AGREEMENT WITH RESPECT TO SEED CAPITAL
This AGREEMENT, is entered into as of [ ], 2001, by and
between Advantage Advisers Multi-Sector Fund I, a business trust organized
and existing under the laws of Delaware (the "Fund"), and Advantage
Advisers, L.L.C., a limited liability company organized and existing under
the laws of Delaware (the "Purchaser").
WHEREAS, the Fund is an investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as a
non-diversified, closed-end management investment company; and
WHEREAS, the Fund proposes to issue and sell its shares
of beneficial interest, par value $.001 per share, to the public pursuant
to a Registration Statement on Form N-2 (the "Registration Statement")
filed with the Securities and Exchange Commission; and
WHEREAS, Section 14(a) of the 1940 Act prohibits any
registered investment company from making a public offering of its
securities unless such company has a net worth of at least $100,000.
The Fund and Purchaser, intending to be legally bound,
hereby agree as follows:
1. The Fund offers to sell to Purchaser and
Purchaser agrees to purchase from the Fund,
[4,040]of the Fund's shares of beneficial
interest (the "Shares"), at a price of $25.00
per share for an aggregate purchase price of
$[101,000]on a date to be specified by the Fund,
prior to the effective date of the Registration
Statement.
2. Purchaser represents and warrants that the
Shares are being acquired for investment
purposes and not with a view to the resale or
distribution thereof, and that Purchaser has no
present intention to dispose of, sell, grant any
participation in or otherwise transfer or
distribute the Shares.
3. The Purchaser understands that the Shares are
"restricted securities" and may be sold only
pursuant to a registration statement under the
Securities Act of 1933, as amended (the "1933
Act"), or an applicable exemption from the
registration requirements of the 1933 Act.
4. Purchaser's right to purchase the Shares under
this agreement is not transferable or assignable.
IN WITNESS WHEREOF, the parties hereto have executed this
agreement as of the date first written above.
ADVANTAGE ADVISERS MULTI-SECTOR FUND I
By: ____________________________________
Name:
Title:
ADVANTAGE ADVISERS, L.L.C.
By: ____________________________________
Name:
Title:
