ASGI XXXXXX MULTI-STRATEGY 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 XXXXXX MULTI-STRATEGY
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.
Preliminary Statement
WHEREAS, pursuant to Section 3.1(e) of the LLC Agreement,
the Board of Managers (the "Board") has the full power and
authority, without Member approval, to authorize one or more
Classes of Units; Units of each such Class having such
preferences, voting powers and special or relative rights or
privileges (including conversion rights, if any) as the Board
may determine and as shall be set forth in a resolution
adopted in accordance with the LLC Agreement and, if
applicable, the By-Laws;
WHEREAS, the Board may amend the LLC Agreement, without
Member approval, to provide for the terms of such Class or
Classes;
WHEREAS, the Board has authorized Class A Units and Class
I Units as more fully described below; has authorized the
amendment of the LLC Agreement to reflect the establishment of
such Classes as herein set forth; and has authorized the
Managing Member to execute this Amendment No. 1 to the LLC
Agreement;
NOW, THEREFORE, the Board of Managers hereby amends the
LLC Agreement as follows:
1. Article I: Definitions is hereby amended by deleting
the defined term "DISTRIBUTOR" and adding the following new
defined terms:
"CLASS" -- A class (within the meaning of Section 18-302
of the Delaware Act) of Units created pursuant to Section
3.1(e).
"CLASS A UNITS" -- A Class of Units issued by the Fund,
which Class shall be subject to the Investor Distribution
and Servicing Fee described in Section 3.8(d) and a
Placement Fee described in Section 3.8(e).
"CLASS I UNITS" - A Class of Units issued by the Fund,
which Class shall not be subject to the Investor
Distribution and Servicing Fee described in Section
3.8(d) or a Placement Fee described in Section 3.8(e),
but shall otherwise be subject to the same provisions as
are applicable hereunder to the Class A Units.
"PLACEMENT AGENT" - Alternative Strategies Brokerage
Services, Inc. or such additional or successor Placement
Agent as shall be designated from time to time.
2. Section 3.8 is hereby amended by adding the
following clauses (d) and (e) at the end of the section:
(d) The Fund shall pay to the Placement Agent with
respect to the aggregate Net Asset Value of all Class A
Units (to the extent such Units have been outstanding for
at least one year) an investor distribution and servicing
fee for providing investor services (the "Investor
Distribution and Servicing Fee"), calculated and accrued
at the end of each calendar month (before any repurchases
of Class A Units being made at the end of the applicable
month), at the rate of 0.75% per annum of such aggregate
Net Asset Value as of the end of such month. Such
Investor Distribution and Servicing Fee shall be paid in
arrears at the end of each calendar quarter.
(e) Investments in Class A Units of less than $500,000
are subject to a placement fee of 2.00%; investments in
Class A Units of $500,000 or more and less than
$1,000,000 are subject to a placement fee of 1.00% and
investments in Class A Units of $1,000,000 or more are
subject to a placement fee of 0.50% (in each case, the
"Placement Fee"). In the event that a Member makes a
contribution with respect to its Class A Unit on more
than one occasion, the Placement Fee charged at the time
of any contribution shall be charged at the rate that
would apply if the aggregate of all of the Member's
current and prior contributions were being made at that
time. The Placement Fee may be waived in whole or in
part by the Placement Agent in its sole discretion.
3. Section 5.3 is hereby amended by deleting clauses
(b), (c) and (d) and adding the following as new clauses (b),
(c) and (d):
(b) Each Member's Capital Account shall have an initial
balance equal to the amount of cash and the fair market
value of any property constituting such Member's initial
contribution to the capital of the Fund, calculated after
the payment of any Placement Fee charged with respect to
such contribution.
(c) Each Member's Capital Account shall be increased by
the sum of (i) the amount of cash and the fair market
value of any property constituting additional
contributions by such member to the capital of the Fund
permitted pursuant to Section 5.1 hereof, calculated
after the payment of any Placement Fees charged with
respect to such contributions, plus (ii) all amounts
credited to such Member's Capital account pursuant to
Sections 5.4 and 5.5 hereof.
(d) Each Member's Capital Account shall be reduced by
the sum of (i) the amount of any repurchase of the Unit
of such Member or distributions to such Member pursuant
to Sections 4.4, 5.7 or 6.2 hereof which are not
reinvested (net of any liabilities secured by any asset
distributed that such Member is deemed to assume or take
under Section 752 of the Code), plus (ii) any amounts
debited against such Capital Account pursuant to Sections
5.4 and 5.5 hereof; provided, however, that in the case
of a Member holding a Class A Unit, such Member's Capital
Account shall first be reduced by any Investor
Distribution and Servicing Fee allocable to such Class A
Unit. Expenses with respect to any Fiscal Period shall
be calculated and charged as of the last calendar day of
such Fiscal Period prior to giving effect to any
repurchases to be made as of the end of such Fiscal
Period.
IN WITNESS WHEREOF, the below Member has executed this
Amendment as of the day and year first above written.
By: _______________________
Name: Xxxx Xxxxxx
Title: Manager
By: _______________________
Name: Xxxxx Xxxx
Title: Manager
By: _______________________
Name: Xxxxx Xxxx
Title: Manager
By: _______________________
Name: Xxxxxxx Xxxxxxx
Title: Manager
By: _______________________
Name: Xxxxx Xxxxx
Title: Manager
By: _______________________
Name: Xxxxxxxx Xxxx
Title: Manager
By: _______________________
Name: Xxxxxx Xxxxxx
Title: Manager
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