XXXXX FARGO INVESTMENT INSTITUTE, INC.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
As of July 1, 2015
GAI AGILITY INCOME FUND
c/o Wells Fargo Investment Institute, Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Re: Advisory Fee Waiver Agreement
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 1.10% 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, July 1, 2015. 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: Senior Vice President
ACCEPTED AND AGREED TO ON BEHALF OF:
GAI AGILITY INCOME FUND
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: President
