FORM OF INVESTMENT ADVISORY AGREEMENT
THIS INVESTMENT ADVISORY AGREEMENT is made as of the 1st day of
October, 2008, by and between Robeco-Sage Multi-Strategy Master Fund, L.L.C., a
Delaware limited liability company (the "Fund"), and Robeco Investment
Management, Inc., a Delaware corporation (the "Investment Adviser").
WHEREAS, the Fund intends to engage in business as a closed-end,
non-diversified management investment company and is registered as such under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Investment Adviser is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended, and engages in the
business of acting as an investment adviser; and
WHEREAS, the Fund desires to retain the Investment Adviser to render
investment advisory services to the Fund in the manner and on the terms and
conditions hereinafter set forth; and
WHEREAS, the Investment Adviser desires to be retained to perform such
services on said terms and conditions;
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter contained, the Fund and the Investment Adviser agree as follows:
1. The Fund hereby retains the Investment Adviser to act as its
investment adviser and, subject to the supervision and control of the Board of
Managers of the Fund (the "Board of Managers"), to manage the investment
activities of the Fund as hereinafter set forth. Without limiting the generality
of the foregoing, the Investment Adviser shall: obtain and evaluate such
information and advice relating to the economy, securities markets, and
securities as it deems necessary or useful to discharge its duties hereunder;
continuously manage the assets of the Fund in a manner consistent with the
investment objective, policies and restrictions of the Fund, as set forth in the
registration statement of the Fund filed with the Securities and Exchange
Commission and as may be adopted from time to time by the Board of Managers, and
applicable laws and regulations; determine the securities to be purchased, sold
or otherwise disposed of by the Fund and the timing of such purchases, sales and
dispositions; invest discrete portions of the Fund's assets (which may
constitute, in the aggregate, all of the Fund's assets) in unregistered
investment funds or other investment vehicles and registered investment
companies ("Portfolio Funds"), which are managed by investment managers
("Portfolio Managers"), including Portfolio Managers for which separate
investment vehicles have been created in which the Portfolio Managers serve as
general partners or managing members and the Fund is the sole investor
("Portfolio Accounts") and Portfolio Managers who are retained to manage the
Fund's assets directly through separate managed accounts (Portfolio Managers of
Portfolio Accounts and of managed accounts are collectively referred to as
"Sub-Managers"), and take such further action, including the placing of purchase
and sale orders and the voting of securities on behalf of the Fund, as the
Investment Adviser shall deem necessary or appropriate. The Investment Adviser
shall furnish to or place at the disposal of the Fund such of the information,
evaluations, analyses
and opinions formulated or obtained by the Investment Adviser in the discharge
of its duties as the Fund may, from time to time, reasonably request.
2. Provided that the Fund shall not be required to pay any
compensation to the Investment Adviser for the services to be provided hereunder
other than as provided by the terms of this Agreement, the Investment Adviser is
authorized: (i) to obtain investment information, research or assistance from
any other person, firm or corporation to supplement, update or otherwise improve
its investment management services; and (ii) to enter into investment
sub-advisory agreements with any registered investment adviser (a
"Sub-Adviser"), subject to such approvals of the Board and members of the Fund
("Members") as may be required to comply with applicable provisions of the 1940
Act, delegating any or all of the investment advisory services required to be
provided by the Investment Adviser under Paragraph 1 hereof, subject to the
supervision of the Investment Adviser.
3. Without limiting the generality of paragraph 1 hereof, the
Investment Adviser and, if applicable, the Sub-Adviser, shall be authorized to
open, maintain and close accounts in the name and on behalf of the Fund with
brokers and dealers as it determines are appropriate; to select and place orders
with brokers, dealers or other financial intermediaries for the execution,
clearance or settlement of any transactions on behalf of the Fund on such terms
as the Investment Adviser (or the Sub-Adviser) considers appropriate and that
are consistent with the policies of the Fund; and, subject to any policies
adopted by the Board of Managers and to the provisions of applicable law, to
agree to such commissions, fees and other charges on behalf of the Fund as it
shall deem reasonable in the circumstances taking into account all such factors
as it deems relevant (including the quality of research and other services made
available to it even if such services are not for the exclusive benefit of the
Fund and the cost of such services does not represent the lowest cost available)
and shall be under no obligation to combine or arrange orders so as to obtain
reduced charges unless otherwise required under the federal securities laws; to
pursue and implement the investment policies and strategies of the Fund using a
multi-manager strategy whereby some or all of the Fund's assets may be committed
from time to time by the Investment Adviser (or the Sub-Adviser) to the
discretionary management of one or more Sub-Managers, the selection of which
shall be subject to the approval of the Board of Managers in accordance with
requirements of the 1940 Act and the approval of a majority (as defined in the
0000 Xxx) of the Fund's outstanding voting securities, unless the Fund receives
an exemption from the provisions of the 1940 Act requiring such approval by
security holders; and to identify appropriate Sub-Managers, assess the most
appropriate investment vehicles (general or limited partnerships, separate
managed accounts or other investment vehicles (pooled or otherwise), and
determine the assets to be committed to each Sub-Manager. The Investment Adviser
(or the Sub-Adviser) may, subject to such procedures as may be adopted by the
Board of Managers, use affiliates of the Investment Adviser as brokers to effect
the Fund's securities transactions and the Fund may pay such commissions to such
brokers in such amounts as are permissible under applicable law.
4. (a) In consideration for the provision by the Investment Adviser of
its services hereunder and the Investment Adviser's bearing of certain expenses,
the Fund shall pay the Investment Adviser a fee payable quarterly, equal to
0.1875% (0.75% on an annualized basis) of the Fund's "net assets" (the
"Investment Advisory Fee"). "Net assets" shall equal the
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total value of all assets of the Fund, less an amount equal to all accrued
debts, liabilities and obligations of the Fund calculated before giving effect
to any repurchases of interests.
(b) The Investment Advisory Fee will be computed based on the average
net assets of the Fund during each calendar quarter, after adjustment for any
subscriptions effective on such date, and will be due and payable in arrears
within five business days after the end of such calendar quarter.
(c) If this Agreement is terminated at any time during a quarter, the
Fund shall pay the Investment Adviser the pro rata amount of the Investment
Advisory Fee for the quarter allocable to that portion of such quarter which is
prior to the termination of the Agreement (based on the number of days in such
quarter).
(d) The Investment Adviser is responsible for all costs and expenses
associated with the provision of its services hereunder including, but not
limited to: expenses relating to the selection and monitoring of Portfolio
Managers; fees of any consultants or a Sub-Adviser retained by the Investment
Adviser; and expenses relating to qualifying potential investors and reviewing
subscription documents. The Investment Adviser shall, at its own expense,
maintain such staff and employ or retain such personnel and consult with such
other persons as may be necessary to render the services required to be provided
by the Investment Adviser or furnished to the Fund under this Agreement. Without
limiting the generality of the foregoing, the staff and personnel of the
Investment Adviser shall be deemed to include persons employed or otherwise
retained by the Investment Adviser or made available to the Investment Adviser.
5. The Fund will, from time to time, furnish or otherwise make
available to the Investment Adviser such financial reports, proxy statements,
policies and procedures and other information relating to the business and
affairs of the Fund as the Investment Adviser may reasonably require in order to
discharge its duties and obligations hereunder.
6. Except as provided herein or in another agreement between the Fund
and the Investment Adviser, the Fund shall bear all of its own expenses,
including: all investment related expenses (e.g., fees paid directly or
indirectly to Portfolio Managers, all costs and expenses directly related to
portfolio transactions and positions for the Fund's account such as direct and
indirect expenses associated with the Fund's investments, including its
investments in Portfolio Funds, transfer taxes and premiums, taxes withheld on
foreign dividends and, if applicable in the event the Fund utilizes a Portfolio
Account, brokerage commissions, interest and commitment fees on loans and debit
balances, borrowing charges on securities sold short, dividends on securities
sold but not yet purchased and margin fees); all costs and expenses associated
with the establishment of any Portfolio Accounts; any non-investment related
interest expense; fees and disbursements of any attorneys and accountants
engaged by the Fund; audit and tax preparation fees and expenses of the Fund;
all costs and expenses associated with background checks on Portfolio Managers;
all costs and expenses associated with retaining independent third parties to
provide risk management services to the Fund; custody and escrow fees and
expenses; the costs of an errors and omissions/directors and officers liability
insurance policy and a fidelity bond; the Investment Advisory Fee; the
management fee; fees and travel-related and other expenses of members of the
Board of Managers who are not employees of the
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Adviser or any affiliated person of the Adviser; all costs and charges for
equipment or services used in communicating information regarding the Fund's
transactions among the Adviser and any custodian or other agent engaged by the
Fund; any extraordinary expenses; and such other expenses as may be approved
from time to time by the Board of Managers.
7. The compensation provided to the Investment Adviser pursuant to
paragraph 4(a) hereof shall be the entire compensation for the services provided
to the Fund hereunder and the expenses assumed by the Investment Adviser under
this Agreement.
8. The Investment Adviser will use its best efforts in the supervision
and management of the investment activities of the Fund and in providing
services hereunder, but in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations hereunder, the Investment
Adviser, its directors, officers or employees and its affiliates, successors or
other legal representatives (collectively, the "Affiliates") shall not be liable
to the Fund for any error of judgment for any mistake of law or for any act or
omission by the Investment Adviser or any of the Affiliates or by any
Sub-Adviser or Sub-Manager or for any loss suffered by the Fund.
9. (a) The Fund shall indemnify the Investment Adviser and its
directors, members, officers or employees and their respective affiliates,
executors, heirs, assigns, successors or other legal representatives (each an
"Indemnified Person") against any and all costs, losses, claims, damages or
liabilities, joint or several, including, without limitation, reasonable
attorneys' fees and disbursements, resulting in any way from the performance or
non-performance of any Indemnified Person's duties with respect to the Fund,
except those resulting from the willful malfeasance, bad faith or gross
negligence of an Indemnified Person or the Indemnified Person's reckless
disregard of such duties, and in the case of criminal proceedings, unless such
Indemnified Person had reasonable cause to believe its actions were unlawful
(collectively, "disabling conduct"). Indemnification shall be made following:
(i) a final decision on the merits by a court or other body before which the
proceeding was brought that the Indemnified Person was not liable by reason of
disabling conduct or (ii) a reasonable determination, based upon a review of the
facts and reached by (A) the vote of a majority of the Board of Managers who are
not parties to the proceeding or (B) legal counsel selected by a vote of a
majority of the Board of Managers in a written advice, that the Indemnified
Person is entitled to indemnification hereunder. The Fund shall advance to an
Indemnified Person (to the extent that it has available assets and need not
borrow to do so) reasonable attorneys' fees and other costs and expenses
incurred in connection with defense of any action or proceeding arising out of
such performance or non-performance. The Investment Adviser agrees, and each
other Indemnified Person will agree as a condition to any such advance, that in
the event the Indemnified Person receives any such advance, the Indemnified
Person shall reimburse the Fund for such fees, costs and expenses to the extent
that it shall be determined that the Indemnified Person was not entitled to
indemnification under this paragraph 9.
(b) Notwithstanding any of the foregoing to the contrary, the
provisions of this paragraph 9 shall not be construed so as to relieve the
Indemnified Person of, or provide indemnification with respect to, any liability
(including liability under Federal Securities laws, which, under certain
circumstances, impose liability even on persons who act in good faith) to the
extent (but only to the extent) that such liability may not be waived, limited
or
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modified under applicable law or that such indemnification would be in violation
of applicable law, but shall be construed so as to effectuate the provisions of
this paragraph 9 to the fullest extent permitted by law.
10. Nothing contained in this Agreement shall prevent the Investment
Adviser or any affiliated person of the Investment Adviser from acting as
investment adviser or manager for any other person, firm or corporation and,
except as required by applicable law (including Rule 17j-1 under the 1940 Act),
shall not in any way bind or restrict the Investment Adviser or any such
affiliated person from buying, selling or trading any securities or commodities
for their own accounts or for the account of others for whom they may be acting.
Nothing in this Agreement shall limit or restrict the right of any member,
officer or employee of the Investment Adviser to engage in any other business or
to devote his or her time and attention in part to the management or other
aspects of any other business whether of a similar or dissimilar nature.
11. This Agreement shall remain in effect for an initial term of two
years from the date of its execution, and shall continue in effect from year to
year thereafter provided such continuance is approved at least annually by the
vote of a "majority of the outstanding voting securities of the Fund," as
defined by the 1940 Act and the rules thereunder, or by the Board of Managers;
and provided that in either event such continuance is also approved by a
majority of the Board of Managers who are not parties to this Agreement or
"interested persons" (as defined by the 1940 Act and the rules thereunder) of
any such party (the "Independent Managers"), by vote cast in person at a meeting
called for the purpose of voting on such approval. The Fund may at any time,
without payment of any penalty, terminate this Agreement upon sixty days' prior
written notice to the Investment Adviser, either by majority vote of the Board
of Managers or by the vote of a "majority of the outstanding voting securities
of the Fund" (as defined by the 1940 Act and the rules thereunder). The
Investment Adviser may at any time, without payment of penalty, terminate this
Agreement upon sixty days' prior written notice to the Fund. This Agreement
shall automatically terminate in the event of its "assignment," as defined by
the 1940 Act and the rules thereunder.
12. Any notice under this Agreement shall be given in writing and
shall be deemed to have been duly given when delivered by hand or facsimile or
five days after mailed by certified mail, post-paid, by return receipt requested
to the other party at the principal office of such party.
13. This Agreement may be amended only by the written agreement of the
parties. Any amendment shall be required to be approved by the Board of Managers
and by a majority of the Independent Managers in accordance with the provisions
of Section 15(c) of the 1940 Act and the rules thereunder. If required by the
1940 Act, any amendment shall also be required to be approved by the vote of a
"majority of the outstanding voting securities of the Fund," as defined by the
1940 Act and the rules thereunder.
14. This Agreement shall be construed in accordance with the laws of
the State of New York and the applicable provisions of the 1940 Act. To the
extent the applicable law of the State of New York, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the latter
shall control.
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15. The Fund represents that this Agreement has been duly approved by
the Board of Managers, including the vote of a majority of the Independent
Managers, and by the vote of a "majority of the outstanding voting securities of
the Fund," as defined by the 1940 Act and the rules thereunder.
16. The parties to this Agreement agree that the obligations of the
Fund under this Agreement shall not be binding upon any of the Managers, members
of the Fund or any officers, employees or agents, whether past, present or
future, of the Fund, individually, but are binding only upon the assets and
property of the Fund.
17. This Agreement embodies the entire understanding of the parties.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement on the day and year first above written.
ROBECO-SAGE MULTI-STRATEGY MASTER FUND, L.L.C.
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: Manager
ROBECO INVESTMENT MANAGEMENT, INC.
By:
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Name:
Title:
