Exhibit 2(g)(ii)
FORM OF AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
This Amendment (the "Amendment") to the Investment Advisory Agreement,
dated June 13, 2005 (the "Agreement"), by and between BACAP Alternative
Multi-Strategy Fund, LLC, a Delaware limited liability company (the "Fund"), and
Banc of America Investment Advisors, Inc., a Delaware corporation (the
"Adviser"), is entered into on this ___ day of ________, _____.
WHEREAS, the Fund has retained the Adviser to provide investment
advisory and other services to the Fund in accordance with the terms and
conditions of the Agreement;
WHEREAS, the Fund and the Adviser wish to amend the Agreement to
eliminate the incentive allocation portion of the Adviser's compensation
effective as of the date of this Amendment; and
WHEREAS, no reduction or modification of the services that the Adviser
provides to the Fund under the Agreement is contemplated.
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Adviser hereby agree as follows:
1. The text of Section 5 of the Agreement is hereby deleted in its entirety
and replaced with the following:
"Management Fee. In consideration of the services provided by the
Adviser under this Agreement, the Fund agrees to pay the Adviser a
management fee (the "Management Fee") computed at the annual rate of
1.25% of the aggregate value of outstanding limited liability company
interests of the Fund ("Interests") determined no less frequently than
quarterly (before any repurchase of Interests)."
2. As modified herein, the Agreement is confirmed and shall remain in full
force and effect.
[SIGNATURE PAGE FOLLOWS.]
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment as of the day and year first above written.
BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC
By:
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Title:
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BANC OF AMERICA INVESTMENT ADVISORS, INC.
By:
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Title:
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