INVESTMENT ADVISORY AGREEMENT
This AGREEMENT, dated March 21, 2002, 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 or
sub-advisers to assist in managing the Fund's assets and monitor adherence
by the portfolio managers or sub-advisers 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; and
(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. To the extent not required
to be provided by the Fund's administrator, 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, sub-contract investment advisory services with respect to the Fund
to one or more sub-advisers pursuant to one or more sub-investment advisory
agreements agreeable to the Fund and approved in accordance with the
provisions of the 1940 Act.
(c) 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.
(d) 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.
(e) 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 furnished by, or arranged to be furnished 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 daily net assets. 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 and to the
requirements of the 1940 Act and the Advisers Act, 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 5.4 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: /s/Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman
ADVANTAGE ADVISERS, L.L.C.
By: /s/Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title:
