MASTER / FEEDER
AGREEMENT
BETWEEN
ROBECO-SAGE MULTI-STRATEGY FUND, L.L.C.
AND
ROBECO-SAGE MULTI-STRATEGY MASTER FUND, L.L.C.
DATED AS OF
[JANUARY 1, 2009]
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 January, 2009], by and between Robeco-Sage Multi-Strategy Fund,
L.L.C. (the "Feeder Fund"), a Delaware limited liability company, and
Robeco-Sage Multi-Strategy 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
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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 Multi-Strategy 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 Multi-Strategy 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 Multi-Strategy Master Fund, L.L.C.
By:
------------------------------------------
Name:
Title:
FEEDER FUND
Robeco-Sage Multi-Strategy Fund, L.L.C.
By:
------------------------------------------
Name:
Title:
11
MASTER / FEEDER
AGREEMENT
BETWEEN
ROBECO-SAGE MULTI-STRATEGY INSTITUTIONAL FUND, L.L.C.
AND
ROBECO-SAGE MULTI-STRATEGY MASTER FUND, L.L.C.
DATED AS OF
[JANUARY 1, 2009]
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........................................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 January, 2009], by and between Robeco-Sage Multi-Strategy
Institutional Fund, L.L.C. (the "Feeder Fund"), a Delaware limited liability
company, and Robeco-Sage Multi-Strategy 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
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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
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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 proceeding giving information of the nature of the
claim shall have properly been served upon or
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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.
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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. 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.
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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 Multi-Strategy 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 Multi-Strategy 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 Multi-Strategy Master Fund, L.L.C.
By:
---------------------------------------
Name:
Title:
FEEDER FUND
Robeco-Sage Multi-Strategy Institutional Fund, L.L.C.
By:
--------------------------------------
Name:
Title:
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