FIRST AMENDMENT
TO
SUBADVISORY AGREEMENT
THIS FIRST AMENDMENT TO SUBADVISORY AGREEMENT
made as of the 18 day of December, 2009.
BY AND BETWEEN:
GROSVENOR CAPITAL MANAGEMENT, L.P.,
an Illinois limited partnership ("Subadviser")
BANC OF AMERICA INVESTMENT ADVISORS, INC.,
a Delaware corporation ("Adviser")
COLUMBIA MANAGEMENT MULTI-STRATEGY
HEDGE FUND, LLC (to be known as of the Effective Date (as
defined below) as Grosvenor Registered Multi-Strategy
Master Fund, LLC), a Delaware limited liability company
(the "Fund")
WHEREAS, the Subadviser, the Adviser (formerly known as Liberty
Asset Management Company) and the Fund are parties to that certain
Subadvisory Agreement dated as of December 3, 2004 (the
"Agreement"); and
WHEREAS, such parties wish to amend the Agreement in the manner
set forth herein;
NOW, THEREFORE, effective upon the consummation of the Plan and
Agreement of Reorganization and Merger (the "Reorganization") among
the Fund, Grosvenor Registered Multi-Strategy Fund (TI 1), LLC and
Grosvenor Registered Multi-Strategy Fund NewSub, LLC (the "Effective
Date"), and in consideration of the premises and for other good and
valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto, intending to be legally bound hereby, agree as
follows:
1. Schedule A is amended and restated in the manner attached
hereto as Exhibit 1, to, among other things, eliminate
payment by the Fund to the Subadviser of an Incentive
Allocation. Upon the Effective Date, the Subadviser 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.
2. The addresses set forth in Section 16(c) of the Agreement are
amended to read as follows:
(i) if to Subadviser, to it at:
Grosvenor Capital Management, L.P.
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
XXX
Attention: Xxxx Xxxxxxx
Facsimile: (000) 000-0000
(ii) if to Adviser, to it at:
Banc of America Investment Advisors, Inc.
000 Xxxx Xxxxx Xxxx, Xxxx Xxxxxxxx
Xxxxxxxx, XX 00000
XXX
Attention: Xxxxxx X. Xxxx
Facsimile: (000) 000-0000
(iii) if to the Fund, to it at:
Columbia Management Multi-Strategy Hedge Fund, LLC
000 Xxxx Xxxxx Xxxx, Xxxx Xxxxxxxx
Xxxxxxxx, XX 00000
XXX
Attention: Xxxxxx X. Xxxx
Facsimile: (000) 000-0000
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. Any future modification of the Agreement that would
reinstate the Incentive Allocation or otherwise constitute a
material amendment to the Agreement shall be required to be
approved by the members of the Fund.
5. Except as hereby amended, the terms and provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF the parties hereto have entered into this First
Amendment as of the date first above written.
BANC OF AMERICA INVESTMENT ADVISORS, INC.
By:_/s/ Xxxxxx X. Suss_______________________
Name: Xxxxxx X. Xxxx
Title: Senior Vice President
GROSVENOR CAPITAL MANAGEMENT, L.P.
By: GCM, L.L.C., its General Partner
By: Grosvenor Holdings, L.L.C., Its Manager
By:_/s/ Xxxx Meister_________________________
Name: Xxxx Xxxxxxx
Title: Vice President
COLUMBIA MANAGEMENT MULTI-STRATEGY
HEDGE FUND, LLC
By:_/s/ Xxxxxx X. Suss_____________________
Name: Xxxxxx X. Xxxx
Title: President
Exhibit 1
SCHEDULE A
COMPENSATION
Capitalized terms used in this Schedule A but not defined
herein or elsewhere in this Agreement shall have the meanings
given them in the Fund's Operating Agreement, as in effect from
time to time.
The compensation payable by Adviser to Subadviser under
this Agreement shall, on and after the Effective Date, consist
of the following:
1. Subadvisory Fee. Adviser will pay to Subadviser a
subadvisory fee (the "Subadvisory Fee"), monthly in
arrears. The Subadvisory Fee is calculated at the
annual rate of 0.750% (representing 75% of the total
Advisory Fees charged to the Fund by the Adviser) of
the net asset value of the Designated Assets as of the
last business day of each month. On or before the
thirtieth calendar day of each month, the Fund will
calculate an amount (the "Monthly Subadvisory Fee")
equal to 0.0625% of the net asset value of the
Designated Assets as of the last business day of the
previous month, determined before giving effect to the
payment of the Fund's accrued Monthly Advisory Fee
being calculated or to any repurchases or
distributions as of such date or any capital
contributions made on such date (such capital
contributions being deemed to be made as of the next
day). Adviser will pay the Monthly Subadvisory Fee
for each month to Subadviser on or before the
thirtieth day of the following month. The Monthly
Subadvisory Fee shall be calculated on a pro rata
basis in the case of any partial months.
Within 60 days after the Fund's fiscal year end, the
Fund will cause its (and the Designated Assets') net
asset value as of the last business day of each month
in such fiscal year to be reviewed. Based on the
review, the Monthly Subadvisory Fee for each month in
such fiscal year shall be recalculated. If the sum of
the Monthly Subadvisory Fees (as recalculated) for
such fiscal year exceeds the amounts paid already by
Adviser to Subadviser in respect of such Monthly
Subadvisory Fees, then Adviser shall pay the amount of
such excess to Subadviser within 45 days after the
completion of the review. If the sum of the Monthly
Subadvisory Fees (as recalculated) for such fiscal
year is less than the amounts paid already by Adviser
in respect of such Monthly Subadvisory Fees, then
Adviser shall reduce the amount of the next Monthly
Subadvisory Fee paid by it to Subadviser by the amount
of such deficit (and, if necessary to fully account
for such deficit, subsequent Monthly Subadvisory
Fees). The Subadviser shall be entitled to review the
monthly calculations and annual recalculation and all
records and documents of the Fund supporting such
calculations and recalculation.
2. Reimbursement of Certain Expenses. Within 30 days of
the Fund's receipt of reasonably detailed documentary
evidence of its reasonably allocated portion of
Subadviser's out-of-pocket costs and expenses incurred
(the "Reimbursement Request") on behalf of or for the
benefit of the Fund for research and due diligence
costs (including, without limitation, professional
fees and expenses paid to third-party advisors who
assist Subadviser in conducting operational due
diligence) and technology expenses (including, without
limitation, computer software licensing, development,
purchasing, programming and operating costs), (in each
case, whether internal costs or expenses reasonably
allocated or external costs or expenses), the Fund
shall pay to the Subadviser the amount of such costs
and expenses up to, but not in excess of, the
following amounts, based upon the following levels of
the Fund's assets under management as of the calendar
month-end immediately preceding the date of the
Reimbursement Request:
* 5 basis points of the Fund's total assets if such
assets are less than or equal to $25 million;
* 3 basis points of the Fund's total assets if such
assets are in excess of $25 million but less than or
equal to $50 million;
* 2 basis points of the Fund's total assets if such
assets are in excess of $50 million but less than or
equal to $200 million; and
* 1 basis point of the Fund's total assets if such
assets are in excess of $200 million.
Notwithstanding the foregoing, in no event shall (i)
the total amount paid by the Fund to reimburse
Subadviser for such expenses exceed $25,000 in any
given calendar year, (ii) Subadviser seek
reimbursement of any expenses from the Fund for which
it does not seek reimbursement from all of its other
clients (excluding Grandfathered Clients), and (iii)
Subadviser seek reimbursement of any expenses from the
Fund on a basis less favorable to the Fund than the
most favorable basis on which Subadviser seeks
reimbursement for such expenses from all of its other
clients (excluding Grandfathered Clients). In
determining the amount of expenses for which
Subadviser shall seek reimbursement from the Fund,
Subadviser shall fairly and consistently apply an
allocation methodology that it applies to all of its
clients (excluding Grandfathered Clients) and pursuant
to which it allocates such expenses among the Fund and
its other clients (excluding Grandfathered Clients)
for purposes of such reimbursement, and shall not
apply such methodology in a manner that differs in its
approach to the Fund relative to such other clients.
"Grandfathered Clients" means two of Subadviser's
clients, each of which has been a client of Subadviser
since 1995 and neither of which has ever reimbursed
Subadviser for any of its expenses.
1
Exhibit 1-3
