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, 2008
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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 - MULTI-STRATEGY SERIES G
SEMI-ANNUAL REPORT
SEPTEMBER 30, 2008
(UNAUDITED)
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC - MULTI-STRATEGY SERIES G
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 2008
(UNAUDITED)
- --------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents $ 21,056,154
Investments in Investment Funds, at fair value (cost: $689,224,368) 709,214,878
Receivable from Investment Funds 54,195,345
Other assets 74,554
------------
TOTAL ASSETS 784,540,931
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LIABILITIES
Loan payable 81,900,000
Redemptions payable 12,574,882
Contributions received in advance 20,733,566
Management fee payable 1,415,483
Interest payable 702,922
Accounts payable and accrued expenses 801,261
------------
TOTAL LIABILITIES 118,128,114
------------
SHAREHOLDERS' CAPITAL (594,710.611 SHARES OUTSTANDING) $666,412,817
============
NET ASSET VALUE PER SHARE $ 1,120.566
============
COMPOSITION OF NET ASSETS
Paid-in Capital $723,321,096
Accumulated net investment loss (8,847,842)
Accumlated net realized loss on investment transactions (7,678,325)
Net unrealized appreciation on investments (40,382,113)
------------
Net Assets $666,412,817
============
The accompanying notes are an integral part of these financial statements.
-1-
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2008
(UNAUDITED)
- --------------------------------------------------------------------------------
% OF
SHAREHOLDERS'
COST FAIR VALUE CAPITAL
INVESTMENTS IN INVESTMENT FUNDS
DIRECTIONAL EQUITY
Artha Emerging Markets Fund LTD - b $ 12,700,000 $ 14,121,706 2.12%
Frontpoint Onshore Healthcare Fund 2X LP - b 10,000,000 11,524,059 1.73%
Horseman European Select Fund - a 29,000,000 30,737,498 4.61%
Horseman Global Fund LTD Class B USD - a 5,000,000 5,456,766 0.82%
Meditor European Hedge Fund (B) Ltd. - a 11,000,000 9,974,873 1.50%
Passport II LP - b * - 30,529,254 4.58%
Sprott Offshore Fund II LTD Class B - a 34,000,000 29,409,319 4.41%
------------ ------------ ----------
Total Directional Equity 101,700,000 131,753,475 19.77%
------------ ------------ ----------
DIRECTIONAL MACRO
Brevan Howard Multi Strategy Fund Limited - a 10,000,000 9,862,905 1.48%
Clarium Capital Fund Ltd. - b 25,000,000 17,566,047 2.64%
Drawbridge Global Macro Fund Ltd Class H - b 4,404,724 4,237,390 0.64%
Drawbridge Global Macro Fund Ltd Side Pocket 5 - f 23,145 22,763 0.00%
Drawbridge Global Macro Fund Ltd Side Pocket 6 - f 25,480 46,580 0.01%
Drawbridge Global Macro Fund Ltd Side Pocket 4 - f 81,867 74,813 0.01%
Drawbridge Global Macro Fund Ltd Side Pocket 7 - f 9,379 18,790 0.00%
Drawbridge Global Macro Fund LTD Side Pocket 8 - f 5,305 6,079 0.00%
Drawbridge Global Macro LTD C1 H10D SP May 9 2008 - f 31,259 31,023 0.00%
Drawbridge Global Macro Fund Side Pocket 8 - f 6,378 6,378 0.00%
------------ ------------ ----------
Total Directional Macro 39,587,537 31,872,768 4.78%
------------ ------------ ----------
RELATIVE VALUE
AB2 Fund - a 47,500,000 56,857,202 8.53%
Bennelong Asia Pacific Multi Strategies EQ Fund Class F USD - a 16,000,000 16,568,963 2.49%
Criterion Institutional Partners LP - b 16,000,000 13,915,669 2.09%
Dundonald Fund I LP - b 33,500,000 37,394,511 5.61%
Millenium Global Emerging Credit Fund Limited - g 17,000,000 15,207,953 2.28%
Perella Weinberg Partners Xerion Fund LP - b 18,000,000 16,016,830 2.40%
Providence MBS Fund, LP - b 16,000,000 16,680,144 2.50%
Providence MBS Offshore Fund, LTD - b 25,500,000 28,962,828 4.35%
SOLA 1 - d 45,000,000 41,729,762 6.26%
Stratus Fund Ltd Double Leverage Class C - a 3,300,000 5,708,496 0.86%
Stratus Feeder Fund LTD Class C Double Leverage - a 4,802,140 4,949,742 0.74%
Stratus Fund LTD Double Lev Class C Side Pocket - f 408,301 406,927 0.06%
Structured Service Holdings LP - a 17,358,508 21,892,424 3.29%
Structured Service Holdings LTD - a 36,500,000 33,907,436 5.09%
Tiger Asia Overseas Fund LTD Class B Offshore Fund - b 10,000,000 12,214,217 1.83%
------------ ------------ ----------
Total Relative Value 306,868,949 322,413,104 48.38%
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<FN>
Note: Investments in underlying Investment Funds are categorized by investment strategy.
* Refer to Section 2.b. of the accompanying notes
a - Redemptions permitted monthly
b - Redemptions permitted quarterly
c - Redemptions permitted semi annually
d - Redemptions permitted annually
e - Redemptions permitted anytime
f - Reimbursed only when underlying investment is realized or converted to regular interest in Investment Fund
g - Subsequent to September 30, 2008, the Fund went into liquidation
</FN>
The accompanying notes are an integral part of these financial statements.
-2-
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
SCHEDULE OF INVESTMENTS (CONTINUED)
SEPTEMBER 30, 2008
(UNAUDITED)
- --------------------------------------------------------------------------------
% OF
SHAREHOLDERS'
COST FAIR VALUE CAPITAL
EVENT DRIVEN
Ashmore Asian Recovery Fund Limited - b 14,000,000 14,722,373 2.21%
Carrington Investment Partners (US) LP - b 11,200,000 11,195,044 1.68%
Cevian Capital II LTD USD - d 14,550,718 7,122,814 1.07%
CPIM Structured Credit Fund 1000 INC - b 8,000,000 2,365,220 0.35%
CPIM Structured Credit Fund 1500 INC - c 6,225,321 1,437,757 0.22%
Harbinger Capital Partners Offshore Fund I, LTD - b 37,500,000 34,763,079 5.22%
Icahn Fund Ltd Class B - c 16,500,000 13,666,705 2.05%
Lincoln Vale European Partners (US) Fund LP - c 5,000,000 4,639,248 0.70%
Marathon Special Oppportunity Ltd Class E - c 10,000,000 9,429,922 1.42%
Marathon Structured Finance Fund Ltd Class B - d 20,700,000 17,843,304 2.68%
Marathon Distressed Subprime Fund (Cayman) LTD Class A - b 5,000,000 4,412,458 0.66%
New Amsterdam European Credit Fund Class A - a 1,249,738 393,922 0.06%
Pardus - b 15,000,000 6,452,912 0.97%
Paulson Advantage Plus LP - b 31,500,000 51,837,454 7.78%
Stark Investments Structured Finance Onshore Fund - e 9,442,105 9,214,308 1.38%
Third Point Partners Qualified, LP - b 14,300,000 14,219,913 2.13%
Trian Partners Ltd - d 20,900,000 19,459,098 2.92%
------------ ------------ ----------
Total Event Driven 241,067,882 223,175,531 33.50%
------------ ------------ ----------
TOTAL INVESTMENTS IN INVESTMENT FUNDS 689,224,368 709,214,878 106.43%
OTHER ASSETS, LESS LIABILITIES (42,802,061) (6.43)
------------ ----------
SHAREHOLDERS' CAPITAL 666,412,817 100.00%
============ ==========
<FN>
Note: Investments in underlying Investment Funds are categorized by investment strategy.
* Refer to Section 2.b. of the accompanying notes
a - Redemptions permitted monthly
b - Redemptions permitted quarterly
c - Redemptions permitted semi annually
d - Redemptions permitted annually
e - Redemptions permitted anytime
f - Reimbursed only when underlying investment is realized or converted to regular interest in Investment Fund
g - Subsequent to September 30, 2008, the Fund went into liquidation
</FN>
The accompanying notes are an integral part of these financial statements.
-3-
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC - MULTI-STRATEGY SERIES G
STATEMENT OF OPERATIONS
FOR THE PERIOD APRIL 1, 2008 THROUGH SEPTEMBER 30, 2008
(UNAUDITED)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
Interest $ 26,413
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TOTAL INVESTMENT INCOME 26,413
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EXPENSES
Management fees 5,023,260
Professional fees 448,342
Loan interest 981,591
Accounting fees 543,475
Directors' fees and expenses 31,500
Marketing fees 29,418
Custodian fees 16,729
Miscellaneous expenses 1,799,940
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TOTAL EXPENSES 8,874,255
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NET INVESTMENT LOSS (8,847,842)
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REALIZED AND UNREALIZED LOSS ON INVESTMENTS:
Net realized loss on investments (7,678,325)
Net change in unrealized depreciation on investments (40,382,113)
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NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS (48,060,437)
------------
DECREASE IN SHAREHOLDERS' CAPITAL FROM OPERATIONS $(56,908,280)
============
The accompanying notes are an integral part of these financial statements.
-4-
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC - MULTI-STRATEGY SERIES G
STATEMENTS OF CHANGES IN SHAREHOLDER'S CAPITAL
(UNAUDITED)
- --------------------------------------------------------------------------------
SIX MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 2008 MARCH 31, 2008
(UNAUDITED)
OPERATIONS
Net investment loss $ (8,847,842) $(12,346,338)
Net realized loss on investments (7,678,325) 22,217,947
Net change in unrealized depreciation on investments (40,382,113) 18,264,850
------------ ------------
DECREASE IN SHAREHOLDERS' CAPITAL
FROM OPERATIONS (56,908,280) 28,136,459
DISTRIBUTIONS TO SHAREHOLDERS
Distributions from net investment income - -
Distributions from net realized gain - (32,217,900)
------------ ------------
DECREASE IN SHAREHOLDERS' CAPITAL
FROM DISTRIBUTIONS TO SHAREHOLDERS - (32,217,900)
SHAREHOLDERS' CAPITAL TRANSACTIONS
Capital contributions 200,324,979 273,955,009
Reinvestment of distributions 30,867,813
Capital withdrawals (48,713,568) (56,242,519)
------------ ------------
INCREASE (DECREASE) IN SHAREHOLDERS' CAPITAL
FROM CAPITAL TRANSACTIONS 151,611,411 248,580,303
SHAREHOLDERS' CAPITAL AT BEGINNING OF YEAR 571,709,686 327,210,824
------------ ------------
SHAREHOLDERS' CAPITAL AT END OF PERIOD
(594,710.611 AND 469,978.204 SHARES
OUTSTANDING AT SEPTEMBER 30, 2008 AND MARCH
31, 2008, RESPECTIVELY) $666,412,817 $571,709,686
============ ============
The accompanying notes are an integral part of these financial statements.
-5-
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC - MULTI-STRATEGY SERIES G
STATEMENT OF CASH FLOWS
SEPTEMBER 30, 2008
(UNAUDITED)
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Decrease in Shareholders' Capital from Operations $ (56,908,280)
Adjustments to reconcile net increase in shareholders' capital
from Operations to net cash used in operating activities:
Purchases of investments in investment funds (252,000,001)
Proceeds from disposition of investments in investment funds 56,699,854
Net realized gain on investments in investment funds 7,678,325
Net unrealized gain on investments in investment funds 40,382,113
Changes in operating assets and liabilities:
Increase in receivable from investment funds (10,794,272)
Decrease in prepaid professional fees 478,340
Decrease in other assets 144,726
Decrease in management fee payable (20,092)
Increase in interest payable 341,785
Decrease in accounts payable and accrued expenses (24,102)
-------------
NET CASH USED IN OPERATING ACTIVITIES (214,021,604)
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions 162,491,087
Distributions paid in cash -
Payments for shares redeemed (44,151,320)
Proceeds from loan payable 143,000,000
Payments for loan payable (86,500,000)
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NET CASH PROVIDED BY FINANCING ACTIVITIES 174,839,767
Net increase in cash and cash equivalents (39,181,837)
Cash and cash equivalents at beginning of year 60,237,991
-------------
Cash and cash equivalents at end of year $ 21,056,154
=============
Supplemental non-cash information:
Decrease in contributions received in advance $ (37,833,892)
Increase in redemptions payable 4,562,248
The accompanying notes are an integral part of these financial statements.
-6-
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC - MULTI-STRATEGY SERIES G
FINANCIAL HIGHLIGHTS
(UNAUDITED)
- --------------------------------------------------------------------------------
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
SIX MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 2008 MARCH 31, 2008
(UNAUDITED)
NET ASSET VALUE, BEGINNING OF PERIOD: $ 1,216.46 $ 1,207.54
============= =============
INCOME FROM INVESTMENT OPERATIONS***:
Net investment loss (14.82) (34.29)
Net realized and unrealized gain on investments (81.07) 133.84
------------- -------------
TOTAL FROM INVESTMENT OPERATIONS (95.89) 99.55
------------- -------------
DISTRIBUTIONS FROM NET INVESTMENT INCOME
DISTRIBUTIONS FROM NET REALIZED GAIN (90.63)
NET ASSET VALUE, END OF PERIOD: $ 1,120.57 $ 1,216.46
============= =============
TOTAL RETURN (7.88%)** 8.24%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period $ 666,412,817 $ 571,709,686
============= =============
Portfolio turnover 16.00% * 30.05%
Ratio of expenses to average net assets 2.62% * 2.90%
Ratio of net investment loss to average net assets (2.61%)* (2.87%)
<FN>
* Annualized.
** Total return for a period of less than a full year is not annualized.
*** Per share data for income from investment operations is computed using the total of monthly income and expense
THE ABOVE RATIOS MAY VARY FOR INDIVIDUAL INVESTORS BASED ON THE TIMING OF CAPITAL TRANSACTIONS DURING THE PERIOD.
</FN>
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, 2008 (UNAUDITED)
- --------------------------------------------------------------------------------
1. ORGANIZATION
Citigroup Alternative Investments Multi-Adviser Hedge Fund Portfolios LLC
(the "Company") 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. Shares of the Company are registered under
the Securities Act of 1933 ("1933 Act").
The investment objective of the Company 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 the Company can be
described as a fund of hedge funds.
Shares of the Company are sold to eligible investors (referred to as
"Shareholders"). The minimum initial investment in the Company 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 an indirect, wholly owned subsidiary of
Citigroup Inc., serves as the Company'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 the Company's assets to various Investment Funds. Under the
Company's governing documents, the Company has delegated substantially all
authority to oversee the management of the operations and assets of the
Company 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,
offering memoranda and such negotiated "side letter" or similar
arrangements as the Adviser may have entered into with the Investment Fund
on behalf of the Company. The Company values these investments at fair
value based on financial data supplied by the Investment Funds.
a. PORTFOLIO VALUATION
The net asset value of the Company 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.
-8-
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2008 (UNAUDITED)
- --------------------------------------------------------------------------------
The Company's investments in Investment Funds are carried at fair value as
determined by the Company'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 the Company, as an 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.
The Company may invest in Investment Funds that may designate certain
investments within those Investment Funds, typically those that are
especially illiquid and/or hard to value, as "special situation" (often
called "Side-Pocket") investments with additional redemption limitations.
Such a Side-Pocket is, in effect, similar to a private equity fund that
requires its investors to remain invested for the duration of the fund and
distributes returns on the investment only when liquid assets are generated
within the fund, typically through the sale of the fund's illiquid assets
in exchange for cash.
As a general matter, the fair value of the Company's investment in an
Investment Fund represents the amount that the Company can reasonably
expect to receive from an Investment Fund if the Company'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
Shareholder's intent to redeem its interest, and may, depending on the
Investment Funds' governing agreements, deny or delay a redemption request.
The Company generally does not factor into its valuation a liquidity
discount on any Investment Funds held. However, when an Investment Fund
imposes extraordinary restrictions on redemptions or when there have been
no recent transactions in the Investment Fund interests, the Company may
determine that it is appropriate to apply such a discount. Any such
decision would be made in good faith, and subject to the review and
supervision of the Board of Directors. 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.
The valuations reported by the Investment Managers, upon which the Company
calculates its month-end net asset value and net asset value per Share, may
be subject to later adjustment, based on information reasonably available
at that time. For example, fiscal year-end net asset value calculations of
the Investment Funds are audited by those Funds' independent registered
public accountants and may be revised as a result of such audits. Other
adjustments may occur from time to time. Such adjustments or revisions,
irrespective of their size and whether increasing or decreasing the net
asset value of the Company at the time they occur, because they relate to
information available only at the time of the adjustment or revision, will
not affect the amount of the repurchase proceeds received by Shareholders
who had their Shares repurchased prior to such adjustments and received
their repurchase proceeds.
-9-
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2008 (UNAUDITED)
- --------------------------------------------------------------------------------
As a result, to the extent that such subsequently adjusted valuations from
the Investment Managers or revisions to net asset value of an Investment
Fund adversely affect the Company's net asset value, the outstanding Shares
of the Company will be adversely affected by such prior repurchases
redeemed at a net asset value per Share higher than the adjusted amount.
Conversely, any increases in the net asset value per Share resulting from
such subsequently adjusted valuations will be entirely for the benefit of
the holders of the outstanding Shares of the Company and to the detriment
of Shareholders who previously had their Shares repurchased at a net asset
value per Share lower than the adjusted amount. New Shareholders may be
affected in a similar way, because the same principles apply to the
purchase of Shares. Unlike a pricing adjustment based on an audit or new
information, a pricing "error," such as an administrative mistake in
processing or the misapplication by the Company or its agents of the
valuation principles described in the Company's procedures, would require a
retroactive adjustment, provided such an adjustment is deemed (in
accordance with applicable regulatory guidance and upon consultation with
the Company's auditors and/or counsel) to be material. Any such retroactive
adjustment shall be reported promptly to the Company's Valuation Committee.
b. INCOME RECOGNITION AND EXPENSES
Interest income is recorded on the accrual basis. Income, expenses and
realized and unrealized gains and losses are recorded 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. The
Company records realized gain or loss on its investment in Investment Funds
only to the extent that cost of such investment as well as any Side Pocket
has been fully recovered through previous redemptions from investment in
Investment Funds.
The Company 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 the Company'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 the Company's
subsequent registration of its shares under the 1933 Act have been deferred
and were amortized over the twelve months commencing after the effective
date of such registration.
c. INCOME TAXES
The Company operated as a partnership from inception through September 30,
2005. As of October 1, 2005, the Company became a corporation that is taxed
as a regulated investment company.
It is the Company'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.
-10-
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2008 (UNAUDITED)
- --------------------------------------------------------------------------------
Therefore, no federal income or excise tax provision is typically required
for the Company's financial statements. While the Company intends to
distribute substantially all of its taxable net investment income and
capital gains, in the manner necessary to avoid imposition of the 4% excise
tax as described above, it is possible that some excise tax will be
incurred. In such event, the Company will be liable for the tax only on the
amount by which it does not meet the foregoing distribution requirements.
During the current year, the Company adopted FASB Interpretation No. 48,
ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES ("FIN 48"). FIN 48 provides
guidance for how uncertain tax positions should be recognized, measured,
presented and disclosed in the financial statements. FIN 48 requires the
evaluation of tax positions taken or expected to be taken in the course of
preparing the Company's financial statements to determine whether the tax
positions are "more-likely-than-not" of being sustained by the applicable
tax authority. Tax positions not deemed to meet the "more-likely-than-not"
threshold would be recorded as a tax benefit or expense in the current
year. The Adviser has concluded the adoption of FIN 48 had no impact on the
operations of the Company for the six months ended September 30, 2008 and
that no provision for income tax is required in the Company's financial
statements.
The Company's federal and state income and federal excise tax returns for
which the applicable statute of limitations have not expired are subject to
examination by the Internal Revenue Service and state departments of
revenue.
d. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash on deposit and monies invested in
money market deposit accounts that are accounted for at amortized cost,
which approximates fair value.
e. USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management of the Company to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Management believes that the estimates
utilized in preparing the Company's financial statements are reasonable and
prudent; however, actual results could differ from these estimates.
-11-
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2008 (UNAUDITED)
- --------------------------------------------------------------------------------
3. FAIR VALUE DISCLOSURES
In September 2006, the Statement of Financial Accounting Standards No. 157
- Fair Value Measurements - ("SFAS 157"), was issued and is effective for
fiscal years beginning after November 15, 2007. SFAS 157 defines fair
value, establishes a framework for measuring fair value and expands
disclosures about fair value measurements. SFAS 157 requires disclosure
surrounding the various inputs that are used in determining the value of
the Company's investments. These inputs are summarized into the three broad
levels listed below.
-- Level 1 - Quoted prices in active markets for identical securities
-- Level 2 - Other significant observable inputs (including quoted prices
for similar securities, interest rates, prepayment speeds,
credit risk, etc.)
-- Level 3 - Significant unobservable inputs (including the Fund's own
assumptions in determining the fair value of investments).
The notion of unobservable inputs is intended to allow for
situations in which there is little, if any, market activity
for the asset or liability at the measurement date. Under
Level 3, the owner of an asset must determine valuation
based on its own assumptions about what market participants
would take into account in pricing the asset, using best
information available.
The inputs or methodology used for valuing securities are not necessarily
an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used as of September 30, 2008, in
valuing the Company's assets and liabilities carried at fair value:
--------------------------------------------------------------------------------------------------------------------
Investments in Liabilities in Appreciation in Depreciation in
Investment Securities Other Financial Other Financial
Funds Sold Short Instruments Instruments
--------------------------------------------------------------------------------------------------------------------
Level 1 -
--------------------------------------------------------------------------------------------------------------------
Level 2 -
--------------------------------------------------------------------------------------------------------------------
Level 3 $709,214,878
--------------------------------------------------------------------------------------------------------------------
Total $709,214,878
--------------------------------------------------------------------------------------------------------------------
SFAS 157 also requires a reconciliation of assets for which significant
unobservable inputs (Level 3) were used in determining fair value:
--------------------------------------------------------------------------------------------------------------------
Investments in Liabilities in Appreciation in Depreciation in
Investment Securities Other Financial Other Financial
Funds Sold Short Instruments Instruments
--------------------------------------------------------------------------------------------------------------------
Balances as of 03/31/08 $561,975,169
--------------------------------------------------------------------------------------------------------------------
Realized gain (loss) (7,678,325)
--------------------------------------------------------------------------------------------------------------------
Change in unrealized
appreciation (40,382,113)
(depreciation)
--------------------------------------------------------------------------------------------------------------------
Net purchases (sales) 195,300,147
--------------------------------------------------------------------------------------------------------------------
Net transfers in and out -
(Level 3)
--------------------------------------------------------------------------------------------------------------------
Balance as of 09/30/08 $709,214,878
--------------------------------------------------------------------------------------------------------------------
-12-
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2008 (UNAUDITED)
- --------------------------------------------------------------------------------
4. NEW ACCOUNTING PRONOUNCEMENTS
In March 2008, the FASB released Statement of Financial Accounting
Standards No. 161, DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES ("FAS 161"). FAS 161 requires qualitative disclosures about
objectives and strategies for using derivatives, quantitative disclosures
about fair value amounts and gains and losses on derivative instruments,
and disclosures about credit-risk-related contingent features in derivative
agreements. The adoption of FAS 161 is required for fiscal years beginning
after November 15, 2008 and interim periods within those fiscal years. At
this time, the Company has not yet adopted FAS 161 and is evaluating the
implications of FAS 161 and its impact on the financial statements has not
yet been determined.
5. MANAGEMENT FEE, ADMINISTRATIVE FEE, RELATED PARTY TRANSACTIONS AND OTHER
The Adviser provides certain management and administrative services to the
Company. 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, the Company will pay the Adviser a monthly
management fee based on end of month Shareholder's 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).
In addition, the Adviser allocated certain marketing fees of $29,418 to the
Company during the six months ended September 30, 2008.
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 the Company.
Citigroup Global Markets, Inc. ("CGM"), an affiliate of CAI and a wholly
owned subsidiary of Citigroup, Inc. serves as a placement agent of the
Company Shares. For the six months ended September 30, 2008, the Company
paid $1,018,670 in placement fees to CGM on the Company Shares. Such fees
are deducted from an investor's gross contribution amount.
The Company has entered into agreements with third parties to act as
additional placement agents for the Company 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).
Prior to October 1, 2005 the Company paid CAI a monthly fee of 0.025%
(0.30% on an annualized basis) for administration based primarily upon
average net assets, subject to a minimum monthly fee, and reimbursed
certain expenses.
-13-
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2008 (UNAUDITED)
- --------------------------------------------------------------------------------
CAI, as Administrator, retained PNC Global Investment Servicing Inc.
("PNCGIS"), an independent third party and wholly-owned subsidiary of the
PNC Financial Services Group, to assist in the performance of its
administrative duties.
On October 1, 2005 a restructuring of this arrangement took effect. Under
the new arrangement CAI and PNCGIS have separate agreements with the
Company and act as co-administrators to the Company. CAI, as
co-administrator, no longer receives a monthly fee for their administrative
services to the Company. PNCGIS continues to provide certain accounting,
recordkeeping, tax and investor related services. Fees for their services
are charged directly to the Company.
Effective January 1, 2008, each Director who is not an "interested person"
of the Company, as defined by the 1940 Act, receives an annual retainer of
$20,000 plus a Board of Directors meeting fee of $1,000 and a telephone
meeting fee of $500. The Chairman of the Audit Committee receives an
additional fee of $3,000 per year. 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
amounts expensed related to Directors by the Company for the six months
ended September 30, 2008 were $31,500.
PFPC Trust Company (an affiliate of PNCGIS) serves as custodian of the
Company's assets and provides custodial services for the Company. Fees
payable to the custodian and reimbursement for certain expenses are paid by
the Company. Total amounts expensed related to custodian fees by the
Company for the six months ended September 30, 2008 were $16,729.
6. SECURITIES TRANSACTIONS
The following table lists the aggregate purchases and proceeds from sales
of Investment Funds for the six months ended September 30, 2008, net
unrealized appreciation, gross unrealized appreciation, and gross
unrealized depreciation as of September 30, 2008.
Cost of purchases $ 252,058,886
---------------
Proceeds from sales $ 56,758,739
---------------
Gross unrealized appreciation $ 216,715
Gross unrealized depreciation $ 40,598,828
---------------
Net unrealized depreciation $ 40,382,113
---------------
-14-
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2008 (UNAUDITED)
- --------------------------------------------------------------------------------
7. 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 the Company. The Board of Directors from time
to time and in its complete and exclusive discretion, may determine to
cause the Company 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 the six months ended September 30,
2008 and the year ended March 31, 2008:
September 30, 2008 March 31, 2008
-------------------- ---------------------
Shares outstanding, beginning of year 469,978.204 270,972.304
Shares purchased 164,469.268 219,390.921
Shares issued for reinvestment of distributions 24,801.593
Shares redeemed (39,736.861) (45,186.614)
------------ ------------
Shares outstanding, end of year 594,710.611 469,978.204
============ ============
8. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
In the normal course of business, the Investment Funds in which the Company
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. The Company's risk of loss in these investment
funds is limited to the value of it's investment in such funds.
9. LOAN PAYABLE
On December 27, 2006, the Company 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
the Company's assets. At September 30, 2008, the outstanding borrowing from
the Credit Facility amounted to $81,900,000, bearing interest at a rate of
4.00% less a discount percentage per annum. Interest expense on the
outstanding borrowing for the six months ended September 30, 2008 was
$981,591 with $702,222 payable at September 30, 2008. The Credit Facility
is scheduled to mature on December 27, 2008. While the Company intends to
enter into a new Credit and Securities Agreement, there is no guarantee
that the Company will be successful in securing a new facility.
-15-
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2008 (UNAUDITED)
- --------------------------------------------------------------------------------
FUND MANAGEMENT
(UNAUDITED)
The Company's officers are appointed by the Directors and oversee the
management of the day-to-day operations of the Company under the supervision of
the Board of Directors. One of the Directors and all of the officers of the
Company are directors, officers or employees of the Adviser, their subsidiaries
or Citigroup. The other Directors are not affiliated with the Adviser, their
subsidiaries or Citigroup and are not "interested persons" as defined under
Section 2(a)(19) of the 1940 Act (the "Independent Directors"). The Directors
and officers of the Company also may be directors and officers of other
investment companies managed, advised, administered or distributed by Citigroup
or its subsidiaries. A list of the Directors and officers of the Company and a
brief statement of their present positions and principal occupations during the
past five years are set out below. To the fullest extent allowed by applicable
law, including the 1940 Act, the Limited Liability Company Agreement indemnifies
the Directors and officers for all costs, liabilities and expenses that they may
experience as a result of their service as such.
Certain of the Directors and officers of the Company are also directors
and/or officers of other investment companies that are advised by the Adviser or
its affiliates. The address for each Director and officer in his or her capacity
as such is 55 East 59th Street, 10th Floor, New York, New York 10022.
-16-
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2008 (UNAUDITED)
- --------------------------------------------------------------------------------
INDEPENDENT DIRECTORS
NUMBER OF
PRINCIPAL PORTFOLIOS IN
POSITION(S) TERM OF OFFICE* OCCUPATION(S) FUND COMPLEX OTHER
NAME HELD WITH AND LENGTH OF DURING OVERSEEN BY DIRECTORSHIPS
AND AGE THE COMPANY TIME SERVED PAST 5 YEARS DIRECTOR HELD BY DIRECTOR
- ----------------- ------------- ----------------- ---------------- ------------- ------------------------
Charles Hurty Director November 2002 to Business One GMAM Absolute Return
(born 1943) present Consultant since Strategies Fund,
October 2001; LLC; CSFB
prior thereto, Alternative
Partner with Investment Fund (6
accounting firm portfolios); iShares
of KPMG, LLP. Trust and iShares,
Inc. (151 portfolios)
Steven Krull Director November 2002 to Professor of One Cadogan
(born 1957) present Finance at Opportunistic
Hofstra Alternatives Fund,
University; LLC
Business
Consultant.
Joshua Weinreich Director December 2006 to Retired since One Cornell University,
(born 1960) present (served 2004. Between Endowment Hedge Fund
as an Advisory 1985 and 2004 Subcommittee;
Director (1) from held various Citigroup
January 2006 to positions at Alternative
November 2006) Bankers Trust/ Investments LLC,
Deutsche Bank, Conflict Advisory
including Head of Board; Community
Corporate Capital Food Bank of New
Markets (US), Jersey, Treasurer;
CIO of Global Houseparty Inc.,
Private Bank Chairman
Deputy Head and compensation
Head of Global committee;
Private Bank, Newark Academy,
CEO of Asset Board of Trustees,
Management US and Chair
Global Head of Capital/Endowment
Hedge Funds. Committee;
Overlook Hospital
Foundation,
Vice-chair
Investment
Committee,
Vice-chair Budget
and Planning
committee
(1) As an Advisory Director, Mr. Weinreich participated in Board meetings in
the same manner as a full Director, except that he was ineligible to cast a
vote on any matter, as his appointment to the Board as an Independent
Director had not yet been ratified by Shareholders.
* Term of office of each Director is indefinite.
-17-
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2008 (UNAUDITED)
- --------------------------------------------------------------------------------
INTERESTED DIRECTORS
NUMBER OF
PRINCIPAL PORTFOLIOS IN
POSITION(S) TERM OF OFFICE* OCCUPATION(S) FUND COMPLEX
NAME HELD WITH AND LENGTH OF DURING OVERSEEN BY OTHER DIRECTORSHIPS
AND AGE THE COMPANY TIME SERVED PAST 5 YEARS DIRECTOR HELD BY DIRECTOR
- ----------------- ------------- ----------------- ---------------- ------------- ------------------------
Raymond Nolte President and September 2005 CEO, Fund of One None
(born 1961) Director to present Hedge Funds
(Chair) Group; Portfolio
Manager to
the Company
since September
2005; Global
Head and Chief
Investment
Officer,
Deutsche Bank
ARS Fund of
Funds business
(1996-April
2005).
* Term of office of each Director is indefinite.
-18-
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2008 (UNAUDITED)
- --------------------------------------------------------------------------------
OFFICERS
POSITION(S) HELD TERM OF OFFICE*
NAME WITH AND LENGTH OF TIME PRINCIPAL OCCUPATION(S)
AND AGE THE COMPANY SERVED DURING PAST 5 YEARS
- ------------------ ------------------- -------------------- --------------------------------------------
Raymond Nolte President and September 2005 to See table for "Interested Directors" above.
(born 1961) Director present
Jennifer Magro Vice President December 2007 to Managing Director, Citigroup Alternative
(born 1971) present Investments LLC (2006-present); Director,
Citigroup Alternative Investments LLC
(2000-2006)
Trudi Gilligan Chief Compliance December 2004 to Director and Associate General Counsel,
(born 1967) Officer present Citigroup Alternative Investments LLC (since
2004); Vice President and Associate General
Counsel, Citigroup Alternative Investments
LLC (2000-2004); Associate, law firm of
Battle Fowler LLP. (1996-2000)
Amy Olsen Treasurer; December 2007 to Vice-President, Citigroup Alternative
(born 1975) Principal Present Investments LLC (2005-present); Associate,
Financial Officer Amaranth Advisors LLC (2004); Assistant
Vice-President, Citigroup Alternative
Investments LLC (2001-2004)
Christopher Hutt Secretary March 2008 to present Director, Citigroup Alternative Investments
(born 1970) LLC (January 2008-present); Vice President,
Citigroup Alternative Investments LLC
(2004-2008); Assistant Vice President,
JPMorgan Chase & Co., Network Client
Consulting (2000-2003);
Brahm Pillai Assistant Secretary March 2008 to present Assistant Vice President, Citigroup
(born 1979) Alternative Investments LLC (2007-present);
Associate, Citigroup Alternative Investments
LLC (2005-2006)
* Term of office of each officer is indefinite.
In addition to their roles as Independent Directors of the Company, each of
Steven Krull and Josh Weinreich serve on special independent committees
representing other clients of the Adviser. The committee engagements and related
compensation are described below. These matters have been reviewed by the
Company's Board of Directors, which determined that the engagements are
appropriate for Independent Directors of the Company.
Mr. Krull serves on the Advisory Committee for the Adviser's HedgeForum
business. HedgeForum is a program under which third-party private investment
funds are diligenced by the Adviser and then made available for direct
investment by sophisticated investors. Mr. Krull is one of three members of the
HedgeForum Advisory Committee (all committee members are unaffiliated with the
Adviser) and receives for his services an annual retainer of $12,000 plus
certain meeting fees and reimbursements for out of pocket expenses. For the six
months ended September 30 2008, Mr. Krull received $12,000 in connection with
this engagement. All such costs are borne by the third-party investment funds
participating in the HedgeForum offering.
-19-
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2008 (UNAUDITED)
- --------------------------------------------------------------------------------
Mr. Weinreich serves on the Conflicts Committee for the Adviser. That
committee is charged primarily with reviewing conflict-of-interest transactions
initiated by the Adviser that require client consent and has been authorized in
most instances to provide the needed consent on behalf of the client. Mr.
Weinreich is one of two members of the Adviser's Conflicts Committee (all
committee members are unaffiliated with the Adviser) and receives for his
services an annual retainer of $12,000 plus certain meeting fees and
reimbursements for out of pocket expenses. For the six months ended September
30, 2008, Mr. Weinreich received $12,000 in connection with this engagement. All
such costs are borne by the clients whose interests are represented by the
Conflicts Committee.
-20-
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. INVESTMENTS.
(a) 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.
(b) Not applicable.
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
--------------------------------------------------------------------
By (Signature and Title)* /s/ Raymond Nolte
-------------------------------------------------------
Raymond Nolte, President
(principal executive officer)
Date 11/25/08
----------------------------------------------------------------------------
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 11/25/08
----------------------------------------------------------------------------
By (Signature and Title)* /s/ Amy M. Olsen
-------------------------------------------------------
Amy M. Olsen, Treasurer
(principal financial officer)
Date 11/25/08
----------------------------------------------------------------------------
* Print the name and title of each signing officer under his or her signature.