ASGI AURORA OPPORTUNITIES FUND, LLC (A Delaware Limited Liability Company) AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of January 1, 2013Limited Liability Company Agreement • June 7th, 2013 • ASGI Aurora Opportunities Fund, LLC • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ASGI Aurora Opportunities Fund, LLC (the “Fund”) is dated as of January 1, 2013 by and among the Board of Managers and the Members, and those Persons hereinafter admitted as Members.
ASGI AURORA OPPORTUNITIES FUND FORM OF REVISED ADVISORY AGREEMENT SHOWING EFFECTS OF AMENDMENT NO. 1 TO ADVISORY AGREEMENTAdvisory Agreement • July 25th, 2012 • ASGI Aurora Opportunities Fund, LLC • Delaware
Advisory Agreement dated December 10, 2010, betweeneffective as of the later of (i) January 1, 2013 or (ii) the date as of which ASGI Aurora Opportunities Fund, a Delaware limited liability company (the “Fund”), elects to be treated as a corporation for federal income tax purposes, between the Fund and Alternative Strategies Group, Inc., a North Carolina corporation (the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:
FOREIGN CUSTODY MANAGER AGREEMENTForeign Custody Manager Agreement • January 9th, 2015 • GAI Aurora Opportunities Fund, LLC • New York
AGREEMENT made as of December 9, 2014 by and between each entity listed on Annex I attached hereto (each, a “Fund” and collectively, the “Funds”) and The Bank of New York Mellon (“BNYM”).
WELLS FARGO INVESTMENT INSTITUTE, INC.Expense Limitation Agreement • September 22nd, 2015 • GAI Aurora Opportunities Fund, LLC
With reference to (i) the Advisory Agreement dated as of December 10, 2010 by and between Wells Fargo Investment Institute, Inc. (formerly known as Alternative Strategies Group, Inc.) (the “Advisor”) and GAI Aurora Opportunities Fund, LLC (the “Fund”), and (ii) the Expense Limitation Agreements (collectively, the “Prior Expense Limitation Agreements”) dated as of December 10, 2010, September 21, 2011, February 1, 2013, October 1, 2013 and January 1, 2015 by and between the Advisor and the Fund, we hereby agree as follows:
Exhibit 77Q(1)(a) ASGI AURORA OPPORTUNITIES FUND, LLC (A Delaware Limited Liability Company) AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of January 1, 2013 TABLE OF CONTENTS Page ARTICLE I: DEFINITIONS 4 ARTICLE II: ORGANIZATION;...Limited Liability Company Agreement • May 30th, 2013 • ASGI Aurora Opportunities Fund, LLC • Delaware
FORM OF REVISED SUB-ADVISORY AGREEMENT SHOWING EFFECTS OF AMENDMENT NO. 1 TO SUB-ADVISORY AGREEMENTSub-Advisory Agreement • July 25th, 2012 • ASGI Aurora Opportunities Fund, LLC • New York
SUB-ADVISORY AGREEMENT (this “Agreement”) made as of the 21st day of December, 2010effective as of the later of (i) January 1, 2013 or (ii) the date as of which ASGI Aurora Opportunities Fund, LLC, a Delaware limited liability company (the “Fund”), elects to be treated as a corporation for federal income tax purposes, by and among Alternative Strategies Group, Inc. (the “Adviser”), ASGI Aurora Opportunities Fund, LLC (the “Fund”), a Delaware limited liability companythe Fund, and Aurora Investment Management L.L.C. (the “Sub-adviser”).
AMENDED AND RESTATED WHOLESALING AND PLACEMENT AGENT AGREEMENTWholesaling and Placement Agent Agreement • November 22nd, 2011 • ASGI Aurora Opportunities Fund, LLC • North Carolina
AMENDED AND RESTATED WHOLESALING AND PLACEMENT AGENT AGREEMENT (the “Agreement”) dated as of November 2, 2011, by and between Alternative Strategies Brokerage Services, Inc., a corporation organized under the laws of the State of Delaware and a broker-dealer registered with the U.S. Securities and Exchange Commission, or any successor thereto (“ASBSI”) and each fund listed on Annex I attached hereto (each a “Fund” and, collectively, the “Funds”).
JOINT INSURED BOND AGREEMENTJoint Insured Bond Agreement • March 25th, 2016 • GAI Aurora Opportunities Fund, LLC • Delaware
AGREEMENT dated as of this 1st day of April, 2012, by and among ASGI Agility Income Fund, ASGI Aurora Opportunities Fund, LLC, ASGI Corbin Multi-Strategy Fund, LLC and ASGI Mesirow Insight Fund, LLC.
ALTERNATIVE STRATEGIES GROUP, INC. Charlotte, NC 28202Expense Limitation Agreement • June 7th, 2013 • ASGI Aurora Opportunities Fund, LLC
With reference to (i) the Advisory Agreement dated as of December 10, 2010 by and between Alternative Strategies Group, Inc. (the “Advisor”) and ASGI Aurora Opportunities Fund, LLC (the “Fund”), and (ii) the Expense Limitation Agreements (collectively, the “Prior Expense Limitation Agreements”) dated as of December 10, 2010 and September 21, 2011 by and between the Advisor and the Fund, we hereby agree as follows:
WHOLESALING AND PLACEMENT AGENT AGREEMENTWholesaling and Placement Agent Agreement • January 3rd, 2011 • ASGI Aurora Opportunities Fund, LLC • North Carolina
WHOLESALING AND PLACEMENT AGENT AGREEMENT (the “Agreement”) dated as of December 10, 2010, by and between Alternative Strategies Brokerage Services, Inc., a corporation organized under the laws of the State of Delaware and a broker-dealer registered with the U.S. Securities and Exchange Commission, or any successor thereto (“ASBSI”) and each fund listed on Annex I attached hereto (each a “Fund” and, collectively, the “Funds”).
FORM OF AGREEMENT AND PLAN OF REORGANIZATIONPlan of Reorganization • May 23rd, 2016 • GAI Aurora Opportunities Fund, LLC
THIS AGREEMENT AND PLAN OF REORGANIZATION (“Plan”) is entered into as of , 2016, by and between GAI AURORA OPPORTUNITIES FUND, LLC, a Delaware limited liability company (“Target”), and GAI CORBIN MULTI-STRATEGY FUND, LLC, a Delaware limited liability company (“Acquiring Fund;” each of Target and Acquiring Fund being sometimes referred to herein as a “Fund”), GAI Aurora Special Onshore Asset Holdings, Inc., a Delaware corporation (the “Acquired Subsidiary”), and GAI Special Asset Holdings, Inc., a Delaware corporation (the “Acquiring Subsidiary” and, together with the Acquired Subsidiary, the “Subsidiaries”).
ASGI AURORA OPPORTUNITIES FUND, LLC AMENDMENT NO. 1 TO SUB-ADVISORY AGREEMENT This amendment dated as of the 25th day of July, 2012 (herein called "this Amendment") to the Sub-Advisory Agreement dated December 21, 2010 (the "Sub- Advisory Agreement")...Sub-Advisory Agreement • November 29th, 2012 • ASGI Aurora Opportunities Fund, LLC
JOINT INSURED BOND AGREEMENTJoint Insured Bond Agreement • February 13th, 2013 • ASGI Aurora Opportunities Fund, LLC • Delaware
AGREEMENT dated as of this 1st day of April, 2012, by and among ASGI Agility Income Fund, ASGI Aurora Opportunities Fund, LLC, ASGI Corbin Multi-Strategy Fund, LLC and ASGI Mesirow Insight Fund, LLC.
AMENDMENT TO THE ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • January 3rd, 2011 • ASGI Aurora Opportunities Fund, LLC
This AMENDMENT (the "Amendment") is made as of December 15, 2010 (“Effective Date”) by and between each of the entities listed on Annex I to the Agreement (each a “Fund” and collectively, the “Funds”) and THE BANK OF NEW YORK MELLON (“BNYM-AIS”).
ALTERNATIVE STRATEGIES GROUP, INC. Charlotte, NC 28202Expense Limitation Agreement • November 22nd, 2011 • ASGI Aurora Opportunities Fund, LLC
With reference to (i) the Advisory Agreement dated as of December 10, 2010 by and between Alternative Strategies Group, Inc. (the “Advisor”) and ASGI Aurora Opportunities Fund, LLC (the “Fund”), and (ii) the Expense Limitation Agreement (the “Prior Expense Limitation Agreement”) dated as of December 10, 2010 by and between the Advisor and the Fund, we hereby agree as follows:
ASGI AURORA OPPORTUNITIES FUND, LLC AMENDMENT NO. 1 TO SUB-ADVISORY AGREEMENTSub-Advisory Agreement • July 25th, 2012 • ASGI Aurora Opportunities Fund, LLC
This amendment dated as of the 25th day of July, 2012 (herein called “this Amendment”) to the Sub-Advisory Agreement dated December 21, 2010 (the “Sub-Advisory Agreement”) between ASGI Aurora Opportunities Fund, LLC, a Delaware limited liability company (the “Fund”), Alternative Strategies Group, Inc., a North Carolina corporation (the “Adviser”), and Aurora Investment Management L.L.C., a Delaware limited liability company (the “Sub-adviser”), is hereby made and executed by the undersigned. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sub-Advisory Agreement.
ASGI AURORA OPPORTUNITIES FUND, LLC AMENDMENT NO. 1 TO ADVISORY AGREEMENTAdvisory Agreement • July 25th, 2012 • ASGI Aurora Opportunities Fund, LLC
This amendment dated as of the 25th day of July, 2012 (herein called “this Amendment”) to the Advisory Agreement dated December 10, 2010 (the “Advisory Agreement”) between ASGI Aurora Opportunities Fund, LLC, a Delaware limited liability company (the “Fund”), and Alternative Strategies Group, Inc., a North Carolina corporation (the “Adviser”), is hereby made and executed by the undersigned. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Advisory Agreement.
GAI AURORA OPPORTUNITIES FUND, LLC AMENDMENT NO. 2 TO SUB-ADVISORY AGREEMENTSub-Advisory Agreement • September 22nd, 2015 • GAI Aurora Opportunities Fund, LLC
AMENDMENT made as of January 1, 2016 (the “Amendment”) to the Sub-advisory Agreement dated as of the 21st day of December, 2010, as amended (the “Agreement”), by and among Wells Fargo Investment Institute, Inc. (formerly Alternative Strategies Group, Inc.) (the “Adviser”), GAI Aurora Opportunities Fund, LLC (the “Fund”), a Delaware limited liability company, and Aurora Investment Management L.L.C. (the “Sub-adviser”), a Delaware limited liability company. Except as otherwise defined in this Amendment, terms not defined herein shall have the meanings ascribed to such terms in the Agreement.
WELLS FARGO INVESTMENT INSTITUTE, INC.Expense Limitation Agreement • January 9th, 2015 • GAI Aurora Opportunities Fund, LLC
With reference to (i) the Advisory Agreement dated as of December 10, 2010 by and between Wells Fargo Investment Institute, Inc. (formerly known as Alternative Strategies Group, Inc.) (the “Advisor”) and GAI Aurora Opportunities Fund, LLC (the “Fund”), and (ii) the Expense Limitation Agreements (collectively, the “Prior Expense Limitation Agreements”) dated as of December 10, 2010, September 21, 2011, February 1, 2013 and October 1, 2013 by and between the Advisor and the Fund, we hereby agree as follows:
GAI AURORA OPPORTUNITIES FUND, LLC AMENDMENT NO. 2 TO SUB-ADVISORY AGREEMENT AMENDMENT made as of January 1, 2016 (the "Amendment") to the Sub-advisory Agreement dated as of the 21st day of December, 2010, as amended (the "Agreement"), by and among...Sub-Advisory Agreement • May 31st, 2016 • GAI Aurora Opportunities Fund, LLC
AMENDMENT AGREEMENT ACustody Agreement • January 3rd, 2011 • ASGI Aurora Opportunities Fund, LLC
AMENDMENT AGREEMENT A dated as of November 16, 2010, amongst ASGI Agility Income Fund (the “Business Trust”), each entity listed on Annex I, and such other entities as may be added to Annex I of the Agreement (as hereinafter defined) in the future (each a “Fund” and collectively the "Funds") and The Bank of New York Mellon (the “Custodian”).
WELLS FARGO INVESTMENT INSTITUTE, INC.Advisory Fee Waiver Agreement • September 22nd, 2015 • GAI Aurora Opportunities Fund, LLC
With reference to the Advisory Agreement dated as of December 10, 2010, by and between Wells Fargo Investment Institute, Inc. (formerly Alternative Strategies Group, Inc.) (the “Adviser”) and GAI Aurora Opportunities Fund, LLC (the “Fund”), we hereby notify you as follows:
ALTERNATIVE STRATEGIES GROUP, INC. Charlotte, NC 28202Expense Limitation Agreement • January 3rd, 2011 • ASGI Aurora Opportunities Fund, LLC
With reference to the Advisory Agreement dated as of December 10, 2010 by and among Alternative Strategies Group, Inc. (the “Advisor”) and ASGI Aurora Opportunities Fund (the “Fund”), we hereby agree as follows:
ASGI AURORA OPPORTUNITIES FUND, LLC AMENDMENT NO. 1 TO ADVISORY AGREEMENT This amendment dated as of the 25th day of July, 2012 (herein called "this Amendment") to the Advisory Agreement dated December 10, 2010 (the "Advisory Agreement") between ASGI...Advisory Agreement • November 29th, 2012 • ASGI Aurora Opportunities Fund, LLC
ASGI AURORA OPPORTUNITIES FUND, LLC AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • November 22nd, 2011 • ASGI Aurora Opportunities Fund, LLC
This Amendment dated as of the 2nd day of November, 2011 (herein called “this Amendment”), is hereby made and executed by the undersigned, as a Manager of ASGI AURORA OPPORTUNITIES FUND, LLC, a Delaware limited liability company (the “Fund”) established under a Limited Liability Company Agreement dated as of November 19, 2010 (the “LLC Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the LLC Agreement, or if not defined therein, in the Fund’s private placement memorandum.
ASGI AURORA OPPORTUNITIES FUND, LLC AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT This Amendment dated as of the 2nd day of November, 2011 (herein called "this Amendment"), is hereby made and executed by the undersigned, as a Manager of ASGI...Limited Liability Company Agreement • May 30th, 2012 • ASGI Aurora Opportunities Fund, LLC
