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/ Lawrence Morgenthal
                                           ---------------------------------
                                  Name:    Lawrence Morgenthal
                                  Title:   President


                                  BANC OF AMERICA INVESTMENT ADVISORS, INC.


                                  By:      /s/ Keith Winn
                                           ---------------------------------
                                  Name:    Keith Winn
                                  Title:   President


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