GAI AURORA OPPORTUNITIES FUND, LLC
AMENDMENT NO. 2 TO SUB-ADVISORY AGREEMENT
AMENDMENT made as of January 1, 2016 (the "Amendment") to the
Sub-advisory Agreement dated as of the 21st day of December,
2010, as amended (the "Agreement"), by and among Xxxxx Fargo
Investment Institute, Inc. (formerly Alternative Strategies
Group, Inc.) (the "Adviser"), GAI Aurora Opportunities Fund, LLC
(the "Fund"), a Delaware limited liability company, and Aurora
Investment Management L.L.C. (the "Sub-adviser"), a Delaware
limited liability company. Except as otherwise defined in this
Amendment, terms not defined herein shall have the meanings
ascribed to such terms in the Agreement.
WITNESSETH:
WHEREAS, pursuant to the Agreement, the Adviser has retained 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 and in
accordance with the investment objective and policies of the
Fund;
WHEREAS, the parties desire to amend the Agreement as
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the parties agree as follows:
1. Paragraph 3 of the Agreement is hereby replaced in its
entirety with the following:
Compensation of the Sub-adviser. In full
consideration of the services rendered
pursuant to this Agreement, the Adviser will
pay the Sub-adviser, from the fees received by
the Adviser from the Fund in respect of the
period in question and attributable to assets
of the Fund for which the Sub-adviser is
providing services hereunder, a fee at the
annual rate of 0.55% of the Fund's net asset
value, calculated on the same basis as the
management fee received by the Adviser from
the Fund. Such fee shall be paid to the Sub-
adviser within 30 days of receipt by the
Adviser of its management fee from the Fund.
If the Sub-adviser shall serve for less than
the whole of any calendar month, the foregoing
compensation shall be prorated.
To the extent the Adviser serves as the investment
adviser to any other registered investment
company that employs a hedge fund of funds
strategy ("Other Investment Company"): (1) the
Adviser shall notify the Sub-adviser of the
management fee that it will receive from such Other
Investment Company; and (2) if the Other Investment
Company (i) is subject to a management fee
structure that is identical to or higher than the
fee structure applicable to the Fund, and (ii) with
respect to which the Adviser (and/or its
affiliates) receive advisory fees that, after
deducting any fees paid to a sub-adviser of such
Other Investment Company, are lower than an annual
rate of 0.625% of such Other Investment Company's
net asset value, the Adviser shall increase the
Sub-adviser's compensation pursuant to this
Agreement by an amount equal to the difference
between (a) the annual fee rate the Adviser (and/or
its affiliates) receives from the Fund after
deduction of the Sub-adviser's fee and (b) the
annual fee rate the Adviser (and/or its affiliates)
receives from the Other Investment Company after
deducting the applicable sub-adviser's
fee. Notwithstanding the foregoing, in no event
shall the Adviser pay to the Sub-adviser a
management fee in excess of an annual rate of 0.75%
of the Fund's net asset value under this Section
3(b), calculated on the same basis as the
management fee received by the Adviser from the
Fund. In no circumstances shall this provision
serve to increase the management fee paid by the
Fund to the Adviser.
2. Except as specifically amended hereby, the Agreement,
as amended and supplemented to date, remains in full
force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to the Agreement to be executed by their respective
duly authorized officers as of the date first above written.
XXXXX FARGO INVESTMENT INSTITUTE, INC.
By: /s/ Xxxx Xxxxxx
Print Name: Xxxx Xxxxxx
Title: Senior Vice President
GAI AURORA OPPORTUNITIES FUND, LLC
By: /s/ Xxxx Xxxxxx
Print Name: Xxxx Xxxxxx
Title: President
AURORA INVESTMENT MANAGEMENT L.L.C.
By: /s/ Xxxx Xxxxx Xxxxxx
Print Name: Xxxx Xxxxx Xxxxxx
Title: Managing Director of Operations
