BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC
FORM OF
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
AGREEMENT made as of the [__] day of [___], 2003 by and between BACAP
Alternative Multi-Strategy Fund, LLC, a Delaware limited liability company (the
"Fund"), and Banc of America Capital Management, LLC, a Delaware limited
liability company (the "Adviser"):
W I T N E S S E T H:
WHEREAS, the Fund is a closed-end, management investment company and
is registered as such under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Adviser serves as the investment adviser of the Fund; and
NOW, THEREFORE, the parties hereto agree as follows:
1. The Adviser agrees to waive its fees or to pay or absorb the
ordinary operating expenses of the Fund, but excluding interest, organizational
expenses, brokerage commissions and extraordinary expenses of the Fund
("Operating Expenses") which exceed a certain percentage per annum of the
aggregate value of outstanding interests in the Fund, as agreed by the Fund and
Adviser from time to time (the "Expense Limitation").
2. This Agreement will remain in effect until terminated by the
Adviser or by the Fund. Either party may terminate this Agreement upon 30 days'
written notice to the other party. This Agreement will terminate automatically
upon the termination of the investment advisory agreement in effect between the
Fund and the Adviser unless a new investment advisory agreement with the Adviser
(or an affiliate of the Adviser) to replace the terminated agreement becomes
effective upon such termination.
3. The Fund agrees to carry forward for a period not to exceed three
(3) years from the end of the fiscal year in which an expense is paid, waived or
absorbed by the Adviser any Operating Expenses in excess of the Expense
Limitation that are paid or assumed by the Adviser pursuant to this Agreement
("Excess Operating Expenses") as well as any organizational expenses paid or
assumed by the Adviser ("Organizational Expenses") and to reimburse the Adviser
in the amount of such Excess Operating Expenses and Organizational Expenses as
set forth herein. Such reimbursement will be made as promptly as possible, but
only to the extent it does not cause the Operating Expenses for any year to
exceed the Expense Limitation in effect at the time of recovery. This Agreement
of the Fund to reimburse the Adviser for Excess Operating Expenses and
Organizational Expenses shall terminate in the event the Adviser or any
affiliate of the Adviser terminates the then effective investment advisory
agreement between the Fund and the Adviser (or any affiliate of the Adviser)
without the consent of the Fund (other than a termination resulting from an
assignment).
4. This Agreement shall be construed in accordance with the laws of
the state of New York and the applicable provisions of the 1940 Act. To the
extent the applicable law of the State of New York, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the latter
shall control.
5. This Agreement constitutes the entire agreement between the parties
hereto with respect to the matters described herein.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement.
BACAP ALTERNATIVE MULTI-STRATEGY
FUND, LLC
By: ___________________________________
Date: __________________________________
BANC OF AMERICA CAPITAL MANAGEMENT, LLC
By: ___________________________________
Date: __________________________________
03564.0004 #371800
