custody.htm

ROCHDALE INVESTMENT TRUST

SECOND AMENDMENT TO THE CUSTODY AGREEMENT

THIS SECOND AMENDMENT dated as of this 20th day of May, 2009, to the Custody Agreement, dated as of the 10th day of December, 2004, as amended June 12, 2006 (the "Agreement"), is entered into by and between Rochdale Investment Trust, a Delaware statutory trust (the “Trust”) and U.S. Bank, N.A., a national banking association (the "Custodian").

RECITALS

WHEREAS, the parties have entered into a Custody Agreement; and

WHEREAS, the Trust and the Custodian desire to amend the fees of the Agreement and to add a fund; and

WHEREAS, Article XIV, Section 14.4 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit C is hereby superseded and replaced with Exhibit C attached hereto.

Appendix B, the fee schedule of the Agreement, is hereby superseded and replaced with the Appendix B fee schedule attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

ROCHDALE INVESTMENT TRUST		U.S. BANK, N.A.


By: _____________________________		By: ________________________________

Printed Name:______________________		Printed Name: Michael R. McVoy

Title: ____________________________		Title: Vice President

Exhibit C to the Custody Agreement

Separate Series of Rochdale Investment Trust

Name of Series

Rochdale Fixed Income Opportunities Portfolio (on or after June 30, 2009)

Rochdale Dividend & Income Portfolio

Rochdale Intermediate Fixed Income Portfolio

Rochdale Large Growth Portfolio

Rochdale Large Value Portfolio

Rochdale Mid/Small Growth Portfolio

Rochdale Mid/Small Value Portfolio

Appendix B to the Rochdale Investment Trust

Custody Agreement

CUSTODY SERVICES FEE SCHEDULE at May 2009

DOMESTIC FUNDS

Custody and transaction services will be fully bundled at a combined rate of two basis points (2 bps) of NAV, calculated and charged on the calendar month.

Minimum Fee………………………………………… $3,500.00 per fund/per annum

GLOBAL FUNDS

1. Custody and transaction services will be fully bundled at a combined rate of thirteen basis points (13 bps) of NAV, calculated and charged on the calendar month. This rate shall apply to assets in the following markets:

Australia France México Sri Lanka

Austria Germany Netherlands Sweden

Belgium Hong Kong Norway Switzerland

Canada Indonesia Philippines Taiwan

CEDEL Ireland Portugal Thailand

Denmark Italy Singapore United Kingdom

EuroClear Japan South Africa U.S.A

Finland Malaysia Spain

2. Custody and transaction services in emerging markets shall be unbundled and determined on a market-specific basis. Charges for certain emerging markets are:

Market Custody Rate / Mkt. Value Transaction Charge

Argentina 40 basis points $100.00

Brazil 40 basis points $100.00

Chile 40 basis points $100.00

China 40 basis points $ 50.00

Czech Republic 40 basis points $100.00

Greece 50 basis points $125.00

India 40 basis points $200.00

Israel 30 basis points $100.00

Russian Federation 50 basis points $100.00

The above referenced markets may be subject to additional out-of-pocket expenses.

Third Party FX $35.00Federal Reserve System wires $10.00

Fees are billed monthly.

*Subject to CPI increase, Milwaukee MSA.

Appendix B (continued)

to the Rochdale Investment Trust

Custody Agreement

CHIEF COMPLIANCE OFFICER

SUPPORT SERVICES

FEE SCHEDULE at May, 2009

Chief Compliance Officer Support Services

U.S, Bancorp provides support to the Chief Compliance Officer (CCO) of each fund serviced either by U.S. Bancorp Fund Services, LLC or Quasar Distributors, LLC. Indicated below are samples of functions performed by USBFS in this CCO support role:

• Business Line Functions Supported

• Fund Administration and Compliance

• Transfer Agent and Shareholder Services

• Fund Accounting

• Custody Services

• Securities Lending Services

• Distribution Services

• Daily Resource to Fund CCO, Fund Board, Advisor

• Provide USBFS/USB Critical Procedures & Compliance Controls

• Daily and Periodic Reporting

• Periodic CCO Conference Calls

• Dissemination of Industry/Regulatory Information

• Client & Business Line CCO Education & Training

• Due Diligence Review of USBFS Service Facilities

• Quarterly USBFS Certification

• Board Meeting Presentation and Board Support

• Testing, Documentation, Reporting

Annual Fee Schedule*

· $2,000 per service per year (effective January 1, 2008)

Fees are billed monthly.

*Subject to annual CPI increase, Milwaukee MSA.