AMENDMENT TO
THE MANAGEMENT AGREEMENT
WHEREAS, Columbia Management Multi-Strategy Hedge
Fund, LLC (the "Fund") and Banc of America Investment Advisors,
Inc. (the "Adviser") are parties to a Management Agreement dated
December 3, 2004 (the "Management Agreement"); and
WHEREAS, the Fund and the Adviser desire to amend the
Management Agreement as described herein.
NOW, THEREFORE, it is hereby agreed as follows:
1. All capitalized terms used herein and in the
preamble without definition shall have the meaning ascribed to
them in the Management Agreement.
2. Effective upon the consummation of the Plan and
Agreement of Reorganization and Merger among the Fund, Grosvenor
Registered Multi-Strategy Fund (TI 1), LLC and Grosvenor
Registered Multi-Strategy Fund NewSub, LLC (the "Effective
Date"), the Management Agreement is amended to eliminate payment
to the Adviser of the Incentive Allocation described in Schedule
A to the Management Agreement. Upon the Effective Date, the
Adviser shall not be entitled to receive the Incentive
Allocation, notwithstanding the provisions of Section 5.5 of the
Limited Liability Company Operating Agreement of the Fund.
3. The Fund represents that this Amendment has been
approved by the members of the Board of Directors of the Fund,
including a majority of the Directors who are not "interested
persons" (as defined by the Investment Company Act of 1940, as
amended, and the rules thereunder) of the Fund, by vote cast in
person at a meeting called for the purpose of voting on such
approval.
4. The defined terms "Management Agreement" and
"Management Fee" in the Management Agreement are hereby replaced
by the defined terms "Advisory Agreement" and "Advisory Fee,"
respectively.
5. Any future modification to the Management
Agreement that would reinstate the Incentive Allocation or
otherwise constitute a material amendment to the Management
Agreement shall be required to be approved by the members of the
Fund.
6. Except as hereby amended, the terms and
provisions of the Management Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed
this Amendment on the 18 day of December, 2009.
BANC OF AMERICA INVESTMENT
ADVISORS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
COLUMBIA MANAGEMENT MULTI-STRATEGY
HEDGE FUND, LLC
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: President
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