Securities Act File No. 333-47415
Investment Company Act File No. 811-8685
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. 2
Post-Effective Amendment No.
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 2
(Check appropriate box or boxes)
ROCHDALE INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)
570 Lexington Ave.
New York, NY 10022-6837
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:
(212) 702-3500
Julie Allecta, Esq.
Paul, Hastings, Janofsky & Walker
345 California St.
San Francisco, CA, 94104
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after the
date of effectiveness of this Registration Statement.
Title of Securities Being Registered: Shares of Beneficial Interest, no par
value.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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CROSS REFERENCE SHEET
(as required by Rule 495)
N-1A Item No. Location
Part A
Item 1. Cover Page........................... Cover Page
Item 2. Synopsis............................. Expense
Table
Item 3. Financial Highlights................. N/A
Item 4. General Description of Registrant.... Investment
Objective,
Policies and
Risks
Item 5. Management of the Fund............... Management
and Administration
Item 5A Management's Discussion of Fund See Annual
Performance Reports to
Shareholders
Item 6. Capital Stock and Other Securities. . . Distributions
and Taxes
How the
Fund's Per
Share Value
is Determined
Item 7. Purchase of Securities Being Offered . . How to Invest
in the Fund
How the
Fund's Per
Share Value
is Determined
Item 8. Redemption or Repurchase. . . . . . . . How to Redeem
an Investment
in the Fund
Item 9. Pending Legal Proceedings . . . . . . . N/A
Part B
Item 10. Cover Page ............................. Cover Page
Item 11. Table of Contents....................... Table of
Contents
Item 12. General Information and History . . . . The Trust
General
Information
Item 13 Investment Objectives and Policies .... Investment
Objective and
Policies
Investment
Restrictions
Item 14. Management of the Fund................... The Fund's
Investment
Advisor
Item 15. Control Persons and Principal Holders
of Securities............................ The Fund's
Investment
Advisor
Item 16. Investment Advisory and Other Services.... The Fund's
Investment
Advisor The
Fund's
Administrator
Item 17. Brokerage Allocation...................... Execution of
Portfolio
Transactions
Item 18. Capital Stock and Other Securities........ General
Information
Item 19. Purchase, Redemption and Pricing of
Shares Being Offered.............. Additional
Purchase &
Redemption
Information
The Fund's
Distributor
Item 20. Tax Status.............................. Distributions
& Tax Infor-
mation
Item 21. Underwriters............................ The Fund's
Distributor
Item 22. Performance Information.................. Performance
Information
Item 23. Financial Statements.................... N/A
Part C
Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Registration Statement
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ROCHDALE FOUNDATION FUND
ROCHDALE INTERNATIONAL OPPORTUNITY FUND
570 Lexington Avenue
New York, NY 10022-6837
(212) 702-3500
(800) ___-____
The Rochdale Foundation Fund (the "Fund") is a mutual fund which invests
primarily in large companies, as measured by market capitalization ,
incorporated in the United States. The Fund seeks to achieve its investment
objective of long-term capital appreciation by investing in securities of
companies that meet the fundamental criteria incorporated in the proprietary
methodology of Rochdale Investment Management ("Rochdale" or the "Advisor"),
including various valuation and financial attributes.
The Rochdale International Opportunity Fund is a mutual fund with the investment
objective of seeking long-term capital appreciation through investment primarily
in companies incorporated in countries outside of the United States. The Fund
seeks to achieve its objective by investing in the most attractive developed and
emerging markets as identified through Rochdale's proprietary methodology
incorporating valuation, financial and economic attributes.
There can be no assurance that either Fund will achieve its investment
objective. This Prospectus sets forth basic
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information about the Funds that prospective investors should know before
investing. It should be read and retained for future reference. A Statement of
Additional Information dated July __, 1998 as may be amended from time to time,
has been filed with the Securities and Exchange Commission and is incorporated
herein by reference. The Statement of Additional Information is available
without charge upon written request to the Funds at the address given above.
TABLE OF CONTENTS
Expense Table....................................................
Investment Objective, Policies and Risks......... . . . . . . .
Management and Administration.............................
How to Invest in the Funds.......................................
How to Redeem an Investment in the Funds.........................
Services Available to the Funds' Shareholders....................
How the Funds' Per Share Value is Determined.....................
Distributions and Taxes..........................................
General Information..............................................
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Prospectus dated July __, 1998
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FEES AND EXPENSES OF THE FUNDS
Expenses are one of several factors to consider when investing in the Funds. The
purpose of the following fee table is to provide an understanding of the various
costs and expenses which may be borne directly or indirectly by an investment in
the Funds. Actual expenses may vary from those shown; however, Rochdale will
reduce its fees and may absorb or reimburse the Funds for certain expenses to
the extent necessary to limit total annual fund operating expenses to the
amounts indicated in the table. Shares will be redeemed at net asset value per
share.
BOTH FUNDS
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on
Reinvested Dividends None
Deferred Sales Load None
Redemption Fees 2.00%*
Annual Fund Operating International
Expenses (As a percentage of Foundation Opportunity
average net assets) Fund Fund
Advisory Fees 1.00% 1.00%
12b-1 Expenses 0.25%** 0.25%**
Other Expenses 1.25%** 1.50**
after reduction)
Total Fund Operating Expenses 2.50%** 2.75%**
(after reduction)
*A fee of 2% of the amount redeemed is charged on redemptions of
shares held for eighteen months or less. The fee is payable to
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the Funds and is intended to benefit the remaining investors.
**Rochdale has undertaken to reduce its fees or make payments of fund expenses
to assure that the annual ratios of operating expenses to average net assets
will not exceed 2.50% for the Foundation Fund and 2.75% for the International
Opportunity Fund. Without Rochdale's undertaking, it is estimated that "Other
Expenses" in the above table would be 1.75% for the Foundation Fund and 2.00%
for the International Opportunity Fund and "Total Operating Expenses" would be
3.00% for the Foundation Fund and 3.25% for the International Opportunity Fund.
If Rochdale does waive fees or pay Fund expenses, the Funds may reimburse
Rochdale within the following three years. See "Management and Administration."
Each Fund has adopted a Distribution Plan under which it may pay Rochdale a fee
at an annual rate of up to 0.25% of the Fund's net assets for distribution
expenses and services. Over an extended period of time, a long-term shareholder
may pay more, directly and indirectly, in sales charges and such fees than the
maximum sales charge permitted under the rules of the National Association of
Securities Dealers, Inc. ("NASD"). This is recognized and permitted by the NASD.
Example of Fund Expenses
This table illustrates the net transaction and operating expenses that would be
incurred for an investment in each Fund over different time periods assuming a
$1,000 investment, a 5% annual return, and redemption at the end of each time
period.
International
Foundation Opportunity
Fund Fund
With Without With Without
Redemption Redemption Redemption Redemption
One Year $46 $25 $48 $28
Three Years $78 $78 $85 $85
The Example shown above should not be considered a representation of past or
future expenses and actual expenses may be greater or less than shown. In
addition, federal regulations require the Example to assume a 5% annual return,
but a Fund's actual return
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may be higher or lower. See "Management of the Funds."
The Funds are diversified series of Rochdale Investment Trust (the "Trust"),an
open-end management investment company. They are "mutual funds" offering
redeemable shares of beneficial interest. Shares of the Funds may be purchased
at their net asset value per share. The minimum initial investment in each Fund
is US $10,000 with subsequent investments of US $2,500 or more. Shares will be
redeemed at net asset value (less a redemption fee of 2% on shares redeemed that
have been held for eighteen months or less).
Investment Objective, Policies and Risks
ROCHDALE FOUNDATION FUND
Investment Objective. The Fund's investment objective is to seek long-term
capital appreciation. Although not an objective of the Fund, it seeks capital
appreciation in excess of the broad market, as defined by the Standard & Poor's
500 ("S & P 500"). The Fund seeks to invest in equity securities of companies
that meet the fundamental criteria incorporated in Rochdale's proprietary
methodology, including various valuation and financial attributes. Investments
in common stocks are emphasized, but the Fund also may buy other types of equity
securities, including preferred stocks, convertible securities or warrants.
The Fund selects securities priced at attractive levels relative to securities
of industry peers and of the broad market. Rochdale's company selection process
focuses on companies whose securities are trading at reasonable levels relative
to their anticipated growth rates and which are the beneficiaries of favorable
long-term conditions in the business cycles. Our investment style of seeking
well-managed companies at attractive relative valuations is best described as
"GARP" or Growth at a Reasonable Price.
Under normal conditions, the Fund seeks to achieve its objective by investing at
least 65% of its total assets in equity
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securities, primarily common stocks of domestic large-capitalization companies,
defined as those incorporated within the United States and with a market
capitalization in excess of $1 billion. The Fund generally invests the remaining
35% in a similar manner, but may also invest in depository receipts and
securities convertible into equity securities such as warrants, convertible
bonds, debentures or convertible preferred stock) of publicly traded companies
of any size worldwide.
The Fund may invest up to 25% of its total assets in securities of companies in
foreign developed markets and up to 15% of its total assets in securities of
companies in emerging markets. See "Foreign Securities and Emerging Markets"
below.
While not an objective, the Fund uses the S & P 500 Index as the benchmark for
the broad market against which the performance of the Fund is measured. Like all
mutual funds, there can be no assurance that the Fund's investment objective
will be attained.
Investment Policies. The Fund is designed for individuals and institutions who
can benefit from investing in growth companies at reasonable prices for their
large-capitalization domestic equity allocation. It is the policy of the Fund to
invest primarily in securities that are listed on a securities exchange or have
an established over-the-counter market.
In connection with the Fund's focus on long-term capital appreciation, Rochdale
employs "tax-sensitive" strategies, such as tax-lot accounting and lower
turnover, to manage the Fund with timing of sales so as to minimize the impact
to shareholders of short-term capital gains. However, the Fund will dispose of a
security, regardless of the time it has been held, to avoid anticipated
reduction of value, or to reduce or eliminate a position in a security which is
no longer believed to offer the potential for suitable gains.
Portfolio turnover is not expected to exceed an annual rate of 50% under normal
market conditions. Rochdale attempts to keep turnover to a minimum in order to
reduce trading and brokerage costs which the Fund must pay. Higher rates of
portfolio turnover may result in additional brokerage commissions or expenses to
the Fund, as well as a reduction in investors' after-tax returns.
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Investment Strategy. In managing the Fund, Rochdale draws a distinction between
stocks which are efficiently valued by the marketplace and those which are not.
Rochdale seeks to add value through a consistent, disciplined, and quantitative
application of an investment methodology to identify reasonably priced companies
with attractive long-term growth characteristics. We seek to identify excellent
companies which are temporarily out of favor but possess strong growth prospects
over the long-term as demonstrated by fundamental factors including earning
power, profit margins, revenue growth, asset growth, and cash flows.
In managing the Fund, Rochdale employs a quantitative approach. We apply a
multi-factor process and proprietary measures of valuation to identify
securities that are attractively valued. Quantitative criteria are used in
evaluating a company's potential as a prospective investment opportunity.
Rochdale has developed a proprietary methodology that identifies attractively
valued companies according to its proprietary multi-factor valuation
methodology. The multi-factor methodology is used to evaluate companies based on
their fundamentals, including earnings, revenues, cash flows, and valuation, and
is designed to identify those stocks which satisfy the Fund's long-term goal of
growth at a reasonable price. In evaluating companies, the multi- factor
methodology incorporates a number of fundamental factors including the
following:
-Price
-Revenue Growth
-Profit Margin
-Franchise Margin
-Valuation Metrics
--Discounted Cash Flow
--Price to Earnings Growth Rate
--Price to Sales Ratio
The most attractive companies as determined by the multi-factor methodology are
selected for or retained in the portfolio. A stock is sold because (a) the
fundamental factors have become unattractive, (b)the valuation exceeds our
reasonable price parameters, (c) the position exceed our diversification
parameters, or (d) it is displaced by a more attractive stock.
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Companies are evaluated within their respective industries as well as within the
overall investment universe. The Fund can invest in any industry, will hold a
broadly diversified portfolio across several industries, and will not
concentrate 25% or more of total assets in any single industry as an ongoing
policy. Under normal market conditions, the Fund expects to hold a minimum of 50
positions, with no maximum number. The Fund does not expect to hold more than
5%, at cost, of its total assets in the securities of any one issuer.
ROCHDALE INTERNATIONAL OPPORTUNITY FUND
Investment Objective. The Fund's investment objective is long-term capital
appreciation, which it seeks by investing in compaie within those countries
which Rochdale has identified as the most attractive among foreign developed and
emerging markets. A country's relative attractiveness is based on valuation
measures and financial and economic attributes incorporated in Rochdale's
proprietary methodology. The Fund seeks capital appreciation in excess of an
appropriately weighted benchmark measuring the performance of developed and
emerging market countries in Rochdale's investment universe. The Morgan Stanley
Capital International World-ex U.S. Index ("MSCI") is used as the benchmark for
the broad market against which the performance of the Fund is measured.
The Fund invests in securities of issuers in foreign countries, both developed
and emerging. For a discussion of various risks associated with investing in
foreign and emerging market securities, see "Foreign Securities and Emerging
Markets" at page __.
The Fund maintains investments in at least five markets, except during defensive
periods. For the foreign developed markets, the country universe from which the
Fund selects securities includes Canada plus those countries included in the
MSCI Europe, Australasia, and Far East Index ("MSCI EAFE"), except Malaysia and
Portugal, which the Fund considers emerging markets. There may be additional
developed countries included in the Fund that may not be classified by MSCI
EAFE. For emerging markets , the Fund will generally select securities of
companies in countries that are considered to be emerging by the United Nations
or the International Finance Corporation ("IFC"), or are
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otherwise regarded by their authorities s emerging. as well as countries that
are classified by the United Nations or otherwise regarded by their authorities
as emerging. Currently, the countries included in the Fund's emerging market
universe include Argentina, Brazil, Chile, Greece, India, Indonesia, Israel,
Malaysia, Mexico, the Philippines, Portugal, South Africa, South Korea, Taiwan,
Thailand and Turkey. In the future, the Fund may invest in other emerging market
countries.
Under normal conditions, the Fund seeks to achieve its objective by investing at
least 65% of its total assets in equity securities of foreign-domiciled,
publicly traded companies worldwide. Equity securities include common stocks,
sponsored or unsponsored American Depository Receipts ("ADRs"), European
Depository Receipts ("EDRs"), and Global Depository Receipts ("GDRs")
(collectively "depository receipts"), warrants, convertible bonds, debentures
and convertible preferred stocks. The Fund generally invests the remaining 35%
in a similar manner, but may invest those assets in equity or debt securities of
companies in countries worldwide. The Fund invests a minimum of 40% in developed
market securities and may invest up to 60% in emerging market securities, as
deemed appropriate by Rochdale. It is expected that the majority of companies
whose securities are held by the Fund will have a market capitalization of $200
million or more.
The Fund seeks to benefit from economic and other developments in foreign
countries or regions as well as relative valuation differences among foreign
markets. The objective of the Fund reflects our belief that investment
opportunities result from evolving long-term international trends favoring more
market-oriented economies, especially markets considered emerging. This trend
may be facilitated by local or international political, economic, or financial
developments that could benefit the capital markets of such countries. Certain
of these countries, which may be in the process of developing more
market-oriented economies, may experience relatively high rates of economic
growth. Other countries, although having relatively mature markets, may also be
in a position to benefit from local or international developments encouraging
greater market orientation and diminishing governmental intervention in economic
affairs.
Investment Policies.
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The Fund is designed for individuals and institutions who can benefit from
allocating a portion of their portfolio to a broader investment universe
comprised of securities in foreign developed and emerging markets. These markets
offer the opportunity to invest in countries at levels of economic development
different than the United States, or whose economies may be uncorrelated with
the United States. The companies and countries in which the Fund invests may
experience more potential for rapid growth than those in the United States. In
addition, these companies, when combined with an investors other investments,
may broaden portfolio representation in a manner that could lead to lower
overall portfolio volatility. Rochdale believes that the portion of an
investor's portfolio allocated to foreign investing should be made with an
investment horizon of five or more years.
Rochdale will change the composition of the portfolio as the relative
attractiveness of countries shifts. This may at times cause the fund to undergo
changes as a result of conditions in the financial markets or economies of the
foreign developed and emerging markets. Although the objective of the Fund is
long-term capital appreciation, the Fund will dispose of a security, regardless
of the time it has been held, to avoid anticipated reduction in value, or to
reduce or eliminate a position in a security which is no longer believed to
offer the potential for suitable gains. Portfolio turnover is not expected to
exceed an annual rate of 100% under normal circumstances. Higher rates of
portfolio turnover may result in additional brokerage commissions or expenses to
the Fund, as well as a reduction in investors' after-tax returns.
Investment Strategy. In managing the Fund, Rochdale focuses on those countries
within each category, foreign developed or emerging markets, that appear
attractively valued relative to other countries within that group. Rochdale
employs a proprietary quantitative methodology comprising several valuation,
financial, and economic factors for each country to arrive at a composite rating
for that country which takes each of these factors into account.
The factors included in this process include:
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-Price to Book Value
-Price to Earnings, Trailing
-Price to Earnings, Forecasted
-Earnings Yield Gap
-GDP Growth Rate Forecast
-Current Account to GDP
-Revision Ratio
-Analysts Consensus
The methodology employed ranks each of the countries on a periodic basis. Based
on the rankings for each country, the Fund allocates a certain percentage of the
portfolio to those higher ranked countries. The weighting allocated to each
country is determined by, among other factors, the nature of the market, its
market capitalization, the size of the economy, the number and type of
securities in the country, the liquidity of the country's securities markets,
and the type of country (developed or emerging). Country selection process tends
to focus on those countries that are attractive from a valuation perspective,
and thus to countries that may be experiencing or have experienced declines in
stock market value or economic growth in recent periods. The Fund invests in
companies representing a minimum of five countries and can be expected to be
invested in up to 15 or more countries in its portfolio under normal conditions.
A portfolio optimization process determines the specific securities that are
selected from each country to represent each selected country's return. Factors
used to select stocks within the countries include:
-Market capitalization
-Liquidity
-Volatility
-Growth
-Earnings/Price
-Industry
The Fund can invest in any industry, will seek to hold a broadly diversified
portfolio across several industries, and will not concentrate 25% or more of
total assets in any single industry as an ongoing policy.
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RISK FACTORS
All investments involve risk, and there can be no guarantee against loss
resulting from an investment in the Funds, nor can there by any assurance that
the Funds' investment objective will be attained. As with any investment in
securities, the value of and return from an investment in the Funds can decrease
as well as increase depending on a variety of factors which may affect the value
and return generated by the Funds' portfolio securities, including general
economic conditions and market factors. To the extent the Funds invest in
undervalued companies, there may be a substantial time period before the
securities of such companies return to price levels believed by Rochdale to
represent their true value. To the extent the Funds invest in fixed-income
securities, their value generally rises during periods of falling interest rates
but falls during periods of rising interest rates, and are subject to credit
risk relative to the ability of the issuer to repay principal and interest. An
investment in the Funds is therefore more appropriate for long-term investors
who can bear the risk of short-term fluctuations in principal and net asset
value.
Foreign Securities and Emerging Markets
Both Funds may invest, and the International Opportunity Fund will emphasize
investments in securities of foreign issuers, including those of companies in
emerging foreign markets. There are various risks associated with such
investments.
Since foreign securities are normally denominated and traded in foreign
currencies, the value of fund assets may be affected favorably or unfavorably by
changes in currency exchange rates relative to the U.S. dollar. There may be
less information publicly available about a foreign issuer, and foreign issuers
may not be subject to accounting standards comparable to those in the United
States.
The securities of some foreign companies are less liquid, and at times more
volatile, than securities of comparable U.S. companies. Foreign brokerage
commissions and other fees are also generally higher than in the United States.
Foreign settlement procedures and trade regulations may involve certain risks
(such
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as delay in payment or delivery of securities or in the recovery of fund assets
held abroad) and expenses not present in the settlement of domestic investments.
In addition, there may be a possibility of nationalization or expropriation of
assets, imposition of currency exchange controls, confiscatory taxation,
political or financial instability and diplomatic developments that could affect
the value of investments in certain foreign countries.
Legal remedies available to investors in certain foreign countries may be
limited. The laws of some foreign countries may limit investments in securities
of certain issuers located in those foreign countries. Special tax
considerations apply to foreign securities.
Prior Government approval for foreign investments may be required under certain
circumstances in some foreign countries, and the extent of foreign investment in
foreign companies may be subject to limitation. Foreign ownership limitations
also may be imposed by the charters of individual companies to prevent, among
other concerns, violation of foreign investment limitations. Repatriation of
investment income, capital and the proceeds of sales by foreign investors may
require governmental registration and approval in some foreign countries. A Fund
could be adversely affected by delays in, or a refusal to grant, any required
governmental approval for such repatriation.
The risks described above are typically greater in less developed nations,
sometimes referred to as "emerging markets." For instance, political and
economic structures in these countries may be in their infancy and developing
rapidly, causing instability. High rates of inflation may adversely affect the
economies and securities markets of such countries. In addition, the small size,
limited trading volume and relative inexperience of the people managing and
working in the securities markets in these countries may make investments in
such countries less liquid and more volatile than investments in more developed
countries. Investments in emerging markets are regarded as speculative, and in
non-geographically diverse emerging markets as especially speculative.
OTHER INVESTMENT PRACTICES USED BY THE FUNDS
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Short-term Investments
At times, the Funds may invest in short-term cash-equivalent securities. These
consist of high quality debt obligations maturing in one year or less from the
date of purchase, such as securities issued by the U.S. Government, its agencies
and instrumentalities, certificates of deposit, banker's acceptances and
commercial paper. High quality means that the obligations have been rated at
least A-1 by S&P or Prime-1 by Moody's Investor's Service, Inc. (Moody's), that
the issuer has an outstanding issue of debt securities rated at least AA by S&P
or Aa by Moody's, or are of comparable quality in Rochdale's opinion.
Fixed-Income Securities
Although equity securities are the primary focus for the Funds, they may also
hold fixed-income securities when Rochdale believes that opportunities for
long-term capital growth exist. The Funds' investments in corporate fixed-income
securities of domestic and foreign issuers are limited to corporate debt
securities (bonds, debentures, notes and other similar corporate debt
instruments) which meet the minimum ratings criteria set forth for the Fund, or,
if unrated, are in Rochdale's view, comparable in quality to corporate debt
securities in which the Fund may invest.
The Funds may invest up to 25% of their assets in securities rated B or better
by Moody's or Standard & Poor's. Securities rated BBB or better by S & P or Baa
and higher by Moody's are considered investment grade, but those rated BBB or
Baa may have speculative characteristics and changes in economic conditions may
lead to a weakened capacity to make principal and interest payments than is the
case with higher-rated securities.
The Funds may invest in securities rated below investment grade by Moody's and S
& P, but not rated below B. These securities have speculative characteristics,
including the possibility of default or bankruptcy of their issuers, market
price volatility based on interest rate sensitivity, and limited liquidity of
their trading markets. Because of these characteristics, the market for such
securities could be disrupted by an economic downturn and their value and the
ability of their issuers to
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repay principal and interest, and the Funds' net asset values could be adversely
affected.
Investment Companies
Consistent with the provisions of the Investment Company Act of 1940 (the "1940
Act"), the Funds may invest in the securities of other investment companies. As
a shareholder in any investment company, a Fund will bear its ratable share of
such company's expenses, including its advisory and administration fees.
Securities Lending
Each Fund is authorized to make loans of its portfolio securities to
broker-dealers or other institutional investors in an amount not exceeding 33
1/3% of its net assets. The borrower must maintain collateral equal to at least
100% of the value of the borrowed securities, plus any accrued interest. The
Fund will receive any interest or dividends paid on the loaned securities and a
fee or portion of the interest earned on the collateral. The risks in lending
portfolio securities include possible delay in receiving additional collateral
or in recovery of the securities, or possible limitation or loss of rights in
the collateral should the borrower fail financially. The Fund will make loans of
securities only to firms deemed by Rochdale to be of good standing and fully
creditworthy.
Year 2000
Like other mutual funds and financial and business organizations around the
world, the Funds could be adversely affected if the computer systems used by
them, Rochdale and other service providers and entities with computer systems
that are linked to Fund records do not properly process and calculate
date-related information and data from and after January 1, 2000. This is
commonly known as the "Year 2000 issue." The Funds and Advisor are taking steps
that are reasonably designed to address the Year 2000 issue with respect to the
computer systems they use and to obtain satisfactory assurances that comparable
steps are being taken by each of the Funds' other, major service providers.
However, there can be no assurance that these steps will be sufficient to avoid
any adverse impact on the Funds.
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The Funds have adopted certain investment restrictions, which are described
fully in the Statement of Additional Information. Like the Funds' investment
objectives, certain of these restrictions are fundamental and may be changed
only by a majority vote of a Fund's outstanding shares.
MANAGEMENT AND ADMINISTRATION
The Board of Trustees of the Trust establishes the Funds' policies and
supervises and reviews the management of the Funds.
Investment Advisor
Rochdale Investment Management, Inc. 570 Lexington Avenue, New York, NY
10022-6837, acts as investment advisor to the Funds pursuant to the Investment
Advisory Agreement. Rochdale provides investment advisory services to individual
and institutional investors and manages assets totaling over $500 million.
Rochdale was founded in 1986 and is controlled by Mr. Carl Acebes. Rochdale is
affiliated with Rochdale Securities Corporation, a New York Stock Exchange
member firm serving major corporate pension funds.
Mr. Carl Acebes and Mr. Garrett R. D'Alessandro, CFA, are the Funds' portfolio
managers. Mr. Acebes has been Chairman and Chief Investment Officer of Rochdale
since its founding. Mr. D'Alessandro, who also has been associated with Rochdale
since 1986, is the firm's President, Chief Executive Officer and Director of
Research. Mr. Acebes and Mr. D'Alessandro determine those companies that satisfy
the firm's investment criteria for inclusion in the Funds' portfolios and direct
the efforts of the firm's research analysts, as well as develop Rochdale's
proprietary analysis frameworks and multi-factor models.
Rochdale provides the Funds with advice on buying and selling securities,
manages the investments of the Funds, furnishes the Funds with office space, and
provides certain of the personnel needed by the Funds. As compensation, each
Fund pays Rochdale a monthly management fee (accrued daily) based upon the
average daily net assets of the Fund at the rate of 1.00% annually.
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Investment Company Administration Corporation (the "Administrator") acts as the
Funds' Administrator under an Administration Agreement. Under that agreement,
the Administrator prepares various federal and state regulatory filings, reports
and returns for the Funds; prepares reports and materials to be supplied to the
trustees; monitors the activities of the Funds' custodian, transfer agent and
accountants; coordinates the preparation and payment of Fund expenses; and
reviews the Funds' expense accruals. For its services, the Administrator
receives a monthly fee from each Fund at the rate of 0.10% annually of average
net assets, with a minimum annual fee per Fund of $40,000.
Each Fund is responsible for its own operating expenses. Rochdale has agreed to
limit the Foundation Fund's operating expenses to assure that its annual ratio
of operating expenses to average net assets ("expense ratio") will not exceed
2.50% and the International Opportunity Fund's expense ratio so that it will not
exceed 2.75%. Rochdale also may waive fees or reimburse additional amounts to
the Funds at any time in order to reduce the Funds' expenses. Reductions made by
Rochdale in its fees or payments or reimbursement of expenses which are the
Funds' obligation are subject to reimbursement within the following three years
by the Funds provided that the Funds are able to do so and remain in compliance
with applicable expense limitations then in effect.
Rochdale considers a number of factors in determining which brokers or dealers
to use for the Funds' portfolio transactions. While these are more fully
discussed in the Statement of Additional Information, the factors include, but
are not limited to, the reasonableness of commissions, quality of services and
execution, and the availability of research which Rochdale may lawfully and
appropriately use in its investment management and advisory capacities. Provided
the Fund receives prompt execution at competitive prices, Rochdale may consider
the sale of Fund shares as a factor in selecting broker-dealers for the Funds'
portfolio transactions. Subject to overall requirements of obtaining the best
combination of price, execution, and research services on a particular
transaction, the Funds intend to place eligible portfolio transactions through
their affiliated broker-dealer, Rochdale Securities Corporation, under
procedures adopted
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by the Board of Trustees pursuant to the Investment Company Act of 1940 (the
"1940 Act") and related rules.
DISTRIBUTION PLAN
The Funds have adopted a distribution plan pursuant to Rule 12b- 1. The Plan
provides that the Funds may pay for distribution and related expenses of up to
an annual rate of 0.25% of each Fund's average net assets to Rochdale as
distributor. Expenses permitted to be paid by the Funds under the Plan include:
preparation, printing and mailing of prospectuses; shareholder reports such
as semi-annual and annual reports, performance reports and newsletters;
sales literature and other promotional material to prospective investors;
direct mail solicitation; advertising; public relations; compensation of sales
personnel, advisors or other third parties for their assistance with respect
to the distribution of the Funds' shares; payments to financial
intermediaries for shareholder support; administrative and accounting services
with respect to Fund shareholders; and such other expenses related to the
distribution of the Funds' shares.
Plan payments will be reviewed by the Trustees. However, it is possible that at
times the amount of Rochdale's compensation could exceed Rochdale's distribution
expenses, resulting in a profit to Rochdale. If the Plan is terminated, the
Funds will not be required to make payments for expenses incurred after the
termination.
HOW TO INVEST IN THE FUNDS
The minimum initial investment in each Fund is $10,000. Subsequent investments
must be at least $2,500. Rochdale also acts as Distributor of the Fund's shares.
Rochdale may, at its discretion, waive the minimum investment requirements.
In addition to cash purchases, subject to Rochdale's discretion, shares may be
purchased by tendering payment in kind in the form of shares of stock, bonds or
other securities, provided that any such tendered security is readily
marketable, its acquisition is consistent with the particular Fund's
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<PAGE>
objective and it is otherwise acceptable to Rochdale.
Shares of the Funds are offered continuously for purchase at their net asset
value per share next determined after a purchase order is received. Orders
received after the time of the determination of a Fund's net asset value will be
entered at the next calculated net asset value. Investors may be charged a fee
by a broker or agent if they use such intermediaries to effect a transaction.
Investors may purchase shares of the Funds by check or wire:
By Check: For initial investments, an investor should complete the Funds'
Account Application (included with this Prospectus). The completed application,
together with a check payable to "Rochdale Foundation Fund" or the "Rochdale
International Opportunity Fund" should be mailed to the Funds at P.O. Box
____, Boston, MA 02105-____. For purchases by overnight mail, please contact
the Fund at (212) 702-3500 for instructions.
A stub is attached to the account statement sent to shareholders after each
transaction. For subsequent investments the stub should be detached from the
statement and, together with a check payable to "Rochdale Foundation Fund," or
"Rochdale International Opportunity Fund" and mailed to the Funds in the
envelope provided at the address indicated above. The investor's account number
should be written on the check.
By Wire: For initial investments, before wiring the Funds an investor should
call (800) 915-6566 between the hours of 8:00 a.m. and 4:00 p.m. Eastern time,
on a day when the New York Stock Exchange ("NYSE") is open for trading in order
to receive an account number. It is necessary to notify the Funds prior to each
wire purchase. Wires sent without notifying the Funds could result in a delay of
the effective date of purchase. The Funds' Transfer Agent will request the
investor's name, address, taxpayer identification number, amount being wired and
wiring bank. The investor should then instruct the wiring bank to transfer funds
by wire to : State Street Bank, ABA #011000028, for credit to Rochdale
Foundation Fund, DDA #58407743 or Rochdale International Opportunity Fund, DDA.
#58407750, for further credit to [investor's name and account number]. The
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<PAGE>
investor should also ensure that the wiring bank includes the name of the Fund
and the account number with the wire. If the Funds are received by the Transfer
Agent prior to the time that a Fund's net asset value is calculated, the Funds
will be invested on that day; otherwise they will be invested on the next
business day. Finally, the investor should write the account number provided by
the Transfer Agent on the Application Form and mail the Form promptly to the
Transfer Agent.
It is essential that complete information regarding the investor's account be
included in all wire instructions in order to facilitate prompt and accurate
handling of investments. Investors may obtain further information from the
Transfer Agent about remitting Funds in this manner and from their own banks
about any fees that may be imposed.
Other Purchase Information. Payments of redemption proceeds will not be made
with respect to any shares of the Funds purchased with an initial investment
made by wire until one business day after the completed Account Application is
received by the Funds. All investments must be made in U.S. dollars and, to
avoid fees and delays, checks should be drawn only on U.S. banks and should not
be made by third party check. A charge may be imposed if any check used for
investment does not clear. The Funds and the Distributor reserve the right to
reject any purchase order in whole or in part.
If a fully completed application or wire order, together with payment made
directly to the order of the Fund in U.S. dollars , is received by the Transfer
Agent by the close of trading on the NYSE (currently 4:00 p.m., New York City
time), Fund shares will be purchased at the offering price determined as of the
close of trading on that day. Otherwise, Fund shares will be purchased at the
offering price determined as of the close of trading on the NYSE on the next
business day.
Federal tax law requires that investors provide a certified Taxpayer
Identification Number and certain other required certifications upon opening or
reopening an account in order to avoid backup withholding of taxes at the rate
of 31% on taxable distributions and proceeds of redemptions. See the Funds'
Account Application for further information concerning this requirement.
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The Funds are not required to issue share certificates. All shares are normally
held in non-certificated form registered on the books of the Funds and the
Funds' Transfer Agent for the account of the shareholder.
HOW TO REDEEM AN INVESTMENT IN THE FUNDS
Shareholders have the right to have the Funds redeem all or any portion of the
outstanding shares in their account at their current net asset value on each day
the NYSE is open for trading, subject to a 2% redemption fee imposed on
redemptions of shares within eighteen months of purchase. This fee is paid to
the Funds and is designed to reduce transaction costs and disruptive effects of
short-term investment in the Funds. The redemption price is the net asset value
per share next determined after the shares are validly tendered for redemption.
Direct Redemption. A written request for redemption must be received by the
Funds' Transfer Agent in order to constitute a valid tender for redemption.
Requests for redemption of fund shares should be mailed to the Funds at P.O. Box
____, Boston, MA 02105-____. To protect the Funds and their shareholders, a
signature guarantee is required for certain transactions, including redemptions
of amounts of $5,000 or more. Signature(s) on the redemption request must be
guaranteed by an "eligible guarantor institution" as defined in the federal
securities laws. These institutions include banks, broker-dealers, credit unions
and savings institutions. A broker-dealer guaranteeing signatures must be a
member of a clearing corporation or maintain net capital of at least $100,000.
Credit unions must be authorized to issue signature guarantees. Signature
guarantees will be accepted from any eligible guarantor institution which
participates in a signature guarantee program. A notary public is not an
acceptable guarantor.
Telephone Redemption. Shareholders who complete the Redemption by Telephone
portion of the Funds' Account Application may redeem shares on any business day
the NYSE is open by calling the Funds' Transfer Agent at (800) 915-6566 between
the hours of 8:00 a.m. and 4:00 p.m. Eastern time. Redemption proceeds will be
mailed to the address of record or wired at the shareholder's direction the next
business day to the predesignated account. The minimum amount that may be wired
is $1,000 (wire charges, if any, will be
21
<PAGE>
deducted from redemption proceeds).
By establishing telephone redemption privileges, a shareholder authorizes the
Funds and the Transfer Agent to act upon the instruction of any person by
telephone to redeem from the account for which such service has been authorized
and send the proceeds to the address of record on the account or transfer the
proceeds to the bank account designated in the Authorization. The Funds and the
Transfer Agent will use procedures to confirm that redemption instructions
received by telephone are genuine, including recording of telephone instructions
and requiring a form of personal identification before acting on such
instructions. If these procedures are followed, neither the Funds nor their
agents will be liable for any loss, liability or cost which results from acting
upon instructions of a person believed to be a shareholder with respect to the
telephone redemption privilege. The Funds may change, modify, or terminate these
privileges at any time upon at least 60 days' notice to shareholders.
Shareholders may request telephone redemption after an account is opened;
however, the authorization form will require a separate signature guarantee.
Shareholders may experience delays in exercising telephone redemption privileges
during periods of abnormal market activity.
Other Redemption Information. Payment of redemption proceeds will be made
promptly, but not later than seven days after the receipt of all documents in
proper form, including a written redemption order with appropriate signature
guarantee in cases where telephone redemption privileges are not being utilized.
The Funds may suspend the right of redemption under certain extraordinary
circumstances in accordance with the Rules of the SEC. In the case of shares
purchased by check and redeemed shortly after purchase, the Funds will not mail
redemption proceeds until they have been notified that the check used for the
purchase has been collected, which may take up to 15 days from the purchase
date. To minimize or avoid such delay, investors may purchase shares by
certified check or federal Funds wire. A redemption may result in recognition of
a gain or loss for federal income tax purposes.
Due to the relatively high cost of maintaining smaller accounts,
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<PAGE>
the Funds reserve the right to redeem shares in any account, other than
retirement plan or Uniform Gift to Minors Act accounts, if at any time, due to
redemptions by the shareholder, the total value of a shareholder's account does
not equal at least $5,000. If the Funds determine to make such an involuntary
redemption, the shareholder will first be notified that the value of the account
is less than $5,000 and will be allowed 30 days to make an additional investment
to bring the value of his account to at least $5,000 before the Funds take any
action.
SERVICES AVAILABLE TO THE FUNDS' SHAREHOLDERS
Retirement Plans. The Funds offer prototype Individual Retirement Account
("IRA") and Roth IRA plans, and information is available from the Distributor or
from your securities dealer with respect to other retirement plans offered.
Investors should consult a tax adviser before establishing any retirement plan.
Automatic Investment Plan. For the convenience of shareholders, the Funds offer
an automatic investment plan whereby a preauthorized amount is automatically
drawn on the shareholder's personal checking account each month (but not less
than $100). Upon receipt of the withdrawn funds, a Fund automatically invests
the money in additional shares of the Fund at the current offering price.
Applications for this service are available from the Transfer Agent. There is no
charge by the Funds for this service. The Funds may terminate or modify this
privilege at any time, and shareholders may terminate their participation by
notifying the Transfer Agent in writing, sufficiently in advance of the next
scheduled withdrawal.
Automatic Withdrawals. As another convenience, the Funds offer a Systematic
Withdrawal Program whereby shareholders may request that a check drawn in a
predetermined amount be sent to them each month or calendar quarter. A
shareholder's account in a Fund must have shares with a value of at least
$10,000 in order to start a Systematic Withdrawal Program, and the minimum
amount that may be withdrawn each month or quarter under the Systematic
Withdrawal Program is $100. This Program may be terminated or modified by a
shareholder or the Funds at any time without charge or penalty.
A withdrawal under the Systematic Withdrawal Program is treated
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<PAGE>
as a redemption of shares, and may result in a gain or loss for federal income
tax purposes. In addition, if the amounts withdrawn exceed the dividends
credited to the shareholder's account, the account ultimately may be depleted.
HOW THE FUNDS' PER SHARE VALUE IS DETERMINED
The net asset value of a Fund share is determined once daily as of the close of
public trading on the New York Stock Exchange (currently 4:00 p.m. Eastern time)
on each day that Exchange is open for trading. Net asset value per share is
calculated by dividing the value of each Fund's total assets, less its
liabilities, by the number of Fund shares outstanding.
Portfolio securities are valued using current market values, if available.
Securities for which market quotations are not readily available are valued at
fair values as determined in good faith by or under the supervision of the
Trust's officers in accordance with methods which are specifically authorized by
the Board of Trustees. Short-term obligations with remaining maturities of 60
days or less are valued at amortized cost as reflecting fair value.
The value of securities denominated in foreign currencies and traded on foreign
exchanges or in foreign markets will be translated into U.S. dollars at the last
price of their respective currency denomination against U.S. dollars quoted by a
major bank or, if no such quotation is available, at the rate of exchange
determined in accordance with policies established in good faith by the
Trustees. Because the value of securities denominated in foreign currencies must
be translated into U.S. dollars, fluctuation in the value of such currencies in
relation to the U.S. dollar may affect the value of the Funds' shares even
without any change in the foreign currency denominated values of such
securities.
DISTRIBUTIONS AND TAXES
Dividends and Distributions. Any dividends from net investment income (which
includes realized short-term capital gains) are declared and paid at least
annually. Any undistributed long-term
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<PAGE>
net capital gains realized during the 12-month period ended each October 31, as
well as any additional undistributed capital gains realized during the Funds'
fiscal year, will also be distributed to shareholders on or about December 31 of
each year.
Dividends and capital gain distributions (net of any required tax withholding)
are automatically reinvested in additional shares of a Fund at the net asset
value per share on the reinvestment date unless the shareholder has previously
requested in writing to the Transfer Agent that distributions be made in cash.
Any dividend or distribution paid by a Fund has the effect of reducing the net
asset value per share on the reinvestment date by the amount of the dividend or
distribution. Investors should note that a dividend or distribution paid on
shares purchased shortly before such dividend or distribution was declared will
be subject to income taxes as discussed below even though the dividend or
distribution represents, in substance, a partial return of capital to the
shareholder.
Taxes. The Funds intend to qualify and elect to be treated as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As long as the Funds continue to so qualify, and as long
as they distribute all of their income each year to the shareholders, the Funds
will not be subject to any federal income tax or excise taxes based on net
income. Distributions made by the Funds will be taxable to shareholders whether
received in shares (through dividend reinvestment) or in cash. Distributions
derived from net investment income, including net short-term capital gains, are
taxable to shareholders as ordinary income. Any long-term or mid-term capital
gain distributions are taxable to shareholders as long-term or mid-term capital
gains, respectively, regardless of the length of time shares have been held.
Although distributions are generally taxable when received, certain
distributions made in January are taxable as if received the prior December.
Shareholders will be informed annually of the amount and nature of the Funds'
distributions. Additional information about taxes is set forth in the Statement
of Additional Information. Shareholders should consult their own advisers
concerning federal, state and local tax consequences of investing in the Funds.
GENERAL INFORMATION
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<PAGE>
The Trust. The Funds are series of Rochdale Investment Trust (the "Trust"). The
Trust was organized as a Delaware business trust on March 10, 1998. The
Agreement and Declaration of Trust permits the Board of Trustees to issue an
unlimited number of full and fractional shares of beneficial interest, without
par value, which may be issued in any number of series. The Board of Trustees
may from time to time classify shares and issue other series, the assets and
liabilities of which will be separate and distinct from any other series.
Shareholder Rights. Shares issued by the Funds have no preemptive, conversion,
or subscription rights. Shareholders have equal and exclusive rights as to
dividends and distributions as declared by each Fund and to the net assets of
each Fund upon liquidation or dissolution. Voting rights are not cumulative, so
that the holders of more than 50% of the shares voting in any election of
Trustees can, if they so choose, elect all of the Trustees. While the Trust is
not required and does not intend to hold annual meetings of shareholders, such
meetings may be called by the Trustees in their discretion, or upon demand by
the holders of 10% or more of the outstanding shares of the Trust for the
purpose of electing or removing Trustees.
Performance Information. From time to time, the Funds may publish total return
in advertisements and communications to investors. Total return information will
include a Fund's average annual compounded rate of return over the most recent
year and over the period from the Fund's inception of operations. The Funds may
also advertise aggregate and average total return information over different
periods of time. A Fund's total return will be based upon the value of the
shares acquired through a hypothetical $1,000 investment at the beginning of the
specified period and the net asset value of such shares at the end of the
period, assuming reinvestment of all distributions. Total return figures will
reflect all recurring charges against Fund income, and any applicable sales
charges. Investors should note that the investment results of the Fund will
fluctuate over time, and any presentation of a Fund's total return for any prior
period should not be considered as a representation of what an investor's total
return may be in any future period.
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<PAGE>
Custodian and Transfer Agent; Shareholder Inquiries. State Street Bank & Trust
Company serves as custodian of the Funds' assets and its transfer and dividend
disbursing agent. Shareholder inquiries should be directed to the Fund at
212-702-3500.
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<PAGE>
Advisor and Distributor
Rochdale Investment Management Inc.
570 Lexington Ave.
New York, NY 10022-6837
Custodian, Transfer and Dividend Disbursing Agent
State Street Bank & Trust Company
Auditors
Tait, Weller & Baker
8 Penn Center Plaza
Philadelphia, PA 19103
Legal Counsel
Paul, Hastings, Janofsky & Walker LLP
345 California St.
San Francisco, CA 94104
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STATEMENT OF ADDITIONAL INFORMATION
July __, 1998
ROCHDALE FOUNDATION FUND
ROCHDALE INTERNATIONAL OPPORTUNITY FUND
570 Lexington Avenue
New York, NY 10022-6837
(212) 702-3500
This Statement of Additional Information is not a prospectus and it should be
read in conjunction with the prospectus of the Rochdale Foundation Fund and the
Rochdale International Opportunity Fund (the "Funds"). A copy of the prospectus
of the Funds dated July , 1998 is available by calling the number
listed above or (212) 633-9700.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Reference to page
Page In Prospectus
<S> <C>
The Trust B-2
Investment Objective and Policies B-2
Investment Restrictions B-4
Distributions and Tax Information B-6
Management B-8
The Fund's Investment Advisor B-9
The Fund's Administrator B-9
The Fund's Distributor B-10
Execution of Portfolio Transactions B-10
Additional Purchase and Redemption Information B-12
Determination of Share Price B-13
Performance Information B-13
General Information B-14
</TABLE>
THE TRUST
Rochdale Investment Trust (the "Trust") is an open-end management
investment company organized as a Delaware business trust. The Trust may consist
of various series which represent separate investment portfolios. This Statement
of Additional Information relates only to the initial series of the Trust, the
Rochdale Foundation Fund and Rochdale International Opportunity Fund. Rochdale
Investment Management Inc. ("Rochdale") is the
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<PAGE>
Fund's investment advisor.
INVESTMENT OBJECTIVE AND POLICIES
The Funds are mutual funds with an investment objective of
long-term capital appreciation. The following discussion supplements the
discussion of the Funds' investment objectives and policies as set forth in the
Prospectus. There can be no assurance that the objective of the Funds will be
attained.
Depositary Receipts
The Funds may invest in securities of foreign issuers in the form of
American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"),
Global Depositary Receipts ("GDRs") or other securities convertible into
securities of foreign issuers. These securities may not necessarily be
denominated in the same currency as the securities for which they may be
exchanged. The Funds may also hold American Depository Shares ("ADSs"), which
are similar to ADRs. ADRs and ADSs are typically issued by an American bank or
trust company and evidence ownership of underlying securities issued by a
foreign corporation. EDRs, which are sometimes referred to as Continental
Depository Receipts ("CDRs"), are receipts issued in Europe, typically by
foreign banks and trust companies that evidence ownership of either foreign or
domestic securities. Generally, ADRs in registered form are designed for use in
U.S. securities markets. For purposes of the Funds' investment policies, the
Funds' investments in ADRs, ADSs, EDRs, GDRs and CDRs will be deemed to be
investments in the equity securities representing securities of foreign issuers
into which they may be converted.
Repurchase Agreements
The Funds may enter into repurchase agreements in order to earn income on
available cash, or as a defensive investment in which the purchaser (i.e., the
Fund) acquires ownership of a U.S. Government security (which may be of any
maturity) and the seller agrees to repurchase the obligation at a future time at
a set price, thereby determining the yield during the purchaser's holding period
(usually not more than seven days from the date of purchase). Any repurchase
transaction in which a Fund engages
2
<PAGE>
will require full collateralization of the seller's obligation during the entire
term of the repurchase agreement. In the event of a bankruptcy or other default
of the seller, a Fund could experience both delays in liquidating the underlying
security and losses in value. However, the Funds intend to enter into repurchase
agreements only with banks with assets of $500 million or more that are insured
by the Federal Deposit Insurance Corporation and with the most credit worthy
registered securities dealers with all such transactions governed by procedures
adopted and regularly reviewed by the Trust's Board of Trustees. Rochdale
monitors the creditworthiness of the banks and securities dealers with whom the
Funds engage in repurchase transactions.
If the market value of the U.S. Government security subject to the
repurchase agreement becomes less than the repurchase price (including
interest), the Funds will direct the seller of the U.S. Government security to
deliver additional securities so that the market value of all securities subject
to the repurchase agreement will equal or exceed the repurchase price. It is
possible that the Funds might be unsuccessful in seeking to impose on the seller
a contractual obligation to deliver additional securities.
When-Issued Securities
Each Fund may from time to time purchase securities on a "when-issued"
basis. The price of such securities, which may be expressed in yield terms, is
fixed at the time the commitment to purchase is made, but delivery and payment
for the when-issued securities take place at a later date. Normally, the
settlement date occurs within one month of the purchase; during the period
between purchase and settlement, no payment is made by the Fund to the issuer
and no interest accrues to the Fund. To the extent that assets of the Fund are
held in cash pending the settlement of a purchase of securities, the Fund would
earn no income. While when-issued securities may be sold prior to the settlement
date, the Funds intend to purchase such securities with the purpose of actually
acquiring them unless a sale appears desirable for investment reasons. At the
time a Fund makes the commitment to purchase a security on a when-issued basis,
it will record the transaction and reflect the value of the security in
determining its net asset value. The market value of the when-issued securities
may be more or less than the purchase price. Rochdale does not believe that a
Fund's net asset value or income will be adversely affected by the purchase of
securities on a when-issued basis. The Funds will segregate liquid assets equal
in value to commitments for when-issued securities, which reduces but does not
eliminate leverage.
Options and Futures
The Funds may purchase and write call and put options on securities, securities
indexes, and foreign currencies, and enter into futures contracts and use
options on futures contracts. The Funds may use these techniques to hedge
against changes in securities prices, foreign currency exchange rates or as part
of its overall investment strategy. The Funds segregate liquid assets to cover
obligations under options and futures contracts to reduce leveraging.
The Funds may buy or sell interest rate futures contracts and options on
interest rate futures contracts for the purpose of hedging against changes in
the value of securities owned. The Funds will not enter into futures contracts
or options thereon for non-hedging purposes if, immediately thereafter, the
aggregate initial margin deposits on a Fund's futures positions and premiums
paid for options thereon would exceed 5% of the liquidation value of the Fund's
total assets.
There are risks involved in the use of options and futures, including the risk
that the prices of the hedging vehicles may not correlate perfectly with the
securities held by the Funds. This may cause the futures or options to react
differently from the Funds' portfolio securities to market changes. In addition,
Rochdale could be incorrect in its expectations for the direction or extent of
market movements. In these events, the Funds could lose money on the options of
futures contracts. It is also not certain that a secondary market for positions
in options or futures contracts will exist at all times, although Rochdale will
consider liquidity before entering into these transactions.
Illiquid Securities
Each Fund may invest up to 15% of its net assets in illiquid
3
<PAGE>
securities, including (i) securities for which there is no readily available
market; (ii) securities the disposition of which would be subject to legal
restrictions (so called "restricted securities"); and (iii) repurchase
agreements having more than seven days to maturity. A considerable period of
time may elapse between a Fund's decision to dispose of such securities and the
time when the Fund is able to dispose of them, during which time the value of
the securities could decline.
Restricted securities issued pursuant to Rule 144A under the Securities Act of
1933 that have a readily available market are not deemed illiquid for purposes
of this limitation. Investing in Rule 144A securities could result in increasing
the level of a Fund's illiquidity if qualified institutional buyers become, for
a time, uninterested in purchasing these securities. Rochdale will monitor the
liquidity of such securities subject to review by the Board of Trustees.
With respect to liquidity determinations generally, the Board of
Trustees has the ultimate responsibility for determining whether specific
securities are liquid or illiquid. The Board has delegated the function of
making day-to-day determinations of liquidity to Rochdale. Factors encompassed
in the evaluation of liquidity, include, but are not limited to: (i) the
frequency of trading in the security; (ii) the number of dealers that make
quotes for the security; (iii) the number of dealers that have undertaken to
make a market in the security; (iv) the number of other potential purchasers;
and (v) the nature of the security and how trading is effected (e.g., the time
needed to sell the security, how offers are solicited and the mechanics of
transfer). Rochdale will monitor the liquidity of securities in the Funds'
portfolios and report periodically on such decisions to the Board of Trustees,
consistent with the guidelines established for making liquidity determinations.
INVESTMENT RESTRICTIONS
The following policies and investment restrictions have been
adopted by each Fund and (unless otherwise noted) are fundamental and cannot be
changed without the affirmative vote of a majority of the Fund's outstanding
voting securities as defined in the 1940 Act. Neither Fund may:
4
<PAGE>
1. Make loans to others, except (a) through the purchase of debt
securities in accordance with its investment objectives and policies, (b)
through the lending of portfolio securities, or (c) to the extent the entry into
a repurchase agreement is deemed to be a loan.
(a) Borrow money, except temporarily for extraordinary or emergency
purposes from a bank and then not in excess of 10% of total assets (at the lower
of cost or fair market value; any such borrowing will be made only if
immediately thereafter there is an asset coverage of at least 300% of all
borrowings and no investments may be made while any borrowings are in excess of
5% of total assets).
(b) Mortgage, pledge or hypothecate any of its assets except in
connection with any such borrowings.
3. Purchase securities on margin, participate on a joint or joint
and several basis in any securities trading account, or underwrite securities,
except that this restriction does not preclude a Fund from obtaining such
short-term credit as may be necessary for the clearance of purchases and sales
of its portfolio securities.
4. Purchase or sell real estate, or commodities or commodity
contracts, except that a Fund may purchase or sell currencies (including forward
currency exchange contracts), futures contracts, and related options.
5. Invest 25% or more of the market value of its assets in the
securities of companies engaged in any one industry, except that this
restriction does not apply to investment in the securities of the U.S.
Government, its agencies or instrumentalities.
6. Issue senior securities, as defined in the 1940 Act except that
this restriction shall not be deemed to prohibit a Fund from (a) making any
permitted borrowings, mortgages or pledges, (b) entering into repurchase
transactions, or (c) engaging in options or futures transactions.
7. Invest in any issuer for purposes of exercising control
5
<PAGE>
or management.
Each Fund observes the following policies, which are not deemed
fundamental and which may be changed without shareholder vote. Neither Fund may:
8.Invest in securities of other investment companies except as
provided for in the Investment Company Act of 1940.
9. Invest, in the aggregate, more than 15% of its net assets in
securities with legal or contractual restrictions on resale, securities which
are not readily marketable, and repurchase agreements with more than seven days
to maturity.
If a percentage restriction is adhered to at the time of
investment, a subsequent increase or decrease in a percentage resulting from a
change in the values of assets will not constitute a violation of that
restriction, except with respect to borrowing and illiquid securities, or as
otherwise noted.
DISTRIBUTIONS AND TAX INFORMATION
Distributions
Dividends from net investment income and distributions from net
profits from the sale of securities are generally made annually. Also, each Fund
expects to distribute any undistributed net investment income on or about
December 31 of each year. Any net capital gains realized through the one-year
period ended October 31 of each year will also be distributed by December 31 of
each year.
Each distribution by a Fund is accompanied by a brief explanation
of the form and character of the distribution. In January of each year the Fund
will issue to each shareholder a statement of the federal income tax status of
all distributions made during the preceding calendar year.
Tax Information
Each Fund is treated as a separate entity for federal income tax
purposes. Each Fund expects to qualify to be treated
6
<PAGE>
as a regulated investment company under Subchapter M of the Internal Revenue
Code of 1986, as amended, (the "Code"), provided that it complies with all
applicable requirements regarding the source of its income, diversification of
its assets and timing of distributions. Each Fund's policy is to distribute to
its shareholders all of its investment company taxable income and any net
realized long-term and mid-term capital gains for each fiscal year in a manner
that complies with the distribution requirements of the Code, so that the Fund
will not be subject to any federal income tax or excise taxes based on net
income. To avoid the excise tax, each Fund must also distribute (or be deemed to
have distributed) by December 31 of each calendar year (i) at least 98% of its
ordinary income for such year, (ii) at least 98% of the excess of its realized
capital gains over its realized capital losses for the one-year period ending on
October 31 during such year and (iii) any amounts from the prior calendar year
that were not distributed and on which the Fund paid no federal excise tax.
Net investment income consists of interest and dividend income,
less expenses. Net realized capital gains for a fiscal period are computed by
taking into account any capital loss carry forward of a Fund.
The Funds may write, purchase, or sell certain option and futures contracts.
Such transactions are subject to special tax rules that may affect the amount,
timing, and character of distributions to shareholders. Unless a Fund is
eligible to make and makes a special election, such contracts that are "Section
1256 contracts" will be "marked-to-market" for Federal income tax purposes at
the end of each taxable year (i.e., each contract will be treated as sold for
its fair market value on the last day of the taxable year). In general, unless
the special election referred to in the previous sentence is made, gain or loss
from transactions in such contracts will be 60% long term and 40% short-term
capital gain or loss. Section 1092 of the Code, which applies to certain
"straddles", may affect the taxation of the Fund's transactions in option,
futures, and foreign currency contracts. Under Section 1092 of the Code, the
Funds may be required to postpone recognition for tax purposes of losses
incurred in certain closing transactions.
Distributions of net investment income and net short-term capital
7
<PAGE>
gains are taxable to shareholders as ordinary income. In the case of corporate
shareholders, a portion of the distributions may qualify for the intercorporate
dividends-received deduction to the extent a Fund designates the amount
distributed as a qualifying dividend. The aggregate amount so designated cannot,
however, exceed the aggregate amount of qualifying dividends received by the
Fund for its taxable year. The deduction, if any, may be reduced or eliminated
if Fund shares held by a corporate investor are treated as debt-financed or are
held for fewer than 46 days.
Any long-term or mid-term capital gain distributions are taxable to
shareholders as long-term or mid-term capital gains, respectively, regardless of
the length of time they have held their shares. Capital gains distributions are
not eligible for the dividends-received deduction referred to in the previous
paragraph. Distributions of any net investment income and net realized capital
gains will be taxable as described above, whether received in shares or in cash.
Shareholders electing to receive distributions in the form of additional shares
will have a cost basis for federal income tax purposes in each share so received
equal to the net asset value of a share on the reinvestment date. Distributions
are generally taxable when received. However, distributions declared in October,
November or December to shareholders of record on a date in such a month and
paid the following January are taxable as if received on December 31.
Distributions are includable in alternative minimum taxable income in computing
a shareholder's liability for the alternative minimum tax.
Under the Code, the Funds will be required to report to the
Internal Revenue Service all distributions of taxable income and capital gains
as well as gross proceeds from the redemption or exchange of Fund shares, except
in the case of exempt shareholders, which includes most corporations. Pursuant
to the backup withholding provisions of the Code, distributions of any taxable
income and capital gains and proceeds from the redemption of a Fund's shares may
be subject to withholding of federal income tax at the rate of 31 percent in the
case of non-exempt shareholders who fail to furnish the Funds with their
taxpayer identification numbers and with required certifications regarding their
status under the federal income tax law. If the backup withholding provisions
are applicable, any such distributions and
8
<PAGE>
proceeds, whether taken in cash or reinvested in additional shares, will be
reduced by the amounts required to be withheld. Corporate and other exempt
shareholders should provide the Funds with their taxpayer identification numbers
or certify their exempt status in order to avoid possible erroneous application
of backup withholding. The Funds reserve the right to refuse to open an account
for any person failing to certify the person's taxpayer identification number.
Neither Fund will be subject to tax in the State of Delaware as
long as it qualifies as a regulated investment company for federal income tax
purposes. Distributions and the transactions referred to in the preceding
paragraphs may be subject to state and local income taxes, and the tax treatment
thereof may differ from the federal income tax treatment.
Generally, a credit for foreign taxes may not exceed the
shareholder's U.S. federal income tax (determined without reward to the
availability of the credit) attributable to his or her total foreign source
taxable income. For this purpose, the portion of distributions paid by a Fund
from foreign source income will be treated as foreign source income. A Fund's
gains from the sale of securities will generally be treated as derived from U.S.
sources, and certain currency fluctuation gains and losses, including
fluctuation gains from foreign currency denominated debt securities, receivables
and payables will be treated as derived from U.S. sources. The limitation on the
foreign tax credit is applied separately to foreign source "passive income",
such as the portion of dividends received from a Fund which qualifies as foreign
source income. In addition, the foreign tax credit is allowed to offset only 90%
of the alternative minimum tax imposed on corporations and individuals. Because
of these limitations, shareholders may be unable to claim a credit for the full
amount of their proportionate shares of foreign income taxes paid by the Funds.
The foregoing discussion of U.S. federal income tax law relates solely
to the application of that law to U.S. citizens or residents and U.S. domestic
corporations, partnerships, trusts, and estates. Each shareholder who is not a
U.S. person should consider the U.S. and foreign tax consequences of ownership
of shares of the Funds, including the possibility that such a shareholder may be
subject to a U.S. withholding tax at a rate of
9
<PAGE>
30 percent (or at a lower rate under an applicable income tax treaty) on amounts
constituting ordinary income.
MANAGEMENT
TRUSTEES AND EXECUTIVE OFFICERS
The Trustees of the Trust, who were elected for an indefinite term by the
initial shareholders of the Trust, are responsible for the overall management of
the Trust, including general supervision and review of the investment activities
of the Fund. The Trustees, in turn, elect the officers of the Trust, who are
responsible for administering the day-to-day operations of the Trust and its
separate series. The current Trustees and officers, their ages and affiliations
and principal occupations for the past five years are set forth below.
Carl Acebes,* 51 Chairman and Trustee
570 Lexington Ave, New York, NY 10022. Chairman and Chief Investment Officer of
the Advisor.
Maxime C. Baretge, 57 Trustee
Hastings, W13, Barbados, West Indies. President, P.A. Pommares Agencies, S. A.
(Luxury Goods Distribution).
Benedict T. Marino, 55, Trustee
144 Fairmount Rd., Ridgewood, NJ 07450. President, BTM Investment Company
(private investments) since January , 1995; formerly Managing Director,
Donaldson, Lufkin, Jenrette Securities Corp. (securities and investment banking)
from 1983-1995.
Garrett R. D'Alessandro*, CFA, 40, President, Secretary and Treasurer
570 Lexington Ave., New York, NY 10022. President, Chief Executive Officer and
Director of Research of the Advisor.
Set forth below is the compensation rate payable to the Disinterested
Trustees. It is anticipated that these Trustees will waive these fees during
the Fund's initial fiscal period. Disinterested Trustees will receive an
annual retainer of $1,000 and a fee of $500 for each regularly scheduled
meeting. Disinterested Trustees are also reimbursed for expenses in connection
with each Board meeting attended. No other compensation or retirement benefits
are received by any Trustee or officer from the Funds or any other portfolios
of the Trust.
Name of Trustee Total Compensation
- --------------- ------------------
Maxime C. Baretge $3,000
Benedict T. Marino $3,000
THE FUNDS' INVESTMENT ADVISOR
As stated in the Prospectus, investment advisory services are
10
<PAGE>
provided to the Funds by Rochdale, pursuant to an Investment Advisory
Agreement.
The Investment Advisory Agreement continues in effect after its initial
two year term from year to year so long as such continuation is approved at
least annually by (1) the Board of Trustees of the Trust or the vote of a
majority of the outstanding shares of the Funds, and (2) a majority of the
Trustees who are not interested persons of any party to the Agreement, in each
case cast in person at a meeting called for the purpose of voting on such
approval. The Agreement may be terminated at any time, without penalty, by
either a Fund or Rochdale upon sixty days' written notice and is automatically
terminated in the event of its assignment as defined in the 1940 Act.
Rochdale has agreed to reduce fees payable to it or reimburse the
Funds; operating expenses to the extent necessary to limit the Fund's ratio of
operating expenses to average net assets to no more than 2.50% annually for the
Foundation Fund and 2.75% annually for the International Opportunity Fund. Any
such reduction of fees or payment of expenses may be subject to reimbursement by
the Funds within the following three years provided that a Fund is able to do so
and remain in compliance with applicable expense limitations then in effect.
THE FUNDS' ADMINISTRATOR
The Funds have entered into an Administration Agreement with Investment
Company Administration Corporation (the "Administrator"). The Administration
Agreement provides that the Administrator will prepare and coordinate reports
and other materials supplied to the Trustees; prepare and/or supervise the
preparation and filing of all securities filings, periodic financial reports,
prospectuses, statements of additional information, tax returns, shareholder
reports and other regulatory reports or filings required of the Funds; prepare
all required notice filings necessary to maintain the Funds' ability to sell
shares in all states where the Funds currently do or intend to do business;
coordinate the preparation, printing and mailing of all materials (e.g., Annual
Reports) required to be sent to shareholders; coordinate the preparation and
payment of Fund-related expenses; monitor and oversee the activities of the
11
<PAGE>
Funds' servicing agents (e.g., transfer agent, custodian, fund accountants,
etc.); review and adjust as necessary the Funds' daily expense accruals; and
perform such additional services as may be agreed upon by the Funds and the
Administrator. For its services, the Administrator receives a monthly fee from
each Fund at the annual rate of 0.10% of average daily net assets with a minimum
annual fee of $40,000.
THE FUNDS' DISTRIBUTOR
Rochdale also acts as the Funds' principal underwriter in a continuous
public offering of the Funds' shares. The Distribution Agreement between the
Funds and Rochdale continues in effect from year to year if approved at
least annually by (i) the Board of Trustees or the vote of a majority
of the outstanding shares of the Fund (as defined in the 1940 Act) and (ii) a
majority of the Trustees who are not interested persons of any such party, in
each case cast in person at a meeting called for the purpose of voting on such
approval. The Distribution Agreement may be terminated without penalty by
the parties thereto upon sixty days, written notice, and is automatically
terminated in the event of its assignment as defined in the 1940 Act.
EXECUTION OF PORTFOLIO TRANSACTIONS
Pursuant to the Investment Advisory Agreement, Rochdale determines
which securities are to be purchased and sold by the Funds and which
broker-dealers are eligible to execute the Funds' portfolio transactions.
Purchases and sales of securities in the over-the-counter market will generally
be executed directly with a "market-maker" unless, in the opinion of Rochdale, a
better price and execution can otherwise be obtained by using a broker for the
transaction.
Purchases of portfolio securities for the Funds also may be made
directly from issuers or from underwriters. Where possible, purchase and sale
transactions will be effected through dealers (including banks) which specialize
in the types of securities which the Funds will be holding, unless better
executions are available elsewhere. Dealers and underwriters usually act as
12
<PAGE>
principal for their own account. Purchases from underwriters will include a
concession paid by the issuer to the underwriter and purchases from dealers will
include the spread between the bid and the asked price. If the execution and
price offered by more than one dealer or underwriter are comparable, the order
may be allocated to a dealer or underwriter that has provided research or other
services as discussed below.
In placing portfolio transactions, Rochdale will use its best efforts
to choose a broker-dealer capable of providing the services necessary to obtain
the most favorable price and execution available. The full range and quality of
services available will be considered in making these determinations, such as
the size of the order, the difficulty of execution, the operational facilities
of the firm involved, the firm's risk in positioning a block of securities, and
other factors. In those instances where it is reasonably determined that more
than one broker-dealer can offer the services needed to obtain the most
favorable price and execution available, consideration may be given to those
broker-dealers which furnish or supply research and statistical information to
Rochdale that it may lawfully and appropriately use in its investment advisory
capacities, as well as provide other services in addition to execution services.
Rochdale considers such information, which is in addition to and not in lieu of
the services required to be performed by it under its Agreement with the Funds,
to be useful in varying degrees, but of indeterminable value. Portfolio
transactions may be placed with broker-dealers who sell shares of the Funds
subject to rules adopted by the National Association of Securities Dealers, Inc.
While it is the Funds' general policy to seek first to obtain the most
favorable price and execution available, in selecting a broker-dealer to execute
portfolio transactions for the Funds, weight may also be given to the ability of
a broker-dealer to furnish brokerage and research services to the Funds or to
Rochdale, even if the specific services were not imputed just to the Funds and
may be useful to Rochdale in advising other clients. In negotiating commissions
with a broker or evaluating the spread to be paid to a dealer, the Funds may
therefore pay a higher commission or spread than would be the case if no weight
were given to the furnishing of these supplemental services, provided that the
amount of such commission or spread has been
13
<PAGE>
determined in good faith by Rochdale to be reasonable in relation to the value
of the brokerage and/or research services provided by such broker-dealer. The
standard of reasonableness is to be measured in light of Rochdale's overall
responsibilities to the Funds.
Investment decisions for the Funds are made independently from those of
other client accounts or mutual funds managed or advised by Rochdale.
Nevertheless, it is possible that at times identical securities will be
acceptable for both the Funds and one or more of such client accounts or other
funds. In such event, the position of the Funds and such client account(s) or
other funds in the same issuer may vary and the length of time that each may
choose to hold its investment in the same issuer may likewise vary. However, to
the extent any of these client accounts or other funds seeks to acquire the same
security as a Fund at the same time, the Fund may not be able to acquire as
large a portion of such security as is desired, or may have to pay a higher
price or obtain a lower yield for such security. Similarly, a Fund may not be
able to obtain as high a price for, or as large an execution of, an order to
sell any particular security at the same time. If one or more of such client
accounts or other funds simultaneously purchases or sells the same security that
a Fund is purchasing or selling, each day's transactions in such security will
be allocated between the Fund and all such client accounts or other funds in a
manner deemed equitable by Rochdale, taking into account the respective sizes of
the accounts and the amount being purchased or sold. It is recognized that in
some cases this system could have a detrimental effect on the price or value of
the security insofar as a Fund is concerned. In other cases, however, it is
believed that the ability of the Fund to participate in volume transactions may
produce better executions for the Fund.
The Funds do not effect securities transactions through brokers in accordance
with any formula, nor do they effect securities transactions through such
brokers solely for selling shares of the Funds, although the Funds may consider
the sale of shares as a factor in allocating brokerage. However, as stated
above, broker-dealers who execute brokerage transactions may effect purchase of
shares of the Funds for their customers.
Subject to overall requirements of obtaining the best combination
14
<PAGE>
of price, execution and research services on a particular transaction, the Funds
may place eligible portfolio transactions through its affiliated broker-dealer,
Rochdale Securities Corporation, under procedures adopted by the Board of
Trustees pursuant to the Investment Company Act of 1940 (the "1940 Act") and
related rules.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
The Trust reserves the right in its sole discretion (i) to suspend the
continued offering of the Funds' shares, (ii) to reject purchase orders in whole
or in part when in the judgment of Rochdale or the Distributor such rejection is
in the best interest of the Funds, and (iii) to reduce or waive the minimum for
initial and subsequent investments for certain fiduciary accounts or under
circumstances where certain economies can be achieved in sales of the Funds'
shares.
Payments to shareholders for shares of a Fund redeemed directly from
the Fund will be made as promptly as possible but no later than seven days after
receipt by the Funds' Transfer Agent of the written request in proper form, with
the appropriate documentation as stated in the Prospectus, except that the Funds
may suspend the right of redemption or postpone the date of payment during any
period when (a) trading on the New York Stock Exchange is restricted as
determined by the SEC or such Exchange is closed for other than weekends and
holidays; (b) an emergency exists as determined by the SEC making disposal of
portfolio securities or valuation of net assets of the Funds not reasonably
practicable; or (c) for such other periods as the SEC may permit for the
protection of the Funds' shareholders. At various times, the Funds may be
requested to redeem shares for which they have not yet received confirmation of
good payment; in this circumstance, the Funds may delay payment of the
redemption proceeds until payment for the purchase of such shares has been
collected and confirmed to the Funds.
The Funds intend to pay cash (U.S. dollars) for all shares redeemed,
but, under abnormal conditions which make payment in cash unwise, the Funds may
make payment partly in securities with a current market value equal to the
redemption price. Although the Funds do not anticipate that it will make any
part of a redemption payment in securities, if such payment were made, an
15
<PAGE>
investor may incur brokerage costs in converting such securities to cash. The
Trust and Funds have elected to be governed by the provisions of Rule 18f-1
under the 1940 Act, which contains a formula for determining the minimum
redemption amounts that must be paid in cash.
The value of shares on redemption or repurchase may be more or less
than the investor's cost, depending upon the market value of a Fund's portfolio
securities at the time of redemption or repurchase.
As discussed in the Prospectus, the Funds provide an Automatic
Investment Plan for the convenience of investors who wish to purchase shares of
the Funds on a regular basis. All record keeping and custodial costs of the Plan
are paid by the Funds. The market value of the Funds' shares is subject to
fluctuation, so before undertaking any plan for systematic investment, the
investor should keep in mind that this plan does not assure a profit nor protect
against depreciation in declining markets.
DETERMINATION OF SHARE PRICE
As noted in the Prospectus, the net asset value and offering price of
shares of the Funds will be determined once daily at the close of public trading
on the New York Stock Exchange, ("NYSE"), currently 4:00 p.m., New York City
time, on each day the NYSE is open for trading. It is expected that the Exchange
will be closed on Saturdays and Sundays and on New Year's Day, Martin Luther
King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas. The Funds do not expect to determine
the net asset value of their shares on any day when the Exchange is not open for
trading even if there is sufficient trading in its portfolio securities on such
days to materially affect the net asset value per share.
In valuing the Funds' assets for calculating net asset value, readily
marketable portfolio securities listed on a national securities exchange or
NASDAQ are valued at the last sale price on the business day as of which such
value is being determined. If there has been no sale on such exchange or on
NASDAQ on such day, the security is valued at the closing bid price on such day.
Readily marketable securities traded only in
16
<PAGE>
an over-the-counter market and not on NASDAQ are valued at the current or last
bid price. If no bid is quoted on such day, the security is valued by such
method as the Board of Trustees of the Trust shall determine in good faith to
reflect the security's fair value. All other assets of the Funds are valued in
such manner as the Board of Trustees in good faith deems appropriate to reflect
their fair value.
The net asset value per share of each Fund is calculated as follows:
all liabilities incurred or accrued are deducted from the valuation of total
assets, which includes accrued but undistributed income; the resulting net
assets are divided by the number of shares of the Fund outstanding at the time
of the valuation; and the result (adjusted to the nearest cent) is the net asset
value per share.
PERFORMANCE INFORMATION
From time to time, the Funds may state their total return in
advertisements and investor communications. Total return may be stated for any
relevant period as specified in the advertisement or communication. Any
statements of total return will be accompanied by information on the Funds'
average annual compounded rates of return over the most recent year and the
period from the Funds' inception of operations. The Funds may also advertise
aggregate and average total return information over different periods of time. A
Fund's average annual compounded rate of return is determined by reference to a
hypothetical $1,000 investment that includes capital appreciation and
depreciation for the stated periods, according to the following formula:
n
P(1+T) = ERV
Where: P = a hypothetical initial purchase order of $1,000
from which the maximum sales load is deducted
T = average annual total return n = number of years
17
<PAGE>
ERV = ending redeemable value of the hypothetical $1,000 purchase
at the end of the period
Aggregate total return is calculated in a similar manner, except
that the results are not annualized. Each calculation assumes that all dividends
and distributions are reinvested at net asset value on the reinvestment dates
during the period.
The Funds' total returns may be compared to relevant domestic and
foreign indices, including those published by Lipper Analytical Services, Inc.
From time to time, evaluations of the Funds' performance by independent sources
may also be used in advertisements and in information furnished to present or
prospective investors in the Funds.
Investors should note that the investment results of the Funds will
fluctuate over time, and any presentation of the Funds' total returns for any
period should not be considered as a representation of what an investment may
earn or what an investor's total return may be in any future period.
GENERAL INFORMATION
Investors in the Funds will be informed of the Funds' progress
through periodic reports. Financial statements certified by independent public
accountants will be submitted to shareholders at least annually.
State Street Bank & Trust Company acts as Custodian of the securities
and other assets of the Funds as well as the Funds' transfer and shareholder
service agent.
The Trust is registered with the SEC as a management investment
company. Such a registration does not involve supervision of the management or
policies of the Funds. The Prospectus of the Funds and this Statement of
Additional Information omit certain of the information contained in the
Registration Statement filed with the SEC. Copies of such information may be
obtained from the SEC upon payment of the prescribed fee.
18
<PAGE>
Rochdale Investment Trust
Statement of Assets and Liabilities
June 29, 1998
Foundation Opportunity
Fund Fund
ASSETS
Cash $50,000 $50,000
Deferred organization
expenses (Note 2) 37,500 37,500
Total Assets 87,500 87,500
LIABILITIES
Due to Advisor 37,500 37,500
NET ASSETS $50,000 $50,000
Shares of beneficial interest
outstanding, unlimited
amount authorized 2,000 2,000
Net asset value, offering and
redemption price per share $25.00 $25.00
At June 29, 1998 the components of
net assets were as follows:
Paid-in capital $50,000 $50,000
ROCHDALE INVESTMENT TRUST
NOTES TO STATEMENT OF ASSETS AND LIABILITIES
June 29, 1998
(1) ORGANIZATION
Rochdale Investment Trust (the "Trust"), is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as an open-end management
investment company and is authorized to issue shares of beneficial interests in
separate series. The Trust currently offers shares of beneficial interests in
two diversified series, the Rochdale Foundation Fund and the Rochdale
International Opportunity Fund.
The Trust was organized on March 10, 1998, and between that date and June
29,1998 the Trust had no operations other than those relating to organizational
matters and the registration of its shares under applicable securities laws.
(2) SIGNIFICANT ACCOUNTING POLICY
DEFERRED ORGANIZATION EXPENSES
All of the expenses incurred by the Trust in connection with the organization
and the registration of the shares were borne equally by each Portfolio and are
being amortized to expense on a straight-line basis over a period of five years.
Certain of the Trust's organization expenses were advanced by Rochdale
Investment Management, Inc. (the "Advisor") which the Trust will reimburse after
operations commence.
<PAGE>
ROCHDALE INVESTMENT TRUST
FORM N-1A
PART C
Item 24. Financial Statements and Exhibits.
(a) Statement of Assets and Liabilities
Notes to Financial Statements
(b) Exhibits:
(1) Agreement and Declaration of Trust--1
(2) By-Laws--1
(3) Voting Trust Agreement -- Not applicable
(4) Specimen Share Certificate
(5) Form of Investment Advisory Agreement--1
(6) Form of Distribution Agreement--1
(7) Benefit Plan -- Not applicable
(8) Custodian Agreement
(9) (1) Form of Administration Agreement--1
(2) Form of Transfer Agency and Service Agreement
(10) Consent and Opinion of Counsel as to legality of shares
(11) Consent of Accountants
(12) All Financial Statements omitted from Item 23 --Not
applicable
(13) Letter of Understanding relating to initial capital
(14) Model Retirement Plan Documents - Not applicable
(15) Form of Plan pursuant to Rule 12b-1
(16) Schedule for Computation of Performance Quotations--Not
Applicable
1-Filed with Registration Statement on Form N-1A on March 6, 1998, accession
number 0001057120-98-000003.
2 To be filed by Amendment
Item 25. Persons Controlled by or under Common Control with
Registrant.
As of the date of this Amendment to the Registration Statement, there
are no persons controlled or under common control with the Registrant.
Item 26. Number of Holders of Securities.
Number of Record
Holders as of
Title of Class June 29, 1998
Shares of Beneficial Interest, no par value: 3
Item 27. Indemnification
Article VII, Section 2 of the Trust's Declaration of Trust provides as follows:
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in connection with the successful defense
of any action, suit or proceeding) is asserted against the Registrant by such
director, officer or controlling person in connection with the shares being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser.
With respect to the Investment Adviser, the response to this item is
incorporated by reference to the Adviser's Form ADV as amended, File No.
801-27265.
Item 29. Principal Underwriters.
(a) The Advisor also acts as the Registrant's principal underwriter
and does not act in that capacity for other investment companies.
(b) The following information is furnished with respect to the officers
and directors of the Advisor and Underwriter. Each such person's principal
business address is 570 Lexington Avenue, New York, NY 10022.
<TABLE>
<CAPTION>
Position and Offices Position and
Name and Principal with Principal Offices with
Business Address Underwriter Registrant
<S> <C> <C>
Carl Acebes Chairman and Chief Investment Chairman and Trustee
Officer
Garrett R. D'Alessandro President and Chief Executive President, Secretary &
Officer Treasurer
Peter J. McGough Vice President None
Andrew Miranda Vice President & Controller None
</TABLE>
(c) Not applicable.
Item 30. Location of Accounts and Records.
The accounts, books, and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the rules promulgated thereunder are in the possession the Registrant's
custodian and transfer agent, except those records relating to portfolio
transactions and the basic organizational and Trust documents of the Registrant
(see Subsections (2) (iii). (4), (5), (6), (7), (9), (10) and (11) of Rule
31a-1(b)), which, with respect to portfolio transactions are kept by the Fund's
Advisor at its address set forth in the prospectus and statement of additional
information and with respect to trust documents by its administrator at 2020 E.
Financial Way, Ste. 100, Glendora, CA 91741.
Item 31. Management Services.
There are no management-related service contracts not discussed in
Parts A and B.
Item 32. Undertakings
The registrant undertakes to furnish to each person to whom a prospectus is
delivered a copy of the Fund's latest annual report to shareholders, upon
request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant has duly caused this amendment to
this Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of New York in the State of New York on
June 26, 1998.
ROCHDALE INVESTMENT TRUST
By: /s/Garrett R. D'Alessandro
Garrett R. D'Alessandro
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
/s/Carl Acebes Trustee June 26, 1998
Carl Acebes
/s/Benedict T. Marino Trustee June 26, 1998
Benedict T. Marino
Maxime C. Baretge Trustee June 26, 1998
*Maxime C. Baretge
/s/Garrett R. D'Alessandro Principal June 26, 1998
Garrett R. D'Alessandro Financial
Officer
/s/Garrett R. D'Alessandro
by Garrett R. D'Alessandro
*Pursuant to Powers of Attorney
dated June 24, 1998
ROCHDALE FOUNDATION FUND
a series of
ROCHDALE INVESTMENT TRUST
(A Delaware Business Trust)
SHARES OF BENEFICIAL INTEREST
ACCOUNT NO.
THIS CERTIFIES THAT CUSIP
is the owner of shares of beneficial interest in the ROCHDALE
FOUNDATION FUND (the "Fund") series of ROCHDALE INVESTMENT TRUST (the
"Trust"), fully paid and nonassessable, the said shares being issued
and held subject to the provisions of the Agreement and Declaration of
Trust of the Trust, and all amendments thereto. The said owner by
accepting this certificate agrees to and is bound by all of the said
provisions. The shares represented hereby are transferable in
writing by the owner thereof in person or by attorney upon
surrender of this certificate to the Fund properly endorsed for
transfer. This certificate is executed on behalf of the Trustees of
the Trust as Trustees and not individually and the obligations
hereof are not binding upon any of the Trustees, officers or
shareholders individually but are binding only upon the assets and
property of the ROCHDALE FOUNDATION FUND series of the Trust.
Dated,
SEAL
TREASURER PRESIDENT
<PAGE>
For value received, ______________________ hereby sell, assign and transfer unto
(Please print of typewrite name and address, including zip code, of assignee)
Shares of beneficial interest represented by the within Certificate, and do
hereby irrevocably constitute and appoint Attorney to transfer the said shares
on the books of ROCHDALE INVESTMENT TRUST with full power of substitution in the
premises.
Dated, _________________
Owner
Signature guaranteed by:
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
<PAGE>
ROCHDALE INTERNATIONAL OPPORTUNITY FUND
a series of
ROCHDALE INVESTMENT TRUST
(A Delaware Business Trust)
SHARES OF BENEFICIAL INTEREST
ACCOUNT NO.
THIS CERTIFIES THAT CUSIP
is the owner of shares of beneficial interest in the ROCHDALE
INTERNATIONAL OPPORTUNITY FUND (the "Fund") series of ROCHDALE
INVESTMENT TRUST (the "Trust"), fully paid and nonassessable, the
said shares being issued and held subject to the provisions of the
Agreement and Declaration of Trust of the Trust, and all amendments
thereto. The said owner by accepting this certificate agrees to and
is bound by all of the said provisions. The shares represented
hereby are transferable in writing by the owner thereof in person
or by attorney upon surrender of this certificate to the Fund
properly endorsed for transfer. This certificate is executed on
behalf of the Trustees of the Trust as Trustees and not individually
and the obligations hereof are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the
assets and property of the ROCHDALE INTERNATIONAL OPPORTUNITY FUND
series of the Trust.
Dated,
SEAL
TREASURER PRESIDENT
<PAGE>
For value received, ______________________ hereby sell, assign and transfer unto
(Please print of typewrite name and address, including zip code, of assignee)
Shares of beneficial interest represented by the within Certificate, and do
hereby irrevocably constitute and appoint Attorney to transfer the said shares
on the books of ROCHDALE INVESTMENT TRUST with full power of substitution in the
premises.
Dated, _________________
Owner
Signature guaranteed by:
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Custodian Agreement
This Agreement between ROCHDALE INVESTMENT TRUST a business trust
organized and existing under the laws of the State of New York with its
principal place of business at 570 Lexington Avenue, New York, New York
10022-6837 (the "Fund"), and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company with its principal place of business at 225 Franklin
Street, Boston, Massachusetts 02110 (the "Custodian"),
WITNESSETH:
WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Fund intends that this Agreement be applicable to two
series, ROCHDALE FOUNDATION FUND and ROCHDALE INTERNATIONAL OPPORTUNITY FUND
(such series together with all other series subsequently established by the Fund
and made subject to this Agreement in accordance with Section 18, be referred to
herein as the "Portfolio(s)");
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
SECTION 1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT
The Fund hereby employs the Custodian as the custodian of the assets of
the Portfolios of the Fund, including securities which the Fund, on behalf of
the applicable Portfolio desires to be held in places within the United States
("domestic securities") and securities it desires to be held outside the United
States ("foreign securities"). The Fund on behalf of the Portfolio(s) agrees to
deliver to the Custodian all securities and cash of the Portfolios, and all
payments of income, payments of principal or capital distributions received by
it with respect to all securities owned by the Portfolio(s) from time to time,
and the cash consideration received by it for such new or treasury shares of
beneficial interest of the Fund representing interests in the Portfolios
("Shares") as may be issued or sold from time to time. The Custodian shall not
be responsible for any property of a Portfolio held or received by the Portfolio
and not delivered to the Custodian.
Upon receipt of "Proper Instructions" (as such term is defined in
Section 6 hereof), the Custodian shall on behalf of the applicable Portfolio(s)
from time to time employ one or more sub-custodians located in the United
States, but only in accordance with an applicable vote by the Board of Trustees
of the Fund (the "Board") on behalf of the applicable Portfolio(s), and provided
that the Custodian shall have no more or less responsibility or liability to the
Fund on account of any actions or omissions of any sub-custodian so employed
than any such sub-custodian has to the Custodian. The Custodian may employ as
sub-custodian for the Fund's foreign securities on behalf
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<PAGE>
of the applicable Portfolio(s) the foreign banking institutions and foreign
securities depositories designated in Schedules A and B hereto but only in
accordance with the applicable provisions of Sections 3 and 4.
SECTION 2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND
HELD BY THE CUSTODIAN IN THE UNITED STATES
SECTION 2.1 HOLDING SECURITIES. The Custodian shall hold and physically
segregate for the account of each Portfolio all non-cash property, to be held by
it in the United States including all domestic securities owned by such
Portfolio, other than (a) securities which are maintained pursuant to Section
2.8 in a clearing agency which acts as a securities depository or in a
book-entry system authorized by the U.S. Department of the Treasury (each, a
"U.S. Securities System") and (b) commercial paper of an issuer for which State
Street Bank and Trust Company acts as issuing and paying agent ("Direct Paper")
which is deposited and/or maintained in the Direct Paper System of the Custodian
(the "Direct Paper System") pursuant to Section 2.9.
SECTION 2.2 DELIVERY OF SECURITIES. The Custodian shall release and
deliver domestic securities owned by a Portfolio held by the Custodian or in a
U.S. Securities System account of the Custodian or in the Custodian's Direct
Paper book entry system account ("Direct Paper System Account") only upon
receipt of Proper Instructions on behalf of the applicable Portfolio, which may
be continuing instructions when deemed appropriate by the parties, and only in
the following cases:
1) Upon sale of such securities for the account of the Portfolio
and receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the
Portfolio;
3) In the case of a sale effected through a U.S. Securities
System, in accordance with the provisions of Section 2.8
hereof;
4) To the depository agent in connection with tender or other
similar offers for securities of the Portfolio;
5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable;
provided that, in any such case, the cash or other
consideration is to be delivered to the Custodian;
6) To the issuer thereof, or its agent, for transfer into the
name of the Portfolio or into the name of any nominee or
nominees of the Custodian or into the name or nominee name of
any agent appointed pursuant to Section 2.7 or into the name
or nominee name of any sub-custodian appointed pursuant to
Section 1; or for exchange for a different number of bonds,
certificates or other evidence representing the same
2
<PAGE>
aggregate face amount or number of units; provided that, in
any such case, the new securities are to be delivered to the
Custodian;
7) Upon the sale of such securities for the account of the
Portfolio, to the broker or its clearing agent, against a
receipt, for examination in accordance with "street delivery"
custom; provided that in any such case, the Custodian shall
have no responsibility or liability for any loss arising from
the delivery of such securities prior to receiving payment for
such securities except as may arise from the Custodian's own
negligence or willful misconduct;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion contained
in such securities, or pursuant to any deposit agreement;
provided that, in any such case, the new securities and cash,
if any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities; provided that,
in any such case, the new securities and cash, if any, are to
be delivered to the Custodian;
10) For delivery in connection with any loans of securities made
by the Portfolio, but only against receipt of adequate
collateral as agreed upon from time to time by the Custodian
and the Fund on behalf of the Portfolio, which may be in the
form of cash or obligations issued by the United States
government, its agencies or instrumentalities, except that in
connection with any loans for which collateral is to be
credited to the Custodian's account in the book-entry system
authorized by the U.S. Department of the Treasury, the
Custodian will not be held liable or responsible for the
delivery of securities owned by the Portfolio prior to the
receipt of such collateral;
11) For delivery as security in connection with any borrowing by
the Fund on behalf of the Portfolio requiring a pledge of
assets by the Fund on behalf of the Portfolio, but only
against receipt of amounts borrowed;
12) For delivery in accordance with the provisions of any
agreement among the Fund on behalf of the Portfolio, the
Custodian and a broker-dealer registered under the Securities
Exchange Act of 1934 (the "Exchange Act") and a member of The
National Association of Securities Dealers, Inc. ("NASD"),
relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities
exchange, or of any similar organization or organizations,
regarding escrow or other arrangements in connection with
transactions by the Portfolio of the Fund;
3
<PAGE>
13) For delivery in accordance with the provisions of any
agreement among the Fund on behalf of the Portfolio, the
Custodian, and a Futures Commission Merchant registered under
the Commodity Exchange Act, relating to compliance with the
rules of the Commodity Futures Trading Commission and/or any
Contract Market, or any similar organization or organizations,
regarding account deposits in connection with transactions by
the Portfolio of the Fund;
14) Upon receipt of instructions from the transfer agent for the
Fund (the "Transfer Agent") for delivery to such Transfer
Agent or to the holders of Shares in connection with
distributions in kind, as may be described from time to time
in the currently effective prospectus and statement of
additional information of the Fund related to the Portfolio
(the "Prospectus"), in satisfaction of requests by holders of
Shares for repurchase or redemption; and
15) For any other proper purpose, but only upon receipt of Proper
Instructions from the Fund on behalf of the applicable
Portfolio specifying the securities of the Portfolio to be
delivered, setting forth the purpose for which such delivery
is to be made, declaring such purpose to be a proper trust
purpose, and naming the person or persons to whom delivery of
such securities shall be made.
SECTION 2.3 REGISTRATION OF SECURITIES. Domestic securities held by the
Custodian (other than bearer securities) shall be registered in the name of the
Portfolio or in the name of any nominee of the Fund on behalf of the Portfolio
or of any nominee of the Custodian which nominee shall be assigned exclusively
to the Portfolio, unless the Fund has authorized in writing the appointment of a
nominee to be used in common with other registered investment companies having
the same investment adviser as the Portfolio, or in the name or nominee name of
any agent appointed pursuant to Section 2.7 or in the name or nominee name of
any sub-custodian appointed pursuant to Section 1. All securities accepted by
the Custodian on behalf of the Portfolio under the terms of this Agreement shall
be in "street name" or other good delivery form. If, however, the Fund directs
the Custodian to maintain securities in "street name", the Custodian shall
utilize its best efforts only to timely collect income due the Fund on such
securities and to notify the Fund on a best efforts basis only of relevant
corporate actions including, without limitation, pendency of calls, maturities,
tender or exchange offers.
SECTION 2.4 BANK ACCOUNTS. The Custodian shall open and maintain a
separate bank account or accounts in the United States in the name of each
Portfolio of the Fund, subject only to draft or order by the Custodian acting
pursuant to the terms of this Agreement, and shall hold in such account or
accounts, subject to the provisions hereof, all cash received by it from or for
the account of the Portfolio, other than cash maintained by the Portfolio in a
bank account established and used in accordance with Rule 17f-3 under the
Investment Company Act of 1940, as amended (the "1940 Act"). Funds held by the
Custodian for a Portfolio may be deposited by it to its credit as Custodian in
the Banking Department of the Custodian or in such other banks or trust
companies as it may in its discretion deem necessary or desirable; provided,
however, that every such bank or trust company
4
<PAGE>
shall be qualified to act as a custodian under the 1940 Act and that each such
bank or trust company and the funds to be deposited with each such bank or trust
company shall on behalf of each applicable Portfolio be approved by vote of a
majority of the Board. Such funds shall be deposited by the Custodian in its
capacity as Custodian and shall be withdrawable by the Custodian only in that
capacity.
SECTION 2.5 COLLECTION OF INCOME. Subject to the provisions of Section
2.3, the Custodian shall collect on a timely basis all income and other payments
with respect to registered domestic securities held hereunder to which each
Portfolio shall be entitled either by law or pursuant to custom in the
securities business, and shall collect on a timely basis all income and other
payments with respect to bearer domestic securities if, on the date of payment
by the issuer, such securities are held by the Custodian or its agent thereof
and shall credit such income, as collected, to such Portfolio's custodian
account. Without limiting the generality of the foregoing, the Custodian shall
detach and present for payment all coupons and other income items requiring
presentation as and when they become due and shall collect interest when due on
securities held hereunder. Income due each Portfolio on securities loaned
pursuant to the provisions of Section 2.2 (10) shall be the responsibility of
the Fund. The Custodian will have no duty or responsibility in connection
therewith, other than to provide the Fund with such information or data as may
be necessary to assist the Fund in arranging for the timely delivery to the
Custodian of the income to which the Portfolio is properly entitled.
SECTION 2.6 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions
on behalf of the applicable Portfolio, which may be continuing instructions when
deemed appropriate by the parties, the Custodian shall pay out monies of a
Portfolio in the following cases only:
1) Upon the purchase of domestic securities, options, futures
contracts or options on futures contracts for the account of
the Portfolio but only (a) against the delivery of such
securities or evidence of title to such options, futures
contracts or options on futures contracts to the Custodian (or
any bank, banking firm or trust company doing business in the
United States or abroad which is qualified under the 1940 Act
to act as a custodian and has been designated by the Custodian
as its agent for this purpose) registered in the name of the
Portfolio or in the name of a nominee of the Custodian
referred to in Section 2.3 hereof or in proper form for
transfer; (b) in the case of a purchase effected through a
U.S. Securities System, in accordance with the conditions set
forth in Section 2.8 hereof; (c) in the case of a purchase
involving the Direct Paper System, in accordance with the
conditions set forth in Section 2.9; (d) in the case of
repurchase agreements entered into between the Fund on behalf
of the Portfolio and the Custodian, or another bank, or a
broker-dealer which is a member of NASD, (i) against delivery
of the securities either in certificate form or through an
entry crediting the Custodian's account at the Federal Reserve
Bank with such securities or (ii) against delivery of the
receipt evidencing purchase by the Portfolio of securities
owned by the Custodian along with written evidence of the
agreement by the
5
<PAGE>
Custodian to repurchase such securities from the Portfolio or
(e) for transfer to a time deposit account of the Fund in any
bank, whether domestic or foreign; such transfer may be
effected prior to receipt of a confirmation from a broker
and/or the applicable bank pursuant to Proper Instructions
from the Fund as defined herein;
2) In connection with conversion, exchange or surrender of
securities owned by the Portfolio as set forth in Section 2.2
hereof;
3) For the redemption or repurchase of Shares issued as set forth
in Section 5 hereof;
4) For the payment of any expense or liability
incurred by the Portfolio, including but not
limited to the following payments for the
account of the Portfolio: interest, taxes,
management, accounting, transfer agent and
legal fees, and operating expenses of the
Fund whether or not such expenses are to be
in whole or part capitalized or treated as
deferred expenses;
5) For the payment of any dividends on Shares declared pursuant
to the governing documents of the Fund;
6) For payment of the amount of dividends received in respect of
securities sold short;
7) For any other proper purpose, but only upon receipt of Proper
Instructions from the Fund on behalf of the Portfolio
specifying the amount of such payment, setting forth the
purpose for which such payment is to be made, declaring such
purpose to be a proper trust purpose, and naming the person or
persons to whom such payment is to be made.
SECTION 2.7 APPOINTMENT OF AGENTS. The Custodian may at any time or
times in its discretion appoint (and may at any time remove) any other bank or
trust company which is itself qualified under the 1940 Act to act as a
custodian, as its agent to carry out such of the provisions of this Section 2 as
the Custodian may from time to time direct; provided, however, that the
appointment of any agent shall not relieve the Custodian of its responsibilities
or liabilities hereunder.
SECTION 2.8 DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEMS. The
Custodian may deposit and/or maintain securities owned by a Portfolio in a
clearing agency registered with the United States Securities and Exchange
Commission (the "SEC") under Section 17A of the Exchange Act , which acts as a
securities depository, or in the book-entry system authorized by the U.S.
Department of the Treasury and certain federal agencies, collectively referred
to herein as "U.S. Securities System" in accordance with applicable Federal
Reserve Board and SEC rules and regulations, if any, and subject to the
following provisions:
1) The Custodian may keep securities of the Portfolio in a U.S.
Securities System provided that such securities are
represented in an account of the Custodian in the
6
<PAGE>
U.S. Securities System (the "U.S. Securities System Account")
which account shall not include any assets of the Custodian
other than assets held as a fiduciary, custodian or otherwise
for customers;
2) The records of the Custodian with respect to securities of the
Portfolio which are maintained in a U.S. Securities System
shall identify by book-entry those securities belonging to the
Portfolio;
3) The Custodian shall pay for securities purchased for the
account of the Portfolio upon (i) receipt of advice from the
U.S. Securities System that such securities have been
transferred to the U.S. Securities System Account, and (ii)
the making of an entry on the records of the Custodian to
reflect such payment and transfer for the account of the
Portfolio. The Custodian shall transfer securities sold for
the account of the Portfolio upon (i) receipt of advice from
the U.S. Securities System that payment for such securities
has been transferred to the U.S. Securities System Account,
and (ii) the making of an entry on the records of the
Custodian to reflect such transfer and payment for the account
of the Portfolio. Copies of all advices from the U.S.
Securities System of transfers of securities for the account
of the Portfolio shall identify the Portfolio, be maintained
for the Portfolio by the Custodian and be provided to the Fund
at its request. Upon request, the Custodian shall furnish the
Fund on behalf of the Portfolio confirmation of each transfer
to or from the account of the Portfolio in the form of a
written advice or notice and shall furnish to the Fund on
behalf of the Portfolio copies of daily transaction sheets
reflecting each day's transactions in the U.S. Securities
System for the account of the Portfolio;
4) The Custodian shall provide the Fund with any report obtained
by the Custodian on the U.S. Securities System's accounting
system, internal accounting control and procedures for
safeguarding securities deposited in the U.S. Securities
System;
5) The Custodian shall have received from the Fund on behalf of
the Portfolio the initial or annual certificate, as the case
may be, required by Section 15 hereof;
6) Anything to the contrary in this Agreement notwithstanding,
the Custodian shall be liable to the Fund for the benefit of
the Portfolio for any loss or damage to the Portfolio
resulting from use of the U.S. Securities System by reason of
any negligence, misfeasance or misconduct of the Custodian or
any of its agents or of any of its or their employees or from
failure of the Custodian or any such agent to enforce
effectively such rights as it may have against the U.S.
Securities System; at the election of the Fund, it shall be
entitled to be subrogated to the rights of the Custodian with
respect to any claim against the U.S. Securities System or any
other person which the Custodian may have as a consequence of
any such loss or damage if and to the extent that the
Portfolio has not been made whole for any such loss or damage.
7
<PAGE>
SECTION 2.9 FUND ASSETS HELD IN THE CUSTODIAN'S DIRECT PAPER SYSTEM.
The Custodian may deposit and/or maintain securities owned by a Portfolio in the
Direct Paper System of the Custodian subject to the following provisions:
1) No transaction relating to securities in the Direct Paper
System will be effected in the absence of Proper Instructions
from the Fund on behalf of the Portfolio;
2) The Custodian may keep securities of the Portfolio in the
Direct Paper System only if such securities are represented in
the Direct Paper System Account, which account shall not
include any assets of the Custodian other than assets held as
a fiduciary, custodian or otherwise for customers;
3) The records of the Custodian with respect to securities of the
Portfolio which are maintained in the Direct Paper System
shall identify by book-entry those securities belonging to the
Portfolio;
4) The Custodian shall pay for securities purchased for the
account of the Portfolio upon the making of an entry on the
records of the Custodian to reflect such payment and transfer
of securities to the account of the Portfolio. The Custodian
shall transfer securities sold for the account of the
Portfolio upon the making of an entry on the records of the
Custodian to reflect such transfer and receipt of payment for
the account of the Portfolio;
5) The Custodian shall furnish the Fund on behalf of the
Portfolio confirmation of each transfer to or from the account
of the Portfolio, in the form of a written advice or notice,
of Direct Paper on the next business day following such
transfer and shall furnish to the Fund on behalf of the
Portfolio copies of daily transaction sheets reflecting each
day's transaction in the Direct Paper System for the account
of the Portfolio;
6) The Custodian shall provide the Fund on behalf of the
Portfolio with any report on its system of internal accounting
control as the Fund may reasonably request from time to time.
SECTION 2.10 SEGREGATED ACCOUNT. The Custodian shall upon receipt of
Proper Instructions on behalf of each applicable Portfolio establish and
maintain a segregated account or accounts for and on behalf of each such
Portfolio, into which account or accounts may be transferred cash and/or
securities, including securities maintained in an account by the Custodian
pursuant to Section 2.8 hereof, (i) in accordance with the provisions of any
agreement among the Fund on behalf of the Portfolio, the Custodian and a
broker-dealer registered under the Exchange Act and a member of the NASD (or any
futures commission merchant registered under the Commodity Exchange Act),
relating to compliance with the rules of The Options Clearing Corporation and of
any registered national securities exchange (or the Commodity Futures Trading
Commission or any registered
8
<PAGE>
contract market), or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the Portfolio,
(ii) for purposes of segregating cash or government securities in connection
with options purchased, sold or written by the Portfolio or commodity futures
contracts or options thereon purchased or sold by the Portfolio, (iii) for the
purposes of compliance by the Portfolio with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or releases
of the SEC relating to the maintenance of segregated accounts by registered
investment companies and (iv) for other proper trust purposes, but only, in the
case of clause (iv), upon receipt of Proper Instructions from the Fund on behalf
of the applicable Portfolio setting forth the purpose or purposes of such
segregated account and declaring such purpose(s) to be a proper trust purpose.
SECTION 2.11 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian
shall execute ownership and other certificates and affidavits for all federal
and state tax purposes in connection with receipt of income or other payments
with respect to domestic securities of each Portfolio held by it and in
connection with transfers of securities.
SECTION 2.12 PROXIES. The Custodian shall, with respect to the domestic
securities held hereunder, cause to be promptly executed by the registered
holder of such securities, if the securities are registered otherwise than in
the name of the Portfolio or a nominee of the Portfolio, all proxies, without
indication of the manner in which such proxies are to be voted, and shall
promptly deliver to the Portfolio such proxies, all proxy soliciting materials
and all notices relating to such securities.
SECTION 2.13 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. Subject
to the provisions of Section 2.3, the Custodian shall transmit promptly to the
Fund for each Portfolio all written information (including, without limitation,
pendency of calls and maturities of domestic securities and expirations of
rights in connection therewith and notices of exercise of call and put options
written by the Fund on behalf of the Portfolio and the maturity of futures
contracts purchased or sold by the Portfolio) received by the Custodian from
issuers of the securities being held for the Portfolio. With respect to tender
or exchange offers, the Custodian shall transmit promptly to the Portfolio all
written information received by the Custodian from issuers of the securities
whose tender or exchange is sought and from the party (or his agents) making the
tender or exchange offer. If the Portfolio desires to take action with respect
to any tender offer, exchange offer or any other similar transaction, the
Portfolio shall notify the Custodian at least three business days prior to the
date on which the Custodian is to take such action.
SECTION 3. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER OF THE PORTFOLIOS
SECTION 3.1 DEFINITIONS. The following capitalized terms shall
have the indicated meanings:
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"Country Risk" means all factors reasonably related to the systemic risk of
holding Foreign Assets in a particular country including, but not limited to,
such country's political environment; economic and financial infrastructure
(including any Mandatory Securities Depositories operating in the country);
prevailing or developing custody and settlement practices; and laws and
regulations applicable to the safekeeping and recovery of Foreign Assets held in
custody in that country.
"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of Rule
17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as
defined in Rule 17f-5), a bank holding company meeting the requirements of an
Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate
action of the U.S. Securities and Exchange Commission (the "SEC")), or a foreign
branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the
requirements of a custodian under Section 17(f) of the 1940 Act, except that the
term does not include Mandatory Securities Depositories.
"Foreign Assets" means any of the Portfolios' investments (including foreign
currencies) for which the primary market is outside the United States and such
cash and cash equivalents as are reasonably necessary to effect the Portfolios'
transactions in such investments.
"Foreign Custody Manager" has the meaning set forth in section (a)(2) of Rule
17f-5.
"Mandatory Securities Depository" means a foreign securities depository or
clearing agency that, either as a legal or practical matter, must be used if the
Fund, on the Portfolios' behalf, determines to place Foreign Assets in a country
outside the United States (i) because required by law or regulation; (ii)
because securities cannot be withdrawn from such foreign securities depository
or clearing agency; or (iii) because maintaining or effecting trades in
securities outside the foreign securities depository or clearing agency is not
consistent with prevailing or developing custodial or market practices.
SECTION 3.2 DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. The
Fund, by resolution adopted by the Board, hereby delegates to the Custodian with
respect to the Portfolios, subject to Section (b) of Rule 17f-5, the
responsibilities set forth in this Section 3 with respect to Foreign Assets of
the Portfolios held outside the United States, and the Custodian hereby accepts
such delegation, as Foreign Custody Manager with respect to the Portfolios.
SECTION 3.3 COUNTRIES COVERED. The Foreign Custody Manager shall be
responsible for performing the delegated responsibilities defined below only
with respect to the countries and custody arrangements for each such country
listed on Schedule A to this Agreement, which list of countries may be amended
from time to time by the Fund with the Agreement of the Foreign Custody Manager.
The Foreign Custody Manager shall list on Schedule A the Eligible Foreign
Custodians selected by the Foreign Custody Manager to maintain the assets of the
Portfolios, which list of Eligible Foreign Custodians may be amended from time
to time in the sole discretion of the Foreign Custody Manager. Mandatory
Securities Depositories are listed on
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Schedule B to this Contract, which Schedule B may be amended from time to time
by the Foreign Custody Manager. The Foreign Custody Manager will provide amended
versions of Schedules A and B in accordance with Section 3.7 hereof.
Upon the receipt by the Foreign Custody Manager of Proper Instructions
to open an account or to place or maintain Foreign Assets in a country listed on
Schedule A, and the fulfillment by the Fund on behalf of the Portfolios of the
applicable account opening requirements for such country, the Foreign Custody
Manager shall be deemed to have been delegated by the Board on behalf of the
Portfolios responsibility as Foreign Custody Manager with respect to that
country and to have accepted such delegation. Following the receipt of Proper
Instructions directing the Foreign Custody Manager to close the account of a
Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody
Manager in a designated country, the delegation by the Board on behalf of the
Portfolios to the Custodian as Foreign Custody Manager for that country shall be
deemed to have been withdrawn and the Custodian shall immediately cease to be
the Foreign Custody Manager of the Portfolios with respect to that country.
The Foreign Custody Manager may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon written notice to the
Fund. Thirty days (or such longer period as to which the parties agree in
writing) after receipt of any such notice by the Fund, the Custodian shall have
no further responsibility as Foreign Custody Manager to the Fund with respect to
the country as to which the Custodian's acceptance of delegation is withdrawn.
SECTION 3.4 SCOPE OF DELEGATED RESPONSIBILITIES.
3.4.1. Selection of Eligible Foreign Custodians. Subject to the
provisions of this Section 3, the Portfolios' Foreign Custody Manager may place
and maintain the Foreign Assets in the care of the Eligible Foreign Custodian
selected by the Foreign Custody Manager in each country listed on Schedule A, as
amended from time to time. In performing its delegated responsibilities as
Foreign Custody Manager to place or maintain Foreign Assets with an Eligible
Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign
Assets will be subject to reasonable care, based on the standards applicable to
custodians in the country in which the Foreign Assets will be held by that
Eligible Foreign Custodian, after considering all factors relevant to the
safekeeping of such assets, including, without limitation the factors specified
in Rule 17f-5(c)(1).
3.4.2. Contracts With Eligible Foreign Custodians. The Foreign Custody
Manager shall determine that the contract (or the rules or established practices
or procedures in the case of an Eligible Foreign Custodian that is a foreign
securities depository or clearing agency) governing the foreign custody
arrangements with each Eligible Foreign Custodian selected by the Foreign
Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).
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3.4.3. Monitoring. In each case in which the Foreign Custody Manager
maintains Foreign Assets with an Eligible Foreign Custodian selected by the
Foreign Custody Manager, the Foreign Custody Manager shall establish a system to
monitor (i) the appropriateness of maintaining the Foreign Assets with such
Eligible Foreign Custodian and (ii) the contract governing the custody
arrangements established by the Foreign Custody Manager with the Eligible
Foreign Custodian (or the rules or established practices and procedures in the
case of an Eligible Foreign Custodian selected by the Foreign Custody Manager
which is a foreign securities depository or clearing agency that is not a
Mandatory Securities Depository). In the event the Foreign Custody Manager
determines that the custody arrangements with an Eligible Foreign Custodian it
has selected are no longer appropriate, the Foreign Custody Manager shall notify
the Board in accordance with Section 3.7 hereunder.
SECTION 3.5 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For
purposes of this Section 3, the Board shall be deemed to have considered and
determined to accept such Country Risk as is incurred by placing and maintaining
the Foreign Assets in each country for which the Custodian is serving as Foreign
Custody Manager of the Portfolios. The Fund, on behalf of the Portfolios, and
the Board shall be deemed to be monitoring on a continuing basis such Country
Risk to the extent that the Board considers necessary or appropriate. The Fund
and the Custodian each expressly acknowledge that the Foreign Custody Manager
shall not be delegated any responsibilities under this Section 3 with respect to
Mandatory Securities Depositories.
SECTION 3.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF THE
PORTFOLIOS. In performing the responsibilities delegated to it, the Foreign
Custody Manager agrees to exercise reasonable care, prudence and diligence such
as a person having responsibility for the safekeeping of assets of management
investment companies registered under the 1940 Act would exercise.
SECTION 3.7 REPORTING REQUIREMENTS. The Foreign Custody Manager shall
report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian
and the placement of such Foreign Assets with another Eligible Foreign Custodian
by providing to the Board amended Schedules A or B at the end of the calendar
quarter in which an amendment to either Schedule has occurred. The Foreign
Custody Manager shall make written reports notifying the Board of any other
material change in the foreign custody arrangements of the Portfolios described
in this Section 3 after the occurrence of the material change.
SECTION 3.8 REPRESENTATIONS WITH RESPECT TO RULE 17f-5. The Foreign
Custody Manager represents to the Fund that it is a U.S. Bank as defined in
section (a)(7) of Rule 17f-5. The Fund represents to the Custodian that the
Board has determined that it is reasonable for the Board to rely on the
Custodian to perform the responsibilities delegated pursuant to this Agreement
to the Custodian as the Foreign Custody Manager of the Portfolios.
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SECTION 3.9 EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN
CUSTODY MANAGER. The Board's delegation to the Custodian as Foreign Custody
Manager of the Portfolios shall be effective as of the date of execution of this
Agreement and shall remain in effect until terminated at any time, without
penalty, by written notice from the terminating party to the non-terminating
party. Termination will become effective thirty (30) days after receipt by the
non-terminating party of such notice. The provisions of Section 3.3 hereof shall
govern the delegation to and termination of the Custodian as Foreign Custody
Manager of the Portfolios with respect to designated countries.
SECTION 4. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE
PORTFOLIOS HELD OUTSIDE OF THE UNITED STATES
SECTION 4.1 DEFINITIONS. Capitalized terms in this Section 4
shall have the following ----------- meanings:
"Foreign Securities System" means either a clearing agency or a securities
depository listed on Schedule A hereto or a Mandatory Securities Depository
listed on Schedule B hereto.
"Foreign Sub-Custodian" means a foreign banking institution serving as an
Eligible Foreign Custodian.
SECTION 4.2 HOLDING SECURITIES. The Custodian shall identify on its
books as belonging to the Portfolios the foreign securities held by each Foreign
Sub-Custodian or Foreign Securities System. The Custodian may hold foreign
securities for all of its customers, including the Portfolios, with any Foreign
Sub-Custodian in an account that is identified as belonging to the Custodian for
the benefit of its customers, provided however, that (i) the records of the
Custodian with respect to foreign securities of the Portfolios which are
maintained in such account shall identify those securities as belonging to the
Portfolios and (ii), to the extent permitted and customary in the market in
which the account is maintained, the Custodian shall require that securities so
held by the Foreign Sub-Custodian be held separately from any assets of such
Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.
SECTION 4.3 FOREIGN SECURITIES SYSTEMS. Foreign securities shall be
maintained in a Foreign Securities System in a designated country only through
arrangements implemented by the Foreign Sub-Custodian in such country pursuant
to the terms of this Agreement.
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SECTION 4.4 TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.
4.4.1. Delivery of Foreign Securities. The Custodian or a Foreign
Sub-Custodian shall release and deliver foreign securities of the Portfolios
held by such Foreign Sub-Custodian, or in a Foreign Securities System account,
only upon receipt of Proper Instructions, which may be continuing instructions
when deemed appropriate by the parties, and only in the following cases:
(i) upon the sale of such foreign securities for the Portfolios in
accordance with commercially reasonable market practice in the
country where such foreign securities are held or traded,
including, without limitation: (A) delivery against
expectation of receiving later payment; or (B) in the case of
a sale effected through a Foreign Securities System in
accordance with the rules governing the operation of the
Foreign Securities System;
(ii) in connection with any repurchase agreement related to foreign
securities;
(iii) to the depository agent in connection with tender or other
similar offers for foreign securities of the Portfolios;
(iv) to the issuer thereof or its agent when such foreign
securities are called, redeemed, retired or otherwise become
payable;
(v) to the issuer thereof, or its agent, for transfer into the
name of the Custodian (or the name of the respective Foreign
Sub-Custodian or of any nominee of the Custodian or such
Foreign Sub-Custodian) or for exchange for a different number
of bonds, certificates or other evidence representing the same
aggregate face amount or number of units;
(vi) to brokers, clearing banks or other clearing agents for
examination or trade execution in accordance with market
custom; provided that in any such case the Foreign
Sub-Custodian shall have no responsibility or liability for
any loss arising from the delivery of such securities prior to
receiving payment for such securities except as may arise from
the Foreign Sub-Custodian's own negligence or willful
misconduct;
(vii) for exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion contained
in such securities, or pursuant to any deposit agreement;
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(viii) in the case of warrants, rights or similar foreign securities,
the surrender thereof in the exercise of such warrants, rights
or similar securities or the surrender of interim receipts or
temporary securities for definitive securities;
(ix) for delivery as security in connection with any borrowing by
the Portfolios requiring a pledge of assets by the Portfolios;
(x) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(xi) in connection with the lending of foreign securities; and
(xii) for any other proper purpose, but only upon receipt of Proper
Instructions setting forth the purpose for which such delivery
is to be made, declaring such purpose to be a proper trust
purpose, and naming the person or persons to whom delivery of
such securities shall be made.
4.4.2. Payment of Portfolio Monies. Upon receipt of Proper
Instructions, which may be continuing instructions when deemed appropriate by
the parties, the Custodian shall pay out, or direct the respective Foreign
Sub-Custodian or the respective Foreign Securities System to pay out, monies of
a Portfolio in the following cases only:
(i) upon the purchase of foreign securities for the Portfolio,
unless otherwise directed by Proper Instructions, by (A)
delivering money to the seller thereof or to a dealer therefor
(or an agent for such seller or dealer) against expectation of
receiving later delivery of such foreign securities; or (B) in
the case of a purchase effected through a Foreign Securities
System, in accordance with the rules governing the operation
of such Foreign Securities System;
(ii) in connection with the conversion, exchange or surrender of
foreign securities of the Portfolio;
(iii) for the payment of any expense or liability of the Portfolio,
including but not limited to the following payments: interest,
taxes, investment advisory fees, transfer agency fees, fees
under this Agreement, legal fees, accounting fees, and other
operating expenses;
(iv) for the purchase or sale of foreign exchange or foreign
exchange contracts for the Portfolio, including transactions
executed with or through the Custodian or its Foreign
Sub-Custodians;
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(v) in connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(vii) in connection with the borrowing or lending of foreign
securities; and
(viii) for any other proper purpose, but only upon receipt of Proper
Instructions specifying the amount of such payment, setting
forth the purpose for which such payment is to be made,
declaring such purpose to be a proper trust purpose, and
naming the person or persons to whom such payment is to be
made.
4.4.3. Market Conditions. Notwithstanding any provision of this
Agreement to the contrary, settlement and payment for Foreign Assets received
for the account of the Portfolios and delivery of Foreign Assets maintained for
the account of the Portfolios may be effected in accordance with the customary
established securities trading or processing practices and procedures in the
country or market in which the transaction occurs, including, without
limitation, delivering Foreign Assets to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) with the expectation of
receiving later payment for such Foreign Assets from such purchaser or dealer.
The Custodian shall provide to the Board the information with respect
to custody and settlement practices in countries in which the Custodian employs
a Foreign Sub-Custodian, including without limitation information relating to
Foreign Securities Systems, described on Schedule C hereto at the time or times
set forth on such Schedule. The Custodian may revise Schedule C from time to
time, provided that no such revision shall result in the Board being provided
with substantively less information than had been previously provided hereunder.
SECTION 4.5 REGISTRATION OF FOREIGN SECURITIES. The foreign securities
maintained in the custody of a Foreign Sub-Custodian (other than bearer
securities) shall be registered in the name of the applicable Portfolio or in
the name of the Custodian or in the name of any Foreign Sub-Custodian or in the
name of any nominee of the foregoing, and the Fund on behalf of such Portfolio
agrees to hold any such nominee harmless from any liability as a holder of
record of such foreign securities. The Custodian or a Foreign Sub-Custodian
shall not be obligated to accept securities on behalf of a Portfolio under the
terms of this Agreement unless the form of such securities and the manner in
which they are delivered are in accordance with reasonable market practice.
SECTION 4.6 BANK ACCOUNTS. The Custodian shall identify on its books as
belonging to the Fund cash (including cash denominated in foreign currencies)
deposited with the Custodian. Where the Custodian is unable to maintain, or
market practice does not facilitate the maintenance of, cash on the books of the
Custodian, a bank account or bank accounts opened and maintained outside the
United States on behalf of a Portfolio with a Foreign Sub-Custodian shall be
subject only to draft or order by the Custodian or such Foreign Sub-Custodian,
acting
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pursuant to the terms of this Agreement to hold cash received by or from or for
the account of the Portfolio.
SECTION 4.7 COLLECTION OF INCOME. The Custodian shall use reasonable
commercial efforts to collect all income and other payments with respect to the
Foreign Assets held hereunder to which the Portfolios shall be entitled and
shall credit such income, as collected, to the applicable Portfolio. In the
event that extraordinary measures are required to collect such income, the Fund
and the Custodian shall consult as to such measures and as to the compensation
and expenses of the Custodian relating to such measures.
SECTION 4.8 SHAREHOLDER RIGHTS. With respect to the foreign securities
held pursuant to this Agreement, the Custodian will use reasonable commercial
efforts to facilitate the exercise of voting and other shareholder rights,
subject always to the laws, regulations and practical constraints that may exist
in the country where such securities are issued. The Fund acknowledges that
local conditions, including lack of regulation, onerous procedural obligations,
lack of notice and other factors may have the effect of severely limiting the
ability of the Fund to exercise shareholder rights.
SECTION 4.9 COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The
Custodian shall transmit promptly to the Fund written information (including,
without limitation, pendency of calls and maturities of foreign securities and
expirations of rights in connection therewith) received by the Custodian via the
Foreign Sub-Custodians from issuers of the foreign securities being held for the
account of the Portfolios. With respect to tender or exchange offers, the
Custodian shall transmit promptly to the Fund written information so received by
the Custodian from issuers of the foreign securities whose tender or exchange is
sought or from the party (or its agents) making the tender or exchange offer.
The Custodian shall not be liable for any untimely exercise of any tender,
exchange or other right or power in connection with foreign securities or other
property of the Portfolios at any time held by it unless (i) the Custodian or
the respective Foreign Sub-Custodian is in actual possession of such foreign
securities or property and (ii) the Custodian receives Proper Instructions with
regard to the exercise of any such right or power, and both (i) and (ii) occur
at least three business days prior to the date on which the Custodian is to take
action to exercise such right or power
SECTION 4.10 LIABILITY OF FOREIGN SUB-CUSTODIANS AND FOREIGN SECURITIES
SYSTEMS. Each agreement pursuant to which the Custodian employs as a Foreign
Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian
to exercise reasonable care in the performance of its duties and, to the extent
possible, to indemnify, and hold harmless, the Custodian from and against any
loss, damage, cost, expense, liability or claim arising out of or in connection
with the Foreign Sub-Custodian's performance of such obligations. At the Fund's
election, the Portfolios shall be entitled to be subrogated to the rights of the
Custodian with respect to any claims against a Foreign Sub-Custodian as a
consequence of any such loss,
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damage, cost, expense, liability or claim if and to the extent that the
Portfolios have not been made whole for any such loss, damage, cost, expense,
liability or claim.
SECTION 4.11 TAX LAW. The Custodian shall have no responsibility or
liability for any obligations now or hereafter imposed on the Fund, the
Portfolios or the Custodian as custodian of the Portfolios by the tax law of the
United States or of any state or political subdivision thereof. It shall be the
responsibility of the Fund to notify the Custodian of the obligations imposed on
the Fund with respect to the Portfolios or the Custodian as custodian of the
Portfolios by the tax law of countries other than those mentioned in the above
sentence, including responsibility for withholding and other taxes, assessments
or other governmental charges, certifications and governmental reporting. The
sole responsibility of the Custodian with regard to such tax law shall be to use
reasonable efforts to assist the Fund with respect to any claim for exemption or
refund under the tax law of countries for which the Fund has provided such
information.
SECTION 4.12 CONFLICT. If the Custodian is delegated the
responsibilities of Foreign Custody Manager pursuant to the terms of Section 3
hereof, in the event of any conflict between the provisions of Sections 3 and 4
hereof, the provisions of Section 3 shall prevail.
SECTION 5. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES
The Custodian shall receive from the distributor for the Shares or from
the Transfer Agent and deposit into the account of the appropriate Portfolio
such payments as are received for Shares thereof issued or sold from time to
time by the Fund. The Custodian will provide timely notification to the Fund on
behalf of each such Portfolio and the Transfer Agent of any receipt by it of
payments for Shares of such Portfolio.
From such funds as may be available for the purpose, the Custodian
shall, upon receipt of instructions from the Transfer Agent, make funds
available for payment to holders of Shares who have delivered to the Transfer
Agent a request for redemption or repurchase of their Shares. In connection with
the redemption or repurchase of Shares, the Custodian is authorized upon receipt
of instructions from the Transfer Agent to wire funds to or through a commercial
bank designated by the redeeming shareholders. In connection with the redemption
or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian
by a holder of Shares, which checks have been furnished by the Fund to the
holder of Shares, when presented to the Custodian in accordance with such
procedures and controls as are mutually agreed upon from time to time between
the Fund and the Custodian.
SECTION 6. PROPER INSTRUCTIONS
Proper Instructions as used throughout this Agreement means a writing
signed or initialed by one or more person or persons as the Board shall have
from time to time authorized. Each such
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writing shall set forth the specific transaction or type of transaction
involved, including a specific statement of the purpose for which such action is
requested. Oral instructions will be considered Proper Instructions if the
Custodian reasonably believes them to have been given by a person authorized to
give such instructions with respect to the transaction involved. The Fund shall
cause all oral instructions to be confirmed in writing. For purposes of this
Section, Proper Instructions shall include instructions received by the
Custodian pursuant to any three - party agreement which requires a segregated
asset account in accordance with Section 2.10.
SECTION 7. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY
The Custodian may in its discretion, without express authority from the
Fund on behalf of each applicable Portfolio:
1) make payments to itself or others for minor expenses of
handling securities or other similar items relating to its
duties under this Agreement, provided that all such payments
shall be accounted for to the Fund on behalf of the Portfolio;
2) surrender securities in temporary form for securities in
definitive form;
3) endorse for collection, in the name of the Portfolio, checks,
drafts and other negotiable instruments; and
4) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase,
transfer and other dealings with the securities and property
of the Portfolio except as otherwise directed by the Board.
SECTION 8. EVIDENCE OF AUTHORITY
The Custodian shall be protected in acting upon any instructions,
notice, request, consent, certificate or other instrument or paper believed by
it to be genuine and to have been properly executed by or on behalf of the Fund.
The Custodian may receive and accept a copy of a certified resolution of the
Board as conclusive evidence (a) of the authority of any person to act in
accordance with such resolution or (b) of any determination or of any action by
the Board as described in such resolution, and such resolution may be considered
as in full force and effect until receipt by the Custodian of written notice to
the contrary.
SECTION 9. DUTIES OF CUSTODIAN WITH RESPECT TO THE
BOOKS OF ACCOUNT AND CALCULATION OF NET ASSET VALUE AND NET
INCOME
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The Custodian shall cooperate with and supply necessary information to
the entity or entities appointed by the Board to keep the books of account of
each Portfolio and/or compute the net asset value per Share of the outstanding
Shares or, if directed in writing to do so by the Fund on behalf of the
Portfolio, shall itself keep such books of account and/or compute such net asset
value per Share. If so directed, the Custodian shall also calculate daily the
net income of the Portfolio as described in the Prospectus and shall advise the
Fund and the Transfer Agent daily of the total amounts of such net income and,
if instructed in writing by an officer of the Fund to do so, shall advise the
Transfer Agent periodically of the division of such net income among its various
components. The calculations of the net asset value per Share and the daily
income of each Portfolio shall be made at the time or times described from time
to time in the Prospectus.
SECTION 10. RECORDS
The Custodian shall with respect to each Portfolio create and maintain
all records relating to its activities and obligations under this Agreement in
such manner as will meet the obligations of the Fund under the 1940 Act, with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder.
All such records shall be the property of the Fund and shall at all times during
the regular business hours of the Custodian be open for inspection by duly
authorized officers, employees or agents of the Fund and employees and agents of
the SEC. The Custodian shall, at the Fund's request, supply the Fund with a
tabulation of securities owned by each Portfolio and held by the Custodian and
shall, when requested to do so by the Fund and for such compensation as shall be
agreed upon between the Fund and the Custodian, include certificate numbers in
such tabulations.
SECTION 11. OPINION OF FUND'S INDEPENDENT ACCOUNTANT
The Custodian shall take all reasonable action, as the Fund on behalf
of each applicable Portfolio may from time to time request, to obtain from year
to year favorable opinions from the Fund's independent accountants with respect
to its activities hereunder in connection with the preparation of the Fund's
Form N-1A, and Form N-SAR or other annual reports to the SEC and with respect to
any other requirements thereof.
SECTION 12. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS
The Custodian shall provide the Fund, on behalf of each of the
Portfolios at such times as the Fund may reasonably require, with reports by
independent public accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, futures contracts and
options on futures contracts, including securities deposited and/or maintained
in a U.S. Securities System or a Foreign Securities System, relating to the
services provided by the Custodian under this Agreement; such reports, shall be
of sufficient scope and in sufficient detail, as may reasonably be
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required by the Fund to provide reasonable assurance that any material
inadequacies would be disclosed by such examination, and, if there are no such
inadequacies, the reports shall so state.
SECTION 13. COMPENSATION OF CUSTODIAN
The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time between the
Fund on behalf of each applicable Portfolio and the Custodian.
SECTION 14. RESPONSIBILITY OF CUSTODIAN
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Agreement and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or parties,
including any futures commission merchant acting pursuant to the terms of a
three-party futures or options agreement. The Custodian shall be held to the
exercise of reasonable care in carrying out the provisions of this Agreement,
but shall be kept indemnified by and shall be without liability to the Fund for
any action taken or omitted by it in good faith without negligence. It shall be
entitled to rely on and may act upon advice of counsel (who may be counsel for
the Fund) on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice. The Custodian shall be
without liability to the Fund and the Portfolios for any loss, liability, claim
or expense resulting from or caused by anything which is (A) part of Country
Risk (as defined in Section 3 hereof), including without limitation
nationalization, expropriation, currency restrictions, or acts of war,
revolution, riots or terrorism, or (B) part of the "prevailing country risk" of
the Portfolios, as such term is used in SEC Release Nos. IC-22658; IS-1080 (May
12, 1997) or as such term or other similar terms are now or in the future
interpreted by the SEC or by the staff of the Division of Investment Management
thereof.
Except as may arise from the Custodian's own negligence or willful
misconduct or the negligence or willful misconduct of a sub-custodian or agent,
the Custodian shall be without liability to the Fund for any loss, liability,
claim or expense resulting from or caused by; (i) events or circumstances beyond
the reasonable control of the Custodian or any sub-custodian or Securities
System or any agent or nominee of any of the foregoing, including, without
limitation, the interruption, suspension or restriction of trading on or the
closure of any securities market, power or other mechanical or technological
failures or interruptions, computer viruses or communications disruptions, work
stoppages, natural disasters, or other similar events or acts; (ii) errors by
the Fund or the Investment Advisor in their instructions to the Custodian
provided such instructions have been in accordance with this Agreement; (iii)
the insolvency of or acts or omissions by a Securities System; (iv) any delay or
failure of any broker, agent or intermediary, central bank or other commercially
21
<PAGE>
prevalent payment or clearing system to deliver to the Custodian's sub-custodian
or agent securities purchased or in the remittance or payment made in connection
with securities sold; (v) any delay or failure of any company, corporation, or
other body in charge of registering or transferring securities in the name of
the Custodian, the Fund, the Custodian's sub-custodians, nominees or agents or
any consequential losses arising out of such delay or failure to transfer such
securities including non-receipt of bonus, dividends and rights and other
accretions or benefits; (vi) delays or inability to perform its duties due to
any disorder in market infrastructure with respect to any particular security or
Securities System; and (vii) any provision of any present or future law or
regulation or order of the United States of America, or any state thereof, or
any other country, or political subdivision thereof or of any court of competent
jurisdiction.
The Custodian shall be liable for the acts or omissions of a Foreign
Sub-Custodian (as defined in Section 4 hereof) to the same extent as set forth
with respect to sub-custodians generally in this Agreement.
If the Fund on behalf of a Portfolio requires the Custodian to take any
action with respect to securities, which action involves the payment of money or
which action may, in the opinion of the Custodian, result in the Custodian or
its nominee assigned to the Fund or the Portfolio being liable for the payment
of money or incurring liability of some other form, the Fund on behalf of the
Portfolio, as a prerequisite to requiring the Custodian to take such action,
shall provide indemnity to the Custodian in an amount and form satisfactory to
it.
If the Fund requires the Custodian, its affiliates, subsidiaries or
agents, to advance cash or securities for any purpose (including but not limited
to securities settlements, foreign exchange contracts and assumed settlement) or
in the event that the Custodian or its nominee shall incur or be assessed any
taxes, charges, expenses, assessments, claims or liabilities in connection with
the performance of this Agreement, except such as may arise from its or its
nominee's own negligent action, negligent failure to act or willful misconduct,
any property at any time held for the account of the applicable Portfolio shall
be security therefor and should the Fund fail to repay the Custodian promptly,
the Custodian shall be entitled to utilize available cash and to dispose of such
Portfolio's assets to the extent necessary to obtain reimbursement.
In no event shall the Custodian be liable for indirect, special or
consequential damages.
SECTION 15. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT
This Agreement shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter provided, may
be amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than sixty (60) days after the date of such delivery or mailing; provided,
however that the Custodian shall not with respect to a Portfolio act under
Section 2.8 hereof in the absence of receipt of an initial certificate of
22
<PAGE>
the Secretary or an Assistant Secretary that the Board has approved the initial
use of a particular Securities System by such Portfolio, as required by Rule
17f-4 under the 1940 Act and that the Custodian shall not with respect to a
Portfolio act under Section 2.9 hereof in the absence of receipt of an initial
certificate of the Secretary or an Assistant Secretary that the Board has
approved the initial use of the Direct Paper System by such Portfolio; provided
further, however, that the Fund shall not amend or terminate this Agreement in
contravention of any applicable federal or state regulations, or any provision
of the Fund's Declaration of Trust, and further provided, that the Fund on
behalf of one or more of the Portfolios may at any time by action of its Board
(i) substitute another bank or trust company for the Custodian by giving notice
as described above to the Custodian, or (ii) immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for the
Custodian by the Comptroller of the Currency or upon the happening of a like
event at the direction of an appropriate regulatory agency or court of competent
jurisdiction.
Upon termination of the Agreement, the Fund on behalf of each
applicable Portfolio shall pay to the Custodian such compensation as may be due
as of the date of such termination and shall likewise reimburse the Custodian
for its costs, expenses and disbursements.
SECTION 16. SUCCESSOR CUSTODIAN
If a successor custodian for one or more Portfolios shall be appointed
by the Board, the Custodian shall, upon termination, deliver to such successor
custodian at the office of the Custodian, duly endorsed and in the form for
transfer, all securities of each applicable Portfolio then held by it hereunder
and shall transfer to an account of the successor custodian all of the
securities of each such Portfolio held in a Securities System.
If no such successor custodian shall be appointed, the Custodian shall,
in like manner, upon receipt of a certified resolution of the Board, deliver at
the office of the Custodian and transfer such securities, funds and other
properties in accordance with such resolution.
In the event that no written order designating a successor custodian or
certified resolution of the Board shall have been delivered to the Custodian on
or before the date when such termination shall become effective, then the
Custodian shall have the right to deliver to a bank or trust company, which is a
"bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or
New York, New York, of its own selection, having an aggregate capital, surplus,
and undivided profits, as shown by its last published report, of not less than
$25,000,000, all securities, funds and other properties held by the Custodian on
behalf of each applicable Portfolio and all instruments held by the Custodian
relative thereto and all other property held by it under this Agreement on
behalf of each applicable Portfolio, and to transfer to an account of such
successor custodian all of the securities of each such Portfolio held in any
Securities System. Thereafter, such bank or trust company shall be the successor
of the Custodian under this Agreement.
23
<PAGE>
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified resolution of the Board to appoint
a successor custodian, the Custodian shall be entitled to fair compensation for
its services during such period as the Custodian retains possession of such
securities, funds and other properties and the provisions of this Agreement
relating to the duties and obligations of the Custodian shall remain in full
force and effect.
SECTION 17. INTERPRETIVE AND ADDITIONAL PROVISIONS
In connection with the operation of this Agreement, the Custodian and
the Fund on behalf of each of the Portfolios, may from time to time agree on
such provisions interpretive of or in addition to the provisions of this
Agreement as may in their joint opinion be consistent with the general tenor of
this Agreement. Any such interpretive or additional provisions shall be in a
writing signed by both parties and shall be annexed hereto, provided that no
such interpretive or additional provisions shall contravene any applicable
federal or state regulations or any provision of the Fund's Declaration of
Trust. No interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this Agreement.
SECTION 18. ADDITIONAL FUNDS
In the event that the Fund establishes one or more series of Shares in
addition to ROCHDALE FOUNDATION FUND and ROCHDALE INTERNATIONAL OPPORTUNITY FUND
with respect to which it desires to have the Custodian render services as
custodian under the terms hereof, it shall so notify the Custodian in writing,
and if the Custodian agrees in writing to provide such services, such series of
Shares shall become a Portfolio hereunder.
SECTION 19. MASSACHUSETTS LAW TO APPLY
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with laws of The Commonwealth of
Massachusetts.
SECTION 20. PRIOR AGREEMENTS
This Agreement supersedes and terminates, as of the date hereof, all
prior Agreements between the Fund on behalf of each of the Portfolios and the
Custodian relating to the custody of the Fund's assets.
SECTION 21. NOTICES.
24
<PAGE>
Any notice, instruction or other instrument required to be given
hereunder may be delivered in person to the offices of the parties as set forth
herein during normal business hours or delivered prepaid registered mail or by
telex, cable or telecopy to the parties at the following addresses or such other
addresses as may be notified by any party from time to time.
To the Fund: ROCHDALE INVESTMENT TRUST
570 Lexington Avenue
New York, New York 10022-6837
Attention:
Telephone:
Telecopy:
To the Custodian: STATE STREET BANK AND TRUST COMPANY
1776 Heritage Drive/JAB4W
North Quincy, Massachusetts 02171
Attention: Bradford C. Payne, II
Telephone: 617-985-5389
Telecopy:
Such notice, instruction or other instrument shall be deemed to have
been served in the case of a registered letter at the expiration of five
business days after posting, in the case of cable twenty-four hours after
dispatch and, in the case of telex, immediately on dispatch and if delivered
outside normal business hours it shall be deemed to have been received at the
next time after delivery when normal business hours commence and in the case of
cable, telex or telecopy on the business day after the receipt thereof. Evidence
that the notice was properly addressed, stamped and put into the post shall be
conclusive evidence of posting.
SECTION 22. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
25
<PAGE>
SECTION 23. SHAREHOLDER COMMUNICATIONS ELECTION
SEC Rule 14b-2 requires banks which hold securities for the account of
customers to respond to requests by issuers of securities for the names,
addresses and holdings of beneficial owners of securities of that issuer held by
the bank unless the beneficial owner has expressly objected to disclosure of
this information. In order to comply with the rule, the Custodian needs the Fund
to indicate whether it authorizes the Custodian to provide the Fund's name,
address, and share position to requesting companies whose securities the Fund
owns. If the Fund tells the Custodian "no", the Custodian will not provide this
information to requesting companies. If the Fund tells the Custodian "yes" or
does not check either "yes" or "no" below, the Custodian is required by the rule
to treat the Fund as consenting to disclosure of this information for all
securities owned by the Fund or any funds or accounts established by the Fund.
For the Fund's protection, the Rule prohibits the requesting company from using
the Fund's name and address for any purpose other than corporate communications.
Please indicate below whether the Fund consents or objects by checking one of
the alternatives below.
YES [ ] The Custodian is authorized to release the Fund's
name, address, and share positions.
NO [ ] The Custodian is not authorized to release the Fund's
name, address, and share positions.
26
<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of
- -------------.
<TABLE>
<CAPTION>
ROCHDALE INVESTMENT TRUST FUND SIGNATURE ATTESTED TO BY:
<S> <C>
By: _________________________ By: ____________________
Name: _________________________ Name: ____________________
Title: _________________________ Title:
STATE STREET BANK AND TRUST COMPANY SIGNATURE ATTESTED TO BY:
By: _________________________ By: ____________________
Name: Ronald E. Logue Name:
Title: Executive Vice President Title:
</TABLE>
27
<PAGE>
STATE STREET SCHEDULE A
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES
Country Subcustodian Non-Mandatory Depositories
Argentina Citibank, N.A. --
Australia Westpac Banking Corporation --
Austria Erste Bank der Oesterreichischen --
Sparkasen AG
Bahrain British Bank of the Middle East --
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Bangladesh Standard Chartered Bank --
Belgium Generale Bank --
Bermuda The Bank of Bermuda Limited --
Bolivia Banco Boliviano Americano S.A. --
Botswana Barclays Bank of Botswana Limited --
Brazil Citibank, N.A. --
Bulgaria ING Bank N.V. --
Canada Canada Trustco Mortgage Company --
Chile Citibank, N.A. --
People's Republic The Hongkong and Shanghai --
of China Banking Corporation Limited,
Shanghai and Shenzhen branches
Colombia Cititrust Colombia S.A. --
Sociedad Fiduciaria
Croatia Privredana banka Zagreb d.d --
Cyprus Barclays Bank Plc., --
Cyprus Offshore Banking Unit
Czech Republic Ceskoslovenska Obchodni --
Banka, A.S.
Denmark Den Danske Bank --
Ecuador Citibank, N.A. --
Egypt National Bank of Egypt --
Estonia Hansabank --
Finland Merita Bank Ltd. --
France Banque Paribas --
Germany Dresdner Bank AG --
Ghana Barclays Bank of Ghana Limited --
Greece National Bank of Greece S.A Bank of Greece
Hong Kong Standard Chartered Bank --
Hungary Citibank Budapest Rt. --
Iceland Icebank Limited
India Deutsche Bank AG; --
The Hongkong and Shanghai
Banking Corporation Limited
Indonesia Standard Chartered Bank --
Ireland Bank of Ireland --
Israel Bank Hapoalim B.M. --
Italy Banque Paribas --
Ivory Coast Societe Generale de Banques --
en Cote d'Ivoire
Jamaica Scotiabank Jamaica Trust and Merchant Bank Limited --
Japan The Daiwa Bank Limited; Japan Securities Depository
The Fuji Bank, Limited Center
Jordan British Bank of the Middle East --
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Kenya Barclays Bank of Kenya Limited --
Republic of Korea The Hongkong and Shanghai Banking
Corporation Limited
Latvia JSC Hansabank-Latvija --
Lebanon British Bank of the Middle East
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Lithuania Vilniaus Bankas AB --
Malaysia Standard Chartered Bank --
Malaysia Berhad
Mauritius The Hongkong and Shanghai --
Banking Corporation Limited
Mexico Citibank Mexico, S.A. --
Morocco Banque Commerciale du Maroc --
Namibia (via) Standard Bank of South Africa -
The Netherlands MeesPierson N.V. --
New Zealand ANZ Banking Group --
(New Zealand) Limited
Norway Christiania Bank og --
Kreditkasse
Oman British Bank of the Middle East --
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Pakistan Deutsche Bank AG --
Peru Citibank, N.A. --
Philippines Standard Chartered Bank --
Poland Citibank (Poland) S.A. --
Bank Polska Kasa Opieki S.A.
Portugal Banco Comercial Portugues --
Romania ING Bank, N.V. --
Russia Credit Suisse First Boston, Zurich --
via Credit Suisse First Boston
AO, Moscow
Singapore The Development Bank --
of Singapore Limited
Slovak Republic Ceskoslovenska Obchodn --
Banka, A.S.
Slovenia Banka Creditanstalt d.d. --
South Africa Standard Bank of South Africa Limited --
Spain Banco Santander --
Sri Lanka The Hongkong and Shanghai --
Banking Corporation Limited
Swaziland Standard Bank Swaziland Limited --
Sweden Skandinaviska Enskilda Banken --
Switzerland Union Bank of Switzerland --
Taiwan - R.O.C. Central Trust of China --
Thailand Standard Chartered Bank --
Trinidad & Tobago Republic Bank Limited --
Tunisia Banque Internationale Arabe de Tunisie --
Turkey Citibank, N.A. --
Ottoman Bank
United Kingdom State Street Bank and Trust Company, --
London Branch
Uruguay Citibank, N.A. --
Venezuela Citibank, N.A. --
Zambia Barclays Bank of Zambia Limited --
Zimbabwe Barclays Bank of Zimbabwe Limited --
Euroclear (The Euroclear System)
Cedel (Cedel Bank, societe anonyme)
INTERSETTLE (for EASDAQ Securities)
<PAGE>
STATE STREET SCHEDULE B
GLOBAL CUSTODY NETWORK MANDATORY* DEPOSITORIES
Country Mandatory Depositories
Argentina Caja de Valores S.A.
Australia Austraclear Limited
Reserve Bank Information and
Transfer System
Austria Oesterreichische Kontrollbank AG
(Wertpapiersammelbank Division)
Belgium Caisse Interprofessionnelle de Depots et
de Virements de Titres S.A.
Banque Nationale de Belgique
Brazil Caixa de Liquida o de S o Paulo,(Calispa)
Bolsa de Valores de Rio de Janeiro
All SSB clients presently use Calispa
Central de Custodia e de Liquida o
Financeira de Titulos
Banco Central do Brasil,
Systema Especial de Liquida o e
Custodia
Bulgaria Central Depository AD
Bulgarian National Bank
Canada The Canadian Depository
for Securities Limited
People's Republic Shanghai Securities Central Clearing and
of China Registration Corporation
Shenzhen Securities Central Clearing
Co., Ltd.
Croatia Ministry of Finance
National Bank of Croatia
Czech Republic Stredisko cenn ch papru
Czech National Bank
Denmark Verdipapircentralen (The Danish
Securities Center)
Egypt Misr Company for Clearing, Settlement,
and Central Depository
Estonia Eesti Vaartpaberite Keskdepositoorium
Finland The Finnish Central Securities
Depository
France Societe Interprofessionnelle
pour la Compensation des
Valeurs Mobilieres
Saturne System
Germany Deutsche Borse Clearing AG
Greece The Central Securities Depository S.A.
(Apothetirion Titlon A.E.)
Hong Kong The Central Clearing and
Settlement System
Central Money Markets Unit
Hungary The Central Depository and Clearing
House (Budapest) Ltd. (KELER)
[Mandatory for Gov't Bonds only;
SSB does not use for other securities]
India The National Securities Depository Limited
Indonesia Bank of Indonesia
Ireland The Central Bank of Ireland
Securities Settlement Office
Israel The Clearing House of the
Tel Aviv Stock Exchange
Bank of Israel
Italy Monte Titoli S.p.A.
Banca d'Italia
Jamaica The Jamaican Central Securities Depository
Japan Bank of Japan Net System
Kenya Central Bank of Kenya
Republic of Korea Korea Securities Depository Corporation
Latvia The Latvian Central Depository
Lebanon Custodian and Clearing Center of
Financial Instruments for Lebanon
and the Middle East (MIDCLEAR) S.A.L.
The Central Bank of Lebanon
Lithuania The Central Securities Depository of
Lithuania
Malaysia The Malaysian Central Depository Sdn. Bhd.
Bank Negara Malaysia,
Scripless Securities Trading and
Safekeeping System
Mauritius The Central Depository & Settlement
Co. Ltd.
Mexico S.D. INDEVAL, S.A. de C.V.
(Instituto para el Deposito de
Valores)
The Netherlands Nederlands Centraal Instituut voor
Giraal Effectenverkeer B.V. (NECIGEF)
De Nederlandsche Bank N.V.
New Zealand New Zealand Central Securities
Depository Limited
Norway Verdipapirsentralen (The Norwegian
Registry of Securities)
Oman Muscat Securities Market
Pakistan Central Depository Company of Pakistan
Peru Caja de Valores y Liquidaciones S.A.
(CAVALI)
Philippines The Philippines Central Depository Inc.
The Book-Entry-System of Bangko
Sentral ng Pilipinas (the central bank)
The Registry of Scripless Securities of the
Bureau of the Treasury
Poland The National Depository of Securities
(Krajowy Depozyt Papierw Wartos ciowych)
Central Treasury Bills Registrar
Portugal Central de Valores Mobilierios (Central)
Romania National Securities Clearing, Settlement
and Depository Co.
Bucharest Stock Exchange
Singapore The Central Depository (Pte)
Limited
Monetary Authority of Singapore
Slovak Republic Stredisko Cenn ch Papierov
National Bank of Slovakia
Slovenia Klirinsko Depotna Druzba d.d.
South Africa The Central Depository Limited
Spain Servicio de Compensacion y
Liquidacion de Valores, S.A.
Banco de Espana,
Anotaciones en Cuenta
Sri Lanka Central Depository System
(Pvt) Limited
Sweden Verdepapperscentralen
(the Swedish Central Securities Depository)
Switzerland Schweizerische Effekten - Giro AG
Taiwan - R.O.C. The Taiwan Securities Central
Depository Company, Ltd.
Thailand Thailand Securities Depository
Company Limited
Tunisia STICODEVAM
Central Bank of Tunisia
Tunisian Treasury
Turkey Takas ve Saklama Bankasi A.S.
(TAKASBANK)
Central Bank of Turkey
United Kingdom The Bank of England,
The Central Gilts Office;
The Central Moneymarkets Office
Uruguay Central Bank of Uruguay
Venezuela The Central Bank of Venezuela
Zambia Lusaka Central Depository
* Mandatory depositories include entities for which use is mandatory as a
matter of law or effectively mandatory as a matter of market practice.
6/23/98
<PAGE>
SCHEDULE C
MARKET INFORMATION
Publication/Type of Information (Frequency) Brief Description
The Guide to Custody in World Markets (annually): An overview of safekeeping and
settlement practices and procedures in each market in which State Street Bank
and Trust Company offers custodial services.
The Depository Review (annually): Information relating to the operating history
and structure of depositories located in the markets in which State Street Bank
and Trust Company offers custodial services, including transnational
depositories.
legal opinions (annually): With respect to each market in which State Street
Bank and Trust Company offers custodial services, opinions relating to whether
local law restricts (i) access of a fund's independent public accountants to
books and records of a Foreign Sub- Custodian or Foreign Securities System, (ii)
the Fund's ability to recover in the event of bankruptcy or insolvency of a
Foreign Sub-Custodian or Foreign Securities System, (iii) the Fund's ability to
recover in the event of a loss by a Foreign Sub-Custodian or Foreign Securities
System, and (iv) the ability of a foreign investor to convert cash and cash
equivalents to U.S. dollars.
Network Bulletins (weekly): Developments of interest to investors in the
markets in which State Street Bank and Trust Company offers custodial services.
Foreign Custody Advisories (as necessary): With respect to markets in which
State Street Bank and Trust Company offers custodial services which exhibit
special custody risks, developments which may impact State Street's ability to
deliver expected levels of service.
TRANSFER AGENCY AND SERVICE AGREEMENT
between
ROCHDALE INVESTMENT TRUST
and
STATE STREET BANK AND TRUST COMPANY
1C-Domestic Trust/Series
TABLE OF CONTENTS
Page
1. Terms of Appointment; Duties of the Bank 1
2. Fees and Expenses 3
3. Representations and Warranties of the Bank 4
4. Representations and Warranties of the Fund 4
5. Data Access and Proprietary Information 5
6. Indemnification 6
7. Standard of Care 7
8. Covenants of the Fund and the Bank 8
9. Termination of Agreement 9
10. Additional Funds 9
11. Assignment 9
12. Amendment 9
13. Massachusetts Law to Apply 10
14. Force Majeure 10
15. Consequential Damages 10
16. Merger of Agreement 10
17. Limitations of Liability of the Trustees
or Shareholders 10
18. Counterparts 10
19. Reproduction of Documents 11
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the [___]day of [_____] , 199_ , by and between ROCHDALE
INVESTMENT TRUST , a New York business trust, having its principal office and
place of business at 570 Lexington Avenue, New York, New York 10022-6837 (the
"Fund"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company
having its principal office and place of business at 225 Franklin Street,
Boston, Massachusetts 02110 (the "Bank").
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets; and
WHEREAS, the Fund intends to initially offer shares in two series, Rochdale
Foundation Fund and Rochdale International Opportunity Fund (each such series,
together with all other series subsequently established by the Fund and made
subject to this Agreement in accordance with Article 10, being herein referred
to as a "Portfolio", and collectively as the "Portfolios");
WHEREAS, the Fund on behalf of the Portfolios desires to appoint the Bank as its
transfer agent, dividend disbursing agent, custodian of certain retirement plans
and agent in connection with certain other activities, and the Bank desires to
accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
l. Terms of Appointment; Duties of the Bank
1.1 Subject to the terms and conditions set forth in this Agreement, the Fund,
on behalf of the Portfolios, hereby employs and appoints the Bank to act as, and
the Bank agrees to act as its transfer agent for the Fund's authorized and
issued shares of beneficial interest, $ 0.001 par value, ("Shares"), dividend
disbursing agent, custodian of certain retirement plans and agent in connection
with any accumulation, open-account or similar plans provided to the
shareholders of each of the respective Portfolios of the Fund ("Shareholders")
and set out in the currently effective prospectus and statement of additional
information ("prospectus") of the Fund on behalf of the applicable Portfolio,
including without limitation any periodic investment plan or periodic
withdrawal program.
1.2 The Bank agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by agreement
between the Fund on behalf of each of the Portfolios, as applicable and the
Bank, the Bank shall:
(i) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof to the
Custodian of the Fund authorized pursuant to the Declaration of Trust of
the Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof to the
Custodian;
(iv) In respect to the transactions in items (i), (ii) and (iii)
above, the Bank shall execute transactions directly with broker-dealers
authorized by the Fund who shall thereby be deemed to be acting on
behalf of the Fund;
(v) At the appropriate time as and when it receives monies paid to it by
the Custodian with respect to any redemption, pay over or cause to be
paid over in the appropriate manner such monies as instructed by the
redeeming Shareholders;
(vi) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
(vii) Prepare and transmit payments for dividends and
distributions declared by the Fund on behalf of the applicable
Portfolio;
(viii) Issue replacement certificates for those certificates alleged to
have been lost, stolen or destroyed upon receipt by the Bank of
indemnification satisfactory to the Bank and protecting the Bank and the
Fund, and the Bank at its option, may issue replacement certificates in
place of mutilated stock certificates upon presentation thereof and
without such indemnity;
(ix) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and
(x) Record the issuance of shares of the Fund and maintain pursuant to
SEC Rule 17Ad-10(e) a record of the total number of shares of the Fund
which are authorized, based upon data provided to it by the Fund, and
issued and outstanding. The Bank shall also provide the Fund on a
regular basis with the total number of shares which are authorized and
issued and outstanding and shall have no obligation, when recording the
issuance of shares, to monitor the issuance of such shares or to take
cognizance of any laws relating to the issue or sale of such Shares,
which functions shall be the sole responsibility of the Fund.
(b) In addition to and neither in lieu nor in contravention of the services
set forth in the above paragraph (a), the Bank shall: (i) perform the
customary services of a transfer agent, dividend disbursing agent, custodian
of certain retirement plans and, as relevant, agent in connection with
accumulation, open-account or similar plans (including without limitation
any periodic investment plan or periodic withdrawal program), including but
not limited to: maintaining all Shareholder accounts, preparing Shareholder
meeting lists, mailing proxies, mailing Shareholder reports and prospectuses
to current Shareholders, withholding taxes on U.S. resident and non-resident
alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and
other appropriate forms required with respect to dividends and distributions
by federal authorities for all Shareholders, preparing and mailing
confirmation forms and statements of account to Shareholders for all
purchases and redemptions of Shares and other confirmable transactions in
Shareholder accounts, preparing and mailing activity statements for
Shareholders, and providing Shareholder account information and (ii) provide
a system which will enable the Fund to monitor the total number of Shares
sold in each State.
(c) In addition, the Fund shall (i) identify to the Bank in writing those
transactions and assets to be treated as exempt from blue sky reporting for
each State and (ii) verify the establishment of transactions for each State
on the system prior to activation and thereafter monitor the daily activity
for each State. The responsibility of the Bank for the Fund's blue sky
State registration status is solely limited to the initial establishment of
transactions subject to blue sky compliance by the Fund and the reporting of
such transactions to the Fund as provided above.
(d) Procedures as to who shall provide certain of these services in Section
1 may be established from time to time by agreement between the Fund on
behalf of each Portfolio and the Bank per the attached service
responsibility schedule. The Bank may at times perform only a portion of
these services and the Fund or its agent may perform these services on the
Fund's behalf.
(e) The Bank shall provide additional services on behalf of the Fund (i.e.,
escheatment services) which may be agreed upon in writing between the Fund
and the Bank.
2. Fees and Expenses
2.1 For the performance by the Bank pursuant to this Agreement, the Fund agrees
on behalf of each of the Portfolios to pay the Bank an annual maintenance fee
for each Shareholder account as set out in the initial fee schedule attached
hereto. Such fees and out-of-pocket expenses and advances identified under
Section 2.2 below may be changed from time to time subject to mutual written
agreement between the Fund and the Bank.
2.2 In addition to the fee paid under Section 2.1 above, the Fund agrees on
behalf of each of the Portfolios to reimburse the Bank for out-of-pocket
expenses, including but not limited to confirmation production, postage, forms,
telephone, microfilm, microfiche, tabulating proxies, records storage, or
advances incurred by the Bank for the items set out in the fee schedule attached
hereto. In addition, any other expenses incurred by the Bank at the request or
with the consent of the Fund, will be reimbursed by the Fund on behalf of the
applicable Portfolio.
2.3 The Fund agrees on behalf of each of the Portfolios to pay all fees and
reimbursable expenses within five days following the receipt of the respective
billing notice. Postage for mailing of dividends, proxies, Fund reports and
other mailings to all shareholder accounts shall be advanced to the Bank by the
Fund at least seven (7) days prior to the mailing date of such materials.
3. Representations and Warranties of the Bank
The Bank represents and warrants to the Fund that:
3.1 It is a trust company duly organized and existing and in good standing under
the laws of the Commonwealth of Massachusetts.
3.2 It is duly qualified to carry on its business in the Commonwealth of
Massachusetts.
3.3 It is empowered under applicable laws and by its Charter and By-Laws to
enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to enter
into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
4. Representations and Warranties of the Fund
The Fund represents and warrants to the Bank that:
4.1 It is a business trust duly organized and existing and in good standing
under the laws of the Commonwealth of Massachusetts.
4.2 It is empowered under applicable laws and by its Declaration of Trust and
By-Laws to enter into and perform this Agreement.
4.3 All corporate proceedings required by said Declaration of Trust and By-Laws
have been taken to authorize it to enter into and perform this Agreement.
4.4 It is an open-end and diversified management investment company registered
under the Investment Company Act of 1940, as amended.
4.5 A registration statement under the Securities Act of 1933, as amended on
behalf of each of the Portfolios is currently effective and will remain
effective, and appropriate state securities law filings have been made and will
continue to be made, with respect to all Shares of the Fund being offered for
sale.
5. Data Access and Proprietary Information
5.1 The Fund acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and documentation
manuals furnished to the Fund by the Bank as part of the Fund's ability to
access certain Fund-related data ("Customer Data") maintained by the Bank on
data bases under the control and ownership of the Bank or other third party
("Data Access Services") constitute copyrighted, trade secret, or other
proprietary information (collectively, "Proprietary Information") of substantial
value to the Bank or other third party. In no event shall Proprietary
Information be deemed Customer Data. The Fund agrees to treat all Proprietary
Information as proprietary to the Bank and further agrees that it shall not
divulge any Proprietary Information to any person or organization except as may
be provided hereunder. Without limiting the foregoing, the Fund agrees for
itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in
writing by the Bank and solely in accordance with the Bank's applicable user
documentation;
(b) to refrain from copying or duplicating in any way the Proprietary
Information;
(c) to refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently obtained, to
inform in a timely manner of such fact and dispose of such information in
accordance with the Bank's instructions;
(d) to refrain from causing or allowing the data acquired hereunder from
being retransmitted to any other computer facility or other location, except
with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions
agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at
the Bank's expense the rights of the Bank in Proprietary Information at
common law, under federal copyright law and under other federal or state
law.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 5. The obligations of this Section shall
survive any earlier termination of this Agreement.
5.2 If the Fund notifies the Bank that any of the Data Access Services do not
operate in material compliance with the most recently issued user documentation
for such services, the Bank shall endeavor in a timely manner to correct such
failure. Organizations from which the Bank may obtain certain data included in
the Data Access Services are solely responsible for the contents of such data
and the Fund agrees to make no claim against the Bank arising out of the
contents of such third-party data, including, but not limited to, the accuracy
thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE
SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS
AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE
EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.3 If the transactions available to the Fund include the ability to originate
electronic instructions to the Bank in order to (i) effect the transfer or
movement of cash or Shares or (ii) transmit Shareholder information or other
information, then in such event the Bank shall be entitled to rely on the
validity and authenticity of such instruction without undertaking any further
inquiry as long as such instruction is undertaken in conformity with security
procedures established by the Bank from time to time.
6. Indemnification
6.1 The Bank shall not be responsible for, and the Fund shall on behalf of the
applicable Portfolio indemnify and hold the Bank harmless from and against, any
and all losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to:
(a) All actions of the Bank or its agents or subcontractors required to be
taken pursuant to this Agreement, provided that such actions are taken in
good faith and without negligence or willful misconduct.
(b) The Fund's lack of good faith, negligence or willful misconduct which
arise out of the breach of any representation or warranty of the Fund
hereunder.
(c) The reliance on or use by the Bank or its agents or subcontractors of
information, records, documents or services which (i) are received by the
Bank or its agents or subcontractors, and (ii) have been prepared,
maintained or performed by the Fund or any other person or firm on behalf of
the Fund including but not limited to any previous transfer agent or
registrar.
(d) The reliance on, or the carrying out by the Bank or its agents or
subcontractors of any instructions or requests of the Fund on behalf of the
applicable Portfolio.
(e) The offer or sale of Shares in violation of any requirement under the
federal securities laws or regulations or the securities laws or regulations
of any state that such Shares be registered in such state or in violation of
any stop order or other determination or ruling by any federal agency or any
state with respect to the offer or sale of such Shares in such state.
(f) The negotiation and processing by the Bank of checks not made payable to
the order of the Bank, the Fund, the Fund's management company, transfer
agent or distributor or the retirement account custodian or trustee for a
plan account investing in Shares, which checks are tendered to the Bank for
the purchase of Shares (i.e., checks made payable to prospective or existing
Shareholders, such checks are commonly known as "third party checks").
6.2 At any time the Bank may apply to any officer of the Fund for instructions,
and may consult with legal counsel with respect to any matter arising in
connection with the services to be performed by the Bank under this Agreement,
and the Bank and its agents or subcontractors shall not be liable and shall be
indemnified by the Fund on behalf of the applicable Portfolio for any action
taken or omitted by it in reliance upon such instructions or upon the opinion of
such counsel. The Bank, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document, reasonably believed to be
genuine and to have been signed by the proper person or persons, or upon any
instruction, information, data, records or documents provided the Bank or its
agents or subcontractors by machine readable input, telex, CRT data entry or
other similar means authorized by the Fund, and shall not be held to have notice
of any change of authority of any person, until receipt of written notice
thereof from the Fund. The Bank, its agents and subcontractors shall also be
protected and indemnified in recognizing stock certificates which are reasonably
believed to bear the proper manual or facsimile signatures of the officers of
the Fund, and the proper countersignature of any former transfer agent or
former registrar, or of a co-transfer agent or co-registrar.
6.3 In order that the indemnification provisions contained in this Section 6
shall apply, upon the assertion of a claim for which the Fund may be required to
indemnify the Bank, the Bank shall promptly notify the Fund of such assertion,
and shall keep the Fund advised with respect to all developments concerning such
claim. The Fund shall have the option to participate with the Bank in the
defense of such claim or to defend against said claim in its own name or in the
name of the Bank. The Bank shall in no case confess any claim or make any
compromise in any case in which the Fund may be required to indemnify the Bank
except with the Fund's prior written consent.
7. Standard of Care
The Bank shall at all times act in good faith and agrees to use its best
efforts within reasonable limits to insure the accuracy of all services
performed under this Agreement, but assumes no responsibility and shall not
be liable for loss or damage due to errors unless said errors are caused by
its negligence, bad faith, or willful misconduct or that of its employees.
8. Covenants of the Fund and the Bank
8.1 The Fund shall on behalf of each of the Portfolios promptly furnish to the
Bank the following:
(a) A certified copy of the resolution of the Board of Trustees of the Fund
authorizing the appointment of the Bank and the execution and delivery of
this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the Fund and all
amendments thereto.
8.2 The Bank hereby agrees to establish and maintain facilities and procedures
reasonably acceptable to the Fund for safekeeping of stock certificates, check
forms and facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such certificates, forms and
devices.
8.3 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 31 of the Investment Company Act of 1940, as amended, and
the Rules thereunder, the Bank agrees that all such records prepared or
maintained by the Bank relating to the services to be performed by the Bank
hereunder are the property of the Fund and will be preserved, maintained and
made available in accordance with such Section and Rules, and will be
surrendered promptly to the Fund on and in accordance with its request.
8.4 The Bank and the Fund agree that all books, records, information and data
pertaining to the business of the other party which are exchanged or received
pursuant to the negotiation or the carrying out of this Agreement shall remain
confidential, and shall not be voluntarily disclosed to any other person, except
as may be required by law.
8.5 In case of any requests or demands for the inspection of the Shareholder
records of the Fund, the Bank will endeavor to notify the Fund and to secure
instructions from an authorized officer of the Fund as to such inspection. The
Bank reserves the right, however, to exhibit the Shareholder records to any
person whenever it is advised by its counsel that it may be held liable for the
failure to exhibit the Shareholder records to such person.
9. Termination of Agreement
9.1 This Agreement may be terminated by either party upon one hundred twenty
(120) days written notice to the other.
9.2 Should the Fund exercise its right to terminate, all out-of-pocket expenses
associated with the movement of records and material will be borne by the Fund
on behalf of the applicable Portfolio(s). Additionally, the Bank reserves the
right to charge for any other reasonable expenses associated with such
termination and/or a charge equivalent to the average of three (3) months' fees.
10. Additional Funds
In the event that the Fund establishes one or more series of Shares in
addition to Global Fixed Income Portfolio with respect to which it desires
to have the Bank render services as transfer agent under the terms hereof,
it shall so notify the Bank in writing, and if the Bank agrees in writing to
provide such services, such series of Shares shall become a Portfolio
hereunder.
11. Assignment
11.1 Except as provided in Section 11.3 below, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without the
written consent of the other party.
11.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
11.3 The Bank may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston Financial Data Services,
Inc., a Massachusetts corporation ("BFDS") which is duly registered as a
transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of
1934, as amended ("Section 17A(c)(2)"), (ii) a BFDS subsidiary duly registered
as a transfer agent pursuant to Section 17A(c)(2) or (iii) a BFDS affiliate;
provided, however, that the Bank shall be as fully responsible to the Fund for
the acts and omissions of any subcontractor as it is for its own acts and
omissions.
12. Amendment
This Agreement may be amended or modified by a written agreement executed by
both parties and authorized or approved by a resolution of the Board of
Trustees of the Fund.
13. Massachusetts Law to Apply
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
14. Force Majeure
In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other
causes reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to perform
or otherwise from such causes.
15. Consequential Damages
Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.
16. Merger of Agreement
This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject matter hereof
whether oral or written.
17. Limitations of Liability of the Trustees and Shareholders
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given
that this instrument is executed on behalf of the Trustees of the Trust as
Trustees and not individually and that the obligations of this instrument
are not binding upon any of the Trustees or Shareholders individually but
are binding only upon the assets and property of the Fund.
18. Counterparts
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
19. Reproduction of Documents
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties
hereto all/each agree that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not
such reproduction was made by a party in the regular course of business, and
that any enlargement, facsimile or further reproduction of such reproduction
shall likewise be admissible in evidence.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
[COMPANY]
BY:
ATTEST:
STATE STREET BANK AND TRUST COMPANY
BY:
Executive Vice President
ATTEST:
STATE STREET BANK & TRUST COMPANY
FUND SERVICE RESPONSIBILITIES*
Service Performed Responsibility
Bank Fund
1. Receives orders for the purchase
of Shares.
2. Issue Shares and hold Shares in
Shareholders accounts.
3. Receive redemption requests.
4. Effect transactions 1-3 above
directly with broker-dealers.
5. Pay over monies to redeeming
Shareholders.
6. Effect transfers of Shares.
7. Prepare and transmit dividends
and distributions.
8. Issue Replacement Certificates.
9. Reporting of abandoned property.
10. Maintain records of account.
11. Maintain and keep a current and
accurate control book for each
issue of securities.
12. Mail proxies.
13. Mail Shareholder reports.
14. Mail prospectuses to current
Shareholders.
15. Withhold taxes on U.S. resident
and non-resident alien accounts.
16. Prepare and file U.S. Treasury
Department forms.
17. Prepare and mail account and
confirmation statements for
Shareholders.
18. Provide Shareholder account
information.
19. Blue sky reporting.
* Such services are more fully described in Section 1.2 (a), (b) and (c) of
the Agreement.
[COMPANY]
BY:
ATTEST:
STATE STREET BANK AND TRUST COMPANY
BY:
Executive Vice President
ATTEST:
Paul Hastings Janofsky & Walker LLP
345 California Street, Suite 2900
San Francisco, CA 94104
(415) 835-1600
facsimile (415) 217-5333
June 25, 1998
Rochdale Investment Trust
570 Lexington Ave.
New York, NY 10022-6837
Re: Rochdale Foundation Fund
Rochdale International Opportunity Fund
Ladies and Gentlemen:
We have acted as counsel to Rochdale Investment Trust, a Delaware
business trust (the "Trust"), in connection with the Trust's Registration
Statement filed on Form N-8A with the United States Securities and Exchange
Commission (the "Registration Statement") and relating to the issuance by the
Trust of an indefinite number of no par value shares of beneficial interest
(the "Shares") of Rochdale Foundation Fund and Rochdale International
Opportunity Fund, the initial two series of the Trust (the "Funds").
In connection with this opinion, we have assumed the authenticity of
all records, documents and instruments submitted to us as originals, the
genuineness of all signatures, the legal capacity of natural persons and the
conformity to the originals of all records, documents and instruments
submitted to us as copies. We have based our opinion upon our review of the
following records, documents and instruments:
1. the Trust's Certificate of Trust as filed with the Secretary of
State of Delaware on March 10, 1998, certified to us as in effect on
the date hereof;
2. the Trust's Agreement and Declaration of Trust dated March 10, 1998
(the "Trust Instrument"), certified to us by an officer of the Trust as
being true and complete and in effect on the date hereof;
3. the By-laws of the Trust dated March 10, 1998, certified to us by an
officer of the Trust as being true and complete and in effect on the
date hereof;
4. resolutions of the Trustees of the Trust adopted at a meeting on
June 24, 1998, authorizing the establishment of the Funds and the
issuance of the Shares;
5. a certificate of an officer of the Trust concerning certain factual
matters relevant to this opinion.
In rendering our opinion below, we have not conducted an independent
examination of the books and records of the Trust for the purpose of
determining whether all of the Shares were fully paid prior to their issuance
and do not believe it to be our obligation to do so.
Our opinion is limited to the federal law of the United States of America
and the business trust law of the State of Delaware. We are not licensed to
practice law in the State of Delaware, and we have based our opinion below
solely on our review of Chapter 28 of Title 12 of the Delaware Code (the
"Delaware Business Trust Act") and the case law interpreting such Chapter as
reported in Delaware Laws Annotated (CSC The United States Corporation
Company, April 1997) as updated on Lexis. We have not undertaken a review of
other Delaware law or of any administrative or court decisions in connection
with rendering this opinion. We disclaim any opinion as to any law other than
that of the United States of America and the business trust law of the State
of Delaware as described above, and we disclaim any opinion as to any statute,
rule, regulation, ordinance, order or other promulgation of any regional or
local governmental authority.
Based on the foregoing and our examination of such questions of law as we
have deemed necessary and appropriate for the purpose of this opinion, and
assuming that (i) all of the Shares will be issued and sold for cash or other
valid consideration at the per-share public offering price on the date of
their issuance in accordance with statements in the Funds' Prospectus and in
accordance with the Trust Instrument, (ii) all consideration for the Shares
will be actually received by the Trust, and (iii) all applicable securities
laws will be complied with, then it is our opinion that, when issued and sold
by the Trust, the Shares will be legally issued, fully paid and nonassessable.
This opinion is rendered to you in connection with the Registration
Statement and is solely for your benefit. This opinion may not be relied upon
by you for any other purpose or relied upon by any other person, firm,
corporation or other entity for any purpose, without our prior written
consent. We disclaim any obligation to advise you of any developments in areas
covered by this opinion that occur after the date of this opinion.
Very truly yours,
PAUL HASTINGS JANOFSKY & WALKER LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the references to our firm in the Pre-Effective Amendment No.
2 to the Registration Statement on Form N-1A of Rochdale Investment Trust and to
the use of our report dated June 29, 1998 on the statement of assets and
liabilities of the Foundation Fund and International Opportunity Fund ("Funds").
Such statement of assets and liabilities appears in the Funds' Statement of
Additional Information.
Tait, Weller & Baker
Philadelphia, PA
June 29, 1998
SUBSCRIPTION AGREEMENT
ROCHDALE INVESTMENT TRUST (the "Trust") , a registered open-end
management investment company, and Rochdale Investment Management Inc., (the
"Purchaser"), intending to be legally bound, hereby agree as follows:
1. In order to provide the Trust with its initial capital, the Trust hereby
sells to the Purchaser, and the Purchaser hereby purchases 4,000 shares of
beneficial interest, $.01 par value of the Trust (the "Shares"), at a price
of $25.00 per share. The Trust hereby acknowledges receipt from the Purchaser
of funds in the amount of $100,000 in full payment for the shares.
2. The Purchaser represents and warrants to the Trust that the Shares are
bding acquired for investment and not with a view to distribution thereof and
that the Purchaser has no present intention to redeem or dispose of any of the
Shares.
3. The Purchaser hereby agrees that it will not offer for sale or sell or
tender for redemption any of the Shares prior to the time that the Trust has
completed the amortization of its organizational expenses. In the event that the
Trust liquidates before the deferred organizational expenses are fully
amortized, then the Shares shall bear their proporationate share of such
unamortized organization expenses.
IN WITNESS WHEREOF, the parties have executed this agreement as of the 25th
day of June, 1998.
ROCHDALE INVESTMENT TRUST
By_______________________________
ROCHDALE INVESTMENT MANAGEMENT INC.
By__________________________________
ROCHDALE INVESTMENT TRUST
SHARE MARKETING PLAN
(Rule 12b-1 Plan)
(Fixed Compensation Plan)
This Share Marketing Plan (the "Plan") is adopted in accordance with
Rule 12b-1 (the "Rule") under the Investment Company Act of 1940, as amended
(the "Act"), by Rochdale Investment Trust, a Delaware Business Trust (the
"Trust") with respect to its series of shares designated the Rochdale
Foundation Fund and the Rochdale International Opportunity Fund (a "Fund" or the
"Funds"). The Plan has been approved by a majority of the Trust's Board of
Trustees, including a majority of the Trustees who are not interested persons of
the Trust and who have no direct or indirect financial interest in the operation
of the Plan (the "independent Trustees"), cast in person at a meeting called for
the purpose of voting on the Plan.
In reviewing the Plan, the Board of Trustees considered the proposed
range and nature of payments and terms of the Investment Advisory Agreement
between the Trust on behalf of the Fund and Rochdale Investment Management
Inc., (the "Advisor") and the nature and amount of other payments, fees and
commissions that may be paid to the Advisor, its affiliates and other agents of
the Trust. The Board of Trustees, including the independent Trustees, concluded
that the proposed overall compensation of the Advisor and its affiliates was
fair and not excessive.
In its considerations, the Board of Trustees also recognized that
uncertainty may exist from time to time with respect to whether payments to be
made by the Funds to the Advisor, as the Distributor and "distribution
coordinator," or other firms under agreements with respect to the Fund may be
deemed to constitute impermissible distribution expenses. As a general rule, an
investment company may not finance any activity primarily intended to result in
the sale of its shares, except pursuant to the Rule. Accordingly, the Board of
Trustees determined that the Plan also should provide that payments by the Trust
and expenditures made by others out of monies received from the Trust which are
later deemed to be for the financing of any activity primarily intended to
result in the sale of Fund shares shall be deemed to have been made pursuant to
the Plan.
The approval of the Board of Trustees included a determination that in
the exercise of the Trustees' reasonable business judgment and in light of their
fiduciary duties, there is a reasonable likelihood that the Plan will benefit
the Trust, the Fund to which the Plan applies and its shareholders.
The provisions of the Plan are:
1. Annual Fee. Each Fund will pay to Advisor, as the Fund's
distribution coordinator, an annual fee for the Advisor's services in connection
with the promotion and distribution of the Fund's shares and related shareholder
servicing. The annual fee paid to Advisor under the Plan will be calculated
daily and paid monthly by the Fund on the first day of each month based on the
average daily net assets of the Fund, as follows: an annual rate of up to 0.25%.
This fee is not tied exclusively to actual distribution and service expenses,
and the fee may exceed the expenses actually incurred.
2. Services Covered by the Plan. The fee paid under Section 1 of
the Plan is intended to compensate the Advisor for performing the following
kinds of services: services primarily intended to result in the sale of the
Fund's shares ("distribution services"), including, but not limited to: (a)
making payments, including incentive compensation, to agents for and consultants
to Advisor, any affiliate of the Advisor or the Trust, including pension
administration firms that provide distribution and shareholder related services
and broker-dealers that engage in the distribution of the Fund'ss shares; (b)
making payments to persons who provide support services in connection with the
distribution of a Fund's shares and servicing of the Funds' shareholders,
including, but not limited to, personnel of Advisor, office space and equipment,
telephone facilities, answering routine inquiries regarding a Fund, processing
shareholder transactions and providing any other shareholder services not
otherwise provided by the Trust's transfer agency or other servicing
arrangements; (c) making payments pursuant to the form of Distribution Agreement
attached hereto as an exhibit; (d) formulating and implementing marketing and
promotional activities, including, but not limited to, direct mail promotions
and television, radio, newspaper, magazine and other mass media advertising; (e)
printing and distributing prospectuses, statements of additional information and
reports of the Funds to prospective shareholders of the Funds; (f) preparing,
printing and distributing sales literature pertaining to the Funds; and (g)
obtaining whatever information, analysis and reports with respect to marketing
and promotional activities that the Trust may, from time to time, deem
advisable. Such services and activities shall be deemed to be covered by this
Plan whether performed directly by the Advisor or by a third party.
3. Written Reports. The Advisor shall furnish to the Board of
Trustees of the Trust, for its review, on a quarterly basis, a written report of
the monies paid to it under the Plan with respect to the Funds, and shall
furnish the Board of Trustees of the Trust with such other information as the
Board of Trustees may reasonably request in connection with the payments made
under the Plan in order to enable the Board of Trustees to make an informed
determination of whether the Plan should be continued as to each Fund.
4. Termination. The Plan may be terminated as to each Fund at any
time, without penalty, by vote of a majority of the outstanding voting
securities of the Fund, and any Distribution Agreement under the Plan may be
likewise terminated on not more than sixty (60) days' written notice. Once
terminated, no further payments shall be made under the Plan notwithstanding the
existence of any unreimbursed current or carried forward Distribution Expenses.
5. Amendments. The Plan and any Distribution Agreement may not be
amended to increase materially the amount to be spent for distribution and
servicing of Fund shares pursuant to Section 1 hereof without approval by a
majority of the outstanding voting securities of the Fund. All material
amendments to the Plan and any Distribution Agreement entered into with third
parties shall be approved by the independent Trustees cast in person at a
meeting called for the purpose of voting on any such amendment. The Advisor may
assign its responsibilities and liabilities under the Plan to another party who
agrees to act as "distribution coordinator" for the Trust with the consent of a
majority of the independent Trustees.
6. Selection of Independent Trustees. So long as the Plan is in
effect, the selection and nomination of the Trust's independent Trustees shall
be committed to the discretion of such independent Board of Trustees.
7. Effective Date of Plan. The Plan shall take effect at such time
as it has received requisite Trustee approval and, unless sooner terminated,
shall continue in effect for a period of more than one year from the date of its
execution only so long as such continuance is specifically approved at least
annually by the Board of Trustees of the Trust, including the independent
Trustees, cast in person at a meeting called for the purpose of voting on such
continuance.
8. Preservation of Materials. The Trust will preserve copies of the
Plan, any agreements relating to the Plan and any report made pursuant to
Section 5 above, for a period of not less than six years (the first two years in
an easily accessible place) from the date of the Plan, agreement or report.
9. Meanings of Certain Terms. As used in the Plan, the terms
"interested person" and "majority of the outstanding voting securities" will be
deemed to have the same meaning that those terms have under the Act and the
rules and regulations under the Act, subject to any exemption that may be
granted to the Trust under the Act by the Securities and Exchange Commission.
This Plan and the terms and provisions thereof are hereby accepted and
agreed to by the Trust and Advisor, as distribution coordinator, as evidenced by
their execution hereof, as of this __th day of _____1998.
ROCHDALE INVESTMENT TRUST
By:
Title: ___________________________________________
ROCHDALE INVESTMENT MANAGEMENT INC.
as Distributor and Distribution Coordinator
By:
Title: ___________________________________________
ROCHDALE INVESTMENT TRUST
EXHIBIT A TO SHARE MARKETING PLAN
The following Series of Rochdale Investment Trust have adopted the
Share Marketing Plan:
Rochdale Foundation Fund _____________, 1998
Rochdale International Opportunity Fund _____________, 1998
Share Marketing Agreement
EXHIBIT ONLY
___________________________________
___________________________________
___________________________________
___________________________________
Ladies and Gentlemen:
This Share Marketing Agreement has been adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended (the "Company Act"), by
Rochdale Investment Trust, a Delaware business Trust (the "Trust"), on behalf of
various series of the Trust (each series, a "Fund"), as governed by the terms of
a Share Marketing Plan (Rule 12b-1 Plan) (the "Plan").
The Plan has been approved by a majority of the Trustees who are not
interested persons of the Trust or the Fund and who have no direct or indirect
financial interest in the operation of the Plan (the "independent Trustees"),
cast in person at a meeting called for the purpose of voting on such Plan. Such
approval included a determination that in the exercise of the reasonable
business judgment of the Board of Trustees and in light of the Trustees'
fiduciary duties, there is a reasonable likelihood that the Plan will benefit
the Fund and its shareholders.
1. To the extent you provide eligible shareholder services of the
type identified in the Plan to the Fund identified in the attached Schedule (the
"Schedule"), we shall pay you a monthly fee based on the average net asset value
of Fund shares during any month which are attributable to customers of your
firm, at the rate set forth on the Schedule.
2. In no event may the aggregate annual fee paid to you pursuant to
the Schedule exceed ____ percent of the value of the net assets of the Fund held
in your customers' accounts which are eligible for payment pursuant to this
Agreement (determined in the same manner as the Fund uses to compute its net
assets as set forth in its then effective Prospectus), without approval by a
majority of the outstanding shares of the Fund.
3. You shall furnish us and the Trust with such information as shall
reasonably be requested by the Trust's Board of Trustees with respect to the
services performed by you and the fees paid to you pursuant to the Schedule.
4. We shall furnish to the Board of Trustees of the Trust, for its
review, on a quarterly basis, a written report of the amounts expended under the
Plan by us with respect to the Fund and the purposes for which such expenditures
were made.
5. You agree to make shares of the Fund available only (a) to your
customers or entities that you service at the net asset value per share next
determined after receipt of the relevant purchase instruction or (b) to each
such Fund itself at the redemption price for shares, as described in the Fund'ss
then-effective Prospectus.
6. No person is authorized to make any representations concerning
the Fund or shares of the Fund except those contained in the Fund'ss
then-effective Prospectus or Statement of Additional Information and any such
information as may be released by the Fund as information supplemental to such
Prospectus or Statement of Additional Information.
7. Additional copies of each such Prospectus or Statement of
Additional Information and any printed information issued as supplemental to
each such Prospectus or Statement of Additional Information will be supplied by
the Fund to you in reasonable quantities upon request.
8. In no transaction shall you have any authority whatever to act as
agent of the Fund and nothing in this Agreement shall constitute you or the Fund
the agent of the other. You are not authorized to act as an underwriter of
shares of the Fund or as a dealer in shares of the Fund.
9. All communications to the Fund shall be sent to: [
], Rochdale Investment Management Inc., 570 Lexington Ave., New York, NY 10022 .
Any notice to you shall be duly given if mailed or telegraphed to you at your
address as indicated in this Agreement.
10. This Agreement may be terminated by us or by you, by the vote of
a majority of the Trustees of the Trust who are independent Trustees, or by a
vote of a majority of the outstanding shares of the Fund, on sixty (60) days'
written notice, all without payment of any penalty. It shall also be terminated
automatically by any act that terminates the Plan.
11. The provisions of the Plan between the Trust and us, insofar as
they relate to you, are incorporated herein by reference.
This Agreement shall take effect on the date indicated below, and the
terms and provisions thereof are hereby accepted and agreed to by us as
evidenced by our execution hereof.
ROCHDALE INVESTMENT MANAGEMENT INC.
Advisor and Distribution Coordinator
By: EXHIBIT ONLY
Authorized Officer
Dated: ________________________
Agreed and Accepted:
____________________________
(Name)
By: ________________________
(Authorized Officer)
SCHEDULE TO SHARE MARKETING AGREEMENT
BETWEEN _____________________.
AND
ROCHDALE INVESTMENT MANAGEMENT INC.
as distribution coordinator
Pursuant to the provisions of the Share Marketing Agreement between
the above parties with respect to Rochdale Investment Management Inc. as
Distribution Coordinator, shall pay a monthly fee to the above-named party based
on the average net asset value of shares of the Fund during the previous
calendar month the sales of which are attributable to the above-named party, as
follows:
Fund
Fee
