Exhibit 13(a)
ADMINISTRATION, ACCOUNTING AND TRANSFER AGENT
SERVICES AGREEMENT
THIS AGREEMENT is made as of October 1, 2005 by and between CITIGROUP
ALTERNATIVE INVESTMENTS MULTI-ADVISER HEDGE FUND PORTFOLIO LLC, a Delaware
limited liability company (the "Fund") and PFPC INC., a Massachusetts
corporation ("PFPC").
W I T N E S S E T H:
WHEREAS, prior to October 1, 2005, PFPC provided sub-administration,
accounting and investor services to the Fund pursuant to a Sub-Administration,
Accounting and Investor Services Agreement dated as of July 1, 2002 (the
"Sub-Administration Agreement");
WHEREAS, the Fund and PFPC desire to supersede the Sub-Administration
Agreement with this Agreement;
WHEREAS, the Fund wishes to retain PFPC to provide administration,
accounting, and transfer agent services provided for herein and in the Service
Level Agreements (as hereinafter defined), and PFPC wishes to furnish such
services.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Definitions. As Used in this Agreement:
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(a) "Authorized Person" means any officer of the Fund and any other
person duly authorized by the Fund's Governing Board to give Oral
Instructions and Written Instructions on behalf of the Fund. An
Authorized Person's scope of authority may be limited by setting
forth such limitation in a written document signed by the party
which is authorizing the Authorized Person.
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(b) "Board of Managers" and "Members" shall have the same meanings as
set forth in the Fund's limited liability company agreement (the
"Limited Liability Company Agreement").
(c) "Governing Body" means the Fund's Managing Member(s) or Board of
Directors, as applicable, pursuant to the Fund's Organizational
Documents.
(d) "Fund" shall mean CITIGROUP ALTERNATIVE INVESTMENTS MULTI-ADVISER
HEDGE FUND PORTFOLIO LLC, a Delaware limited liability company,
which through its two existing series ("Series") invests in hedge
funds.
(e) "Managing Member" and "Members" shall have the same meaning as set
forth in the Fund's limited liability company agreement.
(f) "Organizational Documents" means, the by-laws, memorandum or
articles of association, partnership agreement, limited liability
company agreement, trust deed, prospectus or similar offering
document or other documents constituting the Fund.
(g) "Oral Instructions" mean oral instructions received by PFPC from
an Authorized Person or from a person reasonably believed by PFPC
to be an Authorized Person. PFPC may rely upon instructions it
receives from an Authorized Person via electronic mail as Oral
Instructions.
(h) "Service Level Agreements" shall mean the agreements identified on
Exhibit 1.
(i) "SEC" means the U.S. Securities and Exchange Commission.
(j) "Written Instructions" mean (i) written instructions signed by an
Authorized Person and received by PFPC or (ii) trade instructions
transmitted (and received by PFPC) by means of an electronic
transaction reporting system access to which
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requires use of a password or other authorized identifier. The
instructions may be delivered by hand, mail, electronic mail,
tested telegram, cable or facsimile sending device.
2. Appointment. The Fund hereby appoints PFPC to provide administration,
accounting and investor services, in accordance with the terms set forth in
this Agreement and each Service Level Agreement. PFPC accepts such
appointment and agrees to furnish such services.
3. Compliance with Rules and Regulations.
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PFPC undertakes to comply with the applicable requirements of any laws, rules
and regulations of governmental authorities having jurisdiction with respect to
the duties to be performed by PFPC. Except as specifically set forth herein or
in a Service Level Agreement, PFPC assumes no responsibility for such compliance
by the Fund.
4. Instructions.
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(a) Unless otherwise provided in this Agreement or a Service Level
Agreement, PFPC shall act only upon Oral Instructions or Written
Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instruction or
Written Instruction it receives from an Authorized Person (or from
a person reasonably believed in good faith by PFPC to be an
Authorized Person) pursuant to this Agreement. PFPC may assume
that any Oral Instruction or Written Instruction received
hereunder is not in any way inconsistent with the provisions of
the Fund's Organizational Documents or this Agreement or of any
vote, resolution or proceeding of a Fund's Governing Board or of
the Fund's shareholders, unless and until PFPC receives Written
Instructions to the contrary or unless PFPC has actual knowledge
to the contrary.
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(c) The Fund agrees to forward to PFPC Written Instructions confirming
Oral Instructions (except where such Oral Instructions are given
by PFPC or its affiliates) so that PFPC receives the Written
Instructions as promptly as practicable and in any event by the
close of business on the day after such Oral Instructions are
received. The fact that such confirming Written Instructions are
not received by PFPC or differ from the Oral Instructions shall in
no way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions or PFPC's ability
to rely upon such Oral Instructions so long as it acts in good
faith unless PFPC has actual knowledge to the contrary.
5. Right to Receive Advice.
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(a) Advice of the Fund. If PFPC is in doubt as to any action it should
or should not take, PFPC may request directions or advice,
including Oral Instructions or Written Instructions, from the
Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any question of
law pertaining to any action it should or should not take, PFPC
may request advice from counsel of its own choosing (who may be
counsel for the Fund, the Fund's investment adviser, Governing
Body or PFPC, at the option of PFPC); provided, however that such
counsel and any related expense must be approved in advance by the
Fund which approval will not be unreasonably withheld.
(c) Conflicting Advice. In the event of a conflict between directions,
advice or Oral Instructions or Written Instructions PFPC receives
from the Fund and the advice PFPC receives from counsel, if it
involves an issue of compliance with law or legal requirements,
PFPC may rely upon and follow the advice of counsel only
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after it has discussed the matter with the Fund and the Fund's
counsel and the conflict is not resolved.
(d) Protection of PFPC. Subject to the second sentence of Section 12
and except as otherwise specifically provided herein or in a
separate agreement, PFPC shall be indemnified by the Fund and
without liability for any action PFPC takes or does not take in
good faith and reliance upon directions or reasonable advice or
Oral Instructions or Written Instructions PFPC receives from or on
behalf of the Fund or from counsel for the Fund and which PFPC
reasonably believes, in good faith, to be consistent with those
directions or advice and Oral Instructions or Written
Instructions. Nothing in this section shall be construed so as to
impose an obligation upon PFPC (i) to seek such directions or
advice or Oral Instructions or Written Instructions, or (ii) to
act in accordance with such directions or advice or Oral
Instructions or Written Instructions.
6. Records; Visits.
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(a) The books and records pertaining to the Fund, which are in the
possession or under the control of PFPC, shall be the property of
the Fund. The Fund is an investment company registered under the
1940 Act and such books and records shall be maintained as
required by the 1940 Act and other applicable securities laws,
rules and regulations. The Fund and Authorized Persons shall have
access to such books and records at all times during PFPC's normal
business hours. Upon the reasonable request of the Fund, copies of
any such books and records shall be provided by PFPC to the Fund
or to an Authorized Person of the Fund, at the Fund's expense. Any
such books or records may be maintained in the form of
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electronic media and stored on any magnetic disk or tape or
similar recording method.
(b) Except as otherwise provided in a Service Level Agreement, PFPC
shall keep the following records:
(i) all books and records with respect to the Fund's (and each
Series') books of account;
(ii) records of the Fund's (and each Series') securities
transactions;
(iii) List of investors with respect to each Series; and
(iv) Investor subscription and redemption documentation and
records with respect to each Series.
Subject to applicable provisions of the 1940 Act and the
Investment Advisers Act of 1940, as amended, regarding the location of
Fund records (and/or appropriate disclosure thereof), PFPC may house
these records in a third party storage facility and notwithstanding the
use of such facility, shall remain responsible for all such record as
provided in this Agreement. In addition, to the extent required by, and
in the manner prescribed by and in accordance with, the 1940 Act, the
books and records of PFPC pertaining to its actions under this
Agreement and reports by PFPC or its independent accountants concerning
its accounting system, procedures for safeguarding securities, and
internal accounting controls will be open to inspection and audit at
reasonable times by officers, employees, or agents of the particular
Fund or auditors employed thereby and will be preserved by PFPC.
7. Confidentiality. Each party shall keep confidential any information relating
to the other party's business ("Confidential Information"). (For the avoidance
of doubt, this Section 7 relates only to the Confidential Information of the
Fund and PFPC and their respective affiliates).
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Confidential Information shall include (a) any data or information that is
competitively sensitive material, including, but not limited to, information
about product plans, marketing strategies, investments, investment strategies,
finances, operations, employees/personnel, customer relationships, customer
profiles, customer lists, sales estimates, business plans, and internal
performance results relating to the past, present or future business activities
of the Fund or PFPC or their respective affiliates, their respective
subsidiaries and affiliated companies and the customers, clients and suppliers
of any of them; (b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and secret in
the sense that its confidentiality affords the Fund or PFPC or their respective
affiliates a competitive advantage over its competitors; (c) all confidential or
proprietary concepts, documentation, reports, data, specifications, computer
software, source code, object code, flow charts, databases, inventions,
know-how, and trade secrets, whether or not patentable or copyrightable; and (d)
anything designated as confidential. Notwithstanding the foregoing, information
shall not be Confidential Information and shall not be subject to such
confidentiality obligations to the extent it: (a) is already known to the
receiving party at the time it is obtained; (b) is or becomes publicly known or
available through no wrongful act of the receiving party; (c) is rightfully
received from a third party who, to the best of the receiving party's knowledge,
is not under a duty of confidentiality; (d) is released by the protected party
to a third party without restriction; (e) is requested or required to be
disclosed by the receiving party pursuant to a court order, subpoena,
governmental or regulatory agency request or law (provided the receiving party
will provide the other party written notice of the same, to the extent such
notice is legally permitted); (f) is relevant to the defense of any claim or
cause of action asserted against the receiving party; (g) has been or is
independently developed or obtained by the receiving party; or
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(h) is necessary or desirable for PFPC to release such information in the
provision of services under this Agreement.
8. Liaison with Accountants. PFPC shall act as liaison with the Fund's
independent public accountants and shall provide account analyses, fiscal year
summaries, and other audit-related schedules and any other reports or
information required by such accountants with respect to the Fund. PFPC shall
take all reasonable action in the performance of its duties under this Agreement
with respect to the Fund to assure that the necessary information is made
available in a timely fashion to such accountants for the expression of their
opinion with respect to the Fund, as required by the Fund.
9. PFPC System. PFPC shall retain title to and ownership of any and all data
bases, computer programs, screen formats, report formats, interactive design
techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, patents, copyrights, trade secrets,
and other related legal rights developed by and utilized by PFPC in connection
with the services provided by PFPC under this Agreement. Nothing in this
Agreement will grant to PFPC title or ownership of any data bases, computer
programs, screen formats, report formats, interactive design techniques,
derivative works, inventions, discoveries, patentable or copyrightable matters,
concepts, expertise, patents, copyrights, trade secrets, and other related legal
rights belonging to the Fund.
10. Disaster Recovery. PFPC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provisions for
emergency use of electronic data processing equipment. The Fund shall have the
right to review any such agreement or arrangement upon the reasonable request of
the Fund. In the event of equipment failures, PFPC shall, at no additional
expense to the Fund, take reasonable best efforts to minimize service
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interruptions. PFPC shall have no liability with respect to the loss of data or
service interruptions caused by equipment failure, provided such loss or
interruption is not caused by PFPC's own or such third party's willful
misfeasance, willful misconduct, bad faith, gross negligence or reckless
disregard of its duties or obligations under this Agreement.
11. Compensation.
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(a) As compensation for services set forth herein that are rendered by
PFPC during the term of this Agreement, the Fund will pay to PFPC
a fee or fees as may be agreed to in writing by the Fund and PFPC.
(b) The undersigned hereby represents and warrants to PFPC that (i)
the terms of this Agreement, (ii) the fees and expenses associated
with this Agreement, and (iii) any benefits accruing to PFPC or to
the adviser or sponsor to the Fund in connection with this
Agreement, including but not limited to any fee waivers,
conversion cost reimbursements, up front payments, signing
payments or periodic payments made or to be made by PFPC to such
adviser or sponsor or any affiliate of the Fund relating to this
Agreement have been fully disclosed to the Governing Body of the
Fund and that, if required by applicable law, such Governing Body
has approved any such fees and expenses, and any such benefits.
12. Indemnification.
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(a) The Fund agrees to indemnify and hold harmless PFPC and its
affiliates from all taxes, charges, expenses, assessments, claims
and liabilities (including, without limitation, reasonable
attorneys' fees and disbursements and liabilities arising under
the Securities Laws and any state and foreign regulations,
securities and blue sky laws) ("Losses") arising directly or
indirectly from any action or
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omission to act which PFPC takes in connection with the provision
of services hereunder to the extent provided herein.
Notwithstanding anything to the contrary contained herein, neither
PFPC, nor any of its affiliates, shall be indemnified against any
liability (or any expenses incident to such liability) caused by
PFPC's or its affiliates' own willful misfeasance, willful
misconduct, bad faith, gross negligence or reckless disregard in
the performance of PFPC's activities under this Agreement.
(b) PFPC agrees to indemnify, defend and hold harmless the Fund from
all Losses provided that such liability was caused by PFPC's or
its affiliates' own willful misfeasance, willful misconduct, bad
faith, gross negligence or reckless disregard in the performance
of PFPC's activities under this Agreement.
(c) The provisions of this Section 12 shall survive termination of
this Agreement.
13. Responsibility of PFPC.
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(a) PFPC shall be under no duty hereunder to take any action on behalf
of the Fund except as specifically set forth herein or as may be
specifically agreed to by PFPC and the Fund in writing. PFPC shall
be obligated to exercise due care and diligence in the performance
of its duties hereunder (and the services set forth in the Service
Level Agreements) and to act in good faith in performing services
provided for under this Agreement. PFPC shall be liable only for
any damages, costs or expenses arising out of PFPC's failure to
perform its duties under this Agreement to the extent such damages
arise out of PFPC's willful misfeasance, willful misconduct, bad
faith, gross negligence or reckless disregard of such duties.
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(b) Notwithstanding anything in this Agreement to the contrary, (i)
PFPC shall not be liable for losses, delays, failure, errors,
interruption or loss of data occurring directly or indirectly by
reason of circumstances beyond its reasonable control, including
without limitation acts of God; action or inaction of civil or
military authority; public enemy; war; terrorism; riot; fire;
flood; sabotage; epidemics; labor disputes; civil commotion;
interruption, loss or malfunction of utilities, transportation,
computer or communications capabilities; insurrection; elements of
nature; or non-performance by a third party caused by any of the
foregoing, provided that PFPC has used reasonable efforts to
minimize the impact of any of the foregoing on its ability to
fully perform its obligations hereunder; and (ii) PFPC shall not
be under any duty or obligation to inquire into and shall not be
liable for the validity or invalidity, authority or lack thereof,
or truthfulness or accuracy or lack thereof, of any instruction,
direction, notice, instrument or other information which PFPC
reasonably believes to be genuine.
(c) Notwithstanding anything in this Agreement (whether contained
anywhere in Sections 13-15 or otherwise) to the contrary, the Fund
hereby acknowledges and agrees that (i) PFPC, in the course of
providing tax-related services or calculating and reporting
portfolio performance hereunder, may rely upon PFPC's good faith
interpretation of tax positions or its good faith interpretation
of relevant circumstances (as reasonably determined by PFPC) in
providing such tax services and in determining methods of
calculating portfolio performance to be used, so long as they are
reasonable and are subject to review by the Fund's tax advisor,
and that (ii) PFPC shall not be liable for losses or damages of
any kind associated
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with such reliance except to the extent such loss or damage arises
out of PFPC's gross negligence, reckless disregard of its duties,
willful misconduct or will misfeasance.
(d) Notwithstanding anything in this Agreement to the contrary,
without limiting anything in the immediately preceding sentence,
the Fund hereby acknowledges and agrees that PFPC shall not be
liable for any losses or damages of any kind associated with any
tax filings with which PFPC has assisted in any way except to the
extent such loss or damage arises out of PFPC's gross negligence,
reckless disregard of its duties, willful misconduct or will
misfeasance.
(e) Notwithstanding anything in this Agreement to the contrary,
neither PFPC nor its affiliates shall be liable for any
consequential, special or indirect losses or damages, whether or
not the likelihood of such losses or damages was known by PFPC or
its affiliates.
(f) Each party shall use commercially reasonable efforts (including
indemnity payments) to mitigate damages for which the other party
may become responsible.
(g) Notwithstanding anything in this Agreement to the contrary, PFPC
shall have no liability either for any error or omission of any of
its predecessors as servicer on behalf of the Fund or for any
failure to discover such error or omission.
14. Service Level Agreements. PFPC shall, with respect to the Fund, perform the
services set forth in the Service Level Agreement attached hereto as Exhibit 1.
15. Duration and Termination. This Agreement shall continue until terminated by
the
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Fund on ninety (90) days' or by PFPC on one-hundred and twenty (120) days' prior
written notice to the other party. In the event the Fund gives notice of
termination, all reasonable expenses associated with movement (or duplication)
of records and materials and conversion thereof to a successor service provider
(or such successive service provider, if there are more than one), and all
trailing expenses properly incurred by PFPC pursuant to the terms herein with
respect to the Fund, will be borne by the Fund. If PFPC gives notice of
termination, the Fund will be reimbursed for reasonable out-of-pocket costs
related directly to deconversion. This Agreement may be terminated by either
party with thirty (30) days' prior written notice to the other parties in the
event of a material default by the other party of any duties provided herein,
provided that the defaulting party was given written notice of the default and
failed to cure such default within thirty days of such written notice. In the
event this Agreement is terminated, each party will immediately return to the
other all papers, materials, data or other property held by each for the purpose
of performing the services hereunder. Each party shall cooperate with and assist
the other parties in the orderly termination of services under this Agreement.
16. Notices. All notices and other communications, including Written
Instructions (but excluding Oral Instructions), shall be in writing or by
confirming facsimile sending device. For purposes of this section only,
electronic mail shall not be deemed written notice. Notices shall be addressed
(a) if to PFPC, at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
General Counsel; (b) if to the Fund, at the address of the Fund, with a copy to
Citigroup Alternative Investments LLC, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ Attn: General Counsel; or (c) if to neither of the foregoing, at
such other address as shall have been provided by like notice to the sender of
any such notice or other communication by the other party.
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17. Amendments. This Agreement, or any term thereof, may be changed or waived
only by written amendment, signed by the party against whom enforcement of such
change or waiver is sought.
18. Delegation; Assignment. PFPC may delegate its duties hereunder with respect
to the Fund to any majority-owned direct or indirect subsidiary of PFPC or of
The PNC Financial Services Group, Inc., provided that PFPC gives the Fund thirty
(30) days prior written notice of such delegation sand such delegation is
approved in writing by the Fund, such consent not be unreasonably withheld or
delayed.
19. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
20. Further Actions. Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
21. Miscellaneous.
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(a) Entire Agreement. This Agreement (including the Schedule and
attachments hereto and the Service Level Agreements) embodies the
entire agreement and understanding among the parties and
supersedes all prior agreements and understandings relating to the
subject matter hereof, provided that the parties may embody in one
or more separate documents their agreement, if any, with respect
to delegated duties and/or with respect to service levels or other
matters as contemplated herein. Notwithstanding any provision
hereof, the services of PFPC are not, nor shall they be, construed
as constituting legal advice or the provision of legal services
for or on behalf of the Fund or any other person.
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(b) No Changes that Materially Affect Obligations. Notwithstanding
anything in this Agreement to the contrary, the Fund agrees to
provide PFPC with prior notice to PFPC to evaluate the impact of
any modifications to its Organizational Documents or the adoption
any policies that would increase materially the obligations or
responsibilities of PFPC hereunder.
(c) Captions. 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.
(d) Governing Law. This Agreement shall be deemed to be a contract
made in Delaware and governed by Delaware law, without regard to
principles of conflicts of law.
(e) Partial Invalidity. 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.
(f) Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
(g) No Representations or Warranties. Except as expressly provided in
this Agreement, PFPC hereby disclaims all representations and
warranties, express or implied, made to the Fund or any other
person, including, without limitation, any warranties regarding
quality, suitability, merchantability, fitness for a particular
purpose or otherwise (irrespective of any course of dealing,
custom or usage of trade), of any services or any goods provided
incidental to services provided
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under this Agreement. PFPC disclaims any warranty of title or
non-infringement except as otherwise set forth in this Agreement.
(h) Facsimile Signatures. The facsimile signature of any party to this
Agreement shall constitute the valid and binding execution hereof
by such party.
(i) To help the U.S. government fight the funding of terrorism and
money laundering activities, U.S. Federal law requires each
financial institution to obtain, verify, and record certain
information that identifies each person who initially opens an
account with that financial institution on or after October 1,
2003. In this regard, Citigroup Alternative Investments LLC, the
investment manager of the Fund, will provide PFPC with an annual
anti money laundering certificate of compliance which is
identified as Exhibit 2 hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By:_____________________________
Title:__________________________
CITIGROUP ALTERNATIVE
INVESTMENTS MULTI-ADVISER HEDGE
FUND PORTFOLIO LLC
By:_____________________________
Title:__________________________
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AUTHORIZED PERSONS APPENDIX
NAME (Type) SIGNATURE
_____________________________________ ______________________________
_____________________________________ ______________________________
_____________________________________ ______________________________
_____________________________________ ______________________________
_____________________________________ ______________________________
_____________________________________ ______________________________
_____________________________________ ______________________________
_____________________________________ ______________________________
_____________________________________ ______________________________
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Exhibit 1
SERVICE LEVEL AGREEMENT
THIS EXHIBIT 1, dated as of October 1, 2005 is Exhibit 1 to that
certain Administration, Accounting and Transfer Agent Services Agreement dated
as of October 1, 2005 between PFPC Inc. and Citigroup Alternative Investments
Multi-Adviser Hedge Fund Portfolio LLC.
Item 1. Description of Transfer Agent Services on a Continuous Basis.
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PFPC will perform the following transfer agent services if required with respect
to the Fund:
(i) Maintain the register of Members of the Fund, such register
shall include:
a. all issues, transfers and repurchases of interests in
the Fund;
b. The number of interests held by each Member of the
Fund;
c. The Member's address; and
d. The Member's tax payer identification number or
social security number.
(ii) Perform tender processing (including mailing of notices and
collecting of investor responses);
(iii) Arrange for the calculation of the issue and repurchase prices
of interests in the Fund in accordance with the Limited
Liability Company Agreement.
(iv) Upon receipt of an order to purchase interests from the Fund,
process subscriptions and record the number of shares sold for
the account of such Member, the trade date and price per share,
and the amount of money to be delivered to the custodian of the
Fund for such subscription.
(v) Send confirmations to a purchaser/Member of each subscription
which shows the new share balance, the amount invested and the
price paid for the newly purchased interests, or will be in
such other form as the Fund and PFPC may agree in writing.
(vi) Process all requests from Members to transfer or tender
interests in the Fund in accordance with the procedures set
forth in the Organizational Documents. PFPC will transfer or
tender interests upon receipt of Written Instructions in the
form requested by the Fund in the Organizational Documents,
properly endorsed for transfer or redemption, accompanied by
such documents as PFPC reasonably may deem necessary to
evidence the authority of the person making such transfer or
tender. PFPC reserves the right to refuse to transfer or tender
interests until it is satisfied that the endorsement on the
instructions is valid and genuine. PFPC also reserves the right
to refuse to transfer or redeem interests until it is satisfied
that the requested transfer or tender is legally authorized.
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(vii) Upon receipt of Written Instructions, deliver to the Fund's
custodian a notification setting forth the applicable Series
and the number of interests to be tendered. Such tenders shall
be reflected on appropriate accounts maintained by PFPC
reflecting outstanding interests of the Fund and interests
attributed to an individual.
(viii) Upon receipt of money paid to PFPC by the Fund's custodian for
the redemption of interests, pay to the redeeming Member, or
its authorized agent or legal representative, such moneys as
are received from the Fund's custodian, all in accordance with
the redemption procedures set forth in the Organizational
Documents.
(ix) Send confirmations to the Member redeeming interests in the
Fund which show the new balance of interests, the price paid
for the tendered interests.
(x) Upon receipt of a resolution of the Fund's Governing Body
authorizing the declaration and payment of dividends and
distributions, PFPC shall issue the dividends and distributions
in cash, or, if the resolution so provides, pay such dividends
and distributions in Shares. Such issuance or payment shall be
made after deduction and payment of the required amount of
funds to be withheld in accordance with any applicable tax laws
or other laws, rules or regulations. PFPC shall timely send to
the Fund's Members tax forms and other information, or
permissible substitute notice, relating to dividends and
distributions, paid by the Fund as are required to be filed and
mailed by applicable law, rule or regulation. PFPC shall
maintain and file with the United States Internal Revenue
Service and other appropriate taxing authorities reports
relating to all dividends above a stipulated amount (currently
$10.00 accumulated yearly dividends) paid by the Fund to its
shareholders as required by tax or other law, rule or
regulation. In accordance with the Organizational Documents and
such procedures and controls as are mutually agreed upon from
time to time by and among the Fund, PFPC and the Fund's
custodian, PFPC shall process applications from Members
relating to the Fund's Dividend Reinvestment Plan ("Dividend
Reinvestment Plan") and will effect purchases of interests in
connection with the Dividend Reinvestment Plan. As the dividend
disbursing agent, PFPC shall, on or before the payment date of
any such dividend or distribution, notify the fund accounting
agent of the estimated amount required to pay any portion of
said dividend or distribution which is payable in cash, and on
or before the payment date of such distribution, the Fund shall
instruct the custodian to make available to the dividend
disbursing agent sufficient funds for the cash amount to be
paid out. If a shareholder is entitled to receive additional
interests, by virtue of any distribution or dividend,
appropriate credits will be made to his or her account and/or
certificates delivered where requested, all in accordance with
the Dividend Reinvestment Plan.
(xi) Provide to the Fund subscription and redemption reports (or
such other reports as may be agreed upon in writing by the Fund
and PFPC) for the purpose of monitoring state qualification by
the Fund.
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(xii) Upon timely written instructions from the Fund, PFPC shall mail
the following to Members (a) monthly or quarterly statements,
(b) dividend and distribution notices, (c) proxy material, and
(d) annually, any required Form 1099s in accordance with
applicable tax regulations.
(xiii) Maintain historical information regarding the account of each
Member, including dividends and distributions paid and the date
and price for all transactions on a Member's account.
(xiv) Maintain records of (a) any stop or restraining order placed
against a Member's account and (b) information with respect to
withholdings.
(xv) Report to the Fund on such matters and provide such additional
services from time to time as agreed to in writing by the Fund
and PFPC.
(xvi) Coordinate with the Fund's independent accountants any required
information necessary for the preparation of the tax reports in
accordance with the applicable tax regulations by such dates as
shall be mutually agreed upon by the parties.
Item 2. Description of Accounting Services on a Continuous Basis.
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PFPC will perform the following accounting services if required with respect to
the Fund:
(i) Journalize investment, capital and income and expense
activities;
(ii) Record investment buy/sell trade tickets when received from the
investment adviser for the Fund (the "Adviser");
(iii) Maintain individual ledgers for investment securities;
(iv) Maintain historical tax lots for each security;
(v) Record and reconcile corporate action activity and all other
capital changes;
(vi) Reconcile cash and investment balances with the Fund's
custodian(s)/prime broker(s), and provide the Adviser with the
beginning cash balance available for investment purposes;
(vii) Calculate contractual expenses, including management fees and
incentive allocation, as applicable, in accordance with the
Fund's Organizational Documents;
(viii) Post to and prepare the Statement of Assets and Liabilities and
the Statement of Operations in U.S. dollar terms;
21
(ix) Monitor the expense accruals and notify an officer of the Fund
of any proposed adjustments;
(x) Control all disbursements and authorize such disbursements upon
Written Instructions;
(xi) Calculate capital gains and losses;
(xii) Determine net income;
(xiii) Prepare for execution and file the Fund's federal income, state
and excise tax returns, provided, however, that: (a) PFPC shall
not be responsible for determining or monitoring the Fund's
compliance with the requirements of Sub-chapter M of the
Internal Revenue Code of 1986, as amended, and (b) PFPC shall
not be responsible for determining the amount of distribution
necessary to relieve the Fund from any excise tax liability
(other than to assist the Fund in its calculation of such
amounts);
(xiv) Determine applicable foreign exchange gains and losses on
payables and receivables;
(xv) Obtain security market quotes and currency exchange rates from
independent pricing services approved by the Adviser, or if
such quotes are unavailable, then obtain such prices from the
Adviser, and in either case calculate the market value of the
Fund's investments in accordance with applicable valuation
policies or guidelines provided by the Fund to PFPC and
acceptable to PFPC;
(xvi) Transmit or mail a copy of the portfolio valuation to the
Adviser as agreed upon between the Fund and PFPC;
(xvii) Arrange for the computation of the net asset value in
accordance with the provisions of the offering memorandum and
transmit to the Fund by the close of business the business day
after receipt by PFPC of the underlying funds' investment
performance information;
(xviii) If the Fund determines, in accordance with guidelines
established by the Fund's Governing Body for responding to NAV
errors, that it is necessary for the Fund to re-state a
previously reported NAV, PFPC will recalculate the NAV; and
(xix) Furnish such additional information from time to time as may be
agreed upon by the Fund and PFPC; however, the Fund may incur
additional costs related thereto.
Item 3. Description of Administration Services on a Continuous Basis.
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PFPC will perform the following administration services with respect to each
Portfolio:
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(i) Supply various normal and customary Fund statistical data as
requested on an ongoing basis;
(ii) Prepare and coordinate printing of Fund's annual reports;
(iii) Copy the General Partner on routine correspondence sent to
Limited Partners; and
(iv) Perform such additional administrative duties relating to the
administration of the Fund as may subsequently be agreed upon
in writing between the Fund and PFPC;
(v) Prepare and file the Fund's Semi-Annual Reports with the SEC on
Form N-SAR; and
(vi) Prepare the Fund's Form N-CSRs and Form N-Qs (provided that
PFPC shall not be responsible for certifications relating to
such reports), and coordinate with the Fund's financial printer
the filing of such Form N-CSRs and Form N-Qs with the SEC.
23
EXHIBIT 2
ANTI-MONEY LAUNDERING CERTIFICATION