WELLS FARGO INVESTMENT INSTITUTE, INC.
XXXXX FARGO INVESTMENT INSTITUTE, INC.
000 Xxxxx Xxxxx Xxxxxx
Charlotte, NC 28202
As of January 1, 2017
c/o Wells Fargo Investment Institute, Inc.
000 Xxxxx Xxxxx Xxxxxx
Charlotte, NC 28202
With reference to the Advisory Agreement dated as of August 12, 2010, by and between Xxxxx Fargo Investment Institute, Inc. (formerly Alternative Strategies Group, Inc.) (the “Advisor”) and GAI Agility Income Fund (the “Fund”), we hereby notify you as follows:
1. The Adviser agrees to waive a portion of its management fee to the extent necessary to prevent the monthly fee payable to the Adviser by the Fund from exceeding one-twelfth of 1.00% of the aggregate value of the outstanding shares of the Fund determined as of the last Business Day of the month (before any repurchases of shares).
2. This letter agreement shall remain in effect for one year following its effective date, January 1, 2017. During the periods covered by this letter agreement, the fee waiver arrangement set forth above for the Fund may only be modified by a majority vote of the trustees of the Fund who are not “interested persons” (as defined under the Investment Company Act of 1940, as amended (the “1940 Act”)).
3. We understand and intend that you will rely on this undertaking in preparing and filing the Registration Statements on Form N-2 for the above referenced Fund with the Securities and Exchange Commission, in accruing the Fund's expenses for purposes of calculating its net asset value per share and for other purposes permitted under Form N-2 and/or the 1940 Act, and expressly permit you to do so.
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Very truly yours,
XXXXX FARGO INVESTMENT INSTITUTE, INC.
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Head of Global Alternative Investments
ACCEPTED AND AGREED TO ON BEHALF OF:
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: President
