AMENDMENT TO
SUB-ADVISORY AGREEMENT
AMENDMENT made as of July 1, 2015 (the "Amendment") to the
Sub-advisory Agreement dated as of the 12 day of August, 2010,
as amended (the "Agreement"), by and among Xxxxx Fargo
Investment Institute, Inc. (formerly Alternative Strategies
Group, Inc.) (the "Adviser"), GAI Agility Income Fund (the
"Fund"), a Delaware statutory trust, and Xxxxxxx Xxxxxxxx
Partners Capital Management LP (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
Trustees 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, from the fees received by
the Adviser from the Fund in respect of the
period in question and attributable to assets
of the Fund for which the Sub-adviser is
providing services hereunder, a fee at the
annual rate of 0.55% of the Fund's net asset
value, calculated on the same basis as the
management fee received by the Adviser from
the Fund. Such fee will be paid to the Sub-
adviser within 30 days of receipt by the
Adviser of its management fee from the Fund.
If the Sub-adviser shall serve for less than
the whole of any calendar quarter, 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: Senior Vice President
GAI AGILITY INCOME FUND
By: /s/ Xxxx Xxxxxx
Print Name: Xxxx Xxxxxx
Title: President
XXXXXXX XXXXXXXX PARTNERS CAPITAL MANAGEMENT LP
By: /s/ Xxxxxxx Ni
Print Name: Xxxxxxx Ni
Title: Authorized Person
