MASTER / FEEDER
AGREEMENT
BETWEEN
ROBECO-SAGE TRITON FUND, L.L.C.
AND
ROBECO-SAGE TRITON MASTER FUND, L.L.C.
DATED AS OF
OCTOBER 1, 2008
TABLE OF CONTENTS
ARTICLE I REPRESENTATIONS AND WARRANTIES......................................1
Sec. 1.1 Feeder Fund.......................................................1
Sec. 1.2 Master Fund.......................................................2
ARTICLE II COVENANTS..........................................................3
Sec. 2.1 Feeder Fund.......................................................3
Sec. 2.2 Master Fund.......................................................3
Sec. 2.3 Reasonable Actions................................................4
ARTICLE III INDEMNIFICATION...................................................4
Sec. 3.1 Feeder Fund.......................................................4
Sec. 3.2 Master Fund.......................................................6
ARTICLE IV ADDITIONAL AGREEMENTS..............................................7
Sec. 4.1 Access to Information.............................................7
Sec. 4.2 Confidentiality...................................................7
Sec. 4.3 Obligations of the Feeder Fund and the Master Fund................8
ARTICLE V TERMINATION, AMENDMENT..............................................8
Sec. 5.1 Termination.......................................................8
Sec. 5.2 Amendment.........................................................8
ARTICLE VI GENERAL PROVISIONS.................................................8
Sec. 6.1 Expenses..........................................................8
Sec. 6.2 Headings..........................................................8
Sec. 6.3 Entire Agreement..................................................8
Sec. 6.4 Successors........................................................9
Sec. 6.5 Governing Law.....................................................9
Sec. 6.6 Counterparts......................................................9
Sec. 6.7 Third Parties.....................................................9
Sec. 6.8 Notices...........................................................9
Sec. 6.9 Interpretation....................................................9
Sec. 6.10 Operation of the Funds..........................................10
Sec. 6.11 Relationship of Parties; No Joint Venture, Etc..................10
AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into as of the 1st
day of October, 2008, by and between Robeco-Sage Triton Fund, L.L.C. (the
"Feeder Fund"), a Delaware limited liability company, and Robeco-Sage Triton
Master Fund, L.L.C. (the "Master Fund"), a Delaware limited liability company.
WITNESSETH
WHEREAS, the Feeder Fund and the Master Fund each is registered under
the Investment Company Act of 1940 (the "1940 Act") as a non-diversified,
closed-end management investment company;
WHEREAS, the Feeder Fund and the Master Fund each have the same
investment objective and substantially the same investment policies;
WHEREAS, the Feeder Fund desires to pursue its investment objective by
investing on an ongoing basis substantially all of its investable assets (the
"Assets") in the Master Fund in exchange for units of limited liability company
interests in the Master Fund (the "Investment") on the terms and conditions set
forth in this Agreement;
WHEREAS, the execution and delivery of this Agreement is a mutual
condition precedent to the execution, delivery and performance of the asset
transfer agreement (the "Transfer Agreement") between the Feeder Fund and the
Master Fund, to effectuate the Transfer in exchange for the Issuance
(capitalized terms not defined herein shall have the meanings ascribed to them
in the Transfer Agreement);
NOW, THEREFORE, in consideration of the foregoing, the mutual premises
made herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE I
REPRESENTATIONS AND WARRANTIES
Sec. 1.1 FEEDER FUND. The Feeder Fund represents and warrants to the
Master Fund that:
(a) ORGANIZATION. The Feeder Fund is a Delaware limited liability
company duly organized, validly existing and in good standing under the
laws of the State of Delaware. The Feeder Fund has the requisite power
and authority to own its property and conduct its business as proposed
to be conducted pursuant to this Agreement.
(b) 1940 ACT REGISTRATION. Feeder Fund is duly registered under the
1940 Act as a closed-end, non-diversified management investment
company.
(c) REGISTRATION STATEMENT. Feeder Fund has reviewed the Master
Fund's most recent registration statement on Form N-2, as filed with
the Securities and Exchange Commission (the "SEC").
(d) INTEREST. The Investment is the only "investment security," as
such term is defined for purposes of Section 12(d)(1)(E) of the 1940
Act, held by the Feeder Fund. For so long as the Feeder Fund holds the
Investment, the Investment shall be the only "investment security" held
by the Feeder Fund.
(e) PRINCIPAL UNDERWRITER. The "principal underwriter," as such term
is defined in Section 2(a)(29) of the 1940 Act, for the Feeder Fund is
a broker or dealer registered under the Securities Exchange Act of 1934
(the "1934 Act"), or a person controlled by such a broker or dealer.
For so long as the Feeder Fund holds the Investment, the principal
underwriter for the Feeder Fund, shall be a broker or dealer registered
under the 1934 Act, or a person controlled by such a broker or dealer.
Sec. 1.2 MASTER FUND. The Master Fund represents and warrants to the
Feeder Fund that:
(a) ORGANIZATION. Master Fund is a Delaware limited liability
company duly organized, validly existing and in good standing under the
laws of the State of Delaware. The Master Fund has the requisite power
and authority to own its property and conduct its business as now being
conducted and as proposed to be conducted pursuant to this Agreement.
(b) APPROVAL OF AGREEMENT. No meeting of, or consent by, holders of
Units (as defined below) of the Master Fund is necessary to approve the
issuance of Units to the Feeder Fund.
(c) ISSUANCE OF UNITS OF LIMITED LIABILITY COMPANY INTERESTS. The
issuance by the Master Fund of units of limited liability company
interests ("Units") in exchange for the Investment by the Feeder Fund
of its Assets has been duly authorized by all necessary action on the
part of the Board of Managers of the Master Fund. When issued in
accordance with the terms of this Agreement, Units will be validly
issued, fully paid and non-assessable.
(d) 1940 ACT REGISTRATION. The Master Fund is duly registered under
the 1940 Act as a closed-end, non-diversified management investment
company and such registration is in full force and effect.
(e) SEC FILINGS; SECURITIES EXEMPTIONS. The Master Fund has duly
filed all forms, reports and other documents (collectively, "SEC
Filings") required to be filed with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933 (the "1933
Act"), the 1934 Act and the 1940 Act, and the rules and regulations
thereunder, (collectively, the "Securities Laws"). Units are not
required to be registered under the 1933 Act because such Units are
offered solely in private placement transactions which do not involve
any "public offering" within the meaning of Section 4(2) of the 1933
Act. In addition, Units are either noticed or qualified for sale or
exempt from notice or qualification requirements under applicable
securities laws in those states and other jurisdictions in which Units
are offered and sold. All SEC Filings relating to the Master Fund
comply in all material respects with the requirements of the applicable
Securities Laws and do not, as of the date of this Agreement, contain
any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were
made, not misleading.
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(f) TAX STATUS. The Master Fund is taxable as a partnership for
federal income tax purposes under the Internal Revenue Code of 1986, as
amended (the "Code").
(g) TAXABLE AND FISCAL YEAR. The taxable year end of the Master Fund
is December 31st and the fiscal year end is March 31st.
(h) INSURANCE. As of the date of commencement of its operations, the
Master Fund has in force reasonable insurance coverage against certain
liabilities that may arise as a result of the Master Fund's business as
a registered investment company.
ARTICLE II
COVENANTS
Sec. 2.1 FEEDER FUND. The Feeder Fund covenants that:
(a) FISCAL YEAR. The Feeder Fund shall take appropriate action to
maintain the same fiscal year end as the Master Fund (currently March
31st).
(b) PROXY VOTING. If requested to vote on matters pertaining to the
Master Fund, the Feeder Fund will either: (i) seek instructions from
its investors with regard to the voting of its Unit and vote in
accordance with such instructions; or (ii) vote its Unit
proportionately for and against each matter in the same proportion as
the Units of all other holders are voted; provided that the Feeder Fund
will not be obligated to take such action if and to the extent the
Feeder Fund obtains an exemption from Section 12(d)(1)(E)(iii)(aa) of
the 1940 Act.
Sec. 2.2 MASTER FUND. The Master Fund covenants that:
(a) SEC FILINGS. The Master Fund will make all SEC Filings required
to be made by it with the SEC under the Securities Laws in connection
with any meetings of the Master Fund's investors and its registration
as an investment company and will provide copies of all such definitive
filings to the Feeder Fund. The Master Fund's SEC Filings will comply
in all material respects with the requirements of the applicable
Securities Laws, and will not, at the time they are filed or used,
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which
they were made, not misleading.
(b) 1940 ACT REGISTRATION. The Master Fund will remain duly
registered under the 1940 Act as a closed-end, non-diversified,
management investment company.
(c) TAX STATUS. Based upon applicable Internal Revenue Service
interpretations and rulings and Treasury Regulations, the Master Fund
will continue to be treated as a partnership for federal income tax
purposes.
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(d) SECURITIES EXEMPTIONS. Units have been and will continue to be
offered and sold solely in private placement transactions which do not
involve any "public offering" within the meaning of Section 4(2) of the
1933 Act or require registration or notification under any state law.
(e) ADVANCE NOTICE OF CERTAIN CHANGES. The Master Fund shall provide
the Feeder Fund with reasonable advance written notice of any change in
the Master Fund's investment objective, or if the Master Fund has
knowledge or should have knowledge that one of the following changes is
likely to occur, written notice shall be provided as soon as reasonably
possible after the Master Fund obtains or should have obtained such
knowledge, of any material change in the Master Fund's investment
restrictions, policies or activities, any material increase in the
Master Fund's fees or expenses, or any change in the Master Fund's
fiscal year. In the event of any change (or proposed change) in the
investment objective or any material change in the Master Fund's
investment policies or activities, the Master Fund shall provide the
Feeder Fund with the opportunity to tender its entire Unit to the
Master Fund for repurchase as promptly as is reasonably practicable.
Sec. 2.3 REASONABLE ACTIONS. Each party covenants that it will, subject
to the provisions of this Agreement, from time to time, as and when requested by
another party or in its own discretion, as the case may be, execute and deliver
or cause to be executed and delivered all such documents, assignments and other
instruments, take or cause to be taken such actions, and do or cause to be done
all things reasonably necessary, proper or advisable in order to conduct the
business contemplated by this Agreement and to carry out its intent and purpose.
ARTICLE III
INDEMNIFICATION
Sec. 3.1 FEEDER FUND
(a) The Feeder Fund agrees to indemnify and hold harmless the Master
Fund, and the Master Fund's investment adviser, and any director,
manager, officer, employee or agent of the Master Fund or of the Master
Fund's investment adviser (in this Section, each, a "Covered Person"
and collectively, "Covered Persons"), against any and all losses,
claims, demands, damages, liabilities or expenses (including, with
respect to each Covered Person, the reasonable cost of investigating
and defending against any claims therefor and any counsel fees incurred
in connection therewith, except as provided in subparagraph (b))
("Losses"), that:
(i) arise out of or are based upon any violation or alleged
violation of any of the Securities Laws, or any other applicable
statute, rule, regulation or common law, or are incurred in
connection with or as a result of any formal or informal
administrative proceeding or investigation by a regulatory agency,
insofar as such violation or alleged violation, proceeding or
investigation arises out of or is based upon any direct or indirect
omission or commission (or alleged omission or commission) by the
Feeder Fund or by any of its directors, officers, employees or
agents, but only insofar as such omissions or commissions relate to
the Investment; or
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(ii) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any
confidential memoranda or any other offering document of the Feeder
Fund, or any amendments or supplements to the foregoing (in this
Section, collectively "Offering Documents"), or arise out of or are
based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein in light of the circumstances under which they
were made, not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement
or omission or alleged omission was not made in the Offering
Documents in reliance upon and in conformity with the Master Fund's
registration statement on Form N-2 and other written information
furnished by the Master Fund or by any service provider of Master
Fund for use therein or for use by the Feeder Fund in preparing such
documents, including but not limited to any written information
contained in the Master Fund's current registration statement on
Form N-2;
PROVIDED, HOWEVER, that in no case shall the Feeder Fund be liable
for indemnification hereunder (i) with respect to any claims made
against any Covered Person unless a Covered Person shall have notified
the Feeder Fund in writing within a reasonable time after the summons,
other first legal process, notice of a federal, state or local tax
deficiency, or formal initiation of a regulatory investigation or
proceeding giving information of the nature of the claim shall have
properly been served upon or provided to a Covered Person seeking
indemnification or (ii) if such Losses were the result of the
negligence or willful misconduct of the Covered Person. Failure to
notify the Feeder Fund of such claim shall not relieve the Feeder Fund
from any liability that it may have to any Covered Person otherwise
than on account of the indemnification contained in this Section.
(b) The Feeder Fund will be entitled to participate at its own
expense in the defense or, if it so elects, to assume the defense of
any suit brought to enforce any such liability, but if the Feeder Fund
elects to assume the defense, such defense shall be conducted by
counsel chosen by the Feeder Fund. In the event the Feeder Fund
elect(s) to assume the defense of any such suit and retain such
counsel, each Covered Person in the suit may retain additional counsel
but shall bear the fees and expenses of such counsel unless (A) the
Feeder Fund shall have specifically authorized the retaining of and
payment of fees and expenses of such counsel or (B) the parties to such
suit include any Covered Person and the Feeder Fund, and any such
Covered Person has been advised in a written opinion by counsel
reasonably acceptable to the Feeder Fund that one or more legal
defenses may be available to it that may not be available to the Feeder
Fund, in which case the Feeder Fund shall not be entitled to assume the
defense of such suit notwithstanding its obligation to bear the fees
and expenses of one counsel to all such persons. The Feeder Fund shall
not be required to indemnify any Covered Person for any settlement of
any such claim effected without its written consent, which consent
shall not be unreasonably withheld or delayed. The indemnities set
forth in paragraph (a) will be in addition to any liability that the
Feeder Fund might otherwise have to Covered Persons.
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Sec. 3.2 MASTER FUND.
(a) The Master Fund agrees to indemnify and hold harmless the Feeder
Fund and any affiliate providing services to the Feeder Fund, and any
director, manager, officer, employee or agent of any of them (in this
Section, each, a "Covered Person" and collectively, "Covered Persons"),
against any and all losses, claims, demands, damages, liabilities or
expenses (including, with respect to each Covered Person, the
reasonable cost of investigating and defending against any claims
therefor and any counsel fees incurred in connection therewith, except
as provided in subparagraph (b)) ("Losses"), that:
(i) arise out of or are based upon any violation or alleged
violation of any of the Securities Laws, or any other applicable
statute, rule, regulation or common law or are incurred in
connection with or as a result of any formal or informal
administrative proceeding or investigation by a regulatory agency,
insofar as such violation or alleged violation, proceeding or
investigation arises out of or is based upon any direct or indirect
omission or commission (or alleged omission or commission) by the
Master Fund, or any of its managers, officers, employees or agents;
or
(ii) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any
advertising or sales literature, or any other SEC Filing relating to
the Master Fund, or any amendments or supplements to the foregoing
(in this Section, collectively, the "Offering Documents") of the
Master Fund, or arise out of or are based upon the omission or
alleged omission to state therein, a material fact required to be
stated therein, or necessary to make the statements therein in light
of the circumstances under which they were made, not misleading; or
(iii) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any
Offering Documents relating to the Master Fund, or arise out of or
are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein in light of the circumstances under which they
were made, not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement
or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Master Fund by
the Feeder Fund for use therein or for use by the Master Fund in
preparing such documents, including but not limited to any written
information contained in the Master Fund's current registration
statement on Form N-2.
PROVIDED, HOWEVER, that in no case shall the Master Fund be liable
for indemnification hereunder (i) with respect to any claims made
against any Covered Person unless a Covered Person shall have notified
the Master Fund in writing within a reasonable time after the summons,
other first legal process, notice of a federal, state or local tax
deficiency, or formal initiation of a regulatory investigation or
6
proceeding giving information of the nature of the claim shall have
properly been served upon or provided to a Covered Person seeking
indemnification or (ii) if such Losses were the result of the
negligence or willful misconduct of the Covered Person. Without
limiting the generality of the foregoing, the Master Fund's indemnity
to Covered Persons shall include all relevant liabilities of Covered
Persons under the Securities Laws, as if the Offering Documents
constitute a "prospectus" within the meaning of the 1933 Act, and the
Master Fund had registered its units under the 1933 Act pursuant to a
registration statement meeting the requirements of the 1933 Act.
Failure to notify the Master Fund of such claim shall not relieve the
Master Fund from any liability that it may have to any Covered Person
otherwise than on account of the indemnification contained in this
Section.
(b) The Master Fund will be entitled to participate at its own
expense in the defense or, if it so elects, to assume the defense of
any suit brought to enforce any such liability, but, if the Master
Fund elects to assume the defense, such defense shall be conducted
by counsel chosen by the Master Fund. In the event the Master Fund
elects to assume the defense of any such suit and retain such
counsel, each Covered Person in the suit may retain additional
counsel but shall bear the fees and expenses of such counsel unless
(A) the Master Fund shall have specifically authorized the retaining
of and payment of fees and expenses of such counsel or (B) the
parties to such suit include any Covered Person and the Master Fund,
and any such Covered Person has been advised in a written opinion by
counsel reasonably acceptable to the Master Fund that one or more
legal defenses may be available to it that may not be available to
the Master Fund, in which case the Master Fund shall not be entitled
to assume the defense of such suit notwithstanding its obligation to
bear the fees and expenses of one counsel to such persons. The
Master Fund shall not be required to indemnify any Covered Person
for any settlement of any such claim effected without its written
consent, which consent shall not be unreasonably withheld or
delayed. The indemnities set forth in paragraph (a) will be in
addition to any liability that the Master Fund might otherwise have
to Covered Persons.
ARTICLE IV
ADDITIONAL AGREEMENTS
Sec. 4.1 ACCESS TO INFORMATION. Throughout the life of this Agreement,
the Feeder Fund and the Master Fund shall afford each other reasonable access at
all reasonable times to such party's officers, employees, agents and offices and
to all relevant books and records and shall furnish each other party with all
relevant financial and other data and information as such other party may
reasonably request.
Sec. 4.2 CONFIDENTIALITY. Each party agrees that it shall hold in
strict confidence all data and information obtained from another party (unless
such information is or becomes readily ascertainable from public or published
information or trade sources or public disclosure of such information is
required by law) and shall ensure that its officers, employees and authorized
representatives do not disclose such information to others without the prior
written consent of the party from whom it was obtained, except if disclosure is
required by the SEC, any other regulatory body, the Feeder Fund's and the Master
Fund's respective auditors, or in the view of counsel to the disclosing party
7
such disclosure is required by law, and then only with as much prior written
notice to the other party as is practical under the circumstances. Each party
hereto acknowledges that the provisions of this Section 4.2 shall not prevent
the Master Fund from filing a copy of this Agreement as an exhibit to a
registration statement on Form N-2 as it relates to the Master Fund and that
such disclosure by the Master Fund shall not require any additional consent from
the other parties.
Sec. 4.3 OBLIGATIONS OF THE FEEDER FUND AND THE MASTER FUND. The Master
Fund agrees that the financial obligations of the Feeder Fund under this
Agreement shall be binding only upon the assets of the Feeder Fund, and that
except to the extent liability may be imposed under relevant Securities Laws,
the Master Fund shall not seek satisfaction of any such obligation from the
directors, officers, agents, employees, managers or members of the Feeder Fund.
The Feeder Fund agrees that the financial obligations of the Master Fund under
this Agreement shall be binding only upon the assets of the Master Fund and
that, except to the extent liability may be imposed under relevant Securities
Laws, the Feeder Fund shall not seek satisfaction of any such obligation from
the directors, officers, agents, employees, managers or other members of the
Master Fund.
ARTICLE V
TERMINATION, AMENDMENT
Sec. 5.1 TERMINATION. This Agreement may be terminated at any time by
the mutual agreement in writing of all parties, or by any party on ninety (90)
days' advance written notice to the other parties hereto; provided, however,
that nothing in this Agreement shall limit the Feeder Fund's right to have
repurchased all or a portion of its Units in accordance with the limited
liability company agreement of the Master Fund or any repurchase offer made by
the Master Fund. The provisions of Article III and Sections 4.2 and 4.3 shall
survive any termination of this Agreement.
Sec. 5.2 AMENDMENT. This Agreement may not be amended, modified or
supplemented except by the written agreement of the parties.
ARTICLE VI
GENERAL PROVISIONS
Sec. 6.1 EXPENSES. All costs and expenses incurred in connection with
this Agreement and the conduct of business contemplated hereby shall be paid by
the party incurring such costs and expenses.
Sec. 6.2 HEADINGS. The headings and captions contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
Sec. 6.3 ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding between the parties concerning the subject matter of this
Agreement and incorporates or supersedes all prior negotiations and
understandings (except as they may be covered in the Transfer Agreement). There
are no covenants, promises, agreements, conditions or understandings, either
oral or written, between the parties relating to the subject matter of this
Agreement other than those set forth herein and those set forth in the Transfer
Agreement. This Agreement may be amended only in a writing signed by all
parties.
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Sec. 6.4 SUCCESSORS. Each and all of the provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; PROVIDED, HOWEVER, that neither this
Agreement, nor any rights herein granted may be assigned to, transferred to or
encumbered by any party, without the prior written consent of the other parties
hereto.
Sec. 6.5 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard to
the conflicts of laws provisions thereof; PROVIDED, HOWEVER, that in the event
of any conflict between the 1940 Act and the laws of New York, the 1940 Act
shall govern.
Sec. 6.6 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any
party hereto may execute this Agreement by signing one or more counterparts.
Sec. 6.7 THIRD PARTIES. Except as expressly provided in Article III,
nothing herein expressed or implied is intended or shall be construed to confer
upon or give any person, other than the parties hereto and their successors or
assigns, any rights or remedies under or by reason of this Agreement.
Sec. 6.8 NOTICES. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly given
or made when delivered in person or three days after being sent by certified or
registered United States mail, return receipt requested, postage prepaid,
addressed:
If to Feeder Fund:
Robeco-Sage Triton Fund, L.L.C.
c/o Robeco Investment Management, Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
If to Master Fund:
Robeco-Sage Triton Master Fund, L.L.C.
c/o Robeco Investment Management, Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Sec. 6.9 INTERPRETATION. Any uncertainty or ambiguity existing herein
shall not be interpreted against any party, but shall be interpreted according
to the application of the rules of interpretation for arms' length agreements.
Sec. 6.10 OPERATION OF THE FUNDS. Except as otherwise provided herein,
this Agreement shall not limit the authority of the Feeder Fund to take such
action as it may deem appropriate or advisable in connection with all matters
relating to the operation of the Feeder Fund and the sale of its interest.
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Sec. 6.11 RELATIONSHIP OF PARTIES; NO JOINT VENTURE, ETC. It is
understood and agreed that the Feeder Fund shall not hold itself out as an agent
of the Master Fund with the authority to bind such party, nor shall the Master
Fund hold itself out as an agent of the Feeder Fund with the authority to bind
such party.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers, thereunto duly authorized, as of the date
first written above.
MASTER FUND
Robeco-Sage Triton Master Fund, L.L.C.
By: ----------------------------------
Name:
Title:
FEEDER FUND
Robeco-Sage Triton Fund, L.L.C.
By: ----------------------------------
Name:
Title:
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