Exhibit 2(k)(viii)
AMENDMENT NO. 1 TO
SUB-ADMINISTRATION AGREEMENT
THIS AMENDMENT NO. 1 TO SUB-ADMINISTRATION AGREEMENT (this "AMENDMENT"),
effective as of June 11, 2007 (the "AMENDMENT EFFECTIVE Date"), by and among
Banc of America Investment Advisors, Inc., a Delaware corporation (the
"ADMINISTRATOR"), BACAP Alternative Multi-Strategy Fund, LLC a Delaware limited
liability company (the "FUND"), SEI Global Services, Inc., a Delaware
corporation, and SEI Investments Global Funds Services, a Delaware business
trust.
WHEREAS:
1. The Administrator (as assignee of BACAP Distributors, LLC) the
Fund and SEI Investments Global Funds Services entered into an
Sub-Administration Agreement, dated as of April 1, 2003 (the
"AGREEMENT"), pursuant to which, among other things, the
Sub-Administrator agreed to provide certain administration and
accounting services on behalf of the Fund; and
2. The parties hereto desire to amend the Agreement on the terms
and subject to the conditions provided herein.
NOW THEREFORE, in consideration of the premises, covenants, representations and
warranties contained herein and intending to be legally bound hereby, the
parties hereto agree as follows:
1. ARTICLE 6. Article 6 of the Agreement is hereby deleted in its entirety
and replaced as follows:
ARTICLE 6. DURATION AND TERMINATION OF THIS
AGREEMENT. This Agreement shall become effective as of April
1, 2003 ("Effective Date") and shall remain in effect until
March 31, 2008 ("Initial Term") and thereafter continue in
force for successive one-year terms (each, a "Renewal Term")
unless terminated in accordance with the provisions of this
Article 6. This Agreement may be terminated only: (a) by the
Fund or the Administrator at the end of the Initial Term or
any Renewal Term on at least 90 days' prior written notice to
the Sub-Administrator prior to the end of the then current
term; (b) by the Sub-Administrator at the end of the Initial
Term or any Renewal Term on at least 180 days' prior written
notice to the Fund and the Administrator prior to the end of
the then current term; (c) by the Fund, the Administrator or
the Sub-Administrator on such date as is specified in written
notice given by the terminating party, in the event of a
material breach of this Agreement by the another party,
provided that, if the material breach can be cured, the
terminating party has notified the other party of such
material breach at least 45 days prior to the specified date
of termination and the breaching party has not remedied such
breach by the specified date; (d) effective upon liquidation
of the Fund; (e) in the event of a reorganization of the Fund
into another entity in which the Fund is not the surviving
entity, by the Fund or the Administrator upon 90 days' written
notice to the Sub-Administrator; and (f) in the event of the
termination of the Administration Agreement, by the Fund or
the Administrator upon written notice to the
Sub-Administrator. For purposes of this paragraph, the term,
"liquidation" shall mean a transaction in which the assets of
the Fund are sold or otherwise disposed of and proceeds
therefrom are distributed in cash to the Interestholders in
complete liquidation of the interests of such Interestholders
in the Fund.
2. SCHEDULE C (FEES AND EXPENSES). Schedule C (Fees and Expenses) of the
Agreement is hereby amended to delete the last paragraph of such
Schedule. Accordingly, from and after the
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Amendment Effective Date, the heading "Term" and the text set forth
thereunder shall be deleted from the Agreement and the term shall be as
set forth in Article 6.
3. ASSIGNMENT TO SEI GLOBAL SERVICES, INC. Effective as of the Amendment
Effective Date, SEI Investments Global Funds Services hereby assigns
the Agreement and all of its rights, duties, responsibilities and
obligations thereunder to SEI Global Services, Inc., and SEI Global
Services, Inc. agrees to assume the Agreement and all such rights,
duties responsibilities and obligations. The Fund and the Administrator
each consent to such assignment of the Agreement to SEI Global
Services, Inc. From and after the Amendment Effective Date, the term
"Sub-Administrator," as used in the Agreement, shall refer to SEI
Global Services, Inc.
4. ARTICLE 12. Article 12 of the Agreement is hereby deleted in its
entirety and replaced as follows:
ARTICLE 12. ENTIRE AGREEMENT; AMENDMENTS. This
Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement, draft or proposal
with respect to the subject matter hereof. This Agreement or
any part hereof may be changed or waived only by an instrument
in writing signed by the Party against which enforcement of
such change or waiver is sought. The Sub-Administrator agrees
that the fees stated herein are equal to or better than the
prices being offered to all other registered "hedge fund of
funds" customers of the Sub-Administrator or SEI Investments
Global Funds Services of equal or smaller size and complexity
and whose business relationship with the Sub-Administrator or
SEI Investments Global Funds Services is substantially similar
to the Administrator's and Fund's (a "Like Customer"). If at
any time during the Initial Term or any Renewal Term of this
Agreement, the Sub-Administrator grants a Like Customer more
favorable prices than set forth in this Agreement, the
Sub-Administrator shall promptly notify the Administrator and
the Administrator shall, as of the effective date of such
favorable prices, receive the more favorable price, in the
Administrator's sole discretion.
5. RATIFICATION OF AGREEMENT. Except as expressly amended and provided
herein, all of the terms, conditions and provisions of the Agreement
shall continue in full force and effect.
6. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, all of which shall constitute one and the same
instrument. Each such counterpart shall be deemed an original, and it
shall not be necessary in making proof of this Amendment to produce or
account for more than one such counterpart. This Amendment shall be
deemed executed by each party when any one or more counterparts hereof
or thereof, individually or taken together, bears the original,
facsimile or scanned signatures of each of the parties.
7. BINDING EFFECT. This Amendment shall be binding upon, and shall inure
to the benefit of the Administrator, the Fund, SEI Global Services,
Inc. and SEI Investments Global Funds Services and each of their
respective permitted successors and assigns.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF this Amendment has been entered into as of the day and year
first above written.
BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC
By: /s/ Xxxxx Xxxxxxx
-------------------
Name: Xxxxx Xxxxxxx
Title: Senior Vice President
BANC OF AMERICA INVESTMENT ADVISORS, INC.
By: /s/ Xxxxxx XxXxxxxx
---------------------
Name: Xxxxxx XxXxxxxx
Title: President
SEI INVESTMENTS GLOBAL FUNDS SERVICES
By: /s/ Xxxxxxx X. Xxxxx
----------------------
Name: Xxxxxxx X. Xxxxx
Title: President
SEI GLOBAL SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxx
----------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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