UNION BANK OF CALIFORNIA GLOBAL CUSTODY
CUSTODIAN AGREEMENT
(FOREIGN AND DOMESTIC SECURITIES)
This Custodian Agreement is made by Rochdale Investment Trust ("Trust"), an
open-end, management, series investment company registered under the Act (as
herein defined) and UNION BANK OF CALIFORNIA, N.A. ("Custodian"). Trust desires
that Custodian hold and administer on behalf of Trust certain Securities (as
herein defined). Trust intends that this Agreement be applicable to certain
series of Trust as described on Appendix B to this Agreement, as may be amended
from time to time as mutually agreed upon by the parties (each a "Fund").
Custodian is willing to do so on the terms and conditions set forth in this
Agreement. Accordingly, Trust and Custodian agree as follows:
1. Definitions. Certain terms used in this Agreement are defined as follows:
1.1 "Account" means, collectively, each account maintained by Custodian
pursuant to Paragraph 3 of this Agreement.
1.2 "Act" means the Investment Company Act of 1940, and the rules and
regulations thereunder, all as amended from time to time by the U.S. Securities
and Exchange Commission ("SEC").
1.3 "Appointed Person" means the individual(s) designated by Trust to
initiate funds transfer instructions to Custodian in accordance with Paragraph
16 of this Agreement.
1.4 "Board" means the Board of Trustees or Board of Directors of Trust.
1.5 "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, 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.
1.6 "Eligible Foreign Custodian" ("Sub-Custodian", or collectively
"Sub-Custodians") has the meaning set forth in section (a)(1) of Rule I 7f-5 of
the Act or that has otherwise been made exempt pursuant to an SEC exemptive
order.
1.7 "Eligible Securities Depository", ("Depository", or collectively
"Depositories") has the meaning set forth in section (b)(1) of Rule 17f-7 of the
Act or that has otherwise been made exempt pursuant to an SEC exemptive order.
1.8 "Emerging Market" means each market so identified on Appendix A
attached hereto.
1.9 "Foreign Custody Manager" has the meaning set forth in section (a)(3)
of Rule 1 7f-5 of the Act.
1.10 "Foreign Market" means each market so identified on Appendix A
attached hereto.
1.11 "Investment Manager" means an investment advisor or manager identified
by Trust in a written notice to Custodian as having the authority to direct
Custodian regarding the management, acquisition, or disposition of Securities of
any Fund.
1.12 "Rule 17f-5" meansss.270.17(0-5 of the Act, as amended from time to
time.
1.13 "Rule 17f-7" meansss.270.17(0-7 of the Act, as amended from time to
time.
1.14 "Securities" means domestic or foreign securities or both within the
meaning of ss.2(a)(36) of the Act and regulations issued by the SEC under
ss.270.17(f) of the Act, 17 C.F.R. 270.17f-5(c)(1), as amended, which are held
by Custodian in the Account, and shall include cash of any currency or other
property of Trust and all income and proceeds of sale of such securities or
other property of Trust.
2. Representations
2.1 Trust represents that with respect to any Account established by Trust
to hold Securities, Trust is authorized to enter into this Agreement and to
retain Custodian on the terms and conditions and for the purposes described
herein.
2.2 Custodian represents that it (i) is organized under the laws of the
United States and has its Trust place of business in the United States; (ii) is
a bank within the meaning of ss.202(a)(2) of the Investment Advisers Act of 1940
and ss.2(a)(5) of the Act, as amended; and (iii) has equity capital in excess of
$1 million.
3. Establishment of Accounts. Trust hereby establishes with Custodian, and may
in the future establish, one or more Accounts in the name of the Trust, on
behalf of a Fund. Any Account so established shall consist of Securities
delivered to and receipted for by Custodian or by any Sub-Custodian. Custodian,
in its sole discretion, may reasonably refuse to accept any property now or
hereafter delivered to it for inclusion in the Account. Trust shall be notified
promptly of such refusal and any such property shall be immediately returned to
Trust.
4. Custody. Subject to the terms of this Agreement, Custodian shall be
responsible for the safekeeping and custody of Securities. Custodian may (i)
retain possession of all or any portion of Securities, including possession in a
foreign branch or other office of Custodian; or (ii) retain, in accordance with
Paragraph 5 of this Agreement, one or more Sub-Custodians to hold all or any
portion of the Securities. Custodian and any Sub-Custodian may, in accordance
with Paragraph 6 of this Agreement, deposit definitive or book-entry Securities
with one or more Depositories.
4.1 If Custodian retains possession of Securities, Custodian shall ensure
the Securities are at all times properly identified as being held for the
appropriate Account. Custodian shall segregate physically the Securities from
other securities or property held by Custodian. Custodian shall not be required
to segregate physically the Securities from other securities or property held by
Custodian for third parties as Custodian, but Custodian shall maintain adequate
records showing the true ownership of the Securities.
4.2 If Custodian deposits Securities with a Sub-Custodian, Custodian shall
maintain adequate records showing the identity and location of the
Sub-Custodian, the Securities held by the Sub-Custodian, and each Account to
which such Securities belong.
4.3 If Custodian or any Sub-Custodian deposits Securities with a
Depository, Custodian shall maintain, or shall cause the Sub-Custodian to
maintain, adequate records showing the identity and location of the Depository,
the Securities held by the Depository, and each Account to which such Securities
belong.
4.4 If Trust directs Custodian to deliver certificates or other physical
evidence of ownership of Securities to any broker or other party, other than a
Sub-Custodian or Depository employed by Custodian for purposes of maintaining
the Account, Custodian's sole responsibility shall be to exercise care and
diligence in effecting the delivery as instructed by Trust. Upon completion of
the delivery, Custodian shall be discharged completely of any further liability
or responsibility with respect to the safekeeping and custody of Securities so
delivered.
4.5 Custodian shall ensure that (i) the Securities will not be subject to
any right, charge, security interest, lien, or claim of any kind in favor of
Custodian or any Sub-Custodian except for Custodian's expenses relating to the
Securities' safe custody or administration; and (ii) the beneficial ownership of
the Securities will be freely transferable without the payment of money or value
other than for safe custody or administration.
4.6 Trust or its designee, shall have reasonable access upon reasonable
notice during regular business hours to the books and records, or shall be given
confirmation of the contents of the books and records, maintained by Custodian
or any Sub-Custodian holding Securities hereunder to verify the accuracy of such
books and records. Custodian shall notify Trust promptly of any applicable law
or regulation in any country where Securities are held that would restrict such
access or confirmation.
5. Sub-Custodians: Custodian as Foreign Custody Manager. Trust, by resolution
adopted by its Board, hereby delegates to the Custodian, subject to section (b)
of Rule 17f-5, the responsibilities set forth below with respect to Securities
of the Fund held outside the United States ("Foreign Assets"), and the Custodian
hereby accepts such delegation as the Foreign Custody Manager with respect to
the Fund.
5.1 Scope of Delegated Responsibilities:
5.1.1 Selection of Eligible Foreign Custodians. Subject to the provisions
of this Paragraph 5, the Foreign Custody Manager may place and maintain Foreign
Assets in the care of the Eligible Foreign Custodian selected by the Foreign
Custody Manager, the Foreign Custody Manager shall have determined that the
Foreign Assets will be subject to reasonable care, based on the standards
applicable to custodians in the market in which the Foreign Assets will be held
by that Eligible Foreign Custodian, after considering factors relevant to the
safekeeping of such assets, including, without limitation the factors specified
in section (c)(1) of Rule 17f-5.
5.1.2 Contracts with Eligible Foreign Custodians. The Foreign Custody
Manager shall determine that the contract governing the foreign custody
arrangements with each Eligible Foreign Custodian selected by the Foreign
Custody Manager will satisfy the requirements of section (c)(2) of Rule I 17f-5.
5.1.3 Monitoring. In each case where the Foreign Custody Manager maintains
Foreign Assets with an Eligible Foreign Custodian selected by the Foreign
Custody Manager, the Foreign Custody Manager shall have established a system to
monitor the appropriateness of maintaining the Foreign Assets with such Eligible
Foreign Custodian and the contract governing the custody arrangements
established by the Foreign Custody Manager with the Eligible Foreign Custodian.
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 promptly, and
shall withdraw the assets of the Trust from such institution as soon as
reasonably practicable, all in accordance with Subparagraph 5.3 below.
5.2 Guidelines for the Exercise of Delegated Authority. In performing its
duties under this Section 5, Custodian shall not be deemed to have supervised,
recommended or advised the trust or any Fund relative to the investment,
purchase, sale, retention or disposition of any assets in any country, including
with respect to Country Risk. Custodian shall, however, provide to the Fund (or
its Investment Manager) periodic market reports with respect to securities
settlement and registration, taxation, depositories, each foreign country's
securities regulatory environment, foreign ownership restrictions, or foreign
exchange practices. Trust hereby acknowledges that (i) such information is
solely designed to inform the Fund (or its Investment Manager) of market
conditions and procedures and is not intended to be considered comprehensive or
as a recommendation to invest or not invest in particular markets; and (ii)
Custodian is not the primary source of the information and has gathered the
information from sources it considers reliable, but that Custodian shall have no
responsibility for inaccuracies or incomplete information.
5.3 Reporting Requirements. The Foreign Custody Manager shall report the
withdrawal of Foreign Assets from an Eligible Foreign Custodian and the
placement of such Foreign Assets with another Eligible Foreign Custodian by
providing to the Board an amended Appendix A at the end of the calendar quarter
in which an amendment to such Appendix has occurred. The Foreign Custody Manager
shall make written reports promptly notifying the Board of any other material
change in the foreign custody arrangements of the Fund or at such other times as
the Board deems reasonable and appropriate.
5.4 Standard of Care as Foreign Custody Manager. In performing its
delegated responsibilities, 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.
5.5 Representations with respect to Rule 17f-5. The Foreign Custody Manager
represents to Trust that it is a U.S. Bank as defined in section (a)(7) of Rule
17f-5. Trust represents to the Custodian that it is authorized to appoint
Custodian as its Foreign Custody Manager in the manner contemplated by Rule
17f-5.
6. Depositories: Compliance with Rule 17f-7. Custodian shall provide an analysis
of the custody risks associated with maintaining Trust's Foreign Assets with
each Eligible Securities Depository used by Custodian prior to the initial
placement of Trust's Foreign Assets at such Depository and at which any Foreign
Assets of Trust are held or are expected to be held. Custodian shall monitor the
custody risks associated with maintaining Trust's Foreign Assets at each such
Eligible Securities Depository on a continuing basis and shall promptly notify
the Trust or its Investment Manager of any material changes in such risks.
Custodian shall exercise reasonable care, prudence and diligence in performing
the requirements set forth in this Paragraph. Based on the information available
to it in the exercise of diligence, Custodian shall determine the eligibility
under Rule 17f-7 of each Depository before including it on Appendix A hereto and
shall promptly advise Trust if any Eligible Securities Depository ceases to be
eligible. In performing its duties under this Section 6, Custodian shall not be
deemed to have supervised, recommended or advised the trust or any Fund relative
to the investment, purchase, sale, retention or disposition of any assets in any
particular country, including with respect to Country Risk as is incurred by
placing and maintaining Foreign Assets in each country in which each such
Eligible Securities Depository operates.
7. Registration. Subject to any specific instructions from Trust, Custodian
shall hold or cause to be held all Securities in the name of (i) Trust, or (ii)
Custodian, or any Sub-Custodian pursuant to Paragraph 5 or Depository pursuant
to Paragraph 6 of this Agreement, or in the name of a nominee of any of them, as
Custodian shall determine to be appropriate under the circumstances.
8. Transactions. Trust or any Investment Manager from time to time may instruct
Custodian (which in turn shall be responsible for giving appropriate
instructions to any Sub-Custodian or Depository) regarding the purchase or sale
of Securities in accordance with this Paragraph 8.
8.1 Custodian shall effect and account for each Securities and currency
sale on the date such transaction actually settles; provided, however, that
Trust may in its sole discretion direct Custodian, in such manner as shall be
acceptable to Custodian, to account for Securities and currency purchases and
sales on contractual settlement date, regardless of whether settlement of such
transactions actually occurs on contractual settlement date. Trust may, from
time to time, direct Custodian to change the accounting method employed by
Custodian in a written notice delivered to Custodian at least thirty (30) days
prior to the date a change in accounting method shall become effective.
8.2 Custodian shall effect purchases by charging the Account with the
amount necessary to make the purchase and effecting payment to the seller or
broker for the securities or other property purchased. Custodian shall have no
liability of any kind to any person, including Trust, except in the case of
negligent or intentional tortuous acts, or willful misconduct, if the Custodian
effects payment on behalf of Trust, and the seller or broker fails to deliver
the securities or other property purchased. Custodian shall exercise such
ordinary care and diligence as would be employed by a reasonably prudent
custodian and due diligence in examining and verifying the certificates or other
indicia of ownership of the property purchased before accepting them.
8.3 Custodian shall effect sales by delivering certificates or other
indicia of ownership of the Property, and, as instructed, shall receive cash for
such sales. Custodian shall have no liability of any kind to any person,
including Trust, if Custodian exercises due diligence and delivers such
certificates or indicia of ownership and the purchaser or broker fails to effect
payment.
8.4 If a purchase or sale is effected through a Depository, Custodian shall
exercise such ordinary care and diligence as would be employed by a reasonably
prudent custodian and due diligence in verifying proper consummation of the
transaction by the Depository.
8.5 Trust or, where applicable, Investment Manager, is responsible for
ensuring that Custodian receives timely instructions and/or funds to enable
Custodian to effect settlement of any purchase or sale of Securities or Currency
Transactions. If Custodian does not receive such timely instructions or funds,
Custodian shall have no liability of any kind to any person, including Trust,
for failing to effect settlement. However, Custodian shall use reasonable
efforts to effect settlement as soon as possible after receipt of appropriate
instructions. Trust shall be liable for interest compensation and/or Trust
amounts to Custodian and/or its counterparty for failure to deliver instructions
or funds in a timely manner to effect settlements of foreign exchange funds
movement.
8.6 At the direction of Trust or the Investment Manager, as the case may
be, Custodian shall convert currency in the Account to other currencies through
customary channels including, without limitation, Custodian or any of its
affiliates, as shall be necessary to effect any transaction directed by Trust or
the Investment Manager. Trust or the Investment Manager, as the case may be,
acknowledges that (i) the foreign currency exchange department is a part of
Custodian or one of its affiliates or subsidiaries; (ii) the Account is not
obligated to effect foreign currency exchange with Custodian; (iii) Custodian
will receive benefits for such foreign currency transactions which are in
addition to the compensation which Custodian receives for administering the
Account; and (iv) Custodian will make available the relevant data so that Trust
or the Investment Manager, as the case may be, can determine that the foreign
currency exchange transactions are as favorable to the Account as terms
generally available in arm's length transactions between unrelated parties.
8.7 Custodian shall have no responsibility to manage or recommend
investments of the Account or to initiate any purchase, sale, or other
investment transaction in the absence of instructions from Trust or, where
applicable, an Investment Manager.
9. Market Transactions: Settlement Dates. Custodian has identified certain
Foreign Markets and certain Emerging Markets in Appendix A of this Agreement,
which Custodian may amend in writing to Trust from time to time.
9.1 Trust agrees that all settlements of Securities transactions shall be
transacted in accordance with the local laws, customs, market practices and
procedures to which Sub-Custodians and Depositories are subject in each Foreign
and Emerging Market.
9.2 Notwithstanding the foregoing Paragraph 8, Trust understands and agrees
that settlement of Securities transactions is available only on an actual
settlement date basis in certain Emerging Markets, which are identified in
Appendix A, and as may be amended by Custodian in writing to Trust from time to
time.
9.2.1 For Emerging Markets with actual settlement dates, cash of any
currency deposited or delivered to the Account shall be available for use by
Trust or Investment Manager only on the actual business day on which funds of
good value are available to Sub-Custodian in the Account.
9.2.2 For Emerging Markets with actual settlement dates, Securities
deposited or delivered to the Account shall be available for use by Trust or
Investment Manager only on the actual business day on which such Securities are
held in the nominee name or are otherwise subject to the control of, and in a
form for good delivery by, the Sub-Custodian.
10. Capital Changes: Income.
10.1 Custodian may, without further instructions from Trust or any
Investment Manager, exchange temporary certificates and may surrender and
exchange Securities for other securities in connection with any reorganization,
recapitalization, or similar transaction in which the owner of the Securities is
not given an option. Custodian has no responsibility to effect any such exchange
unless it has received actual notice of the event permitting or requiring such
exchange at its office designated in Paragraph 17 of this Agreement or at the
office of its designated agents.
10.2 Custodian, or its designated agents, are authorized, as Trust's agent,
to surrender against payment maturing obligations and obligations called for
redemption, and to collect and receive payments of interest and Trust,
dividends, warrants, and other things of value in connection with Securities.
Except as otherwise provided in Subparagraph 18.4 of this Agreement, Custodian
or its designated agents shall not be obligated to enforce collection of any
item by legal process or other means.
10.3 Custodian or its designated agents are authorized to sign for Trust
all declarations, affidavits, certificates, or other documents that may be
required to collect or receive payments or distributions with respect to
Securities. Custodian or its designated agents are authorized to disclose,
without further consent of Trust, Trust's identity to issuers of Securities, or
the agents of such issuers, who may request such disclosure.
11. Notices re: Account Securities. Custodian shall notify Trust or, where
applicable, the Investment Manager, of any reorganization, recapitalization, or
similar transaction not covered by Paragraph 10, and any subscription rights,
proxies, and other shareholder information pertaining to the Securities actual
notice of which is received by Custodian at its office designated in Paragraph
17 of this Agreement or at the offices of its designated agents. Custodian's
sole responsibility in this regard shall be to give such notices to Trust or the
Investment Manager, as the case may be, within a reasonable time after Custodian
receives them, and Custodian shall not otherwise be responsible for the
timeliness of such notices. Custodian has no responsibility to respond or
otherwise act with respect to any such notice unless and until Custodian has
received appropriate instructions from Trust or the Investment Manager.
12. Taxes. Custodian shall pay or cause to be paid from the Account all taxes
and levies in the nature of taxes imposed on the Account or the Securities
thereof by any country. Custodian will use its best efforts to give the
Investment Manager advance written notice of the imposition of such taxes.
However, Custodian shall use reasonable efforts to obtain refunds of taxes
withheld on Securities or the income thereof that are available under applicable
tax laws, treaties, and regulations.
13. Cash. Trust may from time to time, direct Custodian to hold Account cash in
The HighMarksM Group of mutual funds or in any investment company for which
Custodian or its affiliates or subsidiaries, acts as investment advisor or
custodian, or provides other services. Trust shall designate the particular
HighMark fund or such other above-mentioned fund that Trust deems appropriate
for the Account. Trust or an Investment Manager, where applicable, acknowledges
that Custodian will receive fees for such services which will be in addition to
those fees charged by Custodian as agent for the Account.
14. Reports. Custodian shall give written reports to Trust showing (i) each
transaction involving Securities effected by or reported to Custodian; (ii) the
identity and location of Securities held by Custodian as of the date of the
report; (iii) any transfer of location of Securities not otherwise reported; and
(iv) such other information as shall be agreed upon by Trust and Custodian.
Unless otherwise agreed upon by Trust and Custodian, Custodian shall provide the
reports described in this Paragraph 14 on a monthly basis.
15. Instructions from Trust.
15.1 Trust shall certify or cause to be certified to Custodian in writing
the names and specimen signatures of all persons authorized to give
instructions, notices, or other communications on behalf of Trust or any
Investment Manager. Such certification shall remain effective until Custodian
receives notice to the contrary.
15.2 Trust or authorized Investment Manager, as the case may be, may give
instruction, notice, or other communication called for by this Agreement to
Custodian in writing, or by telecopy, telex, telegram, or other form of
electronic communication acceptable to Custodian. Unless otherwise expressly
provided, all Instructions shall continue in full force and effect until
canceled or superseded. Trust or Investment Manager may give and Custodian may
accept oral instructions on an exception basis; provided, however, that Trust or
Investment Manager shall promptly confirm any oral communications in writing or
by telecopy or other means permitted hereunder. Trust will hold Custodian
harmless for the failure of Trust or Investment Manager to send confirmation in
writing, the failure of such confirmation to conform to the telephone
instructions received or Custodian's failure to produce such confirmation at any
subsequent time. Custodian may electronically record any instruction given by
telephone, and any other telephone discussions with respect to the Custody
Account.
15.3 All such communications shall be deemed effective upon receipt by
Custodian at its address specified in Paragraph 17 of this Agreement, as amended
from time to time. Custodian without liability may rely upon and act in
accordance with any instruction that Custodian using ordinary care believes has
been given by Trust or an Investment Manager.
15.4 Custodian may at any time request instructions from Trust and may
await such instructions without incurring liability. Custodian has no obligation
to act in the absence of such requested instructions, but may, however, without
liability take such action as it deems appropriate to carry out the purposes of
this Agreement.
16. Funds Transfer Instructions.
16.1 Trust authorizes Custodian to act upon instructions for the transfer
of funds from the Account to any other account(s) of Trust or to any third party
when such instructions are received from Trust or Trust's Appointed Persons and
which have been authenticated by Custodian in accordance with the securities
procedures agreed to by Trust as set forth in Subparagraph 16.2 hereof.
16.2 Trust agrees to the security procedure(s) offered by Custodian to
authenticate, amend, and request cancellation of funds transfer instructions as
set forth below. If a funds transfer instruction received by Custodian purports
to have been transmitted or authorized by Trust, it will be deemed effective as
Trust's instruction if Custodian followed the security procedure(s) set forth
below:
16.2.1 Authenticated Electronic Instruction. Funds transfer instructions
received by Custodian via secured electronic systems, e.g., Telex, Swift, etc.
carry the same force as if Trust or the Appointed Person gave such instruction
directly.
16.2.2 Standing Instruction for Funds Transfers. If Trust instructs
Custodian in writing to initiate funds transfers to any account(s) of Trust or
to any designated third party beneficiary under standing instructions, Custodian
will perform no call-back for such Custodian initiated funds transfers.
16.2.3 Repetitive Funds Transfers. Repetitive funds transfers may be
initiated via facsimile by Trust or Appointed Person after Custodian has
performed an initial call back to a different Appointed Person to verify the
repetitive transfer information. Upon receiving each funds transfer request,
Custodian will verify that the individual whose signature appears on the funds
transfer request is an Appointed Person, and that the repetitive payment
destination matches the beneficiary data on the initial authorization.
16.2.4 Non-Repetitive Funds Transfers. Non-repetitive funds transfers may
be initiated via facsimile by Trust or Appointed Person after Custodian has
performed a call back to a different Appointed Person and has verified that the
individual whose signature appears on the funds transfer request is an Appointed
Person. If Trust selects this security procedure for non-repetitive funds
transfers, Trust acknowledges that Trust may assume a greater risk of
unauthorized transfers than with the other procedures offered by Custodian.
16.3 Custodian will use its best efforts to execute each properly
authorized funds transfer instructions on the day of receipt if Custodian
receives the instruction and is able to authenticate it before Custodian's
cut-off time, and the day of receipt is a funds transfer business day for
Custodian and the transmission facility selected. Custodian may change its
cutoff time without prior notice to Trust.
16.4 Custodian at its sole discretion may reject any funds transfer
instruction which (i) exceeds the collected and available funds on deposit in
the Account; (ii) is not authenticated to Custodian's satisfaction or which
Custodian believes may not be authorized by Trust; (iii) contains incorrect,
inconsistent, ambiguous, or missing information; (iv) involves funds which are
subject to a lien, security interest, claim, hold, dispute, or legal process
prohibiting withdrawal. Custodian shall incur no liability to Trust for any loss
occasioned by Custodian's refusal, with or without notice to Trust, to honor any
funds transfer instructions.
16.5 If there are insufficient available funds in the Account to cover
Trust's obligations under this Agreement, Custodian may at is sole discretion
choose to complete funds transfers initiated by Trust, and Trust agrees to
immediately repay Custodian the amount of any overdraft created thereby plus any
overdraft charges imposed in connection therewith, without notice or demand to
Trust.
16.6 If Trust's transfer instructions identifies the beneficiary, the
beneficiary's bank, or an intermediary bank by name and an account or other
identifying number, Custodian and subsequent parties to the funds transfer may
act solely on the basis of such number, even if the name and number do not
agree.
16.7 Trust shall have no right to cancel or amend a funds transfer
instruction after its receipt by Custodian. However, Custodian shall use
reasonable efforts to act on a request by Trust to cancel or amend an
instruction prior to executing it, but shall have no liability if cancellation
or amendment is not effected.
16.8 Except as otherwise required by the California Commercial Code,
Custodian shall not be responsible for any loss or liability arising in
connection with this Paragraph 16 from (i) any inaccuracy, act or failure to act
on the part of any person not within Custodian's reasonable control, including,
without limitation, the failure of other financial institutions to provide
accurate or timely information to Custodian or Trust; (ii) the failure of other
financial institutions to accept payment orders; (iii) Trust's negligence or
breach of this Agreement; (iv) any ambiguity or inaccuracy in any instruction or
in the information set forth in this Agreement given to Custodian by Trust; or
(v) any error, failure or delay in execution of any funds transfer instruction,
or cancellation or amendment, including without limitation, any inoperability of
computer or communication facilities, or other circumstances beyond Custodian's
reasonable control. Provided that Custodian has complied with this Paragraph 16,
Trust agrees to indemnify and hold Custodian and its directors, officers,
employees, agents and attorneys harmless against any claim of any third party
arising from or in connection with this Agreement or Custodian's performance of
funds transfer services for Trust. Trust agrees to take any and all reasonable
actions to mitigate any potential or actual Custodian loss or liability under
this Paragraph 16.
17. Addresses. Until further notice from either party, all communications called
for under this Agreement shall be addressed as follows:
If to Trust:
Rochdale Investment Trust
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xx. Xxxxxx Xxxxxxxxx, Senior Manager, Client Administration
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
If to Custodian:
UNION BANK OF CALIFORNIA, NATIONAL ASSOCIATION
Union Bank of California Global Custody
Attn: Xx. Xxxx X. Xxxxxxx, Senior Vice President
000 Xxxxxxx Xxxxxx, ___ Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Telex (Answerback): 21 5748/MBCTD UR
18. Custodian's Responsibilities and Liabilities:
18.1 Custodian's duties and responsibilities shall be limited to those
expressly set forth in this Agreement, or as otherwise agreed by Custodian in
writing. In carrying out its responsibilities, Custodian shall exercise no less
than the same degree of care and diligence it usually exercises with respect to
similar property of its own.
18.2 Custodian (i) shall not be required to maintain any special insurance
for the benefit of Trust; and (ii) shall not be liable or responsible for any
loss, damage, expense, failure to perform or delay caused by accidents, strikes,
tire, flood, war, riot, electrical or mechanical or communication line or
facility failures, acts of third parties (including without limitation any
messenger, telephone or delivery service), acts of God, war, government action,
civil commotion, fire, earthquake, or other casualty or disaster or any other
cause or causes which are beyond Custodian's reasonable control. However,
Custodian shall use reasonable efforts to replace Securities lost or damaged due
to such causes with securities of the same class and issue with all rights and
privileges pertaining thereto. Custodian shall be liable to Trust for any loss
which shall occur as the result of the failure of a Sub-Custodian to exercise
reasonable care with respect to the safekeeping of assets to the same extent
that Custodian would be liable to Trust if Custodian were holding such
securities and cash in its own premises. In all cases, Custodian's liability for
any act or failure to act under this Agreement shall be limited to the resulting
direct loss, if any, of Trust. Under no circumstances shall Custodian be liable
for any consequential, indirect, punitive, or special damage which Trust may
incur or suffer in connection with this Agreement.
18.3 The parties intend that Custodian shall not be considered a fiduciary
of the Account. Accordingly, Custodian shall have no power to make decisions
regarding any policy, interpretation, practice, or procedure with respect to the
Account, but shall perform the ministerial and administrative functions
described in this Agreement as provided herein and within the framework of
policies, interpretations, rules, practices, and procedures made by Trust or an
Investment Manager, where applicable, as the same shall be reflected in
instructions to Custodian from Trust or any Investment Manager.
18.4 Custodian shall not be required to appear in or defend any legal
proceedings with respect to the Account or the Securities unless Custodian has
been indemnified to its reasonable satisfaction against loss and expense
(including reasonable attorneys' fees).
18.5 With respect to legal proceedings referred to in Subparagraph 18.4 of
this agreement, Custodian may consult with counsel acceptable to it after
written notification to Trust concerning its duties and responsibilities under
this Agreement, and shall not be liable for any action taken or not taken in
good faith on the advice of such counsel.
19. Indemnities.
19.1 Trust hereby agrees to indemnify Custodian against all liability,
claims, demands, damages, losses, and costs, including reasonable attorneys'
fees and expenses of legal proceedings, resulting from Custodian's compliance
with instructions from Trust or any Investment Manager and the terms of this
Agreement, except where Custodian has acted with negligence or willful
misconduct, or in the case of Custodian's duties under Sections 5 and 6,
respectively, where Custodian has failed to act in accordance with the standard
articulated in Section 5.4 and Section 6, respectively.
19.2 Custodian's right to indemnity under Subparagraph 19.1 of this
Agreement shall survive the termination of this Agreement.
20. Compensation: Expenses. Trust shall reimburse Custodian for all reasonable
out-of-pocket expenses and processing costs incurred by Custodian in the
administration of the Account including, without limitation, reasonable counsel
fees incurred by Custodian pursuant to Subparagraph 18.5 of this Agreement.
Trust also shall pay Custodian reasonable compensation for its services
hereunder as specified in Appendix B. Custodian shall be entitled to withdraw
such expenses or compensation from the Account if Trust fails to pay the same to
Custodian within 45 days after Custodian has sent an appropriate billing to
Trust; provided, however, that Custodian will give Trust ten (10) days prior
written notice before withdrawing such funds.
21. Amendment: Termination. This Agreement may be amended at any time by a
written instrument signed by the parties. Either party may terminate this
Agreement and the Account upon 90 days' written notice to the other unless the
parties agree on a different time period. Upon such termination, Custodian shall
deliver or cause to be delivered the Securities, less any amounts due and owing
to Custodian under this Agreement, to a successor custodian designated by Trust
or, if a successor custodian has not accepted an appointment by the effective
date of termination of the Account, to Trust. Upon completion of such delivery
Custodian shall be discharged of any further liability or responsibility with
respect to the Securities so delivered.
22. Successors. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their successors in interest. Without consent of the
parties, this agreement cannot be assigned to any third party.
23. Governing Law. The validity, construction, and administration of this
Agreement shall be governed by the applicable laws of the United States from
time to time in force and effect and, to the extent not preempted by such laws
of the United States, by the laws of the State of California.
24. Effective Date. This Agreement shall be effective as of the date appearing
below, and shall supersede any prior or existing agreements between the parties
pertaining to the subject matter hereof.
Date: 6/29/01
TRUST:
/s/ Xxxxxxx X'Xxxxxxxxxx
Title: CEO
UNION BANK OF CALIFORNIA, N.A.:
/s/ Xxxx X. Xxxxxxx
Title: Senior Vice President
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
FOREIGN
COMPULSORY EMERGING SETTLEMENT
COUNTRY/MARKET SUB-CUSTODIAN DEPOSITORY DEPOSITORY MARKET STANDARD
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Australian National Government Debt: The Reserve Bank Yes Foreign Contractual
Australian Information and Transfer System
Bank Corporate and Government Bond:
Austraclear
Equities: Clearing House Electronic
Sub-register System
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Austria Bank Austria Wertpapiersammelbank bei der Yes Foreign Contractual
Oesterreichischi Kontrollbank AG
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Belgium KBC Bank Government Instruments; Banque Yes Foreign Contractual
Nationale de Belgique
Equities and Corporate Debt: Caisse
Interprofessionelle ee Depot et de
Virements de Titres
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Canada Royal Bank of The Canadian Depository for Yes Foreign Contractual
Canada Securities Limited
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Denmark Danske Bank The Danish Securities Centre Yes Foreign Contractual
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Finland Xxxxxx Bank Finnish Central Depository Limited Yes Foreign Contractual
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
France Credit Agricole Euroclear France Yes Foreign Contractual
Indosuez
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Germany Dresdner Bank Clearstream Banking Frankfurt Yes Foreign Contractual
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Hong Kong Standard Government Instruments: Hong Kong Yes Foreign Contractual
Chartered Monetary Authority
Bank Equities and Corporate Debt: Hong
Kong
Securities Clearing Company Limited
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Ireland Allied Irish CREST Yes Foreign Contractual
Bank
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Italy Banca Commerciale Monte Titoli Yes Foreign Contractual
Italiana
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Japan Bank of Tokyo Government Instrument: Bank of Japan No Foreign Contractual
Mitsubishi Equities and Corporate Bonds: Japan
Securities Depository Center
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Netherlands Fortis Bank Nederlands Centraal Instituut voor Yes Foreign Contractual
Giraal
Effectenvekeer B.V.
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
New Zealand National Nominees Reserve Bank of New Zealand Yes Foreign Contractual
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Norway Christiania Bank Verdipapirsentralen Yes Foreign Contractual
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Portugal Banco Comercial Central de Valores Mobiliarios No Foreign Contractual
Portugues
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Singapore Development Bank of Central Depository (PTE) Limited Yes Foreign Contractual
Singapore
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
South Africa Standard Bank of Government and Corporate Debt: The No Foreign Contractual
South Africa Central Depository Limited
Equities: Shares Transactions
Totally Electronic
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Spain Paribas Government Bonds: Bank of Spain Yes Foreign Contractual
Equities and Corporate Debt: Servico
de Compensacion y Liquidacion de
Valores
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Sweden Svenska Vardepapperscentralen Yes Foreign Contractual
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Switzerland UBS AG SegaIntersettle AG No Foreign Contractual
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
United Kingdom HSBC Bank CREST Yes Foreign Contractual
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Argentina Citibank Caja de Valores No Emerging Contractual
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Bangladesh Standard Chartered None No Emerging Actual
Bank
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Brazil Citibank Equities: Camara de Liquidacao e Yes Emerging Actual
Custodia Government Bonds: Sistema
Especial de Liquidacao e Custodia
Other Fixed Income: Camara de
Liquidacao e Custodia
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Chile Citibank Deposito Central de Valores No Emerging Actual
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
China Standard Chartered Shanghai Equities: Shanghai Yes Emerging Actual
Bank Securities
Central Clearing and Registration
Corporation
Shenzhen Equities: Shenzhen
Securities Registrars Company Ltd.
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Colombia Citibank Government Bonds: Deposito Central No Emerging Actual
de Valores
Equities and Other Fixed Income:
Depositor Centralizado de Valores
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Czech Republic Ceskoslovenska Government Bons: Registracni Centrum Yes Emerging Actual
Obchodni Ceske Narodni Banky
Banka Equities and Other Fixed Income:
Stredisko Cennych Papiru
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Egypt Citibank Misr for Clearing, Settlement and Yes Emerging Actual
Depository
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Greece Citibank Equities: Central Securities Yes Emerging Contractual
Depository
Government Instruments: Bank of
Greece
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Hungary Bank Austria Central Depository and Clearing Yes Emerging Actual
House Ltd.
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
India Citibank Government Bonds: The Public Debt Yes Emerging Actual
Office
Equities and Corporate Bonds:
National Securities Depository Ltd.
Equities and Corporate Bonds: Bombay
Stock Exchange Clearing House
Equities and Corporate Bonds:
National Stock Exchange Clearing
House
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Indonesia Standard PT. Kustodian Sentral Efek Indonesia Yes Emerging Actual
Chartered
Bank
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Israel Bank Leumi None No Emerging Actual
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Jordan Citibank None No Emerging Actual
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Korea Standard Korean Securities Depository Yes Emerging Actual
(Republic of) Chartered
Bank
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Malaysia Standard Government Bonds: Bank Nagara Yes Emerging Actual
Chartered Malaysia
Bank Equities and Other Fixed Income:
Malaysian Central Depository
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Mexico Citibank Instituto Para el Deposito de Valores Yes Emerging Contractual
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Morocco Citibank MAROCLEAR No Emerging Actual
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Pakistan Standard Government Instruments: State Bank No Emerging Actual
Chartered of Pakistan
Bank Equities and Other Fixed Income:
Central Depository Company of
Pakistan Ltd.
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Peru Citibank CAVALI Yes Emerging Actual
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Philippines Standard Equities: Philippine Central Yes Emerging Actual
Chartered Depository
Bank Government Bonds: Bangko Sentral ng
Philippines
Other Government Instruments; Bureau
of Treasury
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Poland Bank Handlowy Government Bonds: National Bank of Yes Emerging Actual
Poland
Equities and Other Fixed Income:
National Depository of Securities
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Russia Citibank Government Bonds: Rosvneshtorgbank No Emerging Actual
Equities, GKO's and OFZ's: National
Depository Center
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Slovenia Bank Austria Central Securities Clearing Yes Emerging Actual
Corporation
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Sri Lanka Standard Central Depository System No Emerging Actual
Chartered
Bank
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Taiwan Standard Taiwan Securities Central Depository Yes Emerging Contractual
Chartered Company Ltd.
Bank
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Thailand Standard Thailand Securities Depository No Emerging Actual
Chartered Company Ltd.
Bank
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Turkey Citibank Government Bonds: Central Bank of Yes Emerging Actual
Turkey
Equities and Other Fixed Income:
Instanbul Settlements and Custody
Bank
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
Venezuela Citibank Equities, Corporate and Government No Emerging Actual
Debt: Caja Venezolana de Valores S.A.
-------------- ------------------- -------------------------------------- ---------- -------------- -----------
