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")
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.
WHEREAS, the parties have agreed to amend the Sub-Advisory
Agreement as set forth
herein.
NOW THEREFORE, in consideration of the foregoing and
other good and valuable consideration (the receipt and
sufficiency of which are hereby irrevocably acknowledged),
the parties hereby agree as follows:
1. Section 3 of the Sub-Advisory Agreement is hereby
amended by deleting it in its entirety and replacing it with
the following:
3. Compensation of the Sub-adviser.
a. In full consideration of the services rendered
pursuant to this Agreement, the Adviser will pay the Sub-
adviser, from the fees received by the Adviser from the Fund
in respect of the period in question and attributable to
assets of the Fund for which the Sub-adviser is providing
services hereunder, a fee at the annual rate of 0.625% of the
Fund's net asset value, calculated on the same basis as the
management fee received by the Adviser from the Fund. Such
fee shall be paid to the Sub-adviser within 30 days of receipt
by the Adviser of its management fee from the Fund. If the
Sub-adviser shall serve for less than the whole of any
calendar month, the foregoing compensation shall be prorated.
b. To the extent the Adviser serves as the investment
adviser to any other registered investment company that
employs a hedge fund of funds strategy ("Other Investment
Company"): (1) the Adviser shall notify the Sub-adviser of the
management fee that it will receive from such Other
Investment Company; and (2) if the Other Investment Company
(i) is subject to a management fee structure that is
identical to or higher than the fee structure applicable to
the Fund, and (ii) with respect to which the Adviser (and/or
its affiliates) receive advisory fees that, after deducting
any fees paid to a sub-adviser of such Other Investment
Company, are lower than an annual rate of 0.625% of such
Other Investment Company's net asset value, the Adviser shall
increase the Sub-adviser's compensation pursuant to this
Agreement by an amount equal to the difference between (a) the
annual fee rate the Adviser (and/or its affiliates) receives
from the Fund after deduction of the Sub-adviser's fee and
(b) the annual fee rate the Adviser (and/or its affiliates)
receives from the Other Investment Company after deducting the
applicable sub-adviser's fee. Notwithstanding the foregoing,
in no event shall the Adviser pay to the Sub-adviser a
management fee in excess of an annual rate of 0.75% of the
Fund's net asset value under this Section 3(b), calculated on
the same basis as the
management fee received by the Adviser from the Fund. In no
circumstances shall this provision serve to increase the
management fee paid by the Fund to the Adviser.
2. The effective date of this Amendment shall be the
later of (i) January 1, 2013 or (ii) the date as of which the
Fund elects to be treated as a corporation for federal income
tax purposes.
IN WITNESS WHEREOF, the parties have duly executed
this Amendment as of the date first written above.
ASGI AURORA OPPORTUNITIES FUND,
LLC By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: President
ALTERNATIVE STRATEGIES GROUP,
INC. By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: President
AURORA INVESTMENT MANAGMENT
L.L.C. By: /s/Xxxxx Xxxxxx Xxxxx
Name: Xxxxx Xxxxxx
Xxxxx
Title: Chief Operating
Officer and
Chief Financial
Officer
