FORM OF MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (the "Agreement") is made as of the 1st day
of October, 2008, by and between Robeco Investment Management, Inc. ("RIM") and
Robeco-Sage Multi-Strategy Master Fund, L.L.C. (the "Fund").
WHEREAS, the Fund wishes to retain RIM to provide to it certain
administrative services;
NOW THEREFORE, in consideration of the terms and conditions herein
contained, the parties agree as follows:
1. APPOINTMENT OF RIM.
(a) The Fund hereby retains RIM to provide and RIM hereby agrees to
provide certain administrative services to the Fund. These services shall
include:
(i) providing office space, telephone and utilities;
(ii) providing administrative and secretarial, clerical and other
personnel as necessary to provide the services required to
be provided under this Agreement;
(iii) supervising the entities which are retained by the Fund to
provide administration, custody and other services to the
Fund;
(iv) handling investor inquiries regarding the Fund and providing
investors with information concerning their investments in
the Fund and capital account balances;
(v) monitoring relations and communications between investors
and the Fund;
(vi) assisting in the drafting and updating of disclosure
documents relating to the Fund and assisting in the
preparation of offering materials;
(vii) maintaining and updating investor information, such as
change of address and employment;
(viii)assisting in the preparation and mailing of investor
subscription documents and confirming the receipt of such
documents and funds;
(ix) assisting in the preparation of regulatory filings with the
Securities and Exchange Commission (the "Commission") and
state
securities regulators and other Federal and state regulatory
authorities;
(x) preparing reports to and other informational materials for
members and assisting in the preparation of proxy statements
and other member communications;
(xi) monitoring compliance with regulatory requirements and with
the Fund's investment objective, policies and restrictions
as established by the Board of Managers (the "Board");
(xii) reviewing accounting records and financial reports of the
Fund, assisting with the preparation of the financial
reports of the Fund and acting as liaison with the Fund's
accounting agent and independent auditors;
(xiii) assisting in the preparation and filing of tax returns;
(xiv) coordinating and organizing meetings of the Board and
meetings of the members of the Fund, in each case when
called by such persons;
(xv) preparing materials and reports for use in connection with
meetings of the Board;
(xvi) maintaining and preserving those books and records of the
Fund not maintained by any sub-adviser of the Fund or the
Fund's administrator, accounting agent or custodian (which
books and records shall be the property of the Fund and
maintained and preserved as required by the Investment
Company Act of 1940 (the "1940 Act") and the rules
thereunder and shall be surrendered to the Fund promptly
upon request);
(xvii) reviewing and arranging for payment of the expenses of the
Fund;
(xviii) assisting the Fund in conducting offers to members of the
Fund to repurchase member interests;
(xix) reviewing and approving all regulatory filings of the Fund
required under applicable law;
(xx) reviewing investor qualifications and subscription
documentation and otherwise assisting in administrative
matters relating to the processing of subscriptions for
interests in the Fund;
(xxi) providing the services of persons employed by the Fund's
investment adviser (the "Investment Adviser") or its
affiliates who may be appointed as officers of the Fund by
the Board; and
-2-
(xxii) assisting the Fund in routine regulatory examinations, and
working closely with any counsel retained to represent any
members of the Board who are not "interested persons," as
defined by the 1940 Act and the rules thereunder (the
"Independent Managers") of the Fund in response to any
litigation, investigations or regulatory matters.
(b) RIM may sub-contract with third parties to perform any or all
of the services to be performed by RIM hereunder; provided however, that RIM
shall remain fully responsible to the Fund for the acts and omissions of such
third parties to the extent provided herein.
(c) Notwithstanding the appointment of RIM to provide
administrative services hereunder, the Board shall remain responsible for
supervising and controlling the management, business and affairs of the Fund.
2. MANAGEMENT FEE; EXPENSES.
(a) In consideration for the provision by RIM of its services
hereunder, the Fund will pay RIM a fee payable quarterly, equal to 0.025% (0.10%
on an annualized basis) of the Fund's "net assets" (the "Management Fee"). "Net
assets" shall equal the total value of all assets of the Fund, less an amount
equal to all accrued debts, liabilities, and obligations of the Fund calculated
before giving effect to any repurchases of interests.
(b) The Management Fee will be computed based on the average net
assets of the Fund during each calendar quarter, after adjustment for any
subscriptions effective on such date, and will be due and payable in arrears
within five business days after the end of such calendar quarter.
(c) If this Agreement is terminated at any time during a quarter,
the Fund shall pay RIM the pro rata amount of the Management Fee for the quarter
allocable to that portion of such quarter which is prior to the termination of
the Agreement (based on the number of days in such quarter).
(d) RIM is responsible for all costs and expenses associated with
the provision of its services hereunder. The Fund shall pay all other expenses
associated with the conduct of its business.
3. LIABILITY. RIM will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund, the Managers serving on the
Board ("Managers") or the Fund's members in connection with the performance of
its duties under this Agreement, except a loss (as to which it will be liable
and will indemnify and hold harmless the Fund) resulting from willful
misfeasance, bad faith or gross negligence on RIM's part (or on the part of an
officer or employee of RIM) in the performance of its duties hereunder or
reckless disregard by it of its duties under this Agreement.
4. EFFECTIVE DATE AND TERMINATION. This Agreement shall become
effective as of the date first noted above, and shall remain in effect for an
initial term of two
-3-
years from the date of its effectiveness. This Agreement may be continued in
effect from year to year after its initial term provided that such continuance
is approved annually by the Board, including the vote of a majority of the
Managers who are not "interested persons" of the Fund, as defined by the 1940
Act. This Agreement may be terminated by RIM, by the Board or by vote of a
majority of the outstanding voting securities of the Fund at any time, in each
case upon not less than 60 days' prior written notice. This Agreement shall also
terminate automatically in the event of its "assignment," as such term is
defined by the 1940 Act.
5. ENTIRE AGREEMENT.This Agreement embodies the entire understanding
of the parties. This Agreement cannot be altered, amended, supplemented, or
abridged, or any provisions waived except by written agreement of the parties.
6. CHOICE OF LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of New York and the 1940 Act. In the event
the laws of New York conflict with the 1940 Act, the applicable provisions of
the 1940 Act shall control.
-4-
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
ROBECO-SAGE MULTI-STRATEGY MASTER FUND, L.L.C.
By:
------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Manager
ROBECO INVESTMENT MANAGEMENT, INC.
By:
------------------------
Name:
Title:
