UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

EILEEN S. SILVERS and RICHARD J.BRONSTEIN, individually and on behalf ofall others similarly situated,

Plaintiffs

V.

TREMONT GROUP HOLDINGS, INC.,TREMONT PARTNERS, INC., RYEINVESTMENT MANAGEMENT, INC.,OPPENHEIMER ACQUISITIONCORPORATION, MASSACHUSETTSMUTUAL LIFE INSURANCE CO., RYESELECT BROAD MARKET FUND, L.P.,f/k/a AMERICAN MASTERS BROADMARKET FUND, L.P., RYE SELECTBROAD MARKET PRIME FUND, L.P.,f/k/a/ AMERICAN MASTERS BROADMARKET PRIME FUND, L.P., RYESELECT BROAD MARKET XL FUND,L.P., ERNST & YOUNG, LLP, and KPMGLLP,

Defendants,

CIVIL ACTION NO.

CLASS ACTION COMPLAINT

JURY TRIAL DEMANDED

GRANT & EISENHOFER P.A.485 Lexington Avenue29t' FloorNew York, New York 10017Telephone: 646-722-8500Fax: 646-722-8501

Attorneysfor Plaintiffs

Plaintiffs, Eileen S. Silvers and Richard J. Bronstein, individually and on behalf of all

other persons similarly situated (the "Class"), by Plaintiffs' undersigned attorneys, make the

following allegations based upon the investigation of counsel, except as to the allegations

pertaining specifically to Plaintiffs and Plaintiffs' counsel that are based on personal knowledge.

The investigation Plaintiffs' counsel conducted included, inter alia, a review and analysis of

publicly available information, including but not limited to news articles and reports and filings

in court proceedings related to the Ponzi scheme perpetrated by Bernard L. Madoff ("Madoff'),

including complaints filed by the United States Government and Securities and Exchange

Commission (the "SEC") against Madoff and his investment firm, Bernard L. Madoff Investment

Securities , LLC ("BMIS"), and proceedings relating to the bankruptcy of BMIS , as follows:

BACKGROUND

1. This suit is a class action brought on behalf of all persons, other than defendants,

who purchased a limited partnership interest in the Rye Select Broad Market Fund, L.P.; or the

Rye Select Broad Market Prime Fund, L.P.; or the Rye Select Broad Market XL Fund, L.P.

(collectively, the "Rye Funds"), between December 21, 2003 through December 21, 2008 for

claims arising under the Securities Exchange Act of 1934 (the "Exchange Act") and for claims

arising under the Investment Advisers Act of 1940 (the "Advisers Act") (the "Exchange Act and

Advisers Act Class Period"); and between May 10, 1994 through December 21, 2008 for claims

arising under state law (the "State Claims Class Period"; collectively, the Exchange Act and

Advisers Act Class Period and State Claims Class Period are the "Class Period"), to recover

damages caused by defendants' violations of the federal securities laws and common law.

2. Plaintiffs and other limited partners in the Rye Funds entrusted their assets to

these funds' managers at Tremont Partners, Inc. ("Tremont"), the General Partner of each of the

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Rye Funds, who, in turn, invested the funds' assets with Madoff, through BMIS. The Rye Funds

had an estimated value of $3.1 billion, as of December 2008.

3. On December 10, 2008, Madoff confessed to senior employees that he had been

operating a Ponzi scheme, and that the accounts at BMIS were essentially worthless. Madoff

explained that for years he paid returns to certain investors out of the principal received from

other, different investors. Madoff stated that the business was insolvent and that it had been for

years. Madoff also stated that he estimated the losses from this fraud to be approximately $50

billion.

4. On December 11, 2008 , the U. S. Attorney brought criminal charges against

Madoff and the SEC filed a civil suit , alleging securities fraud by Madoff and BMIS. The

Securities Investor Protection Corporation ("SIPC") moved to protect the assets of Madoff and

BMIS, and commenced proceedings in the bankruptcy court. A court-appointed trustee is

overseeing the liquidation of BMIS' s assets and processing claims of customers who held

brokerage accounts at BMIS.

5. Like those individuals who invested directly with Madoff, investors in the Rye

Funds have seen their assets vanish as a result of Tremont's conduct and breaches of duty set

forth herein. Tremont promised investors it would provide careful due diligence and portfolio

management, yet did nothing of the kind.

6. Various red flags tipped off other investment professionals to the risks of

investing with Madoff, but Tremont ignored these warning signs. Tremont conducted no due

diligence or due diligence that was negligent and/or reckless. Tremont then failed to monitor

Madoff' s investment activities and did not ensure that proper controls were implemented to

guard against fraud, given the multiple roles Madoff and BMIS performed for the Rye Funds.

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Tremont essentially turned over the entire operation to Madoff and BMIS and collected fees

from the limited partners for providing virtually no services of value.

7. The Rye Funds' losses were also facilitated by the failure of the funds' auditors to

perform adequate audits in conformance with generally accepted auditing standards.

8. Plaintiffs seek to recover damages caused to the Class by defendants' violation of

Section 10(b) and 20(a) of the Exchange Act, as well as for common law fraud, negligent

misrepresentation and breach of fiduciary duty, and for rescission under the Advisers Act.

JURISDICTION AND VENUE

9. The claims asserted herein arise under Sections 10(b) and 20(a) of the Securities

Exchange Act, 15 U.S.C. §§ 78j and 78t(a), and Rule lOb-5, 17 C.F.R. § 240.10b-5, promulgated

thereunder by the SEC, the Investment Advisers Act, 15 U.S.C. § 80b-1 et seq. as well as under

the laws of the State ofNew York.

10. This Court has jurisdiction in this action pursuant to 28 U.S. C. §§ 1331, 1667 and

Section 27 of the Exchange Act, 15 U. S.C. 78aa.

11. Venue is proper in this judicial district pursuant to Section 22(a) of the Securities

Act, 15 U.S.C. §77v(a), Section 27 of the Exchange Act, 15 U. S.C. § 78aa, and 28 U.S.C.

§ 1391(b). Many of the alleged acts, transactions, and conduct occurred, at least in part, in this

District. Additionally, the Tremont Defendants, at all relevant times, resided, maintained their

headquarters or conducted substantial business in this District at 555 Theodore Fremd Avenue,

Rye, New York 10580 . Defendant Ernst & Young LLP maintains its U. S. headquarters in this

District at 5 Times Square, New York, New York 10036. Defendant KPMG LLP maintains its

U.S. headquarters this District , with offices at 757 Third Avenue, New York, New York 10017.

12. In connection with the acts alleged in this Complaint, defendants, directly or

indirectly, used the means and instrumentalities of interstate commerce, including, but not

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limited to, the mails, interstate telephone communications and the facilities of the national

securities markets.

PARTIES

13. Plaintiffs Eileen S. Silvers and Richard J. Bronstein, as tenants in common, own a

Limited Partnership interest in the Rye Select Broad Market Prime Fund, L.P. Plaintiffs invested

$ 580,000 with the Rye Select Broad Market Prime Fund, L.P. and their partnership interest was

valued at $ 685.978.79 as of October 31, 2008.

14. Defendant Rye Select Broad Market Fund, L.P., f/k/a American Masters Broad

Market Fund, L.P. ("Rye Broad Market"), is a Delaware limited investment partnership

organized on or about May 10, 1994.

15. Defendant Rye Select Broad Market Prime Fund , L.P., f/k/a/ American Masters

Broad Market Prime Fund, L.P. ("Rye Prime") is a Delaware limited investment partnership

organized on or about May 23, 1997. Rye Prime is a leveraged version of Rye Broad Market,

using access to a credit facility to leverage the investment in Rye Broad Market.

16. Defendant Rye Select Broad Market XL Fund, L.P. ("Rye XL") is Delaware

limited investment partnership organized on or about September 1, 2006. Rye XL is a fund

linked to three times leveraged exposure to Rye Broad Market. (Collectively, Rye Broad

Market, Rye Prime, and Rye XL are referred to as the "Rye Funds.")

17. Defendant Tremont Partners, Inc. ("Tremont") is an investment management firm

and is the General Partner of each of the Rye Funds. (Tremont is also referred to as the General

Partner of the Rye Funds.) Tremont has offices at 555 Theodore Fremd Avenue, Rye, New York

10580 . Tremont is registered with the SEC as an investment adviser under the Advisers Act.

18. Defendant Tremont Group Holdings, Inc. ("Tremont Group") is the corporate

parent of Tremont, and has offices at 555 Theodore Fremd Avenue, Rye, New York 10580.

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19. Defendant Rye Investment Management, Inc. ("Rye") is the division within

Tremont Group that manages, sells, and administers the Rye Funds. Rye has offices at 555

Theodore Fremd Avenue , Rye, New York 10580 . (Defendants Tremont, Tremont Group, and

Rye are referred to collectively as the "Tremont Entities.")

20. Defendant Oppenheimer Acquisition Corporation ("Oppenheimer") is a business

that specializes in investment advisory services. Oppenheimer's headquarters are located at 2

World Financial Center, New York, New York 10281. Tremont Group is a wholly-owned

subsidiary of Oppenheimer, which acquired it in 2001.

21. Defendant Massachusetts Mutual Life Insurance Co. ("MassMutual") is a

mutually owned financial protection, accumulation and income management company and is a

member of FINRA and SIPC. MassMutual is located at 1295 State Street, Springfield,

Massachusetts 01111-001. Oppenheimer is a wholly-owned subsidiary of MassMutual Holding

LLC, which is a subsidiary of MassMutual.

22. Defendant Ernst & Young LLP ("E&Y) is one of the largest professional services

firms in the world and one of the "Big Four" auditors . E&Y maintains its U. S. headquarters at 5

Times Square, New York, New York, 10036. E&Y conducted audits of the financial statements

of the Rye Funds until 2004.

23. Defendant KPMG LLP ("KPMG") is part of an international network of member

firms offering audit, tax and advisory services and is one of the Big Four auditing firms. KPMG

is the U.S. member firm of KPMG International, a Swiss cooperative. KPMG maintains its U.S.

headquarters at 757 Third Avenue, New York, New York 10017. KPMG replaced E&Y as

auditor for the Rye Funds in 2004, and first audited the Rye Funds' financial statements for the

fiscal year ended December 31, 2005 and issued unqualified opinions thereon on March 6, 2006.

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KPMG performed additional audits of the Rye Funds' financial statements for the fiscal years

ended December 31, 2006 and December 31, 2007, and issued unqualified opinions thereon on

March 26, 2007, and March 24, 2008, respectively.

24. Defendants the Rye Funds, the Tremont Entities, Oppenheimer, MassMutual,

E&Y, and KPMG are sometimes referred to herein collectively as the "Defendants."

PLAINTIFFS' CLASS ACTION ALLEGATIONS

25. Plaintiffs bring this action as a class action pursuant to Federal Rules of Civil

Procedure 23(a) and (b)(3) on behalf of all those persons who, between December 21, 2003

through December 21, 2008 for claims arising under the Exchange Act and for claims arising

under the Advisers Act (the "Exchange Act and Advisers Act Class Period"); and between May

10, 1994 through December 21, 2008 for claims arising under state law (the "State Claims Class

Period"; collectively, the Exchange Act and Advisers Act Class Period, and State Claims Class

Period are the "Class Period"), purchased limited partnership interests in any of the Rye Funds

and who were injured thereby (the "Class"). Excluded from the Class are Defendants, the

officers and directors of the Defendants, members of their immediate families and their legal

representatives, heirs, successors, or assigns, and any entity in which Defendants have or had a

controlling interest.

26. The members of the Class are so numerous that joinder of all members is

impracticable. The precise number of Class members is unknown to Plaintiffs at this time but is

believed to be in the hundreds or thousands, and will be ascertained through appropriate

discovery. Additionally, the names and addresses of the Class members can be ascertained from

the books and records maintained by the Rye Funds or its General Partner. Notice can be

provided to such Class members by a combination of published notice and first-class mail, using

techniques and a form of notice similar to those customarily used in securities class actions.

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27. Plaintiffs will fairly and adequately represent and protect the interests of the

members of the Class and have retained competent counsel experienced in class action litigation

to further ensure such protection.

28. Plaintiffs' claims are typical of the claims of the members of the Class because all

of the Class members' damages arise from and were caused by the same wrongful conduct of

Defendants that is complained of herein. Plaintiffs do not have any interests antagonistic to, or

in conflict with, the Class.

29. A class action is superior to other available methods for the fair and efficient

adjudication of this controversy. Since the damages suffered by individual Class members may

be relatively small, the expense and burden of individual litigation make it virtually impossibly

for the Class members individually to seek redress for the wrongful conduct alleged. Further the

sheer number of Class members would make it impracticable and cost ineffective for each

limited partner in any of the Rye Funds to bring individual claims. Plaintiffs cannot foresee any

difficulty in the management of this litigation that would preclude its maintenance as a class

action.

30. Common questions of law and fact exist as to all members of the Class and

predominate over any questions solely affecting individual members of the Class. Among the

questions of law and fact common to the Class are:

a. Whether Defendants owed Plaintiffs and other class members any fiduciary

duties;

b. Whether Defendants breached any fiduciary duties owed to Plaintiffs and other

class members;

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c. Whether statements made by Defendants to investors in the Rye Funds during the

Class Period misrepresented material facts about the business , operations, and

financial condition of the Rye Funds;

d. Whether statements made by Defendants to investors in the Rye Funds during the

Class Period misrepresented material facts about the extent of due diligence and

monitoring undertaken to protect the assets of the Rye Funds;

e. Whether Defendants acted knowingly or recklessly in making materially false and

misleading statements during the Class Period;

f. Whether the federal securities laws were violated by Defendants' acts as alleged

herein;

g. Whether Defendants' conduct alleged herein was intentional, reckless, or grossly

negligent and therefore violated the common law ofNew York; and

h. The extent of injuries sustained by the Class and the appropriate measure of

damages.

FACTUAL ALLEGATIONS PERTINENTTO CLAIMS FOR BREACH OF FIDUCIARY DUTY

The Madoff Ponzi Scheme

31. Madoff had operated BMIS since 1960. Madoff and BMIS were well-known and

respected among the Wall Street community for his trading activities and role as a market maker.

However, a separate arm of the business - operated on another floor, in offices to which few

other employees had access - engaged in money management and advisory services. Through

this arm, Madoff managed investments for wealthy individuals, non-profits, and funds invested

through hedge funds.

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32. Madoff offered impressive results - solid gains of 10 - 12%, quarter after quarter

(even when the rest of the market was down), year after year, with little fluctuation. He claimed

that these results were achieved through the "split-strike" conversion strategy, which purportedly

allowed him to profit even when overall indexes were down. In reality, however, Madoff was

operating an enormous Ponzi scheme, using funds from new investors to pay the prior investors.

In order to sustain this fraud, Madoff generated fraudulent client statements, documents supplied

to auditors, and other documents.

33. Madoff was able to sustain the scheme until the recent downtown in the stock

market, which caused many of his investors to cash out their investments. With this dramatic

increase in redemption requests, Madoff ran out of money and could not solicit new investors

fast enough. Thus, in early December, he was forced to reveal the longstanding fraud he had

been committing.

34. The news of Madoff's downfall took most investors by surprise, yet many

analysts and hedge fund managers had long been suspicious of Madoff's surprising results. The

numerous "red flags" that led these analysts and fund managers to steer clear of investing with

Madoff should have alerted Defendants that Madoff was operating some kind of fraud. For

example:

a. Madoff s returns were simply too good to be true. Several traders and hedge fund

operators used the same split-strike conversion strategy, and did not achieve the

same stellar results. Moreover, some professionals specifically tried to replicate

his results using the same strategy, and were unable to do so.

b. Given the volume of assets under Madoff's management, there were simply not

enough index options on the market to support the levels of his trading. And even

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if those options had existed, the market would have been impacted by and reacted

to such a large volume of options trades.

c. Madoff had physical custody of clients' assets, whereas typically an investment

manager makes trades on his clients ' behalf but the assets are actually held by a

third party financial institution, so the manager cannot withdraw the clients'

funds. Because Madoff held the assets, his firm generated the monthly statements

itself, rather than a third party that could have provided independent verification

of the results he was reporting.

d. Madoff s auditor was a three-person firm, which would not have had the

sophistication or expertise to audit an advisor in charge of a reported $17 billion

in assets. The accounting firm's employees include a 78-year-old living in

Florida and a secretary, and Madoff was its only client.

e. The form of the BMIS statements was itself a red flag. In the age of internet

access to financial data, customers typically can view and track their holdings on

line, but Madoff s clients did not have this access. Further, the statements were

prepared in an outdated format, in terms of both the bookkeeping format used and

extent of account detail. Additionally, one accountant has noted that the

statements appeared to have been printed using a computer printer that was

virtually antique - a type used before the dot matrix printers used in the 1990s.

f. Press accounts indicate that a cursory analysis of the stock trades reported on an

account statement with the actual trading prices on the relevant date would have

shown that the prices did not match.

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g. Other investment managers noted inconsistencies between customer account

statements and the audited BMIS financial statements filed with the SEC. In

particular, the stock holdings reported in the quarterly statements of BMIS filed

with the SEC appeared too small to support the size of the assets Madoff claimed

to be managing.

h. Madoff insisted on an unusual degree of secrecy, regarding both his clientele and

his investment strategy. His role was also concealed from investors in the feeder

funds. His refusal to provide transparent information on his strategy caused

several cautious fund managers and advisors to shy away from dealing with him.

i. In addition to those on Wall Street who privately questioned the legitimacy of

Madoff's methods, at least two publications aired concerns in 2001. In the May

7, 2001 edition of Barron's, an article entitled "Don't Ask, Don't Tell" raised

questions regarding his business. The author noted that some of Madoff s billion-

dollar funds had never had a down year and reported on speculation on Wall

Street that Madoff was using his market-making business to subsidize and smooth

out the returns on the funds. The author suggested that investors should seek

greater transparency in an investment strategy than Madoff was providing. The

article also quoted one former investor who had pulled out his money when

Madoff could not explain how a particular month's results were generated. Also

in May 2001, Michael Ocrant raised many of the same concerns in an article that

appeared in Institutional Investor and the MAR/Hedge report (an industry

publication). In this article, Ocrant referred to over a dozen hedge fund

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professionals who questioned why no one else using the split-strike conversion

strategy had similarly impressive results.

The Rye Funds' Investments with Madoff

35. Despite these warning signs, Tremont invested 100% of the Rye Broad Market

assets with Madoff. Similarly, Rye Prime and Rye XL were leveraged versions of Rye Broad

Market, and thus were equally exposed to the risk of investing all the funds' assets with Madoff.

36. Ignoring its fiduciary duties, Tremont failed to conduct even the most rudimentary

due diligence on Madoff. Instead Tremont relied on the "reputation" of Madoff without

conducting any investigation of Madoff and his operation, and/or an analysis of the trading

strategies and investment returns reported by Madoff, which remained suspiciously and

consistently high even during adverse market conditions.

37. Unlike Tremont, other investment advisors who conducted due diligence on

Madoff and ran even the most simplistic models testing the validity of Madoff' s results

recognized the fraudulent irregularities with Madoff s investments.

38. Had Tremont conducted adequate due diligence - if indeed any due diligence was

conducted at all - Tremont would have discovered the red flags that other managers saw and

would not have invested the Rye Funds with Madoff. The failure to conduct such due diligence

was a reckless breach of Tremont's fiduciary duty to Plaintiffs and the Rye Funds' other limited

partners.

39. Tremont also failed to supervise, monitor and manage the investments of the Rye

Funds, in violation of its fiduciary duties as set forth in the offering memoranda issued to

prospective investors , and under the laws of both New York and Delaware . If Tremont had

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applied the appropriate degree of scrutiny of Madoff's operations, it would have discovered

material irregularities in the investments, operations and financial reporting of Madoff.

40. For example, Tremont should not have allowed Madoff to operate as the

investment advisor while BMIS functioned as the asset custodian, without verification that

appropriate internal controls were in place to ensure the separation of these two functions. Yet

Tremont took no steps to safeguard the Rye Funds' assets and it was this very overlap in duties

that enabled Madoff to perpetuate the fraud.

41. Tremont's own faith in Madoff diminished at some point in 2007, yet it, together

with Rye, continued to solicit new investors. The audited financial statements for the Rye Broad

Market Fund indicate that Tremont withdrew 92% of its investment during 2007, and the audited

financial statements for the Rye Prime Fund indicate that Tremont withdrew 94% of its

investment the same year. Tremont sought to protect its own capital, yet took no steps to

diversify the holdings of the Rye Funds or otherwise alter the investment strategy, in breach of

its duty of due care.

COUNT I

For Breach of Fiduciary Duty(Against Tremont)

42. Plaintiffs repeat and reallege each and every allegation contained in the foregoing

paragraphs as if fully set forth herein.

43. As General Partner of the Rye Funds, Defendant Tremont owes a fiduciary duty

to Plaintiffs and the other Class members.

44. Defendant Tremont has breached its fiduciary duty to Plaintiffs and other Class

members, by failing to use due care in the investment and management of the assets of the Rye

Funds.

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45. Defendant Tremont has failed to fulfill its fiduciary duty owed to Plaintiffs and

other members of the Class by acting in bad faith, with gross negligence and in utter disregard

for due care and reasonable and prudent investment standards.

46. As a proximate result of Tremont's bad faith breach of fiduciary duty, Plaintiffs

and other Class members have sustained damages and have lost most, if not all, of their

respective investments in an amount yet to be determined, and to be proven at trial.

47. By reason of the foregoing , Defendant Tremont is liable to Plaintiffs and other

limited partners of the Rye Funds who continue to own their interests in the Rye Funds.

FACTUAL ALLEGATIONS PERTINENT TO OTHER CLAIMS FOR RELIEF

The Rye Funds Solicited Investors Using False, Misleading Information

48. Prior to and during the Class Period, Tremont, Rye, and the Rye Funds offered

participation in Limited Partnerships in the Rye Funds to qualified investors such as Plaintiffs.

Participation was offered primarily through offering memoranda, such as the Rye Prime Fund's

Amended and Restated Confidential Private Placement Memorandum, dated July 1, 2006 (the

"Offering Memorandum"). While the Offering Memorandum may have been amended or

revised from time to time, it remained the same in all relevant, material respects.

49. Specifically, the Offering Memorandum remained consistent with respect to the

material misrepresentations and omissions contained therein . Neither the Offering Memorandum

nor any other offering material used to solicit investments in the Rye Funds disclosed that the

majority of the Fund' s assets were invested with Madoff, BMIS, or other Madoff-controlled

entities.

50. Nor does the Offering Memorandum disclose the fact that Madoff and BMIS were

fulfilling three roles generally filled by three separate companies: Madoff was the investment

advisor, and BMIS was both the custodian for the Rye Funds' account and the broker/dealer for

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the trades that were purportedly made on the Funds' behalf. The risk posed by having related

parties perform all three functions was not disclosed to investors.

51. Tremont, Rye, and the Rye Funds knew that this was a material risk yet recklessly

omitted the information from the Offering Memorandum.

52. Tremont, the General Partner, boasted on its website of its "thorough manager

research, careful due diligence, advanced risk allocation and time-tested portfolio management."

In truth, Tremont and Rye provided virtually no due diligence or management expertise and did

not properly assess the risk to the Rye Funds' limited partners of having all the assets invested

with and managed by Madoff.

53. The Offering Memorandum also describes defendant Tremont as being

"responsible for the day-to-day administration and operation of the Partnership." Tremont

"ha[d] primary responsibility for monitoring the ongoing activities of [Madoff]," and its duties

included "review[ing] the confirmations of the Partnership's trading activity for purposes of

tracking the current status of the Partnership's accounts." However, Tremont could not have

been monitoring the trades as represented because had it done so, Tremont would have

discovered that the confirmations did not support the investment strategy Madoff purportedly

used or the returns supposedly generated.

54. Tremont, Rye, and the Rye Funds knew that the Offering Memorandum

misrepresented the extent of oversight and monitoring Tremont provided for the Rye Funds.

55. The statements of Tremont, Rye, and the Rye Funds were also materially false

and misleading in conveying the impression that Rye and Tremont maintained a system of

internal controls to provide ongoing due diligence, oversight and portfolio management. In

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reality, Tremont and Rye abdicated their responsibility and entrusted the assets of the Rye Funds

to Madoff and BMIS.

56. The Offering Memorandum and Rye Funds fact sheets described the Rye Funds'

investment strategy as one seeking long-term growth, entrusting the assets to advisors with

"conservative investment styles [who] have demonstrated, over a prolonged period of time and

under all economic and market conditions, their ability to achieve consistent returns."

57. In making these misleading statements, Tremont, Rye, and the Rye Funds falsely

implied that Rye and Tremont were investing the Rye Funds' assets prudently by using managers

with conservative approaches, when all the funds were invested with Madoff, who would not

explain his investment strategy and took the unusual approach of having his related firm act as

broker/dealer and custodian. Further, the statements implied that Rye and Tremont had

undertaken extensive due diligence before deciding to invest with Madoff, when no such due

diligence had been conducted.

58. Rye and Tremont acted recklessly in not thoroughly investigating Madoff's

strategy, not verifying that the necessary controls were in place, and not pursuing the many red

flags that existed.

59. Tremont, Rye, and the Rye Funds knew that they had not conducted adequate due

diligence or imposed proper controls, and that the representations in the Offering Memorandum

regarding their due diligence and oversight were misleading.

The Rye Funds' Auditors

60. Defendants E&Y and KPMG performed their work as auditors of the Rye Funds'

annual financial statements in a reckless manner inconsistent with the standards of the auditing

profession and as required by Generally Accepted Auditing Standards ("GAAS")

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61. Defendants E&Y and KPMG either knew of or recklessly disregarded: (a) the

concentration of the Rye Funds' investments in a single third party investment manager, Madoff;

(b) the materially heightened risk to the Rye Funds' assets from such reliance on Madoff,

particularly given the lack of transparency of Madoff's operations; (c) the abnormally high and

stable positive investment results reportedly obtained by Madoff; (d) the inconsistency between

BMIS' publicly available financial information concerning its assets and the purported amounts

that Madoff managed for clients such as Tremont; and (e) the fact that BMIS itself was audited

by a small, obscure accounting firm, Friehling & Horowitz, which has its offices in Rockland

County, New York and had no experience auditing entities of the apparent size and complexity

of BMIS.

62. KPMG, in its annual audit reports, represented to the limited partners of the Rye

Funds that it had performed its audits in accordance with GAAS and that the financial statements

were prepared in conformity with Generally Accepted Accounting Principles (GAAP). The

American Institute of Certified Public Accountants (AICPA) through the Auditing Standards

Board has developed and codified Statements on Auditing Standards (hereinafter referred to as

AU Section #) which interpret GAAS.

63. In its annual audit reports, KPMG represented that it examined evidence

supporting the amounts and disclosures in the financial statements and that its audits provided it

with a reasonable basis to conclude that the financial statements were not materially misstated.

64. These statements were false , as KPMG' s audits did not conform to GAAS. Had

KPMG not recklessly violated GAAS, it would have discovered the fraudulent information

underlying the Rye Funds' false and misleading financial statements.

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65. GAAS requires that an auditor exercise due professional care in performing an

audit and in preparing the audit report. GAAS also requires that each audit be planned and

performed with an attitude of professional skepticism. KPMG failed to exercise due professional

care in the performance of its audits of the Rye Funds' financial statements during the relevant

time period. KPMG failed to adhere to professional auditing standards by:

a. failing to understand Rye's internal control structure sufficiently;

b. failing to obtain sufficient competent evidential matter;

c. failing to amend their audit procedures to take into consideration related party

transactions;

d. failing to conduct an effective confirmation process; and

e. failing to extend its audit procedures in light of the warning signs of fraud.

66. KPMG failed to assess internal controls: GAAS required KPMG to assess the

Rye Funds' internal accounting and reporting controls as an integral part of performing their

audits of the Rye Funds . AU Section 319, Consideration of Internal Control in a Financial

Statement Audit and, for audits after 2006, AU Section 314, Understanding the Entity and its

Environment and Assessing the Risk of Material Misstatement , require an auditor to obtain an

understanding of internal controls sufficient to plan an effective audit. KPMG knew that the

amounts and disclosures in the Rye Funds' financial statements were reliant on internal

accounting and reporting controls being carried out by entities other than the Rye Funds.

67. For example, the Rye Funds were relying on the following internal controls being

in place and operating effectively, among others , at various other entities:

a. the internal controls designed and implemented by the General Partner in

monitoring the ongoing activities of the investment advisor (i.e., Madoff);

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b. the internal controls designed and implemented by the General Partner to confirm

the Rye Funds' trading activity;

c. the internal controls designed and implemented by its investment advisor

(Madoff) over the purchase and sale of securities;

d. the internal controls designed and implemented by its custodian (i.e., BMIS) to

confirm trading activity, the receipt and disbursement of cash and security

positions, and the physical security of cash and portfolio positions; and

e. the internal controls designed and implemented by its administrator (Tremont

Partners , which was then replaced with BNY Alternative Investment Services)

over cash, portfolio positions and general ledger account reconciliations and

certain custodial services.

68. Therefore, in order for KPMG to perform an audit in accordance with GAAS it

was required to obtain an understanding of the internal controls not only at the Rye Funds but

also at the General Partner, the investment advisor, the custodian and the administrator.

69. Under AU Section 332 , Auditing Derivative Instruments, Hedging Activities, and

Investment in Securities, KPMG needed to assess the part of Rye Funds' accounting done by

Madoff as the investment advisor, including the following:

a. the purchase and sale of securities;

b. collection and distribution of income;

c. maintenance of security records; and

d. the pricing of securities.

20

70. To assess Madoff's accounting, KPMG should have reviewed reports issued by

independent auditors, internal auditors and regulatory authorities regarding the information

systems and internal controls Madoff had implemented.

71. KPMG was obligated to assess the internal controls of Madoff, BMIS, Tremont,

and BNY Alternative Investment Services , all of which are considered service organizations. A

service organization is an entity that designs and implements internal controls over financial

information on which another entity relies.

72. AU Section 324, Service Organizations , governs the audit procedures KPMG

should have performed on the internal controls designed and implemented by the service

organizations at issue here. KPMG should have obtained audit evidence that the service

organizations' controls were in place and operating effectively by performing one of or several

of the following audit procedures:

a. testing the Rye Funds' internal controls over the activities of the service

organizations;

b. testing the controls at the service organizations; and/or

c. obtaining the service organizations' auditors' reports on controls placed in

operation and the related tests of operating effectiveness. Such a report is usually

referred to as a SAS 70 Report, which would tell KPMG whether the tests and

results of the service organizations' auditors are relevant to the assertions made in

the Rye Funds' financial statements.

73. In determining if the service organizations' auditors' reports could be relied on

KPMG should have considered the guidance in AU Section 543, Part of Audit Performed by

Other Independent Auditors, which obligates the auditor to make inquiries of the professional

21

reputation of the service organizations' auditors. Such inquiries would have been directed to the

AICPA and applicable state society of certified public accountants and other practitioners. In

addition , KPMG should have obtained a representation from the auditors of the service

organizations confirming that they are independent under the requirements of the AICPA, and

should have informed the auditors of the service organizations that their reports were being relied

upon in KPMG's audit of the Rye Funds. KPMG also should have ascertained that the auditors

of the service organizations are familiar with GAAP and have conducted their review of the

servicing organizations ' internal controls in accordance with GAAS.

74. Additionally, in accordance with AU Section 543, KPMG should have visited the

service organizations' auditors to discuss procedures performed and results thereof, reviewed the

internal control review programs used by the service organizations' auditors or issued specific

instructions outlining work that KPMG would have wanted the service organizations' auditors to

perform; and reviewed the working papers of the service organizations ' auditors.

75. Had KPMG performed these audit procedures as required by GAAS in connection

with understanding the Rye Funds' internal accounting and reporting controls it would have

discovered the following:

a. the auditor of the General Partner did not opine on the controls that were relevant

to the assertions made by Rye Funds in their financial statements including those

related to the purchase and sale of securities;

b. the auditor for Madoff and BMIS was unqualified to perform audits or issue

reports on the processing of transactions and the related design and effectiveness

of internal controls on behalf of Madoff as the investment advisor or BMIS as the

custodian; and

22

c. the auditor of the administrator did not opine on the controls that were relevant to

the assertions made by the Rye Funds in their financial statements including those

related to purchase and sale of security transactions and the physical security of

portfolio positions.

76. Had KPMG performed these audit procedures as required by GAAS it would have

led KPMG to perform the actual tests of internal accounting and reporting controls at the various

service organizations, which would have easily unraveled the fraud.

77. KPMG ignored related party warning signs: GAAS, specifically, AU Section

334, Related Parties, says that an audit should identify related parties and the auditor should

examine and fully understand related party transactions. GAAS defines a related party as an

entity that can control or significantly influence the management or operating policies of another

entity to an extent that one of the transacting parties might be prevented from fully pursuing its

own separate interest . GAAS warns the auditor to be aware that the substance of a related-party

transaction may be significantly different from its form and that financial statements should

recognize the substance of transactions rather than merely their legal form.

78. In connection with the audit of the Rye Funds, KPMG was aware of related party

transactions. The most prevalent of these was the concentration of multiple roles in entities

controlled by Madoff, which is disclosed in the footnotes to the financial statements as follows:

The Partnership's assets are currently managed by a singleportfolio manager who has investment discretion with respect tosuch assets. ... This manager, through an affiliated registeredbroker/dealer, also acts as custodian for the Partnership assets itmanages.

79. This seemingly innocuous disclosure does not convey that this related-party

arrangement, whereby the manager controls the custodian, is akin to allowing the proverbial fox

to guard the hen house. Had KPMG properly analyzed this relationship, it would have been

23

required to amend the nature, timing and extent of its audit procedures. But KPMG neither

obtained an understanding of the business purpose of the relationship nor inspected evidence in

possession of the custodian, BMIS. Had KPMG complied with AU Section 334, it would have

easily uncovered the fraud.

80. Although the related party relationship was disclosed, this disclosure did not

negate KPMG's responsibility under GAAS to probe further and did not remedy the fact that the

financial statements were not prepared in accordance with GAAP.

81. Additionally, one of the fundamental internal accounting controls is the

segregation of non-compatible duties. Thus, the portfolio manager who initiated the security

transactions (Madoff) should have been separate from the custodian, who is responsible for the

delivery and receipt of securities, the collection of income, and the holding and safekeeping of

Rye's assets (BMIS). Had this basic internal control been operating, KPMG could have relied

on the information received from the custodian as representing a complete record of the Rye

Fund' security transactions. But without the effective operation of this essential internal control,

KPMG was merely receiving a carbon copy of the information from Madoff as both the portfolio

manager and the custodian about the Rye Funds' security transactions.

82. KPMG was therefore unable to accomplish the audit objective of determining the

completeness and accuracy of the security transactions and the physical security of the resulting

positions.

83. The conflict of interest inherent in the overlapping roles of Madoff and BMIS

should have been a warning sign to KPMG, yet KPMG recklessly disregarded the risk of fraud.

84. KPMG Relied on Invalid Evidence, Which Was Not Properly Confirmed: KPMG

did not verify the assertions in the financial statements with sufficient supporting evidential

24

documentation. Claims made in the financial statements about the amount of purchase and sale

transactions , dividends, interest and realized gains and investment assets were not supported by

persuasive audit evidence , in violation of AU Section 326, Evidential Matter. Although the

particular circumstances of each audit dictate the amount and type of evidence that is persuasive,

the general principles regarding evidential matter require the auditor to obtain evidence from

independent sources, where there are effective internal controls or based on the auditor's direct

knowledge . KPMG should have known that the audit evidence it was relying on to support its

audit reports was insufficient insofar as:

a. It was inadequate because the Rye Funds were incapable of implementing

effective monitoring of the investment manager who initiated, executed, and

accounted for the transactions;

b. It was irrelevant to the assertions made by the Rye Funds in their financial

statements because the evidence was obtained from a custodian (BMIS) who was

not independent of the investment adviser (Madoff); and/or

c. It was insufficient because it was received from unqualified auditors, which

KPMG would have realized had it obtained SAS 70 reports from the custodian

(BMIS) and the investment adviser (Madoff).

85. KPMG's inability to obtain sufficient and competent evidential matter should

have caused KPMG to extend its audit procedures by assessing the internal controls at the

service organizations, which would have directed KPMG to discover the fraud or, at the very

least, would have caused KPMG to issue a disclaimer audit report in light of the limitation of the

audit scope.

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86. Pursuant to AU Section 330, The Confirmation Process, third-party confirmation

of amounts included in financial statements is critical for providing reliability for the purposes of

an independent audit. KPMG should have obtained evidence directly from third parties about

assertions made in the Rye Funds' financial statements, including, among others, the assertions

regarding the existence of security purchases and sales, the amounts recorded for dividends, the

interest and realized gains, and the investment assets held at year end.

87. GAAS also cautions the auditor that if the third party providing evidence is the

custodian of a material amount of his client's assets, the auditor should exercise a heightened

degree of professional skepticism. Given that BMIS held 100% of the Rye Funds' assets - and

was affiliated with Madoff, the portfolio manager - KPMG should have realized that such

skepticism was called for. Had KPMG applied the appropriate level of scrutiny, it would have

discovered the substandard audit evidence they had received to support the amounts recorded in

the financial statements for securities transactions, dividends, interest, realized gains and

investment assets.

88. Without an effective confirmation process , KPMG failed to comply with GAAS

and instead relied on evidence that was in essence generated internally and falsified by the single

person, who functioned as both portfolio manager and, through BMIS, as the affiliated

broker/dealer and custodian.

89. In short, KPMG conducted its audits in a reckless manner, ignoring the obvious

areas that required further inquiry, which, had they been pursued, would have revealed the fraud

that Madoff had been perpetrating.

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Loss Causation

90. Plaintiffs invested $ 580,000 in the Rye Funds, and received periodic statements

showing that his investment had increased in value. As of October 31, 2008, Plaintiffs' limited

partnership interest in the Rye Prime Fund was valued at $ 685,978.79.

91. As a result of Defendants' conduct, Plaintiffs invested principal in the Rye Prime

Fund. This principal and the purported gains thereon were lost when Madoff revealed his fraud

on December 11, 2008.

92. Defendants' conduct, as alleged herein, proximately caused foreseeable losses to

Plaintiffs and other members of the Class.

COUNT II

For Violation of Section 10(b) of the Exchange Act andRule 10b-5 of the Securities and Exchange Commission

(Against All Defendants)

93. Plaintiffs repeat and reallege each and every allegation contained in the foregoing

paragraphs as if fully set forth herein.

94. This Count is asserted against all Defendants and is based upon Section 10(b) of

the Exchange Act, 15 U.S.C. §78j(b), and Rule lOb-5 promulgated thereunder.

95. During the Class Period, Defendants directly engaged in a common plan, scheme,

and unlawful course of conduct, pursuant to which they knowingly or recklessly engaged in acts,

practices, and courses of business which operated as a fraud and deceit upon Plaintiffs and the

other members of the Class, and made various deceptive and untrue statements of material facts

and omitted to state material facts necessary in order to make the statements made, in light of the

circumstances under which they were made, not misleading to Plaintiffs and the other members

of the Class. The purpose and effect of said scheme, plan, and unlawful course of conduct was,

27

among other things, to induce Plaintiffs and the other members of the Class to purchase limited

partnership investment interests in the Rye Funds.

96. During the Class Period, Defendants, pursuant to said scheme, plan, and unlawful

course of conduct, knowingly and recklessly issued, caused to be issued, participated in the

issuance of, the preparation and issuance of deceptive and materially false and misleading

statements to Plaintiffs and the other class members as particularized above.

97. Defendants Rye, Tremont, the Rye Funds, Oppenheimer, and MassMutual

knowingly misrepresented the extent and quality of due diligence and oversight that Rye and

Tremont afforded the Rye Funds.

98. Defendants E&Y and KPMG knowingly misrepresented that they conducted their

audits of the Rye Funds in compliance with GAAS.

99. In ignorance of the false and misleading nature of the statements described above

and the deceptive and manipulative devices and contrivances employed by said Defendants,

Plaintiffs and the other members of the Class relied, to their detriment, on such misleading

statements and omissions in purchasing limited partnerships in the Rye Funds.

100. Plaintiffs and the other members of the Class have suffered substantial damages

as a result of the wrongs alleged herein in an amount to be proved at trial.

101. By reason of the foregoing, Defendants directly violated Section 10(b) of the

Exchange Act and Rule lOb-5 promulgated thereunder in that they: (a) employed devices,

schemes, and artifices to defraud; (b) made untrue statements of material facts or omitted to state

material facts necessary in order to make the statements made, in light of the circumstances

under which they were made, not misleading; or (c) engaged in acts, practices, and a course of

28

business which operated as a fraud and deceit upon Plaintiffs and other members of the Class in

connection with their acquisitions of limited partnership interests in the Rye Funds.

COUNT III

For Violation of Section 20(a) of the Exchange Act(Against Rye, Tremont, Oppenheimer, and MassMutual)

102. Plaintiffs repeat and reallege each and every allegation contained in the foregoing

paragraphs as if fully set forth herein.

103. Defendants Rye and Tremont acted as a controlling person of the Rye Funds

within the meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their

positions , participation in and/or awareness of the Rye Funds' operations, and/or intimate

knowledge of the Rye Funds' products, sales , accounting, plans and implementation thereof, they

had the power to influence and control and did influence and control, directly or indirectly, the

decision-making of the Rye Funds, including the content and dissemination of the various

statements that Plaintiffs contend are false and misleading. Defendants Rye and Tremont had the

ability to prevent the issuance of the statements or cause the statements to be corrected.

104. Defendant Oppenheimer acted as a controlling person of Tremont within the

meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of its position,

participation in and/or awareness of the Rye Funds' operations, and/or intimate knowledge of the

Rye Funds' products, sales , accounting, plans and implementation thereof, Oppenheimer had the

power to influence and control and did influence and control, directly or indirectly through

Tremont, the decision-making of the Rye Funds, including the content and dissemination of the

various statements that Plaintiffs contend are false and misleading. Defendant Oppenheimer had

the ability to prevent the issuance of the statements or cause the statements to be corrected.

29

105. Defendant MassMutual acted as a controlling person of Oppenheimer within the

meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of its position,

participation in and/or awareness of the Rye Funds' operations, and/or intimate knowledge of the

Rye Funds' products, sales , accounting, plans and implementation thereof, MassMutual had the

power to influence and control and did influence and control, directly or indirectly through

Oppenheimer, the decision-making of the Rye Funds, including the content and dissemination of

the various statements that Plaintiffs contend are false and misleading. Defendant MassMutual

had the ability to prevent the issuance of the statements or cause the statements to be corrected.

106. Defendants Rye and Tremont had direct and supervisory involvement in the day-

to-day operations of the Rye Funds and, therefore, are presumed to have had the power to control

or influence the particular statements giving rise to the securities violations as alleged herein, and

exercised the same.

107. Defendant Oppenheimer had direct and supervisory involvement in the day-to-

day operations of Tremont and, therefore, is presumed to have had the power to control or

influence the particular statements giving rise to the securities violations as alleged herein, and

exercised the same.

108. Defendant MassMutual had direct and supervisory involvement in the day-to-day

operations of Oppenheimer and, therefore, is presumed to have had the power to control or

influence the particular statements giving rise to the securities violations as alleged herein, and

exercised the same.

109. By virtue of their position as a controlling person, Defendants Rye, Tremont,

Oppenheimer, and MassMutual are liable pursuant to Section 20(a) of the Exchange Act. As a

direct and proximate result of the wrongful conduct, Plaintiffs and the other members of the

30

Class suffered damages in connection with their acquisitions of limited partnership interests in

the Rye Funds.

COUNT IV

For Violation of Common Law Fraud(Against All Defendants)

110. Plaintiffs repeat and reallege each and every allegation contained in the foregoing

paragraphs as if fully set forth herein.

111. Plaintiffs and other members of the Class in reasonable and justifiable reliance

upon the statements and representations made by Defendants, as previously set forth herein,

purchased limited partnership investment interests in the Rye Funds.

112. Plaintiffs and other members of the Class would not have purchased their limited

partnership investment interests in the Fund except for their reliance upon the representations

made by Defendants, and would never have purchased them had they been aware of the material

omissions and concealment by Defendants of the inadequate due diligence undertaken by Rye

and Tremont, the absence of true monitoring of the Rye Funds' portfolio, and the failure of the

Rye Funds ' auditors to conduct their audits in accordance with GAAS, enabling them to

overlook the fraud that would have been obvious to an auditor applying the appropriate standard

of care.

113. At the time Defendants made the statements and representations, Defendants

knew or should have known them to be false, and Defendants intended to deceive Plaintiffs and

other members of the Class by making such statements and representations.

114. At the time of the false statements, misrepresentations and omissions , set forth

above, each of the Defendants intended that Plaintiffs and other members of the Class would act

on the basis of the misrepresentations and omissions in determining whether to purchase limited

31

partnership interests in the Fund. Plaintiffs and other Class members reasonably relied thereon

to their detriment in making such decisions.

115. Had Plaintiffs and other members of the Class known of the material facts that the

Defendants wrongfully concealed and misrepresented, and the falsity of the Defendants'

representations, Plaintiffs and other Class members would not have purchased their limited

partnership investment interests in the Rye Funds.

116. Plaintiffs and other members of the Class, as a result of their purchase of limited

partnership investment interests in the Rye Funds and by reasons of the Defendants' wrongful

concealments and misrepresentations, have sustained damages and have lost a substantial part (if

not all ) of their respective investments in an amount yet to be determined, and to be proven at

trial.

117. By reason of the foregoing, Defendants are jointly and severally liable to

Plaintiffs and other class members.

118. Defendants' fraudulent acts were willful and wanton and Plaintiffs and other

Class members are entitled to punitive damages.

COUNT V

Negligent Misrepresentation(Against All Defendants)

119. Plaintiffs repeat and reallege each and every allegation contained in the foregoing

paragraphs as if fully set forth herein.

120. Defendants Rye, Tremont, Oppenheimer, and MassMutual owed to Plaintiffs and

other Class members a duty: (a) to act with reasonable care in preparing and disseminating the

Offering Memorandum and in making other representations relied upon by Plaintiffs and other

Class members in deciding to purchase their limited partnership investment interests in the Rye

32

Funds; and (b) to use reasonable diligence in determining the accuracy of and preparing the

information contained in the Offering Memorandum.

121. Defendants E&Y and KPMG knew that their audited financial statement reports

would be provided to limited partners and potential investors in the Rye Funds and would be

relied on by them in making investment decisions concerning the Rye Funds' limited partnership

interests. The end and aim of the audit engagements was to provide an audit report to the limited

partners, who comprised a discrete and finite group of persons and entities whose identities were

known to E&Y and KPMG.

122. Defendants E&Y and KPMG owed to Plaintiffs and other Class member a duty:

(a) to act with reasonable care in preparing their audit reports of the Rye Funds' financial

statements, which financial statements were relied upon by Plaintiffs and other Class members in

deciding to purchase their limited partnership investment interests in the Rye Funds; and (b) to

use reasonable diligence in determining the accuracy of the information contained in the

financial statements and in preparing the auditors' reports.

123. The Defendants breached their duties to Plaintiffs and other Class members by

failing to investigate, confirm, prepare and review with reasonable care the information

contained in the Offering Memorandum and other representations, including the audited annual

financial statements.

124. Neither the Offering Memorandum nor any other offering material used in

soliciting investment in the Rye Funds ever disclosed that virtually all of the Funds' assets were

invested with Madoff, BMIS or other Madoff controlled entities; or that there were inadequate

controls in place to ensure that the multiple roles played by Madoff and BMIS were not

exploited. Nor did the audited financial statements reveal that the auditors had failed to probe

33

the adequacy of the Rye Funds' internal controls or the controls established by Madoff and

BMIS to ensure the functions of each entity remained separate, or the accuracy of the

information received from third parties regarding the Rye Funds' assets.

125. As a direct, foreseeable and proximate result of this negligence , Plaintiffs and

other Class members have sustained damages and have lost a substantial part (if not the entirety)

of their respective investments in an amount yet to be determined, and to be proven at trial.

126. By reason of the foregoing, Defendants are jointly and severally liable to

Plaintiffs and other Class members.

COUNT VI

For Rescission Under the Advisers Act(Against Rye and Tremont)

127. Plaintiffs repeat and reallege each and every allegation contained in the foregoing

paragraphs as if fully set forth herein.

128. Tremont acted as an "investment adviser" to Plaintiffs and other members of the

Class pursuant to the Advisers Act.

129. By executing individual subscriptions, fully incorporating the terms of the

Offering Memorandum, Plaintiffs and Tremont executed "investment advisory contracts" under

the Advisers Act.

130. As a registered investment adviser, Tremont was responsible for meeting the

statutory standards set forth in the Advisers Act, 15 U. S.C. § 80b-6 (2). Specifically , Tremont

could not engage in any transaction, practice, or course of business which operates as a fraud or

deceit upon any client or prospective client.

131. Tremont breached its duties to Plaintiffs and the other Class members by

engaging in a course of conduct which operated as a fraud or deceit on Plaintiffs and the Class.

34

132. Tremont knowingly omitted that Madoff and BMIS would serve the roles of fund

advisor, broker/dealer, and custodian, despite the materiality of this information.

133. Tremont knowingly misrepresented that it had conducted adequate due diligence

on Madoff and on the controls in place within his firm to ensure that having Madoff and BMIS

fulfill multiple roles would not put the assets of the Rye Funds at risk.

134. Tremont knowingly misrepresented the extent of ongoing monitoring it provided

to the Rye Funds.

135. Plaintiffs and other Class members have been damaged as a result of Tremont's

breach of its duties under the Advisers Act.

136. As a result, Plaintiffs and the other Class members are entitled to rescission of

their investment adviser contracts with Tremont and to recover all fees and commission paid in

connection to Plaintiffs' and other Class members' investments in the Rye Funds.

PRAYER FOR RELIEF

WHEREFORE, Plaintiffs pray for relief and judgment, as follows:

A. determining that this action is a proper class action, designating Plaintiffs

as Lead Plaintiffs and certifying Plaintiffs as Class Representative under Rule 23 of the Federal

Rules of Civil Procedure and Plaintiffs' counsel as Lead Counsel;

B. awarding compensatory damages in favor of Plaintiffs and the other Class

members against all Defendants, jointly and severally, for all damages sustained as a result of

Defendants' wrongdoing, in an amount to be proven at trial, including interest therein;

C. awarding punitive damages as appropriate;

D. rescinding all contractual relationships between Plaintiffs and Defendants

and a return of all principal payments made by Plaintiffs to Defendants;

35

E. awarding Plaintiffs and the Class their reasonable costs and expenses

incurred in this action, including counsel fees and expert fees; and

F. such other and further relief as the Court may deem just and proper.

JURY TRIAL DEMANDED

Pursuant to Federal Rule of Civil Procedure 38(a), Plaintiffs hereby demand a trial

by jury of all issues so triable.

Dated: February 6, 2009

GRANT & EISENHOFER P.A.

By:/.^^ti^

Jay W. EisenhoferJames J. SabellaShelly L. FriedlandDavid A. Straite485 Lexington Avenue29th FloorNew York, New York 10017Telephone: (646)722-8500

Attorneys for Plaintiffs

36

CERTIFICATION OF EILEEN S. SILVERS AND RICHARD J. BRONSTEIN

We, Eileen S . Silvers and Richard J. Bronstein , make this Certification pursuant to 28

U.S.C. § 1746 and 15 U.S.C. § 78u-4, and state as follows:

1. We have reviewed the complaint against the Defendants, and authorize its filing

on our behalf.

2. We have reviewed the records of our transactions in the Rye Select Broad Market

Prime Fund, L.P. (the "Rye Fund"). Those transactions involved the purchase of a limited

partnership interest in the Rye Fund on January 31, 2007, for a total acquisition price of

$ 580,000. We continue to hold this interest in the Rye Fund; we were informed by the Rye

Fund that as of October 31, 2008, our interest was in the amount of $ 685,978.79.

3. We did not purchase the limited partnership interest in the Rye Fund at the

direction of counsel or in order to participate in any private action arising under the federal

securities laws. We invested in the Rye Fund solely for our investment purposes.

4. We are willing to serve as a representative party on behalf of the proposed class

of persons who purchased limited partnership interests in the Rye Fund during the Class Period,

including providing testimony at deposition and trial, if necessary.

5. We intend to actively monitor and to vigorously pursue this action for the benefit

of the class. We have retained the law firm of Grant & Eisenhofer P.A. to represent us in this

action as lead counsel for the proposed class. This firm has extensive experience representing

plaintiffs in class actions, particularly in litigation alleging violations of securities laws and other

conduct harming investors.

6. We believe that, like other investors who purchased limited partnership interests

in the Rye Fund during the Class Period, we sustained losses as a result of the defendants'

violations of the securities laws, other statutes, and common law. We believe that our claims

against the defendants are typical of those of other members of the class.

7. We have not sought to serve, nor have we served, as a representative party on

behalf of a class in a federal securities class action during the three-year period preceding the

date of this Certification.

8. We will not accept any payment for serving as a representative party on behalf of

the class beyond its pro rata share of any recovery, except as ordered and approved by the Court.

We declare under penalty of perjury under the laws of the United States that the

foregoing is true and correct.

Dated : February J , 2009 l^^Q^h . ^•^`i^o

2