MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (the "Agreement") is made as of the 12th day of
September, 2005 and amended and restated as of the [1st day of January], 2009,
by and between Robeco Investment Management, Inc. ("RIM") and Robeco-Sage
Multi-Strategy Fund, L.L.C. (the "Fund").
WHEREAS, the Fund wishes to retain RIM to provide to it certain
administrative services;
NOW THEREFORE, in consideration of the terms and conditions herein
contained, the parties agree as follows:
1. APPOINTMENT OF RIM.
(a) The Fund hereby retains RIM to provide and RIM hereby agrees to
provide certain administrative services to the Fund. These services shall
include:
(i) providing office space, telephone and utilities;
(ii) providing administrative and secretarial, clerical and other
personnel as necessary to provide the services required to be
provided under this Agreement;
(iii) supervising the entities which are retained by the Fund to
provide administration, custody and other services to the
Fund;
(iv) handling investor inquiries regarding the Fund and providing
investors with information concerning their investments in the
Fund and capital account balances;
(v) monitoring relations and communications between investors and
the Fund;
(vi) assisting in the drafting and updating of disclosure documents
relating to the Fund and assisting in the preparation of
offering materials;
(vii) maintaining and updating investor information, such as change
of address and employment;
(viii) assisting in the preparation and mailing of investor
subscription documents and confirming the receipt of such
documents and funds;
(ix) assisting in the preparation of regulatory filings with the
Securities and Exchange Commission (the "Commission") and
state securities regulators and other Federal and state
regulatory authorities;
(x) preparing reports to and other informational materials for
members and assisting in the preparation of proxy statements
and other member communications;
(xi) monitoring compliance with regulatory requirements and with
the Fund's investment objective, policies and restrictions as
established by the Board of Managers (the "Board");
(xii) reviewing accounting records and financial reports of the
Fund, assisting with the preparation of the financial reports
of the Fund and acting as liaison with the Fund's accounting
agent and independent auditors;
(xiii) assisting in the preparation and filing of tax returns;
(xiv) coordinating and organizing meetings of the Board and
meetings of the members of the Fund, in each case when called
by such persons;
(xv) preparing materials and reports for use in connection with
meetings of the Board;
(xvi) maintaining and preserving those books and records of the
Fund not maintained by any sub-adviser of the Fund or the
Fund's administrator, accounting agent or custodian (which
books and records shall be the property of the Fund and
maintained and preserved as required by the Investment Company
Act of 1940 (the "1940 Act") and the rules thereunder and
shall be surrendered to the Fund promptly upon request);
(xvii) reviewing and arranging for payment of the expenses of the
Fund;
(xviii) assisting the Fund in conducting offers to members of the
Fund to repurchase member interests;
(xix) reviewing and approving all regulatory filings of the Fund
required under applicable law;
(xx) reviewing investor qualifications and subscription
documentation and otherwise assisting in administrative
matters relating to the processing of subscriptions for
interests in the Fund;
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(xxi) providing the services of persons employed by the Fund's
investment adviser (the "Investment Adviser") or its
affiliates who may be appointed as officers of the Fund by the
Board; and
(xxii) assisting the Fund in routine regulatory examinations, and
working closely with any counsel retained to represent any
members of the Board who are not "interested persons," as
defined by the 1940 Act and the rules thereunder (the
"Independent Managers") of the Fund in response to any
litigation, investigations or regulatory matters.
(b) RIM may sub-contract with third parties to perform any or all of
the services to be performed by RIM hereunder; provided however, that RIM shall
remain fully responsible to the Fund for the acts and omissions of such third
parties to the extent provided herein.
(c) Notwithstanding the appointment of RIM to provide administrative
services hereunder, the Board shall remain responsible for supervising and
controlling the management, business and affairs of the Fund.
2. MANAGEMENT FEE; EXPENSES.
(a) In consideration for the provision by RIM of its services
hereunder, the Fund will pay RIM a fee payable quarterly, equal to 0.025% (0.10%
on an annualized basis) of the Fund's "net assets" (the "Management Fee"). "Net
assets" shall equal the 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. However, so long as
substantially all of the Fund's assets are invested in a registered investment
company also advised by RIM that has the same investment objective and
substantially the same investment policies as the Fund, the Fund will not be
subject to the Management Fee.
(b) The Management 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 RIM the pro rata amount of the Management 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) RIM is responsible for all costs and expenses associated with the
provision of its services hereunder. The Fund shall pay all other expenses
associated with the conduct of its business.
3. LIABILITY. RIM will not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund, the Managers serving on the Board
("Managers") or the Fund's members in connection with the performance of its
duties under this Agreement,
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except a loss (as to which it will be liable and will indemnify and hold
harmless the Fund) resulting from willful misfeasance, bad faith or gross
negligence on RIM's part (or on the part of an officer or employee of RIM) in
the performance of its duties hereunder or reckless disregard by it of its
duties under this Agreement.
4. EFFECTIVE DATE AND TERMINATION. This Agreement shall become effective as
of the date first noted above, and shall remain in effect for an initial term of
two years from the date of its effectiveness. This Agreement may be continued in
effect from year to year after its initial term provided that such continuance
is approved annually by the Board, including the vote of a majority of the
Managers who are not "interested persons" of the Fund, as defined by the 1940
Act. This Agreement may be terminated by RIM, by the Board or by vote of a
majority of the outstanding voting securities of the Fund at any time, in each
case upon not less than 60 days' prior written notice. This Agreement shall also
terminate automatically in the event of its "assignment," as such term is
defined by the 1940 Act.
5. ENTIRE AGREEMENT.This Agreement embodies the entire understanding of the
parties. This Agreement cannot be altered, amended, supplemented, or abridged,
or any provisions waived except by written agreement of the parties.
6. CHOICE OF LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of New York and the 1940 Act. In the event
the laws of New York conflict with the 1940 Act, the applicable provisions of
the 1940 Act shall control.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
ROBECO-SAGE MULTI-STRATEGY FUND, L.L.C.
By: ____________________
Name: Xxxxxxx X. Xxxxxxx
Title: Manager
ROBECO INVESTMENT MANAGEMENT, INC.
By: ____________________
Name:
Title:
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