ADDENDUM DATED [DECEMBER 28, 2011] TO THE MANAGEMENT AGREEMENT DATED DECEMBER 29, 2010
ADDENDUM DATED [DECEMBER 28, 2011]
DATED DECEMBER 29, 2010
This Addendum, dated as of [December 28, 2011], hereby supplements the attached Management Agreement (the “Management Agreement”), dated December 29, 2010, by and between Xxxxxxxxx Xxxxxx Alternative Funds, a Delaware statutory trust (“Trust”), and Xxxxxxxxx Xxxxxx Management LLC, a Delaware limited liability company (“Manager”), solely with respect to the Xxxxxxxxx Xxxxxx Risk Balanced Commodity Strategy Fund (the “Commodity Fund”), a series of the 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 Manager is hereby authorized and agrees to manage the portion of Fund assets held through the Subsidiary pursuant to the same terms, conditions and obligations applicable to the Commodity Fund under the Management Agreement. The Manager is further authorized hereby to determine, in its discretion, the amount and type of assets of the Commodity Fund to be invested in and through the Subsidiary. For these purposes, all references in the Management 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 Manager hereby agrees for purposes of Section 1.1 of the Management 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 3: “Advisory Fee” of the Management 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 Manager acknowledges that, at the direction of the Trust’s Board of Trustees and the Board of Directors of the Subsidiary, the Trust has retained the Manager to serve as the adviser for the Subsidiary, and the Manager, as a party to this Management Agreement, has agreed to manage the assets of the Subsidiary in accordance with the terms of this Management 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 ALTERNATIVE FUNDS
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Name:
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Title:
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XXXXXXXXX XXXXXX MANAGEMENT LLC
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Name:
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Title:
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Date: [ ]
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XXXXXXXXX XXXXXX ALTERNATIVE FUNDS
MANAGEMENT AGREEMENT
SCHEDULE A
SERIES OF XXXXXXXXX XXXXXX ALTERNATIVE FUNDS
Xxxxxxxxx Xxxxxx Global Allocation Fund
Xxxxxxxxx Xxxxxx Long Short Fund
Xxxxxxxxx Xxxxxx Risk Balanced Commodity Strategy Fund
Date: December 28, 2011
XXXXXXXXX XXXXXX ALTERNATIVE FUNDS
MANAGEMENT AGREEMENT
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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0.900% of the first $1 billion
0.875% of the next $1 billion
0.850% in excess of $2 billion
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Xxxxxxxxx Xxxxxx Long Short Fund
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1.200% of the first $250 million
1.175% of the next $250 million
1.150% of the next $250 million
1.125% of the next $250 million
1.100% of the next $500 million
1.075% of the next $2.5 billion
1.050% in excess of $4 billion
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Xxxxxxxxx Xxxxxx Risk Balanced Commodity Fund
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0.700% of the first $250 million
0.675% of the next $250 million
0.650% of the next $250 million
0.625% of the next $250 million
0.600% of the next $500 million
0.575% of the next $2.5 billion
0.550% in excess of $4 billion
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Date: December 28, 2011