INVESTMENT ADVISORY AGREEMENT
This AGREEMENT, dated [ ], 2001, by and between Advantage
Advisers Multi-Sector Fund I, a Delaware business trust (the "Fund"), and
Advantage Advisers, L.L.C., a Delaware limited liability company (the
"Investment Adviser").
WHEREAS, the Investment Adviser has agreed to furnish investment
advisory services to the Fund, a non-diversified, closed-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act");
WHEREAS, this agreement has been approved in accordance with the
provisions of the 1940 Act and the Investment Adviser is willing to provide
such services upon the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual premises and
covenants herein contained and other good and valuable consideration, the
receipt of which is hereby acknowledged, it is agreed by and between the
parties hereto as follows:
Section 1. GENERAL. The Investment Adviser agrees, all as fully
set forth herein, to act as investment adviser to the Fund with respect to
the investment of the Fund's assets and to supervise and arrange for the
day-to-day operations of the Fund and the purchase of securities for and the
sale of securities held in the investment portfolio of the Fund.
Section 2. DUTIES AND OBLIGATIONS OF THE INVESTMENT ADVISER WITH
RESPECT TO INVESTMENT OF ASSETS OF THE FUND. Subject to the succeeding
provisions of this Section 2 and subject to the direction and control of the
Fund's Board of Trustees, the Investment Adviser shall:
(a) act as investment adviser for, and supervise and manage the
investment and reinvestment of, the Fund's assets and, in connection
therewith, have complete discretion in purchasing and selling securities and
other assets for the Fund and in voting, exercising consents and exercising
all other rights appertaining to such securities and other assets on behalf
of the Fund consistent with the investment objective, policies and
restrictions of the Fund, subject to the overall supervision of the Board of
Trustees;
(b) supervise continuously the investment program of the Fund and
the composition of its investment portfolio and, in connection therewith,
identify, make arrangements for and retain portfolio managers to assist in
managing the Fund's assets and monitor adherence by the portfolio managers to
the investment strategies selected for use by the Fund;
(c) arrange, subject to the provisions of paragraph 4 hereof, for
the purchase and sale of securities and other assets held in the investment
portfolio of the Fund;
(d) provide, or arrange to have provided, investment research to
the Fund.
Section 3. DUTIES AND OBLIGATIONS OF INVESTMENT ADVISER WITH
RESPECT TO THE ADMINISTRATION OF THE FUND. The Investment Adviser agrees to
furnish, or have furnished, office facilities and certain support and
administrative services and personnel as necessary to operate the Fund as
follows:
(a) overseeing the determination and publication of the Fund's
net asset value in accordance with the Fund's policy with respect thereto as
adopted from time to time by the Board of Trustees;
(b) overseeing the maintenance by the Fund's custodian and
transfer agent and dividend disbursing agent of certain books and records of
the Fund as required under Rule 31a-1(b)(4) of the 1940 Act and maintain (or
oversee maintenance by such other persons as approved by the Board of
Trustees) such other books and records required by law or for the proper
operation of the Fund;
(c) overseeing the preparation and filing of the Fund's federal,
state and local income tax returns and any other required tax returns;
(d) reviewing the appropriateness of and arranging for payment of
the Trust's expenses;
(e) preparing, or arranging to have prepared, for review and
approval by officers of the Fund, financial information for the Fund's
semi-annual and annual reports to shareholders, proxy statements (if any) and
other communications with shareholders, and arranging for the printing and
dissemination of such reports and other communications to shareholders;
(f) preparing, or arranging to have prepared, for review by
officers of the Fund semi-annual and annual financial reports for the fund
required to be filed with the Securities and Exchange Commission ("SEC") on
Form N-SAR and such other reports, forms and filings to or with the SEC as
may required by the 1940 Act, the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or the Investment Advisers Act of 1940, as amended (the
"Advisers Act");
(g) preparing reports relating to the business and affairs of the
Fund as may be mutually agreed upon and not otherwise appropriately prepared
by the Fund's custodian, transfer agent, custodian, dividend paying agent,
counsel or auditors;
(h) making such reports and recommendations to the Board of
Trustees concerning the performance of the independent accountants as the
Board of Trustees may reasonably request or deem appropriate;
(i) making such reports and recommendations to the Board of
Trustees concerning the performance and fees of the Fund's custodian and
transfer agent and dividend disbursing agent as the Board of Trustees may
reasonably request or deem appropriate;
(j) overseeing and reviewing calculations of fees paid to the
Fund's service providers;
(k) overseeing the Fund's portfolio and performing necessary
calculations as required under Section 18 of the 1940 Act;
(l) consulting with the Fund's officers, independent accountants,
legal counsel, custodian, accounting agent, transfer agent and dividend
disbursing agent in establishing the accounting policies of the Fund and
monitoring financial and shareholder accounting services;
(m) implementing the Fund's share repurchase program as
authorized by the Board of Trustees and as provided in the Fund's
registration statement as filed with the SEC on Form N-2 (the "Registration
Statement"), as the same may be amended from time to time;
(n) implementing the Fund's plan to sell additional shares on a
continuous or periodic basis in accordance with the Registration Statement;
(o) assisting in the determination of amounts available for
distribution as dividends and distributions to be paid by the Fund's
shareholders; preparing and arranging for the printing of dividend notices to
shareholders; and providing the Fund's dividend disbursing agent and
custodian with such information as is required for such parties to effect the
payment of dividends and distributions and to implement the Fund's dividend
reinvestment plan;
(p) preparing such information and reports as may be required by
any banks from which the Fund borrows funds;
(q) providing such assistance to the Fund's custodian, counsel
and auditors as generally may be required to properly carry on the business
and operations of the Fund;
(r) assisting in the preparation and filing of Forms 3, 4, and 5
pursuant to
Section 16 of the Exchange Act and Section 30(h) of the 1940 Act for the
officers and trustees of the Fund, such filings to be based on information
provided to the Investment Adviser by those persons;
(s) responding to, or referring to the Fund's officers or
transfer agent, shareholder (including any potential shareholder) inquiries
relating to the Fund; and
(t) supervising any other aspects of the Fund's administration as
may be agreed to by the Fund and the Investment Adviser.
All services are to be furnished through the medium of any
managers, members, officers or employees of the Investment Adviser or any
affiliate of the foregoing as the Investment Adviser deems appropriate in
order to fulfill its obligations hereunder.
The Fund will reimburse the Investment Adviser or its affiliates
for all out-of-pocket expenses incurred by them in connection with the
performance of the administrative services described in this paragraph 3.
Section 4. Covenants. In the performance of its duties under this
Agreement, the Investment Adviser shall at all times:
(a) Conform to, and act in accordance with, any requirements
imposed by: (i) the provisions of the 1940 Act and the Advisers Act, and all
applicable Rules and Regulations of the SEC; (ii) any other applicable
provisions of law; (iii) the provisions of the Amended and Restated Agreement
and Declaration of Trust and By-laws of the Fund, as such documents may be
amended from time to time; (iv) the investment strategy and investment
policies of the Fund as set forth in the Registration Statement; and (v) any
policies and determinations of the Board of Trustees of the Fund.
(b) Without limiting the generality of paragraph (a) hereof, the
Investment Adviser shall be authorized to open, maintain and close accounts
in the name and on behalf of the Fund with brokers and dealers as it
determines are appropriate; to select and place orders either directly with
the issuer or with any broker or dealer. Subject to the other provisions of
this paragraph, in placing orders with brokers and dealers, the Investment
Adviser will seek to obtain the best price and execution, taking into account
factors such as price, size of order, difficulty of execution and operational
facilities of a brokerage firm, the scope and quality of brokerage services
provided, and in the case of transactions effected with unaffiliated brokers,
the firm's risk in positioning a block of securities. Consistent with this
principle, the Investment Adviser may place brokerage orders with brokers
(including affiliates of the Fund) that provide supplemental research, market
and statistical information, including advice as to the value of securities,
the advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities, and
furnish analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy and the performance of
accounts. Information and research received from such brokers will be in
addition to, and not in lieu of, the services required to be performed by the
Investment Adviser hereunder. A commission paid to such brokers may be higher
than that which another qualified broker would have charged for effecting the
same transaction, provided that the Investment Adviser determines in good
faith that such commission is reasonable in terms either of the transaction
or the overall responsibility of the Investment Adviser to the Fund and its
other clients and that the total commissions paid by the Fund will be
reasonable in relation to the benefits to the Fund over the long-term. In
addition, the Investment Adviser is authorized to take into account the sale
of shares of the Fund in allocating purchase and sale orders for portfolio
securities to brokers or dealers (including brokers and dealers that are
affiliated with the Investment Adviser); provided that the Investment Adviser
believes that the quality of the transaction and the commission are
comparable to what they would be with other qualified firms. In no instance,
however, will the Fund's securities be purchased from or sold to the
Investment Adviser, or any affiliated person thereof, except to the extent
permitted by the SEC or by applicable law.
(c) Will maintain a policy and practice of conducting its
investment advisory services hereunder independently of the commercial
banking operations of its affiliates. When the Investment Adviser makes
investment recommendations for the Fund, its investment advisory personnel
will not inquire or take into consideration whether the issuer of securities
proposed for purchase or sale for the Fund's account are customers of the
commercial department of its affiliates.
(d) Will treat confidentially and as proprietary information of
the Fund all records and other information relative to the Fund, and
pertaining to the Fund's prior, current or potential shareholders with
respect to their investment in the Fund, in a manner consistent with the
Privacy Notification Policy of the Fund set forth in the Registration
Statement (as amended or supplemented from time to time) and will not use
such records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to and
approval in writing by the Fund, which approval shall not be unreasonably
withheld and may not be withheld where the Investment Adviser may be exposed
to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or
when so requested by the Fund.
Section 5. SERVICES NOT EXCLUSIVE. Nothing in this Agreement
shall prevent the Investment Adviser or any member, manager, officer,
employee or other affiliate thereof from acting as investment adviser for any
other person, firm or corporation, or from engaging in any other lawful
activity, and shall not in any way limit or restrict the Investment Adviser
or any of its members, manager, officers, employees or agents from buying,
selling or trading any securities for its or their own accounts or for the
accounts of others for whom it or they may be acting; provided, however, that
the Investment Adviser will undertake no activities which, in its judgment,
will adversely affect the performance of its obligations under this
Agreement.
Section 6. BOOKS AND RECORDS. In compliance with the requirements
of Rule 31a-3 under the 1940 Act, the Investment Adviser hereby agrees that
all records which it maintains for the Fund are the property of the Fund and
further agrees to surrender promptly to the Fund any such records upon the
Fund's request. The Investment Adviser further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act the records required to
be maintained by Rule 31a-1 under the 1940 Act.
Section 7. AGENCY CROSS TRANSACTIONS. From time to time, the
Investment Adviser or brokers or dealers affiliated with it may find
themselves in a position to buy for certain of their brokerage clients (each
an "Account") securities which the Investment Adviser's investment advisory
clients wish to sell, and to sell for certain of their brokerage clients
securities which advisory clients wish to buy. Where one of the parties is an
advisory client, the Investment Adviser or the affiliated broker or dealer
cannot participate in this type of transaction (known as a cross transaction)
on behalf of an advisory client and retain commissions from one or both
parties to the transaction without the advisory client's consent. This is
because in a situation where the Investment Adviser is making the investment
decision (as opposed to a brokerage client who makes his own investment
decisions), and the Investment Adviser or an affiliate is receiving
commissions from both sides of the transaction, there is a potential
conflicting division of loyalties and responsibilities on the Investment
Adviser's part regarding the advisory client. The SEC has adopted a rule
under the Advisers Act which permits the Investment Adviser or its affiliates
to participate on behalf of an Account in agency cross transactions if the
advisory client has given written consent in advance. By execution of this
Agreement, the Fund authorizes the Investment Adviser or its affiliates to
participate in agency cross transactions involving an Account. The Fund may
revoke its consent at any time by written notice to the Investment Adviser.
Section 8. EXPENSES. During the term of this Agreement, the
Investment Adviser will bear all costs and expenses of its employees and any
overhead incurred in connection with its duties hereunder and shall bear the
costs of any salaries or trustees fees of any officers or trustees of the
Fund who are affiliated persons (as defined in the 0000 Xxx) of the
Investment Adviser.
Section 9. COMPENSATION OF THE INVESTMENT ADVISER.
(a) As compensation for management services and for services
provided by the Investment Adviser (or, in the case of administrative
services, an affiliate of the Investment Adviser), the Fund agrees to pay to
the Investment Adviser a management fee (the "Management Fee") computed at
the annual rate of 1.25% of the Fund's net assets, accrued daily. The
Management Fee will be due and payable in arrears within five business days
after the end of each month. For purposes of this Agreement, net assets of
the Fund shall be calculated pursuant to the procedures adopted by the Board
of Trustees of the Fund for calculating the value of the Fund's assets or
delegating such calculations to third parties.
(b) As further compensation for management services provided by
the Investment Adviser, subject to the proviso in the last sentence of this
paragraph (b) and paragraph (c) below, the Fund agrees to pay to the
Investment Adviser an incentive fee (an "Incentive Fee") in an amount equal
to 20% of each Separate Investment Account's net profit ("Net Profit") for
any Fiscal Period, which, with respect to any Fiscal Period, shall be an
amount equal to such Separate Investment Account's realized and unrealized
gains and investment income net of realized and unrealized depreciation,
investment loss and allocated expenses (allocated in accordance with the
Registration Statement). Incentive Fees will be determined as of the last day
of a Fiscal Period and will be paid promptly thereafter from the assets of
such Separate Investment Account to which the Incentive Fee is attributable;
provided that, in the event that an Incentive Fee is payable with respect to
a Fiscal Period that is not the Fund's fiscal year end, only that portion of
the Incentive Fee that is attributable to the Net Profit of the portion of
the Separate Investment Account's assets reduced by the Fund to fund
shareholder repurchase requests (as set forth in the Registration Statement)
will be paid to the Investment Adviser for such fiscal period.
(c) No Incentive Fee with respect to a Separate Investment
Account will be payable for any Fiscal Period unless the positive balance in
such Separate Investment Account's cumulative loss account from prior Fiscal
Periods (if any) has been reduced to zero by such Separate Investment
Account's cumulative Net Profit. Upon the commencement of the Fund's
operations, a cumulative loss account will be established for each Separate
Investment Account which will be credited with the dollar amount of that
Separate Investment Account's Cumulative Loss on a daily basis. If the assets
of a Separate Investment Account are reduced by the Fund at the close of a
Fiscal Period when such Separate Investment Account's cumulative loss account
has a positive balance, the amount of such Separate Investment Account's
cumulative loss account will be reduced (but not below zero) in proportion to
the reduction in assets from such Separate Investment Account.
(d) For purposes of this Agreement,
(i) "Cumulative Loss" shall mean the cumulative amount (for
all Fiscal Periods) of a Separate Investment Account's realized and
unrealized depreciation, investment loss and allocated expenses net
of the Separate Investment Account's cumulative Net Profit;
(ii) a "Separate Investment Account" shall mean an account
established by the Fund pursuant to which a portion of the Fund's
assets will be allocated in order to pursue the Fund's investment
strategy, all as further set forth in the Registration Statement;
and
(iii) a "Fiscal Period" shall mean each twelve-month period
ending on the Fund's fiscal year end; provided that whenever the
assets of a Separate Investment Account are reduced as a result of
the Fund's share repurchases, the period of time from the last
fiscal period-end through that date shall constitute a fiscal
period.
(e) SPECIAL PROVISION WITH RESPECT TO CERTAIN TERMINATIONS.
Notwithstanding the foregoing paragraph (b), in the event that any Separate
Investment Account's then current Portfolio Manager or group of associated
Portfolio Managers is terminated as Portfolio Manager of a Separate
Investment Account (whether pursuant to the termination of this Agreement or
the termination of any such Portfolio Manager or group of associated
Portfolio Managers in accordance with the Registration Statement) at a time
when such Separate Investment Account has a net profit, the Fund will be
required to pay an Incentive Fee to the Investment Adviser with respect to
such Separate Investment Account calculated in a manner as if such
termination date were the last day of a Fiscal Period ending concurrently
with the Fund's fiscal year end.
Section 10. INDEMNITY.
(a) The Fund hereby agrees to indemnify the Investment
Adviser, and each of the Investment Adviser's members, managers, officers,
employees, agents, associates and controlling persons and the directors,
partners, members, officers, employees and agents thereof (including any
individual who serves at the Investment Adviser's request as director,
officer, partner, member, trustee or the like of another entity) (each such
person being an "Indemnitee") against any liabilities and expenses, including
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees (all as provided in accordance with applicable
state law) reasonably incurred by such Indemnitee in connection with the
defense or disposition of any action, suit or other proceeding, whether civil
or criminal, before any court or administrative or investigative body in
which such Indemnitee may be or may have been involved as a party or
otherwise or with which such Indemnitee may be or may have been threatened,
while acting in any capacity set forth herein or thereafter by reason of such
Indemnitee having acted in any such capacity, except with respect to any
matter as to which such Indemnitee shall have been adjudicated not to have
acted in good faith in the reasonable belief that such Indemnitee's action
was in the best interest of the Fund and furthermore, in the case of any
criminal proceeding, so long as such Indemnitee had no reasonable cause to
believe that the conduct was unlawful; provided, however, that (1) no
Indemnitee shall be indemnified hereunder against any liability to the Fund
or its shareholders or any expense of such Indemnitee arising by reason of
(i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv)
reckless disregard of the duties involved in the conduct of such Indemnitee's
position (the conduct referred to in such clauses (i) through (iv) being
sometimes referred to herein as "disabling conduct"), (2) as to any matter
disposed of by settlement or a compromise payment by such Indemnitee,
pursuant to a consent decree or otherwise, no indemnification either for said
payment or for any other expenses shall be provided unless there has been a
determination that such settlement or compromise is in the best interests of
the Fund and that such Indemnitee appears to have acted in good faith in the
reasonable belief that such Indemnitee's action was in the best interest of
the Fund and did not involve disabling conduct by such Indemnitee and (3)
with respect to any action, suit or other proceeding voluntarily prosecuted
by any Indemnitee as plaintiff, indemnification shall be mandatory only if
the prosecution of such action, suit or other proceeding by such Indemnitee
was authorized by a majority of the full Board of Trustees of the Fund.
(b) The Fund shall make advance payments in connection with
the expenses of defending any action with respect to which indemnification
might be sought hereunder if the Fund receives a written affirmation of the
Indemnitee's good faith belief that the standard of conduct necessary for
indemnification has been met and a written undertaking to reimburse the Fund
unless it is subsequently determined that such Indemnitee is entitled to such
indemnification and if the trustees of the Fund determine that the facts then
known to them would not preclude indemnification. In addition, at least one
of the following conditions must be met: (A) the Indemnitee shall provide a
security for such Indemnitee-undertaking, (B) the Fund shall be insured
against losses arising by reason of any lawful advance, or (C) a majority of
a quorum consisting of trustees of the Fund who are neither "interested
persons" of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor
parties to the proceeding ("Disinterested Non-Party Trustees") or an
independent legal counsel in a written opinion, shall determine, based on a
review of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the Indemnitee ultimately will be found
entitled to indemnification.
(c) All determinations with respect to indemnification
hereunder shall be made (1) by a final decision on the merits by a court or
other body before whom the proceeding was brought that such Indemnitee is not
liable or is not liable by reason of disabling conduct, or (2) in the absence
of such a decision, by (i) a majority vote of a quorum of the Disinterested
Non-Party Trustees of the Fund, or (ii) if such a quorum is not obtainable
or, even if obtainable, if a majority vote of such quorum so directs,
independent legal counsel in a written opinion. All determinations that
advance payments in connection with the expense of defending any proceeding
shall be authorized shall be made in accordance with the immediately
preceding clause (2) above.
The rights accruing to any Indemnitee under these provisions
shall not exclude any other right to which such Indemnitee may be lawfully
entitled.
Section 11. LIMITATION ON LIABILITY.
(a) The Investment Adviser will not be liable for any error of
judgment or mistake of law or for any loss suffered by Investment Adviser or
by the Fund in connection with the performance of this Agreement, except a
loss resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or
from reckless disregard by it of its duties under this Agreement.
(b) Notwithstanding anything to the contrary contained in this
Agreement, the parties hereto acknowledge and agree that, as provided in
Section 5.1 of Article V of the Amended and Restated Agreement and
Declaration of Trust of the Fund, this Agreement is executed by the Trustees
and/or officers of the Fund, not individually but as such Trustees and/or
officers of the Fund, and the obligations hereunder are not binding upon any
of the Trustees or shareholders of the Fund individually, but bind only the
estate of the Fund.
Section 12. DURATION AND TERMINATION. This Agreement shall
become effective as of the date hereof and, unless sooner terminated with
respect to the Fund as provided herein, shall continue in effect for a period
of two years. Thereafter, if not terminated, this Agreement shall continue in
effect with respect to the Fund for successive periods of 12 months; provided
that such continuance is specifically approved at least annually by both (a)
the vote of a majority of the Fund's Board of Trustees or the vote of a
majority of the outstanding voting securities of the Fund at the time
outstanding and entitled to vote, and (b) the vote of a majority of the
Trustees who are not parties to this Agreement or interested persons of any
party to this Agreement, cast in person at a meeting called for the purpose
of voting on such approval. Notwithstanding the foregoing, this Agreement may
be terminated by the Fund at any time, without the payment of any penalty,
upon giving the Investment Adviser 60 days' written notice (which notice may
be waived by the Investment Adviser); provided that such termination by the
Fund shall be directed or approved by the vote of a majority of the Trustees
of the Fund in office at the time or by the vote of the holders of a majority
of the voting securities of the Fund at the time outstanding and entitled to
vote, or by the Investment Adviser on 60 days' written notice (which notice
may be waived by the Fund). This Agreement will also immediately terminate in
the event of its assignment. (As used in this Agreement, the terms "majority
of the outstanding voting securities," "interested person" and "assignment"
shall have the meanings provided such terms in the 1940 Act and the rules
thereunder.)
Section 13. NOTICES. Any notice under this Agreement shall be
in writing to the other party at such address as the other party may
designate from time to time for the receipt of such notice and shall be
deemed to be received on the earlier of the date actually received or on the
fourth day after the postmark if such notice is mailed first class postage
prepaid.
Section 14. AMENDMENT OF THIS AGREEMENT. No provision of this
Agreement may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against which enforcement of
the change, waiver, discharge or termination is sought. Any amendment of this
Agreement shall be subject to the 1940 Act.
Section 15. GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware for
contracts to be performed entirely therein without reference to choice of law
principles thereof and in accordance with the applicable provisions of the
1940 Act.
Section 16. USE OF THE NAME ADVANTAGE ADVISERS. The Investment
Adviser has consented to the use by the Fund of the name or identifying words
"Advantage Advisers" in the name of the Fund. Such consent is conditioned
upon the employment of the Investment Adviser as the investment adviser to
the Fund. The name or identifying words "Advantage Advisers" may be used from
time to time in other connections and for other purposes by the Investment
Adviser and any of its affiliates. The Investment Adviser may require the
Fund to cease using "Advantage Advisers" in the name of the Fund if the Fund
ceases to employ, for any reason, the Investment Adviser, any successor
thereto or any affiliate thereof as investment adviser of the Fund.
Section 17. MISCELLANEOUS. The captions in this Agreement are
included for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their construction or
effect. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding on, and shall
inure to the benefit of the parties hereto and their respective successors.
Section 18. COUNTERPARTS. This Agreement may be executed in
counterparts by the parties hereto, each of which shall constitute an
original counterpart, and all of which, together, shall constitute one
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused the
foregoing instrument to be executed by their duly authorized officers, all as
of the day and the year first above written.
ADVANTAGE ADVISERS MULTI-SECTOR FUND I
By: __________________________________
Name:
Title:
ADVANTAGE ADVISERS, L.L.C.
By: __________________________________
Name:
Title:
