Exhibit 25(2)(k)(2)
AMENDMENT AGREEMENT
This Amendment Agreement is made and entered into as of the 27th day of
February, 2006, by and between Robeco-Sage Multi-Strategy Fund, L.L.C.(f/k/a
Sage Multi-Strategy Fund, L.L.C.) (the "Fund") and Robeco-Sage Capital
Management, L.L.C. ("Sage").
WITNESSETH:
WHEREAS, the Fund and Sage entered into a Management Agreement dated as of
September 12, 2005 (the "Management Agreement"); and
WHEREAS, the Fund and Sage desire to amend the Management Agreement as
provided herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Section 2(a) of the Management Agreement shall be amended and restated in its
entirety to read as follows:
In consideration for the provision by Sage of its services hereunder, the
Fund will pay Sage 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.
2. Governing Law; Consent to Jurisdiction. This Amendment Agreement shall be
construed in accordance with the laws of the State of New York, without regard
to conflict of laws principles thereof. The Fund hereby consents to the
jurisdiction of a state or Federal court situated in New York City, New York in
connection with any dispute arising hereunder, and waives to the fullest extent
permitted by law its right to a trial by jury. To the extent that in any
jurisdiction the Fund may now or hereafter be entitled to claim, for itself or
its assets, immunity from suit, execution, attachment (before or after judgment)
or other legal process, the Fund irrevocably agrees not to claim, and it hereby
waives, such immunity.
3. Counterparts. This Amendment Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original; but such
counterparts together shall constitute only one instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Agreement as of the day and year first above written.
By: __________________________
Name:
Title:
on behalf of the Fund
ROBECO-SAGE CAPITAL
MANAGEMENT, L.L.C.
By: __________________________
Name:
Title