SERVICES AGREEMENT
Attachment
B
AGREEMENT
effective as of May 24, 2006 between Rochdale Investment Trust (the "Trust"),
a
Delaware business trust having its principal place of business at 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, and Rochdale Investment Management, LLC
("Rochdale"), a limited liability corporation having its principal place of
business at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000.
WHEREAS,
Rochdale (or its predecessors) have, since the inception of the Trust, served
as
the investment adviser for each of the Trust’s separate investment portfolios
(collectively referred to herein as the "Funds") pursuant to the terms and
conditions of certain investment advisory agreements approved by the Trust’s
Board of Trustees (“Board”) and its shareholders (“Shareholders”) in the manner
contemplated under Section 15 of the Investment Company Act of 1940 (“1940
Act”); and
WHEREAS,
Rochdale’s responsibilities under the terms of such investment advisory
agreements are limited to the provision of day-to-day portfolio management
services and certain related services, all of which are expressly delineated
in
the investment advisory agreement between the Trust and Rochdale, dated August
11 2005; and
WHEREAS,
Rochdale has, from time to time, provided non-investment advisory services
to
the Trust as such services were deemed necessary and appropriate to the
operation of the Trust without additional compensation from the Trust;
and
WHEREAS,
Rochdale and the Trust have mutually agreed that it is appropriate that all
services necessary for the operation of the Trust be the subject to written
agreements in order to ensure effective oversight and operation of the Trust;
NOW,
THEREFORE, in consideration of the covenants hereinafter contained, the Trust
and Rochdale hereby agree as follows:
1.
Retention of Rochdale
The
Trust
hereby retains Rochdale to furnish the Trust and Funds with the services as
set
forth in Article 2 below. Rochdale hereby accepts such appointment to perform
the duties set forth below.
2.
Services. Without limiting the generality of the foregoing, Rochdale shall:
| a) |
Coordinate
the activities of the Funds and of all other service
providers;
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| b) |
Make
available appropriate individuals to serve as executive officers
of the
Trust, upon designation as such by the Board, including a Chief Executive
Officer and Chief Financial
Officer;
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| c) |
Subject
to board approval and as contemplated under Rule 38a-1 of the 1940
Act,
furnish to the Trust the services of an individual qualified to serve
as
the Trust’s Chief Compliance Officer and provide to such individual with
all such staff support and other resources as may be necessary to
such
Chief Compliance Officer in carrying out the duties of such
office;
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| d) |
Perform
such other services for the Trust as may be mutually agreed upon
by the
parties from time to time.
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3.
Allocation of Charges and Expenses
(a)
Rochdale shall furnish at its own expense the executive, supervisory and
clerical personnel necessary to perform its obligations under this Agreement.
Rochdale shall also provide the items which it is obligated to provide under
this Agreement, and shall pay all compensation, if any, of the executive
officers of the Trust and Trustees of the Trust who are affiliated persons
of
Rochdale or any affiliated corporation of Rochdale
(b)
The
Trust assumes and shall pay or cause to be paid all other expenses of the Trust
not otherwise allocated herein, including, without limitation, organization
costs, taxes, expenses for legal and auditing services, the expenses of
preparing (including typesetting), printing and mailing reports, prospectuses,
statements of additional information, proxy solicitation material and notices
to
existing Shareholders, all expenses incurred in connection with issuing and
redeeming shares of any Fund , the costs of custodial services, the cost of
initial and ongoing registration of such shares under Federal and state
securities laws, fees and out-of-pocket expenses of Trustees who are not
affiliated persons of Rochdale, or any person affiliated with Rochdale, (fees
for other "interested Trustees" may be paid by parties other than the Trust),
insurance, interest, brokerage costs, litigation and other extraordinary or
nonrecurring expenses, and all fees and charges of investment advisers.
4.
Compensation
(a)
Service Fee. For the services to be rendered pursuant to this Agreement, the
Trust shall pay annually to Rochdale, on a per-portfolio basis, compensation
as
provided in the Fee Schedule attached to this Agreement as Exhibit
A.
(b)
Survival of Compensation Rights. All rights of compensation under this Agreement
for services performed as of the termination date shall survive the termination
of this Agreement.
5.
Standard of Care; Uncontrollable Events; Limitation of Liability
Rochdale
shall use reasonable professional diligence to ensure the accuracy of all
services performed under this Agreement, but shall not be liable to the Trust
for any action taken or omitted by Rochdale in the absence of bad faith, willful
misfeasance, negligence or reckless disregard by it of its obligations and
duties. The duties of Rochdale shall be confined to those expressly set forth
herein, and no implied duties are assumed by or may be asserted against Rochdale
hereunder.
Rochdale
shall maintain adequate and reliable computer and other equipment necessary
or
appropriate to carry out its obligations under this Agreement. Upon the Trust's
reasonable request, Rochdale shall provide supplemental information concerning
the aspects of its disaster recovery and business continuity plan that are
relevant to the services provided hereunder. Notwithstanding the foregoing
or
any other provision of this Agreement, Rochdale assumes no responsibility
hereunder, and shall not be liable for, any damage, loss of data, delay or
any
other loss whatsoever caused by events beyond its reasonable control. Events
beyond Rochdale's reasonable control include, without limitation, force majeure
events. Force majeure events include natural disasters, actions or decrees
of
governmental bodies, acts of terrorism, and communication lines failures that
are not the fault of either party. In the event of force majeure, computer
or
other equipment failures or other events beyond its reasonable control, Rochdale
shall follow applicable procedures in its disaster recovery and business
continuity plan and use all commercially reasonable efforts to minimize any
service interruption.
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NOTWITHSTANDING
ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL ROCHDALE, ITS
AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR
SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT
OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, EACH OF WHICH IS HEREBY EXCLUDED
BY
AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE
OR
WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
6.
Activities of Rochdale
(a)
The
services of Rochdale rendered to the Trust are not to be deemed to be exclusive.
Rochdale is free to render such services to others and to have other businesses
and interests. It is understood that Trustees, officers, employees and
Shareholders of the Trust are or may be or become interested in Rochdale, as
officers, employees or otherwise and that partners, officers and employees
of
Rochdale and its counsel are or may be or become similarly interested in the
Trust, and that Rochdale may be or become interested in the Trust as a
Shareholder or otherwise.
(b)
Rochdale shall, for all purposes herein, be deemed to be an independent
contractor and, unless otherwise expressly provided or authorized, shall have
no
authority to act for or represent the Trust in any way and shall not be deemed
an agent of the Trust.
7.
Duration of this Agreement
Upon
the
commencement of this Agreement, the Agreement shall be in effect for a period
of
two (2) years, unless terminated sooner as hereinafter provided. This Agreement
shall continue in effect thereafter for additional periods not to exceed one
(1)
year so long as such continuation is approved at least annually by (i) the
Board
of Trustees of the Trust or by the vote of a majority of the outstanding voting
securities of each Fund and (ii) the vote of a majority of the Trustees of
the
Trust who are note parties to this Agreement nor interested persons thereof,
cast in person at a meeting called for the purpose of voting on such approval.
The terms “majority of the outstanding voting securities” and “interested
persons” shall have the meanings as set forth in the 1940 Act.
8.
Termination; No Assignment of Agreement
(a)
This
Agreement may be terminated by the Trust on behalf of one or more Funds at
any
time without payment of any penalty by the Board of Trustees of the Trust or
by
vote of a majority of the outstanding voting securities of such a Fund, upon
sixty (60) days’ written notice to the Rochdale, and by Rochdale upon sixty (60)
days’ written notice to a Fund. In the event of a termination, Rochdale shall
cooperate in the orderly transfer of the Fund’s affairs and, at the request of
the Board of Trustees, transfer any and all books and records of the Fund
maintained by Rochdale on behalf of the Fund.
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(b)
This
Agreement shall terminate automatically in the event of any transfer or
assignment thereof, as defined in the 1940 Act.
9.
Indemnification
The
Trust
agrees to indemnify and hold harmless Rochdale, its employees, directors, and
officers, from and against any and all claims, demands, actions and suits,
and
from and against any and all judgments, liabilities, losses, damages, costs,
charges, counsel fees and other expenses (including reasonable investigation
expenses) of every nature and character (collectively, "Losses") arising out
of
or in any way relating to Rochdale's actions taken or omissions with respect
to
the performance of services under this Agreement or based, if applicable, upon
reasonable reliance on information, records, instructions or requests given
or
made to Rochdale by the Trust, the distributor, fund accountant, transfer agent
or custodian thereof (in each case, other than Rochdale or its affiliates);
provided that this indemnification shall not apply to actions or omissions
of
Rochdale (or of its affiliates) in cases of its (or their) own bad faith,
willful misfeasance, negligence or reckless disregard by it of its obligations
and duties.
Rochdale
shall indemnify, defend, and hold the Trust harmless from and against any and
all Losses resulting directly and proximately from Rochdale's willful
misfeasance, bad faith or negligence in the performance of its duties, or by
reason of reckless disregard of its obligations and duties hereunder.
10.
Certain Records
Rochdale
shall maintain customary records in connection with its duties as specified
in
this Agreement. Any records required to be maintained and preserved pursuant
to
Rules 31a-1 and 31a-2 under the 1940 Act which are prepared or maintained by
Rochdale on behalf of the Trust shall be prepared and maintained at the expense
of Rochdale, but shall be the property of the Trust and will be surrendered
promptly to the Trust on request, and made available for inspection by the
Trust
or by the SEC at reasonable times. Rochdale may at its option at any time,
and
shall promptly upon the Trust's demand, turn over to the Trust and cease to
retain Rochdale's files, records and documents created and maintained by
Rochdale pursuant to this Agreement which are no longer needed by Rochdale
in
the performance of its services or for its legal protection. If not so turned
over to the Trust, such documents and records shall be retained by Rochdale
for
six years from the year of creation. At the end of such six-year period, such
records and documents shall be turned over to the Trust unless the Trust
authorizes in writing the destruction of such records and documents.
In
case
of any request or demand for the inspection of such records by another party,
Rochdale shall notify the Trust and follow the Trust's instructions as to
permitting or refusing such inspection; provided that Rochdale may exhibit
such
records in any case where (i) disclosure is required by law, (ii) Rochdale
is
advised by counsel that it may incur liability for failure to make a disclosure,
(iii) Rochdale is requested to divulge such information by duly-constituted
authorities or court process, or (iv) Rochdale is requested to make a disclosure
by the Trust. Rochdale shall provide the Trust with advance notice of disclosure
pursuant to items (i) - (iii) of the previous sentence, to the extent reasonably
practicable.
4
11.
Legal
Advice; Reliance on Prospectus and Instructions
Rochdale
may apply to the Trust at any time for instructions and may consult with counsel
for the Trust and with accountants and other experts with respect to any matter
arising in connection with Rochdale’s duties, and Rochdale shall not be liable
nor accountable for any action taken or omitted by it in good faith in
accordance with such instruction or with the opinion of such counsel,
accountants or other experts. Rochdale shall notify the Trust at any time
Rochdale believes that it is in need of the advice of counsel (other than
counsel in the regular employ of Rochdale or any affiliated companies) with
regard to Rochdale's responsibilities and duties pursuant to this Agreement.
After so notifying the Trust, Rochdale, at its discretion, shall be entitled
to
seek, receive and act upon advice of legal counsel of its choosing, such advice
to be at the expense of the Trust unless relating to a matter involving
Rochdale's willful misfeasance, bad faith, negligence or reckless disregard
of
Rochdale's responsibilities and duties. As to the services to be provided
hereunder, Rochdale may rely conclusively upon the terms of the Prospectuses
and
Statement of Additional Information of the Trust relating to the relevant Funds
to the extent that such services are described therein, as well as the minutes
of Board meetings (if applicable) and other records of the Trust unless Rochdale
receives written instructions to the contrary in a timely manner from the Trust.
Also,
Rochdale shall be protected in acting upon any document which it reasonably
believes to be genuine and to have been signed or presented by the proper person
or persons. Rochdale will not be held to have notice of any change of authority
of any officers, employees or agents of the Trust until receipt of written
notice thereof from the Trust.
12.
Notice
Any
notice provided hereunder shall be sufficiently given when sent by registered
or
certified mail to the party required to be served with such notice at the
following address:
If
to the
Trust:
000
Xxxxxxxxx Xxxxxx,
Xxx
Xxxx,
Xxx Xxxx, 00000,
Attn:
Xxxxxxx X’Xxxxxxxxxx, President
If
to
Rochdale,
000
Xxxxxxxxx Xxxxxx,
Xxx
Xxxx,
Xxx Xxxx, 00000;
Attn:
Xxxx Xxxxxxxxxxx, CCO
13.
Governing Law and Matters Relating to the Trust
This
Agreement shall be construed in accordance with the laws of the State of New
York and the applicable provisions of the 1940 Act. To the extent that the
applicable laws of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control. It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the trust
property of the Trust. The execution and delivery of this Agreement have been
authorized by the Trustees, and this Agreement has been signed and delivered
by
an authorized officer of the Trust, acting as such, and neither such
authorization by the Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose
any
liability on them personally, but shall bind only the trust property of the
Trust as provided in the Trust's Declaration of Trust.
5
14.
Representations and Warranties
The
Trust
represents and warrants to Rochdale that this Agreement has been duly authorized
by the Trust and, when executed and delivered by the Trust, will constitute
a
legal, valid and binding obligation of the Trust, enforceable against the Trust
in accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights and
remedies of creditors and secured parties. Rochdale represents and warrants
that: (a) the various procedures and systems which Rochdale has implemented
with
regard to safekeeping from loss or damage attributable to fire, theft or any
other cause of the blank checks, records, and other data of the Trust and
Rochdale's records, data, equipment, facilities and other property used in
the
performance of its obligations hereunder are adequate and that it will make
such
changes therein from time to time as are reasonably required for the secure
performance of its obligations hereunder; and (b) this Agreement has been duly
authorized by Rochdale and, when executed and delivered by Rochdale, will
constitute a legal, valid and binding obligation of Rochdale, enforceable
against Rochdale in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the right and remedies of creditors and secured parties.
15.
Privacy
Nonpublic
personal financial information relating to consumers or customers of the Trust
provided by, or at the direction of the Trust to Rochdale, or collected or
retained by Rochdale in the course of performing its duties shall be considered
confidential information. Rochdale shall not give, sell or in any way transfer
such confidential information to any person or entity, other than affiliates
of
Rochdale except at the direction of the Trust or as required or permitted by
law. Rochdale represents, warrants and agrees that it has in place and will
maintain physical, electronic and procedural safeguards reasonably designed
to
protect the security, confidentiality and integrity of, and to prevent
unauthorized access to or use of records and information relating to consumers
or customers of the Trust. The Trust represents to Rochdale that it has adopted
a Statement of its privacy policies and practices as required by the
Commission's Regulation S-P and agrees to provide Rochdale with a copy of that
statement annually.
16.
Miscellaneous
(a)
Paragraph headings in this Agreement are included for convenience only and
are
not to be used to construe or interpret this Agreement.
(b)
This
Agreement constitutes the complete agreement of the parties hereto as to the
subject matter covered by this Agreement, and supercedes all prior negotiations,
understandings and agreements bearing upon the subject matter covered herein,
including, without limitation, the Advisory Agreement.
(c)
This
Agreement may be executed in counterparts, each of which shall be an original
but all of which, taken together, shall constitute one and the same agreement.
6
(d)
No
amendment to this Agreement shall be valid unless made in writing and executed
by both parties hereto. The parties hereto may amend such procedures as may
be
set forth herein by written agreement as may be appropriate or practical under
the circumstances, and Rochdale may conclusively assume that any special
procedure which has been approved by an executive officer of the Trust (other
than an officer or employee of Rochdale) does not conflict with or violate
any
requirements of the Trust's Declaration of Trust, By-Laws or then-current
prospectuses, or any rule, regulation or requirement of any regulatory body.
(e)
The
terms "interested person" and "affiliated person," when used in this Agreement,
shall have the respective meanings specified in the 1940 Act and the rules
and
regulations thereunder, subject to such exemptions as may be granted by the
Commission.
*
* * *
*
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
as of the day and year first above written.
|
ROCHDALE
INVESTMENT
MANAGEMENT,
L.L.C.
|
|
|
By:
s/ Xxxx
Xxxxxx
|
|
|
Name:
Xxxx
Xxxxxx
|
By:
/s/ Xxxxxxx
X'Xxxxxxxxxx
|
|
Title: Chairman
|
Name: Xxxxxxx
X'Xxxxxxxxxx
|
|
|
Title:
CEO
|
7
EXHIBIT
A
FEE
SCHEDULE FOR SERVICES PROVIDED BY ROCHDALE INVESTMENT
MANAGEMENT,
LLC
The
following fee schedule is based on average annual assets under management (AUM);
fees for services provided pursuant to the terms of the Service Agreement will
be calculated daily and assessed on a per-portfolio basis at the annual rates
set forth below:
| Average Annual AUM | Fee |
| $0-250M | 15bps |
| $250M-500M | 12bps |
| $500M-1B | 10bps |
| Over $1B | 8bps |
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