0000950130-02-007830 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • November 13th, 2002 • Citigroup Alternative Investments Multi Adv Hedge Fu Por LLC • Delaware

THIS AGREEMENT is made as of , 2002, by and among CITIGROUP ALTERNATIVE INVESTMENTS MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC, a Delaware limited liability company (the “Company”), CITIGROUP ALTERNATIVE INVESTMENTS LLC., a Delaware limited liability company (the “Administrator”), and PFPC INC., a Massachusetts corporation (the “Escrow Agent”).

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PLACEMENT AGENCY AGREEMENT CITIGROUP ALTERNATIVE INVESTMENTS MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
Placement Agency Agreement • November 13th, 2002 • Citigroup Alternative Investments Multi Adv Hedge Fu Por LLC • New York

This Placement Agreement (the “Agreement”) dated as of , 2002, by and among Citigroup Alternative Investments Multi-Adviser Hedge Fund Portfolios LLC (the “Fund”), a Delaware limited liability company operating (or intending to operate) as a closed-end, non-diversified management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and Salomon Smith Barney Inc. (the “Placement Agent”), a New York corporation operating as a broker-dealer and registered as such with the Securities and Exchange Commission (“SEC”) and National Association of Securities Dealers, Inc. (“NASD”).

ADMINISTRATIVE AND INVESTOR SERVICES AGREEMENT
Administrative and Investor Services Agreement • November 13th, 2002 • Citigroup Alternative Investments Multi Adv Hedge Fu Por LLC • New York

This ADMINISTRATIVE AND INVESTOR SERVICES AGREEMENT (the “Agreement”) is made as of [ ], 2002, by and between Citigroup Alternative Investments LLC, a Delaware limited liability company (the “Administrator”), and Citigroup Alternative Investments Multi-Adviser Hedge Fund Portfolios LLC, a Delaware limited liability company (the “Company”). Capitalized terms not defined herein have the meanings attributed to them in the Limited Liability Company Agreement of the Company, as amended (the “LLC Agreement”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 13th, 2002 • Citigroup Alternative Investments Multi Adv Hedge Fu Por LLC • New York

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”).

SUB-ADMINISTRATION, ACCOUNTING AND INVESTOR SERVICES AGREEMENT
Investor Services Agreement • November 13th, 2002 • Citigroup Alternative Investments Multi Adv Hedge Fu Por LLC

THIS AGREEMENT is made as of , 2002 separately by and between each of the entities listed on Schedule A, attached hereto and made a part hereof as may be amended from time to time (each, a “Fund”), CITIGROUP ALTERNATIVE INVESTMENTS LLC, a Delaware limited liability company (“CAI”) and PFPC Inc., a Massachusetts corporation (“PFPC”).

CITIGROUP ALTERNATIVE INVESTMENTS MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC (A DELAWARE LIMITED LIABILITY COMPANY) LIMITED LIABILITY COMPANY AGREEMENT
Separate Series Agreement • November 13th, 2002 • Citigroup Alternative Investments Multi Adv Hedge Fu Por LLC • Delaware
CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • November 13th, 2002 • Citigroup Alternative Investments Multi Adv Hedge Fu Por LLC

THIS AGREEMENT is made as of , by and between PFPC TRUST COMPANY, a limited purpose trust company incorporated under the laws of Delaware (“PFPC Trust”), and CITIGROUP ALTERNATIVE INVESTMENTS MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC, a Delaware limited liability company (the “Fund”).

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