Select Multi-Strategy Master Fund
This AGREEMENT is made
and entered into as of July __, 2013 by and between Steben Select Multi-Strategy Master Fund, a Delaware statutory trust (the “Fund”),
and Steben & Company, Inc., a Maryland corporation (the “Advisor”).
WHEREAS, the Fund will
be registered with the Securities and Exchange Commission (the “SEC”) as a closed-end management investment
company under the Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, the Advisor
is registered with the SEC as an investment advisor under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Fund desires
to retain the Advisor so that it will render investment management services to the Fund in the manner and on the terms and conditions
hereinafter set forth; and
WHEREAS, the Advisor
is willing to render such services and/or engage others to render such services to the Fund;
NOW THEREFORE, in consideration
of the promises and mutual covenants herein contained, it is agreed by the parties as follows:
The Fund hereby appoints the Advisor to act as investment advisor and provide investment advisory services to such Fund, subject
to the supervision of the Fund’s Board of Trustees (the “Board”), for the period and on the terms and
conditions set forth in this Agreement. The Advisor accepts such appointment and agrees to render the services and to assume the
obligations set forth in this Agreement commencing on its effective date for the compensation herein provided.
of the Advisor.
(a) The Advisor,
or an affiliate of the Advisor (“Advisor Affiliate”), to the extent permitted by applicable laws, rules and
regulatory interpretations, hereby undertakes and agrees, upon the terms and conditions herein set forth, subject to the supervision
of the Fund’s Board, either directly or indirectly through one or more Subadvisors (as that term is defined in paragraph
(i) to make investment
decisions and provide a program of continuous investment management for the Fund; prepare, obtain, evaluate, and make available
to the Fund research and statistical data in connection therewith; 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; engage in or
supervise the selection, acquisition, retention, and sale of investments, securities, and/or cash; engage in or supervise the selection,
acquisition, retention, and sale of unregistered investment funds and/or other investment vehicles (the “Portfolio Funds”);
select brokers or dealers to execute transactions; and all of the aforementioned shall be done in material accordance with the
Fund’s investment objective, policies, and limitations as stated in the Fund’s registration statement filed with the
SEC on Form N-2 under the 1940 Act (the “Registration Statement”), as amended from time to time, and in accordance
with guidelines and directions from the Fund’s Board and any applicable laws and regulations;
(ii) subject to the
direction and control of the Board, to assist the Fund as it may reasonably request in the conduct of the Fund’s business,
including oral and written research, analysis, advice, statistical, and economic data, judgments regarding individual investments,
general economic conditions and trends, and long-range investment policies; determine or recommend the securities, instruments,
repurchase agreements, options, and other investments (including the Portfolio Funds), and techniques that the Fund will purchase,
sell, enter into, use, or provide in an ongoing evaluation of the Fund’s portfolio; continuously manage and supervise the
investment program of the Fund and the composition of its investment portfolio in a manner consistent with the investment objective,
policies, and restrictions of the Fund, as set forth in its Registration Statement and as may be adopted from time to time by the
Board, and applicable laws and regulations; determine or recommend the extent to which the Fund’s portfolio shall be invested
in securities, Portfolio Funds, and other assets, and what portion, if any, should be held uninvested; and undertake to do anything
incidental to the foregoing to facilitate the performance of its obligations hereunder;
(iii) to furnish to
or place at the disposal of the Fund information, evaluations, analyses, and opinions formulated or obtained by the Advisor in
the discharge of its duties as the Fund may, from time to time, reasonably request, and maintain or cause to be maintained for
the Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records,
and reports, and other information are not maintained or furnished by the custodian, transfer agent, administrator, sub-administrator,
or other agent of the Fund;
(iv) to furnish to
or place at the disposal of the Fund, such office space, telephone, utilities, and facilities as the Fund may require for its reasonable
needs and to furnish at the expense of the Advisor clerical services related to research, statistical, and investment work;
(v) to render or make
available to the Fund management and administrative assistance in connection with the operation of the Fund that shall include
(i) compliance with all reasonable requests of the Fund for information, including information required in connection with the
Fund’s filings with the SEC, other federal and state regulatory organizations, and self-regulatory organizations, and (ii)
such other services as the Advisor shall from time to time determine to be necessary or useful to the administration of the Fund;
(vi) to pay the reasonable
salaries, fees, and expenses of the Fund’s employees (including the Fund’s share of any payroll taxes) and any fees
and expenses of the Fund’s trustees (“Trustees”) who are partners, directors, trustees, or employees of
or otherwise affiliated with the Advisor; provided, however, that the Fund, and not the Advisor, shall bear travel expenses (or
an appropriate portion thereof) of Trustees of the Fund who are partners, directors, trustees, or employees of the Advisor to the
extent that such expenses relate to attendance at meetings of the Fund’s Board or any committees thereof or Advisors thereto.
The Advisor shall also bear all expenses arising out of its duties hereunder, including travel and other expenses related to the
selection and monitoring of Portfolio Funds. The Advisor shall not be responsible for any expenses of the Fund other than those
specifically allocated to the Advisor in this Agreement.
(b) In particular,
but without limiting the generality of the foregoing, the Advisor shall not be responsible, except to the extent of the reasonable
compensation of the Fund’s employees who are partners, directors, trustees, or employees of the Advisor whose services may
be involved, for the following expenses of the Fund: all fees 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, and enforcing the Fund’s rights in respect of such investments; brokerage commissions; interest and fees
on any borrowings by the Fund; professional fees (including, without limitation, expenses of consultants, experts and specialists);
research expenses; fees and expenses of outside legal counsel (including fees and expenses associated with the review of documentation
for prospective investments by the Fund), including foreign legal counsel; accounting, auditing and tax preparation expenses; fees
and expenses in connection with repurchase offers and any repurchases or redemptions of Fund shares of beneficial interest; taxes
and governmental fees (including tax preparation fees); fees and expenses of any custodian, subcustodian, transfer agent, and registrar,
and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the
Fund’s transactions among the Advisor and any custodian or other agent engaged by the Fund; bank services fees; expenses
of preparing, printing, and distributing copies of offering memoranda and any other sales material (and any supplements or amendments
thereto), reports, notices, other communications to holders of shares of beneficial interest in the Fund (each a “Shareholder”),
and proxy materials; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses
of Shareholders’ meetings; expenses of corporate data processing and related services; Shareholder recordkeeping and Shareholder
account services, fees, and disbursements; expenses relating to investor and public relations; and extraordinary or non-recurring
expenses as may arise, including litigation to which the Fund may be a party and indemnification of the Trustees and officers with
3. Name of
the Fund. The Fund may use the name “Steben” only for so long as this Agreement or any extension, renewal
or amendment hereof remains in effect, including any similar agreement with any organization that shall have succeeded to the business
of the Advisor. At such time as such an agreement shall no longer be in effect, the Fund will (to the extent that it lawfully can)
cease to use any name derived from Steben & Company, Inc. or any successor organization.
The Advisor may, at its expense and subject to its supervision, engage one or more persons, including, but not limited to, subsidiaries
and affiliated persons of the Advisor, to render any or all of the investment advisory services that the Advisor is obligated to
render under this Agreement, including, subject to approval of the Fund’s Board, a person or persons to render investment
advisory services including the provision of a continuous investment program and the determination of the composition of the securities
and other assets of the Fund (each, a “Subadvisor”). Shareholder approval of the appointment of a Subadvisor
by the Advisor pursuant to this paragraph is required only to the extent required by applicable law, as may be modified by any
exemptive order or other interpretation issued by the SEC or its staff.
Compliance. In performing its duties hereunder, the Advisor (and any Subadvisors selected by the Advisor) shall
in all material respects comply with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state
laws and regulations, with any applicable procedures adopted by the Board, and with the provisions of the Registration Statement.
As compensation for the services performed and the facilities and personnel provided by the Advisor pursuant to this Agreement,
the Fund will pay the Advisor monthly in arrears a fee, calculated on the last business day of such month at the annual rate of
1.25% of the Fund’s month-end net assets. If the Advisor shall serve hereunder for less than the whole of any month, the
fee hereunder shall be prorated according to the proportion that such period bears to the full month and shall be payable within
30 days after the end of the relevant month or the date of termination of this Agreement, as applicable. The value of the net assets
of the Fund shall be determined pursuant to the applicable provisions of the declaration of trust of the Fund, the Fund’s
valuation procedures, and its Registration Statement, each as amended from time to time. If the determination of the net asset
value of the Fund has been suspended for a period including the end of any month when the Advisor’s compensation is payable
pursuant to this paragraph, then the Advisor’s compensation payable with respect to such month shall be computed on the basis
of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the
value of the net assets of its portfolio more than once in any month, then the last such determination thereof in that month shall
be deemed to be the sole determination thereof in that month for the purposes of this paragraph.
(a) In executing
transactions for the Fund and selecting brokers or dealers, the Advisor (either directly or through Subadvisors) shall place orders
pursuant to its investment determinations for the Fund directly with the issuer, or with any broker or dealer, in accordance with
applicable policies expressed in the Fund’s Registration Statement and in accordance with any applicable legal requirements.
Without limiting the foregoing, the Advisor (or a Subadvisor) shall seek to obtain for the Fund the best execution available, considering
all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. Subject to the appropriate
policies and procedures approved by the Fund’s Board, the Advisor (or the Subadvisor) may, to the extent authorized by Section
28(e) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), cause the Fund to
pay a broker or dealer that provides brokerage or research services to the Advisor (or the Subadvisor) an amount of commission
for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting
that transaction if the Advisor (or the Subadvisor) determines, in good faith, that such amount of commission is reasonable in
relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the
Advisor’s (or the Subadvisor’s) overall responsibilities to the Fund or its other advisory clients. To the extent authorized
by Section 28(e) of the Securities Exchange Act and the Fund’s Board, the Advisor (or the Subadvisor) shall not be deemed
to have acted unlawfully or to have breached any duty created by this Agreement with respect to the Fund or otherwise solely by
reason of such action.
(b) To the extent
applicable to the Fund and consistent with these standards, in accordance with Section 11(a) of the Securities Exchange Act and
Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations, the Advisor (or the Subadvisor) is further
authorized to allocate the orders placed by it on behalf of the Fund to the Advisor (or the Subadvisor) if it is registered as
a broker or dealer with the SEC, to its affiliate that is registered as a broker or dealer with the SEC, or to such brokers and
dealers that also provide research or statistical research and material, or other services to the Fund or the Advisor (or the Subadvisor).
Such allocation shall be in such amounts or proportions as the Advisor (or the Subadvisor) shall determine consistent with the
above standards, and, upon request, the Advisor (or the Subadvisor) will report on said allocation regularly to the Fund’s
Board indicating the broker and dealers to which such allocations have been made and the basis therefor.
of Rights. The Adviser, unless and until otherwise directed by the Board, will exercise all rights of security holders
with respect to securities held by the Fund, including, but not limited to: voting proxies, converting, tendering, exchanging or
redeeming securities; participating as a claimant in class action litigation (including litigation with respect to securities previously
held) when provided notice of such litigation, and exercising rights in the context of a bankruptcy or other reorganization.
The Advisor (or the Subadvisor) shall regularly report to the Fund’s Board on the investment program of the Fund and the
issuers and securities generally represented in the Fund’s portfolio, including reports received from the Portfolio Funds,
and will furnish the Board such periodic and special reports as the Board may reasonably request.
10. Not Exclusive.
Nothing herein shall be construed as prohibiting the Advisor, Subadvisor, or any director, trustee, partner, employee, or affiliate
thereof from providing investment management or advisory services to, or entering into investment management or advisory agreements
with, other clients (including other registered investment companies), including clients which may from time to time purchase and/or
sell securities of issuers in which the Fund invests, or from utilizing (in providing such services) information furnished to the
Advisor by advisors and consultants to the Fund and others (including Subadvisors); provided however, that the Advisor will undertake
no activities that, in its judgment, will adversely affect the performance of its obligations under this Agreement.
of Interest. Whenever the Fund and one or more other accounts or investment companies managed or advised by the
Advisor, an Advisor Affiliate, or a Subadvisor have available funds for investment, investments suitable and appropriate for each
shall be allocated in accordance with procedures approved by the Fund’s Board and believed by the Advisor, Advisor Affiliate
or the Subadvisor to be equitable to each entity. Similarly, opportunities to sell securities shall be allocated in accordance
with procedures approved by the Fund’s Board and believed by the Advisor, Advisor Affiliate or the Subadvisor to be equitable.
The Fund recognizes that in some cases this procedure may adversely affect the size of the position that may be acquired or disposed
of for the Fund. In addition, the Fund acknowledges that any partner, director, or trustee of, or persons employed by, the Advisor,
an Advisor Affiliate, or a Subadvisor, who may also be a Shareholder, Trustee, or person employed by, the Fund, to assist in the
performance of the Advisor’s or the Subadvisor’s duties hereunder will not devote his or her full time to such service
and nothing contained herein shall be deemed to limit or restrict the right of the Advisor, any Advisor Affiliate or a Subadvisor
to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.
Contractor. The Advisor shall for all purposes herein be deemed to be an independent contractor and shall, unless
otherwise expressly provided herein or authorized by the Fund’s Board from time to time, have no authority to act for or
represent the Fund in any way or otherwise be deemed its agent.
The Advisor may rely on information reasonably believed by it to be accurate and reliable, including but not limited to, any information
or report from the Portfolio Funds, and shall give the Fund the benefit of its best judgment and effort in rendering services hereunder.
Neither the Advisor nor its partners, officers, directors, employees, affiliates, successors, or other legal representatives shall
be subject to any liability for any act or omission, error of judgment, mistake of law, or for any loss suffered by the Fund, in
the course of, connected with, or arising out of any services to be rendered hereunder, except by reason of willful misfeasance,
bad faith, or gross negligence on the part of the Advisor in the performance of its duties or by reason of reckless disregard on
the part of the Advisor of its obligations and duties under this Agreement. Any person, even though also employed by the Advisor,
who may be or become an employee of the Fund and paid by the Fund shall be deemed, when acting within the scope of his employment
by the Fund, to be acting in such employment solely for the Fund and not as an employee or agent of the Advisor.
(a) The Fund will
indemnify the Advisor and any Advisor Affiliate, and each of their partners, members, directors, officers, and employees and any
of their affiliated persons, 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 in respect of the Fund, except those resulting from the willful misfeasance, 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 unlawful (collectively, “disabling conduct”).
Indemnification shall be made following: (i) a final decision on the merits by a court or other body before whom the proceeding
was brought that the Indemnified Person was not liable by reason of disabling conduct; or (ii) a reasonable determination that
the Indemnified Person is entitled to indemnification hereunder, provided that such determination is based upon a review of the
facts and reached by (A) the vote of a majority of the Fund’s trustees who are not parties to the proceeding or (B) legal
counsel selected by a vote of a majority of the Fund’s Board, further provided that such counsel’s determination be
written and provided to the Board. A Fund shall advance to an Indemnified Person reasonable attorneys’ fees and other costs
and expenses incurred with respect to the Fund in connection with defense of any action or proceeding arising out of such performance
or non-performance. The Advisor agrees, and each other Indemnified Person will be required to agree as a condition to any such
advance from a Fund, that if one of the foregoing parties receives any such advance, the party will reimburse the Fund for such
fees, costs, and expenses to the extent that it shall be determined that the party was not entitled to indemnification under this
paragraph. The rights of indemnification provided hereunder shall not be exclusive of or affect any other rights to which any person
may be entitled by contract or otherwise under law.
any of the foregoing, the provisions of this paragraph 14 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 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 to the fullest extent permitted by law. The provisions
of this paragraph shall survive the termination or cancellation of this Agreement.
15. Term of
Agreement; Termination. This Agreement shall remain in effect with respect to the Fund until July 18, 2015, and
shall continue in effect year to year thereafter, but only so long as such continuance is specifically approved at least annually
by the affirmative vote of: (i) a majority of the members of the Fund’s Board who are not parties to this Agreement or interested
persons (as defined in the 1940 Act) of any party to this Agreement, or of any entity regularly furnishing investment advisory
services with respect to the Fund pursuant to an agreement with any party to this Agreement, cast in person at a meeting called
for the purpose of voting on such approval; and (ii) a majority of the Fund’s Board or the holders of a majority of the outstanding
voting securities of the Fund. This Agreement may nevertheless be terminated at any time without penalty, on 60 days’ written
notice, by the Fund’s Board, by vote of holders of a majority of the outstanding voting securities of the Fund, or by the
Advisor. Any notice to a Fund or the Advisor shall be deemed given when received by the addressee.
This Agreement may not be transferred, assigned, sold, or in any manner hypothecated or pledged by either party hereto, except
as permitted under the 1940 Act or rules and regulations adopted thereunder. This Agreement shall automatically be terminated in
the event of its assignment, provided that an assignment to a corporate successor to all or substantially all of the Advisor’s
business or to a wholly-owned subsidiary of such corporate successor which does not result in a change of actual control or management
of the Advisor’s business shall not be deemed to be an assignment for the purposes of this Agreement.
This Agreement may be amended only by the written agreement of the parties whose rights are affected by the amendment. Any amendment
shall be required to be approved by the Fund’s Board and by a majority of its independent Trustees in accordance with the
provisions of Section 15(c) of the 1940 Act and the rules and regulations adopted thereunder. If required by the 1940 Act, any
material amendment also shall also be required to be approved by such vote of Shareholders of the Fund as required by the 1940
Act and the rules thereunder.
of Laws. This Agreement shall be construed in accordance with the laws of the State of Delaware, without giving
effect to the conflicts of laws principles thereof, provided, however, that nothing herein shall be construed as being inconsistent
with the 1940 Act. As used herein, the terms “interested person,” “assignment,” and “vote of a majority
of the outstanding voting securities” shall have the meanings set forth in the 1940 Act.
of Subsidiaries. If the Fund’s Board determines that it is in the best interests of the Fund and its Shareholders
to carry on all or part of the business of the Fund through one or more subsidiaries, the Board may cause the substantive terms
of this Agreement to apply to the management of any such subsidiary or subsidiaries.
20. Fund Obligations
and Shareholder Liability. The Advisor is hereby expressly put on notice of the limitation of shareholder liability
as set forth in the Fund’s Declaration of Trust and agrees that obligations assumed by the Fund pursuant to this Agreement
shall be limited in all cases to the Fund and its assets. The Advisor further agrees that it shall not seek satisfaction of any
such obligation from the shareholders or any individual shareholder of the Fund, nor from the Trustees or any individual Trustee
of the Fund. This Agreement is made by the Fund and executed on behalf of the Fund by an officer of the Fund, and the obligations
created hereby are not binding on any of the Shareholders, Trustees, employees, or agents, whether past, present, or future, of
the Fund individually, but bind only the assets and property of the Fund.
Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all
prior amendments and understandings relating to the subject matter hereof.
All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of
the Fund (attn: [Secretary]) or the Advisor (attn: [President]) (or to such other address or contact as shall be designated by
the Fund or the Adviser in a written notice to the other party) in person or by registered or certified mail or a private mail
or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in
accordance with this paragraph 22.
Majeure. The Advisor shall not be liable for delays or errors occurring by reason of circumstances beyond its control,
including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe,
acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond
its control, the Advisor shall take reasonable steps to minimize service interruptions but shall have no liability with respect
If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.
Terms. The provisions of paragraphs 3, 13, 14, 20, and 23 shall survive any termination of this Agreement.
This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, and it shall
not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.
The headings in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
[Remainder of Page Intentionally Left
IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first above
Steben Select Multi-Strategy Master Fund
Steben & Company, Inc.
|Steben Select Multi-Strategy Master Fund|
Investment Management Agreement