0000894189-10-002234 Sample Contracts

SCS Hedged Opportunities Master Fund, LLC LIMITED LIABILITY COMPANY AGREEMENT June 4, 2010
Limited Liability Company Agreement • June 15th, 2010 • SCS Hedged Opportunities Master Fund, LLC • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT of SCS Hedged Opportunities Master Fund (the “Fund”) is dated and effective as of June 4, 2010 by and among the Organizational Member, SCS Capital Management, LLC, as Adviser, and each person hereinafter admitted to the Fund in accordance with this Agreement and reflected on the books of the Fund as a Member.

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Expense Limitation Agreement
Expense Limitation Agreement • June 15th, 2010 • SCS Hedged Opportunities Master Fund, LLC • Delaware

EXPENSE LIMITATION AGREEMENT, made as of this 4th day of June, 2010, by and among SCS Capital Management, LLC, a Delaware limited liability company (the “Adviser”), SCS Hedged Opportunities Fund, LLC and SCS Hedged Opportunities Master Fund, LLC (each a “Fund” and together, the “Funds”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 15th, 2010 • SCS Hedged Opportunities Master Fund, LLC • Delaware

AGREEMENT made as of this 4th day of June, 2010, by and among SCS Hedged Opportunities Fund, LLC, a Delaware limited liability company (the “Feeder Fund”), SCS Hedged Opportunities Master Fund, LLC, a Delaware limited liability company (the “Master Fund”, and together with the Feeder Fund, the “Funds”) and SCS Capital Management, LLC, a Delaware limited liability company (the “Adviser”).

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