AMENDMENT INVESTMENT ADVISORY AGREEMENT
AMENDMENT INVESTMENT ADVISORY AGREEMENT
This Amendment, dated as of January 1, 2007 is entered into by and among Mercantile Capital
Advisors, Inc., a Maryland corporation (the “Manager”), Mercantile Alternative Strategies Master
Fund LLC, a Delaware limited liability company (the “Master Fund”), and Robeco Investment
Management, Inc., a Delaware limited liability company (the “Adviser”).
WHEREAS, the Manager, Master Fund and Robeco-Sage Capital Management, L.L.C. entered into an
Investment Advisory Agreement dated as of June 30, 2006 (the “Investment Advisory Agreement”) under
which Robeco-Sage Capital Management, L.L.C. provided investment advisory services to the Master
Fund;
WHEREAS, effective this day, January 1, 2007, Robeco-Sage Capital Management, L.L.C. merged
into and with its parent company, Robeco USA, Inc., and Robeco USA, Inc. changed its name to Robeco
Investment Management, Inc. (the “restructuring”);
WHEREAS, Robeco-Sage Capital Management, L.L.C. And Robeco USA, Inc. have represented to the
Manager and the Master Fund that the restructuring will not result in a change in the management,
personnel and ongoing business of Robeco-Sage Capital Management, L.L.C. or otherwise cause an
actual change in control of its investment advisory business;
WHEREAS, the parties mutually desire to amend the Investment Advisory Agreement to reflect
that Robeco Investment Management, Inc. shall be the named Adviser to the Master Fund effective
this January 1, 2007 under the Investment Advisory Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained herein, the parties hereto agree that Robeco Investment Management, Inc. shall be the
Adviser to the Master Fund effective the date of this Amendment.
Except to the extent amended hereby, the Investment Advisory Agreement shall remain unchanged
and in full force and effect and is hereby ratified and confirmed in all respects as amended
hereby, and this Amendment shall in no way affect or change the duration or original effective date
of the Investment Advisory Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date and year first
above written.
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[signature page follows]
ROBECO INVESTMENT MANAGEMENT, INC. |
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/s/ Xxxxxxx X. Xxxxxxxx
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Title: |
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MERCANTILE CAPITAL ADVISORS, INC. |
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/s/ Xxxxx X. XxXxxxxxx
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Title: President |
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| MERCANTILE ALTERNATIVE STRATEGIES MASTER FUND LLC | ||
/s/ Xxxxx X. Xxxxx
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Title: Vice President |
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