ADMINISTRATION SERVICING AGREEMENT
EXHIBIT
K(1)
THIS
AGREEMENT is made and entered into as of this ____ day of _______ 2006, by
and
between 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”), ROCHDALE
INVESTMENT MANAGEMENT, LLC,
a
Delaware limited liability company (the “Manager”) and U.S.
BANCORP FUND SERVICES, LLC,
a
Wisconsin limited liability company (“USBFS”). The Tax-Exempt Fund, the Taxable
Fund, the Offshore Fund and the Master Fund are sometimes referred to herein
individually as a “Fund”, and collectively as the “Funds”.
WHEREAS,
the Tax-Exempt Fund, the Taxable Fund and the Master Fund are closed-end
investment companies registered under the Investment Company Act of 1940, as
amended (the “1940 Act”);
WHEREAS,
the Offshore Fund is not
required to register
under
the 1940 Act;
WHEREAS,
each Fund is authorized to offer and sell units of interest in such Fund
(collectively, the “Units”);
WHEREAS,
substantially all of the Tax-Exempt Fund’s assets will be invested in the
Offshore Fund;
WHEREAS,
substantially all of the Offshore Fund’s and the Taxable Fund’s assets will be
invested in the Master Fund;
WHEREAS,
the Master Fund and the Manager have entered into an Investment Management
Agreement under which the Manager, as manager to the Master Fund, has
discretionary authority for the Master Fund with respect to investment
management; and
WHEREAS,
each Fund, the Manager and USBFS desire to enter into an agreement pursuant
to
which USBFS shall provide certain administration, fund accounting, investor
services and recordkeeping services to the Funds.
NOW,
THEREFORE, in consideration of the mutual promises and agreements herein
contained, and other good and valuable consideration, the receipt of which
is
hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
| 1. |
Appointment
of USBFS as Administrator
|
Each
Fund
and the Manager hereby appoints USBFS as administrator of the Funds on the
terms
and conditions set forth in this Agreement, and USBFS hereby accepts such
appointment and agrees to perform the services and duties set forth in this
Agreement. The services and duties of USBFS shall be confined to those matters
expressly set forth herein, and no implied duties are assumed by or may be
asserted against USBFS hereunder.
| 2. |
Services
and Duties of USBFS
|
USBFS
shall provide the following administration services to the <Fund:
>Funds:
| A. |
General
Fund Management:
|
| (1) |
Act
as liaison among Fund service providers.
|
| (2) |
Supply:
|
| a. |
Corporate
secretarial services.
|
| b. |
Office
facilities (which may be in USBFS’, or an affiliate’s, own offices).
|
| c. |
Non-investment-related
statistical and research data as reasonable required by the
Funds.
|
| (3) |
Coordinate
the Funds’ Boards of Directors
(the “Board’s
of
Directors” or the “Directors”) reasonably
required communications,
including,
but not limited to:
|
| a. |
Prepare
meeting agendas and resolutions, with the assistance of Fund counsel.
|
| b. |
Prepare
reports for the Boards
of
Directors based on financial and administrative data.
|
| c. |
Evaluate
independent auditor.
|
| d. |
If
requested, secure and monitor fidelity bond and director and officer
liability coverage, and make the necessary Securities and Exchange
Commission (the “SEC”) filings relating thereto.
|
| e. |
If
requested, prepare minutes of meetings of the Boards
of
Directors and Fund shareholders.
|
| f. |
Recommend
dividend declarations to the Boards of Directors and prepare and
distribute to appropriate parties notices announcing declaration
of
dividends and other distributions to shareholders.
|
| g. |
Attend
Boards
of
Directors meetings and present materials for Directors’ review at such
meetings.
|
| (4) |
Audits:
|
| a. |
Prepare
appropriate schedules and assist independent auditors.
|
| b. |
Provide
information to the SEC and facilitate audit process.
|
| c. |
Provide
office facilities.
|
| (5) |
Assist
in overall operations of the Funds.
|
| (6) |
Pay
Fund expenses upon written authorization from the Funds.
|
| (7) |
Keep
each
Fund’s governing documents, including its charter, Operating Agreement
and
minute books, but only to the extent such documents are provided
to USBFS
by the Fund or its representatives for safe
keeping.
|
| B. |
Compliance:
|
| (1) |
Regulatory
Compliance:
|
| a. |
Monitor
compliance with the 1940 Act requirements, including:
|
|
(i)
|
Total
return and SEC yield calculations.
|
|
(ii)
|
Maintenance
of books and records under Rule 31a-3.
|
| b. |
Monitor
each Fund's compliance with the policies and investment limitations
as set
forth in its prospectus (“Prospectus”)
and statement of additional information where relevant
information is available (“SAI”).
|
2
| c. |
Perform
its duties hereunder in compliance with all applicable laws and
regulations and provide any sub-certifications reasonably requested
by
the
each
Fund in connection with any certification required of the Fund pursuant
to
the Xxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or regulations
promulgated by the SEC thereunder.
|
| d. |
Monitor
applicable regulatory and operational service issues, and update
Boards
of
Directors periodically.
|
| (2) |
Blue
Sky Compliance:
|
| a. |
Prepare
and file with the appropriate state securities authorities any and
all
required compliance filings relating to the qualification of the
securities of the Fund so as to enable the Fund to make offerings
of its
shares in all states.
|
| b. |
Monitor
status and maintain registrations in each state.
|
| c. |
Provide
updates regarding material developments in state securities regulation.
|
| (3) |
SEC
Registration and Reporting:
|
| a. |
Assist
Fund counsel in annual update of the Prospectus and SAI and in preparation
of proxy statements as needed.
|
| b. |
Prepare
and file annual and semiannual shareholder reports, Form N-SAR, Form
N-CSR, and Form N-Q filings and Rule 24f-2 notices. As requested
by the
Fund, prepare and file Form N-PX
filings.
|
| c. |
Coordinate
the printing, filing and mailing of Prospectuses and shareholder
reports,
and amendments and supplements thereto.
|
| d. |
File
fidelity bond under Rule 17g-1.
|
| e. |
Monitor
sales of Fund shares and ensure that such shares are properly registered
or qualified, as applicable, with the SEC and the appropriate state
authorities.
|
| C. |
Financial
Reporting:
|
| (1) |
Provide
financial data required by the Prospectus and
SAI.
|
| (2) |
Prepare
financial reports for officers, shareholders, tax authorities, performance
reporting companies, the Boards
of
Directors, the SEC, and independent accountants.
|
| (3) |
Compute
the yield, total return, expense ratio and portfolio turnover rate
of each
class of the Funds.
|
| (4) |
Monitor
the expense accruals and notify each
Fund’s management of any proposed adjustments.
|
| (5) |
Prepare
quarterly financial statements, which include, without limitation,
the
following items:
|
| a. |
Schedule
of Investments.
|
| b. |
Statement
of Assets and Liabilities.
|
| c. |
Statement
of Operations.
|
| d. |
Statement
of Changes in Net Assets.
|
| e. |
Cash
Statement, if applicable.
|
| f. |
Schedule
of Capital Gains and Losses.
|
| (6) |
Prepare
quarterly broker security transaction summaries.
|
3
D.
Portfolio
Accounting:
|
(1)
|
Maintain
portfolio records on a trade date basis using security trade information
communicated from the Manager.
|
|
(2)
|
Identify
interest and dividend accrual balances as of each valuation date
and
calculate gross earnings on investments for each accounting
period.
|
|
(3)
|
Determine
gain/loss on security sales in accordance with the Governing Documents
and
identify them as short-term or long-term; account for periodic
distributions of gains or losses to Unitholders of the Funds (the
“Unitholders”) and maintain undistributed gain or loss balances as of each
valuation date.
|
|
(4)
|
Calculate
the Management Fee, Performance
Fee and
Carryforward Account (as those terms are defined in the Governing
Documents), and monitor for compliance with the expense limitation
arrangement as set forth in the Governing
Documents.
|
|
(5)
|
For
each valuation date, calculate the expense accrual amounts in accordance
with the Governing Documents or otherwise as directed by the Funds
as to
methodology, rate or dollar amount.
|
|
(6)
|
Process
and record payments for expenses upon receipt of written authorization
from the Funds.
|
|
(7)
|
For
each valuation date, determine the net asset value of the Funds according
to the accounting policies and procedures set forth in the Governing
Documents.
|
|
(8)
|
Reconcile
cash and investment balances of the Funds’
custodian.
|
|
(9)
|
Prepare
monthly reports which document the adequacy of the accounting detail
to
support month-end ledger balances.
|
|
(10)
|
Prepare
and provide various statistical data relating to the Funds as requested
on
an ongoing basis, including security transactions listings and portfolio
valuations.
|
E.
Partnership
Accounting:
(1) Account
for capital contributions and withdrawals on a timely basis in accordance with
the Governing Documents.
|
(2)
|
Calculate
per Share net asset value, per Share net earnings, and other per
Share
amounts reflective of the Funds’ operations at such time as required by
the nature and characteristics of the Funds (or as specified in the
Governing Documents).
|
|
(3)
|
Communicate,
at an agreed upon time, the per Share price for each valuation
date.
|
|
(4)
|
Prepare
allocations of profit, loss, special and other allocations among
the
Unitholders in accordance with the allocation methodology identified
in
the Prospectus.
|
|
(5)
|
Monitor
and allocate “new issue” income among the Unitholders in accordance with
applicable National Association of Securities Dealers, Inc.,
rules.
|
F.
Tax
Reporting:
4
|
(1)
|
Prepare
and file on a timely basis appropriate federal and state tax returns
including, without limitation, Form 1065 with any necessary schedules
including Schedule K-1.
|
|
(2)
|
Calculate
the adjusted tax basis of securities held by the Funds in accordance
with
Section 754 of the Code.
|
|
(3)
|
Prepare
state income breakdowns where relevant when
due.
|
|
(4)
|
File
Form 1099 Miscellaneous for payments to service providers when
due.
|
|
(5)
|
Monitor
tax items requiring special treatment, including wash sale losses
in
accordance with Section 1091 of the Code, straddles (Code Section
1092),
1256 contracts, constructive sales (Code Section 1259), short sales
(Code
Section 1233), foreign currency gain and loss (Code Section 988), foreign
taxes paid, and passive foreign investment company
interests.
|
|
(6)
|
Calculate
eligible dividend income for corporate Unitholders and qualified
dividend
income on an annual basis for Unitholders who are
individuals.
|
|
(7)
|
If
relevant, monitor the amount of unrelated business taxable income
earned
by the Funds.
|
|
(8)
|
Perform
tax withholding, deposits and reporting with respect to non-U.S.
Unitholders, if any.
|
G.
Unitholder
Reporting:
|
(1)
|
Receive
orders for the purchase of units.
|
|
(2)
|
Process
purchase orders with prompt delivery, where appropriate, of payment
and
supporting documentation to the Funds’ custodian, and issue the
appropriate number of uncertificated Units with such uncertificated
Units
being held in the appropriate Unitholder
account.
|
|
(3)
|
Arrange
for issuance of Units obtained through transfers of funds from
Unitholders’ accounts at financial
institutions.
|
|
(4)
|
Process
capital withdrawal requests received in good order and, where relevant,
deliver appropriate documentation to the
Manager.
|
|
(5)
|
Pay
monies upon receipt from the Funds where relevant, in accordance
with the
instructions of redeeming
Unitholders.
|
|
(6)
|
Process
transfers of Units in accordance with the Unitholder’s instructions and as
permitted by the Governing
Documents.
|
|
(7)
|
Prepare
and transmit payments for distributions declared by the Funds, after
deducting any amount required to be withheld by any applicable laws,
rules
and regulations and in accordance with Unitholder
instructions.
|
|
(8)
|
Make
changes to Unitholder records, including, but not limited to, address
changes.
|
|
(9)
|
Provide
Unitholder account information upon request and prepare and mail
confirmations and statements of account to Unitholders for all purchases,
redemptions, and other confirmable transactions as agreed upon with
the
Funds.
|
|
(10)
|
Mail
account statements and performance reports in a form approved by
the
Manager to Unitholders on a quarterly
basis.
|
5
|
(11)
|
Mail
financial statements to Unitholders quarterly (unaudited) and annually
(audited).
|
|
(12)
|
Mail
those federal, state and local income tax returns and schedules as
will
enable the Unitholders to prepare their respective federal, state
and
local income tax returns required with respect to Unitholder
activity.
|
| 3. |
Pricing
of Securities
|
For
each
valuation date, USBFS shall obtain prices from a pricing source recommended
by
USBFS and approved by the Manager and apply those prices to the portfolio
positions of the Funds, consistent with the provisions of the Governing
Documents. For those securities where market quotations are not readily
available, the Manager shall approve, in good faith, procedures for determining
the fair value for such securities.
If
the
Manager desires to provide a price that varies from the price provided by the
pricing source, the Manager shall promptly notify and supply USBFS with the
price of any such security on each valuation date. All pricing changes made
by
the Funds will be in writing and must specifically identify the securities
to be
changed by CUSIP, name of security, new price or rate to be applied, and, if
applicable, the time period for which the new price(s) is/are
effective.
Notwithstanding
anything to the contrary in Section 8 below, as more fully provided in this
paragraph, USBFS shall reimburse the Funds and its Unitholders for losses due
to
NAV Differences (as defined below) arising out of, or relating to, USBFS’
refusal or failure to comply with the terms of this Agreement or from its bad
faith, negligence or willful misconduct in the performance of its duties under
this Agreement. Specifically, USBFS shall reimburse for any net losses during
each NAV Error Period (as defined below) resulting from an NAV Difference that
is at least $0.01 per Share and that, as a percentage of Recalculated NAV (as
defined below) of the Funds, is at least ½ of 1%; provided, however, that USBFS
shall not be responsible for reimbursing any Unitholder experiencing a loss
during any such NAV Error Period of less than $25. In providing reimbursement
to
the applicable Fund and any Unitholder, USBFS shall, at its option, either
make
direct payment limited to the amount of the NAV Differences for the Funds and
any Unitholder, or will reprocess the Unitholder transactions affected by the
NAV Differences. NAV Differences and any liability of USBFS therefrom are to
be
calculated each time the net asset value per Share is calculated. For purposes
of calculating USBFS’ liability hereunder, gains shall offset losses within each
NAV Error Period and future losses; however, net gains shall not be carried
back
to offset losses in a prior NAV Error Period. For purposes of this
paragraph:
| (i) |
“NAV
Error Period” means any month during which any NAV Difference
exists.
|
| (ii) |
“NAV
Difference” means the difference between the Recalculated NAV and the net
asset value per Share at which a given purchase or redemption is
effected,
divided by the Recalculated NAV with respect to such purchase or
redemption.
|
| (iii) |
“Recalculated
NAV” means the net asset value per Share at which a Unitholder purchase
or
redemption should have been
affected.
|
| 4. |
Changes
in Accounting Procedures
|
Any
changes to the Governing Documents that affect accounting practices and
procedures under this Agreement shall be effective upon written receipt of
notice and acceptance by USBFS.
6
| 5. |
Changes
in Equipment, Systems, Etc.
|
USBFS
reserves the right to make changes from time to time, as it deems advisable,
relating to its systems, programs, rules, operating schedules and equipment,
so
long as such changes do not adversely affect the services provided to the Funds
under this Agreement.
| 6. |
Compensation
|
USBFS
shall be compensated for providing the services set forth in this Agreement
in
accordance with the fee schedule set forth on Exhibit B
hereto
(as amended from time to time). USBFS shall also be compensated for such
out-of-pocket expenses (e.g., telecommunication charges, postage and delivery
charges, and reproduction charges) as are reasonably incurred by USBFS in
performing its duties hereunder. The Funds shall pay all such fees and
reimbursable expenses within 30 calendar days following the receipt of the
billing notice, except for any fee or expense subject to a good faith dispute.
The Funds shall notify USBFS in writing within 30 calendar days following
receipt of each invoice if the Funds are disputing any amounts in good faith.
The Funds shall pay such disputed amounts within 10 calendar days of the day
on
which the parties agree to the amount to be paid. With the exception of any
fee
or expense the Funds are disputing in good faith as set forth above, unpaid
invoices shall accrue a finance charge of 1½% per month after the due date.
| 7. |
Representations
and Warranties
|
| A. |
Each
Fund hereby represents and warrants to USBFS, which representations
and
warranties shall be deemed to be continuing throughout the term of
this
Agreement, that:
|
|
(1)
|
It
is duly organized and existing under the laws of the jurisdiction
of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
|
|
(2)
|
This
Agreement has been duly authorized, executed and delivered by the
Fund in
accordance with all requisite action and constitutes a valid and
legally
binding obligation of the Fund, enforceable in accordance with its
terms,
subject to bankruptcy, insolvency, reorganization, moratorium and
other
laws of general application affecting the rights and remedies of
creditors
and secured parties; and
|
|
(3)
|
It
is conducting its business in compliance in all material respects
with all
applicable laws and regulations, both state and federal, and has
obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution
or
performance of this Agreement.
|
| B. |
USBFS
hereby represents and warrants to the Funds and the Manager, which
representations and warranties shall be deemed to be continuing throughout
the term of this Agreement, that:
|
|
(1)
|
It
is duly organized and existing under the laws of the jurisdiction
of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
|
7
|
(2)
|
This
Agreement has been duly authorized, executed and delivered by the
USBFS in
accordance with all requisite action and constitutes a valid and
legally
binding obligation of USBFS, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and
other
laws of general application affecting the rights and remedies of
creditors
and secured parties; and
|
|
(3)
|
It
is conducting its business in compliance in all material respects
with all
applicable laws and regulations, both state and federal, and has
obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution
or
performance of this Agreement.
|
| 8. |
Standard
of Care; Indemnification; Limitation of
Liability
|
| A. |
USBFS
shall exercise reasonable care in the performance of its duties under
this
Agreement. USBFS shall not be liable for any error of judgment or
mistake
of law or for any loss suffered by the Funds in connection with its
duties
under this Agreement, including losses resulting from mechanical
breakdowns or the failure of communication or power supplies beyond
USBFS’
control, except a loss arising out of or relating to USBFS’ refusal or
failure to comply with the terms of this Agreement or from its bad
faith,
negligence, or willful misconduct in the performance of its duties
under
this Agreement. Notwithstanding any other provision of this Agreement,
if
USBFS has exercised reasonable care in the performance of its duties
under
this Agreement, the Funds and the Manager shall indemnify and hold
harmless USBFS from and against any and all claims, demands, losses,
expenses, and liabilities of any and every nature (including reasonable
attorneys' fees) that USBFS may sustain or incur or that may be asserted
against USBFS by any person arising out of any action taken or omitted
to
be taken by it in performing the services hereunder (i) in accordance
with
the foregoing standards, or (ii) in reliance upon any written or
oral
instruction provided to USBFS by any duly authorized officer of the
Funds
or such other person, the names of whom to be included in a list
of
authorized persons approved by the Funds and set forth on Exhibit
C
hereto (as amended from time to time), except for any and all claims,
demands, losses, expenses, and liabilities arising out of or relating
to
USBFS’ refusal or failure to comply with the terms of this Agreement or
from its bad faith, negligence or willful misconduct in the performance
of
its duties under this Agreement. This indemnity shall be a continuing
obligation of the Funds, its successors and assigns, notwithstanding
the
termination of this Agreement. As used in this paragraph, the term
“USBFS”
shall include USBFS’ directors, officers and
employees.
|
USBFS
shall indemnify and hold the Funds, and the Manager harmless from and against
any and all claims, demands, losses, expenses, and liabilities of any and every
nature (including reasonable attorneys' fees) that the Funds, or the Manager
may
sustain or incur or that may be asserted against the Funds, or the Manager
by
any person arising out of any action taken or omitted to be taken by USBFS
as a
result of USBFS’ refusal or failure to comply with the terms of this Agreement,
or from its bad faith, negligence, or willful misconduct in the performance
of
its duties under this Agreement. This indemnity shall be a continuing obligation
of USBFS, its successors and assigns, notwithstanding the termination of this
Agreement. As used in this paragraph, the terms “Funds,” and “Manager” shall
include their respective directors, officers and employees.
8
Neither
party to this Agreement shall be liable to the other party for consequential,
special or punitive damages under any provision of this Agreement.
In
the
event of a mechanical breakdown or failure of communication or power supplies
beyond its control, USBFS shall take all reasonable steps to minimize service
interruptions for any period that such interruption continues. USBFS will make
every reasonable effort to restore any lost or damaged data and correct any
errors resulting from such a breakdown at the expense of USBFS. USBFS agrees
that it shall, at all times, have reasonable contingency plans with appropriate
parties, making reasonable provision for emergency use of electrical data
processing equipment to the extent appropriate equipment is available.
Representatives of the Funds shall be entitled to inspect USBFS’ premises and
operating capabilities at any time during regular business hours of USBFS,
upon
reasonable notice to USBFS. Moreover, USBFS shall provide the Funds, at such
times as the Funds may reasonably require, copies of reports rendered by
independent accountants on the internal controls and procedures of USBFS
relating to the services provided by USBFS under this Agreement.
Notwithstanding
the above, USBFS reserves the right to reprocess and correct administrative
errors at its own expense.
| B. |
In
order that the indemnification provisions contained in this section
shall
apply, it is understood that if in any case the indemnitor may be
asked to
indemnify or hold the indemnitee harmless, the indemnitor shall be
fully
and promptly advised of all pertinent facts concerning the situation
in
question, and it is further understood that the indemnitee will use
all
reasonable care to notify the indemnitor promptly concerning any
situation
that presents or appears likely to present the probability of a claim
for
indemnification;
provided that the indemnitee’s failure to so notify the indemnitor shall
not relieve the indemnitor of its responsibility to indemnify the
indemnitee.
The indemnitor shall have the option to defend the indemnitee against
any
claim that may be the subject of this indemnification. In the event
that
the indemnitor so elects, it will so notify the indemnitee and thereupon
the indemnitor shall take over complete defense of the claim, and
the
indemnitee shall in such situation initiate no further legal or other
expenses for which it shall seek indemnification under this section.
The
indemnitee shall in no case confess any claim or make any compromise
in
any case in which the indemnitor will be asked to indemnify the indemnitee
except with the indemnitor’s prior written consent.
|
| C. |
The
indemnity and defense provisions set forth in this Section 8 shall
indefinitely survive the termination and/or assignment of this
Agreement.
|
| 9. |
Notification
of Error
|
The
Funds
will notify USBFS of any balancing or control errors caused by USBFS upon the
later to occur of: (i) three business days after receipt of any reports rendered
by USBFS to the Funds; (ii) three business days after discovery of any error
or
omission not covered in the balancing or control procedure; or (iii) three
business days after receiving notice from any Unitholder regarding any such
balancing or control error.
| 10. |
Data
Necessary to Perform
Services
|
The
Funds
or their agent shall furnish to USBFS the data necessary to perform the services
described herein at such times and in such form as mutually agreed upon.
9
| 11. |
Proprietary
and Confidential
Information
|
USBFS
agrees on behalf of itself and its directors, officers, and employees to treat
confidentially and as proprietary information of the Funds all records and
other
information relative to the Funds and prior, present, or potential Unitholders
of the Funds (and clients of said Unitholders), and not to use such records
and
information for any purpose other than the performance of its responsibilities
and duties hereunder, except (i) after prior notification to and approval in
writing by the Funds, which approval shall not be unreasonably withheld and
may
not be withheld where USBFS may be exposed to civil or criminal contempt
proceedings for failure to comply, (ii) when requested to divulge such
information by duly constituted authorities, or (iii) when so requested by
the
Funds. Records and other information which have become known to the public
through no wrongful act of USBFS or any of its employees, agents or
representatives, and information that was already in the possession of USBFS
prior to the receipt thereof from the Funds or its agent, shall not be subject
to this paragraph. Further, USBFS will adhere to any privacy policies adopted
by
the Funds.
| 12. |
Records
|
USBFS
shall keep records relating to the services to be performed hereunder, in the
form and manner, and for such period, as it may deem advisable, as is consistent
with industry practice and as is agreeable to the Funds. USBFS agrees that
all
such records prepared or maintained by USBFS relating to the services to be
performed by USBFS hereunder are the property of the Funds and will be promptly
surrendered to the Funds or its designee on and in accordance with its
request.
| 13. |
Compliance
with Laws
|
In
the
performance of its duties hereunder, USBFS undertakes to comply with the laws,
rules and regulations of governmental authorities having jurisdiction with
respect to the duties to be performed by USBFS hereunder. Except as specifically
set forth herein, USBFS assumes no responsibility for such compliance by the
Funds.
| 14. |
Term
of Agreement; Amendment
|
|
A.
|
This
Agreement shall commence on the date hereof, and shall continue for
an
initial term of three (3) years (the “Initial Term”) unless otherwise
terminated as provided below. Thereafter, unless otherwise terminated
earlier as provided below, this Agreement automatically renews for
additional one year terms (each a “Renewal Term”) unless either party
notifies the other, in writing, of its intention to terminate at
least
sixty (60) days prior to the end of the Initial Term or the then
current
Renewal Term.
|
|
B.
|
The
Funds, the Manager or USBFS may terminate this Agreement at any time
by
giving the other party a written notice not less than ninety (90)
days prior
to the date the termination is to be effective.
|
|
C.
|
In
the event the Funds or the Manager gives notice of termination pursuant
to
either Section 14(A) or (B), such notice it shall be accompanied
by a copy
of a resolution of the Board of Directors (or equivalent) of each
Fund
certified by the Secretary of the Fund,
electing to terminate this Agreement and designating the successor
service
provider or service providers. In the absence of such designation
by the
Funds,
each of the Funds shall be deemed to be its own service provider
as of the
termination date and USBFS shall thereby be relieved of all duties
and
responsibilities pursuant to this Agreement. Fees and out-of-pocket
expenses incurred by USBFS, but unpaid by the Funds upon such termination,
shall be immediately due and payable upon and notwithstanding such
termination.
|
10
|
D.
|
Notwithstanding
the foregoing, this Agreement may be terminated by USBFS upon the
breach
of the Funds or the Manager, and by the Funds or the Manager upon
the
breach of USBFS, of any material term of this Agreement if such breach
is
not cured within 15 days of notice of such breach to the breaching
party.
|
|
E.
|
This
Agreement may not be amended or modified in any manner except by
written
agreement executed by USBFS, the Funds and the Manager.
|
| 15. |
Duties
in the Event of
Termination
|
In
the
event that, in connection with termination, a successor to any of USBFS’ duties
or responsibilities hereunder is designated by the Funds by written notice
to
USBFS, USBFS will promptly, upon such termination and at the expense of the
Funds, transfer to such successor all relevant books, records, correspondence,
and other data established or maintained by USBFS under this Agreement in a
form
reasonably acceptable to the Funds (if such form differs from the form in which
USBFS has maintained the same, the Funds shall pay any expenses associated
with
transferring the data to such form), and will cooperate in the transfer of
such
duties and responsibilities, including provision for assistance from USBFS’
personnel in the establishment of books, records, and other data by such
successor. If no such successor is designated, then such books, records and
other data shall be returned to the Funds.
| 16. |
Assignment
|
This
Agreement shall extend to and be binding upon the parties hereto and their
respective successors and assigns; provided, however, that this Agreement shall
not be assignable by either party hereto without the written consent of the
other party.
| 17. |
Governing
Law
|
This
Agreement shall be construed in accordance with the laws of the State of
Wisconsin, without regard to conflicts of law principles.
| 18. |
No
Agency Relationship
|
Nothing
herein contained shall be deemed to authorize or empower either party to act
as
agent for the other party to this Agreement, or to conduct business in the
name,
or for the account, of the other party to this Agreement.
11
| 19. |
Services
Not Exclusive
|
Nothing
in this Agreement shall limit or restrict USBFS from providing services to
other
parties that are similar or identical to some or all of the services provided
hereunder.
| 20. |
Invalidity
|
Any
provision of this Agreement which may be determined by competent authority
to be
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. In such case, the
parties shall in good faith modify or substitute such provision consistent
with
the original intent of the parties.
| 21. |
Notices
|
Any
notice required or permitted to be given by either party to the other shall
be
in writing and shall be deemed to have been given on the date delivered
personally or by courier service, or three days after sent by registered or
certified mail, postage prepaid, return receipt requested, or on the date sent
and confirmed received by facsimile transmission to the other party’s address
set forth below:
Notice
to
USBFS shall be sent to:
U.S.
Bancorp Fund Services, LLC
Attention:
Vice President, Alternative Investment Products
000
Xxxx
Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx,
XX 00000
Fax
No.:
(000) 000-0000
and
Notice
to
the Funds and the Manager shall be sent to:
|
Rochdale
Investment Management LLC
|
|
Attention:
RCAS Fund Services
|
|
000
Xxxxxxxxx Xxxxxx, 0xx
Xxxxx
|
|
Xxx
Xxxx, Xxx Xxxx 00000
|
Fax
No.: (000)
000-0000
| 22. |
Multiple
Originals
|
This
Agreement may be executed on two or more counterparts, each of which when so
executed shall be deemed to be an original, but such counterparts shall together
constitute but one and the same instrument.
12
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.
|
U.S.
BANCORP FUND SERVICES, LLC
|
|
By:
|
|
Name:
|
|
Title:
|
|
ROCHDALE
CORE ALTERNATIVE
STRATEGIES
FUND TEI, LLC
|
|
By:
|
|
Name:
|
|
Title:
|
|
ROCHDALE
CORE ALTERNATIVE
STRATEGIES
FUND, LLC
|
|
By:
|
|
Name:
|
|
Title:
|
|
ROCHDALE
CORE ALTERNATIVE
STRATEGIES
FUND (CAYMAN), LDC
|
|
By:
|
|
Name:
|
|
Title:
|
|
ROCHDALE
INVESTMENT
MANAGEMENT,
LLC
|
|
By:
|
|
Name:
|
|
Title:
|
13
Exhibit
A
Fee
Schedule
Annual
fee based on aggregate assets of the Tax Exempt Fund and the Taxable
Fund:
12
basis
points on the first $150 million
10
basis
points on the next $150 million
8
basis
points on the balance above $300 million
Annual
minimum fee: $100,000
Acceptance
fee - $5,000
Extraordinary
Services - additional as necessary:
| · |
Conversion
of records - if required, $5,000, includes initial statement customization
and related programming and interface with prime
broker(s)
|
· Investor
web access to capital account information
· Custody
services, if required
· Offshore
registrar, if required
Plus
out-of-pocket expenses, if required, including but not limited
to:
Postage,
Stationery
Programming
/customization
Retention
of records
Special
reports
Federal
and state regulatory filing fees
Expenses
from U.S. Bancorp participation in client meetings
Auditing
and legal expenses
All
other
out-of-pocket expenses
All
fees
are billed monthly.
14
Exhibit
C
List
of Authorized Officers
Name Title
| Xxxxxxx X’Xxxxxxxxxx | Fund President & Secretary, Manager’s CEO & President |
| Xxxxxx Xxxxxx | Fund Treasurer, Manager’s CFO |
| Xxxx Xxxxxxxxxxx | Fund CCO, Manager’s CCO & General Counsel |
C-1
