ROCHDALE CORE ALTERNATIVE STRATEGIES FUND DISTRIBUTION AGREEMENT
EXHIBIT
H(1)
ROCHDALE
CORE ALTERNATIVE STRATEGIES FUND
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”).
WHEREAS,
the Funds are engaged in business as close-end management
investment companies and are registered as such under the Investment Company
Act
of 1940 (the "1940 Act"), and it is in the interest of the Funds to publicly
offer the shares of the Tax-Exempt Fund and Taxable Fund for sale on an interval
basis; and
WHEREAS,
the Distributor is registered as a broker-dealer under the Securities Exchange
Act of l934 (the "1934 Act") and is a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS,
the Funds and the Distributor wish to enter into an agreement with each other
with respect to the interval offering of the shares of beneficial interest
of
the Tax-Exempt Fund and the Taxable Fund (the "Shares"), to commence after
the
effectiveness of the
registration statement filed pursuant to the Securities Act of 1933 (the "1933
Act") and the 1940 Act relating to the Funds.
NOW,
THEREFORE, the parties agree as follows:
l.
Appointment of Distributor. The Funds hereby appoint
the
Distributor as its exclusive agent to sell and to arrange for the sale of the
Shares, on the terms and for the period set forth in this Agreement, and the
Distributor hereby accepts such appointment and agrees to act hereunder directly
and/or through each
Fund's transfer agent in the manner set forth in the Prospectuses (as defined
below). It is understood and agreed that the services of the Distributor
hereunder are not exclusive, and the Distributor may act as principal
underwriter for the shares of any other registered investment
company.
2.
Shares
Offered. Shares of the Tax-Exempt and Taxable Funds.
3.
Services and Duties of the Distributor.
(a)
The
Distributor agrees to sell the Shares, as agent for the Funds, from time to
time
during the term of this Agreement upon the terms described in the Funds'
Prospectuses. As used in this Agreement, the term "Prospectus" shall mean the
prospectuses and statements of additional information of the Funds included
as
part of the Funds’ Registration Statement, as such prospectuses and statements
of additional information may be amended or supplemented from time to time,
and
the term "Registration Statement" shall mean the Registration Statements most
recently filed from time to time by the Funds with the Securities and Exchange
Commission and effective under the 1933 Act and the 1940 Act, as such
Registration Statements are amended by any amendments thereto at the time in
effect. The Distributor shall not be obligated to sell any certain number of
Shares.
(b)
Upon
commencement of the Funds’ operations, the Distributor will hold itself
available to receive orders, satisfactory to the Distributor, for the purchase
of the Shares and will accept such orders and will transmit such orders and
funds received by it in payment for such Shares as are so accepted to the Funds’
transfer agent or custodian, as appropriate, as promptly as practicable.
Purchase orders shall be deemed effective at the time and in the manner set
forth in the Prospectus. The Distributor shall not make any short sales of
Shares.
(c)
The
offering price of the Shares shall be the net asset value per share of the
Shares (as defined in the Operating Agreement of the Funds), plus the sales
charge, if any, (determined as set forth in the Prospectus). The Funds shall
furnish the Distributor, with all possible promptness, an advice of each
computation of net asset value and offering price.
4.
Duties
of the Funds.
(a)
Maintenance of Federal Registration. The Funds shall, at their
expense,
take, from time to time, all necessary action and such steps, including payment
of the related filing fees, as may be necessary to register and maintain
registration of a sufficient number of Shares under the ▇▇▇▇ ▇▇▇. The Funds
agree
to file
from time to time such amendments, reports and other documents as may be
necessary in order that there may be no untrue statement of a material fact
in a
registration statement or prospectus, or necessary in order that there may
be no
omission to state a material fact in a registration statement or prospectus
which omission would make the statements therein misleading.
(b)
Maintenance of "Blue Sky" Qualifications. The Funds shall, at their
expense,
use their
best
efforts to qualify and maintain the qualification of an appropriate number
of
Shares for sale under the securities laws of such states as the Distributor
and
the Funds may approve, and, if necessary or appropriate in connection therewith,
to qualify and maintain the qualification of the Funds as brokers
or
dealers
in such
states; provided that the Funds shall not be required to amend their Operating
Agreements to comply with the laws of any state, to maintain an office in any
state, to change the terms of the offering of the Shares in any state from
the
terms set forth in their
Prospectuses,
to qualify as foreign
corporations
in any
state or to consent to service of process in any state other than with respect
to claims arising out of the offering and sale of the Shares. The Distributor
shall furnish such information and other material relating to its affairs and
activities as may be required by the Funds in connection with such
qualifications.
(c)
Copies of Reports and Prospectuses. The Funds shall, at their
expense,
keep the Distributor fully informed with regard to their
affairs
and in connection therewith shall furnish to the Distributor copies of all
information, financial statements and other papers which the Distributor may
reasonably request for use in connection with the distribution of Shares,
including such reasonable number of copies of their
Prospectuses and annual and interim reports as the Distributor may request
and
shall cooperate fully in the efforts of the Distributor to sell and arrange
for
the sale of the Shares and in the performance of the Distributor under this
Agreement.
5.
Conformity with Applicable Law and Rules. The Distributor agrees that in selling
Shares hereunder it shall conform in all respects with the laws of the United
States and of any state in which Shares may be offered, and with applicable
rules and regulations of the NASD.
6.
Independent Contractor. In performing its duties hereunder, the Distributor
shall be an independent contractor,
and
neither the Distributor, nor any of its officers, directors, employees, or
representatives is or shall be an employee of the Funds in the performance
of
the Distributor's duties hereunder. The Distributor shall be responsible for
its
own conduct and the employment, control, and conduct of its agents and employees
and for injury to such agents or employees or to others through its agents
or
employees. The Distributor assumes full responsibility for its agents and
employees under applicable statutes and agrees to pay all employee taxes
thereunder.
7.
Indemnification.
(a)
Indemnification of Funds. The Distributor agrees to indemnify and hold harmless
the Funds and each of their present or former directors, officers, employees,
representatives and each person, if any, who controls or previously controlled
the Funds within the meaning of Section l5 of the 1933 Act against any and
all
losses, liabilities, damages, claims or expenses (including the reasonable
costs
of investigating or defending any alleged loss, liability, damage, claims or
expense and reasonable legal counsel fees incurred in connection therewith)
to
which the Funds or any such person may become subject under the 1933 Act, under
any other statute, at common law, or otherwise, arising out of the acquisition
of any Shares by any person which (i) may be based upon any wrongful act by
the
Distributor or any of the Distributor's directors, officers, employees or
representatives, or (ii) may be based upon any untrue statement or alleged
untrue statement of a material fact contained in a registration statement,
prospectus, shareholder report or other information covering Shares filed or
made public by the Funds or any amendment thereof or supplement thereto, or
the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading if
such statement or omission was made in reliance upon information furnished
to
the Funds by the Distributor.
In
no
case (i) is the Distributor's indemnity in favor of the Funds, or any person
indemnified to be deemed to protect the Funds or such indemnified person against
any liability to which the Funds or such person would otherwise be subject
by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of the
Funds’ or any such person’s
duties
or by reason of the
Funds’ or any such person’s
reckless
disregard of the
Funds’ or any such person’s
obligations and duties under this Agreement or (ii) is the Distributor to be
liable under its indemnity agreement contained in this Paragraph with respect
to
any claim made against the Fund or any person indemnified unless the Funds
or
such person, as the case may be, shall have notified the Distributor in writing
of the claim within a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon the Funds or upon such person (or after the Funds or such person
shall have received notice to such service on any designated agent). However,
failure to notify the Distributor of any such claim shall not relieve the
Distributor from any liability which the Distributor may have to the Funds
or
any person against whom such action is brought otherwise than on account of
the
Distributor's indemnity agreement contained in this Paragraph.
The
Distributor shall be entitled to participate, at its own expense, in the
defense, or, if the Distributor so elects, to assume the defense of any suit
brought to enforce any such claim, but, if the Distributor elects to assume
the
defense, such defense shall be conducted by legal counsel chosen by the
Distributor and satisfactory to the Funds, to the persons indemnified defendant
or defendants, in the suit. In the event that the Distributor elects to assume
the defense of any such suit and retain such legal counsel, the Funds, the
persons indemnified defendant or defendants in the suit, shall bear the fees
and
expenses of any additional legal counsel retained by them. If the Distributor
does not elect to assume the defense of any such suit, the Distributor will
reimburse the Funds and the persons indemnified defendant or defendants in
such
suit for the reasonable fees and expenses of any legal counsel retained by
them.
The Distributor agrees to promptly notify the Funds of the commencement of
any
litigation of proceedings against it or any of its officers, employees or
representatives in connection with the issue or sale of any Shares.
(b)
Indemnification of the Distributor. The Funds agree to indemnify and hold
harmless the Distributor and each of its present or former directors, officers,
employees, representatives and each person, if any, who controls or previously
controlled the Distributor within the meaning of Section l5 of the 1933 Act
against any and all losses, liabilities, damages, claims or expenses (including
the reasonable costs of investigating or defending any alleged loss, liability,
damage, claim or expense and reasonable legal counsel fees incurred in
connection therewith) to which the Distributor or any such person may become
subject under the 1933 Act, under any other statute, at common law, or
otherwise, arising out of the acquisition of any Shares by any person which
(i)
may be based upon any wrongful act by the Funds or any of the Funds’ directors,
officers, employees or representatives, or (ii) may be based upon any untrue
statement or alleged untrue statement of a material fact contained in a
registration statement, prospectus, shareholder report or other information
covering Shares filed or made public by the Funds or any amendment thereof
or
supplement thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading unless such statement or omission was made in reliance
upon information furnished to the Funds by the Distributor.
In
no
case (i) are the Funds indemnity in favor of the Distributor, or any person
indemnified to be deemed to protect the Distributor or such indemnified person
against any liability to which the Distributor or such person would otherwise
be
subject by reason of willful misfeasance, bad faith, or gross negligence in
the
performance of his duties or by reason of his reckless disregard of his
obligations and duties under this Agreement, or (ii) are the Funds to be liable
under its indemnity agreement contained in this Paragraph with respect to any
claim made against Distributor, or person indemnified unless the Distributor,
or
such person, as the case may be, shall have notified the Funds in writing of
the
claim within a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon the Distributor or upon such person (or after the Distributor or
such person shall have received notice of such service on any designated agent).
However, failure to notify the Funds of any such claim shall not relieve the
Funds from any liability which the Funds may have to the Distributor or any
person against whom such action is brought otherwise than on account of the
Funds’ indemnity agreement contained in this Paragraph.
The
Funds
shall be entitled to participate, at its own expense, in the defense, or, if
the
Funds so elects, to assume the defense of any suit brought to enforce any such
claim, but if the Funds elects to assume the defense, such defense shall be
conducted by legal counsel chosen by the Funds and satisfactory to the
Distributor, to the persons indemnified defendant or defendants, in the suit.
In
the event that the Funds elects to assume the defense of any such suit and
retain such legal counsel, the Distributor, the persons indemnified defendant
or
defendants in the suit, shall bear the fees and expenses of any additional
legal
counsel retained by them. If the Funds do not elect to assume the defense of
any
such suit, the Funds will reimburse the Distributor and the persons indemnified
defendant or defendants in such suit for the reasonable fees and expenses of
any
legal counsel retained by them. The Funds agree to promptly notify the
Distributor of the commencement of any litigation or proceedings against it
or
any of its directors, officers, employees or representatives in connection
with
the issue or sale of any Shares.
8.
Authorized Representations. The Distributor is not authorized by the Funds
to
give on behalf of the Funds any information or to make any representations
in
connection with the sale of Shares other than the information and
representations contained in a registration statement or prospectus filed with
the Securities and Exchange Commission ("SEC") under the 1933 Act and/or the
1940 Act, covering Shares, as such registration statement and prospectus may
be
amended or supplemented from time to time, or contained in shareholder reports
or other material that may be prepared by or on behalf of the Funds for the
Distributor's use. This shall not be construed to prevent the Distributor from
preparing and distributing tombstone ads and sales literature or other material
as it may deem appropriate. No person other than the Distributor is authorized
to act as principal underwriter (as such term is defined in the ▇▇▇▇ ▇▇▇) for
the Funds.
9.
Term
of Agreement. The term of this Agreement shall begin on the date first above
written, and unless sooner terminated as hereinafter provided, this Agreement
shall remain in effect for a period of two years from the date first above
written. Thereafter, this Agreement shall continue in effect from year to year,
subject to the termination provisions and all other terms and conditions
thereof, so long as such continuation shall be specifically approved at least
annually by the Board of Directors or by vote of a majority of the outstanding
voting securities of the Funds and, concurrently with such approval by the
Board
of Directors or prior to such approval by the holders of the outstanding voting
securities of the Funds, as the case may be, by the vote, cast in person at
a
meeting called for the purpose of voting on such approval, of a majority of
the
Directors of the Funds who are not parties to this Agreement or interested
persons of any such party. The Distributor shall furnish to the Fund, promptly
upon its request, such information as may reasonably be necessary to evaluate
the terms of this Agreement or any extension, renewal or amendment
hereof.
10.
Amendment or Assignment of Agreement. This Agreement may not be amended or
assigned except as permitted by the 1940 Act, and this Agreement shall
automatically and immediately terminate in the event of its
assignment.
11.
Termination of Agreement. This Agreement may be terminated by either party
hereto, without the payment of any penalty, on not more than upon 60 days'
nor
less than 30 days' prior notice in writing to the other party; provided, that
in
the case of termination by the Fund such action shall have been authorized
by
resolution of a majority of the Directors of the Funds who are not parties
to
this Agreement or interested persons of any such party, or by vote of a majority
of the outstanding voting securities of the Funds.
12.
Miscellaneous. The captions in this Agreement are included for convenience
of
reference only and in no way define or delineate any of the provisions hereof
or
otherwise affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. Nothing herein contained shall be deemed to require the Funds to
take any action contrary to the Operating Agreements, or any applicable
statutory or regulatory requirement to which it is subject or by which it is
bound, or to relieve or deprive the Boards
of
Directors of the Funds of responsibility for and control of the conduct of
the
affairs of the Funds.
13.
Definition of Terms. Any question of interpretation of any term or provision
of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretation thereof, if any, by the United
States courts or, in the absence of any controlling decision of any such court,
by rules, regulations or orders of the Securities and Exchange Commission
validly issued pursuant to the 1940 Act. Specifically, the terms "vote of a
majority of the outstanding voting securities", "interested persons",
“assignment", and "affiliated person", as used in Paragraphs 9, 10 and 11
hereof, shall have the meanings assigned to them by Section 2(a) of the 1940
Act. In addition, where the effect of a requirement of the 1940 Act reflected
in
any provision of this Agreement is relaxed by a rule, regulation or order of
the
Securities and Exchange Commission, whether of special or of general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
14.
Compliance with Securities Laws. The Funds represent that they are registered
as
closed-end
management
investment companies under the 1940 Act
Each of
the Funds
and the
Distributor each agree to comply with all of the applicable terms and provisions
of the 1940 Act, the 1933 Act and, subject to the provisions of Section 4(d),
all applicable "Blue Sky" laws. The Distributor agrees to comply with all of
the
applicable terms and provisions of the Securities Exchange Act of
1934.
15.
Notices. Any notice required to be given pursuant to this Agreement shall be
deemed duly given if delivered or mailed by registered mail, postage prepaid,
to
the Distributor and to the Funds on behalf of the Fund at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇.,
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇.
16.
Governing Law. This Agreement shall be governed and construed in accordance
with
the laws of the State of New York.
17.
No
Shareholder Liability. The Distributor understands that the obligations of
this
Agreement are not binding upon any shareholder of the Fund personally, but
bind
only the Fund's property; the Distributor represents that it has notice of
the
provisions of the Operating Agreement disclaiming shareholder liability for
acts
or obligations of the Fund.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by
their duly authorized representatives and their respective corporate seals
to be
hereunto affixed, as of the day and year first above written.
By:
_____________________
Name:
_____________________
ROCHDALE
CORE ALTERNATIVE STRATEGIES FUND TEI LLC
By:
_____________________
Name:
_____________________
RIM
SECURITIES LLC
By:
______________________
Name:
______________________