SCHEDULE 14A INFORMATIONUNITED STATES

(RULE 14A-101)SECURITIES AND EXCHANGE COMMISSION

INFORMATION REQUIRED IN PROXY STATEMENTWashington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

Filed by the Registrant  x¨

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

KAISER VENTURES LLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

KAISER VENTURES LLC

NOTICE OF ANNUAL MEETING OF MEMBERS

JUNE 17, 200320, 2006

TO THE MEMBERS OF KAISER VENTURES LLC:

Notice is hereby given that the 2003 annuala meeting of the members of Kaiser Ventures LLC will be held at the Doubletree Ontario Airport Hotel, located at 222 N. Vineyard Avenue, Ontario, California, on Tuesday, June 17, 2003,20, 2006, beginning at 9:00 a.m., local time, for the following purposes:

1. To elect five individuals to serve on the Board of Managers until the next annualmembers’ meeting or until their successors are elected; and

2. To transact such other business as may properly come before the meeting and any adjournment thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

The Board of Managers has fixed the close of business as ofon April 28, 2003,2006, as the record date for the determination of members entitled to notice of, and to vote at, the meeting.

It is important that you vote.ITISIMPORTANTTHATYOUVOTE. You are cordially invited to attend the meeting. However, to ensure your representation at the meeting, you are urged to mark, sign, and return the enclosed proxy card as promptly as possible in the enclosed postage-prepaid envelope.

Accompanying this Annual Meeting Notice are a Proxy Statement and Form of Proxy.

Ontario, California

May 6, 2003

5, 2006

TO ENSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE, AND RETURN YOUR PROXY ON THE ENCLOSED PROXY CARD WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON. YOU HAVE THE RIGHT TO REVOKE YOUR PROXY AT ANY TIME BEFORE THE MEETING BY GIVING WRITTEN NOTICE OF REVOCATION TO OUR SECRETARY BY MAIL OR BY FACSIMILE, BY SUBMITTING A SUBSEQUENT LATER DATED PROXY OR BY VOTING IN PERSON AT THE ANNUAL MEETING.MEETING.

TABLEOF CONTENTS

i

KAISER VENTURES LLC

3633 EAST INLAND EMPIRE BOULEVARD, SUITE 480

ONTARIO, CA 91764

(909) 483-8500

PROXY STATEMENT

INTRODUCTORY NOTE

Unless otherwise noted, (1) the terms “Kaiser LLC” or the “Company,” “we,” “us” and “our” refer to Kaiser Ventures LLC, (2) the term “Kaiser Inc.” refers to the former Kaiser Ventures Inc., (3) the term “Kaiser” refers to the ongoing business operations of Kaiser LLC and its subsidiaries, whether previously conducted in the form of Kaiser Inc. or currently by Kaiser LLC, (4) the terms “Class A Units” and “members” refer to Kaiser LLC’s Class A Units and the beneficial owners thereof, respectively, and (5) the term the “merger” refers to the merger of Kaiser Inc. with and into Kaiser LLC, effective November 30, 2001, in which Kaiser LLC was the surviving company.

INFORMATION CONCERNING SOLICITATION AND VOTING

We are furnishing this Proxy Statement to our members in connection with our solicitation of proxies to be voted at our annual meeting of members on June 17, 2003,20, 2006, and any adjournments or postponements thereof. Enclosed with this Proxy Statement is a copy of our Annual Report to members for the year ended December 31, 2002. No part of such Annual2005, which includes our Report is intended to be incorporated into this Proxy Statement,on Form 10-KSB filed with the Securities and no part of the Annual Report is to be considered proxy soliciting material. We will furnish you a copy of our 10-K ReportExchange Commission for the fiscal year ended December 31, 2002, without charge, upon written request.2005. We are first mailing this Proxy Statement and the accompanying proxy card on or about May 6, 2003.

5, 2006.

TIME, PLACEAND PURPOSES

We will hold our annual meeting at the Doubletree Ontario Airport Hotel, located at 222 N. Vineyard Avenue, Ontario, California on Tuesday, June 17, 2003,20, 2006, at 9:00 a.m., local time. At the annual meeting, we will ask you to elect five individuals to serve as members of our Board of Managers until the next annual meeting of members, or until their successors are elected.

Although we are not aware of any other matters to be submitted to the members at the annual meeting, any other business, which properly comes before the meeting may be transacted at the meeting. Our Operating Agreement requires certain advance notice of proposals and nominations. If other matters do properly come before the meeting, the persons named in the enclosed proxy may vote on such matters in accordance with their best judgment.

RECORD DATE; VOTING RIGHTS; VOTES REQUIREDFOR APPROVAL

Our Board of Managers fixed the close of business on April 28, 2003,2006, as the record date for determining the members entitled to receive notice of and to vote at the annual meeting. Only members of record as of the close of business on the record date will be entitled to vote at the annual meeting.

We had 6,911,7996,939,299 Class A Units outstanding as of the close of business on the record date. Out of the outstanding Class A Units, 136,919104,267 units have not yet been distributed to the Class 4A unsecured creditors of the Kaiser Steel Corporation (“KSC”) bankruptcy estate. Each

outstanding unit (other than units not yet distributed to Class 4A unsecured creditors of KSC) is entitled to one vote on each matter properly brought before the meeting. The Company also has outstanding Class B, Class C and Class D Units, the terms of which do not entitle holders of those units to vote on the proposals before the annual meeting.

In addition there are individuals and entities that have failed, to date, to convert their stock in the former Kaiser Ventures Inc. into Class A Units of Kaiser Ventures LLC. Until there is a conversion to Class A Units, such stockholders are not voting members.

Holders of a majority of the issued and outstanding Class A Units, present in person or by proxy, will constitute a quorum for the transaction of business at the annual meeting. The five nominees for the Board of Managers receiving the greatest numbers of votes at the meeting will be elected to the five positions on the Board of Managers.

Provided there is a quorum, other business that may properly come before the meeting will be approved by an affirmation vote of a majority of the units present in person or by proxy at the meeting.

BOARDOF MANAGERS’ RECOMMENDATION

Our Board of Managers unanimously recommends that you vote “FOR” the nominees to be elected to the Board of Managers.

VOTINGAND REVOCATIONOF PROXIES

All Class A Units represented by valid proxies received before the annual meeting will be voted at the annual meeting as specified in the proxy, unless the proxy has been previously revoked. If you vote by proxy, you must sign, date and return the enclosed proxy cared in the envelope provided, or follow the instructions on the proxy card to vote by telephone or the Internet. If no specification is made on a proxy with respect to a proposal, the related Class A Units will be voted “FOR” that proposal. Unless you indicate otherwise, your proxy card also will confer discretionary authority on the board appointed proxies to vote your Class A Units represented by the proxy on any matter that is properly presented for action at the annual meeting.

Our Class A Units are not usually held in “street name.” However, if you hold any Class A Units in “street name,” i.e., by a broker, your broker may vote your Class A Units on your behalf. However, for your broker to vote your Class A Units, your broker must receive proper instructions with respect to casting your vote. If you hold your Class A Units through a broker, please tell your broker how you would like him or her to vote your Class A Units.

The Company encourages you to take advantage of telephone or Internet voting because of their ease and efficiency.

REVOCATIONOFA PROXY

You have the right to revoke your proxy at any time before it is voted by giving written notice of revocation to our Secretary by mail or by facsimile, by submitting a subsequent later dated proxy or by voting in person at the annual meeting.

COSTSOF SOLICITATION

We will pay the expenses of printing, assembling and mailing this Proxy Statement. In addition to the use of the mails, our managers, officers or regular employees may solicit proxies without additional compensation, except for reimbursement of actual expenses. They may do so using the mails, in person, by telephone, by facsimile transmission or by other means of electronic communication. We may also make arrangements with brokerage firms

and custodians, nominees and fiduciaries to forward proxy solicitation materials to beneficial owners of Class A Units held of record by such member as of the record date. We will reimburse brokers, fiduciaries, custodians and other nominees for out-of-pocket expenses incurred in sending these proxy materials to, and obtaining instructions from, beneficial owners.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL UNIT MEMBERS

The following table sets forth, based uponFor information on the latest available filings with the Securitiesprincipal members, please see “Item 11. - Security Ownership of Certain Beneficial Owners and Exchange Commission and fromManagement” in the Company’s Class A Unit member ownership list (generally reporting ownership as of April 28, 2003),Annual Report on Form 10-KSB for the number of Class A Units ownedyear ended December 31, 2005, which information is incorporated herein by each person known by us to own of record or beneficially five percent (5%) or more of such units. The table includes the 136,919 Class A Units issued but reserved and not yet distributed to the Class 4A unsecured creditors of KSC although those reserved units are not eligible to vote.

this reference.

SECURITY OWNERSHIP OFOF MANAGEMENT

This table below reflectsFor information on the numbersecurity ownership of Class A Units beneficially owned bymanagement, please see “Item 11. - Security Ownership of Certain Beneficial Owners and Management” in the Company’s (1) managers and manager nominees, (2) named executive officers, and (3) all of its managers and named executive officers as a group, as of April 28, 2003, as well asAnnual Report on Form 10-KSB for the number of options exercisable within 60 days of that date.

year ended December 31, 2005, which information is incorporated herein by this reference.

COMPLIANCEWITH SECTION 16(A)OFTHE SECURITIES EXCHANGE ACTOF 1934

For information on compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our managersplease see “Item 9. - Managers and executive officers, and persons who own more than 10%Executive Officers of our Class A Units, to filethe Company; Compliance with Section 16(a) of the Securities and Exchange Commission initial reports of ownership and reports of changesAct” in ownership of Kaiser LLC.

To our knowledge, based solelythe Company’s Annual Report on a review of copies of reports provided by such individuals to us and written representations of certain individuals that no other reports were required, duringForm 10-KSB for the fiscal year ended December 31, 2002, all Section 16(a) filing requirements applicable to our managers, officers, and greater that 10% beneficial owners were timely filed.

2005, which information is incorporated herein by this reference.

PROPOSAL ONE

ELECTION OF MANAGERS

NOMINEES

A board of five managers is to be elected at the meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the five nominees named below, all of whom are presently managers of the Company. In the event that any nominee of the Company is unable or declines to serve as manager at the time of the annual meeting, the proxies will be voted for any nominee who shall be designated by the present Board of Managers to fill the vacancy. The term of office of each person elected as a manager will continue until the next annual meeting of members or until his successor has been elected and qualified.

The five nominees receiving the greatest numbers of votes at the meeting will be elected to the five manager positions.

THE BOARD THE BOARDOF MANAGERS RECOMMENDS MANAGERS RECOMMENDS A VOTEVOTE “FOR” EACH NOMINEEEACH NOMINEE

The nominees and current members of the Board of Managers are as follows:

Richard E. Stoddard was appointed Chief Executive Officer of Kaiser in June 1988, and has held such position and/or the position of ChairmanFor biographical information on each of the Board since such date. Prior to joining Kaiser in 1988, he was an attorney in private practice in Denver, Colorado. Mr. Stoddard is Chairmanmanager nominees, please see “Item 9. - Managers and Executive Officers of the Board of Managers of Mine Reclamation, LLC and until July 1999 he servedCompany” in the Company’s Annual Report on

the Board of Directors of Penske Motorsports, Inc. (“PMI”) until International Speedway Corporation acquired PMI in July 1999.

Ronald E. Bitonti is Chairman of the Benefits Committee Form 10-KSB for the VEBA and was Chairman of the Reorganized Creditors’ Committee formed during the KSC bankruptcy until dissolution ofyear ended December 31, 2005, which information is incorporated herein by this committee in 1991. From 1985 to 1991, Mr. Bitonti served as International Representative for the United Steelworkers of America. Mr. Bitonti retired from KSC in 1981 and has been a director or manager of Kaiser since November 1991.

Todd G. Cole has been a director or manager of Kaiser since November 1989. Mr. Cole was Chief Executive Officer of CIT Financial Corporation before starting his present career as a consultant and corporate director. He currently is President of Cole & Wilds Associates, Inc., a consulting company, and serves on the Board of Directors of Hawaiian Airlines, Inc. (certificated air carrier, which filed for Chapter 11 bankruptcy reorganization on March 21, 2003).

Gerald A. Fawcett was President and Chief Operating Officer of Kaiser Inc. from January 1996 until his retirement from full time duties on January 15, 1998. He was appointed to Kaiser’s Board on January 15, 1998, and currently serves as Vice Chairman of the Board. Mr. Fawcett began his employment with KSC in 1951, holding various positions in the steel company and ultimately becoming Division Superintendent of the Cold Rolled and Coated Products Division. After working five years consulting with domestic and overseas steel industry clients, Mr. Fawcett joined Kaiser in 1988 as Senior Vice President and became Executive Vice President in October 1989. He is also Vice Chairman of the Board of MRC.

Marshall F. Wallach has been a director or manager of Kaiser since November 1991. Since 1984, Mr. Wallach has served as President of The Wallach Company, a Denver, Colorado based investment banking firm. The Wallach Company was sold to Keycorp on January 1, 2001. Prior to forming The Wallach Company, Mr. Wallach managed the corporate finance department and established the mergers and acquisitions department of Boettcher & Company, a regional investment bank in Denver, Colorado. Mr. Wallach serves on the boards of several non-profit organizations and privately-owned corporations. He also serves on the Board for Tomkins, PLC.

reference.

MANAGER EMERITUS

Reynold C. MacDonald serves as a Manager Emeritus on our Board of Managers. This is an honorary, nonvoting and unpaid position. In this position, Mr. MacDonald is available to the Board and to the Chief Executive Officer to provide guidance on Company matters. For biographical information on Mr. MacDonald, servedplease see “Item 9. - Managers and Executive Officers of the Company” found in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2005, which information is incorporated herein by this reference.

MANAGER COMPENSATION

For a discussion of the compensation paid to the individuals serving on the Board of Directors of Kaiser Inc. from November 1988 until completionManagers, please see “Item 9. Managers and Executive Officers of the mergerCompany” in 2001, and he also was an employee of Kaiser Steel from 1946 to 1963, with his last position being assistant general superintendent of all the mills. Mr. MacDonald served as Chairman ofCompany’s Annual Report on Form 10-KSB for the Board for Acme Metals Company from 1986 until 1992 and continues as a director with such company. He has also served as a director with Interlake, Inc., a metals fabrication and materials handling company and of ARAMARK Group, Inc.

year ended December 31, 2005, which information is incorporated herein by this reference.

MEETINGSOFTHEBOARDAND COMMITTEEOF MEETINGSANAGERS

Kaiser LLC’s Board of Managers held three3 meetings in 2002. Except as otherwise noted, all2004 and 5 meetings in 2005. All managers attended at least 75% of the aggregate of the meetings of the Board and 75% of the meetings of the

committees on which they served during 2002. Mr. Cole missed one meeting of the Board of Managers, meaning his attendance percentage was 67% for Board meetings.2004 and 2005.

COMMITTEESOFTHE BOARD

Our Board has a standing Audit and Human Relations Committee. It has no standing nominations committee.

AUDIT COMMITTEE

The Audit Committee, currently consists of Messrs. Wallach (Chairman) and Mr. Cole (beginning October 21, 2002). Mr. Bitonti served on the Audit Committee through October 21, 2002. Cole.

The functions of the Audit Committee and its activities during 2002 are described below under the heading “Report of the Audit Committee.” The Audit Committee held three5 meetings in 2002.

Although we are no longer required to follow NASDAQ’s requirements with respect to certain board matters relating to director or manager “independence,” all of our managers are “independent” with the meaning of NASDAQ’s rules, as well as within the meaning of our recently adopted Audit Committee Charter. See “Report of the Audit Committee.”

We also have a Human Relations Committee. Although, Kaiser Ventures LLC leases its employees from Business Staffing, Inc., this committee, along with Business Staffing, Inc., reviews compensation2004 and benefit programs for the employees leased to Kaiser by Business Staffing.

We do not have a standing committee to nominate candidates to the Board of Managers. For purposes of establishing a slate of nominees for the upcoming 2003 annual meeting, the Board of Managers effectively acted as a nominating committee.

MANAGER COMPENSATION

Non-employee managers are paid an annual retainer fee of $15,000 and a meeting fee of $1,000 for each4 meetings in person meeting and a meeting fee of $750 per telephonic meeting. The chairman of any committee receives an additional annual retainer fee of $2,000 and an additional meeting fee of $500 per committee meeting.

The current Board equity plan provides that each non-management manager shall be granted 2,500 unvested Class A Units as of May 31^st of each year, commencing May 31, 2002. Accordingly, a grant of 2,500 restricted Class A Units was made to Messrs. Bitonti, Cole and Wallach effective May 31, 2002. Each annual grant vests on January 31^st of the year following the grant, subject to acceleration upon the occurrence of certain events. Accordingly, the restricted 2,500 Class A Units granted to Messrs. Bitonti, Cole and Wallach on May 31, 2002, fully vested on January 31, 2003.

We do not provide retirement benefits for managers.

CERTAIN RELATIONSHIPSAND RELATED TRANSACTIONS

VEBA and PBGC beneficially own warrants to purchase 460,000 and 285,260 Class A Units, respectively. Both PBGC and VEBA have asserted that the merger violated the terms of there warrants. No legal action has been commenced.

REPORTOFTHE AUDIT COMMITTEE

The Audit Committee’s primary function is to review the financial information to be provided to our members, the financial reporting process, the system of internal controls, the audit process and the Company’s process for monitoring compliance with laws and regulations.

NEW AUDIT COMMITTEE CHARTER. Over the last 12 months, the Securities and Exchange Commission (referred to as the SEC), along with the National Association of Securities Dealers (referred to as the NASD) and the stock exchanges, have issued numerous new rules and regulations with the goal of improving the internal accounting controls of publicly registered companies. In particular, the significant changes effected by the Sarbanes-Oxley Act of 1992 and related rules have changed governing requirements applicable to issuers of publicly registered and traded securities. Although some of these newly adopted requirements do not strictly apply to us because the Class A Units are not freely tradeable on any exchange, our Audit Committee and Board believe it is in the best interest of our members that we strive, to the extent practicable, to adhere to these new, more stringent standards currently and in the future. In this regard, on October 21, 2002, our Board of Managers adopted a new Audit Committee Charter. Additionally, at its March 18, 2003 Board of Managers’ meeting, the Company adopted a further revised charter to replace the Audit Committee Charter previously adopted by Kaiser’s Board. The March 2003 revisions were in response to several changes made in the final rules from the various proposed rules applicable to audit committees. The newly revised charter applies the NASDQ standard for determining a “financial expert” for the purpose of serving on the Audit Committee, rather than the definition adopted by the SEC. Additionally, the Audit Committee’s new charter requires the committee to review and approve all “related party transactions” that are required to be disclosed pursuant the SEC’s Regulation S-K, Item 404, or any successor provision. A copy of our Audit Committee Charter as revised in March 2003 is filed asAnnex A to this Proxy Statement. Our new amended Audit Committee Charter replaces the Audit Committee Charter previously adopted by Kaiser’s Board.

Under our new Audit Committee Charter, the Audit Committee is solely responsible for:

With respect to the committee’s membership:

2005. Our Board has determined that both Mr. Wallach and Mr. Cole are

independent of Kaiser’s management and that they have accounting or financial management experience sufficient to qualify each of them as a “financial expert” under the rules issued by NASDAQ. In addition, our Board has determined that Mr. Wallach and Mr. Cole each qualify as an “audit committee financial expert” under current SEC rules and regulations. However, even if none of the current members of our Audit Committee would qualify as an “audit committee financial expert” under SEC rules and regulations,

we would retain Mr. Wallach and Mr. Cole on the Audit Committee because of their expertise and experience in financial matters, including reviewing and analyzing financial statements, and their familiarity with the Company and its operations. In addition:

REPORTOFTHE AUDIT COMMITTEE

The duties and responsibilities of the Audit Committee are set forth in the Audit Committee Charter, a copy of which is attached hereto as Appendix A. The Audit Committee’s primary function is to review the financial information to be provided to our members, the financial reporting process, the system of internal controls, the audit process and the Company’s process for monitoring compliance with laws and regulations. In performing its duties, the Audit Committee seeks to maintain free and open communication between the managers, the independent auditorsregistered public accounting firm and our internal financial management. The Audit Committee is intended to provide an independent and, as appropriate, confidential forum in which interested parties can freely discuss information and concerns.

In carrying outaddition to its oversight duties, among other things,regular activities, on January 26, 2005, the Audit Committee:Committee terminated Ernst & Young LLP as our independent registered public accounting firm and retained Moss Adams LLP as our independent registered public accounting firm.

In connection with our annual audit for 2005:

Based upon the foregoing, the Audit Committee recommended to the Board of Managers that the audited financial statements be included in our Annual Report on Form 10-KSB for the year ended December 31, 2005.

HUMAN RELATIONS COMMITTEE

Although, Kaiser Ventures LLC leases its employees from Business Staffing, Inc., the Human Relations Committee, along with Business Staffing, Inc., reviews compensation and benefit programs for the employees leased to Kaiser by Business Staffing. The Human Relations Committee held two meetings in 2004 and two meetings in 2005.

NO NOMINATING COMMITTEE

We do not have a standing committee to nominate candidates to the Board of Managers. For purposes of establishing a slate of nominees for the upcoming members’ meeting, the Board of Managers effectively acted as a nominating committee. The Board manages the process for evaluating current Board members at the time they are considered for re-nomination. After considering among other things: (i) the appropriate skills and characteristics required on the Board; (ii) the value of continuity of experience in dealing with the Company’s project’s; (iii) the current makeup of the Board; and (iv) the wishes of the existing members of the Board to continue to serve on the Board, the Board nominates a slate of individuals.

MEMBER COMMUNICATIONSWITH MANAGERS

Members may communicate with members of the Board of Managers by mail addressed to the Chairman, any other individual member of the Board, to the full Board, or to a particular committee of the Board. In each case, such correspondence should be sent to the Company’s headquarters at 3633 Inland Empire Blvd., Suite 480, Ontario, California 91764.

MANAGERS ATTENDANCEAT MEMBERS’ MEETING

Managers are encouraged by the Company to attend the June 20, 2006, scheduled meeting of members if their schedules permit. All of the managers are expected to be in attendance at the June 20, 2006 meeting of members.

CODEOF BUSINESS CONDUCTAND ETHICS. At its March 18, 2003 Board of Managers’ meeting, the

The Company alsohas adopted a new employee policy, called the “Code of Business Conduct and Ethics.”Ethics” which is applicable to all employees, officers and managers of the Company. This policy states the Company’s policies on, among other things, complying with laws, fair dealing, confidentiality and insider

trading. This policy also creates an enforcement procedure in which employees are able to submit reports or inquiries to the Audit Committee, on a strictly confidential basis, for the committee’s independent investigation.

AUDIT COMMITTEE MEETINGSIN FISCAL 2002. The Audit Committee met three times duringCompany’s Code of Business Conduct and Ethics is published and available on the past fiscal year. Mr. Cole joined the Audit Committee, effective October 21, 2002, and, therefore, participated in only one Audit Committee meeting in 2002.Company’s website atwww.kaiserventures.com.

AUDIT COMMITTEE DISCLOSURES.

INDEPENDENT REGISTERED PUBLICAUDITORSCCOUNTING FIRM

CHANGESINAND DISAGREEMENTSWITHAUDITCCOUNTANTSON ACCOUNTINGAND FEESINANCIAL DISCLOSURE. The aggregate fees billed for professional services renderedOn January 26, 2005, our Audit Committee dismissed Ernst & Young LLP as our independent registered public accountant firm with the termination to be effective immediately. Ernst & Young LLP had served in such capacity since 1993.

On January 26, 2005, the Audit Committee engaged Moss Adams LLP as our independent registered public accountant firm for the fiscal year 2004 and to review our financial statements to be filed in connection with our Form 10-QSB Reports for the quarters ended June 30, 2004 and September 30, 2004. Prior to engaging Moss Adams LLP, we did not consult with them regarding the application of accounting principles to a specific or completed transaction or the type of audit opinion that might be rendered on our financial statements. Moss Adams LLP was also engaged by the Audit Committee for 2005.

During our two most recent completed fiscal years and the subsequent interim periods preceding the Audit Committee’s determination to change our independent registered public accountant firm, there were no disagreements with Ernst & Young LLP on any matters of Kaiser’s annualaccounting principles or practices, financial statement or disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Ernst & Young LLP would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the financial statements for such years. We restated our financial statements and applicable reports on Form 10-Q and Form 10-K beginning with the June 30, 2001, 10-Q/A Report through the Report on Form 10-K/A for the year ended December 31, 2003. Ernst & Young LLP’s reports on our financial statements for the fiscaltwo years prior to termination did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

FEES PAID. For information on the fees paid to the Company’s current and former registered public accounting firm, please see “Item 4. – Principal Accountant Fees and Services” in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2002, and for the reviews of the financial statements included in Kaiser’s Quarterly Reports on Form 10-Q for that fiscal year, were approximately $21,000 all of2005, which was attributable to Ernst & Young LLP.information is incorporated herein by this reference.

ALLPPOINTMENTFOR OCTHERURRENT FEESISCAL YEAR. The aggregate fees billed through December 31, 2002 by Ernst & YoungAudit Committee has appointed Moss Adams LLP as the Company’s independent registered accounting firm for services rendered to Kaiser, other than the services described above under “Audit Fees” for the fiscal year ended December 31, 2002, were approximately $101,000. All of these fees relate to tax and other activities in support of Kaiser. No fees were paid to Ernst & Young LLP (or any other entity) in connection with systems implementation and design services.2006.

ATTENDANCE OFAT ANNUAL MEETING. A representative of Ernst & YoungMoss Adams LLP is expected to attend the annual meeting, will be afforded an opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions by members.

EXECUTIVE OFFICERS

The current executive officers of the Company are:

Richard E. Stoddard’sFor biographical information is set forth above under “Election of the executive officers; please see “Item 9. - Managers – Nominees.”

James F. Verhey joined Kaiser and was appointed Vice President – Finance and Chief Financial Officer in August 1993, appointed Senior Vice President-Finance in January 1996, and appointed Executive Vice PresidentOfficers of Kaiser in January 1998. In addition to his duties with Kaiser, Mr. Verhey was appointed Vice President of Finance and Chief Financial Officer of Mine Reclamation Corporation in February 1995. From July 1992 until joining Kaiser, Mr. Verhey was the Chief Financial Officer of OESI Power Corp., a Portland, Oregon based geothermal company. From June 1991 to July 1992, Mr. Verhey served as President of Mithryn Energy, Inc. Mr. Verhey is a certified public accountant and spent several years with PriceWaterhouseCoopers LLP in Los Angeles, California. As of October 1, 1999, Mr. Verhey began working less than full time for Kaiser.

Terry L. Cook joined Kaiser and was appointed General Counsel and Corporate Secretary in August 1993, became a Senior Vice President in January 1996, and was appointed Executive Vice President – Administration in January 2000. Mr. Cook was appointed General Counsel and Corporation Secretary of Mine Reclamation Corporation in February 1995. Prior to joining Kaiser, Mr. Cook was a partnerCompany” in the Denver office ofCompany’s Annual Report on Form 10-KSB for the national law firm McKenna & Cuneo (now called McKenna Long & Aldridge) specializing in business, corporate, and securities matters. Prior to his joining McKenna & Cuneo in July 1988, Mr. Cook was an attorney in private practice as a partner in a Denver, Colorado, law firm.

Paul E. Shampaywas appointed Vice President, Finance in January 2000. Mr. Shampay joined Kaiser in 1995, as Corporate Controller. Prior to joining Kaiser, Mr. Shampay spent 11 years in various senior financial positions at Rancon Financial Corporation, a syndicator of SEC registered limited partnerships and regional commercial and residential real estate developer. Mr. Shampayyear ended December 31, 2005, which information is a certified public accountant, certified management accountant, and is certified in financial management.

The following table sets forth the compensation information for our Chief Executive Officer and our other four most highly compensated executive officers. Over the past two years we have reduced our staffing needs due primarily to: (1) the sale of nearly all of our major assets, (2) the completionincorporated herein by the Los Angeles County Sanitation District of its environmental review of the Eagle Mountain Landfill site, and (3) the consummation of the merger. As part of these staffing reductions, we terminated, without cause, the employment of Anthony Silva, Kaiser’s former Vice President Resource Development and Environmental Services, effective February 28, 2002. Mr. Silva is included in the following table because he was an executive officer of Kaiser through February 28, 2002.

this reference.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE⁽¹⁾

For information on the Company’s executive officers, please see “Item 10. - Executive Compensation” in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2005, which information is incorporated herein by this reference.

OPTION GRANTSIN 20022004AND 2005

There were no option grants made to a Named Executive Officer in 2002.

2004 or in 2005.

AGGREGATEDGGREGATE OPTION EXERCISESIN 20022004AND 2005AND OPTION VALUESAT DECEMBER 31, 20022005

Pursuant to the terms of the Plan and Agreement of Merger between Kaiser Inc. and Kaiser LLC, all in-the-money stock options, i.e., those with a cash exercise price of $10.00 or less, were deemed exercised on the effective date of the merger (November 30, 2001). Out-of-the moneyNo options were automatically converted to options to acquire Class A Unitsexercised by the Named Executive Officers in Kaiser LLC. The following table summarizes options exercised during2004 or 2005. For information on option values at December 31, 2004, for the fiscalNamed Executive Officers, please see “Item 10. - Executive Compensation - Aggregated Option Exercises in 2005” and option values at December 31, 2005, in the Company’s Annual Report Form 10-KSB for the year ended December 31, 2002,2005, which information is incorporated herein by the executive officers named in the Summary Compensation Table, and the value of their unexercised options as of December 31, 2002:

this reference.

LONG-TERM INCENTIVE COMPENSATION PLANS

Kaiser Inc. provided anFor information on long-term incentive to its executive officers through a long-term transaction incentive plan, referred to as the TIP. The TIP was designed to compensate Kaiser Inc.’s executive officers for maximizing proceeds from asset sales and resulting distributions to Kaiser Inc.’s stockholders. The TIP was terminated shortly after the merger. In place of the TIP, Kaiser LLC issued Class C and Class D Units in Kaiser LLC (collectively referred to as the “compensation plans, please see “Item 10. - Executive Compensation - Long-Term Incentive Units”) to the five previous participantsCompensation Plans” in the TIP (the “Participating Officers”). The terms ofCompany’s Annual Report on Form 10-KSB for the Incentive Units were drafted to mirror the previous cash flow incentives provided to the Participating Officers under the TIP.

Under both the TIP and the terms of the Incentive Units, the Participating Officers receive cash distributions based on the cash available for distribution to our members based onboth the proceeds realized in the sale of our remaining major assets (net of expenses and taxes) and on our operating expenses.

The terms of the Incentive Units set “threshold” and “target” sale prices for our remaining assets. The Participating Officers, as a group, receive 5% of the aggregate net proceeds from an asset sale in excess of the threshold. If the net proceeds exceeds the higher target sale value, the Participating Officers, as a group, receive 10% of the aggregate net proceeds from such sale in excess of the target. The Incentive Units do not contain a maximum cap as to the amount distributable to such units.

Based on the predetermined thresholds and targets, Kaiser made the following payments under the TIP from sale of the Mill Site Property, the sale of Kaiser’s Fontana Union stock to Cucamonga, and the tax benefits generatedyear ended December 31, 2005, which information is incorporated herein by the conversion to a limited liability company:

The Class C Units are held by Participating Officers still employed by Kaiser LLC, and, upon a Participating Officer’s departure, all Class C Units are automatically converted into Class D Units. In the event a Participating Officer is terminated for “cause,” Kaiser LLC may repurchase, for a nominal value, all of that officer’s Incentive Units. Any payment to the Participating Officers will be split with a full share to each Class C Unit and a smaller share for each Class D Unit which will depend on the length of the period since its issuance. The following table sets forth the number of Incentive Units held by the Participating Officers.

The Incentive Units do not have the right to vote on any matter, except as required by law. Neither the Incentive Units nor any rights to distributions with respect to such units may be transferred by any Participating Officer. The Incentive Units do not have a termination date.

Each Incentive Unit will be allocated an amount of the profits of the Company equal to the amount of any distribution with respect to such Incentive Unit, with the character (capital gain, ordinary income, etc.) of the profits to reflect the portion of each type of income recognized by the Company with respect to that asset(s) after January 1, 2002, as determined by the Board in good faith. Therefore, the total amount that Participating Officers will receive pursuant to the terms of the Incentive Units can only be determined upon sale of all of our assets and satisfaction of our general obligations and liabilities. The following table sets forth the total amount that would be earned by the Participating Officers, assuming that (i) each Participating Officers continues to work for Kaiser throughout the period; and (ii) the proceeds generated from the sale of each major asset and the related cash available for distribution to members equals the specified target for such asset:

this reference.

EMPLOYMENT AGREEMENTS

As part of our cash maximization strategy and in connection withFor information on the merger, effective, January 1, 2002, Business Staffing, Inc., our subsidiary, became the employer of all of Kaiser’s employees and the contracting employer with respect to the several employment agreements discussed below. Business Staffing leases employees to Kaiser LLC and Kaiser LLC reimburses Business Staffingof the Executive Officers, please see “Item 10. - Executive Compensation - Employment Agreements” in the Company’s Annual Report on Form 10-KSB for all employee and related expenses.

Mr. Stoddard is employed pursuant to an employment agreement dated as of January 1, 2003, which reflects a reduced time commitment by Mr. Stoddard to Kaiser and a base salary reduction of $100,000 from Mr. Stoddard’s previous employment agreement with Kaiser. Mr. Stoddard’s employment agreement has a three-year term and continues thereafter on a month-to-month basis until we have disposed of all of our material assets.

Effective January 1, 2002, Messrs. Cook, Shampay and Verhey each entered into an employment agreement with Business Staffing. Subject to the payment of severance compensation, Kaiser may terminate these executive officers at anytime. Mr. Verhey’s January 2002 employment agreement further reduced his time commitment to the Company. As a part of his new employment arrangement, in January 2002 Mr. Verhey received a transition payment of $155,000 representing the acceleration of his final severance payment. If Mr. Verhey voluntarily terminates his employment, his employment agreement entitles him to continue to receive employee benefits for six months following his termination at levels and at amounts consistent with the benefits offered to him at the time of his termination. Under Mr. Verhey’s employment agreement, 90 days’ advance notice of any employment termination is required by the terminating party.

Although Kaiser’s Board formally terminated our historical annual bonus program, Business Staffing reserves the right, in it’s Board’s sole and absolute discretion, to grant bonuses to executives officers.

Under the terms of prior employment agreements with the executive officers each was to receive severance in an amount equal to one year’s base salary and average bonus, with Mr. Stoddard to receive two year’s annual base salary and average bonus. Beginning in 2000 the severance obligation was split equally between a retention fee and a final severance payment. As of June 30, 2003, Mr. Stoddard, Mr. Cook and Mr. Verhey will be paid a retention fee of $595,387, $164,267 and $155,000, respectively, provided he has not voluntarily terminated his employment before such date. Mr. Shampay’s employment agreement does not provide for a retention fee.

If an officer is terminated without cause, including, among other reasons, constructive termination, such officer is entitled to receive cash severance pay as follows:

The average annual bonus for any officer, would equal the product of (X) the average percentage of base salary of the bonuses granted to such officer over the five years immediately preceding and including 2000 (or such lesser period for which he has participated in the annual bonus program) and (Y) the officer’s then current base salary.

Severance is payable in one lump sum or, at the executive’s option, over a period of time. In addition, Business Staffing will continue to pay benefits, such as health and dental insurance, for one year except that Mr. Stoddard shall receive a continuation of such benefits for two years. In the event an executive officer voluntarily terminates his employment, Business Staffing will not be obligated to pay him any severance or other additional compensation, other than the compensation due and owing up to the date of termination.

incorporated herein by this reference.

None of the employment agreement contain “change of control” provisions.

In the event any payments to an executive officer would be subject to the excise tax for Internal Revenue Code determined excess “parachute” payments, he has the election to receive either the full amount of the payments or such lesser amount as would result in the greatest after tax payment to him.

Each executive officer can be terminated for “cause.” “Cause” is defined as:

a. Willful breach by an officer of any provision of his employment agreement, provided, however, if the breach is not a material breach, Business Staffing is required to give written notice of such breach and the officer shall have thirty (30) days in which to cure such breach. No written notice or cure period shall be required in the event of a willful and material breach of his agreement;

b. Gross negligence or dishonesty in the performance of the officer’s duties or possibilities under his employment agreement;

c. Engaging in conduct or activities or holding any position that materially conflicts with the interest of, or materially interferes with the officer’s duties and responsibilities to Business Staffing, Kaiser LLC or their respective affiliates; or

d. Engaging in conduct which is materially detrimental to the business of Business Staffing, Kaiser LLC or their respective affiliates.

Set forth below is the annual base salary of Kaiser’s Chief Executive Officer and each of its other named executive officers as of April 1, 2003:

Over the past two years we have had reduced our staffing needs due primarily to: (1) the sale of nearly all of our major assets, (2) the completion of the environmental due diligence by the District on the Eagle Mountain Landfill site, and (3) the consummation of the merger. As part of these staffing reductions, we terminated, without cause, the employment of Anthony Silva, Kaiser’s former Vice President Resource Development and Environmental Services, effective February 28, 2002. Upon his departure, Mr. Silva was paid a total of $192,658, plus accrued and unused vacation time as severance compensation in accordance with the terms of his employment agreement and a separation agreement implementing his employment agreement.

Human Relations Committee Interlocks and Insider ParticipationsHUMAN RELATIONS COMMITTEE INTERLOCKSAND INSIDER PARTICIPATIONS

During the year ending December 31, 2000,2005, the Human Relations Committee consisted of Messrs. Cole (Chairman), Bitonti, and Fawcett. Mr. Fawcett was President and Chief Operating

Officer of Kaiser from January 1996, until his retirement from full time duties on January 15, 1998. Mr. Fawcett continues to perform work for us from time-to-time. During 2002,2005, Mr. Fawcett received $60,000 as a base salary.salary and was awarded 5,000 restricted Class A Units. He was not separately compensated for his service on the Board of Managers. Mr. Fawcett also continues to serve on the Board of Managers of Mine Reclamation, LLC.

Report of the Human Relations Committee

In connection with the merger, effective January 1, 2002, Business Staffing, Inc., our subsidiary, became the employer of all of our employees and the contracting employer with respect to the several employment agreements with our officers, as discussed above. Business Staffing leases employees to Kaiser LLC and, pursuant to the terms of our Services Agreement with Business Staffing, we reimburses Business Staffing for all costs and expenses related to the leased employees. Accordingly, Kaiser maintains its Human Relations Committee of the Board of Managers (the “Committee”).

Compensation Philosophy. Although our employees are paid directly by Business Staffing, the decisions of its Board are designed to carry out the recommendations of this Committee. In particular, this Committee is responsible for reviewing and evaluating Kaiser’s compensation policies and programs and making recommendations to our Board of Managers and to the Board of Business Staffing regarding the manner, timing and amount of compensation awarded Kaiser’s executive officers.

It has been, and continues to be, the goal of the Committee, along with Business Staffing, to establish compensation packages that enable us to retain highly competent and highly motivated individuals to serve as our executive officers. In doing so, the Committee strives to design appropriate and adequate compensation packages that also advance our overall corporate goal, that of maximizing the amount of cash ultimately distributed to our members by selling our remaining assets at favorable prices.

The Committee recognizes that Kaiser, for its size, is unique in the types of assets it owns and the projects it has under development. This Committee also recognizes that our success depends on our ability to develop the Company’s remaining assets and projects, which require, to a significant extent, the performance and retention of our executive officers. To achieve these objectives, this Committee believes that our management must continue to possess a high level of expertise.

Kaiser approved a strategy to maximize cash ultimately distributed to its investors in September 2000. Kaiser LLC has continued this strategy since the merger. In summary, this strategy provides for the ultimate sale of all of Kaiser’s assets, a reduction or minimization of outstanding or contingent liabilities, and the reduction of general and administrative expenses. A number of important steps have been taken to implement this strategy, with one of the most important steps being the conversion of Kaiser Inc. to a limited liability company. The merger, by necessity, required the Committee to re-evaluate and restructure the compensation program for our executive officers. Kaiser’s executive compensation has always been closely tied to Kaiser’s performance, and, after the merger, Kaiser LLC, through Business Staffing, designed a compensation structure that retained an incentive compensation package based upon successful asset sales and cash distributions to investors.

The current compensation packages for all executive officers, including the Chief Executive Officer, are comprised of two major components:

Base salary is primarily cash compensation in amounts competitive with related compensation levels in similar companies. This element provides a stable base for the other major compensation component, which is designed to reward performance and create longer-term incentives which are tied more closely to the creation of member value.

The executive officers received an increase of3.5%in base pay in 2002.

Mr. Stoddard’s base salary was reduced by $100,000 effective January 1, 2003, to reflect his reduced time commitment to Kaiser.

We have continued Kaiser’s historical practice of granting long-term compensation incentives based upon corporate and individual performance. The executive officers are Participating Officers under our long-term incentive plan and are issued Class C and Class D Units in Kaiser LLC. The Participating Officers receive cash distribution with respect to these units upon meeting certain predetermined thresholds and targets for asset sales and cash distributions. See above section entitled “Long-Term Compensation Plans.”

We eliminated the annual bonus program for executive officers in 2000. However, on occasion, at the recommendation of this Committee, Business Staffing does award bonuses to reward the work and effort of a particular officer. In 2002, a $100,000 bonus was awarded to each of Mr. Stoddard and to Mr. Cook.

COMPENSATIONOFTHE CHIEF EXECUTIVE OFFICERFOR 2002

As described elsewhere in this proxy statement, Mr. Stoddard is compensated pursuant to an employment agreement dated effective January 1, 2003. Mr. Stoddard received a base salary of $374,929 in 2002 and his annual base salary was reduced to $286,000 as of January 1, 2003, under the terms of his current employment agreement. He received a 3.5% increase in his base pay along with all other executive officers effective January 1, 2003.

SECTION 16(M)16(m)OFTHE INTERNAL REVENUE CODE

To date the Human Relations Committee has made no decision on whether the Company should adopt and implement with respect to the $1,000,000 compensation deduction cap imposed by Section 162(m) of the Internal Revenue Code of 1986, as amended. Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation over $1 million paid to the corporation’s chief executive officer and four other highly compensated executive officers. While the highest annual salary and bonus that is currently paid to an executive of the Company is well below $1,000,000, because the ultimate value of the stock options or other stock related incentives granted to executive officers is unknown, the Committee is considering if it is necessary or

appropriate to implement a policy that addresses the compensation cap and the deductibility of any compensation that may exceed such cap.

IMPLEMENTATIONOF RECOMMENDATIONS

The Committee achieves implementation of the Company’s executive officer compensation philosophy through detailed recommendations to the full Board of Managers and Business Staffing. Executive officers who are also managers do not vote on executive officer compensation matters.

HUMAN RELATIONS COMMITTEE:

NO MARKET COMPARISON

Since our Class A Units are not publicly traded, there can be no comparison to a broad market index.

MEMBER PROPOSALS AND NOMINATIONS

FOR MANAGERS FOR AN ANNUAL MEETING

Any member holder desiring to submit a proposal for consideration at the 2004 annualnext meeting of members must make such submission to us at our principal place of business as discussed below. Any member proposal must comply with applicable laws and Securities and Exchange Commission rules and regulations. In addition, as described in more detail below, the Company’s Operating Agreement provides that a member must give timely notice thereof in writing and in proper form to the Secretary of the Company.

Similarly, any member may submit a nominee to the Board of Managers provided that such nomination is made in compliance with all applicable laws, Securities and Exchange Commission rules and regulations and our Operating Agreement.

To be properly brought before an annuala meeting, nominations for the election of managers or other business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board; (b) otherwise properly brought before the meeting by or at the direction of the Board; or (c) otherwise properly brought before the meeting by a member. For business to be properly brought before an annual meeting by a member, or for a member to nominate candidates for election as Managers at an annual or special meeting of the members, the member must have given timely notice thereof in writing and in proper form

to the Secretary of the Company. To be timely, notice must be delivered, or mailed to and received at the principal executive offices of the Company:

(a) in the case of an annual meeting that is called for a date that is within 30 days before or after the anniversary date of the immediately preceding annual meeting of members, not less than 60 days nor more than 90 days prior to such anniversary date; and

(b) in the case of an annual meeting that is not called for a date that is within 30 days before or after the anniversary date of the immediately preceding annual meeting, or in the case of a special meeting of the members at which managers will be elected, not later than the close of business on the tenth day following the date on which notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first.

To be in proper form, the notice to the Secretary shall set forth, as to each matter: (i) the name and address of the member who intends to make the nominations or propose the business and, as the case may be, of the person or persons to be nominated or of the business to be proposed; (ii) a representation that the member is a holder of record of Class A Units entitled to vote at such meeting and, if applicable, intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) if applicable, a description of all arrangements or understandings between the member and each nominee and any other person or persons pursuant to which the nomination or nominations are to be made by the member; (iv) such other information regarding each nominee or each matter of business to be proposed by such member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated, or intended to be nominated, or the matter been proposed, or intended to be proposed by the Board of Managers; and (v) if applicable, the consent of each nominee to serve as a manager of Kaiser LLC if so elected.

Given the nature of the Company and in an effort to reduce costs, the Company currently holds meetings for the election of Managers approximately every two years. Accordingly, the Company currently anticipates that the next meeting at which Managers would be elected would be held in June 2008.

ANNUAL REPORT

Enclosed with this Proxy Statement is a copy of our Annual Report to members for the year ended December 31, 2002.2005. No part of such Annual Report is intended to be incorporated into this Proxy Statement and no part of the Annual Report is to be considered proxy soliciting material.except as expressly provided herein. We will furnish you a copy of our 2002 10-KAnnual Report on Form 10-KSB, without charge.charge, upon written request.request although our Annual Report on Form 10-KSB is being furnished to you with this Proxy.

OTHER MATTERS

As of the date of this Proxy Statement, the Company is not aware of any other matters that may come fore the meeting. However, if matters other than the election of individuals to serve on our Board of Managers should properly come before the meeting, the individuals named on the enclosed card intend to vote such proxy in accordance with their best judgment.

SUMMARY OF INFORMATION INCORPORATED BY REFERENCE

The following table summarizes the information incorporated by reference for our 2005 Annual Report on 10-KSB:

Annex ANNEX A

KAISER VENTURES LLC

AUDIT COMMITTEE CHARTER

(AMENDED & RESTATED)

MNARCHOVEMBER 18, 20038, 2005

STATEMENTOF POLICY

The Audit Committee of the Board of Managers shall assist the managersBoard of Managers in fulfilling theirits financial oversight responsibilities. Its primary function shall be to review the financial information which will be provided to the members and others, the financial reporting process, the system of internal controls, the audit process and Kaiser Venture LLC’s (the “Company” or “Kaiser”) process for monitoring compliance with laws and regulations.

To assure the appropriate division of labor in corporate governance, the Audit Committee must draw a line between its oversight role and management’s role in managing the affairs of the Company. The Audit Committee is intended to oversee, but not replace, management’s own efforts. Accordingly, the Audit Committee will initiate reviews of the Company’s financial reporting processes and systems, but it is the responsibility of management and the independent auditorsregistered public accounting firm to bring to the attention of the Audit Committee any significant failures, irregularities, or other problems within those processes and systems that may arise from time to time and come to their attention.

In performing its duties, the Audit Committee will seek to maintain free and open communication between the managers, the independent auditors,registered public accounting firm, and the financial management of the Company. The Audit Committee is intended to provide an independent and, as appropriate, confidential forum in which interested parties can freely discuss information and concerns.

The Audit Committee shall have the authority to retain independent legal, accounting and other consultants to advise the Committee in the performance of its duties.

AUDIT COMMITTEE COMPOSITION

AUDIT COMMITTEE COMPRISED SOLELYOF INDEPENDENT MANAGERS. The Audit Committee shall be comprised of at least two “independent” managers. If at any time the Committee is composed of fewer than two independent managers, such lesser number will constitute the Audit Committee until the Board of Managers appoints a successor or successors. Committee members may be removed by the Board of Managers at any time in its discretion.

For a manager to be deemed “independent,” the Board of Managers must affirmatively determine the manager has no material relationship with the Company either directly or as a partner, shareholder, investor or officer of an organization that has a relationship with the Company). “Independence” also requires a five-year cooling-off period for managers who are or were employees of Kaiser, or of its independent auditors and for immediate family members of the above. If future SEC or other applicable rules require a more limited definition of “independent,” then this charter will be deemed amended when so required to conform with any additional limitations.

Annex - 1

ACCOUNTINGAND FINANCIAL EXPERIENCEOF COMMITTEE CHAIR. The members of the Audit Committee shall designate a Chair by majority vote of the full Audit Committee membership. The Chair of the Audit Committee shall have sufficient accounting or financial management experience to protect the interests of Kaiser’s members, evaluate financial statements, understand general accounting principles, GAAP reporting, and monitor and evaluate internal audit controls as well as the overall audit process and compliance with laws and regulations.

ONE AUDIT COMMITTEE MEMBERMUSTBEA “FINANCIAL EXPERT.” At least one member of the Audit Committee (which may be the Chair) shall have accounting or financial management experience sufficient to qualify as a “financial expert” under the rules of NASDAQ in effect as of the date this Committee adopts this revised Audit Committee Charter. In determining whether an Audit Committee member is a financial expert, the Board of Managers and the Audit Committee will consider, among other things, whether a person has, through education and experience as a public accountant or auditor or a principal financial officer or principal accounting officer, or from a position involving similar functions:

ADDITIONAL LIMITATIONS. No member of the Audit Committee may sit on audit committees for more than two other public companies, unless explicitly approved by the Company’s Board of Managers and proper disclosure is made in the Company’s proxy statement.

MEETINGS AT LEAST QUARTERLY

The Audit Committee will meet in an executive session at least quarterly, or more frequently as circumstances dictate. As part of its job to foster open communication, in connection with each meeting the Committee will provide an opportunity for the independent auditors and management of the Company to meet separately with the Audit Committee, without members of the other group present. Among the items to be discussed in these meetings are the independent auditors’ evaluation of the Company’s financial and accounting personnel and the cooperation that the independent auditors received during the course of their work. Telephonic meetings, as appropriate, are permitted.

VOTING

Each member of the Audit Committee shall have one vote.

COMPENSATION

Audit Committee members may not receive any compensation from Kaiser, other than as a unit holder, manager and/or as a member of any committee appointed by the Board of Managers.

Annex - 2

SOLE AUTHORITYFOR RETAINING INDEPENDENT REGISTERED PUBLICAUDITORSCCOUNTING FIRMAND OTHER FINANCIAL PROFESSIONALS

The Audit Committee will have the sole power to:

Annex-2

OVERSIGHT RESPONSIBILITIES

In carrying out its responsibilities, the Audit Committee believes its policies and procedures should remain flexible in order to be able to best react to changing conditions, and to help ensure that the corporate accounting and reporting practices of the Company meet or exceed all applicable legal and business standards.

In carrying out its responsibilities, the Audit Committee will:

Annex-3Annex - 3

Annex-4Annex - 4

Annex - 5

PROCEDURESFOR RESPONDINGTO CONCERNS

Every employee of or consultant to the Company who has, or who hears expressed by another person, any concerns about the manner in which the Company’s financial statements or public reports are prepared, the sufficiency of its internal financial controls, the honesty or competence of its financial management or independent auditorsregistered public accounting firm or any other matter within the purview of the Audit Committee is directed and strongly encouraged to report the matter promptly to any member of the Audit Committee. The Audit Committee will attempt to keep the name of the person reporting the potential issue confidential to the extent requested by that person and not inconsistent with the best interests of the Company.The Audit Committee will not tolerate retaliation against any person who reports potential issues to the Audit Committee in good faith.

Any member of the Audit Committee who receives such a complaint or inquiry shall notify the Chair of the Audit Committee, who shall then notify the other members of the Audit Committee. The Audit Committee will then promptly decide on an appropriate methodology to investigate, understand and resolve the potential issue in a timely fashion. To do so, the Audit Committee has the power to retain outside counsel, accountants and other professionals to assist in responding to and investigating any issue. After review and discussion in an executive session and (as the Audit Committee deems necessary) with the full Board of Managers and with outside counsel or other outside advisors, the Audit Committee shall seek to promptly address the concerns and respond privately or publicly, as appropriate, to address the matter. The decision of the Audit Committee in any such matter will be final and binding on the Company without further action of the Board of Managers.

Annex-5

Approved by the Board of Managers and the Audit Committee as of March 18, 2003.November 8, 2005.

Annex-6Annex - 6

AppendixAPPENDIX “A”

To help maintain internal audit controls, the following non-audit services shall not be performed by Kaiser’s independent auditorsregistered public accounting firm (“Prohibited Services”):

Some factors which may be considered by the Audit Committee when deciding whether to approve audit and non-audit services, which are not Prohibited Services, include:

Annex-7Annex - 7

In accordance with their discretion, said Attorneys and Proxies are authorized to vote upon such other matters or proposals not known at the time of solicitation of this proxy which may properly come before the meeting.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE POSTAGE PAID ENVELOPE ENCLOSED.

ACS Securities Services, Inc., 3988 N. Central Expressway, Bldg. 5 – 6^th Fl., Dallas TX 75240-9704

KAISER VENTURES LLC

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF MANAGERS

The undersigned hereby appoints Richard E. Stoddard and James F. Verhey as Proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated herein, all Class A Units of Kaiser Ventures LLC (the “Company”) held of record by the undersigned on April 28, 2003,2006, at the annual meeting of the members of the Company to be held on June 17, 2003,20, 2006, or any adjournment thereof.

This Proxyproxy when properly executed will be voted in the manner directed herein by the undersigned Class A Member. If no direction is made, this Proxy will be voted for Proposal 1.

The representation in person or by proxy of at least a majority of the outstanding Class A Units entitled to vote at the Annual Meeting is necessary to establish a quorum for the transaction of business. Votes withheld from any nominee, abstentions and broker non-votes are counted as present or represented for purposes of determining the presence or absence of a quorum. The members of the Board of Managers are elected by plurality of the votes cast by Class A Members entitled to vote at the meeting.Meeting. Class A Units represented by proxies,Proxies, which are marked “withhold authority,” will have no effect on the outcome of the vote for election of managers. Approval of any other matter requires the affirmative vote of the majority of Class A Units present in person or represented by proxy at the annual meeting.Annual Meeting. Only Class A Units that are voted in favor of a particular proposal will be counted toward achievement of a majority. Abstentions have the same effect as votes against the proposal.

PROPOSAL 1: ELECTION OF INDIVIDUALS TO BOARD OF MANAGERS

(THE BOARD OF MANAGERS RECOMMENDS A VOTE “FOR” ALL NOMINEES TO THE BOARD OF MANAGERS. This proxy when properly executed will be voted in the manner directed herein by the undersigned limited partner.

Class A Unitholders may submit their proxy vote by either a) signing the back of this card and submitting by mail, b) by submitting their vote by phone, or c) by submitting their vote by internet.

To place a vote by phone, please call toll-free (877) 482-4947. At the prompt, please enter the unique seven-digit number printed below and, after the next prompt, enter the last four digits of the Primary Investor’s Tax ID to login. Follow the prompts to place your vote. To place a vote by internet, please go to http://www.kaiserventures.com and follow the link to the Proxy Voting website. Enter the unique seven-digit number printed below and the last four digits of the Primary Investor’s Tax ID to login. Follow the instructions shown on the screen to place your vote. Unitholders may submit their votes by any of the three manners listed above, however, only the last vote received by June 19, 2006 at 9:00 AM Pacific Time will be signed onaccepted. Votes may also be submitted in person at the annual meeting. Any vote submitted will automatically revoke any previous vote submitted for this proxy.

In accordance with their discretion, said Proxies are authorized to vote upon such other side)matters or proposals not known at the time of solicitation of this proxy that may properly come before the meeting.

Dated , 2006

Signature

Signature (if held jointly)

Title

Please sign exactly as name appears at the left. When units are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee or corporation, please sign in full corporate name by President or other authorized person. If a partnership, please sign in partnership name by authorized person. Please provide copy of corporate resolution or other document showing authorized persons.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED PREPAID ENVELOPE TO:

ACS Securities Services, Inc., 3988 N. Central Expressway, Bldg. 5, 6th Floor, Dallas, Texas 75204-0918. If you have any questions, please feel free to contact our tabulation agent ACS Securities Services, Inc. at (866) 275-3703.