WELLS FARGO MULTI-STRATEGY 100 MASTERASGI MESIROW INSIGHT FUND I, LLC (A Delaware Limited Liability Company) AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of May 15April 1, 20082012Limited Liability Company Agreement • October 13th, 2011 • Wells Fargo Multi-Strategy 100 Tei Fund A, LLC • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ASGI Mesirow Insight Fund, LLC, formerly known as Wells Fargo Multi-Strategy 100 Master Fund I, LLC (the “Fund”) is dated as of May 15, 2008April 1, 2012 by and among Daniel J. Rauchle, as the initial Manager, Wells Fargo Alternative Asset Management, LLC, as the initial Memberthe Board of Managers and the Members, and those Persons hereinafter admitted as Members.
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • May 26th, 2010 • Wells Fargo Multi-Strategy 100 Tei Fund A, LLC • Delaware
This PLACEMENT AGENT AGREEMENT dated as of June 1, 2010 by and among Wells Fargo Advisors, LLC, a Delaware limited liability company registered with the Securities and Exchange Commission as a broker-dealer (“Placement Agent”), Wells Fargo Multi-Strategy 100 Fund A, LLC (“Taxable Investor Fund”) and Wells Fargo Multi-Strategy 100 TEI Fund A, LLC (“TEI Fund”), each a Delaware limited liability company (each a “Company” and, collectively, the “Companies”). Each capitalized term that is not otherwise defined in this Agreement has the meaning assigned to it in the Private Placement Memorandum (as it may from time to time be amended, the “Memorandum”) of the Companies.
ASGI MESIROW INSIGHT FUND, LLC ADVISORY AGREEMENTAdvisory Agreement • October 13th, 2011 • Wells Fargo Multi-Strategy 100 Tei Fund A, LLC • Delaware
THIS ADVISORY AGREEMENT is made as of the __ day of ________, 2011, between Alternative Strategies Group, Inc. (the "Adviser") and ASGI Mesirow Insight Fund, LLC (formerly, Wells Fargo Multi-Strategy 100 Master Fund, LLC) (the "Fund"), a limited liability company organized under the laws of the State of Delaware.
WHOLESALING AND PLACEMENT AGENT AGREEMENTWholesaling and Placement Agent Agreement • January 10th, 2012 • ASGI Mesirow Insight TEI Fund A, LLC • California
ADMINISTRATION, ACCOUNTING AND INVESTOR SERVICES AGREEMENTAdministration, Accounting and Investor Services Agreement • May 26th, 2010 • Wells Fargo Multi-Strategy 100 Tei Fund A, LLC
THIS AGREEMENT is made as of [_______], 2010 by and between WELLS FARGO MULTI-STRATEGY 100 TEI FUND A, LLC, a Delaware limited liability company (the "Fund"), and PNC GLOBAL INVESTMENT SERVICING (U.S.) INC. (f/k/a PFPC INC.), a Massachusetts corporation ("PNC"). Capitalized terms not otherwise defined shall have the meanings set forth in Appendix A.
ASGI MESIROW INSIGHT TEI FUND A, LLC INVESTOR SERVICES AGREEMENTInvestor Services Agreement • January 10th, 2012 • ASGI Mesirow Insight TEI Fund A, LLC • Delaware
AGREEMENT effective this 1st day of December, 2011 by and between ASGI Mesirow Insight TEI Fund A, LLC, a Delaware limited liability company (the "Fund"), and Alternative Strategies Group, Inc., a North Carolina corporation (the "Servicing Agent").
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • October 13th, 2011 • Wells Fargo Multi-Strategy 100 Tei Fund A, LLC • New York
THIS SUB-ADVISORY AGREEMENT is made as of the __ day of ________, 2011, by and among Alternative Strategies Group, Inc. (the "Adviser"), the adviser to ASGI Mesirow Insight Fund, LLC (formerly Wells Fargo Multi-Strategy 100 Master Fund, LLC) (the "Fund"), a limited liability company organized under the laws of the State of Delaware, the Fund, and Mesirow Advanced Strategies, Inc. (the "Sub-adviser").
AGREEMENT AND PLAN OF REORGANIZATIONReorganization Agreement • October 13th, 2011 • Wells Fargo Multi-Strategy 100 Tei Fund A, LLC • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (this “Plan”) entered into as of , 2011 by and among: Wells Fargo Multi-Strategy 100 Master Fund I, LLC (“Master Fund”), Wells Fargo Multi-Strategy 100 Fund I, LLC (“100 Fund I”), Wells Fargo Multi-Strategy 100 TEI Fund I, LLC (“100 TEI Fund I”), Wells Fargo Multi-Strategy 100 TEI Fund I, LDC (“100 Offshore Fund I”), Wells Fargo Multi-Strategy 100 Fund A, LLC (“100 Fund A”), Wells Fargo Multi-Strategy 100 TEI Fund A, LLC (“100 TEI Fund A”), and Wells Fargo Multi-Strategy 100 TEI Fund A, LDC (“100 Offshore Fund A”). 100 Fund I, 100 TEI Fund I, 100 Fund A and 100 TEI Fund A are sometimes referred to together as the “Registered Feeder Funds.” 100 Offshore Fund I and 100 Offshore Fund A are sometimes referred to together as the “Offshore Funds.” The Registered Feeder Funds and the Offshore Funds (and in some cases, the Master Fund) are sometimes referred to together as the “Funds,” and each is sometimes referred to as a “Fund.”
APPENDIX ACustodian Services Agreement • May 26th, 2010 • Wells Fargo Multi-Strategy 100 Tei Fund A, LLC
This Appendix A, amended and restated as of [______], 2010, is the Appendix A to that certain Custodian Services Agreement dated July 25, 2008 between PFPC Trust Company and each Fund listed below.
SERVICES AGREEMENT by and among ALTERNATIVE STRATEGIES GROUP, INC., ASGI MESIROW INSIGHT TEI FUND A, LLC ASGI MESIROW INSIGHT FUND A, LLC ASGI MESIROW INSIGHT TEI FUND I, LLC ASGI MESIROW INSIGHT FUND I, LLCServices Agreement • January 10th, 2012 • ASGI Mesirow Insight TEI Fund A, LLC • Delaware
SERVICES AGREEMENT, effective as of the 1st day of December, 2011, by and among ALTERNATIVE STRATEGIES GROUP, INC., a North Carolina corporation (“ASGI”), ASGI MESIROW INSIGHT TEI FUND I, LLC (“TEI Fund I”), ASGI MESIROW INSIGHT FUND I, LLC (“Taxable Investor Fund I”), ASGI MESIROW INSIGHT TEI FUND A, LLC (“TEI Fund A”) and ASGI MESIROW INSIGHT FUND A, LLC (“Taxable Investor Fund A” and, each a “Fund” or, collectively the “Funds”), each a Delaware limited liability company.
SERVICES AGREEMENT by and among WELLS FARGO ALTERNATIVE ASSET MANAGEMENT LLC, WELLS FARGO MULTI-STRATEGY 100 FUND A, LLC and WELLS FARGO MULTI-STRATEGY 100 TEI FUND A, LLCServices Agreement • May 26th, 2010 • Wells Fargo Multi-Strategy 100 Tei Fund A, LLC • California
SERVICES AGREEMENT, made as of the 25th day of May, 2010, by and among WELLS FARGO ALTERNATIVE ASSET MANAGEMENT, LLC, a Delaware limited liability company (“WFAAM”), WELLS FARGO MULTI-STRATEGY 100 TEI FUND A, LLC (“TEI Fund”), and WELLS FARGO MULTI-STRATEGY 100 FUND A, LLC (“Taxable Investor Fund,” and, each a “Fund” or, together “Funds”), each a Delaware limited liability company.
WELLS FARGO MULTI-STRATEGY 100 TEI FUND A, LLC AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • January 10th, 2012 • ASGI Mesirow Insight TEI Fund A, LLC
WELLS FARGO ALTERNATIVE ASSET MANAGEMENT, LLC MAC A0119-291 San Francisco, CA 94105Expense Limitation Agreement • May 26th, 2010 • Wells Fargo Multi-Strategy 100 Tei Fund A, LLC
With reference to the Services Agreement dated as of June 1, 2010 by and among Wells Fargo Alternative Asset Management LLC (the “Advisor”), Wells Fargo Multi-Strategy 100 TEI Fund A, LLC (the “Fund”) and Wells Fargo Multi-Strategy 100 Fund A, LLC, and the Investor Services Agreement dated as of June 1, 2010, between the Advisor and the Fund, we hereby agree as follows:
ALTERNATIVE STRATEGIES GROUP, INC. MAC D1050-052 Charlotte, NC 28202Expense Limitation Agreement • January 10th, 2012 • ASGI Mesirow Insight TEI Fund A, LLC
With reference to (i) a letter agreement (the “WFAAM Expense Limitation Agreement”) dated May 25, 2010 between Wells Fargo Alternative Asset Management, LLC (“WFAAM”) and ASGI Mesirow Insight TEI Fund A, LLC (f/k/a Wells Fargo Multi-Strategy 100 TEI Fund A, LLC) (the “Fund”) and (ii) the Services Agreement dated as of December 1, 2011 by and among Alternative Strategies Group, Inc. (the “Advisor”), the Fund and ASGI Mesirow Insight Fund A, LLC (f/k/a Wells Fargo Multi-Strategy 100 Fund A, LLC), and the Investor Services Agreement dated as of December 1, 2011, between the Advisor and the Fund, we hereby agree as follows:
