ASGI AURORA OPPORTUNITIES FUND, LLC
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT
This Amendment dated as of the 2nd day of November, 2011
(herein called "this Amendment"), is hereby made and executed
by the undersigned, as a Manager of ASGI AURORA OPPORTUNITIES
FUND, LLC, a Delaware limited liability company (the "Fund")
established under a Limited Liability Company Agreement dated
as of November 19, 2010 (the "LLC Agreement"). Capitalized
terms used but not defined herein shall have the meanings
assigned to them in the LLC Agreement, or if not defined
therein, in the Fund's private placement memorandum.
Preliminary Statement
WHEREAS, pursuant to Section 3.1(e) of the LLC Agreement,
the Board of Managers (the "Board") has the full power and
authority, without Member approval, to authorize one or more
Classes of Interests; Interests of each such Class having such
preferences, voting powers and special or relative rights or
privileges (including conversion rights, if any) as the Board
may determine and as shall be set forth in a resolution
adopted in accordance with the LLC Agreement and, if
applicable, the By-Laws;
WHEREAS, the Board may amend the LLC Agreement, without
Member approval, to provide for the terms of such Class or
Classes;
WHEREAS, the Board has authorized Class A Interests and
Class I Interests as more fully described below; has
authorized the amendment of the LLC Agreement to reflect the
establishment of such Classes as herein set forth; and has
authorized the Managing Member to execute this Amendment No. 1
to the LLC Agreement;
NOW, THEREFORE, the Board of Managers hereby amends the
LLC Agreement as follows:
1. Article I: Definitions is hereby amended by deleting
the defined term "DISTRIBUTOR" and adding the following new
defined terms:
"CLASS" -- A class (within the meaning of Section 18-302
of the Delaware Act) of Interests created pursuant to
Section 3.1(e).
"CLASS A Interest" -- A Class of Interests issued by the
Fund, which Class shall be subject to the Investor
Distribution and Servicing Fee described in Section
3.8(d) and a Placement Fee described in Section 3.8(e).
"CLASS I Interest" - A Class of Interests issued by the
Fund, which Class shall not be subject to the Investor
Distribution and Servicing Fee described in Section
3.8(d) or a Placement Fee described in Section 3.8(e),
but shall otherwise be subject to the same provisions as
are applicable hereunder to the Class A Interests.
"PLACEMENT AGENT" - Alternative Strategies Brokerage
Services, Inc. or such additional or successor Placement
Agent as shall be designated from time to time.
2. Section 3.8 is hereby amended by adding the
following clauses (d) and (e) at the end of the section:
(d) The Fund shall pay to the Placement Agent with
respect to the aggregate Net Asset Value of all Class A
Interests (to the extent such Interests have been
outstanding for at least one year) an investor
distribution and servicing fee for providing investor
services (the "Investor Distribution and Servicing Fee"),
calculated and accrued at the end of each calendar month
(before any repurchases of Class A Interests being made
at the end of the applicable month), at the rate of 0.75%
per annum of such aggregate Net Asset Value as of the end
of such month. Such Investor Distribution and Servicing
Fee shall be paid in arrears at the end of each calendar
quarter.
(e) Investments in Class A Interests of less than
$500,000 are subject to a placement fee of 2.00%;
investments in Class A Interests of $500,000 or more and
less than $1,000,000 are subject to a placement fee of
1.00% and investments in Class A Interests of $1,000,000
or more are subject to a placement fee of 0.50% (in each
case, the "Placement Fee"). In the event that a Member
makes a contribution with respect to its Class A Interest
on more than one occasion, the Placement Fee charged at
the time of any contribution shall be charged at the rate
that would apply if the aggregate of all of the Member's
current and prior contributions were being made at that
time. The Placement Fee may be waived in whole or in
part by the Placement Agent in its sole discretion.
3. Section 5.3 is hereby amended by deleting clauses
(b), (c) and (d) and adding the following as new clauses (b),
(c) and (d):
(b) Each Member's Capital Account shall have an initial
balance equal to the amount of cash and the fair market
value of any property constituting such Member's initial
contribution to the capital of the Fund, calculated after
the payment of any Placement Fee charged with respect to
such contribution.
(c) Each Member's Capital Account shall be increased by
the sum of (i) the amount of cash and the fair market
value of any property constituting additional
contributions by such member to the capital of the Fund
permitted pursuant to Section 5.1 hereof, calculated
after the payment of any Placement Fees charged with
respect to such contributions, plus (ii) all amounts
credited to such Member's Capital account pursuant to
Sections 5.4 and 5.5 hereof.
(d) Each Member's Capital Account shall be reduced by
the sum of (i) the amount of any repurchase of the
Interest of such Member or distributions to such Member
pursuant to Sections 4.4, 5.7 or 6.2 hereof which are not
reinvested (net of any liabilities secured by any asset
distributed that such Member is deemed to assume or take
under Section 752 of the Code), plus (ii) any amounts
debited against such Capital Account pursuant to Sections
5.4 and 5.5 hereof; provided, however, that in the case
of a Member holding a Class A Interest, such Member's
Capital Account shall first be reduced by any Investor
Distribution and Servicing Fee allocable to such Class A
Interest. Expenses with respect to any Fiscal Period
shall be calculated and charged as of the last calendar
day of such Fiscal Period prior to giving effect to any
repurchases to be made as of the end of such Fiscal
Period.
IN WITNESS WHEREOF, the below Member has executed this
Amendment as of the day and year first above written.
By: _______________________
Name: Xxxx Xxxxxx
Title: Manager
By: _______________________
Name: Xxxxx Xxxx
Title: Manager
By: _______________________
Name: Xxxxx Xxxx
Title: Manager
By: _______________________
Name: Xxxxxxx Xxxxxxx
Title: Manager
By: _______________________
Name: Xxxxx Xxxxx
Title: Manager
By: _______________________
Name: Xxxxxxxx Xxxx
Title: Manager
By: _______________________
Name: Xxxxxx Xxxxxx
Title: Manager
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