Gmam Absolute Return Strategies

SECURITIES AND EXCHANGE COMMISSION

FORM POS AMI Post-effective amendments to 40 Act only filings

Filing Date: 2008-09-25 SEC Accession No. 0000898432-08-000949

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Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on September 25, 2008 1940 Act File No. 811-21259

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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FORM N-2

1940 Act File No. 811-21259

(Check appropriate box or boxes)

[ ] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

[X] Amendment No. 5

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GMAM ABSOLUTE RETURN STRATEGIES FUND, LLC

(Exact Name of Registrant as Specified in Charter)

767 Fifth Avenue, 15th Floor New York, NY 10153 (Address of Principal Executive Offices)

Registrant’s Telephone Number, including Area Code: (212) 418-6150

David Hartman, Esq. General Motors Investment Management Corporation 767 Fifth Avenue, 15th Floor New York, NY 10153 (Name and Address of Agent for Service)

This Registration Statement is being filed by the Registrant pursuant to Section 8(b) of the Investment Company Act of 1940, as amended (the “1940 Act”). Interests in the Registrant are not being registered under the Securities Act of 1933, as amended (the “1933 Act”), because these interests will be issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(2) of the 1933 Act. This Registration Statement does not constitute an offer to sell, or the solicitation of an offer to buy, any interests in the Registrant.

The information required to be included in this Registration Statement by Part A and Part B of Form N-2 is contained in the Confidential Memorandum, which follows.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document THIS CONFIDENTIAL MEMORANDUM IS PRESENTED EXCLUSIVELY BY GENERAL MOTORS TRUST BANK, N.A. AND IS NOT TO BE COPIED OR OTHERWISE REPRODUCED. IF THE NUMBER BELOW DOES NOT APPEAR IN RED, THERE IS A PRESUMPTION THAT THIS CONFIDENTIAL MEMORANDUM HAS BEEN IMPROPERLY REPRODUCED AND CIRCULATED.

GMAM ABSOLUTE RETURN STRATEGY FUND I

Confidential Memorandum September 25, 2008

Recipient Name ______

Memorandum Number

______

September 25, 2008

Dear Potential Investor:

This confidential memorandum (the “Confidential Memorandum”) offers interests (the “Interests”) in GMAM Absolute Return Strategy Fund I (the “Fund”), a series of GMAM Absolute Return Strategies Fund, LLC (the “Company”). These Interests are not insured by the Federal Deposit Insurance Corporation or any other government agency or guaranteed by any bank. The Interests are subject to investment risks, including the possible loss of the full amount invested.

The Interests have not been, and will not be, registered under the Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state of the United States (“U.S.”). The offering contemplated by this Confidential Memorandum will be made in reliance upon an exemption from the registration requirements of the 1933 Act for offers and sales of securities that do not involve any public offering and analogous exemptions under state securities laws.

This Confidential Memorandum shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of Interests in any jurisdiction where such offer, solicitation or sale is not authorized or to any person to whom it is unlawful to make such offer, solicitation or sale. No person has been authorized to make any representations concerning the Fund or the Company that are inconsistent with those contained in this Confidential Memorandum. Prospective investors should not rely on any information not contained in this Confidential Memorandum.

Prospective investors should not construe the contents of this Confidential Memorandum as legal, tax or financial advice. Each prospective investor should consult his or her own professional advisers as to the legal, tax, financial or other matters relevant to the suitability of an investment in the Fund for such investor.

These securities are subject to substantial restrictions on transferability and resale and may not be transferred or resold, except as permitted under the limited liability company agreement with respect to the Company and the Fund, the 1933 Act and applicable state securities laws. Investors should be aware that they may be required to bear the financial risks of this investment for a substantial period after a repurchase request has been made by an investor.

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. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved the Interests or passed upon the adequacy of the disclosure in this Confidential Memorandum. Any representation to the contrary is a criminal offense.

I. SUMMARY OF TERMS 5 THE FUND 5 MANAGEMENT 5 INVESTMENT PROGRAM 6 ADMINISTRATOR 8 CUSTODIAN 8 POTENTIAL BENEFITS OF INVESTING IN THE FUND 8 ALLOCATION OF PROFIT AND LOSS 9 RISK FACTORS 9 FEES AND EXPENSES 12 CONFLICTS OF INTEREST 13 SUBSCRIPTION FOR INTERESTS 13 ELIGIBILITY 13 TRANSFER RESTRICTIONS 13 WITHDRAWALS AND REPURCHASES OF INTERESTS BY THE COMPANY 13 SUMMARY OF TAXATION 14 ERISA PLANS AND OTHER TAX-EXEMPT ENTITIES 15 TERM 15 REPORTS TO MEMBERS 15 FISCAL YEAR 16 II. SUMMARY OF FEES AND EXPENSES 16 III. THE OFFERING 18 ORGANIZATION 18 SUBSCRIPTIONS FOR INTERESTS 18 ELIGIBLE INVESTORS 19 ORGANIZATIONAL STRUCTURE 19 FEES AND EXPENSES 20 CAPITAL ACCOUNTS AND ALLOCATIONS 21 NET ASSET VALUATION 23 VOTING 26 BOARD OF MANAGERS 26 THE ADVISER 29 ADVISORY AGREEMENT 31 INVESTMENT PROGRAM 32 INVESTMENT RESTRICTIONS 38 CONFLICTS OF INTEREST 39 BROKERAGE 41 ADMINISTRATOR 42 REDEMPTIONS, REPURCHASES OF INTERESTS AND TRANSFERS 43 IV. INVESTMENT CONSIDERATIONS 48 TYPES OF INVESTMENTS AND RELATED RISK FACTORS 49 ADDITIONAL RISK FACTORS 63 V. TAX ASPECTS & ERISA CONSIDERATIONS 70 TAX ASPECTS 70 ERISA CONSIDERATIONS 83 VI. ADDITIONAL INFORMATION 85 MEMBER INTERESTS 85

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document LIABILITY OF MEMBERS 85 DUTY OF CARE OF THE MANAGERS 85 AMENDMENT OF THE COMPANY AGREEMENT; CONFIDENTIALITY 85 POWER OF ATTORNEY 86 TERM, DISSOLUTION AND LIQUIDATION 86 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 87 LEGAL COUNSEL 87 CUSTODIAN 87 PRIVACY NOTICE FOR INDIVIDUAL INVESTORS 87 INQUIRIES 88 VII. FINANCIAL STATEMENTS 88 PART C 90

The following summary is qualified entirely by the detailed information appearing elsewhere in this Confidential Memorandum and by the terms and conditions of the limited liability company agreement with respect to the Fund and the Company (the “Company Agreement”), each of which should be read carefully and retained for future reference by any prospective investor.

THE FUND.

GMAM Absolute Return Strategy Fund I is the initial series of GMAM Absolute Return Strategies Fund, LLC, a Delaware limited liability company formed June 13, 2001 that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as a closed-end, non-diversified management investment company. The Company, which is authorized to divide its interests into multiple series, is a specialized investment vehicle that may be referred to as a “registered private investment fund.” It is similar to an unregistered private investment fund in that: (i) limited liability company membership interests in the Fund (“Interests”) will be sold generally in large denominations in private placements to institutional and high net worth individual investors and will be restricted as to transfer, (ii) the Fund’s underlying portfolio may be more aggressively managed than other investment companies and (iii) the capital accounts of persons (“Members”) who purchase Interests will be subject to an asset-based management fee. Unlike a private investment fund, but like other registered investment companies, the Company has registered under the 1940 Act to be able to offer Interests without limiting the number of investors that can participate in its investment program and to facilitate investment in private investment funds by investors subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). However, unlike certain registered investment companies, the Company has not chosen to register its Interests under the 1933 Act because the Interests will be issued in transactions intended to be exempt from such registration.

MANAGEMENT.

The Company has entered into an investment advisory agreement (the “Investment Advisory Agreement”) with respect to the Fund with General Motors Investment Management Corporation (the “Adviser”) whereby the Adviser provides investment advice to the Fund. The Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). As of July 31, 2008, the Adviser had more than $73 billion in assets under its management. The Fund is the first and is currently the only registered investment company managed by the Adviser. John S. Stevens, Managing Director – Absolute Return Strategies, is Portfolio Manager of the Fund and is responsible for the day-to-day management of the Fund. Mr. Stevens had been a Co-Portfolio Manager of the Fund since March 18, 2003, and became sole Portfolio Manager in April 2005. The Adviser is a wholly owned subsidiary of General Motors Asset Management Corporation and an indirect wholly-owned subsidiary of General Motors Corporation (“General Motors”). Headquartered in Detroit, Michigan, General Motors’ and its subsidiaries’ primary operations are in the motor vehicle products industry. General Motors also has financing and insurance operations. (See “The Adviser”)

The Board of Managers of the Company (the “Board of Managers”) has overall responsibility for the management and control of the operations of the Company. Managers

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document are appointed pursuant to the terms of the Company Agreement. Any vacancy on the Board of Managers may be filled by the remaining Managers except to the extent the 1940 Act requires the election of Managers by Members. A majority of the Managers are not “interested persons” (as defined by the 1940 Act) of the Company (the “Independent Managers”). (See “Board of Managers” and “Voting”)

The Investment Advisory Agreement may be continued in effect from year to year if the continuance is approved annually by the Board of Managers, including a majority of the Independent Managers. The Board of Managers or a majority of outstanding voting securities of Members may terminate the Investment Advisory Agreement on 60 days’ prior written notice to the Adviser.

INVESTMENT PROGRAM.

The Fund’s primary investment goal is to provide investors with exposure to a broad- ranging, multi-manager portfolio of private investment funds (“Investment Funds”) not registered under the 1940 Act with the aim of delivering returns having relatively low volatility and relatively low dependence on movements in major equity and bond markets. The Fund expects that all or substantially all of its assets will be invested in Investment Funds organized and/or domiciled outside of the U.S. and which are treated as corporations for the purposes of U.S. Federal income tax law (“Foreign Investment Funds”). As such, the Fund is not recommended for investors that are investing other than through a tax-exempt structure (“taxable investors”) because there may be significant negative tax consequences to taxable investors.

As discussed below, this objective is pursued principally through a multi-strategy program of investment in a diverse group of mainly Foreign Investment Funds, which invest or trade in a wide range of equity and debt securities, derivatives and currencies and which the Adviser considers to be appropriate for an “absolute return” strategy. Generally speaking, an “absolute return” strategy refers to a broad category of investment approaches that attempt to deliver positive returns that are not highly correlated with the performance of major equity, bond, or commodities markets. The Fund’s “absolute return” strategy emphasizes investment managers (“Investment Managers”) that attempt to capitalize on various market inefficiencies and/or mispricings while hedging certain investment risks that are deemed by them to be undesirable. “Absolute return” does not, however, connote either continuously positive returns, non-fluctuating returns or returns greater than those of major equity or debt market indices. Rather, there may be periods of negative returns (in an absolute sense and/or in relation to major equity and/or debt market indices) and returns, whether positive or negative, may fluctuate over time, sometimes widely.

Investment Managers are selected by the Adviser based on their experience or expertise in a particular investment strategy or strategies. As noted above, John S. Stevens, Managing Director – Absolute Return Strategies, is responsible for the day-to-day management of the Fund’s portfolio, subject to such policies as may be adopted by the Board of Managers. The Adviser selects Investment Managers on the basis of various criteria, generally including, among other things, an analysis of: (i) the Investment Manager’s performance during various time periods and market cycles, (ii) the Investment Manager’s reputation, experience and training, (iii) the Investment Manager’s articulation of, and adherence to, its investment philosophy, (iv) the presence and deemed effectiveness of the Investment Manager’s risk management discipline, (v) the structure of the Investment Manager’s portfolio and the types of securities or other instruments held, (vi) the Investment Manager’s fee structure, (vii) on-

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document site interviews of the Investment Manager’s personnel, (viii) the quality and stability of the Investment Manager’s organization, including internal and external professional staff, (ix) the comparison of the Investment Manager to its peers, (x) the Adviser’s expectation that the Investment Manager will produce consistent returns in a particular investment strategy and (xi) whether the Investment Manager has a substantial personal investment in the investment program it pursues. Not all of these factors will be considered with respect to each Investment Manager, and other criteria may be used.

The Fund currently intends to invest its assets primarily in Foreign Investment Funds; however, the Fund also may invest a portion of its assets directly with Investment Managers pursuant to investment advisory agreements, granting the Investment Managers discretionary investment authority on a managed account basis. In addition, to facilitate the efficient investment of the Fund’s assets, separate Investment Funds, which would be managed by one or more of the Investment Managers, may be created by or for the Fund. Generally, with respect to any such Investment Fund, an Investment Manager will serve as investment adviser, and the Fund will be the sole investor. (Investment Managers for which such an Investment Fund is formed and Investment Managers that manage assets directly for the Fund on a managed account basis are collectively referred to as “Subadvisers”)

The Fund’s investment in an Investment Fund (other than one organized by or for the Fund) ordinarily will be limited to 5% or less of such Investment Fund’s outstanding voting securities, absent rulemaking or other action under or with respect to the 1940 Act facilitating investment in a greater percentage (which ordinarily would not exceed 25%). However, to enable the Fund to invest more of its assets in Investment Funds deemed attractive by the Adviser, the Fund may also contractually forego its right to vote securities or purchase non- voting securities of Investment Funds. (See “Additional Risk Factors -- Special Risks of Multi-Manager Structure”)

The Fund may invest in short-term money market instruments pending the investment of assets in Investment Funds, to maintain the liquidity necessary to effect repurchases of Interests, to achieve volatility/risk targets or for other purposes.

The Adviser will evaluate each Investment Manager regularly to determine whether its investment program is consistent with the Fund’s investment objective and whether its investment performance is satisfactory. There can be no assurance that an Investment Manager’s performance will be satisfactory. Thus, following this review and evaluation, the Fund’s assets may be reallocated among Investment Managers, existing Investment Managers may be terminated and additional Investment Managers may be selected, subject to the condition that retention of a Subadviser will require approval of the Board of Managers, including separate approval of the Independent Managers, and of a majority (as defined in the 1940 Act) of the Fund’s outstanding voting securities unless the Fund receives an exemption from certain provisions of the 1940 Act.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document swaps, caps and floors), private placements, and convertibles. In addition, the Investment Managers may sell securities short and use a wide range of other investment techniques. The Investment Managers generally attempt to add value by investing in one or more market niches but are typically not limited in the markets (either by location or type, such as large capitalization, small capitalization, or non-U.S. markets) in which they invest or the investment discipline that they may employ (such as value or growth or bottom-up or top- down analysis). The Fund intends to allocate its assets among Investment Managers that utilize a variety of investment strategies and risk management techniques, with the objective of lowering the Fund’s overall risk (volatility) through diversification. The Adviser will allocate capital to strategies including, but not limited to, the following: Hedged Equity, Arbitrage, Relative Value, Distressed, Event-Driven, Loan Origination, and various other strategies. (See “Investment Program – Investment Strategy”) Some of the Investment Funds may invest all or a portion of their assets in private placements, which may be illiquid. Some of these investments are held in so-called “side pockets,” sub-funds within the Investment Funds, which provide for their separate liquidation potentially over a much longer period than the liquidity an investment in the Investment Funds may provide.

The Investment Managers may use various investment techniques for hedging and non- hedging purposes. For example, an Investment Manager may sell securities short and purchase and sell options and futures contracts and engage in other derivative transactions. The use of these techniques may be an integral part of an Investment Manager’s investment program and may involve certain risks. The Investment Managers and the Adviser may use leverage, which also entails risk. (See “Types of Investments and Related Risk Factors”) For purposes of the Fund’s investment restrictions and certain investment limitations under the 1940 Act, the Fund will “look through” to the underlying investments of any Investment Funds created by or for the Fund to facilitate management of the Fund’s assets by a Subadviser. (See “Investment Restrictions”) However, most of the Investment Funds in which the Fund invests are not subject to the Fund’s investment restrictions and, because they are not registered under the 1940 Act, are generally not subject to any investment limitations under the 1940 Act.

ADMINISTRATOR.

The Fund has retained PNC Global Investment Servicing (U.S.) Inc. (formerly named PFPC Inc.) (the “Administrator”) to provide accounting and certain administrative services to the Fund. Fees payable to the Administrator for these services will be paid by the Fund. (See “Administrator”)

CUSTODIAN.

The Fund has retained JPMorgan Chase Bank, N.A. (the “Custodian”) to serve as the custodian of the Fund’s assets. Fees payable to the Custodian for these services will be paid by the Fund. (See “Additional Information -- Custodian”)

POTENTIAL BENEFITS OF INVESTING IN THE FUND.

An investment in the Fund will enable investors to invest with a group of Investment Managers whose services may not be available to such investors, or who otherwise may place stringent restrictions on the number and type of persons whose money they will manage. In addition, the Fund will offer the potential benefit of allocating its assets among a selected group of Investment Managers utilizing multiple strategies, which in the aggregate

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document are intended to be in furtherance of the Fund’s investment objective. The Adviser expects that by allocating the Fund’s assets for investment by multiple Investment Managers, the Fund may reduce the volatility inherent in a direct investment with any single Investment Manager. An investment in the Fund also will enable investors to invest with a cross-section of Investment Managers without being subject to the high minimum investment requirements that Investment Managers typically impose on investors.

ALLOCATION OF PROFIT AND LOSS.

The net profits or net losses of the Fund (including, without limitation, net realized gain or loss and the net change in unrealized appreciation or depreciation of securities positions) will be credited to or debited against the capital accounts of Members at the end of each fiscal period in accordance with their respective investment percentages for the period. Each Member’s investment percentage will be determined as of the start of a fiscal period by dividing the balance of the Member’s capital account by the sum of the balances of the capital accounts of all Members. (See “Capital Accounts and Allocations -- Allocation of Net Profits and Net Losses”)

RISK FACTORS.

The Fund’s investment program is speculative and entails substantial risks. An investment in the Fund should be viewed as part of an overall investment strategy, not an investor’s sole investment. There can be no assurance that the Fund’s investment objective will be achieved. The Fund’s performance depends upon the performance of the Investment Managers and the Adviser’s ability to select, allocate and reallocate effectively the Fund’s assets among them. Use by the Investment Managers and the Adviser of leverage, short sales and derivative transactions, in certain circumstances, can result in significant losses. Investors in the Fund could lose some or all of their investment. (See “Types of Investments and Related Risk Factors”)

As a non-diversified investment company, there are no percentage limitations imposed by the 1940 Act on the portion of the Fund’s assets that may be invested in the securities of any single issuer other than issuers that are registered investment companies. As a result, the Fund’s investment portfolio may be subject to greater risk and volatility than if investments had been made in the securities of a broader range of issuers.

Each Investment Manager generally will charge the Fund an asset-based fee, and some or all of the Investment Managers may be entitled to receive performance-based fees. The asset- based fees of the Investment Managers are generally expected to range from 1% to 2% annually of the net assets under their management, and the performance-based fees to the Investment Managers are generally expected to range from 15% to 25% of net profits. In addition, the Fund will pay the Adviser an asset-based fee for the management of the Fund. The Adviser may in its discretion or as required by applicable law reimburse or offset the fees incurred by a Member that has a separate advisory or other fiduciary relationship with the Adviser or its affiliates.

The potential to receive performance-based fees may create an incentive for an Investment Manager to make investments that are riskier or more speculative than those that might have been made in the absence of the performance-based fee. In addition, because a performance-based fee will generally be calculated on a basis that includes unrealized

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document appreciation of an Investment Fund’s assets, the fee may be greater than if it were based solely on realized gains.

There are special tax risks associated with an investment in the Fund. (See “Additional Risk Factors -- Distributions to Members and Payment of Tax Liability” and “Tax Aspects & ERISA Considerations -- Tax Aspects”)

While the Fund intends to invest primarily with Investment Managers that have demonstrated expertise in one or more investment strategies, certain Investment Managers may have short operating histories. Although the Adviser intends to select Investment Funds using reputable administrators and accountants, neither the Adviser nor the Fund will have control over either the choice of custodians, brokers or other counterparties used by the Investment Funds or the valuation methods and accounting rules that they may follow. Interests will not be traded on any securities exchange or other market and will be subject to substantial restrictions on transfer. (See “Types of Investments and Related Risk Factors” and “Redemptions, Repurchases of Interests and Transfers”)

The Investment Funds generally will not be registered as investment companies under the 1940 Act and, therefore, the Fund, as an investor in these Investment Funds, will not have the benefit of the protections afforded by the 1940 Act to investors in registered investment companies such as mutual funds. In addition, as the Fund expects to invest substantially in Foreign Investment Funds, the Fund may not have the regulatory oversight, statutory protections and legal recourse for the redress of disputes available had the Fund invested in domestic Investment Funds. Although the Adviser will receive information from or on behalf of each Investment Manager regarding its investment performance and investment strategy, the Adviser may have little or no means of independently verifying this information. In addition, for information about an Investment Fund’s net asset value and portfolio composition, the Adviser will rely on information provided by the Investment Managers, that, if inaccurate, could adversely affect the Adviser’s ability to manage the Fund’s investment portfolio in accordance with its investment objective and the accurate valuation of the Fund’s interest. An Investment Manager may use proprietary investment strategies that are not fully disclosed to the Adviser, and these strategies may involve risks under some market conditions that are not anticipated by the Adviser. The Fund’s interests in Investment Funds generally will be illiquid meaning there is a limited ability to readily dispose of such interests; and interests are subject to substantial restrictions on transfer, which may adversely affect the Fund were it to have to sell or redeem interests at an inopportune time.

An investor who meets the conditions imposed by the Investment Managers, including minimum initial investment requirements that may be higher than the Fund’s minimum initial investment requirement, could invest directly with the Investment Managers. By investing in Investment Funds an investor bears a pro rata portion of the fees and expenses of the Fund and also indirectly bears a pro rata portion of the asset-based fees, performance-based fees and other expenses borne by the Fund as an investor in the Investment Funds. Thus, by investing in the Investment Funds through the Fund, Members may bear multiple layers of fees and other expenses. Similarly, Subadvisers will generally charge asset-based fees and performance-based fees, which will be borne by the Fund and are in addition to the Adviser’s management fee.

Each Investment Manager will receive any performance-based fees to which it is entitled irrespective of the performance of the other Investment Managers and the Fund generally.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Accordingly, an Investment Manager with positive performance may receive such compensation even if the Fund’s overall returns are negative.

Investment decisions are made by the Investment Managers independently of each other. As a result, at any particular time, one Investment Manager may be purchasing interests in an issuer whose interests are being sold by another Investment Manager. Consequently, it is possible that the Fund could indirectly incur certain transaction costs without accomplishing any net investment result.

Because the Fund may make additional investments in or withdrawals from the Investment Funds only at certain times pursuant to limitations set forth in the governing documents of the Investment Funds, from time to time the Fund may have to invest some of its assets in money market or other short-term instruments and may be limited in its ability to timely withdraw from an Investment Fund or to raise cash to meet the Fund’s needs.

To the extent the Fund contractually forgoes its right to vote securities or purchases non- voting securities of an Investment Fund, it will not be able to vote on matters that require the approval of the investors in the Investment Fund, including matters that could adversely affect the Fund’s investment in the Investment Fund.

Investment Funds may invest in equity securities such as common stock, preferred stock, and convertible securities. Equity securities fluctuate in value, often unrelated to the value of the issuer of the securities, and such fluctuations can be pronounced.

Investment Funds may invest in bonds, notes, debentures and other types of fixed-income securities. Fixed-income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations and are subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness or financial condition of the issuer and general market liquidity. To the extent an Investment Fund invests in non-investment grade debt securities (sometimes called “junk bonds”), these risks may increase.

The Fund will invest substantially in the securities of Foreign Investment Funds. In addition, Investment Funds may invest in securities of foreign issuers and in depositary receipts. Foreign securities markets generally are not as developed or efficient as those in the U.S., and securities of foreign issuers are less liquid and more volatile than securities of comparable U.S. issuers. Investments in foreign securities are also subject to risks generally not present in the U.S. such as varying custody, brokerage and settlement practices; less governmental regulation and supervision over the issuance and trading of securities than in the U.S.; less information regarding the foreign issuer or interpreting financial information prepared under foreign accounting standards; exchange rate risk; the possibility of expropriation or nationalization; the imposition of withholding and other taxes; adverse political, social or diplomatic developments; and other risks. (See “Types of Investments and Related Risk Factors -- Foreign Securities”)

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Prospective investors in the Fund should review carefully the discussions under the captions “Types of Investments and Related Risk Factors” and “Additional Risk Factors” for other risks associated with the Fund and the Investment Managers’ styles of investing and a more detailed discussion of the risks outlined above. An investment in the Fund should only be made by investors who understand the nature of the investments, do not require more than limited liquidity in the investment and can bear the economic risk of the investment.

The Fund is intended for investors investing through tax-exempt structures. Since the Fund invests substantially all its assets in Foreign Investment Funds, there may be significant negative tax consequences to taxable investors investing in the Fund. Therefore, it is not recommended that taxable investors invest in the Fund.

FEES AND EXPENSES.

Insofar as the Fund is concerned, the Adviser will bear all of its own costs incurred in providing investment advisory services to the Fund.

The expenses the Fund will bear include: (i) certain costs and expenses related to portfolio transactions and positions for the Fund’s account, including, but not limited to, brokerage commissions, research fees, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold short but not yet purchased, margin fees, transfer taxes and premiums, taxes withheld on foreign dividends, and indirect expenses from investments in Investment Funds, (ii) certain costs and expenses associated with the registration of the Fund, certain offering costs and the costs of compliance with any applicable Federal or state laws, (iii) the costs and expenses of holding meetings of the Board and any meetings of Members, (iv) fees and disbursements of any attorneys, accountants, independent registered public accounting firms and other consultants and professionals engaged on behalf of the Fund or the Board of Managers including, without limitation, for purposes of preparing and updating the Fund’s 1940 Act registration statement, its offering document and subscription documents (the “Offering Materials”) and reviewing subscription and related documents, (v) the costs of printing the Offering Materials and distributing such Offering Materials to prospective investors, (vi) the fees of custodians and persons providing administrative services to the Fund, (vii) the costs of a fidelity bond and any liability insurance obtained on behalf of the Fund or the Board of Managers, (viii) all expenses of computing the Fund’s net asset value, including any equipment or services obtained for these purposes, (ix) all charges for equipment or services used in communicating information regarding the Fund’s transactions among the Adviser and any custodian or other agent engaged by the Fund and (x) such other types of expenses as may be approved from time to time by the Board of Managers. (See “Fees and Expenses”)

In consideration of the advisory and other services provided by the Adviser to the Fund, the Fund will pay the Adviser a fee calculated monthly at the rate of 1/12 of 1.00% (1.00% on an annualized basis) of the net assets of the Fund and payable quarterly (the “Management Fee”). The Management Fee will be an expense of the Fund and will be reflected in each Member’s capital account (including the capital accounts of the Adviser and its affiliates, if any) as a reduction to net profits or an increase to net losses credited to or debited against each Member’s capital account. (See “Capital Accounts and Allocations”) The Adviser may in its discretion or as required by applicable law reimburse or offset the fees incurred by a Member that has a separate advisory or other fiduciary relationship with the Adviser or its affiliates.

The investment activities of the Adviser, the Investment Managers, and their respective affiliates for their own accounts and other accounts they manage may give rise to conflicts of interest that may disadvantage the Fund. The Fund’s operations may give rise to other conflicts of interest. (See “Conflicts of Interest”)

SUBSCRIPTION FOR INTERESTS.

The minimum initial investment in the Fund is $10 million. The minimum initial investment amount may be waived or reduced by the Fund. There is currently no minimum for subsequent investments.

The Fund began accepting initial subscriptions for Interests as of June 15, 2001 and commenced operations following that date. All subscriptions are subject to the receipt of cleared funds on or before the applicable subscription date in the full amount of the subscription although the Fund may accept, in its sole discretion, a subscription before receipt of cleared funds. The investor must also submit a completed subscription document on or before the applicable subscription date. The Fund reserves the right to reject any subscription for Interests and may, in its sole discretion, suspend subscriptions for Interests at any time.

ELIGIBILITY.

Each prospective investor (and existing Members who subscribe for additional Interests) will be required to certify that the Interest subscribed for is being acquired for the account of: (i) an “accredited investor” as defined in Regulation D under the 1933 Act, and (ii) a “qualified client” as defined in Rule 205-3 under the Advisers Act, except as otherwise determined by the Fund. The relevant investor qualifications will be set forth in a subscription agreement that must be completed by each prospective investor.

TRANSFER RESTRICTIONS.

Interests held by Members may be transferred only with the written consent of the Board of Managers (which may be withheld in its sole discretion and is expected to be granted, if at all, only under extenuating circumstances). A Member who transfers an Interest and its transferee agree to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Company in connection with the transfer and to provide indemnification pursuant to the Company Agreement in connection therewith. (See “Redemptions, Repurchases of Interests and Transfers -- Transfers of Interests”)

WITHDRAWALS AND REPURCHASES OF INTERESTS BY THE COMPANY.

No Member will have the right to require the Fund to redeem its Interest. The Fund may from time to time offer to repurchase Interests pursuant to written tenders by Members. Repurchases will be made at such times and on such terms (including any limitation on the total amount of Interests to be repurchased, which may be less than all of the outstanding Interests) as may be determined by the Board of Managers in its sole discretion. If the Board of Managers determines to limit the amount of Interests subject to a repurchase offer and the amount tendered for repurchase exceeds such amount, the Interests will be redeemed on a pro rata basis. In determining whether the Fund should offer to repurchase Interests or portions

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document thereof from Members, the Board of Managers will consider the recommendations of the Adviser. The Board of Managers will not cause the Fund to offer to repurchase Interests on more than four occasions during any one fiscal year unless it has been advised by counsel that such more frequent offers will not result in any adverse tax consequences to the Fund. The Board of Managers will also consider the following factors, among others, in making a determination to effect such an offer: (i) whether any Members have requested the opportunity to tender Interests or portions thereof to the Fund, (ii) the liquidity of the Fund’s assets, (iii) the investment plans and working capital requirements of the Fund, (iv) the relative economies of scale with respect to the size of the Fund, (v) the history of the Fund in repurchasing Interests, (vi) the availability of information as to the value of the Fund’s interests in Investment Funds and managed accounts and (vii) the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs. The Fund has made one repurchase offer since its inception.

If the interval between the date of purchase of any Interest and the Valuation Date (as defined in “Redemptions, Repurchases of Interests and Transfers”) with respect to the repurchase of such Interest is less than one year then such repurchase will be subject to a 4% redemption fee payable to the Fund, except to the extent waived or reduced by the Fund in its sole discretion. In determining whether the repurchase of Interests is subject to a redemption fee, the Fund will seek to redeem those amounts held the longest first. (See “Redemptions, Repurchases of Interests and Transfers “No Right of Redemption” and “Repurchases of Interests”)

The Company Agreement provides that the Fund shall be dissolved if more than 2 ¼ years elapse between the Expiration Date (as defined in “Redemptions, Repurchases of Interests and Transfers”) with respect to a Member’s binding offer of tender to the Fund of all of such Member’s Interests and the Valuation Date with respect to the repurchase by the Fund of the last of such Member’s Interests.

The Fund has the right to repurchase any Interests if the Board of Managers determines that the repurchase is in the best interests of the Fund or upon the occurrence of certain events specified in the Company Agreement including, but not limited to, attempted transfers in violation of the transfer restrictions described therein, ownership that may cause the Fund to be in violation of certain laws or that may otherwise adversely affect the Fund, or breach of any of the representations and warranties made by the owning Member in connection with the acquisition of the Interests.

SUMMARY OF TAXATION.

Counsel to the Company has rendered an opinion that, as in effect on the date of the opinion, the Fund will be treated as a partnership and not as an association taxable or as a corporation for Federal income tax purposes. Accordingly, the Fund should not be subject to Federal income tax and each Member will be required to report on its own annual tax return such Member’s distributive share of the Fund’s taxable income or loss. Because the Fund does not intend to make periodic distributions of its net income or gains, if any, to Members, any Member subject to income tax will be required to pay from other sources applicable Federal, state and other income taxes on its share of the Fund’s taxable income.

If it were determined that the Fund should be treated as an association or a publicly-traded partnership taxable as a corporation, the taxable income of the Fund would be subject to

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document corporate income tax and any distributions of profits from the Fund would be treated as dividends. (See “Tax Aspects & ERISA Considerations—Tax Aspects”)

Some Investment Funds in which the Fund expects to invest typically are formed as foreign entities that are either foreign corporations or are treated as corporations for purposes of U.S. Federal income tax law, and such Investments Funds will be either PFICs (passive foreign investment companies) or CFCs (controlled foreign corporations), subject to certain anti-deferral rules that could impact U.S. taxable Members adversely. (See “Tax Aspects & ERISA Considerations – ‘Phantom Income’ from Fund Investments”)

ERISA PLANS AND OTHER TAX-EXEMPT ENTITIES.

Investors subject to ERISA, and other tax-exempt entities, including employee benefit plans (each, a “tax-exempt entity”), may purchase Interests. Because the Investment Managers and the Adviser may utilize leverage in connection with the Fund, a tax-exempt entity that is a Member may incur income tax liability with respect to its share of the Fund’s net profits to the extent they are treated as giving rise to “unrelated business taxable income” (“UBTI”) and, if a charitable remainder trust, would be subject to an excise tax equal to 100% of any UBTI it receives. With respect to Investment Funds, however, some Investment Funds in which the Fund expects to invest typically are formed as foreign entities that are either foreign corporations or are treated as corporations for purposes of U.S. Federal income tax law and, as such, their net profits are distributed as corporate dividends, which generally do not constitute UBTI. The Fund will provide to tax-exempt entities that are Members such accounting information as is reasonably available to the Fund to assist the Members in reporting UBTI for income tax purposes. See, also, “Tax Aspects & ERISA Considerations—ERISA Considerations” for a discussion of certain applicable considerations under ERISA in the case of trustees or administrators of ERISA plans.

TERM.

The Company’s term is perpetual unless the Company is otherwise terminated under the terms of the Company Agreement.

REPORTS TO MEMBERS.

The Fund will furnish to Members as soon as practicable after the end of each taxable year such information as is necessary for them to complete Federal and state income tax or information returns, along with any other tax information required by law. For the Fund to complete its tax reporting requirements, it must receive information on a timely basis from each Investment Fund. An Investment Fund’s delay in providing this information will delay the Fund’s preparation of tax information to Members, which could cause Members to need to seek extensions on the time to file their tax returns and could delay the preparation of the Fund’s annual report. (See “Additional Risk Factors -- Special Risks of Multi-Manager Structure”) The Fund will send Members an unaudited semi-annual 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. Members also will be sent quarterly reports regarding the Fund’s operations during each quarter. Any Member may request from the Adviser an estimate, based on unaudited data, of the net asset value of the Fund as of the end of any calendar month.

FISCAL YEAR.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document For accounting purposes, the Fund’s fiscal year is the 12-month period ending on March 31; for Federal income tax purposes, the Fund’s fiscal year is the 12-month period ending on September 30.

II. SUMMARY OF FEES AND EXPENSES

The following table illustrates the fees and expenses that the Fund expects to incur and that Members can expect to bear directly or indirectly for the current fiscal year ending March 31, 2009.

MEMBER TRANSACTION FEES Sales Load (as a percentage of offering amount) (1) 2.50% Maximum redemption fee 4.00% ANNUAL FUND EXPENSES (as a percentage of the Fund’s net assets) Management Fee (to the Adviser) (2) 1.00% Other Expenses (3) 0.08% Acquired Fund (Investment Fund) Fees and Expenses (4) 8.06% Total Annual Fund Expenses (5) 9.14%

(1) Investors may be charged placement fees (sales commissions) of up to 2.50% of the amounts transmitted in connection with their subscriptions (“Placement Fee”). The Placement Fee may be adjusted or waived at the sole discretion of the placement agent and, without limiting the foregoing, is expected to be waived for institutional investors and certain persons associated with the Adviser or its affiliates. (See “Placement Fees”)

(2) The Management Fee (to the Adviser) excludes the effect of any reimbursement or offset as described above under “Fees and Expenses.”

(3) Other Expenses are based on estimated amounts for the current fiscal year.

(4) Acquired Fund Fees and Expenses (“AFFE”) consist of the Fund’s share of the fees and expenses of the Investment Funds in the Fund’s portfolio. This information, which is based on the historic fees and expenses reported in the Investment Funds’ most recent financial reports, may be current as of a date before or after that of the Fund’s operating expense information, which is based on the Fund’s financial report for the fiscal year ended March 31, 2008. Investment Funds’ managers may calculate operating expenses ratios differently and, given the large number of underlying Investment Funds, AFFE is inherently subject to these differences.

The AFFE were calculated in good faith by the Adviser. There are several components used in the calculation and for some Investment Funds, complete, updated information was not available. Generally the calculation is based on responses received from the underlying Investment Funds, the most recent shareholder reports, the most recent investor communication (which in some cases may be the Investment Funds offering documents) or other materials/ communications with the underlying 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,

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document therefore, significantly affect AFFE. In addition, the Investment Funds held by the Fund will change, which further impacts the calculation of the AFFE. Generally, the asset-based fees payable to Investment Managers of the Investment Funds will range from 1% to 2% annually of the net assets of the Fund’s investment in such Investment Funds. The typical performance fee charged by the Investment Funds in which the Fund invests is 15% to 25% of net profits, although it is possible that such ranges may be exceeded for certain Investment Managers. The expenses charged by the underlying Investment Funds are not paid to the Fund or the Adviser and represent the costs incurred to invest in the underlying Investment Funds.

(5) The Total Annual Fund Expenses shown above are different from the Fund’s ratio of expenses to average net assets shown in the “Financial Highlights” section of the Fund’s financial statements, which reflects the Fund’s operating expenses and do not include AFFE.

The purpose of the table above is to assist prospective investors in understanding the various fees and expenses Members will bear directly or indirectly. For a complete description of the various fees and expenses of the Fund, see “Risk Factors,” “Fees and Expenses,” “Withdrawals and Repurchases of Interests by The Company” above and “Subscriptions for Interests,” “Board of Managers,” “Advisory Agreement,” “Administrator” and “Redemptions, Repurchases of Interests and Transfers” below.

The following Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The assumed 5% annual return, which is required by the SEC, is not a prediction of, and does not represent, the projected or actual performance of the Fund. The Example is based on the fees and expenses set out above and should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown. Moreover, the rate of return of the Fund may be greater or less than the hypothetical 5% return used in the Example. A greater rate of return than that used in the Example would increase certain fees and expenses paid by the Fund. In the Example, expenses include the initial sales load for year 1.

EXAMPLE:

You would pay the following fees and expenses on a $10 million investment, assuming a 5% annual return:

1 year 3 years 5 years 10 years $1,122,703 $2,761,216 $4,266,868 $7,518,299

On an investment of $1,000, the Example would be as follows:

EXAMPLE:

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

1 year 3 years 5 years 10 years $112 $276 $427 $752

ORGANIZATION.

The Company is registered under the 1940 Act as a closed-end, non-diversified, management investment company. It was organized as a limited liability company under the Delaware Limited Liability Company Act on June 13, 2001. The Company’s principal office is located at 767 Fifth Avenue, 15th Floor, New York, NY 10153, and its telephone number is (212) 418-6150. Investment advisory services are provided to the Company by the Adviser pursuant to the Investment Advisory Agreement. Responsibility for the overall management and control of the operations of the Company is vested in the individuals who serve on the Board of Managers. (See “Board of Managers”) The Company currently offers one series of Interests, which are those of the Fund. However, the Board of Managers retains the right, in its sole discretion and without the approval of the Members, to add or remove series from time to time. Investors who acquire Interests in the offering being made hereby will become Members of the Company, but only to the extent of the assets of the Fund. Interests acquired in this offering will not provide investors with interests in any series issued by the Company in the future.

SUBSCRIPTIONS FOR INTERESTS.

SUBSCRIPTION TERMS

The Fund may accept initial and additional subscriptions for Interests as of the first day of each fiscal quarter; provided, however, that the Fund may in its discretion offer Interests more frequently. All subscriptions are subject to the receipt of cleared funds on or before the applicable subscription date in the full amount of the subscription; although, the Fund may accept, in its sole discretion, a subscription before receipt of cleared funds. The investor must also submit a completed subscription document on or before the applicable subscription date. The Fund reserves the right to reject any subscription for Interests and may, in its sole discretion, suspend subscriptions for Interests at any time.

The minimum initial investment in the Fund is $10 million. The minimum initial investment amount may be reduced or waived by the Fund. There is currently no minimum for subsequent investments. In addition, because the Fund may generate UBTI, prospective investors subject to Federal income tax on, or who otherwise may be adversely affected by receipt of, UBTI may wish to consult their tax advisers with respect thereto.

Except as otherwise permitted by the Fund, initial and additional contributions to the capital of the Fund by any Member will be payable in cash, 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 additional contributions to the capital of the Fund will be payable in one installment. Although the Fund may in its sole discretion accept contributions of securities, the Fund has no present intention of accepting such contributions. If the Fund were to accept a contribution of securities, the securities would be valued in the same manner as the Fund values its other assets. (See “Net Asset Valuation”)

PLACEMENT FEES

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Placement agents may be retained by the Fund or the Adviser to assist in the placement of Interests. As noted above, a placement agent will generally be entitled to receive a sales commission similar to a sales load charged by a traditional mutual fund, a Placement Fee, from each investor in the Fund whose Interest the agent places, of up to 2.50% of the amounts transmitted in connection with their subscriptions. The Placement Fee will be added to a prospective investor’s subscription amount; it will not constitute a capital contribution made by the investor to the Fund nor part of the assets of the Fund.

ELIGIBLE INVESTORS.

Each prospective investor (and existing Members who subscribe for additional Interests) will be required to certify that the Interest subscribed for is being acquired directly or indirectly for the account of: (i) an “accredited investor” as defined in Regulation D under the 1933 Act, and (ii) a “qualified client” as defined in Rule 205-3 under the Advisers Act, except as otherwise determined by the Fund. The relevant investor qualifications are set forth in the subscription agreement that must be completed by each prospective investor.

ORGANIZATIONAL STRUCTURE.

The Fund is a specialized investment vehicle that combines many of the features of a private investment fund with those of a closed-end investment company. Private investment funds (certain types of which are sometimes referred to as “hedge funds”) are unregistered, commingled asset pools that are often aggressively managed and offered in large minimum denominations through private placements to a limited number of institutional and high net worth individual investors. The Investment Funds may be considered “hedge funds.” The investment advisers of these funds are typically compensated through asset-based fees and performance-based fees. Closed-end investment companies are asset pools usually registered with the SEC under the 1940 Act and typically organized as corporations or business trusts. Additionally, unlike interests in private investment funds, closed-end investment companies are typically registered with the SEC under the 1933 Act. In contrast to most private investment funds, registered closed-end investment companies usually are managed more conservatively, subject to relatively modest minimum investment requirements, and publicly offered to a broad range of investors. The advisers to these companies are typically compensated through asset-based (but not performance-based) fees.

The Fund is similar to a private investment fund in that the Interests will not be registered with the SEC under the 1933 Act and generally will be sold in large denominations in private placements to institutional and certain other investors. In addition, while the Adviser does not, the Investment Managers typically will receive performance-based compensation. Like a registered closed-end investment company, however, the Company is registered under the 1940 Act and, as a result, is able to offer Interests without limiting the number of investors that can participate in its investment program and avoid restrictions imposed by certain Investment Funds on the number of investor of investments they will accept from investors subject to ERISA.

FEES AND EXPENSES.

As compensation for the Adviser’s services, the Fund pays a Management Fee to the Adviser. The Management Fee is calculated each month at the rate of 1/12 of 1.00% (1.00% on an annualized basis) of the net assets of the Fund, and paid to the Adviser quarterly. The Adviser may in its discretion or as required by applicable law reimburse or offset the fees

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document paid with respect to a Member that has a separate advisory or other fiduciary relationship with the Adviser or its affiliates.

Insofar as the Fund is concerned, the Adviser will bear all of its own costs incurred in providing investment advisory services to the Fund, including travel expenses related to the selection and monitoring of Investment Managers. In addition, the Adviser will provide, or will arrange for provision at the Adviser’s expense of, certain administrative services to the Fund that are not provided by the Administrator or other administrative service providers or the Custodian. Among these services are: providing office space and other support services, maintaining and preserving certain records and reviewing and arranging for payment of the Fund’s expenses.

Except as explicitly allocated to the Adviser or other service providers, the expenses that the Fund will bear include:

(i) all investment related expenses, including, but not limited to, fees paid directly or indirectly to Investment Managers and all costs and expenses related to portfolio transactions and positions for the Fund’s account including without limitation brokerage commissions, research fees, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold short but not yet purchased, margin fees, transfer taxes and premiums, taxes withheld on foreign dividends and indirect expenses from investments in Investment Funds;

(ii) certain costs and expenses associated with the registration of the Fund, certain offering costs and the costs of compliance with any applicable Federal or state laws;

(iii) the costs and expenses of holding meetings of the Board of Managers and any meetings of Members;

(iv) all costs and expenses associated with tender offers relating to repurchases of Interests;

(v) any non-investment related interest expenses;

(vi) recordkeeping, custody and escrow fees and expenses;

(vii) fees and disbursements of any attorneys, accountants, independent registered public accounting firms and other consultants and professionals engaged on behalf of the Fund or the Board of Managers including, without limitation, for purposes of preparing and updating the Fund’s 1940 Act registration statement, the Offering Materials and reviewing subscription and related documents;

(viii) the costs of printing the Offering Materials and distributing such Offering Materials to prospective investors;

(ix) the costs of preparing and mailing reports and other communications to Members;

(x) fees and expenses of the Administrator or other administrative service providers and the Custodian;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (xi) the costs of a fidelity bond and any liability insurance obtained on behalf of the Fund or the Board of Managers;

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

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

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

The Adviser will be reimbursed by the Fund for any of the above expenses that it pays on behalf of the Fund.

The Investment Funds and managed accounts will bear various expenses in connection with their operations. The Investment Managers generally will charge asset-based fees and performance-based fees to the Investment Funds and managed accounts, which effectively will reduce the investment returns of the Investment Funds and the amount of any distributions from the Investment Funds to the Fund. These expenses and fees will be in addition to those incurred by the Fund itself. As an investor in Investment Funds, the Fund will bear its pro rata share of the expenses and fees of the Investment Funds.

CAPITAL ACCOUNTS AND ALLOCATIONS.

CAPITAL ACCOUNTS

The Fund will maintain a separate capital account for each Member (including the Adviser or its affiliated persons in respect of any capital contribution to the Fund by them as Members) that will have an opening balance equal to the Member’s initial contribution to the capital of the Fund. Each Member’s capital account will be increased by the sum of the amount of cash and the value of any securities constituting additional contributions by the Member to the capital of the Fund and 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, the amount of any distributions to the Member that are not reinvested, and any amounts debited against the Member’s capital account as described below.

Capital accounts of Members are adjusted as of the close of business on the last day of each fiscal period. Fiscal periods begin on the day after the last day of the preceding fiscal period and end at the close of business on the first to occur of the following: (i) the last day of a calendar month, (ii) the last day of a fiscal year, (iii) the last day of a taxable year, (iv) the day preceding any day on which a contribution to the capital of the Fund is made, (v) the day preceding any day on which the Fund repurchases an Interest, or portion of an Interest, of any Member or (vi) any day on which any amount is credited to or debited against the capital account of any Member, other than an amount to be credited to or debited against the capital accounts of all Members in accordance with their respective investment percentages. An investment percentage will be determined for each Member as of the start of each fiscal period by dividing the balance of the Member’s capital account as of the commencement of the period by the sum of the balances of all capital accounts of all Members as of that date.

Net profits or net losses of the Fund for each fiscal period will be allocated among and credited to or debited against the capital accounts of all Members as of the last day of any fiscal period or, if different, calendar month, in accordance with Members’ respective investment percentages for such period. Net profits or net losses will be measured as the net change in the value of the net assets of the Fund (including any net change in unrealized appreciation or depreciation of investments and realized income and gains or losses and accrued fees and other expenses) before giving effect to any repurchases by the Fund of Interests or portions thereof and excluding the amount of any items to be allocated among the capital accounts of the Members other than in accordance with the Members’ respective investment percentages.

Allocations for Federal income tax purposes generally will be made among the Members so as to reflect equitably amounts credited or debited to each Member’s capital account for the current and prior fiscal years. (See “Tax Aspects & ERISA Considerations—Tax Aspects—Allocation of Profits and Losses”)

ALLOCATION OF SPECIAL ITEMS

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

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

Reserves. Appropriate reserves may be created, accrued and charged against net assets and proportionately against the capital accounts of the Members for contingent liabilities as of the date the contingent liabilities become known to the Fund. Reserves will be in such amounts (subject to increase or reduction) as the Fund may deem necessary or appropriate. The amount of any reserve (or any increase or decrease therein) will be proportionately charged or credited, as appropriate, to the capital accounts of those investors who are Members at the time the reserve is created, increased or decreased, as the case may be; provided, however, that if the reserve (or any increase or decrease therein) exceeds the lesser of $100,000 or 1% of the aggregate value of the capital accounts of all those Members, the amount of the reserve and its increase or decrease may in the Fund’s sole discretion instead be charged or credited to those investors who were Members at the time, as determined by

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the Fund, of the act or omission giving rise to the contingent liability for which the reserve was established, increased or decreased in proportion to their capital accounts at that time.

NET ASSET VALUATION.

The Fund will compute its net asset value as of the last business day of each fiscal period, generally, within thirty (30) business days of the last day of the fiscal period. In determining its net asset value, the Fund will value its investments as of such period-end. The net asset value of the Fund will equal the value of the total assets of the Fund, less all of its liabilities, including accrued fees and expenses. The Board of Managers has approved procedures pursuant to which the Fund will value its investments in Investment Funds at fair value. In accordance with these procedures, fair value as of each period-end ordinarily will be the value determined as of such period-end by the Investment Manager for each Investment Fund in accordance with the Investment Fund’s valuation policies and reported at the time of the Fund’s valuation. 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 an Investment Fund if the Fund’s interest were redeemed at the time of valuation (without regard to any redemption fees or other redemption fees that may be applicable), based on information reasonably available at the time the valuation is made and that the Fund believes to be reliable. In the unlikely event that a current value from an Investment Fund is not available at the end of a fiscal period, the Fund would determine the fair value of such Investment Fund based on the most recent value reported by the Investment Fund, as well as any other relevant information available at the time the Fund values its portfolio, in accordance with procedures adopted by the Board of Managers. Using the nomenclature of the hedge fund industry, any values reported as “estimated” or “final” values are expected to reasonably reflect market values of securities for which market quotations are available or fair value as of the Fund’s valuation date.

Prior to investing in any Investment Fund, the Adviser will conduct a due diligence review of the valuation methodology utilized by the Investment Fund, which as a general matter will utilize market values when available, and otherwise utilize principles of fair value that the Adviser reasonably believes to be consistent with those used by the Fund for valuing its own investments. Although the procedures approved by the Board of Managers provide that the Adviser will review the net asset valuations provided by the Investment Funds, neither the Adviser nor the Board of Managers will be able to confirm independently the accuracy of valuations provided by such Investment Funds. The Fund’s valuation procedures require the Adviser to consider all relevant information available at the time the Fund values its portfolio. The Adviser and/or the Board of Managers will consider such information, and may conclude in certain circumstances that the information provided by the Investment Fund does not represent the fair value of the Fund’s interests in the Investment Fund.

Although redemptions of interests in Investment Funds are subject to advance notice requirements, Investment Funds will typically make available net asset value information to holders that will represent the price at which, even in the absence of redemption activity, the Investment Fund would have effected a redemption if any such requests had been timely made or if, in accordance with the terms of the Investment Fund’s governing documents, it would be necessary to effect a mandatory redemption. Following procedures adopted by the Board of Managers, 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.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If an Investment Fund charges a redemption fee to shareholders that redeem an investment within a certain time period after making the investment, the Fund ordinarily will value its investment in such Investment Fund without taking such redemption fee into account, unless it is anticipated that such investment will be redeemed within the applicable period, in which case the Adviser will undertake a review to determine whether it is appropriate to take the redemption fee into account. In accordance with generally accepted accounting principles and industry practice, the Fund may not always apply a discount in cases where there was no contemporaneous redemption activity in a particular Investment Fund. In other cases, as when an Investment Fund imposes extraordinary restrictions on redemptions, or when there have been no recent transactions in Investment Fund interests, the Fund may determine that it was appropriate to apply a discount to the net asset value of the Investment Fund. Any such decision would be made in good faith, and subject to the review and supervision of the Board of Managers.

The valuations reported by the Investment Managers, upon which the Fund calculates its net asset value, may be subject to later adjustment, based on information reasonably available at that time. For example, fiscal year-end net asset value calculations of the Investment Funds are audited by those Investment Funds’ independent registered public accounting firms and may be revised as a result of such audits. Other adjustments may occur from time to time. Such adjustments or revisions, whether increasing or decreasing the net asset value of the Fund at the time they occur, because they relate to information available only at the time of the adjustment or revision, will not affect the amount of the repurchase proceeds of the Fund received by Members who had their Interests repurchased prior to such adjustments and received their repurchase proceeds. As a result, to the extent that such subsequently adjusted valuations from the Investment Managers or revisions to net asset value of an Investment Fund adversely affect the Fund’s net asset value, the outstanding Interests will be adversely affected by prior repurchases to the benefit of Members who had their Interests repurchased at a net asset value per Interest higher than the adjusted amount. Conversely, any increases in the net asset value per Interest resulting from such subsequently adjusted valuations will be entirely for the benefit of the outstanding Interests and to the detriment of Members who previously had their Interests repurchased at a net asset value per Interest lower than the adjusted amount. The same principles apply to the purchase of Interests. New Members may be affected in a similar way.

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

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document value as determined in good faith in accordance with procedures approved by the Board of Managers.

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 of Managers will reevaluate its fair value methodology to determine, what, if any, adjustments should be made to the methodology.

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

Assets and liabilities initially expressed in foreign currencies will be converted into U.S. dollars using foreign exchange rates provided by a pricing service. Trading in foreign securities generally is completed, and the values of such securities are determined, prior to the close of securities markets in the U.S. 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 Adviser or its affiliates act as investment adviser to other clients that may invest in securities for which no public market price exists. Valuation determinations by the Adviser or its affiliates for other clients may result in different values than those ascribed to the same security owned by the Fund. Consequently, the fees charged to the Fund and other clients may be different, since the method of calculating the fees may take the value of all assets, including assets carried at different valuations, into consideration.

Expenses of the Fund, including the Adviser’s investment management fee and the costs of any borrowings, are accrued on a monthly or other periodic basis on the day net asset value is calculated and taken into account for the purpose of determining 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 Fund’s net assets if the judgments of the Board, the Adviser or Investment Managers should prove incorrect. Also, Investment Managers may only provide determinations of the net asset value of Investment Funds on a weekly or monthly basis, in which event it will not be possible to determine the net asset value of the Fund more frequently.

VOTING.

Each Member has the right to cast a number of votes based on the value of the Member’s capital account at a meeting of Members called by the Board of Managers or by Members

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document holding 25% or more of the total number of votes eligible to be cast. Members will be entitled to vote on any matter on which shareholders of a registered investment company organized as a corporation would normally be entitled to vote, including election of Managers, approval of the investment advisory agreement with the investment adviser of the Fund and on certain other matters. Except for the exercise of 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.

BOARD OF MANAGERS.

The Board of Managers has overall responsibility for the management and control of the operations of the Fund and performs functions similar to those customarily performed by the board of directors of a registered investment company organized as a corporation. Although the Board of Managers reviews policies regarding the management of the Fund and information provided to them in connection with meetings of the Board of Managers, they do not have an active role in reviewing or supervising the Fund’s ongoing operations. This means, for example, that the Board of Managers does not select or approve the Investment Managers (other than Subadvisers) or the Investment Funds. The Board of Managers will not contribute to the capital of the Fund in their capacity as Managers but may subscribe for Interests, subject to the eligibility requirements described in this Confidential Memorandum.

The Fund has a Board of Managers comprised of three members, all but one of whom is a disinterested Manager.1 The Fund has as the Chairman of its Board, Nancy C. Everett.

The identity of the Managers and brief biographical information regarding each Manager2 is set forth below.

Nancy C. Everett, CFA, born February 16, 1955. Ms. Everett is an interested Manager. Ms. Everett has been Chairperson of the Adviser since April 1, 2006 and Chief Executive Officer of the Adviser since January 1, 2006. Ms. Everett previously served as the Adviser’s President (from January 1, 2006 to March 31, 2006) and Chief Investment Officer (from June 1, 2005 to December 31, 2005). Previously, she was the Chief Investment Officer for the Virginia Retirement System where she oversaw the investment of its $42 billion pension fund. Ms. Everett is currently a member of the Investment Advisory Committee, Randolph- Macon College, a member of the Business Council, Virginia Commonwealth University (“VCU”) and a member of the Board of Directors of the VCU Foundation where she serves on the Investment Committee. Ms. Everett sits

______1 Disinterested Manager refers to a Manager who is not an interested person of the Company within the meaning of Section 2(a)(19) of the 1940 Act. Neither Mr. Hurty nor Mr. Shultz holds a position as an officer, employee, director or general partner of the Company’s affiliated persons nor does either such Manager or his immediate family members own securities issued by the Adviser, any Subadviser or any person controlling, controlled by or under common control with the Adviser or any Subadviser. Each such Manager has served as such since November 25, 2002 and does not own an Interest in the Fund.

2 The mailing address of each of the Managers is c/o General Motors Investment Management Corporation 767 Fifth Avenue, New York, New York 10153.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document on the Board of The Rock Creek Group and is a Member of the Committee on Directors for Capital International’s Emerging Markets Growth Fund, Inc. She is also a member of the NYSE Euronext, Inc. Pension Managers Advisory Committee, and past President of the Board of Directors of the Richmond Society of Financial Analysts.

Charles A. Hurty, born September 22, 1943. Mr. Hurty is a disinterested Manager. Since October 2001, Mr. Hurty has been an independent consultant. For over 30 years prior thereto he was with KPMG, LLP and its predecessors, including as a partner for over 20 years. Mr. Hurty is a director of iShares, Inc. and iShare Trust, Citigroup Alternative Investments Multi-Adviser Hedge Fund Portfolios LLC, a closed-end investment company registered under the 1940 Act, and of Credit Suisse Alternative Capital, Inc.

Robert E. Shultz, born March 21, 1940. Mr. Schultz is a disinterested Manager. Since 2006, Mr. Shultz has been an independent consultant. Mr. Shultz previously was a partner with TSW Associates (from 1997 to 2006), an executive recruiting firm serving the financial services industry, and from 1996 through 1999 he was with Pine Grove Associates, an investment firm specializing in hedge funds. Prior positions include Senior Vice President of The Common Fund (1994 to 1995), Managing Director of Trust Company of the West (1990 to 1993), Vice President—Pension Asset Management of RJR Nabisco, Inc. (1987 to 1990), Director of U.S. Retirement Funds of IBM Corporation (1980 to 1987) and Pension Fund /Administrations Manager of Western Electric Company (1979 to 1980). He also serves as a director of LIM Asia Arbitrage Fund, Inc. and LIM AIS-DMA Program Fund, is on the Advisory Board of Altrushare Securities (2005 to present) and Advanced Portfolio Management (2004 to present), serves as a Member of the Investment Committee for Ascension Health (2004 to present), Christian Brothers Investment Services (2001 to present) and the Town Wilton, CT (2007 to present) and is a Member of the Financial Advisory Panel of Aerospace Corp. (2007 to present).

Each of Messrs. Hurty and Shultz were elected to the Board of Managers by the sole Member of the Company on November 25, 2002. Ms. Everett was appointed to the Board of Managers by the existing Managers effective March 2, 2006. By signing the Company Agreement, each Member will be deemed to have voted for the election of each such Manager.

The Managers serve on the Board of Managers for terms of indefinite duration. A Manager’s position in that capacity will terminate if the Manager is removed, resigns, attains a designated age or is subject to various disabling events such as death, incapacity or bankruptcy. A Manager may be removed with or without cause either by: (i) vote of two- thirds (2/3) of the Managers not subject to the removal vote; or (ii) by a vote of Members of the Company holding not less than two-thirds (2/3) of the total number of votes eligible to be cast by all Members of the Company. In the event of any vacancy in the position of a Manager, the remaining Managers may appoint an individual to serve as a Manager so long as immediately after the appointment at least two-thirds (2/3) of the Managers then serving have been elected by the Members of the Company. The Board of Managers may call a meeting of the Members of the Company to fill any vacancy in the position of a Manager and must do so within 60 days after any date on which Managers who were elected by the Members of the Company cease to constitute a majority of the Managers then serving.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The following table sets forth certain information regarding the compensation received by the disinterested Managers from the Fund for the fiscal year ended March 31, 2008. No compensation is paid by the Fund to Ms. Everett. Compensation from Fund for Name Fiscal Year Ended March 31, 20083

Charles A. Hurty $37,500

Robert E. Shultz $37,500

Currently, each disinterested Manager is paid an annual retainer of $20,000 and a per Board meeting fee of $5,000 (or $2,500 in the case of telephonic Board meetings) by the Fund and is reimbursed by the Fund for reasonable out-of-pocket expenses. The Managers do not receive any pension or retirement benefits from the Fund. The Managers do not own any shares of the Fund as of this date of this Confidential Memorandum.

The Board of Managers will evaluate, at least once annually, the performance of the Fund Board and its committees. This evaluation will consider the effectiveness of the committee structure of the Fund Board and the number of funds on whose boards each Manager serves. At each meeting of the Board, and more frequently if the disinterested Managers deem it necessary, the Fund’s disinterested Managers will meet without any interested persons of the Fund present. The Fund explicitly authorizes the disinterested Managers to retain advisers and experts necessary to carry out their duties.

The Board of Managers has formed an Audit Committee comprised of the disinterested Managers, the functions of which are to oversee the Fund’s accounting and auditing processes including: (i) 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 service providers and (ii) the quality and objectivity of the independent audit of the Fund’s financial statements. In addition, to the extent there are Managers who are not members of the Audit Committee, the Committee will act as a liaison between the Fund’s independent registered public accounting firm and the Board of Managers.

The Board of Managers has also formed Nominating and Compensation Committees composed of the disinterested Managers. Among other things, the Nominating and Compensation Committee is responsible for: (i) evaluating and nominating individuals to serve as disinterested Managers and as disinterested Manager members of any Board Committees and (ii) recommending to the Board of Managers appropriate changes in compensation for each disinterested Manager. During the fiscal year ended March 31, 2008, the Audit Committee met twice. Neither the Nominating Committee nor the Compensation Committee met during such time.

For administrative convenience, the Board of Managers has appointed officers of the Company. However, such officers are neither managers of, nor do they have any policy- making powers with respect to, the Company.

______3 The Fund is not part of a fund complex nor does it maintain any pension or retirement plans.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Board has adopted written policies and procedures, which together with the policies and procedures of the Fund’s service providers, are reasonably designed to prevent the Fund from violating the Federal securities laws (“Compliance Program”). The Compliance Program provides for the oversight of compliance by the Fund, the Adviser and the Administrator. The Compliance Programs of the Fund and each of its service providers are approved by the Board, including a majority of its disinterested Managers. The Compliance Program covers numerous areas, including: personal trading activities of supervised persons; pricing of portfolio securities and fund shares; processing of fund shares; identification of affiliated persons; protection of nonpublic information; and compliance with fund governance requirements.

The Fund has appointed a chief compliance officer (“CCO”) who is responsible for administering the Fund’s Compliance Program approved by the Board of Managers. The CCO serves in this position at the pleasure of the Board of Managers, which can remove the CCO at any time, and can prevent the Adviser or another service provider from doing so. The Board, including a majority of its disinterested Managers, has approved the designation of the CCO and the CCO’s compensation and will approve any changes thereto. The CCO reports directly to the Board of Managers. The CCO annually will furnish the Board with a written report on the operation of the Fund’s Compliance Program and those of its service providers. The CCO will meet in executive session with the disinterested Managers at least once each year.

THE ADVISER.

The Adviser serves as the Fund’s investment adviser and, pursuant to the Investment Advisory Agreement, manages the investment portfolio of the Fund subject to the ultimate supervision of and any policies established by the Board of Managers. In this regard, the Adviser may select and terminate Investment Managers subject to the condition that retention of certain Subadvisers will require approval of a majority of the disinterested Managers and, unless the Fund receives an exemption from certain provisions of the 1940 Act, of a majority (as defined in the 1940 Act) of the Fund’s outstanding voting securities.

The Adviser is registered with the SEC as an investment adviser under the Advisers Act. Its offices are located at 767 Fifth Avenue, 15th Floor, New York, NY 10153, and its telephone number is (212) 418-6150.

The Adviser is an indirect wholly owned subsidiary of General Motors. As of July 31, 2008, the Adviser manages more than $73 billion for clients including General Motors’ U.S. employee benefits plans. The Adviser and its affiliated predecessors have managed such plans since 1950. The Fund is the first and is currently the only registered investment company managed by the Adviser.

Discussion of the method of computing the advisory fees is discussed in “Fees and Expenses” above. For the fiscal years ended March 31, 2006, March 31, 2007 and March 31, 2008, the Adviser received $21,748,605, $28,014,392 and $37,386,799 under the Advisory Agreement.

John S. Stevens is Managing Director – Absolute Return Strategies and Portfolio Manager of the Fund. In addition, Mr. Stevens oversees the Adviser’s investments in hedge funds and the Adviser’s Global Tactical Asset Allocation (GTAA) and Tactical Asset Allocation (TAA) programs. He also has extensive experience as a Portfolio Manager within the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Adviser’s Global Fixed Income Group. Mr. Stevens has been employed by the Adviser since 1997. Prior to joining the Adviser, Mr. Stevens worked at BlackRock Financial Management within its Risk Management and Analytics Group, where he managed the Pricing Group and analyzed portfolios of interest rate derivatives. Prior to that, Mr. Stevens worked as a fixed income portfolio manager at MetLife Investment Management Corp., where he managed long-duration immunized portfolios and total return funds. Mr. Stevens holds an AB in Biology from Harvard University (1987) and an MBA in Finance from New York University (1993).

For all service rendered to the Adviser, including his service as Portfolio Manager, Mr. Stevens receives compensation comprised of the following:

1. A salary, with a typical adjustment interval of fifteen months, and such benefits as health and life insurance;

2. A payment from an annual incentive plan (i.e., a bonus), which sets an annual target award and provides Mr. Stevens the opportunity to receive from 0% to 200% of this award. Approximately 75% of this award is based on quantitative factors including, among other factors, measuring the Fund’s investment results against the U.S. 3 Month LIBOR Rate, while the balance is based on a qualitative assessment of Mr. Stevens’s individual performance;

3. A payment from a profit sharing plan based on the: (i) profitability from General Motors Asset Management’s (“GMAM”) third party business as well as from GMAM’s third party business specifically related to its Absolute Return Strategy group and (ii) asset returns on the GM pension plans over a five-year period;

4. GM stock options, granted prior to January 2007, with a ten-year exercise window; and

5. Participation in the GM company vehicle program, which includes use of a GM company vehicle and payment by GM of certain vehicle-related expenses.

As of December 31, 2007, Mr. Stevens had no equity ownership in the Fund. As of such date, the Fund is the only account for which Mr. Stevens is primarily responsible for the day- to-day management. Mr. Stevens, as the Managing Director of the Adviser's Absolute Return Strategies group, has oversight of other funds and a portfolio manager.

POTENTIAL CONFLICTS OF INTEREST.

The compensation paid to the Adviser for managing the Fund is based only on a percentage of assets under management. Mr. Stevens benefits generally from the Adviser’s revenues and profitability. See also “Conflicts of Interest” below.

ADVISORY AGREEMENT.

INVESTMENT ADVISORY AGREEMENT

Pursuant to the Investment Advisory Agreement, the Adviser is responsible, subject to the supervision of the Board of Managers, for formulating a continuing investment program for the Fund. The Adviser makes all decisions regarding the Fund’s purchases and withdrawals of interests in Investment Funds and also advises the Board of Managers regarding the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document selection of certain Subadvisers. The Investment Advisory Agreement was approved initially by the then Board of Managers (including a majority of the disinterested Managers) at a meeting held in person on November 25, 2002 and was also approved on such date by the then sole Member of the Company. The Investment Advisory Agreement is terminable without penalty on 60 days’ prior written notice by (i) the Board of Managers, (ii) the vote of a majority (as defined by the 1940 Act) of the outstanding voting securities of the Fund or (iii) the Adviser. The Investment Advisory Agreement may be continued in effect from year to year after its initial term if the continuance is approved annually by either the Board of Managers or the vote of a majority (as defined by the 1940 Act) of the outstanding voting securities of the Fund; provided that in either event the continuance is also approved by a majority of the disinterested Managers by vote cast in person at a meeting called for the purpose of voting on such approval. The Investment Advisory Agreement also provides that it will terminate automatically in the event of its assignment (as defined by the 1940 Act).

The Investment Advisory Agreement provides that, in the absence of willful misfeasance, bad faith or gross negligence in the performance of its duties or reckless disregard of its obligations and duties under the Investment Advisory Agreement, neither the Adviser nor any of its successors, assigns or other legal representatives will be liable to the Company for any error of judgment, for any mistake of law, or for any act or omission by such person in connection with the performance of services to the Company. The Investment Advisory Agreement also provides for indemnification to the fullest extent permitted by law by the Company of the Adviser and any of its successors assigns, or other legal representatives against any liability or expense to which such person may be liable that arises in connection with the performance of services to the Company except to the extent that the liability or expense is incurred by reason of such person’s willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligation and duties under the Investment Advisory Agreement.

The Adviser’s compensation for its services under the Investment Advisory Agreement is described above under “Fees and Expenses.”

The Adviser may invest a portion of the Fund's assets directly with Investment Managers pursuant to investment advisory agreements, granting the Investment Managers discretionary investment authority on a managed account basis. In addition, to facilitate the efficient investment of the Fund’s assets, separate Investment Funds, which would be managed by one or more of the Investment Managers, may be created by or for the Fund. Generally, with respect to any such Investment Fund, an Investment Manager will serve as investment adviser, and the Fund will be the sole investor.

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

At its meeting on November 19, 2007 the Board and the disinterested Managers considered whether to continue the Investment Advisory Agreement. The Managers received materials relating to the Investment Advisory Agreement before the meeting and had the opportunity to ask questions and request further information in connection with their consideration. A summary of the discussion regarding the basis for the Board of Managers’ and the disinterested Managers’ approval of the continuance of the Investment Advisory Agreement of the Fund is available in the Fund’s annual report to shareholders, for the period ended March 31, 2008, as filed with the SEC on June 9, 2008.

INVESTMENT PROGRAM.

The Fund’s primary investment goal is to provide investors with exposure to a broad- ranging, multi-manager portfolio of Investment Funds not registered under the 1940 Act with the aim of delivering returns having relatively low volatility and relatively low dependence on movements in major equity and bond markets. The Fund expects that all or substantially all of its assets will be invested in Foreign Investment Funds. As such, the Fund is not recommended for taxable investors because there may be significant negative tax consequences to taxable investors.

As discussed below, this objective is pursued principally through a multi-strategy program of investment in a diverse group of mainly Foreign Investment Funds, which invest or trade in a wide range of equity and debt securities, derivatives and currencies and which the Adviser considers to be appropriate for an “absolute return” strategy. Generally speaking, an “absolute return” strategy refers to a broad category of investment approaches that attempt to deliver positive returns that are not highly correlated with the performance of major equity, bond, or commodities markets. The Fund’s “absolute return” strategy emphasizes Investment Managers that attempt to capitalize on various market inefficiencies and/or mispricings while hedging certain investment risks that are deemed by them to be undesirable. “Absolute return” does not, however, connote either continuously positive returns, non-fluctuating returns or returns greater than those of major equity or debt market indices. Rather, there may be periods of negative returns (in an absolute sense and/or in relation to major equity and/or debt market indices) and returns, whether positive or negative, may fluctuate over time, sometimes widely.

INVESTMENT STRATEGY

By diversifying the Fund’s investments across various investment strategies and managers, the Fund will seek more consistent investment returns with lower risk than would be expected by investing in any single investment strategy or with any single Investment Manager.

The Adviser is responsible for the allocation of assets to various mainly Foreign Investment Funds and to Subadvisers when Investment Funds are not utilized, subject to such policies as may be adopted by the Board of Managers. Other than for the selection and management of money market instruments and money market funds for the investment of the Fund’s cash, the Adviser will generally not directly manage any of the Fund’s assets.

Investment Managers will be selected on the basis of various criteria, generally including, among other things, an analysis of: (i) the Investment Manager’s performance during various time periods and market cycles, (ii) the Investment Manager’s reputation, experience and training, (iii) the Investment Manager’s articulation of, and adherence to, its investment philosophy, (iv) the presence and deemed effectiveness of the Investment Manager’s risk management discipline, (v) the structure of the Investment Manager’s portfolio and the types of securities or other instruments held, (vi) the Investment Manager’s fee structure, (vii) on- site interviews of the Investment Manager’s personnel, (viii) the quality and stability of the Investment Manager’s organization, including internal and external professional staff, (ix) the comparison of an Investment Manager to its peers, (x) the Adviser’s expectation that the Investment Manager will produce consistent returns in a particular investment strategy and (xi) whether the Investment Manager has a substantial personal investment in the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document investment program it pursues. Not all of these factors will be considered with respect to each Investment Manager and other criteria may be used.

Unregistered investment funds typically provide greater flexibility than traditional investment funds (i.e., registered investment companies) as to the types of securities that may be owned, the types of trading strategies that may be employed and, in some cases, the amount of leverage that may be used. The Investment Managers utilized by the Fund may invest and trade in a wide range of instruments and markets and may pursue various investment strategies. Although Investment Managers will primarily invest and trade in equity and debt securities (domestic and foreign), they may also invest and trade in equity- related instruments, currencies, financial futures, and fixed income and other debt-related instruments including, but not limited to various derivatives (including, but not limited to, futures, forwards, options, warrants, rights, swaps, caps, and floors), private placements, and convertible bonds. In addition, the Investment Managers may sell securities short and use a wide range of other investment techniques. The Investment Managers are generally not limited in the markets (either by location or type, such as large capitalization, small capitalization, or non-U.S. markets) in which they invest or the investment discipline that they may employ (such as value or growth or bottom-up or top-down analysis).

The Investment Managers may use various investment techniques for hedging and non- hedging purposes. For example, an Investment Manager may sell securities short and purchase and sell options and futures contracts and engage in other derivative transactions. The use of these techniques may be an integral part of the investment program of an Investment Manager and may involve certain risks. The Investment Managers may use leverage, which also entails risk. (See “Types of Investments and Related Risk Factors”) For purposes of the Fund’s investment restrictions and certain investment limitations under the 1940 Act, the Fund will “look through” to the underlying investments of any Investment Fund created solely to facilitate management of the Fund’s assets by a Subadviser. However, other Investment Funds in which the Fund invests are not subject to the Fund’s investment restrictions and, unless registered under the 1940 Act, are generally not subject to any investment limitations under the 1940 Act.

The Fund may invest in short-term money market instruments and money market funds pending the investment of assets in Investment Funds, to maintain the liquidity necessary to effect repurchases of Interests, to achieve volatility/risk targets or for other purposes.

Investment Managers have complete discretion to purchase and sell securities and other investments for their respective Investment Funds and managed accounts consistent with the relevant investment advisory agreements, partnership agreements, confidential offering memoranda or other governing documents. In circumstances deemed appropriate by an Investment Manager, an Investment Fund or managed account may: (i) make substantial unhedged investments in bonds or other fixed income securities of the U.S. Government and of domestic and foreign issuers or in stocks or other equity securities of domestic and foreign issuers, (ii) make substantial hedged investments in bonds or other fixed-income securities of the U.S. Government and of domestic and foreign issuers or in stocks or other equity securities of domestic and foreign issuers, (iii) engage in hedging in related equity, convertible and interest rate securities, (iv) engage in risk arbitrage, (v) invest in instruments of failing companies or companies in bankruptcy, (vi) engage in strategic block investing, (vii) utilize short sales and leverage, repurchase agreements and options, (viii) invest with asset allocators who utilize a variety of the strategies delineated above and (ix) effect transactions in commodities and futures contracts (and, when available, options thereon).

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The strategies employed by the Investment Managers on behalf of their respective Investment Funds or managed accounts and the types of Investment Funds or managed accounts in which the Fund may invest may include, but are not limited to, those described below.

1. HEDGED EQUITY FUNDS – Investment Managers using hedged equity strategies, including market neutral and long/short equity, attempt to profit from security mispricings in the equity markets. Fund managers construct portfolios consisting of long and short positions based on perceived value. Investment Managers may use a variety of techniques to assess value including fundamental, quantitative, and technical analysis. In addition, indices, exchange traded funds (“EFTs”), and derivatives may be used for hedging purposes to limit exposure to various risk factors. Generally speaking, market neutral strategies are more fully hedged with respect to general market and sector specific risk exposures when compared with long/short equity portfolios.

2. CONVERTIBLE ARBITRAGE – Investment Managers using convertible arbitrage strategies purchase a portfolio of convertible securities, generally convertible bonds, and hedge a portion of the equity risk by selling short the underlying common stock. Certain managers may also seek to hedge interest rate and/or credit exposure. Most managers employ some degree of leverage. The funds can be run with a directional bias (the manager makes bets on the direction of the equity and/or credit markets) or as market neutral (the direction of the market is not expected to have a major impact on returns).

3. FIXED INCOME ARBITRAGE – Investment Managers using fixed income arbitrage generally seek profit by exploiting pricing inefficiencies between related fixed income securities. Fixed income arbitrage is a hedging strategy that includes numerous sub- strategies, including yield curve arbitrage and basis trades across fixed income products.

4. MERGER ARBITRAGE – Investment Managers using merger arbitrage strategies, which are also called “risk arbitrage” strategies, invest in event-driven situations such as leveraged buy-outs, mergers and hostile takeovers. Normally the stock of an acquisition target appreciates while the acquiring company’s stock decreases in value. These strategies may generate returns by purchasing stock of the company being acquired and, in stock for stock deals, selling short the stock of the acquiring company. Managers may employ the use of equity options as a low-risk alternative to the outright purchase or sale of common stock. These Investment Funds may use various option strategies to hedge against market risk by purchasing put options or put option spreads

5. RELATIVE VALUE ARBITRAGE – Investment Managers using relative value arbitrage strategies seek to take advantage of relative pricing discrepancies between instruments including equities, debt, options and futures. These managers may use mathematical, fundamental or technical analysis to determine market mispricings. Securities may be mispriced relative to the underlying security, related securities, groups of securities or the overall market. Many Investment Funds use leverage and seek opportunities globally. Arbitrage strategies include dividend arbitrage, pairs trading, capital structure arbitrage, options arbitrage, and yield curve trading.

6. MULTI-STRATEGY ARBITRAGE – Investment Managers using multi-strategy arbitrage strategies allocate capital to more than one strategy. The most commonly used strategies include convertible arbitrage, merger arbitrage, hedged equity, fixed-income arbitrage, and distressed investing. Some maintain a relatively fixed allocation to the various

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document strategies, but others allow one or two strategies to opportunistically dominate the portfolio. The combinations are designed to decrease the volatility associated with reliance on a single arbitrage strategy that may perform poorly in some market environments.

7. DISTRESSED INVESTMENT – Investment Managers using distressed investment strategies invest in, and occasionally sell short, the securities of companies where the security’s price has been affected (or is expected to be affected) by a distressed financial situation. These situations may involve reorganizations, bankruptcies, distressed sales and other corporate restructurings. Depending on the manager’s style, investments may be made in bank debt, corporate debt, trade claims, common stock, preferred stock, warrants or post- distressed equities. Leverage may be used by certain managers, but it is not typical in this strategy.

8. EVENT-DRIVEN – Investment Managers using event-driven strategies seek to profit from opportunities created by significant transactional events such as spin-offs, mergers and acquisitions, bankruptcy reorganizations, recapitalizations and share buybacks. In addition, positions may be taken in related securities of different companies or in different securities of the same issuer for the purpose of arbitraging price differences. Event driven strategies are broad-based strategies that can overlap with capital structure and merger arbitrage as well as distressed investing.

9. LOAN ORIGINATION – Investment Managers using loan origination strategies participate in the trillion-dollar bank debt market through the origination of loans (as opposed to their purchase) as “loan originators.” Companies in need of external sources of capital, especially in the middle market where banks and “traditional” asset-based lenders are decreasing their participation, are the principal clients for such funds. These loans are generally secured by all of a company’s assets, and they are typically made when a company’s assets exceed the amount of the loan. With the barriers to entry for loan origination even greater than for secondary debt purchases, there are only a limited number of funds that pursue this strategy. The strategy, however, can be rewarding and relatively safe for the limited group of skilled managers capable of performing the necessary due diligence on prospective loans and constructing well diversified funds.

10. MACRO HEDGE FUNDS – Investment Managers using macro hedge fund strategies typically make leveraged bets on anticipated price movements of stock markets, interest rates, foreign exchange currencies and physical commodities. Macro managers employ a “top-down” global approach and may invest in any market using any instrument to participate in expected market movements. These movements may result from forecasted shifts in world economics, political fortunes, or global supply and demand for resources, both physical and financial. Macro managers generally create their investment positions by investing in stocks, bonds, futures, options, swaps, currencies and over-the-counter derivatives.

11. COMMODITY TRADING ADVISORS (“CTAs”)/TREND FOLLOWING FUNDS- Investment Managers using trend following strategies allocate assets among investments by switching into investments that appear to be beginning an uptrend and switching out of investments that appear to be beginning a downtrend. This primarily consists of switching between stock indexes and money markets. Typically, technical trend-following indicators are used to determine the direction of a fund and to identify buy and sell signals. In an up move “buy signal,” money is transferred from a money market fund to an equity index in an

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document attempt to capture a capital gain. In a down move “sell signal,” the assets are moved back into the money market for safe keeping until the next expected up move.

12. SHORT SELLING – Investment Managers using short selling strategies seek to profit from declining security prices. To effect a short sale, the seller borrows securities from a third party in order to make delivery to the purchaser. The seller returns the borrowed securities to the lender by purchasing the securities in the open market. If the seller can buy the security back at a lower price, a profit results. If the price rises, however, a loss results. A short seller must generally pledge other securities or cash as collateral to the lender in an amount equal to or marginally greater than the market price of the borrowed securities. This deposit may be increased or decreased in response to changes in the market price of the borrowed securities.

13. INTERNATIONAL AND GLOBAL FUNDS – Investment Managers use various hedge fund strategies to invest internationally, often with a country or region emphasis.

Each of the above-described activities entails risk. (See “Types of Investments and Related Risk Factors”)

As noted above, the Investment Managers with which the Fund invests may use leverage. In addition, the Fund may borrow funds on a secured or unsecured basis and otherwise issue senior securities, subject to applicable asset coverage and other limitations under the 1940 Act.

The Fund currently intends to invest its assets primarily in Investment Funds. Under normal market conditions, the Fund will invest at least 65% of its total assets in Investment Funds. As noted above, the Fund currently intends to invest its assets primarily in Foreign Investment Funds. However, it also may invest directly a portion of its assets pursuant to investment advisory agreements, granting the Subadvisers thereto discretionary investment authority on a managed account basis. In addition, to facilitate the efficient investment of the Fund’s assets, separate Investment Funds managed by one or more Subadvisers may be created by or for the Fund. Generally, with respect to any such Investment Fund, the Subadviser will serve as investment adviser and the Fund will be the sole investor.

The Fund’s investment in an Investment Fund (other than one organized by or for the Fund) ordinarily will be limited to 5% or less of such Investment Fund’s outstanding voting securities absent rulemaking or other action under or with respect to the 1940 Act facilitating investment in a greater percentage (which ordinarily would not exceed 25%). However, to enable the Fund to invest more of its assets in Investment Funds deemed attractive by the Adviser, the Fund may also contractually forego its right to vote securities or purchase non- voting securities of Investment Funds. (See “Additional Risk Factors—Special Risks of Multi-Manager Structure”)

Each Investment Manager may invest, for defensive purposes or otherwise, some or all of its assets in high quality fixed income securities and money market instruments or may hold cash or cash equivalents in such amounts as the Investment Manager deems appropriate under the circumstances. The Fund also may invest in these instruments. (See “Types of Investments and Related Risk Factors—Money Market Instruments”)

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Investment Managers, existing Investment Managers may be terminated and additional Investment Managers may be selected, subject to the condition that retention of a Subadviser will require approval of the Board of Managers and of a majority (as defined in the 1940 Act) of the Fund’s outstanding voting securities, unless the Fund receives an exemption from certain provisions of the 1940 Act.

The Company does not presently intend to invest in Investment Funds managed by the Adviser or any of its affiliates. However, it may do so in the future, subject to obtaining such exemptions from the 1940 Act as may be necessary.

Additional information about the types of investments that are expected to be made by the Investment Managers, their investment practices, and related risk factors is provided below. The Fund’s investment policies and (except as otherwise indicated below) restrictions are not fundamental and may be changed without a vote of Members.

PROXY VOTING

The Fund is responsible for voting proxies on securities held in its portfolio. Because almost all of the Fund’s portfolio securities are issued by Investment Funds, the Fund anticipates that it will receive very few proxies. If the Fund does receive a proxy, except as noted below, the decision regarding how to vote such proxy will be made by the Investment Adviser. All proxies must be voted solely in the best interests of the Fund and its Members. The Fund has both general guidelines that the Fund follows on common matters such as certain corporate governance matters and procedures designed to ensure that material conflicts of interest are avoided and/or resolved in a manner that is in the best interests of the Fund and its Members. If a material conflict emerges that is not covered in the general guidelines, the disinterested Managers will decide how to vote the proxy. A copy of the Fund’s proxy voting procedures is available upon request by contacting the Fund.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th is available: (1) without charge, upon request, by calling collect (302) 791-2595; and (2) on the SEC’s website at http://www.sec.gov.

INVESTMENT RESTRICTIONS.

The Fund has adopted certain investment restrictions (set forth in (1) through (7) below), which cannot be changed without the vote of a majority (as defined in the 1940 Act) of the Fund’s outstanding voting securities. In applying these restrictions, the Fund will aggregate its investments and transactions with those of each Investment Fund, if any, that is advised by a Subadviser. With respect to these investment restrictions, and other policies described in this Confidential Memorandum, the Fund will not look through the Investment Funds to their underlying securities unless the Investment Funds are managed by Subadvisers. 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 values of investments or the value of the Fund’s total assets, unless otherwise stated, will not constitute a violation of such restriction.

(1) The Fund will not invest 25% or more of the value of its total assets in the securities (other than U.S. Government securities) of issuers engaged in any single industry. (This restriction does not apply to the Fund’s investments in Investment Funds).

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (2) The Fund will not 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.

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

(4) The Fund will not purchase or sell commodities or commodity contracts, except that it may purchase and sell foreign currency, options, futures and forward contracts, including those related to indices, and options on indices, and may invest in commodity pools and other entities that purchase and sell commodities and commodity contracts.

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

(6) The Fund may issue senior securities to the extent permitted by applicable law.

(7) The Fund may borrow money to the extent permitted by applicable law.

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

CONFLICTS OF INTEREST

GM ACCOUNTS

General Motors and its affiliates (collectively, the “GM Affiliates”), including the Adviser, carry on substantial investment activities for their own accounts and for other investment funds and accounts including those of the GM Affiliates’ employee benefit plans (collectively, the “GM Accounts”). The Fund has no interest in these activities. Certain employees of the Adviser engaged in the management of the Fund may also be employees of a GM Affiliate in addition to the Adviser. Consequently, they may be engaged in substantial activities other than on behalf of the Fund and may have conflicts of interest in allocating their time and activity between the Fund and such other activities. The Adviser and its officers and employees will devote as much time to the affairs of the Fund as in their judgment is necessary and appropriate.

The Adviser or another GM Affiliate may determine that an investment opportunity is appropriate for itself or a GM Account, but the Adviser may determine that it is not appropriate for the Fund. Situations also may arise in which GM Accounts make investments that would have been suitable for investment by the Fund but, for various reasons, were not pursued by, or made available to, the Fund. In addition, to the extent permitted by the 1940 Act, the Fund may invest alongside GM Accounts. The investment activities of the GM Affiliates and GM Accounts may disadvantage the Fund in certain situations, if among other reasons, such activities limit the Fund’s ability to invest in or dispose of a particular investment.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The GM Accounts and GM Affiliates may have an interest in an account managed by, or enter into relationships with, an Investment Manager or its affiliates on terms different from those applicable to the Fund.

The GM Accounts, GM Affiliates and their respective officers, directors, partners, members or employees may have business relationships with the issuers of securities that are held by the Investment Funds or by the Fund. They may also own the securities of these issuers or hold a seat on the board of directors of an issuer. Conflicts of interest may also arise in connection with investment in the Fund by GM Affiliates or by GM Accounts managed by the Adviser or another GM Affiliate. Such conflicts could arise, for example, with respect to the timing, structuring or terms of such investments or the disposition thereof.

INVESTMENT MANAGERS

An Investment Manager will not necessarily consider participation by the Fund or the relevant Investment Fund in all appropriate investment opportunities that are under consideration for investment by the Investment Manager for one or more accounts or entities managed by such Investment Managers or its affiliates (All Investment Funds and other accounts managed by the Investment Managers or their affiliates, excluding the Fund, are referred to collectively as the “Investment Manager Accounts”) that pursue similar investment programs. In addition, there may be circumstances under which an Investment Manager will cause its Investment Manager Accounts to commit a larger or smaller percentage of their respective assets to an investment opportunity than the percentage that the Investment Manager will commit of the Fund’s or the relevant Investment Fund’s assets. As a result of these and other factors, the investment activities of the Fund or an Investment Fund, on the one hand, and Investment Manager Accounts, on the other, may differ considerably from time to time. In addition, the fees and expenses of an Investment Fund may differ from those of the Investment Manager Accounts and the Fund. Accordingly, prospective Members should note that the future performance of an Investment Manager’s Investment Fund and its Investment Manager Accounts will vary.

When an Investment Manager determines that it would be appropriate for the Fund or its respective Investment Fund and one or more of its Investment Manager Accounts to participate in an investment opportunity at the same time, the Investment Manager’s decisions regarding the aggregation, placement and allocation of orders may be subjective, and the Fund or any Investment Fund may not participate, or participate to the same extent, as the Investment Manager Accounts in all trades.

Situations may occur where the Fund could be disadvantaged because of the investment activities conducted by the Investment Manager for the Investment Manager Accounts. Such situations may be based on, among other things: (i) legal restrictions on the combined size of positions that may be taken for the Fund, the Investment Funds and the Investment Manager Accounts, thereby limiting the size of the Fund’s or an Investment Fund’s position and (ii) the difficulty of liquidating an investment for the Fund, an Investment Fund and the Investment Manager Accounts where the market cannot absorb the sale of the combined positions. In addition, a Subadviser may be legally restricted under the 1940 Act from entering into certain joint transactions in which the Fund or an Investment Fund it has organized participates with affiliates of the Subadviser, including its Investment Manager Accounts, without first obtaining exemptive relief from the SEC.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Each Investment Manager and its principals, officers, employees and affiliates may buy and sell securities or other investments for their own accounts and may have actual or potential conflicts of interest with respect to investments made on behalf of the Fund or an Investment Fund. As a result of differing trading and investment strategies or constraints, positions may be taken by principals, officers, employees and affiliates of an Investment Manager that are the same, different, or made at a different time than positions taken for the Fund.

An Investment Manager and its affiliates may under certain circumstances buy securities or other property from, or sell securities or other property to, the Investment Fund it manages and an Investment Fund may effect principal transactions in securities with one or more Investment Manager Accounts. These transactions could be made in circumstances where the Investment Manager has determined it would be appropriate for the Investment Fund to purchase and an Investment Manager Account to sell, or the Investment Fund to sell and an Investment Manager Account to purchase, the same security or instrument on the same day. Other investment activities of the Investment Managers, or their affiliates, and the principals, partners, directors, officers or employees of the foregoing may give rise to additional conflicts of interest.

The Company, the Adviser and their respective directors, officers and employees 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 by the Adviser on behalf of the Fund. As a result of differing trading and investment strategies or constraints, positions may be taken by directors, officers and employees of the Company and the Adviser that are the same, different, or made at a different time than positions taken for the Fund. In order to mitigate the possibility that the Fund will be adversely affected by this personal trading, both the Company and the Adviser have advised that they have adopted a separate code of ethics (collectively, the “Codes of Ethics”), in each case in compliance with Section 17(j) of the 1940 Act, that restrict securities trading in the personal accounts of investment professionals and others who normally come into possession of information regarding the Fund’s portfolio transactions. The Codes of Ethics 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 1-202-551-8090. The Codes of Ethics are also available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov and copies of the Codes of Ethics may be obtained, after paying a duplicating fee, by e-mail at [email protected] or by writing the SEC’s Public Reference Section, 100 F Street, N.E.,Washington, D.C. 20549.

GM Affiliates will not knowingly purchase securities or other property from, or sell securities or other property to, the Fund, except that the Fund may engage in transactions with accounts that are affiliated with the Company solely because they are advised by a GM Affiliate or because they have common officers, directors or managing members. These transactions would be effected in circumstances where the Adviser has determined that it would be appropriate for the Fund to purchase and a GM Account to sell, or the Fund to sell and a GM Account to purchase, the same security or instrument on the same day. All such purchases and sales will be made pursuant to procedures adopted by the Company pursuant to Rule 17a-7 under the 1940 Act. Currently, there are no affiliated broker-dealers of General Motors that act as broker for the Fund or the Investment Funds in effecting securities transactions.

BROKERAGE.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Securities transactions on U.S. stock exchanges and on some foreign stock exchanges involve the payment of negotiated brokerage commissions. 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. On many foreign stock exchanges, commissions are fixed.

While the Adviser generally considers the brokerage selection process of an Investment Manager as a factor in determining whether to invest in its Investment Fund or to place assets with it in a managed account, the Adviser does not directly select brokers or dealers for Fund or Investment Fund transactions. Rather, each Investment Manager is directly responsible for placing orders for the execution of securities transactions and the allocation of brokerage for the Investment Fund or account it manages. Generally, the Adviser expects that an Investment Manager, in selecting brokers and dealers to effect transactions on behalf of its Investment Fund or managed account, will seek to obtain the best price and execution for the transactions, taking into account factors such as price, size of order, difficulty of execution, operational facilities of a brokerage firm and the firm’s risk in positioning a block of securities.

Each Investment Manager (including Subadvisers) generally describes the brokerage practices followed in offering materials or organizational documents or in agreements with the Fund. There can be no guarantee or assurance that an Investment Manager (including a Subadviser) will adhere to its stated brokerage selection process or policies for securities transactions. In addition, some Investment Managers may have policies that permit the selection of brokers on a basis other than that outlined in this Confidential Memorandum and may receive products and/or services other than those referred to below, including those benefiting the Investment Manager rather than its Investment Fund or the Fund.

An Investment Manager (including a Subadviser) may place brokerage orders with brokers that provide the Investment Manager and its affiliates with a variety of services and information, including: (i) supplemental research, market and statistical information, advice as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability of securities or purchasers or sellers of securities and (ii) analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts. The Investment Manager or its affiliates may use these services and information to provide services to clients other than an Investment Fund or managed account of the Fund. Similarly, the Investment Manager may use services and/or information received as a result of other client securities transactions in providing services to an Investment Fund or managed account of the Fund. In many cases, the Investment Manager will not necessarily pay the lowest commissions available on securities transactions.

ADMINISTRATOR.

The Fund has retained the Administrator to provide certain administrative and investor services to the Fund. Under the terms of an administration, accounting and investor services agreement entered into between the Fund and the Administrator (the “Administration Agreement”), the Administrator is responsible, directly or through its agents for, among other things: (i) maintaining a list of Members and generally performing actions related to the issuance, repurchase and transfer of Interests, if any, (ii) computing and disseminating the net asset value of the Fund in accordance with the Company Agreement, (iii) preparing for review the annual financial statements of the Fund, as well as quarterly reports regarding the Fund’s performance and net asset value; (iv) assisting with regulatory compliance, the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document coordination of Board of Managers meetings and other regulatory administration matters; and (v) performing additional administration, accounting and investor services necessary in connection with the administration of the Fund. The Administrator may retain third parties, including its affiliates or those of the Adviser, to perform some or all of these services.

The Administrator is paid a monthly administration fee (the “Administration Fee”) that is not expected to exceed .04% (on an annualized basis) of the Fund’s average net assets, subject to a monthly minimum Administration Fee of $14,583. For the Fund’s fiscal year ended March 31, 2008, the Administrator earned total fees of $788,025 from the Fund. The Administration Fee and other fees under the Administration Agreement may be renegotiated from time to time by the parties. The Administration Agreement may be terminated at any time by either of the parties upon not less than 60 days’ written notice.

The Administration Agreement provides that the Administrator, subject to certain limitations, will not be liable to the Fund or to Members for any and all liabilities or expenses, except those arising out of the gross negligence, willful misconduct or a failure to act in good faith on the part of the Administrator. In addition, under the Administration Agreement, the Fund will indemnify the Administrator from and against any and all liabilities and expenses whatsoever arising out of actions of the Fund (or its affiliates) that constitute gross negligence or willful misconduct, except to the extent that such liability and expense is caused by the Administrator’s own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under the Administration Agreement.

ALLOCATION OF ANNUAL EXCESS INVESTMENT CAPACITY.

In allocating the Fund's annual investment capacity when the Fund is oversubscribed, the Fund allocates 80% of such capacity to existing shareholders on a pro rata basis and 20% to new investors. This allocation policy is designed to balance existing shareholders' interests in expanding their capital investments in the Fund with the Fund's need to create a stable capital base and to insulate itself from regulatory issues that could emerge if the employee benefit plans of one employer constituted its sole shareholder.

REDEMPTIONS, REPURCHASES OF INTERESTS AND TRANSFERS.

NO RIGHT OF REDEMPTION

No Member or other person holding an Interest will have the right to require the Fund to redeem that 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 tender offers that may be made from time to time by the Fund. Any transfer of Interests in violation of the Fund's Company Agreement, which requires prior written approval of any transfer by the Board in its sole and absolute discretion, will not be permitted and will be void. Consequently, investors may not be able to liquidate their investment other than as a result of repurchases of Interests by the Fund as described below.

REPURCHASES OF INTERESTS

The Board of Managers may, from time to time and in its sole discretion, determine to cause the Fund to repurchase Interests from Members pursuant to written tenders by Members at such times and on such terms and conditions (including the amount of Interests to be repurchased, which may be less than all of the outstanding Interests) as it may

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document determine. Generally, these will be offers to repurchase an aggregate specified dollar amount of outstanding Interests.

If the Board of Managers determines to limit the total amount of Interests subject to a repurchase offer, and the total amount of Interests tendered by Members for repurchase exceeds such amount, the Interests will be redeemed on a pro rata basis. In determining whether the Fund should offer to repurchase Interests from Members, the Board of Managers will consider the recommendation of the Adviser. The Board of Managers will not cause the Fund to offer to repurchase Interests on more than four occasions during any one fiscal year unless it has been advised by counsel that such more frequent offers will not result in any adverse tax consequences to the Fund. The Fund has made one repurchase offer since its inception. The Board of Managers will also consider the following factors, among others, in making a determination to effect such an offer:

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

o the liquidity of the Fund’s assets (including fees and costs associated with withdrawing from Investment Funds and/or disposing of assets managed by Subadvisers);

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

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

o the history of the Fund in repurchasing Interests;

o the availability of information as to the value of the Fund’s interests in Investment Funds and managed accounts;

o the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs; and

o the anticipated tax consequences of any proposed repurchases of Interests.

If the Board of Managers determines that the Fund should offer to repurchase Interests from Members, the Fund will do so pursuant to written tenders on terms and conditions that the Board of Managers determines to be fair to the Fund and to all Members or to one or more classes of Members, as applicable. The value of a Member’s Interest that is being repurchased is equal to the value as of the Valuation Date (as defined below) of the Member’s capital account attributable to such Interest, after giving effect to all allocations that are made as of such date. If the interval between date of purchase of any 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 4% redemption fee payable to the Fund except to the extent waived or reduced by the Fund. In determining whether the repurchase of Interests is subject to a redemption fee, the Fund will seek to redeem those amounts held the longest first. When the Board of Managers determines that the Fund shall repurchase Interests, notice will be provided to Members describing the terms thereof, containing certain information Members should consider in deciding whether to participate in the repurchase opportunity and containing information on how to participate. Members who are deciding whether to tender

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document their Interests during the period that a repurchase offer is open may ascertain the net asset value of their Interests by contacting the Adviser during the period.

There can be no assurance that the Adviser will recommend to the Board of Managers that the Fund offer to repurchase Interests from Members at any time or from time to time or that the Board of Managers will act in accordance with this recommendation. However, the Company Agreement provides that the Fund shall be dissolved if more than 2 ¼ years elapse between the Expiration Date (as defined below) with respect to a Member’s binding offer of tender to the Fund of all of such Member’s Interests and the Valuation Date with respect to the repurchase by the Fund of the last of such Member’s Interests. A Member who intends to cause the Fund to be dissolved must so indicate in a separate written request submitted within the applicable 2 ¼ -year period.

Repurchases of Interests from Members by the Fund may be made in the discretion of the Fund and may be paid: (i) in cash (ii) by the distribution of securities in-kind or (iii) partly in cash and partly in-kind. Under certain circumstances, the Fund may pay Members for repurchased Interests with the securities of Investment Funds or securities held in a managed account or by the Fund directly. However, the Fund does not expect to distribute securities in-kind, except in the event that the Board of Managers determines that making a cash payment could result in a material adverse effect on the Fund or on Members not tendering Interests for repurchase. Repurchases will be effective after receipt and acceptance by the Fund of all eligible written tenders of Interests from Members. Any in-kind distribution of securities will be valued in accordance with the Company Agreement and will be distributed to all tendering Members on a proportional basis. The ability of the Fund to make in-kind distributions of securities may be limited by restrictions imposed by the Investment Funds or managed accounts, including any restrictions as to the types of investors qualified to hold interests in Investment Funds. In addition, a Member’s ability to liquidate any securities distributed in-kind may be restricted by resale limitations imposed by the Investment Funds, or by the issuers of securities in the case of in-kind distributions of securities of issuers managed by Subadvisers.

REPURCHASE PROCEDURES

Due to liquidity restraints associated with the Fund’s investments in Investment Funds and managed accounts and the fact that the Fund may have to effect withdrawals from those funds or accounts to pay for Interests being repurchased, the Fund presently expects to employ the following repurchase procedures.

In the event the Fund tenders to repurchase Interests, the Fund will deliver a notice (the “Repurchase Notice”) to each Member describing the terms of the tender offer. A Member choosing to tender an Interest for repurchase is asked to provide a written non-binding notification to the Fund (the “Notification”) by the date specified in the Repurchase Notice, which generally will be 60 calendar days before the date on which Interests are to be repurchased (the “Valuation Date”), provided that the Notification shall become a binding offer of tender if not withdrawn by the Member by written notice to the Fund received by it on or before the Expiration Date (as defined below). The Repurchase Notice will specify the date (the “Expiration Date”) by which the Member must tender an Interest for repurchase. The Expiration Date will be no less than thirty (30), and no more than forty-five (45), calendar days before the Valuation Date. Promptly after the Expiration Date, the Fund will determine the extent, if any, to which tendered Interests will be repurchased and will so advise each tendering Member. No more than forty-five (45) days after the Valuation Date,

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the Fund will give to each Member whose Interest is being repurchased: (i) cash or a promissory note (the “Valuation Date Note”), which will be non-interest bearing and non- transferable, in an amount equal to such percentage, as may be determined by the Fund, of the estimated unaudited net asset value of the Interest repurchased by the Fund determined as of the Valuation Date of such repurchase (which amount shall be reduced by the full amount of any redemption fee with respect to such Interest) (the “Initial Payment”) and (ii) if determined to be appropriate by the Fund or if the Initial Payment is less than one hundred percent (100%) of the estimated unaudited net asset value, an additional promissory note, which will be non-interest bearing and non-transferable, entitling the holder thereof to a contingent payment equal to the excess, if any, of (A) the net asset value of the Interest repurchased by the Fund as of the Valuation Date, determined based on the audited financial statements of the Company for the fiscal year in which such repurchase was effective, less any applicable redemption fee over (B) the Initial Payment.

Any Valuation Date Note shall be due and payable not more than forty-five (45) days after the Valuation Date or, if the Fund has requested withdrawal of its capital from any Investment Funds or managed accounts in order to fund the repurchase of Interests, ten (10) business days after the Fund has received at least ninety percent (90%) of the aggregate amount withdrawn by the Fund from such Investment Funds and managed accounts. All repurchases of Interests shall be subject to any and all conditions as the Board of Managers may impose in its sole discretion. The amount due to any Member whose Interest or portion thereof is repurchased shall be equal to the value of such Member’s Capital Account or portion thereof, as applicable, as of the Valuation Date, after giving effect to all allocations to be made to such Member’s Capital Account as of such date including any applicable repurchase penalty. (See “Investment Considerations – Additional Risk Factors – Repurchase Risks”)

Notwithstanding anything in the foregoing to the contrary, the Board of Managers, in its discretion, may pay all or any portion of the repurchase price (including payment on any Valuation Date Note or additional promissory note) by an in-kind distribution of securities valued as of the Valuation Date in accordance with the Company Agreement.

Repurchases of Interests by the Fund are subject to certain regulatory requirements imposed by SEC rules. The Fund believes that the repurchase procedures described above and as set forth in the Fund’s Repurchase Policies and Procedures comply with these requirements and will administer the procedures described above and in its Repurchase Policies and Procedures in accordance with SEC rules regarding issuer repurchase offers, including the obligation of prompt delivery. However, if modification of the Fund’s repurchase procedures is deemed necessary to comply with regulatory requirements or otherwise is deemed appropriate by the Board of Managers, the Board of Managers will adopt revised procedures in response thereto.

Upon its acceptance of tendered Interests for repurchase, the Fund will maintain daily on its books a segregated account consisting of: (i) cash, (ii) liquid securities and/or (iii) interests in Investment Funds or managed accounts that the Fund has requested be withdrawn (or any combination of the foregoing) in an amount equal to the aggregate estimated unpaid dollar amount of the Valuation Date Notes issued to Members tendering Interests.

Payment for repurchased Interests may require the Fund to liquidate portfolio holdings earlier than the Adviser would otherwise liquidate these holdings, potentially resulting in losses and redemption charges, and may increase the Fund’s portfolio turnover.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document A Member who tenders for repurchase only a portion of such Member’s Interest will be required to maintain a capital account balance of at least $10 million. If a Member tenders an amount that would cause the Member’s capital account balance to fall below the required minimum, the Fund reserves the right to reduce the amount to be repurchased from such Member so that the required minimum balance is maintained. Additionally, the Fund reserves the right to reduce or waive the minimum capital account balance.

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.

MANDATORY REPURCHASE BY A FUND

The Fund may repurchase an Interest or portion thereof of a Member or any person acquiring an Interest or portion thereof from or through a Member in the event that the Board of Managers determines in its sole discretion that:

o an attempt has been made to transfer the Interest or a portion thereof in violation of the transfer restrictions specified herein or in the Company Agreement;

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

o ownership of the Interest by a Member or other person may cause the Fund to be in violation of, or require registration of any Interest or portion thereof under, or subject the Fund to additional registration or regulation under, the securities, commodities or other laws of the U.S. or any other relevant jurisdiction;

o continued ownership of the Interest may be harmful or injurious to the business or reputation of the Fund, the Board of Managers, the Adviser or any GM Affiliate, or may subject the Fund or any Members to an undue risk of adverse tax or other consequences;

o 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

o it would be in the best interests of the Fund for the Fund to repurchase the Interest or a portion thereof.

If the Adviser or another GM Affiliate holds an Interest in its capacity as a Member, such Interest, or a portion thereof, may be tendered for repurchase in connection with any repurchase offer made by the Fund.

TRANSFERS OF INTERESTS

No person shall become a substituted Member without the written consent of the Board of Managers, which consent may be withheld for any reason in its sole discretion. Interests held by Members may be transferred only: (i) by operation of law pursuant to the death,

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document dissolution, divorce, bankruptcy, insolvency or incompetency of a Member or (ii) under certain limited circumstances, with the written consent of the Board of Managers (which may be withheld in its sole discretion and is expected to be granted, if at all, only under extenuating circumstances). The Board of Managers generally will not consent to a transfer unless the following conditions are met: (i) the transferring Member has been a Member for at least six months, (ii) the proposed transfer is to be made on the Valuation Date with respect to an offer by the Company to repurchase Interests and (iii) the transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g., certain transfers to affiliates, gifts and contributions to family entities), (B) to members of the transferring Member’s immediate family (siblings, spouse, parents and children) or (C) a distribution from a qualified retirement plan or an individual retirement account, unless the Board of Managers determines in its sole discretion that the transfer could cause the Fund to be treated as a “publicly traded partnership” taxable as a corporation.

Notice to the Fund of any proposed transfer must include evidence satisfactory to the Board of Managers that the proposed transfer is exempt from registration under the 1933 Act and that the proposed transferee meets any requirements imposed by the Fund with respect to investor eligibility and suitability and must be accompanied by a properly completed subscription agreement. A Member who transfers an Interest may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Fund in connection with the transfer. In connection with any request to transfer an Interest, the Board of Managers may require that the Member requesting the transfer obtain, at such Member’s expense, an opinion of counsel selected by the Board of Managers as to such matters as the Board may reasonably request.

Any transferee that acquires an Interest in the Fund by operation of law as the result of the death, dissolution, divorce, bankruptcy, or incompetency of a Member or otherwise as determined by the Board of Managers in its sole discretion shall be entitled to the allocations and distributions allocable to the Interest so acquired, to transfer the Interest in accordance with the terms of the Company Agreement, and to tender the Interest for repurchase by the Fund, but shall not be entitled to the other rights of a Member unless and until the transferee becomes a substituted Member as provided in the Company Agreement. If a Member transfers an Interest or portion thereof with the approval of the Board of Managers, the Fund shall promptly take all necessary actions so that each transferee or successor to whom the Interest or portion thereof is transferred is admitted to the Fund as a Member.

By subscribing for an Interest, each Member agrees to indemnify and hold harmless the Company, the Board of Managers, the Fund, the Adviser, 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 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 any transfer made by that Member in violation of these provisions or any misrepresentation made by that Member in connection with any such transfer.

IV. INVESTMENT CONSIDERATIONS

THE FUND’S INVESTMENT PROGRAM IS SPECULATIVE AND ENTAILS SUBSTANTIAL RISKS. THERE CAN BE NO ASSURANCE THAT THE FUND’S OR

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ANY OF THE INVESTMENT FUNDS’ INVESTMENT OBJECTIVES WILL BE ACHIEVED OR THAT THEIR INVESTMENT PROGRAMS WILL BE SUCCESSFUL. IN PARTICULAR, EACH INVESTMENT MANAGER’S USE OF LEVERAGE, SHORT SALES AND DERIVATIVE TRANSACTIONS, AND 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 COULD LOSE SOME OR ALL OF THEIR INVESTMENT.

IN ADDITION, THE FUND IS INTENDED FOR INVESTORS INVESTING THROUGH TAX-EXEMPT STRUCTURES. SINCE THE FUND INVESTS SUBSTANTIALLY ALL ITS ASSETS IN FOREIGN INVESTMENT FUNDS, THERE MAY BE SIGNIFICANT NEGATIVE TAX CONSEQUENCES TO TAXABLE INVESTORS INVESTING IN THE FUND. THEREFORE, IT IS NOT RECOMMENDED THAT TAXABLE INVESTORS INVEST IN THE FUND.

TYPES OF INVESTMENTS AND RELATED RISK FACTORS.

GENERAL

This section discusses the types of investments that generally may be made by the Investment Managers and the related risk factors with respect to such investments. The impact of a particular risk on an Investment Fund or managed account managed by an Investment Manager will, in turn, have a corresponding impact on the Fund.

Each trading strategy utilized by the Investment Managers, even one that is “market neutral” or “non-directional,” involves some, and occasionally a significant degree of, market risk. Market risk is the risk of potential adverse changes to the value of financial instruments and their derivatives because of changes in market conditions like interest and currency-rate movements and volatility in commodity or security prices. The profitability of the Investment Funds and managed accounts and, consequently, the Fund, depends, in part, upon the Investment Managers correctly assessing future price movements of securities and other financial instruments. The Fund cannot assure any Member that the Investment Managers will accurately predict these price movements.

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

All securities investments risk the loss of capital. The value of the Fund’s total net assets should be expected to fluctuate based on the fluctuation in the value of the Investment Funds

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document and managed accounts in which it invests. To the extent that the portfolio of an Investment Manager is concentrated such as in securities of a single issuer or issuers in a single industry, the risk of any investment decision is increased. An Investment Manager’s use of leverage is likely to cause the value of the Investment Manager’s portfolio to appreciate or depreciate at a greater rate than if leverage were not used.

When the Fund invests in Investment Funds, the Adviser has no control of the trading policies or strategies of such entities and does not have the same ability to react quickly to changing investment circumstances due to the limited liquidity of these types of investments. Investing in the Fund involves other risks, including the following:

· Investments in Investment Funds entail a high degree of risk. It is possible that the Fund could lose all or part of its investment in an Investment Fund, which would directly and adversely affect the Fund's performance.

· The Investment Funds generally are not registered as investment companies under the 1940 Act, and the Fund does not have the benefit of the protections afforded by the 1940 Act to investors in registered investment companies. Although the Adviser periodically receives information from each Investment Fund regarding its investment performance and investment strategy, the Adviser may have little or no means of independently verifying this information. Investment Funds typically are not contractually or otherwise obligated to inform their investors, including the Fund, of details surrounding proprietary investment strategies or positions. In addition, the Fund and the Adviser have no control over the Investment Funds' investment management, brokerage, custodial arrangements or operations and must rely on the experience and competency of each Investment Fund in these areas. The performance of the Fund is dependent on the success of the Adviser in selecting Investment Funds.

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

· Investment decisions of the Investment Funds are made by the Investment Managers independently of each other. Consequently, at any particular time, one Investment Fund may be purchasing interests in an issuer that at the same time are being sold by another Investment Fund. Investing by Investment Fund in this manner could cause the Fund to indirectly incur certain transaction costs without accomplishing any net investment result. Possible lack of transparency regarding such Investment Fund positions may lead to lack of intended diversification in the Fund.

Investment Managers’ investment portfolios may include long and short positions in common stocks, preferred stocks and convertible securities of U.S. and foreign issuers. Investment Managers also may invest in depository receipts relating to foreign securities. (See “Foreign Securities”) Equity securities fluctuate in value, often based on factors unrelated to the value of the issuer of the securities, and such fluctuations can be pronounced.

Investment Managers may invest in equity securities without restriction as to market capitalization, such as those issued by smaller capitalization companies, including micro-cap companies. The prices of the securities of smaller companies may be subject to more abrupt or erratic market movements than larger, more established companies because these securities typically are traded in lower volume and the issuers typically are more subject to changes in earnings and prospects. Investment Managers may purchase securities in private transactions and in all available securities trading markets, including initial public offerings and the aftermarket.

An Investment Manager’s investment in equity securities may include securities that are listed on securities exchanges as well as unlisted securities that are traded over-the-counter. Equity securities of companies traded over-the-counter may not be traded in the volumes typically found on a national securities exchange. Consequently, an Investment Manager may be required to dispose of these securities over a longer (and potentially less favorable) period of time than is required to dispose of the securities of listed companies.

BONDS AND OTHER FIXED-INCOME SECURITIES

Investment Managers may invest in bonds and other fixed-income securities. Investment Managers will invest in these securities when they offer opportunities for capital appreciation and may also invest in these securities for temporary defensive purposes or to maintain liquidity.

Fixed-income securities include, among other securities: (i) bonds, notes and debentures issued by corporations, (ii) debt securities issued or guaranteed by the U.S. Government, one of its agencies or instrumentalities (“U.S. Government Securities”) or a foreign government, (iii) municipal securities and (iv) mortgage-backed and asset-backed securities. These securities may pay fixed, variable or floating rates of interest and may include zero coupon obligations. Fixed-income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness or financial condition of the issuer, and general market liquidity (i.e., market risk).

Investment Managers may invest in both investment grade and non-investment grade debt securities, including those of companies that are experiencing significant financial or business difficulties (“distressed securities”). Investment grade debt securities are securities that have received a rating from at least one nationally recognized statistical rating organization (“NRSRO”) in one of the four highest rating categories or, if not rated by any NRSRO, have been determined by the Investment Manager to be of comparable quality. Non-investment grade debt securities (sometimes called “junk bonds”) are securities that have received a rating from a NRSRO below investment grade or have been given no rating, and are considered by the NRSRO to be predominantly speculative with respect to the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document issuer’s capacity to pay interest and repay principal. Non-investment grade debt securities in the lowest rating categories or which are unrated may involve a substantial risk of default or may be in default. Adverse changes in economic conditions or developments regarding the individual issuer are more likely to cause price volatility and weaken the capacity of the issuers of non-investment grade debt securities to make principal and interest payments than is the case for higher grade debt securities. An economic downturn affecting an issuer of non- investment grade debt securities may result in an increased incidence of default. In addition, the market for lower grade debt securities may be thinner and less liquid than for higher- grade debt securities.

An investment in distressed securities involves substantial risks. Any one or all of the companies in which an Investment Fund or managed account may invest may be unsuccessful or may not show any return for a considerable period of time. In any reorganization or liquidation proceeding relating to a portfolio company, the Investment Fund or managed account may lose its entire investment or may be required to accept cash or securities with a value below the Investment Fund’s or managed account’s original investment. Under these circumstances, the return generated from the investment may not adequately compensate the Fund for the risks assumed.

FOREIGN INVESTMENT FUNDS

The Fund expects to invest substantially in Foreign Investment Funds. The Fund may not have the same rights, privileges or protections if it invested in domestic Investment Funds. Such investments may expose the Fund to: reduced governmental regulation and supervision; the unavailability of financial information regarding the Investment Fund; the difficulty of interpreting financial information about the Foreign Investment Funds prepared under foreign accounting standards; and difficulties in invoking legal process abroad and enforcing contractual obligations. In addition, a Foreign Investment Fund may experience: the possibility of expropriation or nationalization of the assets; the imposition of withholding and other taxes; adverse political, social or diplomatic developments; and limitations on the movement of funds or other assets of an Investment Fund between different countries. In addition to the above listed risks, a Foreign Investment Fund may also incur costs in connection with conversion between various currencies. These possible occurrences could jeopardize the Investment Fund’s ability to operate.

FOREIGN SECURITIES

Investment Managers may invest in securities of foreign issuers and in depositary receipts or shares (of both a sponsored and non-sponsored nature), such as American Depositary Receipts, American Depositary Shares, Global Depositary Receipts or Global Depositary Shares, that represent indirect interests in securities of foreign issuers. Sponsored depositary receipts are typically created jointly by a foreign private issuer and a depositary. Non- sponsored depositary receipts are created without the active participation of the foreign private issuer of the deposited securities. As a result, non-sponsored depositary receipts may be viewed as riskier than depositary receipts of a sponsored nature. Foreign securities in which Investment Managers may invest may be listed on foreign securities exchanges or traded in foreign over-the-counter markets.

Foreign securities markets generally are not as developed or efficient as those in the U.S. Securities of some foreign issuers are less liquid and more volatile than securities of comparable U.S. issuers. Similarly, volume and liquidity in most foreign securities markets

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document are less than in the U.S. and, at times, volatility of price can be greater than in the U.S. Investments in foreign securities are affected by risk factors generally not thought to be present in the U.S. These factors include, but are not limited to, the following: varying custody, brokerage and settlement practices; difficulty in pricing of securities; less public information about issuers of foreign securities; less governmental regulation and supervision over the issuance and trading of securities than in the U.S.; the unavailability of financial information regarding the foreign issuer or the difficulty of interpreting financial information prepared under foreign accounting standards; less liquidity and more volatility in foreign securities markets; the possibility of expropriation or nationalization; the imposition of withholding and other taxes; adverse political, social or diplomatic developments; limitations on the movement of funds or other assets of an Investment Fund or managed account between different countries; difficulties in invoking legal process abroad and enforcing contractual obligations; and the difficulty of assessing economic trends in foreign countries. Moreover, governmental issuers of foreign securities may be unwilling to repay principal and interest due and may require that the conditions for payment be renegotiated. Investing in foreign securities also involves higher brokerage and custodian expenses than does investing in domestic securities.

Other risks of investing in foreign securities include changes in currency exchange rates (in the case of securities that are not denominated in U.S. dollars) and currency exchange control regulations or other foreign or U.S. laws or restrictions, or devaluations of foreign currencies. For example, a decline in the exchange rate would reduce the value of certain of an Investment Fund’s or a managed account’s foreign currency denominated portfolio securities irrespective of the performance of the underlying investment. In addition, an Investment Fund or managed account may incur costs in connection with conversion between various currencies.

The foregoing risks may be greater in emerging industrialized and less developed countries. Risks particularly relevant to emerging markets may include higher dependence on exports and the corresponding importance of international trade, greater risk of inflation, greater controls on foreign investment and limitations on repatriation of invested capital, increased likelihood of government involvement in and control over the economies, governmental decisions to cease support of economic reform programs or to impose centrally planned economies, and less developed corporate laws regarding fiduciary duties of officers and directors and protection of investors. Developing countries have economic structures that are generally less diverse and mature, and political systems that are less stable, than those of developed countries. The markets of developing countries may be more volatile than the markets of more mature economies. However, these markets may provide higher rates of return to investors. Many developing countries providing investment opportunities for the Investment Managers have experienced substantial, and in some instances extremely high, rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, adverse effects on the economies and securities markets of certain of these countries.

FOREIGN CURRENCY TRANSACTIONS

An Investment Manager may enter into forward currency exchange contracts (“forward contracts”) for both hedging purposes and non-hedging purposes to pursue its investment objective. Forward contracts are transactions involving an Investment Fund’s or managed account’s obligation to purchase or sell a specific currency at a future date at a specified price. Forward contracts may be used by an Investment Manager for hedging purposes to

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document protect against uncertainty in the level of future foreign currency exchange rates, such as when an Investment Manager anticipates purchasing or selling a foreign security. This technique would allow the Investment Manager to “lock in” the U.S. dollar price of the security. Forward contracts may also be used to attempt to protect the value of existing holdings of foreign securities. There may, however, be imperfect correlation between an Investment Manager’s foreign securities holdings and the forward contracts entered into with respect to those holdings. There is no requirement that Investment Managers hedge all or any portion of an Investment Fund’s or managed account’s exposure to foreign currency risks, and there can be no assurance that hedging techniques will be successful if used. Forward contracts may also be used for non-hedging purposes to pursue an Investment Fund’s or managed account’s investment objective, such as when an Investment Manager anticipates that particular foreign currencies will appreciate or depreciate in value, even though securities denominated in those currencies are not then held in the Investment Fund’s or managed account’s investment portfolio.

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 or managed account 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 or managed account contracted to receive in the exchange. An Investment Manager’s success in these transactions may depend in part on its ability to predict accurately the future exchange rates between foreign currencies and the U.S. dollar.

NON-DIVERSIFIED STATUS

Because the Fund is a “non-diversified” investment company, there are no limitations imposed by the 1940 Act on the percentage of the Fund’s assets that may be invested in the securities of any one issuer (except registered investment companies). Because a relatively high percentage of the Fund’s assets may be invested in the securities of a limited number of issuers, the Fund’s portfolio may be more sensitive to changes in the market value of a single issuer.

LEVERAGE

Some or all of the Investment Managers may make margin purchases of securities and, in that regard, borrow money from brokers and banks for investment purposes. This practice, known as “leverage,” is a speculative investment technique and involves certain risks. The Fund may also borrow money, including for temporary or emergency purposes or in connection with the repurchase of Interests. Such borrowing may result in greater fluctuation in the Fund’s net asset value until the borrowing is repaid.

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. Borrowings to purchase equity securities typically will be secured by the pledge of those securities. The financing of securities purchases may also be effected through reverse repurchase agreements with banks, brokers and other financial institutions. (See “Reverse Repurchase Agreements”)

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Although leverage will increase investment return if an Investment Fund or managed account earns a greater return on the investments purchased with borrowed funds than it pays for the use of those funds, the use of leverage will decrease investment return if an Investment Fund or managed account fails to earn as much on investments purchased with borrowed funds as it pays for the use of those funds. The use of leverage can therefore magnify the volatility of changes in the value of an investment. If an equity or debt instrument declines in value, the Investment Fund or managed account holding such instrument could be subject to a “margin call” or “collateral call,” pursuant to which such Investment Fund or managed account must either deposit additional collateral for the benefit of 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 or managed account’s assets, the Investment Manager might not be able to liquidate assets quickly enough to pay off its borrowing. Money borrowed for leveraging will be subject to interest costs that may or may not be recovered by return on the securities purchased. The Investment Manager also may be required to maintain minimum average balances in connection with its borrowings or to pay a commitment or other fee to maintain a line of credit, which, in either case, would increase the cost of borrowing over the stated interest rate.

The 1940 Act requires, with certain exceptions, that an investment company satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the investment company incurs the indebtedness (the “Asset Coverage Requirement”). This means that, subject to these exceptions, the value of the investment company’s total indebtedness may not exceed one-third (1/3) the value of its total assets (including such indebtedness). These limits do not apply to Investment Funds not managed by Subadvisers 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 Interests may be great.

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

SHORT SALES

Some or all of the Investment Managers may attempt to limit an Investment Fund’s or managed account’s exposure to a possible market decline in the value of its portfolio securities through short sales of securities that the Investment Manager believes possess volatility characteristics similar to those being hedged. In addition, the Investment Managers may use short sales for non-hedging purposes to pursue their investment objectives. For example, an Investment Fund or managed account may “short” a security of a company if, in the Investment Manager’s view, the security is over-valued in relation to the issuer’s prospects for earnings growth or is likely to decline in price or underperform a security in which the Investment Manager has a long position.

To affect a short sale, the Investment Manager will borrow a security from a brokerage firm or other permissible financial intermediary to make delivery to the buyer. The Investment Fund or managed account is then obligated to replace the borrowed security by purchasing it at the market price at the time of replacement. The price at such time may be

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document more or less than the price at which the security was sold by the Investment Manager, which would result in a loss or gain, respectively. These techniques are speculative and, in certain circumstances, can substantially increase the impact of adverse price movements on an Investment Fund’s or managed account’s portfolio. A short sale of a security involves the risk of an unlimited increase in the market price of the security that could result in an inability to cover the short position and, thus, a theoretically unlimited loss. There can be no assurance that securities necessary to cover a short position will be available for purchase.

An Investment Fund or managed account may also make short sales against-the-box, in which it sells short securities it owns or has the right to obtain without payment of additional consideration. If a Subadviser makes a short sale against-the-box, it will be required to set aside securities equivalent in kind and amount to the securities sold short (or securities convertible or exchangeable into those securities) and will be required to hold those securities while the short sale is outstanding. Accordingly, the segregation of a large portion of the Investment Fund’s or managed account’s assets to collateralize or “cover” its short positions could impede portfolio management or the Investment Fund’s or managed account’s ability to meet redemption requests or other current obligations, including margin calls, without liquidating short positions. An Investment Fund or managed account will incur transaction costs, including interest expenses, in connection with opening, maintaining and closing short sales against-the-box. If the Investment Fund or managed account is required to liquidate short positions to meet redemption requests, this may result in additional costs to the Investment Fund or managed account and may lower the Investment Fund’s or managed account’s performance.

REVERSE REPURCHASE AGREEMENTS

Reverse repurchase agreements involve the sale of a security by an Investment Fund or managed account to a bank or securities dealer and the Investment Fund’s or managed account’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 or managed account. Reverse repurchase transactions are a form of leverage that may also increase the volatility of an Investment Fund’s or managed account’s investment portfolio.

MONEY MARKET INSTRUMENTS

Each Investment Manager may invest, for defensive purposes or otherwise, some or all of an Investment Fund’s or managed account’s assets in high quality fixed-income securities, money market instruments and money market mutual funds, or hold cash or cash equivalents in such amounts as the Investment Manager deems appropriate under the circumstances. Pending allocation of offering proceeds and thereafter, from time to time, the Fund also may so invest its assets or hold cash or cash equivalents.

PURCHASING INITIAL PUBLIC OFFERINGS

An Investment Manager may purchase securities of companies in initial public offerings (including “hot issues”) 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 Interests. The

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document limited number of shares available for trading in some initial public offerings may make it more difficult for an Investment Fund or a managed account 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 that 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 prospect of achieving them.

SPECIAL INVESTMENT INSTRUMENTS AND TECHNIQUES

The Investment Managers may utilize a variety of special investment instruments and techniques to hedge the portfolios of the Investment Funds and managed accounts 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 or managed account’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 these special investment instruments and techniques may be speculative and involve a high degree of risk, particularly in the context of non-hedging transactions.

Derivatives. Some or all of the Investment Managers may invest in, or enter into transactions relating to, derivatives (“Derivatives”). Derivatives are financial instruments that derive their performance, at least in part, from the performance of an underlying asset, index or interest rate. Derivatives can be volatile and involve various types and degrees of risk, depending upon the characteristics of the particular Derivative and the portfolio as a whole. Derivatives permit an Investment Manager to increase or decrease the level of risk of an investment portfolio or change the character of the risk to which an investment portfolio is exposed, in much the same way as the Investment Manager can increase or decrease the level of risk, or change the character of the risk, of an investment portfolio by making investments in specific securities.

Derivatives may entail investment exposures that are greater than their cost would suggest, meaning that a small investment in Derivatives could have a large potential impact on an Investment Fund’s or managed account’s performance.

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

Certain types of Derivatives in which an Investment Manager or managed account may invest are described below.

Options and Futures. The Investment Managers may utilize options and futures contracts. They also may use so-called “synthetic” options or other derivative instruments written by broker-dealers or other permissible financial intermediaries. Options transactions may be effected on securities exchanges or in the over-the-counter market. When options are

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document purchased over-the-counter, the Investment Fund’s or managed account’s portfolio bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Such options may also be illiquid and, in such cases, an Investment Manager may have difficulty closing out its position. Over-the-counter options purchased and sold by the Investment Managers also may include options on baskets of specific securities.

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

An Investment Manager may close out a position when writing options by purchasing an option on the same security with the same exercise price and expiration date as the option that it has previously written on the security. An Investment Fund or managed account will realize a profit or loss if the amount paid to purchase an option is less or more, as the case may be, than the amount received from the sale thereof. To close out a position as a purchaser of an option, an Investment Manager would ordinarily make a similar “closing sale transaction,” which involves liquidating the Investment Fund’s or managed account’s position by selling the option previously purchased although the Investment Manager would be entitled to exercise the option should it deem it advantageous to do so.

When the Fund makes an indirect investment in an Investment Fund by investing in a structured note, swap or other contract intended to pay a return approximating the total return of such Investment Fund, such investment by the Fund may be subject to the additional regulations that may be applicable to these types of specialized instruments.

An Investment Fund’s or managed account’s use of Derivatives that are subject to regulation by the Commodity Futures Trading Commission (the “CFTC”) could cause the Fund to be a commodity pool, which would require that the Fund comply with certain rules of the CFTC. However, the Fund intends to conduct its operations in a manner that does not require regulation as a commodity pool. In this regard, the Fund’s pro rata share of the sum of the amount of initial margin deposits on futures contracts entered into by the Investment Funds and managed accounts and premiums paid for unexpired options with respect to such contracts, other than for bona fide hedging purposes, may not exceed 5% of the liquidation value of the Fund’s assets, after taking into account unrealized profits and unrealized losses

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document on such contracts and options; provided, however, that in the case of an option that is in-the- money at the time of purchase, the in-the-money amount may be excluded in calculating the 5% limitation. The Fund intends to monitor use of futures and related options by Investment Funds and managed accounts to help assure compliance with this limitation. If applicable CFTC rules change, such percentage limitations may change or different conditions may be applied to the Fund’s use of certain Derivatives.

The Investment Managers may enter into futures contracts in U.S. domestic markets or on exchanges located outside the U.S. Foreign markets may offer advantages such as trading opportunities or arbitrage possibilities not available in the U.S. Foreign markets, however, may have greater risk potential than domestic markets. For example, some foreign exchanges are principal markets so that no common clearing facility exists, and an investor may look only to the broker for performance of the contract. In addition, any trading profits an Investment Manager might realize could be eliminated by adverse changes in the exchange rate or an Investment Fund or managed account could incur losses as a result of those changes. Transactions on foreign exchanges may include both commodities that are traded on domestic exchanges and those that are not. Unlike trading on domestic commodity exchanges, trading on foreign commodity exchanges is not regulated by the CFTC.

Engaging in these transactions involves risk of loss to the Investment Funds or managed accounts that could adversely affect the value of the Fund’s net assets. No assurance can be given that a liquid market will exist for any particular futures contract at any particular time. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified periods during the trading day. Futures contract prices could move to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially subjecting the Investment Funds or managed accounts to substantial losses.

Successful use of futures also is subject to the Investment Manager’s ability to predict movements in the direction of the relevant market correctly and, to the extent the transaction is entered into for hedging purposes, to ascertain the appropriate correlation between the transaction being hedged and the price movements of the futures contract.

Pursuant to regulations or published positions of the SEC, a Subadviser may be required to segregate permissible liquid assets, in an amount generally equal to the value of the underlying commodity, in connection with its commodities transactions, and in an amount generally equal to the entire value of the underlying security, in connection with its futures transactions. The segregation of such assets will have the effect of limiting the Subadviser’s ability to invest those assets.

Some or all of the Investment Managers may purchase and sell stock index futures contracts for the Investment Funds or managed accounts. A stock index futures contract is an agreement pursuant to which two parties agree, one to receive and the other to pay, on a specified date an amount of cash equal to a specified dollar amount -- established by an exchange or board of trade -- times the difference between the value of the index at the close of the last trading day of the contract and the price at which the futures contract is originally written.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Some or all of the Investment Managers may purchase and sell interest rate futures contracts for the Investment Funds or managed accounts. An interest rate future obligates an Investment Fund or managed account to purchase or sell an amount of a specific debt security at a future date at a specific price.

Some or all of the Investment Managers may purchase and sell currency futures. A currency future obligates an Investment Fund or managed account to purchase or sell an amount of a specific currency at a future date at a specific price.

Call and Put Options on Securities Indices. Some or all of the Investment Managers may purchase and sell for the Investment Funds and managed accounts 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 its investment objective. A stock index fluctuates with changes in the market values of the stocks included in the index. Accordingly, successful use by the Investment Manager of options on stock indices will depend in part on the Investment Manager’s ability to predict correctly movements in the direction of the stock market generally or of a particular industry or market segment. This requires different skills and techniques than predicting changes in the price of individual stocks.

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 of a company. Warrants and rights do not carry with them the right to dividends or voting rights with respect to the securities that they entitle the holder to purchase, and they do not represent any 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 before their expiration dates.

Swap Agreements. Some or all of the Investment Managers may enter into equity, interest rate, and index and currency rate swap agreements on behalf of the Investment Funds and managed accounts. 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 or managed account had invested directly in the asset that yielded the desired return, or for other permissible purposes. 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,” i.e., 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.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document An Investment Fund or managed account may purchase cash-settled options on swaps. A cash-settled option on a swap gives the purchaser the right, but not the obligation, in return for the premiums paid, to receive an amount of cash equal to the value of the underlying swap as of the exercise date. These options typically are purchased in privately negotiated transactions from financial institutions, including securities brokerage firms.

Most swap agreements entered into by an Investment Fund or managed account would require the calculation of the obligations of the parties to the agreements on a “net basis.” Consequently, an Investment Fund’s or managed account’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 interest payments that an Investment Fund or managed account is contractually obligated to make. If the other party to a swap defaults, an Investment Fund’s or managed account’s risk of loss consists of the net amount of payments that the Investment Fund or managed account contractually is entitled to receive.

The Fund may be able to achieve investment returns equivalent to those achieved by an investment adviser in whose investment vehicles the Fund could not invest directly, perhaps because of its minimum investment size requirement or its unavailability for direct investment, by entering into swap agreements under which the Fund may agree, on a net basis, to pay a return based on a floating interest rate, such as LIBOR, and to receive the total return of the reference investment vehicle over a stated time period. The Fund may seek to achieve the same investment result through the use of other Derivatives in similar circumstances. The Federal income tax treatment of swap agreements and other Derivatives used in the above manner is unclear. Swap agreements and Derivatives used in this manner may be treated as a “constructive ownership of the referenced property,” which may result in a portion of any long-term capital gain being treated as ordinary income. (See “Tax Aspects & ERISA Considerations—Tax Aspects—Tax Treatment of Fund Investments”)

LENDING PORTFOLIO SECURITIES

Some or all of the Investment Funds or managed accounts may lend securities from their portfolios to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions. The lending portfolio 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. Loans of portfolio securities by a Subadviser may not exceed 33-1/3% of the value of an Investment Fund’s or managed account’s total assets and, in respect of such transactions, the Investment Fund or managed account will receive collateral consisting of cash, U.S. Government Securities or irrevocable letters of credit that will be maintained at all times in an amount equal to at least 100% of the current market value of the loaned securities. An Investment Fund or managed account might experience loss if the institution with which the Investment Fund or managed account has engaged in a portfolio loan transaction breaches its agreement.

WHEN-ISSUED, DELAYED DELIVERY AND FORWARD COMMITMENT SECURITIES

Investment Managers may purchase securities on behalf of Investment Funds or managed accounts on a “when-issued” basis and may purchase or sell securities on a “forward

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document commitment” basis in order to hedge against anticipated changes in interest rates and prices. These transactions involve a commitment by an Investment Fund or managed account 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 or managed account. When-issued securities and forward commitments may be sold prior to the settlement date. If an Investment Fund or managed account 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. These transactions, if effected by a Subadviser, will be subject to the Fund’s limitation on indebtedness unless, at the time the transaction is entered into, the Fund has established and maintains a segregated account consisting of cash and/or liquid securities equal to the value of the when-issued or forward commitment securities. The risk exists that securities purchased on a when-issued basis may not be delivered and that the purchaser of securities sold on a forward basis will not honor its purchase obligation. In such cases, an Investment Fund or managed account may incur a loss.

RESTRICTED AND ILLIQUID INVESTMENTS

Although it is anticipated that most Investment Funds and managed accounts will invest primarily in publicly traded securities, they generally may invest a portion of the value of their total assets in restricted securities and other illiquid investments. Restricted securities are securities that may not be sold to the public without an effective registration statement under the 1933 Act or, if they are unregistered, may be sold only in a privately negotiated transaction or pursuant to an exemption from registration.

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

In addition, the Fund’s interests in unregistered Investment Funds are themselves illiquid and subject to substantial restrictions on transfer. The Fund’s ability to liquidate an interest and withdraw from an Investment Fund is limited, and certain Investment Funds impose lock-up periods, during which time no redemptions or withdrawals may be made, or assess fees for withdrawals. The illiquidity of these Investment Fund interests may adversely affect the Fund were it forced to sell other assets it would not otherwise sell or were it to have to sell or redeem interests at an inopportune time or sell.

COUNTERPARTY CREDIT RISK

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

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document markets, it may take a credit risk with regard to parties with which it trades and also may bear the risk of settlement default. These risks may differ materially from those involved in exchange-traded transactions, which generally are characterized by clearing organization guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from these protections, which in turn may subject the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract or because of a credit or liquidity problem. Such “counterparty risk” is increased for contracts with longer maturities when events may intervene to prevent settlement. The ability of the Investment Funds and managed accounts to transact business with any one or any number of counterparties, the lack of any independent evaluation of the counterparties or their financial capabilities, and the absence of a regulated market to facilitate settlement, may increase the potential for losses by the Fund.

ADDITIONAL RISK FACTORS.

PERFORMANCE-BASED FEES

Each Investment Manager generally will be eligible to receive performance-based fees, expected to range from 15% to 25% of net profits. The potential for performance-based fees may create an incentive for the Investment Manager to make investments that are riskier or more speculative than those that might have been made in the absence of the performance- based fee. Also, to the extent that performance-based fees are calculated on a basis that includes realized and unrealized appreciation of assets, such fees will be greater than if they were based solely on realized gains. Moreover, each Investment Manager will receive any performance-based fees to which it is entitled irrespective of the performance of the other Investment Managers and the Fund generally. Accordingly, an Investment Manager with positive performance may receive such compensation even if the Fund’s overall returns are negative.

TAX CONSIDERATIONS

Counsel to the Company has rendered an opinion that the Fund, as in effect on the date of the opinion, will be treated as a partnership and not as an association taxable as a corporation for Federal income tax purposes and that, under a “facts and circumstances” test set forth in regulations adopted by the U.S. Treasury Department, the Fund will not be treated as a “publicly traded partnership” taxable as a corporation. If it were determined that the Fund should be treated as an association or publicly traded partnership taxable as a corporation, as a result of a successful challenge to the opinion rendered by counsel to the Company or otherwise, the taxable income of the Fund would be subject to corporate income tax and distributions of profits from the Fund would be treated as dividends. (See “Tax Aspects & ERISA Considerations—Tax Aspects—Tax Treatment of Fund Operations—Classification of the Company”)

The Fund does not intend to make periodic distributions of its net income or gains, if any, to Members. A Member subject to Federal income tax will be required each year nonetheless to pay applicable U.S. Federal and state income taxes on its share of the Fund’s taxable income, and will have to pay applicable taxes from other sources. The amount and timing of any distributions will be determined in the sole discretion of the Board of Managers. See “Tax Aspects & ERISA Considerations—Tax Aspects” for a summary of certain significant

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document U.S. Federal income and other tax consequences that are relevant to an investment in the Fund.

In the case of a Member that is an individual, trust or estate subject to Federal income tax, such Member’s share of the Fund’s investment expenses, including asset-based fees at the Fund level as well as any at the Investment Fund level (in the case of Investment Funds treated as Partnerships for Federal income tax purposes), which are deemed to flow through to the Members for Federal income tax purposes, may be subject to certain limitations on deductibility for Federal income tax purposes and may be completely disallowed for purposes of determining such Member’s alternative minimum tax liability.

LACK OF OPERATING HISTORY

LIQUIDITY RISKS

Interests will not be traded on any securities exchange or other market and will be subject to substantial restrictions on transfer. Although the Fund, at the discretion of its Board, may make quarterly offers to repurchase Interests at net asset value, the Interests are significantly less liquid than shares of funds that trade on a securities exchange and a Member may not be able to liquidate its Interest for a number of years.

Even when the Fund makes 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, the Fund will repurchase only a pro rata portion of the shares tendered by each Member. A large investor seeking repurchase may cause a greater likelihood of all Members seeking repurchase having their requests reduced pro rata. The potential for pro ration may cause some Members to tender more Interests for repurchase than they otherwise would wish to have repurchased, which may adversely affect others wishing to participate in the tender. (See “Redemptions, Repurchases of Interests and Transfers”)

Some of the Investment Funds may invest all or a portion of their assets in private placements, which may be illiquid. Some of these investments are held in so-called “side pockets,” sub-funds within the Investment Funds, which provide for their separate liquidation potentially over a much longer period than the liquidity an investment in the Investment Funds may provide. Were the Fund to seek to liquidate its investment in an Investment Fund, which maintains these investments in a side pocket arrangement or which holds substantially all of its assets in illiquid securities, the Fund might not be able to fully liquidate its investment without delay, which could be considerable. In such cases, during the period until the Fund fully liquidated its interest in the Investment Fund, the value of its investment would fluctuate.

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. 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, and in many cases continue to result in greater volatility, less liquidity, widening credit spreads and a lack of price transparency, with many instruments remaining illiquid and of uncertain value. Such market conditions and the above factors may make valuation for some Investment Funds uncertain and/or result in sudden and significant valuation increases or declines in their investments.

REPURCHASE RISKS

With respect to any future repurchase offer, Members tendering Interests for repurchase must do so by the Expiration Date with respect to such offer, which Date will be no less than thirty (30) calendar days before the Valuation Date on which such Interests are valued by the Fund. Members that elect to tender Interests for repurchase will not know the price at which such Interests will be repurchased until the Valuation Date, which is at least thirty (30) calendar days after the Expiration Date. It is possible that during the time period between the Expiration Date and the Valuation Date general economic and market conditions, or specific events, affecting one or more Investment Funds or managed accounts could cause a decline in the value of the Interests. (See “Redemptions, Repurchases of Interests and Transfers”)

POTENTIAL CONSEQUENCES OF TENDER OFFERS

The Fund’s ability to make tender offers up to four times per fiscal year, if consummated, may have the effect of decreasing the asset size of the Fund; it may therefore force the Fund to sell assets it would not otherwise sell. It 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 Fund's remaining Members and may negatively impact performance or the ability of the remaining Members to redeem.

AVAILABILITY OF INVESTMENT OPPORTUNITIES

The business of identifying and structuring investments of the types contemplated by the Fund is competitive and involves a high degree of uncertainty. The availability of investment opportunities generally will be subject to market conditions as well as, in some cases, the prevailing regulatory or political climate. No assurance can be given that the Fund will be able to identify and complete attractive investments in the future or that it will be able to invest fully its subscriptions. Moreover, identification of attractive investment opportunities by Investment Managers is difficult and involves a high degree of uncertainty. Even if an attractive investment opportunity is identified by an Investment Manager, an Investment Fund or managed account may not be permitted to take advantage of the opportunity to the fullest extent desired. Investment Funds sponsored, managed or advised by the Adviser or its affiliates may seek investment opportunities similar to those the Fund may be seeking, and none of these parties has an obligation to offer any opportunities it may identify to the Fund.

Investment Funds or managed accounts may take control positions in companies. The exercise of control over a company imposes additional risks of liability for environmental damage, product defects, failure to supervise and other types of liability related to business operations. If those liabilities were to arise, the investing Investment Funds or managed accounts likely would suffer losses on their investments.

INADEQUATE RETURN

No assurance can be given that the returns on the Fund’s investments will be commensurate with the risk of investment in the Fund. Investors should not commit money to the Fund unless they have the resources to sustain the loss of their entire investment in the Fund.

POSSIBLE EXCLUSION OF A MEMBER BASED ON CERTAIN DETRIMENTAL EFFECTS

As noted under “Redemptions, Repurchases of Interests and Transfers—Repurchases of Interest,” the Fund may cause a Member or any person acquiring an Interest from or through a Member to resell the Interest held by such Member or other person to the Fund under certain circumstances. The effect thereof may increase administrative expenses of the Fund.

SPECIAL RISKS OF MULTI-MANAGER STRUCTURE

The Investment Funds generally will not be registered as investment companies under the 1940 Act and, therefore, the Fund, as an investor in these Investment Funds, will not have the benefit of the protections afforded by the 1940 Act to investors in registered investment companies such as mutual funds. For example, the 1940 Act imposes restrictions on registered investment companies, including limitations on transactions with affiliates, independence requirements for the board of directors, and approval by the board of directors (and the disinterested members of the board of directors) of certain agreements. The 1940 Act also imposes requirements with respect to the capital structure of investment companies and the purchase and sale of their securities. Finally, the 1940 Act requires that registered investment companies disclose, file and keep current certain information about the company, including financial statements, portfolio holdings and certain policies of the company. In general, the Adviser will receive audited information from each Investment Fund at least once per year. An Investment Manager may use proprietary investment strategies that are not fully disclosed to the Adviser and may involve risks under some market conditions that are not anticipated by the Adviser. For information about an Investment Fund’s or managed account’s performance, net asset value and portfolio composition, the Adviser will be dependent on information provided by the Investment Manager that, if inaccurate, could adversely affect the Adviser’s ability to manage the Fund’s investment portfolio in accordance with its investment objective and to value the Fund’s interests accurately.

For the Fund to complete its tax reporting requirements and to provide an audited annual and any unaudited interim reports to Members, it must receive information on a timely basis from the Investment Managers. An Investment Manager’s delay in providing this information could delay the Company’s preparation of tax information for investors, which might require Members to seek extensions on the time to file their tax returns, or could delay the preparation of the Fund’s annual and interim reports.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document An investor who meets the conditions imposed by the Investment Managers, including minimum initial investment requirements that may be substantially higher than those imposed by the Fund, could invest directly with the Investment Managers. By investing in the Investment Funds and managed accounts indirectly through the Fund, an investor bears a pro rata portion of the expenses of the Fund and also indirectly bears a pro rata portion of the asset-based fees, performance-based fees and other expenses borne by the Fund as an investor in Investment Funds or in connection with the managed accounts. Thus, investors in the Fund may be subject to multiple layers of fees and other expenses, one at the Fund level and another at the Investment Fund and/or managed account level.

Each Investment Manager will receive any performance-based fees to which it is entitled irrespective of the performance of the other Investment Managers and the Fund generally. Accordingly, an Investment Manager with positive performance may receive such compensation even if the Fund’s overall returns are negative. Investment Managers make investment decisions for the Investment Funds and managed accounts independently of each other. As a result, at any particular time, one Investment Fund or managed account may be purchasing shares of an issuer whose shares are being sold by another Investment Fund or managed account. Consequently, the Fund could directly or indirectly incur certain transaction costs without accomplishing any net investment result.

Because the Fund may make additional investments in or withdrawals from Investment Funds or managed accounts only at certain times pursuant to limitations set forth in the governing documents, the Fund may from time to time invest some of its assets in money market or other short-term instruments and may be limited in its ability to timely withdraw from an Investment Fund or managed account or to raise cash to meet the Fund’s needs.

Investment Funds may be permitted to distribute securities and other assets in-kind to investors, including the Fund. Thus, upon the Fund’s withdrawal of all or a portion of its interest in an Investment Fund, the Fund may receive assets that are illiquid or difficult to value. While the Adviser would seek to dispose of these assets in a reasonable manner, it may be restricted from or delayed in doing so. Moreover, the Fund may be subject to compulsory cash or in-kind redemptions by one or more Investment Funds. In such circumstances, the Fund may receive securities and other assets that are illiquid or difficult to value.

Some Investment Funds in which the Fund may invest may be newly organized and, therefore, may have no or only limited operating histories (although the Adviser generally will select Investment Funds or Investment Managers that have had some operating or trading history). In addition, Investment Managers will have varying levels of experience and may operate in teams that are small relative to the assets under their management. The Investment Managers also may employ proprietary trading methods, policies and strategies that may deviate from the Adviser’s expectations based on its research and evaluations. Of course, past performance achieved by an Investment Manager is not necessarily indicative of future results. Therefore, the results of any Investment Fund or managed account may differ from those of other investment vehicles or accounts operated by the Investment Manager and from results the Adviser anticipated.

If financial reports used by any Investment Fund or managed account to determine its net asset value are incomplete or inaccurate, the net asset value of the Fund may be inaccurate. Although the Adviser intends to select Investment Managers that use reputable administrators and accountants, the Fund will not have control over the choice of these

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document service providers or of custodians, brokers or counterparties made by these Investment Managers or the valuation methods and accounting rules that they may use. The Fund’s ability to assess correctly the value of its Investment Funds and managed accounts will be dependent upon the information available with respect to them and their investment operations. An Investment Fund or managed account may have to suspend temporarily the determination of its net asset value. In such event, the Fund may be unable to redeem or otherwise dispose of its interests in such Investment Fund or managed account when it otherwise would be advantageous to do so. In this event, the Fund’s ability to calculate accurately its net asset value also might be adversely affected.

Like an investment in the Fund, investments in the Investment Funds and managed accounts generally will not be liquid. For example, the governing instruments of each Investment Fund likely will have provisions similar to those of the Fund restricting both the transferability of an investor’s interest and the ability of any investor to withdraw its investment in certain circumstances. Some Investment Funds or managed accounts will not permit withdrawals at the same time as the Fund repurchases Interests. As a result, the liquidity of the Fund may be adversely affected, and the Fund may manage its investment program differently than if it were able to withdraw moneys from each Investment Fund or managed account at the same time it desires to provide liquidity to its Members.

The Fund may agree to indemnify certain of the Investment Funds and Investment Managers from various types of liability, damage, cost or expense.

Other risks associated with the Fund’s multi-manager investment approach include:

Valuation. Certain securities in which the Investment Funds or managed accounts invest may not have a readily ascertainable market price and will be valued by the Investment Funds or Subadviser, as applicable. Such a valuation will be conclusive with respect to the Fund, even though an Investment Manager may face a conflict of interest in its participation in the valuing of the securities, as their value will affect the Investment Manager’s compensation. In most cases, the Adviser will have no ability to assess the accuracy of the valuations received. In addition, the net asset values or other valuation information received by the Adviser will typically be estimates only, subject to revision through the end of each Investment Fund’s or managed account’s annual audit. Revisions to the gain and loss calculations will be an ongoing process, and no net capital appreciation or depreciation figure can be considered final until the annual audit of each Investment Fund or managed account is completed.

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

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

Investments in Non-Voting Stock. For various reasons, the Fund may hold some or all of its interest in an Investment Fund in non-voting form. One reason for this is to avoid an

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Investment Fund being deemed an “affiliated person” of the Fund for purposes of the 1940 Act. Accordingly, the Fund may agree to waive irrevocably any right that the Fund may have to vote securities in amounts in excess of 4.99% of an Investment Fund’s outstanding voting securities. At present, the Fund has waived voting rights in excess of 4.99% of voting securities that it holds in connection with all the investments it has made in voting securities of Investments Funds where the Fund’s interest otherwise would be in excess of 4.99%, and it expects that it will continue to agreement to such waivers in the future as a routing matter. In several cases, at the insistence of the Investment Fund, the Fund has waived all of its voting rights in voting securities of an Investment Fund in which it has invested.

The general policy to waive voting rights has been reviewed by the Board of Managers. The waiver of the Fund’s voting rights does not facilitate investments in an Investment Fund by the Adviser or other clients of the Adviser, either as a practical or a legal matter, and is not intended to confer any benefit on such entities. Interests in a particular Investment Fund, even without voting rights, are selected based on the investment merits of those interests consistent with the fiduciary duties of both the Adviser and the Board of Managers, and generally reflect the judgment of the Adviser that such investments are an attractive and appropriate opportunity for the Fund for any number of reasons, including because of the expertise or reputation of the manager of the Investment Fund, the performance record of the Investment Fund, consistency of the Investment Fund with the investment needs or strategy of the Fund, and withdrawal or other rights that may afford substantial protections to the Fund in lieu of voting rights.

To the extent the Fund holds non-voting securities of an Investment Fund or contractually foregoes its right to vote securities of an Investment Fund, it will not be able to vote to the full extent of its economic interest on matters that require the approval of the investors in the Investment Fund (including items such as liquidation of the Investment Fund, etc.). This restriction could diminish the influence of the Fund in an Investment Fund and adversely affect its investment in the Investment Fund, which could result in unpredictable and potentially adverse effects on Members. Moreover, there is a risk that a Court or securities regulators could disregard the statutory definition of “affiliated person,” and still treat the Investment Fund as an affiliated person of the Fund for purposes of the 1940 Act.

LIMITS OF RISK DISCLOSURES

The above discussions of the various risks associated with the Fund and the Interests are not, and are not intended to be, a complete enumeration or explanation of the risks involved in an investment in the Fund. Prospective investors should read this entire Confidential Memorandum and the Company Agreement and consult with their own advisers before deciding whether to invest in the Fund. In addition, as the Fund’s investment program changes or develops over time, an investment in the Fund may be subject to risk factors not currently contemplated or described in this Confidential Memorandum.

V. TAX ASPECTS & ERISA CONSIDERATIONS

TAX ASPECTS.

The following is a summary of certain aspects of the income taxation of the Fund and its Members that should be considered by a prospective Member. The Fund has not sought a ruling from the Internal Revenue Service (the “IRS”) or any other U.S. Federal, state or local

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document agency with respect to any tax matters affecting the Fund nor, except as noted below, has it obtained an opinion of counsel with respect to any of those matters.

The summary of the U.S. Federal income tax treatment of the Fund set out below is based upon the Internal Revenue Code of 1986, as amended (the “Code”), judicial decisions, Treasury Regulations (the “Regulations”) and rulings in effect on the date of this Confidential Memorandum, all of which are subject to change possibly with retroactive effect. The summary does not discuss the effect, if any, of various proposals to amend the Code that could change certain of the tax consequences of an investment in the Fund. Nor does the summary discuss all of the tax consequences that may be relevant to a particular investor or to certain investors subject to special treatment under the U.S. Federal income tax laws, such as insurance companies. Each prospective Member should consult with his, her or its own tax advisor in order fully to understand the U.S. Federal, state, local and non-U.S. income tax consequences of an investment in the Fund.

Tax Treatment of the Fund’s Operations

Classification of the Fund. The Company has received an opinion of K&L Gates LLP, counsel to the Company, to the effect that, based on the Code and the Regulations in effect on the date of the opinion, as well as under relevant authority interpreting the Code and the Regulations and certain representations of the Fund, the Fund will be treated as a partnership and not as an association taxable or as a corporation for Federal income tax purposes. The Company also received an opinion from such firm to the effect that, based upon, among other things, the restrictions on transferability of the Interests in the Fund, the limitations on any right to have the Interests repurchased by the Fund at the request of the Member, and the anticipated operations and certain representations of the Fund, the Interests will not be readily tradable on a secondary market (or the substantial equivalent of such a market) and, therefore, the Fund will not be treated as a “publicly traded partnership” taxable as a corporation.

The opinions of counsel received by the Company are not binding on the IRS 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 U.S. Federal income tax purposes (as a result of, for example, a successful challenge to the opinions by the IRS, changes in the Code or the Regulations or judicial interpretations of the Code and/or the Regulations, 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 that income, other than in certain redemptions of Interests, would be treated as dividend income when received by the Members to the extent of the current or accumulated earnings and profits of the Fund; and Members would not be entitled to report profits or losses realized by the Fund. The balance of the discussion below is based on the assumption that the Fund will be treated as a partnership for U.S. Federal income tax purposes. Unless otherwise indicated, references in the discussion to the tax consequences of the Fund’s investments, activities, income, gain and loss, include the direct investments, activities, income, gain and loss of the Fund, and those indirectly attributable to the Fund as a result of it being an investor in an Investment Fund.

As an entity taxed as a partnership, the Fund will not itself be subject to U.S. Federal income tax. The Fund will file an annual partnership information return with the IRS that reports the results of its 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. Each Member

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document will be taxed on its distributive share of the Fund’s taxable income and gain regardless of whether the Member has received or will receive a distribution from the Fund.

Allocation of Profits and Losses. Under the Company Agreement, the Fund’s net capital appreciation or net capital depreciation for each accounting period of the Fund is allocated among the Members and to their capital accounts without regard to the amount of income or loss recognized by the Fund for U.S. Federal income tax purposes. The Company Agreement provides that items of income, deduction, gain, loss or credit recognized by the Fund for each taxable year generally are to be allocated for income tax purposes among the Members pursuant to the Regulations, based upon amounts of the Fund’s net capital appreciation or net capital depreciation allocated to each Member’s capital account for the current and prior taxable years.

Under the Company Agreement, the Board of Managers has the discretion to allocate specially an amount of the Fund’s capital gain (including short-term capital gain) and ordinary income, or capital loss and ordinary loss, for U.S. Federal income tax purposes to a withdrawing Member to the extent that the Member’s capital account exceeds his, hers or its U.S. Federal income tax basis in his, her or its Interest, or such Member’s U.S. Federal income tax basis exceeds his, her or its capital account. No assurance can be given that, if the Board of Managers makes such a special allocation, the IRS will accept the allocation. If the allocation were successfully challenged by the IRS, the Fund’s gains or losses allocable to the remaining Members could be increased or decreased.

Tax Elections; Returns; Tax Audits. The Code provides for optional adjustments to the basis of partnership property upon distributions of partnership property to a partner and transfers of partnership interests (including by reason of death) if a partnership election has been made under Section 754 of the Code. Under the Company Agreement, at the request of a Member, the Board of Managers, in its sole discretion, may cause the Fund to make such an election. Any such election, once made, cannot be revoked without the consent of the IRS. The effect of any such election may depend upon whether any Investment Fund also makes such an election.

As a result of the complexity and added expense of the tax accounting required to implement an election, the Board of Managers currently does not intend to make such an election.

The Board of Managers decides how to report the partnership items on the Fund’s tax 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 IRS disclosing the inconsistency. In light of the uncertainty and complexity of certain applicable U.S. tax laws, the IRS may not agree with the manner in which the Fund’s items have been reported. In the event the income tax returns of the Fund are audited by the IRS, the tax treatment of the Fund’s income and deductions generally will be determined at the Fund level in a single proceeding rather than by individual audits of the Members. A Member designated by the Board of Managers will be the Fund’s “Tax Matters Partner” and in that capacity will have 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.

Tax Consequences to a Withdrawing Member

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document A Member receiving a cash liquidating distribution from the Fund, in connection with a complete or partial withdrawal from the Fund, generally will recognize capital gain or loss to the extent of the difference between the proceeds received by the Member and the Member’s adjusted tax basis in his, her or its Interest. The capital gain or loss will be short-term or long- term, depending upon the Member’s holding period for his, her or its Interest. A withdrawing Member will, however, recognize ordinary income to the extent the Member’s allocable share of the Fund’s “unrealized receivables” exceeds the Member’s basis in the unrealized receivables (as determined under the Regulations). For these purposes, accrued but untaxed market discount, if any, on securities held by the Fund will be treated as an unrealized receivable, with respect to which a withdrawing Member would recognize ordinary income. Also, gain recognized with respect to the Fund’s disposition of its interests in certain Investment Funds that are PFICs (see discussion of “Phantom Income from Fund Investments” below) may be treated as ordinary income. A Member receiving a cash nonliquidating distribution will recognize gain in a similar manner only to the extent that the amount of the distribution exceeds the Member’s adjusted tax basis in his, her or its Interest (except that the Member could recognize ordinary income nevertheless with respect to a reduction in its share of “unrealized receivables”).

See “Tax Treatment of the Fund’s Operations -- Allocation of Profits and Losses” above with regard to the discretion of the Board of Managers to allocate an amount of the Fund’s capital gain (including short-term capital gain) and ordinary income, or capital loss and ordinary loss, for U.S. Federal income tax purposes to a withdrawing Member.

Alternative Minimum Tax

Both individual and corporate taxpayers could be subject to an alternative minimum tax (“AMT”) if the AMT exceeds the income tax otherwise payable by the taxpayer for the year. Due to the complexity of the AMT calculations, investors should consult with their tax advisers as to whether the purchase of Interests might create or increase AMT liability. In particular, dividends that are excluded from a corporation’s regular taxable income will be included in AMT income of the corporation.

Distributions of Property

A partner’s receipt of a distribution of property from a partnership is generally not taxable, except that a distribution consisting of marketable securities generally is recharacterized as a distribution of cash (rather than property) unless the distributing partnership is an “investment partnership” and the recipient is an “eligible partner” within the meaning of the Code. The Board of Managers will determine at the appropriate time whether the Fund qualifies as an “investment partnership.” If the Fund qualifies, and if a Member is an “eligible partner,” which term should include a Member whose contributions to the Fund consisted solely of cash, the recharacterization rule described above would not apply.

Tax Treatment of Fund Investments

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

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Gains and losses realized by a trader or an investor on the sale of securities are capital gains and losses. The Fund expects that its gains and losses from its securities transactions and the gains and losses from the Investment Funds (other than, in some cases, Investment Funds that are PFICs) 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 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.

However, special rules apply to the characterization of capital gain realized with respect to certain regulated futures contracts, non-U.S. currency forward contracts, and certain options contracts that qualify as (or qualify for treatment as) “Section 1256 Contracts,” which are described below. The application of certain rules relating to short sales, to so-called “straddle” and “wash sale” transactions and to certain non-U.S. regulated contracts and options contracts may serve to alter the manner in which the Fund’s or an Investment Fund’s 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, these straddle rules and short sale rules may require the capitalization of certain related expenses of the Fund or the Investment Funds. The special rules described in this paragraph (and further described in the remainder of this “In General” subsection and in “Currency Fluctuations,” “Section 1256 Contracts,” “Mixed Straddle Election” and “Short Sales” below) generally will not affect the character or timing of income realized by a Member to the extent that they relate to transactions or positions within an Investment Fund that is treated as a corporation for U.S. Federal income tax purposes, although any such corporation that is a foreign corporation may be subject to the special “anti-deferral” provisions of the Code described below. If such anti-deferral provisions apply, the special timing and character rules described in this section could be relevant.

The Fund may acquire a derivative position with respect to other Investment Funds, which may be treated as constructive ownership of the other funds. A constructive ownership transaction includes holding a long position under a notional principal contract or entering into a forward or futures contract with respect to certain financial assets, or both holding a call option and granting a put option with respect to certain financial assets when the options have substantially equal strike prices and contemporaneous maturity dates. If the Fund has long-term capital gain from a “constructive ownership transaction,” the amount of the gain that may be treated as long-term capital gain by the Fund is limited to the amount that the Fund would have recognized if it had been holding the financial asset directly, rather than through a constructive ownership transaction, with any gain in excess of this amount being treated as ordinary income. In addition, an interest charge is imposed with respect to any amount recharacterized as ordinary income on the underpayment of tax for each year that the constructive ownership was open.

The Fund may realize ordinary income from dividends with respect to shares of stock and accruals of interest on debt obligations. The Fund or an Investment Fund may hold debt obligations with “original issue discount” in which case the Fund would be required to include amounts in taxable income on a current basis even though receipt of those amounts may occur in a subsequent year. The Fund or an Investment 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 or its share of such market discount in the case of an obligation held by an Investment Fund that accrued during the period the debt obligation was held by the Fund or

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document an Investment Fund. The Fund may realize ordinary income or loss with respect to its or an Investment Fund’s investments in partnerships engaged in a trade or business. Income or loss from transactions involving certain derivatives, such as the periodic payments from swap transactions, will also generally constitute ordinary income or loss. In addition, amounts, if any, payable by the Fund or an Investment Fund in connection with equity swaps, interest rate swaps, caps, floors and collars likely would be considered “miscellaneous itemized deductions” or “investment interest” which, for a taxable noncorporate, non-managing Member, may be subject to restrictions on their deductibility.

Gain recognized by the Fund or an Investment Fund from certain “conversion transactions” will be treated as ordinary income. In such a transaction, substantially all of the taxpayer’s return is attributable to the time value of the net investment in the transaction. Included among conversion transactions specified in the Code and the Regulations are: (i) the holding of any property (whether or not actively traded) and entering into a contract to sell the property (or substantially identical property) at a price determined in accordance with the contract, but only if the property was acquired and the 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.

Members may be treated as owning positions held by the Fund, including positions held by the Fund through different investment advisory agreements or Investment Funds. Those positions, and other positions held by a Member, may be treated as positions in a straddle as described below under “Effect of Straddle Rules on Members’ Securities Positions.”

Currency Fluctuations. To the extent that its investments are made in securities denominated in a non-U.S. currency, gain or loss realized by the Fund or an Investment Fund frequently will be affected by the fluctuation in the value of such non-U.S. currencies relative to the value of the dollar. Gains or losses with respect to the Fund’s or an Investment Fund’s investments in common stock of non-U.S. issuers will generally be taxed as capital gains or losses at the time of the disposition of the stock, subject to certain exceptions specified in the Code. Gains and losses of the Fund or an Investment Fund on the acquisition and disposition of non-U.S. currency (for example, the purchase of non-U.S. currency and subsequent use of the currency to acquire stock) will be treated as ordinary income or loss. In addition, gains or losses on disposition of debt securities denominated in a non-U.S. currency, to the extent attributable to fluctuation in the value of the non-U.S. currency between the date of acquisition of the debt security and the date of disposition, will be treated as ordinary income or loss. 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 non-U.S. currency and the time the Fund or an Investment Fund collects the receivables or pays the liabilities may be treated as ordinary income or ordinary loss.

The Fund or an Investment Fund may acquire non-U.S. currency forward contracts, enter into non-U.S. currency futures contracts and acquire put and call options on non-U.S. currencies. If the Fund or an Investment Fund acquires currency futures contracts or option contracts, including those that are contracts under Section 1256 of the Code (“Section 1256 Contracts”), or any currency forward contracts, however, any gain or loss realized by the Fund with respect to the 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

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) an election is made (by the close of the day on which the transaction is entered) to treat the gain or loss attributable to the contract as capital gain or loss. If those conditions are met, gain or loss recognized on the contract will be treated as capital gain or loss; if the contract is a Section 1256 Contract, Section 1256 will govern the character of any gain or loss recognized on the contract.

Section 1256 Contracts. The Code generally applies a “mark to market” system of taxing unrealized gains and losses on, and otherwise provides for special rules of taxation with respect to, Section 1256 Contracts. A Section 1256 Contract includes certain regulated futures contracts, certain non-U.S. currency forward contracts, and certain options contracts. Section 1256 Contracts held by the Fund or an Investment Fund at the end of a taxable year of the Fund or an Investment Fund will be treated for U.S. Federal income tax purposes as if they were sold by the Fund or an Investment Fund at their fair market value on the last business day of the taxable year. The net gain or loss, if any, resulting from these deemed sales (known as “marking to market”), together with any gain or loss resulting from any actual sales of Section 1256 Contracts (or other termination of the Fund’s or an Investment Fund’s obligations under the Contract), must be taken into account by the Fund in computing its taxable income for the 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 the 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 Section 1256 Contracts generally are characterized as short- term capital gains or losses to the extent of 40% of the gains or losses and as long-term capital gains or losses to the extent of 60% of the gains and losses. Gains and losses from certain non-U.S. currency transactions however, will be treated as ordinary income and losses unless certain conditions described under “Currency Fluctuations,” above, are met. These gains and losses will be taxed under the general rules described above. If an individual taxpayer incurs a net capital loss for a year, the portion of the loss, if any, which consists of a net loss on Section 1256 Contracts may, at the election of the taxpayer, be carried back three years. A loss carried back to a year by an individual may be deducted only to the extent: (i) the loss does not exceed the net gain on Section 1256 Contracts for the year, and (ii) the allowance of the carry back does not increase or produce a net operating loss for the year.

A “securities futures contract” is not treated as a Section 1256 contract, except when it meets the definition of a “dealer securities futures contract.” A “securities futures contract” is any security future as defined in Section 3(a)(55)(A) of the Securities Exchange Act of 1934, as amended, which generally provides that a securities futures contract is a contract of sale for future delivery of a single security or a narrow-based security index. The Code provides that any gain or loss from the sale or exchange of a securities futures contract (other than a “dealer securities futures contract”) is considered as gain or loss from the sale or exchange of property that has the same character as the property to which the contract relates. As a result, if the underlying security would be a capital asset in the taxpayer’s hands, then gain or loss on the securities futures contract would be capital gain or loss. In general, capital gain or loss from the sale or exchange of a securities futures contract to sell property (that is, the short side of such a contract) will be treated as short-term capital gain or loss.

Any “dealer securities futures contract” is treated as a Section 1256 contract. A “dealer securities futures contract” is a securities futures contract, or an option to enter into such a contract, that: (i) is entered into by a dealer (or, in the case of an option, is purchased or

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document granted by the dealer) in the normal course of its trade or business activity of dealing in the contracts and (ii) is traded on a qualified board of trade or exchange.

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. Under certain Regulations, 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, so no assurance can be given that a mixed straddle account election by the Fund or the Investment Fund will be accepted by the IRS.

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 in which the property used to close a short sale has a long-term holding period on the date on which the short sale is entered into, gains on short sales generally will be 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. Certain Regulations may suspend 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 the time at which the short sale is closed. 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 then acquires property that is the same as or substantially identical to the property sold short, however, the Fund or an Investment Fund generally will recognize gain on the date it acquires the property as if the short sale was closed on that date with the property. 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 an Investment Fund generally will recognize gain as if the appreciated financial position was sold at its fair market value on the date the Fund or an Investment Fund 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 the position was acquired on the date of the constructive sale.

Effect of Straddle Rules on Members’ Securities Positions. The IRS may treat certain positions in securities held directly or indirectly by a Member and his, her or its indirect interest in similar securities held by the Fund or an Investment Fund as “straddles” for U.S. Federal income tax purposes. The application of the “straddle” rules in such a case could affect a Member’s holding period for the securities involved and may defer the recognition of losses with respect to the securities. The Fund will not generally be in a position to furnish to Members information regarding the securities positions of Investment Funds that would permit a Member to determine whether his, her or its transactions in securities also held by Investment Funds should be treated as offsetting positions for purposes of the straddle rules.

Limitation on Deductibility of Interest and Short Sale Expenses. The Code limits the ability of noncorporate taxpayers (i.e., individuals, trusts, and estates) to deduct “investment

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document interest,” which is interest on indebtedness, and any amount allowable as a deduction in connection with property used in a short sale, that is properly allocable to property held for investment. Investment interest is not deductible in the current year to the extent that it exceeds the taxpayer’s “net investment income,” consisting of net gain and ordinary income derived from investments in the current year less certain directly connected expenses (other than interest or short sale expenses treated as interest). For this purpose, any long-term capital gain is excluded from net investment income unless the taxpayer elects to pay tax on the amount at ordinary income tax rates.

The Fund’s (or a pass-through Investment Fund’s) activities will be treated as giving rise to investment income for a Member, and the investment interest limitation would apply to a Member’s share of the interest and short sale expenses attributable to the Fund’s (or an Investment Fund’s) operation, for such Members that are noncorporate taxpayers (a “Noncorporate Member”). In such case, a Noncorporate Member would be denied a deduction for all or part of that portion of his, her or its distributive share of the Fund’s ordinary losses attributable to interest and short sale expenses unless he, she or it had sufficient investment income from all sources including the Fund. A Member that could not deduct interest or short sale expenses currently as a result of the application of the provisions described above would be entitled to carry forward such expenses to future years, subject to the same limitation. The investment interest limitation would also apply to interest paid by a Noncorporate Member on money borrowed to finance his, her or its investment in the Fund. Potential investors should consult their own tax advisors with respect to the application of the investment interest limitation to their particular tax situations.

Deductibility of Fund Investment Expenditures by Noncorporate Members. Investment expenses, including, for example, investment advisory fees, of a noncorporate taxpayer are generally deductible only to the extent they exceed 2% of adjusted gross income. However, this limitation on deductibility does not apply to investment expenses that are incurred in connection with the administration of an estate or trust and that would not have been incurred if the property were not held in such estate or trust. Potential investors that are trusts or estates should consult their own tax advisors with respect to whether this exception applies to them. In addition, the Code restricts the ability of an individual with an adjusted gross income in excess of a specified amount (for 2008, $159,950 or $79,975 for a married person filing a separate return) to deduct these investment expenses. Under the Code, investment expenses in excess of 2% 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. These limitations on deductions are being phased out through 2010 but will be restored after 2010 unless further legislative action is taken. Moreover, these investment expenses are miscellaneous itemized deductions that are not deductible by a noncorporate taxpayer in calculating its alternative minimum tax liability.

Under certain Regulations, the limitations on deductibility should not apply to a Noncorporate Member’s share of the trade or business expenses of the Fund. These limitations will apply, however, to a Noncorporate Member’s share of the investment expenses of the Fund, including the Management Fee (as well as any fee payable to an Investment Manager, to the extent such fee relates to an Investment Fund that is not in a trade or business within the meaning of the Code). The Fund intends to treat its expenses, other than the Management Fee, attributable to an Investment Fund that it determines is engaged in trade or business within the meaning of the Code or to the trading activity of the Fund as not

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document being subject to these limitations, although no assurance can be given that the IRS will agree with the treatment.

The consequences of the Code’s limitations on the deductibility of investment expenditures will vary depending upon the particular tax situation of each taxpayer. For that reason, Noncorporate Members should consult their tax advisors with respect to the application of these limitations to their situation.

Application of Rules for Income and Losses from Passive Activities. 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. Under certain Regulations, income or loss from the Fund’s securities investment and trading activity generally will not constitute income or loss from a passive activity. Passive losses from other sources generally could not be deducted against a non-managing Member’s share of such income and gain from the Fund. Income or loss attributable to the Fund’s investment in a partnership engaged in a non-securities trade or business may, however, constitute passive activity income or loss.

“Phantom Income” from Fund Investments. Under various “anti-deferral” provisions of the Code (the “passive foreign investment company” and “controlled foreign corporation” provisions), investments by the Fund in certain foreign corporations may cause a Member to: (i) recognize taxable income prior to the Fund’s receipt of distributable proceeds, (ii) pay an interest charge on receipts that are deemed as having been deferred or (iii) recognize ordinary income that, but for the “anti-deferral” provisions, would have been treated as long-term or short-term capital gain. For that reason, Members should consult their tax advisers with respect to the application of such provisions and their related reporting requirements.

For example, with regard to the Fund’s investment in any Foreign Investment Fund that is a passive foreign investment company (“PFIC”) (generally, a corporation for which either: (i) 75% of its gross income is passive income, as that term is defined in the Code, or (ii) 50% or more of its assets, generally determined by average fair market value, produce or are held for the production of passive income), certain excess distributions with respect to, and gain upon the disposition of, the shares in the PFIC generally will be ratably allocated over the holding period for the shares in the PFIC. The amount allocated to the year of the distribution or disposition will be treated as ordinary income, and the amounts allocated to earlier years for which the corporation was a PFIC will be taxed at the highest rate applicable to individuals or corporations, as the case may be, for the taxable year to which the income is allocated. Further, the tax on an amount allocated to an earlier year will be subject to an interest charge, which accrues from the due date of the return for that earlier year. The above rules relating to distributions and dispositions generally will not apply if: (i) the Fund elects to treat such a Foreign Investment Fund, or a relevant Investment Fund elects to treat a foreign corporation in which it invests, as a qualified electing fund (a “QEF election”), or (ii) the shares of the Investment Fund or other foreign corporation are “marketable stock” for which a mark-to- market election is made. If a QEF election is made, a Member generally will pay tax currently on its pro-rata share of the ordinary earnings and net capital gains of the foreign corporation (at ordinary income and capital gains rates, respectively), even if no dividends are actually paid by the foreign corporation. There is no assurance that each PFIC in which the Fund invests will provide the information necessary to permit the Fund to make a QEF election with regard to it. If the mark-to-market election is made, Members will generally account for changes in the value of the foreign corporation stock on an annual basis as ordinary income or loss. By making the mark-to-market election, the Fund could avoid

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document imposition of the interest charge with respect to its excess distributions from PFICs, but in any particular year might be required to recognize income in excess of the distributions it received from PFICs. Moreover, any gain on the sale or other disposition of PFIC stock with respect to which a mark-to-market election has been made will be treated as ordinary income.

In addition, such investments may cause a Member to incur certain reporting obligations to the IRS.

Non-U.S. Taxes

Certain dividends and interest directly or indirectly received by the Fund from sources outside the U.S. may be subject to non-U.S. withholding taxes. In addition, the Fund or an Investment Fund may be subject to non-U.S. capital gains taxes imposed by countries in which they purchase and sell securities. Tax treaties between certain countries and the U.S. may reduce or eliminate such non-U.S. taxes. The Fund cannot predict in advance the rate of non-U.S. tax it will directly or indirectly pay.

The Members will be informed by the Fund as to their proportionate share of the non-U.S. taxes paid by the Fund or an Investment Fund treated as a partnership for U.S. income tax purposes that they will be required to include in their income. The Members generally will be entitled to claim either a credit (subject 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 share of such non-U.S. taxes in computing their U.S. Federal income taxes. A tax-exempt Member will not ordinarily benefit from such credit or deduction.

Unrelated Business Taxable Income

An organization that is exempt from U.S. Federal income tax is generally not subject to such tax on its passive investment income, such as dividends, interest and capital gains, whether realized by the organization directly or indirectly through a partnership in which it is a partner. This type of income is exempt (subject to the discussion of “unrelated debt financed income” below) even if it is realized from securities trading activity that constitutes a trade or business.

This general exemption available to an exempt organization from U.S. Federal income tax does not apply to the “unrelated business taxable income” (“UBTI”) of such an organization. Except as noted above with respect to certain categories of exempt trading activity, UBTI generally includes income or gain derived (either directly or through partnerships) from a trade or business, the conduct of which is substantially unrelated to the exercise or performance of the organization’s exempt purpose or function.

UBTI includes not only trade or business income or gain as described above, but also “unrelated debt-financed income.” This latter type of income generally consists of: (i) income derived by an exempt organization (directly or through a partnership) from income-producing property with respect to which “acquisition indebtedness” is incurred at any time during the taxable year and (ii) gains derived by an exempt organization (directly or through a partnership) from the disposition of property with respect to which there is acquisition indebtedness at any time during the twelve-month period ending with the date of the disposition.

The Fund may incur “acquisition indebtedness” with respect to certain of its transactions, such as the purchase of securities on margin. Based upon a published ruling issued by the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document IRS that indicates that income and gain with respect to short sales of publicly traded stock does not constitute income from debt financed property for purposes of computing UBTI, the Fund will treat its short sales of securities as not involving “acquisition indebtedness” and not resulting in UBTI. Moreover, income realized from option writing and futures contract transactions generally would not constitute UBTI. To the extent the Fund recognizes income in the form of dividends and interest from securities with respect to which “acquisition indebtedness” is incurred during a taxable year, the percentage of the income that will be treated as UBTI generally will be equal to the amount of the income times a fraction, the numerator of which is the “average acquisition indebtedness” incurred with respect to the securities, and the denominator of which is the “average amount of the adjusted basis” of the securities during the taxable year.

To the extent the Fund recognizes gain from securities with respect to which “acquisition indebtedness” is incurred at any time during the twelve-month period ending with the date of their disposition, the portion of the gain that will be treated as UBTI will be equal to the amount of the gain times a fraction, the numerator of which is the highest amount of the “acquisition indebtedness” with respect to the securities, and the denominator of which is the “average amount of the adjusted basis” of the securities during the taxable year. In determining the unrelated debt-financed income of the Fund, an allocable portion of deductions directly connected with the Fund’s debt-financed property will be taken into account. In making such a determination, for instance, a portion of losses from debt-financed securities (determined in the manner described above for evaluating the portion of any gain that would be treated as UBTI) would offset gains treated as UBTI.

The calculation of the Fund’s “unrelated debt-financed income” will be complex and will depend on the amount of leverage used by the Fund from time to time; the amount of leverage used by non-corporate Investment Funds; and other UBTI generated by those Funds. As a result of this complexity, the Fund cannot predict the percentage of its income and gains that will be treated as UBTI for a Member that is an exempt organization. An exempt organization’s share of the income or gains of the Fund that is treated as UBTI may not be offset by losses of the exempt organization either from the Fund or otherwise, unless the losses are treated as attributable to an unrelated trade or business (such as, for example, losses from securities for which acquisition indebtedness is incurred).

To the extent that the Fund generates UBTI, the applicable U.S. Federal tax rate for an exempt Member generally would be either the corporate or trust tax rate depending upon the nature of the particular exempt Member. An exempt organization may be required to support, to the satisfaction of the IRS, the method used to calculate its UBTI. The Fund will report to a Member that is an exempt organization information as to the portion of its income and gains from the Fund for each year that will be treated as UBTI. The calculation of UBTI with respect to transactions entered into by the Fund is highly complex, and for that reason, no assurance can be given that the Fund’s calculation of UBTI will be accepted by the IRS.

In general, if UBTI is allocated to an exempt organization such as a qualified retirement plan or a private foundation, the portion of the Fund’s income and gains that is not treated as UBTI will continue to be exempt from tax, as will the organization’s income and gains from other investments that are not treated as UBTI. The possibility of realizing UBTI from its investment in the Fund generally should not, as a result, affect the tax-exempt status of an exempt organization. A charitable remainder trust will be subject to an excise tax equal to 100% of any UBTI it receives. Moreover, the charitable contribution deduction for a trust under the Code may be limited for any year in which the trust has UBTI. A prospective

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document investor should consult its tax advisor with respect to the tax consequences of receiving UBTI from the Fund.

Certain Matters Relating to Specific Exempt Organizations

Private Foundations. Private foundations and their managers are subject to U.S. Federal excise taxes if they invest “any amount in such a manner as to jeopardize the carrying out of any of the foundation’s exempt purposes.” This rule requires a foundation manager, in making an investment, to exercise “ordinary business care and prudence” under the facts and circumstances prevailing at the time of making the investment, in providing for the short- term and long-term needs of the foundation to carry out its exempt purposes. The factors that a foundation manager may take into account in assessing an investment include the expected rate of return (both income and capital appreciation), the risks of rising and falling price levels, and the need for diversification within the foundation’s portfolio.

Tax-exempt organizations that are private foundations, with certain exceptions, are subject to a 2% U.S. Federal excise tax on their “net investment income.” The rate of the excise tax for any taxable year may be reduced to 1% if a private foundation meets certain distribution requirements for the taxable year. A private foundation will be required to make payments of estimated tax with respect to this excise tax.

To avoid the imposition of an excise tax, a private foundation may be required to distribute on an annual basis its “distributable amount,” which includes, among other things, the private foundation’s “minimum investment return,” defined as 5% of the excess of the fair market value of its nonfunctionally related assets (assets not used or held for use in carrying out the foundation’s exempt purposes), over certain indebtedness incurred by the foundation in connection with those assets. A private foundation’s investment in the Fund would most likely be classified as a nonfunctionally related asset. A determination that an Interest in the Fund is a nonfunctionally related asset could cause cash flow problems for a prospective Member that is a private foundation as such an organization could be required to make distributions in an amount determined by reference to unrealized appreciation in the value of its Interest. This requirement would, however, be less burdensome to a private foundation to the extent that the value of its Interest is not significant in relation to the value of other assets it holds.

In some instances, an investment in the Fund by a private foundation may be prohibited by the “excess business holdings” provisions of the Code. If a private foundation (either directly or together with a “disqualified person”), for example, acquires more than 20% of the capital interest or profits interest of the Fund, the private foundation may be considered to have “excess business holdings.” In such a case, the foundation may be required to divest itself of its Interest in seeking to avoid the imposition of an excise tax. The excise tax will not apply, however, if at least 95% of the gross income from the Fund is “passive” within the applicable provisions of the Code and the Regulations. The Fund believes that it will likely meet the 95% gross income test, although it can give no absolute assurance with respect to the matter and will not vary the restrictions on transfers of Interests described elsewhere in this Confidential Memorandum if such test is not met.

A substantial percentage of investments of certain “private operating foundations” may be restricted to assets directly devoted to their tax-exempt purposes. Otherwise, rules similar to those discussed above generally govern their operations.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Qualified Retirement Plans. Employee benefit plans subject to the provisions of ERISA, individual retirement accounts (“IRAs”) and Keogh plans should consult their counsel as to the U.S. tax implications of investing in the Fund.

Certain State and Local Taxation Matters

Prospective investors should consider, in addition to the U.S. Federal income tax consequences described, potential state and local tax considerations in investing in the Fund. The Fund intends to conduct its activities so that it will not be subject to entity level taxation by any state or local jurisdiction. No assurance can be given, however, that the Fund will be able to achieve this goal.

State and local laws often differ from U.S. Federal income tax laws with respect to the treatment of specific items of income, gain, loss, deduction and credit. A Member’s distributive share of the taxable income or loss of the Fund generally will be required to be included in determining its reportable income for state and local tax purposes in the jurisdiction in which the Member is a resident. A partnership in which the Fund acquires an interest may conduct business in a jurisdiction that will subject to tax a Member’s share of the partnership’s income from that business. A prospective Member should consult his, her or its tax advisor with respect to the availability of a credit for such tax in the jurisdiction in which the Member is a resident.

Foreign Investors

The tax treatment applicable to an investor in the Fund that is a natural person who is not a citizen or resident of the U.S. or a corporation, partnership, limited liability company, trust or other entity that is not organized in or under the laws of a state of the U.S. (each, a “foreign investor”) is complex and will vary depending upon the particular circumstances of such an investor. Each foreign investor is urged to consult with his, her or its tax advisor concerning the Federal, state, local and foreign tax treatment of an investment in the Fund. In general, the U.S. tax treatment will vary depending upon whether the Fund is deemed to be engaged in a U.S. trade or business. Given the investment nature of the contemplated activities of the Fund, and the investment nature of the activities contemplated by the Investment Funds in which the Fund will invest, the Fund believes that it should not be deemed to be engaged in a U.S. trade or business.

If the Fund is not engaged in a U.S. trade or business in a tax year, a foreign investor generally would be subject to a 30% (or lower treaty rate) withholding tax with respect to his, her or its share of the Fund’s U.S. source interest, dividend and other passive income, but would be exempt from U.S. taxation on his, her or its share of capital gains (with certain exceptions for U.S. real property interests) recognized by the Fund, with respect to such tax year. Moreover, an exemption from the 30% (or lower treaty rate) withholding tax applies to interest derived from certain portfolio debt and other instruments. Any gain from the liquidation of the foreign investor’s Interest not attributable to U.S. real property interests should generally be exempt from U.S. taxation as well.

If the Fund is engaged in a U.S. trade or business in a tax year, a foreign investor would be required to file a U.S. Federal income tax return and would be taxed in the U.S. at graduated Federal income tax rates upon that portion of its net recognized income from the Fund for such year which is deemed to be “effectively connected” with such business. Investors who are non-U.S. corporations might also be subject to a “branch profits” tax on

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document their distributive shares of the Fund’s income and gains. Additionally, the Fund would be required to pay a withholding tax on any effectively connected income that is allocable to a foreign investor. The rate of the withholding tax is the highest rate that would be applicable to such income if the foreign investor were a U.S. resident (or a U.S. corporation in the case of a corporate foreign investor). Foreign investors would be allowed a credit against U.S. tax liability for amounts so withheld on their behalf. Any gain from the liquidation of the foreign investor’s Interest may be taxable as well.

ERISA CONSIDERATIONS.

Persons who are fiduciaries with respect to an employee benefit plan, IRA, Keogh plan, or other arrangement subject to ERISA or the Code (an “ERISA Plan”) 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, prohibited transaction and other standards. In determining whether a particular investment is appropriate for an ERISA Plan, Department of Labor (“DOL”) regulations provide that a fiduciary of an ERISA Plan must give appropriate consideration to, among other things, 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 portfolio’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 (See “Tax Aspects—Unrelated Business Taxable Income” and “—Certain Matters Relating to Specific Exempt Organizations”) 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. For example, a fiduciary should consider whether an investment in the Fund may be too illiquid or too speculative for a particular ERISA Plan and whether the assets of the ERISA Plan would be sufficiently diversified. A large percentage of the Fund’s investments may be illiquid (See “Types of Investments and Related Risk Factors -- Restricted and Illiquid Investments”) and Interests in the Fund itself are subject to substantial restrictions on redemptions and transfer (See “Redemptions, Repurchases of Interests and Transfers -- Repurchases of Interests”). In addition, a fiduciary should consider the fact that the Fund will provide a list of the underlying Investment Funds, upon request, to the fiduciary. If a fiduciary with respect to any such ERISA Plan breaches its responsibilities with regard to selecting an investment or an investment course of action for such ERISA Plan, the fiduciary may be held personally liable for losses incurred by the ERISA Plan as a result of such breach.

Because the Company is registered as an investment company under the 1940 Act, neither the Adviser nor any of the Investment Managers are fiduciaries within the meaning of ERISA to any ERISA Plan investing in the Fund solely by reason of an investment in the Fund and the Adviser and Investment Managers are not obligated by ERISA to treat the underlying assets of the Fund as “plan assets” for purposes of ERISA’s fiduciary responsibility and prohibited transaction rules.

The Board of Managers will require an ERISA Plan proposing to invest in the Fund to represent: (i) that both it and any fiduciaries responsible for the Plan’s investments are aware of and understand the Fund’s investment objective, policies, strategies and risks (ii) that the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document decision to invest plan assets in the Fund was made with appropriate consideration of relevant investment factors with regard to the ERISA Plan, (iii) that the decision to invest plan assets in the Fund is consistent with the duties and responsibilities imposed upon fiduciaries with regard to their investment decisions under ERISA and (iv) that the investment is authorized by the relevant Plan documents.

ERISA and the Code prohibit certain transactions between a Plan and persons who have certain specified relationships to such Plan (“parties in interest” within the meaning of ERISA or “disqualified persons” within the meaning of the Code). Certain prospective ERISA Plan investors may currently maintain relationships with the Adviser or the Investment Managers, or with other entities that are affiliated with the Adviser or the Investment Managers. Each of the Adviser, the Investment Managers and their affiliates may be deemed to be a party in interest or disqualified person with respect to any ERISA Plan to which it provides investment management, investment advisory or other services. ERISA Plan investors should consult with counsel to determine if an investment in the Fund is a transaction that is prohibited by ERISA or the Code. An ERISA Plan investing in the Fund will be required to make certain representations, including representations that the decision to invest in the Fund was made by a person that is independent of the Adviser, the Investment Managers and their affiliates; that such person is duly authorized to make such investment decision; and that the ERISA Plan has not relied on any individualized advice or recommendation of the Adviser, an Investment Manager or their affiliates, as a primary basis for the decision to invest in the Fund.

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

VI. ADDITIONAL INFORMATION

THE FOLLOWING IS A SUMMARY DESCRIPTION OF ADDITIONAL ITEMS AND OF SELECT PROVISIONS OF THE COMPANY AGREEMENT THAT MAY NOT BE DESCRIBED ELSEWHERE IN THIS CONFIDENTIAL MEMORANDUM. THE DESCRIPTION OF SUCH ITEMS AND PROVISIONS IS NOT DEFINITIVE, AND REFERENCE SHOULD BE MADE TO THE COMPLETE TEXT OF THE COMPANY AGREEMENT.

MEMBER INTERESTS.

Persons who purchase Interests in the offering being made hereby will be Members. The Adviser and its affiliates may contribute capital to and maintain an investment in the Fund and, to that extent, will be Members of the Fund.

LIABILITY OF MEMBERS.

Under Delaware law and the Company Agreement, each Member will be liable for the debts and obligations of the Fund only to the extent of such Member’s capital account balance (plus such Member’s share of any unallocated net profits and assets). However, a

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Member may be obligated to return to the Fund amounts distributed to the Member in certain circumstances where, after giving effect to the distribution, certain liabilities of the Fund exceed the fair market value of the Fund’s assets, or where the distribution was made to such Member in error.

DUTY OF CARE OF THE MANAGERS.

The Company Agreement provides that a Manager shall not be liable to the Fund or any of the Members for any loss or damage occasioned by any act or omission in the performance of the Manager’s services as such in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Manager’s office. The Company Agreement also contains provisions for the indemnification, to the extent permitted by law, of a Manager by the Fund (but not by the Members individually) against any liability and expense to which the Manager may be liable that arise in connection with the performance of the Manager’s activities on behalf of the Fund. Managers shall not be personally liable to any Member for the repayment of any positive balance in the Member’s capital account or for contributions by the Member to the capital of the Fund or by reason of any change in the Federal, state or other income tax laws applicable to the Fund or its investors. The rights of indemnification and exculpation provided under the Company Agreement 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 the Company Agreement to the fullest extent permitted by law.

AMENDMENT OF THE COMPANY AGREEMENT; CONFIDENTIALITY.

The Company Agreement may generally be amended, in whole or in part, with the approval of the Board of Managers (including a majority of the disinterested Managers, if required by the 1940 Act) and without the approval of the Members unless the approval of Members is required by the 1940 Act. However, certain amendments to the Company Agreement involving capital accounts and allocations thereto may not be made without the written consent of any Member adversely affected thereby or unless each Member has received written notice of the amendment and any Member objecting to the amendment has been allowed a reasonable opportunity (pursuant to any procedures as may be prescribed by the Board of Managers) to tender its entire Interest for repurchase by the Fund. Pursuant to the terms of the Company Agreement, Members will be prohibited from disclosing certain confidential information relating to Members or the Company, except as required by law or as consented to in writing by the Board of Managers (which consent may be withheld by the Board of Managers in its sole discretion).

POWER OF ATTORNEY.

By subscribing for an Interest, each Member will appoint each of the Managers his, her or its attorney-in-fact for purposes of filing certificates and documents relating to the formation and maintenance of the Company as a limited liability company under Delaware law or signing all instruments effecting authorized changes in the Company, the Fund or the Company Agreement and conveyances and other instruments deemed necessary to effect the dissolution or termination of the Company.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The power-of-attorney is a special power-of-attorney and is coupled with an interest in favor of the Board of Managers and as such shall be irrevocable and will continue in full force and effect notwithstanding the subsequent death or incapacity of any Member granting the power-of-attorney, and shall survive the delivery of a transfer by a Member of all or any portion of an Interest, except that where the transferee thereof has been approved by the Board of Managers for admission to the Fund as a substitute Member this power-of-attorney given by the transferor shall terminate.

TERM, DISSOLUTION AND LIQUIDATION.

The Company Agreement provides that the Fund shall be dissolved:

o upon the affirmative vote of: (i) the Board of Managers, or (ii) Members holding at least two-thirds (2/3) of the total number of votes eligible to be cast by all Members;

o as described above under “Redemptions, Repurchases of Interests and Transfers—Repurchases of Interests”;

o upon the failure of Members to elect successor Managers at a meeting called by the Adviser when no Manager remains to continue the business of the Fund; or

o as required by operation of law or as otherwise provided for in the Company Agreement.

The Company shall dissolve in the event that: (i) the Fund and all other funds of the Company are dissolved; and (ii) the Managers either have resigned or so elect.

Upon the occurrence of any event of dissolution of the Fund or the Company, the Board of Managers shall appoint the Adviser as liquidator (or, if the Board of Managers does not so appoint the Adviser or the Adviser is unable to perform this function, a liquidator shall be selected by Members holding a majority of the total number of votes to be cast by all Members) which liquidator is charged with winding up the affairs of the Fund or the Company and liquidating its assets. Net profits or net loss during the fiscal period including the period of liquidation will be allocated to Members as described in “Capital Accounts and Allocations -- Allocation of Net Profits and Net Losses.”

Upon the liquidation of the Fund or the Company, its net assets (after establishment by the Board of Managers of any reserves) will be distributed: (i) first to satisfy the debts, liabilities and obligations of the Fund or the Company (other than debts to Members) including actual or anticipated liquidation expenses, (ii) next to repay debts owing to the Members and (iii) finally to the Members proportionately in accordance with the balances in their respective capital accounts. Assets may be distributed in-kind on a pro rata basis if the Board of Managers or liquidator determines that the distribution of assets in kind would be in the interests of the Members in facilitating an orderly liquidation.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

The Board of Managers has selected Deloitte & Touche LLP as the Independent Registered Public Accounting Firm of the Company. Their principal business address is located at Two World Financial Center, New York, New York 10281-1414.

K&L Gates LLP, State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111, serves as legal counsel to the Company and the Adviser.

CUSTODIAN.

JPMorgan Chase Bank, N.A. serves as the Custodian of the assets of the Fund and may maintain custody of such assets with domestic and foreign subcustodians (which may be banks, trust companies, securities depositories or clearing agencies) approved by the Board of Managers in accordance with the requirements set forth in Section 17(f) of the 1940 Act and the rules adopted thereunder. Assets of the Fund are not held by the Adviser or commingled with the assets of other accounts, except to the extent that securities may be held in the name of the Custodian or a subcustodian in a securities depository, clearing agency or omnibus customer account. The Custodian’s principal business address is 270 Park Avenue, New York, New York 10017.

PRIVACY NOTICE FOR INDIVIDUAL INVESTORS.

The Fund may collect or capture nonpublic information about natural person Members from the following sources:

o Forms, such as the Fund’s subscription booklet;

o Oral conversations with the Fund’s representatives;

o Members’ transactions with the Fund;

o Electronic sources such as the Adviser’s web sites or e-mails; and

o Bank accounts used for transfers and wires.

The Fund does not disclose any nonpublic personal information about a natural person Member or former Member to non-affiliated third parties without the Member’s authorization, except as permitted by law or in response to inquiries from governmental authorities. The Fund restricts access to natural person Members’ personal and account information to those parties who need to know that information to provide products and services to such Members. The Fund also may disclose that information to unaffiliated third parties (such as a transfer agent or broker) only as permitted by law and only as needed for the Fund to provide agreed services to such Members. The Fund maintains physical, electronic and procedural safeguards to guard nonpublic personal information concerning natural person Members. The Fund will properly dispose of consumer report information (as required by and defined in Regulation S-P).

INQUIRIES.

Inquiries concerning the Fund and Interests should be directed to General Motors Investment Management Corporation, 767 Fifth Avenue, 15th Floor, New York, New York 10153 or via the telephone at (212) 418-6150.

The Fund’s financial statements for the fiscal year ended March 31, 2008 have been audited by Deloitte & Touche LLP and appear beginning on the following page.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document GMAM Absolute Return Strategy Fund I (A Series of GMAM Absolute Return Strategies Fund, LLC)

Report of Independent Registered Public Accounting Firm

Financial Statements For the year ended March 31, 2008

Two World Financial Center

New York, NY 10281-1414

USA

Tel: +1 212 436-2000

Fax: +1 212 436-5000

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members and Board of Managers of GMAM Absolute Return Strategies Fund, LLC:

We have audited the accompanying statement of assets, liabilities and members’ capital, including the schedule of investments, of GMAM Absolute Return Strategy Fund I (“Fund I”), a series of GMAM Absolute Return Strategies Fund, LLC, as of March 31, 2008, and the related statements of operations and cash flows for the year then ended, the statements of changes in members’ capital for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of Fund I’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. Fund I is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Fund I’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and the significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fund I as of March 31, 2008, and the results of its operations and its cash flows for the year then ended, the changes in their members’ capital for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

May 30, 2008

SCHEDULE OF INVESTMENTS March 31, 2008

Percentage

Initial Number of First

Acquisition of Members’ Fair Redemption Date

Date Cost Shares Capital Value Without Fees** Liquidity**

Investments in Investment Funds ^ #

(94.79%)

Convertible Arbitrage √ (2.23%)

Aristeia International Limited, Class A Mar-03 $70,000,000 126,548 2.23% $93,414,229 N/A Quarterly

Distressed Investment √ (16.83%)

Avenue Europe International, Ltd., (3) Class F, Series 0306 Aug-05 100,000,000 9,134 2.85% 119,087,851 6/30/08 Quarterly

Bayview Opportunity Offshore, L.P. Mar-08 31,124,910 * 0.73% 30,725,484 3/31/12 Quarterly (4) Cerberus International, Ltd., Class A Dec-01 75,000,000 194 3.25% 135,876,330 10/31/09 Quarterly

Greywolf Capital Overseas Fund,

Class A Initial Series Dec-04 69,823,072 55,841 2.08% 87,102,601 N/A Annually

Greywolf Capital Overseas Fund, (1) (1) Class S *** Dec-05 6,112,867 6,113 0.16% 6,523,360 N/A N/A

King Street Capital, L.P. Jun-02 58,514,227 * 2.81% 117,717,517 N/A Quarterly

King Street Capital, L.P., (1) (1) Special Investment *** Jan-06 4,503,988 * 0.13% 5,275,905 N/A N/A

Silver Point Capital Offshore, Ltd.

Class H Series 242 Nov-07 122,809,926 12,282 2.72% 113,803,700 12/31/09 Annually

Silver Point Capital Offshore, Ltd. (1) (1) Class D*** Dec-07 2,115,303 213 0.05% 1,991,672 N/A N/A (8) STYX International Fund, Ltd., Class A Series 1 Apr-02 67,442,600 26,599 2.05% 85,754,883 10/31/09 Annually

703,859,303

Equity Market Neutral √ (3.13%)

AQR Global Stock Selection HV

Offshore Fund Ltd., Class E Series Initial Nov-06 50,000,000 500 1.06% 44,408,422 12/31/08 Quarterly

AQR Global Stock Selection HV

Offshore Fund Ltd., Class E Series 06 2007 Jun-07 10,000,000 86 0.18% 7,488,167 6/30/09 Quarterly

Numeric European Market Neutral

* Offshore Fund I, L.P. Aug-03 34,894,296 1.09% 45,325,252 N/A Monthly

Numeric Japanese Market Neutral

Offshore Fund III Ltd., Class B Series 1 Dec-02 25,000,000 250,000 0.80% 33,466,684 N/A Monthly

Event Driven √ (15.40%)

Aristeia Special Investments, Ltd.

Class A Voting Initial Series March 2007 Mar-07 40,000,000 40,000 0.97% 40,626,800 N/A Quarterly

Canyon Special Opportunities Fund (Cayman) Ltd. Sep-07 100,000,000 100,118 2.16% 90,379,542 12/31/09 Quarterly

Castlerigg International Limited,

Class A Series 1 Nov-03 59,624,013 257,408 2.25% 93,942,590 N/A Quarterly

Castlerigg International Limited,

Class A Series 6 June 1, 2007 Jun-07 119,252 305 0.00% 110,179 N/A Quarterly

Castlerigg International Limited,

Class A Series 10 October 1, 2007 Oct-07 130,969 348 0.00% 125,233 N/A Quarterly

Castlerigg International Limited,

Class A Series 12 December 1, 2007 Dec-07 125,766 338 0.00% 120,621 N/A Quarterly

Centaurus Alpha Fund, Ltd.,

Voting A US $ Shares Dec-05 100,000,000 652,379 2.83% 118,397,279 N/A Monthly

See Accompanying Notes to Financial Statements

SCHEDULE OF INVESTMENTS March 31, 2008 (concluded)

First

Percentage Redemption

Initial Number of Date

Acquisition of Members’ Fair Without

Date Cost Shares Capital Value Fees** Liquidity**

Investments in Investment Funds ^ #

(94.79%) (continued)

Event Driven √ (15.40%) (continued)

Empyrean Capital Overseas Fund Ltd.,

Class A Series 1 Aug-04 $12,227,092 11,988 0.37% $15,573,532 N/A Quarterly

Empyrean Capital Overseas Fund Ltd., (1) (1) Class S Series 1 Nov-06 1,132,600 1,133 0.02% 957,058 N/A N/A

Empyrean Capital O/S Fund Ltd

Class E Series 1 Jul-07 35,000,000 35,000 0.78% 32,098,850 6/30/10 Quarterly

Empyrean Capital O/S Fund Ltd

Class E1 Series 1 Jul-07 28,856,021 40,000 0.88% 36,773,200 6/30/10 Quarterly

OZ Asia Overseas Fund, Ltd.,

Class A Series 26 May-06 70,505,899 68,420 1.78% 74,478,233 N/A Annually (1) (1) OZ Asia Overseas Fund, Ltd., Class C *** May-06 13,774,430 13,774 0.37% 15,300,296 N/A N/A

Taconic Opportunity Offshore Fund Ltd

Class B Series 21 NR Jul-07 125,000,000 125,000 2.99% 124,950,235 6/30/09 Annually

643,833,648

Long/Short Equity √ (38.96%)

Alson Signature Fund Offshore Ltd.,

Class A Series Oct 01, 2002 Apr-04 75,000,000 58,398 2.21% 92,344,646 N/A Quarterly (2) Artis Partners Ltd., Class A Series 1 Jan-04 56,121,727 426,011 1.89% 79,142,012 8/31/08 Monthly

Artis Partners 2X Ltd., Class A Series 1 Aug-04 20,000,000 183,310 0.86% 35,868,155 N/A Monthly

Black Bear Offshore Fund Limited

Class A Jan-02 30,000,000 126,047 1.46% 61,243,673 N/A Quarterly

Cycladic Catalyst Fund, USD Class BB Apr-06 30,000,000 300,000 0.27% 11,415,000 6/30/08 Semiannually

Front Point Offshore Healthcare

Fund, L.P. May-05 75,000,000 * 2.33% 97,364,800 N/A Quarterly

HealthCor Offshore, Ltd.,

Class A Series 1 Jul-07 125,000,000 86,305 3.12% 130,372,137 9/30/09 Quarterly

HealthCor Offshore, Ltd,

Class A Series 5 (Jan 08) Jan-08 25,000,000 25,000 0.59% 24,524,751 3/31/10 Quarterly

Ivory Offshore Flagship Fund, Ltd

Class A Ser 1. May-04 95,000,000 125,386 3.17% 132,680,503 N/A Quarterly

Lansdowne European Equity Fund

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Ltd., Class B USD Shares (5) Series 2 (01 Jan) Jan-06 55,000,000 324,412 1.40% 58,718,359 1/31/09 Monthly

Lansdowne European Equity Fund

Ltd., Class B USD Shares

Series 6 (01 Jul) Jul-06 10,000,000 62,331 0.27% 11,169,642 N/A Monthly

Lansdowne European Equity Fund

Ltd., Class B USD Shares

Series 14 (01 Dec) Dec-05 25,000,000 206,199 0.74% 30,887,883 N/A Monthly

Lansdowne UK Equity Fund Limited (6) USD Shares Feb-07 80,000,000 297,158 2.30% 96,265,370 1/31/09 Monthly

Longbow Capital International Fund,

Ltd., Class C Series 1 Jan-06 32,500,000 31,685 0.88% 36,761,453 N/A Quarterly

Longbow Partners, L.P. Jan-06 32,500,000 * 0.89% 37,036,820 N/A Quarterly

Longbow Infrastructure, Ltd. (7) Class C Series 1 (2007-03-01) Mar-07 70,000,000 67,795 1.74% 72,680,122 3/31/09 Quarterly

Renaissance Institutional Equities Fund,

LLC, Series B May-06 75,000,000 * 1.86% 77,899,687 N/A Monthly

Samlyn Offshore, Ltd., Class A Series 5 Oct-07 75,000,000 75,000 2.00% 83,737,826 12/31/09 Semiannually

Scout Capital Fund, Ltd., Class A

Series 1 Dec-01 64,945,547 477,802 2.63% 109,829,635 N/A Quarterly

Stadia Capital Limited, Class AB

Series 1 Jan-04 48,149,071 334,291 1.51% 63,057,285 N/A Quarterly

Tosca Fund Ltd., USD Class A Apr-02 54,189,699 332,666 2.14% 89,596,104 N/A Quarterly

TPG-Axon Partners (Offshore), Ltd.

Class H Series 76 Dec-07 125,000,000 125,000 3.01% 125,862,101 3/31/10 Quarterly

Zaxis Offshore Limited, Class A1 Nov-01 45,622,642 34,552 1.69% 70,818,687 N/A Monthly

1,629,276,651

See Accompanying Notes to Financial Statements

SCHEDULE OF INVESTMENTS March 31, 2008 (continued)

Percentage First

Initial Number of Redemption

Acquisition of Members’ Fair Date

Date Cost Shares Capital Value Without Fees** Liquidity**

Investments in Investment Funds ^ #

(94.79%) (continued)

Multi-Strategy √ (8.60%)

June-07 Canyon Value Realization Fund Ltd, Class A $125,000,000 29,125 2.87% $119,897,588 N/A Quarterly

O’Connor Global Multi-Strategy Alpha Limited,

Class M Series 1 Oct-01 73,441,004 76,590 2.56% 107,095,478 N/A Quarterly

Shepherd Investments International Limited,

Class B Jan-02 72,187,322 26,911 2.60% 108,625,265 N/A Quarterly

Shepherd Investments International Limited, (1) (1) Class S *** Feb-06 24,132,757 471,801 0.57% 24,192,349 N/A N/A

359,810,680

Relative Value √ (9.64%)

Bridgewater Pure Alpha Fund I,

Class B Lead Series Jun-06 75,000,000 41,348 2.09% 87,391,931 N/A Monthly

Goldman Sachs Global Alpha Fund Plc., Class C Series 1 Mar-06 75,000,000 448,646 1.02% 42,697,932 N/A Quarterly

Gracie International Credit Opportunities

Fund, Ltd., Class D Series 1 Jan-06 65,000,000 58,095 2.10% 87,839,210 N/A Quarterly

Gracie International Credit Opportunities

Fund, Ltd., Class D Series 2 Aug-07 30,000,000 22,313 0.81% 33,738,637 9/30/09 Quarterly

Gracie International Credit Opportunities

Fund, Ltd., Class D Series 3 Jan-08 10,000,000 7,050 0.25% 10,660,715 3/31/10 Quarterly

Regiment Capital, Ltd., Class 1 Series M Feb-06 58,000,000 580,000 1.69% 70,686,050 6/30/08 Annually

Regiment Capital, Ltd., Class 1 Series M2 Mar-08 70,000,000 700,000 1.68% 70,216,580 6/30/10 Annually

403,231,055

Total Investments in Investment Funds ^ # (cost

$3,315,627,000) $3,964,114,091

Investment in Short-term Securities (2.54%)

JP Morgan Chase Nassau Time Deposit 106,043,549

Total Investments (cost $3,421,670,549) 4,070,157,640

MEMBERS’ CAPITAL (100.00%) $4,181,884,418

See Accompanying Notes to Financial Statements

SCHEDULE OF INVESTMENTS March 31, 2008 (concluded)

Investment Strategy as a percentage of Members’ Capital √

Percent of

Strategy Allocation Members'

Capital

Convertible Arbitrage 2.23%

Distressed Investment 16.83%

Equity Market Neutral 3.13%

Event Driven 15.40%

Long/Short Equity 38.96%

Multi-Strategy 8.60%

Relative Value 9.64%

Total Investments in Investment Funds 94.79%

# Non–income producing securities.

Securities are issued in private placement transactions and as such are restricted as to resale. Total cost and fair value of ^ restricted securities as of March 31, 2008 was $3,315,627,000 and $3,964,114,091, respectively.

* Security is a partnership that does not issue shares.

** See discussion in Note 9 to the financial statements.

*** Multiple side pocket investments aggregated under the same Investment Fund.

√ Strategy classifications are unaudited.

(1) These investments are not redeemable until a realization or liquidity event occurs for the underlying investments as determined by the respective

Investment Fund. See discussion in Note 9 to the financial statements.

(2) The most recent subscription into Artis Partners Ltd. Class A Series 1 in the amount of $10,000,000 may be redeemed without early redemption fees

based on the valuation date of August 31, 2008. All previous subscriptions are not subjected to early redemption fees.

(3) The most recent subscription into Avenue Europe International, Ltd. Class F Series 0306 in the amount of $25,000,000 may be redeemed without early

redemption fees based on the valuation date of June 30, 2008. All previous subscriptions are not subjected to early redemption fees.

(4) The most recent subscription into Cerberus International Ltd. Class A in the amount of $30,000,000 may be redeemed without early redemption fees

based on the valuation date of October 31, 2009. All previous subscriptions are not subjected to early redemption fees.

(5) The most recent subscription into Lansdowne European Equity Fund Ltd. Class B USD Shares Series 2 in the amount of $15,000,000 may be

redeemed without early redemption fees based on the valuation date of January 31, 2009. All previous subscriptions are not subjected to early

redemption fees.

(6) The most recent subscription into Lansdowne UK Equity Fund Limited USD Shares in the amount of $30,000,000 may be redeemed without early

redemption fees based on the valuation date of January 31, 2009. All previous subscriptions are not subjected to early redemption fees.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (7) The initial subscription into Longbow Infrastructure, Ltd. Class C Series 1 in the amount of $30,000,000 may be redeemed without early redemption

fees based on the valuation date of March 31, 2009. Subsequent subscriptions in the amount of $20,000,000 may be redeemed without early

redemption fees based on the valuation dates of June 30, 2009 and December 31, 2009, respectively.

(8) The most recent subscription into STYX International Fund Ltd. Series 1 in the amount of $30,000,000 may be redeemed without early redemption

fees based on the valuation date of October 31, 2009. All previous subscriptions are not subjected to early redemption fees.

(9) Based on the information available to the Fund I, there are no exposures to any individual investment in the Investment Funds that exceed 5% of the

Fund I’s net assets as of March 31, 2008.

See Accompanying Notes to Financial Statements

STATEMENT OF ASSETS, LIABILITIES AND MEMBERS’ CAPITAL MARCH 31, 2008

ASSETS Investments in Investment Funds, at fair value (cost $3,315,627,000) $ 3,964,114,091 Investment in Short-term Securities (cost $106,043,549) 106,043,549 Receivable from redemption of investments in Investment Funds 122,565,194 Interest receivable 215,039 Total assets 4,192,937,873

LIABILITIES Management fee payable 10,285,805 Accounting and administration fees payable 204,529 Board of Managers’ fees payable 69,681 Other accrued expenses 493,440 Total liabilities 11,053,455

MEMBERS’ CAPITAL $ 4,181,884,418

MEMBERS’ CAPITAL: Represented by: Capital $ 3,556,801,661 Net unrealized appreciation on investments 648,487,091 Accumulated net realized gain on investments 95,240,752 Accumulated net investment loss (118,645,086) MEMBERS’ CAPITAL $ 4,181,884,418

See Accompanying Notes to Financial Statements

STATEMENT OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 2008

INVESTMENT INCOME: Interest $ 2,372,645 Total investment income 2,372,645

EXPENSES: Management fee 37,386,799 Accounting and administration fees 788,025 Professional fees 549,000 Board of Managers’ fees 75,000 Miscellaneous expenses 991,927 Total expenses 39,790,751

NET INVESTMENT LOSS (37,418,106)

REALIZED AND UNREALIZED GAIN ON INVESTMENT IN INVESTMENT FUNDS Net realized gain on investments in Investment Funds 29,693,242 Net change in unrealized appreciation on investments in Investment Funds (23,547,497)

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS IN INVESTMENT FUNDS 6,145,745

NET DECREASE IN MEMBERS’ CAPITAL DERIVED FROM INVESTMENT OPERATIONS $ (31,272,361)

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

For the For the Year Ended Year Ended March 31, 2008 March 31, 2007

MEMBERS’ CAPITAL, BEGINNING OF YEAR $ $3,108,156,779 $ 2,580,788,375

Capital contributions 1,152,505,875 275,650,000

Capital withdrawals (47,505,875) -

Net investment loss (37,418,106) (27,232,419)

Net realized gain on investments in Investment Funds 29,693,242 50,762,356

Net change in unrealized appreciation on investments in Investment Funds (23,547,497) 228,188,467

MEMBERS’ CAPITAL, END OF YEAR $ 4,181,884,418 $ 3,108,156,779

ACCUMULATED NET INVESTMENT LOSS $ (118,645,086) $ (81,226,980)

See Accompanying Notes to Financial Statements

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2008

CASH FLOWS FROM OPERATING ACTIVITIES Net decrease in Members’ Capital derived from investment operations $ (31,272,361) Adjustments to reconcile net decrease in Members’ Capital derived from investment operations to net cash used in operating activities: Purchases of investments in Investment Funds (1,251,599,890) Proceeds from redemption of investments in Investment Funds 242,621,835 Purchases of investments in Short-term Securities, net (61,063,240) Net realized gain on investments in Investment Funds (29,693,242) Net decrease in unrealized appreciation on investments in Investment Funds 23,547,497 Increase in interest receivable (21,866) Increase in management fee payable 2,778,872 Increase in accounting and administration fees payable 23,469 Increase in Board of Managers’ fees payable 4,886 Decrease in other accrued expenses (325,960) Net cash used in operating activities (1,105,000,000) CASH FLOW FROM FINANCING ACTIVITIES Capital contributions 1,152,505,875 Capital withdrawals (47,505,875) Net cash provided by financing activities 1,105,000,000 NET CHANGE IN CASH - CASH AT BEGINNING OF YEAR - CASH AT END OF YEAR $ -

See Accompanying Notes to Financial Statements

NOTES TO FINANCIAL STATEMENTS – MARCH 31, 2008

1. ORGANIZATION

GMAM Absolute Return Strategies Fund, LLC (the “Company”) was organized as a Delaware limited liability company on June 13, 2001. In November, 2002, the Company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company. The interests in the Company are not registered under the Securities Act of 1933, as amended (the “1933 Act”). The Company is organized to offer one or more series of membership interests (each a “Fund” and collectively the “Funds”). The Managers (as defined below) on behalf of the Company may create one or more Funds (and one or more classes of equity membership and/or debt interests in any Fund or Funds) at any time without the approval of the persons who have purchased interests in any Fund (“Members”). Each Fund will have such relative rights, powers and duties, and invest in such securities and other instruments and assets, as the Managers shall deem proper, including rights, powers and duties senior or subordinate to other Funds.

The Company has created GMAM Absolute Return Strategy Fund I, a series of the Company (“Fund I”) which commenced operations on June 26, 2001. The investment advisor for Fund I is General Motors Investment Management Corporation (the “Advisor”), an indirect wholly owned subsidiary of General Motors Corporation (“General Motors”). The Advisor manages the investment activities of Fund I pursuant to an investment advisory agreement (the “Investment Advisory Agreement”) with the Company.

Fund I seeks to achieve its objectives through the allocation of capital among selected investment managers (the “Portfolio Managers”) or the investment funds that they manage (“Investment Funds”). Fund I primarily invests in Investment Funds and Fund I currently does not have any separate account arrangements with Portfolio Managers. Responsibility for the overall management and supervision of the operations of the Company is vested in the persons or entities (“Managers”) that serve as the Board of Managers of the Company (“Board of Managers”).

2. SIGNIFICANT ACCOUNTING POLICIES

Investment Valuation – Investments in Investment Funds - Fund I values its investments in Investment Funds at fair value, which is provided by the Portfolio Managers or the Investment Funds. Under procedures established by the Board of Managers, the Advisor conducts periodic reviews of the valuation methodology used by each Portfolio Manager or Investment Fund to ascertain that they utilize readily available market values and otherwise follow fair value procedures that the Advisor reasonably believes are consistent with those set forth in its own valuation policies and procedures in determining its net asset value. Where estimates are used in determining the net asset value, there may be a material difference from the values that would exist in a ready market due to the inherent subjectivity of these estimates. The valuations provided by the Portfolio Managers and the Investment Funds have been determined pursuant to the valuation policies of the respective Portfolio Manager or Investment Funds’ management. In accordance with these procedures, fair value as of each month-end ordinarily is the net asset value determined as of such month-end for each Investment Fund in accordance with the Investment Fund’s valuation policies and reported at the time of Fund I’s valuation. As a general

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document matter, the fair value of Fund I’s interest in an Investment Fund represents the amount that Fund I could reasonably expect to receive from an Investment Fund if Fund I’s interest were redeemed at the time of the valuation, based on information reasonably available at the time the valuation is made and that Fund I believes to be reliable.

NOTES TO FINANCIAL STATEMENTS – MARCH 31, 2008 (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Investment Valuation – Investments in Investment Funds – (continued) - If the Advisor determines that the most recent value reported by the Portfolio Manager or Investment Fund does not represent fair value or if the Portfolio Manager or the Investment Fund fails to report a value to Fund I, a fair value determination is made under procedures established by and under the general supervision of the Board of Managers. The values assigned to these investments are based on available information and do not necessarily represent amounts that might ultimately be realized, as such amounts depend on future circumstances and cannot reasonably be determined until the individual investments are actually liquidated. As of March 31, 2008, no investments in Investment Funds were valued using this approach.

Investment Valuation - Investment in Short-term Securities - Fund I values its investments in Short-term Securities at cost, which approximates fair value and records the accrued interest separately as a receivable.

Investment Transactions and Related Investment Income - Investment transactions are recorded on a trade date basis. Dividend income and distributions from Investment Funds are recorded on ex-date. Interest income is recognized on an accrual basis.

Net realized gains or losses are recognized when Fund I redeems or partially redeems its interest in an investment. In determining the net gain or loss on redemption of investments in Investment funds, the cost of such investments is determined on the average cost basis.

Net Asset Valuation - Fund I’s net asset value as of the end of each month is determined, generally, within 30 business days of the last day of that month. All valuations are net of expenses, including accrued management fees and performance fees or allocations payable to the Portfolio Managers.

Fund Expenses - Fund I bears all of its operating expenses other than those specifically required to be borne by the Advisor or another party pursuant to the Investment Advisory Agreement or another agreement with the Company. The Advisor is entitled to reimbursement from Fund I for any expenses that it pays on behalf of Fund I.

Income Taxes - Fund I is treated as a partnership for federal, state and local income tax purposes, and, as such, taxes are the responsibility of the individual Members. Therefore, no provision for the payment of federal, state or local income taxes has been made.

Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates and assumptions, by their nature, are based on judgments and available information. Actual results could differ from these estimates and assumptions.

NOTES TO FINANCIAL STATEMENTS – MARCH 31, 2008 (continued)

3. ALLOCATION OF PROFITS AND EXPENDITURES

As of the last day of each fiscal period, the net profit or net loss (as defined in the Company’s Amended and Restated Limited Liability Company Agreement (the “Agreement”)) for the fiscal period for Fund I shall be allocated among and credited to or debited against the capital accounts of the Members in accordance with their respective investment percentages in Fund I for such fiscal period. Except as otherwise provided for in the Agreement, any expenditures payable by a Fund, to the extent determined by the Board of Managers to have been paid or withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Members, shall be charged to only those Members on whose behalf such payments are made or whose particular circumstances gave rise to such payments. These charges shall be debited to the capital accounts of such Members as of the close of the fiscal period during which any such items were paid or accrued by such Fund.

4. RELATED PARTY TRANSACTIONS

The Advisor serves as a fiduciary to First Plaza Group Trust and General Motors Welfare Benefit Trust, each of which owns approximately 88% and 11%, respectively, of Fund I as of March 31, 2008. First Plaza Group Trust is a group trust representing various employee benefit plans, including plans of General Motors and its affiliates and/or former affiliates. General Motors Welfare Benefit Trust is a welfare benefit trust representing employee welfare benefit plans of General Motors hourly employees.

Management Fee – The Company receives investment management and advisory services under the Investment Advisory Agreement that provides for a fee, calculated monthly, to be paid quarterly to the Advisor at an annual rate of 1.00% of Fund I’s net assets. The Advisor may, in its discretion or as required by applicable law, reimburse or offset the fees incurred by a Member that has a separate advisory or other fiduciary relationship with the Advisor or its affiliates.

The Investment Funds pay asset-based management fees to the Portfolio Managers ranging from 1.00% to 2.00% annually of the net assets of the Investment Funds. Additionally, the Portfolio Managers generally receive incentive fees or incentive allocations of generally up to 20% of the Investments Funds’ net profits. These management and incentive fees (as well as other expenses of the Investment Funds) are accounted for in the valuations of the Investment Funds (which are reported in these financial statements net of such fees) and are not included in management fees on the Statement of Operations.

Board of Managers’ Fees - Each member of the Board of Managers who is not an “interested person” of the Company, as defined in the 1940 Act (the “Independent Managers”), receives an annual retainer of $20,000 plus a fee of $5,000 for each board meeting attended in person or $2,500 for each board meeting attended telephonically. Currently, one Manager is an “interested person” of the Company. The Company reimburses those Independent Managers for all reasonable out-of-pocket expenses incurred by them in performing their duties.

NOTES TO FINANCIAL STATEMENTS – MARCH 31, 2008 (continued)

5. ADMINISTRATIVE SERVICES

PFPC Inc. serves as Administrative, Accounting and Investor Servicing Agent to Fund I and in that capacity provides certain administrative, accounting, record keeping and investor related services. PFPC Inc. receives a monthly fee based upon Fund I’s net assets at the beginning of each month after taking into account any capital contribution made on the first business day of the month, subject to minimum monthly fees.

6. SECURITIES TRANSACTIONS

Total purchases and redemptions of investments in Investment Funds by Fund I for the year ended March 31, 2008 amounted to $1,251,599,890 and $283,339,754 respectively.

7. TAX

The cost of investments in Investment Funds for federal income tax purposes is adjusted for items of taxable income allocated to Fund I from the Investment Funds. The allocated taxable income has not been provided to Fund I for all of the Investment Funds as of March 31, 2008. As such, the tax basis of investments in Investment Funds is listed below adjusted by using the most recent available taxable income adjustment allocated to Fund I as of tax year end, September 30, 2007.

Tax Basis Book Basis Cost basis $3,392,588,887 $ 3,315,627,000 Gross unrealized gain 658,389,496 735,351,383 Gross unrealized loss (86,864,292) (86,864,292) Net unrealized gain on investments 571,525,204 648,487,091

Each Member of Fund I as of March 31, 2008 is organized and created as a tax-exempt trust under Section 501(a) of the Internal Revenue Code of 1986, as amended.

NOTES TO FINANCIAL STATEMENTS – MARCH 31, 2008 (continued)

8. NEW ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standard Board (“FASB”) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position must meet before being recognized in the financial statements. In February 2008, the FASB issued FSP FIN 48-2, which allows the Company, due to the fact that the Company is not registered under the 1933 Act to defer FIN 48 adoption until the fiscal year beginning after December 15, 2007. At this time, management is evaluating the implication of FIN 48 and its impact has not yet been determined.

In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), was issued and is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. At this time, management is evaluating the implications of FAS 157 and its impact on Fund I’s financial statements has not yet been determined.

9. CREDIT, LIQUIDITY AND MARKET RISK

Investing in Fund I involves certain risks, including the risk that the entire amount invested may be lost. Investments in Investment Funds may be restricted from early redemptions or subject to fees for early redemptions as part of contractual obligations agreed to by the Advisor on behalf of Fund I. Investment Funds generally require the Advisor to provide advanced notice of its intent to redeem Fund I’s total or partial interest and may delay or deny a redemption request depending on the Investment Fund’s governing agreements. As of March 31, 2008, approximately 28% of the investments in Investment Funds by Fund I are restricted from early redemptions and 5% are potentially subject to early redemption fees. Additionally, liquidity in Investment Funds may be limited due to a discretionary “gate” that may be imposed by the Investment Fund. Investment Funds typically exercise gates when redemption requests exceed a specified percentage of the overall Investment Funds’ net assets. Gates are imposed to prevent disorderly withdrawals in the underlying Investment Funds, and may limit the amount of capital allowed to redeem from Investment Funds on their respective liquidity dates. As of March 31, 2008, approximately 41% of the investments in Investment Funds by Fund I are potentially subject to gates.

Fund I may maintain cash in high-quality, short-term cash equivalents which may not be federally insured. As of March 31, 2008, Fund I has not experienced any losses in such accounts.

Some of the Investment Funds may invest in private placements which may be illiquid. Some of these investments are held in so-called “side pockets”, sub-funds within the Investment Funds, which provide for their separate liquidation potentially over a much longer period than the liquidity an investment in the Investment Funds may provide. Were Fund I to seek to liquidate its investment in an Investment Fund which maintains these investments in a side pocket arrangement or which holds substantially all of its assets in illiquid securities, Fund I might not be able to fully liquidate its investment without delay, which could be considerable.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In such cases, during the period until Fund I fully liquidated its interest in the Investment Fund, the value of its investment would fluctuate. As of March 31, 2008, approximately 1% of the investments in Investment Funds by Fund I are in side pockets.

NOTES TO FINANCIAL STATEMENTS – MARCH 31, 2008 (continued)

10. REPURCHASE OF COMPANY INTERESTS

No Member will have the right to require Fund I or the Company to redeem such Member’s interest in Fund I. There is no public market for interests in Fund I and none is expected to develop. Consequently, Members may not be able to liquidate their investment other than as a result of repurchases of interests as described below.

The Board of Managers may, from time to time and in its sole discretion, determine to cause Fund I to repurchase interests or portions of interests in Fund I from Members pursuant to written tenders by Members as and to the extent provided for in the Agreement.

11. UNDERLYING FUNDS

As of March 31, 2008, Fund I did not have any investments in Investment Funds exceeding 5% of Fund I’s net assets.

12. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

In the normal course of business, the Investment Funds in which Fund I invests trade various financial instruments and enter into various investment activities with off-balance sheet risk. These include, but are not limited to, short selling activities, writing option contracts, contracts for differences, and interest rate, credit default and total return swap contracts. Fund I’s risk of loss in these Investment Funds is limited to the value of the investments reported by the Investment Funds. Fund I itself does not invest in securities with off-balance sheet risk.

NOTES TO FINANCIAL STATEMENTS – MARCH 31, 2008 (concluded)

13. SUBSEQUENT EVENTS

During the period April 1, 2008 through May 1, 2008, there were additional capital contributions of $40,000,000.

14. INVESTMENT COMMITMENT

As of March 31, 2008, Fund I had an unfunded investment commitment to an underlying investment fund of $94,255,478.

FINANCIAL HIGHLIGHTS

The following represents the ratios to average Members’ capital and other supplemental information for the following periods: Year Year Year Year Year Ended Ended Ended Ended Ended March 31, 2008 March 31, 2007 March 31, 2006 March 31, 2005 March 31, 2004

Total Return (1) (0.13)% 9.20% 11.15% 4.43% 11.64% Members’ capital, end of year (000) $4,181,884 $3,108,157 $2,580,788 $1,933,318 $1,144,829 Portfolio Turnover 8% 12% 16% 9% 7%(3) Annualized ratios to average Members’ capital:(2)

Operating expenses (excluding dividend expense) 1.08% 1.10% 1.07% 1.07% 1.12% Dividend expense 0.00% 0.00% 0.00% 0.00% 0.05% Total expenses 1.08% 1.10% 1.07% 1.07% 1.17% Net investment loss (1.01)% (0.98)% (0.99)% (1.06)% (1.12)%

(1) Total return assumes a purchase of an interest in Fund I on the first day and a sale of the interest on the last day of the year noted. Returns are geometrically linked based on capital cash flow dates during the reporting year. An individual Member’s results may vary from these results based on the timing of capital transactions.

(2) Average Members’ capital is measured using the weighted average Members’ capital at each cash flow date.

(3) Does not include transfer of separate account assets to Numeric European Long/Short Fund I L.P.

See Accompanying Notes to Financial Statements

FUND MANAGEMENT (UNAUDITED)

Information pertaining to the Board of Managers and officers of the Company is set forth below.

Name, Age, Address, Position with the Company and Length of Time Served Principal Occupation During the Past Number of Affiliated Funds Five Years Overseen by Manager Other Directorships Held

BOARD OF MANAGERS

Nancy C. Everett*, 53 Chief Executive Officer (“CEO”) and None Emerging Market New York, NY Manager, Chief Investment Officer “CIO”), Growth Fund, Inc. President, and Chief Executive General Motors Investment Officer Management Corporation Since March 2, 2006 (“GMIMCo”) (April 2006-Present); President, CEO and CIO, GMIMCo (January 2006-March 2006); CIO, GMIMCo (June 2005- December 2005); CIO of Virginia Retirement System (2001-2005)

Charles A. Hurty, 64 Independent Consultant None Citigroup Alternative Darien, CT (2001-Present); Partner KPMG Investments Multi Adviser Manager (1968- 2001) Hedge Fund Portfolios, Since November 25, 2002 LLC (1 portfolio); Credit Suisse Alternative Capital, Inc. (6 portfolios); iShares, Inc. and iShares Trust(151 portfolios)

Robert E. Shultz, 68 Advisory Board, Altrushare None LIM Asia Wilton, CT Securities (2005-Present); Advisory Arbitrage Fund, Inc.; Manager Board, Advanced Portfolio LIM AIS- DMA Since November 25, 2002 Management (2004-Present); Program Fund Member Investment Committee, Ascension Health (2004- Present); Member Investment Committee, Christian Brothers Investment Services (2001-Present); Member Investment Committee, Town of Wilton, CT (2007-Present); Member Financial Advisory Panel, Aerospace Corp. (2007-Present); Partner, TSW Associates (1997-2006)

* Manager who is an “interested person” of the Company, as defined in the 1940 Act.

FUND MANAGEMENT (UNAUDITED) (concluded)

Information pertaining to the officers of the Company is continued below.

Name, Age, Address, Position Number of Affiliated with the Company and Length Principal Occupation During the Funds Overseen by of Time Served Past Five Years Manager Other Directorships Held

OFFICERS

Stephanie M. Nichols, 37 Associate Counsel and Vice None None Boston, MA President, PFPC Inc. (2008); Secretary Assistant Vice President and Since February 28, 2008 Counsel, State Street Bank& Trust Co. (1997-2004)

David Hartman, 43 Vice President & General Counsel, None None New York, NY GMIMCo (2005-Present), Staff Assistant Secretary Attorney, GMIMCo (2001-2005) Since November 25, 2002

Merryl Hoffman, 46 Assistant General Counsel, None None New York, NY GMIMCo (2002-Present) Assistant Secretary Since November 21, 2005

Charles G. Preseau, 46 Chief Financial Officer & None None New York, NY Treasurer, GMIMCo Treasurer & Principal (2006-Present); Vice President- Financial Officer Finance & Treasurer, GMIMCo Since August 1, 2006 (2004-2006); Assistant Controller, General Motors Acceptance Corporation (1999-2004)

Mary A. Mullin, 54 Chief Compliance Officer, None None New York, NY GMIMCo (2005-Present); Chief Compliance Officer Compliance Executive, Asset Since November 21, 2005 Management Group, Bank of America (2002-2005)

ADDITIONAL INFORMATION (UNAUDITED) MARCH 31, 2008

PROXY VOTING

A description of Fund I’s Proxy Voting Policies and Procedures and Fund I’s portfolio securities voting record for the period July 1, 2006 through June 30, 2007 is available on the Securities and Exchange Commission’s (“SEC”) web site at www.sec.gov. These are found on the site under “Filings and Forms (EDGAR) - Search for Company’s Filings” and then “Companies & Other Filers” and may also be obtained at no additional charge by calling collect 302-791-2595.

FILING OF QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS (“FORM N- Q”)

Fund I files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Fund I’s Form N-Q is available on the SEC’s web site at www.sec.gov (by conducting a “Search for Company Filings”) and may be obtained at no additional charge by calling collect 302-791-2595.

APPROVAL BY THE BOARD OF MANAGERS OF THE INVESMENT ADVISORY AGREEMENT (UNAUDITED) MARCH 31, 2008

The Investment Company Act of 1940, as amended (the “Investment Company Act”), requires that the Board of Managers (the “Board”) of GMAM Absolute Return Strategies Fund, LLC (the “Company”), including a majority of the members of the Board who are not affiliated with the Company’s investment adviser (“Independent Managers”) voting separately, annually approve the Investment Advisory Agreement (the “Advisory Agreement”) between the Company, on behalf of its series, GMAM Absolute Return Strategy Fund I (the “Fund”), and General Motors Investment Management Corporation (“GMIMCo”), as investment adviser.

At an in-person meeting held on November 19, 2007, the Board including a majority of independent Managers considered and approved the continuation of the Advisory Agreement. In their consideration of the Advisory Agreement, the Independent Managers had the opportunity to meet in executive session with legal counsel for the Company and the Fund without representatives of GMIMCo present. In evaluating the Advisory Agreement, the Board considered the information and materials furnished by GMIMCo in advance of the meeting, as described below.

In considering the approval of the continuation of the Advisory Agreement, the Board, including the Independent Managers, considered various factors, including but not limited to the factors enumerated below. The Board did not identify any single factor as controlling, and individual members of the Board did not necessarily attribute the same weight or importance to each factor, nor are the items described herein all encompassing of the matters considered by the Independent Managers. Among the factors considered by the Board in approving the continuation of the Advisory Agreement were the following:

Nature, Extent and Quality of Services - The Board considered the nature, extent and quality of the services provided by GMIMCo. The Board received detailed information from GMIMCo concerning its organization and investment experience, the investment philosophy and investment process applied by GMIMCo in managing the Fund, the educational background and experience of the investment professionals and other personnel who provide services under the Advisory Agreement, as well as GMIMCo’s senior management, GMIMCo’s compliance and risk controls and GMIMCo’s financial position.

The Board concluded that GMIMCo’s investment process, research capabilities, and philosophy were reasonably suited to the Fund, given the Fund’s investment objective and policies, and that the human resources available at GMIMCo were appropriate to fulfill effectively the duties of GMIMCo under the Advisory Agreement. In evaluating the quality of services provided by GMIMCo, the Board took into account its familiarity with GMIMCo’s senior management through Board meetings, conversations and reports since the Fund’s inception, GMIMCo’s dedication of time and enhancements of resources and senior investment professionals, as well as the organizational depth and stability of GMIMCo. In assessing the information provided by GMIMCo, the Board also took into consideration the benefits to members of the Fund of investing in a fund advised by an experienced institutional investment manager that focuses its investment management on institutional investors of the type that invest in the Fund. The Board also noted GMIMCo’s compliance policies and procedures, including the procedures used to determine the fair value of the Fund’s investments. The Board also considered GMIMCo’s financial

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document resources and concluded that GMIMCo would be able to continue to meet any reasonably foreseeable obligations under the Advisory Agreement.

APPROVAL BY THE BOARD OF MANAGERS OF THE INVESTMENT ADVISORY AGREEMENT (UNAUDITED) (continued) MARCH 31, 2008

Investment Performance of the Fund - In considering the Fund’s performance, the Board requested and received from GMIMCo a report which compared the Fund’s performance to a group of relevant peer funds and benchmarks (LIBOR, the Citigroup Broad Investment Grade Index and the S&P 500 Index) as of September 30, 2007 for (i) the prior 3 months, (ii) the period from January 1, 2007 to September 30 2007, (iii) the prior 12 months, (iv) the prior 2 years, (v) the prior 3 years, and (vi) the period since December 1, 2002 (the date of performance inception of the Fund following the Company’s registration under the Investment Company Act). The Board considered whether the Fund’s investment results were consistent with the Fund’s investment objectives and compared the results to those of the Fund’s peers and relevant benchmarks. The Board also noted that it reviews detailed information concerning the Fund’s performance results, portfolio composition and investment strategies provided by GMIMCo on a regular basis.

Advisory Fee and Other Expenses - The Board also considered GMIMCo’s advisory fees and other Fund expenses. The Board compared the advisory fees and the total expense ratio for the Fund with various comparative data provided by GMIMCo, including information on the relevant peer funds (including in particular information regarding management and incentive fees of other fund-of-funds), and found that the advisory fees paid by the Fund were reasonable and appropriate.

Profitability and Economies of Scale - The Board also took into consideration the profitability of GMIMCo with respect to Fund management. The Board reviewed a profitability analysis report provided by GMIMCo that detailed GMIMCo’s actual results with respect to its management of the Fund, including its profit and profit margin, for the one-year period from October 1, 2006 through September 30, 2007, as well as GMIMCo’ s expected profitability with respect to its advisory activities for the Fund for the period from October 1, 2007 through September 30, 2008, assuming various levels of investment by Fund investors. The Board also noted that GMIMCo may in its discretion or as required by applicable law reimburse or offset the fees paid with respect to a member of the Fund that has a separate advisory or other fiduciary relationship with GMIMCo or its affiliates.

The Board also considered the effect of the Fund’s growth and size on expenses and on GMIMCo’s profitability and reviewed whether the Fund’s assets were approaching levels that would warrant consideration of the addition of breakpoints to the Fund’s advisory fee schedule. The Board determined that the fee structure under the Advisory Agreement continues to be appropriate and that the addition of breakpoints is not warranted because of the nature, extent and quality of the services provided by GMIMCo, the Fund’s performance, and the competitive level of the Fund’s advisory fees as compared to the Fund’s peers.

In the executive session, without members of GMIMCo present, the Independent Managers thoroughly reviewed and evaluated the factors to be considered in the approval of the continuation of the Advisory Agreement, including but not limited to: (1) the total compensation to be received by GMIMCo; (2) the expenses incurred by GMIMCo in performing its services under the Advisory Agreement; (3) the profitability of GMIMCo with respect to Fund management; (4) the total cost to the Fund of GMIMCo’s services in advising the Fund, including the Fund’s expense ratio; (5) any potential economies of scale and any corresponding possible reduction in fees paid to GMIMCo; (6)

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document competitive prices for comparable services by third parties; (7) the past performance of the Fund; and (8) GMIMCo’s investment, due diligence and compliance processes in selecting and monitoring the investment funds in which the Fund invests.

APPROVAL BY THE BOARD OF MANAGERS OF THE INVESTMENT ADVISORY AGREEMENT (UNAUDITED) (concluded)

Profitability and Economies of Scale (continued) - The Independent Managers expressed their satisfaction with the information provided at the Board meeting and at prior Board meetings. In addition, the Independent Managers stated that they had received sufficient information to consider and approve the renewal of the Advisory Agreement.

Conclusion - Based on their consideration of all factors that the Board deemed material, including but not limited to the foregoing factors, the Board, including the Independent Managers, determined that the terms and conditions of the Advisory Agreement and the compensation to GMIMCo thereunder are fair and reasonable, and approved the continuation of the Advisory Agreement for an additional one-year period.

Item 25. FINANCIAL STATEMENTS AND EXHIBITS

(1) Financial Statements:

(a) Audited financial statements with respect to the Fund for the fiscal year ended March 31, 2008 are included under “Financial Statements” in the preceding part of this registration statement.

(b) Not applicable.

(2) Exhibits (lettered to correspond to applicable Form N-2 item 25 requirements):

(a) (1) Certificate of Formation of the Company dated June 13, 2001 incorporated by reference to the Company’s initial registration statement on Form N-2 filed on November 27, 2002.

(2) Certificate of Correction of Certificate of Formation of the Company dated June 19, 2001 incorporated by reference to the Company’s initial registration statement on Form N-2 filed on November 27, 2002.

(3) Certificate of Amendment to Certificate of Formation of the Company dated November 21, 2002 incorporated by reference to the Company’s initial registration statement on Form N-2 filed on November 27, 2002.

(4) Amended and Restated Limited Liability Company Agreement of the Company dated as of November 22, 2002 incorporated by reference to the Company’s initial registration statement on Form N-2 filed on November 27, 2002.

(5) Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement dated as of July 28, 2003 incorporated by reference to Amendment 2 to the Company’s registration statement on Form N-2 filed on September 3, 2003.

(6) Amendment No. 2 to the Amended and Restated Limited Liability Company Agreement dated as of August 18, 2008 filed herewith.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (g) (1) Investment Advisory Agreement dated as of November 25, 2002 between the Company and General Motors Investment Management Corporation (the “GMIMCo Agreement”) incorporated by reference to the Company’s initial registration statement on Form N-2 filed on November 27, 2002.

(j) (1) Custodian Agreement dated as of November 25, 2002 between the Company and JPMorgan Chase Bank incorporated by reference to the Company’s initial registration statement on Form N-2 filed on November 27, 2002.

(2) Amended and Restated Custodian Agreement dated as of May 19, 2008 between JPMorgan Chase Bank, N.A. and each of the Funds listed on Schedule A attached thereto filed herewith.

(k) Amended and Restated Administration, Accounting and Investor Services Agreement dated as of November 1, 2002 between the Company and PFPC Inc. (now known as PNC Global Investment Servicing (U.S.) Inc.) incorporated by reference to the Company’s initial registration statement on Form N-2 filed on November 27, 2002.

(n) (1) Tax opinion of Wilmer, Cutler & Pickering Hale and Dorr LLP incorporated by reference to Amendment 2 to the Company’s registration statement on Form N-2 filed on September 3, 2003.

(2) Tax opinion of K&L Gates LLP filed herewith.

(3) Consent of Independent Registered Public Accounting Firm filed herewith.

(r) (1) Code of Ethics of the Fund amended and effective June 1, 2006, incorporated by reference to Amendment 4 to the Company’s registration statement on Form N-2 filed on March 20, 2006.

(2) Code of Ethics of General Motors Investment Management Corporation amended and effective April 1, 2006, incorporated by reference to Amendment 4 to the Company’s registration statement on Form N-2 filed on March 20, 2006.

(3) Code of Ethics of GMAM amended and effective March 1, 2008 filed herewith.

Item 26. MARKETING ARRANGEMENTS

Item 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Not applicable

Item 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

The Company may be deemed to be controlled by General Motors Investment Management Corporation (a Delaware corporation), its investment adviser, and by First Plaza Group Trust (“FPGT”)(a New York corporation), which as of August 31, 2008 owned approximately 88% of the interests in the Company. All of the assets of FPGT are owned by the General Motors Hourly-Rate Employees Pension Trust and the General Motors Salaried Employees Pension Trust. FPGT holds passive interests in excess of 25% in a number of investments but does not consider such interests to be controlling.

Item 29. NUMBER OF HOLDERS OF SECURITIES

Title of Class Number of Record Holders (as of September 15, 2008)

Equity Membership Interests 3

Item 30. INDEMNIFICATION

Reference is made to (i) Section 3.6 of the Company’s Amended and Restated Limited Liability Company Agreement (the “Company Agreement”) filed on November 27, 2002 as Exhibit (a)(3); and (ii) Section 13 of the GMIMCo Agreement filed on November 27, 2002 as Exhibit (g)(1).

The Company, in conjunction with the Adviser and the Board of Managers, maintains insurance on behalf of any person who is or was a disinterested Manager, officer, employee, or agent of the Company, against certain liabilities asserted against him or her and incurred by him or her arising out of his or her position. In no event, however, will the Company pay that portion of the premium, if any, for insurance to indemnify any such person for any act for which the Company itself is not permitted to indemnify.

Item 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

A description of any other business, profession, vocation, or employment of a substantial nature in which the Adviser or the Subadviser, and each director, executive officer, or partner of the Adviser or the Subadviser, is or has been, at any time during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner, or trustee is set forth in either the Company’s Confidential Memorandum under “Board of Managers” or “The Adviser,” or in the Adviser’s Form ADV as filed with the SEC (SEC File No. 801-42732).

Item 32. LOCATION OF ACCOUNTS AND RECORDS

The Administrator maintains certain required records of the Company at 103 Bellevue Parkway C, Wilmington, Delaware 19809 and at 99 High Street, Boston, Massachusetts

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 02110. The other required books and records are maintained by the Adviser at 767 Fifth Avenue, New York, New York 10153.

Item 33. MANAGEMENT SERVICES

Not applicable

Item 34. UNDERTAKINGS

Not applicable

Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on the 24th day of September, 2008.

GMAM ABSOLUTE RETURN STRATEGIES FUND, LLC

By: /s/ Nancy C. Everett Name: Nancy C. Everett Title: President

Amendment No. 2 to the Amended and Restated Limited Liability (a)(6) Company Agreement dated as of August 18, 2008

Amended and Restated Custodian Agreement dated as of May 19, (j)(2) 2008 between JPMorgan Chase Bank, N.A. and each of the Funds listed on Schedule A attached thereto

(n)(2) Tax opinion of K&L Gates LLP

(n)(3) Consent of Independent Registered Public Accounting Firm

Code of Ethics of GMAM amended and effective March 1, 2008 (r)(3)

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

The undersigned, being at least a majority of the Managers of GMAM Absolute Return Strategies Fund, LLC, a Delaware limited liability company (the “Company”), organized pursuant to a Certificate of Formation dated June 13, 2001, do hereby amend the Company’s Amended and Restated Limited Liability Company Agreement, dated as of November 22, 2002, as amended by Amendment No. 1 thereto dated as of July 28, 2003 (the “Agreement”), pursuant to Article VIII, Section 8.1(a) of the Agreement by:

Deleting the third sentence of Section 4.4(a) of the Agreement and replacing it with the following: “However, no Fund shall offer to repurchase Interests on more than four occasions during any one Fiscal Year unless it has been advised by counsel to the Company to the effect that such more frequent offers should not cause any adverse tax consequences to such Fund.”

Except for the foregoing, the Agreement, as modified hereby, remains in full force and effect. This instrument shall constitute an amendment to the Agreement and shall be effective upon execution by a majority of the Managers. This instrument may be executed in several parts. The undersigned has executed this instrument on the date set forth below.

/s/ Nancy C. Everett 8/18/08 Nancy C. Everett Date

/s/ Charles A. Hurty 8/18/08 Charles A. Hurty Date

/s/ Robert E. Shultz 8/18/08 Robert E. Shultz Date

AMENDED AND RESTATED CUSTODIAN AGREEMENT BETWEEN

JPMORGAN CHASE BANK, N.A.

AND

EACH OF THE FUNDS

LISTED ON SCHEDULE A ATTACHED HERETO

Please Consider the Environment Before Printing This Document Table of Contents

ARTICLE I. DEFINED TERMS 5

Section 1.01. "Account" 5

Section 1.02. "Affiliate" 5

Section 1.03. "Agreement" 5

Section 1.04. "Authorized Person(s)" 6

Section 1.05. "Bank Account" 6

Section 1.06. "Banking Institution" 6

Section 1.07. "Board" 6

Section 1.08. "Business Day" 6

Section 1.09. "Commission" 6

Section 1.10. "Directing Fiduciary" 6

Section 1.11. "DR" 6

Section 1.12. "Domestic Subcustodian" 6

Section 1.13. "Eligible Securities Depository" 7

Section 1.14. "Foreign Subcustodian" 7

Section 1.15. "Fund" 7

Section 1.16. "Institutional Client" 7

Section 1.17. "Interest Bearing Deposits" 8

Section 1.18. "Instrument of Accession" 8

Section 1.19. "Investment Company Act" 8

Section 1.20. "Loans" 8

Section 1.21. "Overdraft" 8

Section 1.22. "Overdraft Notice" 8

Section 1.23. "Person" 8

Section 1.24. "Procedural Agreement" 8

Section 1.25. "Proper Instructions" 8

Section 1.26. "Property" 9

Please Consider the Environment Before Printing This Document Section 1.27. "Securities System" 9

Section 1.28. "Segregated Account" 9

Section 1.29. "Series" 10

Section 1.30. "Shareholder Servicing Agent" 10

Section 1.31. "Shares" 10

Section 1.32. "Special Instrument of Authorization" 10

Section 1.33. "Subcustodial Agent" 10

Section 1.34. "Subcustodian" 10

Section 1.35. "Terminating Fund" 10

ARTICLE II. APPOINTMENT OF CUSTODIAN 11

ARTICLE III. POWERS AND DUTIES OF CUSTODIAN 11

Section 3.01. Safekeeping. 11

Section 3.02. Manner of Holding Securities. 11

Section 3.03. Security Purchases and Sales. 13

Section 3.04. Exchanges of Securities. 16

Section 3.05. Depositary Receipts. 17

Section 3.06. Exercise of Rights; Tender Offers. 18

Section 3.07. Stock Dividends, Rights, Etc. 18

Section 3.08. Options. 19

Section 3.09. Futures Contracts. 20

Section 3.10. Borrowings. 20

Section 3.11. Interest Bearing Deposits. 21

Section 3.12. Foreign Exchange Transactions. 22

Section 3.13. Securities Loans. 24

Section 3.14. Collections. 24

Section 3.15. Dividends, Distributions and Redemptions. 26

Section 3.16. Proceeds from Shares Sold. 26

Section 3.17. Proxies, Notices, Etc. 27

Section 3.18. Bills and Other Disbursements. 27

Please Consider the Environment Before Printing This Document Section 3.19. Nondiscretionary Functions. 27

Section 3.20. Bank Accounts. 27

Section 3.21. Deposit of Fund Assets in Securities Systems. 28

Section 3.22. Maintenance of Assets in Underlying Systems. 30

Section 3.23. Other Transfers. 30

Section 3.24. Establishment of Segregated Account(s). 31

Section 3.25. Custodian's Books and Records. 31

Section 3.26. Opinion of Fund's Independent Certified Public Accountants. 33

Section 3.27. Reports by Independent Certified Public Accountants. 33

Section 3.28. Overdrafts. 33

Section 3.29. Reimbursement for Advances. 34

Section 3.30. Claims. 35

ARTICLE IV. PROPER INSTRUCTIONS AND RELATED MATTERS 35

Section 4.01. Proper Instructions. 35

Section 4.02. Authorized Persons. 36

Section 4.03. Persons Having Access to Assets of the Fund or Series. 37

Section 4.04. Actions of Custodian Based on Proper Instructions. 38

ARTICLE V. SUBCUSTODIANS 38

Section 5.01. Domestic Subcustodians. 38

Section 5.02. Foreign Subcustodians. 39

Section 5.03. Termination of a Subcustodian. 40

Section 5.04. Eligible Securities Depositories. 40

ARTICLE VI. STANDARD OF CARE; INDEMNIFICATION; LIABILITY 41

Section 6.01. Standard of Care. 41

Section 6.02. Liability of Custodian for Actions of Other Persons. 46

Section 6.03. Indemnification by Funds. 47

Section 6.04. Fund's Right to Proceed. 50

Section 6.05. Indemnification by Custodian. 51

Section 6.06. Mitigation of Damages. 53

Please Consider the Environment Before Printing This Document ARTICLE VII. COMPENSATION 53

ARTICLE VIII. TERMINATION 54

Section 8.01. Termination of Agreement as to One or More Funds. 54

Section 8.02. Termination as to One or More Series. 55

ARTICLE IX. MISCELLANEOUS 56

Section 9.01. Execution of Documents, Etc. 56

Section 9.02. Representative Capacity; Nonrecourse Obligations. 56

Section 9.03. Several Obligations of the Funds and the Series. 57

Section 9.04. Representations and Warranties. 57

Section 9.05. Entire Agreement. 58

Section 9.06. Waivers and Amendments. 58

Section 9.07. Interpretation. 59

Section 9.08. Captions. 59

Section 9.09. Governing Law. 59

Section 9.10. Notices. 60

Section 9.11. Assignment. 62

Section 9.12. Counterparts. 63

Section 9.13. Confidentiality; Survival of Obligations. 63

Section 9.14. Shareholder Communications. 64

Section 9.15. Maintenance of Records. 64

Section 9.16. Registered Investment Advisers to Private Funds. 65

Section 9.17. Private Fund Procedures 66

Schedule A List of Funds 70

Schedule B Rule 17f-5/17f-7 Procedures and Guidelines 70

Schedule C Taxes 72

Schedule D Proxy Services 75

Schedule E Subjects Covered 76

Schedule F Foreign Subcustodians 77

Schedule G Each Eligible Securities Depository 89

Please Consider the Environment Before Printing This Document Annex I Instrument of Accession to Custodian Agreement 97

Annex II Instrument of Special Authorization 99

Exhibit X-List of Special Countries 100

Please Consider the Environment Before Printing This Document AMENDED AND RESTATED CUSTODIAN AGREEMENT

AGREEMENT made as of the first day of July, 2002, as amended and restated on February

27, 2003, as of August 18, 2003, as of September 30, 2003, as of July 21, 2004, as of

January 27, 2005, and as of February 8, 2007, as amended as of January 31, 2008, and as further amended and restated as of May 19, 2008, among each of the pools, funds (including investment companies) and other entities listed on Schedule A with respect to any series of

GMAM Real Estate I, LLC (each such series solely as it pertains to its related entity as listed on such schedule, "GMRE") for which GMRE acts as trustee, general partner or investment adviser, as the same may be amended from time to time ("Schedule A"), among each of the pools, funds (including investment companies) and other entities listed on Schedule

A under the name of General Motors Trust Bank, N.A. ("GMTB") ,among each of the pools, funds (including investment companies) and other entities listed under General Motors

Investment Management Corporation's ("GMIMCo") name or an affiliate of GMIMCo's name on Schedule A for which GMIMCo or an affiliate of GMIMCo are an authorized signatory or for which employees of GMIMCo, GMRE, GMTB or an Affiliate are officers, directors or otherwise are an authorized signatory and JPMorgan Chase Bank, N.A. (the "Custodian"), together with any other entity which may from time to time become a party to this Agreement by execution of an Instrument of Accession (as defined herein).

WITNESSETH:

WHEREAS, each Fund (as defined in Section 1.15 below) desires to appoint the

Custodian as custodian on its own behalf and under the terms and conditions set forth in this

Custodian Agreement (including any Schedules or Appendices hereto), and the Custodian has agreed to act as custodian for such Fund; and

Please Consider the Environment Before Printing This Document WHEREAS, the relevant Board for each Fund has approved the appointment of the

Custodian as "Foreign Custody Manager," as such term is defined in Rule 17f-5 under the

Investment Company Act of 1940, as amended, of such Fund, and the Custodian has agreed to assume the responsibilities of a Foreign Custody Manager under the terms and conditions of this Agreement and the guidelines and procedures adopted by the Board of each Fund or

Directing Fiduciary and annexed hereto as Schedule B.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE I.

DEFINED TERMS

The following terms are defined as follows:

Section 1.01. "Account" shall mean an account of the Custodian established at a bank, Securities System or Subcustodian (as defined in Sections 1.26 and 1.31, respectively), which shall include only Property (as defined in Section 1.25) held as custodian or otherwise for a Fund or a series of a Fund. To the extent required by law or in accord with standard industry practice in a particular market, an Account may be an omnibus account in the name of the Custodian or its nominee provided that the records of the Custodian shall indicate at all times the Fund or other customer for which Property is held in such Account and the respective interests therein.

Section 1.02. "Affiliate" shall mean any entity that controls, is controlled by, or is under common control with any other entity.

Section 1.03. "Agreement" shall mean this agreement between each of the Funds and the Custodian and all current or subsequent schedules and appendices hereto, as the same may be amended from time to time by agreement of the parties (including through any

Please Consider the Environment Before Printing This Document executed Instrument of Accession).

Section 1.04. "Authorized Person(s)" shall have the meaning set forth in Section

4.02.

Section 1.05. "Bank Account" shall mean any demand deposit bank account

(provided that demand may not be made by check), which will be an interest bearing bank account where permitted by law and agreed between the Custodian and a Fund, held on the books of the Custodian or a Subcustodian for the account of a Fund or a series of a Fund.

Section 1.06. "Banking Institution" shall mean a bank or trust company, including the Custodian, any Subcustodian or any subsidiary or Affiliate of the Custodian.

Section 1.07. "Board" shall mean the Board of Directors or Trustees, or Trustee, or (the equivalent body or person), including a Fund's General Partner, Managing Member or

Manager), as applicable, of a Fund.

Section 1.08. "Business Day" shall mean any day on which the New York Stock

Exchange and the Custodian is open for business that is not a Saturday or Sunday.

Section 1.09. "Commission" shall mean the U.S. Securities and Exchange

Commission.

Section 1.10. "Directing Fiduciary" means any fiduciary which can direct any

Trustee of any Fund or Series.

Section 1.11. "DR" shall mean an American Depositary Receipt, European

Depositary Receipt, or Global Depositary Receipt or similar instrument issued by a depositary to represent the underlying securities held by the depositary.

Section 1.12. "Domestic Subcustodian" shall mean any bank as defined in Section

2(a)(5) of the Investment Company Act (as defined in Section 1.18) meeting the requirements of a custodian under Section 17(f) of the Investment Company Act and the rules and

Please Consider the Environment Before Printing This Document regulations thereunder, that acts on behalf of one or more Funds, or on behalf of the Custodian as custodian for one or more Funds, as a Subcustodian for purposes of holding cash, securities and other assets of such Funds and performing other functions of the Custodian within the

United States.

Section 1.13. "Eligible Securities Depository" shall mean a system for the central handling of securities as defined in Rule 17f-4 under the Investment Company Act that meets the requirements of an "eligible securities depository" under Rule 17f-7 under the Investment

Company Act, as such may be amended or interpreted from time to time by the Commission.

Section 1.14. "Foreign Subcustodian" shall mean (i) any bank, trust company, or other entity meeting the requirements of an "eligible foreign custodian" under the rules and regulations under Section 17(f) of the Investment Company Act or by order of the

Commission exempted therefrom, or (ii) any bank as defined in Section 2(a)(5) of the

Investment Company Act meeting the requirements of a custodian under Section 17(f) of the

Investment Company Act and the rules and regulations thereunder to act on behalf of one or more Funds as a Subcustodian for purposes of holding cash, securities and other assets of such

Fund(s) and performing other functions of the Custodian in countries other than the United

States.

Section 1.15. "Fund" shall mean each pool, fund (including collective investment funds maintained by a bank for investment by employee benefit plans ("Plans")), trust or other entity listed on Schedule A or added to this Agreement pursuant to an Instrument of

Accession. Collectively, they shall be referred to as the "Funds." To the extent the Custodian is required hereunder to comply with the Investment Company Act and the rules and regulations thereunder, each such entity referred to in the prior sentence shall be treated for purposes herein as if it were an "investment company" under the Investment Company Act.

Please Consider the Environment Before Printing This Document Section 1.16. "Institutional Client" shall mean a major commercial bank, corporation, insurance company, or substantially similar institution that purchases or sells securities and makes substantial use of custodial services.

Section 1.17. "Interest Bearing Deposits" shall mean interest bearing fixed term and call deposits.

Section 1.18. "Instrument of Accession" shall mean any Instrument of Accession executed by the parties in the form set forth as Annex I or in such other form agreed to by the relevant Fund(s) and the Custodian.

Section 1.19. "Investment Company Act" shall mean the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

Section 1.20. "Loans" shall mean corporate loans or participation interests therein, or assignments thereof.

Section 1.21. "Overdraft" shall mean any payment or transfer of funds on behalf of a Fund or series of a Fund for which there are, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of such Fund or series thereof.

Section 1.22. "Overdraft Notice" shall mean any written notification of an

Overdraft by facsimile transmission or any other such manner as a Fund and the Custodian may agree in writing.

Section 1.23. "Person" shall mean the Custodian or any Subcustodian or Securities

System, or any Eligible Securities Depository used by any such Subcustodian, or any nominee of the Custodian or any Subcustodian.

Section 1.24. "Procedural Agreement" shall mean any futures margin procedural agreement among a Fund or series of a Fund, the Custodian and any futures commission

Please Consider the Environment Before Printing This Document merchant.

Section 1.25. "Proper Instructions" shall mean: (i) either a tested telex or a written

(including, without limitation, facsimile transmission) request, direction, instruction or certification signed or initialed by or on behalf of the applicable Fund or series of a Fund by one or more Authorized Persons; (ii) a telephonic or other oral communication by one or more Authorized Persons; or (iii) a communication effected directly between an electro- mechanical or electronic device or system (including, without limitation, computers) by or on behalf of the applicable Fund that is transmitted in compliance with the security procedures established for such communications by the Custodian and the Fund; provided, however, that communications purporting to be given by an Authorized Person shall be considered Proper

Instructions only if the Custodian reasonably believes such communications to have been given by an Authorized Person with respect to the transaction involved. Proper Instructions shall include all information necessary to permit the Custodian to fulfill its duties and obligations thereunder. The Custodian shall subject all Proper Instructions provided under subsection (i) and (ii) to a commercially reasonable authentication procedure.

Section 1.26. "Property" shall mean any securities or other assets of a Fund or series that are accepted by the Custodian for safekeeping, or cash accepted by the Custodian for deposit on behalf of a Fund or series of a Fund.

Section 1.27. "Securities System" shall mean (i) the Depository Trust Company, including its Mortgage Backed Securities Division and/or (ii) any book-entry system as provided in (1) Subpart O of Treasury Circular No. 300, 31 CFR 306, (2) Subpart B of 31 CFR

Part 350, (3) the book-entry regulations of federal agencies substantially in the form of Subpart

O, (4) any other domestic clearing agency registered with the Commission under Section 17A of the Securities Exchange Act of 1934, as amended, which acts as a securities depository.

Please Consider the Environment Before Printing This Document Each such Securities System shall be approved, to the extent required by the Investment

Company Act, by the Board of each Fund which is a registered investment company.

Section 1.28. "Segregated Account" shall mean an account established for and on behalf of a Fund in which may be held Property that is maintained: (i) for the purposes set forth in Section 3.08, 3.09, and 3.10, hereof; (ii) for the purposes of compliance by the

Fund with the procedures required by Investment Company Act Release No. 10666, or any subsequent release or releases of the Commission relating to the maintenance of Segregated

Accounts by registered investment companies, or (iii) for any other lawful purposes as may be deemed necessary by the Fund.

Section 1.29. "Series" shall mean the one or more series of shares or units into which a Fund may be organized, each of which shall represent an interest in a separate portfolio of Property and shall include all of the existing and additional Series now or hereafter listed on Schedule A or added to this Agreement by an Instrument of Accession.

Section 1.30. "Shareholder Servicing Agent" shall mean a Fund's transfer agent or person performing comparable duties.

Section 1.31. "Shares" shall mean all classes of shares or units, as the case may be, of a Fund or Series.

Section 1.32. "Special Instrument of Authorization" means a Special Instrument of

Authorization in the form and substance of Annex II hereto signed by a Directing Fiduciary of the Trust, a Fund or Series with respect to the Trust, a Fund or Series.

Section 1.33. "Subcustodial Agent" shall mean any agent of a Subcustodian other than an Eligible Securities Depository.

Section 1.34. "Subcustodian" shall mean any duly appointed Domestic

Subcustodian or Foreign Subcustodian.

Please Consider the Environment Before Printing This Document Section 1.35. "Terminating Fund" shall mean a Fund or Series that has terminated the Agreement with the Custodian or as to which the Custodian has terminated the Agreement, all in accordance with the provisions of Section 8.01.

ARTICLE II.

APPOINTMENT OF CUSTODIAN

Each Fund hereby appoints the Custodian as custodian and as Foreign Custody

Manager for the term and subject to the provisions of this Agreement. Custodian's duties and obligations as Foreign Custody Manager and with respect to Eligible Securities Depositories shall be as set forth in this Agreement, including Schedule B hereto. Each Fund shall deliver to the Custodian or a Subcustodian, or shall cause to be delivered to the Custodian or a

Subcustodian, Property owned by such Fund and, where applicable, shall specify to which of its Series such Property is to be specifically allocated.

ARTICLE III.

POWERS AND DUTIES OF CUSTODIAN

With respect to Property of each Fund or Series, the Custodian shall have and perform the following powers and duties:

Section 3.01. Safekeeping. The Custodian shall from time to time receive delivery of Property of a Fund or Series and shall maintain, hold and, with respect to Property that is not cash, keep safely all Property of each Fund or each Series that has been delivered to and accepted by the Custodian. Custodian shall accept and maintain Property received in the form of cash as a deposit obligation of the Custodian or a Subcustodian. The Custodian further agrees to maintain a Fund's Property in any manner permitted below so long as such manner is permitted by Rule 206(4)-2 under the Investment Advisors Act of 1940.

Please Consider the Environment Before Printing This Document Section 3.02. Manner of Holding Securities.

(a) The Custodian shall at all times hold securities of each Fund or Series

(i) by physical possession of the share certificates or other instruments representing such securities in registered or bearer form, if any, or (ii) in book-entry form by a Securities System or by a transfer agent or registrar of another entity or by the issuer of the security, if the issuer is its own transfer agent or registrar (an "Underlying System"), or (iii) with respect to Loans or uncertificated securities, by physical possession of all subscription agreements, documents, certificates and other such instruments, including any schedule of payments ("Financing

Documents") as are delivered to the Custodian.

(b) Upon receipt of Proper Instructions, the Custodian shall open an Account in the name of each Fund or Series and shall hold registered securities of each Fund or

Series (i) in the name or any nominee name of the Custodian, a Subcustodian or the Fund, or (ii) in street name. In carrying out the foregoing obligation, the Custodian shall, to the extent permitted by law and, where Custodian deems it advisable based upon any legal advice Custodian has obtained with respect to a particular market and upon other factors the

Custodian deems appropriate, hold registered securities of each Fund or Series in a manner that is appropriate to the Fund's tax domicile and that takes into consideration the best interests of the Fund with respect to regulatory matters relating to custody; and provided further that the Custodian shall, on an ongoing basis, provide accurate information to a Fund and such other persons as a Fund may designate with respect to the registration status of each Fund's securities, and an accurate record of securities held by each Fund and such Fund's respective interest therein.

Fund or Series, with any Foreign Subcustodian in an Account that is identified as belonging to

Please Consider the Environment Before Printing This Document the Custodian for the benefit of its customers or in a depository account, including an omnibus account, with an Eligible Securities Depository; provided, however, that (i) the records of the

Custodian with respect to Property of any Fund or Series that are maintained in such Account or depository account shall identify such Property as belonging to the applicable Fund or

Series and (ii) to the extent permitted and customary in the market in which the Account or depository account is maintained, the Custodian shall require that Property so held by a

Foreign Subcustodian or Eligible Securities Depository be held separately from any assets of the Custodian or such Foreign Subcustodian.

(d) The Custodian shall send each Fund and the relevant investment managers of such Fund a written statement, advice or notification of any transfers of any

Property of the Fund to or from an Account or an account at an Eligible Securities Depository

(a "depository account"). Each such statement, advice or notification shall identify the

Property transferred and the entity that has custody of the Property.

(e) Within sixty (60) days after the close of each fiscal year for each Fund, and within sixty (60) days after the removal or resignation of the Custodian as provided hereunder, the Custodian shall render to the applicable Board a written statement and account showing in reasonable summary the investments, receipts, disbursements, and other transactions engaged in during the preceding fiscal year or stub period.

Section 3.03. Security Purchases and Sales.

(a) Upon receipt of Proper Instructions, insofar as funds are available for the purpose, the Custodian shall pay for and receive securities purchased for the account of a

Fund or Series, payment being made by the Custodian only: (i) upon receipt of the securities, certificates, or other acceptable evidence of ownership (1) by the Custodian, or (2) by a clearing corporation of a national securities exchange of which the Custodian is a member,

Please Consider the Environment Before Printing This Document (3) by a Securities System or (4) by an Underlying System; or (ii) otherwise in accordance with (1) Proper Instructions, (2) applicable law, (3) generally accepted trading practices, or (4) the terms of any instrument representing the purchase. With respect to a clearing corporation or Securities System, securities may be held only with an entity approved by a Fund's Board if such Fund is a registered investment company. Notwithstanding the foregoing, in the case of U.S. repurchase agreements entered into by a Fund, the Custodian may release funds to a Securities System or to a Domestic Subcustodian prior to the receipt of advice from the

Securities System or Domestic Subcustodian that the securities underlying such repurchase agreement have been transferred by book entry into the Account of the Custodian maintained with such Securities System or Domestic Subcustodian, so long as such payment instructions to the Securities System or Domestic Subcustodian require the Securities System or Domestic

Subcustodian to make payment of such funds to the other party to the repurchase agreement only upon transfer by book-entry of the securities underlying the repurchase agreement into the Account. In the case of time deposits, call account deposits, currency deposits, and other deposits, contracts or options pursuant to Sections 3.08, 3.09, 3.11 and 3.12, the Custodian may not make payment therefor without receiving an instrument or other document evidencing said deposit except in accordance with standard industry practice.

(b) Upon receipt of Proper Instructions, the Custodian shall make delivery of securities that have been sold for the account of a Fund or Series, but only: (i) against payment therefor (1) in the form of cash, by a certified check, bank cashier's check, bank credit, or bank wire transfer, (2) by credit to the Account of the Custodian with a clearing corporation of a national securities exchange of which the Custodian is a member, or (3) by credit to the Account of the Custodian with a Securities System subject to final end-of-day settlement in accordance with the rules of the applicable Securities System; or (ii) otherwise

Please Consider the Environment Before Printing This Document in accordance with (1) Proper Instructions, (2) applicable law, (3) generally accepted trading practices, or (4) the terms of any instrument representing the sale.

(c) In the case of the purchase or sale of securities the settlement of which occurs outside of the United States or the receipt of which and payment therefor take place in different countries, such securities shall be delivered and paid for in accordance with local custom and practice generally accepted by Institutional Clients in the applicable country or countries. In the case of securities held in physical form, if standard industry practice in the country so requires, such securities shall be delivered and paid for in accordance with

"street delivery custom" to a broker or its clearing agent (for example, against delivery to the Custodian or a Subcustodian of a receipt for such securities) provided that the Custodian shall take reasonable steps (which shall not include the institution of legal proceedings except pursuant to Section 6.03(c)) in its discretion to seek to ensure prompt collection of the payment for, or the return of, such securities by the broker or its clearing agent.

(d) The Custodian will effect book entries on a "contractual settlement date accounting" basis as described below with respect to the settlement of trades in those markets where the Custodian generally offers contractual settlement date accounting and will notify the Board, any Directing Fiduciary and the applicable investment manager of those markets from time to time.

(i) Sales: On the settlement date for a sale, the Custodian will credit the applicable Fund's cash account with the proceeds of the sale and transfer the relevant securities to an account at the Custodian pending settlement of the trade where not already delivered. Such credit will be provided regardless of whether or not the Custodian or the Fund has physical possession of a security that is on loan.

Please Consider the Environment Before Printing This Document (ii) Purchases: On the settlement date for the purchase (or earlier, if market practice requires delivery of the purchase price before the settlement date), the Custodian will debit the applicable Fund's cash account for the settlement amount and credit a separate account at the Custodian. The Custodian then will post the Fund's securities account as awaiting receipt of the expected securities. The Fund will not be entitled to the securities that are awaiting receipt until the Custodian or a Subcustodian actually receives them.

The Custodian reserves the right to restrict in good faith the availability of contractual settlement date accounting for credit or operational reasons. If in its reasonable opinion it determines that a transaction will not settle, the Custodian may upon oral or written notification to the applicable investment manager reverse any debit or credit made pursuant to this subsection prior to a transaction's actual settlement and the Custodian or the Fund, as the case may be, will return without interest the proceeds credited or debited and, to the extent such reversal results in an overdraft by the Fund, the Fund will bear the cost of such overdraft in accordance with procedures agreed with the Custodian from time to time. The

Board acknowledges that the procedures described in this sub-section are of an administrative nature, and the Custodian does not undertake to make loans and/or securities available to the

Funds. With respect to any sale or purchase transaction that is not posted to the Fund's account on the contractual settlement date as referred to in this Subsection, the Custodian will post the transaction on the date on which the cash or securities received as consideration for the transaction is actually received by the Custodian.

Section 3.04. Exchanges of Securities. Upon receipt of Proper Instructions, the

Custodian shall, to the extent permitted by applicable law and in accord with standard industry practice in the relevant market, exchange securities held by the Custodian for the account of any Fund or Series for other securities in connection with any reorganization,

Please Consider the Environment Before Printing This Document recapitalization, stock split, change of par value, conversion or other event relating to the securities or the issuer of such securities, and to deposit any such securities in accordance with the terms of any reorganization or protective plan. With respect to tender or exchange offers, the Custodian shall transmit promptly to the relevant investment manager(s) of a Fund all written information actually received by the Corporate Actions Department or other applicable department of the Custodian, or from a Subcustodian, an Eligible Securities Depository, or a Securities System, or directly from issuers of the securities whose tender or exchange is sought and from the parties (or their agents) making the tender or exchange offer. If the Fund desires to take action with respect to any tender offer, exchange offer, or any other similar transaction, an Authorized Person of the Fund shall notify the Custodian prior to the date on which the Custodian is to take such action. Without receiving such instructions, the Custodian may surrender securities in temporary form for definitive securities, may surrender securities for transfer into a name or nominee name as permitted in Section 3.02(b), and may surrender securities for a different number of certificates or instruments representing the same number of shares or same principal amount of indebtedness, provided that the securities to be issued will be delivered to the Custodian or nominee of the Custodian and further provided that the

Custodian shall, consistent with local market practice, at the time of surrendering the securities or instruments (i) receive a receipt or other instrument or document evidencing the ownership thereof or (ii) take other reasonable steps to seek to ensure proper delivery of the securities and adequate protection of a Fund's ownership interest in the securities.

Section 3.05. Depositary Receipts. Upon receipt of Proper Instructions, the

Custodian shall instruct a Subcustodian appointed pursuant to Article V hereof to surrender securities to the depositary that holds securities of an issuer that are represented by DRs for such securities against a written receipt therefor adequately describing such securities and

Please Consider the Environment Before Printing This Document written evidence satisfactory to the Subcustodian that the depositary has acknowledged receipt of instructions to issue DRs with respect to such securities in the name of the Custodian, or a nominee of the Custodian, for delivery to the Custodian at such place as the Custodian may from time to time designate.

Upon receipt of Proper Instructions, the Custodian shall surrender DRs to the issuer thereof against a written receipt therefore adequately describing the DRs surrendered and written evidence satisfactory to the Custodian that the issuer of the DRs has acknowledged receipt of instructions to cause its depositary to deliver the securities underlying such DRs to a Subcustodian.

Section 3.06. Exercise of Rights; Tender Offers. Upon receipt of Proper

Instructions, the Custodian shall deliver to the issuer or trustee thereof, or to the agent of either, warrants, puts, calls, rights or similar securities, for the purpose of being exercised or sold, provided that the new Property, if any, acquired by such action is to be delivered to the Custodian, and, upon receipt of Proper Instructions, to deposit securities upon invitations for tenders of securities, provided that the consideration for such securities is to be paid or delivered to the Custodian, or the tendered securities are to be returned to the Custodian.

Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all commercially reasonable action, unless otherwise directed to the contrary in Proper

Instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership of which the Custodian has actual knowledge, and shall promptly notify the relevant investment manager(s) of the applicable

Fund of such action in writing by facsimile transmission or in such other manner as such Fund and the Custodian may agree in writing.

Section 3.07. Stock Dividends, Rights, Etc. The Custodian shall receive and

Please Consider the Environment Before Printing This Document collect all stock dividends, rights, foreign tax reclaims and other items of a like nature, and deal with the same pursuant to Proper Instructions relative thereto. Custodian duties and obligations under this Section 3.07 may from time to time be limited by written agreement between the Custodian and a Fund or Series. With respect to securities held by the Custodian in street name, Custodian's duties and obligations under this Section 3.07 shall be limited to those stock dividends, foreign tax reclaims and other items of a like nature that the Custodian is able, using commercially reasonable methods (which shall not include the institution of legal proceedings except pursuant to Section 6.03(c)) in its discretion, to receive and collect from the record holders of such securities. The Custodian's further duties and obligations with respect to tax reclaims shall be as set forth in Schedule C hereto.

Section 3.08. Options. Upon receipt of Proper Instructions and in accordance with the provisions of any agreement among the Custodian, any registered broker-dealer and, if necessary, a Fund on its own behalf or on behalf of any applicable Series relating to compliance with the rules of the Options Clearing Corporation or of any registered national securities exchange or similar organization(s), the Custodian shall: (i) receive and retain confirmations or other documents, if any, evidencing the purchase or writing of an option on a security or securities index by the applicable Fund or Series; (ii) deposit and maintain Property in a Segregated Account; and (iii) pay, release and/or transfer such Property in accordance with notices or other communications evidencing the expiration, termination or exercise of such options furnished by the Options Clearing Corporation, the securities or options exchange on which such options are traded, or such other organization as may be responsible for handling such option transactions. Each Fund or Series (severally and not jointly) and the broker-dealer shall be responsible for the sufficiency of assets held in any Segregated

Account established in -compliance with applicable margin maintenance requirements and

Please Consider the Environment Before Printing This Document the performance of other terms of any option contract, or releases of the Commission or interpretive positions of the Commission staff.

Section 3.09. Futures Contracts. Upon receipt of Proper Instructions, or pursuant to the provisions of any Procedural Agreement among a Fund, the Custodian, and any futures commission merchant regarding "margin," the Custodian shall: (i) receive and retain confirmations, if any, evidencing the purchase or sale of a futures contract or an option on a futures contract by the applicable Fund; (ii) segregate and maintain in a Segregated Account

Property designated as initial, maintenance or variation margin deposits intended to secure the performance by the applicable Fund or Series of its obligations under any futures contracts purchased or sold or any options on futures contracts written by the Fund, in accordance with the provisions of any Procedural Agreement designed to comply with the rules of the

Commodity Futures Trading Commission and/or any commodity exchange or contract market

(such as the Chicago Board of Trade), or any similar organization(s), regarding such margin deposits; and (iii) release assets from and/or transfer assets into such margin accounts only in accordance with any such Procedural Agreement. Alternatively, the Custodian may deliver assets in accordance with Proper Instructions to a futures commission merchant for purposes of the margin requirements in accordance with Rule 17f-6 under the Investment Company

Act. If delivery is made in accordance with Proper Instructions, Custodian shall be deemed to have acted in accordance with Rule 17f-6. Each Fund or Series (severally and not jointly) and such futures commission merchant shall be responsible for the sufficiency of assets held in the Segregated Account in compliance with applicable margin maintenance requirements and the performance of any futures contract or option on a futures contract in accordance with its terms.

Section 3.10. Borrowings. Upon receipt of Proper Instructions, the Custodian shall

Please Consider the Environment Before Printing This Document deliver securities of any Fund or Series thereof to lenders or their agents or otherwise establish a Segregated Account at the Custodian as agreed to by the applicable Fund or Series and the

Custodian and, where applicable, any third-party lender, as collateral for borrowings effected by such Fund, provided that such borrowed money is payable to or upon the Custodian's order as Custodian for the applicable Fund and concurrently with the delivery of such securities.

Section 3.11. Interest Bearing Deposits. Upon receipt of Proper Instructions directing the Custodian to purchase Interest Bearing Deposits for the account of a Fund or Series, the Custodian shall purchase such Interest Bearing Deposits in the name of the

Custodian on behalf of the applicable Fund or Series with such Banking Institutions and in such amounts as the applicable Fund or Series may direct pursuant to Proper Instructions.

Such Interest Bearing Deposits may be denominated in U.S. dollars or other currencies, as the applicable Fund or Series may determine and direct pursuant to Proper Instructions.

The Custodian shall include in its records with respect to the assets of each Fund or Series appropriate notation as to the amount and currency of each such Interest Bearing Deposit, the accepting Banking Institution and all other appropriate details, and shall receive and retain such forms of advice or receipt, if any, evidencing such Interest Bearing Deposit as may be forwarded to the Custodian by the Banking Institution. The Custodian shall not be liable under this Agreement for the default by an issuer of any Interest Bearing Deposit, even if such issuer is an affiliate. Nothing in the foregoing sentence is intended to relieve an issuer of Interest

Bearing Deposits of its obligations with respect to any such Interest Bearing Deposit or limit any Fund's ability to enforce its rights under such Interest Bearing Deposit.

With respect to Interest Bearing Deposits other than those accepted on the Custodian's books (i) the Custodian shall be responsible for the collection of income as set forth in

Section 3.14 and the transmission of cash and instructions to and from such Interest Bearing

Please Consider the Environment Before Printing This Document Deposit; and (ii) except upon the request of a Fund and as agreed by the Custodian, the

Custodian shall have no duty with respect to the selection of the Banking Institution. So long as the Custodian and its agents (including Subcustodians and Subcustodial Agents) act in accordance with Proper Instructions in a manner that comports with the Standard of Care and provided there has been no fraud, willful default or willful misconduct by the Custodian or its agents (including Subcustodians and Subcustodial Agents), the Custodian shall have no responsibility for the failure of such Banking Institution to pay upon demand. As mutually agreed from time to time by a Fund and the Custodian, the Custodian shall be responsible for the prudent selection and monitoring of a Banking Institution. The Custodian shall not be liable for the insolvency of any Banking Institution that is not a branch or Affiliate of the Custodian. Notwithstanding the foregoing, if the Fund and the Custodian have agreed that the Custodian shall be responsible for the prudent selection and monitoring of a Banking

Institution and the Custodian has not prudently selected or monitored such Banking Institution and such Banking Institution later becomes insolvent, the Custodian shall be liable for losses related to such insolvency to the extent they were reasonably preventable had the Custodian prudently selected or monitored such Banking Institution. Upon receipt of Proper Instructions, the Custodian shall take such commercially reasonable actions as the applicable Fund deems necessary or appropriate to cause each such Interest Bearing Deposit to be insured to the maximum extent possible by all applicable deposit insurers including, without limitation, the Federal Deposit Insurance Corporation (it being understood and acknowledged that such deposits are not eligible for "pass-through" insurance).

Section 3.12. Foreign Exchange Transactions.

(a) Foreign Exchange Transactions Other Than as Principal. Upon receipt of Proper Instructions, the Custodian shall settle foreign exchange contracts or options to

Please Consider the Environment Before Printing This Document purchase and sell foreign currencies for spot and future delivery on behalf of and for the account of a Fund or Series with such currency brokers or Banking Institutions as the applicable Fund or Series may determine and direct pursuant to Proper Instructions. The

Custodian shall be responsible for the transmission of cash to and receipt of cash from the currency broker or Banking Institution with which the contract or option is made, the safekeeping of all certificates and other documents and agreements delivered to the Custodian or a Subcustodian evidencing or relating to such foreign exchange transactions and the maintenance of proper records as set forth in Section 3.25. Except as agreed upon in writing by the Custodian and a Fund from time to time, the Custodian shall have no duty under this

Section 3.12(a) with respect to the selection of the currency brokers or Banking Institutions with which the Fund or a Series deals or, so long as the Custodian acts in accordance with

Proper Instructions, for the failure of selected brokers or Banking Institutions to comply with the terms of any contract or option.

(b) Foreign Exchange Contracts as Principal. The Custodian shall not be obligated to enter into foreign exchange transactions as principal. However, if the Custodian has made available to a Fund or Series its services as a principal in foreign exchange transactions, upon receipt of Proper Instructions, the Custodian shall, only to the extent permitted by applicable law (including the Employee Retirement Income Security Act of

1974, as amended ("ERISA")), enter as principal into foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf of and for the account of a Fund or Series. When acting as principal, the Custodian shall be responsible for the prudent selection of the currency brokers or Banking Institutions and the failure of such currency brokers or Banking Institutions to comply with the terms of any contract or option. In cases where the Custodian, or its subsidiaries, Affiliates, or Subcustodians enter into a separate

Please Consider the Environment Before Printing This Document master foreign exchange contract with a Fund that covers foreign exchange transactions for an Account, the terms and conditions of that foreign exchange contract, and, to the extent not inconsistent, this Agreement, shall apply to such transactions.

Section 3.13. Securities Loans. Upon receipt of Proper Instructions, the Custodian shall deliver securities of any Fund in connection with loans of securities by such Fund, to the borrower thereof or a securities lending agent identified by the Fund, upon, or, upon Proper

Instructions, prior to, the receipt of cash collateral, if any, for such borrowing. In the event

U.S. Government securities are to be used as collateral, the Custodian will not release the securities to be loaned until it has received confirmation that such collateral has been delivered to the Custodian. The Custodian and each Fund understand that the timing of receipt of such confirmation will normally require that the delivery of securities to be loaned will be made one day after receipt of collateral in the form of U.S. Government securities. To the extent the

Custodian acts as lending agent for a Fund, each party's duties and obligations with respect to that arrangement will be governed by a separate written agreement mutually agreed upon by the Fund and the Custodian.

Section 3.14. Collections.

(a) The Custodian will credit the applicable Fund's cash account with income and redemption proceeds on securities in accordance with the times notified by the Custodian from time to time on or after the anticipated payment date (but in no case later than the date of actual receipt of such payment by the Custodian), net of any taxes that are withheld by the Custodian or any third party. Where no time is specified for a particular market, income and redemption proceeds from securities will be credited only after actual receipt and reconciliation. The Custodian may reverse such credits upon oral or written notification to the applicable investment manager if the Custodian in its reasonable opinion believes that the

Please Consider the Environment Before Printing This Document corresponding payment will not be received by the Custodian within a reasonable period or such credit was incorrect.

(b) Consistent with standard industry practice in the applicable market, the Custodian shall, and shall cause any Subcustodian to, take all commercially reasonable steps (which shall not include the institution of legal proceedings except pursuant to Section

6.03(c)) at its discretion to: (i) collect amounts due and payable to each Fund or Series with respect to portfolio securities and other assets of each such Fund or Series; (ii) promptly credit to the Account of each applicable Fund or Series all income and other payments relating to portfolio securities and other assets held by the Custodian hereunder no later than upon Custodian's receipt of such income or payments or as otherwise agreed in writing by the Custodian and the applicable Fund; (iii) promptly endorse and deliver any instruments required by standard industry practice in each market to effect such collections; and

(iv) pursuant to Proper Instructions, promptly execute ownership and other certificates and affidavits for all federal, state and foreign tax purposes in connection with receipt of income, capital gains or other payments with respect to portfolio securities and other assets of each applicable Fund or Series, or in connection with the purchase, sale or transfer of such securities or other assets. The Custodian shall promptly notify each applicable Fund and the relevant investment managers of each such Fund in accordance with standard operating procedures if any amount payable with respect to portfolio securities or other assets of the

Fund or Series is not received by the Custodian when due. Unless otherwise agreed with a

Fund, the Custodian shall not be responsible for the collection of amounts due and payable with respect to portfolio securities or other assets that are in default. With respect to amounts due and payable on portfolio securities held by the Custodian in street name, Custodian's duties and obligations under this Section 3.14 shall be limited to the collection of amounts

Please Consider the Environment Before Printing This Document of which Custodian has actual knowledge and that it is able, using commercially reasonable methods, to collect from the record holder of such securities. Subject to the provisions of any separate written agreement entered into by the Custodian and a Fund pursuant to Section 3.13, income due each Fund or Series on securities loaned shall be the responsibility of such Fund or Series, provided that the Custodian shall use all commercially reasonable methods to assist the Fund or Series to collect such income.

Section 3.15. Dividends, Distributions and Redemptions. Upon receipt of Proper

Instructions, the Custodian shall promptly release funds or securities to the Shareholder

Servicing Agent or otherwise apply funds or securities, insofar as available, for the payment of dividends or other distributions to Fund shareholders and unitholders. Upon receipt of

Proper Instructions, the Custodian shall release funds or securities, insofar as available, to the

Shareholder Servicing Agent or as such Shareholder Servicing Agent shall otherwise instruct for payment to Fund shareholders and unitholders who have delivered to such Shareholder

Servicing Agent a request for repurchase or redemption of their Shares of such Fund.

Section 3.16. Proceeds from Shares Sold. The Custodian shall receive funds representing cash payments received for Shares issued or sold from time to time by a Fund or Series and shall promptly credit such funds to the Account(s) of the applicable Fund or

Series. The Custodian shall promptly notify each applicable Fund or Series and the relevant investment manager(s) of such Fund or Series of the Custodian's receipt of cash in payment for

Shares issued by such Fund or Series by facsimile transmission or in such other manner as the

Fund or Series and the Custodian may agree in writing. Upon receipt of Proper Instructions, the Custodian shall: (i) deliver all federal funds received by the Custodian in payment for

Shares in payment for such investments as may be set forth in such Proper Instructions and at a time agreed upon between the Custodian and the applicable Fund or Series; and

Please Consider the Environment Before Printing This Document (ii) make federal funds received by the Custodian available to the applicable Fund or Series as of specified times agreed upon from time to time by the applicable Fund or Series and the

Custodian, in the amount received in payment for Shares which are deposited to the Accounts of each applicable Fund or Series.

Section 3.17. Proxies, Notices, Etc. The Custodian shall provide each Fund or

Series with proxy services in accordance with the terms and conditions set forth in Schedule

D to this Agreement.

Section 3.18. Bills and Other Disbursements. Upon receipt of Proper Instructions, the Custodian shall pay or cause to be paid, insofar as funds are available for the purpose, bills, statements, or other obligations of each Fund or Series.

Section 3.19. Nondiscretionary Functions. The Custodian shall attend to all nondiscretionary details in connection with the sale, exchange, substitution, purchase, transfer or other dealings with securities or other assets of each Fund held by the Custodian, except as otherwise directed from time to time pursuant to Proper Instructions.

Section 3.20. Bank Accounts.

(a) Accounts with the Custodian and any Subcustodians. The Custodian shall open and operate a Bank Account on the books of the Custodian or any Subcustodian or a

Banking Institution other than the Custodian or any Subcustodian provided that such Bank

Account(s) shall be in the name of the Custodian or a nominee of the Custodian, for the account of a Fund or Series, and shall be subject only to the draft or order of the Custodian; provided, however, that such Bank Accounts in countries other than the United States may be held in an Account of the Custodian containing only assets held by the Custodian as a fiduciary or custodian for customers, and provided further, that the records of the Custodian shall indicate at all times the Fund or other customer for which Property is held in such

Please Consider the Environment Before Printing This Document Account and the respective interests therein. Such Bank Accounts may be denominated in either U.S. Dollars or other currencies. Except upon the request of a Fund and as agreed by the Custodian, the Custodian shall have no duty with respect to the selection of a Banking

Institution. As mutually agreed from time to time by a Fund and the Custodian, the Custodian shall be responsible for the prudent selection and monitoring of a Banking Institution.

(b) Deposit Insurance. Upon receipt of Proper Instructions, the Custodian shall take such commercially reasonable actions as the applicable Fund deems necessary or appropriate to cause each deposit account established by the Custodian pursuant to this Section

3.20 to be insured to the maximum extent possible by all applicable government deposit insurers including, without limitation, the Federal Deposit Insurance Corporation.

Section 3.21. Deposit of Fund Assets in Securities Systems. The Custodian may deposit and/or maintain securities owned by a Fund or Series in a Securities System provided that such Fund's Board, to the extent required by the Investment Company Act, has specifically approved such Securities System prior to its use. Use of a Securities System shall be in accordance with applicable Federal Reserve Board and Commission rules and regulations, if any, and Custodian's duties and obligations with respect to securities deposited or maintained therein will at all times be subject to the rules and procedures of the applicable

Securities System. To the extent permitted by the foregoing, use of a Securities System shall also be subject to the following provisions:

(a) The Custodian may deposit and/or maintain Fund securities, either directly or through one or more Subcustodians appointed by the Custodian (provided that any such Subcustodian shall be qualified to act as a custodian of such Fund pursuant to the Investment Company Act and the rules and regulations thereunder), in a Securities

System provided that such securities are represented in an Account of the Custodian or such

Please Consider the Environment Before Printing This Document Subcustodian in the Securities System, which Account shall not include any assets of the

Custodian or Subcustodian other than assets held as a fiduciary, custodian, or otherwise for customers and shall be so designated on the books and records of the Securities System.

(b) The Securities System shall be obligated to comply with the directions of the Custodian or Subcustodian, as the case may be, with respect to the securities held in such

Account.

(c) Each Fund or Series hereby designates the Custodian, or the Custodian's or Securities System's nominee, as the case may be, as the party in whose name or nominee name any securities deposited by the Custodian in the Account at the Securities System are to be registered.

(d) The books and records of the Custodian with respect to securities of a

Fund or Series that are maintained in a Securities System shall identify by book-entry those securities belonging to the Fund or Series.

(e) Upon receipt of Proper Instructions and subject to the provisions of

Section 3.03, the Custodian shall pay for securities purchased for the account of any Fund or Series upon (i) receipt of advice from the Securities System that such securities have been transferred to the Account of the Custodian, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of such Fund or Series. The

Custodian shall transfer securities sold for the account of any Fund or Series upon (i) receipt of an advice from the Securities System that payment for such securities has been transferred to the Account of the Custodian, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of such Fund or Series. Copies of all advices from the Securities System of transfers of securities for the account of a Fund or Series shall identify the Fund or Series, be maintained for the Fund or Series by the Custodian or

Please Consider the Environment Before Printing This Document Subcustodian as referred to in Section 3.21(a), and be provided to the Fund or Series at its request. The Custodian shall furnish to each Fund or Series and to the relevant investment managers for each Fund or Series confirmation of each transfer to or from the account of such

Fund or Series in the form of a written report or notice and shall furnish to each Fund or Series and to the relevant investment managers for each Fund or Series copies of daily transaction reports reflecting each day's transactions in the Securities System for the account of that Fund or Series on the next succeeding Business Day. Such transaction reports shall be delivered to each applicable Fund or Series and to the relevant investment managers for each Fund or

Series, or any Subcustodian designated by such Fund or Series, pursuant to Proper Instructions by computer or in any other manner as such Fund or Series and the Custodian may agree in writing.

(f) The Custodian shall provide each Fund with any report obtained by the Custodian or Subcustodian as referred to in Section 3.21(a) on the Securities System's accounting system, internal accounting control and procedures for safeguarding securities deposited in the Securities System.

(g) Upon receipt of Proper Instructions, the Custodian shall terminate the use of any such Securities System on behalf of that Fund or Series as promptly as practicable and shall take all actions reasonably practicable to safeguard the securities of any Fund or Series maintained with such Securities System.

Section 3.22. Maintenance of Assets in Underlying Systems. The Custodian may maintain securities owned by each Fund or Series by book-entry in an Underlying System provided that the Custodian's books and records identify the specific type and amount of securities so held and the Custodian reconciles those records against the book-entry records of the Underlying System on a monthly basis.

Please Consider the Environment Before Printing This Document Section 3.23. Other Transfers. Upon receipt of Proper Instructions, the Custodian shall deliver securities, funds and other Property of each Fund to a Subcustodian or another custodian of such Fund; and, upon receipt of Proper Instructions, make such other disposition of securities, funds or other Property of such Fund in a manner other than, or for purposes other than, as enumerated elsewhere in this Agreement, provided that Proper Instructions relating to such disposition shall include a statement of the amount of securities to be delivered and the name of the person or persons to whom delivery is to be made.

Section 3.24. Establishment of Segregated Account(s). Upon receipt of Proper

Instructions, the Custodian shall establish and maintain on its books a Segregated Account for and on behalf of a Fund or Series in which Segregated Account may be held Property of such Fund or Series, including securities maintained by the Custodian in a Securities

System pursuant to Section 3.21 hereof, said Segregated Account to be maintained: (i) for the purposes set forth in Section 3.08, 3.09, and 3.10, hereof; (ii) for the purposes of compliance by the Fund with the procedures required by Investment Company Act Release No. 10666

(pub. avail. Apr. 18, 1979), or any subsequent release or releases of the Commission relating to the maintenance of Segregated Accounts by registered investment companies, or (iii) for any other lawful purposes as may be deemed necessary by the Fund.

Section 3.25. Custodian's Books and Records. The Custodian shall provide any assistance reasonably requested by a Fund in the preparation of reports to such Fund's shareholders, unitholders and others, audits of accounts, and other ministerial matters of like nature. Subject to Section 9.15, the Custodian shall maintain complete and accurate records with respect to all matters covered by this Agreement (including but not limited to securities and other assets held for the account of each Fund or Series) so as to enable each Fund to comply with the provisions of the Investment Company Act as well as the

Please Consider the Environment Before Printing This Document rules and regulations of the Commission applicable to investment companies registered under the Investment Company Act and so as to enable each investment advisor to a Fund to comply with the provisions of Rule 204-2 and Rule 206(4)-2 of the Commission promulgated under the Investment Advisers Act of 1940, including, without limitation: (i) journals or other records of original entry containing a detailed and itemized daily record of all receipts and deliveries of securities (including certificate and transaction identification numbers, if any), and all receipts and disbursements of cash; (ii) ledgers or other records reflecting

(1) securities in transfer, (2) securities in physical possession, (3) securities borrowed, loaned or collateralizing obligations of each Fund, (4) monies borrowed and monies loaned (together with a record of the collateral therefor and substitutions of such collateral), (5) dividends and interest received, (6) the amount of tax withheld by any person in respect of any collection made by the Custodian or any Subcustodian, and (7) the amount of reclaims or refunds for foreign taxes paid; and (iii) canceled checks and bank records related thereto. The Custodian shall keep such other books and records of each Fund or Series as such Fund or Series shall reasonably request and Custodian shall agree, which agreement shall not be unreasonably withheld. All such books and records maintained by the Custodian shall be maintained in a form acceptable to the applicable Fund or Series and in compliance with the rules and regulations of the Commission, including, but not limited to, books and records required to be maintained by Section 31(a) of the Investment Company Act and the rules and regulations from time to time adopted thereunder. All books and records maintained by the Custodian pursuant to this Agreement shall at all times be available upon reasonable prior notice during normal business hours for inspection and use by such Fund or Series and its agents, including, without limitation, its independent certified public accountants. Notwithstanding the preceding sentence, no Fund or Series shall take any actions or cause the Custodian to

Please Consider the Environment Before Printing This Document take any actions that would cause the Custodian, either directly or indirectly, to violate any applicable laws, regulations or orders.

Section 3.26. Opinion of Fund's Independent Certified Public Accountants. The

Custodian shall take all commercially reasonable actions as a Fund may request to obtain from year to year favorable opinions from such Fund's independent certified public accountants with respect to the Custodian's activities.

Section 3.27. Reports by Independent Certified Public Accountants. At the request of a Fund, the Custodian shall deliver to such Fund a written report prepared by the

Custodian's independent certified public accountants with respect to the custodial services provided by the Custodian under this Agreement, including, without limitation, the

Custodian's accounting system, internal accounting controls and procedures for safeguarding

Property, including Property deposited and/or maintained in a Securities System or Eligible

Securities Depository or with a Subcustodian. Such report shall be of sufficient scope and in sufficient detail as may reasonably be required by any Fund and as may reasonably be obtained by the Custodian. Delivery by the Custodian of its then current SAS 70 Report shall constitute compliance with this Section 3.27.

Section 3.28. Overdrafts. In the event that the Custodian is directed by Proper

Instructions to make any payment or transfer of funds on behalf of a Fund for which there are, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of such Fund, the Custodian may, in its discretion and only to the extent permitted by applicable law (including ERISA and national banking law), provide an Overdraft to the applicable Fund, in an amount sufficient to allow the completion of such payment. Overdrafts may also arise by reason of the Custodian's reversal of any provisional credit extended to a Fund. Any Overdraft provided hereunder (i) shall be payable on demand

Please Consider the Environment Before Printing This Document or at such time as shall be agreed upon by the applicable Fund and the Custodian; and (ii) shall accrue interest from the date of the Overdraft to the date of payment in full by the applicable

Fund at a rate agreed upon in writing, from time to time, by the Custodian and the applicable

Fund. The Custodian and each Fund acknowledge that the purpose of such Overdrafts is to support on a temporary basis the purchase or sale of securities for prompt delivery in accordance with the terms hereof, or to meet emergency cash needs not reasonably foreseeable by such Fund. The Custodian shall promptly provide an Overdraft Notice of any Overdraft by facsimile transmission or in such other manner as such Fund and the Custodian may agree in writing. If, pursuant to Proper Instructions, a Fund or Series requests the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or Series being liable for the payment of money or incurring liability in some other form, the Fund, or the Fund on behalf of a Series, shall, as a prerequisite to the

Custodian agreeing to take such action, provide indemnity to the Custodian in an amount and form satisfactory to the Fund and the Custodian.

Section 3.29. Reimbursement for Advances. If, in carrying out Proper Instructions, the Custodian advances cash or securities or makes any payment from Custodian's own funds for any purpose for the benefit of a Fund or Series, including the purchase or sale of foreign exchange or of contracts for foreign exchange, or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from the

Custodian's or its nominee's own fraud, willful default, willful misconduct or breach of the

Standard of Care, any Property held for the account of that Fund or Series shall be security for such advance or payment in an amount not to exceed the amount of such advance or

Please Consider the Environment Before Printing This Document payment. If the applicable Fund or Series fails to promptly repay the advance, the Custodian shall be entitled to use such Fund's or Series' available cash and to dispose of the Property of such Fund or Series to the extent necessary to obtain reimbursement in full for the amount of such advance or payment. The security interest granted to the Custodian under this Section

3.29 shall apply to all advances provided by the Custodian to a Fund or Series, including

Overdrafts as defined in Section 1.20 and intraday overdrafts that arise and are settled during the same Business Day, for the period during which any such advance remains outstanding.

Notwithstanding the foregoing, no security is granted hereunder to the Custodian with respect to a Fund which is a registered investment company if the grant of such security would result in a "senior security" as that term is used under Section 18 of the Investment Company Act.

Section 3.30. Claims. The Custodian agrees that all claims upon a Fund with respect to subjects covered, if any, by the attached Schedule E shall be made in accordance with Schedule E. In the event that the Custodian needs to make a claim against a Fund pursuant to Schedule E, the Custodian must make such claim within the period specified in

Exhibit E, or within such other period as may be mutually agreed upon from time to time by the Custodian and a Fund. Claims not covered by Schedule E shall be made within such period as may be mutually agreed upon from time to time by the Custodian and a Fund. The applicable Fund will research the cause and make payment if applicable, or forward the claim to the appropriate party.

ARTICLE IV.

PROPER INSTRUCTIONS AND RELATED MATTERS

Section 4.01. Proper Instructions.

(a) Oral Communications. Proper Instructions in the form of oral communications shall be confirmed on the same day as such instructions are given by the

Please Consider the Environment Before Printing This Document applicable Fund or Series by tested telex or in a writing (including a facsimile transmission) signed or initialed by or on behalf of the applicable Fund or Series by one or more Authorized

Persons. The Custodian shall subject all Proper Instructions to a commercially reasonable authentication procedure. Each Fund and the Custodian are hereby authorized to record any and all telephonic or other oral instructions communicated to the Custodian.

(b) Form of Proper Instructions. Proper Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. Proper Instructions may be transmitted electronically or by computer, provided that a Fund or Series has followed any relevant security procedures agreed to from time to time by the Fund and the Custodian. Each Fund shall be responsible for safeguarding any testkeys, identification codes or other security devices that the Custodian makes available to the Fund.

A communication is not a Proper Instruction unless it includes all information necessary to permit the Custodian to act on such instruction in accordance with its duties and obligations hereunder. The Custodian will promptly notify the sender of an instruction if it believes that an instruction is not a Proper Instruction. Except as provided in Article VI and subject to it and its agents (including Subcustodians and Subcustodial Agents) exercising the Standard of Care, complying with the provisions of this agreement and there being no fraud, willful default or willful misconduct by the Custodian or its agents (including Subcustodians and

Subcustodial Agents), the Custodian shall be without liability for relying on any instruction, including any instruction transmitted via facsimile, that it reasonably believes after appropriate authentication to be a Proper Instruction.

(c) Address for Proper Instructions. Proper Instructions shall be delivered to the Custodian at the address and/or telephone, telecopy or telex number, or appropriate electronic address, agreed upon from time to time by the Custodian and the applicable Fund.

Please Consider the Environment Before Printing This Document Section 4.02. Authorized Persons. All persons authorized in writing by each

Fund or Series to give Proper Instructions (as defined in Section 1.24) or any other notice, request, direction, instruction, certificate or instrument on behalf of a Fund or a Series shall be Authorized Persons. The Board of a Fund and any investment managers hired by a Fund

(and their employees to the extent provided in the following sentence) shall be considered

Authorized Persons unless the Custodian is otherwise notified in writing by the Board of a

Fund or its delegate. Officers of a Fund, employees of a Trustee and employees of investment managers shall be considered Authorized Persons only to the extent, the Board, the Trustee or an investment manager which is an Authorized Person has provided a written certificate to the

Custodian setting forth the names, titles, signatures and scope of authority (if limited) of each employee intended to be an Authorized Person of such Fund (each a "Certificate"). At least annually, the Custodian shall be required to obtain written representations from all investment managers utilized by a Fund that the certificate provided by such manager is current and complete. Such certificates may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until the earlier of (i) twelve months following the date of the most recent certificate by such investment manager and (ii) the date of delivery to the Custodian of a written notice by such investment manager modifying such certificate to the contrary. Upon delivery of a written notice that deletes the name(s) of a one or more persons previously authorized to give Proper

Instructions, such persons shall no longer be considered an Authorized Person or authorized to issue Proper Instructions and the Custodian shall promptly notify entity delivering such new notice of any outstanding notice, request, direction, instruction, certificate or instrument(s) signed by any such deleted person on behalf of such Fund(s).

Section 4.03. Persons Having Access to Assets of the Fund or Series.

Please Consider the Environment Before Printing This Document Notwithstanding anything to the contrary contained in this Agreement, no Authorized Person,

Director, Trustee, officer, employee of any Fund or Series shall have physical access to the assets of the Fund or Series held by the Custodian nor shall the Custodian deliver any assets of such Fund or Series for delivery to an account the Custodian knows or should know to be the account of such person; provided, however, that nothing in this Section 4.03 shall prohibit (i) any Authorized Person from giving Proper Instructions so long as such action does not result in delivery of or access to assets of any Fund or Series prohibited by this Section 4.03; or (ii) each Fund's independent certified public accountants from examining or reviewing the assets of the Fund or Series held by the Custodian. Notwithstanding the foregoing, (i) an authorized payment of fees for services or expenses to any person listed in the first sentence of this

Section 4.03 shall not be prohibited by this Section and (ii) any payment to any person listed in the first sentence of this Section 4.03 and as authorized by an Independent Representative

(as defined in an Instrument of Accession) shall not be prohibited by this Section.

Section 4.04. Actions of Custodian Based on Proper Instructions. So long as and to the extent that the Custodian acts in accordance with (a) Proper Instructions and (b) the terms of this Agreement, the Custodian shall not be responsible for the title, validity or genuineness of any property, or evidence of title thereof, received by it or delivered by it pursuant to this

Agreement.

ARTICLE V.

SUBCUSTODIANS

The Custodian may, from time to time, in accordance with the relevant provisions of this Article V, select and appoint one or more Domestic Subcustodians and/or Foreign

Subcustodians to act on behalf of a Fund or Series.

Section 5.01. Domestic Subcustodians. Upon receipt of Proper Instructions and in

Please Consider the Environment Before Printing This Document accordance therewith, the Custodian may from time to time select and appoint one or more

Domestic Subcustodians to hold and maintain Property of a Fund or a Series in the United

States. The Custodian may also, at any time and from time to time, without instructions from a Fund or Series, appoint a Domestic Subcustodian; provided, that, the Custodian shall notify each applicable Fund in writing of the identity and qualifications of any proposed Domestic

Subcustodian at least thirty (30) days prior to appointment of such Domestic Subcustodian, and such Fund may, in its sole discretion, by written notice to the Custodian executed by an Authorized Person disapprove of the appointment of such Domestic Subcustodian.

If, following notice by the Custodian to each applicable Fund regarding appointment of a

Domestic Subcustodian and the expiration of thirty (30) days after the date of such notice, such Fund shall have failed to notify the Custodian of its disapproval thereof, the Custodian may, in its discretion, appoint such proposed Domestic Subcustodian as its Subcustodian.

Section 5.02. Foreign Subcustodians. The Custodian may, at any time and from time to time, select and appoint a Foreign Subcustodian that complies with the requirements for a bank described in paragraph (a) (2) (ii) (A) (1) of US Department of Labor Regulations at Section 2550.404b-1, subject to the provisions of the 17f-5 Procedures and Guidelines included in Schedule B attached hereto. Each Foreign Subcustodian and the countries where it may hold securities and other assets of the applicable Funds shall be listed on Schedule F attached hereto, as it may be amended from time to time in accordance with the provisions of

Section 9.06 hereof. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment of the Fund or one of its Series that is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian (i) to effect the appropriate arrangements with a proposed foreign subcustodian or (ii) to determine in its sole discretion and timely inform the Fund

Please Consider the Environment Before Printing This Document that such appropriate arrangements are not available through the Custodian. With respect to

Funds that contain "plan assets", the Custodian reserves the right to refuse to accept delivery of securities in countries and jurisdictions other than those it customarily makes generally available from time to time to employee benefit plans governed by ERISA. The Custodian shall give reasonable prior written notice to each Fund with "plan assets" of any countries or jurisdictions for which it expects to refuse to accept delivery of securities for the reason stated in the prior sentence.

Section 5.03. Termination of a Subcustodian. The Custodian shall monitor each

Domestic Subcustodian and Foreign Subcustodian on a continuing basis and shall take all reasonable actions to ensure that each such Subcustodian performs all of its obligations in accordance with the terms and conditions of the subcustodian agreement between the

Custodian and such Subcustodian. In the event that the Custodian determines that a

Subcustodian has failed to substantially perform its obligations thereunder which relate or could reasonably be expected to relate to any Fund, the Custodian shall promptly notify each applicable Fund and the relevant investment manager(s) of each such Fund of such failure to perform. Upon receipt of Proper Instructions, the Custodian shall terminate a Subcustodian with respect to a Fund and either (i) select and appoint in its sole discretion a replacement

Subcustodian in accordance with the provisions of Section 5.01 or Section 5.02, as the case may be, or (ii) determine in its sole discretion and inform the Fund in a timely manner that appropriate alternate arrangements are not available through the Custodian. In addition to the foregoing, the Custodian may, at any time in its discretion, upon written notification to each applicable Fund, terminate any Domestic Subcustodian or Foreign Subcustodian.

Section 5.04. Eligible Securities Depositories. The Custodian or a Subcustodian that complies with the requirements for a bank described in paragraph (a) (2) (ii) (A) (1) of

Please Consider the Environment Before Printing This Document US Department of Labor Regulations at Section 2550.404b-1 may at any time and from time to time place and maintain Property of a Fund or Series with an Eligible Securities Depository subject to the provisions of this Agreement, including the 17f-7 Procedures and Guidelines included in Schedule B. Each Eligible Securities Depository through which the Custodian or any Subcustodian may hold securities and other assets of the Funds shall be listed on Schedule

G attached hereto, as it may be amended from time to time. Each Fund or Series and the

Custodian understand and acknowledge that a Fund or Series may maintain Property with an Eligible Securities Depository prior to the receipt of the initial risk analysis required by

Schedule B and prior to its inclusion on Schedule G; provided, however, that such analysis shall be completed by the Custodian and provided to the Fund or Series as soon as practicable after such Property is placed with the Eligible Securities Depository.

ARTICLE VI.

STANDARD OF CARE; INDEMNIFICATION; LIABILITY

Section 6.01. Standard of Care.

(a) General Standard of Care. The Custodian shall perform its services hereunder with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the performance of similar services and shall at all times act in good faith and agrees to use its best efforts within reasonable limits to perform (or cause its agents or Subcustodians and Subcustodial Agents to perform) accurately the services of the Custodian under this

Agreement (all of the foregoing collectively, the "Standard of Care"), including any Schedules or Appendices hereto and/or in Proper Instructions but only to the extent such instructions do not increase the duties or obligations of the Custodian under this Agreement. The Custodian

Please Consider the Environment Before Printing This Document shall be liable to each Board and any fiduciary which directs any Trustee of any Fund or

Series ("Directing Fiduciary") and each of their affiliates, the Trust, each Fund or Series

(and each of the agents of any such Board, Fund, Series or Directing Fiduciary but only to the extent any of them are liable for the actions or omissions of any such agents), and the shareholders and unitholders of each Fund (but only to the extent any Board, Fund, Series or Directing Fiduciary is liable to such shareholders or unitholders) and, if such Fund or

Series contains "plan assets" within the meaning of ERISA, each Plan for all obligations, liabilities, losses, damages and expenses suffered or incurred by or imposed upon them to the extent they arise out of or relate to (i) the failure of the Custodian or its agents (including

Subcustodians and Subcustodial Agents) to exercise such Standard of Care, (ii) the fraud, willful default or willful misconduct of the Custodian or its agents (including Subcustodians and Subcustodial Agents), or (iii) covenants or obligations made or entered into on behalf of or imposed on the Trust or any Fund or Series pursuant to a power granted to a Subcustodian and/or Subcustodial Agents under a power of attorney by the Trust, any Fund or Series which power of attorney was given in connection with actual or proposed activities by the Trust,

Fund or a Series in a country listed on Exhibit X (such covenants and obligations being referred to herein as "Exhibit X covenants" and any such power of attorney being referred to herein as an "Exhibit X POA"), except with respect to Exhibit X covenants which are explicitly authorized in a Special Instrument of Authorization. It is understood and agreed by the parties hereto that, for purposes of Sections 6.01, 6.03, 6.04 and 6.05 (the "Covered

Sections") hereof, any authorization of any Exhibit X covenants by any Directing Fiduciary

(whether on behalf of the Trust, a Fund or Series or otherwise) which are not made by a

Special Instrument of Authorization shall be void and not be binding on the Trust, any Fund,

Series or Directing Fiduciary and, notwithstanding any other provision in this Agreement or

Please Consider the Environment Before Printing This Document direction or agreement of a Directing Fiduciary or the Trust, any Fund or Series, the Custodian shall remain liable as provided under the Covered Sections with respect to any Exhibit X covenants or obligations not explicitly authorized in a Special Instrument of Authorization.

In the event of any inconsistency between the prior sentence and any other provision of this

Agreement or any other writing, the prior sentence shall govern.

(b) General Limitation on Liability; Exceptions to Limitation. Except as otherwise provided herein, no party hereto shall be liable to another party for (i) any indirect, consequential, special or speculative losses, damages, liability or expenses (together

"Consequential Damages"), even if they have been advised of the possibility of the same and regardless of the form of action, or (ii) losses resulting from (a) the general risk of investing or (b) investing assets in a particular country; provided however, that, notwithstanding the foregoing or any other provision in this Agreement to the contrary, if a Fund contains

"plan assets" within the meaning of ERISA, the Custodian shall be liable for Consequential

Damages to the extent that a Board, Directing Fiduciary, Fund or Series would be liable under ERISA for the actions of the Custodian and/or its agents (including Subcustodians and

Subcustodial Agents) and to the extent such Consequential Damages arise out of or relate to the fraud, willful default or willful misconduct of, or breach of the Standard of Care by, the Custodian or any of its agents (including Subcustodians and Subcustodial Agents). For sake of clarity, it is understood that a loss which arises out of or relates to the fraud, willful default or willful misconduct of, or breach of the Standard of Care by, the Custodian or any of its agents (including Subcustodians and Subcustodial Agents) is not a loss contemplated by (ii) of the prior sentence. In addition, notwithstanding the foregoing, the Custodian shall be liable (without indemnification from any Fund, Series or the Trust or any fiduciary to the Trust or any Fund or Series) for all obligations, liabilities, expenses or losses incurred

Please Consider the Environment Before Printing This Document by or imposed upon the Trust or any Fund or Series or fiduciary to the Trust or any Fund or Series which arises out of or relates to covenants or obligations made or entered into on behalf of or imposed on the Trust or any Fund or Series pursuant to a power granted to a

Subcustodian and/or Subcustodial Agents under an Exhibit X POA, except with respect to

Exhibit X covenants which are explicitly authorized in a Special Instrument of Authorization.

Except as required by law, the Custodian shall not be liable for the insolvency of a Securities

System or unaffiliated Eligible Securities Depository nor shall the Custodian be liable for the insolvency of any Subcustodian that is not a branch or Affiliate of the Custodian unless the Custodian has breached the Standard of Care in the appointment or monitoring of such

Subcustodian. In the event any party hereto is unable to perform its obligations under the terms of this Agreement because of events beyond its reasonable control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform during the period of such events.

(c) Actions Prohibited by Applicable Law. In no event shall any party hereto incur liability hereunder if any Person is prevented, forbidden or delayed from performing, or omits to perform, any act that this Agreement provides shall be performed or omitted to be performed, by reason of any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or of any foreign country, or political subdivision thereof or of any court of competent jurisdiction, unless and to the extent that, in each case, such delay or nonperformance is caused by the fraud, willful default or willful misconduct of, or breach of the Standard of Care by, the applicable Person or its agents.

(d) Mitigation by Custodian. Upon the occurrence of any event that causes or that the Custodian believes or a Fund reasonably believes will imminently cause any loss, damage or expense to any Fund or Series, Board or Directing Fiduciary, the Custodian (i) shall

Please Consider the Environment Before Printing This Document take and (ii) shall take all reasonable steps to cause any applicable Domestic Subcustodian or

Foreign Subcustodian (and Subcustodial Agents) to take all commercially reasonable steps to mitigate the effects of such event and to avoid continuing harm to a Fund or Series, Board or Directing Fiduciary. If the Custodian must seek Proper Instructions from a Fund or Series, or Board or Directing Fiduciary in order either to take such commercially reasonable steps itself or to take all reasonable steps to cause any applicable Domestic Subcustodian or Foreign

Subcustodian (and Subcustodial Agents) to take all commercially reasonable steps and timely requests such Proper Instructions, but the applicable Fund or Series or Board or Directing

Fiduciary does not provide such Proper Instructions, the Custodian (both as to itself and with respect to any applicable Subcustodian) shall have no further obligations under this Section

6.01(d).

(e) Advice of Counsel. The Custodian shall be entitled to receive and act upon advice of counsel (who may be counsel to a Fund, Series, Board or Directing Fiduciary) on all matters. The Custodian shall be without liability for any action reasonably taken or omitted in good faith in accordance with and pursuant to the advice of (i) counsel for the applicable Fund or Funds, Series, Board or Directing Fiduciary, or (ii) at the expense of the

Custodian, such other counsel as the Custodian may choose (unless counsel for the applicable

Fund or Funds, Series, Board or Directing Fiduciary has already provided advice on the matter and such advice has been provided to the Custodian in a form in which the Custodian may rely on such advice); provided, however, with respect to the performance of any action or omission of any action upon such advice, the Custodian and its agents (including Subcustodians and

Subcustodial Agents) shall be required to conform to the Standard of Care.

(f) Authorization to Take Action. Subject to the provisions of this Agreement and applicable law (including, but not limited to, ERISA and national banking law), each

Please Consider the Environment Before Printing This Document Fund or Series authorizes the Custodian to take such actions as may be necessary to fulfill

Custodian's duties and obligations under this Agreement notwithstanding that Custodian or any of its divisions or Affiliates may have a material interest in a transaction or circumstances are such that Custodian may have a potential conflict of duty or interest in connection with a transaction, including a conflict arising from the fact that the Custodian or any of its Affiliates may provide brokerage services to other customers, act as financial adviser to the issuer of

Property, act as a lender to the issuer of Property, act as agent for more than one customer in the same transaction, have a material interest in the issuance of Property or earn profits from any of the activities set forth above.

(g) Plan Assets. Notwithstanding any other provision in this Agreement to the contrary, to the extent that any Fund holds "plan assets," within the meaning of ERISA, with the Custodian, the Custodian acknowledges and agrees that, to the extent it is deemed to be a fiduciary, within the meaning of ERISA, with respect to such plans for performing the duties described hereunder, the Custodian represents and warrants that it is familiar with and will comply with the fiduciary responsibility provisions of Title I, Subtitle B Part 4, of ERISA in the performance of fiduciary obligations owed by the Custodian under ERISA, if any, to any Board, Fund, Series or Directing Fiduciary with respect to a Fund or Series that contains

"plan assets" as defined in ERISA and any Plan participant in such Fund or Series and such

Plan's beneficiaries.

Section 6.02. Liability of Custodian for Actions of Other Persons.

(a) Domestic Subcustodians and Foreign Subcustodians. The Custodian shall be liable for the actions or omissions of any Domestic Subcustodian (and Subcustodial

Agents) selected by the Custodian, or, subject to the provisions of the Rule 17f-5 Procedures and Guidelines included in Schedule B, any Foreign Subcustodian (and Subcustodial Agents)

Please Consider the Environment Before Printing This Document to the same extent as if such action or omission were performed by the Custodian itself. If a

Fund directs the Custodian to appoint a specific Domestic Subcustodian, the Custodian shall, with respect to such Domestic Subcustodian, be responsible only for losses arising from its own fraud, willful default, willful misconduct or breach of the Standard of Care. In the event of any loss, damage or expense suffered or incurred by a Fund caused by or resulting from the actions or omissions of any Domestic Subcustodian (or any Subcustodial Agents) or Foreign

Subcustodian (or any Subcustodial Agents) for which the Custodian is liable, the Custodian shall reimburse such Fund in the amount of any such loss, damage or expense.

(b) Securities Systems. Notwithstanding the provisions of Sections 6.01 and

6.02(a) to the contrary, the Custodian shall only be liable to a Fund for any loss, damage or expense suffered or incurred by such Fund resulting from the use by the Custodian or a Subcustodian of a Securities System to the extent the Custodian or Subcustodian, as applicable, is able to recover from the Securities System, unless such loss, damage or expense is caused by, or results from, the Custodian's or Subcustodian's (or any of Custodian's agent's or any Subcustodial Agent's) fraud, willful default, willful misconduct or breach of the

Standard of Care in its interactions with the Securities System; provided, however, that in the event of any such loss, damage or expense, the Custodian shall, or cause its Subcustodians

(and Subcustodial Agents) to, take all commercially reasonable steps to enforce such rights as it may have against the Securities System to protect the interests of the Fund.

Depositories, the Custodian shall be responsible only for those duties and obligations set forth in the 17f-7 Procedures and Guidelines included in Schedule B to this Agreement pursuant to the requirements of Rule 17f-7 under the Investment Company Act. The Custodian shall exercise reasonable care, diligence and prudence in carrying out its duties and responsibilities

Please Consider the Environment Before Printing This Document with respect to Eligible Securities Depositories.

Section 6.03. Indemnification by Funds.

(a) Indemnification Obligations. Subject to the provisions set forth in Section

6.01(b) of this Agreement, each Fund or Series severally and not jointly agrees to indemnify and hold harmless the Custodian and its nominees, directors, officers, agents, and employees

(collectively, the "Indemnitees") from all loss, damage and expense (including reasonable attorneys' fees), including but not limited to those arising out of claims of negligence made by third parties, suffered or incurred by the Indemnitees arising out of or related to actions taken by the Custodian on behalf of such Fund or Series in the performance of its duties and obligations under this Agreement; provided, however, that such indemnity shall not apply to any loss, damage and expense arising out of or related to (i) the fraud, willful default, willful misconduct of, or breach of the Standard of Care by, any Indemnitee (or by any Subcustodian or any Subcustodial Agent), (ii) any consequential, special, or speculative loss, damage or expense or (iii) covenants or obligations made or entered into on behalf of or imposed on the

Trust or any Fund or Series pursuant to a power granted to a Subcustodian and/or Subcustodial

Agents under an Exhibit X POA, except with respect to Exhibit X covenants which are explicitly authorized in a Special Instrument of Authorization. In addition, each Fund or Series agrees severally and not jointly to indemnify any Indemnitee against any liability incurred by reason of taxes assessed to such Person, or other loss, damage or expenses incurred by such

Indemnitee, resulting solely from the fact that securities and other property of such Fund or

Series are registered in the name of such Indemnitee; provided, however, that in no event shall such indemnification be applicable to income, franchise or similar taxes that may be imposed or assessed against any Indemnitee.

(b) Notice of Litigation, Right to Prosecute, Etc. No Fund or Series shall be

Please Consider the Environment Before Printing This Document liable for indemnification for losses or expenses arising out of litigation against an Indemnitee under this Section 6.03 if such Indemnitee shall have failed promptly to notify such Fund or

Series in writing of the commencement of any litigation or proceeding brought against such

Indemnitee in respect of which indemnity may be sought under this Section 6.03 to the extent that such failure to notify shall have had a material adverse effect on such Fund or Series.

With respect to claims in such litigation or proceedings for which indemnity by a Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund to any Indemnitee, such Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund may be subject to an indemnification obligation; provided, however, an Indemnitee shall be entitled to participate in at its own cost and expense, the defense of any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Indemnitee with respect to such litigation or proceeding. If such

Fund is not permitted to participate in or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Indemnitee shall reasonably prosecute such litigation or proceeding. An Indemnitee shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund with adequate notice of any such settlement or judgment, and without each such Fund's prior written consent, which consent shall not be unreasonably withheld. All

Indemnitees shall submit written evidence to each applicable Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund may reasonably request. With respect to the Custodian, if a Fund has acknowledged in writing its obligation to indemnify the Custodian, the Fund shall not settle for other than monetary

Please Consider the Environment Before Printing This Document damages a claim that materially affects the Custodian without the Custodian's prior written consent.

(c) Commencement of Litigation. The Custodian may not commence any litigation on behalf of a Fund or Series except pursuant to Proper Instructions from the Fund's

Board or with the applicable Fund's prior written consent. Except where the Custodian is a necessary party to the litigation, a Fund or Series shall not instruct the Custodian to commence litigation without the Custodian's prior consent, which consent shall not be unreasonably withheld.

Section 6.04. Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian (and any Subcustodial Agents), Securities

System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian (or any Subcustodial Agents), Securities System, Eligible

Securities Depository or other Person, and shall be entitled to enforce the rights of the

Custodian with respect to any claim against such Subcustodian (and/or any Subcustodial

Agents), Securities System, Eligible Securities Depository or other Person, which the

Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the

Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian (and any Subcustodial

Agents), Securities System or other Person and the Fund shall provide the Custodian with reasonable cooperation in respect of such enforcement. Upon such Fund's election to enforce any rights of the Custodian under this Section 6.04, such Fund shall reasonably prosecute

Please Consider the Environment Before Printing This Document all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 6.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such

Fund without the Custodian's consent and, provided further, that if such Fund has not made an acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the

Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 6.04; provided, however, that such reimbursement shall not apply to expenses to the extent that they arise out of or are attributable to the fraud, willful default, willful misconduct of, or breach of the Standard of Care by, the Custodian or its agents (including Subcustodians and

Subcustodial Agents) or covenants or obligations made or entered into on behalf of or imposed on the Trust or any Fund or Series pursuant to a power granted to a Subcustodian and/or its

Subcustodial Agents under an Exhibit X POA, except with respect to Exhibit X covenants which are explicitly authorized in a Special Instrument of Authorization. Each Fund agrees that it shall not settle for other than monetary damages a claim that materially affects the

Custodian without the Custodian's prior written consent.

Section 6.05. Indemnification by Custodian.

(a) Indemnification Obligations. Subject to the provisions set forth in Section

Please Consider the Environment Before Printing This Document 6.01(b) of this Agreement, the Custodian agrees to indemnify and hold harmless each Fund or Series severally and not jointly and its Board, trustee(s), nominees, directors, officers, and employees, any Directing Fiduciary and the Board's and the Directing Fiduciary's affiliates,

(and each of the agents of any such Board, Fund, Series or Directing Fiduciary but only to the extent any of them are liable for the actions or omissions of any such agents),and the shareholders and unitholders of each Fund (but only to the extent any Board, Fund, Series or Directing Fiduciary is liable to such shareholders or unitholders) (collectively, the "Fund

Indemnitees") and, if such Fund or Series contains "plan assets" within the meaning of ERISA, each Plan (each Plan being a "Plan Indemnitee") from all liability, obligation, loss, damage and expense (including reasonable attorneys' fees of third parties), including but not limited to those arising out of claims of negligence made by third parties, suffered or incurred by the

Fund Indemnitees and Plan Indemnitees to the extent and only to the extent such loss, damage or expense arises out of or relates to (i) Custodian's (or any of its agents or Subcustodial

Agents, except as otherwise provided hereunder) fraud, willful default, willful misconduct or breach of the Standard of Care or (ii) covenants or obligations made or entered into on behalf of or imposed on the Trust or any Fund or Series pursuant to a power granted to a

Subcustodian and/or its Subcustodial Agents under an Exhibit X POA, except with respect to

Exhibit X covenants which are explicitly authorized in a Special Instrument of Authorization.

(b) Notice of Litigation, Right to Prosecute, Etc. The Custodian shall not be liable for indemnification for losses or expenses arising out of litigation against a Fund

Indemnitee under this Section 6.05 if such Fund Indemnitee shall have failed promptly to notify the Custodian in writing of the commencement of any litigation or proceeding brought against such Fund Indemnitee in respect of which indemnity may be sought under this Section

6.05 to the extent that such failure to notify shall have had a material adverse effect on the

Please Consider the Environment Before Printing This Document Custodian. With respect to claims in such litigation or proceedings for which indemnity by the Custodian may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, the Custodian shall be entitled to participate in any such litigation or proceeding and, after written notice from the Custodian to the Fund Indemnitee, the Custodian may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which the Custodian may be subject to an indemnification obligation; provided, however, a Fund Indemnitee shall be entitled to participate in at its own cost and expense, the defense of any such litigation or proceeding if the Custodian has not acknowledged in writing its obligation to indemnify the Fund

Indemnitee with respect to such litigation or proceeding. If the Custodian is not permitted to participate in or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, the Fund Indemnitee shall reasonably prosecute such litigation or proceeding. A Fund Indemnitee shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing the Custodian with adequate notice of any such settlement or judgment, and without the Custodian's prior written consent, which consent shall not be unreasonably withheld. All Fund Indemnitees shall submit written evidence to the Custodian with respect to any cost or expense for which they are seeking indemnification in such form and detail as the Custodian may reasonably request.

With respect to any Fund Indemnitee, if the Custodian has acknowledged in writing its obligation to indemnify such Fund Indemnitee, the Fund Indemnitee shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian's prior written consent.

Section 6.06. Mitigation of Damages.

Any person asserting any right of indemnification provided under this Agreement

Please Consider the Environment Before Printing This Document shall make commercially reasonable efforts to mitigate any loss, damage, or expense for which indemnification is sought, provided, however, that the reasonable expenses incurred in such mitigation shall be deemed to be expenses for which indemnification may be sought.

ARTICLE VII.

COMPENSATION

Each Fund shall compensate the Custodian in an amount, and at such times, as may be agreed upon in writing, from time to time, by the Custodian and such Fund.

ARTICLE VIII.

TERMINATION

Section 8.01. Termination of Agreement as to One or More Funds. With respect to each Fund, this Agreement shall continue in full force and effect until the first to occur of: (i) termination by the Custodian by an instrument in writing delivered or mailed to such

Fund, such termination to take effect not sooner than sixty (60) days after the date of such delivery; (ii) termination by such Fund by an instrument in writing delivered or mailed to the

Custodian, such termination to take effect not sooner than sixty (60) days after the date of such delivery; or (iii) termination by such Fund by written notice delivered to the Custodian, based upon such Fund's determination that there is a reasonable basis to conclude that the Custodian is insolvent or that the financial condition of the Custodian is deteriorating in any material respect, in which case termination shall take effect upon the Custodian's receipt of such notice or at such later time as such Fund shall designate. In the event of termination pursuant to this Section 8.01 by any Fund, each Terminating Fund shall make payment of all accrued fees and unreimbursed expenses with respect to such Terminating Fund within a reasonable time following termination and delivery of a statement to the Terminating Fund setting forth

Please Consider the Environment Before Printing This Document such fees and expenses. In the event of a termination by a Fund or the Custodian, each Fund shall identify in any notice of termination or in a subsequent writing, a successor custodian or custodians to which the Property of the Terminating Fund shall, upon termination of this

Agreement with respect to such Terminating Fund, be delivered. In the event that securities and other assets of such Terminating Fund remain in the possession of the Custodian after the date of termination hereof with respect to such Terminating Fund owing to failure of the Terminating Fund to appoint a successor custodian (i) the Custodian shall be entitled to compensation for its services in accordance with the fee schedule most recently in effect, for such period as the Custodian retains possession of such securities and other assets, and the provisions of this Agreement relating to the duties and obligations of the Custodian and the

Terminating Fund shall remain in full force and effect and (ii) the Custodian may (but shall be under no obligation to), upon 30 day's written notice to the Terminating Fund appoint a successor custodian provided that such successor custodian is eligible to hold the Terminating

Fund's assets and the Terminating Fund shall not have objected to such appointment. In the event of the appointment of a successor custodian, it is agreed that the Property owned by a

Terminating Fund and held by the Custodian, any Subcustodian or nominee shall be delivered to the successor custodian; and the Custodian agrees to cooperate with such Terminating Fund in the execution of documents and performance of other actions necessary or desirable in order to substitute the successor custodian for the Custodian under this Agreement. Upon the transfer of the assets of a Terminating Fund to a successor custodian, the Custodian may deduct from such assets prior to the transfer an amount equal to the sum of any unpaid fees or expenses to which the Custodian is entitled by reason of its services as Custodian.

Section 8.02. Termination as to One or More Series. This Agreement may be terminated as to one or more Series of a Fund (but less than all Series) by delivery of an

Please Consider the Environment Before Printing This Document amended Schedule A deleting such Series pursuant to Section 9.06 hereof, in which case termination as to such deleted Series shall take effect thirty (30) days after the date of such delivery. The execution and delivery of an amended Schedule A which deletes one or more

Series shall constitute a termination of this Agreement only with respect to such deleted Series, shall be governed by the preceding provisions of Section 8.01 as to the identification of a successor custodian and the delivery of Property of the Series so deleted, and shall not affect the obligations of the Custodian and any Fund hereunder with respect to the other Series set forth in Schedule A, as amended from time to time.

ARTICLE IX.

MISCELLANEOUS

Section 9.01. Execution of Documents, Etc.

(a) Actions by each Fund. Upon request, each Fund shall execute and deliver to the Custodian such proxies, powers of attorney or other instruments as may be reasonable and necessary in connection with the performance by the Custodian or any Subcustodian of their respective obligations to such Fund under this Agreement or any applicable subcustodian agreement with respect to such Fund, provided that the exercise by the Custodian or any

Subcustodian of any such rights shall in all events be in compliance with the terms of this

Agreement.

(b) Actions by Custodian. Upon receipt of Proper Instructions, the Custodian shall execute and deliver to each applicable Fund or to such other parties as such Fund(s) may designate in such Proper Instructions, all such documents, instruments or agreements as may be reasonable and necessary or desirable in order to effectuate any of the transactions contemplated hereby.

Please Consider the Environment Before Printing This Document Section 9.02. Representative Capacity; Nonrecourse Obligations. A copy of the articles of incorporation, declaration of trust or other organizational document of each Fund has been provided to the Custodian, or will be provided, upon request, and notice is hereby given that this Agreement is not executed on behalf of the directors or trustees of any Fund as individuals, and the obligations of this Agreement are not binding upon any of the directors, trustees, officers, shareholders, unitholders, members or partners of any Fund individually, but are binding only upon the Property of each Fund or Series. The Custodian agrees that no Board, shareholder, unitholder, director, trustee, officer, member or partner of any Fund,

Series or Directing Fiduciary, may be held personally liable or responsible for any obligations of any Fund or Series arising out of this Agreement.

Section 9.03. Several Obligations of the Funds and the Series. With respect to any obligations of a Fund on its own behalf or on behalf of any of its Series arising out of this Agreement, including, without limitation, the obligations arising under Sections 3.28,

6.03, 6.04 and Article VII hereof, the Custodian shall look for payment or satisfaction of any obligation solely to the assets and property of the applicable Fund or Series to which such obligation relates as though each Fund had separately contracted with the Custodian by separate written instrument on its own behalf and with respect to each of its Series.

Section 9.04. Representations and Warranties.

(a) Representations and Warranties of Each Fund. Each Fund hereby severally and not jointly represents and warrants that each of the following shall be true, correct and complete with respect to each Fund at all times during the term of this Agreement:

(i) the Fund is duly organized under the laws of its jurisdiction of organization, and (ii) the execution, delivery and performance by the Fund of this Agreement are (1) within its power, and (2) have been duly authorized by all necessary action.

Please Consider the Environment Before Printing This Document (b) Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to each Fund that each of the following shall be true, correct and complete at all times during the term of this Agreement: (i) the Custodian is duly organized under the laws of its jurisdiction of organization and qualifies to act as a custodian and foreign custody manager to open-end management investment companies or closed-end investment companies under the provisions of the Investment Company Act; (ii) the Custodian is a

"qualified custodian" within the meaning of Rule 206(4)-2 under the Investment Advisers Act;

(iii) Domestic Subcustodians and Foreign Subcustodians are "qualified custodians" as defined under Rule 206(4)-2 of the Investment Advisors Act of 1940; and (iv) the execution, delivery and performance by the Custodian of this Agreement are (1) within its power, and (2) have been duly authorized by all necessary action.

Section 9.05. Entire Agreement. This Agreement constitutes the entire understanding and agreement of each Fund, on the one hand, and the Custodian, on the other, with respect to the subject matter hereof and, accordingly, supersedes as of the effective date of this Agreement any custodian agreement heretofore in effect between each Fund and the

Custodian.

Section 9.06. Waivers and Amendments. No provision of this Agreement may be waived, amended or terminated except by a statement in writing signed by the party against which enforcement of such waiver, amendment or termination is sought; provided, however:

(i) Schedule A listing each Fund and each Series for which the Custodian serves as custodian may be amended from time to time to add one or more Funds or one or more Series of one or more Funds, by the applicable Fund's execution and delivery to the Custodian of an Instrument of Accession set forth in Exhibit I, and the execution of such Instrument of Accession by the

Custodian and the delivery by such Fund of an amended Schedule A adding it or one or more

Please Consider the Environment Before Printing This Document Series, in which case such amendment shall take effect immediately upon execution of such

Instrument of Accession by the Custodian. Schedule A may also be amended from time to time to delete one or more Funds or one or more Series (but less than all of the Series) of one or more Funds, by each applicable Fund's execution and delivery to the Custodian of an amended Schedule A, in which case such amendment shall take effect thirty (30) days after such delivery, unless otherwise agreed by the Custodian and each applicable Fund in writing;

(ii) Schedule B setting forth the 17f-5/17f-7 Procedures and Guidelines may be amended only by an instrument in writing executed by each applicable Fund and the Custodian; (iii)

Schedule C setting forth the Custodian's duties and obligations with respect to tax services may be amended only by an instrument in writing executed by each applicable Fund and the

Custodian; (iv) Schedule D setting forth the Custodian's duties and obligations with respect to proxy services may be amended only by an instrument in writing executed by each applicable

Fund and the Custodian; (v) Schedule E relating to claims may be amended only by an instrument in writing executed by each applicable Fund and the Custodian; and (vi) Schedule

F setting forth the foreign subcustodian bank network used by each Fund or Series may be amended by the Custodian at any time upon prompt written notice to each applicable Fund.

This Agreement shall also be deemed amended by any Instrument of Accession executed by the applicable Fund and the Custodian.

Section 9.07. Interpretation. In connection with the operation of this Agreement, the Custodian and any Fund may agree from time to time on such provisions interpretative of or in addition to the provisions of this Agreement with respect to such Fund as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretative or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretative or additional provisions shall contravene any applicable

Please Consider the Environment Before Printing This Document federal or state regulations or any provision of the articles of incorporation or analogous governing document of the Fund. No interpretative or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement or affect any other Fund.

Section 9.08. Captions. Headings contained in this Agreement, which are included as convenient references only, shall have no bearing upon the interpretation of the terms of the

Agreement or the obligations of the parties hereto.

Section 9.09. Governing Law. Insofar as any question or dispute may arise in connection with this Agreement, the provisions of this Agreement shall be construed in accordance with and be governed by the laws of the State of New York without reference to the conflict of laws provisions of the State of New York.

Section 9.10. Notices. Except in the case of Proper Instructions, notices and other writings contemplated by this Agreement shall be delivered by hand or by facsimile transmission (provided that in the case of delivery by facsimile transmission, notice shall also be mailed postage prepaid) to the parties at the following addresses:

1. If to any Fund listed on Schedule A under any series of GMAM Real

Estate I, LLC

GMAM Real Estate I, LLC c/o 767 Fifth Avenue,

New York, New York 10153

Please Consider the Environment Before Printing This Document Attn: Director of Investment Operations

Telephone: (212) 418-6456

Telefax: (212) 418-3656

w/copy to

Attn: David Hartman, General Counsel

Telephone: (212) 418-6307

Telefax (212) 418-6123

2. If to any Fund listed on Schedule A under General Motors Investment

Management Corporation:

General Motors Investment Management Corporation c/o 767 Fifth Avenue,

New York, New York 10153

Attn: Director of Investment Operations

Telephone: (212) 418-6456

Telefax: (212) 418-3656

w/copy to

Please Consider the Environment Before Printing This Document Attn: David Hartman, General Counsel

Telephone: (212) 418-6307

Telefax (212) 418-6123

3. If to any Fund listed on Schedule A under General Motors Trust

Bank, N.A.:

General Motors Trust Bank, N.A. c/o 767 Fifth Avenue,

New York, New York 10153

Attn: Director of Investment Operations

Telephone: (212) 418-6456

Telefax: (212) 418-3656

w/copy to

Attn: David Hartman, General Counsel

Telephone: (212) 418-6307

Telefax (212) 418-6123

If to any other Fund, to the persons and address for Notices set forth in

the Instrument of Accession pursuant to which such Fund was added

Please Consider the Environment Before Printing This Document to Schedule A or such other address as may be provided by such Fund

to the Custodian in writing.

4. If to the Custodian:

JPMorgan Chase Bank, N.A..

One Chase Manhattan Plaza, 19th Floor

Mail Code NY1-A333

New York, New York 10005-1401

Attn: Craig Werder, Vice President

Telephone: 212-552-2383

Telefax: 917-464-8973

or to such other address as a Fund or the Custodian may have designated in

writing to the other.

Section 9.11. Assignment. This Agreement shall be binding on and shall inure to the benefit of each Fund severally and the Custodian and their respective successors and assigns, provided that, subject to the provisions of Section 8.01 hereof and the following sentence, neither the Custodian nor any Fund may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party. The rights, liabilities and obligations of GMTB, GMIMCo or GMRE as Trustee, general partner or investment adviser to any Fund listed on Schedule A may be assigned to any affiliate of either of GMTB, GMIMCo or GMRE. Upon such an assignment, the Custodian agrees to amend this Agreement to provide that such affiliate shall act on behalf of the relevant Fund listed

Please Consider the Environment Before Printing This Document on Schedule A. In the event an assignment referred to in the prior two sentences is made by GMRE or GMIMCo to GMTB and for every fund, pool or entity listed on Schedule A under the name of GMTB, the Custodian agrees that the performance of services provided by it under this Agreement with respect to GMTB bank-maintained, advised or trusteed funds shall be subject to the Office of the Comptroller of the Currency's examination and regulatory authority under 12 U.S.C. 1867(c) and the Custodian's duties under this Agreement will then be subject to the provisions of 12 C.F.R. 9 applicable to fiduciary activities contracted out by national banks.

Section 9.12. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. With respect to each Fund, this

Agreement shall become effective when an amended Schedule A including the Fund has been signed and delivered by such Fund to the Custodian.

Section 9.13. Confidentiality; Survival of Obligations. All confidential information provided by a party hereto, including non-public personal information within the meaning of Securities and Exchange Commission (SEC) Regulation S-P, shall be used by any other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as permitted by this Agreement or as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by any bank examiner of a Board, Fund, Custodian or any Subcustodian, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. It is understood that this agreement will be filed with the SEC as an exhibit to a registration statement for one or more registered Funds.

Please Consider the Environment Before Printing This Document In addition, the parties agree that GMRE, GMTB or GMIMCo may provide a copy of this agreement in connection with a custodian request for proposal with respect to any fund or trust for which they have investment management authority or discuss the terms thereof in connection with their duties or obligations under law to seek favorable terms for such a fund or trust. The provisions of this Section 9.13 and Sections 3.27, 4.01(a), 4.04, 8.01, 9.01,

9.02, 9.03, 9.09, 9.15, Article VI and Article VII hereof, and any other rights or obligations incurred or accrued by any party hereto prior to termination of this Agreement shall survive any termination of this Agreement.

Section 9.14. Shareholder Communications. Rule 14b-2 under the Securities

Exchange Act of 1934, as amended, requires banks that hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the

Custodian needs each Fund to indicate whether the Fund authorizes the Custodian to provide the Fund's name, address, and share position to requesting companies whose stock the Fund owns. If a Fund tells the Custodian "no," the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian "yes" or does not check either "yes" or

"no" below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. Please indicate below whether the Funds consent or object by checking one of the alternatives below

YES [ The Custodian is authorized to release each Fund's name, address, and share positions. ]

Please Consider the Environment Before Printing This Document NO The Custodian is not authorized to release each Fund's name, address, and share positions. [x]

Section 9.15. Maintenance of Records. The Custodian shall cooperate fully with each Fund and its agents and any successor to the Custodian and shall , at the request of the relevant Fund or its delegates or agents, use best efforts within reasonable limits to comply with any regulatory request or the request of the relevant Fund or its delegates or agent to provide within the time period of such request originals or copies of any or all records of such Fund. The Custodian agrees to ensure that the records required to be maintained under this Agreement will not be not lost, altered, destroyed (except as provided by this

Section) or maintained in a disorganized manner but rather the Custodian shall arrange and index the records in a way that permits easy location, access and retrieval of any particular records and will cooperate, at the expense of the relevant Fund, Board, Series or Plans or

GMRE, GMTB or GMIMCo or Directing Fiduciary, in the orderly transfer of such records to any successor recordkeeper. Upon reasonable notice and request and at the requesting party's expense, the Custodian will provide to persons designated by such requesting party descriptions regarding the record retention processes of the Custodian and its agents and provide information and technical assistance, outside the retention of the data, regarding matters related to the Custodian's prior services under this Agreement. It is understood that the Custodian's customary recordkeeping policy requires destruction of records on a rolling seven year basis. Notwithstanding this or any other provision of this Agreement, the Custodian shall not destroy any records of any Fund without prior reasonable notice to a Fund sufficient for it to determine whether such Fund desires to retain such records and make alternative arrangements with another entity for the maintenance of such records. Accordingly, the

Please Consider the Environment Before Printing This Document Custodian will arrange for an annual meeting with each relevant Fund or its agents to identify the records which it intends to be destroyed based on the seven year rolling period and which records the relevant Fund, Board or Directing Fiduciary desires to be transferred to another recordkeeper.

Section 9.16. Registered Investment Advisers to Private Funds. Custodian acknowledges and agrees that, notwithstanding any other provision in this Agreement, with respect to any Fund that is not a registered investment company advised by a registered investment adviser, that the following provisions shall apply unless otherwise requested by a

Fund's Board in writing:

(a) The Custodian agrees to provide the Fund and each Fund's registered investment adviser with any assistance requested by such Fund or adviser to comply with the requirements of Rule 206(4)-2 under the Investment Advisers Act, including, upon request of a Fund or a Fund's registered investment adviser, providing the Fund or adviser, or if requested by the adviser, the Fund's owners (e.g., the Fund's limited partners or members) or their designated independent representative: (i) timely quarterly reports identifying the amount of funds and securities held in an Account or Segregated Account at the end of the relevant period and setting forth all transactions in the Account or Segregated Account during that period, and (ii) any other information as reasonably requested by the Fund or adviser with respect to the Account or Segregated Account. The Custodian further agrees to provide all such information in timely manner so as to permit the adviser to meet its reporting obligations under Rule 206(4)-2. To the extent a registered investment adviser to a private Fund is not a party to this Agreement, the Custodian agrees that such adviser is a third party beneficiary of this Agreement.

Section 9.17. Private Fund Procedures. References to "Private fund procedures"

Please Consider the Environment Before Printing This Document in any Instrument of Accession dated prior to the date hereof are hereby eliminated in their entirety and hereafter no Fund is subject to such procedures.

– SIGNATURES FOLLOW –

Please Consider the Environment Before Printing This Document IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in its name and on its behalf on the day and year first above written.

Solely For Funds listed on Schedule A under GMAM Real Estate I, LLC, with respect to

Series I thereof

BY GMAM REAL ESTATE I, LLC, WITH RESPECT TO SERIES I THEREOF

As General Partner for each of such Funds

By: General Motors Investment Management Corporation, its Sole Member

By:

Name:

Title:

Solely For Funds listed on Schedule A under GMAM Real Estate I, LLC, with respect to

Series II thereof

BY GMAM REAL ESTATE I, LLC, WITH RESPECT TO SERIES II THEREOF

As General Partner for each of such Funds

By: General Motors Investment Management Corporation, its Sole Member

By:

Name:

Title:

Solely For Funds listed on Schedule A under GMAM Real Estate I, LLC, with respect to

Series III thereof

BY GMAM REAL ESTATE I, LLC, WITH RESPECT TO SERIES III THEREOF

Please Consider the Environment Before Printing This Document As General Partner for each of such Funds

By: General Motors Investment Management Corporation, its Sole Member

By:

Name:

Title:

Solely For Funds listed on Schedule A under General Motors Trust Bank, N.A.

BY GENERAL MOTORS TRUST BANK, N.A.

As Trustee or Investment Adviser for each of such Funds

By:

Name:

Title:

Solely For Funds listed on Schedule A under General Motors Investment Management

Corporation

BY GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION

As Authorized Signatory for each of such Funds

By:

Name:

Title:

JPMORGAN CHASE BANK, N.A.

By:

Name: John F. Weeda

Title: Executive Director

Please Consider the Environment Before Printing This Document Schedule A

to AMENDED AND RESTATED CUSTODIAN AGREEMENT, DATED AS OF May 19, 2008 (the "Agreement") (terms not defined herein have the meaning set forth in the Agreement)

GMAM REAL ESTATE I, LLC, WITH RESPECT TO SERIES I THEREOF FUNDS 1. NJDOI/GMAM Core Plus Real Estate Investment Program, L.P.

GMAM REAL ESTATE I, LLC, WITH RESPECT TO SERIES II THEREOF FUNDS 1. NJDOI/GMAM Opportunistic Real Estate Investment Program, L.P.

GMAM REAL ESTATE I, LLC, WITH RESPECT TO SERIES III THEREOF FUNDS 1. NJDOI/GMAM CT High Grade Partners II, L.P.

GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION FUNDS 1. GMAM Absolute Return Strategies Fund, LLC (Effective Date July 1, 2002)

GENERAL MOTORS TRUST BANK, N.A. FUNDS GMAM Investment Funds Trust

(Including Bank-Maintained Funds under the GMAM Investment Funds Trust for which Trusteeship was transferred from General Motors Trust Company to General Motors Trust Bank, N.A. on September 30, 2003)

1. Promark International Equity Fund (Effective Date August 18, 2003-Solely, as of April 21, 2008, with respect to assets in Pool GEP-108 (custody account #P89681 (the "Account")); provided that, as of April 21, 2008, the Custodian shall not be liable for breaches by it of the Standard of Care in providing services under the Agreement for the Account which are due to the failure to receive information from an investment manager hired by the Promark International Equity Fund, which information is necessary for the Custodian to provide its services for the Account under the Agreement, and further provided that the services required of the Custodian under the Agreement for the Account are required to be provided only on a best efforts basis)

Please Consider the Environment Before Printing This Document Schedule B

Rule 17f-5/17f-7 Procedures and Guidelines

The Custodian will serve as the Foreign Custody Manager in the countries listed in Schedule F hereto for the Funds listed on Schedule A to this Agreement pursuant to the terms and provisions of the Agreement and Part I of these procedures and guidelines. As Foreign Custody Manager, the Custodian shall be responsible for managing each Fund's foreign custody arrangements pursuant to the requirements of Rule 17f-5 under the Investment Company Act. The Custodian also shall serve as each Fund's Primary Custodian as defined in and pursuant to the requirements of Rule 17f-7 under the Investment Company Act. As Primary Custodian, the Custodian shall perform the duties and obligations set forth in Rule 17f-7 and in Part II of these guidelines and procedures.

I. Rule 17f-5: Foreign Custody Manager

1. In selecting an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that each Fund's Foreign Assets (as defined in Rule 17f-5(a)(2)) shall be subject to reasonable care by the Eligible Foreign Custodian considering all factors relevant to the safekeeping of such Foreign Assets with reference to standards of international banks and trust companies holding assets for institutional clients in the relevant market and if there are no such international banks with reference to the principal custodians in the relevant market that act as subcustodians or custodians for U.S. mutual funds.

2. Each agreement between the Foreign Custody Manager and each Foreign Subcustodian shall meet the requirements of Rule 17f-5(c)(2) under the Investment Company Act.

3. The Foreign Custody Manager shall establish a system for monitoring the appropriateness of maintaining a Fund's Foreign Assets with a particular Eligible Foreign Custodian and to monitor the performance of the agreement between the Foreign Custody Manager and each Eligible Foreign Custodian.

4. The Foreign Custody Manager shall notify the Fund's investment adviser in writing as soon as reasonably possible of any material changes in the Fund's foreign custody arrangements.

5. The Foreign Custody Manager shall provide the Board and any Directing Fiduciary with written quarterly reports regarding a Fund's foreign custody arrangements for use at its quarterly Board meetings which reports shall, among other things:

(i) notify the Board and any Directing Fiduciary of the placement of a Fund's Foreign Assets with a particular Eligible Foreign Custodian; and summarize for the Board and any Directing Fiduciary the material changes in the Fund's foreign custody arrangements that occurred during the prior quarter.

6. The Foreign Custody Manager shall, upon request of the Board or any Directing Fiduciary, make itself available to report to a Directing Fiduciary in person or a Fund's Board in person at its quarterly Board meetings, or at such other times as the Board or any Directing Fiduciary may from time to time require.

Please Consider the Environment Before Printing This Document 7. The Foreign Custody Manager shall agree to and shall provide the Fund's investment adviser on a regular basis with the country materials it provides to clients. Each Fund acknowledges that the information contained in these materials is for informational purposes only and does not constitute investment advice.

8. In performing its delegated duties and obligations to the Fund, the Foreign Custody Manager shall agree to exercise the reasonable care, prudence and diligence of a New York bank subject to a New York standard of care having responsibility for the safekeeping of Foreign Assets.

II. Rule 17f-7: Primary Custodian

1. The Custodian shall provide each Fund with an initial analysis of the custody risks associated with maintaining Foreign Assets in each Eligible Securities Depository that may be used to hold a Fund's Foreign Assets in each country in the Custodian's foreign custody network. Each such analysis shall include the information necessary to allow a Fund or its adviser to determine that each depository qualifies as an Eligible Securities Depository.

2. The Custodian shall promptly provide each Fund with an initial analysis of the custody risks associated with maintaining Foreign Assets in each Eligible Securities Depository in each new country added to the Custodian's foreign custody network.

3. The Custodian shall monitor on a continuing basis the custody risks associated with maintaining a Fund's Foreign Assets with each Eligible Securities Depository used by each Fund and promptly notify such Fund or its investment adviser of any material change to those custody risks.

4. The Custodian shall exercise reasonable care, diligence and prudence in performing its duties as each Fund's Primary Custodian.

5. The Custodian shall annually review the condition of each Eligible Securities Depository used by a Fund and provide each Fund's adviser with written confirmation that there have been no material changes in the custody risks associated with using each such Eligible Securities Depository.

6. Based on the information available to it in the exercise of diligence, the Custodian shall promptly advise the applicable Board and any Directing Fiduciary if any Eligible Securities Depository ceases to be eligible. If a custody arrangement with an Eligible Securities Depository no longer meets the requirements of Rule 17f-7, the Board and any Directing Fiduciary may, and shall if the Fund is registered investment company, direct the withdrawal of the Fund's Foreign Assets from such Depository (and, if necessary, the applicable market) as soon as reasonably practicable.

Please Consider the Environment Before Printing This Document Schedule C

Taxes

1. (a) Custodian shall apply for a reduction of withholding tax and any refund of

any tax paid or related credits that apply in each applicable market in which a

Fund invests in respect of income payments on Property for the Fund's benefit

that Custodian believes may be available to a Fund. The Custodian shall promptly

file any certificates, documentation or other affidavits for the refund or reclaim

of withholding taxes paid, and otherwise use all lawful available measures

customarily used to reclaim foreign taxes at the source. To the extent that the

Custodian becomes aware of any changes to law, interpretative rulings or

procedures regarding tax reclaims, Custodian will promptly notify each applicable

Fund or Series and the relevant investment manager(s) of such Fund or Series of

such developments.

(b) The provision of tax reclaim services by the Custodian is contingent upon

the Custodian receiving from a Fund (i) a declaration of the Fund's identity

and place of residence and (ii) such other documentation or information as the

Custodian determines that is required to be provided. Each Fund acknowledges

that if the Custodian does not receive such declarations, documentation, and

information from a Fund, the Custodian will not be able to provide tax reclaim

services to such Fund.

levied by the revenue authorities of the countries in which the Custodian provides

Please Consider the Environment Before Printing This Document global custody services. Except as expressly provided herein, the Custodian shall

have no responsibility with respect to any Fund's tax position or status in any

jurisdiction.

(d) Each Fund confirms that the Custodian is authorized to disclose to any

lawful revenue authority or governmental body any information requested by such

entity in relation to a Fund or the Property held by a Fund.

(e) Tax reclaim services may be provided by the Custodian or, in whole or in

part, by any third party appointed by the Custodian (which may be an affiliate of

the Custodian); provided that the Custodian shall be liable for the performance of

any such third party to the same extent as if the Custodian had itself performed the

services.

2. (a) The Custodian shall have no responsibility or liability for any obligations

now or hereafter imposed on the Fund or the Custodian as custodian of the Fund

by the tax law of the United States of America or any state or political subdivision

thereof except to the extent such taxes are imposed as a result of the fraud, willful

default, willful misconduct of, or breach of the Standard of Care by, the Custodian

or its agents (including Subcustodians and Subcustodial Agents). It shall be the

responsibility of the Fund to notify the Custodian of the obligations imposed on

the Fund by the tax law of jurisdictions other than those mentioned in the above

sentence, including responsibility for withholding and other taxes, assessments or

other governmental charges, certifications and governmental reporting.

Please Consider the Environment Before Printing This Document (b) Each Fund confirms that the Custodian is authorized to deduct from any cash received or credited to an Account any taxes or levies required by any lawful revenue or governmental authority with respect to such Account. Each Fund certifies that it is a resident of the United States and shall notify the Custodian of any changes in residency. The Custodian may rely upon this certification or the certification of such other facts as may be required to administer the Custodian's obligations under this Agreement. Each Fund shall provide Custodian with such other documentation and information as Custodian may reasonably request in connection with its provision of services under this Schedule C. Each Fund, severally and not jointly, shall indemnify the Custodian against all losses, liability, claims or demands arising from such certifications or from Custodian's reliance on other documentation and information provided by the Fund except to the extent such losses, liabilities, claims or demands arise out of or relate to the fraud, willful default, willful misconduct of, or breach of the Standard of Care by, the Custodian or its agents (including Subcustodians and Subcustodial Agents).

(c) Each Fund shall be responsible for the payment of all taxes, including interest and penalties, relating to Property in an Account except as specifically limited by section 2(d). The Custodian shall not be liable to a Fund or any third party for any taxes, tax related fines, or tax related penalties payable by the

Custodian in its role as Custodian hereunder or a Fund that result, for example, from:

Please Consider the Environment Before Printing This Document (i) the inaccurate or late completion of documents by a Fund or any third

party (unless such third party is the Custodian or an affiliate or agent of the

Custodian or was hired, instructed or supervised by the Custodian or one

of its agents);

(ii) provision to the Custodian or a third party of inaccurate or

misleading information by a Fund or any third party (unless such third

party is the Custodian or an affiliate or agent of the Custodian or was hired,

instructed or supervised by the Custodian or one of its agents);

(iii) the withholding of material information by a Fund or any third

party (unless such third party is the Custodian or an affiliate or agent of the

Custodian or was hired, instructed or supervised by the Custodian or one

of its agents or one of its agents); or

(iv) as a result of any delay by any revenue authority or any other cause

beyond the Custodian's or its agent's control; except to the extent any such

tax, fine or penalty arises out of or relates to the fraud, willful default,

willful misconduct of, or breach of the Standard of Care by, the Custodian

or its agents (including Subcustodians and their Subcustodial Agents).

(d) Each Fund agrees to pay, and to indemnify and hold the Custodian harmless from and against, all liabilities, penalties, interest or additions to tax with respect to or resulting from any delay in or failure by the Custodian:

Please Consider the Environment Before Printing This Document (i) to pay, withhold or report any U.S. federal, state, or local taxes, or foreign taxes imposed on an Account; orCustodian shall provide proxy services in accordance with the terms set forth below. Proxy services may be provided by the Custodian or, in whole or in part, by a Subcustodian or nominee appointed by the Custodian.

(ii) to report interest, dividend, or other income paid or credited to an

Account; to the extent such delay or failure by the Custodian to pay, withhold, or report tax or income is the result of a Fund's failure to comply with the terms of this Agreement, including this Schedule C, or the result of any third party's (unless such third party is the Custodian, an affiliate or agent of the Custodian or was hired, instructed or supervised by the Custodian or one of its agents) inaccurate or late completion of documents on behalf of a Fund. No Fund shall be liable to the Custodian for any penalty or additions to the extent a tax is due as a result of the

Custodian's or its agent's delay or failure to pay or withhold tax or to report interest, dividend or other income paid or credited to an Account and such delay or failure is attributable to the Custodian or its agent's

(including Subcustodians and their Subcustodial Agents) fraud, willful default, willful misconduct or breach of the Standard of Care.

Please Consider the Environment Before Printing This Document Schedule D

Proxy Services The Custodian shall provide proxy services in accordance with the terms set forth below. Proxy services may be provided by the Custodian or, in whole or in part, by a Subcustodian or nominee appointed by the Custodian.

1. Proxy services include, but are not limited to, notices (as may be received by the

Custodian or provided to the Custodian by its Subcustodian or by third parties) by

the Custodian to a Fund or Series and the relevant investment managers of such

Fund or Series by electronic delivery or other means acceptable to such recipient ,

which notice shall include the following: the dates of pending shareholder meetings;

resolutions to be voted upon; the number of shares of the Fund or Series to be voted;

the required return dates; and the return mail, telephone and e-mail address for

submission of votes.

2. The Custodian shall promptly deliver or mail to the Fund and the relevant

investment manager(s) of a Fund, and/or a proxy vendor as may be appointed by the

Fund or the relevant investment manager, all forms of proxies and all notices of

meetings and any other notices or announcements or related proxy materials

affecting or relating to securities owned by such Fund that are actually received by

the Custodian. For purposes of this Schedule D, related proxy materials shall

include, but not be limited to, proxy statements, explanatory material concerning

resolutions, management recommendations, or other relevant materials.

Please Consider the Environment Before Printing This Document 3. Neither the Custodian nor any Subcustodian or nominee shall vote upon any of such

securities or execute any proxy to vote thereon or give any consent or take any other

action with respect thereto.

4. In providing proxy services hereunder, the Custodian shall be acting solely as the

agent of a Fund and shall not exercise any discretion with regard to such proxy

services.

5. Each Fund or Series will promptly notify the Custodian of any change in or addition

to the proxy vendor[s] used by such Fund or Series. Such notice shall provide

Custodian with such information as may be required to allow the Custodian to carry

out its duties under paragraph 2 above.

Please Consider the Environment Before Printing This Document Schedule E

Subjects covered under Section 3.30:

None

Threshold:

The Fund and the Custodian will jointly pursue claims exceeding $______.

Note:

Claims must be made within [ ] business days of the event, or within such other

period as may be mutually agreed upon from time to time by the Custodian and the

Fund. Claims not covered shall be made within such period as may be mutually

agreed upon from time to time by the Custodian and the Fund.]

Please Consider the Environment Before Printing This Document Schedule F

FOREIGN SUBCUSTODIANS AND THE COUNTRIES

WHERE EACH FUND MAY HOLD SECURITIES AND OTHER ASSETS

COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK

ARGENTINA HSBC Bank Argentina S.A. HSBC Bank Argentina S.A.

Florida 201, 7th Floor Buenos Aires

1005 Buenos Aires

ARGENTINA

AUSTRALIA JPMorgan Chase Bank, N.A.** Australia and New Zealand Banking Group Ltd.

Level 37 Melbourne

AAP Center 259, George Street

Sydney NSW 2000

AUSTRALIA

AUSTRIA Bank Austria Creditanstalt AG J.P. Morgan AG

Julius Tandler Platz - 3 Frankfurt

A-1090 Vienna

AUSTRIA

BAHRAIN HSBC Bank Middle East Limited National Bank of Bahrain

1st Floor, Building No 2505, Road No 2832 Manama

Al Seef 428

BAHRAIN

BANGLADESH Standard Chartered Bank Standard Chartered Bank

18-20 Motijheel C.A Dhaka

Box 536

Dhaka-1000

BANGLADESH

BELGIUM Fortis Bank (Nederland) N.V. J.P. Morgan AG

Rokin 55 Frankfurt

Please Consider the Environment Before Printing This Document 1012KK Amsterdam

THE NETHERLANDS

BERMUDA The Bank of Bermuda Limited The Bank of Bermuda Limited

6 Front Street Hamilton

Hamilton HMDX

BERMUDA

BOTSWANA Barclays Bank of Botswana Limited Barclays Bank of Botswana Limited

Barclays House, Khama Crescent Gaborone

Gaborone

BOTSWANA

BRAZIL HSBC Bank Brasil S.A. Banco Multiplo HSBC Bank Brasil S.A. Banco Multiplo

Avenida Brigadeiro Faria Lima 3064, 2nd Floor Sao Paulo

Sao Paulo, SP 01451-000

BRAZIL

BULGARIA ING Bank N.V. ING Bank N.V.

Sofia Branch Sofia

12 Emil Bersinski Street

Ivan Vazov Region

1408 Sofia

BULGARIA

CANADA Canadian Imperial Bank of Commerce Royal Bank of Canada

Commerce Court West Toronto

Security Level

Toronto, Ontario M5L 1G9

CANADA

Royal Bank of Canada Royal Bank of Canada

Toronto 200 Bay Street, Suite 1500

15th Floor

Royal Bank Plaza, North Tower

Please Consider the Environment Before Printing This Document Toronto Ontario M5J 2J5

CANADA

CHILE Banco de Chile Banco de Chile

Av. Andres Bello 2687 5th Floor Santiago

Las Condes

Santiago

CHILE

CHINA - SHANGHAI HSBC Bank (China) Company Limited JPMorgan Chase Bank, N.A.

35/F, HSBC Tower New York (for B-Share Market)

1000 Lujiazui Ring Road

Pudong HSBC Bank (China) Company Limited

Shanghai 200120 Shanghai (for A-Share Market)

THE PEOPLE'S REPUBLIC OF CHINA

CHINA - SHENZHEN HSBC Bank (China) Company Limited JPMorgan Chase Bank, N.A.

35/F, HSBC Tower Hong Kong (for B-Share Market)

1000 Lujiazui Ring Road

Pudong HSBC Bank (China) Company Limited

Shanghai 200120 Shanghai (for A-Share Market)

THE PEOPLE'S REPUBLIC OF CHINA

COLOMBIA Santander Investment Trust Colombia S.A. Santander Investment Trust Colombia S.A.

Calle 12, No. 7-32, Piso 3 Bogota

Bogota

COLOMBIA

CROATIA Privredna banka Zagreb d.d. Zagrebacka Banka d.d.

Savska c.28 Zagreb

10000 Zagreb

CROATIA

CYPRUS Marfin Popular Bank Public Company Ltd. Marfin Popular Bank Public Company Ltd.

154 Limassol Avenue Nicosia

P.O. Box 22032

Please Consider the Environment Before Printing This Document CY-1598 Nicosia

CYPRUS

CZECH REPUBLIC UniCredit Bank Czech Republic a.s. Ceskoslovenska obchodni banka, a.s.

Revolucni 7 Prague

110 05 Prague 1

CZECH REPUBLIC

DENMARK Danske Bank A/S Nordea Bank Danmark A/S

2-12 Holmens Kanal Copenhagen

DK 1092 Copenhagen K

DENMARK

EGYPT Citibank, N.A. Citibank, N.A.

4 Ahmed Pasha Street Cairo

Garden City

Cairo

EGYPT

ESTONIA Hansabank SEB Eesti Uhispank

Liivalaia 8 Tallinn

EE0001 Tallinn

ESTONIA

FINLAND Skandinaviska Enskilda Banken AB (publ) J.P. Morgan AG

Unioninkatu 30 Frankfurt

FIN-00101 Helsinki

FINLAND

FRANCE BNP Paribas Securities Services S.A. J.P. Morgan AG

Ref 256 Frankfurt

BP 141

3, Rue D'Antin

75078 Paris

Cedex 02

FRANCE

Please Consider the Environment Before Printing This Document J.P. Morgan AG Societe Generale

Frankfurt 50 Boulevard Haussman

75009 Paris

FRANCE

GERMANY Deutsche Bank AG J.P. Morgan AG

Alfred-Herrhausen-Allee 16-24 Frankfurt

D-65760 Eschborn

GERMANY

J.P. Morgan AG J.P. Morgan AG#**

Frankfurt Junghofstrasse 14

60311 Frankfurt am Main

GERMANY

# For local German custody clients only.

GHANA Barclays Bank of Ghana Limited Barclays Bank of Ghana Limited

Barclays House, High Street Accra

Accra

GHANA

GREECE HSBC Bank plc J.P. Morgan AG

Messogion 109-111 Frankfurt

11526 Athens

GREECE

HONG KONG The Hongkong and Shanghai Banking JPMorgan Chase Bank, N.A.

Corporation Limited Hong Kong

36th Floor, Sun Hung Kai Centre

30 Harbour Road

Wan Chai

HONG KONG

Please Consider the Environment Before Printing This Document HUNGARY Deutsche Bank Zrt. ING Bank Rt.

Hold utca 27 Budapest

H-1054 Budapest

HUNGARY

ICELAND Glitnir banki hf. Glitnir banki hf.

Kirkjusandur 2 Reykjavik

155 Reykjavik

ICELAND

INDIA The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking

Corporation Limited Corporation Limited

2nd Floor, 'Shiv" Mumbai

Plot No 139-140B

Western Express Highway

Sahar Road Junction

Vile Parle-E

Worli Mumbai 400 057

INDIA

Standard Chartered Bank Standard Chartered Bank

Mumbai 23-25 Mahatma Ghandi Road

Mumbai 400 001

INDIA

INDONESIA The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking

Corporation Limited Corporation Limited

Menara Mulia 19th Floor Jakarta

Jalan Jendral Gatot Subroto Kav 9-11

Jakarta 12930

INDONESIA

IRELAND Bank of Ireland J.P. Morgan AG

New Century House Frankfurt

Mayor Street Lower

Please Consider the Environment Before Printing This Document International Financial Services Centre

Dublin 1

IRELAND

ISRAEL Bank Leumi le-Israel B.M. Bank Leumi le-Israel B.M.

35, Yehuda Halevi Street Tel Aviv

61000 Tel Aviv

ISRAEL

ITALY Intesa Sanpaolo S.p.A. J.P. Morgan AG

6, Piazza della Scala Frankfurt

20121 Milan

ITALY

*IVORY COAST* Société Gén érale de Banques en Côte d'Ivoire Societe Generale

5 et 7, Avenue J. Anoma - 01 B.P. 1355 Paris

Abidjan 01

IVORY COAST

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*

*JAMAICA* FirstCaribbean International Securities Limited FirstCaribbean International Securities Limited

23-27 Knutsford Blvd. Kingston

Kingston 10

JAMAICA

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*

JAPAN Mizuho Corporate Bank, Limited JPMorgan Chase Bank, N.A.

6-7 Nihonbashi-Kabutocho Tokyo

Chuo-Ku

Tokyo 103

JAPAN

JPMorgan Chase Bank, N.A. The Bank of Tokyo-Mitsubishi UFJ, Limited

Tokyo 3-2 Nihombashi Hongkucho 1-chome

Chuo-ku

Please Consider the Environment Before Printing This Document Tokyo 103

JAPAN

JORDAN HSBC Bank Middle East Limited HSBC Bank Middle East Limited

1st Floor Western Amman

5th Circle

Western Amman

JORDAN

KAZAKHSTAN SB HSBC Bank Kazakhstan JSC SB HSBC Bank Kazakhstan JSC

43 Dostyk Avenue Almaty

Almaty 050010

KAZAKHSTAN

KENYA Barclays Bank of Kenya Limited Barclays Bank of Kenya Limited

c/o Barclaytrust Investment Services & Limited Nairobi

Mezzanine 3, Barclays Plaza, Loita Street

Nairobi

KENYA

KUWAIT HSBC Bank Middle East Limited HSBC Bank Middle East Limited

G/1/2 Floors Safat

Kharafi Tower, Qibla Area

Osama Bin Munkez Street

Safat 13017

KUWAIT

LATVIA Hansabanka Hansabanka

Balasta dambis 1a Riga

Riga, LV-1048

LATVIA

LEBANON HSBC Bank Middle East Limited JPMorgan Chase Bank, N.A.

HSBC Main Building New York

Riad El Solh, P.O. Box 11-1380

Please Consider the Environment Before Printing This Document 1107-2080 Beirut

LEBANON

LITHUANIA AB SEB Bankas AB SEB Bankas

12 Gedimino pr. Vilnius

LT 2600 Vilnius

LITHUANIA

LUXEMBOURG Fortis Banque Luxembourg S.A. J.P. Morgan AG

50 Avenue J.F. Kennedy Frankfurt

L-2951

LUXEMBOURG

MALAYSIA HSBC Bank Malaysia Berhad HSBC Bank Malaysia Berhad

2 Leboh Ampang Kuala Lumpur

50100 Kuala Lumpur

MALAYSIA

MALTA HSBC Bank Malta p.l.c. HSBC Bank Malta p.l.c.

233 Republic Street Valletta

Valletta VLT 05

MALTA

MAURITIUS The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking

Corporation Limited Corporation Limited

5/F Les Cascades Building Port Louis

Edith Cavell Street

Port Louis

MAURITIUS

MEXICO Banco Nacional de Mexico, S.A. Banco Santander, S.A.

Act. Roberto Medellin No. 800 3er Piso Norte Mexico, D.F.

Colonia Santa Fe

01210 Mexico, D.F.

MEXICO

Please Consider the Environment Before Printing This Document MOROCCO Attijariwafa Bank S.A. Attijariwafa Bank S.A.

163 avenue Hassan II Casablanca

Casablanca 20000

MOROCCO

NAMIBIA Standard Bank Namibia Limited The Standard Bank of South Africa Limited

Mutual Platz Johannesburg

Cnr. Stroebel and Post Streets

P.O.Box 3327

Windhoek

NAMIBIA

NETHERLANDS KAS Bank N.V. J.P. Morgan AG

Spuistraat 172 Frankfurt

1012 VT Amsterdam

NETHERLANDS

NEW ZEALAND National Australia Bank Limited Westpac Banking Corporation

National Nominees Limited Wellington

Level 2 BNZ Tower

125 Queen Street

Auckland

NEW ZEALAND

*NIGERIA* Stanbic IBTC Bank Plc The Standard Bank of South Africa Limited

Plot 688 Johannesburg

Amodu Tijani Street

Victoria Island

Lagos

NIGERIA

NORWAY DnB NOR Bank ASA Nordea Bank Norge ASA

Stranden 21 Oslo

PO Box 1171 Sentrum

N-0107 Oslo

NORWAY

Please Consider the Environment Before Printing This Document OMAN HSBC Bank Middle East Limited HSBC Bank Middle East Limited

Bait Al Falaj Main Office Ruwi

Ruwi PC 112

OMAN

PAKISTAN Standard Chartered Bank (Pakistan) Limited Standard Chartered Bank (Pakistan) Limited

Box 4896 Karachi

Ismail Ibrahim Chundrigar Road

Karachi 74000

PAKISTAN

PANAMA HSBC Bank (Panama) S.A. HSBC Bank (Panama) S.A.

Plaza HSBC Building, 9th Floor Panama City

Aquilino de la Guardia Street and 47th Street

Panama City

PANAMA

PERU Citibank del Peru S.A. Banco de Credito del Peru

Camino Real 457 Lima

Torre Real - 5th Floor

San Isidro, Lima 27

PERU

PHILIPPINES The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking

Corporation Limited Corporation Limited

12/F, The Enterprise Center, Tower 1 Manila

6766 Ayala Avenue Corner Paseo de Roxas

Makati City, Manila 1226

PHILIPPINES

POLAND Bank Handlowy w. Warszawie S.A. Bank Rozwoju Eksportu S.A.

ul. Senatorska 16 Warsaw

00-923 Warsaw 55

POLAND

PORTUGAL Banco Espirito Santo, S.A J.P. Morgan AG

7th floor Frankfurt

Please Consider the Environment Before Printing This Document Rua Castilho, 26

1250-069 Lisbon

PORTUGAL

QATAR HSBC Bank Middle East Limited HSBC Bank Middle East Limited

810 Abdulla Bin Jassim Street Doha

P. O. Box 57

Doha

QATAR

ROMANIA ING Bank N.V. ING Bank N.V.

13-15 Kiseleff Avenue Bucharest

011342 Bucharest 1

ROMANIA

*RUSSIA* J.P. Morgan Bank International** JPMorgan Chase Bank, N.A.

(Limited Liability Company) New York

Building 2/1, 8th floor A/C JPMorgan Chase Bank London (USD NOSTRO

Paveletskaya Square Account)

113054 Moscow

RUSSIA

JPMorgan Chase Bank, N.A. ING Bank (Eurasia) ZAO

New York (Closed Joint Stock Company) A/C JPMorgan Chase Bank London (USD NOSTRO

36 Krasnoproletarskaya ulitsa Account)

127473 Moscow

RUSSIA

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*

SAUDI ARABIA SABB Securities Limited SABB Securities Limited

P.O. Box 9084 Riyadh

Riyadh 11413

SAUDI ARABIA

Please Consider the Environment Before Printing This Document SERBIA UniCredit Bank Srbija a.d. UniCredit Bank Srbija a.d.

Rajiceva 27-29 Belgrade

11000 Belgrade

SERBIA AND MONTENEGRO

SINGAPORE DBS Bank Ltd. Oversea-Chinese Banking Corporation

180 Clemenceau Avenue #03-01 Singapore

Haw Par Centre

239922

SINGAPORE

SLOVAK REPUBLIC UniCredit Bank Slovakia a.s. Vseobecna uverova banka, a.s.

Sancova 1/A Bratislava

SK-813 33 Bratislava

SLOVAK REPUBLIC

SLOVENIA UniCredit Banka Slovenija d.d. J.P. Morgan AG

Smartinska 140 Frankfurt

SI-1000 Ljubljana

SLOVENIA

SOUTH AFRICA FirstRand Bank Limited The Standard Bank of South Africa Limited

1 Mezzanine Floor, 3 First Place, Bank City Johannesburg

Cnr Simmonds and Jeppe Streets

Johannesburg 2001

SOUTH AFRICA

SOUTH KOREA Standard Chartered First Bank Korea Limited Standard Chartered First Bank Korea Limited

100 KongPyung-dong ChongRo-Gu Seoul

Seoul 110-702

SOUTH KOREA

SPAIN Santander Investment, S.A. J.P. Morgan AG

Ciudad Grupo Santander Frankfurt

Avenida de Cantabria, s/n

Edificio Ecinar, planta baja

Boadilla del Monte

Please Consider the Environment Before Printing This Document 28660 Madrid

SPAIN

SRI LANKA The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking

Corporation Limited Corporation Limited

24 Sir Baron Jayatillaka Mawatha Colombo

Colombo 1

SRI LANKA

SWEDEN Skandinaviska Enskilda Banken AB (publ) Svenska Handelsbanken

Sergels Torg 2 Stockholm

SE-106 40 Stockholm

SWEDEN

SWITZERLAND UBS AG UBS AG

45 Bahnhofstrasse Zurich

8021 Zurich

SWITZERLAND

TAIWAN JPMorgan Chase Bank, N.A.** JPMorgan Chase Bank, N.A.

8th Floor, Cathay Xin Yi Trading Building Taipei

No. 108, Section 5, Hsin Yi Road

Taipei 110

TAIWAN

THAILAND Standard Chartered Bank (Thai) Public Company Limited Standard Chartered Bank (Thai) Public Company Limited

14th Floor, Zone B Bangkok

Sathorn Nakorn Tower

100 North Sathorn Road Bangrak

Bangkok 10500

THAILAND

TUNISIA Banque Internationale Arabe de Tunisie, S.A. Banque Internationale Arabe de Tunisie, S.A.

70-72 Avenue Habib Bourguiba Tunis

P.O. Box 520

1080 Tunis Cedex

TUNISIA

Please Consider the Environment Before Printing This Document TURKEY Citibank A.S. JPMorgan Chase Bank, N.A.

Turkiye Main Branch Istanbul

Buyukdere Cad. No:100

80280 Esentepe

Istanbul

TURKEY

*UKRAINE* ING Bank Ukraine JPMorgan Chase Bank, N.A.

30-A Spaska Street New York

04070 Kiev A/C JPMorgan Chase Bank London (USD NOSTRO

UKRAINE Account)

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*

UNITED ARAB HSBC Bank Middle East Limited The National Bank of Abu Dhabi

EMIRATES - DFM Level 4, Precinct Building 4, Unit 5 Abu Dhabi

Gate District

P.O. Box 506553

Dubai

UNITED ARAB EMIRATES

UNITED ARAB HSBC Bank Middle East Limited JPMorgan Chase Bank, N.A.

EMIRATES - DIFX Level 4, Precinct Building 4, Unit 5 New York

Gate District A/C JPMorgan Chase Bank London (USD NOSTRO

P.O. Box 506553 Account)

Dubai

UNITED ARAB EMIRATES

UNITED ARAB HSBC Bank Middle East Limited The National Bank of Abu Dhabi

EMIRATES - ADSM Level 4, Precinct Building 4, Unit 5 Abu Dhabi

Gate District

P.O. Box 506553

Dubai

UNITED ARAB EMIRATES

UNITED KINGDOM. JPMorgan Chase Bank, N.A.** JPMorgan Chase Bank, N.A.

1 Tallis Street London

Please Consider the Environment Before Printing This Document London EC4Y 5AJ

UNITED KINGDOM

Deutsche Bank AG Varies by currency

The Depository and Clearing Centre

Lower Ground Floor

27 Leadenhall Street

London EC3A 1AA

UNITED KINGDOM

UNITED STATES JPMorgan Chase Bank, N.A.** JPMorgan Chase Bank, N.A.

4 New York Plaza New York

New York

NY 10004

U.S.A.

URUGUAY Banco Itaú Uruguay S.A. Banco Itaú Uruguay S.A.

Zabala 1463 Montevideo.

Montevideo

URUGUAY

VENEZUELA Citibank, N.A. Citibank, N.A.

Centro Comercial El Recreo Caracas

Torre Norte, Piso 20

Avda. Casanora, Sabana Grande

Caracas 1050 D.C.

VENEZUELA

VIETNAM The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking

Corporation Limited Corporation Limited

The Metropolitan, 235 Dong Khoi Street Ho Chi Minh City

District 1

Ho Chi Minh City

VIETNAM

Please Consider the Environment Before Printing This Document ZAMBIA Barclays Bank Zambia Plc Barclays Bank Zambia Plc

Kafue House, Cairo Road Lusaka

Lusaka

ZAMBIA

*ZIMBABWE* Barclays Bank of Zimbabwe Limited Barclays Bank of Zimbabwe Limited

Corporate Centre Harare

1st Floor, Eastern Wing

Birmingham Road, Cnr. Paisley Road

Harare

ZIMBABWE

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*

Please Consider the Environment Before Printing This Document Schedule G

EACH ELIGIBLE SECURITIES DEPOSITORY THROUGH WHICH THE CUSTODIAN OR ANY

SUBCUSTODIAN MAY HOLD SECURITIES AND OTHER ASSETS OF THE FUNDS

COUNTRY DEPOSITORY INSTRUMENTS

ARGENTINA CVSA Equity, Corporate Debt, Government Debt

(Caja de Valores S.A.)

CRYL Government Debt

(Central de Registration y Liquidacion de Instrumentos

de Endeudamiento Publico)

AUSTRALIA Austraclear Corporate Debt, Money Market, Government Debt and

(ASX Austraclear Limited) Semi-Government Debt

ASTC Equity

(ASX Settlement & Transfer Corporation Pty Ltd.)

AUSTRIA OeKB Equity, Corporate Debt, Government Debt

(Oesterreichische Kontrollbank AG)

BAHRAIN CSDR Equity

(Clearing, Settlement, Central Depository and Registry

System)

BANGLADESH CDBL Equity, Government Debt

(Central Depository Bangladesh Limited)

BELGIUM Euroclear Belgium Equity, Corporate Debt

Please Consider the Environment Before Printing This Document NBB Corporate Debt, Government Debt

(National Bank of Belgium)

BERMUDA BSD Equity

(Bermuda Securities Depository)

BRAZIL CBLC Equity

(Companhia Brasileira de Liquidacao e de Custodia)

CETIP Corporate Debt

(Central de Custodia e de Liquidacao Financiera de

Titulos Privados)

SELIC Government Debt

(Sistema Especial de Liquidacao e Custodia)

BULGARIA BNB Government Debt

(Bulgaria National Bank)

CDAD Equity, Corporate Debt

(Central Depository A.D.)

CANADA CDS Equity, Corporate, Government Debt

(The Canadian Depository for Securities Limited)

CHILE DCV Equity, Corporate Debt, Government Debt

(Deposito Central de Valores S.A.)

CHINA, SHANGHAI CSDCC, Shanghai Branch Equity

(China Securities Depository and Clearing Corporation

Limited, Shanghai Branch)

Please Consider the Environment Before Printing This Document CHINA, SHENZHEN CSDCC, Shenzhen Branch Equity

(China Securities Depository and Clearing Corporation

Limited, Shenzhen Branch)

COLOMBIA DCV Government Debt

(Deposito Central de Valores)

DECEVAL Equity, Corporate Debt, Government Debt

(Deposito Centralizado de Valores de Colombia S.A.)

CROATIA CDA Equity, Corporate Debt, Government Debt

(Central Depository Agency Inc. – Stredisnja depozitarna

agencija d.d.)

CYPRUS CSD Equity, Corporate Debt, Government Debt

(Central Securities Depository)

CZECH REPUBLIC SCP Equity, Corporate Debt, Government Debt

(Stredisko cennych papiru – Ceska republica)

CNB Government Debt

(Ceska Narodni Banka)

DENMARK VP Equity, Corporate Debt, Government Debt

(Vaerdipapircentralen A/S)

EGYPT MCDR Equity, Corporate Debt

(Misr for Clearing, Depository and Central Registry)

CBE Government Debt

(Central Bank of Egypt)

Please Consider the Environment Before Printing This Document ESTONIA ECDS Equity, Corporate Debt, Government Debt

(Estonian Central Depository for Securities Limited)

FINLAND APK Equity, Corporate Debt, Government Debt

(Finnish Central Securities Depository Limited)

FRANCE Euroclear France Equity, Corporate Debt, Government Debt

GERMANY CBF Equity, Corporate Debt, Government Debt

(Clearstream Banking AG)

GHANA CSD Government Debt

(Bank of Ghana Central Securities Depository)

GREECE CSD Equity, Corporate Debt

(Hellenic Exchanges S.A. Holding, Clearing, Settlement

and Registry)

BoG Government Debt

(Bank of Greece)

HONG KONG HKSCC Equity

(Hong Kong Securities Clearing Company Limited)

CMU Corporate Debt, Government Debt

(Central Moneymarkets Unit)

HUNGARY KELER Zrt. Equity, Corporate Debt, Government Debt

(Central Clearing House and Depository (Budapest) Ltd.)

ICELAND ISD Equity, Corporate Debt, Government Debt

(The Islandic Securities Depository)

Please Consider the Environment Before Printing This Document INDIA NSDL Equity, Corporate Debt, Government Debt

(National Securities Depository Limited)

CDSL Equity

(Central Depository Services (India) Limited)

RBI Government Debt

(Reserve Bank of India)

INDONESIA KSEI Equity, Corporate Debt

(PT Kustodian Sentral Efek Indonesia)

Bank Indonesia Government Debt

INTERNATIONAL Euroclear Bank S.A./N.V. Internationally Traded Debt, Equity

SECURITIES MARKET

IRELAND Euroclear UK & Ireland Equity, Corporate Debt

(Euroclear UK & Ireland Limited)

ISRAEL TECH Equity, Corporate Debt, Government Debt

(Tel Aviv Stock Exchange Clearing House Ltd.)

ITALY Monte Titoli S.p.A. Equity, Corporate Debt, Government Debt

IVORY COAST DC/BR Equity

(Le Depositaire Central / Banque de Reglement)

JAMAICA JCSD Equity, Corporate Debt, Government Debt

(Jamaica Central Securities Depository)

JAPAN JASDEC Equity, Convertible Debt

(Japan Securities Depository Center, Incorporated)

Please Consider the Environment Before Printing This Document BoJ Registered Government Debt

(Bank of Japan)

JORDAN SDC Equity, Corporate Debt

(Securities Depository Center)

KAZAKHSTAN CSD Equity

(Central Securities Depository CJSC)

KENYA CBCD Government Debt

(Central Bank Central Depository)

CDSC Equity, Corporate Debt

(Central Depository & Settlement Corporation Limited)

KUWAIT KCC Equity, Corporate Debt

(The Kuwait Clearing Company S.A.K.)

LATVIA LCD Equity, Corporate Debt, Government Debt

(Latvian Central Depository)

LEBANON Midclear S.A.L. Equity

(Custodian and Clearing Center of Financial Instruments

for Lebanon and the Middle East S.A.L.)

BDL Government Debt

(Banque du Liban)

LITHUANIA CSDL Equity, Corporate Debt, Government Debt

(Central Securities Depository of Lithuania)

Please Consider the Environment Before Printing This Document LUXEMBOURG CBL Equity

(Clearstream Banking, S.A.)

MALAYSIA Bursa Depository Equity, Corporate Debt

(Bursa Malaysia Depository Sdn Bhd)

BNM Government Debt

(Bank Negara Malaysia)

MALTA CSD Equity, Corporate Debt, Government Debt

(The Central Securities Depository)

MAURITIUS CDS Equity, Corporate Debt

(Central Depository and Settlement Company Limited)

BOM Government Debt

(Bank of Mauritius)

MEXICO INDEVAL Equity, Corporate Debt, Government Debt

(S.D. INDEVAL S.A. de C.V.)

MOROCCO Maroclear Equity, Corporate Debt, Government Debt

NETHERLANDS Euroclear Nederland Equity, Corporate Debt, Government Debt

NEW ZEALAND NZCSD Equity, Corporate Debt, Government Debt

(New Zealand Central Securities Depository)

NIGERIA CSCS Equity, Corporate Debt, Government Debt

(Central Securities Clearing System Limited)

Please Consider the Environment Before Printing This Document NORWAY VPS Equity, Corporate Debt, Government Debt

(Verdipapirsentralen ASA)

OMAN MDSRC Equity, Corporate Debt

(The Muscat Depository and Securities Registration

Company, S.A.O.C.)

PAKISTAN CDC Equity, Corporate Debt

(Central Depository Company of Pakistan Limited)

SBP Government Debt

(State Bank of Pakistan)

PANAMA LATINCLEAR Equity, Corporate Debt, Government Debt

(Central Latinoamericana de Valores, S.A.)

PERU CAVALI Equity, Corporate Debt, Government Debt

(CAVALI ICLV S.A.)

PHILIPPINES PDTC Equity, Corporate Debt

(Philippine Depository and Trust Corp.)

RoSS Government Debt

(Bangko Sentral ng Pilipinas / Register of Scripless

Securities)

POLAND NDS Equity, Long-Term Government Debt

(National Depository for Securities S.A.)

RPW Short-Term Government Debt

(Registry of Securities)

Please Consider the Environment Before Printing This Document PORTUGAL INTERBOLSA Equity, Corporate Debt, Government Debt

(Sociedade Gestora de Sistemas de Liquidação e de

Sistemas Centralizados de Valores Mobiliários, S.A.)

QATAR DSM Equity

(Doha Securities Market)

ROMANIA CD S.A. Equity, Corporate Debt

(Central Depository S.A.)

NBR Government Debt

(National Bank of Romania)

RUSSIA VTB Government Debt (Ministry of Finance Bonds)

(Vneshtorgbank)

NDC Corporate Debt, Government Debt (GKOs/OFZs)

(The National Depository Center)

SAUDI ARABIA Tadawul Equity

SAMA Government Debt

(Saudi Arabian Monetary Authority)

SERBIA CSD Equity, Corporate Debt, Government Debt

(Central Register and Central Depository for Securities)

SINGAPORE CDP Equity, Corporate Debt

(The Central Depository (Pte) Limited)

MAS Government Debt

(Monetary Authority of Singapore)

Please Consider the Environment Before Printing This Document SLOVAK REPUBLIC CDCP Equity, Corporate Debt, Government Debt

(Centralny depozitar cennych papierov SR, a.s.)

NBS Government Debt

(National Bank of Slovakia)

SLOVENIA KDD Equity, Corporate Debt, Government Debt

(Centralna klirinsko depotna druzba d.d.)

SOUTH AFRICA Strate Central Securities Depository Equity, Corporate Debt, Government Debt

(Strate Ltd.)

SOUTH KOREA KSD Equity, Corporate Debt, Government Debt

(Korea Securities Depository)

SPAIN IBERCLEAR Equity, Corporate Debt, Government Debt

(Sociedad de Gestion de los Sistemas de Registro,

Compensacion y Liquidacion de Valores, S.A.)

SRI LANKA CDS Equity, Corporate Debt

(Central Depository System (Private) Limited)

LankaSecure Government Debt

SWEDEN VPC Equity, Corporate Debt, Government Debt

(Vardepapperscentralen AB)

SWITZERLAND SIS Equity, Corporate Debt, Government Debt

(SIS SegaInterSettle AG)

TAIWAN TDCC Equity, Corporate Debt, Government Debt

(Taiwan Depository and Clearing Corporation)

Please Consider the Environment Before Printing This Document THAILAND TSD Equity, Corporate Debt, Government Debt

(Thailand Securities Depository Company Limited)

TUNISIA STICODEVAM Equity, Corporate Debt, Government Debt

(Societe Tunisienne Interprofessionnelle pour la

Compensation et le Depot des Valeurs Mobilieres)

TURKEY Central Registry Agency Equity, Corporate Debt

(CRA)

CBoT Government Debt

(Central Bank of Turkey)

UKRAINE NBU Government Debt

(National Bank of Ukraine)

MFS Corporate Debt, Selected Equity

(Interregional Securities Union)

UNITED ARAB DFM Equity, Corporate Debt, Government Debt

EMIRATES - DFM (Dubai Financial Market Clearing House)

UNITED ARAB DIFX Equity, Corporate Debt

EMIRATES - DIFX (Dubai International Financial Exchange Central

Securities Depository and Registry)

UNITED ARAB ADSM Equity, Corporate Debt, Government Debt

EMIRATES - ADSM (Abu Dhabi Securities Market)

UNITED KINGDOM Euroclear UK & Ireland Equity, Corporate Debt, Government Debt

(Euroclear UK & Ireland Limited)

Please Consider the Environment Before Printing This Document UNITED STATES DTC Equity, Corporate Debt

(The Depository Trust Company)

FRB Government Debt, Mortgage Back Debt

(Federal Reserve Bank)

URUGUAY BCU Government Debt

(Banco Central del Uruguay)

VENEZUELA BCV Government Debt

(Banco Central de Venezuela)

CVV Equity, Corporate Debt, Money Market

(Caja Venezolana de Valores, S.A.)

VIETNAM VSD Equity, Corporate Debt, Government Debt

(Vietnam Securities Depository)

ZAMBIA CSD Equity, Government Debt

(LuSE Central Shares Depository Limited)

BoZ Government Debt

(Bank of Zambia)

Please Consider the Environment Before Printing This Document Annex I

INSTRUMENT OF ACCESSION TO CUSTODIAN AGREEMENT

Reference is hereby made to the Amended and Restated Custodian Agreement (the

"Agreement") made as of the first day of July, 2002, as amended and restated on February 27,

2003, as of August 18, 2003, as of September 30, 2003, as of July 21, 2004, as of January

27, 2005, and as of February 8, 2007, as amended as of January 31, 2008, and as further amended and restated as of May 19, 2008, by and between JPMorgan Chase Bank, N.A. (the

"Custodian") and each entity listed on Schedule A thereto or which has or shall become a signatory thereto by execution of an instrument of accession substantially in the form hereof.

Terms not defined herein shall have the meaning set forth in the Agreement.

In order that the undersigned entity or entities (each an "Entity") may become a party to the Agreement, including, without limitation, any and all schedules and exhibits thereto, each Entity agrees and binds itself to the terms and conditions thereof and acknowledges that by its execution and delivery of this Instrument it shall assume all of the obligations and shall be entitled to all of the rights of a Fund (as such term is defined in the Agreement), as if it were an original party thereto and shall be deemed to be a Fund specified on Schedule A of the Agreement.

The initial address for Notices for the Fund under Section 9.10 of the Agreement is:

c/o [ ] Attn: Telephone: (212) Telefax: (212) w/copy to Attn: [ ], General Counsel Telephone: (212) Telefax (212) 418-6123

Please Consider the Environment Before Printing This Document This Instrument of Accession shall take effect and shall become a part of said

Agreement immediately upon its execution and delivery.

Executed as of the date set forth below under the laws of the State of New York.

[NAME OF AUTHORIZED SIGNER], solely for each Entity listed on Annex A to this Instrument of Accession.

By: ______

Name: ______

Title: ______

Accepted and agreed to: JPMorgan Chase Bank, N.A. By: ______Name: ______

Title: ______

Date: ______

Annex A

This Instrument of Accession shall apply to each of the following Entities, which shall also be deemed to amend Schedule A of the Custody Agreement:

Please Consider the Environment Before Printing This Document Annex II

INSTRUMENT OF SPECIAL AUTHORIZATION

JPMorgan Chase Bank, N.A. [Three Chase Metrotech Center Brooklyn, NY 11245-0001]

Re: Power of Attorney of [Name of the Trust, Fund or Series] attached hereto as Exhibit A issued in favor of ______relating to securities issued in the country of ______(the "POA").

Dear Madams/Sirs:

Reference is made to Sections 6.01, 6.03, 6.04, and 6.05 of the Amended and Restated Custodian Agreement (the "Custody Agreement"), made as of the first day of July, 2002, as amended and restated on February 27, 2003, as of August 18, 2003, as of September 30, 2003, as of July 21, 2004, as of January 27, 2005, and as of February 8, 2007, as amended as of January 31, 2008, and as further amended and restated as of May 19, 2008, among the entities listed on Schedule A thereto and JPMorgan Chase Bank, N.A. For purposes of the above referenced Sections of the Custody Agreement, the following covenants and obligations in the POA with respect to [Name of the Trust, Fund or Series] are approved and authorized by the undersigned on behalf of [Name of the Trust, Fund or Series];

Please Consider the Environment Before Printing This Document By: [Name of the Trust, Fund or Series]:

By: [Name of Directing Fiduciary (as defined in the Custody Agreement)]

By:______

Name:

Title:

Please Consider the Environment Before Printing This Document Exhibit X

List of Special Countries

1. India 2. Pakistan 3. Brazil 4. Taiwan

Please Consider the Environment Before Printing This Document September 23, 2008

GMAM Absolute Return Strategies Fund, LLC 767 Fifth Avenue New York, NY 10153

Re: Classification for Federal Tax Purposes

Ladies and Gentlemen:

We have acted as counsel to GMAM Absolute Return Strategies Fund, LLC, a Delaware limited liability company (the Company), in connection with the offering of interests (the “Offering”) in GMAM Absolute Return Strategy Fund I (the “Fund”). You have requested our opinion as to:

(1) Whether the Fund will be classified as a partnership for federal tax purposes; and

(2) Whether the Fund will be a publicly traded partnership treated as a corporation for purposes of section 7704.1

In rendering the opinion set forth herein, we have examined the Company’s Amended and Restated Limited Liability Company Agreement dated as of November 22, 2002, as amended (the “LLC Agreement”), the Company’s Registration Statement with respect to the Fund and amendments thereto filed with the Securities and Exchange Commission (the “SEC”) (the “Registration Statement”), the Fund’s Repurchase Policies and Procedures dated November 19, 2007 (the “Repurchase Policies”) and other documents we deemed necessary or appropriate for the purposes hereof, and we assume the correctness and completeness of all factual statements therein. As to various facts not set forth in such documents, we have relied, with your consent and without independent investigation, on representations from the Company with respect to the Fund in a letter dated August 28, 2008, and on certificates of public officials. Furthermore, we have assumed the legal capacity of all natural persons signing or delivering any instrument, the genuineness of all signatures of persons on original documents, the authority of all persons signing such documents, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies.

______

1 All section references are to the Internal Revenue Code of 1986, as amended (“Code”), unless otherwise noted, and all “Treas. Reg. §” references are to the regulations under the Code (“Regulations”).

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document This opinion (1) is premised on the facts described under the Statement of Facts below, which are based on such examination and statements, (2) is conditioned on the Fund’s being operated in accordance with the LLC Agreement and the Registration Statement and consistent with such facts, and (3) is based on, and is conditioned on the continued applicability of, the provisions of the Code and the Regulations, judicial decisions, and rulings and other pronouncements of the Internal Revenue Service (the “Service”) in existence on the date hereof. All the foregoing authorities are subject to change or modification that can be applied retroactively and thus also could affect our opinion; we assume no responsibility to update this opinion with respect to any such change or modification.

This opinion also is applicable only if the Fund is solvent, and we express no opinion about the tax treatment of the transactions described herein if the Fund is insolvent. We are furnishing this opinion to you in connection with the Fund’s offering and repurchase of Interests (as defined below), and it is not to be relied upon, quoted, or used, in whole or in part, by any other person for any other purpose, except with our prior written consent.

STATEMENT OF FACTS

1. General

Membership interests in the Fund (“Interests”) are being offered exclusively to qualified investors (“Members”), in a private offering. No Interests will be traded on an established securities market. The Company is registered with the SEC as an investment company under the Investment Company Act of 1940, as amended, and the Fund is a series of the Company.

The Fund seeks to provide investors with exposure to a broad-ranging multi-manager portfolio of private investment funds (collectively “Investment Funds”). Interests will not be traded on an “established securities market” (within the meaning of the Regulations under section 7704). Moreover, (1) Interests will not be regularly quoted by any person making a market therein, (2) no person will regularly make available to the public bid or offer quotes with respect to Interests and stand ready to effect buy or sell transactions at the quoted price, (3) no holder of any Interest will have a readily available, regular, and ongoing opportunity to sell or exchange Interests through a public means, and (4) prospective buyers and sellers will not otherwise have the opportunity to buy, sell, or exchange Interests in a time frame and with the regularity and continuity comparable to that described in clauses (1) - (3).

2. The LLC Agreement and the Repurchase Policies

Section 2.5 (a) of the LLC Agreement provides: “The Company is organized to offer one or more series of membership interests (each a “Fund” and collectively the “Funds”). Each Fund can issue multiple classes of equity membership and/or debt interests. The Board of Managers, on behalf of the Company, may create one or more Funds (and one or more classes of equity membership and/or debt interests in any Fund or Funds) at any time without the approval of any Members. Each Fund will be treated as a separate partnership for federal income tax purposes and will have such relative rights, powers and duties, and invest in such Securities and other instruments and assets, as the Board of Managers shall deem proper, including rights, powers and duties senior or subordinate to other Funds. The Funds in existence from time to time will be set forth in Exhibit A hereto.”

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Fund was the first series of the Company created by the Board of Managers and set forth in Exhibit A to the LLC Agreement.

Section 2.10 of the LLC Agreement provides: “The debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular Fund shall be enforceable against the assets of such Fund only, and not against the assets of the Company generally or any other Fund, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other Fund shall be enforceable against the assets of such Fund.”

Pursuant to Section 4.3(a) of the LLC Agreement “[a]n Interest in a Fund may be Transferred only by operation of law pursuant to the death, divorce, bankruptcy or incompetency of a Member or with the written consent of the Board of Managers (which may be withheld in its sole discretion).”

Section 4.4(a) of the LLC Agreement states as follows: “Except as otherwise provided in this Agreement, no Member or other Person holding an Interest or portion thereof shall have the right to withdraw or tender to a Fund for repurchase of such Interest or portion thereof. The Board of Managers from time to time, in its complete and exclusive discretion and on such terms and conditions as it may determine, may cause a Fund to repurchase Interests or portions thereof pursuant to written tenders. However, no Fund shall offer to repurchase Interests on more than [four] occasions during any one Fiscal Year unless it has been advised by counsel to the Company to the effect that such more frequent offers would not cause any adverse tax consequences to such Fund.”

Section 4.4(a) also provides that, in determining whether to cause a Fund to repurchase Interests pursuant to written tenders, the Board of Managers will consider the following factors, among others: (1) whether any Members have requested to tender Interests or portions thereof 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 or portions thereof; (6) the availability of information as to the value of the Fund’s interest in Investment Funds and managed accounts; (7) the existing conditions of the securities markets and the economy generally, as well as political, national and international developments or current affairs; and (8) the anticipated tax consequences of any proposed repurchases of Interests or portions thereof. The Repurchase Policies also provide as a consideration the “economic condition of the financial markets.”

Additionally, in determining whether to cause the Fund to repurchase Interests, the Board of Managers will also consider the quantity of such Interests repurchased in any year relative to the total capital and profits interests in the Fund in light of the 10 per cent limitation contained in the “redemption or repurchase agreement” safe harbor described below.

Section 4.4(a) further provides that if and when the Board of Managers has decided to repurchase Interests or portions thereof of a Fund, it will deliver a Repurchase Notice to each of the Members of such Fund, specifying an Expiration Date by which a Member must tender an Interest or portion thereof if the Member wishes to have such Interest or portion thereof repurchased. Section 4.4(a) states that the “Expiration Date will be no less than 30 calendar days prior to the date as of which the Interests are to be repurchased (the “Valuation Date”).” The Repurchase Policies provide that the Valuation Date will generally be 30 to 45 days after the expiration of the tender offer, and that the Fund may pay an initial payment of the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document repurchase price equal to 95% of the value of the Interests repurchased approximately 30-45 days after the Valuation Date and the balance after completion of the Fund’s annual audit, subject to audit adjustment.

ANALYSIS

1. The Fund Will Be Treated as a Separate Entity, and Will Be Classified as a Partnership, for Federal Income Tax Purposes.

A. The Fund Will Be Treated as a Separate Entity for Federal Income Tax Purposes.

Under the so-called “check-the-box Regulations” for classifying business organizations under sections 7701(a)(2) and (3) (Treas. Reg. §§ 301.7701-1 through -3 and parts of -4), the first step in classifying an entity is to determine whether there is a separate entity for federal tax purposes. See Treas. Reg. § 301.7701-1(a). The Regulations specify that whether an organization is an entity separate from its owners for federal tax purposes is a matter of federal tax law, and does not depend on whether the organization is recognized as an entity under local law. Treas. Reg. § 301.7701-1(a)(1). The Regulations further state that a “joint venture or other contractual arrangement may create a separate entity for federal tax purposes if the participants carry on a trade, business, financial operation, or venture and divide the profits therefrom.” Treas. Reg. § 301.7701-1(a)(2).

As described above, Section 2.5 of the LLC Agreement provides the Board of Managers with the authority to establish separate series of the Company, each of which will have its own assets and will be treated as a separate partnership for federal income tax purposes. Section 2.10 of the LLC Agreement provides that the debts, liabilities and obligations with respect to a particular series will be enforceable against the assets of such series only. As further described above, the Managing Member has established and designated the Fund as a separate series of Interests.

Accordingly, we believe that that the Fund will be treated as an entity, for federal income tax purposes, separate from any other series of the Company established by the Board of Managers.

B. The Fund Will Be Classified as a Partnership for Federal Income Tax Purposes.

An organization that is a separate entity for federal tax purposes is either a trust or a business entity.2 The Regulations provide that the term “trust” refers to an arrangement whereby trustees take title to property for the purpose of protecting or conserving it for the beneficiaries under the ordinary rules applied in chancery or probate courts and does not extend to an arrangement under which the beneficiaries are associates in a joint enterprise for the conduct of business for profit. See Treas. Reg. § 301.7701-4(a). The Fund is not such an arrangement, and it is designed to carry on a profit-making business. Therefore, the Fund will be classified as a business entity rather than a trust for federal tax purposes.

The final step in the classification process under the check-the-box Regulations is to determine whether a business entity is a corporation or a partnership.3 Regulation section 301.7701-2(b)defines “corporation” for federal tax purposes to include corporations denominated as such under the federal or state statute pursuant to which they were organized,

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document organizations taxable as corporations under a Code provision other than section 7701(a)(3), and certain foreign organizations. Any business entity that is not classified as a corporation under that Regulation section (an “eligible entity”) and has at least two members may elect to be classified as either a partnership or an association taxable as a corporation. Treas. Reg. § 301.7701-3(a).

The default classification for a domestic eligible entity that has two or more members is a partnership. See Treas. Reg. § 301.7701-3(b)(1) (which provides, in pertinent part, that “unless the entity elects otherwise, a domestic eligible entity is -- (i) A partnership if it has two or more members …”). “[E]lections are necessary only when an eligible entity chooses to be classified initially as other than the default classification or when an eligible entity chooses to change its classification.” Treas. Reg. § 301.7701-3(a). Accordingly, the Fund, absent such an election by it, will be classified as a partnership for federal tax purposes.

2. The Fund Will Not Be a Publicly Traded Partnership.

Section 7704(a) provides, in general, that a publicly traded partnership shall be treated as a corporation. Section 7704(b) states that the term “publicly traded partnership” means any partnership if interests therein (1) are traded on an established securities market or (2) are readily tradable on a secondary market (or the substantial equivalent thereof) (“Readily Tradable”). An established securities market includes (a) a national securities exchange registered under the Securities Exchange Act of 1934, as amended, (b) a national securities exchange exempt from such registration because of the limited volume of transactions, (c) a foreign securities exchange that satisfies regulatory requirements analogous to those under that act, (d) a regional or local exchange, and (e) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise. Treas. Reg. § 1.7704-1(b). Because no Interests will be traded on an established securities market, the Fund will not be a publicly traded partnership, and therefore treated as a corporation, unless Interests are Readily Tradable. ______

2 Regulation section 301.7701-2(a) provides that “a business entity is any entity recognized for federal tax purposes … that is not properly classified as a trust under [Treas. Reg.] § 301.7701-4 or otherwise subject to special treatment under the … Code.” The Fund is not subject to any such special treatment.

3 Regulation section 301.7701-2(a) provides that “[a] business entity with two or more members is classified for federal tax purposes as either a corporation or a partnership. A business entity with only one owner is classified as a corporation or is disregarded … .” As described above, each Company will have at least two members at all times.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Pursuant to Treas. Reg. § 1.7704-1(c)(2), interests in a partnership are Readily Tradable if (1) the interests are regularly quoted by any person making a market in the interests, (2) any person regularly makes available to the public bid or offer quotes with respect to the interests and stands ready to effect buy or sell transactions at the quoted price, (3) the holder of any interest has a readily available, regular, and ongoing opportunity to sell or exchange the interests through a public means, or (4) prospective buyers and sellers otherwise have the opportunity to buy, sell, or exchange interests in a time frame and with the regularity and continuity comparable to that described in the preceding clauses.

Thus, a secondary market or its equivalent exists if a partner has the opportunity to sell or exchange its partnership interest with some degree of regularity. In the case of the Fund, however, a Member is not permitted to transfer its Interests. If a Member wishes to increase or decrease its investment in the Fund, the increase will be accomplished through a capital contribution thereto and the decrease will be accomplished through a repurchase of Interests, each of which will be reflected by an increase or decrease, respectively, in the Member’s capital account balance.4 No transfer of any Interests to any other person would occur. Nevertheless, Treas. Reg. § 1.7704-1(a)(3) provides that, for purposes of section 7704(b) and that Regulation section, “a transfer of an interest in a partnership means a transfer in any form, including a redemption by the partnership ….”

The Regulations set forth certain “safe harbors” on which a partnership may rely to assure that interests therein are not Readily Tradable.

One of these safe harbors is the so-called “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 ….” Treas. Reg. § 1.7704-1(e)(3). Section 4.4(a) and related provisions of the LLC Agreement, together with the Fund’s Repurchase Policies, qualify as such an agreement.

Pursuant to Treas. Reg. § 1.7704-1(f), 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 only if —

______

4 Under Treas. Reg. §§ 1.708-1(b)(1)(ii) and 1.731-1(c)(3), a capital contribution would not constitute a sale or exchange unless shortly thereafter the contributed property was distributed to another Member or other property was distributed to the contributing Member. The Fund has represented to us that it will make no such distribution.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document “(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) Either –

“(i) The redemption or repurchase agreement requires that the redemption or repurchase price not be established until at least 60 calendar days after receipt of such notification by the partnership or the partner; or

“(ii) 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 Fund’s LLC Agreement and Repurchase Policies contain provisions satisfying certain requirements for a safe-harbor redemption or repurchase agreement:

First, the LLC Agreement provides that the Fund’s Repurchase Notices will set an Expiration Date (the deadline by which a Member wishing to tender Interests must so notify the Fund) that is at least 30 days prior to the Valuation Date (the date as of which the tendered Interests are to be repurchased). The Repurchase Policies provide that the Valuation Date will generally be 30 to 45 days after the expiration of the tender offer, and that the Fund may pay an initial payment of the repurchase price equal to 95% of the value of the Interests repurchased approximately 30-45 days after the Valuation Date and the balance after completion of the Fund’s annual audit, subject to audit adjustment. These combined periods result in more than 60 days elapsing between the last date on which a Member may request the repurchase of Interests and the date on which the repurchase price will be paid. This satisfies the “redemption or repurchase agreement” safe harbor’s condition (in Treas. Reg. § 1.7704-1(f)(1)) that the redemption or repurchase agreement provide that the redemption or repurchase cannot occur until at least 60 days after a partner notifies the partnership of his intention to sell.

Second, the LLC Agreement and Repurchase Policies provide that the Fund will not offer to repurchase Interests on more than four occasions during any fiscal year. This provision satisfies the “redemption or repurchase agreement” safe harbor’s condition (in Treas. Reg. § 1.7704-1(f)(2)) that the repurchase price be established not more than four times during the partnership’s taxable 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 per cent per year of the total interests in partnership capital or profits. The LLC Agreement and Repurchase Policies do not contain an explicit limitation on the quantity of Interests that can be repurchased in any year. The LLC Agreement does, however, state that repurchases of Interests will be undertaken in the sole discretion of the Board of Managers, taking into consideration factors including the anticipated tax consequences of any proposed repurchases. The Fund has stated that among the factors the Board of Managers will consider in

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document determining whether to cause the Fund to repurchase Interests is the quantity of such Interests repurchased in any year relative to the total capital and profits interests in the Fund in light of the 10 per cent limitation set forth in the “redemption or repurchase agreement” safe harbor. In any event, no Member has the right to have its Interests repurchased.

The transfer restrictions and repurchase provisions of the LLC Agreement and the Repurchase Policies are sufficient meet the requirements of the “redemption or repurchase agreement” safe harbor as set forth in the 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 the Fund’s capital or profits, the Fund will not satisfy the “redemption or repurchase agreement” safe harbor. This failure however, does not preclude a determination that the Interests are not Readily Tradable in such a year. Regulation section 1.7704-1(c)(3) states that “[t]he fact that a transfer of a partnership interest is not within one or more of the safe harbors described in … this section is disregarded in determining whether interests in the partnership are [Readily Tradable].” 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.

To be Readily Tradable there must exist a secondary market or its equivalent providing a partner with the opportunity to sell or exchange its partnership interest with some degree of regularity. The Fund’s LLC Agreement and Repurchase Policies provide a mechanism by which the Fund can repurchase Interests, but they provide no guarantee that the Fund will, in fact, make such repurchases. Further, Fund’s LLC Agreement and Repurchase Policies satisfy certain of the “redemption or repurchase agreement” safe harbor’s requirements, thereby imposing substantial limitations on a Member’s ability to have its Interests repurchased in the event that the Fund proceeds with a repurchase of Interests. The lapse of at least 60 days between the tender of Interests and the payment of the repurchase price therefor, and the limit of four repurchase events per year, establish significant restrictions on liquidity. These restrictions reflect the significant lack of liquidity existing in the Fund’s investment in Investment Funds that may not, themselves, provide liquidity. The lack of liquidity inherent in the investment strategy, which is reflected in the LLC Agreement and Repurchase Policies, provides a strong indication that the Fund’s LLC Agreement and Repurchase Policies will not provide the equivalent of a secondary market for the Interests. Further, although the LLC Agreement and Repurchase Policies do not impose an absolute maximum limitation on the percentage of Interests that can be repurchased in any one year, the nature of the Fund’s investments and the lack of liquidity inherent in such investments will impose a practical limitation on the Fund’s ability and willingness to engage in a practice of substantial Interest repurchases.

Based on and subject to the foregoing, we are of the opinion that, for federal tax purposes:

(1) The Fund will be classified as a partnership at all times during which it has two or more members; and

(2) The Fund will not be a publicly traded partnership treated as a corporation for purposes of section 7704, due to the application of the “redemption or repurchase agreement”

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document safe harbor in any year in which it repurchases Interests not in excess of 10 percent of the total interests in the Fund’s capital or profits.

As described above, 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 will not satisfy the “redemption or repurchase agreement” safe harbor. The Fund may, however, still avoid being considered a publicly traded partnership treated as a corporation for purposes of section 7704 if the facts and circumstances with respect to the Fund’s repurchases of Interests, including the percentage 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.

We consent to the reference to our firm in the Registration Statement including under the heading “Tax Aspects - Tax Treatment of Fund Operations - Classification of the Fund.”

Very truly yours,

/s/ K&L Gates, LLP

We consent to the use in this Post-Effective Amendment No. 5 to Registration Statement No. 811-21259 on Form N-2 of our report dated May 30, 2008, relating to the financial statements of GMAM Absolute Return Strategy Fund I (a Series of GMAM Absolute Return Strategy Fund, LLC) and to the references to us under the headings "Independent Registered Public Accounting Firm" and "Financial Statements" in the Additional Information Section, which are part of such Registration Statement.

/s/ DELOITTE & TOUCHE LLP New York, New York September 25, 2008

Code of Ethics Amended and Effective March 1, 2008

1 GENERAL MOTORS ASSET MANAGEMENT AFFILIATES SUBJECT TO THE CODE: GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION GENERAL MOTORS TRUST BANK, NATIONAL ASSOCIATION

TABLE OF CONTENTS

PAGE I. Overview and Definitions A. Overview 1 B. Definitions 3

II. Statement of General Principals A. Certain Legal Requirements 7 B. Compliance with the Spirit of the Code 7 C. Confidentiality 8 D. Conflicts of Interest 8 E. Service on Boards of Non-GMAM Affiliated Companies 9

III. Prohibited Transactions and Activities A. Prohibitions Concerning GMAM Entity Activities 10 B. Prohibitions Concerning Material Nonpublic Information 10 C. Restrictions Concerning Personal Trades 11 D. Pre-Clearance 12

IV. Reporting Requirements A. Holdings Reports 13 B. Transactions Reports 14 C. Duplicate Confirmation and Account Statements 15 D. Questionnaire on Conflicts of Interest and Outside Affiliations 15

V. Code Administration A. Code Compliance Certifications 16 B. Exemptions to the Code 16 C. Sanctions 16

Code of Ethics Acknowledgment 18

APPENDICES

Appendix Winning with Integrity: Our Values and Guidelines for Employee A: Conduct Appendix Service on Outside Boards B: Appendix GM Insider Trading Policy C:

A. Overview • This is the Code of Ethics (the “Code”) for each of the following affiliates of General Motors Asset Management (“GMAM”): • General Motors Investment Management Corporation (“GMIMCo”); and • General Motors Trust Bank, National Association (“GMTB”).

GMIMCo and GMTB are referred to individually in the Code as a GMAM Entity and collectively as GMAM.

• The Code sets forth the compliance policies and procedures applicable to Access Persons with respect to a GMAM Entity’s investment management and advisory business. The Code embodies a commitment to adhering to the highest standards of integrity and care for the benefit of GMAM’s Clients and activities. This commitment includes, but is not limited to, complying with all laws and regulations applicable to GMAM's activities. The Code incorporates General Motors Corporation’s (“GM”) Winning with Integrity: Our Values and Guidelines for Employee Conduct, the Table of Contents of which is available in Appendix A and which is available in its entirety at http://legal.gm.com/win/indes.jsp on the GM Socrates website.

• In particular, the Code covers the following activities:

• it prohibits certain activities by Access Persons that involve the potential for conflicts of interest; • it prohibits certain kinds of personal securities trading by Access Persons; • it requires all Access Persons to report securities holdings and transactions so that they can be reviewed for conflicts of interest and compliance with the Code; and • it sets forth the processes for administering the Code.

• Access Persons are expected to be thoroughly familiar with the procedures and policies set forth in the Code. Access Persons are also required to acknowledge that they have received, read and understand the Code and agree to comply with its provisions. Additionally, Access Persons involved in the operations of a registered investment company (“RIC”) are expected to be thoroughly familiar, and comply, with the procedures and policies set forth in the Code of Ethics for RICs Managed by GMIMCo.

• Access Persons are encouraged to direct questions or comments about the Code and matters relating to compliance with the Code to Compliance.

• Access Persons are required to report promptly any violations of the Code, whether with respect to their own conduct or the conduct of others, to Compliance. The Chief Compliance Officer shall periodically review reports of all violations.

• Appropriate disciplinary action will be taken for failure to adhere to the policies and procedures described in the Code.

B. Definitions Key terms and phrases are identified in bold-faced type the first time they are used in the Code and have the meanings defined below or in the text in which they appear. To understand the Code, Access Persons need to read the definitions of these terms.

Access Person means any partner, officer, director (or other person occupying a similar status or performing similar functions) or employee of a GMAM Entity, or other person who has asset management responsibilities or frequent interaction with Access Persons as determined by the

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Chief Compliance Officer and the General Counsel. Such other persons may include long- term temporaries, consultants and independent contractors. Any questions regarding whether a person is deemed to be an Access Person should be directed to the Chief Compliance Officer.

Advisers Act means the Investment Advisers Act of 1940, as amended.

Automatic Investment Plan means a plan or other program in which regular periodic purchases or withdrawals are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan may include payroll deduction plans, issuer dividend reinvestment programs (“ DRIPs”) or 401 (k) automatic investment plans.

Being Considered for Purchase or Sale applies to any Security, Derivative or Other Investment when a recommendation to Purchase or Sell that Security, Derivative or Other Investment has been made and communicated to a person (who may be another Access Person or a GMAM Entity committee) or, with respect to the person or committee making the recommendation, when such person or committee seriously considers making such a recommendation.

Beneficial Ownership means an interest in a Security, Derivative or Other Investment held by any person who, directly or indirectly, through contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in such Security, Derivative or Other Investment. The term “pecuniary interest” is defined to mean the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject Security, Derivative or Other Investment. A person is presumed to have an indirect pecuniary interest in Securities, Derivatives or Other Investments held by members of a person's Immediate Family. A person also has a beneficial interest in Securities, Derivatives or Other Investments held in the accounts of another person, if by reason of any contract, understanding, relationship, agreement or other arrangement the person obtains or may obtain therefrom benefits substantially equivalent to those of ownership. Thus, for example, Securities, Derivatives or Other Investments held for a person's benefit in the names of others, such as nominees, trustees and other fiduciaries, and Securities held by any corporation which is controlled by a person (directly or through intermediaries) would be deemed to be beneficially owned by said person. In some cases a fiduciary, such as a trustee, may have Beneficial Ownership by having or sharing voting or investment power with respect to such Securities even if such person does not have a financial interest in the Securities.

Chief Compliance Officer means the person holding the title of Chief Compliance Officer of a GMAM Entity or if at any time there is no such person, such person as the board of directors of the GMAM Entity may designate.

Client means any person or entity to whom or in respect of which a GMAM Entity gives investment advice.

Compliance means any member of a GMAM Entity’s Compliance Department.

Derivative means any put, call or other option, futures contract, security futures product, swap contract (including total return swaps), forward contract, straddles or other form of derivative transaction.

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

Fund means an investment company registered under the Investment Company Act.

General Counsel means the person holding the title of General Counsel of a GMAM entity.

GMAM Entity means GMIMCo, GMTB or GMTC and any other entity designated by the Chief Compliance Officer.

Immediate Family means any of the following who share the same household as the Access Person or are substantially dependent on such person for support: child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, adoptive relationships and domestic partners.

Initial Public Offering generally refers to a company’s first offer of shares to the public, specifically, an offering of Securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Exchange Act.

Investment Company Act means the Investment Company Act of 1940, as amended.

Limited Offering means an offering that is exempt from registration under the Securities Act pursuant to section 4(2) or section 4(6) thereof or pursuant to rule 504, rule 505, or rule 506 under the Securities Act.

Other Investment means any investment (other than a Security or Derivative) in which a GMAM Entity invests on behalf of a Client. Examples of Other Investments include, but are not limited to, real estate (other than primary or secondary residences of the Access Person and/or members of such person’s Immediate Family and land to be used for the construction of such a residence), oil and gas leases, commodities or partnership interests. Questions concerning whether any other type of investment is characterized as an Other Investment should be directed to Compliance.

Personal Trade means any Purchase or Sale of a Security, Derivative or Other Investment in which an Access Person has, or as a result of such transaction acquires, directly or indirectly, Beneficial Ownership.

Promark Funds are certain of those funds managed by GMTB or GMIMCo and offered to participants in the GM Savings-Stock Purchase Program ("GM S-SPP").

Purchase of a Security, Derivative or Other Investment includes, for example, any exchange or other acquisition for value of any such item or an interest therein or the acquisition or exercise of an option, warrant or other right for the acquisition thereof, and entering into any contract providing therefor.

Reportable Security means any Security, Derivative or Other Investment (including ETFs) except:

(a) direct obligations of the Government of the United States;

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (c) shares issued by open-end Funds other than (i) any Fund for which a GMAM Entity serves as an investment adviser as defined in section 2(a)(20) of the Investment Company Act or (ii) any Fund whose investment adviser or principal underwriter controls a GMAM Entity, is controlled by the GMAM Entity, or is under common control with the GMAM Entity. For purposes of this section, control has the same meaning as it does in section 2(a)(9) of the Investment Company Act.

Restricted Issuers List means the list maintained by Compliance and available to all Access Persons which identifies the trading prohibitions applicable to certain issuers whose Securities are restricted from Purchase or Sale by an Access Person without first receiving Pre-Clearance authorization.

Sale of a Security, Derivative or Other Investment includes, for example, any exchange or other disposition for value of any such item or an interest therein or the acquisition or exercise of an option or other right for the sale or other disposition thereof, and entering into any contract or other arrangement providing therefor.

Securities Act means the Securities Act of 1933, as amended.

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

The relationship with GMAM’s Clients is fiduciary in nature. This means that Access Persons are required to put the interests of GMAM’s Clients before their personal interests. The fiduciary duty is owed by all persons covered by the Code to each and all of GMAM’s Clients.

While it is not practical to discuss all legal and ethical issues that may arise in the course of a GMAM Entity’s business activities, the Code outlines the types of activities that are prohibited and provides examples of such activities. The Code encompasses not only legal requirements, but also general standards of integrity and fair dealing which should guide all Access Persons in acting on behalf of a GMAM Entity and its Clients. The Code also includes policies intended to help prevent Access Persons from becoming entangled in difficult or compromising situations where questions of compliance with legal standards may arise.

All Access Persons must adhere to the specific requirements set forth in the Code, including the requirements related to personal securities trading.

A. Certain Legal Requirements

Access Persons must obey all laws and regulations applicable to a GMAM Entity's business, including but not limited to the Advisers Act, Securities Act, Exchange Act, Investment Company Act, ERISA, Sarbanes-Oxley Act of 2002, as amended, Title V of Gramm-Leach- Bliliey Act, as amended, Bank Secrecy Act, as amended, U.S. Patriot Act, as amended, and any rules adopted thereunder.

B. Compliance with the Spirit of the Code

GMAM recognizes that sound, responsible personal securities trading by its Access Persons is an appropriate activity when it is not excessive in nature and done in a prudent manner. However, GMAM will not tolerate personal trading activity that is inconsistent with our duties to our Clients or which injures the reputation and professional standing of the organization. Therefore, technical compliance with the specific requirements of the Code will not insulate Access Persons from scrutiny should a review of their trades indicate breach of their duty of loyalty to GMAM’s Clients or otherwise pose a hazard to GMAM’s reputation and standing in the industry.

C. Confidentiality

All information obtained by Access Persons about the activities, investment policies, holdings or business and operations of any GMAM Entity or its Clients that is not publicly available is to be kept confidential. Such information may be used or disclosed only in the discharge of an Access Person’s responsibilities. Confidential information may not be used or disclosed, in any manner whatsoever, to benefit personally, directly or indirectly, an Access Person, his or her family, friends, associates or any other person.

Each Access Person has an individual responsibility to safeguard information that is required to be kept confidential. Access to such information is to be granted solely in the discharge of an Access Person’s responsibilities and on a “need-to-know” basis. Approved access to such information does not confer authority to act as spokesman for a GMAM Entity or a Client concerning the information.

No Access Person shall discuss any proprietary investment or other activity of a GMAM Entity or a Client with any representative of the media unless such Access Person obtains permission from the Chief Executive Officer, the Chief Investment Officer or the President, who will consult with the General Counsel as necessary. All Access Persons are cautioned that there may be legal constraints on what may be discussed with the media depending upon the subject matter of the media discussion or other matters that a GMAM Entity or its affiliates or a Client may be

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document involved in at the particular time and of which the Access Person may or may not be aware. Due to the potentially adverse consequences to a GMAM Entity and its affiliates or a Client of missteps in this area, any Access Person who intends to engage in any discussion with the media is urged to first consult with the Chief Executive Officer, the Chief Investment Officer or General Counsel. Additionally, responses to any inquiries by the media should be coordinated through GM’s Media Relations Group.

Access Persons are further restricted in the use of Material Nonpublic Information as described in Section III.B.

Any questions regarding the use or disclosure of information that is required to be kept confidential should be addressed to Compliance.

D. Conflicts of Interest Access Persons must at all times act in the sole and best interests of Clients. A Conflict of Interest means a direct or indirect personal interest on the part of an Access Person that could reasonably be considered to affect the judgment of such Access Person in fulfilling his or her responsibilities to a GMAM Entity or a GMAM Entity’s Client.

Access Persons must (i) avoid Conflicts of Interest and (ii) promptly advise their supervisor and Compliance of any potential Conflict of Interest. An Access Person’s supervisor and Compliance must also be advised of any action that might be construed as an attempt to exercise improper influence in connection with any investment decision to be made on behalf of a Client.

If an Access Person wishes to remain anonymous, actual or potential Conflicts of Interest may be reported to the GM Awareline (800/244-3460).

E. Service on Boards of Non-GMAM Affiliated Companies All Access Persons are subject to the restrictions with respect to service on the board of directors of a publicly traded company contained in the GM policy entitled “Serving on Outside Boards,” a copy of which is available in Appendix B.

Additionally, Access Persons who serve on the board of directors of an entity on behalf of a GMAM Client’s investment in such entity are required to (i) obtain prior approval of his/her supervisor and the Chief Executive Officer and (ii) promptly report such service to Compliance. Approval to serve on an entity’s board is obtained by completing and submitting an “Application for Indemnification in Connection with Service as Director, Officer, Trustee or Other Fiduciary of Non-GMAM Entity,” which is available on eLink (GMAM’s intranet site) under the “Legal” tab in the “Compliance Forms” folder.

A. Prohibitions Concerning GMAM Activities

No Access Person shall directly or indirectly:

1. employ any device, scheme, or artifice to defraud any Client or prospective Client; 2. engage in any transaction, practice or course of business which operates as a fraud or deceit upon any Client or prospective Client; or 3. engage in any act, practice, or course of business which is fraudulent, deceptive or manipulative.

B. Prohibitions Concerning Material Nonpublic Information

Material Nonpublic Information means any information about a company, Security, or the market therefor, that has not been generally disclosed to the public, when the disclosure of that information is likely to affect the price of that Security or is likely to be considered important by a reasonable investor in making an investment decision regarding such Security. Generally, any information that has not been posted on a website, distributed in a press release, disseminated by news services, contained in a filing with the Securities and Exchange Commission or otherwise been made available to investors or the public at large is considered not to have been generally disclosed to the public.

It is not illegal to learn of Material Nonpublic Information. However, it is a violation of federal and state securities laws for any person who is aware of Material Nonpublic Information (i) to Purchase or Sell Securities (whether for direct personal benefit or for the benefit of another) or (ii) to pass on the information to others who may Purchase or Sell Securities based on such information. In this regard, no Access Person may execute a Personal Trade in any Security at a time when such Access Person has any Material Nonpublic Information relating to such Security. Further, any Access Person who becomes aware of information that is Material Nonpublic Information is prohibited from engaging in any securities transaction on behalf of a Client or any other person (including, without limitation, such Access Person) or taking any action that would facilitate trading by any other person (including, without limitation, such Access Person) in any Security on the basis of such Material Nonpublic Information.

All Access Persons are required to report to Compliance any instance involving a company that, to an Access Person’s knowledge, has issued Securities held in or Being Considered for Purchase or Sale for a GMAM Entity Client account where the Access Person (i) receives information that may constitute Material Nonpublic Information regarding such company or (ii) is in a position possibly to receive Material Nonpublic Information regarding such company on a recurring basis (such as through service as a director, as an observer to a board of directors or through a relationship with company insiders or as a result of a confidentiality agreement with respect to the company).

All Access Persons are also required to be familiar with, and may be subject to restrictions contained in, the GM Insider Trading Policy which is available in Appendix C.

Any Access Person who becomes aware of any breach of the requirements restricting use of Material Nonpublic Information, including a leak of such information, shall immediately report such breach to Compliance.

C. Restrictions Concerning Personal Trades

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1. No Access Person shall execute a Personal Trade in a Reportable Security which, to such person’s knowledge at the time of such Personal Trade, either is Being Considered for Purchase or Sale by a Client or is in the process of being Purchased or Sold by a Client.

2. No Access Person shall execute a Personal Trade in a Reportable Security on the same day during which, to such Access Person’s knowledge, a Client has a pending or executed Purchase or Sale order in that same Reportable Security.

3. No Access Person shall execute a Personal Trade in a Reportable Security within seven (7) calendar days after the date on which, to such Access Person’s knowledge, a Client Purchases or Sells that same Reportable Security.

4. No Access Person shall execute a Personal Trade involving a Derivative with respect to GM; provided, however, that the mere exercise of GM or employee stock options shall not be subject to this restriction.

5. Excessive trading by Access Persons in personal accounts is discouraged. While this Code does not define excessive trading, Access Persons should be aware that if their trades exceed forty-five (45) per calendar quarter, the trading activity will be reviewed by Compliance and the Access Person may be asked to explain the reason for such frequent trading. Trades effected in the GM S-SPP or through an Automatic Investment Plan will not count toward the 45 trade trigger.

6. Sections III.C.1, 2 and 3 shall not apply to Securities of an issuer that has a market capitalization of $10 billion or more at the time of the transactions.

7. Sections III.C.1, 2 and 3 shall not apply to any Purchase or Sale of a fund managed by GMTB or GMIMCo which is classified as a “Promark Fund.”

D Pre-Clearance

Pre-Clearance or Pre-Clear means to obtain the written consent of Compliance prior to engaging in a specified activity. A Pre-Clearance request must be submitted to Compliance on a form prescribed by Compliance.

No Access Person may engage in the following types of transactions unless a Pre- Clearance request with respect to such trade is submitted to and approved in writing by Compliance:

1. any trade in a Security, Derivative or Other Investment issued by, or in a Derivative with respect to, a company included on the Restricted Issuers List. The Restricted Issuers List is maintained by Compliance and made available to all Access Persons via eLink (GMAM’s intranet site). It is the responsibility of all Access Persons to review the Restricted Issuers List prior to trading; or

2. any Personal Trade involving a Purchase of a Security, Derivative or Other Investment that is being offered in a private placement, Initial Public Offering or Limited Offering .

A. Holdings Reports

1. No later than ten (10) calendar days after becoming an Access Person, each Access Person is required to submit to Compliance an initial holdings report which includes (i) the title and type and, as applicable, the ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person has Beneficial Ownership, (ii) the name of any broker, dealer or bank with which the Access Person maintained an account in which any Securities were held for the direct or indirect benefit of the Access Person and (iii) the date that the report is submitted by the Access Person. Note that Access Persons are not required to submit an Initial Holdings Report with respect to Securities held in accounts over which the Access Person has no direct or indirect influence or control.

2. Thereafter, at least once during each twelve (12) month period on a date selected by Compliance, such Access Person is required to submit to Compliance a holdings report which includes (i) the title and type and, as applicable, the ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security of which the Access Person has Beneficial Ownership, (ii) the name of any broker, dealer or bank with which the Access Person maintains an account in which any Securities are held for the direct or indirect benefit of the Access Person and (iii) the date that the report is submitted by the Access Person. Note that Access Persons are not required to submit an Annual Holdings Report with respect to Securities held in accounts over which the Access Person has no direct or indirect influence or control.

3. The information contained in the (i) initial holdings report must be current as of a date no more than forty-five (45) calendar days prior to the date the person became an Access Person and (ii) subsequent holdings reports must be current as of a date no more than forty-five (45) calendar days prior to the date such report is submitted.

4. Holdings reports are to be filed on forms prescribed by Compliance.

5. If an Access Person has no reportable holdings, such Access Person nonetheless must file a report on a form prescribed by Compliance indicating that such Access Person has no information to report.

6. Any holdings report may contain a statement that the report shall not be construed as an admission by the Access Person making such report that such person is a Beneficial Owner of one or more of the Reportable Securities listed in the report.

B. Transactions Reports

1. No later than thirty (30) calendar days after the close of each calendar quarter, each Access Person is required to submit to Compliance a report which includes (i) with respect to each transaction effected during such calendar quarter involving a Reportable Security in which the Access Person had (or as a result of the transaction acquired) Beneficial Ownership (a) the date of the transaction, the title, and as applicable, the ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each such Reportable Security, (b) the nature of the transaction (i.e., Purchase, Sale or any other type of acquisition or disposition), (c) the price of the Reportable Security at which the transaction was effected and (d) the name of the broker, dealer or bank with or through which the transaction was effected, (ii) with respect to any new account established during the quarter by the Access Person in which any Securities were held for the direct or indirect benefit of the Access Person

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (a) the name of the broker, dealer or bank with whom the Access Person established the account and (b) the date the account was established, and (iii) the date that the report is submitted by the Access Person.

2. An Access Person is not required to report in such person’s transactions reports:

a. transactions in Securities held in accounts over which the Access Person had no direct or indirect influences or control;

b. those transactions effected pursuant to an Automatic Investment Plan. However, any transaction that overrides the pre-set schedule or allocations of the Automatic Investment Plan must be included in the quarterly transactions reports; or

c. transactions involving an Access Person’s GM S-SPP account, if any, which are reported to Compliance on behalf of the Access Person by the third party administrator of the GM S-SPP.

3. Reportable Securities acquired upon exercise of GM employee stock options are required to be reported by an Access Person in such person's transactions reports.

4. Any transactions report may contain a statement that the report shall not be construed as an admission by the Access Person making such report that such person is a Beneficial Owner of one or more of the Reportable Securities listed in the report.

5. Transactions reports are to be filed on forms prescribed by Compliance.

6. If an Access Person has no reportable transactions for a quarter, such Access Person nonetheless must file a report on a form prescribed by Compliance indicating that such Access Person has no information to report.

C. Duplicate Confirmation and Account Statements

Where a Personal Trade in a Reportable Security is effected by an Access Person through a broker, dealer or bank, such Access Person is required to request such broker, dealer or bank to provide to Compliance in a timely manner a copy of the confirmation of such Personal Trade.

An Access Person also is required to request each broker, dealer or bank to provide to Compliance in a timely manner a copy of the periodic statements for those accounts in which such Access Person held Reportable Securities during a reporting period referred to in Section IV.B: Transaction Reports.

D. Questionnaire on Conflicts of Interest and Outside Affiliations

Upon commencing employment, and annually thereafter, Access Persons must complete the Questionnaire on Conflicts of Interest and Outside Affiliations. In addition, the Compliance Department should be notified, and a Questionnaire completed, as soon as practicable after an Access Person learns of the existence of an actual or apparent conflict or his or her service in another business organization commences.

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Questionnaire will be distributed annually and is also available on E-Link under Legal/ Compliance – Compliance Forms.

A. Code Compliance Certifications

• A GMAM Entity shall provide each Access Person with a copy of the Code and any amendments thereto either manually or electronically.

• Access Persons are required to provide written acknowledgement to Compliance that they have received, read and understand the Code and any amendments thereto and that they will comply with the requirements thereof.

• Access Persons are required to certify on an annual basis that they (a) have submitted all of the reports required by the Code and (b) have not engaged in conduct prohibited by the Code.

B. Exemptions to the Code

• The Chief Compliance Officer may in writing grant an exemption from any provision of the Code to the extent that the Chief Compliance Officer concludes in such person’s reasonable judgment that such exemption is not inconsistent with applicable law.

• In the event of ambiguity of or conflict between or among one or more provisions of the Code, the Chief Compliance Officer with the concurrence of the General Counsel shall have authority to interpret such provision(s) and such interpretation shall be final and binding.

C. Sanctions

Sanctions may be imposed by any or all GMAM Entities for any violation of the Code with respect to any GMAM Entity. Such sanctions may include, but are not limited to, written censure, monetary penalties, disgorgement of profits derived from transactions effected in violation of Section III.C., and suspension or termination of employment or membership. Unless otherwise determined by the GMAM Chief Executive Officer (a) the specific sanction imposed for a violation of the Code will be based upon the recommendation of the Chief Compliance Officer and (b) such sanction will be approved by the Chief Executive Officer, General Counsel and a GM Human Resources representative prior to the time it is imposed. Notwithstanding the foregoing, if a person referred to in clause (a) or clause (b) of the preceding sentence is found to be the subject of a sanction, such person shall recuse himself or herself from recommending or approving such sanction (and, in the case of clause (b), if the Chief Executive Officer recuses herself then GM shall designate a GM officer to act in her place). Additionally, all material violations of the Code and any sanctions imposed with respect thereto shall be reported periodically to the Board of Directors of the respective GMAM Entity. Violations of the Code that also constitute violations of law, may be referred to appropriate governmental, regulatory or law enforcement authorities and may subject the violator to civil or criminal penalties.

ACKNOWLEDGMENT

I have received, read and understand the Code of Ethics amended as of March 1, 2008. I understand that the Code supplements GM policies referenced in the Code. I agree to comply with all of the policies set forth in these documents in connection with my employment.

Date: ______, 200_ Signed: ______

Name: ______[Please Print or Type]

Winning With Integrity

TABLE OF CONTENTS

Table of Contents 3

Introduction 5 How These Guidelines Are Organized 5 How to Apply These Guidelines 5 Who Must Follow These Guidelines 5 Employees and Directors 5 Subsidiaries and Affiliates 5 Third Party Representatives of GM 5 Waivers 5 Raising an Integrity Concern 6 Accountability for Violation 6

Guidelines 7

Personal Integrity 7 Understanding the Rules 7 Acting With Integrity When the Rules Seem Unclear 7

Integrity in the Workplace 8 Fair Treatment and Respect 8 Equal Employment Opportunity 8 Health and Safety 8 Conflicts of Interest 9 Interests in Other Businesses 9 Supplier Relationships 10 Charitable Activities and Public Service 10 Outside Employment 10 Integrity of GM Information and Use of GM Property 10 Accurate Information, Records, and Communications 11 Use of Corporate Property 11 Company Vehicles 11 Internet/E-mail and Voice Mail 11 Confidential and Proprietary Information 12 Litigation and Investigations 12 Communicating with the Media 13

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Integrity in the Marketplace 13 Gifts, Entertainment, and Gratuities 13 Receiving From Suppliers 13 Receiving From Others 14 Giving to Customers, Suppliers, Media, Financial Analysts 14 Giving to Government Officials or Union Representatives 15 Fair Competition 15 General 15 Relations With Competitors 15 Relations With Dealers, Distributors, and Resellers 15 International Consideration 15 Insider Trading 16

Integrity in Society and Our Communities 16 Avoiding Improper Payments to Government Officials 16 Export Compliance 17 General 17 Export Controls 17 Foreign Asset Controls 17 Anti-boycott Regulations 17

Integrity Toward the Environment 18 GM Environmental Principles 18 Environmental Performance Criteria 18 Compliance With the Law 18 Reporting Requirements 18 Record Keeping 19

Conclusion 19

GENERAL MOTORS POLICY CONCERNING EMPLOYEES SERVING ON OUTSIDE BOARDS OF DIRECTORS

Feedback Help Revised August 10, 2004

BACKGROUND This policy is intended to provide clarification and direction with regard to GM salaried employees serving on outside boards, whether at GM's request or at the employee's initiative. In some instances, provisions of this policy will also apply to retirees where undelivered incentive compensation or executive benefits depends upon the satisfactory performance of certain conditions. In these situations, prior written approval must be obtained before joining any board.

This policy also applies to membership on advisory councils and similar bodies, and to groups that oversee business entities other than corporations, such as limited liability companies, partnerships, banks, or trusts. This policy does not apply to the board of directors of any wholly owned subsidiary of GM or any business that is primarily owned by a member or members of the employee's family. Employees are not required to comply with the approval and notice provisions of this policy with regard to non-profit organizations such as professional or trade associations, health care or educational institutions, or charitable organizations but they should be sure to disclose their membership on such boards in complying with GM's conflict of interest policies, and should seek advice from their local personnel director or from the Global Compensation and Corporate Governance group (“GCCG”) if they have concerns about any potential conflicts of interest.

POLICY As General Motors enters into joint ventures and strategic affiliations, it may request its employees to serve as directors on the boards of outside companies to ensure that GM's interests are represented. In addition, GM employees are increasingly invited by other companies to join their boards of directors. The Corporation recognizes that such opportunities may benefit the employee or GM, or even both, in certain limited instances. However, due to the increasing demands on employees of GM's global business and growing complexity of board assignments in light of recent developments in corporate governance as a result of the Sarbanes-Oxley Act of 2002 and other new governance and accounting requirements, the Corporation generally discourages GM employees from joining boards of outside for-profit companies.

In special circumstances where the assignment will be of benefit to both GM and the employee or where the employee is approaching retirement, participation on outside boards may be considered and carefully reviewed for appropriateness. If board membership is deemed appropriate, employees may serve on one board at a time if they obtain the prior approval of GM's Chief Executive Officer and the GM Board's Directors and Corporate Governance Committee (“DCG”). Any GM employee who serves as a director of a publicly traded corporation must take an approved director governance training program.

COMPENSATION

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If the Employee Serves at GM’s Request When GM employees join boards of other corporations at GM’s request, they do so as part of their job responsibilities, and their activities in this regard are covered by their regular GM compensation. Accordingly, all compensation or other remuneration paid to GM employees in consideration of their service as directors must be promptly remitted to GM. GM may also choose to request the other corporation not to pay all or some portion of the director compensation, or to pay it to another entity such as the GM Foundation. The employee may accept reimbursement from the other company or from GM for his or her actual expenses, provided that they are reasonable and customary, and not otherwise reimbursed by GM. It is expected that with the consent of the employee’s supervisor, an employee may use GM time and resources in performing the duties of a director.

Each GM employee serving on an outside board of directors at the request of GM is required to sign the attached agreement, including a blank letter of resignation (Attachment 1 32kb and Attachment 2 48kb), and deliver a copy to the GCCG. The agreement clearly establishes that the individual, in his or her capacity as an employee, is serving as an agent of GM when serving as a director to another corporation, and is required to treat any director compensation as described above. If these procedures are implemented, the employee should not be required to report the director compensation on his or her income tax return (Attachment 3 61kb).

If the Employee Serves at Own Initiative While GM may permit employees to serve on the boards of other companies in limited situations, such employee-initiated service is not ordinarily part of that employee's normal job responsibilities. Accordingly, it is expected that an executive would use personal time, such as vacation, to the extent practicable to perform the duties of a director, and would avoid using GM resources, unless specifically authorized. In such circumstances, the GM executive is free to retain all compensation and reimbursement for expenses related to service on the board of directors, provided they are reasonable and customary.

INDEMNIFICATION GM employees who serve as directors of other corporations at the request of GM are eligible for coverage under GM’s directors and officers’ insurance and for indemnification pursuant to Delaware law and the GM bylaws.

APPROVAL AND NOTICE General · Senior management, the CEO, and the DCG must approve employee participation on any outside board of directors before the employee may accept the appointment · As a general rule, in recognition of the demanding nature and time constraints of many salaried positions at GM, participation on outside boards will be discouraged, or limited to one board assignment at any given time in appropriate circumstances · Non-compensated activities on behalf of charitable, civic, religious, or educational organizations are excluded from this approval requirement: · Employees are encouraged to serve as volunteers for charitable organizations as the demands of their GM employment allow, so long as no conflict of interest is present · Approval for such activity is generally not required unless time away from regularly scheduled working hours is requested · Employees generally should not serve as directors of a supplier, dealer, or competitor of the Corporation

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In addition, employees may not serve as officers or directors of banks, bank holding companies, savings and loan associations, credit unions, or insurance companies without the prior approval of the Treasurer in addition to any other required approvals

Review Process and Information Required · Prior to accepting an appointment to an outside Board, the employee must first obtain the support of an immediate supervisor and the appropriate Automotive Strategy Board member · The request must be reviewed and approved by the employee’s immediate supervisor and the member of the Automotive Strategy Board (or delegate) responsible for the area in which the employee works. This review will include balancing potential costs and benefits to the employee, as well as to GM, and confirming necessary plans for handling work load and time demands created by the employee’s new responsibility.

· To facilitate further review, the following information will then be provided to the GCCG staff: · Company name · Location of corporate headquarters · Nature of business · Any known supplier/competitor relationship. In the case of a supplier, annual revenue data and purchasing agreement information must be provided · Proposed position (director, member of advisory board, etc.) · Company’s current annual report and proxy statement (for a publicly owned company) · Duration of the desired Board term · Number of meetings/activities per year/month and associated time commitment · Compensation · Other information, as required

· Upon receipt of a request, GCCG will initiate and coordinate the review process · The Legal Staff will review legal, competitive, and supplier relationships and note any factors that may warrant special review or consideration, including potential issues related to antitrust, conflicts of interest, compliance with securities laws, etc. · A review of requesting Corporation and its directors will be undertaken to determine any recent activity that would mitigate the desirability of having a GM employee on its Board · The Treasurer’s Office will review and approve any situations involving other banking institutions. As a general rule, participation on the board of a banking institution, bank holding company, savings and loan association, credit union, or insurance company is not allowed · GCCG will conduct final review, including form and amount of compensation, time away from work, etc

· Following completion of all reviews, GCCG will forward the request to the Directors and Corporate Governance Committee for review and approval. When approved, GCCG will notify the employee and ASB member (or other appropriate leadership) of the decision in writing · Letter will address limitations or restrictions (if any) associated with acceptance · GCCG will be responsible for maintaining a record of all directorships approved and held by GM employees · Where the appointment is at the request of GM, Corporate Risk Management will be advised when the appointment becomes effective

General Motors Insider Trading Policy Revised: August 2007 Effective Date: September 1, 2007

Policy The following GM Insider Trading Policy explains your responsibilities as a GM employee relating to purchases and sales of GM securities. In some cases, our policy goes beyond the minimum requirements of the law to avoid any appearance of impropriety and to protect both your reputation and ours. Simply put, it is illegal for you to buy or sell any GM security while you are in possession of material non-public information or to pass such information to others who then buy or sell a GM security. For purposes of this Policy, options on a GM security which are publicly traded are considered to be a GM security, even though they are not issued by GM. An employee who fails to follow this Policy could, as a maximum penalty, lose his or her job, be imprisoned for up to ten years, be fined up to $1 million and have to forfeit up to three times the profits gained or losses avoided.

What is Material Non-Public Information? “Non-public information” consists of information that is known within GM that has not been publicly released. “Material” information is information that a reasonable investor would consider important in deciding to buy, sell or hold a GM security. Material information can be favorable or unfavorable. Some examples of information that could be considered material include:

· Significant changes in sales volumes, market share, production scheduling, product pricing or mix of sales

· Changes in debt ratings or analyst upgrades or downgrades of a GM security

· Earnings and dividends

· Major business acquisitions or dispositions

· Material labor negotiations or disputes, including possible strikes

· Financial, sales and other significant internal business forecasts

· Significant changes in accounting treatment, write-offs or effective tax rate

· Changes in top management

· Stock splits

This list is simply illustrative -- it is not intended to be exhaustive or comprehensive. Whether any particular information could be considered material by a “reasonable” investor depends on the specific circumstances existing at a particular point of time. A major factor in determining whether any information is material is the known or potential impact of that information on GM’s financial condition, results of operations, or liquidity. Simply because information in your possession may come within the scope of one of the topics listed above does not necessarily make that information material. If you are

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document in doubt as to whether non-public information you have is material, you should err on the side of conservatism and treat the information as if it was material.

What is Prohibited?

You may not purchase or sell a GM security while you possess material non-public information. In addition, it is illegal for you to pass material non-public information on to others who then trade a GM security. Accordingly, you must not:

· Provide material non-public information to family members, business acquaintances, or friends

· Recommend to anyone that they buy or sell a GM security while you are in possession of material non-public information, even if you do not disclose the specific information to that person

· Disclose material non-public information to any GM employee who does not need to know the information to do their job.

If you provide a “tip” to someone who then buys or sells a GM security, whether or not you trade, both you and the “tippee” can be convicted of insider trading and be subject to the penalties described above. For these same reasons, you should never discuss material non-public information in public places.

Who is Covered by this Policy? All GM employees are covered by this Policy, not just executives.

When May You Trade? If you are not a GM officer and you do not have material non-public information, you may trade GM securities at any time. If you possess non-public information, you must use your own good judgment to determine whether the non-public information you possess is material. The mere perception by your friends or business colleagues that you traded on material non-public information could damage both GM’s and your reputation and expose you to potentially serious consequences. To avoid the perception of insider trading and to avoid second-guessing of your trading by others, who may have the benefit of hindsight, you should be very cautious when deciding whether you possess material non-public information.

If you do not possess material non-public information, but because of the nature of your job you are sensitive to how others might judge your trading in GM securities, the safest time to trade in GM securities is during the “window” period beginning on the third day after earnings are announced and ending on the last business day of the middle month of each quarter. However, even in a “window” period you cannot trade GM securities if you possess material non-public information. If you are a GM officer, you may buy or sell GM securities only during this “window” period, but only after first checking with one of the designated contacts on the GM Legal Staff.

If you are in possession of material non-public information that becomes known to the investing public, you may buy or sell GM securities two days after the date such information has been publicly released.

Trading Within GM Investment and Incentive Plans If you have previously established regularly scheduled purchases within the GM Savings-Stock Purchase Program, the GM Dividend Reinvestment Plan or any GM Deferred Compensation Plan, these purchases can continue even if you are in possession of material non-public information, since

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the timing of the purchases is not in your control. However, with these company sponsored investment plans, you must not initiate or increase purchases of a relevant GM security or make transfers into or from the relevant GM security while you are in possession of material non-public information relating to that security.

You may exercise a stock option for cash or stock while you are in possession of material non-public information, since no sale of stock is involved and the option exercise price was pre-established. However, you cannot do a “cashless” stock option exercise while in possession of material non-public information since this type of exercise requires a sale of GM stock.

Are There Valid Excuses for Insider Trading? There are no valid excuses for insider trading. There are no financial hardship exemptions. It does not matter that you need money to buy a house or pay for college or medical expenses. There is no exception for small trades. Losing money is not a defense. If you have material non-public information – don’t trade. If in doubt – don’t trade. Always assume your trading or advice to others will be scrutinized with twenty-twenty hindsight and presume the worst outcome.

Prohibitions on Trading in Securities of GM Suppliers or Others Doing Business with GM If you obtain material non-public information concerning a supplier, a potential supplier or other corporation doing or contemplating doing business with GM, the law considers you to be an insider of that corporation and, therefore, you may not purchase or sell such corporation’s securities or make trading recommendations to others. If you do, you may be subject to all the penalties for insider trading previously described. You must also always remember that information which may not be material to GM because of our large size may be material to a supplier or other corporation.

This insider trading policy is in addition to existing conflict of interest policies prohibiting or restricting your investing in GM suppliers, potential suppliers and business partners. (See, “Winning With Integrity,” available on Socrates.)

Trading in Publicly Traded GM Options If you are an officer, director or member of a strategy board of GM, or work in the Treasurer’s Office, Legal Staff, or any finance unit of GM, you must not purchase or sell puts, calls or other publicly traded options relating to GM securities. All other employees are strongly urged not to trade such publicly traded GM options. Such trading is inherently speculative and can easily be interpreted with the benefit of hindsight as trading based on material non-public information.

Additional Prohibitions Applicable Only to GM Officers Subject to Section 16 GM officers subject to Section 16, whether or not in possession of material non-public information, are legally prohibited from purchasing a GM security within six months before or after a sale of the same type of security (regardless of whether the purchase or the sale occurs first). This law applies only to GM officers who are subject to Section 16.

Directors GM Directors are covered by this Policy to the same extent as GM officers.

Questions If you have a question regarding whether you have material non-public information, discuss it with your supervisor. You may also contact the GM Legal Staff if you have any questions concerning this Policy or to discuss whether you may trade. GM officers subject to Section 16 must personally call the Legal Staff to discuss any proposed transaction in a GM security.

Supplemental Insider Trading Information

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document On October 23, 2000, the SEC made effective three new rules on insider trading that affect all GM employees. The first rule provides that if you trade while aware of material non-public information, you could be guilty of insider trading. The second rule provides a “safe harbor” for trades made pursuant to certain pre-existing “plans” that permit persons having material non-public information to make purchases or sales during periods when they are aware of such non-public material information. The third rule codifies the “misappropriation” theory that it is insider trading to purchase or sell securities on the basis of, or the communication of, material non-public information misappropriated in breach of a duty of trust or confidence.

The first new rule clarifies what connection is necessary between an insider’s possession of material non-public trading and his or her trading. Some courts had held that an insider had to actually “use” the non-public information when purchasing or selling a security to be guilty of insider trading. The SEC adopted the new rule to make clear that “use” of material non-public information need not be proven; instead, you may be convicted if it is shown that you traded while “aware” of non-public information. The awareness standard reflects the common sense notion that a trader who is aware of insider information when making a trading decision inevitably makes use of the information.

The second new rule provides flexibility to executives who wish to structure securities trading plans and strategies during periods when they are not aware of material non-public information and cannot exercise any influence over the trading transaction if they do become aware of such information.

The new rule establishes an affirmative defense if you are accused of trading on material non-public information. In order for you to use this defense:

· First, you must demonstrate that before becoming aware of the material non public information, either you had (1) entered into a binding contract to purchase or sell the security, (2) provided written instructions to another person to exercise the trade for your account, or (3) adopted a written plan for trading securities.

· Second, you must demonstrate that, with respect to the purchase or sale, the contract, instructions, or plan either: (1) expressly specified the amount (either a specified number of shares or a specified dollar value of securities), price (either a specific market price on a particular date, or a limit price, or a particular dollar price), and date (either the specific day of the year on which a market order is to be executed, or a day or days of the year on which a limit order is in force) or (2) provided a written formula or algorithm, or computer program, for determining amounts, prices and dates and (3) did not permit you to exercise any subsequent influence over how, when or whether to effect purchases or sales; provided, in addition, that any other person who did exercise such influence was not aware of the material non-public information when doing so.

· Third, you must demonstrate that the purchase or sale that occurred was pursuant to the prior contract, instruction, or plan. A purchase or sale is not pursuant to a contract, instruction or plan if, among other things, you altered or deviated from the contract, instruction, or plan or entered into or altered a corresponding or hedging transaction or position with respect to those securities.

The affirmative defense described above is designed to cover situations in which you can demonstrate that the material non-public information was not a factor in the trading decision. This rule provides flexibility to those of you who would like to plan securities transactions in advance at a time when you are not aware of material non-public information, and then carry out those pre-planned transactions at a later time, even if you later became aware of material non-public information. For example, if you want to adopt a plan for exercising cashless stock options, you could, during a period while you are not aware of material non-public information, adopt a written plan that contained a

Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document formula for determining the specified percentage of your vested options to be exercised and/or sold at or above a specific price.

Of course, any plan must not be part of a scheme to evade the insider trading prohibitions and must be entered into by you in good faith.

If you decide to adopt a plan, enter into a contract or provide binding written instructions to another person (such as a broker), you must do so only on a date when you are not aware of material non- public information. Likewise, any amendments to a plan or contract or changes to binding instructions can only be made on a day you are not aware of material non-public information. If you intend to enter into a plan, contract or give written binding instructions to another, you must first obtain the written approval of the General Motors Legal Staff of your specific plan, contract or instructions. The Legal Staff will not draft such documents for you; you should be able to obtain them from your personal financial advisor, lawyer or broker.

The third new rule, which codified the “misappropriation” theory developed by court decisions, states that if you trade securities on the basis of, or the communication of, material non-public information misappropriated in breach of a duty of trust or confidence, you are guilty of insider trading. In other words, it is insider trading if a non-insider wrongfully acquires material non-public information from a person that has been entrusted with material non-public information and trades on the basis of that information thereby violating a duty of trust and confidence owed to his or her source. The rule presumes that your spouse, parents, children or siblings are persons that have a duty of trust or confidence to you.

These new rules will be further interpreted over the years by the courts and the SEC; specifically, on how often plans, contracts and instructions can be changed. Too many changes in a plan may leave a person open to charges that there really isn’t a plan in existence. It is expected that until the rules become more established, most executives will continue to simply sell and purchase securities when they are not in possession of material non-public information and GM officers subject to Section 16 and directors will continue to enter into non-exempt transactions only during regular window periods.

If you are a GM officer subject to Section 16 or a director, you must bear in mind an additional complication if you decide to draft a contract, plan or give written instructions to take advantage of the new rules. GM officers subject to Section 16 and directors must keep all non-exempt purchases and sales six months apart or they will forfeit their profits. This, of course, becomes very tricky when the timing of certain transactions may be out of your hands. Also, GM officers subject to Section 16 and directors must keep track of any purchases or sales that take place automatically so that they can continue to timely file their Form 4’s.

AFFECTED BUSINESS UNITS This policy affects all Regional Business Units and Corporate Staffs, as well as any GM subsidiary or joint venture.