SUB-ADVISORY AGREEMENT
THIS SUB-ADVISORY AGREEMENT is made as of the
December 1, 2011, by and among Alternative Strategies
Group, Inc. (the "Adviser"), the adviser to ASGI Mesirow
Insight Fund, LLC (formerly Xxxxx Fargo Multi-Strategy
100 Master Fund, LLC) (the "Fund"), a limited liability
company organized under the laws of the State of
Delaware, the Fund, and Mesirow Advanced Strategies, Inc.
(the "Sub-adviser").
WHEREAS, the Adviser serves as investment adviser to
the Fund, which is a closed-end management investment
company registered under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, the Adviser desires to avail itself of the
services, sources of information, advice and assistance
of an investment sub-adviser to assist the Adviser in
providing investment advisory services to the Fund;
WHEREAS, the Sub-adviser is registered under the
Investment Advisers Act of 1940, as amended (the
"Advisers Act"), is engaged in the business of rendering
investment advisory services to clients and desires to
provide such services to the Adviser and to the Fund; and
NOW, THEREFORE, in consideration of the terms and
conditions hereinafter set forth, it is agreed as
follows:
1. Appointment of the Sub-adviser. The Adviser and
the Fund hereby appoint the Sub-adviser to provide advice
with respect to the investment and reinvestment of the
Fund's portfolio assets, subject to the control and
direction of the Fund's Board of Managers (the "Board")
for the period, as such period may be renewed, and on the
terms hereinafter set forth. The Sub-adviser hereby
accepts such appointment and agrees during such period,
subject to the oversight of the Board and the Adviser, to
render the services and to assume the obligations herein
set forth for the compensation herein provided. In such
respect, and only for this limited purpose, the Sub-
adviser shall act as the Fund's agent and attorney-in-
fact. The Sub-adviser shall for all purposes herein be
deemed to be an independent contractor and shall, except
as expressly provided or authorized (whether herein or
otherwise), have no authority or obligation to act for or
represent the Adviser or the Fund in any way.
2. Authority of, Obligations of and Services to be
Provided by the Sub-adviser. The Sub-adviser is hereby
granted the following authority and undertakes to provide
the following services and to assume the following
obligations:
a. The Sub-adviser shall formulate and implement a
continuous investment program for the portfolio assets of
the Fund, including determining what portion of such
assets will be invested or held uninvested in cash,
subject to and in accordance with (i) the investment
objective and policies of the Fund set forth in the
Fund's Limited Liability Company Agreement, as amended
from time to time, and Private Placement Memorandum as
from time to time in effect and, each, as provided to the
Sub-adviser in writing (the "Governing Documents"), (ii)
the requirements applicable to registered investment
companies under applicable laws, including, without
limitation, the 1940 Act and Subchapter M of the Internal
Revenue Code of 1986, as amended, and the rules and
regulations thereunder (the "Code"), and (iii) any
written instructions which the Adviser or the Board may
issue from time to time; provided, that such instructions
do not conflict with the Governing Documents or violate
applicable laws. The Sub-adviser also agrees to conduct
its activities hereunder in accordance with any
applicable procedures or policies adopted by the Board as
from time to time in effect and communicated to the Sub-
adviser in writing (the "Procedures"); provided, that
such Procedures do not conflict with the Governing
Documents or violate applicable laws. The Adviser has
provided to the Sub-adviser copies of all current
Governing Documents and current Procedures. The Adviser
agrees to provide reasonable advance notice to the Sub-
adviser of any changes to the Governing Documents or
Procedures, including any amendments and supplements
thereto, and will provide a reasonable time period for
the Sub-adviser to comply with any such change to the
Governing Documents or Procedures.
b. Unless otherwise specifically agreed to or as
required by law, the Sub-adviser shall be authorized to
vote or direct the voting of proxies solicited by or with
respect to the issuers of securities held by the Fund.
The Adviser will deliver or will direct the Fund's
administrator or custodian to deliver to the Sub-adviser
in a timely manner proxies with respect to securities
held in the Fund. The Sub-adviser will vote proxies with
respect to securities held by the Fund in a manner
consistent with the Sub-adviser's Proxy Voting Policy in
the form approved by the Board. The Sub-adviser will not
be liable for failure to vote proxies that are not
received in a timely manner. Notwithstanding the
foregoing, the Adviser and the Fund hereby agree and
consent to the waiver of the Fund's voting rights with
respect to securities issued by collective investment
vehicles ("Portfolio Funds") in which the Fund invests
and, as such, acknowledge that the Sub-adviser may not
vote proxies with respect to those securities for which
the Sub-adviser elects to waive voting rights.
c. The Sub-adviser shall take whatever steps are
necessary to implement the Fund's investment program,
including, but not limited to:
(i) researching, identifying, monitoring and
evaluating potential Portfolio Funds and, to the extent
deemed relevant by the Sub-adviser, other securities and
transactions (collectively with the Portfolio Funds,
"Potential Investments") to utilize in the management of
the Fund's assets;
(ii) providing recommendations to the Fund
regarding the fair value of the Fund's Portfolio Funds to
the extent requested by the Adviser if the Portfolio Fund
fails to produce an official value (e.g., the Portfolio
Fund suspends its net asset value determination or
suspends redemptions) or where the Sub-adviser
determines, in its sole discretion, that there is reason
to question the reliability of the valuation provided by
the Portfolio Fund;
(iii) providing to the Fund all relevant
materials pertinent to an investment in a Portfolio Fund,
including the Portfolio Fund's audited financial
statements, capital statements and communications sent to
investors by Portfolio Fund management;
(iv) advising the Adviser monthly with respect
to the Fund's investment allocations pursuant to Section
2(f), below;
(v) monitoring, evaluating and meeting with
investment managers that are managing any of the
Portfolio Funds or issuers of other securities in which
the Fund is invested (collectively, the "Portfolio
Managers");
(vi) assessing the performance of the
investments recommended by the Sub-adviser and in which
the Fund is invested;
(vii) reviewing and commenting upon offering
documents and ancillary sales and marketing materials
prepared by the Adviser for the Fund, which shall be
submitted for the Sub-adviser's prior review at least 5
Business Days (as defined below) before distribution of
those documents to investors, provided that the Sub-
adviser will be deemed to have consented to the use of
those documents if it has not commented in writing
(including by electronic mail) by the fifth Business Day
after delivery of those documents to the Sub-adviser for
approval (for the avoidance of doubt, the Adviser and not
the Sub-adviser shall have ultimate responsibility for
the content of the offering documents and ancillary sales
and marketing materials which are prepared by the Adviser
or the Fund, except to the extent that any information
set forth therein is provided by the Sub-adviser or
relates specifically to the Sub-adviser and is approved
by the Sub-adviser in writing (including by electronic
mail), subject to Section 2(e));
(viii) participating, at the request of the
Adviser and as mutually agreed to by the Sub-adviser, in
sales presentations to existing and prospective investors
in the Fund identified by the Adviser;
(xi) negotiating, in conjunction with the
Adviser, a line of credit on behalf of the Fund with such
lenders on such terms as may be agreed by the Board and
the Adviser;
(x) rendering such reports to the Board as it may
reasonably request concerning the investment activities
of the Fund; and,
(xi) negotiating, entering into, making, and
performing any contract, agreement, or other undertaking
related to the implementation of the investment program
described herein, including (but not limited to):
(A) to the extent feasible and
appropriate, negotiating side letters and
assisting in the evaluation and execution of
subscription agreements, withdrawal requests and
related documents with regard to Potential
Investments and existing investments of the
Fund, and causing the Fund's assets to be
invested and withdrawn, as applicable, in
connection therewith; and
(B) negotiating agreements, on behalf of
the Fund for execution by the Fund, with
information platforms and/or risk or
transparency aggregators that will supply the
reports and information required under Sections
9(l) and (m) (the "Transparency Aggregators"),
subject to approval by the Board and the
Adviser.
For the avoidance of doubt, the Sub-adviser is not
responsible for the calculation of the Fund's net asset
value or for the fair valuation of the Fund's investments
in accordance with U.S. generally accepted accounting
principles. In addition, to the extent the Fund receives
an official value from a Portfolio Fund, it is
anticipated that the Fund may rely on that valuation
without further inquiry. The Sub-adviser may act on
information it reasonably believes to be reliable but
that the Sub-adviser may not have independently verified
(including, without limitation, information provided by
the Adviser, the Fund and the Fund's custodians and
administrators).
d. The Sub-adviser shall be responsible for
monitoring of the investment activities and portfolio
holdings associated with the portfolio assets of the Fund
that are allocated to the Sub-adviser to ensure
compliance with the Governing Documents, Procedures and
the requirements applicable to registered investment
companies under applicable laws. The Sub-adviser shall
also cooperate with and provide sufficient information to
the Adviser to assist the Adviser in its monitoring of
the investment activities and portfolio holdings of the
Fund, including, without limitation, the Fund's
satisfaction of quarterly diversification requirements
for qualification as a regulated investment company under
the Code.
e. Notwithstanding anything in this Agreement to
the contrary, the Sub-adviser shall act on any
instructions of the Adviser with respect to (i) the
investment activities used to manage the portfolio assets
of the Fund that are allocated to the Sub-adviser and
(ii) the marketing materials and offering documents used
for the Fund, including the use of the Sub-adviser's
track record, in each case that are reasonably necessary
and in accordance with the advice of counsel to the Fund
to ensure the Fund's compliance with the Governing
Documents, Procedures and applicable law.
f. The Sub-adviser shall provide to the Adviser in
writing, via electronic mail, the recommended allocation
of investments of the Fund among Potential Investments
and existing investments (the "Allocations Report"),
including dates for investing in Potential Investments
and withdrawing assets from existing investments,
together with related Investment Recommendations Reports
(the "IRRs"). The Sub-adviser shall deliver the
Allocations Report and related IRR to the Adviser nine
Business Days before the first day of each month (the
"Effective Day"). The Adviser shall give the Sub-
adviser, by 9 am (Chicago time) on the sixth Business Day
before the Effective Day, written, by fax or electronic
mail, (i) approval or rejection of that Allocations
Report and (ii) the final amount of additional
subscriptions to the Fund that will be effective as of
the Effective Day. The Adviser's approval will be deemed
given if the Adviser does not notify in writing the Sub-
adviser of its approval or rejection of the Allocations
Report or of additional subscriptions to the Fund by that
deadline. If the Adviser objects to any portion of an
Allocations Report, or informs the Sub-adviser of
additional subscriptions to the Fund, the Sub-adviser
will work with the Adviser to promptly amend that
Allocations Report in a manner that is mutually
satisfactory, and will submit to the Adviser a revised
Allocations Report by noon (Chicago time) on the sixth
Business Day before the Effective Day. The Adviser's
approval to a revised Allocations Report will be deemed
given if the Adviser does not object in writing to the
revised Allocations Report by 5 pm (Chicago time) on the
sixth Business Day before the Effective Day. Upon
approval or deemed approval of an Allocations Report by
the Adviser, the Sub-adviser shall execute the proposed
trades and allocations.
The chart below shows the foregoing process for
approvals of Allocations Reports, with "T" being the
first Business Day of each month:
DEADLINE ACTION
T minus 9 Sub-Adviser submits initial Allocations
Business Days Report to Adviser.
T minus 6 Adviser must respond to initial
Business Allocations Report and/or provide final
Days, 9 am number of additional subscriptions, or
(Chicago time) is deemed to have approved the
Allocations Report.
T minus 6 Sub-Adviser submits revised Allocations
Business Report to Adviser.
Days, noon
(Chicago time)
T minus 6 Adviser must respond to revised
Business Allocations Report or is deemed to have
Days, 5 pm approved the Allocations Report.
(Chicago time)
T Effective Day of trades and allocations.
The parties hereto acknowledge that (a) the timing
for the approval of the Allocations Report is primarily
driven by the subscription deadlines set by the Portfolio
Funds and the administrator of the Fund; and (b) the
Adviser may not receive the final amount of additional
subscriptions to the Fund that will be effective as of
the subject Effective Day by 9 am (Chicago time) on the
sixth Business Day before such Effective Day. To the
extent that the Adviser notifies the Sub-Adviser of
additional subscriptions after 9 am (Chicago time) on the
sixth Business Day before the subject Effective Day, then
the Sub-Adviser agrees that it will use its reasonable
efforts to allocate such subscriptions among Potential
Investments and/or existing investments as of such
Effective Day in a manner that is acceptable to the
Adviser.
g. In addition to the reports, information, and
notices required to be provided by the Sub-adviser to the
Adviser and/or the Fund herein, the Sub-adviser shall
timely provide to the Adviser and the Fund, as
applicable, all information and documentation that the
parties mutually agree are necessary or appropriate for
the Adviser or the Fund, as applicable, to fulfill its
obligations under this Agreement. In addition, the Sub-
adviser agrees to provide to the Fund's independent
accountants the information and documentation that they
may reasonably require to fulfill their obligations to
the Fund.
h. Although it is not anticipated that the Fund
will typically transact through brokers or dealers, the
Sub-adviser may, in the name of the Fund, place orders
for the execution of portfolio transactions when
applicable with or through such brokers, dealers or other
financial institutions as the Sub-adviser may reasonably
select. The Sub-adviser shall use its best efforts to
obtain the most favorable price and execution on all
portfolio transactions executed on behalf of the Fund,
provided that, so long as the Sub-adviser has complied
with Section 28(e) of the Securities Exchange Act of
1934, as amended, and the Procedures, the Sub-adviser may
cause the Fund to pay a commission on a transaction in
excess of the amount of commission another broker-dealer
would have charged. On occasions when the Sub-adviser
deems the purchase or sale of a security (as opposed to a
Portfolio Fund) to be in the best interest of the Fund
(and has so recommended such purchase or sale to the
Adviser and the Adviser has concurred or is deemed to
have concurred with such recommendation as set forth in
Section 2(f) above) as well as other clients of the Sub-
adviser, the Sub-adviser may aggregate the securities to
be so purchased or sold with other orders for other
accounts managed by the Sub-adviser if such aggregation
will result in best execution. In such event, allocation
of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the
Sub-adviser consistent with the Procedures and in the
manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Fund and
to such other clients.
i. The Sub-adviser (i) shall maintain such books
and records as are required by law, including without
limitation the 1940 Act and the Advisers Act, and the
rules and regulations thereunder, (ii) shall render to
the Board and the Adviser such periodic and special
reports as the Board and the Adviser may reasonably
request in writing, and (iii) shall meet with any persons
at the reasonable request of the Board or the Adviser for
the purpose of reviewing the Sub-adviser's performance
under this Agreement at reasonable times and upon
reasonable advance written notice. All such books and
records shall be the property of the Fund and the Sub-
adviser will surrender promptly to the Fund any of such
records upon the Fund's request (provided that the Sub-
adviser may retain a copy of such records) and shall make
all such books and records available for inspection and
use by the Securities and Exchange Commission ("SEC"),
the Fund, the Adviser or any person retained by the Fund
at all reasonable times. Where applicable, such records
shall be maintained by the Sub-adviser for the periods
and in the places required by Rule 31a-2 under the 1940
Act and Rule 204-2 under the Advisers Act.
The Sub-adviser shall provide to the Fund's
custodian and administrator (whose identities shall be
notified to the Sub-adviser by the Fund or the Adviser)
the final Allocations Reports and trade blotters
reflecting all transactions concerning the Fund's assets.
j. The Sub-adviser shall bear its expenses of
providing services pursuant to this Agreement, including
all expenses associated with becoming an investment
adviser to the Adviser or the Fund (including any
indirect expenses including due diligence expenses and
travel expenses) and research costs. The Fund will pay
its own operating expenses as disclosed in its Private
Placement Memorandum, including the Fund's cost of its
counsel used in negotiation of the agreements with
Transparency Aggregators.
k. The Sub-adviser shall timely provide to the
Adviser and the Fund all information and documentation
they may reasonably request as necessary or appropriate
in connection with the compliance by them or either of
them with the requirements of any applicable law,
including, without limitation, (i) information and
commentary for the Fund's annual and semi-annual reports,
in a format approved by the Adviser, together with a
certification that such information and commentary
discuss all of the factors that materially affected the
performance of the portion of the Fund allocated to the
Sub-adviser under this Agreement, including the relevant
market conditions and the investment techniques and
strategies used, and do not contain an untrue statement
of a material fact or omit to state a material fact
necessary to make the information and commentary not
misleading; (ii) additional certifications related to the
Sub-adviser's management of the Fund in order to support
the Fund's filings on Form N-CSR, Form N-Q and other
applicable forms, and the Fund's Principal Executive
Officer's and Principal Financial Officer's
certifications under Rule 30a-2 under the 1940 Act,
thereon; (iii) a monthly sub-certification with respect
to compliance matters related to the Sub-adviser, in a
form agreed upon by the Adviser and the Sub-adviser from
time to time, (iv) quarterly sub-certification with
respect to compliance matters related to the Sub-adviser
and the Sub-adviser's management of the Fund and
compliance with the Fund's compliance policies and
procedures adopted pursuant to Rule 38a-1 under the 1940
Act, in a format reasonably requested by the Adviser, as
it may be amended from time to time; and (v) an annual
certification from the Sub-adviser's Chief Compliance
Officer, appointed under Rule 206(4)-7 under the Advisers
Act, with respect to the design and operation of the Sub-
adviser's compliance program, in a format reasonably
requested by the Adviser.
l. The Sub-adviser will provide the Fund with
reasonable evidence that, with respect to its activities
on behalf of the Fund, the Sub-adviser maintains (i)
adequate fidelity bond insurance and (ii) an appropriate
Code of Ethics adopted pursuant to Rule 17j-1 under the
1940 Act and Rule 204A-1 under the Advisers Act and
related reporting procedures.
m. The Sub-adviser shall not (i) bear
responsibility for the monitoring or supervision of any
custodian, administrator or other service provider
selected by the Adviser for the Fund; (ii) be obligated
to provide, or be liable for providing, advice with
respect to the effect of the laws and regulations of any
jurisdiction, nor (iii) at any time have custody of the
assets of the Fund. The Fund's assets shall be
maintained in the custody of its custodian, and any
assets added to the Fund shall be delivered directly to
the Fund's custodian.
3. Compensation of the Sub-adviser. In full
consideration of the services rendered pursuant to this
Agreement, the Adviser will pay the Sub-adviser a monthly
sub-advisory fee equal to 0.0520833% (i.e., 0.625% per
annum) of the Fund's Monthly NAV (as defined below).
Such fee will be accrued monthly and paid quarterly
within 45 days after the end of each calendar quarter.
If the Sub-adviser shall serve for less than the whole of
any calendar month, the foregoing compensation shall be
prorated by multiplying it by a fraction the numerator of
which is the number of days in the calendar month during
which the Sub-adviser served as sub-adviser, and the
denominator of which is the number of days in the
calendar month.
"Monthly NAV" shall mean, with respect to any
calendar month, the net asset value of the Fund (i) as
determined as of the last Business Day of each calendar
month, (ii) calculated without reduction for the
management fee paid to ASGI by the Fund for such calendar
month, (iii) adjusted for any subscriptions and
withdrawals occurring within the month, and (iv)
otherwise computed in the manner determined by the Board
as set forth in the Governing Documents.
"Business Day" means a day on which banks are
ordinarily open for normal banking business in New York
or such other day or days as the Board may determine in
its sole and absolute discretion and upon prior notice to
the Sub-adviser.
4. Other Activities of the Sub-adviser.
a. For a term of 12 months following the execution
of this Agreement, the Sub-adviser shall not provide sub-
investment advice to investment advisers, broker/dealers,
wealth management firms, or banks with respect to any
investment company registered under the 1940Act, that
pursues an investment objective and product structuring
similar to that of the Fund (including but not limited to
transparency requirements).
b. The Sub-adviser may (and does) act as
consultant, manager, adviser or sub-adviser for any other
persons or entities and may buy, sell or trade in
securities and other instruments, whether for its own
account or for the account of others for whom it may be
acting pursuant to a similar investment program or
otherwise.
c. The Sub-adviser represents, warrants and agrees
that, over time and in the aggregate, the Sub-adviser
will not favor any customer or account managed by it
(including its proprietary accounts) over the Fund;
provided, however, that it is acknowledged and agreed by
the Adviser and the Fund that (i) different strategies
and investment techniques may be (and are) utilized by
the Sub-adviser for differing sizes of accounts, accounts
with different investment policies and guidelines,
accounts experiencing differing inflows or outflows of
equity, accounts that commence trading at different
times, accounts that have different portfolios or
different fiscal years, accounts subject to different
laws, rules and regulations, accounts with different tax
attributes or objectives and accounts with other
differences, and that such differences may result in
different investment transactions and/or cause divergent
investment results; and (ii) due to the Fund's liquidity,
assets under management, and other characteristics, it is
anticipated that the Fund will be invested differently
than the majority of the funds and accounts under the
advisement of the Sub-adviser.
5. Use of Names and Track Record.
a. For so long as this Agreement remains effective,
the Adviser and the Fund shall have a royalty-free
license to use the name "Mesirow" or any combination or
derivation thereof. The Sub-adviser acknowledges and
agrees that the Adviser, the Fund and the Fund's selling
agents will use such names in marketing the Fund to
current and prospective investors ("Mesirow Specific
Information"). Pursuant to Section 2(c)(vii) hereof, the
Sub-adviser shall review and approve for use all sales
literature and other marketing materials for the Fund
that utilize the name "Mesirow" ("Fund Marketing
Materials"), provided that repeated Sub-adviser approval
shall not be required for use of Mesirow Specific
Information in substantially the same content and format
as Fund Marketing Materials previously approved by the
Sub-adviser.
b. The Adviser and the Fund and their agents shall
cease to use the name "Mesirow" promptly upon termination
of this Agreement with respect to the Fund, and the Fund
shall promptly amend, and, if necessary, file such
amendment to, any applicable organizational document,
changing its name so that the name "Mesirow" is not
included in the name of the Fund.
c. The Sub-adviser shall not use the name of the
Fund, Alternative Strategies Group, Inc. or Xxxxx Fargo &
Company or any combination or derivation thereof in any
material relating to the Sub-adviser in any manner not
approved prior thereto by the Adviser.
d. Subject to Section 2(e), for so long as this
Agreement remains effective, the Adviser and the Fund
shall have a royalty-free license to use the track record
of the Sub-adviser with respect to its management of
Mesirow Alternative Strategies Fund, L.P., as provided to
the Adviser by the Sub-adviser, in the Fund's offering
materials, provided that such use is in compliance with
all applicable law.
6. Liability and Indemnification.
a. Absent willful misfeasance, bad faith, gross
negligence, or reckless disregard of the Sub-adviser's
obligations or duties hereunder (collectively, "Disabling
Conduct"), the Sub-adviser shall not be liable for any
act or omission in the course of, or connected with,
rendering services hereunder or for any losses that may
be sustained in the purchase, holding or sale of any
security or the entering into of any transaction.
Subject to the foregoing, nothing herein shall constitute
a waiver of any rights or remedies that the Fund may have
under any federal or state securities laws.
b. The Sub-adviser shall indemnify the Fund, the
Adviser, and each of their respective Managers, officers,
employees, shareholders, agents and any other person or
entity affiliated with the Adviser, against, and hold
them harmless from, any costs, expense, claim, loss,
liability, judgment, fine, settlement or damage
(including reasonable legal and other expenses)
(collectively, "Losses") arising out of any claim,
demand, action, suit or proceeding (civil, criminal,
administrative or investigative) asserted or threatened
to be asserted by any third party (collectively,
"Proceedings") in so far as such Loss (or actions with
respect thereto) (i) arises out of or is based upon or in
connection with any material misstatement or omission of
a material fact in information regarding the Sub-adviser
furnished in writing to the Adviser or the Fund by the
Sub-adviser; (ii) arises out of or is based upon any
material breach of any of the representations or
obligations of the Sub-adviser under this Agreement; or
(iii) arises out of or is based upon the Sub-adviser's
Disabling Conduct.
c. The Fund (to the extent permitted by applicable
law) and the Adviser shall indemnify the Sub-adviser and
the Sub-adviser's officers, directors, partners, agents,
employees, controlling persons, shareholders and any
other person or entity affiliated with the Sub-adviser
against, and hold them harmless from, any and all Losses
(or actions with respect thereto) from any Proceedings
arising from the Sub-adviser's providing services under
this Agreement or the sale of securities of the Fund,
except where the Sub-adviser would be obligated to
indemnify the Fund or the Adviser under Section 6(b)
hereof.
d. Notwithstanding anything herein to the contrary,
the Sub-adviser shall not be responsible for, and shall
be indemnified by the Fund and the Adviser from, (i) any
liability with respect to or arising from investment of
the Fund's assets in the sub-trusts of the HFR Umbrella
Trust (collectively, the "HFR Trusts") that are not or
have not been recommended by the Sub-adviser for
investment by the Fund (provided that, the Sub-adviser
shall be deemed to have recommended investment of the
Fund's assets in each of the HFR Trusts that is not
recommended by the Sub-adviser for withdrawal and not
included by the Sub-adviser on a termination report for
the Fund before March 31, 2012); (ii) any Losses (or
actions with respect thereto) arising in connection with
the Fund's investment operations, or actions by the
Adviser or the Fund, prior to the effective date of this
Agreement, including investments, operations, or actions
prior to the effective date of this Agreement that
continue in force and effect after the effective date of
this Agreement; (iii) any liability with respect to the
charges or fees, or the acts, omissions, or other conduct
of the Fund's custodians, broker-dealers, administrators
or other service providers (if any); or (iv) any loss
that the Fund may suffer by reason of any investment
decision made or other action taken or omitted in good
faith by the Sub-adviser and arising from the Sub-
adviser's adherence to the Investment Guidelines or other
instructions from the Adviser or the Fund, except where
the Sub-adviser would be obligated to indemnify the Fund
or the Adviser under Section 6(b) hereof and as otherwise
provided by applicable law, including the Advisers Act.
e. In the event that any party hereto is or
becomes a party to any action or proceeding in respect of
which it may be entitled to seek indemnification
hereunder ("Indemnitee"), the Indemnitee shall promptly
notify any other party from whom the Indemnitee may seek
indemnification hereunder ("Indemnitor"). The Indemnitor
shall be entitled to participate in any such suit or
proceeding and, to the extent that it may wish, to assume
the defense thereof with counsel reasonably satisfactory
to the Indemnitee. Notwithstanding the preceding
sentence, the Indemnitee shall be entitled to employ
counsel separate from the Indemnitor's counsel and from
any other party in such action if the Indemnitee
determines in good faith that a conflict of interest
exists which makes counsel chosen by the Indemnitor not
advisable or if the Indemnitee reasonably determines that
the Indemnitor's assumption of the defense does not
adequately represent the Indemnitee's interest. In such
event the Indemnitor will pay the fees and disbursements
of such separate counsel, but in no event shall the
Indemnitor be liable for the fees and expenses of more
than one counsel for the Indemnitee in connection with
any one action or separate but similar or related actions
in the same jurisdiction arising out of the same general
allegations or circumstances.
f. The termination of a Proceeding by settlement or
upon a plea of nolo contendere, or its equivalent, shall
not, of itself, create a presumption that an Indemnitee's
acts, omissions or alleged acts or omissions were
primarily attributable to the bad faith, gross negligence
or willful misconduct of such Indemnitee. The Indemnitor
shall not be liable hereunder for any settlement of any
action or claim effected without its written consent
thereto.
7. Sub-adviser Conflicts. The Sub-adviser will not
receive any compensation from a Portfolio Manager that
manages a Portfolio Fund that the Sub-adviser recommends
to the Adviser as a result of or in connection with such
recommendation without first notifying the Adviser of
such compensation arrangement. The Adviser and the Fund
understand that the investments recommended by the Sub-
adviser may not be profitable, and it is possible that
losses, including a total loss, may be incurred with
respect to any or all such investments.
8. Sub-adviser Insurance. The Sub-adviser agrees
that it will maintain at its own expense an Errors and
Omissions insurance policy with respect to the Sub-
adviser in an amount not less than $10 million and
Commercial General Liability insurance in a commercially
reasonable amount. The foregoing policies shall be
issued by insurance companies that are acceptable to the
Board. The minimum required amounts set forth in this
insurance provision are not to be construed as a
limitation on the Sub-adviser's liability under this
Agreement. Any and all deductibles specified in the
above-referenced insurance policies shall be assumed by
the Sub-adviser.
9. Representations of the Sub-adviser. The Sub-
adviser represents, warrants and covenants as follows:
a. It is duly organized, validly existing, and in
good standing under the laws of the jurisdiction of its
organization, and is qualified in each jurisdiction in
which failure to be so qualified would reasonably be
expected to have a material adverse effect upon it.
b. It has full power and authority to enter into
this Agreement and to perform its obligations under this
Agreement.
c. This Agreement has been duly and validly
authorized, executed, and delivered by it and is
enforceable against it in accordance with its terms.
d. The Sub-adviser (i) is registered as an
investment adviser under the Advisers Act and will
continue to be so registered for so long as this
Agreement remains in effect; (ii) is not prohibited by
the 1940 Act or the Advisers Act from performing the
services contemplated by this Agreement; (iii) has
appointed a Chief Compliance Officer under Rule 206(4)-7
under the Advisers Act; (iv) has adopted written policies
and procedures that are reasonably designed to prevent
violations of the Advisers Act from occurring, detect
violations that have occurred, and correct promptly any
violations that have occurred, and will provide notice
promptly to the Adviser of any such violations relating
to the Fund; (v) has materially met and will seek to
continue to materially meet for so long as this Agreement
remains in effect, any other applicable federal or state
requirements, or the applicable requirements of any
regulatory or industry self-regulatory agency; and (vi)
will promptly notify the Adviser of the occurrence of any
event that would disqualify the Sub-adviser from serving
as an investment adviser of an investment company
pursuant to Section 9(a) of the 1940 Act or otherwise.
e. The Sub-adviser has adopted a written code of
ethics complying with the requirements of Rule 17j-1
under the 1940 Act and will provide the Adviser with a
copy of the code of ethics. Within 60 days of the end of
each calendar quarter that this Agreement is in effect, a
duly authorized officer of the Sub-adviser shall certify
to the Adviser that the Sub-adviser, including its
personnel, has complied with the requirements of Rule
17j-1 during the previous year and that there has been no
material violation of the Sub-adviser's code of ethics
or, if such a violation has occurred, that appropriate
action was taken in response to such violation. The Sub-
adviser will report quarterly, in reasonable detail, any
material violations of law or the Sub-adviser's code of
ethics related to the Fund, or matters impacting the Sub-
adviser's ability to comply with applicable law or the
Sub-adviser's ability to perform under this Agreement,
and the action taken in response to such violations or
matters.
f. To the best of its knowledge, there are no
pending, threatened, or contemplated in writing actions,
suits, proceedings, or investigations before or by any
court, governmental, administrative or self-regulatory
body, board of trade, exchange, or arbitration panel to
which it or any of its directors, officers, employees,
partners, shareholders, members or principals, or any of
its affiliates is a party or to which it or its
affiliates or any of its or its affiliates' assets are
subject, nor has it or its affiliates received any notice
of an investigation, inquiry, or dispute by any court,
governmental, administrative, or self-regulatory body,
board of trade, exchange, or arbitration panel regarding
any of its or their activities which might reasonably be
expected to result in a material adverse change in its
condition (financial or otherwise), business, or which
might reasonably be expected to impair its ability to
discharge its obligations under this Agreement.
g. It has all governmental, regulatory, self-
regulatory, and exchange licenses, registrations,
memberships, and approvals required to act as an
investment adviser to the Fund and it will obtain and
maintain any such required licenses, registrations,
memberships, and approvals.
h. The Sub-adviser will provide the Adviser and the
Fund with a copy of its Form ADV Parts 2a and 2b and
promptly furnish a copy of all amendments thereto to the
Adviser and the Fund.
i. The Sub-adviser will promptly notify the Adviser
if any one of the following individuals cease to
participate directly in the day-to-day management of the
Sub-adviser: Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxx, Xxxxxx
Xxxxxx, and Xxxx X. Xxxxxx; provided, however, that the
Sub-adviser may, from time to time, provide written
notice to the Adviser of a change to the then-existing
list of key persons and such change shall be deemed
agreed if not disputed in writing by the Adviser within
thirty (30) days of receipt of such notice from the Sub-
adviser.
j. The information provided by the Sub-adviser to
the Adviser or the Fund in writing shall not, to the
knowledge of the Sub-adviser, contain an untrue statement
of a material fact or omit to state a material fact
necessary to make the information not misleading.
k. If, at any time during the term of this
Agreement, it discovers any fact or omission, or any
event or change of circumstances has occurred, which
would make any of its representations and warranties in
this Agreement inaccurate or incomplete in any material
respect, it will provide immediate written notification
to the Adviser of such fact, omission, event, or change
of circumstance, and the facts related thereto, and it is
agreed that the failure to provide such notification of
the failure to continue to be in compliance with the
foregoing representations and warranties shall be deemed
a material breach of this Agreement.
l. The Sub-adviser will not invest the Fund's
portfolio in any Portfolio Fund that does not provide the
Fund and the Adviser with the position-based portfolio
level transparency that is necessary to generate the
reports under Section 9(m) on an ongoing basis, either
directly or through a Transparency Aggregator, and
further provided that such information shall be supplied
by an independent third party, such as the Portfolio
Fund's custodian, prime broker or administrator, and not
by the Portfolio Fund itself or its Portfolio Manager.
For the avoidance of doubt, "position-based portfolio
level transparency" refers either to individual positions
of Portfolio Funds supplied to the Sub-adviser and the
Adviser by an independent party or to aggregated
information at the Portfolio Fund level (and not
transparency to individual positions of Portfolio Funds)
supplied to the Sub-adviser and the Adviser by a
Transparency Aggregator based upon individual positions
of Portfolio Funds supplied to the Transparency
Aggregator by an independent party.
m. The Sub-adviser will provide, or will ensure
that a Transparency Aggregator or some other independent
third-party provides, the Adviser with the following: (i)
electronic access to the web-based interface of any
separate account provider (e.g., a Portfolio Manager) and
Transparency Aggregator, subject to the terms and
conditions of the provider or the Transparency
Aggregator, respectively; (ii) monthly risk reports for
the Fund's portfolio in the form agreed to by the Adviser
and the Sub-adviser from time to time, (iii) monthly
reports of the Fund's aggregate portfolio level exposure,
to be delivered within the number of Business Days agreed
upon by the parties following month-end (it is understood
that underlying positions will not be identifiable), (iv)
monthly listing of the Portfolio Funds in which, and/or
the Portfolio Managers with whom, the Fund is invested
within 5 Business Days of month-end, (v) IRRs for each
Portfolio Fund in which, and/or each Portfolio Manager
with whom, the Fund is invested, (vi) monthly reporting
of the percentage of the outstanding voting securities of
a Portfolio Fund that are held by the Fund, and, a
detailed institutional reporting package in the form to
be agreed in a separate agreement, (vii) a monthly
certification that the percentage of the outstanding
voting securities, non-voting securities or net assets of
a Portfolio Fund that are held in the aggregate by the
Fund and any other account managed by the Sub-adviser
each are less than 25% of that Portfolio Fund's
outstanding voting securities, non-voting securities or
net assets, and (viii) monthly reports on each Portfolio
Fund as to the amount and composition of the Portfolio
Fund's gross income in sufficient detail to allow the
Fund to test for compliance with the applicable
requirements of Subchapter M of the Code.
n. Notwithstanding anything herein to the contrary,
the Sub-adviser shall not be responsible for providing
(i) the Investment Recommendations Report (a) with
respect to assets listed on a termination report, or (b)
with respect to the any assets of the Fund invested in
the HFR Trusts that are not, or have not been, or are not
deemed to be recommended by the Sub-adviser (as described
in Section 6(b) above), or (ii) with respect to the HFR
Trusts, information specified in Section 9(m) above that
the HFR Trusts will not supply to the Sub-adviser.
o. For calendar year 2011 tax reporting, the Sub-
adviser will invest only in or with Portfolio Funds that
can provide a final K-1 tax report to the Fund by March
10, 2012. Furthermore, the Sub-adviser will strive to
obtain 1099 tax reporting for the Fund by March 31, 2012,
or such later date as may be agreed among the Adviser and
the Sub-adviser, for calendar years 2012 and beyond. In
the event that 1099 tax reporting is not obtained by
March 31, 2012 or such other agreed-upon date, the Sub-
adviser will continue to invest only in or with Portfolio
Funds that can provide a final K-1 tax report to the Fund
by a date in March to be agreed upon by the parties for
calendar year 2012 and all subsequent tax years or in
Portfolio Funds that are "passive foreign investment
companies" under the Code.
10. Representations of the Adviser and the Fund.
The Adviser and the Fund (each for itself only)
represent, agree, warrant and covenant as follows:
a. The Adviser is duly organized, validly existing,
and in good standing as a corporation under the laws of
the State of North Carolina. The Fund is duly organized,
validly existing, and in good standing as a limited
liability company under the laws of the State of
Delaware. Each of the Adviser and the Fund is qualified
in each jurisdiction in which failure to be so qualified
would reasonably be expected to have a material adverse
effect upon it.
b. Each of the Adviser and the Fund has full power
and authority to enter into this Agreement and to perform
its obligations under this Agreement.
c. This Agreement has been duly and validly
authorized, executed and delivered by the Adviser and the
Fund and is enforceable against the Adviser and the Fund
in accordance with its terms.
d. The Adviser (i) is registered as an investment
adviser under the Advisers Act and will continue to be so
registered for so long as this Agreement and the
Adviser's investment advisory agreement with the Fund
remain in effect, (ii) is not prohibited by the Advisers
Act from performing the services contemplated by the
Adviser's investment advisory agreement with the Fund,
(iii) has appointed a Chief Compliance Officer under Rule
206(4)-7 under the Advisers Act, (iv) has adopted written
policies and procedures that are reasonably designed to
prevent violations of the Advisers Act from occurring,
detect violations that have occurred, and correct
promptly any violations that have occurred, (v) has met
and will seek to continue to meet for so long as this
Agreement remains in effect, any other applicable federal
or state requirements, or the applicable requirements of
any regulatory or industry self-regulatory agency, and
(vi) will promptly notify the Sub-adviser of the
occurrence of any event that would disqualify the Adviser
from registration as an investment adviser. The Adviser
will report quarterly to the Sub-adviser, in reasonable
detail, any material violations of law related to the
Fund and the action taken in response to such violations.
e. To the best of their knowledge, there are no
pending, threatened, or contemplated actions, suits,
proceedings, or investigations before or by any court,
governmental, administrative, or self-regulatory body,
board of trade, exchange, or arbitration panel to which
either of them or their affiliates is a party or to which
either of them, their affiliates or any of their assets
are subject, nor has either of them or any of their
affiliates received any notice of an investigation,
inquiry, or dispute by any court, governmental,
administrative, or self-regulatory body, board of trade,
exchange, or arbitration panel regarding any of their
respective activities which might reasonably be expected
to result in a material adverse change in the Adviser's
or the Fund's condition (financial or otherwise),
business, or prospects or which might reasonably be
expected to impair the Adviser's or the Fund's ability to
discharge its obligations under this Agreement.
f. The Adviser has all governmental, regulatory,
self-regulatory, and exchange licenses, registrations,
memberships, and approvals required to act as investment
adviser to the Fund and it will obtain and maintain any
such required licenses, registrations, memberships, and
approvals. The Fund has all governmental, regulatory,
self-regulatory, and exchange licenses, registrations,
memberships, and approvals required to operate as an
investment fund as described in its Governing Documents,
and it will obtain and maintain any such required
licenses, registrations, memberships, and approvals. The
Fund has obtained all investor consents and approvals
necessary or advisable to complete the transactions
contemplated by this Agreement. Each of the Adviser and
the Fund acknowledge and agree that the Adviser, and not
the Sub-adviser, shall be responsible for making any and
all necessary filings, registrations, or other
disclosures required to be made under applicable law
(whether to be made to any governmental agency, the
members of the Fund, or otherwise) with respect to the
operation and management of the Fund.
g. The information provided by the Adviser and/or
the Fund to the Sub-adviser (including, but not limited
to, the information in the Governing Documents) shall
not, to the knowledge of the Adviser and the Fund,
contain an untrue statement of a material fact or omit to
state a material fact necessary to make the information
not misleading.
h. The Adviser will promptly notify the Sub-adviser
if the Adviser ceases to serve as the adviser to the
Fund.
i. The Adviser shall provide the Sub-adviser with a
list of all broker-dealer affiliates of the Adviser, and
shall promptly notify the Sub-adviser of any additions,
deletions or modifications thereto.
j. The Adviser shall timely furnish the Sub-adviser
with such additional information as may be reasonably
necessary for or reasonably requested by the Sub-adviser
to perform its responsibilities pursuant to this
Agreement.
k. To the best of the Adviser's and the Fund's
knowledge, each of the Adviser and the Fund is in
compliance with all applicable anti-money laundering
laws, rules, and regulations.
l. If, at any time during the term of this
Agreement, it discovers any fact or omission, or any
event or change of circumstances has occurred, which
would make any of its representations and warranties
herein inaccurate or incomplete in any material respect,
it will provide immediate written notification to the
Sub-adviser of such fact, omission, event, or change of
circumstance, and the facts related thereto, and it is
agreed that the failure to provide such notification of
the failure to continue to be in compliance with the
foregoing representations and warranties shall be deemed
a material breach of this Agreement.
11. Renewal, Termination and Amendment. This
Agreement shall continue in effect for a period of longer
than two years from the date of its execution only so
long as such continuance is specifically approved
annually either by the Board or by vote of a majority of
outstanding voting securities of the Fund; provided that
in either event such continuance shall also be approved
by vote of the Managers who are not "interested persons"
of the Fund (as defined in the 0000 Xxx) or of any person
party to this Agreement, cast in person at a meeting
called for the purpose of such approval. This Agreement
may be terminated at any time without payment of any
penalty, by the Board or by a vote of a majority of the
outstanding voting securities of the Fund, upon 60 days
prior written notice to the Sub-adviser, or upon such
shorter notice as may be mutually agreed upon in writing
by the parties hereto. This Agreement may also be
terminated, without the payment of any penalty, by either
the Adviser or the Sub-adviser (i) upon 90 days prior
written notice to the non-terminating party and the Fund;
(ii) upon material breach of any representation or
warranty set forth in this Agreement by (A) the non-
terminating party or (B) in the case of a termination by
the Sub-adviser, the Fund, in each case if such breach
has not been cured within seven days after written notice
of such breach; or (iii) immediately if, in the
reasonable judgment of the terminating party, (A) the
non-terminating party or (B) in the case of a termination
by the Sub-adviser, the Fund, has become unable to
discharge its duties and obligations under this
Agreement, including in the case of the non-terminating
party's or the Fund's insolvency. This Agreement shall
terminate automatically and immediately upon termination
of the investment advisory agreement between the Adviser
and the Fund. This Agreement shall terminate
automatically and immediately in the event of its
assignment. The terms "assignment" and "vote of a
majority of the outstanding voting securities" shall have
the meaning set forth for such terms in the 1940 Act.
This Agreement may be amended at any time in writing by
the Sub-adviser and the Adviser, subject to approval by
the Board and, if required by applicable SEC rules and
regulations, a vote of a majority of the Fund's
outstanding voting securities.
If the shareholders of the Fund fail to approve this
Agreement or any continuance of the Agreement where such
approval is required by applicable law, the Sub-adviser
will continue to act, for the compensation described
herein (subject to applicable law), as investment sub-
adviser with respect to the Fund pending the required
approval of the Agreement or its continuance or of any
contract with the Sub-adviser or a different adviser or
sub-adviser or other definitive action; provided, that
the compensation received by the Sub-adviser in respect
of the Fund during such period is in compliance with Rule
15a-4 under the 1940 Act.
In the event of termination of this Agreement, those
paragraphs of this Agreement which govern conduct of the
parties' future interactions with respect to the Sub-
adviser having provided investment management services to
the Fund for the duration of this Agreement, including,
but not limited to, Sections 5, 6, 12, 16 and 17, shall
survive such termination of this Agreement.
12. Confidential Relationship. Each party agrees
that it shall exercise the same standard of care that it
uses to protect its own confidential and proprietary
information, but no less than reasonable care, to protect
the confidentiality of the Confidential Information (as
defined below) of the other parties hereto. As used
herein, the "Confidential Information" of a party means
the confidential and proprietary information of that
party and its affiliates and agents (collectively, the
"Disclosing Party") that is received by another party
hereto or its affiliates or agents (collectively, the
"Receiving Party") in connection with this Agreement.
For the avoidance of doubt, (a) the terms of this
Agreement are not Confidential Information and this
Agreement may be filed by the Fund with the SEC as part
of the Fund's registration statement on Form N-2 and any
proxy statement filed by the Fund seeking shareholder
approval of this Agreement; (b) any analysis,
compilation, study or other document prepared by a party
which contain or otherwise reflect, refer to or
incorporate any Confidential Information will itself be
Confidential Information; (c) information with regard to
the portfolio holdings and characteristics of the portion
of the Fund allocated to the Sub-adviser that the Sub-
adviser manages under the terms of this Agreement shall
constitute Confidential Information; and (d) information
relating to the Portfolio Funds and Portfolio Managers,
including the fact that the Sub-adviser invests in or
with any specifically identified Portfolio Fund or
Portfolio Manager, shall constitute Confidential
Information of the Sub-adviser. The Receiving Party will
restrict access to the Confidential Information to those
employees of the Receiving Party who will use it only for
the purpose of fulfilling its obligations under this
Agreement, and the Receiving Party will be obligated to
ensure that it is used only for such purpose. The
foregoing shall not prevent the Receiving Party from
disclosing Confidential Information that is: (a) publicly
known or becomes publicly known through no act of the
Receiving Party in violation of this Agreement, (b)
available to the Receiving Party on a non-confidential
basis from a source other than the Disclosing Party prior
to receipt in accordance with this Agreement, provided
that such information is not known by the Receiving Party
to be subject to another confidentiality agreement with
or other obligation of secrecy to the Disclosing Party or
another party; (c) approved in writing by the Disclosing
Party for disclosure, which approval shall not be
unreasonably withheld, or (d) required to be disclosed
pursuant to a requirement of a governmental agency or law
so long as the Receiving Party provides the Disclosing
Party with prompt written notice of such requirement
prior to any such disclosure, if such notice is permitted
by applicable law, except that, notwithstanding anything
herein, the Fund or the Adviser may include any
information relating to this Agreement required to be
included in any filing mandated by any governmental
agency or regulator, including the SEC, the Internal
Revenue Service and any state taxing authority.
13. Notices. Any notice under this Agreement must
be given in writing as provided below or to another
address, facsimile number, or electronic mail address as
either party may designate in writing to the other. Any
notice shall be sufficiently given when: (a) sent by
registered or certified mail, postage prepaid, and
effective within five days of properly mailing such
notice; or (b) sent via internationally recognized
overnight courier, facsimile, or electronic mail, and
effective within one day so long as the party sending
notice via facsimile does not receive a notice of failure
of the facsimile, via electronic mail does not receive a
notice of delay or failure from the recipient's server,
or via courier does not receive a notice of delay or
failure through problems at the courier.
Sub-adviser:
Mesirow Advanced Strategies, Inc.
000 X. Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xx 00000
Attention: Xxxxxxx X. Xxxxxxx and Xxxxxxx Xxxxx
with a copy to: xxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx
Adviser:
Xxxx Xxxxxx
Alternative Strategies Group, Inc.
000 X. Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Fax: 000-000-0000
with a copy to:
Xxxxx Xxxxxxx
Xxxxx Fargo
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Fax: (000) 000-0000
14. Severability. If any provision of this
Agreement is held by any court to be invalid, void or
unenforceable, in whole or in part, the other provisions
shall remain unaffected and shall continue in full force
and effect, provided that the Agreement, as so modified,
continues to express, without material change, the
original intent of the parties and deletion of such
provision will not substantially impair the respective
rights and obligations of the parties, and if any
provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other
persons and circumstances.
15. Business Continuity. The Sub-adviser
shall maintain a business continuity plan reasonably
designed to minimize business disruptions or delays. The
Sub-adviser shall provide a descriptive summary of its
plan to the Fund.
16. Miscellaneous. Each party agrees to perform
such further actions and execute such further documents
as are reasonably necessary to effectuate the purposes
hereof. To the extent that state law is not preempted by
the provisions of any law of the United States of
America, all matters arising under or related to this
Agreement shall be governed by, construed, interpreted
and enforced in accordance with the internal laws of the
State of New York, without regard to principles of
conflicts of law. Each party consents to the non-
exclusive jurisdiction of the federal and state courts
located in the Borough of Manhattan, New York, New York
in respect of any dispute arising out of or relating to
this Agreement. The captions in this Agreement are
included for convenience only and in no way define or
delimit any of the provisions hereof or otherwise affect
their construction or effect. This Agreement may be
executed in several counterparts, all of which together
shall for all purposes constitute one agreement, binding
on the parties.
17. Non-Solicitation. No business unit of the
Adviser, and no investment advisory business unit of an
investment advisory affiliate of the Adviser, with which
Sub-adviser has had material contact or dealings in
connection with the matters contemplated by this
Agreement (such business units, the "Adviser Business
Units") shall, without the prior written consent of the
Sub-adviser, solicit any current or former Sub-adviser
officer or employee to seek or accept employment with the
Advisor or any affiliate of the Adviser. No business
unit of the Sub-adviser, and no investment advisory
business unit of an investment advisory affiliate of the
Sub-adviser, with which Adviser has had material contact
or dealings in connection with the matters contemplated
by this Agreement (such business units, the "Sub-adviser
Business Units") shall, without the prior written consent
of Adviser, solicit any current or former Adviser
Business Unit officer or employee to seek or accept
employment with the Sub-advisor or any affiliate of the
Sub-adviser. For purposes of this Section, a former
officer or employee who has not served in such capacity
at any time within the twelve month period ending on any
relevant date of determination shall not be considered a
former officer or employee. This Section 17 shall
survive the termination of this Agreement.
18. Entire Agreement, Amendments, Modifications and
Waivers. This Agreement sets forth the entire agreement
and understanding of the parties hereto to the matters
set forth herein. All prior discussions, negotiations
and agreements, whether oral or written, with respect to
the subject matter hereof are superseded hereby. No
amendment or modification of the terms of this Agreement
shall be valid and binding unless set forth in a written
instrument signed by all parties hereto. No waiver shall
be deemed to have been granted or created by any course
of conduct or acquiescence, and no waiver shall be
enforceable against either party hereto unless in writing
and signed by the party against which such waiver is
claimed.
(Signature page follows.)
IN WITNESS WHEREOF, the parties have duly executed
this Agreement as of the date first written above.
ASGI MESIROW INSIGHT FUND, LLC
By:
_______________________________
Name: Xxxx X Xxxxxx
Title: President
ALTERNATIVE STRATEGIES GROUP, INC.
By:
_______________________________
Name: Xxxx X. Xxxxxx
Title: President
MESIROW ADVANCED STRATEGIES, INC.
By:
_______________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Managing Director
