0001398344-11-000683 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • March 25th, 2011 • Rochdale High Yield Advances Fund LLC • Ohio

THIS AGREEMENT is made and entered into this ___ day of October, 2010, by and between ROCHDALE HIGH YIELD ADVANCES 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 HIGH YIELD ADVANCES FUND INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 25th, 2011 • Rochdale High Yield Advances Fund LLC • Delaware

THIS AGREEMENT is made and entered into as of this __ day of November 2010, by and among ROCHDALE HIGH YIELD ADVANCES 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 • March 25th, 2011 • Rochdale High Yield Advances Fund LLC • Wisconsin
ROCHDALE HIGH YIELD ADVANCES FUND DISTRIBUTION AGREEMENT
Distribution Agreement • March 25th, 2011 • Rochdale High Yield Advances Fund LLC • New York

THIS AGREEMENT is made and entered into as of this __ day of November 2010, by and among ROCHDALE HIGH YIELD ADVANCES FUND LLC, a Delaware limited liability company (the “Fund”), and RIM SECURITIES LLC, a Delaware limited liability company (“Distributor”).

ROCHDALE HIGH YIELD ADVANCES FUND LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Limited Liability Company Operating Agreement • March 25th, 2011 • Rochdale High Yield Advances Fund LLC • Delaware

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT of Rochdale High Yield Advances Fund LLC (the “Fund”) is made effective as of October 25, 2010 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.

AMENDED AND RESTATED CASH SERVICING AGREEMENT
Cash Servicing Agreement • March 25th, 2011 • Rochdale High Yield Advances Fund LLC • Ohio

THIS AMENDED AND RESTATED AGREEMENT is made and entered into this ____ day of December, 2010, by and between RIM SECURITIES LLC, a Delaware limited liability company, as agent for the exclusive benefit of the investors who have the beneficial interests in any underwriting identified on Exhibit A hereto and offered other than on a firm commitment basis (the “Company”) 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 “Bank”).

ROCHDALE HIGH YIELD ADVANCES FUND SERVICES AGREEMENT
Services Agreement • March 25th, 2011 • Rochdale High Yield Advances Fund LLC • New York

THIS AGREEMENT is made and entered into as of this __ day of November 2010, by and among ROCHDALE HIGH YIELD ADVANCES FUND LLC, a Delaware limited liability company (the “Fund”), and ROCHDALE INVESTMENT MANAGEMENT LLC, a Delaware limited liability company (the “Advisor”).

SUBI CERTIFICATE PLEDGE AGREEMENT by DR SPE, LLC, as Pledgor in favor of ROCHDALE HIGH YIELD ADVANCES FUND LLC, as Secured Party Dated as of April ____, 2011
Subi Certificate Pledge Agreement • March 25th, 2011 • Rochdale High Yield Advances Fund LLC • Delaware

THIS SUBI CERTIFICATE PLEDGE AGREEMENT, dated as of April ___, 2011 (as the same may at any time be amended, modified, restated or supplemented in accordance with the terms hereof, this “Agreement”), is made by DR SPE, LLC, a Delaware limited liability company (the “Pledgor”), and ROCHDALE HIGH YIELD ADVANCES FUND LLC, a Delaware limited liability company (the “Secured Party”).

DR SPE, LLC
Note Purchase Agreement • March 25th, 2011 • Rochdale High Yield Advances Fund LLC • Delaware

DR SPE, LLC, a Delaware limited liability company (the “Issuer”) proposes to issue and sell to Rochdale High Yield Advances Fund LLC, a Delaware limited liability company (the “Purchaser”), a 9.25% Fixed Rate Note, Series 2011-A (the “Note”) in the principal amount of $_____________ under the terms and conditions herein contained. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Sale and Purchase Agreement between Peachtree Funding Northeast, LLC, a New York limited liability company (“Seller”), and Dura Rock LF Trust, a Delaware statutory trust, for and with respect to its Rochdale High Yield Advances Fund series (the “Trust”), or in the other Related Documents (as such term is defined in the Sale and Purchase Agreement), as applicable.

ROCHDALE HIGH YIELD ADVANCES FUND LLC REIMBURSEMENT AGREEMENT
Reimbursement Agreement • March 25th, 2011 • Rochdale High Yield Advances Fund LLC • Delaware

THIS AGREEMENT is made and entered into as of this ____ day of _____ 2011, and by and between ROCHDALE HIGH YIELD ADVANCES FUND LLC, a Delaware limited liability company (the “Fund”), registered as a closed end management investment company under the Investment Company Act of 1940 (“1940 Act”) as amended; and ROCHDALE INVESTMENT MANAGEMENT LLC, a Delaware limited liability company (the “Advisor”).

DURA ROCK LF TRUST, a Delaware Statutory Trust TRUST AGREEMENT among PEACH HOLDINGS, LLC, as Grantor and UTI Certificateholder, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and WELLS FARGO DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION as Delaware...
Trust Agreement • March 25th, 2011 • Rochdale High Yield Advances Fund LLC • Delaware

This TRUST AGREEMENT, dated as of March 21, 2011 among Peach Holdings, LLC, as Grantor and UTI Certificateholder, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Delaware Trust Company, National Association, as Delaware trustee (the “Delaware Trustee”) is referred to as this “Master Trust Agreement.”

DEPOSIT ACCOUNT CONTROL AGREEMENT Executed and Delivered as of April ___, 2011 PARTIES
Deposit Account Control Agreement • March 25th, 2011 • Rochdale High Yield Advances Fund LLC

The Servicer is acting as servicer pursuant to the Servicing Agreement and the Servicer has, for and on behalf of the Debtor, caused the Bank to establish that certain account identified by the account number specified below (as re-numbered and including any funds in the account, the “Deposit Account”). The Debtor has granted the Secured Party a security interest in the Deposit Account. The Debtor is requesting that the Bank enter into this Agreement. The Bank is willing to do so upon the terms contained in this Agreement.

SALE AND PURCHASE AGREEMENT
Sale and Purchase Agreement • March 25th, 2011 • Rochdale High Yield Advances Fund LLC • New York

This Sale and Purchase Agreement (this “Agreement”), dated effective as of the ___ day of April, 2011 (the “Closing Date”), is entered into by and between PEACHTREE FUNDING NORTHEAST, LLC, a New York limited liability company (the “Seller”), and DURA ROCK LF TRUST, a Delaware statutory trust, for and with respect to its Rochdale High Yield Advances Fund series (the “Purchaser”).

SERVICING AGREEMENT dated as of April ___, 2011 by and between DURA ROCK LF TRUST (for and with respect to its Rochdale High Yield Advances Fund series) as the Purchaser and SETTLEMENT FUNDING, LLC d/b/a PEACHTREE SETTLEMENT FUNDING as the Servicer
Servicing Agreement • March 25th, 2011 • Rochdale High Yield Advances Fund LLC • New York

This SERVICING AGREEMENT (this “Agreement”), dated as of April ____, 2011, is entered into by and between DURA ROCK LF TRUST, a Delaware statutory trust for and with respect to its Rochdale High Yield Advances Fund series (the “Purchaser”), and SETTLEMENT FUNDING, LLC d/b/a PEACHTREE SETTLEMENT FUNDING, a Georgia limited liability company, as servicer hereunder (in such capacity, the “Servicer” or, in its individual capacity, “Settlement Funding”).

SUBI SUPPLEMENT ROCHDALE HIGH YIELD ADVANCES FUND
Subi Supplement • March 25th, 2011 • Rochdale High Yield Advances Fund LLC

This SUBI Supplement, dated as of _____ __, 2011, is between Peach Holdings, LLC, a Delaware limited liability company, as Grantor and UTI Certificateholder, and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).

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