ROCHDALE INVESTMENT TRUST INVESTMENT ADVISORY AGREEMENT
THIS
INVESTMENT ADVISORY AGREEMENT is made as of the ___ day of ____, 2005, by and
between ROCHDALE INVESTMENT TRUST, a Delaware business trust (hereinafter called
the “Trust”), on behalf of the series of the Trust named in Appendix A to this
Agreement (each a “Fund” or the “Funds”) and Rochdale Investment Management LLC
a Delaware Limited Liability Company (hereinafter called the
“Advisor”).
WITNESSETH:
WHEREAS,
the Trust is an open-ended management investment company, registered as such
under the Investment Company Act of 1940, as amended (the “Investment Company
Act”); and
WHEREAS,
the Funds are each a series of the Trust having separate assets and liabilities;
and
WHEREAS,
the Advisor is registered as an investment adviser under the Investment Advisers
Act of 1940, as amended, and is engaged in the business of supplying investment
advice as an independent contractor; and
WHEREAS,
the Advisor, or its predecessors, have continuously provided investment advisory
services to the Trust since its inception pursuant to the terms of an investment
advisory agreement that first became effective on July 7, 1998 (the “1998
Agreement”) and the terms of a temporary interim investment advisory agreement
which became effective on [June] __, 2005 (the “Interim Agreement”);
and
WHEREAS,
the Trust desires to ensure that the provision of services to the Funds by
the
Advisor is not interrupted and that the existing economic relationship between
the Advisor and the Trust is maintained, and the Advisor continues to render
advice and services to the Funds pursuant to terms and provisions that are
the
same as those of the Prior Agreement; and
NOW,
THEREFORE, in consideration of the covenants and the mutual promises hereinafter
set forth, the parties to this Agreement, intending to be legally bound hereby,
mutually agree as follows:
1. Appointment
of Advisor.
The
Trust hereby employs the Advisor and the Advisor hereby accepts such employment,
to render investment advice and related services with respect to the assets
of
the Fund for the period and on the terms set forth in this Agreement, subject
to
the supervision and direction of the Trust’s Board of Trustees.
| 2. |
Duties
of Advisor.
|
(a)
General
Duties.
The
Advisor shall act as investment advisor to the Fund and shall supervise
investments of the Fund on behalf of the Fund in accordance with the investment
objectives, policies and restrictions of each of the Funds as set forth in
the
Funds’ and Trust’s governing documents, including, without limitation, the
Trust’s Agreement and Declaration of Trust and By-Laws; the Funds’ prospectus,
statement of additional information and undertakings; and such other
limitations, policies and procedures as the Trustees may impose from time to
time in writing to the Advisor. In providing such services, the Advisor shall
at
all times adhere to the provisions and restrictions contained in the federal
securities laws, applicable state securities laws, the Internal Revenue Code,
the Uniform Commercial Code and other applicable law.
Without
limiting the generality of the foregoing, the Advisor shall: (i) furnish the
Funds with advice and recommendations with respect to the investment of the
Funds’ assets and the purchase and sale of portfolio securities for the Fund,
including the taking of such steps as may be necessary to implement such advice
and recommendations (i.e.,
placing
the orders); (ii) manage and oversee the investments of the Funds, subject
to
the ultimate supervision and direction of the Trust’s Board of Trustees; (iii)
vote proxies for the Fund, file Section 13 ownership reports for the Fund,
and
take other actions on behalf of the Fund; (iv) maintain the books and records
required to be maintained by each Fund except to the extent arrangements have
been made for such books and records to be maintained by the administrator
or
another agent of the Trust; (v) furnish such reports, statements and other
data
on securities, economic conditions and other matters related to the investment
of each Fund’s assets as may be reasonably requested by the Trust; and (vi)
render to the Trust’s Board of Trustees such periodic and special reports with
respect to each Fund’s investment activities as the Board may reasonably
request, including at least one in-person appearance annually before the Board
of Trustees.
(b)
Brokerage.
The
Advisor shall be responsible for decisions to buy and sell securities for each
Fund, for broker-dealer selection, and for negotiation of brokerage commission
rates. The Advisor may, consistant with its obligations hereunder, direct orders
to an affiliated person of the Advisor. The Advisor’s primary consideration in
effecting a securities transaction will be to obtain the most favorable price
and execution available. In selecting a broker-dealer to execute each particular
transaction, the Advisor may take the following into consideration: the best
net
price available; the reliability, integrity and financial condition of the
broker-dealer; the size of and difficulty in executing the order; and the value
of the expected contribution of the broker-dealer to the investment performance
of each Fund on a continuing basis. The price to a Fund in any transaction
may
be less favorable than that available from another broker-dealer if the
difference is reasonably justified by other aspects of the portfolio execution
services offered.
Subject
to such policies as the Board of Trustees of the Trust may determine, the
Advisor shall not be deemed to have acted unlawfully or to have breached any
duty created by this Agreement or otherwise solely by reason of its having
caused a Fund to pay a broker or dealer that provides (directly or indirectly)
brokerage or research services to the Advisor an amount of commission for
effecting a portfolio transaction in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction, if the
Advisor determines in good faith that such amount of commission was reasonable
in relation to the value of the brokerage and research services provided by
such
broker or dealer, viewed in terms of either that particular transaction or
the
Advisor’s overall responsibilities with respect to the Trust. The Advisor is
further authorized to allocate the orders placed by it on behalf of the Fund
to
such brokers or dealers who also provide research or statistical material,
or
other services, to the Trust, the Advisor, or any affiliate of either. Such
allocation shall be in such amounts and proportions as the Advisor shall
determine, and the Advisor shall report on such allocations regularly to the
Trust, indicating the broker-dealers to whom such allocations have been made
and
the basis therefor.
On
occasions when the Advisor deems the purchase or sale of a security to be in
the
best interest of one or more of the Fund as well as of other clients, the
Advisor, to the extent permitted by applicable laws and regulations, may
aggregate the securities to be so purchased or sold. In such event, allocation
of the securities so purchased or sold, as well as the expenses incurred in
the
transaction, will be made by the Advisor in the manner it considers to be the
most equitable and consistent with its fiduciary obligations to the Funds and
to
such other clients.
3.
Representations
of the Advisor.
(a)
The
Advisor shall use its best judgment and efforts in rendering the advice and
services to the Funds as contemplated by this Agreement.
(b)
The
Advisor shall maintain all licenses and registrations necessary to perform
its
duties hereunder in good order.
(c)
In
performance of its duties hereunder, the Advisor shall conduct its operations
at
all times in conformance with the Investment Advisers Act of 1940, the
Investment Company Act of 1940, and any other applicable state and/or
self-regulatory organization regulations.
4.
Independent
Contractor.
The
Advisor shall, for all purposes herein, be deemed to be an independent
contractor, and shall, unless otherwise expressly provided and authorized to
do
so, have no authority to act for or represent the Trust or the Fund in any
way,
or in any way be deemed an agent for the Trust or for the Fund. It is expressly
understood and agreed that the services to be rendered by the Advisor to the
Funds under the provisions of this Agreement are not be deemed exclusive, and
the Advisor shall be free to render similar or different services to others
so
long as its ability to render the services provided for in this Agreement shall
not be impaired thereby.
5.
Advisor’s
Personnel.
The
Advisor shall, at its own expense, maintain such staff and employ or retain
such
personnel and consult with such other persons as it shall from time to time
determine to be necessary to the performance of its obligations under this
Agreement. Without limiting the generality of the foregoing, the staff and
personnel of the Advisor shall be deemed to include persons employed or retained
by the Advisor to furnish statistical information, research, and other factual
information, advice regarding economic factors and trends, information with
respect to technical and scientific developments, and such other information,
advice and assistance as the Advisor or the Trust’s Board of Trustees may desire
and reasonably request.
6.
Expenses.
(a)
With
respect to the operation of the Fund, the Advisor shall be responsible for
(i)
providing the personnel, office space and equipment reasonably necessary for
the
maintenance of the Trust’s principal office, (ii) the expenses associated with
the performance of its services hereunder, other than the expenses assumed
by
other service providers to the Trust (including affiliates of the Advisor);
and
(iii) the costs of any special Board of Trustees meetings or shareholder
meetings convened for the primary benefit of the Advisor. If the Advisor has
agreed to limit the operating expenses of any Fund, the Advisor shall also
be
responsible on a monthly basis for any operating expenses that exceed the agreed
upon expense limit.
(b)
The
Trust
is responsible for and has assumed the obligation for payment of all of its
expenses, other than as stated in Subparagraph 6(a) above, including but not
limited to: fees and expenses incurred in connection with the issuance,
registration and transfer of its shares; brokerage and commission expenses;
all
expenses of transfer, receipt, safekeeping, servicing and accounting for the
cash, securities and other property of the Trust for the benefit of the Fund
including all fees and expenses of its custodian, shareholder services agent
and
accounting services agent; interest changes on any borrowings; costs and
expenses of pricing and calculating its daily net asset value and of maintaining
its books of account required under the Investment Company Act; taxes, if any;
a
pro rata portion of expenditures in connection with meetings of the Funds’
shareholders and the Trust’s Board of Trustees that are properly payable by the
Fund; salaries and expenses of officers and fees and expenses of members of
the
Trust’s Board of Trustees or members of any advisory board or committee who are
not members of, affiliated with or interested persons of the Advisor; insurance
premiums on property or personnel of each Fund which inure to its benefit,
including liability and fidelity bond insurance; the cost of preparing and
printing reports, proxy statements, prospectuses and statements of additional
information of the Fund or other communications for distribution to existing
shareholders; legal, auditing and accounting fees; trade association dues;
fees
and expenses (including legal fees) of registering and maintaining registration
of its shares for sale under federal and applicable state and foreign securities
laws; all expenses of maintaining and servicing shareholder accounts, including
all charges for transfer, shareholder recordkeeping, dividend disbursing,
redemption, and other agents for the benefit of the Funds, if any; and all
other
charges and costs of its operation plus any extraordinary and non-recurring
expenses, except as herein otherwise prescribed.
(c)
The
Advisor may voluntarily absorb certain Fund expenses or waive the Advisor’s own
advisory fee.
(d)
To
the
extent the Advisor incurs any costs by assuming expenses which are an obligation
of a Fund as set forth herein, the Fund shall promptly reimburse the Advisor
for
such costs and expenses, except to the extent the Advisor has otherwise agreed
to bear such expenses. To the extent the services for which a Fund is obligated
to pay hereunder are performed by the Advisor, the Advisor shall be entitled
to
recover from such Fund to the extent of the Advisor’s actual costs for providing
such services. In determining the Advisor’s actual costs, the Advisor may take
into account an allocated portion of the salaries and overhead of personnel
performing such services.
7.
Investment
Advisory and Management Fee.
(a)
Each
Fund
shall pay to the Advisor, and the Advisor agrees to accept, as full compensation
for all investment management and advisory services furnished or provided to
such Fund pursuant to this Agreement, an annual management fee, computed on
the
value of the net assets of the Fund as of the close of business each day, at
the
rate set forth in Appendix A.
(b)
The
management fee shall be accrued daily by each Fund and paid to the Advisor
on or
before the tenth business day of the succeeding month.
(c)
The
initial fee under this Agreement shall be payable on or before the tenth
business day of the first month following the effective date of this Agreement
and shall be prorated as set forth below. If this Agreement is terminated prior
to the end of any month, the fee to the Advisor shall be prorated for the
portion of any month in which this Agreement is in effect which is not a
complete month according to the proportion which the number of calendar days
in
the month during which the Agreement is in effect bears to the number of
calendar days in the month, and shall be payable within ten (10) days after
the
date of termination.
(d)
The
fee
payable to the Advisor under this Agreement will be reduced to the extent of
any
receivable owed by the Advisor to the applicable Fund and as required under
any
expense limitation applicable to a Fund.
(e)
The
Advisor voluntarily may reduce any portion of the compensation or reimbursement
of expenses due to it pursuant to this Agreement and may agree to make payments
to limit the expenses which are the responsibility of a Fund under this
Agreement. Any such reduction or payment shall be applicable only to such
specific reduction or payment and shall not constitute an agreement to reduce
any future compensation or reimbursement due to the Advisor hereunder or to
continue future payments.
(f)
Any
fee
withheld or voluntarily reduced and any Fund expense absorbed by the Advisor
voluntarily or pursuant to an agreed upon expense cap, under this Agreement
or
either of the 1998 Agreement or Interim Agreement, shall be reimbursed by the
Fund to the Advisor, if so requested by the Advisor, in the first, second or
third (or any combination thereof) fiscal year next succeeding the fiscal year
of the withholding, reduction or absorption if the aggregate amount actually
paid by the Fund toward the operating expenses for such fiscal year (taking
into
account the reimbursement) do not exceed the applicable limitation on Fund
expenses. Such reimbursement may be paid prior to the Fund’s payment of current
expenses if so requested by the Advisor even if such practice may require the
Advisor to waive, reduce or absorb current Fund expenses.
(g)
The
Advisor may agree not to require payment of any portion of the compensation
or
reimbursement of expenses otherwise due to it pursuant to this Agreement. Any
such agreement shall be applicable only with respect to the specific items
covered thereby and shall not constitute an agreement not to require payment
of
any future compensation or reimbursement due to the Advisor
hereunder.
8.
No
Shorting; No Borrowing.
The
Advisor agrees that neither it nor any of its officers or employees shall take
any short position in the shares of the Funds. This prohibition shall not
prevent the purchase of such shares by any of the officers or employees of
the
Advisor or any trust, pension, profit-sharing or other benefit plan for such
persons or affiliates thereof, at a price not less than the net asset value
thereof at the time of purchase, as allowed pursuant to rules promulgated under
the Investment Company Act. The Advisor agrees that neither it nor any of its
officers or employees shall borrow from the Fund or pledge or use the Funds’
assets in connection with any borrowing not directly for such Fund’s benefit.
For this purpose, failure to pay any amount due and payable to a Fund for a
period of more than thirty (30) days shall constitute a borrowing.
9.
Conflicts
with Trust’s Governing Documents and Applicable Laws.
Nothing
herein contained shall be deemed to require the Trust or any Fund to take any
action contrary to the Trust’s Agreement and Declaration of Trust, By-Laws, or
any applicable statute or regulation, or to relieve or deprive the Board of
Trustees of the Trust of its responsibility for and control of the conduct
of
the affairs of the Trust and Funds. In this connection, the Advisor acknowledges
that the Trustees retain ultimate plenary authority over each Fund and may
take
any and all actions necessary and reasonable to protect the interests of
shareholders.
10.
Reports
and Access.
The
Advisor agrees to supply such information to the Trust’s administrator and to
permit such compliance inspections by the Trust’s administrator as shall be
reasonably necessary to permit the administrator to satisfy its obligations
and
respond to the reasonable requests of the Trustees.
11.
Advisor’s
Liabilities and Indemnification.
(a)
The
Advisor shall have responsibility for the accuracy and completeness (and
liability for the lack thereof) of the statements in each Fund’s offering
materials (including the prospectus, the statement of additional information,
advertising and sales materials), except for information supplied by the
administrator or the Trust or another third party for inclusion
therein.
(b)
The
Advisor shall be liable to each Fund for any loss (including brokerage charges)
incurred by that Fund as a result of any improper investment made by the
Advisor.
(c)
In
the
absence of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the obligations or duties hereunder on the part of the Advisor,
the
Advisor shall not be subject to liability to the Trust or the Fund or to any
shareholder of the Fund for any act or omission in the course of, or connected
with, rendering services hereunder or for any losses that may be sustained
in
the purchase, holding or sale of any security by the Funds.
(d)
Each
party to this Agreement shall indemnify and hold harmless the other party and
the shareholders, directors, officers and employees of the other party (any
such
person, an “Indemnified Party”) against any loss, liability, claim, damage or
expense (including the reasonable cost of investigating and defending any
alleged loss, liability, claim, damage or expenses and reasonable counsel fees
incurred in connection therewith) arising out of the Indemnified Party’s
performance or non-performance of any duties under this Agreement provided,
however, that nothing herein shall be deemed to protect any Indemnified Party
against any liability to which such Indemnified Party would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties hereunder or by reason of reckless disregard of
obligations and duties under this Agreement.
(e)
No
provision of this Agreement shall be construed to protect any Trustee or officer
of the Trust, or officer of the Advisor, from liability in violation of Sections
17(h) and (i) of the Investment Company Act.
12.
Non-Exclusivity;
Trading for Advisor’s Own Account.
The
Trust’s employment of the Advisor is not an exclusive arrangement. The Trust may
from time to time employ other individuals or entities to furnish it with the
services provided for herein. Likewise, the Advisor may act as investment
adviser for any other person, and shall not in any way be limited or restricted
from buying, selling or trading any securities for its or their own accounts
or
the accounts of others for whom it or they may be acting, provided, however,
that the Advisor expressly represents that it will undertake no activities
which
will adversely affect the performance of its obligations to the Fund under
this
Agreement; and provided further that the Advisor will adhere to a code of ethics
governing employee trading and trading for proprietary accounts that conforms
to
the requirements of the Investment Company Act and the Investment Advisers
Act
of 1940 and has been approved by the Trust’s Board of Trustees.
13.
Term.
(a)
This
Agreement shall become effective as of the date first written above and shall
remain in effect for a period of two (2) years, unless sooner terminated as
hereinafter provided. This Agreement shall continue in effect thereafter for
additional periods not exceeding one (1) year so long as such continuation
is
approved for the Trust 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 not
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,” “assignment” and “interested persons”
shall have the meanings as set forth in the Investment Company Act.
(b)
The
Trust
may use the name “Rochdale” or any name derived from or using the name
“Rochdale” only for so long as this Agreement or any extension, renewal or
amendment hereof remains in effect. Within sixty (60) days from such time as
this Agreement shall no longer be in effect, the Trust and each Fund shall
cease
to use such a name or any other name connected with the Advisor.
14.
Termination
And Assignment.
(a)
This
Agreement may be terminated by the Trust on behalf of any Fund 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 a Fund, upon sixty (60)
days’ written notice to the Advisor, and by the Advisor upon sixty (60) days’
written notice to a Fund. In the event of a termination, the Advisor shall
cooperate in the orderly transfer of the Trust’s affairs and, at the request of
the Board of Trustees, transfer any and all books and records of the Trust
maintained by the Advisor on behalf of the Trust.
(b)
This
Agreement shall terminate automatically in the event of any assignment thereof,
as defined in the Investment Company Act.
15.
Severability.
If any
provision of this Agreement shall be held or made invalid by a court decision,
statute or rule, or shall be otherwise rendered invalid, the remainder of this
Agreement shall not be affected thereby.
16.
Notice
of Declaration of Trust.
The
Advisor agrees that the Trust’s obligations under this Agreement shall be
limited to the Funds and to their assets, and that the Advisor shall not seek
satisfaction of any such obligation from the shareholders of the Funds nor
from
any trustee, officer, employee or agent of the Trust or the Funds.
17.
Captions.
The
captions in this Agreement are included for convenience of reference only and
in
no way define or limit any of the provisions hereof or otherwise affect their
construction or effect.
18.
Governing
Law.
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the State of Delaware without giving effect to the conflict of laws principles
thereof; provided that nothing herein shall be construed to preempt, or to
be
inconsistent with, any federal law, regulation or rule, including the Investment
Company Act and the Investment Advisers Act of 1940 and any rules and
regulations promulgated thereunder.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their duly authorized officers, all on the day and year first above
written.
| ROCHDALE INVESTMENT TRUST | ROCHDALE INVESTMENT |
| MANAGEMENT INC. | |
| By: ____________________________ | By: ___________________________ |
| (Name and Title) | (Name and Title) |
APPENDIX
A
Series
of
the Rochdale Investment Trust covered by this Agreement
|
Series
|
Management
Fee (as a percentage
of
average daily net assets)
|
|
Rochdale
Large Growth Portfolio
|
0.50%
|
|
Rochdale
Large Value Portfolio
|
0.50%
|
|
Rochdale
Mid/Small Growth Portfolio
|
0.50%
|
|
Rochdale
Mid/Small Value Portfolio
|
0.50%
|
|
Rochdale
Atlas Portfolio
|
1.00%
|
|
Rochdale
Dividend & Income Portfolio
|
0.65%
|
|
Rochdale
Intermediate Fixed Income Portfolio
|
0.40%
|
|
Rochdale
Darwin Portfolio
|
0.95%
|