ALTERNATIVE STRATEGIES GROUP, INC. Charlotte, NC 28202
ALTERNATIVE STRATEGIES GROUP, INC.
000 Xxxxx Xxxxx Xxxxxx
Charlotte, NC 28202
As of September 21, 2011
XXXX XXXXXX MULTI-STRATEGY FUND, LLC
c/o Alternative Strategies Group, Inc.
000 Xxxxx Xxxxx Xxxxxx
Charlotte, NC 28202
With reference to (i) the Advisory Agreement dated as of December 10, 2010 by and between Alternative Strategies Group, Inc. (the “Advisor”) and XXXX Xxxxxx Multi-Strategy Fund, LLC (the “Fund”), and (ii) the Expense Limitation Agreement (the “Prior Expense Limitation Agreement”) dated as of December 10, 2010 by and between the Advisor and the Fund, we hereby agree as follows:
1. Up to and including January 31, 2013, the Advisor agrees to waive its fees and/or reimburse the Fund for its expenses to the extent necessary to limit the total annualized expenses of each Class of units of the Fund (excluding the Fund’s borrowing and other investment-related costs and fees (including any underlying manager fees and expenses), taxes, litigation and indemnification expenses, judgments and other extraordinary expenses not incurred in the ordinary course of the Fund’s business and the distribution and servicing fees (often referred to as Rule 12b-1 Fees) applicable to the Fund’s Class A units), including, for the avoidance of doubt, the Fund’s start-up, offering and organizational expenses, to 1.00% annually of the Fund’s average net assets attributable to each Class of units (2.25% annually, including the Advisor’s management fee).
2. The Advisor shall be permitted to recover fees and expenses it has waived or borne hereunder from the applicable Class or Classes of units and under the terms of the Prior Expense Limitation Agreement subsequent to the effective date of this agreement (whether through reduction of its fees or otherwise) in later periods to the extent that the Fund’s expenses with respect to the applicable Class of units fall below the annual rate set forth in any then-applicable expense limitation agreement; provided, however, that the Fund is not obligated to pay any such deferred fees or expenses more than three years after the end of the fiscal year in which the fee or expense was deferred.
3. During the periods covered by this letter agreement, the expense limitation arrangement set forth above may only be modified by a majority vote of the “non-interested” Managers of the Fund (as defined under the Investment Company act of 1940, as amended (the “1940 Act”)).
4. We understand and intend that you will rely on this undertaking in preparing and filing amendments to the Registration Statement on Form N-2 for the Fund with the
Securities and Exchange Commission, in accruing the Fund’s expenses for purposes of calculating its net asset value per unit and for other purposes permitted under Form N-2 and/or the 1940 Act, and expressly permit you to do so.
Very truly yours,
ALTERNATIVE STRATEGIES GROUP, INC.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President
ACCEPTED AND AGREED TO ON BEHALF OF:
XXXX XXXXXX MULTI-STRATEGY FUND, LLC
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President
