0000894189-07-000823 Sample Contracts

ROCHDALE CORE ALTERNATIVE STRATEGIES FUND OPERATING EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • March 16th, 2007 • Rochdale Core Alternative Strategies Fund LLC • Delaware

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”), 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”.

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CLOSED-END FUND CUSTODY AGREEMENT
Custody Agreement • March 16th, 2007 • Rochdale Core Alternative Strategies Fund LLC • Ohio

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 ALTERNATIVE STRATEGIES MASTER FUND, a Delaware limited liability company (the “Master Fund”), ROCHDALE CORE ALTERNATIVE STRATEGIES FUND (Cayman) LDC, a Cayman Islands limited duration company (the “Offshore Fund) (each a “Funds” and collectively the “Funds”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”). If the context requires that the word “Fund” be read in the plural, it shall be “Funds”.

ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • March 16th, 2007 • Rochdale Core Alternative Strategies Fund LLC • Wisconsin
ESCROW DEPOSIT AGREEMENT
Escrow Deposit Agreement • March 16th, 2007 • Rochdale Core Alternative Strategies Fund LLC

This Escrow Deposit Agreement (herein “Agreement”) entered into on the ____ day of _________, 20__, by and between ___________________________________ (the “Depositor”), and U. S. Bank National Association, a national banking association (the “Escrow Agent”), all being duly authorized to execute and deliver this Agreement.

ROCHDALE CORE ALTERNATIVE STRATEGIES FUND DISTRIBUTION AGREEMENT
Distribution Agreement • March 16th, 2007 • Rochdale Core Alternative Strategies Fund LLC • New York

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”), (combined hereinafter and referred to as the “Funds”), and RIM SECURITIES LLC, a Delaware limited liability company (“Distributor”).

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