EXHIBIT 2(K)(VIII)
AMENDMENT TO ADMINISTRATION AGREEMENT
This Amendment (the "Amendment") to the Administration Agreement, dated
April 1, 2003 (the "Administration 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
"Administrator"), assignee of BACAP Distributors, LLC (now known as Columbia
Management Distributors, Inc.), is entered into on this 1st day of December,
2005.
WHEREAS, the Fund has appointed the Administrator to provide
administrative and accounting services to the Fund, and the Administrator has
agreed to provide such service, in accordance with the terms and conditions of
the Administration Agreement; and
WHEREAS, the Fund and the Administrator wish to amend the Administration
Agreement to reduce the annual rate of compensation payable to the Administrator
thereunder and to reflect that the Administrator is not signing off on the
investors' Schedule K-1s or the Fund's Form 1065.
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Administrator hereby agree as follows:
1. AMENDMENT TO SCHEDULE A. The last bullet point of paragraph 9 under
"Administrative Services" in Schedule A to the Administration Agreement,
which relates to the Administrator's signing off on the Schedule K-1s and
Form 1065 for a fee of $15,000, is hereby deleted.
2. RESTATEMENT OF SCHEDULE B; DIRECT PAYMENT TO SUB-ADMINISTRATOR. Schedule B
to the Administration Agreement is hereby deleted and replaced in its
entirety with Attachment 1 hereto. In addition, notwithstanding the
provisions of Article 4 of the Administration Agreement, upon the request
of the Administrator, the Fund will pay fees payable to the Administrator
hereunder directly to SEI Investment Global Funds Services (the
"Sub-Administrator").
3. CONSENT RIGHT TO CERTAIN AMENDMENTS TO THE SUB-ADMINISTRATION AGREEMENT.
The Administrator agrees that the Sub-Administration Agreement, dated
April 1, 2003 (as amended from time to time, the "Sub-Administration
Agreement"), by and among the Administrator, the Fund and the
Sub-Administrator, may not be amended to increase the fees payable
thereunder without the prior consent of the Fund. The Fund and
Administrator acknowledge that reasonable out-of-pocket expenses
reimbursable under the Sub-Administration Agreement are not "fees" for the
purpose of this provision.
4. MISCELLANEOUS. Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Administration Agreement. As modified
herein, the Administration Agreement is confirmed and shall remain in full
force and effect.
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: /s/ Xxxxxxxx Xxxxxxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxxxxxx
Title: President
BANC OF AMERICA INVESTMENT ADVISORS, INC.
By: /s/ Xxxxx Xxxx
---------------------------------
Name: Xxxxx Xxxx
Title: President
ATTACHMENT 1
SCHEDULE B
FEES & EXPENSES
The Fund will pay the Administrator an amount equal to the aggregate fee payable
from time to time by the Administrator to the Sub-Administrator pursuant to the
Sub-Administration Agreement. Such fee, as of the date hereof, is:
ASSET BASED FEES - CALCULATED ON THE NET ASSETS OF THE FUND
ASSET LEVEL FEE
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First $350 million 7BP
Next $1.150 billion 4BP
In excess of $1.5 billion 3BP
INVESTOR SERVICING FEE
Annual investor account charge $28 per account
New investor setup charge $15 per setup
Federal Tax Return Preparation Fee* $15,000 per
Fulfillment* At cost/Gcom (Fulfillment
may be outsourced to GCOM)
Other SEI Fulfillment* At cost
Fulfillment and warehousing kit request* To be determined
* If the Administrator engages the Sub-Administrator to provide these
services.
The Fund agrees to reimburse the Administrator for any reasonable out-of-pocket
expenses that the Administrator has incurred as a result of the Administrator
having reimbursed the Sub-Administrator for the Sub-Administrator's
out-of-pocket expenses that are reimbursable under the Sub-Administration
Agreement. For the avoidance of doubt, the Fund's obligations to reimburse (i)
the Administrator under other provisions of the Administration Agreement and
(ii) the Sub-Administrator under provisions of the Sub-Administration Agreement
continue in full force and effect and are not affected by the provisions of this
Schedule B. The Fund shall not be obligated hereunder to reimburse any
duplicative expenses.
In addition, in the event that the Sub-Administrator is engaged to prepare state
tax returns, the Fund will pay the Sub-Administrator a state tax return
preparation fee of $2,000 per state or reimburse the Administrator if the
Administrator pays the Sub-Administrator for such service. If the Fund engages
the Sub-Administrator to provide any work for which a separate fee is charged,
including without limitation work related to tax form preparation, the Fund will
reimburse the Administrator if the Administrator pays the fees to the
Sub-Administrator. The fees described in this paragraph shall be approved or
ratified by the Fund's Board of Managers.
