SUB-ITEM 77Q(1)(e) - Xxxxxx Fund
XXX XXXXXX MULTI-STRATEGY FUND, LLC
AMENDMENT NO. 2 TO SUB-ADVISORY AGREEMENT
AMENDMENT made as of October 1, 2016 (the "Amendment") to the
Sub-advisory Agreement dated as of the 23rd day of December,
2010 (the "Agreement"), by and among Xxxxx Fargo Investment
Institute, Inc. (formerly Alternative Strategies Group, Inc.)
(the "Adviser"), XXX Xxxxxx Multi-Strategy Fund, LLC (the
"Fund"), a Delaware limited liability company, and Xxxxxx
Capital Partners, L.P. (the "Sub-adviser"), a Delaware limited
partnership. Except as otherwise defined in this Amendment,
terms not defined herein shall have the meanings ascribed to
such terms in the Agreement.
WITNESSETH:
WHEREAS, pursuant to the Agreement, the Adviser has retained
the Sub-adviser to provide advice with respect to the investment
and reinvestment of the Fund's portfolio assets, subject to the
control and direction of the Fund's Board of Managers and in
accordance with the investment objective and policies of the
Fund;
WHEREAS, the parties desire to amend the Agreement as
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the parties agree as follows:
1. Paragraph 3 of the Agreement is hereby replaced in its
entirety with the following:
Compensation of the Sub-adviser. In full
consideration of the services rendered
pursuant to this Agreement, the Adviser will
pay the Sub-adviser, in respect of the period
in question, a fee at the annual rate of 0.50%
of the Fund's net asset value, calculated in
the same manner as the Adviser's management
fee is calculated as described in the initial
Confidential Private Placement Memorandum of
the Fund dated on or about January 3, 2011.
Such fee shall be paid monthly to the Sub-
adviser contemporaneously with the payment to
the Adviser of its management fee by the Fund,
generally within 45 days after the applicable
month-end. If the Sub-adviser shall serve for
less than the whole of any calendar month, the
foregoing compensation shall be prorated.
2. Except as specifically amended hereby, the Agreement,
as amended and supplemented to date, remains in full
force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to the Agreement to be executed by their respective
duly authorized officers as of the date first above written.
XXXXX FARGO INVESTMENT INSTITUTE, INC.
By: /s/ Xxxx Xxxxxx
Print Name: Xxxx Xxxxxx
Title: President
XXX XXXXXX MULTI-STRATEGY FUND, LLC
By: /s/ Xxxx Xxxxxx
Print Name: Xxxx Xxxxxx
Title: President
XXXXXX CAPITAL PARTERS, L.P.
By: /s/ Xxxx Xxxxxx
Print Name: Xxxx Xxxxxx
Title: President
