit on the price to which a security may rise. Commodity futures prices can be highly volatile. Because of the low margin deposits normally required in futures trading, an extremely high degree of leverage is a typical feature of futures trading. This may have the effect of magnifying trading losses an Investment Fund experiences. No guarantee or representation is made that any Investment Fund’s strategies will be successful.

Derivatives Markets Can Be Highly Volatile. The profitability of investments by an Investment Fund or the Fund in the derivatives markets depends on the ability of its Investment Manager to analyze correctly these markets, which are influenced by, among other things, changing supply and demand relationships, governmental, commercial and trade programs and policies designed to influence world political and economic events, and changes in interest rates.

Short Selling. Certain Investment Funds may engage in short selling. Short selling involves selling securities that are not owned and borrowing the same securities for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows an Investment Fund to profit from declines in market prices to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. However, since the borrowed securities must be replaced by purchases at market prices in order to close out the short position, any appreciation in the price of the borrowed securities would result in a loss upon such repurchase. An Investment Fund’s obligations under its securities loans will be marked to market daily and collateralized by the Investment Fund’s assets held at the broker, including its cash balance and its long securities positions. Because securities loans must be marked to market daily, there may be periods when the securities loan must be settled prematurely, and a substantial loss would occur. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Short-selling exposes an Investment Fund to unlimited risk with respect to that security due to the lack of an upper limit on the price to which an instrument can rise.

Repurchase Agreements. Repurchase agreements are agreements under which an Investment Fund purchases securities from a bank that is a member of the Federal Reserve System, a foreign bank or a securities dealer that agrees to repurchase the securities from the Investment Fund at a higher price on a designated future date. If the seller under a repurchase agreement becomes insolvent, the Investment Fund’s right to dispose of the securities may be restricted, or the value of the securities may decline before the Investment Fund is able to dispose of them. In the event of the commencement of bankruptcy or insolvency proceedings with respect to the seller of the securities before the repurchase of the securities under a repurchase agreement is accomplished, the Investment Fund may encounter a delay and incur costs, including a decline in the value of the securities, before being able to sell the

securities. If the seller defaults, the value of the securities may decline before the Investment Fund is able to dispose of them. If an Investment Fund enters into a repurchase agreement that is subject to foreign law and the other party defaults, the Investment Fund may not enjoy protections comparable to those provided to certain repurchase agreements under U.S. bankruptcy law, and may suffer delays and losses in disposing of the collateral as a result.

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

Foreign Currency Transactions. Investment Funds may engage in foreign currency transactions for a variety of purposes, including to fix in U.S. dollars, between trade and settlement date, the value of a security that an Investment Fund has agreed to buy or sell, or to hedge the U.S. dollar value of securities the Investment Fund already owns, particularly if an Investment Manager expects a decrease in the value of the currency in which the foreign security is denominated. Investment Funds may, in some cases, purchase and sell foreign currency for non-hedging purposes. The Fund may also engage in foreign currency transactions to hedge the exposure of any non-U.S. currency investment.

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

Money Market Instruments. For defensive purposes or otherwise, some or all of an Investment Fund’s assets may be invested in high quality fixed-income securities, money market instruments, and money market mutual funds, or held in cash or cash equivalents in such amounts as the Investment Manager deems appropriate under the circumstances. The Fund also may invest in these instruments for defensive, liquidity or other purposes. Money market instruments are high quality, short-term fixed-income obligations, which generally have remaining maturities of one year or less, and may include U.S. Government Securities, commercial paper, certificates of deposit and bankers’ acceptances issued by domestic branches of United States banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements.

Purchasing Initial Public Offerings. Investment Funds may invest in securities of companies in initial public offerings or shortly thereafter. Special risks associated with these securities may include a limited number of shares available for trading, unseasoned trading, lack of investor knowledge of the issuer, and limited operating history. These factors may contribute to substantial price volatility for the shares of these companies and, thus, for the Investment Funds (and, ultimately, for the Fund). The limited number of shares available for trading in some initial public offerings may make it more difficult for an Investment Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing market prices. In addition, some companies in initial public offerings are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or the near-term prospectus of achieving them.

Special Investment Instruments and Techniques. Investment Managers may utilize a variety of special investment instruments and techniques to hedge the portfolios of the Investment Funds against various risks (such as changes in interest rates or other factors that affect security values) or for non-hedging purposes to pursue an Investment Fund’s investment objective. These strategies may be executed through derivative transactions. The instruments the Investment Managers may use and the particular manner in which they may be used may change over time as new instruments and techniques are developed or regulatory changes occur. Certain of the special investment instruments and techniques that the Investment Managers may use are speculative and involve a high degree of risk, particularly in the context of non-hedging transactions.

Investment Selection. The Investment Funds’ investments may be selected in part on the basis of information and data filed by the issuers of such securities with various government regulators or made directly available to the Investment Managers by the issuers of securities or through sources other than the issuers. Although the Investment Managers will evaluate all such information and data and seek independent corroboration when they consider it appropriate and when it is reasonably available, the Investment Managers will not be in a position to confirm the completeness, genuineness or accuracy of such information and data, and in some cases, complete and accurate information will not be readily available.

The Fund will acquire investment assets that have not yet been identified and will change over time. Accordingly, prospective investors will not have an opportunity to review any assets that will be acquired by the Fund prior to investing in the Fund. The likelihood that Members will realize income or gain depends on the skill and expertise of the Subadviser in selecting Investment Funds.

Equity Securities. Investment in equity securities offers the potential for substantial capital appreciation. However, such investment also involves certain risks, including issuer, industry, market and general economic related risks. Investment Managers may attempt to reduce these risks; however, adverse developments or perceived adverse developments in one or more of these areas could cause a substantial decline in the value of equity securities owned by an Investment Fund.

Non-U.S. Exchanges and Markets. An Investment Fund may engage in trading on non-U.S. exchanges and markets. Trading on such exchanges and markets may involve certain risks not applicable to trading on U.S. exchanges and is frequently less regulated. For example, certain of those exchanges may not provide the same assurances of the integrity (financial and otherwise) of the marketplace and its participants, as do U.S. exchanges. There also may be less regulatory oversight and supervision by the exchanges themselves over transactions and participants in such transactions on those exchanges. Some non-U.S. exchanges, in contrast to U.S. exchanges, are “principals’ markets” in which performance is the responsibility only of the individual member with whom the trader has dealt and is not the responsibility of an exchange or clearing association. Furthermore, trading on certain non-U.S. exchanges may be conducted in such a manner that all participants are not afforded an equal opportunity to execute certain trades and may also be subject to a variety of political influences and the possibility of direct government intervention. Investment in non-U.S. markets would also be subject to the risk of fluctuations in the exchange rate between the local currency and the U.S. dollar and to the possibility of exchange controls. Foreign brokerage commissions and other fees are also generally higher than in the United States.

Non-U.S. Investments. Investment in non-U.S. issuers or securities principally traded outside the United States may involve certain special risks due to economic, political and legal developments, including favorable or unfavorable changes in currency exchange rates, exchange control regulations (including currency blockage), expropriation of assets or nationalization, imposition of withholding taxes on dividend or interest payments, and possible difficulty in obtaining and enforcing judgments against non-U.S. entities. Furthermore, issuers of non-U.S. securities are subject to different, often less comprehensive accounting reporting and disclosure requirements than domestic issuers. The securities of some foreign governments and companies and foreign securities markets are less liquid and at times more volatile than comparable U.S. securities and securities markets.

Currency Risk. The value of an Investment Fund’s assets may be affected favorably or unfavorably by the changes in currency rates and exchange control regulations. Some currency exchange costs may be incurred when an Investment Fund changes investments from one country to another. Currency exchange rates may fluctuate significantly over short periods of time. They generally are determined by the forces of supply and demand in the respective markets and the relative merits of investments in different countries, actual or perceived changes in interest rates and other complex factors, as seen from an international perspective. Currency exchange rates can also be affected unpredictably by intervention by governments or central banks (or the failure to intervene) or by currency controls or political developments.

Lending Portfolio Securities. Investment Funds may lend securities held in their portfolios to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions. The lending Investment Fund continues to be entitled to payments in amounts equal to the interest, dividends or other distributions payable on the loaned securities, which affords it an opportunity to earn interest on the amount of the loan and on the loaned

securities’ collateral. An Investment Fund might experience loss if the institution with which the Investment Fund has engaged in a portfolio loan transaction breaches its agreement with the Investment Fund.

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

Forward Trading. Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and are not standardized; rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and “cash” trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. The principals who deal in the forward markets are not required to continue to make markets in the currencies or commodities they trade and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in these markets have refused to quote prices for certain currencies or commodities or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. Disruptions can occur in any market traded by an Investment Fund due to unusually high trading volume, political intervention or other factors. The imposition of controls by governmental authorities might also limit such forward (and futures) trading to less than that which an Investment Fund would otherwise conduct, to the possible detriment of the Fund. Market illiquidity or disruption could result in major losses to the Fund. In addition, managed accounts or investment funds in which the Investment Fund has an interest may be exposed to credit risks with regard to counterparties with whom the Investment Managers trade as well as risks relating to settlement default. Such risks could result in substantial losses to the Fund.

Emerging Markets. The risks of foreign investments described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the United States and developed foreign markets. Disclosure and regulatory standards in many respects are less stringent than in the United States and developed foreign markets. Accounting and auditing standards in many markets are different, and sometimes significantly differ from those applicable in the United States or Europe. In particular, the accounting standards with respect to inflation have to be clearly understood in order to analyze a balance sheet. There is substantially less publicly available information about companies located in emerging markets than there is about companies in other more developed jurisdictions. There also may be a lower level of monitoring and regulation of securities markets in emerging market countries and the activities of investors in such markets and enforcement of existing regulations has been extremely limited.

Many emerging countries have experienced substantial, and in some periods extremely high, rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have had and may continue to have very negative effects on the economies and securities markets of certain emerging countries.

Economies in emerging markets generally are heavily dependent upon international trade and, accordingly, have been and may continue to be affected adversely by trade barriers, exchange controls, managed adjustments in relative currency values, and other protectionist measures imposed or negotiated by the countries with which they trade. The economies of these countries also have been and may continue to be adversely affected by economic conditions in the countries with which they trade. The economies of countries with emerging markets may also be predominantly based on only a few industries or dependent on revenues from particular commodities. In addition, custodial services and other costs relating to investment in foreign markets may be more expensive in emerging markets than in many developed foreign markets, which could reduce an Investment Fund’s income from such securities.

In many cases, governments of emerging countries continue to exercise significant control over their economies, and government actions relative to the economy, as well as economic developments generally, may affect the capacity of issuers of emerging country debt instruments to make payments on their debt obligations, regardless of their financial condition. In addition, there is a heightened possibility of expropriation or confiscatory taxation, imposition of withholding taxes on interest payments, or other similar developments that could affect investments in those countries. There can be no assurance that adverse political changes will not cause an Investment Fund to suffer a loss of any or all of its investments or, in the case of fixed-income securities, interest thereon.

Many emerging countries are undergoing important political and economic changes that are making their economies more free-market oriented. However, there could be future political and economic changes that may return the situation to closed and centrally controlled economies with price and foreign exchange controls. Many of these countries lack the legal, structural and cultural basis for the establishment of a dynamic, orderly, market-oriented economy. Many of the promising changes that are being seen at present could be reversed, causing significant impact on an Investment Fund’s investment returns.

Turnover. An Investment Fund’s trading activities may be made on the basis of short-term market considerations. The Fund anticipates that certain Investment Funds’ portfolio turnover rates will be significant, involving substantial brokerage commissions and fees. Each Investment Fund will be responsible for the payment of all of the trading expenses incurred in connection with its trading activities, which will ultimately affect the return achieved by the Fund.

Illiquid Investments. The Fund intends principally to invest in Investment Funds that invest in liquid markets and liquid securities; however, the Investment Funds may invest in illiquid investments, including private investments in privately or publicly traded companies. Illiquid investments may not appreciate in the short term or at all and/or may incur losses. The Investment Funds may be unable to dispose of illiquid investments promptly or at a reasonable price. In addition, with respect to certain long-term illiquid investments, the Investment Funds will not be able to dispose of them until a realization event, such as a sale of business or initial public offering, which may not occur in the near term or at all. Consequently, if an Investment Fund experienced substantial withdrawals of capital at a time when a material portion of its portfolio was invested in illiquid investments, withdrawing and/or non-withdrawing investors could be adversely affected. Withdrawing investors could receive cash withdrawals, leaving the Investment Fund with an increasingly illiquid portfolio. Alternatively, the Investment Funds could suspend withdrawals or effect withdrawals in kind by transferring illiquid investments to the withdrawing investors or to all investors. Each Investment Fund that makes illiquid investments will value such illiquid investments and will realize such illiquid investments in accordance with its own valuation and investment policies, and the Subadviser will generally not participate in such determinations. Because there is little or no market for illiquid investments, the valuation assumptions with respect to illiquid investments may require subsequent adjustments. Such valuations will affect the Investment Funds’ net asset values. In addition, investors in the Investment Funds that contribute capital at different times may experience divergent returns on their investments due to the illiquid nature of such investments. Finally, if the Investment Funds experienced material losses with respect to their illiquid investments for which margin financing was utilized, the Investment Funds’ ability to post variation margin could be affected. In such event, the Investment Funds might be compelled to liquidate certain investments that they otherwise might have maintained at a loss. Each Member will share in the Fund’s share of each illiquid investment of the Investment Funds irrespective of when such Member invested in the Fund.

Valuation by Investment Funds of illiquid investments will affect the Fund’s net asset value and therefore the net asset value of the Interests at the time of purchase or withdrawal or the amount of the Management Fee payable to the Adviser. In particular, where valuation assumptions on illiquid investments require subsequent adjustments (either by increasing or decreasing the valuation assumptions of such investments), Shares could be purchased or withdrawn by Members at a higher or lower net asset value than they otherwise would have been.

Restricted Securities. Certain Investment Funds may invest in restricted securities that are subject to substantial holding periods or that are not traded in public markets. Restricted securities generally are difficult or impossible to sell at prices comparable to the market prices of similar securities that are publicly traded. No assurance can be given that any such restricted securities will be eligible to be traded on a public market even if a public market for

securities of the same class were to develop. It is highly speculative as to whether and when an issuer will be able to register its securities so that they become eligible for trading in public markets.

Derivatives. Derivatives are financial contracts whose value depends on, or is derived from, an underlying product, such as the value of a securities index. Among the types of derivatives that may be used by the Fund or the Investment Funds are futures, options and swaps. The risks generally associated with derivatives include the risks that: (a) the value of the derivative will change in a manner detrimental to the Fund or an Investment Fund; (b) before purchasing the derivative, the Subadviser or the Investment Manager will not have the opportunity to observe its performance under all market conditions; (c) another party to the derivative may fail to comply with the terms of the derivative contract; (d) the derivative may be difficult to purchase or sell; and (e) the derivative may involve indebtedness or economic leverage, such that adverse changes in the value of the underlying asset could result in a loss substantially greater than the amount invested in the derivative itself or in heightened price sensitivity to market fluctuations.

Certain Investment Funds may also invest in non-U.S.-traded derivatives. When traded outside the United States, derivatives may not be regulated as rigorously as in the United States, may not involve a clearing mechanism and related guarantees, and will be subject to the risk of government actions affecting trading in, or the prices of, foreign securities and other instruments. The value of positions taken as part of non-U.S. derivatives also could be adversely affected by: (1) other complex foreign political, legal and economic factors, (2) lesser availability of data on which to make trading decisions than in the United States, (3) delays in an Investment Fund’s ability to act upon economic events occurring in foreign markets during non-business hours in the United States, (4) the imposition of different exercise and settlement terms and procedures and margin requirements than in the United States and (5) lower trading volume and liquidity.

Futures Contracts and Options on Futures Contracts. In entering into futures contracts and options on futures contracts, there is a credit risk that a counterparty will not be able to meet its obligations to the Fund or an Investment Fund. The counterparty for futures contracts and options on futures contracts traded in the United States and on most foreign futures exchanges is the clearinghouse associated with such exchange. In general, clearinghouses are backed by the corporate members of the clearinghouse who are required to share any financial burden resulting from the non-performance by one of its members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members (i.e., some foreign exchanges), it is normally backed by a consortium of banks or other financial institutions. There can be no assurance that any counterparty, clearing member or clearinghouse will be able to meet its obligations to an Investment Fund.

In addition, under the Commodity Exchange Act, futures commission merchants are required to maintain customers’ assets on a segregated basis. If an Investment Fund engages in futures and options contract trading and the futures commission merchants with whom the Investment Fund maintains accounts fail to so segregate the Investment Fund’s assets or are not required to do so, the Investment Fund will be subject to a risk of loss in the event of the bankruptcy of any of its futures commission merchants. Even where customers’ funds are properly segregated, an Investment Fund might be able to recover only a pro rata share of its property pursuant to a distribution of a bankrupt futures commission merchant’s assets.

Futures Cash Flow. Futures contracts gains and losses are marked-to-market daily for purposes of determining margin requirements. Option positions generally are not, although short option positions will require additional margin if the market moves against the position. Due to these differences in margin treatment between futures and options, there may be periods in which positions on both sides must be closed down prematurely due to short-term cash flow needs. Were this to occur during an adverse move in the spread or straddle relationships, a substantial loss could occur.

Option Transactions. The purchase or sale of an option by the Fund or an Investment Fund involves the payment or receipt of a premium payment and the corresponding right or obligation, as the case may be, to either purchase or sell the underlying security or other instrument for a specific price at a certain time or during a certain period. Purchasing options involves the risk that the underlying instrument does not change price in the manner expected, so that the option expires worthless and the investor loses its premium. Selling options, on the other hand, involves potentially greater risk because the investor is exposed to the extent of the actual price movement in the underlying security or other instrument in excess of the premium payment received.

Call and Put Options on Securities Indices. The Fund or the Investment Funds may purchase and sell call and put options on stock indices listed on national securities exchanges or traded in the over-the-counter market for hedging purposes and non-hedging purposes to pursue their investment objective. A stock index fluctuates with changes in the market values of the stocks included in the index. Accordingly, successful use by the Fund or an Investment Fund of options on stock indexes will be subject to the ability of the Subadviser or the Investment Manager to predict correctly movements in the direction of the stock market generally or of a particular industry or market segment. This requires different skills and techniques than predicting changes in the price of individual stocks.

Swap Agreements. The Fund and Investment Funds may enter into equity, commodity, interest rate, index, credit default and currency rate swap agreements. These transactions are entered into in an attempt to obtain a particular return when it is considered desirable to do so, possibly at a lower cost than if an Investment Fund had invested directly in the asset that yielded the desired return, or to hedge. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than a year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional amount,” (e.g., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a “basket” of securities representing a particular index). Forms of swap agreements include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent interest rates exceed a specified rate or “cap”; interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent interest rates fall below a specified level or “floor”; and interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels.

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

Counterparty Risk. Some of the markets in which Investment Funds may effect their transactions are "over-the-counter" or "interdealer" markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of "exchange-based" markets. To the extent an Investment Fund invests in swaps, derivative or synthetic instruments, or other over-the-counter transactions on these markets, such Investment Fund may take a credit risk with regard to parties with which it trades and may also bear the risk of settlement default. These risks may differ materially from those entailed in exchange-traded transactions which generally are backed by clearing organization guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from such protections. This exposes the Investment Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Investment Fund to suffer a loss. Such "counterparty risk" is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where an Investment Fund has concentrated its transactions with a single or small group of counterparties. Investment Funds are not restricted from dealing with any particular counterparty or from concentrating any or all of their transactions with one counterparty. The ability of Investment Funds to transact business with any one or number of counterparties, the lack of any independent evaluation of such counterparties’ financial capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses by Investment Funds utilizing these types of investments.

Failure of Broker-Dealers. Institutions, such as brokerage firms or banks, may hold certain of an Investment Fund’s assets in “street name.” Bankruptcy or fraud at one of these institutions could impair the operational capabilities or the capital position of that Investment Fund.

In addition, as certain Investment Funds may borrow money or securities or utilize operational leverage with respect to their assets, those Investment Funds will post certain of their assets as collateral securing the obligations or leverage (“Margin Securities”). Each Investment Fund’s broker generally holds the Margin Securities on a commingled basis with margin securities of its other customers and may use certain of the Margin Securities to generate cash to fund the Investment Fund’s leverage, including pledging such Margin Securities. Some or all of the Margin Securities may be available to creditors of the Investment Fund’s broker in the event of its insolvency. The Investment Fund’s broker has netting and set off rights over all the assets held by it to satisfy the Investment Fund’s obligations under its agreements with the Investment Fund’s broker, including obligations relating to any margin or short positions.

OTC Transactions. Certain Investment Funds may deal in forward foreign exchange contracts between currencies of the different countries and multi-national currency units and options on currencies for hedging or speculation. With respect to forward currency contracts, this is accomplished through contractual agreements generally to purchase or sell one specified currency for another currency at a specified future date and price determined at the inception of the contract. Certain Investment Funds will engage in other OTC transactions, such as options not traded on an exchange, swaps, caps, floors, and collars.

In general, there is less governmental regulation and supervision in the OTC markets than of transactions entered into on an organized exchange. In addition, many of the protections afforded to participants on some organized exchanges, such as the performance guarantee of an exchange clearinghouse, will not be available in connection with OTC transactions. This exposes an Investment Fund to the risks that a counterparty will not settle a transaction because of a credit or liquidity problem or because of disputes over the terms of the contract. An Investment Fund is not restricted from concentrating transactions with one counterparty. An Investment Fund, therefore, will be exposed to greater risk of loss through default than if the Investment Fund’s trading were confined to regulated exchanges.

An Investment Fund will be subject to the risk of the inability of counterparties to perform with respect to transactions, whether due to insolvency, bankruptcy, governmental prohibition or other causes, which could subject the Investment Fund to substantial losses.

Investment Manager Misconduct. When the Fund invests assets in an Investment Fund, the Fund will not have custody of the invested assets or control over its investment. Therefore, despite due diligence and monitoring, there is always the risk that an Investment Manager could divert or abscond with the assets, fail to follow agreed upon investment strategies or engage in other misconduct. The private Investment Funds in which the Fund’s assets will be invested likely will not have registered their securities under federal or state securities laws. In addition, the Investment Managers may not be registered as investment advisers under the Advisers Act. This lack of registration, with the attendant lack of regulatory oversight, may enhance the risk of misconduct by the Investment Managers.

Incentive Compensation. Investment Managers compensated with performance fees or allocations may assume more risk than those who receive fixed fees. Generally, the Investment Managers’ compensation is determined separately for each year or shorter period; often, but not always, the Investment Manager agrees to carry forward losses to subsequent years in determining the fee for such years. Such fee arrangements may give the Investment Managers incentives to make purchases for an Investment Fund that are unduly risky or speculative. Also, performance-based compensation may be paid to Investment Managers who show net profits, even though the Fund may incur a net loss.

Past Performance; Trading Method Changes. Investment Managers’ trading strategies may change over time. There can be no assurance that any trading strategies will produce profitable results or that past performance of an Investment Manager’s trading strategies indicates future profitability. Furthermore, Investment Managers’ trading methods are dynamic and evolve. Thus, an Investment Manager may not always continue to use the same trading method in the future that was used to compile performance histories.

Limits on Hedged Strategies. Investment Managers may employ limited directional strategies that expose the Investment Funds to certain market risks. Substantial losses may be recognized on hedged positions as illiquidity

and/or default on one side of a position can lead to a hedged position being transformed into an outright speculative position.

Hedging Transactions. The Fund and the Investment Funds may utilize financial instruments, including, but not limited to, futures, swaps, options, exchange-traded funds and other equity market derivatives, both for investment purposes and for risk management purposes: (i) to protect against possible changes in the market value of the Fund or an Investment Fund’s investment portfolio resulting from fluctuations in markets and changes in interest rates; (ii) to protect unrealized gains in the value of the Fund or an Investment Fund’s investment portfolio; (iii) to enhance or preserve returns, spreads or gains on any investment in the Fund or an Investment Fund’s portfolio or (iv) for any other reason that the Investment Managers deem appropriate. There can be no assurances that such hedging transactions or activities will be available or practicable in all cases or that they will be effective. Although the Fund and the Investment Funds may attempt to minimize such market and portfolio risks, some unhedged market and portfolio exposure will occur.

Securities Believed to be Undervalued or Incorrectly Valued. Securities that Investment Managers believe are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within timeframes Investment Managers anticipate. Investment Managers are not subject to minimum credit standards in their investments, and may purchase below investment grade obligations.

Financing Arrangements. As a general matter, the banks and dealers that provide financing to the Investment Funds have considerable discretion in setting and changing their margin, haircut, financing and collateral valuation policies. Changes by banks and dealers in any of the foregoing policies may result in large margin calls, loss of financing and forced liquidations of positions at disadvantageous prices. There can be no assurance that any particular Investment Fund will be able to secure or maintain adequate financing, without which such an Investment Fund may not be viable.

General Economic Conditions. The success of Investment Fund strategies is often linked to market and business cycles, as well as the broader economic environment, which may affect the level and volatility of interest rates and the extent and timing of investor participation in the markets. Unexpected volatility or illiquidity in the markets in which the Investment Funds hold positions could result in significant losses for Investment Funds.

Investment in Multiple Investment Funds. The Investment Funds trade independently of each other and may place orders that “compete” with each other for execution or that cause the Fund to establish positions that offset each other (in which case the Fund would indirectly incur commissions and fees without the potential for a trading profit). Similarly, an Investment Fund could hold at one time opposite positions in the same instrument as a different Investment Fund. Each such position would indirectly cost the Fund transactional expenses but could not generate any recognized gain or loss.

Tandem Markets. The Fund may invest in Investment Funds which, in aggregate, broadly allocate among various assets classes such as equities, fixed-income, commodities, foreign currencies, listed securities and over-the-counter instruments globally. However, from time to time multiple markets can move in tandem against the Fund’s positions and in such cases the Fund could suffer substantial losses.

Small and Medium Capitalization Companies. Investment Funds may invest in companies with small- to medium-sized market capitalizations. These companies involve higher risks in some respects than investments in securities of larger companies. These risks include higher price volatility risk as compared to large-capitalization companies and greater bankruptcy or insolvency risk (with the attendant losses to investors) than for larger, “blue chip” companies.

Event Driven Investments. The Investment Funds may invest in companies involved in (or the target of) acquisition attempts or tender offers or companies involved in work-outs, liquidations, spin-offs, reorganizations, bankruptcies and similar transactions. Likewise, an Investment Fund’s investments may be in markets or companies in the midst of a period of economic or political instability. In any investment opportunity involving any such type of business transaction or event, there exists a number of risks, such as the risk that the transaction in which such business enterprise is involved either will be unsuccessful, take considerable time or will result in a distribution of cash or a new security the value of which will be less than the purchase price to the Investment Fund of the security or other

financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, the Investment Fund may be required to sell its investment at a loss. Further, in any investment in an unstable political or economic environment, there exists the risk of default as to debt securities and bankruptcy or insolvency with respect to equity securities. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies or situations in which the Investment Fund may invest, there is a potential risk of loss by the Investment Fund of its entire investment in such companies.

Prime Brokers; Clearing Brokers; Futures Commission Merchants. Investment Funds may maintain customer accounts with prime brokers, clearing brokers and/or futures commission merchants. Securities and cash held in customers’ accounts at prime brokers that are U.S.-registered broker-dealers will not be available to the non-customer creditors of the prime broker. Nonetheless, if a prime broker became insolvent and there were not sufficient customer assets to pay all customers in full, then the securities and cash held in customers’ accounts at the prime broker would be distributed pro rata among customers. Different results may occur in the event that a U.S. prime broker sub-custodies its assets with a foreign sub-custodian outside the United States. Different results, including loss of U.S. regulatory protections, may also occur in the event that an Investment Fund customer of a U.S. prime broker permitted the prime broker to (i) rehypothecate or lend its assets or (ii) transfer its assets to a prime broker or other entity that is not a U.S. registered broker-dealer. If assets are held by a prime broker that is not a U.S. registered broker-dealer, the U.S. regulatory protections do not apply. In certain jurisdictions, with authority from the Investment Fund, such assets may be borrowed, lent or otherwise used by the prime broker for its own purposes. In the event of the insolvency of the prime broker, Investment Funds may rank as unsecured creditors and may not be able to recover equivalent assets in full.

The Commodity Exchange Act (the “CEA”) requires a futures commission merchant to segregate funds deposited in an Investment Fund customer’s commodity futures account. If a futures commission merchant fails to properly segregate an Investment Fund’s assets, the Investment Fund may be subject to a risk of loss of its funds on deposit in the event of such futures commission merchant’s bankruptcy or insolvency. In addition, under certain circumstances, such as the inability of another customer of a futures commission merchant or its own inability to satisfy substantial deficiencies in such other customer’s account, the Investment Fund may be subject to a risk of loss of its funds on deposit even if such funds are properly segregated. In the case of any such bankruptcy or customer loss, the Investment Fund might recover only a pro rata share of all property available for distribution to all of the futures commission merchant’s customers. If no property is available for distribution, the Investment Fund would not recover any of its assets.

Recent events have demonstrated that in the event of the insolvency of a broker or futures commission merchant, an Investment Fund customer may encounter delays in establishing its rights to assets held by the insolvent prime broker and/or futures commission merchant.

Moreover, pursuant to the contracts entered into between the Fund and/or the Investment Funds and their prime brokers and/or futures commission merchants, the Fund and the Investment Funds may be required to post significant margin amounts under certain circumstances. If unable to meet such requirements, the prime broker and/or futures commission merchant would be authorized to close out the positions of the Fund or the Investment Fund, as the case may be. An immediate closing of such positions would expose the Fund or the Investment Fund, as the case may be, to the risk that its positions would be liquidated at unfavorable prices.

Other Accounts of Investment Managers. Investment Managers may manage other accounts (including accounts in which the Investment Managers have a personal interest), which could impact how trades are allocated to the Investment Funds in which the Fund invests. Large positions held by an Investment Manager across several accounts may be difficult to liquidate at what the Investment Manager believes to be a fair price. The investment activities of the Investment Managers for the other accounts they manage, may give rise to conflicts of interest that may disadvantage the Fund. See “RISK FACTORS – Principal Risks Relating to the Fund’s Structure – Conflicts of Interest” for more information.

Off-Balance Sheet Risk. In the normal course of business, the Investment Funds may invest in financial instruments with off-balance sheet risk. These instruments may include forward contracts, swaps and securities and options contracts sold short. An off-balance sheet risk is associated with a financial instrument if such instrument exposes the investor to a loss in excess of the investor’s recognized asset carrying value in such financial instrument, if any,

or if the ultimate liability associated with the financial instrument has the potential to exceed the amount that the investor recognizes as a liability in the investor’s statement of assets and liabilities.

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

Trading Suspensions. Securities or futures exchanges typically have the right to suspend or limit trading in any instrument traded on the exchanges. A suspension could render it impossible to liquidate an Investment Fund’s positions and thereby expose the Fund to losses.

Start-Up Periods. The Investment Funds may encounter start-up periods during which they will incur certain risks relating to the initial investment of newly contributed assets. Moreover, the start-up periods also represent a special risk in that the level of diversification of one or more of the Investment Funds’ portfolios may be lower than in a fully committed portfolio or group of portfolios.

Future Regulatory Change is Impossible to Predict. The securities and derivatives markets are subject to comprehensive statutes, regulations and margin requirements. The SEC, CFTC, and the securities and futures exchanges that they regulate are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading. The regulation of securities and derivatives both inside and outside the United States is a rapidly changing area of law and is subject to modification by government and judicial action. The effect of any future regulatory change on the Fund is impossible to predict, but could be substantial and adverse.

Limits of Risk Disclosures

The above discussion covers certain risks associated with an investment in the Fund and the Interests, but is not, nor is it intended to be, a complete enumeration or explanation of all risks involved in an investment in the Fund. Prospective investors should read this entire Memorandum and consult with their own advisers before deciding whether to invest in the Fund. An investment in the Fund should be made only by investors who understand the nature of the investment, do not require liquidity in the investment and can bear the financial risks of the investment including partial or complete loss of principal.

MANAGEMENT

The Board of Managers of the Fund

The Board provides broad oversight over the operations and affairs of the Fund, and has overall responsibility to manage and control the business affairs of the Fund, including the complete and exclusive authority to establish policies regarding the management, conduct, and operation of the Fund’s business. The Board exercises the same powers, authority and responsibilities on behalf of the Fund as are customarily exercised by the board of directors of a registered investment company organized as a corporation.

The managers of the Board (“Managers”) are not required to hold Interests in the Fund. A majority of the Managers are persons who are not “interested persons” (as defined in the 1940 Act) of the Fund (collectively, the “Independent Managers”). The Independent Managers perform the same functions for the Fund as are customarily exercised by the non-interested directors of a registered investment company organized as a corporation.

The identity of the Managers and officers of the Fund and brief biographical information regarding each such person during the past five years is set forth below. Each Manager who is deemed to be an “interested person” of the Fund, as defined in the 1940 Act (an “Interested Manager”), is indicated by an asterisk. The business address of each person listed below is 401 South Tryon Street, Charlotte, NC 28202.

Managers

Name and Age(1)	Position(s) With the Fund	Term of Office and Length(2) of Time Served	Principal Occupation(s) During Past Five Years	Number of Portfolios In Fund Complex(3) Overseen by Managers	Other Directorships Held by Managers During the Last 5 Years
Adam Taback* Age: 39	Manager, President	Since 2010	President, Alternative Strategies Group, Inc., since 2001; President, Alternative Strategies Brokerage Services, Inc., since 2010	3	Trustee, ASGI Agility Income Fund, since 2010; Trustee, ASGI Corbin Multi-Strategy Fund, LLC, since 2010.
James Dean Age: 54	Manager	Since 2010	Dean, Associate Dean, Kenan-Flagler Business School, UNC Chapel Hill, since 1998	3	Trustee, ASGI Agility Income Fund, since 2010; Trustee, ASGI Corbin Multi-Strategy Fund, LLC, since 2010.
James Dunn Age: 37	Manager	Since 2010	Vice President, Chief Investment Officer, Wake Forest University, since 2009; Managing Director, Chief Investment Officer, Wilshire Associates, 2005-2009.	3	Trustee, ASGI Agility Income Fund, since 2010; Trustee, ASGI Corbin Multi-Strategy Fund, LLC, since 2010.
Stephen Golding Age: 62	Manager	Since 2010	Chief Financial Officer, Vice President Finance and Administration, Ohio University, since 2010.	3	Trustee, Washington College, since 2003; Trustee, ASGI Agility Income Fund, since 2010; Trustee, ASGI Corbin Multi-Strategy Fund, LLC, since 2010.
James Hille Age: 49	Manager	Since 2010	Chief Investment Officer, Texas Christian University, since 2006; Chief Investment Officer, Texas Teachers, 1995-2006.	3	Trustee, Employees Retirement System of Fort Worth, since 2007; Board Member, Texas Comptroller’s Investment Advisory Board, since 2007; Trustee, Trinity Valley School, since 2009; Trustee, ASGI Agility Income Fund, since 2010; Trustee, ASGI Corbin Multi-Strategy Fund, LLC, since 2010.
Jonathan Hook Age: 53	Manager	Since 2010	Vice President, Chief Investment Officer, The Ohio State University, since 2008; Chief Investment Officer, Baylor University, 2001-2008.	3	Trustee, ASGI Agility Income Fund, since 2010; Trustee, ASGI Corbin Multi-Strategy Fund, LLC, since 2010.

*	Indicates an interested Manager.

(1)	As of January 3, 2011.

(2)	Each Manager serves until death, retirement, resignation or removal from the Board. Any Manager may be removed, with or without cause, at any meeting of the Members by a vote of Members owning at least two-thirds of the outstanding Interests.

(3)	The “Fund Complex” is currently comprised of three closed-end registered investment companies.

Principal Officers who are not Managers

Name and Age(1)	Position(s) With the Fund	Length of Time Served(2)	Principal Occupation During Past Five Years
Michael Roman Age: 30	Treasurer	Since 2010	Fund Reporting Manager, Alternative Strategies Group, Inc., since 2007; Senior Analyst, Alternative Strategies Group, Inc., 2006; Senior Financial Analyst, Turbine, Inc., 2003-2006.
Britta Patterson Age: 36	Secretary	Since 2010	Director, Chief Administrative Officer, Alternative Strategies Group, Inc., since 2005.
Lloyd Lipsett Age: 45	Assistant Secretary	Since 2010	Vice President, Senior Counsel, Wells Fargo & Company, since 2009; Vice President and Secretary, Alternative Strategies Group, Inc., since 2009; Senior Vice President, Counsel, Wachovia Corporation (predecessor to Wells Fargo & Company), 2004-2009.
Ankit Patel Age: 30	Assistant Treasurer	Since 2010	Senior Fund Reporting Analyst, Alternative Strategies Group, Inc., since 2008; Account Manager, State Street Corporation, 2006-2007; Senior Fund Accountant, State Street Corporation, 2005-2006.
Sheelpa Patel Brown Age: 37	Chief Compliance Officer	Since 2010	Chief Compliance Officer, Alternative Strategies Group, Inc., since 2005; Chief Compliance Officer, Alternative Strategies Brokerage Services, Inc. since 2010.
Yukari Nakano Age: 58	Chief Operating Officer	Since 2010	Senior Vice President (since 2003) and Chief Operating Officer, Alternative Strategies Group, Inc., since 2010.

(1)	As of January 3, 2011.

(2)	Each officer of the Fund serves for an indefinite term until the date his or her successor is elected and qualified, or until he or she sooner dies, retires, is removed or becomes disqualified.

Leadership Structure and the Board

The Board monitors the level and quality of services, including commitments of service providers and the performance of the Adviser. In addition, the Board oversees that processes are in place to assure the Fund’s compliance with applicable rules, regulations, and investment policies and addresses possible conflicts of interest. The Board evaluates the services received under the contracts with service providers by, among other things, receiving reports covering investment performance, Member services, marketing, and the Adviser’s profitability in order to determine whether to continue existing contracts or negotiate new contracts.

Adam Taback, the Chairman of the Board, is an “interested person” (as defined in the 1940 Act) of the Fund. Stephen Golding serves as the Board’s Lead Independent Manager. As Chairman, Mr. Taback presides at meetings of the Managers and, as necessary, the Fund’s Members. Based on the specific characteristics of the Fund, including its size and focus on alternative investments, the Board has determined it appropriate that Mr. Taback fulfill the role of Chairman. Prior to each Board meeting, Mr. Taback discusses and formulates with Mr. Golding an

agenda to be addressed at the meeting, as well as conferring with other representatives of management and with counsel to the Independent Managers, if one has been selected.

As a registered investment company, the Fund is subject to a number of investment risks, as well as financial and compliance risks. These risks are mitigated by written policies approved and overseen by the Board. The Adviser conducts the Fund’s operations and the Board administers an oversight function. The Board oversees the Adviser’s operations and the Fund’s risk management with the assistance of the Board’s Audit and Valuation Committees. Each of these Committees is discussed below under “Committees.” At each Board meeting, the Board considers reports regarding the Fund’s operations and oversight thereof, including oversight of risks, as well as reports from the Chief Compliance Officer (“CCO”), who also routinely meets privately with the Independent Managers. Board Committees receive reports, and meetings may entail further discussion of issues concerning oversight of the Fund’s risk management. The Board also may discuss particular risks that are not addressed in the Committee process. Committee Chairs may confer with the Chairman of the Board to discuss various issues discussed in the Committee that may require further discussion by the full Board or separate reports by the Adviser. In addition, the Chairman of the Board confers with the CCO, the Managers, the Adviser and counsel, including counsel to the Independent Managers, to discuss risk management issues.

Manager Qualifications

This section discusses, for each Manager, the experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a Manager. The information in this section should not be understood to mean that any of the Managers is an “expert” within the meaning of the federal securities laws or for any other purpose under state or federal law.

Adam Taback. Through his experience as a senior executive of financial organizations, Mr. Taback contributes his experience in the investment management industry to the Board. Mr. Taback serves as the Chairman of the Board.

James Dean. Through his experience as an executive of foundations and business educational institutions, Mr. Dean contributes his experience in business management to the Board.

James Dunn. Through his experience as a senior executive of a financial services organization and membership of various investment industry organizations, Mr. Dunn contributes his experience in the investment and financial services industry to the Board.

Stephen Golding. Through his experience as a senior executive officer in financial administration, Mr. Golding contributes his experience in the investment industry to the Board.

James Hille. Through his experience as a senior executive of financial organizations and his experience working with public pension and endowment funds, Mr. Hille contributes his experience in the investment management industry to the Board.

Jonathan Hook. Through his experience as chief investment officer of large endowment funds, Mr. Hook contributes his experience in the investment management industry to the Board.

Committees

Audit Committee

The Board has formed an Audit Committee composed of the Independent Managers. The functions of the Audit Committee are: (1) to oversee the Fund’s accounting and financial reporting policies and practices, its internal controls and, as the Audit Committee may deem necessary or appropriate, the internal controls of certain of the Fund’s service providers; (2) to oversee the quality and objectivity of the Fund’s financial statements and the independent audit of those statements; and (3) to the extent that Managers are not members of the Audit Committee, to act as a liaison between the Fund’s independent registered public accounting firm and the Board, as applicable. The Chairperson of the Audit Committee, Stephen Golding, receives an aggregate annual fee from the Fund

Complex of $5,000 in connection with serving in such position. As of the date of this Memorandum, the Audit Committee of the Fund has not met.

Nominating and Compensation Committee

The Board has formed a Nominating and Compensation Committee composed of the Independent Managers. The Nominating and Compensation Committee is responsible for nominating candidates for election or appointment as Independent Managers and undertaking such other duties as shall be required of the Nominating and Compensation Committee from time to time by the Board. The Nominating and Compensation Committee will consider nominees recommended by Members provided such recommendations are provided with reasonable advance written notice to the Chairperson. The Chairperson of the Nominating and Compensation Committee, James Hille, receives no additional compensation in connection with serving in such position. As of the date of this Memorandum, the Nominating and Compensation Committee of the Fund has not met.

Valuation Committee

The Board has formed a Valuation Committee composed of the Independent Managers. The Valuation Committee is responsible for: (i) periodically reviewing the Fund’s procedures for valuing securities, as applicable, and making any recommendations to the Fund with respect thereto; (ii) reviewing proposed changes to those procedures; (iii) periodically reviewing information regarding industry developments in connection with valuation; and (iv) periodically reviewing information regarding fair value and liquidity determinations made pursuant to the procedures, and making recommendations to the Board in connection therewith. The Chairperson of the Valuation Committee, Stephen Golding, receives no additional compensation in connection with serving in such position. As of the date of this Memorandum, the Valuation Committee of the Fund has not met.

Compensation(1)

Name of Manager	Aggregate Compensation from the Fund	Total Compensation from the Fund Complex
Adam Taback*	$0	$0
James Dean	$6,666.67	$20,000
James Dunn	$6,666.67	$20,000
Stephen Golding	$8,333.33	$25,000
James Hille	$6,666.67	$20,000
Jonathan Hook	$6,666.67	$20,000

* Indicates an interested Manager.

(1)

Information provided in this table is based upon estimated payments to the Managers for the Fund’s first full fiscal year ending March 31, 2012.

No Manager or officer of the Fund currently owns any Interests in the Fund.

Each Independent Manager receives from the Fund Complex a retainer fee at the annual rate of $20,000. As set forth above in “Committees – Audit Committee,” Stephen Golding receives an aggregate fee from the Fund Complex of $5,000 annually for his service as Chairperson of the Audit Committee. (The Fund Complex expects to hold four meetings per year.) Independent Managers are reimbursed by the Fund for their travel and out-of-pocket expenses related to Board meetings. The Managers do not receive any pension or retirement benefits from the Fund Complex. The officers of the Fund do not receive any additional compensation from the Fund.

THE ADVISER AND THE SUBADVISER

General

The investment adviser of the Fund is the Adviser, a corporation organized under the laws of the state of North Carolina. The Adviser is a wholly owned subsidiary of Wells Fargo & Company (“Wells Fargo”).

The Adviser is registered with the SEC as an investment adviser under the Advisers Act. The Adviser also serves as investment adviser to private investment funds, some of which utilize a multi-manager, multi-strategy investment approach. Although the Adviser is registered with the CFTC as a “commodity trading advisor,” it will operate the Fund as if it was exempt from registration under CFTC Rule 4.14(a)(8), and the Fund is not required to register as a “commodity pool operator” pursuant to CFTC Rule 4.5.

The Subadviser is a limited liability company organized under the laws of the state of Delaware. The Subadviser is an indirect, wholly owned subsidiary of Natixis Global Asset Management, L.P. Natixis Global Asset Management, L.P. is part of Natixis Global Asset Management, an international asset management group based in Paris, France, that is in turn principally owned by Natixis, a French investment banking and financial services firm. Natixis is principally owned by BPCE, France’s second largest banking group. BPCE is owned by banks comprising two autonomous and complementary retail banking networks consisting of the Caisse d’Epargne regional savings banks and the Banque Populaire regional cooperative banks. An affiliate of the French Government is an investor in non-voting securities of BPCE and has limited, non-controlling representation on the supervisory board of BPCE as well as the right to convert certain shares into common equity of BPCE at a future time.

The Subadviser is registered with the SEC as an investment adviser under the Advisers Act. Although the Subadviser is registered with the CFTC as a “commodity trading advisor,” it will advise the Fund as if it was exempt from registration under CTFC Rule 4.14(a)(8). The Subadviser also serves, or may serve, as investment adviser or subadviser to private investment funds, other registered investment companies, and managed accounts. Biographies of certain of the Subadviser principals having portfolio management responsibility to the Fund (the “Subadviser Portfolio Managers”) are below. Roxanne M. Martino, Scott C. Schweighauser and Justin D. Sheperd are the Subadviser Portfolio Managers responsible for implementing the Fund’s investment program by selecting Investment Funds and other investments for the Fund’s portfolio. Ms. Martino, Mr. Schweighauser and Mr. Sheperd are the voting members of the Subadviser’s investment committee. The Subadviser’s investment committee also includes four non-voting members and the Managing Director of Operational Due Diligence, Anne Marie Morley, who possesses a veto right over all investment decisions relating to the Investment Funds.

Roxanne M. Martino. Roxanne Martino is a Partner, Chief Executive Officer, President and Portfolio Manager for the Subadviser. Ms. Martino has been affiliated with the Subadviser or its affiliates since 1990. Ms. Martino oversees all investment and non-investment operations of the Subadviser, including evaluating and analyzing both existing and prospective managers, their strategies and their risk controls. Her background includes over six years with Grosvenor Capital Management, Inc., a firm specializing in the multi-manager, multi-strategy investment approach, where she was a Vice President, and seven years as a Certified Public Accountant with Coopers & Lybrand. She received her BBA from the University of Notre Dame and her MBA from the University of Chicago. Ms. Martino is also responsible, along with Mr. Schweighauser and Mr. Sheperd, for the investment management of all fund of funds products which the Subadviser offers both domestically and offshore.

Scott C. Schweighauser. Scott Schweighauser is a Partner, Chief Investment Officer and Portfolio Manager for the Subadviser. Mr. Schweighauser has been affiliated with the Subadviser or its affiliates since 1994. Mr. Schweighauser’s duties on behalf of the Subadviser include evaluating and analyzing both existing and prospective Investment Funds, their investment strategies and their risk controls. Mr. Schweighauser is also responsible, along with Ms. Martino and Mr. Sheperd, for the investment management of all fund of funds products which the Subadviser offers both domestically and offshore. Mr. Schweighauser was formerly a Vice President for interest rate derivatives trading with ABN AMRO Bank and was Vice President and Managing Director with Continental Bank’s Risk Management Trading Group prior to his affiliation with ABN AMRO Bank. Mr. Schweighauser was responsible for trading interest rate derivatives, commodity derivatives and was responsible for the development of trading systems and theoretical pricing models during his seven years with Continental Bank. Prior to this, he was

an associate in Corporate Finance at Bankers Trust Co. He received his BA in Mathematics from Williams College and an MBA in Finance from the University of Chicago.

Justin D. Sheperd. Justin Sheperd is a Partner and Portfolio Manager for the Subadviser. Mr. Sheperd has been affiliated with the Subadviser or its affiliates since 1996. Mr. Sheperd’s duties on behalf of the Subadviser include evaluating and analyzing both existing and prospective Investment Funds, their investment strategies and their risk controls. Mr. Sheperd is also responsible, along with Ms. Martino and Mr. Schweighauser, for the investment management of all fund of funds products which the Subadviser offers both domestically and offshore. Mr. Sheperd was formerly with Information Resources, Inc. He received his BS in Business Administration, Finance and Accounting from Miami University of Ohio and an MBA in Finance from the University of Chicago. Mr. Sheperd also is a Chartered Financial Analyst.

Anne Marie Morley. Anne Marie Morley is a Partner and Managing Director of Operational Due Diligence. Ms. Morley has been affiliated with the Subadviser or its affiliates since 1996. From 1996 through August 2006, Ms. Morley was the Controller of the Subadviser or an affiliate. She was the Treasurer from July 2002 through August 2010 and the Chief Financial Officer from June 2005 through August 2010. Effective August 2010, she became the Managing Director of Operational Due Diligence. Her duties on behalf of the Subadviser include evaluating and analyzing the operations and controls of both existing and prospective Investment Funds. Ms. Morley possesses a veto right over the Subadviser Portfolio Manager investment decisions. Ms. Morley previously was the assistant controller for Edelman Public Relations, Chief Financial Officer for LaSalle Portfolio Management and a senior accountant for Grosvenor Capital Management, Inc. She received her BS in Accountancy and MS in Taxation from DePaul University.

Subject to policies adopted by the Board and applicable law, the Subadviser is responsible for the day-to-day management of the Fund. The Adviser’s and Subadviser’s investment professionals will devote such time to the ongoing operations of the Fund as they deem appropriate in order to implement and monitor the Fund’s investment program.

Other Accounts Managed Table

(As of December 1, 2010)

	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
Subadviser Portfolio Managers	Number of Accounts*	Total Assets of Accounts Managed ($)	Number of Accounts**	Total Assets of Accounts Managed ($)	Number of Accounts	Total Assets of Accounts Managed ($)
Roxanne M. Martino	0	0	11	10,285,085,031	0	0
Scott C. Schweighauser	0	0	11	10,285,085,031	0	0
Justin D. Sheperd	0	0	11	10,285,085,031	0	0
Anne Marie Morley	0	0	11	10,285,085,031	0	0

* Not including the Fund.

** Pooled vehicles that are part of the same master-feeder structure are reflected as one account.

The following are the number of accounts and respective total assets managed by the Adviser and the Subadviser that may pay a performance-based fee:

Performance-Based Fee Accounts Information

(As of December 1, 2010)

Registered Investment Companies(1)		Other Pooled Investment Vehicles		Other Accounts
Number of Accounts (not including the fund)	Total Assets of Accounts Managed ($)	Number of Accounts	Total Assets of Accounts Managed ($)	Number of Accounts	Total Assets of Accounts Managed ($)
0*	0*	5*	369,756,033*	0*	0*
0**	0**	9**	10,285,085,031**	0**	0**

*Adviser

**Subadviser

(1) Not including the Fund.

Real, potential or apparent conflicts of interest may arise because the Subadviser has day-to-day portfolio management responsibilities with respect to more than one fund. The Subadviser manages other pooled investment vehicles with investment strategies that may be similar to certain investment strategies utilized by the Fund. Fees earned by the Subadviser may vary among these accounts, and the Subadviser Portfolio Managers may personally invest in these accounts. These factors could create conflicts of interest because the Subadviser Portfolio Managers may have incentives to favor certain accounts over others, resulting in other accounts outperforming the Fund. A conflict may also exist if the Subadviser Portfolio Managers identify a limited investment opportunity that may be appropriate for more than one account, but the Fund is not able to take full advantage of that opportunity due to the need to allocate that opportunity among multiple accounts. In addition, the Subadviser Portfolio Managers may execute transactions for another account that may adversely impact the value of securities held by the Fund. However, the Adviser and the Subadviser each believes that these risks are mitigated by the fact that accounts with like investment strategies managed by the Subadviser Portfolio Managers are generally managed in a similar fashion and the Subadviser has a policy that seeks to allocate opportunities on a fair and equitable basis over time.

The Subadviser will allocate investment opportunities, including those with respect to the Investment Funds, among the Fund and other accounts with similar investment strategies fairly and equitably over time. The Subadviser may determine that an investment opportunity with an Investment Fund is appropriate for a particular account that it manages, but not for another account. There may be instances when allocating investments among the Fund and other accounts where some accounts participate in certain opportunities made available to the Subadviser while the Fund or other accounts may not. Where accounts have competing interests in a limited investment opportunity, the Subadviser does not typically allocate investment opportunities pro rata among accounts but rather allocates investment opportunities on the basis of numerous other considerations, including, without limitation, an account’s cash flows, investment objectives and restrictions, compliance with applicable regulations, participation in other opportunities and tax concerns as well as the relative size of different accounts’ same or comparable portfolio holdings.

Compensation

Compensation for the Subadviser Portfolio Managers is generally a combination of a fixed salary and a discretionary bonus. Because a bonus paid to the Subadviser Portfolio Managers for any period is a function of the Subadviser's net revenue after a revenue share with the Subadviser's parent and payment of expenses, bonuses to the Portfolio Mangers are tied to the revenues generated by the Fund and any other funds or accounts managed by the Subadviser during the applicable period, as well as a variety of other factors including, but not limited to, the Subadviser Portfolio Managers’ execution of managerial responsibilities. Compensation is generally determined by senior management of the Subadviser. The Subadviser Portfolio Managers may also participate in other forms of compensation provided by the Subadviser, including, but not limited to, a deferred compensation plan and a 401(k) plan that enables them to direct a percentage of their pre-tax salary into a tax-qualified retirement plan.

Ownership

None of the Managers or officers currently own any Interests.

FEES AND EXPENSES

The Advisory Agreement

Pursuant to the terms of the Advisory Agreement, the Adviser is responsible for selecting investment subadvisers to manage the Fund’s assets and to monitor such management of the Fund’s assets in accordance with the Fund’s investment objective and related investment policies. With the approval of the Board, the Adviser may elect to manage the Fund’s investments and determine the composition of the assets of the Fund.

As compensation for services and facilities required to be provided by the Adviser under the Advisory Agreement, the Fund pays the Adviser each month a Management Fee equal to one-twelfth of 1.00% of the aggregate net asset value of outstanding Interests determined as of the last calendar day of that month (before any repurchases of Interests). A portion of the Management Fee may be reallocated internally to affiliates of the Adviser that supply services related to the distribution of Interests. The Adviser pays the Subadviser a portion of the Management Fee as described in the subadvisory agreement among the Adviser, Subadviser, and the Fund.

In addition to the Management Fee, the Adviser is entitled to receive from the Fund a performance allocation (“Performance Allocation”) that, if earned, will be deducted from Capital Accounts of Members at the end of each Incentive Period and credited to the Special Member Account. An “Incentive Period” with respect to a Member begins on the day of such Member’s contribution of capital to the Fund or on the day immediately following the last calendar day of the preceding Incentive Period and ends at the close of business on the first to occur of the following dates: (1) the last day of each taxable year, (2) the date of a repurchase of all or a portion of a Member’s Interest, or (3) the date of the termination of the Subadviser. The Subadviser will be paid a performance fee by the Adviser equal to the amount of the Performance Allocation.

For purposes of the Performance Allocation, a Member that makes multiple capital contributions will have a separate sub-Capital Account for each contribution. Because the Performance Allocation is charged against each sub-Capital Account separately, it is possible that a Member with multiple sub-Capital Accounts could be charged the Performance Allocation for certain of its sub-Capital Accounts and not others. After each time the Performance Allocation is charged, the Fund may combine such sub-Capital Accounts with respect to a Member as appropriate.

The Performance Allocation for each Incentive Period is equal to 10% of the amount, if any, of: (1) the net profits allocated to each Member’s Capital Account(s) for the Incentive Period in excess of any net losses so allocated for such Incentive Period; above (2) any Loss Carryforward Amount(s) (as defined below) applicable to a Member’s Capital Account. Because the Performance Allocation is charged against each Capital Account separately, it is possible that a Member with multiple capital accounts could be charged the Performance Allocation for certain of its Capital Accounts and not others.

If, for any Incentive Period, net losses allocated to a Member’s Capital Account exceed net profits so allocated, a “Loss Carryforward Amount” in the amount of such excess will be established for that Capital Account. Loss Carryforward Amounts are cumulative with respect to prior Incentive Periods, and no Performance Allocation is debited from a Member’s Capital Account until subsequent allocations of net profits reduce that Capital Account’s Loss Carryforward Amount(s) to (but not below) zero. This establishes what is commonly referred to as a “high water mark” with respect to Performance Allocation calculations.

The Loss Carryforward Amount will be reduced proportionally with respect to any transfers, distributions, withdrawals and repurchases applicable to a Member’s Capital Account.

The Capital Account of a Member making investments in the Fund on more than one occasion will be treated as a separate sub-Capital Account with respect to each such investment, and the Performance Allocation, which is based upon the Capital Account balance of a Member, will be charged separately with respect to each such sub-Capital

Account. After each Incentive Period, the Adviser may combine such sub-Capital Accounts of a Member into a single Capital Account as appropriate.

The Advisory Agreement was initially approved by the Board (including a majority of the Independent Managers), at a meeting held in person on December 10, 2010, and after the initial two-year period may be continued in effect from year to year if such continuance is approved annually by the Board or by vote of a majority of the outstanding voting securities of the Fund; provided that in either event the continuance is also approved by a majority of the Independent Managers by vote cast in person at a meeting called for the purpose of voting on such approval. The Advisory Agreement is terminable without penalty, on 60 days’ prior written notice by the Board; by vote of a majority of the outstanding voting securities of the Fund (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 Fund are present or represented by proxy); or by the Adviser. The Advisory Agreement also provides that it will terminate automatically in the event of its “assignment,” as defined by the 1940 Act and the rules thereunder.

The Advisory Agreement provides that 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 thereunder, (b) reckless disregard by the Adviser of its obligations and duties thereunder, 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 is limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), the Adviser is not subject to any liability whatsoever to the Fund 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 thereunder including, without limitation, for any losses that may be sustained in connection with the purchase, holding, retention or sale of any security on behalf of the Fund.

The Adviser or its designee maintains the Fund’s accounts, books and other documents required to be maintained under the 1940 Act at 400 Bellevue Parkway, 2nd Floor, Wilmington, Delaware 19809, which is the address of the Administrator.

The Subadvisory Agreement

The Adviser has retained the Subadviser to act as subadviser to the Fund. Pursuant to the Subadvisory Agreement, the Subadviser is responsible for implementing a continuous investment program for the assets of the Fund, monitoring of the investment activities and holdings of the Fund, and the selection and monitoring of Investment Funds and other investments. The Subadviser actively allocates, and from time to time reallocates, the Fund’s assets among various Investment Funds and other investments. This allocation and reallocation methodology takes into consideration certain market conditions that generally favor certain investment strategies over others. In addition to an asset-based subadvisory fee, the Subadviser is entitled to receive from the Adviser a performance fee equal to the Performance Allocation, as described above in “FEES AND EXPENSES – The Advisory Agreement.”

Administrative, Accounting, Custody, Transfer Agent and Registrar Services

The Administrator provides certain administrative services to the Fund. The Custodian serves as the Fund’s custodian. In consideration of these services, the Fund will pay the Administrator and the Custodian the Administration Fee and the Custodian Fee, respectively. The Administration Fee will be paid monthly and will be determined based upon the Fund’s net assets at the beginning of each calendar month. The Custodian Fee will be paid monthly and will be determined based upon the Fund’s net assets at the end of each calendar month. Such fees will vary based on assets of the Fund, subject to certain minimums. The Administration Fee also includes fixed charges for certain of the services provided by the Administrator. The Custodian Fee also includes a per transaction charge. The principal business address of the Administrator is 400 Bellevue Parkway, 2nd Floor, Wilmington, Delaware 19809, and the principal business address of the Custodian is 1 Wall Street, New York, New York 10286.

The Adviser also acts in an administrative servicing role to the Fund, whereby it provides certain non-management-related services to the Fund. These services include, among others, providing reports to the Fund, provision of office space and oversight and direction of other service providers, including the Administrator and the Custodian, which provide other administrative and custodial services to the Fund. The Adviser’s administrative services are provided as part of the Management Fee.

The Fund will pay its start-up, offering and organizational expenses. These expenses include the cost of preparing this Memorandum and the Fund’s LLC Agreement, the expenses incurred in offering and selling Interests, and other legal, accounting, and administrative expenses related thereto. Organizational costs for the Fund will be incurred as an expense at the time of commencement of operations, and remaining offering costs will be amortized over the Fund’s first 12 months of operation.

Investment Fund Fees

The Fund also indirectly bears fees and expenses as an investor in Investment Funds. The Investment Managers will generally receive a management fee based on a percentage of the Investment Fund’s assets, and generally also receive incentive compensation equal to a percentage of the appreciation of the applicable Investment Fund as of the end of each performance period for which such incentive compensation is determined. The performance period may be based on a calendar year or other period such as a calendar quarter.

Each Investment Fund will also incur transactional expenses, including brokerage costs and margin interest costs, and fees and expenses of service providers, such as a custodian and administrator. Because the fees and expenses reduce the net return to the Fund, a Member indirectly bears these expenses and fees.

Other Expenses of the Fund

The Fund ordinarily will bear all expenses incurred in its business and operations. Expenses borne by the Fund include, but are not limited to, the following:

	●	the Management Fee and certain out-of-pocket expenses incurred by the Adviser, as set forth in the advisory agreement between the Adviser and the Fund;

	●	all costs and expenses directly related to investment transactions and positions for the Fund’s account, including, but not limited to, advisory fees, performance allocation, brokerage commissions, placement fees, issue and transfer taxes, fees associated with certain computer research tools exclusively utilized by or for the Fund, 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; provided, that the Subadviser will pay the cost of any research it conducts pursuant to its obligations under the Subadvisory Agreement;

	●	all costs and expenses associated with organizational matters, operation and registration of the Fund, the offering costs and the costs of compliance with applicable federal and state laws, including any regulatory filings;

	●	all fees paid to the Independent Managers as compensation for serving in such capacity, including fees and travel-related expenses of the Independent Managers;

	●	attorneys’ fees and disbursements associated with updating the Fund’s registration statement, this Memorandum and other offering related documents (the “Offering Materials”); the costs of printing the Offering Materials; and attorneys’ fees and disbursements associated with the preparation and review thereof;

	●	the fees and 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;

	●	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, and any extraordinary expenses;

	●	all costs and expenses associated with the Fund’s repurchase offers;

	●	all fees payable to custodians and other persons providing administrative services to the Fund;

	●	the costs of a fidelity bond and any liability insurance obtained on behalf of the Fund, the Board or indemnitees;

	●	all costs and expenses of preparing, setting in type, printing, filing and distributing reports, tax information and other communications to Members;

	●	all expenses associated with computing the Fund’s net assets, including any equipment or services obtained for these purposes;

	●	all taxes, membership dues, interest on borrowings, nonrecurring and extraordinary expenses; and

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

The Investment Funds bear all expenses incurred in connection with their operations. These expenses generally will be similar to those incurred by the Fund. Investment Funds generally will bear asset-based management fees and performance-based incentive compensation of the Investment Managers, which will generally reduce the investment returns of the Investment Funds and the amount of any distributions from the Investment Funds to the Fund. These expenses, fees, and allocations will be in addition to those incurred by the Fund itself. See “FEES AND EXPENSES – Investment Fund Fees” for more information.

Expense Limitation Agreement

Through the later of (i) January 31, 2012, or (ii) twelve months from the date the Fund commences operations, the Adviser agrees to waive its fees and/or reimburse the Fund for its expenses to the extent necessary to limit the total annualized expenses of the Fund (excluding the Fund’s borrowing and other investment-related costs and fees (including any Investment Fund fees and expenses and the Fund’s Performance Allocation (if any)), taxes, litigation and indemnification expenses, judgments and other extraordinary expenses not incurred in the ordinary course of the Fund’s business) including, for the avoidance of doubt, the Fund’s start-up, offering and organizational expenses, to 1.00% annually of the Fund’s average net assets (2.00% annually, including the Adviser’s management fee). In addition, the Adviser is permitted to recover from the Fund expenses it has borne (whether through reduction of its management fee or otherwise) in later periods to the extent that the Fund’s expenses fall below the annual rate of 2.00%. The Fund, however, is not obligated to pay any such amount more than three years after the end of the fiscal year in which the Adviser deferred a fee or reimbursed an expense. Any such recovery by the Adviser will not cause the Fund to exceed the annual limitation rate set forth above.

CONTROL PERSONS

Before the commencement of the Fund’s operations, the Adviser (or an affiliate of the Adviser) may be deemed to control the Fund.

An affiliate of the Subadviser will be the initial Member of the Fund contributing essentially all of the Fund’s assets upon the Fund’s commencement of operations. As long as such investment remains in the Fund, there may be periods when the Subadviser and/or its affiliate is deemed to control the Fund. As a control person, such Member could effectively dictate the outcome of a Member vote, potentially to the detriment of other Members.

SUBSCRIPTIONS FOR INTERESTS

Subscription Terms

The Fund intends to accept initial and additional subscriptions for Interests on Subscription Dates, which occur only once each month, effective as of the opening of business on the first calendar day of the month. In order to subscribe to the Fund, prospective investors must complete and return to the appropriate party (as set forth in the Subscription Agreement) one (1) copy of the Subscription Agreement by at least the number of Business Days prior

to the Subscription Date that is described in the applicable Subscription Agreement. Prospective investors must remit the full purchase price of their subscription three (3) Business Days prior to the Subscription Date. Subscription proceeds must be delivered by wire. The Fund will not accept checks.

Interests will be sold as of the date on which the subscription is accepted. The minimum initial investment in the Fund is $50,000. The minimum additional investment is $10,000 in whole increments of $1,000. The minimum initial and minimum additional investment requirements may be reduced or increased by the Board. No certificates will be issued for Interests.

Interests will not be registered under the 1933 Act, or the securities laws of any state or any other jurisdiction.

Except as otherwise permitted by the Fund, initial and any additional investments in the Fund by any Member must be made in U.S. dollars, and all contributions must be transmitted by the time and in the manner that is specified in the subscription documents of the Fund. Initial and any additional investments in the Fund will be payable in one installment. Although the Fund may, in its discretion, accept contributions of securities, the Fund does not currently intend to accept contributions of securities. If the Fund chooses to accept a contribution of securities, the securities would be valued in the same manner as the Fund values its other assets.

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

Member Qualifications

Each investor in the Fund will be required to represent that he, she or it is acquiring the Interest directly or indirectly for the account of an Eligible Investor.

Each investor in the Fund must certify that the Interest subscribed for is being acquired directly or indirectly for the account of an “accredited investor” as defined in Regulation D under the 1933 Act and a “qualified client” within the meaning of Rule 205-3 under the Advisers Act.

An “accredited investor” is one or more of the following:

	●	Any bank, as defined in Section 2(13) of the 1933 Act, acting in its individual or fiduciary capacity;

	●	Any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act, acting in its individual or fiduciary capacity;

	●	Any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “1934 Act”);

	●	Any insurance company as defined in Section 2(a)(13) of the 1933 Act;

	●	Any investment company registered under the 1940 Act or a business development company as defined in Section 2(a)(48) of the 1940 Act;

	●	Any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended;

	●	Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and who has a reasonable expectation of reaching the same income level in the current year;

	●	Any natural person who has a net worth or joint net worth with that person’s spouse at the time of purchase of an Interest that exceeds $1,000,000, excluding the value of the primary residence of such natural person (“net worth” for this purpose means excess of total assets at fair market value over total liabilities. For the purposes of determining "net worth", the principal residence owned by a natural person shall be excluded from both total assets and total liabilities, except that liabilities attached to such residence should be included in total liabilities to the extent that liabilities attached to such residence exceed the fair market value of the residence);

	●	Any private business development company as defined in Section 202(a)(22) of the Advisers Act;

	●	Any trust (i) with total assets in excess of $5,000,000, (ii) that was not formed for the purpose of acquiring an Interest and (iii) of which the person responsible for directing the investment of assets in the Fund has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment;

	●	Any Manager or executive officer of the Fund;

	●	Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

	●	Any employee benefit plan within the meaning of ERISA, if (i) the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company or registered investment adviser, (ii) the employee benefit plan has total assets in excess of $5,000,000, or (iii) if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

	●	Any organization described in section 501(c)(3) of the Code, corporation, Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring an Interest, with total assets in excess of $5,000,000; or

	●	An entity in which all of the equity owners meet the qualifications set forth above.

A “qualified client” includes, among others, a natural person or company (as defined in the Advisers Act) that:

	●	Has a net worth (together, in the case of a natural person, with assets held jointly with a spouse) of more than $1.5 million; or

	●	Immediately after its purchase of an Interest, will have at least $750,000 under the management of the Adviser or Subadviser.

After their initial purchase, existing Members will be required to verify their status as Eligible Investors at the time of any additional purchase. Members must complete and sign a Subscription Agreement or other documents verifying that they meet the applicable requirements before they may invest in the Fund.

Various brokers that enter into selling agreements with the Placement Agents, if any, may use differing subscription agreements or other documents, which cannot, however, alter the Fund’s requirement that a Member be an Eligible Investor.

REPURCHASES AND TRANSFERS OF INTERESTS

No Right of Redemption

No Member of the Fund will have the right to require the Fund to redeem its Interest. There is no public market for Interests, and none is expected to develop. Interests are generally not freely transferable, and liquidity will normally

be provided only through limited repurchase offers that may be made from time to time by the Fund. Any transfer of Interests in violation of the Fund’s LLC Agreement, which requires Board approval of any transfer, will not be permitted and will be void. Consequently, Members may not be able to liquidate their investment other than as a result of repurchases of Interests by the Fund, as described below. The Adviser has certain rights to withdraw amounts from the Special Member Account.

Repurchases of Interests

The Fund from time to time will offer to repurchase outstanding Interests (other than amounts held in the Special Member Account) pursuant to written tenders by Members. Repurchase offers will be made at such times and on such terms as may be determined by the Board in its sole discretion and generally will be offers to repurchase an aggregate specified dollar amount of outstanding Interests.

The Board will cause the Fund to make offers to repurchase Interests from Members pursuant to written tenders only on terms it determines to be fair to the Fund and to Members. When the Board determines that the Fund will repurchase Interests, notice will be provided to each Member describing the terms thereof, and containing information Members should consider in deciding whether and how to participate in such repurchase opportunity. Members who are deciding whether to tender their Interests during the period that a repurchase offer is open may ascertain an estimated net asset value of their Interests from the Fund. If a repurchase offer is oversubscribed by Members (and not increased by the Board), the Fund may repurchase only a pro rata portion of the Interest tendered by each Member.

In determining whether the Fund should repurchase Interests from Members pursuant to written tenders, the Board will consider a variety of factors. The Board expects that the Fund will ordinarily offer to repurchase Interests from Members quarterly with March 31, June 30, September 30 and December 31 valuation dates. The Adviser currently expects that it will recommend to the Board that the Fund make its initial offer to repurchase Interests from Members with a valuation date of September 30, 2011. The expiration date of the repurchase offer (the “Expiration Date”) will be a date set by the Board occurring no sooner than 20 Business Days after the commencement date of the repurchase offer, provided that such Expiration Date may be extended by the Board in its sole discretion. The Fund generally will not accept any repurchase request received by it or its designated agent after the Expiration Date. The Board will consider the following factors, among others, in making its determination:

(1) whether any Members have requested to tender Interests 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 Interests;

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

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

In order to finance the repurchase of Interests pursuant to tender offers, the Fund generally will find it necessary to liquidate a portion of its interests in Investment Funds.

The Fund will make repurchase offers, if any, to all of its Members on the same terms. This practice may affect the size of the Fund’s offers. Subject to the Fund’s investment restriction with respect to borrowings, the Fund may borrow money or issue debt obligations to finance its repurchase obligations pursuant to any such repurchase offer.

Payment for repurchased Interests may require the Fund to liquidate a portion of its Investment Fund interests earlier than the Adviser would otherwise liquidate these holdings, which may result in losses, and may increase the Fund’s portfolio turnover.

When Interests are repurchased by the Fund, Members will generally receive cash distributions equal to the value of the Interests repurchased. However, in the sole discretion of the Fund, the proceeds of repurchases of Interests may be paid by the in-kind distribution of securities held by the Fund, or partly in cash and partly in-kind. The Fund does not expect to distribute securities in-kind except in unusual circumstances, such as in the unlikely event that the Fund does not have sufficient cash to pay for Interests that are repurchased or if making a cash payment would result in a material adverse effect on the Fund or on Members not tendering Interests for repurchase. See “RISK FACTORS — Principal Risk Factors Relating to the Fund’s Structure” for more information. Repurchases will be effective after receipt of all eligible written tenders of Interests from Members and acceptance by the Fund.

Investment Funds may be permitted to distribute securities in-kind to investors making withdrawals of capital. Upon the Fund’s withdrawal of all or a portion of its interest in an Investment Fund, the Fund may receive securities that are illiquid or difficult to value, which may cause the Fund to incur certain expenses in connection with the valuation or liquidation of such securities. In such circumstances, the Adviser will determine whether to attempt to liquidate the security, hold it in the Fund’s portfolio or distribute it to investors in the Fund in connection with a repurchase by the Fund.

Repurchase Procedures

The Fund generally will need to effect withdrawals from the Investment Funds to pay for the repurchase of the Fund’s Interests. Due to liquidity constraints associated with the Fund’s investments in certain of the Investment Funds, it is presently expected that, under the procedures applicable to the repurchase of Interests, Interests will be valued for purposes of determining their repurchase price as of the applicable Valuation Date. “Valuation Date” means any date chosen or authorized by the Board, in its discretion, as the valuation date for a repurchase offer.

Generally, Interests being tendered by Members pursuant to a repurchase offer generally will need to be tendered by Members at least ninety-five (95) days prior to the applicable Valuation Date. The Fund intends to make an initial payment (“Initial Payment”) for repurchased Interests as follows: (A) for Members from whom the Fund accepts for repurchase only a portion of their Interests, the Fund intends to pay 100% of the estimated unaudited net asset value of the Interests repurchased determined as of the Valuation Date relating to such Interests; and (B) for Members from whom the Fund accepts for repurchase all of their Interests, the Fund intends to pay 95% of the estimated unaudited net asset value of the Interests repurchased determined as of the applicable Valuation Date. Payments in connection with tenders generally will be made as of the later of (1) the 45th day after the Valuation Date, or (2) in the sole discretion of the Fund, if the Fund has requested withdrawals of its investment from any Investment Funds in order to fund the repurchase of Interests, within ten Business Days after the Fund has received at least 95% of the aggregate amount so requested to be withdrawn by the Fund from the Investment Funds. 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 will 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. (It is expected that the Fund’s annual audit will be completed within 60 days after the end of each fiscal year.) The Board may, however, pay a portion of the repurchase price in securities having a value, determined as of the applicable Valuation Date, equal to the fair market value of such securities.

Under these procedures, Members will have to decide whether to tender their Interests for repurchase without the benefit of having current information regarding the value of Interests as of a date proximate to the Valuation Date. In addition, there will be a substantial period of time between the date as of which Members must tender Interests and the date they can expect to receive payment for their Interests from the Fund. The Adviser currently expects that it will recommend to the Board that the Fund make its initial offer to repurchase Interests from Members with a valuation date of September 30, 2011.

If the interval between the date of purchase of Interests and the Valuation Date with respect to the repurchase of such Interests is less than one year then such repurchase will be subject to a 2.00% early withdrawal fee payable to

the Fund. In determining whether the repurchase of Interests is subject to an early withdrawal fee, the Fund will repurchase those Interests held the longest first.

If a repurchase offer is oversubscribed by Members who tender Interests for repurchase (and not increased), the Fund may repurchase only a pro rata portion of the Interest tendered by each Member. In addition, a Member who tenders for repurchase only a portion of its Interest will be required to maintain a minimum Capital Account balance equal to such amount as may be fixed from time to time by the Board, currently $50,000. The Fund maintains the right to reduce the portion of the Interest to be repurchased from a Member so that the required minimum Capital Account balance is maintained, or to repurchase all of the tendering Member’s Interest.

Repurchases of Interests by the Fund are subject to SEC rules governing issuer self-tender offers and will be made only in accordance with such rules.

Mandatory Repurchase by the Fund

The LLC Agreement provides that the Fund may repurchase the Interest of a Member or any person acquiring all or a portion of an Interest from or through a Member as of the last calendar day of any month under certain circumstances, including if:

●	An Interest has been transferred or such Interest has vested in any person by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of a Member;

●	Ownership of an Interest by the 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;

●	Continued ownership of the Interest may subject the Fund or any of its Members to an undue risk of adverse tax or other fiscal consequences;

●	Any of the representations and warranties made by a Member in connection with the acquisition of the Interest was not true when made or has ceased to be true; or

●	It would be in the best interests of the Fund, as determined by the Board in its sole and absolute discretion, for the Fund to repurchase such Interest.

Members whose Interests, or a portion thereof, are redeemed by the Fund will not be entitled to a return of any amount of sales load, if any, that may have been charged in connection with the Member’s purchase of an Interest.

The Adviser is entitled to withdraw amounts from the Special Member Account as described under “Allocation of Net Profits and Losses.”

Transfers of Interests

No person will become a substituted Member of the Fund without the consent of the Fund, which consent may be withheld in its sole discretion. Interests held by Members may be transferred only: (i) by operation of law in connection with the death, divorce, bankruptcy, insolvency, or adjudicated incompetence of the Member; or (ii) under other circumstances, with the consent of the Board (which may be withheld in its sole discretion).

Notice to the Fund of any proposed transfer must include evidence satisfactory to the Board or its delegate that the proposed transferee, at the time of transfer, meets any requirements imposed by the Fund with respect to investor eligibility and suitability. Notice of a proposed transfer of Interests must also be accompanied by a properly completed application in respect of the proposed transferee. In connection with any request to transfer an Interest (or a portion thereof), the Fund may require the Member requesting the transfer to obtain, at the Member’s expense, an opinion of counsel selected by the Fund as to such matters as the Fund may request. The Board generally will not consent to a transfer if, after the transfer of an Interest, the balance of the account of each of the transferee and

transferor is less than $50,000. Each transferring Member and transferee may be charged reasonable expenses, including, but not limited to, attorneys’ and accountants’ fees, incurred by the Fund in connection with the transfer and such fees will be paid by the transferor prior to the transfer being effectuated. If such fees have been incurred by the Fund and have not been paid by the transferor for any reason, including a decision to not transfer the Interest, the Fund reserves the right to deduct such expenses from the Member’s account.

Any transferee acquiring an Interest or a portion thereof by operation of law in connection with the death, divorce, bankruptcy, insolvency, dissolution or adjudicated incompetence of the Member, will be entitled to the distributions with respect to the Interest or a portion thereof so acquired, to transfer the Interest or a portion thereof in accordance with the terms of the LLC Agreement and to tender the Interest or a portion thereof for repurchase by the Fund, but will not be entitled to the other rights of a Member unless and until the transferee becomes a substituted Member as specified in the LLC Agreement.

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

The Adviser may not transfer its interest in the Special Member Account.

DISTRIBUTION POLICY

The Fund does not presently intend to make periodic distributions of its net income or gains, if any, to Members. The amount and times of distributions, if any, will be determined in the sole and absolute discretion of the applicable Fund’s Board. Whether or not distributions are made, Members will be required each year to pay any applicable taxes. See “TAXES” for more information.

CALCULATION OF NET ASSET VALUE

The Fund will compute its net asset value as of the last calendar day of each Fiscal Period (as defined below under “INTERESTS AND CAPITAL ACCOUNTS – General”). Such computation is expected to occur on a monthly basis and other times at the Board’s discretion. In determining its net asset value, the Fund will value its investments as of such Fiscal Period end. The net asset value of the Fund will equal the value of the assets of the Fund less all of the Fund’s liabilities, including accrued fees and expenses.

The Board has also established procedures for the valuation of investment securities held directly by the Fund (i.e., securities other than interests in Investment Funds). In general, those procedures are as follows:

Redeemable securities issued by a registered open-end investment company will be valued at the investment company’s net asset value.

Equity securities, puts, calls and futures traded on a U.S. securities or futures exchange or on NASDAQ are valued as follows:

	(1)	If last sale information is regularly reported, they are valued at the last reported sale price on the principal exchange on which they are traded or on NASDAQ, as applicable, on that day; or

	(2)	If last sale information is not available on a valuation date, they are valued at the last reported sale price preceding the valuation date if it is within the spread of the closing “bid” and “ask” prices on the valuation date or, if not, at the closing “bid” price on the valuation date.

Equity securities traded on a foreign securities exchange generally are valued in one of the following ways:

	(1)	At the last sale price available to the pricing service approved by the Board; or

	(2)	At the last sale price obtained by the Fund or the Adviser from the report of the principal exchange on which the security is traded at its last trading session on or immediately before the valuation date; or

	(3)	At the mean between the “bid” and “ask” prices obtained from the principal exchange on which the security is traded or, on the basis of reasonable inquiry, from two market makers in the security.

The following securities are valued at the mean between the “bid” and “ask” prices determined by a pricing service approved by the Board or obtained by the Fund or the Adviser from two active market makers in the security on the basis of reasonable inquiry:

	(1)	Debt instruments that have a maturity of more than 397 days when issued;

	(2)	Debt instruments that had a maturity of 397 days or less when issued and have a remaining maturity of more than 60 days;

	(3)	Non-money market debt instruments that had a maturity of 397 days or less when issued and which have a remaining maturity of 60 days or less; and

	(4)	Puts, calls and futures that are not traded on an exchange or on NASDAQ.

Money market debt securities that had a maturity of less than 397 days when issued that have a remaining maturity of 60 days or less are valued at cost, adjusted for amortization of premiums and accretion of discounts, so long as such valuations are determined by the Board to represent fair value.

In the case of U.S. government securities, mortgage-backed securities, corporate bonds and foreign government securities, when last sale information is not generally available, the Fund or the Adviser may use pricing services approved by the Board. The pricing service may use “matrix” comparisons to the prices for comparable instruments on the basis of quality, yield, and maturity. Other special factors may be involved (such as the tax-exempt status of the interest paid by municipal securities). The Adviser will monitor the accuracy of the pricing services. Such monitoring may include comparing prices used for portfolio valuation to actual sales prices of selected securities. The Board will monitor periodically the reasonableness of valuations provided by any pricing service.

The closing prices in the London foreign exchange market on a particular Business Day that are provided by a bank, dealer, or pricing service that the Adviser has determined to be reliable are used to value foreign currency, including forward foreign currency contracts, and to determine the U.S. dollar value of securities that are denominated or quoted in foreign currency.

The Board has also approved procedures pursuant to which the Fund values its Investment Funds at fair value. As a general matter, the fair value of the Fund’s interest in an Investment Fund will represent the amount that the Fund could reasonably expect to receive from the Investment Fund if the Fund’s interest were redeemed at the time of valuation, based on information reasonably available at the time the valuation is made and that the Fund believes to be reliable. In accordance with these procedures, fair value as of each Fiscal Period end ordinarily will be the value determined as of such Fiscal Period end for each Investment Fund in accordance with the Investment Fund’s valuation policies and reported by the Investment Manager or its administrator at the time of such valuation to the Fund or the Administrator. The Adviser will normally rely on valuation information provided by the Investment Managers or administrators of such Investment Funds as being the “fair value” of such investments. Under some circumstances, the Fund or the Adviser may determine, based on other information available to the Fund, Subadviser or the Adviser, that an Investment Fund’s reported valuation does not represent fair value. In addition, the Fund may not have an Investment Fund’s reported valuation as of a particular Fiscal Period end — for example, in the event that a Investment Fund does not report a Fiscal Period end value to the Fund on a timely basis. In such cases, the Fund would determine the fair value of such an Investment Fund based on any relevant information available at the time the Fund values its portfolio, including the most recent value or estimated value reported by the Investment Fund. Any values reported as “estimated” or “final” values will reasonably reflect market values of securities for which market quotations are available or fair value as of the Fund’s valuation date.

When investing in any Investment Fund, the Subadviser will conduct a due diligence review of the valuation methodology utilized by the Investment Fund. As a general matter, such review will include a determination of whether the Investment Fund utilizes market values when available, and otherwise utilizes principles of fair value that the Subadviser reasonably believes to be consistent with those used by the Investment Fund for valuing its own

investments. Although the procedures approved by the Board provide that the Subadviser will review the valuations provided by Investment Managers, none of the Subadviser, the Adviser or the Board will be able to confirm independently the accuracy of valuation calculations provided by Investment Managers.

Securities other than interests in Investment Funds (including restricted securities) not having readily available market quotations are valued at fair value determined under procedures established by the Board. If the Fund or the Adviser is unable to locate two market makers willing to give quotes, a security may be priced at the mean between the “bid” and “asked” prices provided by a single active market maker (which in certain cases may be the “bid” price if no “asked” price is available).

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

The valuations reported by Investment Fund Investment Managers upon which the Administrator calculates the Fund’s Fiscal Period end net asset values, may be subject to later adjustment by the Investment Manager, based on information reasonably available at that time. For example, fiscal year-end net asset value calculations of Investment Funds are audited by those funds’ independent auditors and may be revised as a result of such audits. Other adjustments may occur from time to time. Any material adjustments in the valuations of the Investment Funds will be reflected in the Fund’s net asset values for the relevant Fiscal Periods and may be reflected in the proceeds that a Member would receive upon the repurchase of its Interest, as described above in “REPURCHASES AND TRANSFERS OF INTERESTS — Repurchase Procedures.”.

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

In general, fair value represents a good faith approximation of the current value of an asset and will be used when there is no public market or possibly no market at all for the asset. The fair values of one or more assets may not be

the prices at which those assets are ultimately sold. In such circumstances, the Adviser and/or the Board will reevaluate its fair value methodology to determine what, if any, adjustments should be made to the methodology.

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

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

The Subadviser and the Adviser act as investment adviser to other clients that may invest in securities for which no public market price exists. The Subadviser, Adviser or other parties responsible for valuing such securities may use other methods of valuation in these contexts that may result in differences in the value ascribed to the same security owned by the Fund and other clients. Consequently, the fees charged to the Fund and other clients may be different, since the method of calculating the fees takes the value of all assets, including assets carried at different valuations, into consideration.

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

Prospective investors should be aware that situations involving uncertainties as to the value of portfolio positions could have an adverse effect on the net assets of the Fund if the judgments of the Board, the Adviser or the Investment Manager should prove incorrect. Also, the Investment Manager will only provide determinations of the net asset value of Investment Funds on a periodic basis. Consequently, it may not be possible to determine the net asset value of the Fund more frequently.

INTERESTS AND CAPITAL ACCOUNTS

General

The Fund will maintain a separate Capital Account for each Member, which will have an opening balance equal to the Member’s initial investment in the Fund. The aggregate net asset value of the Member’s Interest will reflect the value of the Member’s Capital Account. Each Member’s Capital Account will be increased by the amount of any additional investments made by the Member in the Fund, plus any amounts credited to the Member’s Capital Account as described below. Similarly, each Member’s Capital Account will be reduced by the sum of the amount of any repurchase by the Fund of the Member’s Interest, or portion thereof, plus the amount of any distributions to the Member, plus any amounts debited against the Member’s Capital Account as described below.

Capital Accounts of Members are adjusted as of the last calendar day of each “Fiscal Period”. A Fiscal Period begins on the day after the last calendar day of the preceding Fiscal Period and ends at the close of business on the first to occur of: (i) the last day of each fiscal year (March 31), (ii) the last day of each taxable year (December 31), (iii) the day preceding the date as of which any contribution to the capital of the Fund is made, (iv) any day as of which the Fund values any Interest of any Member in connection with the repurchase of such Interest or a portion thereof, (v) any day (other than one specified in clause (ii) above) as of which any amount is credited to or debited from the Capital Account of any Member other than an amount to be credited to or debited from the Capital Accounts of all Members in accordance with their respective Capital Account balances.

The Adviser holds the Special Member Account, a special member interest, for the purpose of receiving the Performance Allocation, a performance-based allocation, with respect to each Member, based on the Fund’s net profits. The Adviser may also invest in the Fund in which case it will hold an Interest in the Fund.

Allocation of Net Profits and Losses

As of the last calendar 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, will be allocated among and credited to or debited against the Capital Accounts of the Members of the Fund in accordance with their respective Capital Account balances for such Fiscal Period. Net profits or net losses will be measured as the amount by which the net assets as of the close of business on the last calendar 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.

Allocations for tax purposes generally will be made among Members so as to equitably reflect amounts credited or debited to each Member’s Capital Account for the current and prior taxable years.

The Adviser is entitled to receive from the Fund the Performance Allocation, that, if earned, will be deducted from Capital Accounts of Members at the end of each Incentive Period and credited to the Special Member Account. An “Incentive Period” with respect to a Member begins on the day of such Member’s contribution of capital to the Fund or on the day immediately following the last calendar day of the preceding Incentive Period and ends at the close of business on the first to occur of the following dates: (1) the last day of each taxable year, (2) the date of a repurchase of all or a portion of a Member’s Interest, or (3) the date of the termination of the Subadviser. The Subadviser will be paid a performance fee by the Adviser equal to the amount of the Performance Allocation.

The Performance Allocation for each Incentive Period is equal to 10% of the amount, if any, of: (1) the net profits allocated to each Member’s Capital Account(s) for the Incentive Period in excess of any net losses so allocated for such Incentive Period; above (2) any Loss Carryforward Amount(s) (as defined below) applicable to a Member’s Capital Account. Because the Performance Allocation is charged against each Capital Account separately, it is possible that a Member with multiple Capital Accounts could be charged the Performance Allocation for certain of its Capital Accounts and not others.

The Loss Carryforward Amount will be reduced proportionally with respect to any transfers, distributions, withdrawals and repurchases applicable to a Member’s Capital Account.

The Performance Allocation, if any, will be made as of the end of the applicable Incentive Period (i.e. at the end of the fiscal year, upon the effective date of a repurchase of a Member’s Interest or upon termination of the Subadviser). At any time following the date on which a Performance Allocation is made, the Adviser may withdraw up to 100% of the Performance Allocation (computed on the basis of unaudited data) that was credited to the Special Member Account. Within 30 days after the completion of the audit of the books of the Fund for the year in which Performance Allocations to the Adviser are made, the Fund shall pay to the Adviser any additional amount of Performance Allocation determined to be owed to the Adviser based on the audit, and the Adviser shall pay to the Fund any amount of Performance Allocation previously made determined to be in excess of the amount owed to the Adviser based on the audit.

Allocation of Special Items

Withholding taxes or other tax obligations incurred by the Fund which are attributable to any Member will be debited against the Capital Account of that Member as of the close of the Fiscal Period during which the Fund paid those obligations, and any amounts then or thereafter distributable to the Member will be reduced by the amount of those taxes.

Reserves

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.

VOTING

Each Member of the 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 Interest 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. The Adviser holds a non-voting special member interest in the Special Member Account. The Adviser may also invest in the Fund, in which case it will hold an Interest in the Fund.

Members will be entitled to vote on any matter on which shareholders of a registered investment company organized as a corporation would be entitled to vote, including certain elections of a Manager and approval of the Advisory Agreement, in each case to the extent that voting by shareholders is required by the 1940 Act. Notwithstanding their ability to exercise their voting privileges, Members in their capacity as such are not entitled to participate in the management or control of the Fund’s business, and may not act for or bind the Fund.

To the extent the Fund holds non-voting securities of, or contractually foregoes the right to vote in respect of, an unregistered Investment Fund (which it intends to do in order to comply with certain applicable regulations), it will not be able to vote on matters that require the approval of the investors of the unregistered Investment Fund, including a matter that could adversely affect the Fund’s investment in it, such as changes to the Investment Fund’s investment objective or policies or the termination of the Investment Fund.

Information regarding how the Fund voted proxies during the most recent 12-month period ended June 30, 2011 will be available: (i) without charge, upon request, by calling collect (415) 371-4000; and (ii) on the SEC’s website at http://www.sec.gov.

PARTICIPATION IN INVESTMENT OPPORTUNITIES

The Adviser

The Adviser may provide advice to other pooled investment vehicles with similar investment strategies requiring allocation of investment instruments, including the Investment Funds or determination of the order of the execution of transactions. The Adviser has delegated to the Subadviser responsibility for the management of the Fund’s portfolio.

The Subadviser

The Subadviser provides investment advice to client accounts, including separate accounts, private funds, registered investment companies and other pooled investment vehicles (any or all of which may contain assets of the Subadviser, its affiliates or related parties and may be considered proprietary accounts), that have similar investment

strategies to the Fund requiring allocation of investment opportunities and instruments, including, but not limited to, investments in Investment Funds (collectively, “Investment Instruments”), or determination of the order of the execution of certain transactions. The Subadviser intends to allocate Investment Instruments fairly and equitably over time and not to favor certain accounts over others. The Subadviser may determine that an Investment Instrument is appropriate for a particular account that it manages, but not for another account. There may be instances when allocating investments among the Fund and other accounts where some accounts participate in certain opportunities made available to the Subadviser while the Fund or other accounts may not. Where accounts have competing interests in a limited investment opportunity, the Subadviser does not typically allocate investment opportunities pro rata among accounts but rather allocates Investment Instruments on the basis of numerous other considerations, including, without limitation, an account’s cash flows, investment objectives and restrictions,

compliance with applicable laws or regulations, participation in other opportunities and tax concerns as well as the relative size of different accounts’ same or comparable portfolio holdings. There may also be circumstances under which the Subadviser may cause certain accounts to commit a larger percentage of their respective assets to an investment opportunity, or invest on a basis that may be materially different, than to which the Subadviser commits the Fund's assets, or vice versa.

The Subadviser may aggregate transaction orders for its client accounts when: (i) it believes that aggregating transaction orders would be advantageous to all of the participant accounts, or for efficiency or other appropriate purposes, and (ii) consistent with legal, contractual and other obligations imposed upon the Subadviser and its client accounts. The Subadviser, in determining whether to aggregate transaction orders for client accounts, will consider various factors, including, among others: the times when transaction orders are placed or received by the trading desk; whether there are minimum transaction amounts; and whether accounts are subject to legal, contractual or other restrictions on their ability to participate in certain or aggregated investment opportunities.

Situations may occur where the Fund could be disadvantaged because of the investment activities conducted by the Subadviser for its accounts. These situations may be based on, among other things: (1) legal restrictions on the combined size of positions that may be taken for client accounts managed by the Subadviser, which could limit the size of the Fund's position; (2) the difficulty of liquidating an investment for client accounts where the market cannot absorb the sale of the combined positions; and (3) the determination that a particular investment is warranted only if hedged with an option or other instrument, and there is a limited availability of such options or other instruments. The Subadviser may be legally restricted from entering into a “joint transaction” (as defined in the 1940 Act) involving the Fund and other accounts with respect to an investment without first obtaining exemptive relief from the SEC.

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

OTHER MATTERS

Except in accordance with applicable law, the Adviser, the Subadviser and their affiliates are not permitted to buy securities or other property from, or sell securities or other property to, the Fund. However, subject to certain conditions imposed by applicable rules under the 1940 Act, the Fund may effect certain principal transactions in securities with one or more accounts managed by the Adviser or the Subadviser, except for accounts as to which the Adviser, the Subadviser or any of their affiliates serves as a general partner or as to which they may be deemed to be an affiliated person (or an affiliated person of such a person), other than an affiliation that results solely from the Adviser, the Subadviser or one of their affiliates serving as an investment adviser to the account. These transactions would be made in circumstances where the Adviser or the Subadviser has determined it would be appropriate for the Fund to purchase (or sell), and the Adviser or Subadviser determined it would be appropriate for another account to sell (or purchase), the same security or instrument on the same day.

Future investment activities of the Adviser, the Subadviser and their affiliates, and of their respective directors, managers, officers or employees, may give rise to additional conflicts of interest.

TAXES

THIS DISCUSSION WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN. IT IS NOT INTENDED OR WRITTEN TO BE USED, AND IT CANNOT BE USED BY ANY TAXPAYER, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON A TAXPAYER. A TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

The following is a summary of certain aspects of the income taxation of the Fund and its Members that should be considered by a prospective investor. The Fund has not sought a ruling from the Service or any other federal, state, or local agency with respect to any of the tax issues affecting the Fund. Further, the Fund has not obtained an opinion of counsel with respect to any federal tax issues other than the characterization of the Fund as a partnership for federal income tax purposes.

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

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

Classification of the Fund

The Fund has received an opinion from K&L Gates LLP, counsel to the Fund, that under the provisions of the Code and the Regulations, as in effect on the date of the opinion, as well as under the relevant authority interpreting the Code and the Regulations, and based upon certain representations of the Fund’s Board, the Fund will be treated as a partnership for federal income tax purposes and not as an association taxable as a corporation.

Under Section 7704 of the Code, “publicly traded partnerships” are generally treated as corporations for federal income tax purposes. A publicly traded partnership is any partnership where the interests in which are traded on an established securities market or which are readily tradable on a secondary market (or the substantial equivalent thereof). Interests will not be traded on an established securities market. Regulations concerning the classification of partnerships as publicly traded partnerships (the “Section 7704 Regulations”) provide certain safe harbors under which interests in a partnership will not be considered readily tradable on a secondary market (or the substantial equivalent thereof).

The Section 7704 Regulations include a “redemption or repurchase agreement” safe harbor under which partnership interests can avoid being treated as readily tradable. The Section 7704 Regulations provide that this safe harbor applies in the case of a “redemption or repurchase agreement,” which is defined as “a plan of redemption or repurchase maintained by a partnership whereby the partners may tender their partnership interests for purchase by the partnership, another partner or a person related to another partner. The Section 7704 Regulations provide that the transfer of an interest in a partnership pursuant to a redemption or repurchase agreement is disregarded in determining whether interests in the partnership are readily tradable if (1) the redemption or repurchase agreement provides that the redemption or repurchase cannot occur until at least 60 calendar days after the partner notifies the partnership in writing of the partner’s intention to exercise the redemption or repurchase right, (2) the redemption or repurchase price is established not more than four times during the partnership’s taxable year, and (3) the sum of the percentage interests in partnership capital or profits transferred during the taxable year of the partnership does not exceed 10 percent of the total interests in partnership capital or profits.

The LLC Agreement contains provisions satisfying two of the requirements for a safe-harbor redemption or repurchase agreement. First, the LLC Agreement provides that the Fund will repurchase Interests only if they have

been tendered at least 95 days prior to a Valuation Date; and it will pay the repurchase price approximately, but generally no earlier than, 45 days after the Valuation Date (therefore, in no event less than 140 days after the written tender thereof). Second, the LLC Agreement provides that Interests will be valued for purposes of determining their repurchase price as of the last calendar day of each calendar quarter (i.e., four times per calendar year).

The third condition of the “redemption or repurchase agreement” safe harbor is that the repurchased interests’ share of partnership capital or profits not exceed 10 percent per year of the total interests in partnership capital or profits. The LLC Agreement does not contain an explicit limitation on the quantity of Interests that can be repurchased in any year. Nevertheless, the transfer restrictions and repurchase provisions of the LLC Agreement are sufficient to meet the requirements of the “redemption or repurchase agreement” safe harbor as set forth in the Section 7704

Regulations in any year in which the Fund repurchases Interests not in excess of 10 percent of the total interests in the Fund’s capital or profits.

In the event that, in any year, the Fund repurchases Interests in excess of 10 percent of the total interests in its capital or profits, it will not satisfy the “redemption or repurchase agreement” safe harbor. The Section 7704 Regulations specifically provide that the fact that the partnership does not qualify for the safe harbors is disregarded for purposes of determining whether interests in a partnership are readily tradable on a secondary market (or the substantial equivalent thereof). Rather, in this event, the partnership’s status is examined to determine whether, taking into account all of the facts and circumstances, the partners are readily able to buy, sell, or exchange their partnership interests in a manner that is comparable, economically, to trading on an established securities market. K&L Gates LLP also has rendered its opinion that the Fund will not be a publicly traded partnership treated as a corporation for purposes of the Section 7704 due to the application of the “redemption or repurchase agreement” safe harbor in any year in which the Fund repurchases Interests not in excess of 10 percent of the total interests in the Fund’s capital or profits and that, in the event that the Fund in any year repurchases Interests in excess of 10 percent of the total interests in the Fund’s capital or profits, the Fund may still avoid being considered a publicly traded partnership if the facts and circumstances with respect to the Fund’s repurchases of Interests, including the amount of Interests being repurchased in such year and the pattern of repurchases of Interests over the life of the Fund, indicate that the Fund is not providing the equivalent of a secondary market for its Interests that is comparable, economically, to trading on an established securities market. Based upon the anticipated operations of the Fund, Interests will not be readily tradable on a secondary market (or the substantial equivalent thereof) and, therefore, the Fund will not be treated as a publicly traded partnership taxable as a corporation.

The opinions of counsel described above, however, are not binding on the Service or the courts. If it were determined that the Fund should be treated as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes (as a result of a successful challenge by the Service, changes in the Code, the Regulations or judicial interpretations thereof, a material adverse change in facts or otherwise), the taxable income of the Fund would be subject to corporate income tax when recognized by the Fund; distributions of such income, other than in certain redemptions of Interests, would be treated as dividend income when received by the Members to the extent of the Fund’s current or accumulated earnings and profits; and Members would not be entitled to report profits or losses realized by the Fund.

As an entity treated as a partnership for tax purposes, the Fund is not itself subject to federal income tax. The Fund will file an annual partnership information return with the Service that will report the results of operations. Each Member will be required to report separately on its income tax return its distributive share of the Fund’s net long-term capital gain or loss, net short-term capital gain or loss and all other items of ordinary income or loss. The Fund does not presently intend to make periodic distributions of its net income or gains, if any, to Members. The amount and times of distributions, if any, will be determined in the sole discretion of the Fund’s Board. Each Member will be taxed on its distributive share of the Fund’s taxable income and gain regardless of whether it has received or will receive a distribution from the Fund.

Taxation of the Fund

The Fund generally invests in Investment Funds that are taxable as partnerships. However, the Fund may invest from time to time in other entities that are taxable as corporations. The Fund and the Investment Funds that are treated as partnerships are not subject to federal income tax. The Fund’s income will include its allocable share of the income, gain, loss, deduction and credit of the Fund’s investments in Investment Funds that are partnerships.

Corporate Investment Funds that are organized in foreign jurisdictions will be subject to federal income tax on their net income that is effectively connected with a U.S. trade or business and U.S. withholding tax on certain non-effectively connected U.S. source income. In general, the Fund will recognize taxable gain or loss when the Fund disposes of stock in a corporate Investment Fund. Moreover, any corporate Investment Fund that is formed in a foreign jurisdiction will likely be treated as a “passive foreign investment company” (“PFIC”) in which case, each Member will be required to pay tax at ordinary income rates (as determined under Section 1291 of the Code) on its allocable share of any gain recognized on the sale of its indirect interest in a PFIC, plus a deemed interest charge (treated as an addition to tax) to reflect the deferral of income over the term for which the stock was held. The deferred tax charge will not apply if the Fund elects to recognize its allocable share of any PFIC’s income and gain

annually. The Fund generally intends to make such an election when and to the extent available, but no assurances can be given that such election will be available or that if available the Fund will make such election.

Each Member will be required to report on its federal income tax return, and will be taxed upon, its allocable share of each item of the Fund’s income, gain, loss, deduction and credit for each taxable year of the Fund ending with or within the Member’s taxable year. See “— Allocations of Income, Gain, Loss and Deduction” below. Each item generally will have the same character and source (either U.S. or foreign), as though the Member realized the item directly. Members must report these items regardless of the extent to which, or whether, they receive cash distributions from the Fund for such taxable year. Moreover, investments in certain securities, such as original issue discount obligations or preferred stock with redemption or repayment premiums, or in the stock of certain types of foreign corporations, such as a “controlled foreign corporation” or “passive foreign investment company,” could cause the Fund, and consequently the Members, to recognize taxable income without the Fund or the Members receiving any related cash distribution. An investment in a “passive foreign investment company” could also, in the absence of a specific election, cause a Member to pay a deferred tax and interest charge on taxable income that is treated as having been deferred. In addition, because the net profits or net losses of the Fund that are allocated to a Member’s capital account reflect both gain and loss realized for federal income tax purposes and the unrealized appreciation and depreciation of investments, a Member’s share of the taxable income of the Fund in any year may be more or less than the amount of net profits or net losses allocated to the Member’s capital account for that year.

FOR THE REASONS DESCRIBED ABOVE AND BECAUSE, AMONG OTHER THINGS, THE FUND IS NOT GENERALLY OBLIGATED, AND DOES NOT INTEND, TO MAKE DISTRIBUTIONS, MEMBERS MAY RECOGNIZE SUBSTANTIAL AMOUNTS OF TAXABLE INCOME IN EACH YEAR, THE TAXES ON WHICH ARE LIKELY TO BE FAR IN EXCESS OF ANY DISTRIBUTIONS FROM THE FUND.

The Fund will file an annual partnership information return with the Service reporting the results of its operations. After the end of each calendar year, the Fund will distribute to its Members federal income tax information reasonably necessary to enable each Member to report its distributive share of the Fund’s partnership items. Each Member of the Fund must treat partnership items reported on the Fund’s returns consistently on the Member’s own returns, unless the Member files a statement with the Service disclosing the inconsistency.

In addition, the Fund may not be in a position to independently verify the accuracy of tax information provided by the Investment Funds. In the event the Service challenges tax positions taken by the Investment Funds, Members of the Fund could be adversely affected. In particular, Members in the Fund could be required to amend prior tax returns and include additional amounts of income not previously reported, and pay federal income tax at applicable rates (together with applicable penalties and interest, if any) if the tax information that Investment Funds provide to the Fund is materially inaccurate or otherwise changes as a result of a successful challenge by the Service.

Taxable Investors in the Fund

The Fund furnishes to Members as soon as practicable after the end of each taxable year such information as is necessary for them to complete federal and state tax or information returns along with any tax information required by law. It is not likely that the Fund will receive tax information from Investment Funds in a sufficiently timely manner to enable the Fund to prepare its information return in time for Members to file their returns without requesting an extension of the time to file from the Service or state taxing agencies. Accordingly, Members will be required to obtain extensions of time to file their tax returns. In addition, the Fund will not be in a position to independently verify the accuracy of tax information provided by the Investment Funds. In the event the Service or state taxing agencies challenge tax positions taken by the Investment Funds or by the Fund, Members could be adversely affected. In particular, Members could be required to amend prior tax returns and include additional amounts of income not previously reported, and pay federal and/or state income tax at applicable rates (together with applicable penalties and interest, if any) if the tax information that Investment Funds provide to the Fund or positions taken by the Investment Funds or the Fund are determined to be materially inaccurate or otherwise change as a result of a successful challenge by the Service or state taxing agencies. Because the Fund expects to be treated as a partnership for federal income tax purposes, the Fund expects to deliver such tax information to Members on IRS Form K-1 (not Form 1099). Given the Fund’s expectation to invest in numerous Investment Funds, the nature of the tax reporting on a Member’s own federal income tax return of its allocable share of the Fund’s income, gain, loss, deduction or credit will be complicated, and the Member will likely need the assistance of a certified public

accountant or other tax professional to prepare its federal and state income tax returns. The Member could experience an increase in the amount of fees payable to such tax professionals, and such increase could be material. Investors subscribing for Interests for the first time late in the Fund’s taxable year (which is currently the twelve-month period ending December 31) may wish to consider such expenses in deciding whether to subscribe at such time or to delay the subscription until the beginning of the next fiscal year.

The Code generally allows certain partnerships with 100 or more partners to elect to have a special set of rules and procedures apply that are intended to simplify the calculation and reporting of certain partnership items. The Fund does not intend to make this election if it becomes available, but it reserves the right, in its sole discretion, to make the election if it determines that the election would be in the best interest of the Members. In certain cases, it is possible that the election would have an adverse effect on the Members.

Tax-Exempt Investors in the Fund

An IRA may be required to pay income taxes, make estimated income tax payments, and file an income tax return for any taxable year in which it has UBTI. To file an income tax return, an IRA may need to obtain a taxpayer identification number. The Fund is not designed for investment by charitable remainder trusts and an investment in the Fund is not likely to be appropriate for a charitable remainder trust. The charitable contribution deduction for charitable lead trusts and other trusts under Section 642(c) of the Code may be limited for any year in which the trusts have UBTI. Additional tax considerations may also be applicable to private foundations and private operating foundations.

Prospective investors that are IRAs, title holding companies, private foundations, and private operating foundations, as well as any other tax-exempt investors, should consult their own tax advisers with respect to the tax consequences of investing in, and receiving UBTI from, the Fund.

Distributions. Distributions to a Member by the Fund, other than in liquidation of the Member’s Interest in the Fund, will not result in the recognition of gain or loss by such Member, except that gain will be recognized to the extent that cash distributed exceeds the Member’s adjusted tax basis in its Interest in the Fund. Any such gain recognized will generally be treated as capital gain.

On the complete liquidation of a Member’s Interest in the Fund, a Member that receives only cash will recognize gain or loss equal to the difference between the amount of cash received and such Member’s adjusted tax basis for its Interest in the Fund. If a Member receives cash and other property, or only other property, it will not recognize loss but will recognize gain to the extent that the amount of cash received exceeds the adjusted tax basis of its Interest in the Fund. Any gain or loss recognized will generally be treated as capital gain or loss.

Allocations of Income, Gain, Loss and Deduction

Under the Fund’s LLC Agreement, the net profits or net losses of the Fund for each accounting period are allocated among the Members and to their Capital Accounts without regard to the amount of income or loss actually recognized by the Fund for federal income tax purposes. The LLC Agreement provides that items of taxable income, deduction, gain, loss or credit actually recognized by the Fund for each taxable year generally are to be allocated for income tax purposes among the Members pursuant to the principles of Treasury Regulations issued under Sections 704(b) and 704(c) of the Code, to reflect equitably the amounts of net profits or net losses of the Fund allocated to each Member’s capital account for the current and prior taxable years.

The Fund may specially allocate items of Fund income and gain for tax purposes to a Member whose Interest is being repurchased, in whole or in part, to reduce the amount, if any, by which that Member’s repurchase price exceeds that Member’s tax basis for its repurchased Interest, and may specially allocate items of Fund deduction and loss for tax purposes to a Member whose Interest is being repurchased, in whole or in part, to reduce the amount, if any, by which that Member’s tax basis for its repurchased Interest exceeds that Member’s repurchase price. There can be no assurance that, if the Fund makes such a special allocation, the Service will accept such allocation. If such allocation is successfully challenged by the Service, the Fund’s income and gain or loss as the case may be, allocable to the remaining Members will be increased.

Tax Treatment of Portfolio Investments

In General. The Fund expects that the Investment Funds each will act as a trader or investor, and not as a dealer, with respect to its securities transactions. A trader and an investor are persons who buy and sell securities for their own accounts. A dealer, on the other hand, is a person who purchases securities for resale to customers rather than for investment or speculation.

Generally, the gains and losses realized by a trader or an investor on the sale of securities are capital gains and losses. Thus, subject to the treatment of certain currency exchange gains as ordinary income (see “— Currency Fluctuations – ‘Section 988’ Gains or Losses” below) and certain other transactions described below, the Fund expects that the gains and losses from the securities transactions of the Fund and the Investment Funds typically will be capital gains and capital losses. These capital gains and losses may be long-term or short-term depending, in general, upon the length of time the Fund or an Investment Fund, as the case may be, maintains a particular investment position and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. The application of certain rules relating to short sales, to so-called “straddle” and “wash sale” transactions and to Section 1256 Contracts (defined below) may serve to alter the manner in which the holding period for a security is determined or may otherwise affect the characterization as short-term or long-term, and also the timing of the realization, of certain gains or losses. Moreover, the straddle rules and short sale rules may require the capitalization of certain related expenses of the Fund.

The Fund may realize ordinary income from dividends and accruals of interest on securities. The Fund may hold debt obligations with “original issue discount.” In such case, the Fund would be required to include amounts in taxable income on a current basis even though receipt of such amounts may occur in a subsequent year. The Fund may also acquire debt obligations with “market discount.” Upon disposition of such an obligation, the Fund generally would be required to treat gain realized as interest income to the extent of the market discount, which accrued during the period the debt obligation was held by the Fund. Income or loss from transactions involving certain derivative instruments, such as swap transactions, will also generally constitute ordinary income or loss. Moreover, gain recognized from certain “conversion transactions” will be treated as ordinary income. Generally, a conversion transaction is one of several enumerated transactions where substantially all of the taxpayer’s return is attributable to the time value of the net investment in the transaction. The enumerated transactions are (i) the holding of any property (whether or not actively traded) and entering into a contract to sell such property (or substantially identical property) at a price determined in accordance with such contract, but only if such property was acquired and such contract was entered into on a substantially contemporaneous basis, (ii) certain straddles, (iii) generally any other transaction that is marketed or sold on the basis that it would have the economic characteristics of a loan but the interest-like return would be taxed as capital gain or (iv) any other transaction specified in Regulations.

Currency Fluctuations – “Section 988” Gains or Losses. To the extent that its investments are made in securities denominated in a foreign currency, gain or loss realized by the Fund or an Investment Fund frequently will be affected by the fluctuation in the value of such foreign currencies relative to the value of the dollar. Generally, gains or losses with respect to the investments in common stock of foreign issuers will be taxed as capital gains or losses at the time of the disposition of such stock. However, under Section 988 of the Code, gains and losses on the acquisition and disposition of foreign currency (e.g., the purchase of foreign currency and subsequent use of the currency to acquire stock) will be

treated as ordinary income or loss. Moreover, under Section 988, gains or losses on disposition of debt securities denominated in a foreign currency to the extent attributable to fluctuation in the value of the foreign currency between the date of acquisition of the debt security and the date of disposition will be treated as ordinary income or loss. Similarly, gains or losses attributable to fluctuations in exchange rates that occur between the time the Fund or an Investment Fund accrues interest or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund or Investment Fund actually collects such receivables or pays such liabilities may be treated as ordinary income or ordinary loss.

As indicated above, the Fund or an Investment Fund may acquire foreign currency forward contracts, enter into foreign currency futures contracts and acquire put and call options on foreign currencies. Generally, foreign currency regulated futures contracts and option contracts that qualify as “Section 1256 Contracts” (see “— Section 1256 Contracts” below) will not be subject to ordinary income or loss treatment under Section 988. However, if the Fund or an Investment Fund acquires currency futures contracts or option contracts that are not Section 1256 Contracts, or any currency forward contracts, any gain or loss realized by the Fund or an Investment Fund with respect to such instruments will be ordinary, unless (i) the contract is a capital asset in the hands of the Fund or an Investment Fund and is not a part of a straddle transaction and (ii) an election is made (by the close of the day the transaction is entered into) to treat the gain or loss attributable to such contract as capital gain or loss.

Section 1256 Contracts. In the case of Section 1256 Contracts, the Code generally applies a “mark to market” system of taxing unrealized gains and losses on such contracts and otherwise provides for special rules of taxation. A Section 1256 Contract includes certain regulated futures contracts, certain foreign currency forward contracts, and certain options contracts. Under these rules, Section 1256 Contracts held by the Fund or an Investment Fund at the end of each taxable year of the Fund or an Investment Fund are treated for Federal income tax purposes as if they were sold by the Fund or an Investment Fund for their fair market value on the last business day of such taxable year. The net gain or loss, if any, resulting from such deemed sales (known as “marking to market”), together with any gain or loss resulting from actual sales of Section 1256 Contracts, must be taken into account by the Fund or an Investment Fund in computing its taxable income for such year. If a Section 1256 Contract held by the Fund or an Investment Fund at the end of a taxable year is sold in the following year, the amount of any gain or loss realized on such sale will be adjusted to reflect the gain or loss previously taken into account under the “mark to market” rules.

Capital gains and losses from such Section 1256 Contracts generally are characterized as short-term capital gains or losses to the extent of 40% thereof and as long-term capital gains or losses to the extent of 60% thereof. Such gains and losses will be taxed under the general rules described above. Gains and losses from certain foreign currency transactions will be treated as ordinary income and losses. (See “— Currency Fluctuations – ‘Section 988’ Gains or Losses” for more information.) If an individual taxpayer incurs a net capital loss for a year, the portion thereof, if any, which consists of a net loss on Section 1256 Contracts may, at the election of the taxpayer, be carried back three years. Losses so carried back may be deducted only against net capital gain to the extent that such gain includes gains on Section 1256 Contracts.

Mixed Straddle Election. The Code allows a taxpayer to elect to offset gains and losses from positions that are part of a “mixed straddle.” A “mixed straddle” is any straddle in which one or more but not all positions are Section 1256 Contracts. The Fund (and any Investment Fund) may be eligible to elect to establish one or more mixed straddle accounts for certain of its mixed straddle trading positions. The mixed straddle account rules require a daily “marking to market” of all open positions in the account and a daily netting of gains and losses from positions in the account. At the end of a taxable year, the annual net gains or losses from the mixed straddle account are recognized for tax purposes. The application of the Regulations’ mixed straddle account rules is not entirely clear. Therefore, there is no assurance that a mixed straddle account election by the Fund or an Investment Fund will be accepted by the Service.

Short Sales. Gain or loss from a short sale of property is generally considered as capital gain or loss to the extent the property used to close the short sale constitutes a capital asset in the Fund’s or an Investment Fund’s hands. Except with respect to certain situations where the property used to close a short sale has a long-term holding period on the date the short sale is entered into, gains on short sales generally are short-term capital gains. A loss on a short sale will be treated as a long-term capital loss if, on the date of the short sale, “substantially identical property” has been held by the Fund or an Investment Fund for more than one year. In addition, these rules may also terminate the running of the holding period of “substantially identical property” held by the Fund or an Investment Fund.

Gain or loss on a short sale will generally not be realized until such time that the short sale is closed. However, if the Fund or an Investment Fund holds a short sale position with respect to stock, certain debt obligations or partnership interests that have appreciated in value, and it then acquires property that is the same as or substantially identical to the property sold short, the Fund or the Investment Fund generally will recognize gain on the date it acquires such property as if the short sale were closed on such date with such property. Similarly, if the Fund or an Investment Fund holds an appreciated financial position with respect to stock, certain debt obligations, or partnership interests and then enters into a short sale with respect to the same or substantially identical property, the Fund or the Investment Fund generally will recognize gain as if the appreciated financial position were sold at its fair market value on the date it enters into the short sale. The subsequent holding period for any appreciated financial position that is subject to these constructive sale rules will be determined as if such position were acquired on the date of the constructive sale.

Foreign Taxes. It is possible that certain dividends and interest directly or indirectly received by the Fund or an Investment Fund from sources within foreign countries will be subject to withholding taxes imposed by such countries. In addition, the Fund or an Investment Fund may also be subject to capital gains taxes in some of the foreign countries where they purchase and sell securities. Tax treaties between certain countries and the United States may reduce or eliminate such taxes.

Deductibility of Fund Investment Expenditures

Subject to certain exceptions, all miscellaneous itemized deductions, as defined by the Code, of an individual taxpayer, and certain of such deductions of an estate or trust, including in each case a Member’s allocable share of any such deductions with respect to expenses incurred by a partnership, are deductible only to the extent that such deductions exceed 2.00% of the taxpayer’s adjusted gross income. Under a former Code provision that will resume effect in 2011 unless legislative action is taken, investment expenses in excess of 2.00% of adjusted gross income may only be deducted to the extent the excess expenses (along with certain other itemized deductions) exceed the lesser of: (i) 3% of the excess of the individual’s adjusted gross income over the specified amount, or (ii) 80% of the amount of certain itemized deductions otherwise allowable for the taxable year. Moreover, expenses that are miscellaneous itemized deductions are not deductible by a non-corporate taxpayer in calculating its alternative minimum tax liability. The foregoing limitations on deductibility do not apply to deductions attributable to a trade or business. The trading of stocks or securities is generally considered engaging in a trade or business for this purpose while investing in stocks or securities is generally not so considered.

At the end of each taxable year the Fund will determine the extent to which its expenses are attributable to a trade or business or are miscellaneous itemized deductions. There can be no assurance that the Service will agree with such determinations.

Organizational and operating expenses of the Fund, including the Management Fee and any other amounts treated as compensation paid to the Adviser, as well as certain investment expenses of the Fund, to the extent not attributable to a trade or business, may be treated as miscellaneous itemized deductions subject to the foregoing rules or may be required to be capitalized.

Under Section 163(d) of the Code, “investment interest” expense of a non-corporate taxpayer (including in the case of a Member its allocable share of any such expense incurred by a partnership) is deductible only to the extent of such taxpayer’s “net investment income” (including in the case of a Member its allocable share of any net investment income of a partnership). Interest expense incurred by the Fund should constitute “investment interest” and accordingly may be subject to the foregoing limitation.

Losses

A Member may deduct its allocable share of the Fund’s losses only to the extent of such Member’s adjusted tax basis for its Interest in the Fund. Under current law, the deduction of capital losses is limited to the extent of capital gains in the case of a corporation and to the extent of capital gains plus $3,000 in the case of an individual.

The Code restricts the deductibility of losses from a “passive activity” against certain income that is not derived from a passive activity. This restriction applies to individuals, personal service corporations and certain closely held

corporations. Pursuant to temporary Treasury Regulations issued by the Treasury Department, income or loss from securities trading or investing activity generally will not constitute income or loss from a passive activity. Therefore, passive losses from other sources generally could not be deducted against a Member’s share of such income and gain.

Tax Elections

The Fund may make various elections for federal income tax purposes that could result in certain items of income, gain, loss, deduction and credit being treated differently for tax and accounting purposes.

The Code generally permits a partnership to elect to adjust the basis of its property on the sale or exchange of a partnership interest, the death of a Member and on the distribution of property to a Member (a “754 election”), except in certain circumstances in which such adjustments are mandatory. Such adjustments generally are mandatory in the case of a transfer of a partnership interest with respect to which there is substantial built-in loss, or a distribution of partnership property that results in a substantial basis reduction. A substantial built-in loss exists if a partnership’s adjusted basis in its asset exceeds the fair market value of such assets by more than $250,000. A substantial basis reduction results if a downward adjustment of more than $250,000 would be made to the basis of partnership assets if a 754 election were in effect. The general effect of such an election or mandatory adjustment is that transferees of partnership interests are treated as though they had acquired a direct interest in partnership assets. Any such election, once made, may not be revoked without the Service’s consent. Although the LLC Agreement authorizes the Fund, at its option, to make this election (or any other elections permitted under the Code), because of the tax accounting complexities inherent in making this election to adjust the basis of the Fund, it is unlikely that the Fund would decide to make such an election unless circumstances existed which required such adjustments. The absence of this election and of the power to compel the making of such election may, in some circumstances, results in a reduction in value of an interest in the Fund to a potential transferee.

The Fund decides how to report the tax items on its information returns, and all Members are required under the Code to treat the items consistently on their own returns, unless they file a statement with the Service disclosing the inconsistency. In the event the income tax returns of the Fund are audited by the Service, the tax treatment of the Fund’s income and deductions generally is determined at the partnership level in a single proceeding rather than by individual audits of Members. The Fund’s “Tax Matters Partner” has considerable authority to make decisions affecting the tax treatment and procedural rights of all Members. In addition, the Tax Matters Partner has the authority to bind certain Members to settlement agreements and the right on behalf of all Members to extend the statute of limitations relating to the Members’ tax liabilities with respect to Fund items.

Alternative Minimum Tax

The extent, if any, to which the federal alternative minimum tax will be imposed on any Member will depend on the Member’s overall tax situation for the taxable year. Prospective investors should consult with their tax advisers regarding the alternative minimum tax consequences of an investment in the Fund.

Unearned Income Medicare Tax

Under legislation enacted in 2010, effective for tax years beginning after December 31, 2012, certain net investment income received by an individual having modified adjusted gross income in excess of $200,000 (or $250,000 for married individuals filing jointly) will be subject to a tax of 3.8 percent. Undistributed net investment income of trusts and estates in excess of a specified amount will also be subject to this tax. Certain income and gain resulting

from the Fund’s investments, when allocated to individual investors and investors that are trusts or estates, will constitute investment income of the type subject to this tax.

Tax Shelter Disclosure

Certain rules require taxpayers to disclose – on their federal income tax returns and, under certain circumstances, separately to the Office of Tax Shelter Analysis – their participation in “reportable transactions” and require “material advisors” to maintain investor lists with respect thereto. These rules apply to a broad range of

transactions, including transactions that would not ordinarily be viewed as tax shelters, and to indirect participation in a reportable transaction (such as through a partnership). For example, a Member who is an individual will be required to disclose participation in a loss transaction, which would include a tax loss resulting from the sale or exchange of his or her Interest, if the loss is at least $2 million in any single taxable year or $4 million in the taxable year in which the transaction is entered into and the five succeeding taxable years – those thresholds are $10 and $20 million, respectively, for Members that are C corporations. A loss transaction would also include a loss from foreign currency transactions of at least $50,000 in any single taxable year for individuals and trusts, either directly or through a pass-through entity, such as the Fund. Losses are adjusted for any insurance or other compensation received but determined without taking into account offsetting gains or other income or limitations on deductibility.

An excise tax and additional disclosure requirements may apply to certain tax-exempt entities that are “parties” to certain types of reportable transactions. A notice issued by the Service provides that a tax-exempt investor in a partnership will generally not be treated as a “party” to a prohibited tax shelter transaction, even if the partnership engages in such a transaction, if the tax-exempt investor does not facilitate the transaction by reason of its tax-exempt, tax indifferent or tax-favored status. There can be no assurance, however, that the Service or Treasury Department will not provide guidance in the future, either generally or with respect to particular types of investors, holding otherwise.

Failure to comply with the disclosure requirements for reportable transactions or prohibited tax shelter transactions can result in the imposition of penalties. Prospective investors are urged to consult with their own tax advisers with respect to the effect of these rules on an investment in the Fund.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EACH INVESTOR (AND EACH EMPLOYEE, REPRESENTATIVE, OR OTHER AGENT OF THE INVESTOR) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF AN INVESTMENT IN THE FUND AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSIS) THAT ARE PROVIDED TO THE INVESTOR RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE (AS SUCH TERMS ARE DEFINED IN TREASURY REGULATION SECTION 1.6011-4).

State and Local Taxes

Prospective investors should also consider the potential state and local tax consequences of an investment in the Fund. In addition to being taxed in its own state or locality of residence, a Member may be subject to tax return filing obligations and income, franchise and other taxes in jurisdictions in which the Fund or the Investment Funds operate. The Fund may be required to withhold state and local taxes on behalf of the Members. Any amount withheld generally will be treated as a distribution to each particular Member. However, an individual Member may be entitled to claim a credit on his or her resident state income tax return for the income taxes paid to the nonresident jurisdictions. Further, the Fund (and the Investment Funds) may be subject to state and/or local taxes.

Foreign Taxation. In general, the manner in which the Fund and/or Investment Funds and their income will be subject to taxation in the various countries in which they conduct investment activities will depend on whether the Fund and the Investment Funds are treated as having a trade or business in the particular country. Although the Fund and the Investment Funds will endeavor, to the extent consistent with achieving their management and investment objectives, to minimize the risk that they are treated as engaged in a trade or business in a particular country that might result in significant taxation, no assurance can be provided in this regard. It is possible that certain amounts received from sources within foreign countries will be subject to withholding taxes imposed by such countries. In addition, the Fund and/or Investment Funds may also be subject to other withholding and capital gains, stamp duty or other taxes in some of the foreign countries where they purchase and sell securities.

The Members will be informed by the Fund as to their proportionate shares of the foreign taxes paid by the Fund, which they will be required to include in their income. The Members may be entitled to claim either a credit (subject, however, to various limitations on foreign tax credits) or, if they itemize their deductions, a deduction (subject to the limitations generally applicable to deductions) for their shares of such foreign taxes in computing their federal income taxes.

Other Taxes

The foregoing is a summary of some of the tax rules and considerations affecting Members and the Fund’s operations, and does not purport to be a complete analysis of all relevant tax rules and considerations, nor does it purport to be a complete listing of all potential tax risks inherent in making an investment in the Fund. All investors are urged to consult with their own tax advisers regarding any proposed investment in the Fund. A Member may be subject to other taxes, including but not limited to, state and local taxes, estate and inheritance taxes, and intangible taxes that may be imposed by various jurisdictions. The Fund also may be subject to state, local, and foreign taxes that could reduce cash distributions to Members. It is the responsibility of each Member to file all appropriate tax returns that may be required.

Each prospective investor is urged to consult with his or her tax adviser with respect to any investment in the Fund.

In addition to the particular matters set forth in this section, tax-exempt entities should review carefully those sections of this Memorandum regarding liquidity and other financial matters to ascertain whether the investment objective of the Fund is consistent with their overall investment plans.

EMPLOYEE BENEFIT PLAN CONSIDERATIONS

Persons who are fiduciaries with respect to an employee benefit plan or other arrangement subject to the Employee Retirement Income Security Act of 1974, as amended (an “ERISA Plan” and “ERISA,” respectively), and persons who are fiduciaries with respect to an IRA, Keogh Plan, or other plan that is subject to the prohibited transaction provisions of Section 4975 of the Code (together with ERISA Plans, “Plans”) should consider, among other things, the matters described below before determining whether to invest in the Fund.

ERISA imposes certain general and specific responsibilities on persons who are fiduciaries with respect to an ERISA Plan, including prudence, diversification, an obligation not to engage in a prohibited transaction and other standards. In determining whether a particular investment is appropriate for an ERISA Plan, Department of Labor regulations provide that a fiduciary of an ERISA Plan must give appropriate consideration to, among other things, whether the investment is permitted under the Plan’s governing instruments, the role that the investment plays in the ERISA Plan’s portfolio, taking into consideration whether the investment is designed reasonably to further the ERISA Plan’s purposes, an examination of the risk and return factors, the fund’s composition with regard to diversification, the liquidity and current return of the total portfolio relative to the anticipated cash flow needs of the ERISA Plan, the income tax consequences of the investment and the projected return of the total portfolio relative to the ERISA Plan’s funding objectives. Before investing the assets of an ERISA Plan in the Fund, a fiduciary should determine whether such an investment is consistent with its fiduciary responsibilities and the foregoing regulations. If a fiduciary with respect to any such ERISA Plan breaches its or his responsibilities with regard to selecting an investment or an investment course of action for such ERISA Plan, the fiduciary itself or himself may be held liable for losses incurred by the ERISA Plan as a result of such breach.

Because the Fund is registered as an investment company under the 1940 Act, the underlying assets of the Fund should not be considered to be “plan assets” of the Plans investing in the Fund for purposes of the fiduciary responsibility and prohibited transaction rules under ERISA or the Code. Thus, neither the Adviser, the Subadviser nor the Investment Managers are fiduciaries within the meaning of ERISA or the Code with respect to the assets of any Plan that becomes a Member in a Fund, solely by reason of the Plan’s investment in the Fund.

Certain prospective investors may currently maintain relationships with the Adviser, the Subadviser or one or more Investment Managers of the Investment Funds in which the Fund invests, or with other entities that are affiliated with the Adviser, the Subadviser or the Investment Managers. Each of such persons may be deemed to be a party in interest to and/or a fiduciary of any Plan to which it provides investment management, investment advisory, or other services. ERISA and the relevant provisions of the Code prohibit the use of Plan assets for the benefit of a party in interest and also prohibit a Plan fiduciary from using its position to cause the Plan to make an investment from which it or certain third parties in which such fiduciary has an interest would receive a fee or other consideration. Plan investors should consult with legal counsel to determine if participation in the Fund is a transaction that is prohibited by ERISA or the Code and fiduciaries of such plans should not permit an investment in the Fund with

plan assets if the Adviser, the Subadviser or the Investment Managers, or their affiliates perform or have investment powers over such assets, unless an exemption from the prohibited transaction rules apply with respect to such purchase.

The Fund requires Plan fiduciaries proposing to invest in the Fund to certify that (a) the investment by such Plan interest holder in the Fund is prudent for the Plan (taking into account any applicable liquidity and diversification requirements of ERISA); (b) the investment in the Fund is permitted under ERISA, the Code, other applicable law and the Plan’s governing plan documents; (c) neither the Adviser nor any of its affiliates (including, without limitation, any of the Related Parties) has acted as a fiduciary under ERISA with respect to such purchase; (d) no advice provided by the Adviser or any of its affiliates has formed a primary basis for any investment decision by such Plan interest holder in connection with such purchase; and (e) the purchase, holding and disposition of the interest in the Fund will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any materially similar provisions of other law for which an exemption is not available.

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

Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA) are not subject to requirements of ERISA or the Code discussed above but may be subject to substantively similar provisions of other applicable federal or state law or may be subject to other legal restrictions on their ability to invest in the Fund. Accordingly, any such governmental plans and the fiduciaries of such plans should consult with their legal counsel concerning all the legal implications of investing in the Fund.

Because the Fund and any Investment Fund may incur debt in connection with the purchase of securities, futures and other investments, the Fund may generate income that is taxable to its tax-exempt Members as UBTI. Accordingly, the Fund may not be an appropriate investment for a tax-exempt entity. In addition, a tax-exempt Member may recognize UBTI if it incurs indebtedness to finance its investment in the Fund, and it is possible that certain investments by the Fund could result in UBTI, even if such investments are not debt financed. An IRA may be required to pay income taxes, make estimated income tax payments, and file an income tax return for any taxable year in which it has UBTI. To file an income tax return, an IRA may need to obtain a taxpayer identification number. The Fund is not designed for investment by charitable remainder trusts and an investment in the Fund is not likely to be appropriate for a charitable remainder trust. The charitable contribution deduction for charitable lead trusts and other trusts under Section 642(c) of the Code may be limited for any year in which the trusts have UBTI. Additional tax considerations may also be applicable to private foundations and private operating foundations. Prospective investors that are IRAs, title holding companies, private foundations, and private operating foundations, as well as any other tax-exempt investors, should consult their own tax advisers with respect to the tax consequences of investing in, and receiving UBTI from, the Fund.

THE FUND’S SALE OF INTERESTS TO PLANS IS IN NO RESPECT A REPRESENTATION OR WARRANTY BY THE FUND, THE ADVISER OR ANY OF THEIR AFFILIATES, OR BY ANY OTHER PERSON ASSOCIATED WITH THE SALE OF THE INTERESTS, THAT SUCH INVESTMENT BY PLANS MEETS ALL RELEVANT LEGAL REQUIREMENTS APPLICABLE TO PLANS GENERALLY OR TO ANY PARTICULAR PLAN, OR THAT SUCH INVESTMENT IS OTHERWISE APPROPRIATE FOR PLANS GENERALLY OR FOR ANY PARTICULAR PLAN.

CODE OF ETHICS

The Fund, the Adviser and the Subadviser have each adopted a code of ethics. The codes are designed to detect and prevent improper personal trading by their personnel, including investment personnel who might compete with or otherwise take advantage of the Fund’s portfolio transactions. Covered persons include the Adviser and the Subadviser, as well as employees of the Adviser and the Subadviser having knowledge of the investments and investment intentions of the Fund. The codes of ethics permit persons subject to the code to invest in securities,

including securities that may be purchased or held by the Fund including Investment Funds, subject to a number of restrictions and controls.

The codes of ethics are included as an exhibit to the Fund’s registration statement filed with the SEC and can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 202-942-8090. The code of ethics is available on the EDGAR database on the SEC’s Internet site at http://www.sec.gov, and also may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing to the SEC’s Public Reference Section, Washington, D.C. 20549.

BROKERAGE

The Fund

It is the policy of the Fund to obtain the best execution of its direct investment portfolio transactions, if any, taking into account certain factors as set forth below. In most instances, the Fund will purchase securities directly from an Investment Fund, and such purchases may be, but generally are not, subject to transaction expenses. Nevertheless, the Fund anticipates that some of its portfolio transactions, including direct investments, may be subject to transaction expenses.

The Fund contemplates that, consistent with the policy of obtaining the best net result, any brokerage transactions of the Fund may be conducted through affiliates of the Adviser. The Board has adopted procedures in conformity with Section 17(e) of the 1940 Act to ensure that all brokerage commissions paid to affiliates are fair and reasonable. As discussed below, the Investment Funds may also conduct brokerage transactions through affiliates of the Adviser. Transactions for the Fund will not be effected on a principal basis with the Adviser, the Subadviser, Placement Agents, any of their affiliates, or other affiliates of the Fund (unless permitted under the 1940 Act). However, such entities may effect brokerage transactions for the Fund. These transactions would be effected in accordance with procedures adopted by the Fund pursuant to Section 17(e) of the 1940 Act and rules and regulations promulgated thereunder. Among other things, Section 17(e) and those procedures provide that, when acting as broker for the Fund, the Placement Agents, the Adviser, the Subadviser, or their affiliates may receive compensation not exceeding: (i) the usual and customary broker’s commission for transactions effected on a national securities exchange; (ii) 2.00% of the sales price for secondary distributions of securities; and (iii) 1% of the sales price for other purchases or sales. Brokerage transactions effected by the Investment Funds with the Placement Agents, the Adviser, the Subadviser, or any of their affiliates will not be subject to the limitations imposed by Section 17(e) of the 1940 Act.

The Fund will bear any commissions or spreads in connection with the Fund’s portfolio transactions. In placing orders, it is the policy of the Fund to obtain the best results taking into account the broker-dealer’s general execution and operational facilities, the type of transaction involved, and other factors such as the broker-dealer’s risk in positioning the securities involved. While the Subadviser generally seeks reasonably competitive spreads or commissions, the Fund will not necessarily be paying the lowest spread or commission available. In executing portfolio transactions and selecting brokers or dealers, the Subadviser seeks to obtain the best overall terms available for the Fund. In assessing the best overall terms available for any transaction, the Subadviser considers factors deemed relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. The overall reasonableness of brokerage commissions paid is evaluated by the Subadviser based upon its knowledge of available information as to the general level of commission paid by other institutional investors for comparable services. Transactions on U.S. stock exchanges and on some foreign stock exchanges involve the payment of negotiated brokerage commissions. On the great majority of foreign stock exchanges, however, commissions are fixed. No stated commission is generally applicable to securities traded in over-the-counter markets, but the prices of those securities include undisclosed commissions or mark-ups.

The Investment Funds

The Investment Funds incur transaction expenses in the management of their portfolios, which will decrease the value of the Fund’s investment in the Investment Funds. In view of the fact that the investment program of certain of the Investment Funds may include trading as well as investments, short-term market considerations will frequently be involved, and it is anticipated that the turnover rates of such Investment Funds may be substantially greater than the turnover rates of other types of investment vehicles. In addition, the order execution practices of the Investment Funds may not be transparent to the Fund. Each Investment Fund is responsible for placing orders for the execution of its portfolio transactions and for the allocation of its brokerage. The Fund will have no direct or indirect control over the brokerage or portfolio trading policies employed by the investment advisers of the Investment Funds. It is expected that each Investment Fund will generally select broker-dealers to effect transactions on the Investment Fund’s behalf substantially in the manner set forth below.

Each Investment Fund generally will seek reasonably competitive commission rates. However, Investment Funds will not necessarily pay the lowest commission available on each transaction, and may engage in transactions with broker-dealers based on different criteria than those considered by the Fund. Investment Funds may not be subject to the same regulatory restrictions on principal and agency transactions as the Fund. The Fund will indirectly bear the commissions or spreads in connection with the portfolio transactions of the Investment Funds.

No guarantee or assurance can be made that an Investment Fund’s brokerage transaction practices will be transparent or that the Investment Fund will establish, adhere to, or comply with its stated practices. Most Investment Funds may select brokers on a basis other than that outlined above for the Fund and may receive benefits other than research or that benefit the Investment Fund’s investment adviser or its affiliates rather than the Investment Fund.

DISTRIBUTION ARRANGEMENTS

General

The Placement Agent and wholesaling agent for the Fund is Alternative Strategies Brokerage Services, Inc., an affiliate of the Adviser. The Placement Agent may appoint other broker dealers as sub-placement agents, including an affiliate of the Subadviser. The Placement Agent also acts primarily as a “Wholesaler” and, as such, educates and provides additional services with respect to the Fund to other brokers and financial institutions that may not be the ultimate beneficial owners of such Interests. The Placement Agent or other intermediaries that enter into agreements with the Placement Agent may charge an investor a fee for their services in conjunction with an investment in the Fund and/or maintenance of Member accounts. Such a fee will be in addition to any fees charged or paid by the Fund and is not a Fund expense. Members should direct any questions regarding any such fees to the relevant Intermediary. The Fund in the future may engage additional placement agents.

The Adviser or its affiliates also may pay from their own resources (including from fees attributable to the Fund) compensation to the Placement Agent, to other of their affiliates, and to broker-dealers and other Intermediaries, in connection with subscriptions for and/or placement of Interests or servicing of Members. Intermediaries and their personnel (who themselves may receive all or a substantial part of the relevant payments) may receive greater compensation in connection with subscriptions for Interests than they would have received in connection with subscriptions for shares of other investment funds. Prospective investors should be aware that these payments could create incentives on the part of an Intermediary to view the Fund more favorably relative to investment funds not making payments of this nature or making smaller such payments. Such payments may be different for different Intermediaries. A prospective investor with questions regarding these arrangements may obtain additional detail by contacting the relevant Intermediary directly.

Interests will not be registered under the 1933 Act, or the securities laws of any state or any other jurisdiction.

Subsequent to the initial offering, it is expected that Interests will be offered and may be purchased on a monthly basis or at such other times as may be determined by the Board. The Board may discontinue accepting subscriptions at any time.

The maximum compensation payable to all member firms (in the aggregate) of the Financial Industry Regulatory Authority participating in the Fund’s distribution will be 7.25% of the Fund’s offering proceeds.

Purchase Terms

The Fund intends to seek exemptive relief from the SEC to offer multiple classes of Interests in the Fund with different terms than those described herein. The fees and expenses of such future classes may vary from the initial Interests offered and will be offered under a revised memorandum if and when any such relief is obtained. The Fund intends to accept initial and additional subscriptions for Interests only once each month, effective as of the opening of business on the first calendar day of the month (each such day, a “Subscription Date”). In order to subscribe to the Fund, investors must complete and return to the appropriate party (as set forth in the Subscription Agreement) one (1) copy of the Subscription Agreement by at least the number of Business Days prior to the Subscription Date that is described in the applicable Subscription Agreement. Investors must remit the full purchase price of their subscription three (3) Business Days prior to the Subscription Date. Subscription proceeds must be delivered by wire. The Fund will not accept checks.

The minimum initial investment in the Fund is $50,000. The minimum additional investment is $10,000, in whole increments of $1,000. The minimum initial and minimum additional investment requirements may be reduced or increased by the Board. No certificates will be issued for Interests.

SUMMARY OF LIMITED LIABILITY COMPANY AGREEMENT

The following is a summary description of additional items and of select provisions of the LLC Agreement. An investor in the Fund will be a Member of the Fund and his or her rights in the Fund will be established and governed by the Fund’s Limited Liability Company Agreement (“LLC Agreement”). The following is a summary description of additional items and of select provisions of the LLC Agreement that may not be described elsewhere in this Memorandum. The description of such items and provisions is not definitive and reference should be made to the complete text of the LLC Agreement.

Liability; Indemnification

Under Delaware law and the LLC Agreement, each Member will be liable for the debts and obligations of the Fund only to the extent of the value of such Member’s Interest. The LLC Agreement provides that the Managers (including the initial managing member and certain of its affiliates, among others) shall not be liable to the Fund or any of the Members for any loss or damage occasioned by any act or omission in the performance of their services as such in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of their office or as otherwise required by applicable law.

The LLC Agreement also contains provisions for the indemnification, to the extent permitted by law, of the members and former members of the Board and the initial managing member and certain of its affiliates (among others) by the Fund (but not by the Members individually) against any liability and expense to which any of them may be liable that arise in connection with the performance of their activities on behalf of the Fund. None of these persons shall be personally liable to any Member by reason of any change in the federal or state income tax laws applicable to the Fund or its investors. The rights of indemnification and exculpation provided under the LLC Agreement shall not be construed so as to limit liability or provide for indemnification of the members and former members of the Board and the Adviser (including certain of its affiliates, among others) for any liability (including liability under applicable federal or state securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such

indemnification or limitation on liability would be in violation of applicable law, but shall be construed so as to effectuate the applicable provisions of the LLC Agreement to the fullest extent permitted by law.

Amendment

The LLC Agreement may generally be amended, in whole or in part, with the approval of a majority of the Managers (including a majority of the Independent Managers, if required by the 1940 Act). Members have the right to vote on any amendment: (i) affecting their right to vote granted under the LLC Agreement; (ii) to the LLC

Agreement’s amendment provision; (iii) for which such vote is required by law; and (iv) submitted to them by the Managers.

Term, Dissolution and Liquidation

The Fund may be dissolved upon the affirmative vote of a majority of the Managers without Member approval, unless such approval is required by the 1940 Act. Following dissolution, the Board may liquidate the Fund by (i) selling the Fund’s assets to another entity in exchange for interests in the acquiring entity, (ii) selling all of the Fund’s assets for cash or (iii) distributing the Fund’s assets in-kind to Members. Following such liquidation, the Fund’s Members are entitled to receive the proceeds of such sale, distributed in proportion the Interest held by each Member. Upon termination of the Fund, the Fund will file a certificate terminating its existence as a Delaware limited liability company.

Reports to Members

The Fund will furnish to Members as soon as practicable after the end of each taxable year such information as is necessary for Members to complete federal and state income tax or information returns, along with any other tax information required by law. The 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. Semi-annual reports from the Adviser regarding the Fund’s operations during each fiscal semi-annual period will also be sent to Members. The Adviser may provide additional periodic reporting.

Fiscal Year

The Fiscal year of the Fund shall end on March 31, with the taxable year ending on December 31.

ACCOUNTANTS AND LEGAL COUNSEL

KPMG LLP serves as the Fund’s independent registered public accounting firm. As the Fund’s independent registered public accounting firm, KPMG LLP will perform the Fund’s annual audit of the Fund’s financial statements and other non-audit accounting and related services.

K&L Gates LLP, One Lincoln Street, Boston, Massachusetts 02111, acts as counsel to the Fund.

GENERAL INFORMATION

The Fund is registered under the 1940 Act as a closed-end management investment company. The Fund was formed as a limited liability company under the laws of the State of Delaware on November 19, 2010. The Fund will have its principal offices at c/o Alternative Strategies Group, Inc., 401 South Tryon Street, Charlotte, NC 28288, or at such other place as may be designated from time to time by the Board. The Fund will have its registered office in Delaware at Corporation Service Company and will have Corporation Service Company as its registered agent for service of process in Delaware, unless a different registered office or agent is designated from time to time by the Board. The Adviser’s telephone number is (866) 440-7460.

FINANCIAL STATEMENTS

The Fund will issue a complete set of financial statements on an annual basis prepared in accordance with generally accepted accounting principles.

Performance Information

Subadviser’s Past Performance

This appendix provides past performance information (“Composite Performance”) for the private unregistered funds that the Subadviser advises that have substantially similar investment objectives, policies and strategies as the Fund (“Private Funds”). The inception dates for the Private Funds which comprise the Composite Performance are January 1, 1994 and July 1, 2006. The Subadviser Portfolio Managers are responsible for managing the investment portfolios of the Fund and the Private Funds.

As described in the notes, the Composite Performance has been calculated using an asset-weighted average of the returns of the Private Funds. The Composite Performance shown is based on a gross of management and performance fee Private Fund performance adjusted to deduct the Management Fee and Performance Allocation applicable to the Fund, except that the Expense Limitation Agreement has not been applied (if applicable). The total operating fees and expenses of the Private Funds may be lower than the anticipated total operating expenses of the Fund, in which case the Composite Performance shown would have been lower had the anticipated total operating expenses of the Fund been used to compute the Composite Performance.

It is inappropriate and would be inaccurate for an investor to consider the Composite Performance information below as being indicative of future performance of the Fund. The Adviser and Subadviser have included this performance appendix because they believe that the performance information presented is sufficiently relevant, as related or supplemental performance information only, to merit consideration by prospective Fund investors.

The past performance of the Subadviser in managing other portfolios is no guarantee of future results in managing the Fund. Please note the following cautionary guidelines in reviewing this Appendix:

	●	Performance figures are not the performance of the Fund. The Composite Performance shown is not the performance of the Fund and is not an indication of how the Fund would have performed in the past or will perform in the future. The Fund’s performance in the future will be different from the Composite Performance presented, due to factors such as differences in the cash flows, expenses, portfolio size and composition, availability of underlying hedge funds, willingness of hedge fund managers to take additional assets, asset allocation methodology, and differing hedge fund liquidity constraints. In particular, Composite Performance is not necessarily an indication of how the Fund will perform, as the Private Funds are not subject to investment limitations, leverage restrictions, diversification requirements and other restrictions imposed on investment companies by the 1940 Act and the Internal Revenue Code, which, if applicable, can have a negative impact on the Fund’s performance.

	●	There have been significant fluctuations in the market in the past few years. The performance for the period is shown through November 30, 2010. The markets have been quite volatile in the last few years, and this trend may continue. As a result, the performance included herein will not reflect the latest volatility in the markets, if any occurs.

●

The performance shown are averages. The information below shows monthly rates of return for the years indicated, but does not reflect any volatility that may have occurred within a given period.

Composite Performance

Monthly Returns

Year	Jan	Feb	Mar	Apr	May	Jun	Jul	Aug	Sep	Oct	Nov	Dec	YTD
2010	0.56%	0.57%	3.31%	1.54%	-3.97%	-1.57%	1.98%	-0.91%	3.51%	1.82%	-0.07%		6.74%
2009	0.49%	-1.40%	0.56%	4.85%	6.34%	0.82%	3.95%	2.86%	3.35%	-0.25%	1.57%	2.65%	28.71%
2008	-5.15%	0.71%	-3.31%	2.22%	2.34%	-2.63%	-2.96%	-1.03%	-8.68%	-8.30%	-2.68%	0.10%	-26.30%
2007	1.38%	0.95%	1.70%	2.48%	2.45%	1.19%	1.11%	-1.58%	2.73%	4.03%	-1.08%	0.71%	17.15%
2006	3.22%	0.49%	1.70%	1.87%	-2.78%	-0.99%	-0.04%	1.25%	0.91%	2.36%	2.24%	1.87%	12.65%
2005	0.46%	2.03%	-0.28%	-1.10%	1.26%	1.71%	2.37%	1.54%	2.44%	-2.61%	1.98%	2.82%	13.22%
2004	1.34%	1.31%	0.71%	-0.90%	-0.68%	0.65%	-0.22%	0.29%	1.51%	1.19%	3.30%	2.46%	11.43%
2003	1.35%	0.48%	0.75%	2.86%	3.62%	0.78%	0.13%	0.95%	2.12%	1.31%	1.10%	3.20%	20.26%
2002	0.93%	0.22%	1.11%	1.42%	0.17%	-2.21%	-2.54%	0.63%	0.02%	-0.45%	1.54%	1.37%	2.12%
2001	3.06%	0.40%	-0.66%	0.18%	1.38%	0.25%	-0.12%	0.63%	-0.53%	1.40%	1.82%	2.58%	10.80%
2000	-1.26%	7.21%	-0.08%	-3.63%	-0.17%	2.00%	-1.10%	2.60%	-0.76%	-0.94%	-2.48%	1.98%	2.98%
1999	2.52%	-0.40%	5.14%	6.45%	0.46%	6.31%	1.28%	0.37%	0.66%	0.77%	7.53%	10.83%	49.99%
1998	0.04%	3.48%	4.17%	0.38%	-2.53%	-2.24%	0.35%	-16.95%	-2.07%	-1.35%	3.75%	2.09%	-12.03%
1997	3.46%	1.92%	0.15%	0.13%	1.62%	2.49%	6.15%	-1.70%	2.37%	-2.37%	0.04%	2.29%	17.51%
1996	3.98%	0.26%	0.93%	3.94%	3.25%	1.74%	-0.13%	1.75%	1.45%	1.45%	2.93%	1.92%	26.05%
1995	-2.71%	0.05%	0.69%	3.60%	2.15%	0.76%	1.66%	0.53%	1.39%	-1.07%	0.03%	3.29%	10.70%
1994	1.98%	-2.00%	-3.71%	-2.59%	-0.35%	0.43%	1.28%	2.07%	1.12%	-0.88%	-1.17%	-1.22%	-5.10%

Annual Returns

1994	1995	1996	1997	1998	1999	2000	2001	2002	2003	2004	2005	2006	2007	2008	2009
-5.10%	10.70%	26.05%	17.51%	-12.03%	49.99%	2.98%	10.80%	2.12%	20.26%	11.43%	13.22%	12.65%	17.15%	-26.30%	28.71%

Annualized Return Since Inception (January 1994 – November 2010)	Standard Deviation	Sharpe Ratio
9.78%	9.28%	0.70

NOTES:

The tables above do not reflect the performance of the Fund, but rather the Composite Performance information for accounts advised by the Subadviser with substantially similar investment objectives,

policies and strategies as the Fund. The information contained in the table was prepared by the Subadviser based on the following facts and assumptions:

	(1)	The Composite Performance has been calculated using an asset-weighted average of the returns of the Private Funds.

	(2)	The Composite Performance shown is calculated using gross of management and performance fee Private Fund performance adjusted to deduct the Management Fee and Performance Allocation applicable to the Fund, except that the Expense Limitation Agreement has not been applied (if applicable). Performance Allocations for the Fund, if any, will be accrued and paid with respect to a Member’s Capital Account(s) as set forth in the Memorandum. Except for 2010, Composite Performance returns are derived from audited numbers.

	(3)	The total operating fees and expenses of the Private Funds may be lower than the anticipated total operating expenses of the Fund, in which case the Composite Performance shown would have been lower had the anticipated total operating expenses of the Fund been used to compute the Composite Performance.

	(4)	The Composite Performance information from January 1, 1994 to June 30, 2006 is based on the performance of one Private Fund (because the other Private Fund had yet to commence operations). The Composite Performance information from July 1, 2006 through November 30, 2010 is based on the performance of both Private Funds.

	(5)	The Composite Performance includes all fees and expenses borne directly by the Private Funds (with the exception of management and performance fees, which have been adjusted to reflect those for the Fund) and indirectly by the Private Funds as investors in other private investment funds.

	(6)	Standard Deviation measures the dispersal or uncertainty in a random variable (in this case, investment returns). It measures the degree of variation of returns around the mean (average) return. The higher the volatility of the investment returns, the higher the standard deviation will be.

	(7)	Sharpe Ratio is a measure of reward per unit of risk. The return of a portfolio in excess of the risk-free rate (in this case, the annualized 90 day T-bill rate) is divided by the portfolio’s historical standard deviation.

APPENDIX A

ASGI AURORA OPPORTUNITIES FUND, LLC

(A Delaware Limited Liability Company)

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of November 19, 2010

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	5
	2.3	PRINCIPAL AND REGISTERED OFFICE	5
	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	11
	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			15
	4.1	TERMINATION OF STATUS OF A MANAGER	15
	4.2	REMOVAL OF THE MANAGERS	16
	4.3	TRANSFER OF INTERESTS OF MEMBERS	16
	4.4	REPURCHASE OF INTERESTS	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	22
	5.6	TAX ALLOCATIONS	22
	5.7	DISTRIBUTIONS	22
	5.8	WITHHOLDING	22
ARTICLE VI: DISSOLUTION AND LIQUIDATION			23
	6.1	DISSOLUTION	23
	6.2	LIQUIDATION OF ASSETS	23
ARTICLE VII: ACCOUNTING, VALUATIONS, AND BOOKS AND RECORDS			24
	7.1	ACCOUNTING AND REPORTS	24
	7.2	DETERMINATIONS BY THE BOARD OF MANAGERS	25
	7.3	VALUATION OF ASSETS	25
ARTICLE VIII: MISCELLANEOUS PROVISIONS			26
	8.1	AMENDMENT OF LIMITED LIABILITY COMPANY AGREEMENT	26
	8.2	SPECIAL POWER OF ATTORNEY	27
	8.3	NOTICES	27
	8.4	AGREEMENT BINDING UPON SUCCESSORS AND ASSIGNS	28
	8.5	APPLICABILITY OF 1940 ACT AND FORM N-2	28
	8.6	CHOICE OF LAW	28
	8.7	NOT FOR BENEFIT OF CREDITORS	28
	8.8	THIRD-PARTY BENEFICIARIES	28
	8.9	MERGER AND CONSOLIDATION	28
	8.10	PRONOUNS	29
	8.11	CONFIDENTIALITY	29
	8.12	SEVERABILITY	30
	8.13	FILING OF RETURNS	30
	8.14	TAX MATTERS PARTNER	30
	8.15	SECTION 754 ELECTION	31
	8.16	USE OF NAMES “ALTERNATIVE STRATEGIES GROUP, INC.,” “ASGI” AND “ASGI AURORA OPPORTUNITIES FUND, LLC”	31
	8.17	ACKNOWLEDGMENT BY THE PARTIES	32

ASGI AURORA OPPORTUNITIES FUND, LLC

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT of ASGI Aurora Opportunities Fund, LLC (the “Fund”) is dated as of November 19, 2010 by and among Alternative Strategies Group, Inc., as the Initial Managing 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 November 19, 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.

“ASGI” – Alternative Strategies Group, Inc., a North Carolina corporation, or any successor thereof.

“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 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 ASGI is admitted to the Fund as a Member.

“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.

“DISTRIBUTOR” – Alternative Strategies Brokerage Services, Inc. or any Person who may hereafter serve as a placement agent for the Interests pursuant to a placement agreement with the Fund, or as the distributor of Interests pursuant to a general distribution agreement with the Fund.

“FISCAL PERIOD” - The period commencing on the Closing Date, and thereafter each period commencing on the day immediately following the last calendar 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 Interest of any Member in connection with the repurchase of such Interests;
	5)	the day upon which any subadvisory agreement is terminated; or
	6)	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 Interests.

“FISCAL YEAR” - The period commencing on the Closing Date and ending on the next succeeding March 31, and thereafter each period commencing on April 1 of each year and ending on the immediately following March 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.

“INCENTIVE PERIOD” – With respect to any Member, the period commencing on the day such Member makes a Capital Contribution or the day immediately following the last day of the preceding Incentive Period, and ending at the close of business on the first to occur of the following dates:

1) the last day of each taxable year;

2) the date of a repurchase of all or a portion of such Member’s Interest; or

3) the date of the termination of any subadviser.

“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 MANAGING MEMEBER” - ASGI.

“INTERESTS” - The limited liability company interests, each representing an ownership interest in the Fund, including the rights and obligations of a Member under this Agreement and the Delaware Act.

“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; the term Manager shall include the Initial Managing Member.

“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 ASGI (and any Affiliate of ASGI 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 Interests. The Net Assets of the Fund will be computed as of the close of business on the last calendar day of each Fiscal Period. 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” – With respect to any Interest, the portion of the Fund’s Net Assets attributable to the Capital Account for such Interest.

“NET PROFIT OR NET LOSS” - The amount by which the Net Assets as of the close of business on the last calendar 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.

“SPECIAL MEMBER” – ASGI.

“SPECIAL MEMBER ACCOUNT” – A Capital Account established and maintained on behalf of the Special Member pursuant to Section 5.3 hereof for purposes of receiving the Performance Allocation pursuant to Section 5.4 hereof.

“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 an Interest, or portion thereof, including any right to receive any allocations and distributions attributable to such Interest, and “TRANSFEROR” and “TRANSFEREE” mean the respective parties to a Transfer.

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

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 ASGI as the Initial Managing 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 “ASGI Aurora Opportunities 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 ASGI, 401 South Tryon Street, Charlotte, North Carolina 28202, 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 Company as its registered agent for service of process in Delaware, unless a different registered office or agent is designated from time to time by the Board.

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 invest 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 Interests under the Securities Act of 1933, as amended, but need not so register Interests.

(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 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.

(2) 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.

(3) 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.

(4) 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.

(5) 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.

(6) 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.

(7) 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.

(8) 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 Managing Member. Prior to the Closing Date, the Initial Managing Member may designate individuals who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement, a subscription agreement, application or certification in connection with the purchase or acquisition of an Interest, a Member admitted on the Closing Date 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, ASGI 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) ASGI is hereby admitted as a Member of the Fund effective as of the time of its execution of this Agreement, and ASGI shall make the contribution and receive an Interest as set forth in Section 2.8.

(b) The Fund may offer Interests for purchase by investors (including through exchange) in such manner and at such times as may be determined by the Board. Each subscription for an Interest 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 a subscription agreement, application, certification 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 an Interest. The Board may, in its sole and absolute discretion, suspend the offering of the Interests at any time. The admission of any Person as a Member shall be effective upon the revision of the books and records of the Fund to reflect the name and the contribution to the capital of the Fund of such Member.

2.8 INITIAL CONTRIBUTION

ASGI has made an initial contribution of capital in the amount of $10,000 to the Fund in exchange for an Interest in the Fund, which Interest shall have the same rights as other Interests 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 other Managers, ASGI, as the Initial Managing 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 Interests; Interests 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) Except as otherwise required by the 1940 Act and unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Managers present at a meeting duly called at which a quorum of the Managers shall be present; or (ii) by written consent of a majority of the Managers without a meeting.

(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 ASGI in accordance with Section 2.6(c)) or by Members holding Interests with an aggregate Net Asset Value of 25% or more of the aggregate Net Asset Value of all Interests, and may be held at such time, date and place as the Board (or ASGI, if applicable under Section 2.6(c)) shall determine. The Board (or ASGI 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 Interests 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 ASGI (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 Interests 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. In the event the Fund invests in another registered investment company pursuant to Section 12(d)(1)(F) of the 1940 Act, and such other registered investment company holds a meeting (other than to vote on the termination of such registered investment company’s business, which may be determined by the Board), the Fund shall either seek instructions from its Members with regard to the voting of all proxies with respect to such Security and to vote such proxies only in accordance with such instructions, or to vote the shares held by it in the same proportion as the vote of all other holders of such Security.

(b) Each Member shall be entitled to cast at any meeting of Members a number of votes equivalent to such Member’s percentage ownership in the Fund 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. The Special Member interest in the Special Member Account shall be a non-voting interest.

(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 Interests 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 the 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 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 may 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 ordinarily will bear all expenses incurred in its business and operations. Expenses borne by the Fund include, but are not limited to, the following:

(1) the investment advisory fee paid to and certain out-of-pocket expenses incurred by the Fund’s investment adviser;

(2) all costs and expenses directly related to investment transactions and positions for the Fund’s account, including, but not limited to, advisory fees, performance allocation, brokerage commissions, placement fees, issue and transfer taxes, research fees (unless otherwise agreed) and fees associated with certain computer research tools exclusively utilized by or for the Fund, 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;

(3) all costs and expenses associated with organizational matters, the operation and registration of the Fund, offering costs and the costs of compliance with applicable federal and state laws, including any regulatory filings;

(4) attorneys’ fees and disbursements associated with updating the Fund’s registration statement, the private placement memorandum and other offering related documents (the “Offering Materials”); the costs of printing the Offering Materials; and attorneys’ fees and disbursements associated with the preparation and review thereof;

(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, and any extraordinary expenses;

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

(8) all fees paid to the Independent Managers as compensation for serving in such capacity, including fees and travel-related expenses of the Independent Managers;

(9) the fees payable to custodians and other Persons providing administrative services to the Fund and out-of-pocket expenses they incur on the Fund’s behalf;

(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, filing and distributing reports, tax information and other communications to Members;

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

(13) all taxes, membership dues, interest on borrowings, nonrecurring and extraordinary expenses; 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 ASGI, or any Affiliate of ASGI, 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, files a petition commencing a voluntary case under any bankruptcy law or makes 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 INTERESTS OF MEMBERS

(a) The Interest, or any portion thereof, 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 Interest in the hands of the Transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferor (e.g., certain Transfers to affiliates, gifts, and contributions to family partnerships), (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 all or a portion of the Interest of a Member unless: (i) the Person to whom the Interest is Transferred (or each of the Person’s beneficial owners if such a Person is a “private investment company” as defined in paragraph (d)(3) of Rule

205-3 under the Advisers Act) is a Person whom the Board believes is an “Eligible Investor” as described in the Fund’s Form N-2; and (ii) the entire Interest of the Member is Transferred to a single Transferee or, after the Transfer of less than all the Member’s Interest, 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 an Interest 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 Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such Transferee becomes a substituted Member. If a Member Transfers all or a portion of an Interest with the approval of the Board, the Board shall promptly take all necessary actions so that the Transferee to whom such Interest is Transferred is admitted to the Fund as a Member. Each Member effecting a Transfer and its Transferee agree to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Fund in connection with such Transfer.

(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.

(d) The Special Member may not transfer its interest in the Special Member Account.

4.4 REPURCHASE OF INTERESTS

(a) Except as otherwise provided in this Agreement, no Member or other Person holding an Interest shall have the right to withdraw or tender to the Fund for repurchase of such Interest. 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 Interests pursuant to written tenders. However, the Fund shall not offer to repurchase Interests 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 Interests pursuant to written tenders, the Board shall consider the following factors, among others:

(1) whether any Members have requested to tender Interests 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 Interests;

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

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

The Board shall cause the Fund to repurchase Interests pursuant to written tenders only on terms determined by the Board to be fair to the Fund and to all Members (including Persons holding Interests 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 Interest will be required to maintain a Capital Account balance not less than an 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 Interest. A Member who tenders for repurchase an Interest 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 Interest, which charge will be withheld from the payment of the repurchase price.

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

(1) such Interest has been Transferred in violation of Section 4.3 hereof, or such Interest has 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 Interest 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 Interest 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 an Interest 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 Interest.

(d) Provided that the Board shall have made a determination to repurchase Interests, Interests will be valued for purposes of determining their repurchase price as any date chosen or authorized by the Board, in its discretion, as the valuation date for a repurchase offer (a

“Valuation Date”). Interests to be repurchased pursuant to subsection 4.4(c) shall be tendered by the affected Members, and payment for such Interests shall be made by the Fund, at such times as the Fund shall set forth in its notice to the affected Members. Interests being tendered by Members pursuant to subsection 4.4(a) generally will need to be tendered by Members at least ninety-five (95) days prior to the applicable Valuation Date. The Fund intends to make an initial payment (“Initial Payment”) for repurchased Interests as follows: (A) for Members from whom the Fund accepts for repurchase only a portion of their Interests, the Fund intends to pay 100% of the estimated unaudited net asset value of the Interests repurchased determined as of the Valuation Date relating to such Units; and (B) for Members from whom the Fund accepts for repurchase all of their Interests, the Fund intends to pay 95% of the estimated unaudited net asset value of the Interests repurchased determined as of the Valuation Date relating to such Interests. Payments in connection with tenders generally will be made as of the later of (1) the 45th day after the Valuation Date, or (2) in the sole discretion of the Fund, if the Fund has requested withdrawals of its investment from any Investment Funds in order to fund the repurchase of Interests, within ten Business Days after the Fund has received at least 95% of the aggregate amount so requested to be withdrawn by the Fund from the Investment Funds. 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 of the Interests repurchased, the balance of such estimated net asset value. The Fund will 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. (It is expected that the Fund’s annual audit will be completed within 60 days after the end of each Fiscal Year.) The Board may, however, pay a portion of the repurchase price in Securities having a value, determined as of the applicable Valuation Date, 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 Interest 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 establish and maintain on its books 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 Interest.

(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 Interest 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 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 calendar day of such Fiscal Period prior to giving effect to any repurchases to be made as of the end of such Fiscal Period.

(e) The Fund shall maintain a Special Member Account for the Special Member for purposes of receiving the Performance Allocation pursuant to Section 5.4 hereof. The Special Member Account shall have an initial balance of zero.

5.4	ALLOCATION OF NET PROFIT AND NET LOSS; ALLOCATION OF OFFERING COSTS

(a) As of the last calendar 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 Capital Account balances as of the beginning of such Fiscal Period.

(b) Subject to Section 5.4(c) and (d) below, at the end of each Incentive Period, 10% of the excess, if any, of the Net Profits allocated to a Member’s Capital Account for such Incentive Period pursuant to Section 5.4(a) over the Net Loss debited to such Member’s Capital Account pursuant to Section 5.4(a) for such Incentive Period, shall be reallocated to the Special Member Account (the “Performance Allocation”); provided however, that, the Net Profit upon which the calculation of the Performance Allocation is based shall be reduced to the extent of any unrecovered balance of the Loss Carryforward Amount (defined below) maintained on the books and records of the Fund for such Member. The amount of the unrecovered balance of the Loss Carryforward Amount at the time of calculating the Performance Allocation shall be the amount existing immediately prior to its reduction pursuant to the second clause of the second sentence of Section 5.4(c). The Capital Account of a Member making Capital Contributions to the Fund on more than one occasion will be treated as separate sub-Capital Accounts with respect to each such Capital Contribution, and the Performance Allocation and Loss Carryforward Amount will be determined separately with respect to each such sub-Capital Account. After each Incentive Period, the Fund may combine such sub-Capital Accounts with respect to a Member as appropriate.

(c) There shall be established on the books of the Fund for each Member a memorandum account (the “Loss Carryforward Amount”), the opening balance of which shall be zero. At the end of each taxable year or at such other date during a taxable year as the calculation of a Performance Allocation is required to be made for such Member under this Section 5.4, the balance of each Member’s Loss Carryforward Amount shall be adjusted as follows: first, if the aggregate Net Loss with respect to such Member exceeds the aggregate Net Profit with respect to such Member since the immediately preceding date as of which a calculation of a Performance Allocation was made (or if no calculation has yet been made with respect to such Member, since its admission to the Fund), an amount equal to such excess shall be added to such Member’s Loss Carryforward Amount, and, second, if the aggregate Net Profit with respect to such Member exceeds the Net Loss with respect to such Member since the immediately preceding date as of which a calculation of a Performance Allocation was made, an amount equal to such excess, before any Performance Allocation to the Special Member Account, shall be subtracted from and shall reduce any unrecovered balance of such Member’s Loss Carryforward Amount, but not below zero.

In the event that a Member with an unrecovered balance of Loss Carryforward Amount has a portion of its Interest repurchased, the unrecovered balance of such Member’s Loss Carryforward Amount shall be reduced as of the beginning of the next Fiscal Period by an amount equal to the product obtained by multiplying the balance in such Member’s Loss Carryforward Amount by a fraction, the numerator of which is the value of the Capital Account with respect to the portion of the Member’s Interest that is repurchased as of the last day of the prior Fiscal Period and the denominator of which is the balance in such Member’s Capital Account on the last day of the prior Fiscal Period (prior to the repurchase effected as of the last day of the Fiscal Period). Additional Capital Contributions shall not affect any Member’s Loss Carryforward Amount.

(d) At any time following the date on which a Performance Allocation is made, the Special Member may withdraw up to 100% of the Performance Allocation (computed on the basis of unaudited data) that was credited to the Special Member Account. Within 30 days after the completion of the audit of the books of the Company for the year in which Performance Allocations to the Special Member Account are made, the Fund shall pay to the Special Member any additional amount of Performance Allocation determined to be owed to the Special Member based on the audit, and the Special Member shall pay to the Fund any amount of Performance Allocation previously made determined to be in excess of the amount owed to the Special Member based on the audit.

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 Interest) 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 Interest, 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 Interest, 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 Interest 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 by the Board 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 ASGI 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 ASGI as the liquidator, and ASGI shall liquidate the assets, and wind up the business and affairs of the Fund, except that, if ASGI 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, ASGI 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;

(2) the Special Member shall next be paid any balance in the Special Member Account after giving effect to the Performance Allocation, if any, to be made pursuant to Section 5.4; and

(3) 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 Interest 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 calendar 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 Assets 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 Interest 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 Interest, 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 or the subscription 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 Interest, 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. Notwithstanding the foregoing, no other right shall be available to the Members, including the right to obtain information as provided in Section 18-305 of the Act; and further provided, that, the Board or its designee shall have the right to impose such restrictions with respect to such examination as the Board or its designee, in its discretion, determines are appropriate under the circumstances. Notwithstanding the foregoing, the Board

or its designee shall have the right to keep confidential from Members for such period of time as the Board or its designee deems reasonable, any information that the Board or its designee reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Board or its designee in good faith believes could damage the Fund or its business or that the Fund is required by law or by agreement with a third party to keep confidential including, but not limited to, the names of Members and former Members; the names, or other identifying information, of Investment Funds, Securities and Investment Managers; and the terms of any agreement with any Member.

(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 or its designee, 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) ASGI 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 ASGI 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 ASGI) be designated as the Tax Matters Partner for the Fund pursuant to Section 6231(a)(7) of the Code, it shall, and each Member hereby does, to the fullest extent permitted by law, delegate to a 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 Interests 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 the Interest 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 “ALTERNATIVE STRATEGIES GROUP, INC.,” “ASGI” AND “ASGI AURORA OPPORTUNITIES FUND, LLC”

ASGI hereby grants to the Fund a royalty-free, non-exclusive license to use the name “Alternative Strategies Group, Inc.,” “ASGI” or “ASGI Aurora Opportunities Fund, LLC” (or an abbreviation or derivation thereof) in the name of the Fund. Such license may, at such time as neither ASGI nor an Affiliate of ASGI shall serve as an investment adviser to the Fund, or at such time as neither Aurora Investment Management L.L.C. (“Aurora”) nor an affiliate of Aurora shall serve as a sub-adviser to the Fund, upon fifteen (15) days notice by ASGI, or upon termination of this Agreement, be terminated by ASGI, 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 “Alternative Strategies Group, Inc.,” “ASGI” and “ASGI Aurora Opportunities Fund, LLC” (or an abbreviation or derivation thereof) in the name of the Fund or otherwise. The names “Alternative Strategies Group, Inc.,” “ASGI” or “ASGI Aurora Opportunities Fund, LLC” (or an abbreviation or derivation thereof) may be used or licensed by ASGI in connection with any of its activities or licensed by ASGI to any other party.

8.17 ACKNOWLEDGMENT BY THE PARTIES

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 MANAGING MEMBER:

ALTERNATIVE STRATEGIES GROUP, INC.

By: /s/ Adam Taback

Name: Adam Taback

Title: President

MEMBERS:

Each Person who shall sign a subscription agreement, application or certification and who shall be accepted by the Fund as a Member.


		ALTERNATIVE INVESTMENTS _______________________________________________________ Name of Offeree _______________________________________________________ Copy Number
Subscription Agreement ASGI Aurora Opportunities Fund, LLC Important Information About Opening Your New Account To help fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.
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ASGI Aurora Opportunities Fund, LLC Subscription Agreement Instructions

Investment Procedures		Pages(s)

Read this part in its entirety		3-11

Part I – Account Ownership/Investor Information – (applicable to ALL Subscribers)
Complete	Section A - Registered Holder of Record Information	12
Complete	Section B - Investor Type	12
Complete	Section C - Correspondence Preference	12
Complete	Section C - Interested Party Communications if applicable	13

Part II – Subscription Information – (applicable to ALL Subscribers)
Complete	Effective Date	13
	Subscription Amount
	Wells Fargo Funding Account

Part III – Supplemental Data for Entities – (applicable to ALL entities including ALL Trusts)
Complete	Legal Form of Entity	14
	State in Which Organized
	State of Primary Business
	Year of Organization
	Primary Business (not applicable to Trusts)

Part IV – Accredited Investor and Qualified Client Status – (applicable to All Subscribers)
Complete	Accredited Investor Status by checking the MOST applicable option	14-15
Complete	Qualified Client Status by checking the MOST applicable option	15-16

Part V – Substitute W9 Form
Complete	Name & U.S. Tax Identification Number	17-18

Part VI – Wells Fargo Bank, N.A. Certification and Signatures
Complete	Section D - Capacity in which Wells Fargo Bank, N.A. is Acting.	19
Complete	Section E – Signatures	19

Appendix A – Document Checklist
Supply	The required documentation with the complete Subscription Agreement	20

SUBSCRIPTION DOCUMENTS

ASGI AURORA OPPORTUNITIES FUND, LLC

_____________________________________________________________

INVESTMENT PROCEDURES

Prospective investors in ASGI Aurora Opportunities Fund, LLC (the “Fund”) should read the Private Placement Memorandum for the Fund and the Fund’s Limited Liability Company Agreement as well as this booklet prior to subscribing for limited liability company interests (“Interest”) of the Fund. Interests will be offered only once each month, effective as of the opening of business on the first calendar day of that month (“Subscription Day”).

Subscription Agreement Signature Pages: Please complete the Investor Application Supplement and return it, along with all applicable required documents (see Appendix A), no later than ten (10) Business Days before the proposed Subscription Day to:

Wells Fargo Bank, N.A.

Alternative Strategies Group

333 Market Street, 29th Floor (A0119-291)

San Francisco, CA 94105

“Business Day” means a day on which banks are ordinarily open for normal banking business in New York or such other day or days as the Board of Managers may determine in its sole and absolute discretion. If you are purchasing Interests with any person other than your spouse, each of you must fill out a separate Investor Application Supplement and return both completed supplements to the Fund in the same envelope. If you are purchasing Interests with your spouse, you must both sign the Investor Application Supplement. If the Subscriber is an entity, the Investor Application Supplement may be completed by a duly authorized officer or agent on behalf of a Subscriber. Any person signing the Investor Application Supplement in a representative capacity should type or print the name of the Subscriber, the name of the person signing the Investor Application Supplement and the capacity in which he or she is signing.

Evidence of Authorization: Subscribers that are corporations must submit certified corporate resolutions authorizing the subscription and identifying the corporate officer(s) empowered to sign the subscription documents. Partnerships must submit a copy of the certified partnership certificate (in the case of limited partnerships) or partnership agreement identifying general partners. Trusts must submit a copy of the trust agreement or relevant portions thereof showing appointment and authority of trustee(s).

The subscription amount must be received on or before the close of business (EST) three (3) Business Days before the proposed Subscription Day.

Upon approval of the investor’s subscription, a contract note affirming the investment will be delivered to the investor, their nominee and/or name interested parties. If the subscription is not accepted, payment will be returned to the prospective investor without interest, and the prospective investor will be notified.

For additional information, please contact Alternative Strategies Group, Inc. at (866) 440-7460.

Re: ASGI Aurora Opportunities Fund, LLC - Issuance of Interests

Dear Sir or Madam:

The undersigned (the “Investor”) wishes to become an interest holder (a “Member”) of ASGI Aurora Opportunities Fund, LLC (the “Fund”), a Delaware limited liability company, which is registered as a non-diversified, closed-end, management investment company under the Investment Company Act of 1940, as amended (the “Company Act”).

The Fund will offer and sell to investors limited liability company interests (“Interests”), which Interests are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), but rather are being made available privately by the Fund pursuant to the private placement exemption from registration provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D (“Regulation D”) promulgated there under by the Securities and Exchange Commission (the “SEC”) on the basis of the Private Placement Memorandum of the Fund, as it may be updated, supplemented or modified from time to time (the “Memorandum”). The Investor wishes to purchase Interests in the Fund upon the terms and conditions set forth herein, in the Memorandum and in the Fund’s Limited Liability Company Agreement, as amended from time to time (the “LLC Agreement”). Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the LLC Agreement, or if not defined therein, in the Memorandum. The Investor acknowledges that this subscription agreement, including all exhibits and attachments (the “Subscription Agreement”), does not constitute an offer by the Fund to sell Interests to the Investor, but is merely a request for information.

THE INTERESTS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE.

THESE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND GENERALLY MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM, AND AS PERMITTED IN THE FUND’S LLC AGREEMENT. FURTHERMORE, THE INTERESTS ARE NOT TRANSFERABLE WITHOUT THE CONSENT OF THE FUND, WHICH CONSENT MAY BE GRANTED OR DENIED IN ITS DISCRETION. THERE WILL BE NO PUBLIC MARKET FOR THE INTERESTS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

AN INVESTMENT IN THE INTERESTS IS SUBJECT TO SUBSTANTIAL RISKS. NO PERSON SHOULD INVEST IN THE INTERESTS WHO CANNOT AFFORD THE LOSS OF HIS ENTIRE INVESTMENT. SEE “RISK FACTORS” IN THE ACCOMPANYING MEMORANDUM.

Accordingly, the Investor agrees as follows:

I. SUBSCRIPTION FOR INTERESTS

(A)

The Investor agrees to become a Member of the Fund and, in connection therewith, subscribes for and agrees to purchase Interests in and to make a capital contribution (a “Capital Contribution”) to the Fund. Payment for Interests must be received by wire three (3) Business Days prior to the closing date established by the Fund for the subscription (the “Closing Date”). Any interest earned on the Investor’s payment (the “Payment”) will be for the benefit of the Fund rather than be paid to the Investor, whether the subscription for the Interests is accepted or rejected. The minimum initial investment in the Fund is $50,000. The minimum additional investment is

$10,000. The minimum initial and minimum additional investment requirements may be reduced or increased by the Board of Managers of the Fund (the “Board”).

(B)

The Investor understands and agrees that the Fund reserves the right to reject a subscription for Interests for any reason or no reason, in whole or in part, and at any time prior to its acceptance. If the subscription is rejected, the Payment will be returned promptly to the Investor without deduction and this Subscription Agreement shall have no force or effect. Upon acceptance of this subscription by the Fund, the Investor shall become a Member of the Fund.

II. REPRESENTATIONS AND COVENANTS OF THE INVESTOR

(A)

The Investor will not sell or otherwise transfer the Interests without registration under the Securities Act, or an exemption therefrom. The Investor understands and agrees that it must bear the economic risk of its investment in Interests for an indefinite period of time (subject to limited rights of repurchase and transfer provided in the LLC Agreement) because, among other reasons, the Interests have not been registered under the Securities Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless it is so registered or an exemption from registration is available. The Investor understands that the Fund is under no obligation to register the Interests on its behalf or to assist it in complying with any exemption from registration under the Securities Act. With limited exceptions, the Interests can only be transferred with the prior authorization of the Board, which may be withheld in the Boards’ sole and absolute discretion. The Investor understands and acknowledges that the Board in its sole and absolute discretion may cause a mandatory repurchase of all or any portion of the Investor’s Interest(s) in accordance with the LLC Agreement. The Investor also understands that sales or transfers of Interests are further restricted by the LLC Agreement and state securities laws.

(B)

The Investor has received, carefully read and understands the LLC Agreement and the Memorandum outlining, among other things, the organization and investment objectives and policies of, and the risks and expenses of an investment in, the Fund. The Investor acknowledges that it has made an independent decision to invest in the Interests and that, in making its decision to subscribe for Interests, the Investor has relied solely upon the Memorandum, the LLC Agreement and independent investigations made by the Investor. The Investor is not relying on the Fund or the Board, Alternative Strategies Group, Inc. (the “Adviser”), Aurora Investment Management L.L.C. (the “Subadviser”), the Administrator or any other person or entity with respect to the legal, tax and other economic considerations involved in this investment other than the Investor’s own advisors. The Investor’s investment in Interests is consistent with the investment purposes, objectives and cash flow requirements of the Investor and will not adversely affect the Investor’s overall need for diversification and liquidity.

The Investor acknowledges that it is not subscribing pursuant hereto for Interests as a result of or pursuant to: (i) any advertisement, article, notice or other communications published in any newspaper, magazine or similar media (including any internet site whose information about the Fund is not password protected) or broadcast over television or radio; or (ii) any seminar or meeting whose attendees, including the Investor, had been invited as a result of, or pursuant to, any of the foregoing.

The Investor has been provided an opportunity to obtain any additional information concerning the offering, the Fund and all other information to the extent the Fund or the Adviser possesses such information or can acquire it without unreasonable effort or expense, and has been given the opportunity to ask questions of, and receive answers from, the Fund or the Adviser concerning the terms and conditions of the offering and other matters pertaining to this investment.

(C)

The Investor has not reproduced, duplicated or delivered the Memorandum, the LLC Agreement or this Subscription Agreement to any other person, except professional advisors to the Investor or as instructed by the Fund or the Adviser. Notwithstanding the foregoing, the Investor and each employee, representative or other agent of the Investor may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of (i) the Fund and (ii) any of its transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to the Investor relating to such tax treatment and tax structure.

(D)	The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the Investor’s investment in the Interests and is able to bear such risks. The

Investor has evaluated the risks of investing in the Interests, understands there are substantial risks of loss incidental to the purchase of Interests and has determined that Interests are a suitable investment for the Investor.

(E)

The Investor is aware of the limited provisions for repurchase and transfer of Interests, and has read the section of the Memorandum entitled “Repurchases and Transfers of Interests.” The Investor has no need for liquidity in this investment, can afford a complete loss of the investment in the Interests and can afford to hold the investment for an extended period of time. The Investor acknowledges that distributions, including, without limitation, the proceeds of repurchases, may be paid in cash or in-kind.

(F)	The Investor is acquiring Interests for its own account, for investment purposes only and not with a view toward distributing or reselling Interests in whole or in part.

(G)

The Investor understands that by investing in the Fund, the Investor is indirectly investing in investment funds, and that the Investor’s Interests will indirectly bear a pro rata portion of the asset-based fees, performance-based allocations and other expenses borne indirectly by the Fund as an investor in such investment funds.

(H)	The Investor understands that:

(1)

No federal or state agency has passed upon the Interests or made any findings or determination as to the fairness of this investment; and

(2)

The representations, warranties, agreements, undertakings and acknowledgments made by the Investor in this Subscription Agreement will be relied upon by the Fund and the Adviser in determining the Investor’s suitability as a purchaser of Interests and the Fund’s compliance with federal and state securities laws, and shall survive the Investor’s admission as a Member.

(I)

The Investor has all requisite power, authority and capacity to acquire and hold the Interests and to execute, deliver and comply with the terms of each of the instruments required to be executed and delivered by the Investor in connection with the Investor’s subscription for the Interests, including this Subscription Agreement, and such execution, delivery and compliance does not conflict with, or constitute a default under, any instruments governing the Investor, or violate any law, regulation or order, or any agreement to which the Investor is a party or by which the Investor may be bound. If the Investor is an entity, the person executing and delivering each of such instruments on behalf of the Investor has all requisite power, authority and capacity to execute and deliver such instruments, and, upon request by the Fund or the Adviser, will furnish to the Fund a true and correct copy of any instruments governing the Investor, including all amendments thereto.

(J)

All information that the Investor has provided to the Fund or the Adviser concerning the Investor, the Investor’s status, financial position and knowledge and experience of financial, tax and business matters, or, in the case of an Investor that is an entity, the knowledge and experience of financial, tax and business matters of the person making the investment decision on behalf of such entity, is correct and complete as of the date set forth herein.

(K)

The Investor understands that the value of a Member’s Interests and repurchases from the Fund under the LLC Agreement, and the performance of the Fund, may be based on unaudited and in some cases, estimated, valuations of the Fund’s investments and that valuations provided in an Investor’s account statement may be an unaudited, estimated value.

(L)

If the Investor is a Benefit Plan Investor (as defined below) or an employee benefit plan or account of any kind, regardless of whether the plan is subject to U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)(such Benefit Plan Investor, plan, or account are referred to collectively as a “Plan”), the person executing this Subscription Agreement on behalf of the Plan (the “Fiduciary”) represents and warrants to the Fund that:

(1) The Fiduciary is a fiduciary of the Plan who is authorized to invest Plan assets or acting at the direction of a Plan fiduciary authorized to invest the Plan’s assets. The Fiduciary (A) has determined that an investment in the Interests is consistent with the Fiduciary’s responsibilities to the Plan under ERISA or other applicable law, and (B) is qualified to make such investment decision.

(2) The execution and delivery of this Subscription Agreement, and the investment contemplated hereby: (A) has been duly authorized by all appropriate and necessary parties pursuant to the provisions of the instrument or instruments governing the Plan and any related trust; and (B) will not violate, and is not otherwise inconsistent with, the terms of such instrument or instruments.

	(3)		The Fiduciary acknowledges that the assets of the Fund will be invested in accordance with the
	investment policies and objectives described in the Memorandum. The Fiduciary has determined that an investment in the Interests meets all requirements of all laws and regulations applicable to the Plan. The Fiduciary has determined that an investment in the Interests is prudent and in the interests of the Plan, considering, among other things: (A) the role that an investment in the Interests would play in the Plan’s portfolio, taking into consideration whether the investment is designed reasonably to further the Plan’s purposes, the risk and return factors associated with the investment, the composition of the Plan’s total investment portfolio with regard to diversification, the liquidity and current return of the Plan’s portfolio relative to its anticipated cash flow needs, and the projected return of the Plan’s portfolio relative to its objectives, (B) the fact that the Members may consist of a diverse group of investors (possibly including taxable and tax-exempt entities) and that the Adviser necessarily will not take the investment objectives of any particular Member that are not consistent with those of the Fund into account in managing Fund investments, (C) limitations on the Plan’s right to redeem or transfer Interests, and (D) the tax effects of an investment in the Interests.

	(4)		The Plan’s purchase and holding of Interests will not constitute a transaction prohibited under ERISA,
	Section 4975 of the Code, or other applicable law, for which no exemption applies. Neither the Adviser, the Subadviser nor any of their respective affiliates, agents, or employees: (A) exercises any authority or control with respect to the management or disposition of assets of the Plan used to purchase the Interests, (B) renders investment advice for a fee (pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions and that such advice will be based on the particular investment needs of the Plan), with respect to such assets of the Plan, or has the authority to do so, or (C) is an employer maintaining or contributing to, or any of whose employees are covered by, the Plan.

	(5)		The Fiduciary understands the fee arrangements described in the Memorandum, including any
	management or performance- or incentive-based compensation or allocation arrangements, and has obtained information (and has had the opportunity to request additional information) regarding such arrangements and the risks associated with them, as necessary to enable the Fiduciary to conclude that such fee arrangements are reasonable and consistent with the interests of the Plan.

	(6)		Unless otherwise indicated in writing, the Plan is not a participant-directed defined contribution plan and
	the participants of the Plan do not have the power or authority to direct the investment in the Interests.

(M)	The Investor acknowledges, or, if the Investor is acting as agent, representative or nominee for a subscriber (a “Beneficial Owner”), the Investor has advised the Beneficial Owner, that the Investor or Beneficial Owner, as the case may be, may be charged a placement fee by a Placement Agent (as defined in the Memorandum) or a sub-placement agent that may be an affiliate of the Adviser or Subadviser. The Investor further acknowledges the Adviser may also pay a percentage of the management fee payable to the Adviser that is earned and attributable to such Investor’s Interests to a Placement Agent.

(N)	The Investor represents and warrants that:

	(1)	(a)	Except as disclosed herein, the Investor is the beneficial owner of all assets in the Fund and the
		Investor does not own or hold such assets as agent, custodian, nominee, trustee or in any similar capacity for or on behalf of any other person; or

		(b)	the Investor is the representative for an omnibus position and represents that the Investor: (A)
		maintains anti-money laundering policies and procedures that comply with applicable law in jurisdictions in which Interests are distributed; (B) takes reasonable steps to determine (i) the true identity of its customers, (ii) the source of its customers’ funds, and (iii) that its customers are not involved in money laundering activities; (C) complies with any other “know your customer” or customer identification requirements under applicable law; and (D) monitors its customers’ transactions in order to detect attempted or actual money laundering involving Interests. Upon the Administrator’s reasonable request, the Investor agrees to promptly provide the Administrator with documentation relating to its anti-money laundering policies and procedures.

	(2)	all evidence of identity provided to the Fund and/or the Administrator is genuine and all related information
	furnished is accurate; and

(3) that the Investor will provide any information deemed necessary by the Fund, the Adviser or the Administrator in their sole discretion to comply with the Fund’s and/or the Administrator’s anti-money laundering program and related responsibilities from time to time.

(O)

The Investor understands and agrees that the Fund prohibits the investment of funds by any persons or entities that are acting, directly or indirectly, (1) in contravention of any applicable laws and regulations, including the Bank Secrecy Act and any other anti-money laundering regulations or conventions, (2) on behalf of terrorists, terrorist organizations and any other persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department's Office of Foreign Assets Control1 (“OFAC”), as such list may be amended from time to time, (3) 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 figure2, unless the Fund, after being specifically notified by the Investor in writing that it is such a person, conducts further due diligence, and determines that such investment shall be permitted, or (4) for a foreign shell bank3 (such persons or entities in (1) – (4) are collectively referred to as “Prohibited Persons”).

(P)

The Investor represents, warrants and covenants that: (1) it is not, nor is any person or entity controlling, controlled by or under common control with the Investor, a Prohibited Person, and (2) to the extent the Investor has any Beneficial Owners,4 (a) the Investor has all requisite power and authority from the Beneficial Owners to execute and perform the obligations under this Subscription Agreement, (b) the representations, warranties and covenants made in this Subscription Agreement are made by the Investor on behalf of itself and the Beneficial Owners, (c) the Investor has carried out thorough due diligence in accordance with applicable laws and regulations, including the Bank Secrecy Act and any other anti-money laundering regulations or conventions, to establish the identities of such Beneficial Owners, (d) no such Beneficial Owners are Prohibited Persons, (e) it holds the evidence of the identity of each Beneficial Owner and will maintain all such evidence for at least five years from the date as of which the Fund repurchased all of Investor’s remaining Interests in the Fund, and (f) it will make available such information and any additional information requested by the Fund or the Administrator from time to time.

(Q)

If any of the representations, warranties or covenants in paragraphs (N), (O) and (P) of this Section II ceases to be true or if the Fund no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, the Fund or the Administrator may, in accordance with applicable regulations, freeze the Investor’s investment, either by prohibiting additional investments, declining or suspending any repurchase requests and/or segregating the assets constituting the investment, or the Investor’s investment may immediately be redeemed by the Fund, and the Fund or the Administrator may also be required to report such action and to disclose the Investor’s identity to OFAC or other authority.

__________________________

1 The OFAC list may be accessed on the Internet at http://www.treas.gov/ofac.

2 Senior foreign political figure means a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a senior foreign political figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. The immediate family of a senior foreign political figure typically includes the political figure’s parents, siblings, spouse, children and in-laws. A close associate of a senior foreign political figure is a person who is widely and publicly known internationally to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.

3 Foreign shell bank means a foreign bank without a physical presence in any country, but does not include a regulated affiliate. A post office box or electronic address would not be considered a physical presence. A regulated affiliate means a foreign shell bank that: (1) is an affiliate of a depository institution, credit union, or foreign bank that maintains a physical presence in the United States or a foreign country, as applicable; and (2) is subject to supervision by a banking authority in the country regulating such affiliated depository institution, credit union, or foreign bank.

4 Beneficial owners will include, but not be limited to: (i) shareholders of a corporation; (ii) partners of a partnership; (iii) members of a limited liability company; (iv) investors in a fund-of-funds; (v) the grantor of a revocable or grantor trust; (vi) the beneficiaries of an irrevocable trust; (vii) the sponsor of a pension plan exempt from taxation; and (viii) any person being represented by the Investor in an agent, representative, intermediary, nominee or similar capacity. If the beneficial owner is itself an entity, the information and representations set forth herein must also be given with respect to its individual beneficial owners.

(R)

The Investor understands and agrees that any repurchase proceeds paid to it will be paid to the same account from which the Investor’s investment in the Fund was originally remitted, unless the Fund, in its sole discretion, agrees otherwise. The Investor recognizes that the Administrator, in accordance with the Administrator’s anti-money laundering (“AML”) procedures, reserves the right to prohibit the movement of any monies if all due diligence requirements have not been met, or, if for any reason, the Administrator feels that the origin of the funds or the parties involved is suspicious. In the event that the movement of monies is withheld in accordance with the Administrator’s AML procedures, the Administrator’s personnel will strictly adhere to all applicable laws, and will notify the Fund as soon as professional discretion allows or as otherwise permitted by law.

(S)

The Investor agrees that this Subscription Agreement, the Memorandum and all financial statements, tax reports, portfolio valuations, reviews or analyses of potential or actual investments, reports or other materials prepared or produced by the Fund and/or the Adviser and all other documents and information concerning the affairs of the Fund, and its investments (collectively, the “Confidential Information”), that the Investor may receive pursuant to or in accordance with this Subscription Agreement, or otherwise as a result of its ownership of Interests, constitute proprietary and confidential information about the Fund, and/or the Adviser (the “Affected Parties”). The Investor acknowledges that the Affected Parties derive independent economic value from the Confidential Information not being generally known and that the Confidential Information is the subject of reasonable efforts to maintain its secrecy. The Investor further acknowledges that the Confidential Information is a trade secret, the disclosure of which is likely to cause substantial and irreparable competitive harm to the Affected Parties and their respective businesses. The Investor shall not reproduce any of the Confidential Information or portion thereof or make the contents thereof available to any third party other than a disclosure on a need-to-know basis to the Investor’s legal, accounting or investment advisers, auditors and representatives (collectively, “Representatives”) without the prior consent of the Fund and/or the Adviser, except to the extent compelled to do so in accordance with applicable law (in which case the Investor shall promptly notify the Adviser and the Fund of the Investor’s obligation to disclose any Confidential Information) or with respect to Confidential Information that otherwise becomes publicly available other than through breach of this provision by the Investor. The Investor agrees to notify the Investor’s Representatives about their obligations in connection with Confidential Information and will further cause such Representatives to abide by the aforesaid provisions relating to Confidential Information. The Investor understands and agrees that, although the Fund will use its reasonable efforts to keep the information provided in the answers to this Subscription Agreement strictly confidential, the Fund may present this Subscription Agreement and the information provided in answers to it to such parties as it deems advisable if called upon to establish the availability under any applicable law of an exemption from registration of the Interests, the compliance with applicable law and any relevant exemptions thereto by the Fund or its Board, the Adviser, the Administrator or their affiliates or if the contents thereof are relevant to any issue in any action, suit or proceeding to which the Fund or its Board, the Adviser, the Administrator or their affiliates are a party or by which they are or may be bound. The Fund may also release information about the Investor if directed to do so by the Investor, if compelled to do so by law or in connection with any government or self-regulatory organization request or investigation.

III. GENERAL

(A)

The Investor agrees to indemnify and hold harmless the Fund and its Board, the Adviser, the Subadviser, the Administrator and each of their affiliates, and each other person, if any, who controls, is controlled by or is under common control with any of the foregoing within the meaning of Section 15 of the Securities Act, against any and all loss, liability, claim, damage and expense whatsoever (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) arising out of or based upon (i) any false representation or warranty made by the Investor, or breach or failure by the Investor to comply with any covenant or agreement made by the Investor, in this Subscription Agreement or in any other document furnished by the Investor to any of the foregoing in connection with this transaction or (ii) any action for securities law violations instituted by the Investor which is finally resolved by judgment against the Investor. The Investor also agrees to indemnify the Fund and its Board, the Adviser, the Subadviser, the Administrator and their affiliates and agents for any and all costs, fees and expenses (including legal fees and disbursements) in connection with any damages resulting from the Investor’s assertion of lack of proper authorization from the Beneficial Owner to enter into this Subscription Agreement or perform the obligations hereof.

(B)	If any provision of this Subscription Agreement is invalid or unenforceable under any applicable law, then such

provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such applicable law. Any provision hereof which may be held invalid or unenforceable under any applicable law shall not affect the validity or enforceability of any other provisions hereof, and to this extent the provisions hereof shall be severable.

IV. TRUSTEE, AGENT, REPRESENTATIVE OR NOMINEE

If the Investor is acting as trustee, agent, representative or nominee for a Beneficial Owner, the Investor understands and acknowledges that the representations, warranties and agreements made herein are made by the Investor (A) with respect to the Investor and (B) with respect to the Beneficial Owner. The Investor further represents and warrants that it has all requisite power and authority from said Beneficial Owner to execute and perform the obligations under this Subscription Agreement. The Investor also agrees to indemnify the Fund and its Board, the Adviser, the Subadviser, the Administrator and each of their affiliates and each of their officers and agents for any and all costs, fees and expenses (including legal fees and disbursements) in connection with any damages resulting from the Investor’s misrepresentation or misstatement contained herein, or the assertion of the Investor’s lack of proper authorization from the Beneficial Owner to enter into this Subscription Agreement or perform the obligations hereof.

V.	ADDITIONAL INFORMATION AND SUBSEQUENT CHANGES IN THE FOREGOING REPRESENTATIONS

(A)

The Fund or the Adviser may request from the Investor such additional information as it may deem necessary to evaluate the eligibility of the Investor to acquire Interests, and may request from time to time such information as it may deem necessary to determine the eligibility of the Investor to hold Interests or to enable the Fund or the Adviser to determine the Fund’s or the Adviser’s compliance with applicable regulatory requirements or the Fund’s tax status, and the Investor agrees to provide such information as may reasonably be requested.

(B)	The Investor agrees to notify the Adviser promptly if there is any change with respect to any of the information or representations made herein and to provide the Adviser with such further information as the Adviser may reasonably require.

(C)

This Subscription Agreement may be executed through the appropriate Investor Application Supplement by the use of separate signature pages or in any number of counterparts, which together with the Memorandum constitute the entire agreement between the parties hereto. The counterparts shall, for all purposes, constitute one agreement binding on all the parties, notwithstanding that all parties do not execute the same counterpart.

(D)

To the extent that state law is not preempted by the provisions of any law of the United States of America, the laws of the state of Delaware (without regard to its conflicts of law principles) govern all matters arising out of or relating to this Subscription Agreement and all transactions contemplated in connection with this Subscription Agreement, including, without limitation, its interpretation, construction, performance, and enforcement. Any disputes under this Subscription Agreement must be brought in the state courts or the Federal courts located in North Carolina and the parties hereby consent to the exclusive jurisdiction and venue of these courts.

(E)	This Subscription Agreement is not intended to confer upon any person, other than the parties hereto, any rights or remedies.

(F)

No failure by any party hereto to insist upon the strict performance of any covenant, duty, agreement or condition of this Subscription Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition hereof.

(G)	Except as otherwise provided herein, this Subscription Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their legal representatives, heirs, successors and permitted assigns.

(H)

The Investor understands that any checks sent to the Investor’s registered address or address for notices, or any wire transfers of any repurchase or distribution proceeds sent to the account indicated in the Investor Application Supplement, will constitute payment to the Investor and relieve the Fund of any further obligation to the Investor with respect to the amounts so paid and, if applicable, the Interests thereby repurchased, and the Investor, for itself and any of its estate, heirs, assigns or successors of any kind, release the Fund from any further obligation with respect thereto. The Investor also understands that the Fund may impose such procedures as it deems

appropriate before it will accept any change in the Investor’s registered address or the Investor’s address for notices.

(I)	The titles set forth in this Subscription Agreement are for convenience only and shall not be considered part of this Subscription Agreement in any respect, nor shall they in any way affect the substance of any provisions contained in this Subscription Agreement.

ASGI Aurora Opportunities Fund, LLC

Investor Application Supplement

note: this document forms part of the subscription agreement and must be read in

conjunction with the subscription agreement

Part I -Account Ownership/Investor Information

Section A - Registered Holder of Record Information

Registration Name:	_______________________________________________	Account Number: ________________________

(Print or type exact legal name in which the Units will be registered)

Registered Subscribers Legal Address (No P.O. Boxes)

Attention: ___________________________________________________________________________________________________________
Address Line 1: ___________________________________________________________________________________________________________
Address Line 2: ___________________________________________________________________________________________________________
City: ______________________	State: _____________________	Postal Code: _____________________________
Phone: ____________________	Fax: ______________________	Email: __________________________________

Section B - Investor Type

[ ] Individual Account	[ ] Joint Account	[ ] Individual Retirement Account

[ ] Revocable Trust	[ ] Irrevocable Trust	[ ] Corporation

[ ] Limited Liability Company	[ ] Limited Partnership or Limited Liability Partnership	[ ] Employee Benefit Plan or Keogh Plan
[ ] Other: ______________________________________________

Section C - Correspondence Preference

Unless otherwise indicated, all tax information will be sent to the Registered Holder. If tax information should be sent to a party other than the Registered Holder, please list their contact information in the Address for Tax Communications section below.

[ ] E-Mail. By selecting this option, you agree to the following: Subscriber understands and agrees Bank of New York Alternative Investment Services (the “Administrator”) may provide by electronic e-mail (to the e-mail addresses provided herein), certain disclosures, notices and statements regarding the Subscriber's account.

The Subscriber understands and agrees an authorized party to the account will notify the Alternative Strategies Group in the event an e-mail address changes. If an authorized party to the account fails to update or change an incorrect e-mail address, the Subscriber

understands and agrees that communications shall nevertheless be deemed to have been delivered if sent to the e-mail address in the Administrator’s records.

Address for Tax Communications (if applicable)

Attention: ___________________________________________________________________________________________________________
Address Line 1: ___________________________________________________________________________________________________________
Address Line 2: ___________________________________________________________________________________________________________
City: ______________________	State: _____________________	Postal Code: _____________________________
Phone: ____________________	Fax: ______________________	Email: __________________________________

Interested Party Communications

(Please complete this section if you would like additional people to receive information, as indicated below.)

Attention: ___________________________________________________________________________________________________________
Address Line 1: ___________________________________________________________________________________________________________
Address Line 2: ___________________________________________________________________________________________________________
City: ______________________	State: _____________________	Postal Code: _____________________________
Phone: ____________________	Fax: ______________________	Email: __________________________________
		Information to Receive (please select all that apply) [ ] Financial Statements [ ] Fund Notices
Attention: ___________________________________________________________________________________________________________
Address Line 1: ___________________________________________________________________________________________________________
Address Line 2: ___________________________________________________________________________________________________________
City: ______________________	State: _____________________	Postal Code: _____________________________
Phone: ____________________	Fax: ______________________	Email: __________________________________
		Information to Receive (please select all that apply) [ ] Financial Statements [ ] Fund Notices

Part II – Subscription Information

Effective Date:	__________________________________________________
Subscription Amount:	__________________________________________________
Wells Fargo Funding Account:	__________________________________________________

Part III – Supplemental Data for Entities

Legal form of entity:	__________________________________________________
State in which organized:	__________________________________________________
State of primary business:	__________________________________________________
Year of organization:	__________________________________________________
Primary Business:	__________________________________________________

Was the Subscriber organized for the specific or primary purpose of acquiring the Interests?

[ ] Yes [ ] No

Part IV– Accredited Investor and Qualified Client Status

The Investor certifies that the Investor is an “accredited investor” as defined in Regulation D promulgated under the U.S. Securities Act of 1933, as amended (“Securities Act”) because:

(Please check as appropriate)

_______	The Investor is a bank, as defined in Section 2(13) of the Securities Act, acting in its individual or fiduciary capacity;

_______	The Investor is a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, acting in its individual or fiduciary capacity;

_______	The Investor is a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;

_______	The Investor is an insurance company as defined in Section 2(a)(13) of the Securities Act;

_______	The Investor is an investment company registered under the Investment Company Act of 1940, as amended (“Company Act”), or a business development company as defined in Section 2(a)(48) of the Company Act;

_______	The Investor is a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended;

_______	The Investor is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and who has a reasonable expectation of reaching the same income level in the current year;

_______	The Investor is a natural person who has a net worth or joint net worth with that person’s spouse at the time of purchase of Interests that exceeds $1,000,000 (“net worth” for this purpose means total assets (exclusive of the value of the Investor’s primary residence) in excess of total liabilities (note that if the amount of the mortgage(s) on your primary residence exceed the value of your primary residence, then such excess amount must be counted in your total liabilities) );

_______	The Investor is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended;

_______	The Investor is a trust (i) with total assets in excess of $5,000,000, (ii) that was not formed for the purpose of acquiring Interests and (iii) of which the person responsible for directing the investment of assets in the Fund has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment;

_______	The Investor is a Trustee or executive officer of the Fund;

_______	The Investor is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

_______	The Investor is an employee benefit plan within the meaning of ERISA, if (i) the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company or registered investment adviser, (ii) the employee benefit plan has total assets in excess of $5,000,000, or (iii) if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

_______	The Investor is an organization described in section 501(c)(3) of the Code, corporation, Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring Interests, with total assets in excess of $5,000,000; or

	The Investor is an entity in which all of the equity owners meet the qualifications set forth above.

The Investor certifies that the Investor is an “quailed client” as set forth in Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) because:

(Please check as appropriate)

1. For Individuals:

	A.	______	I certify that I am a Qualified Client because I have an individual net worth, including assets held jointly with my spouse, in excess of $1,500,000. As used in the foregoing sentence, “net worth” means the excess of total assets at fair market value over total liabilities; or

	B.	______	I certify that I am a Qualified Client because I have at least $750,000 under the management of the Adviser; or

	C.	______	I certify that I am a “qualified purchaser” as defined in Section 2(a)(51)(A) of the Investment Company Act.

2. For Entities Which Are Not Investment Funds5, Please Check the Applicable Certification:

	A.	______	I certify that I am the representative of the Investor, that I qualify as an independent agent6 (i.e., I personally am not connected with the Fund or the Adviser or any of their Affiliates in any way other than as a representative of a Investor in the Fund) and that the Investor is a Qualified Client because:

____________________________

5	“Investment Funds” are generally pooled investment vehicles and may include non-US corporations, investment partnerships, limited liability companies, managed funds, join ventures or separately managed accounts specializing in diversified strategies to produce long-term risk adjusted performance.

“Independent agent” means any person agreeing to act as Investor’s agent in connection with this investment other than: (i) the Adviser, an “affiliated person” of the Adviser, an affiliated person of an affiliated person of the Adviser, or an “interested person” of the Adviser; (ii) a person who receives, directly or indirectly, any compensation in connection with this investment from the Adviser, an affiliated person of the Adviser, an affiliated person of an affiliated person of the Adviser or an interested person of the Adviser; or (iii) a person with any material relationship between himself (or an affiliated person of such person) and the Adviser (or an affiliated person of the Adviser) that exists, or has existed at any time during the previous two years.

	B.	______	I certify that the Investor is not (i) a non-publicly offered investment fund with fewer than 100 beneficial owners, (ii) an investment company registered under the Investment Company Act or (iii) a private business development company as defined in Section 202(a) of the Advisers Act; and

	C.	______	I certify that the Investor either (i) has a net worth in excess of $1,500,000, (ii) has at least $750,000 under the management of the Adviser or (iii) is a “qualified purchaser” as defined in Section 2(a)(51)(A) of the Investment Company Act. As used in the foregoing sentence, “net worth” means the excess of total assets at fair market value over total liabilities.

3. For Investment Funds, Please Check the Applicable Certification:

	A.	______	I certify that I am the representative of the Investor, that I qualify as an independent agent (as defined above) and that the Investor is a Qualified Client because each and every equity owner of the Investor is a Qualified Client as defined in item 1 above and items b-d, below:

	B.	______	I certify that I am a Qualified Client because I have an individual net worth, including assets held jointly with my spouse, in excess of $1,500,000. As used in the foregoing sentence, “net worth” means the excess of total assets at fair market value over total liabilities; or

	C.	______	I certify that I am a Qualified Client because I have at least $750,000 under the management of the Adviser; or

	D.	______	I certify that I am a “qualified purchaser” as defined in Section 2(a)(51)(A) of the Investment Company Act.

“Affiliated person” of another person means (i) any person directly or indirectly owning, controlling, or holding with power to vote, 5 per centum or more of the outstanding voting securities of such other person; (ii) any person 5 per centum or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such other person; (iii) any person directly or indirectly controlling, controlled by, or under common control with, such other person; (iv) any officer, director, partner, co-partner, or employee of such other person; (v) if such other person is an investment company, any investment adviser thereof or any member of an advisory board thereof; and (vi) if such other person is an unincorporated investment company not having a board of directors, the depositor hereof.

“Interested person” means: (i) any member of the immediate family of any natural person who is an affiliated person of the Adviser; (ii) any person who knowingly has any direct or indirect beneficial interest in, or who is designated as trustee, executor, or guardian of any legal interest in, any security issued by the Adviser or by a controlling person of the Adviser if the beneficial or legal interest of the person in any security issued by the Adviser or by a controlling person of the Adviser (A) exceeds one tenth of one percent of any class of outstanding securities of the Adviser or a controlling person of the Adviser; or (B) exceeds 5% of the total assets of the person (seeking to act as the client’s independent agent); or (iii) any person or partner or employee or any person who at any time since the beginning of the last two years has acted as legal counsel for the Adviser.

Part V – Substitute Form W-9

Under Federal income tax law, a holder of interests (“Interests”) is required to provide the Fund (as payer) with such holder's correct taxpayer identification number (“TIN”) on Substitute Form W-9 below. Unless otherwise indicated, all tax information will be sent to the Members. If the Fund is not provided with the correct TIN, payments that are made to such holder of Interests or other payee may be subject to 28% backup withholding. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld, provided that the required information is given to the Internal Revenue Service. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

Certain holders of Interests (including, among others, certain foreign persons) are not subject to these backup withholding and reporting requirements. In order for a foreign person to qualify as an exempt recipient and also to qualify for an exemption from the 30% U.S. withholding tax on such Investor's distributive share of interest income on “portfolio interest” obligations held by the Fund, the foreign holder of Interests must submit an IRS Form W-8 BEN, signed under penalties of perjury, attesting to that person's exempt status. Form W-8 BEN can be obtained from the Fund. Also, for a foreign Subscriber to qualify for reduced U.S. withholding tax on such Subscriber's distributive share of dividend income of the Fund under an income tax treaty, if applicable, the foreign Subscriber must submit an I.R.S. Form W-8 BEN certifying as to the Subscriber's eligibility for such treaty reduction. In the case of a foreign partnership claiming treaty benefits, Form W-8 IMY must be provided. Forms W-8 BEN and W-8 IMY may be obtained from the Fund. Foreign Subscribers will be required to obtain a TIN to qualify for reduced rates of withholding on securities that are not publicly traded.

If the submitting holder of Interests has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, the holder may check the box in Part III of the Substitute Form W-9 and complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding completion of these items, the Fund will withhold 28% on all payments made prior to the time a properly certified TIN is provided to the Fund, but will refund such amounts if a TIN is provided to the Fund within 60 days.

FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY

PAYMENTS MADE TO YOU. PLEASE REVIEW THE GUIDELINES BELOW FOR CERTIFICATION OF TAXPAYER

IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

Name (as shown on your income tax return)




U.S. Tax Identification Number

Under penalties of perjury, I certify that: (1) the number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding either because: (a) I am exempt from backup withholding** or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding. (3) I am a U.S. person (including a U.S. resident alien).

** For a list of payees exempt from backup withholding, see below.

Certification Instructions: You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under reporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

I am awaiting a tax identification number

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social

Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld, but that such amounts will be refunded to me if I then provide a taxpayer identification number within sixty (60) days.

Obtaining a Number

If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

Payees Exempt from Backup Withholding
	The following is a list of payees exempt from backup withholding and for which no information reporting is required.
	(1)	An organization exempt from tax under section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), or an individual retirement plan or custodial account under section 403(b)(7) of the Code, if the account satisfies the requirements of section 401(f)(2) of the Code.
	(2)	The United States or any agency or instrumentality thereof.
	(3)	A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.
	(4)	A foreign government, a political subdivision of a foreign government, or an agency or instrumentality thereof.
	(5)	An international organization or any agency or instrumentality thereof.

	Other payees that may be exempt from backup withholding include:
	(6)	A corporation.
	(7)	A foreign central bank of issue.
	(8)	A dealer in securities or commodities required to register in the U.S. or a possession of the U.S.
	(9)	A futures commission merchant registered with the Commodity Futures Trading Commission.
	(10)	A real estate investment trust.
	(11)	An entity registered at all times under the Investment Company Act of 1940.
	(12)	A common trust fund operated by a bank under section 584(a) of the Code.
	(13)	A financial institution.
	(14)	A middleman known in the investment community as a nominee or custodian.
	(15)	A trust exempt from tax under section 664 of the Code, or a non-exempt trust described in section 4947 of the Code.

	Exempt payees described above should file Substitute Form W-9 to avoid possible erroneous backup withholding. File this form with the Fund, furnish your TIN, write “EXEMPT” on the face of the form and sign and date the form. If you are a foreign entity not subject to backup withholding, give the Fund a completed Form W-8BEN.

	Privacy Act Notice. Section 6109 of the Code requires most recipients of dividend, interest or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to federal and state agencies to enforce federal non-tax criminal laws and to combat terrorism. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

	(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.
	(3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
	(4) Misuse of Taxpayer Identification Number. If the requester discloses or uses taxpayer identification numbers in violation of Federal law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

Part VI– Wells Fargo Bank, N.A. Certification and Signatures

Section D – Capacity in which Wells Fargo Bank, N.A. is Acting. Please check one of the following

[ ] Trustee. Wells Fargo Bank, N.A. certifies it has all the necessary power and authority to act on behalf of the Subscriber with respect to the investments in the Fund.

[ ] Investment Adviser (Discretionary). Wells Fargo Bank, N.A. certifies it has all the necessary power and authority to act on behalf of the Subscriber with respect to the investments in the Fund.

Section E – Signatures

The undersigned Subscriber represents and warrants to the Fund, Alternative Strategies Group, Inc. and the Administrator:

1. The information provided in this Subscription Agreement is complete and accurate, the Fund, Alternative Strategies Group, Inc. and the Administrator may rely on it and verify it;

2. I/we will notify Alternative Strategies Group, Inc. immediately of any material changes in the information occurring prior to my/our acquisition of any Interests; and

IN WITNESS WHEREOF, I/we have executed this Subscription Agreement and hereby represent, warrant and certify that the representations and warranties provided above may be relied upon by the Fund, Alternative Strategies Group, Inc. and the Administrator as of the date hereof and as of the date of the closing of the issuance and sale of Interests and as of the date of any additional purchase of Interests.

The foregoing Subscriber Agreement is made as of the date stated below by the Subscriber:

Signature of Authorized Wells Fargo Bank, N.A. Representative

Printed Name of Authorized Wells Fargo Bank, N.A. Representative

Title of Authorized Wells Fargo Bank, N.A. Representative

Employee ID

Date Executed

Appendix A - Document Checklist (applicable to Grantor or Revocable Trusts and ALL Entity Subscribers)

Grantor or Revocable Trust

1) A certified copy of the Certificate of Trust or Trustee Certification of Investment Powers, and

2) A copy of the Certificate of Registration or Power of Attorney listing the name of each Trustee and any additional person(s) authorized to trade in the account if not expressly named in Trust Agreement.

C Corporation, S Corporation, Endowment or Foundation

1) A certified copy of the Certificate of Incorporation of the Company, and

2) A list of the names of the directors, and any additional person(s) authorized to trade in the account (please put on Corporation's official letterhead), and

3) If a non-profit corporation (or Foundation), proof of tax-exempt status.

Limited Liability Company

1) A certified copy of the Certificate of Formation of the Limited Liability Company, and

2) A list of the names of the managing members, and any additional person(s) authorized to trade in the account (please put on LLC's official letterhead).

Limited Partnership or Limited Liability Partnership

1) A certified copy of the Certificate of Limited Partnership or Certificate of Registration of the Partnership, and

2) A list of the names of the general partners and person(s) authorized to trade in the account (please put on Partnership's official letterhead).

Non-Grantor or Irrevocable Trust

1) A certified copy of the Certificate of Trust or Trustee Certification of Investment Powers, and

Employee Benefit Plan or Keogh

1) A certified copy of the Plan Documents, and

2) A list of the names, street and e-mail addresses, and telephone numbers of each person authorized to act for the plan in connection with the investment of plan assets in Interests, and

3) A copy of IRS determination letter or other evidence of plan's tax-exempt status.

Other Entities

1) A certified copy of organizational certificates and/or documents, and

2) A list of the names, social security numbers, dates of birth and addresses of person(s) authorized to trade in the account, and if tax-exempt, proof of tax-exempt status.

FUND ACCEPTANCE

Please do not mark. For Internal Use Only.

Agreed and Accepted:

ASGI AURORA OPPORTUNITIES FUND, LLC

By:



Name:



Title:

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 Policy

6.	Selling Shareholders	Not Applicable

7.	Use of Proceeds	Memorandum Summary; Investment Program of the Fund; Use of Proceeds

8.	General Description of the Registrant	Front Cover Page of Private Placement Memorandum; Memorandum Summary; The Fund; Investment Program of the Fund; Risk Factors; Subscriptions for Interests; Repurchases and Transfers of Interests; Voting

9.	Management	Memorandum Summary; Management; The Adviser and the Subadviser; Fees and Expenses; Control Persons; Brokerage

10.	Capital Stock, Long-Term Debt, and other Securities	Subscriptions for Interests; Repurchases and Transfers of Interests; Voting; Taxes; Distribution Policy

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 Fund

17.	Investment Objective and Policies	Memorandum Summary; Investment Program of the Fund

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 and the Subadviser; Fees and Expenses

21.	Portfolio Managers	The Adviser and the Subadviser

22.	Brokerage Allocation and Other Practices	Brokerage

23.	Tax Status	Taxes

24.	Financial Statements	Financial Statements

(1)	Financial Statements:

	Registrant has not conducted any business, other than in connection with its organization.

(2)	Exhibits:

	(a)	(i)	Certificate of Formation dated November 19, 2010 filed herewith.

		(ii)	Limited Liability Company Agreement dated November 19, 2010 is included under Appendix A of the Private Placement Memorandum in this Registration Statement.

	(b)	Bylaws dated November 19, 2010 filed herewith.

	(c)	Not applicable.

	(d)	See (2)(a) and (2)(b).

	(e)	Not applicable.

	(f)	Not applicable.

	(g)	(i)	Investment Advisory Agreement between Registrant and Alternative Strategies Group, Inc. (the “Adviser”) dated December 10, 2010 filed herewith.

		(ii)	Investment Subadvisory Agreement between ASGI and Aurora Investment Management, L.L.C. (the “Subadviser”) dated December 21, 2010 filed herewith.

	(h)	Not applicable.

	(i)	Not applicable.

	(j)	(i)	Custody Agreement dated August 26, 2010 incorporated by reference to the Form N-2 filing for ASGI Agility Income Fund (filed September 2, 2010) (the “Agility Income Fund Initial Filing”).

		(ii)	Custody Agreement Amendment A dated November 16, 2010 filed herewith.

	(k)	(i)	Administrative Services Agreement dated August 26, 2010 incorporated by reference to the Agility Income Fund Initial Filing.

		(ii)	Amendment to the Administrative Services Agreement dated December 15, 2010 filed herewith.

		(ii)	Expense Limitation Agreement dated December 10, 2010 filed herewith.

		(iii)	Wholesaling and Placement Agent Agreement between Registrant and Alternative Strategies Brokerage Services, Inc. ("ASBSI") dated December 10, 2010 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

Not applicable.

Item 29.	Number of Holders of Securities

Title of Class		Number of Record Holders
Shares of Beneficial Interest		1

	ASGI AURORA OPPORTUNTIES FUND, LLC



	By:	/s/ Lloyd Lipsett
		Lloyd Lipsett Assistant Secretary

(a)	Certificate of Formation dated November 19, 2010.

(b)	Bylaws dated November 19, 2010.

(g)	(i)	Investment Advisory Agreement between Registrant and Alternative Strategies Group, Inc. (the “Adviser”) dated December 10, 2010.

	(ii)	Investment Subadvisory Agreement between ASGI and Aurora Investment Management, L.L.C. (the “Subadviser”) dated December 21, 2010.

(j)	Custody Agreement Amendment A dated November 16, 2010.

(k)	(i)	Amendment to the Administrative Services Agreement dated December 15, 2010.

	(ii)	Expense Limitation Agreement dated December 10, 2010.

	(iii)	Wholesaling and Placement Agent Agreement between Registrant and Alternative Strategies Brokerage Services, Inc. ("ASBSI") dated December 10, 2010.

(r)	(i)	Code of Ethics of the Adviser, ASBSI and the Fund.

	(ii)	Code of Ethics of the Subadviser.

(s)	Power of Attorney dated December 10, 2010.

	ASGI AURORA OPPORTUNITIES FUND



	By: /s/ Michael Roman
	Name: Michael Roman
	Title: Treasurer

EACH FUND LISTED ON ANNEX I HERETO

/s/ Michael Roman
By:	Michael Roman
Title:	Vice President


THE BANK OF NEW YORK MELLON

/s/ Lisa Rosen
By:	Lisa Rosen
Title:	Managing Director

Fund Name:	Form of Organization:
ASGI AGILITY INCOME FUND	DELAWARE BUSINESS TRUST
ASGI CORBIN MULTI-STRATEGY FUND LLC	DELAWARE LIMITED LIABILITY COMPANY
ASGI AURORA OPPORTUNITIES FUND LLC	DELAWARE LIMITED LIABILITY COMPANY

A.	The Funds and BNYM-AIS are parties to an Administrative Services Agreement dated as of August 26, 2010, as amended to date (the “Agreement”).

B.	The parties desire to add additional Funds to Annex I.

C.	The parties desire to amend the description of the services set forth in Schedule I as set forth below.

D.	The Funds and BNYM-AIS desire to amend the Agreement to accommodate the foregoing.

E.	This Background section is hereby incorporated by reference in and made a part of this Amendment.

1.	Annex I to the Agreement is hereby deleted in its entirety and is amended and restated as attached hereto.

2.	A new item (e) shall be added to the Tax Services Section of Schedule 1 of the Agreement as follows:

	(e)	If applicable, BNYM-AIS will provide to the Tax Preparer the monthly capital and investment registers.

3.	Item (g) of the Administration Services section of Schedule 1 of the Agreement is hereby deleted in its entirety and replaced with the following:

	(g)	(i) Assemble and mail or otherwise make available board materials for quarterly board meetings; and (ii) upon agreement of the parties hereto, permit persons or entities entering a valid password to have electronic access, via an Internet-based secure website, to current quarterly board meeting materials and such other board meeting materials as the parties hereto may agree (such electronic access is herein defined as the “Enhanced Services”);.

4.	BNYM-AIS will charge and the Fund will pay to BNYM-AIS such compensation relating to the Enhanced Services referenced in Section 3 above as BNYM-AIS and the Fund agree upon in writing.

5.	BNYM-AIS may utilize a sub-contractor to provide or assist in providing the Enhanced Services referenced in Section 3 above, and if BNYM-AIS so utilizes a sub-contractor BNYM-AIS will inform the Fund of the identity of such sub-contractor. BNYM-AIS will be responsible for the acts and omissions of any sub-contractor utilized by BNYM-AIS in connection with providing the

	Enhanced Services referenced in Section 3 above to the same extent that BNYM-AIS is responsible for its own acts and omissions pursuant to the Agreement.

6.	Notwithstanding anything in this Amendment or otherwise to the contrary, BNYM-AIS may unilaterally in its sole discretion cease providing any of the Enhanced Services referenced in Section 3 above at any time that there is not then-currently in effect an agreement between BNYM-AIS and a sub-contractor requiring the sub-contractor to perform such services as BNYM-AIS may require with respect to such Enhanced Services.

7.	The Fund understands and agrees that (1) BNYM-AIS will charge the Fund more for the Enhanced Services referenced in Section 3 above than any sub-contractor that BNYM-AIS may utilize in connection with providing such Enhanced Services charges BNYM-AIS and (2) the Fund is free to attempt to contract directly with such sub-contractor for the provision of such Enhanced Services.

8.	The Fund represents, warrants and covenants that this Amendment and the compensation related thereto has been or will be duly reviewed and approved or ratified by its Governing Board.

9.	Miscellaneous.

	(a)	Capitalized terms not defined in this Amendment have their respective meanings as defined in the Agreement.

	(b)	As hereby amended and supplemented, the Agreement shall remain in full force and effect. In the event of a conflict between the terms hereof and the Agreement, this Amendment shall control.

	(c)	This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party.

	(d)	This Amendment shall be governed by the laws of the State of Delaware, without regard to its principles of conflicts of laws.

THE BANK OF NEW YORK MELLON

/s/ Lisa Rosen
By: Lisa Rosen
Title: Managing Director


EACH FUND LISTED ON ANNEX I

/s/ Michael Roman
By:	Michael Roman
Title:	Vice President

Fund Name	Form of Organization
ASGI Agility Income Fund	Delaware Business Trust
ASGI Aurora Opportunities Fund, LLC	Delaware limited liability company
ASGI Corbin Multi-Strategy Fund, LLC	Delaware limited liability company

See the Definitions located in Appendix A for definitions of capitalized terms		The Covered Companies are required to maintain a policy governing personal securities transactions and insider trading by their respective 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 the Covered Companies’ policies and procedures governing the personal securities transactions of their respective officers and employees. The Covered Companies believe 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 ASGI serves as an investment adviser to several registered investment companies (“Registered Funds”), the Covered Companies have incorporated the requirements of Rule 17j-1 in this Code. The Registered Funds has adopted its own code of ethics pursuant to Rule 17j-1 and a copy is attached as Appendix D. Under Rule 17j-1, ASGI is required to provide a report to the Registered Funds’ Board of Trustees, at least annually, certifying that it has procedures in place reasonably designed to prevent access persons from violating the Code and describing issues arising under the Code, if any, and the sanction/response imposed.

		This Code outlines the policies and procedures team members must follow and the guidelines we use to govern their personal securities transactions and prevent insider trading. We monitor any activity that may be perceived as conflicting with the fiduciary responsibility we have to our clients.

	●	Tipping of material, Non-Public Information is illegal and prohibited. A person is tipping when he/she gives Non-Public Information about an issuer to someone else who then trades in securities of the issuer.
	●	Front running is illegal and prohibited. A person is front running if he/she trades ahead of an Account order in the same or equivalent security (such as options) in order to make a profit or to avoid a loss.

● Spouse	● grandparent	● mother-in-law
● domestic partner	● grandchild	● father-in-law
● parent	● brother	● daughter-in-law
● stepparent	● sister	● son-in-law
● child		● sister-in-law
● stepchild		● brother-in-law


	Signed _______________________________

	Print: _____________________________

	Date: ________________________________

Date Received: ________________________
Reviewed by: _________________________
Date Reviewed: _______________________

	Part I	General Policies
	Part II	Reporting Responsibilities and Transaction Restrictions
	Part III	Definitions

	●	The Firm expects that waivers will be granted only in limited instances, and

	●	Some provisions of the Code that are prescribed by U.S. Securities and Exchange Commission (“SEC”) rules cannot be waived. These provisions include, but are not limited to, the requirements that Employees file

		reports and obtain pre-approval before investing in private placements (e.g., hedge funds) and initial public offerings.

	●	The Funds’ respective investments in individual hedge funds are made in private placements or separate account transactions.

	●	Generally speaking, the Firm does not make investment recommendations to clients or Funds concerning specific publicly-traded securities, and does not buy and sell publicly-traded securities, such as equities or bonds, for its own account. On occasion, the Firm will receive publicly-traded securities from a portfolio hedge fund as part of a distribution in kind; the Firm generally sells those holdings shortly thereafter. For certain client accounts, the Firm will invest directly in options or futures for portfolio hedging purposes, typically with respect to indices rather than any particular security.

	●	use for their own benefit (or the benefit of anyone other than the Firm’s clients) information about the Firm’s trading or recommendations for client accounts; or

	●	take advantage of investment opportunities that would otherwise be available for the Firm’s clients.

	●	the Securities Act of 1933 and the Securities Exchange Act of 1934;

	●	the Advisers Act and the SEC rules thereunder (because the Firm is a registered investment adviser);

	●	the Company Act and the SEC rules thereunder (because most of the Firm’s client funds operate under either the Section 3(c)(1) or 3(c)(7) exemption under that law);

	●	title V of the Gramm-Leach-Bliley Act of 1999 (which is designed to protect privacy and enhance security of non-public information regarding individuals);

	●	the Bank Secrecy Act, as it applies to investment advisers, and the SEC and Department of the Treasury rules thereunder (which are designed to combat money-laundering and terrorism); and

	●	the Commodity Exchange Act and the Commodity Futures Trading Commission rules thereunder (because the Firm, with respect to certain of its clients, is registered as a Commodity Pool Operator and a Commodity Trading Advisor).

	●	trading while in possession of material, non-public information;

	●	communicating (“tipping”) such information to others;

	●	recommending the purchase or sale of securities on the basis of such information; or

	●	providing substantial assistance to someone who is engaged in any of the above activities.

	(i)	a list of all persons subject to the Code during that period;

	(ii)	acknowledgement by all persons subject to the Code affirming receipt of copies of the Code and acknowledging that they are subject to the provisions contained therein;

	(iii)	a copy of each Code that has been in effect at any time during the period;

	(iv)	copies of all approvals or notice forms mandated by this Code, including those relating to: personal trades, initial public offerings, use of external managers, private placements, brokerage accounts, outside employment, associations or business activities, and of monthly transaction summaries and other transaction reports;

	(v)	copies of all initial, quarterly and annual Code of Ethics Questionnaires and other certifications of compliance; and

	(vi)	a copy of each report filed pursuant to the Code and a record of any known violations and actions taken as a result thereof during the period as well as a record of all persons responsible for reviewing these reports.

	●	Transaction occurring by operation of law (e.g., the Covered Security is inherited).

	●	The Employee or a member of the Employee’s Family/Household acquires or sells the Covered Security under any circumstance in which neither the Employee nor any member of the Employee’s Family/Household exercises any discretion to buy or sell the Covered Security, or makes recommendations to the person who exercises the discretion to do so.

	●	The Employee buys or sells a Reportable Fund (i.e., a mutual fund managed by an affiliate of the Firm) (subject to Part II.B.6 below).

	●	The Covered Security is an exchange-traded fund (an “ETF”), exchange-traded note tracking an index or commodity or closed-end investment company. (A Covered Security does not include open-end mutual funds that are not Reportable Funds.)

	●	The Covered Security is a municipal bond (also known as a “muni”). A municipal bond is a debt security issued by a state, municipality or county to finance its capital expenditures. Municipal bonds are generally exempt from federal taxes and from most state and local taxes.

	●	The Covered Security is an exchange-traded derivative of an index or widely held basket of Covered Securities that otherwise does not require pre-approval under the Code. For example, an exchange-traded call or put option on the S&P 500 Stock Index or on an ETF that tracks the S&P 500 Stock Index does not require pre-approval.

	●	Transactions in equity securities issued by the employer of a member of an Employee’s Family/Household (i.e., through an employee stock purchase plan). An investment in an initial public offering for an issuer where a member of an Employee’s Family/Household is employed requires advance approval. See Paragraph 4 below.

	●	Transactions under a 529 plan.

	●	Transactions in private placements (please see the advance approval requirements under Paragraph 3 below).

This prohibition does not apply to the following categories of transactions:

●	Transactions under automatic investment or withdrawal plans, including automatic 401(k) plan investments and transactions under a Reportable Fund’s dividend reinvestment plan.

	●	For example, if you have established an automatic investment plan under which regular monthly investments are automatically made in a Reportable Fund, that investment will not be considered to begin or end a 30-day holding period.

●	Transactions that occur by operation of law or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or make recommendations to a person who exercises such discretion.

	●	such person does not have access to non-public information regarding any Firm client’s purchase or sale of securities, or non-public information regarding the portfolio holdings of any Reportable Fund; and

	●	such person is not involved in making recommendations to the Firm’s clients with respect to securities, and does not have access to such recommendations that are non-public.