ROCHDALE INVESTMENT TRUST
DISTRIBUTION AGREEMENT
This Agreement, made as of the 10th day of October, 2001 between ROCHDALE
INVESTMENT TRUST, a Delaware business trust (the "Trust"), and RIM SECURITIES
LLC, a Delaware corporation (the "Distributor").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered as such under the Investment Company Act of
l940 (the "1940 Act"), and it is in the interest of the Trust to offer its
series of shares identified on Appendix A to this Agreement ( a "Fund" or the
"Funds") for sale continuously; and
WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of l934 (the "1934 Act") and is a member in good
standing of the National Association of Securities Dealers, Inc. (the "NASD");
and
WHEREAS, the Trust and the Distributor wish to enter into an agreement with
each other with respect to the continuous offering of the shares of beneficial
interest of the Funds (the "Shares"), to commence after the effectiveness of
amendment to the registration statement filed pursuant to the Securities Act of
1933 (the "1933 Act") and the 1940 Act relating to the Funds.
NOW, THEREFORE, the parties agree as follows:
l. Appointment of Distributor. The Trust hereby appoints the Distributor as
its exclusive agent to sell and to arrange for the sale of the Shares, on the
terms and for the period set forth in this Agreement, and the Distributor hereby
accepts such appointment and agrees to act hereunder directly and/or through the
Trust's transfer agent in the manner set forth in the Prospectuses (as defined
below). It is understood and agreed that the services of the Distributor
hereunder are not exclusive, and the Distributor may act as principal
underwriter for the shares of any other registered investment company.
2. Services and Duties of the Distributor
(a) The Distributor agrees to sell the Shares, as agent for the Trust,
from time to time during the term of this Agreement upon the terms
described in the Funds' Prospectus. As used in this Agreement, the term
"Prospectus" shall mean the prospectus and statement of additional
information of the Funds included as part of the Trust's Registration
Statement, as such prospectus and statement of additional information may
be amended or supplemented from time to time, and the term "Registration
Statement" shall mean the Registration Statement most recently filed from
time to time by the Trust with the Securities and Exchange Commission and
effective under the 1933 Act and the 1940 Act, as such Registration
Statement is amended by any amendments thereto at the time in effect. The
Distributor shall not be obligated to sell any certain number of Shares.
(b) Upon commencement of the Funds' operations, the Distributor will
hold itself available to receive orders, satisfactory to the Distributor,
for the purchase of the Shares and will accept such orders and will
transmit such orders and funds received by it in payment for such Shares as
are so accepted to the Trust's transfer agent or custodian, as appropriate,
as promptly as practicable. Purchase orders shall be deemed effective at
the time and in the manner set forth in the Prospectus. The Distributor
shall not make any short sales of Shares.
(c) The offering price of the Shares shall be the net asset value per
share of the Shares (as defined in the Declaration of Trust), plus the
sales charge, if any, (determined as set forth in the prospectus). The
Trust shall furnish the Distributor, with all possible promptness, an
advice of each computation of net asset value and offering price.
3. Duties of the Trust.
(a) Maintenance of Federal Registration. The Trust shall, at its
expense, take, from time to time, all necessary action and such steps,
including payment of the related filing fees, as may be necessary to
register and maintain registration of a sufficient number of Shares under
the 1933 Act. The Trust agrees to file from time to time such amendments,
reports and other documents as may be necessary in order that there may be
no untrue statement of a material fact in a registration statement or
prospectus, or necessary in order that there may be no omission to state a
material fact in the registration statement or prospectus which omission
would make the statements therein misleading.
(b) Maintenance of "Blue Sky" Qualifications. The Trust shall, at its
expense, use its best efforts to qualify and maintain the qualification of
an appropriate number of Shares for sale under the securities laws of such
states as the Distributor and the Trust may approve, and, if necessary or
appropriate in connection therewith, to qualify and maintain the
qualification of the Trust as a broker or dealer in such states; provided
that the Trust shall not be required to amend its Declaration of Trust or
By-Laws to comply with the laws of any state, to maintain an office in any
state, to change the terms of the offering of the Shares in any state, to
change the terms of the offering of the Shares in any state from the terms
set forth in its Prospectuses, to qualify as a foreign corporation in any
state or to consent to service of process in any state other than with
respect to claims arising out of the offering and sale of the Shares. The
Distributor shall furnish such information and other material relating to
its affairs and activities as may be required by the Trust in connection
with such qualifications.
(c) Copies of Reports and Prospectuses. The Trust shall, at its
expense, keep the Distributor fully informed with regard to its affairs and
in connection therewith shall furnish to the Distributor copies of all
information, financial statements and other papers which the Distributor
may reasonably request for use in connection with the distribution of
Shares, including such reasonable number of copies of its Prospectuses and
annual and interim reports as the Distributor may request and shall
cooperate fully in the efforts of the Distributor to sell and arrange for
the sale of the Shares and in the performance of the Distributor under this
Agreement.
4. Conformity with Applicable Law and Rules. The Distributor agrees that in
selling Shares hereunder it shall conform in all respects with the laws of the
United States and of any state in which Shares may be offered, and with
applicable rules and regulations of the NASD.
5. Independent Contractor. In performing its duties hereunder, the
Distributor shall be an independent contractor and neither the Distributor, nor
any of its officers, directors, employees, or representatives is or shall be an
employee of the Trust in the performance of the Distributor's duties hereunder.
The Distributor shall be responsible for its own conduct and the employment,
control, and conduct of its agents and employees and for injury to such agents
or employees or to others through its agents or employees. The Distributor
assumes full responsibility for its agents and employees under applicable
statutes and agrees to pay all employee taxes thereunder.
6. Indemnification.
(a) Indemnification of Trust. The Distributor agrees to indemnify and
hold harmless the Trust and each of its present or former trustees,
officers, employees, representatives and each person, if any, who controls
or previously controlled the Trust within the meaning of Section l5 of the
1933 Act against any and all losses, liabilities, damages, claims or
expenses (including the reasonable costs of investigating or defending any
alleged loss, liability, damage, claims or expense and reasonable legal
counsel fees incurred in connection therewith) to which the Trust or any
such person may become subject under the 1933 Act, under any other statute,
at common law, or otherwise, arising out of the acquisition of any Shares
by any person which (I) may be based upon any wrongful act by the
Distributor or any of the Distributor's directors, officers, employees or
representatives, or (ii) may be based upon any untrue statement or alleged
untrue statement of a material fact contained in a registration statement,
prospectus, shareholder report or other information covering Shares filed
or made public by the Trust or any amendment thereof or supplement thereto,
or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading if such statement or omission was made in reliance upon
information furnished to the Trust by the Distributor. In no case (I) is
the Distributor's indemnity in favor of the Trust, or any person
indemnified to be deemed to protect the Trust or such indemnified person
against any liability to which the Trust or such person would otherwise be
subject by reason of willful misfeasance, bad faith, or gross negligence in
the performance of his duties or by reason of his reckless disregard of his
obligations and duties under this Agreement or (ii) is the Distributor to
be liable under its indemnity agreement contained in this Paragraph with
respect to any claim made against the Trust or any person indemnified
unless the Trust or such person, as the case may be, shall have notified
the Distributor in writing of the claim within a reasonable time after the
summons or other first written notification giving information of the
nature of the claim shall have been served upon the Trust or upon such
person (or after the Trust or such person shall have received notice to
such service on any designated agent). However, failure to notify the
Distributor of any such claim shall not relieve the Distributor from any
liability which the Distributor may have to the Trust or any person against
whom such action is brought otherwise than on account of the Distributor's
indemnity agreement contained in this Paragraph.
The Distributor shall be entitled to participate, at its own expense,
in the defense, or, if the Distributor so elects, to assume the defense of
any suit brought to enforce any such claim, but, if the Distributor elects
to assume the defense, such defense shall be conducted by legal counsel
chosen by the Distributor and satisfactory to the Trust, to the persons
indemnified defendant or defendants, in the suit. In the event that the
Distributor elects to assume the defense of any such suit and retain such
legal counsel, the Trust, the persons indemnified defendant or defendants
in the suit, shall bear the fees and expenses of any additional legal
counsel retained by them. If the Distributor does not elect to assume the
defense of any such suit, the Distributor will reimburse the Trust and the
persons indemnified defendant or defendants in such suit for the reasonable
fees and expenses of any legal counsel retained by them. The Distributor
agrees to promptly notify the Trust of the commencement of any litigation
of proceedings against it or any of its officers, employees or
representatives in connection with the issue or sale of any Shares.
(b) Indemnification of the Distributor. The Trust agrees to indemnify
and hold harmless the Distributor and each of its present or former
directors, officers, employees, representatives and each person, if any,
who controls or previously controlled the Distributor within the meaning of
Section l5 of the 1933 Act against any and all losses, liabilities,
damages, claims or expenses (including the reasonable costs of
investigating or defending any alleged loss, liability, damage, claim or
expense and reasonable legal counsel fees incurred in connection therewith)
to which the Distributor or any such person may become subject under the
1933 Act, under any other statute, at common law, or otherwise, arising out
of the acquisition of any Shares by any person which (i) may be based upon
any wrongful act by the Trust or any of the Trust's trustees, officers,
employees or representatives, or (ii) may be based upon any untrue
statement or alleged untrue statement of a material fact contained in a
registration statement, prospectus, shareholder report or other information
covering Shares filed or made public by the Trust or any amendment thereof
or supplement thereto, or the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading unless such statement or omission was
made in reliance upon information furnished to the Trust by the
Distributor. In no case (i) is the Trust's indemnity in favor of the
Distributor, or any person indemnified to be deemed to protect the
Distributor or such indemnified person against any liability to which the
Distributor or such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his
duties or by reason of his reckless disregard of his obligations and duties
under this Agreement, or (ii) is the Trust to be liable under its indemnity
agreement contained in this Paragraph with respect to any claim made
against Distributor, or person indemnified unless the Distributor, or such
person, as the case may be, shall have notified the Trust in writing of the
claim within a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon the Distributor or upon such person (or after the Distributor
or such person shall have received notice of such service on any designated
agent). However, failure to notify the Trust of any such claim shall not
relieve the Trust from any liability which the Trust may have to the
Distributor or any person against whom such action is brought otherwise
than on account of the Trust's indemnity agreement contained in this
Paragraph.
The Trust shall be entitled to participate, at its own expense, in the
defense, or, if the Trust so elects, to assume the defense of any suit
brought to enforce any such claim, but if the Trust elects to assume the
defense, such defense shall be conducted by legal counsel chosen by the
Trust and satisfactory to the Distributor, to the persons indemnified
defendant or defendants, in the suit. In the event that the Trust elects to
assume the defense of any such suit and retain such legal counsel, the
Distributor, the persons indemnified defendant or defendants in the suit,
shall bear the fees and expenses of any additional legal counsel retained
by them. If the Trust does not elect to assume the defense of any such
suit, the Trust will reimburse the Distributor and the persons indemnified
defendant or defendants in such suit for the reasonable fees and expenses
of any legal counsel retained by them. The Trust agrees to promptly notify
the Distributor of the commencement of any litigation or proceedings
against it or any of its trustees, officers, employees or representatives
in connection with the issue or sale of any Shares.
7. Authorized Representations. The Distributor is not authorized by the
Trust to give on behalf of the Trust any information or to make any
representations in connection with the sale of Shares other than the information
and representations contained in a registration statement or prospectus filed
with the Securities and Exchange Commission ("SEC") under the 1933 Act and/or
the 1940 Act, covering Shares, as such registration statement and prospectus may
be amended or supplemented from time to time, or contained in shareholder
reports or other material that may be prepared by or on behalf of the Trust for
the Distributor's use. This shall not be construed to prevent the Distributor
from preparing and distributing tombstone ads and sales literature or other
material as it may deem appropriate. No person other than the Distributor is
authorized to act as principal underwriter (as such term is defined in the 0000
Xxx) for the Funds.
8. Term of Agreement. The term of this Agreement shall begin on the date
first above written, and unless sooner terminated as hereinafter provided, this
Agreement shall remain in effect for a period of two years from the date first
above written. Thereafter, this Agreement shall continue in effect from year to
year, subject to the termination provisions and all other terms and conditions
thereof, so long as such continuation shall be specifically approved at least
annually by the Board of Trustees or by vote of a majority of the outstanding
voting securities of the Funds and, concurrently with such approval by the Board
of Trustees or prior to such approval by the holders of the outstanding voting
securities of the Funds, as the case may be, by the vote, cast in person at a
meeting called for the purpose of voting on such approval, of a majority of the
trustees of the Trust who are not parties to this Agreement or interested
persons of any such party. The Distributor shall furnish to the Trust, promptly
upon its request, such information as may reasonably be necessary to evaluate
the terms of this Agreement or any extension, renewal or amendment hereof.
9. Amendment or Assignment of Agreement. This Agreement may not be amended
or assigned except as permitted by the 1940 Act, and this Agreement shall
automatically and immediately terminate in the event of its assignment.
10. Termination of Agreement. This Agreement may be terminated by either
party hereto, without the payment of any penalty, on not more than upon 60 days'
nor less than 30 days' prior notice in writing to the other party; provided,
that in the case of termination by the Trust such action shall have been
authorized by resolution of a majority of the trustees of the Trust who are not
parties to this Agreement or interested persons of any such party, or by vote of
a majority of the outstanding voting securities of the Funds.
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Declaration of Trust or By-Laws, or any
applicable statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Board of Trustees of the
Trust of responsibility for and control of the conduct of the affairs of
the Trust.
12. Definition of Terms. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived from a
term or provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretation thereof, if any, by the United
States courts or, in the absence of any controlling decision of any such court,
by rules, regulations or orders of the Securities and Exchange Commission
validly issued pursuant to the 1940 Act. Specifically, the terms "vote of a
majority of the outstanding voting securities", "interested persons",
"assignment", and "affiliated person", as used in Paragraphs 8, 9 and 10 hereof,
shall have the meanings assigned to them by Section 2(a) of the 1940 Act. In
addition, where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is relaxed by a rule, regulation or order of the
Securities and Exchange Commission, whether of special or of general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
13. Compliance with Securities Laws. The Trust represents that it is
registered as an open-end management investment company under the 1940 Act, and
agrees that it will comply with all the provisions of the 1940 Act and of the
rules and regulations thereunder. The Trust and the Distributor each agree to
comply with all of the applicable terms and provisions of the 1940 Act, the 1933
Act and, subject to the provisions of Section 4(d), all applicable "Blue Sky"
laws. The Distributor agrees to comply with all of the applicable terms and
provisions of the Securities Exchange Act of 1934.
14. Notices. Any notice required to be given pursuant to this Agreement
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid, to the Distributor and to the Funds on behalf of the Trust at 000
Xxxxxxxxx Xxx., Xxx Xxxx, XX 00000-0000.
15. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of New York.
16. No Shareholder Liability. The Distributor understands that the
obligations of this Agreement are not binding upon any shareholder of the Trust
personally, but bind only the Trust's property; the Distributor represents that
it has notice of the provisions of the Declaration of Trust disclaiming
shareholder liability for acts or obligations of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized representatives and their respective corporate
seals to be hereunto affixed, as of the day and year first above written.
ROCHDALE INVESTMENT TRUST
By: _____________________
Name:_____________________
RIM SECURITIES LLC
By: ______________________
Name:______________________
Apppendix A: Series of Shares of Rochdale Investment Trust
Rochdale Magna Portfolio
Rochdale Alpha Portfolio
Rochdale Atlas Portfolio
Rochdale Large Value Portfolio
Rochdale Large Growth Portfolio
Rochdale Mid/Small Value Portfolio
Rochdale Mid/Small Growth Portfolio
Rochdale Intermediate Fixed Income Portfolio
