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)
55 East 59th Street, 10th Floor
New York, NY 10022
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(Address of principal executive offices) (Zip code)
Millie Kim, Esq.
Citigroup Alternative Investments LLC
399 Park Avenue, 14th 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, 2009
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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, 2009
(UNAUDITED)
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 2009
(UNAUDITED)
- --------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents $ 16,818,094
Investments in Investment Funds, at fair value (cost: $428,048,121) 507,828,128
Receivable from Investment Funds 64,475,508
Other assets 125,068
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TOTAL ASSETS 589,246,798
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LIABILITIES
Redemptions payable 34,508,679
Contributions received in advance 12,774,000
Management fee payable 722,436
Accrued expenses 888,757
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TOTAL LIABILITIES 48,893,872
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SHAREHOLDERS' CAPITAL (480,663.987 SHARES OUTSTANDING) $ 540,352,926
=============
NET ASSET VALUE PER SHARE $ 1,124.18
=============
COMPOSITION OF SHAREHOLDERS' CAPITAL
Paid-in Capital $ 590,373,231
Accumulated net investment loss (8,978,511)
Accumlated net realized loss on investment transactions (120,821,801)
Net unrealized appreciation on investments 79,780,007
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Shareholders' Capital $ 540,352,926
=============
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, 2009
(UNAUDITED)
- --------------------------------------------------------------------------------
% OF SHAREHOLDERS'
COST * FAIR VALUE CAPITAL
INVESTMENTS IN INVESTMENT FUNDS
DIRECTIONAL EQUITY
Artha Emerging Markets Fund Ltd - b $ 5,000,000 $ 5,268,933 0.98%
Frontpoint Onshore Healthcare Fund 2X LP - b 5,011,339 6,189,264 1.15
Horseman European Select Fund - a 9,000,000 6,856,667 1.27
Horseman Global Fund LTD Class B USD - a 9,500,000 7,229,940 1.34
Meditor European Hedge Fund (B) Ltd. - a 6,000,000 7,159,286 1.32
Passport Global Strategies III LTD - f 788,445 807,730 0.15
Passport II LP - b - 11,918,668 2.20
Sprott Offshore Fund II LTD Class B - a 7,000,000 3,456,521 0.64
Tiger Asia Overseas Fund LTD Class B Offshore Fund - b 10,000,000 7,211,806 1.33
------------ ------------ -----
Total Directional Equity 52,299,784 56,098,815 10.38
------------ ------------ -----
DIRECTIONAL MACRO
Asset Management Offshore LTD - a 15,000,000 15,464,184 2.86
Brevan Howard Fund Limited - a 10,933,478 11,557,306 2.14
Drawbridge Global Macro Fund Ltd Side Pocket 5 - f 45,752 44,830 0.01
Drawbridge Global Macro Fund Ltd Side Pocket 6 - f 25,480 34,240 0.01
Drawbridge Global Macro Fund Ltd Side Pocket 4 - f 82,331 68,700 0.01
Drawbridge Global Macro Fund LTD SPV Assets - f 303,137 594,007 0.11
Drawbridge Global Macro Fund Ltd Side Pocket 7 - f 18,759 29,569 0.01
Drawbridge Global Macro LTD C1 H10D SP May 9 2008 - f 31,259 26,818 0.00
Drawbridge Global Macro Fund Side Pocket 10 - f 6,378 4,067 0.00
Drawbridge Global Macro Side Pocket 11 - f 6,259 2,191 0.00
Drawbridge Global Macro Side Pocket 12 - f 388,414 197,363 0.04
------------ ------------ -----
Total Directional Macro 26,841,247 28,023,275 5.19
------------ ------------ -----
RELATIVE VALUE
AB2 Fund - a - 7,745,608 1.43
Brigade Leveraged Capital Structures LP - b 6,001,806 6,682,139 1.23
Dundonald Fund I LP - b 4,400,000 8,526,962 1.57
Gracie Credit Opportunities Fund LP - b 11,000,000 11,822,963 2.19
Nisswa Fixed Income Fund LP - b 28,500,000 34,296,497 6.35
Perella Weinberg Partners Xerion Fund LP - b 25,000,000 26,260,198 4.86
Providence MBS Fund, LP - b 22,000,000 34,181,948 6.33
Providence MBS Offshore Fund, LTD - b 6,300,000 21,552,182 3.99
SOLA 1 - d 21,441,654 15,287,820 2.83
Sola 1 Class L1 Master - b 13,558,346 14,841,100 2.75
Sola 1 - C - f 203,872 203,872 0.04
Stratus Fund Ltd - Class C - a 3,300,000 8,874,618 1.64
Stratus Feeder Fund LTD Class C - a 11,511,640 14,744,369 2.73
Stratus Fund LTD Double Lev Class C Side Pocket - f 187,975 186,048 0.03
Structured Service Holdings LP - a 23,358,508 46,994,496 8.70
Structured Service Holdings LTD - a 13,500,000 29,840,837 5.52
------------ ------------ -----
Total Relative Value $190,263,801 $282,041,657 52.19%
------------ ------------ -----
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, 2009
(UNAUDITED)
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% OF SHAREHOLDERS'
COST * FAIR VALUE CAPITAL
INVESTMENTS IN INVESTMENT FUNDS
EVENT DRIVEN
Ashmore Asian Recovery Fund Limited - b $ 10,297,045 $ 8,712,137 1.61%
Carrington Investment Partners (US) LP - b 11,074,979 4,241,431 0.78
CPIM Structured Credit Fund 1000 INC - b 7,544,824 1,230,189 0.23
CPIM Structured Credit Fund 1500 INC - c 6,047,893 773,522 0.14
Harbinger Capital Partners Offshore Fund I, LTD - b 15,760,206 6,988,474 1.29
Harbinger Capital Partners Class L Holdings Series 2 - f 422,060 1,060,382 0.20
Harbinger Capital Partners Class PE Holdings Series 1 - f 7,424,541 7,170,453 1.33
Lincoln Vale European Partners (US) Fund LP - c 5,000,000 4,269,026 0.79
Marathon Distressed Subprime Fund (Cayman) LTD Class A - b 5,000,000 4,660,320 0.86
Marathon Special Opp Fund LTD SP 2 - f 1,173,382 1,013,490 0.19
Marathon Special Opp Ltd SP 4 - f 588,093 439,920 0.08
Marathon Structured Finance Fund LTD - d 14,907,887 8,688,169 1.61
Marathon Structured Finance Fund LTD Ser. 31 Dec 2008 - f 1,284,301 1,168,295 0.22
Marathon Special Opportunity Fund LTD SP6 - f 276,235 242,148 0.05
New Amsterdam European Credit Fund Class A - a 1,249,738 119,625 0.02
Noroton Event Driven Opportunity Fund LP - b 5,000,000 4,046,985 0.75
Pardus Special Opportunities Fund 1 LTD - b 15,000,000 5,105,178 0.95
Paulson Advantage Plus LP - b 3,500,000 38,384,386 7.10
Stark Investments Structured Finance Onshore Fund - d 9,442,105 7,354,350 1.36
Taconic Offshore Fund 1.5 LTD - d 10,000,000 10,294,010 1.91
Third Point Partners Qualified, LP - d 11,750,000 12,220,976 2.26
Trian Partners Ltd - d 10,900,000 7,913,154 1.46
York Credit Opportunities Unit Trust - b 5,000,000 5,567,761 1.03
------------ ------------ ------
Total Event Driven 158,643,289 141,664,381 26.22
------------ ------------ ------
Total Investments In Investment Funds $428,048,121 $507,828,128 93.98
Other Assets, less Liabilities 32,524,798 6.02
------------ ------
Members' Capital $540,352,926 100.00%
============ ======
<FN>
* The Company records a realized gain or loss on its investment in Investment Funds only to the extent that the cost of such
investment as well as any Side Pocket has been fully recovered through previous redemptions from investments in Investment Funds.
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
f - Redeemed only when underlying investment is realized or converted to regular interest in Investment Fund
</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, 2009 THROUGH SEPTEMBER 30, 2009
(UNAUDITED)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
Interest $ 4,644
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TOTAL INVESTMENT INCOME 4,644
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EXPENSES
Management fees 4,081,494
Risk monitoring expense 622,730
Accounting fees 581,333
Redemption\Subscription Fees 328,632
Professional fees 187,800
Directors' fees and expenses 39,000
Custodian fees 10,001
Miscellaneous expenses 78,062
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TOTAL EXPENSES 5,929,052
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NET INVESTMENT LOSS (5,924,408)
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REALIZED AND UNREALIZED GAIN ON INVESTMENTS IN INVESTMENT FUNDS:
Net realized loss on sales of investments in Investment Funds (5,955,670)
Net change in unrealized appreciation on investments in Investment Funds 71,989,735
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NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS IN INVESTMENT FUNDS 66,034,065
-----------
NET INCREASE IN SHAREHOLDERS' CAPITAL FROM OPERATIONS $60,109,657
===========
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
- --------------------------------------------------------------------------------
SIX MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 2009 MARCH 31, 2009
(UNAUDITED)
OPERATIONS
Net investment loss $ (5,924,408) $ (17,276,345)
Net realized loss on sales of investments in Investment Funds (5,955,670) (47,690,528)
Net change in unrealized appreciation/(depreciation) on investments in Investment Funds 71,989,735 (46,582,350)
------------ -------------
INCREASE/(DECREASE) IN SHAREHOLDERS' CAPITAL
FROM OPERATIONS 60,109,657 (111,549,223)
------------ -------------
DISTRIBUTIONS TO SHAREHOLDERS
Distributions from net investment income - (122,666)
Distributions from net realized gain - (17,339,104)
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DECREASE IN SHAREHOLDERS' CAPITAL
FROM DISTRIBUTIONS TO SHAREHOLDERS - (17,461,770)
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SHAREHOLDERS' CAPITAL TRANSACTIONS
Capital contributions 47,357,158 256,965,644
Reinvestment of distributions - 15,476,284
Capital withdrawals (82,642,712) (199,611,798)
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INCREASE/(DECREASE) IN SHAREHOLDERS' CAPITAL
FROM CAPITAL TRANSACTIONS (35,285,554) 72,830,130
SHAREHOLDERS' CAPITAL AT BEGINNING OF YEAR 515,528,823 571,709,686
------------ -------------
SHAREHOLDERS' CAPITAL AT END OF PERIOD
(480,663.987 AND 512,570.369 SHARES OUTSTANDING
AT SEPTEMBER 30, 2009 AND MARCH 31, 2009,
RESPECTIVELY) $540,352,926 $515,528,823
============ ============
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
FOR THE PERIOD APRIL 1, 2009 THROUGH SEPTEMBER 30, 2009
(UNAUDITED)
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Increase in Shareholders' Capital from Operations $ 60,109,657
Adjustments to reconcile net decrease in Shareholders' capital
from Operations to net cash used in operating activities:
Purchases of investments in Investment Funds (101,000,000)
Proceeds from disposition of investments in Investment Funds 187,443,937
Net realized loss on sales of investments in Investment Funds 5,955,670
Change in net unrealized appreciation on investments in Investment Funds (71,989,735)
Changes in operating assets and liabilities:
Decrease in prepaid professional fees 622,729
Decrease in other assets 43,042
Decrease in management fee payable (62,529)
Decrease in accrued expenses (432,008)
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NET CASH PROVIDED BY OPERATING ACTIVITIES 80,690,763
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions 54,741,158
Payments for shares redeemed (158,675,677)
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NET CASH USED IN FINANCING ACTIVITIES (103,934,519)
NET DECREASE IN CASH AND CASH EQUIVALENTS (23,243,756)
Cash and cash equivalents at beginning of year 40,061,850
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Cash and cash equivalents at end of period $ 16,818,094
=============
Supplemental non-cash information:
Increase in contributions received in advance 7,384,000
Decrease in redemptions payable (76,032,965)
The accompanying notes are an integral part of these financial statements.
-6-
CITIGROUP ALTERNATIVE INVESTMENTS
CITIGROUP ALTERNATIVE INVESTMENTS MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
SIX MONTHS ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
SEPTEMBER 30, 2009 MARCH 31, 2009 MARCH 31, 2008 MARCH 31, 2007 MARCH 31, 2006 MARCH 31, 2005
(UNAUDITED)
NET ASSET VALUE, BEGINNING
OF YEAR: $ 1,005.77 $ 1,216.46 $ 1,207.54 $ 1,241.60 $ 1,115.09 $ 1,099.37
------------ ------------ ------------ ------------ ------------ ------------
INCOME FROM INVESTMENT
OPERATIONS(1):
Net investment loss (11.57) (29.47) (34.29) (28.26) (26.88) (32.25)
Net realized and
unrealized gain/
(loss) on investments 129.98 (153.56) 133.84 108.05 153.39 47.97
------------ ------------ ------------ ------------ ------------ ------------
TOTAL FROM INVESTMENT
OPERATIONS 118.41 (183.03) 99.55 79.79 126.51 15.72
------------ ------------ ------------ ------------ ------------ ------------
Distributions from net
investment income - - - (47.12) - -
Distributions from net
realized gain - (27.66) (90.63) (66.73) - -
------------ ------------ ------------ ------------ ------------ ------------
NET ASSET VALUE, END OF PERIOD: $ 1,124.18 $ 1,005.77 $ 1,216.46 $ 1,207.54 $ 1,241.60 $ 1,115.09
============ ============ ============ ============ ============ ============
TOTAL RETURN 11.77% (15.05%) 8.24% 6.43% 11.35% 1.43%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period $540,352,926 $515,528,823 $571,709,686 $327,210,824 $188,116,360 $205,082,664
============ ============ ============ ============ ============ ============
Portfolio turnover 26.43%(2) 41.45% 30.05% 69.45% 57.90% 25.24%
Ratio of expenses to average
net assets 2.22%(2)(3) 2.63% 2.90% 2.51% 2.60% 3.06%
Ratio of net investment loss
to average net assets (2.22%)(2)(3) (2.62%) (2.87%) (2.37%) (2.35%) (2.95%)
<FN>
(1) Per share data for income from investment operations is computed using the total of monthly income and expense divided by
beginning of month shares.
(2) Annualized
(3) As noted in Note 8 of the accompanying notes, the ratios above include redemption fees of $288,132. Had the Fund not incurred
these fees, the ratio of expenses to average net assets and the ratio of net investment loss to average net assets would have
been 2.11% and (2.11%), respectively.
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, 2009 (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. The Company
is also 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 ("Shares") are sold to eligible investors
(referred to as "Shareholders"). The minimum initial investment in the
Company from each Shareholder is $25,000; 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
(the "Board").
2. SIGNIFICANT ACCOUNTING POLICIES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America ("GAAP")
requires the Adviser to makes estimates and assumptions that affect
the amounts and disclosures in the financial statements and
accompanying notes. The Adviser believes that the estimates utilized
in preparing its financial statements are reasonable and prudent;
however, actual results could differ from those estimates.
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.
-8-
================================================================================
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2009 (UNAUDITED)
- --------------------------------------------------------------------------------
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.
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. These fees are not included in management fees on the
Statement of Operations.
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 if the Company's investment was sold in an orderly
transaction at the time of valuation. 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
considers if a liquidity discount on any Investment Fund should be
taken due to redemption restrictions or suspensions by the Investment
Fund. However, the effects of any discounts were determined by the
Adviser to be insignificant at September 30, 2009, and therefore, no
discounts were applied to the fair value of the Investment Funds. 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.
-9-
================================================================================
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2009 (UNAUDITED)
- --------------------------------------------------------------------------------
Retroactive adjustments to the Company's net asset value might be made
after the valuation date which could impact the net asset value per
Share at which Shareholders purchase or sell Shares. The valuations
reported by the Investment Funds, upon which the Company calculates
its month end net asset value, may be subject to adjustment subsequent
to the valuation date, based on information which becomes available
after that valuation date. For example, fiscal year-end net asset
values of an Investment Fund may be revised as a result of a year-end
audit performed by the independent auditors of that Investment Fund.
Other adjustments to the Company's net asset value may also occur from
time to time, such as from the misapplication by the Company or its
agents of the valuation policies described in the Company's valuation
procedures.
Retroactive adjustments to the Company's net asset value, which are
caused by adjustments to the Investment Funds' values or by a
misapplication of the Company's valuation policies, that are able to
be made within 90 days of the Valuation Date(s) to which the
adjustment would apply will be made automatically unless determined to
be de minimis. Other potential retroactive adjustments, regardless of
whether their impact increases or decreases the Company's net asset
value, will be made only if they both (i) are caused by a
misapplication of the Company's valuation policies and (ii) deemed to
be material. All retroactive adjustments are reported to the Company's
Valuation Committee and to affected Shareholders.
Effective June 30, 2009, the Company adopted a policy which permits
revisions to the number of shares purchased or sold by shareholders
due to retroactive adjustments made under the circumstances described
above which occur within 90 days of the Valuation Date. Prior to June
30, 2009, that automatic 90-day adjustment period was not in effect
and retroactive valuation or share adjustments were not made.
In circumstances where a retroactive adjustment is not made under the
circumstances described above, Shares purchased or sold by
Shareholders will not be adjusted. As a result, to the extent that the
subsequent impact of the event which was not adjusted adversely
affects the Company's net asset value, the outstanding Shares will be
adversely affected by prior repurchases made at a net asset value per
Share higher than the adjusted value. Conversely, any increases in net
asset value per Share resulting from such subsequent impact will be to
the benefit of the holders of the outstanding Shares and to the
detriment of Shareholders who previously had their Shares repurchased
at a net asset value per Share lower than the post-impact value. New
Shareholders may be affected in a similar way, because the same
principles apply to the purchase of Shares.
B. INCOME RECOGNITION AND EXPENSES
Interest income and expenses are recorded on an accrual basis. Income,
expenses and realized and unrealized gains and losses are recorded
monthly.
-10-
================================================================================
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2009 (UNAUDITED)
- --------------------------------------------------------------------------------
The change in an Investment Fund's net asset value is included in net
change in unrealized appreciation on investments in Investment Funds
on the Statement of Operations. The Company records a realized gain or
loss on its investment in Investment Funds only to the extent that the
cost of such investment as well as any Side Pocket has been fully
recovered through previous redemptions from investments 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.
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. Therefore, no
federal income or excise tax provision is 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.
Accounting for Uncertainty in Income Taxes set forth a minimum
threshold for financial statement recognition of the benefit of a tax
position taken or expected to be taken in a tax return. The Company
has analyzed tax positions taken or expected to be taken in the course
of preparing the Company's tax return for all open tax years and has
concluded, as of September 30, 2009, no provision for income tax would
be required in the Company's financial statements. The Company is not
aware of any tax position for which it is reasonably possible that the
total amounts of unrecognized tax benefit would significantly change
in the next twelve months. The Company's federal and state income and
federal excise tax returns for tax years for which the applicable
statutes 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.
-11-
================================================================================
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2009 (UNAUDITED)
- --------------------------------------------------------------------------------
E. USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP
requires management of the Company to make estimates and assumptions
that affect the amounts reported in the financial statements and
accompanying notes. Changes in the economic environment, financial
markets, and any other parameters used in determining these estimates
could cause actual results to differ materially.
3. FAIR VALUE DISCLOSURES
In accordance with the authoritative guidance on fair value
measurements and disclosures under GAAP, the Company discloses the
fair value of its investments in a hierarchy that prioritizes the
inputs to valuation techniques used to measure the fair value. The
hierarchy gives the highest priority to valuations based upon
unadjusted quoted prices in active markets for identical assets or
liabilities (level 1 measurement) and the lowest priority to
valuations based upon unobservable inputs that are significant to the
valuation (level 3 measurement. The guidance establishes three levels
of fair value as listed below.
Level 1- Inputs that reflect unadjusted quoted prices in active
markets for identical assets or liabilities that the Company has the
ability to access at the measurement date;
Level 2- Inputs other than quoted prices that are observable for the
asset or liability either directly or indirectly, including inputs in
markets that are not considered to be active;
Level 3- Inputs that are unobservable.
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 determining the fair
value of the asset, using the 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.
Effective January 1, 2009, the Company adopted the authoritative
guidance under GAAP on determining fair value when the volume and
level of activity for the asset or liability have significantly
decreased and identifying transactions that are not orderly.
Accordingly, if the Company determines that either the volume and/or
level of activity for an asset or liability has significantly
decreased (from normal conditions for that asset or liability) or
price quotations or observable inputs are not associated with orderly
transactions, increased analysis and management judgment will be
required to estimate fair value. Valuation techniques such as an
income approach might be appropriate to supplement or replace a market
approach in those circumstances.
-12-
================================================================================
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2009 (UNAUDITED)
- --------------------------------------------------------------------------------
The guidance also provides a list of factors to determine whether
there has been a significant decrease in relation to normal market
activity. Regardless, however, of the valuation technique and inputs
used, the objective for the fair value measurement in those
circumstances is unchanged from what it would be if markets were
operating at normal activity levels and/or transactions were orderly;
that is, to determine the current exit price.
A financial instrument's level within the fair value hierarchy is
based upon the lowest level of any input that is significant to the
fair value measurement. However, the determination of what constitutes
"observable" requires significant judgment by the Adviser. The Adviser
considers observable data to be market data which is readily
available, regularly distributed or updated, reliable and verifiable,
not proprietary, and provided by independent sources that are actively
involved in the relevant market. 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,
2009, in valuing the Company's assets and liabilities carried at fair
value:
Level 2 Level 3
Level 1 Other Significant Significant Value at
Investment in Investment Funds Quoted Prices Observable Inputs Unobservable Inputs September 30, 2009
Directional Equity - - 56,098,815 56,098,815
Directional Macro - - 28,023,275 28,023,275
Relative Value - - 282,041,657 282,041,657
Event Driven - - 141,664,381 141,664,381
------------- ----------------- ------------------- ------------------
Total Investment in Investment Funds - - 507,828,128 507,828,128
============= ================= =================== ==================
-13-
================================================================================
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2009 (UNAUDITED)
- --------------------------------------------------------------------------------
A roll forward of fair value measurements using significant
unobservable inputs (Level 3) for the six months ended September 30,
2009, was as follows:
Beginning Total Total Transfers Ending
Balance Net Purchases Realized Change in in\out of Balance
Investment in Investment Funds March 31, 2009 and Sales Loss Unrealized Level 3 September 30, 2009
Directional Equity 91,241,879 (29,835,711) - (5,307,353) - 56,098,815
Directional Macro 11,588,192 15,308,369 - 1,126,714 - 28,023,275
Relative Value 253,673,730 (30,514,481) 1,968,807 56,913,601 - 282,041,657
Event Driven 130,143,879 188,206 (7,924,477) 19,256,773 - 141,664,381
---------------- -------------- ------------ ------------- --------- ------------------
Total Investment in Investment Funds 486,647,680 (44,853,617) (5,955,670) 71,989,735 - 507,828,128
================ ============== ============ ============= ========= ==================
All net unrealized gains/(losses) in the table above are reflected in
the accompanying Statement of Operations.
4. 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 of 0.125% (1.5% annually) based on
end of month Shareholder's capital.
Placement agents may be retained by the Company to assist in the
placement of the Company's Shares. A placement agent will generally be
entitled to receive a fee from each Shareholder 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. ("CGMI"), an affiliate of CAI serves as
a placement agent of the Company's shares (and CAI and CGMI are
affiliates of Morgan Stanley Smith Barney LLC, with whom CGMI has
entered into a sub-placement agency agreement with respect to the
Company). For the six months ended September 30, 2009, the Company
paid $497,597 in placement fees to CGMI on the Company's Shares. Such
fees are deducted from a Shareholder's gross contribution amount.
-14-
================================================================================
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2009 (UNAUDITED)
- --------------------------------------------------------------------------------
The Company has entered into agreements with third parties to act as
additional placement agents for the Company's Shares. Placement fees
may range from 0 to 3%. In addition to the placement fee paid by
Shareholders, the Adviser and/or its affiliates will pay placement
agents an annual fee. The annual fee is paid from the Adviser's own
resources (or those of its affiliates).
CAI and PNC Global Investment Servicing Inc. ("PNCGIS"), an
independent third party and wholly-owned subsidiary of The PNC
Financial Services Group, have separate agreements with the Company
and act as co-administrators to the Company. CAI, as co-administrator,
receives no fees for providing administrative services to the Company.
PNCGIS provides certain accounting, recordkeeping, tax and investor
related services. PNCGIS charges fees for their services based on a
rate applied to the average net assets and are charged directly to the
Company.
Effective January 1, 2008, each Director ("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 meeting fee of
$1,000 and a telephone meeting fee of $500. The Chairman of the Audit
Committee (the "Chairman") 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, 2009 were $39,000.
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, 2009 were
$10,001.
5. SECURITIES TRANSACTIONS
The following table lists the aggregate purchases and proceeds from
sales of Investment Funds for the six months ended September 30, 2009,
net unrealized appreciation, gross unrealized appreciation, and gross
unrealized depreciation from inception to September 30, 2009.
Cost of purchases $ 137,998,479
================
Proceeds from sales $ 182,852,096
================
Gross unrealized appreciation $ 150,731,621
Gross unrealized depreciation 70,951,614
----------------
Net unrealized appreciation $ 79,780,007
================
-15-
================================================================================
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2009 (UNAUDITED)
- --------------------------------------------------------------------------------
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 the Company to accept or reject any initial and
additional subscriptions for Shares in the Company. The Board 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 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, 2009 and the year ended March 31, 2009:
September 30, 2009 March 31, 2009
------------------ --------------
Shares outstanding, beginning of year 512,570.369 469,978.204
Shares purchased 44,935.771 217,973.542
Shares issued for reinvestment of distributions - 15,907.561
Shares redeemed (76,842.153) (191,288.938)
------------ ------------
Shares outstanding, end of period 480,663.987 512,570.369
============ ============
7. 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 its'
investment in the respective Investment Funds.
8. REDEMPTION PENALTY
During the six months ended September 30, 2009, the Company paid
redemption penalties totaling $288,132. The redemption penalties were
charged to the Company for redeeming its interests of certain
Investment Funds prior to the expiration of applicable lock-up
periods. The payment of these penalties released the Company from any
further liability for its investments in the applicable Investment
Funds and is recorded as an operating expense in the Statement of
Operations.
-16-
================================================================================
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2009 (UNAUDITED)
- --------------------------------------------------------------------------------
9. SUBSEQUENT EVENTS
Management has evaluated the impact of all subsequent events on the
Company through November 30, 2009, the date the financial statements
were issued, and has determined that there were no subsequent events
requiring recognition or disclosure in the financial statements.
-17-
================================================================================
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2009 (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.
-18-
================================================================================
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2009 (UNAUDITED)
- --------------------------------------------------------------------------------
INDEPENDENT DIRECTORS
(INFORMATION UNAUDITED)
TERM OF
POSITION(S) OFFICE* AND PRINCIPAL NUMBER OF PORTFOLIOS OTHER
NAME HELD WITH LENGTH OF TIME OCCUPATION(S) DURING IN FUND COMPLEX DIRECTORSHIPS
AND AGE THE COMPANY SERVED PAST 5 YEARS OVERSEEN BY DIRECTOR HELD BY DIRECTOR
- ------------------- ------------------- -------------- -------------------- --------------------- -------------------
Charles Hurty Director November 2002 Business Consultant One Promark Global
(born 1943) to present since October 2001; Advisors; CS
prior thereto, Alternative
partner with Capital
accounting firm of Registered Funds
KPMG LLP. (6 portfolios);
iShares Trust and
iShares, Inc.
(177 portfolios)
Steven Krull Director November 2002 Professor of Finance One Cadogan
(born 1957) to present at Hofstra Opportunistic
University; Business Alternatives
Consultant. Fund, LLC
Josh Weinreich Director December 2006 Retired since One Smart Pros Inc.
(born 1960) to present 2004. 1985 to 2004 (a distance
(served as an held various learning company
Advisory executive positions that provides
Director (1) at Bankers content for
from January Trust/Deutsche Bank. continuing
2006 to education);
November 2006) Endowment Hedge
Fund Subcommittee of
Cornell University
<FN>
(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 officer is indefinite.
</FN>
-19-
================================================================================
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2009 (UNAUDITED)
- --------------------------------------------------------------------------------
INTERESTED DIRECTORS
(INFORMATION UNAUDITED)
TERM OF
POSITION(S) OFFICE* AND PRINCIPAL NUMBER OF PORTFOLIOS OTHER
NAME HELD WITH LENGTH OF TIME OCCUPATION(S) DURING IN FUND COMPLEX DIRECTORSHIPS
AND AGE THE COMPANY SERVED PAST 5 YEARS OVERSEEN BY DIRECTOR HELD BY DIRECTOR
- ------------------- ------------------- -------------- -------------------- --------------------- -------------------
Raymond Nolte President and September 2005 CEO, Fund of Hedge One None
(born 1961) Director (Chair) to present Funds 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).
<FN>
* Term of office of each officer is indefinite.
</FN>
-20-
================================================================================
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2009 (UNAUDITED)
- --------------------------------------------------------------------------------
OFFICERS
(INFORMATION UNAUDITED)
POSITION(S) TERM OF OFFICE*
NAME HELD 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 Director" above.
(born 1961) Director present
Christopher Hutt Vice President June 2009 to present Director, Citigroup Alternative
(born 1970) Investments LLC (January 2008-present);
Vice President, Citigroup Alternative
Investments LLC (2004-2008)
Trudi Gilligan Chief December 2004 to present Director and Associate General Counsel,
(born 1967) Compliance Citigroup Alternative Investments LLC
Officer (since 2004); Vice President and Associate
General Counsel, Citigroup Alternative
Investments LLC (2000-2004); Associate,
law firm of Battle Fowler LLP. (1996-2000)
Amy M. Olsen Treasurer, December 2007 to Senior Vice President, Citigroup
(born 1975) Principal present Alternative Investments LLC (2005-present)
Financial Associate, Amaranth Advisors LLC (2004)
Officer Assistant Vice President, Citigroup
Alternative Investments LLC (2001-2004)
Brahm Pillai Secretary June 2009 to present Vice President, Citigroup Alternative
(born 1979) Investments LLC (Jan. 2009-present);
Assistant Vice President (2007-Jan.
2009)
Associate, Citigroup Alternative
Investments LLC (2005-2006)
<FN>
* Term of office of each officer is indefinite.
</FN>
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.
-21-
================================================================================
CITIGROUP ALTERNATIVE INVESTMENTS
MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2009 (UNAUDITED)
- --------------------------------------------------------------------------------
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, 2009, 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.
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, 2009, 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.
-22-
================================================================================
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 December 7, 2009
----------------------------------------------------------------------------
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 December 7, 2009
----------------------------------------------------------------------------
By (Signature and Title)* /s/ Amy M. Olsen
-------------------------------------------------------
Amy M. Olsen, Treasurer
(principal financial officer)
Date December 7, 2009
----------------------------------------------------------------------------
* Print the name and title of each signing officer under his or her signature.