Exhibit (p)(2)
GENERATION HEDGE STRATEGIES FUND LLC
FORM OF AMENDED PURCHASE AGREEMENT
Purchase Agreement dated _______, 2004 between Generation Hedge Strategies
Fund LLC, a limited liability company organized under the laws of the State of
Delaware (the "Fund") and Generation Capital Management LLC ("Generation"), a
corporation organized under the laws of the State of New York on behalf of the
Individual Retirement Account number _______ at ___________ Bank, Custodian for
the Fund, for Xxxxx X. Xxxxx (the "XXX");
WHEREAS, the Fund is a closed-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Fund proposes to issue and sell units of limited liability
company interest in the Fund ("Units") to the public pursuant to a Registration
Statement on Form N-2 filed with the Securities and Exchange Commission; and
WHEREAS, Section 14(a) of the 1940 Act requires each registered investment
company to have a net worth of at least $100,000 before making a public offering
of its Units;
NOW, THEREFORE, the Fund and Generation agree as follows:
1. The Fund offers to sell to Generation on behalf of the XXX ,
and Generation agrees on behalf of the XXX to purchase from
the Fund, Units of the Fund for an aggregate price of $100,000
on _______, 2004.
2. Generation on behalf of the XXX represents and warrants to the
Fund that Generation on behalf of the XXX is acquiring the
Units for investment purposes only and not with a view toward
resale or further distribution.
3. Generation's right on behalf of the XXX under this Purchase
Agreement to purchase the Units is not assignable.
IN WITNESS WHEREOF, the Fund and Generation have caused their duly
authorized officers to execute this Purchase Agreement as of the date first
above written.
GENERATION HEDGE STRATEGIES FUND LLC GENERATION CAPITAL MANAGEMENT LLC
On Behalf Of The XXX
By: ____________________________ By: __________________________________
Xxxxx X. Xxxxx Xxxxx X. Xxxxx
President President
