EXHIBIT (P)
XXXXXXX XXXXX HEDGE FUND PARTNERS REGISTERED FUND, LLC
PURCHASE AGREEMENT
This PURCHASE AGREEMENT is made as of June 24, 2004 by and between
Xxxxxxx Sachs Hedge Fund Partners Registered Fund, LLC, a limited liability
company organized under the laws of the State of Delaware (the "Fund"), and
The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation ("GS Group").
WHEREAS, the Fund is a closed-end management investment company
registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act");
WHEREAS, the Fund proposes to issue and sell limited liability company
interests in the Fund ("Interests") 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 Investment Company Act requires each
registered investment company to have a net worth of at least $100,000
before making a public offering of its Interests;
NOW, THEREFORE, the Fund and GS Group agree as follows:
1. The Fund offers to sell to GS Group, and GS Group agrees to
purchase from the Fund, Interests of the Fund for an aggregate
price of $100,000 effective as of June 24, 2004.
2. GS Group represents and warrants to the Fund that it is acquiring
the Interests for investment purposes only and not with a view
toward resale or further distribution.
IN WITNESS WHEREOF, the Fund and GS Group have caused their duly
authorized officers to execute this Purchase Agreement as of the date first
written above.
GOLDMANS HEDGE FUND PARTNERS
REGISTERED FUND, LLC
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Managing Director
THE XXXXXXX SACHS GROUP, INC.
