0001398344-09-001152 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • November 27th, 2009 • Rochdale Structured Claims Fixed Income Fund LLC • Ohio

THIS AGREEMENT is made and entered into this 10th day of November, 2009, by and between ROCHDALE STRUCTURED CLAIMS FIXED INCOME FUND LLC, a Delaware limited liability company (the "Fund") 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").

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ROCHDALE STRUCTURED CLAIMS INCOME FUND INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 27th, 2009 • Rochdale Structured Claims Fixed Income Fund LLC • Delaware

THIS AGREEMENT is made and entered into as of this 10th day of November 2009, by and among ROCHDALE STRUCTURED CLAIMS INCOME FUND LLC, a Delaware limited liability company (the “Fund”), and ROCHDALE INVESTMENT MANAGEMENT LLC, a Delaware limited liability company (the “Advisor”).

ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • November 27th, 2009 • Rochdale Structured Claims Fixed Income Fund LLC • Wisconsin
ROCHDALE STRUCTURED CLAIMS INCOME FUND DISTRIBUTION AGREEMENT
Distribution Agreement • November 27th, 2009 • Rochdale Structured Claims Fixed Income Fund LLC • New York

THIS AGREEMENT is made and entered into as of this 10th day of November 2009, by and among ROCHDALE STRUCTURED CLAIMS INCOME FUND LLC, a Delaware limited liability company (the “Fund”), and RIM SECURITIES LLC, a Delaware limited liability company (“Distributor”).

ROCHDALE STRUCTURED CLAIMS FIXED INCOME FUND, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Limited Liability Company Operating Agreement • November 27th, 2009 • Rochdale Structured Claims Fixed Income Fund LLC • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of Rochdale Structured Claims Fixed Income Fund, LLC (the “Fund”) is made effective as of November 24, 2009 by and between the Board of Managers of the Fund and such other Persons who are admitted as Members from time to time in accordance with the terms of this Agreement.

ROCHDALE STRUCTURED CLAIMS FIXED INCOME FUND, LLC SELLING GROUP AGREEMENT
Selling Group Agreement • November 27th, 2009 • Rochdale Structured Claims Fixed Income Fund LLC

We are the principal underwriter, as defined in the Investment Company Act of 1940, in connection with the private placement of the units of limited liability interest of the Rochdale Structured Claims Fixed Income Fund, LLC (the “Fund”), a Delaware limited liability company. The Fund issues one class of Units. For purposes of this Selling Group Agreement (the “Agreement”), all units of limited liability interest of the Fund are referred to as the “Units.” We understand that you are a member of the Financial Industry Regulatory Authority (“FINRA”) and, on the basis of such understanding, invite you to become a member of the Selling Group to assist in the private placement of the Units of the Fund. RIM Securities LLC (“RIM”) and (collectively referred to as “the Parties”) agree on the following terms and conditions:

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