FORM OF AMENDED AND RESTATED
MEMBER SERVICES AGREEMENT
AMENDED AND RESTATED AGREEMENT, made as of the 1st day of April,
2010, by and between ROBECO SECURITIES, L.L.C., as servicing agent ("Service
Agent"), and ROBECO-SAGE MULTI-STRATEGY TEI FUND, L.L.C., a Delaware limited
liability company (the "Fund").
WITNESSETH:
WHEREAS, the Fund is registered under the Investment Company Act of
1940, as amended (the "Investment Company Act"), as a closed-end,
non-diversified, management investment company;
WHEREAS, the Fund wishes to retain the Service Agent to facilitate
and assist in the provision by broker-dealers of personal investor services and
account maintenance services ("Member Services") to members of the Fund
("Members") that are customers of such broker-dealers;
WHEREAS, the Fund and the Service Agent entered into a Member
Services Agreement, dated as of February 22, 2010 (the "Original Agreement"),
pursuant to which the Service Agent agreed to furnish the services described
herein to the Fund; and
WHEREAS, the Fund and the Service Agent now wish to amend and restate
the Original Agreement in its entirety;
NOW, THEREFORE, in consideration of the terms and conditions herein
contained, the parties agree as follows:
Section 1. APPOINTMENT OF THE SERVICE AGENT.
(a) The Fund hereby authorizes the Service Agent to supply Member
Services and/or to retain broker-dealers whose clients purchase units of limited
liability company interests in the Fund ("Units") to provide Member Services to
Members who are customers of such broker-dealers (the "Member Service
Providers"). Member Services shall include, but shall not be limited to:
(i) handling inquiries from Members regarding the Fund, including but
not limited to questions concerning their investments in the Fund, and
reports and tax information provided by the Fund;
(ii) assisting in the enhancement of communications between Members
and the Fund;
(iii) notifying the Fund of any changes to Member information, such
as changes of address; and
(iv) providing such other information and Member Services as may be
reasonably requested by the Fund or, in the case of Member Service
Providers, by the Service Agent.
Section 2. MEMBER SERVICING FEE.
(a) In recognition of the provision of Member Services by the Service
Agent and the payments the Service Agent will make to the Member Service
Providers that provide Member Services (if any), the Fund will pay the Service
Agent a quarterly fee computed at the annual rate of 0.15% of the average net
assets of the Fund during the calendar quarter (the "Member Servicing Fee").
(b) In accordance with applicable NASD Conduct Rules, the parties
understand and agree that, pursuant to limitations imposed by the NASD, no
payments will be made to the Service Agent under this agreement to the extent
any payments made to the Service Agent and Member Service Providers, pursuant to
this agreement, exceed, in the aggregate, 0.825% of the total proceeds proposed
to be received by the Fund in respect of sales of Units registered under the
Fund's registration statement on Form N-2.
Section 3. DUTIES OF THE SERVICE AGENT.
(a) The Service Agent shall provide Member Services to Members that
are customers of the Service Agent.
(b) The Service Agent agrees, at the request of the Fund, to retain
the Member Service Providers to provide Member Services to their customers who
are Members and to compensate such Member Service Providers for their services.
(c) The Service Agent shall report to the Board of Managers of the
Fund (the "Board") at least annually, or more frequently as requested by the
Board, regarding: (i) the nature of the Member Services provided by the Service
Agent and the Member Service Providers (if any); (ii) the amount of payments
made by the Service Agent to such Member Service Providers (if any); and (iii)
the aggregate amount of Member Servicing Fees paid by the Fund.
Section 4. LIABILITY OF THE FUND.
The Service Agent understands and agrees that the obligations of the
Fund under this Agreement are not binding upon any Member or any person serving
on the Board (a "Manager") personally, but bind only the Fund and the Fund's
property. The Service Agent represents that it has notice of the provisions of
the Fund's Limited Liability Agreement disclaiming Member and Manager liability
for acts and obligations of the Fund.
Section 5. DURATION.
This Agreement will take effect on the date first set forth above and
remain in effect until terminated pursuant to paragraph 6 or 7 hereof.
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Section 6. ASSIGNMENTS OR AMENDMENT.
This Agreement may be amended by the parties only if such amendment
is specifically approved (i) by the Managers or by the vote of a majority of
outstanding voting securities of the Fund and (ii) by the vote of a majority of
those Managers who are not parties to this Agreement or "interested persons" of
any such party cast in person at a meeting called for the purpose of voting on
such approval. This Agreement shall automatically and immediately terminate in
the event of its assignment.
Section 7. TERMINATION.
This Agreement may be terminated at any time, without the payment of
any penalty, by the Managers or by vote of a majority of the outstanding voting
securities of the Fund, or by the Service Agent, on sixty days' written notice
to the other party. Any termination of this Agreement shall not affect the
obligation of the Fund to pay any Member Servicing Fees to the Service Agent
accrued prior to such termination.
Section 8. CHOICE OF LAW.
The provisions of this Agreement shall be construed and interpreted
in accordance with the laws of the State of New York as at the time in effect
and the applicable provisions of the Investment Company Act. To the extent that
the applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
Section 9. TERMS.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested person," when used in this Agreement, shall have
the respective meanings specified in the Investment Company Act.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first above written.
ROBECO SECURITIES, L.L.C.
By:
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Name:
Title:
ROBECO-SAGE MULTI-STRATEGY TEI FUND, L.L.C.
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Manager
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