EXHIBIT 2(G)(II)
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 1st day of December, 2005.
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: /s/ Xxxxxxxx Xxxxxxxxxx
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Name: Xxxxxxxx Xxxxxxxxxx
Title: President
BANC OF AMERICA INVESTMENT ADVISORS, INC.
By: /s/ Xxxxx Xxxx
---------------------------------
Name: Xxxxx Xxxx
Title: President
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