SUB-INVESTMENT ADVISORY AGREEMENT
EXHIBIT
G(ii)
1/19/07
AGREEMENT
by and
among Rochdale Investment Management LLC (the “Adviser”) and AIG Global
Investment Corp., a corporation organized under the laws of New Jersey
("AIGGIC").
W I T N E S S E T H:
WHEREAS,
the
Adviser is the Investment Manager for Rochdale Core Alternative Strategies
Master Fund, LLC, a Delaware limited liability company (the
“Fund”);
the
Adviser and the Fund have entered into an Investment Management Agreement dated
as of December 13, 2006, as amended from time to time (the “Advisory
Agreement”), pursuant to which the Adviser has agreed to provide investment
management and advisory services to the Fund;
WHEREAS,
the
Fund
is registered under the Investment Company Act of 1940, as
amended
(the “1940 Act”), as a closed-end management investment company and intends to
qualify as a partnership under the Internal Revenue Code of 1986, as amended
(the "Code");
WHEREAS,
AIGGIC
is engaged in the business of rendering investment advisory and management
services and is registered as an investment adviser pursuant to the Investment
Advisers Act of 1940, as amended (the “Advisers Act”); and
WHEREAS,
the
Adviser desires to retain AIGGIC as a sub-adviser to provide investment
management services with respect to the Fund subject to the terms and conditions
set forth below.
NOW,
THEREFORE,
the
parties hereto, intending to be legally bound hereby, agree as
follows:
| 1. |
Appointment.
The Adviser hereby authorizes and appoints AIGGIC as investment
sub-adviser in furtherance of the Advisory Agreement with the Fund
and, as
the Adviser’s and the Fund’s agent and attorney-in-fact, to exercise the
investment discretion described below with respect to the assets
of the
Fund, and to execute all documentation, on its behalf or on behalf
of the
Fund, necessary to facilitate investment in securities for the Fund,
and
AIGGIC hereby accepts this appointment subject to the terms of this
Agreement and subject to the condition that it shall have no obligation
to
perform any services under this Agreement until such time as the
net
assets of the Fund equal $25 million (the “Effective Date”). AIGGIC shall
discharge the foregoing responsibilities subject to the control of
the
Officers and the Directors of the Fund or the Adviser and in compliance
with such policies as the Directors of the Fund or the Adviser may
from
time to time establish and communicate to AIGGIC, and in compliance
with
(a) the objectives, policies and limitations for the Fund set forth
in the
Fund’s current offering documents, including without limitation, the
confidential memorandum, prospectus and statement of additional
information, as used by the Adviser and the Fund’s distributor in
connection with the distribution efforts and as provided to AIGGIC
(the
“Prospectus”), and (b) applicable laws, rules and regulations under the
1940 Act and the Advisers Act and applicable state laws.
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2.
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Representations
and Warranties.
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2.1
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The
Adviser hereby represents and warrants to AIGGIC as
follows:
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(a)
the Adviser has the power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby.
This
Agreement has been duly authorized, executed and delivered by the
Adviser,
and constitutes a legal, valid and binding obligation enforceable
against
the Adviser in accordance with its terms. No consent of any person,
and no
license, permit, approval or authorization of, exemption by, report
to, or
registration, filing or declaration with, any governmental authority
is
required by the Adviser in connection with the execution, delivery
and
performance of this Agreement other than those already obtained or
disclosed to AIGGIC.
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(b)
the execution, delivery and performance of this Agreement will not
violate
any provision of any law or regulation binding on the Adviser, or
any
order, judgment or decree of any court or government authority binding
on
the Adviser or the charter or by-laws or any other governing document
of
the Adviser, or any material contract, indenture or other agreement,
instrument or undertaking to which the Adviser is a party or by which
the
Adviser or any of its assets may be bound, or require the creation
or
imposition of any lien on its property, assets or
revenues.
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(c)
the signatories to this Agreement are all officers, employees or
agents of
the Adviser authorized to take action with respect to the Adviser
(“Authorized Persons”), the list of signatures attached hereto as Schedule
1 which is certified by the Adviser’s secretary, or other appropriate
person, constitutes the valid signatures of Authorized Persons, and,
promptly after any change therein, the Adviser will send AIGGIC a
revised
list of Authorized Persons and evidence of the authority for such
change.
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2.2
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AIGGIC
hereby represents and warrants to the Adviser and the Fund as
follows:
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(a)
AIGGIC has the power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby. This Agreement
has
been duly authorized, executed and delivered by AIGGIC and constitutes
a
legal, valid and binding obligation enforceable against AIGGIC in
accordance with its terms. No consent of any person, and no license,
permit, approval or authorization of, exemption by, report to, or
registration, filing or declaration with, any governmental authority
is
required by AIGGIC in connection with the execution, delivery and
performance of this Agreement other than those already obtained or
disclosed to the Adviser.
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2
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(b)
the execution, delivery and performance of this Agreement will not
violate
any provision of any law or regulation binding on AIGGIC, or any
order,
judgment or decree of any court or government authority binding on
AIGGIC
or the charter or by-laws of AIGGIC, or any material contract, indenture
or other agreement, instrument or undertaking to which AIGGIC is
a party
or by which it or its assets may be bound, or require the creation
or
imposition of any lien on its property, assets or
revenues.
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(c)
AIGGIC is registered as an investment adviser under the Advisers
Act.
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3.
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Scope
of Authorization.
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3.1
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AIGGIC
shall act as the investment sub adviser to the Adviser for purposes
of the
Advisers Act, and shall, continuously during the term of this Agreement,
manage the assets of the Fund for the Adviser pursuant to the objectives,
strategies, policies and restrictions set forth in the Prospectus.
In
connection therewith, AIGGIC shall have full power to supervise and
direct
the investment and reinvestment of such assets of the Fund and engage
in
such transactions with respect to the Fund as AIGGIC may deem appropriate,
in AIGGIC's absolute discretion and without prior consultation with
the
Adviser or the Fund, subject only to this Agreement and the Prospectus.
The Adviser hereby acknowledges that the Adviser has no authority
under
this Agreement to direct AIGGIC to engage in any specific trade or
transaction.
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| 3.2 |
The
parties acknowledge that the Adviser shall handle proxy voting pursuant
to
the Adviser’s “Proxy Voting Procedures” summarized in the Prospectus. In
the event that it is mutually agreed to in writing by the parties
that
AIGGIC shall handle proxy voting pursuant to such Procedures, in
which
case AIGGIC or its delegatee will handle such proxy voting, AIGGIC
shall
have discretion to vote proxies associated with securities held in
the
Fund or to delegate such voting authority, subject to AIGGIC’s guidance.
The Adviser hereby agrees that AIGGIC will not be responsible or
liable
for failure to exercise such discretion, and AIGGIC shall not incur
any
liability as a result of AIGGIC or such proxy voting service not
receiving
such proxies or related shareholder communications from the Adviser
on a
timely basis. Affiliates (as defined herein) may institute lawsuits
on
their own behalf based upon securities that AIGGIC has purchased
for them,
and AIGGIC may provide them with assistance. In the event that AIGGIC
has
purchased the same security for the Fund alongside its investments
on
behalf of its Affiliates, AIGGIC will generally seek to inform the
Fund
that it may also have a cause of action with respect to the security.
AIGGIC will also as a general matter make available to the Fund such
rights, if any, as AIGGIC may have against any such issuer in its
capacity
as the Fund’s agent and will, where possible, give the Fund such
assistance as it may reasonably require to exercise its rights in
any such
action it seeks to undertake. AIGGIC would not, however, generally
search
out potential legal claims or monitor class action lawsuits against
issuers arising from investments held in the Fund, nor would it institute
a lawsuit on the Fund’s behalf in lawsuits arising from investments held
in the Fund. In addition, given the size and breadth of AIGGIC’s business,
it is possible that there may be situations in which AIGGIC or an
Affiliate might become aware of a potential lawsuit with respect
to a
security, one of which may also be held in the Fund. Related to these
situations, there is the possibility, due to confidentiality requirements
or conflicts of interest, that AIGGIC would be restricted from informing
the Fund of potential legal actions and
activities.
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3
| 3.3 |
The
Adviser shall notify AIGGIC from time to time of any institutions
that
serve as a custodian for the Fund and, in such capacity, hold the
Fund’s
cash and assets. The Adviser understands and acknowledges that (i)
AIGGIC
shall at no time have custody or physical control of the assets of
the
Fund, (ii) AIGGIC shall not be liable for any act or omission of
the
Fund’s custodian(s), (iii) AIGGIC shall give instructions to the
custodian(s), in writing or orally, and (iv) the Adviser shall instruct
the Fund’s custodian to provide AIGGIC with such periodic reports
concerning the status of the Fund as AIGGIC may reasonably request
from
time to time. The Adviser will not change the Fund’s custodian(s) without
giving AIGGIC reasonable prior notice of its intention to do so together
with the name and other relevant information with respect to the
new
custodian(s).
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| 3.4 |
AIGGIC
may retain or otherwise avail itself of the services or facilities
of
other persons or organizations for the purpose of providing AIGGIC
or the
Adviser with statistical and other factual information, advice regarding
economic factors and trends, advice as to transactions in specific
securities or such other information, or advice or assistance as
AIGGIC
may deem necessary, appropriate or convenient for the discharge of
its
obligations hereunder or otherwise helpful to the Adviser.
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4.
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Reporting.
AIGGIC shall send, or cause to be sent, reports with respect to the
assets
of the Fund in such form and at such intervals as shall be agreed
to by
the Adviser and AIGGIC, or as shall be required by applicable law,
rules
or regulations or as AIGGIC shall deem necessary.
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5.
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Management
Fees.
AIGGIC's fees for services rendered hereunder (the “Management Fee”) shall
be calculated and paid in accordance with the Schedule of Fees attached
hereto as Schedule 2 or in any amended Schedule of Fees amended pursuant
to Section 11 hereto. The Adviser acknowledges that the Adviser and
the
Fund will be separately responsible for all transaction expenses,
including without limitation brokerage commissions, taxes, custodian
fees
and any other transaction-related fees, and the Adviser authorizes
AIGGIC
to incur and pay such expenses (except for the Management Fee) out
of the
Fund’s assets, as deemed appropriate by AIGGIC.
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4
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6.
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Acknowledgments
and Consents.
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The
Adviser hereby acknowledges and consents to the
following:
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(a)
The Adviser has received a copy of Part II of AIGGIC’s Form ADV and
confirms having read and understood the disclosures contained therein,
including without limitation the sections setting forth the various
procedures, understandings and conflicts of interest relating to
the Fund
and AIGGIC’s relationship with its Affiliates, and the Adviser agrees that
AIGGIC’s services hereunder shall be subject to such procedures and
understandings and conflicts of interest. If the Adviser did not
receive
AIGGIC's ADV Part II more than 48 hours prior to the date of execution
of
this Agreement, the Adviser understands that it may terminate this
Agreement without penalty within five business days after such date
of
execution, provided that such termination shall be at the risk of
the
Adviser.
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(b)
The Adviser understands the investment strategies intended to be
followed
in respect of the management of the Fund’s assets and hereby consents
thereto and understands that AIGGIC makes no representation as to
the
success of any investment strategy or security that may be recommended
or
undertaken by AIGGIC with respect to the management of the Fund’s
assets.
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(c)
AIGGIC and its Affiliates may disclose the identity of the Fund or
the
Adviser as part of any representative list of clients.
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(d)
(i) AIGGIC acts as adviser to other clients and may give advice,
and take
action, with respect to any of those which may differ from the advice
given, or the time or nature of action taken, with respect to the
Fund;
and (ii) Affiliates of AIGGIC and officers, directors and employees
of
AIGGIC and such Affiliates of AIGGIC may engage in transactions,
or cause
or advise other customers to engage in transactions, which may differ
from
or be identical to transactions engaged in by AIGGIC for the Fund
or
recommend any transaction which any of such Affiliates or any of
the
officers, directors or employees of AIGGIC or such Affiliates may
engage
in for their own accounts or the account of any other customer, except
as
otherwise required by applicable law. To the extent permitted by
law,
AIGGIC shall be permitted to bunch or aggregate orders for the Fund
with
orders for other accounts.
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(e)
AIGGIC uses diligent efforts to allocate or rotate investment
opportunities where there is a limited supply of a security. The
Adviser
understands, however, that, in spite of such efforts, AIGGIC cannot
always
assure equality among all accounts and clients.
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5
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(f)
By reason of AIGGIC's investment advisory activities and other activities
of its Affiliates, AIGGIC may acquire confidential information or
be
restricted from initiating transactions in certain securities. The
Adviser
acknowledges and agrees that AIGGIC will not be free to divulge to
the
Adviser, or to act upon, any such confidential information with respect
to
AIGGIC's performance of this Agreement and that, due to such a
restriction, AIGGIC may not initiate a transaction that AIGGIC otherwise
might have initiated.
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(g)
The Adviser hereby authorizes AIGGIC to invest all or any portion
of the
Fund in commingled vehicles otherwise consistent with the Prospectus
and
with applicable laws, rules and regulations under the 1940 Act, whether
advised by AIGGIC or its Affiliates (“Managed Funds”) or by a third party
manager. It is understood that Fund assets invested in Managed Funds
will
be excluded from the Fund in determining the Management Fee payable
to
AIGGIC hereunder to the extent that AIGGIC and/or any of its Affiliates
receive fees directly from the Managed Fund(s) for the advisory services
provided thereto. Where the Fund is invested into a Managed Fund
in which
the Fund’s portion of the Managed Fund assets either receives a rebate of
advisory fees or pays no advisory fees, such assets shall be included
in
the Fund in determining the Management Fees payable to AIGGIC hereunder.
The Adviser acknowledges that in both cases, AIGGIC or its Affiliates
may
receive certain administrative fees as well. The Adviser acknowledges
that
investment in any commingled vehicles advised by AIGGIC or a third
party
manager will be subject to the standard fees and charges of such
vehicles
(other than the advisory fees referred to in sentence 2 of this paragraph
(g)) in addition to the Management Fee, unless otherwise agreed between
the parties.
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(h) In
addition, AIGGIC may from time to time temporarily invest cash balances
in
the Fund in any registered, open-end money market investment company
for
which AIGGIC or any of its Affiliates serves as investment adviser.
In
connection with investments in such money market Managed Funds, the
Adviser understand that the Fund’s assets so invested will be included in
determining the Management Fee payable to AIGGIC under this Agreement.
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(i)
Each party shall promptly notify the other of any facts or circumstances
or any change therein that may, directly or indirectly, affect the
status
or management of the Fund by AIGGIC, including, without limitation,
any
change in the status of any of the representations or warranties
provided
in Section 2 hereof.
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(j)
The Adviser acknowledges that the guidelines, percentage limitations
and
restrictions in the Prospectus apply at the time of purchase only
(except
as otherwise required by applicable law, rules and regulations under
the
1940 Act), and failure to comply with any specific guideline, percentage
limitation or restriction contained therein because of events outside
of
AIGGIC’s control (such as, but not limited to, market fluctuation, changes
in the capital structure of any company included in the Fund’s portfolio,
ratings agency or credit ratings changes or Fund share repurchases)
will
not be deemed a breach of the Prospectus or this
Agreement.
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(k)
The Adviser acknowledges that AIGGIC is not responsible or liable
for the
information contained in the Prospectus except for information
specifically relating to the business of AIGGIC and its Affiliates.
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| 7. |
Execution
of Transactions.
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| (a) |
AIGGIC
may place orders for the execution of transactions with or through
such
brokers, dealers or banks as AIGGIC may select in its sole discretion,
and
may, consistent with its duty to seek best execution and in compliance
with applicable securities laws, including Section 28(e) of the Securities
Exchange Act of 1934, as amended, pay a commission on transactions
which
may be greater than the amount of the commission another broker or
dealer
might have charged, provided that AIGGIC determines in good faith
that
such amount of commission was reasonable in relation to the value
of the
brokerage and research services provided viewed in terms of either
that
particular transaction or the overall responsibilities with respect
to all
the accounts as to which investment discretion was exercised. Subject
to
the foregoing, the Adviser acknowledges that such research services
rendered may be useful in providing services to clients other than
the
Adviser or indirectly the Fund, and that not all such information
will
necessarily be used by AIGGIC in connection with rendering sub-advisory
services to the Adviser with respect to the Fund.
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| 8. |
Limits
on AIGGIC’s Responsibility.
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8.1
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AIGGIC
shall not be responsible for the solvency of or the performance of
the
obligations of any third party bank, clearing organization, broker,
intermediary, nominee or agent appointed or employed by AIGGIC in
good
faith for the performance of its duties, but AIGGIC shall make available
to the Adviser such rights (if any) as AIGGIC may have against such
person
in its capacity as agent for the Adviser or the Fund in the event
of the
insolvency of any of the above or its failure properly to perform
such
obligations and shall give such assistance as the Adviser may reasonably
require to exercise such rights.
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8.2
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AIGGIC
shall be fully protected in acting and relying upon any written advice,
certificate, notice, instruction, request or other paper or document
which
AIGGIC in good faith believes to be genuine and to have been signed
or
presented by an Authorized Person or other proper party or parties,
and
may assume that any person purporting to give such advice or other
paper
or document has been duly authorized to do so unless contrary instructions
have been delivered to AIGGIC by the Adviser. Any notice or instruction
required to be in writing under this Agreement may be provided via
electronic mail at an address supplied by
AIGGIC.
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8.3
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AIGGIC
may seek the advice of outside legal counsel in the event of any
dispute
or questions as to the construction of any of the provisions of this
Agreement or its duties hereunder, and it shall incur no liability
and
shall be fully protected in respect of any action taken, omitted
or
suffered by it in good faith in accordance with the advice of such
counsel.
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8.4
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| (a) |
Except
as may otherwise be provided by the 1940 Act or any other federal
securities law, AIGGIC, any of its affiliates and any of the officers,
partners, employees, consultants, or agents thereof shall not be
liable
for any losses, claims, damages, liabilities, or litigation (including
legal and other expenses) incurred or suffered by the Fund, Adviser,
or
any of its affiliated persons thereof (within the meaning of Section
2(a)(3) of the 0000 Xxx) or controlling persons thereof (as described
in
Section 15 of the Securities Act of 1933, as amended (the “1933 Act”))
(collectively, “Adviser Indemnitees”) as a result of any error of judgment
or mistake of law by AIGGIC regarding sub-advisory services it provides
to
the Adviser with respect to the Fund, except that nothing in this
Agreement shall operate or purport to operate in any way to exculpate,
waive, or limit the liability of AIGGIC for, and AIGGIC shall indemnify
and hold harmless the Adviser Indemnitees against any and all direct
losses, claims, damages, liabilities, or litigation (including reasonable
legal and other expenses) to which any of the Adviser Indemnitees
may
become subject under the 1933 Act, the 1940 Act, the Advisers Act,
or
under any other statute, at common law, or otherwise, directly arising
out
of or based on (i) any willful misconduct, bad faith, reckless disregard,
or gross negligence of AIGGIC in the performance of any of its duties
or
obligations hereunder; or (ii) any violation of federal or state
statutes
or regulations by AIGGIC; provided, however, that nothing contained
herein
shall constitute a waiver or limitation of any rights which the Adviser
may have under applicable securities or other laws, rules or regulations.
Under no circumstances shall AIGGIC be deemed liable for any indirect
or
consequential damages.
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| (b) |
Except
as may otherwise be provided by the 1940 Act or any other federal
securities law, Adviser shall not be liable for any losses, claims,
damages, liabilities, or litigation (including legal and other expenses)
incurred or suffered by AIGGIC or any of its affiliated persons thereof
(within the meaning of Section 2(a)(3) of the 0000 Xxx) or controlling
persons (as described in Section 15 of the 1933 Act) (collectively,
“AIGGIC Indemnitees”) as a result of any error of judgment or mistake of
law by Adviser regarding advisory services it provides with respect
to the
Fund, except that nothing in this Agreement shall operate or purport
to
operate in any way to exculpate, waive, or limit the liability of
Adviser
for, and Adviser shall indemnify and hold harmless the AIGGIC Indemnitees
against any and all direct losses, claims, damages, liabilities,
or
litigation (including reasonable legal and other expenses) to which
any of
the AIGGIC Indemnitees may become subject under the 1933 Act, the
1940
Act, the Advisers Act, or under any other statute, at common law,
or
otherwise directly arising out of or based on (i) any willful misconduct,
bad faith, reckless disregard, or gross negligence of the Adviser
in the
performance of any of its duties or obligations hereunder; or (ii)
any
violation of federal or state statutes or regulations by the Adviser
or
the Fund; provided, however, that nothing contained herein shall
constitute a waiver or limitation of any rights which AIGGIC may
have
under applicable securities or other laws, rules or regulations.
Under no
circumstances shall the Adviser be deemed liable for any indirect
or
consequential damages.
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| (c) |
After
receipt by the Adviser or AIGGIC, their affiliates, or any officer,
director, employee, or agent of any of the foregoing, entitled to
indemnification as stated in (a) or (b) above (“Indemnified Party”) of
notice of the commencement of any action, if a claim in respect thereof
is
to be made against any person obligated to provide indemnification
under
this section (“Indemnifying Party”), such Indemnified Party shall notify
the Indemnifying Party in writing of the commencement thereof as
soon as
practicable after the summons or other first written notification
giving
information of the nature of the claim that has been served upon
the
Indemnified Party; provided that the failure to so notify the Indemnifying
Party will not relieve the Indemnifying Party from any liability
under
this section, except to the extent that the omission results in a
failure
of actual notice to the Indemnifying Party and such Indemnifying
Party is
damaged solely as a result of the failure to give such notice. The
Indemnifying Party, upon the request of the Indemnified Party, shall
retain counsel satisfactory to the Indemnified Party to represent
the
Indemnified Party in the proceeding, and shall pay the fees and
disbursements of such counsel related to such proceeding. In any
such
proceeding, any Indemnified Party shall have the right to retain
its own
counsel, but the fees and expenses of such counsel shall be at the
expense
of such Indemnified Party unless (1) the Indemnifying Party and the
Indemnified Party shall have mutually agreed to the retention of
such
counsel, or (2) the named parties to any such proceeding (including
any
impleaded parties) include both the Indemnifying Party and the Indemnified
Party and representation by both parties by the same counsel would
be
inappropriate due to actual or potential differing interests between
them.
The Indemnifying Party shall not be liable for any settlement of
any
proceeding effected without its written consent, which consent shall
not
be unreasonably withheld, but if settled with such consent or if
there be
a final judgment for the plaintiff, the Indemnifying Party agrees
to
indemnify the Indemnified Party from and against any loss or liability
by
reason of such settlement or judgment.
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| 8.5 |
The
Adviser acknowledges that any benchmarks associated with the investment
program being provided pursuant to this Agreement or that may be
referred
to in the Prospectus are for measurement purposes only, and any such
specific investment objectives are targets only, and AIGGIC shall
not be
liable to the Adviser, to the Fund, or to any third party for AIGGIC’s
failure to meet or outperform any such benchmark or investment
objective.
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9. Term
and Termination of Agreement.
| (a) |
This
Agreement shall become effective as of the Effective Date and shall
remain
in effect for an initial term expiring two years after the Effective
Date
and shall continue in effect from year to year thereafter, provided
that
such annual continuance is approved at least annually by the vote
of a
“majority of the outstanding voting securities of the Fund” or by the
Fund’s Board; and provided that in either event such continuance is also
approved by a majority of the members of the Fund’s Board who are not
parties to this Agreement or “interested persons“ (as defined by the 1940
Act), of any such person or of the Fund, by vote cast in person at
a
meeting called for the purpose of voting on such approval.
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| (b) |
This
Agreement may be terminated, at any time, without payment of any
penalty:
(i) by the Fund upon sixty days’ prior written notice to AIGGIC and the
Adviser, either by majority vote of the Fund’s Board or by the vote of a
majority of the outstanding voting securities of the Fund” (as defined by
the 1940 Act and the rules thereunder); (ii) by the Adviser upon
sixty
days’ prior written notice to AIGGIC and the Fund; and (iii) by AIGGIC
upon sixty days’ prior written notice to the Adviser and the Fund. This
Agreement shall terminate automatically in the event that (i) the
Advisory
Agreement is terminated, or (ii) there is an “assignment” (as defined by
the 1940 Act and the rules thereunder), unless such automatic termination
shall be prevented by an order or rule of the Securities and Exchange
Commission (the “SEC”). The “Termination Date” shall herein be understood
to mean the date that AIGGIC’s advisory authority over the Fund
terminates, and shall not mean the date of notice of termination.
The
termination of the authority granted by this Agreement shall not
in any
way affect any liability resulting from a transaction initiated prior
to
the Termination Date. The Management Fee will be prorated to the
Termination Date.
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| (b) |
Termination
will not in any event affect accrued rights or existing commitments,
or
contractual provisions intended to survive termination, and will
be
without penalty or other additional payment, save that the Adviser
or the
Fund (as appropriate) will pay any additional expenses necessarily
incurred by AIGGIC in connection with the termination of this Agreement,
and any losses necessarily realized in concluding outstanding
transactions. Clauses 8, 9, 10 and 13 will survive any termination
of this
Agreement.
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10
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10.
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Governing
Law; Submission to Jurisdiction.
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10.1
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This
Agreement shall be governed by and construed in accordance with the
laws
of the State of New York, without giving effect to any choice of
law or
conflict of law provision or rule (whether of the State of New York
or
another jurisdiction) that would cause the application of the laws
of any
jurisdiction other than the State of New York; provided, however,
that
nothing contained in this Agreement shall be construed in any manner
as
inconsistent with Federal law, including without limitation, the
Advisers
Act or any rule, regulation or order of the SEC promulgated thereunder.
If
any provision of this Agreement shall be declared to be invalid,
illegal
or unenforceable, such declaration shall be fully severable, and
this
Agreement shall be construed and enforced as if such invalid, illegal
or
unenforceable provision had never comprised a part of this Agreement,
and
such invalid, illegal or unenforceable provision shall not be deemed
to
affect any of the other provisions of this Agreement, which shall
remain
in full force and effect.
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| 10.2 |
If
any suit is instituted by any of the parties to enforce any of the
terms
or conditions of this Agreement, each of the parties hereby submits
to the
exclusive jurisdiction of and venue in the federal courts of the
United
States of America, County of New York, State of New York, to the
extent
permitted by federal law, and otherwise, each of the parties hereby
submits to the exclusive jurisdiction of and venue in the state courts
of
the State of New York located in the city and county of New
York.
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10.3
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Waiver
of Jury Trial Right.
EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT THAT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING. Each party
hereby
(i) certifies that no representative, agent or attorney of the other
has
represented, expressly or otherwise, that the other would not, in
the
event of a proceeding, seek to enforce the foregoing
waiver and (ii) acknowledges that it has been induced to enter into
this
Agreement by, among other things, the mutual waivers and certifications
in
this paragraph.
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11.
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Entire
Agreement: Amendment.
This Agreement, including the schedules hereto, constitutes the entire
agreement among the parties with respect to the subject matter hereof
and
supersedes any warranty, representation or arrangement previously
given or
made, other than those expressly set out herein. This Agreement may
not be
amended except in writing signed by each of the parties
hereto.
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12.
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No
Waiver.
Neither the failure nor delay on the part of any party in exercising
any
right or remedy under this Agreement shall operate as a waiver thereof,
nor shall any single or partial exercise of any right or remedy preclude
any other or further waiver of any right or remedy. No waiver hereunder
shall be effective unless it is authorized by the party asserted
to have
granted such waiver.
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11
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13.
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Successors
and Assigns.
Subject to Section 3.4 herein, no assignment (as that term is defined
in
the Advisers Act) of this Agreement may be made by any party to this
Agreement without the prior consent of the other parties hereto.
Subject
to the foregoing, this Agreement shall inure to the benefit and be
binding
upon the parties hereto and each of their respective successors and
permitted assigns.
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14.
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Counterparts.
This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original, and all of which, when taken together,
shall constitute one and the same instrument.
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12
IN
WITNESS WHEREOF,
each of
the parties hereto has caused this Agreement to be duly executed as of the
date
indicated after its name to become effective as of the Effective
Date.
| ROCHDALE INVESTMENT MANAGEMENT LLC | |
| Address for Notices: | |
| By: /s/ Xxxxxxx X’Xxxxxxxxxx | |
| Name: /s/ Xxxxxxx X’Xxxxxxxxxx | |
| Title: CEO & President | |
| Date: 1-25-07 | Tax ID Number: |
| AGREED TO AND ACCEPTED: | |
| AIG GLOBAL INVESTMENT CORP. | |
| By: /s/ Xxxxxx Xxxxxxx /s/ Xxxxxxxx Xxxxxx | Date: 2/5/2007 |
| Name: Xxxxxx Xxxxxxx / Xxxxxxxx Xxxxxx | |
| Title: Managing Director / Vice President |
| Address for Notice: | With a copy to: |
| AIG GLOBAL INVESTMENT CORP. | AIG GLOBAL INVESTMENT CORP. |
| Compliance Department | Office of the General Counsel |
| 00 Xxxx Xxxxxx | 00 Xxxx Xxxxxx |
| Xxx Xxxx, Xxx Xxxx 00000 | Xxx Xxxx, Xxx Xxxx 00000 |
13
SCHEDULE
1
TO
INVESTMENT
ADVISORY AGREEMENT
Please
attach a certificate of the Adviser’s secretary, or other appropriate person,
setting forth the names and valid signatures of officers, employees or agents
of
the Adviser authorized to take action, individually, with respect to the Fund.
If action by more than one of the Authorized Persons listed herein is required,
please indicate this, and explain in detail.
[Please
complete and return]
Certificate
Pursuant
to a resolution of the Board of Directors of Rochdale Investment Management
LLC
(the “Adviser”), passed on the 13th day of December, 2006, AIG Global Investment
Corp. (“AIGGIC”) is hereby authorized to give effect to such instructions as may
be given from time to time on behalf of the Adviser to AIGGIC by any
................* of the following where such instructions arise out of or
are
connected with an agreement, dated the .............. day of ________ 20__
(as
the same may be amended from time to time).
*
Insert
one/two/three etc.
__________________________________________________________________________________________
Name(s)
of Person(s) authorized as above: Specimen
Signature(s):
14
SCHEDULE
2
TO
MANAGEMENT
FEE AND INCENTIVE FEE
(a)
Management
Fee
The
Adviser shall pay a management fee to AIGGIC at a rate equal to 60% of the
amount of the current fee earned by the Adviser pursuant to its Investment
Management Agreement with the Fund. This management fee payable to AIGGIC is
referred to herein as the “Management Fee” and it will be calculated, accrued
and payable on the same basis as the fee payable to the Adviser described in
the
following paragraph, except that the Management Fee: (a) shall be 60% of the
Adviser’s fee, (b) shall be paid from the Adviser’s assets and (c) shall not be
negatively affected by the Adviser’s contractual agreement with each of the
following funds to waive and/or reimburse expenses to the extent necessary
to
limit: (i) Rochdale Core Alternative Strategies Fund TEI LLC’s and the Fund’s
combined annualized expenses to 2.25% or (ii) Rochdale Core Alternative
Strategies Fund LLC’s and the Fund’s combined annualized expenses to 2.25%.
The
Fund
will pay the Adviser an investment management fee at an annual rate equal to
1.25% of the Fund's month-end net assets, including assets attributable to
the
Adviser (or its affiliates) and before giving effect to any repurchases by
the
Fund of Units. The investment management fee will accrue monthly and will be
payable at the end of each quarter. The investment management fee will be paid
to the Adviser out of the Fund's assets.
(b)
Incentive Fee
At
the
end of each Incentive Period, the Adviser will pay AIGGIC an Incentive Fee
equal
to 10% of each Member’s Net Profits in excess of such Member’s Loss Carryforward
Amount; provided, however, that for any given Incentive Period, an Incentive
Fee
will be paid by the Adviser only to the extent that the Net Profits applicable
to a Member exceeds the Preferred Return for such Incentive Period.
The
Incentive Fee is payable to AIGGIC within __ days of the end of the applicable
Incentive Period.
“Capital
Account” is the capital account of a Member, as maintained by each respective
Feeder Fund.
15
A
“Fiscal
Period” for a Feeder Fund begins on the day after the last day of the preceding
fiscal period and ends at the close of business on the first to occur of (i)
the
last day of each fiscal year of the applicable Feeder Fund, (ii) the last day
of
each taxable year of the applicable Feeder Fund, (iii) the day preceding the
date as of which any contribution to the capital of the applicable Feeder Fund
is made, (iv) any day as of which the applicable Feeder Fund repurchases any
interests of any Member, (v) any day as of which any amount is credited to
or
debited from the Capital Account of any Member of the applicable Feeder Fund
other than an amount to be credited to or debited from the Capital Accounts
of
all Members in accordance with their respective ownership of interests, or
(vi)
any other day as determined by each Feeder Fund’s Board of Directors. The first
Fiscal Period of a Feeder Fund shall commence on the first closing date of
such
Feeder Fund and end on the first to occur of one of the items listed in the
previous sentence.
An
“Incentive Period” with respect to a Member shall mean, in the case of the first
Incentive Period, the period beginning on the date in which the Member’s Capital
Account was opened and ending on the last day of the calendar year, and in
the
case of subsequent Incentive Periods, each calendar year; provided, further
that
in the case of a repurchase of an interest (or portion thereof) on a repurchase
date, the final Incentive Period for such interest (or portion thereof) shall
end on such repurchase date; and provided further that in the event that a
Feeder Fund is terminated, the final Incentive Period for all interests shall
end on the date of such termination.
The
“Loss
Carryforward Amount” for a Member commences at zero and, for each Incentive
Period, is increased by the Net Losses allocated to such Member’s Capital
Account for such Incentive Period or is reduced (but not below zero) by the
Net
Profits allocated to such Member’s Capital Account for such Incentive Period. A
Member’s Loss Carryforward Amount will be proportionately adjusted with respect
to any contributions, transfers, distributions and repurchases applicable to
the
Member’s Capital Account.
“Net
Assets” is the value of the total assets less all liabilities, including accrued
fees and expenses, attributable to a Capital Account.
“Net
Profits” or “Net Losses” is the amount by which the Net Assets attributable to a
Member’s Capital Account as of the close of business on the last day of a Fiscal
Period exceed (in the case of Net Profit) or are less than (in the case of
Net
Loss) the Net Assets attributable to such Member’s Capital Account as of the
commencement of the same Fiscal Period.
The
“Preferred Return” is a non-cumulative, annual return equal to the 3-year
Treasury constant maturity rate as reported by the Board of Governors of the
Federal Reserve System as of the last business day of the prior calendar year
plus 2%. To the extent that a capital contribution is made by a Member after
the
start of a calendar year or a repurchase of an interest (or a portion thereof)
in either Feeder Fund occurs prior to the end of the calendar year, the
Preferred Return will be pro-rated accordingly.
16
A
“Member” is a person or entity admitted as a member to either Rochdale Core
Alternative Strategies Fund TEI LLC or Rochdale Core Alternative Strategies
Fund
LLC (each, a Feeder Fund”).
The
Incentive Fee payable to AIGGIC by the Adviser shall not be affected by the
Adviser’s contractual agreement with each of the following funds to waive and/or
reimburse expenses to the extent necessary to limit: (i) Rochdale Core
Alternative Strategies Fund TEI LLC’s and the Fund’s combined annualized
expenses to 2.25% or (ii) Rochdale Core Alternative Strategies Fund LLC’s and
the Fund’s combined annualized expenses to 2.25%.
Example
of the Calculation of the Incentive Fee
A
Member
makes an initial purchase of an interest in a Feeder Fund for $1000 as of
January 1, 2007 and makes no further capital contributions in 2007 or in 2008.
Assume that the Preferred Return is 5% for each of 2007 and 2008. As of December
31, 2007, the total of Net Profits attributable to such Member’s Capital Account
for 2007 is $40 and the value of the Member’s Capital Account as of December 31,
2007 is $1,040. As result, no Incentive Fee would be payable to AIGGIC as of
December 31, 2007 because the Net Profits were less than the Preferred Return
($40 < 5% x $1000).
The
Feeder Fund offers to repurchase interests of Members as of June 30, 2008.
The
Member requests that one-half of his interest be repurchased in the repurchase
offer and the request is accepted. As of June 30, 2008, the total of Net Profits
attributable to such Member’s Capital Account from January 1, 2008 through June
30, 2008 is $100 and the value of the Member’s Capital Account as of June 30,
2008 is $1,140 (prior to the deduction of any incentive fee and the repurchase).
The Incentive Fee with regards to the portion of the interest that is being
repurchased would be equal to the following:
10%
x
[(Net Profits x 50%) - ((Preferred Return x Capital Account Balance as of
January 1,
2008)
x
50%)]
10%
x
[($100 x 50%) - ((5% x $1,040) x 50%)]
10%
x
[$50 - $26]
=
$2.40
The
incentive fee payable to AIGGIC is $2.40 and the amount distributed to the
Member is 567.60. The value of the member capital account is $570.
As
of
December 31, 2008, the total of Net Profits attributable to such Member’s
Capital Account from July 1, 2008 through December 31, 2008 is $50 and the
value
of the Member’s Capital Account as of December 31, 2008 is $620 (prior to the
deduction of any incentive fee). The Incentive Fee payable to AIGGIC as of
December 31, 2008 is equal to the following:
17
10%
x
[Net Profits - (Preferred Return x January 1, 2008 Value of the Portion of
the
Capital
Account
not Repurchased)
10%
x
($100 - (5% x 520))
10%
x
($100 - $26)
=
$7.40
The
incentive fee payable to AIGGIC is $7.40 and the value of the Member’s Capital
Account is $612.60 as of December 31, 2008 after the deduction of the Incentive
Fee.
18
