MASTER / FEEDER
AGREEMENT
BETWEEN
ROBECO-SAGE TRITON INSTITUTIONAL FUND, L.L.C.
AND
ROBECO-SAGE TRITON MASTER FUND, L.L.C.
DATED AS OF
OCTOBER 1, 2008
TABLE OF CONTENTS
PAGE
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..........................................9
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 Institutional 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;
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.
(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
3
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
(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
4
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.
5
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 proceeding giving information of the nature
of the claim shall have properly been served upon or
6
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
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
7
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. 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. This
Agreement may be amended only in a writing signed by all parties.
8
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 Institutional 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.
9
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.
10
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 Institutional Fund, L.L.C.
By: _______________________________________________
Name:
Title:
11
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
PAGE
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...........................................9
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
2
statements therein, in light of the circumstances under which
they were made, not misleading.
(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.
3
(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
4
(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.
5
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 proceeding giving
information of the nature of the claim shall have properly been
served upon or
6
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
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
7
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.
8
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.
9
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.
10
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:
11
