--------------------------------------------------------------------------- SKYBRIDGE MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC --------------------------------------------------------------------------- PROSPECTUS July 31, 2014 -------------------------------------- SkyBridge Capital II, LLC Investment Adviser ------------------------------------------------------------------------- 527 Madison Avenue, 16th Floor New York, New York 10022 (212) 485-3100 SkyBridge Multi-Adviser Hedge Fund Portfolios LLC (the “Company”) is a limited liability company registered under the Investment Company Act of 1940, as amended, as a closed-end, non-diversified management investment company. The investment objective of the Company’s Multi-Strategy Series G (“Series G”) is to seek capital appreciation. The Company seeks to implement its objectives principally through investing in investment funds managed by third-party investment managers that employ a variety of alternative investment strategies. See the discussion of risks under the headings “Types of Investments and Related Risks” and “Other Risks”. This prospectus (“Prospectus”) applies to the offering of shares of limited liability company interests in the Company (“Shares”). The Company registered $4,309,000,000 in Shares for sale under the registration statement to which this Prospectus relates. The Company previously registered additional Shares under earlier registration statements. Neither the Securities and Exchange Commission (the “SEC”), the Commodity Futures Trading Commission (the “CFTC”) nor any other U.S. federal or state governmental agency or regulatory authority has approved or disapproved the merits of an investment in these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense. The Shares are not deposits in, obligations of, or guaranteed by any bank, are not government guaranteed or insured, and are subject to investment risks, including the possible loss of the principal amount invested. This Prospectus sets forth concisely information about the Company that a prospective investor should know before investing, and should be retained for future reference. It includes the information required to be included in a prospectus and statement of additional information. Additional information about the Company has been filed with the SEC and is available either on the SEC’s website at www.sec.gov or upon request and without charge. NYDOCS01/1374742.3 1 TOTAL OFFERING Proceeds to the Price to Public (1) Sales Load (2) Company (3) Per Share $1,030 $30 $1,000 Total $4,000,083,611 $116,507,290 $3,883,576,321 (1) Shares are offered at a price equal to the net asset value per Share (which ranged from $1,000.00 to $1,327.46 between January 1, 2003 (commencement of operations) and June 30, 2014 plus any applicable sales load, as described herein. (2) Assumes sales loads of 3.0%. (Investments generally are subject to a sales load of up to 3.0%, subject to waiver. Certain types of investors will not be charged these fees. See “Subscriptions for Shares.”) (3) These estimated proceeds assume the sale of all Shares registered under this offering and do not reflect the deduction of expenses expected to be incurred by the Company in connection with this offering of approximately $865,000 anticipated through April 30, 2015. Shares will be sold only to investors qualifying as “Eligible Investors” as described in this Prospectus. One or more Placement Agents, who may be affiliated with the Adviser, may be appointed from time to time and will serve in that capacity on a reasonable best efforts basis, subject to various conditions. Sales loads to compensate the Placement Agents are paid by the investor in addition to the investor’s subscription amount. Because retained by the Placement Agent, a sales load will not constitute a capital contribution made by the investor to the Company and will not be part of the assets of the Company. Hastings Capital Group, LLC, an affiliate of the Adviser, has been appointed to serve as the Company’s principal underwriter (the “Principal Underwriter”) with authority to sell Shares directly and to appoint third party placement agents (“Placement Agents”) to assist the Principal Underwriter in selling Shares on a reasonable best efforts basis. The offices of the Principal Underwriter are located at 527 Madison Avenue, 16th Floor, New York, New York 10022. The Principal Underwriter may, in those circumstances, retain all or part of the sales load itself. The Adviser pays the Principal Underwriter a monthly service fee for the sales and distribution of Shares, including the distribution of Shares through Placement Agents. The Adviser or its affiliates, including the Principal Underwriter, also may pay from their legitimate profits additional compensation to the Placement Agents in connection with placement of Shares or servicing of investors. The current (as of the date of this Prospectus) recipients of such payments are: Ameriprise Financial Services Inc. HighTower Securities, LLC Robert W. Baird & Co. Inc. CapFinancial Partners LLC Janney Montgomery Scott LLC Stuart Portfolio Consultants, LP Cary Street Partners LLC LPL Financial LLC SunTrust Bank Charles Schwab & Co., Inc. Merrill Lynch Pierce, Fenner & SunTrust Capital Markets, Inc. Smith Incorporated Citigroup Global Markets Inc. Morgan Stanley Smith Barney UBS Financial Services Inc. (“CGMI”) LLC (directly and/or through CGMI) D.A. Davidson & Co. NFP Securities, Inc. Wells Fargo Advisors Financial Network, LLC Harbor Investment Advisory, LLC Purshe Kaplan Sterling Wells Fargo Advisors, LLC Investments Hastings Capital Group, LLC Raymond James Financial William Blair & Company Services Placement Agents may be added or removed from time to time. As to each investor referred by a Placement Agent to date, such additional compensation approximates 0.85% of the value of the Shares held by the investor per annum (but in the aggregate across all investors will not exceed 1% of the Company’s net assets per annum). In some instances, these arrangements may result in receipt by the Placement Agents and their personnel (who themselves may receive all or a substantial part of the relevant payments) of compensation in excess of that which otherwise NYDOCS01/1374742.3 2 would have been paid in connection with their placement of shares of a different investment fund. A prospective investor with questions regarding these arrangements may obtain additional detail by contacting his or her Placement Agent directly. Prospective investors also should be aware that these payments could create incentives on the part of the Placement Agents to more positively consider the Company relative to investment funds not making payments of this nature or making smaller such payments. Investing in the Shares may be considered speculative and involves risk, including the risk of loss of the investment. See “Types of Investments and Related Risks” beginning on page 35.  The Shares are not expected to be listed on any securities exchange. We do not expect a secondary market for the Shares to develop. This will limit your ability to sell Shares outside of repurchases by the Company.  The Company intends to repurchase Shares from time to time, but only a limited number of Shares will be eligible for repurchase. Repurchases are subject to the payment terms described under the heading “Redemptions, Repurchases and Transfers of Shares” on page 82.  You should consider that you may not have access to the monies you invest for an extended period of time, so that an investment in the Company is not suitable if you need short-term liquidity for any monies invested.  Because Share repurchases are periodic, you may be unable to reduce your exposure during a market downturn. TO ALL INVESTORS This Prospectus will not constitute an offer to sell or the solicitation of an offer to buy nor will any sale of Shares be made in any jurisdiction in which the offer, solicitation or sale is not authorized or to any person to whom it is unlawful to make the offer, solicitation or sale. No person has been authorized to make any representations concerning the Company that are inconsistent with those contained in this Prospectus. Prospective investors should not rely on any information not contained in this Prospectus. Prospective investors should not construe the contents of this Prospectus as legal, tax or financial advice. Each prospective investor should consult his, her or its own professional advisers as to the legal, tax, financial or other matters relevant to the suitability of an investment in the Company for the investor. The Shares are subject to substantial restrictions on transferability and resale and may not be transferred or resold except as permitted under the Company’s Limited Liability Company Agreement. NYDOCS01/1374742.3 3 PRIVACY POLICY STATEMENT The Company and the Adviser (as defined below) collect non-public personal information about investors from information received on subscription documents and other forms and information required in connection with a subscription for Shares and information concerning Shareholders’ transactions with the Company. The Company and the Adviser will not disclose any non-public personal information relating to current or former investors except in connection with the administration, processing and servicing of repurchases and subscriptions or to the Company’s Administrators (as defined below), accountants and attorneys, in each such case subject to customary undertakings of confidentiality. The Company and the Adviser restrict access to non-public personal information relating to investors to personnel of the Company and the Adviser and other personnel who need to know that information in connection with the operation of the Company. The Company maintains physical, electronic and procedural controls in keeping with U.S. federal standards to safeguard the Company’s non-public personal information relating to investors. NYDOCS01/1374742.3 4 TABLE OF CONTENTS Page OFFERING SYNOPSIS 6  FINANCIAL HIGHLIGHTS 23  THE COMPANY 25  USE OF PROCEEDS 25  STRUCTURE 25  INVESTMENT PROGRAM 26  TYPES OF INVESTMENTS AND RELATED RISKS 33  OTHER RISKS 50  LIMITS OF RISK DISCLOSURES 55  INVESTMENT POLICIES AND RESTRICTIONS 55  MANAGEMENT OF THE COMPANY 56  INDEPENDENT DIRECTORS 58  INTERESTED DIRECTORS 58  OFFICERS 60  THE ADVISER 64  THE PORTFOLIO MANAGERS 65  INVESTMENT ADVISORY AGREEMENT 66  VOTING 67  INVESTMENT MANAGERS TO THE INVESTMENT FUNDS 67  OTHER MATTERS 67  BROKERAGE 68  ADMINISTRATORS 69  CUSTODIAN AND ESCROW AGENT 70  COMPANY EXPENSES 71  MANAGEMENT FEE 72  DISTRIBUTION POLICY 73  NET ASSET VALUATION 73  CONFLICTS OF INTEREST 76  DISCLOSURE OF PORTFOLIO HOLDINGS 78  SUBSCRIPTIONS FOR SHARES 78  REDEMPTIONS, REPURCHASES AND TRANSFERS OF SHARES 80  TAX ASPECTS GENERALLY 84  ERISA CONSIDERATIONS 90  ADDITIONAL INFORMATION REGARDING THE LIMITED LIABILITY COMPANY AGREEMENT 91  REPORTS TO SHAREHOLDERS 91  ADVERTISING AND SALES MATERIAL 92  TERM, DISSOLUTION AND LIQUIDATION 92  FISCAL YEAR 92  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND LEGAL COUNSEL 92  INQUIRIES AND FINANCIAL INFORMATION 93  APPENDIX A INVESTOR QUALIFICATIONS AND REPRESENTATIONS 94  NYDOCS01/1374742.3 5 OFFERING SYNOPSIS In making an investment decision, an investor must rely upon his, her or its own examination of the Company and the terms of the offering, including the merits and risks involved, of acquiring Shares. This is only a synopsis of information to consider before investing. More detailed information follows in the body of this Prospectus. THE COMPANY SkyBridge Multi-Adviser Hedge Fund Portfolios LLC (the “Company”) is a limited liability company organized under the laws of the State of Delaware and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified management investment company. Like an unregistered private investment fund, the Company will offer and sell shares of limited liability company interests in the Company (the “Shares”) in large minimum denominations to high net worth individual and institutional investors and will restrict transferability of the Shares. As of the date of this Prospectus, the Board of Directors (as defined below) has established a single Series of Shares designated as “Multi-Strategy Series G” or “Series G” (the “Series”). This Prospectus relates to the offer and sale of Shares of Multi-Strategy Series G and generally refers to the Company and Multi-Strategy Series G interchangeably. The assets of the Company will be actively managed and an investment in the Company will be subject to an asset-based fee payable to SkyBridge Capital II, LLC, the investment adviser to the Company (in such capacity, the “Adviser”). Unlike many private investment funds, the Company has registered as an investment company under the 1940 Act and has registered its Shares under the Securities Act of 1933, as amended (the “1933 Act”), so as to be able to offer the Shares without limiting the number of Eligible Investors (as defined below) who may participate in its investment program. Investors who purchase Shares in the offering, and other persons who acquire Shares and are admitted as members of the Company by its Board of Directors, will become members of the Company (“Shareholders”). INVESTMENT OBJECTIVE AND The investment objective of the Company is to seek capital INVESTMENT PROGRAM appreciation, and is classified as a “fundamental policy” meaning it can only be changed by a vote of a majority of the Company’s outstanding voting securities. No assurance can be given, however, that this investment objective will be achieved. In addition, no assurance can be given that the Company will not lose money. The Company seeks to implement its objectives 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 leveraged or short-sale positions to take advantage of perceived inefficiencies across the global capital markets and are referred to as “alternative” strategies in contrast to the long-only, limited-leverage investment programs of conventional registered investment companies such as mutual funds. Because Investment Funds following alternative investment strategies (whether hedged or not) are often described as NYDOCS01/1374742.3 6 “hedge funds,” the investment program of the Company can be referred to as a fund of hedge funds. The Adviser seeks to employ a combination of a “top-down” and a “bottom-up” investment approach, with the goal of identifying attractive Investment Funds that fit into one or more investment “themes” identified by the Adviser. The Adviser considers a theme to be a market or economic development believed by the Adviser as likely to drive profits, typically because the Adviser believes that the impact of the chosen theme on the pricing of particular market instruments or segments is not fully appreciated. For example, if the Adviser has a view on levels of future market volatility, the Adviser might seek to invest in Investment Funds believed to benefit from the expected volatility environment while reducing exposure to those believed to be less well placed. As another example, if the Adviser believes that credit “spreads” (referring to differences in interest rates between Treasury securities and non- Treasury securities) are poised to rise or fall, the Adviser might seek to invest in underlying Investment Funds exposed to instruments believed to be sensitive to those spread movements. This opportunistic, theme-based approach will establish the focus of the Fund’s investments, which is expected to change over time based on the Adviser’s research and market sentiment. Through the selection and monitoring of Investment Funds, the Company seeks to achieve capital appreciation that is not disproportionately influenced by the performance of any single Investment Fund. In addition, through constructing a portfolio that is comprised of a number of Investment Funds, the Adviser seeks to achieve the desired returns with lower volatility than likely would be achieved by investing with a single Investment Fund. In this regard, although the Company is a “non-diversified” investment company within the meaning of the 1940 Act, the Adviser typically will limit exposure to any investment “strategy” to less than 40% of the Company’s net assets (measured over time and subject to underlying Investment Fund liquidity constraints) and investments in any one Investment Fund to less than 20% of the Company’s net assets (measured at the time of purchase). The Company may seek to gain investment exposure to certain Investment Funds or Investment Managers which may enter into derivative transactions, such as total return swaps, options and futures. This Prospectus contains extensive disclosures relating to the risks and opportunities presented by various types of derivative instruments, consisting of futures, swaps, and options. While these instruments can be significant components of the investment programs of the Investment Funds in which the Company invests, it is presently contemplated that the Company will not enter directly into derivatives transactions. See “Types of Investments and Related Risks— Investment Related Risks—Risks of Securities Activities—Swap Agreements.” The Adviser is responsible for the allocation of assets of the Company to various Investment Funds, subject to policies adopted by the Board of Directors. These Investment Funds (primarily unregistered investment funds, and to a limited extent, registered investment companies) are expected to have investors other than the Company. NYDOCS01/1374742.3 7 The Adviser allocates the assets of the Company among the Investment Funds that, in its view, represent attractive investment opportunities. In seeking to achieve its stated objectives, the Adviser will consider rebalancing the portfolio of the Company periodically to maintain what it considers to be the appropriate mix of trading styles and investment strategies given its prevailing market views. The Adviser and its personnel use a wide range of resources, including its well-established alternative investments network, to identify attractive Investment Funds and promising investment strategies for consideration. The Adviser’s investment selection process involves a combination of fundamental, “top-down” and “bottom-up” analysis that takes into account the broad risk/return features of the universe of alternative strategy types and attempts to group potential Investment Managers in logical categories or broad strategy groups. Subject to the theme- focused approach described above, the asset allocation process then starts with an initial allocation across the broad strategy groupings, followed by a sub-allocation to individual strategies, and concludes with an allocation to individual Investment Funds within each selected strategy. The Adviser structures allocations to individual strategies and to individual Investment Funds with the objective of achieving the desired absolute return target, while attempting to limit potential losses. The Adviser’s personnel have experience and expertise with alternative investment strategies and investment managers and have evaluated numerous investment funds representing many categories of alternative investments utilizing various investment strategies. They also have experience in directly managing alternative investment strategies. The Adviser believes that this combination of evaluation expertise and direct investment experience enables it to understand the opportunities and risks associated with investing in Investment Funds. Investment Funds in which the Company invests are not subject to the Company’s investment restrictions and, unless registered under the 1940 Act, are generally not subject to any investment limitations under the 1940 Act. The Company may invest temporarily directly in high quality fixed income securities and money market instruments or may hold cash or cash equivalents pending the investment of assets in Investment Funds or to maintain the liquidity necessary to effect repurchases of Shares or for other purposes. Although the Company has invested only in unregistered Investment Funds as of the date of this Prospectus, it also may invest in registered closed-end funds. RISK FACTORS The Investment Program Is Speculative and Entails Substantial Risks. All securities investing and trading activities risk the loss of capital. No assurance can be given that the stated investment objective or return/volatility targets will be achieved. Performance will depend upon the performance of the Investment Funds and the Adviser’s ability to effectively select Investment Funds and allocate and reallocate assets among them. Each Investment Fund’s use of leverage, short sales and derivative transactions, in certain circumstances, can result in significant losses. Because the Company is a non-diversified investment company, the percentage limitations imposed by the 1940 Act on the portion of assets that may be invested NYDOCS01/1374742.3 8 in the securities of any one issuer do not apply. The Adviser also employs an opportunistic, theme-focused investment program under which, at times, a substantial majority of the Company’s assets will be exposed to one or a limited number of investment themes. As a result, the investment portfolio of the Company may be subject to greater risk and volatility than if the portfolio were invested in the securities of a broader range of issuers or based on a broader range of investment ideas or themes. There Are Risks Associated with the Composition of the Company’s Investor Base. The Company’s Shareholders are generally invested in the Company through relationships with third-party Placement Agents. These Placement Agents often recommend or have authority to make subscription or redemption decisions on behalf of Shareholders. As a result, when only a limited number of Placement Agents represents a large percentage of the Company’s Shareholders (as is currently the case), the Company’s Shareholders may be concentrated among a small number of Placement Agents and actions recommended by Placement Agents may result in significant and potentially undesirable volatility in terms of Shareholder subscription or redemption activity. For the same reason, it is possible that Shareholders represented by a single Placement Agent may vote substantially as a block if a matter is put to a vote of the Shareholders by the Company’s Directors. The Investment Program Is Not Suitable for All Investors. Prospective investors in the Company should review carefully the discussion under the captions “Types of Investments and Related Risks” and “Other Risks” for specific risks associated with the Investment Managers’ styles of investing. An investment in the Company should only be made by investors who understand the nature of the investment, do not require more than limited liquidity in the investment and have sufficient capital to sustain the loss of their entire investment. Investment Funds Pursue Various Investment Strategies. The underlying Investment Funds may invest and trade in a wide range of instruments and markets and may pursue various investment strategies. The Investment Funds may invest and trade in equity and debt securities (including initial public offerings), and may also invest and trade in equity-related instruments, currencies, financial futures and debt-related instruments. Some of these securities or other instruments may be restricted or illiquid so that it may not be possible to sell them at the most opportune times or at prices approximating the value at which they were purchased. In addition, the Investment Funds may sell securities short and use a wide range of other investment techniques. The Investment Funds generally are not limited in the markets, either by location or type, such as large capitalization, small capitalization or non-U.S. markets, in which they invest, or the investment discipline that their Investment Managers may employ, such as value or growth or bottom-up or top-down analysis. Special risks apply to investing in both non-U.S. and smaller capitalization issuers. The Investment Funds may use various investment techniques for hedging and non-hedging purposes. An Investment Fund may, for example, sell securities short and purchase and sell options and futures contracts and engage in other derivative transactions, subject to certain limitations described elsewhere in this Prospectus. The use of these techniques may be an integral part of an Investment Fund’s investment NYDOCS01/1374742.3 9 strategy and may involve certain risks. The Investment Funds may use leverage, which also entails risk. See “Types of Investments and Related Risks.” The Investment Funds or the Company May Use Leverage. Some or all of the Investment Funds may make margin purchases of securities and, in connection with these purchases, borrow money from brokers and banks (i.e., through credit facilities, lines of credit, or other margin or borrowing arrangements) for investment purposes. Use of leverage in this manner is speculative and involves certain risks. The Company may borrow money in connection with investment activities, for cash management purposes, to fund the repurchase of Shares or for temporary or emergency purposes. In general, the use of leverage by Investment Funds or the Company will increase the volatility of returns. There Are Special Tax Risks. Special tax risks are associated with an investment in the Company. The Company has elected to, and intends to meet the requirements necessary to, qualify as a “regulated investment company” or “RIC” under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As such, the Company must satisfy, among other requirements, certain ongoing asset diversification, source-of-income and annual distribution requirements imposed by Subchapter M. Each of these ongoing requirements for qualification for the favorable tax treatment for RICs require that the Company obtain information from the Investment Funds in which the Company is invested. To facilitate the information-gathering process and compliance with certain asset diversification requirements, the Company retains an independent third-party service provider to mediate, in certain respects, the interaction with the Investment Funds. The primary roles of the third- party service provider are to collect and aggregate information with respect to the Investment Funds’ holdings and to test the Company’s compliance with certain asset diversification requirements each quarter. The Adviser also has established internal policies and procedures for monitoring the compliance process, but nonetheless relies in substantial part on the service provider. If before the end of any quarter of its taxable year, the Company believes that it may fail the Subchapter M asset diversification requirement, the Company may seek to take certain actions to avert such a failure. The Company may try to acquire additional interests in Investment Funds to bring itself into compliance with the Subchapter M asset diversification test. However, the action frequently taken by regulated investment companies to avert such a failure, the disposition of non-diversified assets, may be difficult for the Company to pursue because the Company may effect withdrawals from an Investment Fund only at certain times specified by the governing documents of the particular fund. While relevant provisions also afford the Company a 30-day period after the end of the relevant quarter in which to cure a diversification failure by disposing of non-diversified assets, the constraints on the Company’s ability to effect a withdrawal from an Investment Fund referred to above may limit utilization of this cure period. Legislation enacted in 2010 added two additional ways in which the Company may cure a diversification failure. In the event of a diversification failure, in general, the NYDOCS01/1374742.3 10