ADDENDUM DATED [DECEMBER 28, 2011] TO THE SUB-ADVISORY AGREEMENT DATED DECEMBER 29, 2010
ADDENDUM DATED [DECEMBER 28, 2011]
TO THE SUB-ADVISORY AGREEMENT
DATED DECEMBER 29, 2010
This Addendum, dated as of [December 28, 2011], hereby supplements the attached Sub-Advisory Agreement (the “Sub-Advisory Agreement”), dated December 29, 2010, by and between Xxxxxxxxx Xxxxxx Management LLC, a Delaware limited liability company (“Manager”) and Xxxxxxxxx Xxxxxx Fixed Income LLC, a Delaware limited liability company (“Adviser”), solely with respect to the Xxxxxxxxx Xxxxxx Risk Balanced Commodity Strategy Fund (the “Commodity Fund”), a series of Xxxxxxxxx Xxxxxx Alternative Funds, a Delaware statutory trust (“Trust”), as follows:
The parties hereto acknowledge that, with respect to the Commodity Fund, and in accordance with its prospectus, a portion of its assets may be held in one or more of its wholly-owned subsidiaries (referred to herein collectively as the “Subsidiary”). The Adviser is hereby authorized and agrees to manage the portion of Fund assets held through the Subsidiary which is allocated to the Adviser from time to time by the Manager pursuant to the same terms, conditions and obligations applicable to the Commodity Fund under the Sub-Advisory Agreement. The Adviser is further authorized hereby to determine, in its discretion, the amount and type of assets (or any portion thereof allocated to it by the Manager) of the Commodity Fund to be invested in and through the Subsidiary. For these purposes, all references in the Sub-Advisory Agreement to the “Fund,” with respect to the Commodity Fund, shall also refer to the Subsidiary, unless the context dictates otherwise.
For the avoidance of doubt, the Adviser hereby agrees for purposes of Section 1.1 of the Sub-Advisory Agreement: “Investment Management Services” to treat the assets and liabilities of the Subsidiary as if they are held directly by the Commodity Fund, and, in addition, if required (as determined by [______]), to treat the Subsidiary as a separate investment by the Commodity Fund. Further, for purposes of Section 2: “Fee” of the Sub-Advisory Agreement, the parties hereto agree to treat the assets and liabilities of the Subsidiary as if they are held directly by the Commodity Fund. The Adviser acknowledges that, at the direction of the Trust’s Board of Trustees and the Board of Directors of the Subsidiary, the Manager has retained the Adviser to serve as the investment sub-adviser for the Subsidiary, and the Adviser, as a party to this Sub-Advisory Agreement, has agreed to manage the assets of the Subsidiary in accordance with the terms of this Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be signed by their respective officers thereunto duly authorized and their respective seals to be hereunto affixed, as of [___] of [____________ 2011].
XXXXXXXXX XXXXXX MANAGEMENT LLC
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Name:
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Title:
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XXXXXXXXX XXXXXX FIXED INCOME LLC
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Name:
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Title:
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Date: [ ]
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XXXXXXXXX XXXXXX ALTERNATIVE FUNDS
SCHEDULE A
SERIES OF XXXXXXXXX XXXXXX ALTERNATIVE FUNDS
Xxxxxxxxx Xxxxxx Global Allocation Fund
Xxxxxxxxx Xxxxxx Risk Balanced Commodity Strategy Fund
Date: December 28, 2011
SUB-ADVISORY AGREEMENT
XXXXXXXXX XXXXXX ALTERNATIVE FUNDS
SCHEDULE B
RATE OF COMPENSATION
FUND
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RATE OF COMPENSATION BASED ON EACH FUND'S AVERAGE DAILY NET ASSETS
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Xxxxxxxxx Xxxxxx Global Allocation Fund
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0.15%
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Xxxxxxxxx Xxxxxx Risk Balanced Commodity Strategy Fund
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0.15%
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Date: December 28, 2011