ROCHDALE CORE ALTERNATIVE STRATEGIES FUND OPERATING EXPENSE LIMITATION AGREEMENT
ROCHDALE
CORE ALTERNATIVE STRATEGIES FUND
THIS
AGREEMENT is made and entered into as of this ____ day of _______ 2006, by
and
among ROCHDALE CORE ALTERNATIVE STRATEGIES FUND TEI, LLC, a Delaware limited
liability company (the “Tax-Exempt Fund”), ROCHDALE CORE ALTERNATIVE STRATEGIES
FUND, LLC, a Delaware limited liability company (the “Taxable Fund”), ROCHDALE
CORE ALTERTNATIVE STRATEGIES FUND (CAYMAN), LDC, a Cayman Islands limited
duration company (the “Offshore Fund”), ROCHDALE CORE ALTERNATIVE STRATEGIES
MASTER FUND, LLC, a Delaware limited liability company (the “Master Fund”), and
ROCHDALE INVESTMENT MANAGEMENT LLC, a Delaware limited liability company (the
“Advisor”)The Tax-Exempt Fund, the Taxable Fund, the Offshore Fund and the
Master Fund are sometimes referred to herein collectively the
“Funds”.
WITNESSETH:
WHEREAS,
the Advisor renders advice and services to the Funds pursuant to the terms
and
provisions of the Investment Management Agreement among the Funds and the
Advisor dated ________, 2006 (the “Investment Management Agreement”);
and
WHEREAS,
the Funds are responsible for, and have assumed the obligation for, payment
of
certain expenses pursuant to the Investment Management Agreement that have
not
been assumed by the Advisor; and
WHEREAS,
the Advisor desires to limit each of the Tax-Exempt and Taxable Fund’s
respective Operating Expenses (as that term is defined in Paragraph 2 of this
Agreement), including the Operating Expenses allocated to each of them by the
Master Fund and the Offshore Fund, pursuant to the terms and provisions of
this
Agreement, and the Funds desire to allow the Advisor to implement those limits;
NOW,
THEREFORE, in consideration of the covenants and the mutual promises hereinafter
set forth, the parties to this Agreement, intending to be legally bound hereby,
mutually agree as follows:
1.
Limit
on Operating Expenses.
The
Advisor hereby agrees to limit the current Operating Expenses of each of the
Tax-Exempt and Taxable Funds, including Operating Expenses allocated to each
of
them by the Master Fund and the Offshore Fund, to an annual rate, expressed
as a
percentage of each Fund’s average annual net assets, of 2.25% (the “Annual
Limits”). In the event that the current Operating Expenses each of the Tax-
Exempt and Taxable Funds, as accrued each month, exceed its Annual Limit, the
Advisor will pay to that Fund, on a monthly basis, the excess expense within
30
days of being notified that an excess expense payment is due.
2.
Definition.
For
purposes of this Agreement, the term “Operating Expense” with respect to a Fund
is defined to include all expenses necessary or appropriate for the operation
of
the Fund, including the Advisor’s investment advisory or management fee detailed
in the Investment Management Agreements, trail fee and other expenses described
in the Investment Management Agreement, but does not include any front-end
or
contingent deferred loads, taxes, leverage interest, brokerage commissions,
expenses incurred in connection with any merger or reorganization, or
extraordinary expenses, such as litigation; and does not include Acquired Fund
Fees and Expenses.
3.
Reimbursement
of Fees and Expenses.
The
Advisor retains its right to receive reimbursements of any excess expense
payments paid by it pursuant to this Agreement under the same terms and
conditions as it is permitted to receive reimbursements of reductions of its
investment management fee under the Investment Management
Agreement.
4.
Term.
This
Agreement shall become effective on the date specified herein and shall remain
in effect for a period of not less then one year initially and from year-to-year
thereafter, subject to annual approval by the Advisor unless sooner terminated
as provided in Paragraph 5 of this Agreement. This Agreement shall continue
in
effect thereafter for additional periods not exceeding one (1) year so long
as
such continuation is approved for each Fund at least annually by the Board
of
Directors of the Funds (and separately by the disinterested Directors of the
Funds).
5.
Termination.
This
Agreement may be terminated at any time, and without payment of any penalty,
by
the Board of Directors of the Funds, on behalf of any one or more Funds, upon
sixty (60) days written notice to the Advisor. This Agreement may not be
terminated by the Advisor without the consent of the Board of Directors of
the
Funds. This Agreement will automatically terminate, with respect to each Fund
listed in Appendix A to this Agreement, if the Investment Management Agreement
for that Fund is terminated, with such termination effective upon the effective
date of the Investment Management Agreement’s termination for that
Fund.
6.
Assignment.
This
Agreement and all rights and oblighations hereunder may not be assigned without
written consent of the other party.
7.
Severability.
If any
provisions of this Agreement shall be held or made invalid by a court decision,
statute or rule, or shall be otherwise rendered invalid, the remainder of this
Agreement shall not be affected thereby.
8.
Governing
Law.
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the State of Delaware without giving effect to the conflict of laws principles
thereof; provided that nothing herein shall be construed to preempt, or to
be
inconsistent with, any federal law, reulation or rule, including the Investmeent
Company Act of 1940, as amended and the Investment Advisers Act of 1940, as
amended and any rules and regulations promulgated thereunder.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
a duly authorized officer on one or more counterparts as of the date first
above
written.
|
ROCHDALE
CORE ALTERNATIVE
STRATEGIES
FUND, LLC
By:
________________________________
Name:
Title:
|
ROCHDALE
CORE ALTERNATIVE
STRATEGIES
FUND TEI, LLC
By:
________________________________
Name:
Title:
ROCHDALE
CORE ALTERNATIVE
STRATEGIES
MASTER FUND, LLC
By:
________________________________
Name:
Title:
ROCHDALE
CORE ALTERNATIVE
STRATEGIES
FUND (Cayman), LDC
By:
________________________________
Name:
Title:
ROCHDALE
INVESTMENT MANAGEMENT LLC
By:
________________________________
Name:
Title:
