Exhibit (p)
AGREEMENT WITH RESPECT TO SEED CAPITAL
This AGREEMENT, is entered into as of January 7, 2002, 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, 4,252.63 of the Fund's shares
of beneficial interest (the "Shares"), at a price of
$23.75 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: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board
ADVANTAGE ADVISERS, L.L.C.
By: Advantage Advisers, Inc.
Its Managing Member
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Managing Director
