AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
This AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
("Agreement") is made this 29th day of December, 2006, by and between Citigroup
Alternative Investments Multi-Adviser Hedge Fund Portfolios LLC, a Delaware
limited liability company (the "Company"), and Citigroup Alternative Investments
LLC, a Delaware limited liability company (the "Adviser").
W I T N E S S E T H:
WHEREAS, the Company is engaged in business as a closed-end,
non-diversified, management investment company registered under the Investment
Company Act of 1940, as amended (the "Investment Company Act"); and
WHEREAS, the Adviser is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and is
engaged in the business of providing advice relating to investments in
securities;
WHEREAS, the Company retained the services of the Adviser to render
investment advisory services to Series G and Series M of the Company in the
manner and on the terms and conditions set forth in the Investment Advisory
Agreement (the "Investment Advisory Agreement") dated November 1, 2002;
WHEREAS, that Investment Advisory Agreement is being amended and
restated by this Agreement to document the dissolution of Series M.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the Company and the Adviser agree as follows:
1. Appointment of Adviser. The Company hereby retains the Adviser to
serve as its investment adviser and, subject to the supervision and control of
the Board of Directors of the Company (the "Directors" and any one of them, a
"Director"), to manage the investment program of Series G of the Company (the
"Series") as hereinafter set forth.
2. Duties of Adviser. Without limiting the generality of Section 1
hereof, the Adviser shall obtain and evaluate such information and advice
relating to the economy, securities markets, and securities as it deems
necessary or useful to discharge its duties hereunder, including: (a) to invest
and reinvest the assets of the Series in any one or more investment vehicles
(each an "Investment Vehicle") in a manner consistent with the Series'
investment objective, as set forth in the Private Placement Memorandum of the
Company and as may be adopted from time to time by the Directors and applicable
laws and regulations; (b) to withdraw capital of the Series from Investment
Vehicles; and (c) to take such further action as the Adviser shall deem
necessary or appropriate for the management of the Series. The Adviser shall
furnish the Company with such
information, evaluations, analyses and opinions formulated or obtained by the
Adviser in the discharge of its duties as the Company may, from time to time,
reasonably request.
Without limiting the generality of the above paragraph of this
Section 2, the Adviser shall be authorized to take the following actions in
performing its obligations under this Agreement: (a) open, maintain and close
accounts in the name and on behalf of the Series with brokers and dealers as it
determines to be appropriate; (b) select and place orders with brokers, dealers
or other financial intermediaries for the execution, clearance or settlement of
any transactions on behalf of the Series on such terms as the Adviser considers
appropriate and which are consistent with the policies of the Series; and (c)
subject to any policies adopted by the Directors and provisions of applicable
law, agree to such commissions, fees and other charges on behalf of the Company
as the Adviser deems reasonable in the circumstances, taking into account all
such factors it considers to be relevant (including the quality of research and
other services made available to it even if such services are not for the
exclusive benefit of the Company and the cost of such services does not
represent the lowest cost available). The Adviser shall be under no obligation
to combine or arrange orders so as to obtain reduced charges unless otherwise
required under federal securities law. The Adviser may use, subject to such
procedures as may be adopted by the Directors, affiliates of the Adviser as
brokers to effect securities transactions for the Company, and the Company may
pay such commissions to such brokers in such amounts as are permissible under
applicable law.
3. Reports by Company to Adviser. The Company shall, from time to
time, furnish or otherwise make available to the Adviser such financial reports,
proxy statements, policies and procedures and other information relating to the
business and affairs of the Company as the Adviser may reasonably require in
order to discharge its duties and obligations hereunder.
4. Expenses.
(a) The Adviser shall bear the cost of rendering the services to be
performed by it under this Agreement, including the costs relating to
maintaining such staff and employing or retaining such personnel and consulting
with such other persons (including its affiliates) as may be necessary to render
the services to be provided hereunder.
(b) The Company shall assume and pay or cause to be paid all
expenses of the Company not expressly assumed by the Adviser under this
Agreement, including, without limitation: fees paid directly or indirectly to
sub-advisers; all expenses directly related to the Series' investment programs,
including, but not limited to, indirect expenses of Investment Vehicles as well
as brokerage commissions, research fees, interest and commitment fees on loans
and debit balances, borrowing charges on securities sold short, dividends on
securities sold but not yet purchased, custodial fees, margin fees, transfer
taxes and premiums, taxes withheld on non-U.S. dividends; all costs and expenses
associated with the organization and registration of the Company, including
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certain offering costs and the costs of complying with any applicable federal or
state laws; attorneys' fees and disbursements associated with updating the
Company's Private Placement Memorandum and subscription documents (the "Offering
Materials"); the costs of printing the Offering Materials; the costs of
distributing the Offering Materials to prospective investors; and attorneys'
fees and disbursements associated with the review of subscription documents
executed and delivered to the Company in connection with the offerings of
interests in the Company; the costs and expenses of holding any meetings of
members of the Company; fees and disbursements of any attorneys, accountants,
auditors and other consultants and professionals engaged on behalf of the
Company; fees of custodians and other persons providing custodial,
administrative, recordkeeping and other services to the Company; the costs of a
fidelity bond and any liability insurance obtained on behalf of the Company; all
expenses of computing the Company's net asset value, including any equipment or
services obtained for these purposes; and all charges for equipment or services
used in communicating information regarding the Company's transactions among the
Adviser and any sub-adviser, custodian or other agent engaged by the Company;
and any extraordinary expenses.
5. Investment Advisory Fee. As compensation for the services
provided to the Series and the expenses assumed by the Adviser under this
Agreement, the Adviser shall receive a fee with respect to the Series specified
on Appendix A to this Agreement at the annualized rate specified on Appendix A.
This fee shall be paid monthly in arrears within 20 business days following
month-end and shall be prorated on a daily basis for any period that is less
than a full month. The fee for the Series will be the product of the monthly
rate and the "Net Assets" of the Series as of the close of the particular month
as determined in accordance with the Limited Liability Company Agreement of the
Company (the "Limited Liability Company Agreement").
6. Standard of Care and Liability. The Adviser shall perform its
duties under this Agreement using its best judgment and efforts. In the absence
of willful misfeasance, bad faith, gross negligence, or reckless disregard of
obligations or duties under this Agreement, neither the Adviser nor any of its
shareholders, directors, officers, employees or agents, nor any of their
affiliates, executors, heirs, assigns, successors or other legal representatives
(collectively, the "Affiliates") shall be liable to the Company or the Series
for any error of judgment, mistake of law, or any act or omission by any such
person relating to the services to be provided hereunder.
7. Indemnification.
(a) To the fullest extent permitted by law, the Company shall
indemnify the Adviser, or any shareholder, director, officer, employee or agent
of the Adviser and any of their Affiliates (each an "Indemnified Person")
against any and all costs, losses, claims, damages or liabilities, joint or
several, including, without limitation, reasonable attorneys' fees and
disbursements, resulting in any way from the performance or non-performance of
any Indemnified Person's duties in respect of the Company or the
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Series, except from any such costs, losses, claims damages or liabilities
resulting from willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties under this Agreement on the part of the
Indemnified Person ("Disabling Conduct"). An Indemnified Person shall be
entitled to indemnification hereunder upon a determination made in the following
manner: (i) a final decision on the merits by a court or other body before whom
the proceeding was brought that the Indemnified Person was not liable by reason
of Disabling Conduct; or (ii) a reasonable determination, based upon a review of
the facts and reached by competent legal counsel selected by the Directors and
set forth in writing, that the Indemnified Person is entitled to indemnification
hereunder. The Company shall advance to an Indemnified Person (to the extent the
Company has funds available and without incurring borrowing expenses for such
purpose) reasonable attorneys' fees and other costs and expenses incurred in
connection with the defense of any action or proceeding arising out of such
performance or non-performance. The Adviser agrees, and each other Indemnified
Person shall agree as a condition of any such advance, to reimburse the Company
for such advance if it is determined, as provided in this paragraph, that the
Indemnified Person was not entitled to indemnification hereunder.
(b) Notwithstanding anything to the contrary set forth above, the
provisions of this Section 7 shall not be construed so as to relieve the
Indemnified Person of, or provide indemnification with respect to, any liability
(including liability under the federal securities laws) to the extent that such
liability may not be waived, limited or modified under applicable law or that
such indemnification would be in violation of applicable law. The provisions of
this Section 7, however, shall be construed to effectuate its purpose to the
fullest extent permitted by law.
8. Liabilities. The parties to this Agreement agree that the
obligations of the Company and the Series under this Agreement shall not be
binding upon any of the members of the Company or any officers, employees or
agents, whether past, present or future, of the Company, individually, but are
binding only upon the assets and property of the Company.
9. Independent Contractor. Nothing contained in this Agreement shall
prevent the Adviser or any affiliated person of the Adviser from acting as
investment adviser or manager for any other person, firm or corporation and,
except as required by applicable law (including Rule 17j-1 under the Investment
Company Act), shall not in any way bind or restrict the Adviser or any such
affiliated person from buying, selling or trading any securities or commodities
for their own accounts or for the account of others for whom they may be acting.
Nothing in this Agreement shall limit or restrict the right of any member,
officer or employee of the Adviser (or its affiliates) to engage in any other
business or to devote his or her time and attention in part to the management or
other aspects of any other business whether of a similar or dissimilar nature.
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10. Term. This Agreement shall become effective as of the 1st day of
November, 2002, and shall remain in effect for an initial two (2) year term,
unless sooner terminated as hereinafter provided. Thereafter, this Agreement
shall continue in effect from year to year as to the Series if such continuation
is approved annually by the Directors (including a majority of the Directors who
are neither "interested persons" of a party to this Agreement nor themselves a
party hereto) by vote cast in person at a meeting called for the purpose of
voting on such approval.
11. Termination. (a) This Agreement may be terminated without
penalty as to the Series by the Directors or by the vote of a majority of the
outstanding voting securities of the Series upon sixty (60) days' prior written
notice to the Adviser, or by the Adviser upon sixty (60) days' prior written
notice to the Company.
(b) This Agreement shall automatically terminate in the event of its
assignment (as defined for purposes of Section 15 of the Investment Company Act)
if consent to such assignment is not obtained in accordance with Section 12.
12. Transfer, Assignment. This Agreement may not be transferred,
assigned, sold or in any manner hypothecated or pledged without the affirmative
vote or written consent of the holders of a majority of the outstanding voting
securities of the Series.
13. Severability. If any provision of this Agreement shall be held
or made invalid by a court decision, statute or rule, or shall be otherwise
rendered invalid, the remainder of this Agreement shall not be affected thereby.
14. Definitions. The terms "majority of the outstanding voting
securities" and "interested persons" shall have the meanings as set forth in the
Investment Company Act.
15. Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
16. Amendments. This Agreement may be amended only by the written
agreement of the parties.
17. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of New York.
18. Notices. Any notice under this Agreement shall be given in
writing and shall be deemed to have been duly given when delivered by hand, on
the date indicated as the date of receipt on a return receipt, or at time of
receipt if sent to the other party at the principal office of such party by
regular mail, commercial courier service, telex or telecopier.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement on the day and year first above written.
CITIGROUP ALTERNATIVE INVESTMENTS MULTI-ADVISER
HEDGE FUND PORTFOLIOS LLC
By: _______________________________________
Name:
Title:
CITIGROUP ALTERNATIVE INVESTMENTS, LLC
By: _______________________________________
Name:
Title:
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APPENDIX A
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CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
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Annual Fee Rate
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Series G 1.5%
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The Adviser may, from time to time in its discretion, reduce or
rebate a portion of this fee with respect to a Series or particular
members' capital accounts, to the extent permitted by the Limited
Liability Company Agreement and the Offering Materials.
