INVESTMENT ADVISORY AGREEMENT
Exhibit 99.(2)(g)
This
INVESTMENT ADVISORY AGREEMENT (“Agreement”) is made this 1st day of November, 2002, 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 intends to engage 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 desires to retain the Adviser to render investment advisory services to each series of the Company (each a “Series”) in the manner and
on the terms and conditions hereinafter set forth; and
WHEREAS, the Adviser desires to be retained to perform
such services on said terms and conditions:
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 each 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 each Series in any one or more investment vehicles (each an “Investment Vehicle”) in a manner consistent with
such 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 a Series from Investment
Vehicles; and (c) to take such further action as the Adviser shall deem necessary or appropriate for the management of each 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 each Series and the expenses assumed by the Adviser under this Agreement, the Adviser shall receive a fee determined separately with respect to each Series specified on
Appendix A to this Agreement at the annualized rate specified for each such Series 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 each Series will be the product of the monthly rate applicable to each Series and the “Net Assets” of such 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 any 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
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or non-performance of any Indemnified Person’s duties in respect of the Company or any 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 any 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 each 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 any Series by the Directors, by the vote of
a majority of the outstanding voting securities of a 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 each 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: |
AMCAR Partners, Inc. Managing
Member | |
| By: |
||
| | ||
| Name Title | ||
| CITIGROUP ALTERNATIVE INVESTMENTS, LLC | ||
| By: |
||
| | ||
| Name Title | ||
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APPENDIX A
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
| Annual Fee Rate | ||
| Series M Series G |
2.25% 2.0% | |
| 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. | ||
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