UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21190
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Citigroup Alternative Investments Multi-Adviser
Hedge Fund Portfolios LLC
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(Exact name of registrant as specified in charter)
731 Lexington Avenue, 25th Floor
New York, NY 10022
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(Address of principal executive offices) (Zip code)
Millie Kim, Esq.
Citigroup Alternative Investments LLC
731 Lexington Avenue, 28th Floor
New York, NY 10022
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(Name and address of agent for service)
registrant's telephone number, including area code: (212) 559-4999
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Date of fiscal year end: March 31
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Date of reporting period: September 30, 2007
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Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 100 F Street, NE,
Washington, DC 20549. The OMB has reviewed this collection of information under
the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
The Report to Shareholders is attached herewith.
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
SEMI-ANNUAL REPORT
SEPTEMBER 30, 2007
(UNAUDITED)
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 2007
(UNAUDITED)
- --------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents $ 4,712,992
Investments in investment funds, at fair value (cost: $349,654,104) 407,262,879
Prepaid subscriptions to Investment Funds 21,766,539
Receivable from Investment Funds 2,771,165
Other assets 66,053
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TOTAL ASSETS 436,579,628
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LIABILITIES
Contributions received in advance 18,845,000
Loan payable 6,100,000
Redemptions payable 6,052,988
Management fee payable 573,908
Interest payable 266,336
Accounts payable and accrued expenses 749,840
------------
TOTAL LIABILITIES 32,588,072
------------
SHAREHOLDERS' CAPITAL (317,328.69 SHARES OUTSTANDING) $403,991,556
============
NET ASSET VALUE PER SHARE $ 1,273.10
============
COMPOSITION OF NET ASSETS
Paid-in Capital $384,391,351
Accumulated net investment loss (4,322,099)
Accumlated net realized loss on investment transactions 2,421,301
Net unrealized appreciation on investments 21,501,003
------------
Net Assets $403,991,556
============
The accompanying notes are an integral part of these financial statements.
- 2 -
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2007
(UNAUDITED)
- --------------------------------------------------------------------------------
% OF MEMBERS'
COST FAIR VALUE CAPITAL
INVESTMENTS IN INVESTMENT FUNDS
DIRECTIONAL EQUITY
Artha Emerging Markets Fund LTD - b $ 12,700,000 $ 15,273,738 3.78%
Delta Institutional, L.P. - b 2,288,426 14,116,525 3.49
Frontpoint Onshore Healthcare 2X LP - b 10,000,000 11,087,752 2.74
Keywise Greater China Onshore Fund LTD - b 5,500,000 5,349,925 1.32
Kinetics QP- a 14,000,000 17,211,629 4.26
Passport QP - b 18,800,000 39,309,431 9.73
Prism Partners QP LP - a 12,550,000 13,236,747 3.28
Torrey Pines Fund LLC - b 6,000,000 7,784,536 1.93
DIRECTIONAL MACRO
Drawbridge Global Macro Fund Ltd - b 8,000,000 8,473,628 2.10
RELATIVE VALUE
AB2 Fund - a 15,000,000 14,732,038 3.65
Bennelong Asia Pacific Multi Strategies EQ Fund - a 6,000,000 6,805,943 1.68
CFM Ventus Fund L.P. - a 7,331,953 7,876,406 1.95
Criterion Capital Partners LP - b 5,500,000 5,917,573 1.46
Dundonald(Loch 2X) QP - b 15,500,000 16,685,360 4.13
Stratus Fund Ltd - Class C - a 7,300,000 8,422,086 2.08
Structured Service Holdings LP - a 9,358,508 10,385,790 2.57
EVENT DRIVEN
Ashmore Asian Recovery Fund - b 9,000,000 10,191,424 2.52
Carrington Investment Partners ( US ) LP - b 11,200,000 12,543,248 3.10
Cevian Capital II LTD - d 10,499,895 10,434,271 2.58
CPIM Structured Credit Fund 1000 INC - b 8,000,000 6,879,047 1.70
CPIM Structured Credit Fund 1500 INC - c 6,225,322 5,268,216 1.30
Icahn Fund Ltd - c 16,500,000 16,805,352 4.16
Lincoln Vale European Partners (US) Fund LP - c 5,000,000 5,081,947 1.26
Marathon Spec Oppportunity Ltd - c 10,000,000 10,386,697 2.57
Marathon Structured Finance Fund, Ltd. - d 20,700,000 20,946,202 5.18
New Amsterdam European Credit Fund - a 2,000,000 1,662,846 0.41
Pardus European Spec Opp Fund Ltd - b 15,000,000 15,038,283 3.72
Paulson Advantage Plus LP - b 18,000,000 22,636,245 5.60
Stark Investments Structured Finance Onshore Fund - e 12,600,000 13,841,557 3.43
Third Point Partners Qualified, LP - b 14,300,000 16,059,479 3.98
Trian Partners Ltd - d 20,900,000 21,383,614 5.29
York European Opportunities Fund LP - b 13,900,000 15,435,344 3.82
--------------------------------------------------
TOTAL INVESTMENTS IN INVESTMENT FUNDS 349,654,104 407,262,879 100.77
OTHER LIABILITIES (3,271,323) (0.77)
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SHAREHOLDERS' CAPITAL $403,991,556 100.00%
============ ======
<FN>
Note: Investments in underlying Investment Funds are categorized by investment strategy.
a - Redemptions permitted monthly
b - Redemptions permitted quarterly
c - Redemptions permitted semi annually
d - Redemptions permitted annually
e - Redemptions permitted anytime
</FN>
The accompanying notes are an integral part of these financial statements.
- 3 -
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
STATEMENT OF OPERATIONS
FOR THE PERIOD APRIL 1, 2007 THROUGH SEPTEMBER 30, 2007
(UNAUDITED)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
Interest $ 87,294
-----------
TOTAL INVESTMENT INCOME 87,294
-----------
EXPENSES
Management fees 2,785,817
Professional fees 424,517
Loan interest 383,619
Accounting fees 380,833
Directors' fees and expenses 23,500
Marketing fees 11,642
Custodian fees 36,215
Miscellaneous expenses 363,250
-----------
TOTAL EXPENSES 4,409,393
-----------
NET INVESTMENT LOSS (4,322,099)
-----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments 2,421,301
Net change in unrealized appreciation on investments 21,501,003
-----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS 23,922,304
-----------
INCREASE IN SHAREHOLDERS' CAPITAL FROM OPERATIONS $19,600,205
===========
The accompanying notes are an integral part of these financial statements.
- 4 -
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
STATEMENT OF OPERATIONS
FOR THE PERIOD APRIL 1, 2007 THROUGH SEPTEMBER 30, 2007
(UNAUDITED)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
Interest $ 87,294
-----------
TOTAL INVESTMENT INCOME 87,294
-----------
EXPENSES
Management fees 2,785,817
Professional fees 424,517
Loan interest 383,619
Accounting fees 380,833
Directors' fees and expenses 23,500
Marketing fees 11,642
Custodian fees 36,215
Miscellaneous expenses 363,250
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TOTAL EXPENSES 4,409,393
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NET INVESTMENT LOSS (4,322,099)
-----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments 2,421,301
Net change in unrealized appreciation on investments 21,501,003
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NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS 23,922,304
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INCREASE IN SHAREHOLDERS' CAPITAL FROM OPERATIONS $19,600,205
===========
The accompanying notes are an integral part of these financial statements.
- 4 -
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
STATEMENTS OF CHANGES IN SHAREHOLDERS' CAPITAL
FOR THE PERIOD APRIL 1, 2007 THROUGH SEPTEMBER 30, 2007
AND THE YEAR ENDED MARCH 31, 2007
(UNAUDITED)
- --------------------------------------------------------------------------------
SIX MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 2007 MARCH 31, 2007
(UNAUDITED)
OPERATIONS
Net investment loss $ (4,322,099) (5,858,257)
Net realized gain on investments 2,421,301 20,969,160
Net change in unrealized appreciation on investments 21,501,003 3,754,836
------------ -----------
INCREASE IN SHAREHOLDERS' CAPITAL
FROM OPERATIONS 19,600,205 18,865,739
DISTRIBUTIONS TO SHAREHOLDERS
Distributions from net investment income -- (9,373,711)
Distributions from net realized gain -- (13,273,574)
------------ -----------
DECREASE IN SHAREHOLDERS' CAPITAL
FROM DISTRIBUTIONS TO SHAREHOLDERS -- (22,647,285)
SHAREHOLDERS' CAPITAL TRANSACTIONS
Capital contributions 70,143,305 87,687,853
Acquisition of Series M (Note 2) -- 60,906,789
Reinvestment of distributions -- 21,912,780
Capital withdrawals (12,962,778) (27,631,412)
------------ -----------
INCREASE (DECREASE) IN SHAREHOLDERS' CAPITAL
FROM CAPITAL TRANSACTIONS 57,180,527 142,876,010
SHAREHOLDERS' CAPITAL AT BEGINNING OF YEAR 327,210,824 188,116,360
------------ -----------
SHAREHOLDERS' CAPITAL AT END OF PERIOD (317,328.69 AND
270,972.304 SHARES OUTSTANDING AT SEPTEMBER 30, 2007
AND MARCH 31, 2007, RESPECTIVELY) $403,991,556 327,210,824
============ ===========
The accompanying notes are an integral part of these financial statements.
- 5 -
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
STATEMENT OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 2007
(UNAUDITED)
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Increase in Shareholders' Capital from Operations $ 19,600,205
Adjustments to reconcile net increase in members' capital
from Operations to net cash used in operating activities:
Purchases of investments in investment funds (89,999,895)
Proceeds from disposition of investments in investment funds 30,921,301
Net realized gain on investments in investment funds (2,421,301)
Net unrealized gain on investments in investment funds (21,501,003)
Changes in operating assets and liabilities:
Increase in prepaid subscriptions to investment funds (11,766,539)
Decrease in receivable from investment funds 28,598,534
Decrease in other assets 212,119
Increase in management fee payable (282,936)
Increase in interest payable (418,489)
Decrease in accounts payable and accrued expenses 152,720
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NET CASH USED IN OPERATING ACTIVITIES (46,905,284)
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions 78,779,300
Payments for shares redeemed (18,985,192)
Proceeds from loan payable (80,920,000)
Payments for loan payable 70,720,000
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NET CASH PROVIDED BY FINANCING ACTIVITIES 49,594,108
Net increase in cash and cash equivalents 2,688,824
Cash and cash equivalents at beginning of year 2,024,168
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Cash and cash equivalents at end of year $ 4,712,992
=============
Supplemental non-cash information:
Increase in contributions received in advance 8,635,995
Decrease in redemptions payable (6,022,414)
The accompanying notes are an integral part of these financial statements.
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CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
FINANCIAL HIGHLIGHTS
(UNAUDITED)
- --------------------------------------------------------------------------------
SIX MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 2007 MARCH 31, 2007
(UNAUDITED)
NET ASSET VALUE, BEGINNING OF PERIOD: $ 1,207.54 $ 1,241.60
============ ============
INCOME FROM INVESTMENT OPERATIONS***:
Net investment loss (14.55) (28.26)
Net realized and unrealized gain on investments 80.11 108.05
------------ ------------
TOTAL FROM INVESTMENT OPERATIONS 65.56 79.79
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Distributions from net investment income -- (47.12)
Distributions from net realized gain -- (66.73)
------------ ------------
NET ASSET VALUE, END OF PERIOD: $ 1,273.10 $ 1,207.54
============ ============
TOTAL RETURN 5.43% ** 6.43% **
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period $403,991,556 $327,210,824
============ ============
Portfolio turnover 16.45% * 69.45%
Ratio of expenses to average net assets 2.39% * 2.51%
Ratio of net investment loss to average net assets (2.34%)* (2.37%)
<FN>
* Annualized.
** Total return for a period of less than a full year is not annualized.
*** Per unit data for income from investment operations is computed using the
total of monthly income and expense divided by beginning of month units.
</FN>
THE ABOVE RATIOS MAY VARY FOR INDIVIDUAL INVESTORS BASED ON THE TIMING OF
CAPITAL TRANSACTIONS DURING THE PERIOD.
The accompanying notes are an integral part of these financial statements.
- 7 -
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED)
- --------------------------------------------------------------------------------
1. ORGANIZATION
Citigroup Alternative Investments Multi-Adviser Hedge Fund Portfolios LLC
(the "Company" or "Fund") was organized as a Delaware Limited Liability
Company on August 16, 2002. The Company is registered under the Investment
Company Act of 1940 (the "1940 Act") as amended, as a closed-end,
non-diversified management investment company. The Company is also
registered under the Securities Act of 1933 ("1933 Act"). The Company
consisted of two separate series, Series M and Multi-Strategy Series G
(each a "Series"). On December 31, 2006, Multi-Strategy Series G ("Series
G") acquired all of the Shareholders' Capital of Series M pursuant to a
plan of reorganization and merger approved by Series G and Series M
shareholders on November 29, 2006. The Company currently consists of a
single series, Series G.
The investment objective of Series G is to achieve capital appreciation
principally through investing in investment funds ("Investment Funds")
managed by third-party investment managers ("Investment Managers") that
employ a variety of alternative investment strategies. These investment
strategies allow Investment Managers the flexibility to use leverage or
short-side positions to take advantage of perceived inefficiencies across
the global markets, often referred to as "alternative" strategies. Because
Investment Funds following alternative investment strategies are often
described as hedge funds, the investment program of Series G can be
described as a fund of hedge funds.
Shares of Series G are sold to eligible investors (referred to as
"shareholders"). The minimum initial investment in Series G from each
shareholder is $25,000 (and was $50,000 from January 1, 2003 to November 1,
2003); the minimum additional investment is $10,000.
Citigroup Alternative Investments LLC ("CAI" or the "Adviser"), a Delaware
limited liability company and indirect, wholly owned subsidiary of
Citigroup Inc., serves as Series G's investment adviser. The Adviser is
registered as an investment adviser under the Investment Advisers Act of
1940, as amended, and, among other things, is responsible for the
allocation of Series G's assets to various Investment Funds. Under Series
G's governing documents, the Company has delegated substantially all
authority to oversee the management of the operations and assets of Series
G to the Board of Directors.
2. SIGNIFICANT ACCOUNTING POLICIES
Investments in Investment Funds are subject to the terms of the respective
limited partnership agreements, limited liability company agreements and
offering memoranda.
- 8 -
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED)
- --------------------------------------------------------------------------------
Series G values these investments at fair value based on financial data
supplied by the Investment Funds.
A. PORTFOLIO VALUATION
The net asset value of Series G is determined as of the close of business
at the end of each month in accordance with the valuation principles set
forth below or as may be determined from time to time pursuant to policies
established by the Board of Directors.
Series G's investments in Investment Funds are carried at fair value as
determined by Series G's pro-rata interest in the net assets of each
Investment Fund. All valuations utilize financial information supplied by
each Investment Fund and are net of management and performance incentive
fees or other allocations payable to the Investment Funds' managers as
required by the Investment Funds' agreements. Each Investment Manager to
which the Adviser allocates assets will charge Series G, as investor in an
underlying Investment Fund, an asset-based fee, and some or all of the
Investment Managers will receive performance-based compensation in the form
of an incentive fee. The asset-based fees of the Investment Managers are
generally expected to range from 1% to 3% annually of the net assets under
their management and the incentive fee is generally expected to range from
15% to 25% of net profits annually.
As a general matter, the fair value of Series G's investment in an
Investment Fund represents the amount that Series G can reasonably expect
to receive from an Investment Fund if Series G's investment were redeemed
at the time of valuation, based on information available at the time. The
Investment Funds provide for periodic redemptions ranging from monthly to
annually. Investment Funds generally require advance notice of a
Sharholder's intent to redeem its interest, and may, depending on the
Investment Funds' governing agreements, deny or delay a redemption request.
Series G does not factor into its valuation a liquidity discount on any
Investment Funds held. The underlying investments of each Investment Fund
are accounted for at fair value as described in each Investment Fund's
financial statements. The Investment Funds may invest a portion of their
assets in restricted securities and other investments that are illiquid.
B. INCOME RECOGNITION AND EXPENSES
Interest income is recorded on the accrual basis. Income, expenses and
realized and unrealized gains and losses are recoded monthly, the change in
an Investment Fund's net asset value is included in net change in
unrealized appreciation on investments on the statement of operations,
realized gains and losses on withdrawals from Investment Funds are
recognized on a cost recovery basis.
- 9 -
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED)
- --------------------------------------------------------------------------------
Series G bears all expenses incurred in the course of its operations,
including, but not limited to, the following: all costs and expenses
related to portfolio transactions and positions for Series G's account;
professional fees; costs of insurance; registration expenses; and expenses
of meetings of the Board of Directors. Costs incurred in connection with
the initial offering were deferred and amortized over the first twelve
months of operations; costs incurred in connection with Series G's
subsequent registration under the 1933 Act have been deferred and were
amortized over the twelve months commencing after the effective date of
such registration statement.
C. INCOME TAXES
Series G operated as a partnership from inception through September 30,
2005. As of October 1, 2005, Series G became a corporation that is taxed as
a regulated investment company.
It is Series G's intention to meet the requirements of the Internal Revenue
Code applicable to regulated investment companies (RIC) and distribute
substantially all of its taxable net investment income and capital gains,
if any, to shareholders each year. Therefore, no federal income or excise
tax provision is typically required for Series G's financial statements.
D. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of monies invested in money market
deposit accounts that are accounted for at amortized cost.
E. USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires the Adviser to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. The Adviser believes that the estimates utilized in
preparing Series G's financial statements are reasonable and prudent;
however, actual results could differ from these estimates.
3. NEW ACCOUNTING PRONOUNCEMENTS
In July 2006, the Financial Accounting Standards Board (the "FASB") issued
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes -- an
Interpretation of FASB Statement No. 109" (the "Interpretation"). The
Interpretation establishes for all entities a minimum threshold for
financial statement recognition of the benefit of positions taken in filing
tax returns (including whether an entity is taxable in a particular
jurisdiction), and requires certain
- 10 -
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED)
- --------------------------------------------------------------------------------
expanded tax disclosures. The Interpretation is effective for fiscal years
beginning after December 15, 2006, and is to be applied to all open tax
years as of the date of effectiveness. The Adviser is still evaluating the
impact of Fin 48 and does not expect it to have a material impact on Series
G's financial statements.
In September 2006, the FASB issued Statement of Financial Accounting
Standards ("SFAS") No. 157, FAIR VALUE MEASUREMENTS. This standard
establishes a single authoritative definition of fair value and sets out a
framework for measuring fair value and expands disclosures about fair value
measurements. SFAS No. 157 applies to fair value measurements already
required or permitted by existing standards.
SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007 and interim periods within those fiscal
years. The Adviser does not believe the adoption of SFAS No. 157 will
materially impact the financial statement amounts; however, additional
disclosures will be required about the inputs used to develop the
measurements and the effect of certain measurements on changes in
Shareholders' Capital for the period.
4. MANAGEMENT FEE, ADMINISTRATIVE FEE, RELATED PARTY TRANSACTIONS AND OTHER
The Adviser provides certain management and administrative services to
Series G. The Adviser acts primarily to evaluate and select Investment
Managers, to allocate assets, to establish and apply risk management
procedures, and to monitor overall investment performance. In addition, the
Adviser also provides office space and other support services. In
consideration for such services, Series G will pay the Adviser a monthly
management fee based on end of month Shareholders' capital.
Effective August 1, 2005, the Board of Directors approved a reduction in
the management fee to 1.5% of net assets annually (from 2.25% annually).
Placement agents may be retained by the Company to assist in the placement
of Fund shares. A placement agent will generally be entitled to receive a
fee from each investor in the Company whose shares the agent places. The
specific amount of the placement fee paid with respect to a Shareholder is
generally dependent on the size of the investment in Series G.
Citigroup Global Markets, Inc. ("CGM"), an affiliate of CAI and a wholly
owned subsidiary of Citigroup, Inc. serves as a placement agent of the
Series G shares. For the six months ended September 30, 2007, the
Shareholders paid $498,967 in placement fees to CGM on Series G shares.
Such fees are deducted from a Shareholder's gross contribution amount.
- 11 -
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED)
- --------------------------------------------------------------------------------
The Company has entered into agreements with third parties to act as
additional placement agents for Series G shares. Placement fees may range
from 0 to 3%. In addition, the Adviser, and/or its affiliates, will pay the
placement agents an annual fee, payable monthly in arrears. The fee shall
be paid from the Adviser's own resources (or those of its affiliates).
CAI and PFPC Inc. ("PFPC) act as co-administrators to the Company. CAI as
co-administrator, does not receive fees for providing administrative
services to the Company. PFPC, an independent third party and wholly-owned
subsidiary of the PNC Financial Services Group provides certain
administrative services to the Company including accounting, record
keeping, tax and investor related services. Fees for PFPC services are
charged directly to the Company.
Each Director who is not an "interested person" of the Company, as defined
by the 1940 Act, receives an annual retainer of $10,000 plus a fee per
meeting of the Board of Directors of $1,000. Such Director fees are paid by
Series G. Any Director who is an "interested person" does not receive any
annual or other fee from the Company. All Directors are reimbursed for all
reasonable out of pocket expenses. Total Director fees paid by Series G for
the six months ended September 30, 2007 were $21,000.
PFPC Trust Company (an affiliate of PFPC) serves as custodian of Series G's
assets and provides custodial services for Series G. Fees payable to the
custodian and reimbursement for certain expenses are paid by Series G.
5. SECURITIES TRANSACTIONS
The following table lists the aggregate purchases and proceeds from sales
of Investment Funds for the six months ended September 30, 2007, net
unrealized appreciation, gross unrealized appreciation, and gross
unrealized depreciation as of September 30, 2007.
Cost of purchases $89,999,895
Proceeds from sales $30,921,301
Gross unrealized appreciation $60,507,649
Gross unrealized depreciation 2,898,873
-----------
Net unrealized appreciation $57,608,776
-----------
6. CONTRIBUTIONS, REDEMPTIONS, AND ALLOCATION OF INCOME
Generally, initial and additional subscriptions for shares may be accepted
as of the first day of each month. CAI has been authorized by the Board of
Directors of the Company to accept or reject any initial and additional
subscriptions for shares in Series G.
- 12 -
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2007 (UNAUDITED)
- --------------------------------------------------------------------------------
The Board of Directors from time to time and in its complete and exclusive
discretion, may determine to cause Series G to repurchase shares from
Shareholders pursuant to written tenders by Shareholders on such terms and
conditions as it may determine. CAI expects that it typically will
recommend to the Board of Directors that the Company offer to repurchase
shares from Shareholders quarterly, on each March 31, June 30, September 30
and December 31 (or, if any such date is not a business day, on the
immediately preceding business day).
Transactions in shares were as follows for the six months ended September
30, 2007 and the year ended March 31, 2007:
September 30, 2007 March 31, 2007
------------------ --------------
Shares outstanding, beginning of year 270,972.304 151,511.015
Shares purchased 56,620.865 71,636.095
Shares issued to Series M shareholders -- 52,023.277
Shares issued for reinvestment of distributions -- 18,710.206
Shares redeemed (10,264.450) (22,908.289)
----------- -----------
Shares outstanding, end of year 317,328.719 270,972.304
=========== ===========
7. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
In the normal course of business, the Investment Funds in which Series G
invests trade various financial instruments and enter into various
investment activities with off-balance sheet risk. These include, but are
not limited to, short selling activities, writing option contracts and
entering into equity swaps. Series G's risk of loss in these investment
funds is limited to the value of it's investment in such funds.
8. LOAN PAYABLE
On December 27, 2006, Series G entered into a Credit and Security Agreement
with an unaffiliated bank for a $125,000,000 revolving credit facility (the
"Credit Facility"). The Credit Facility will be used in connection with
investment activities, for cash management purposes, to fund the repurchase
of shares or for temporary or emergency purposes as permitted under the
Offering Memorandum. The Credit Facility is secured by Series G's assets.
At September 30, 2007, the outstanding borrowing from the Credit Facility
amounted to $6,100,000, bearing interest at a rate of 7.75% less a discount
percentage per annum. Interest payable on the outstanding borrowing for the
semi-annual period ended September 30, 2007 was $266,336, with the entire
balance due at September 30, 2007.
- 13 -
ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
Schedule of Investments in securities of unaffiliated issuers as of the close of
the reporting period is included as part of the report to shareholders filed
under Item 1 of this form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
There has been no change, as of the date of this filing, in any of the portfolio
managers identified in response to paragraph (a)(1) of this Item in the
registrant's most recently filed annual report on Form N-CSR.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which the shareholders
may recommend nominees to the registrant's board of directors, where those
changes were implemented after the registrant last provided disclosure in
response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR
229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)),
or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers,
or persons performing similar functions, have concluded that the
registrant's disclosure controls and procedures (as defined in Rule
30a-3(c) under the Investment Company Act of 1940, as amended (the "1940
Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days
of the filing date of the report that includes the disclosure required
by this paragraph, based on their evaluation of these controls and
procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR
270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities
Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or
240.15d-15(b)).
(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17
CFR 270.30a-3(d)) that occurred during the registrant's second fiscal
quarter of the period covered by this report that has materially
affected, or is reasonably likely to materially affect, the registrant's
internal control over financial reporting.
ITEM 12. EXHIBITS.
(a)(1) Not applicable.
(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and
Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3) Not applicable.
(b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and
Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(registrant) Citigroup Alternative Investments Multi-Adviser
Hedge Fund Portfolios LLC
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By (Signature and Title)* /s/ Raymond Nolte
-------------------------------------------------------
Raymond Nolte, President
(principal executive officer)
Date 11/28/07
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Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ Raymond Nolte
-------------------------------------------------------
Raymond Nolte, President
(principal executive officer)
Date 11/28/07
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By (Signature and Title)* /s/ Amy M. Olsen
-------------------------------------------------------
Amy M. Olsen, Treasurer
(principal financial officer)
Date 11/27/07
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* Print the name and title of each signing officer under his or her signature.