ROCHDALE STRUCTURED CLAIMS FIXED INCOME FUND OPERATING EXPENSE LIMITATION AGREEMENT
Exhibit
(k)(3)
ROCHDALE
STRUCTURED CLAIMS FIXED INCOME FUND
THIS
AGREEMENT is made and entered into as of this 10th day of November 2009, by and
between ROCHDALE STRUCTURED CLAIMS FIXED INCOME FUND, LLC, a Delaware limited
liability company (the “Fund”), and ROCHDALE INVESTMENT MANAGEMENT
LLC, a Delaware limited liability company (the “Advisor”).
WITNESSETH:
WHEREAS,
the Advisor renders advice and services to the Fund pursuant to the terms and
provisions of the Investment Management Agreement between the Fund and the
Advisor dated November 10, 2009 (the “Investment Management Agreement”);
and
WHEREAS,
the Fund is responsible for, and has 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 the Fund’s respective Operating Expenses (as that
term is defined in Paragraph 2 of this Agreement), and the Fund desires 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 the Fund to an annual rate, expressed as a percentage of the Fund’s
average annual net assets, of 1.0% (the “Annual Limits”). In the event that the
current Operating Expenses, as accrued each month, exceed its Annual Limit, the
Advisor will pay to the 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, taxes, leverage
interest, brokerage commissions, expenses incurred in connection with any merger
or reorganization, or extraordinary expenses, such as litigation.
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 the Fund at least annually by the Board of
Directors of the Funds (and separately by the disinterested Directors of the
Fund).
5.
Termination.
This Agreement may be terminated at any time, and without payment of any
penalty, by the Board of Directors of the Fund 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 Fund. This Agreement will
automatically terminate, with respect to the Fund listed in Appendix A to this
Agreement, if the Investment Management Agreement for the Fund is terminated,
with such termination effective upon the effective date of the Investment
Management Agreement’s termination for the Fund.
6.
Assignment.
This Agreement and all rights and obligations 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, regulation or rule, including the
Investment Company Act of 1940, as amended and the Investment Advisers Act of
1940, as amended and any rules and regulations promulgated there
under.
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.
By:
________________________________
Name:
Title:
ROCHDALE
INVESTMENT MANAGEMENT LLC
By:
________________________________
Name:
Title:
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