MEMBER SERVICES AGREEMENT
AGREEMENT, made as of the 12th day of September, 2005 and amended and
restated as of the [ ] day of [ ], 2009, by and between ROBECO SECURITIES,
L.L.C., as servicing agent ("Service Agent"), and ROBECO-SAGE MULTI-STRATEGY
FUND, L.L.C., a Delaware limited liability company (the "Fund").
WITNESSETH:
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), as a closed-end, non-diversified,
management investment company; and
WHEREAS, the Fund wishes to retain the Service Agent to facilitate and
assist in the provision by broker-dealers of personal investor services and
account maintenance services ("Member Services") to members of the Fund
("Members") that are customers of such broker-dealers;
NOW, THEREFORE, in consideration of the terms and conditions herein
contained, the parties agree as follows:
Section 1. APPOINTMENT OF THE SERVICE AGENT.
(a) The Fund hereby authorizes the Service Agent to supply Member Services
and/or to retain broker-dealers whose clients purchase units of limited
liability company interests in the Fund ("Units") to provide Member Services to
Members who are customers of such broker-dealers (the "Member Service
Providers"). Member Services shall include, but shall not be limited to:
(i) handling inquiries from Members regarding the Fund, including but not
limited to questions concerning their investments in the Fund, and reports
and tax information provided by the Fund;
(ii) assisting in the enhancement of communications between Members and
the Fund;
(iii) notifying the Fund of any changes to Member information, such as
changes of address; and
(iv) providing such other information and Member Services as may be
reasonably requested by the Fund or, in the case of Member Service Providers,
by the Service Agent.
Section 2. MEMBER SERVICING FEE.
(a) In recognition of the provision of Member Services by the Service
Agent and the payments the Service Agent will make to the Member Service
Providers that provide
Member Services (if any), the Fund will pay the Service Agent a quarterly fee
computed at the annual rate of 0.15% of the average net assets of the Fund
during the calendar quarter (the "Member Servicing Fee").
(b) In accordance with applicable NASD Conduct Rules, the parties
understand and agree that, pursuant to limitations imposed by the NASD, no
payments will be made to the Service Agent under this agreement to the extent
any payments made to the Service Agent and Member Service Providers, pursuant to
this agreement, exceed, in the aggregate, 0.9% of the total proceeds proposed to
be received by the Fund in respect of sales of Units registered under the Fund's
registration statement on Form N-2.
Section 3. DUTIES OF THE SERVICE AGENT.
(a) The Service Agent shall provide Member Services to Members that are
customers of the Service Agent.
(b) The Service Agent agrees, at the request of the Fund, to retain the
Member Service Providers to provide Member Services to their customers who are
Members and to compensate such Member Service Providers for their services.
(c) The Service Agent shall report to the Board of Managers of the Fund
(the "Board") at least annually, or more frequently as requested by the Board,
regarding: (i) the nature of the Member Services provided by the Service Agent
and the Member Service Providers (if any); (ii) the amount of payments made by
the Service Agent to such Member Service Providers (if any); and (iii) the
aggregate amount of Member Servicing Fees paid by the Fund.
Section 4. LIABILITY OF THE FUND.
The Service Agent understands and agrees that the obligations of the Fund
under this Agreement are not binding upon any Member or any person serving on
the Board (a "Manager") personally, but bind only the Fund and the Fund's
property. The Service Agent represents that it has notice of the provisions of
the Fund's Limited Liability Agreement disclaiming Member and Manager liability
for acts and obligations of the Fund.
Section 5. DURATION.
This Agreement will take effect on the date first set forth above and
remain in effect until terminated pursuant to paragraph 6 or 7 hereof.
Section 6. ASSIGNMENTS OR AMENDMENT.
This Agreement may be amended by the parties only if such amendment is
specifically approved (i) by the Managers or by the vote of a majority of
outstanding voting securities of the Fund and (ii) by the vote of a majority of
those Managers who are not parties to this Agreement or "interested persons" of
any such party cast in person at a meeting called for
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the purpose of voting on such approval. This Agreement shall automatically and
immediately terminate in the event of its assignment.
Section 7. TERMINATION.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Managers or by vote of a majority of the outstanding voting
securities of the Fund, or by the Service Agent, on sixty days' written notice
to the other party. Any termination of this Agreement shall not affect the
obligation of the Fund to pay any Member Servicing Fees to the Service Agent
accrued prior to such termination.
Section 8. CHOICE OF LAW.
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the Investment Company Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.
Section 9. TERMS.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested person," when used in this Agreement, shall have
the respective meanings specified in the Investment Company Act.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
ROBECO SECURITIES, L.L.C.
By: ______________________________
Name:
Title:
ROBECO-SAGE MULTI-STRATEGY FUND, L.L.C.
By:______________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Manager
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