regstrnt_coe.htm

ROCHDALE INVESTMENT MANAGEMENT

CODE OF ETHICS

This Code of Ethics (herein referred to as the “Policy” or the “Code”) is set forth on behalf of Rochdale Investment Trust, Rochdale Investment Management LLC, RIM Securities LLC, Rochdale Core Alternative Strategies Fund, Rochdale Structured Claims Fixed Income Fund, Rochdale Alternative Total Return Fund, and Rochdale International Trade Fixed Income Fund (collectively referred to as the “Firm”). The Firm is committed to maintain the highest standards of ethical conduct premised on fundamental principals of openness, integrity, honesty and trust with respect to all of its clients. In furtherance of this objective, and in accord with Rule 17j-1 and its amendments under the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act of 1940, the Firm has adopted a comprehensive Code to provide guidance for its personnel about the standards of conduct each such individual is expected to meet. The reporting and review procedures prescribed by this Policy, as it may be amended from time to time, are also designed to comply with the requirements imposed on the Firm under various provisions of the Federal securities laws.

All Firm Personnel (for the purposes of this document, “Firm Personnel” shall include any employee, independent contractor, officer, director or other person affiliated with Rochdale Investment Management (“Rochdale”)) are required to read and to be familiar with this Policy and to certify, at least annually, that he or she understands the Policy and has complied with it. All Firm Personnel must certify, in substantially the form of Appendix B-1 that he or she is familiar with the provisions of this Policy and has complied with such Policy during the preceding calendar year. This certification shall be submitted by all Firm Personnel upon the adoption of this policy and by January 30 of each year thereafter. In addition, those members of Firm Personnel who are Fund Access Persons in accordance with Rule 17j-1 and its amendments under the Investment Company Act of 1940 and Access Persons in accordance with Rule 204A-1 under the Investment Advisers Act of 1940 (hereinafter referred to as “Fund Access Persons”) have special reporting requirements under this Policy.

For the benefit of the Firms clients, a description of this Policy will be available in Part II of Form ADV. The Firm shall also supply a full copy of this Policy to any client upon request.

As of June 30, 2011 this Code of Ethics supersedes the previously adopted Integrity Policy first adopted as of November 1, 2004.

Page 1

Code Of Ethics

Rochdale Code of Ethics

Contents

Section I: Standards of Conduct applicable to all Firm Personnel. Firm Personnel should be aware that Standards of Conduct extend to activities outside the Firm and may extend to securities transactions effected by Firm Personnel for his or her own account (Personal Securities Account) and to transactions effected in any securities account (Related Account) in which the member of Firm Personnel has a Beneficial Ownership Interest.

Section II: Reporting Requirements. Section sets out the reporting responsibilities of Fund Access Persons.

Section III: Personal Trading Procedures: Section sets forth the limits imposed upon all Firm Personnel regarding personal trading practice. Also, distinguishes special trading restrictions placed upon Research Analysts as per FINRA Rule 2711.

Section IV: Advanced Clearance Requirement. Sets forth rules and procedures that Firm Personnel must comply with prior to purchasing securities valued at more than $10,000 at the time of the transaction or in the amount of 1000 shares or greater in their personal accounts. All analyst and trader employees are required to receive prior approval from Compliance before executing any securities transactions in any securities, options or bonds of any size.

Section V: Insider Trading and Securities Fraud Enforcement Act of 1988. This act requires the Firm to establish, maintain, and enforce written policies and procedures designed to detect and prevent insider trading by any Firm Personnel. Policies so established are included here.

Section VI: Record Keeping and Review requirements relating to the information that Firm Personnel are required to submit to the Firm pursuant to this Policy.

Section VII: Accountability and Sanctions. This section sets forth the duty to report violations of the Code as well as the sanctions to be imposed for violation of any of the Code.

Section VIII: Amendments and Modifications. This section specifies when this Policy may be amended or modified.

Appendix A-1: Initial Securities Account Identification Form – Fund Access Persons Only

This form or equivalent information must be filed by Firm Personnel or kept on file with the Firm, and information must be kept up-to-date.

Appendix A-2: Quarterly Securities Transaction Report Form and Definitions:

All Fund Access Persons must provide this form or equivalent information to the Firm at least quarterly.

Appendix A-3: Initial/Annual Holdings Report Form – Upon Attaining Fund Access Status

This form or equivalent must be filed by all Fund Access Persons by January 30th each year thereafter in order to satisfy Annual Holdings Reporting and must be filed within 10 days of a member of Firm Personnel being designated a Fund Access Person, and at least once a year thereafter, in order to satisfy Initial Holdings Reporting.

Appendix B-1: Firm Personnel and Fund Access Person Certification

Includes Policy summary; must be filed annually by each member of Firm Personnel

Appendix B-2: Firm Personnel Identified as Fund Access Persons or Investment Officers

Designated Principal must review and update as necessary

Appendix C-1: Definitions and Examples.

Page 2

Code Of Ethics

I. Standards of Conduct

Six Point Summary

The interests of the Firm’s clients are paramount; avoid even the appearance of acting other than in the best interests of a client.

Keep all matters relating to the Firm or its clients strictly confidential.

Firm Personnel may not participate in any IPO or secondary offering under any circumstances. This includes immediate family members of Firm Personnel wherein a member of Firm Personnel directly or indirectly supports in such family member or have beneficial interest in such family member’s account.

Firm Personnel may not facilitate participation by any client of the Firm in any IPO or secondary offering without the prior written approval of Management or a Designated Principal;

Firm Personnel may not purchase any privately placed security without the prior written approval of Management or a Designated Principal or his designee.

Firm Personnel are forbidden from trading, either personally or on behalf of others on material non-public inside information (insider trading) and from communicating or disseminating material non-public inside information to others (tipping).

A. Improper Conduct: General.

In general, it is inappropriate for any person associated with the Firm to engage in any conduct that would give rise to an implication that such person was acting other than in the best interests of the Firm’s clients. As more fully discussed below, the Firm has adopted specific procedures designed to eliminate, to the greatest extent possible, investment related situations that might give rise to conflicts of interests between the Firm and its personnel on the one hand and the Firm’s clients on the other. Conduct outside of the investment arena could also affect the Firm’s reputation for integrity and fair dealing and Firm personnel are expected to refrain from engaging in such conduct. It is, of course, not possible to enumerate all conduct that might be deemed inappropriate. It is not, however, the intent of this Policy to prohibit the everyday courtesies of business life. The following examples are offered as guidance and should be applied with sound judgment and common sense:

It would be improper for any independent contractor, employee, officer or director of the Firm (hereinafter, Firm Personnel), without written authorization from the Firm’s Management or Designated Principal to:

(i)

engage in any self-dealing or other transactions benefiting a member of Firm Personnel at the expense of the Firm or its clients.

(ii)

accept a gift, gratuity, or bequest, particularly from a client or an organization, such as a brokerage firm with which the Firm does business (Firm Supplier) if such acceptance would give rise to any implication of improper influence. (Advertising or promotional material or gifts recognizing established relationships with Firm Suppliers of a value not exceeding $100 per source would generally not be deemed to give rise to such an implication. Always consult with the Compliance Department before accepting any gift, gratuity of bequest.)

(iii)

borrow money from or lend money to a client or Firm Supplier, except that loans from a bank or margin purchases through a brokerage firm that are clients or Firm Suppliers is permissible provided that no special terms are arranged for the benefit of a member of Firm Personnel.

(iv)

invest in business ventures sponsored by a client or a Firm Supplier, except that investments in publicly traded securities of highly capitalized, listed issuers would generally be permissible.

(v)

make any contributions or expenditures for political candidates on behalf of the Firm without the written consent of the Firm, provided that Firm Personnel individually may campaign for or contribute to candidates of their choice subject to the provisions of RIM Securities’ and Rochdale Investment Management’s Written Supervisory Procedures and Rochdale Investment Management’s Compliance Manual.

Page 3

Code Of Ethics

(vi)

engage in any conduct for another business, accept employment outside of the Firm or serve on the board of any public company without the approval of the Firm. Firm Personnel who serve as directors or trustees of any non-public company or nonprofit organizations are required to report relevant information to the Firm's Management or Designated Principal.

All Firm Personnel are required to notify and obtain prior written approval from the Compliance department prior to engaging in any *outside business activities. Please see definition below.

*Outside Business Activities: any person employed by any third party as a result of any business activity(ies) outside the scope of his or her relationship with their Employer, whether compensation is received or not. This includes, but is not limited to, part-time and volunteer based employment.

(vii)

trade, either personally or on behalf of others, on material non-public inside information and from communicating or disseminating material non-public inside information to others (tipping). Specific information relating to this matter are set forth in Section III of this Policy.

(viii)

cause another person to do something on behalf of a member of Firm Personnel that he or she could not have done personally.

B. Special Responsibilities of Firm Personnel with respect to Rochdale Investment Trust, Rochdale Core Alternative Strategies Fund, Rochdale Structured Claims Fixed Income Fund, Rochdale Alternative Total Return Fund, and Rochdale International Trade Fixed Income Fund (collectively referred to as the “Fund”).

Neither the Firm, nor any member of Firm Personnel may, in connection with the purchase or sale, directly or indirectly, of a security or otherwise:

(i)

employ any device, scheme or artifice to defraud the Fund;

(ii)

make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

(iii)

engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

(iv)

engage in any manipulative practice with respect to the Fund.

C. Confidentiality

The nature of the Firm’s business is such that Firm Personnel may be in possession of confidential, proprietary or market-sensitive information, including material non-public inside information. All Firm Personnel have an obligation to respect and protect the confidential nature of relationships with and information about former, present and prospective clients, portfolio relationships with and information about former, present and prospective clients, portfolio companies and suppliers of the Firm. Any such information that is acquired by Firm Personnel in the course of the Firm’s business must be kept confidential and may be used solely for proper purposes of the Firm. Under no circumstances shall Firm Personnel disclose such information to unauthorized persons or use or assist others in using confidential information for personal gain.

In addition to information concerning other companies or persons, confidential information about the Firm or Firm Personnel should not be disclosed to persons outside the Firm, or to Firm Personnel who have no reasonable need for such information in the course of their duties, nor should any member of Firm Personnel use or assist others in using confidential information for personal gain or any other reason. This principle applies, among other matters, to investment policy and strategy, trade secrets, pricing information (especially non-public fee schedules), internal policies and financial status. In addition, the Firm is, from time to time, party to confidentiality agreements that prohibit Firm Personnel from disclosing confidential information to any one outside of the Firm and may be subject to suit in the event that the terms of any such agreement are breached.

Page 4

Code Of Ethics

D. Compliance with Applicable Laws.

All Firm Personnel must comply with all the applicable state and federal securities laws.

II. Reporting Requirements: Fund Access Persons

A. Identity of Fund Access Persons.

A member of Firm Personnel or other individual will be deemed a "Fund Access Person" for purposes of this Policy in accordance with the analysis set forth in Schedule B-2. Each quarter the CCO will assess the roles of the Firm Personnel to evaluate their Fund Access Person designation. The CCO will take a close look at the job functions of each individual, consulting their respective manager if necessary, to see if additional individuals should be deemed a Fund Access Person. The Firm will notify Firm Personnel who may become Fund Access Persons of their status immediately upon identification as such.

B. Identification of Securities Accounts

Every Fund Access Person must submit to the Firm a list of all securities accounts held with any broker, bank or investment adviser in which he or she has a Beneficial Interest (Related Account). The first such report shall be made within 10 days of the date on which the Firm Fund Access Person commences employment. Such report shall be substantially in the form Appendix A-1 to this Policy.

Each listing must include:

(i)

The name of the broker, dealer or bank with which the Fund Access Person established the account;

(ii)

The date the account was established; and

(iii)

The date that the report is submitted by the Access Person.

C. Quarterly Reports

Within 30 days of the end of each calendar quarter, every Fund Access Person shall submit to the CCO or Designated Principal or their designee a report of every transaction in a Covered Security effected in any Personal Securities Account or any Related Account during such quarter. The report shall be substantially in the form of Appendix A-2 to this Policy.

Each Quarterly Report must include:

(i)

The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

(ii)

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(iii)

The price of the Covered Security at which the transaction was effected;

(iv)

The name of the broker, dealer or bank with or through which the transaction was effected; and

(v)

The date that the report is submitted.

(vi)

With respect to any brokerage or bank account established by a Fund Access Person in which securities are held during the quarter, the quarterly report shall include the name of the broker, dealer or bank with whom the Fund Access Person who established the account, the date the account was established; and the date that the report is submitted.

D. Initial Holdings Statement

Every Fund Access Person shall submit to the Firm an initial statement of his or her holdings of Covered Securities ("Initial Holdings Statement"). This statement must be submitted within 10 days of the date on which such person becomes a Fund Access Person, and then at least once each 12 month period after that. The Initial Holdings Statement may be in the form of Appendix A-3 to this Policy.

Page 5

Code Of Ethics

Each Initial Holdings Statement must include:

(i)

The title, number of shares and principal amount of each Covered Security in which the Fund Access Person had any direct or indirect beneficial ownership when the person became a Fund Access Person;

(ii)

The name of any broker, dealer or bank with whom the Fund Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became a Fund Access Person; and

(iii)

The date that the report is submitted by the Access Person.

(iv)

Information contained in such report must be current as of a date no more than 45 days prior to the date the submitter became an access person, or the date the report was submitted.

E. Annual Holdings Statement

On or before January 30 of each year, every Fund Access Person must submit an Annual Holdings Statement, which Annual Holdings Statement must be current as of December 31 of the immediately preceding year. The Annual Holdings Statement shall be substantially in the form of Appendix A-3 to this Policy.

Annual Holdings Statement must include:

(i)

The title, number of shares and principal amount of each Covered Security in which the Fund Access Person had any direct or indirect beneficial ownership.

(ii)

The name of any broker, dealer or bank with whom the Fund Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person; and

(iii)

The date that the report is submitted.

(iv)

A statement that the information contained in the Annual Holding Statement is current as of a date not greater than thirty (30) days prior to the date the report was submitted.

(v)

Information contained in the report must be current as of a date no more than 45 days before the report was submitted.

F. Exempted Accounts/Exempted Transactions

(i)

When Duplicative Statements and Confirmations are acceptable in Lieu of Quarterly/Annual Reports: With the approval of the Designated Principal or his Designee, Fund Access Persons may arrange for the Firm to receive both duplicate confirmations and statements of transactions involving Covered Securities in lieu of filing Quarterly and Annual Reports if such duplicate confirmations or other records of the Firm contain all of the information required to be provided in the Quarterly or Annual Report and such confirmations and statements are received within 30 days of the end of the calendar quarter in which the transaction occurred in the case of Quarterly Reports and before January 30 of each year in the case of Annual Holdings Reports.

(ii)

Exemptions to Quarterly/Annual Reporting: Neither the quarterly Reporting requirement or Holdings Statements are required to be filed with respect to :

transactions affected for, or Covered Securities held in, any account over which the person otherwise required to make such filing with the Firm, has no direct or indirect influence or control or

For transactions effected pursuant to an automatic investment plan.

(iii)

Procedure: A determination as to whether any securities account or transaction may be within the scope of this exception must be made, in writing, by the Designated Principal or by the Firm's Management.

G. Responsibility to Report

The responsibility for taking the initiative to report is imposed on each individual required to make a report.

Page 6

Code Of Ethics

III. Personal Trading Procedures

A. Securities Accounts of Firm Personnel.

All Firm Personnel is required to adhere to the following procedures in connection with securities transactions effected for his or her own account (Personal Securities Accounts). The procedures described below are also applicable to securities transactions made in any account in which a member of Firm Personnel has a Beneficial Ownership Interest or over which the member Firm Personnel has direct, indirect or shared influence or control (Related Accounts, i.e. spouse, minor children). In addition, there is an ongoing duty for Firm Personnel to advise the Compliance Department of any such new accounts opened during the course of their employment or affiliation with the Firm.

B. Prohibitions on Personal Trading

1.	Acquisition of New Issues Prohibited

It is the Firm’s policy that neither the Firm nor any Firm Personnel may participate in any initial public offering or secondary offering (“Hot Issues”), either directly or in a Related Account. In addition, it is the policy of the Firm that the Firm will not facilitate the direct acquisition of Hot Issues by individual clients. The principle underlying this prohibition is twofold. First FINRA Rules prohibit the purchase of new issues by individuals affiliated with FINRA Member firms of which RIM Securities is a member. Second, if a member of Firm Personnel (or the Firm itself) participates in such an offering and does not make the opportunity to acquire the issue available to those of the Firm’s clients for whom such an investment may be suitable, there arises an implication that the member of Firm Personnel (or the Firm) has his or her own interests ahead of those of the client.* Notwithstanding this prohibition, the Firm’s Management and/or Designated Principal or his/her designee, in their sole discretion, may approve the acquisition of a new issue by a Firm client in circumstances that permit Management or a Designated Principal or his designee to reasonably determine that the opportunity to acquire the security has been made available to the person for reasons other than the person’s relationship with the Firm or its clients, such as when the opportunity to participate in the offering results from a pre-existing ownership of an interest in the issuer or an investor in such issuer, or other substantial, pre-existing relationship. Any such approval must be requested and approved in writing prior to effecting the transaction in question.

2.	Private Placements

Neither the Firm nor any Firm Personnel may acquire an interest in an offering of securities that are exempt from registration under the Securities Act of 1933 (Private Placements or Limited Offering Securities) unless approval of such acquisition is requested and approved in writing by Management or a Designated Principal or his designee in advance of the purchase. Such approval may be granted in cases where the acquisition does not conflict with the policies underlying this Policy, or the interests of the Firm or its clients and in circumstances in which the opportunity to acquire the security has been made available to the person for reasons other than the person’s relationship with the Firm or its clients. The purchase by or transfer to any member of Firm Personnel of securities issued by the Firm or any of its affiliated entities is deemed approved in advance.

3.	Purchasing Securities on the Watch or Restricted List

The Firm currently maintains both a Watch List and a Restricted List of securities that the firm is analyzing or recommending for client transactions. Analyst employees are responsible for updating both lists promptly as required. Securities should be placed on the Watch List when the Analyst decides to initiate coverage of the security as a potential candidate for a trade recommendation or research report. Securities should be removed from the Watch List when the Analyst decides to cease coverage and the security is no longer a potential candidate for a trade recommendation or research report. Securities should be placed on the Restricted List at the time the Analyst becomes aware that any of the following events will occur: 1) a research report will be issued on a security 2) an initial purchase of a security across all client or Fund accounts; or 3) the substantial liquidation of a Fund or client position in a security. With respect to research reports, the security shall remain on the Restricted List for 5 days. For initial purchases or liquidations, the security shall be restricted for 10 days, subject to change at the discretion of the Compliance Department on a case by case basis, to allow all clients to enter or exit their positions. For liquidations, a security may be removed from the Restricted List prior to the end of the 10 day restricted period if the Analyst confirms that the security is not held in any Fund or client account.

* See, e.g. In the Matter of Speaker and Janus, Investment Advisers Act Release No. 1605 (January 13, 1997); In the Matter of Joan Conan Investment Advisers Act Release No. 1446 (September 30, 1994).

Page 7

Code Of Ethics

Fund Access Persons are prohibited from executing transactions in any security listed on the Restricted List; however the Compliance Department may make exceptions as circumstances are deemed appropriate. Fund Access Persons may execute transactions in securities listed on the Watch List in accordance with the pre-clearance procedures below.

1.	Purchasing the Funds

Purchases of fund shares by Firm Personnel are to be viewed as long term investments. Unless compliance is notified in writing with specific reasons for selling these securities, the purchaser will be restricted from selling fund shares. The phrase ‘long term investment’ should be understood that the purchaser has no plans to sell unless a non-investment related material event occurs that requires money, the purchaser is no longer with the Firm or the other similar circumstances in which compliance approves the sale. Firm Personnel are advised to review the prospectus for any other applicable restrictions (i.e. redemption fees). Trade approvals for the Funds are at the discretion of the Compliance Department.

2.	Improper Transactions

If a case should arise where it appears that, in contravention of this Policy, Management or a Designated Principal may require such transactions to be unwound and/or may impose other sanctions, as deemed appropriate by the Firm.

A. Special Trading Prohibitions for Research Analysts

1.	FINRA Rule 2711

No Fund Access Person:

(i)

May purchase or receive any securities before the issuer’s initial public offering if the issuer is principally engaged in the same types of business as companies that the research analyst follows

(ii)

May through their account purchase or sell any security issued by a company that the research analyst follows, or any option on or derivative of such security, for a period beginning thirty (30) calendar days before and ending five (5) calendar days after the publication of a research report concerning the company or a change in a rating or price target of the companies securities; however:

The Firm may permit a research analyst account to sell securities held by the account that are issued by a company that the research analyst follows, within thirty (30) calendar days after the research analyst began following the company for the Firm;

The Firm may permit a research analyst account to purchase or sell any security issued by a subject company within thirty (30) calendar days before the publication or a research report or change in the rating or price target of the subject company’s securities due to significant news or a significant event concerning the subject company, provided that the Compliance Department pre-approves the research report and any changes in the rating or price target.

(iii)

May through their account, purchase or sell any security or any option on or derivative of such security in a manner inconsistent with the research analyst’s recommendation as reflected in the most recent research report published by the Firm.

(iv)

For the purposes of this section the term “their account” means any account in which a research analyst or member of the research analyst's household has a financial interest, or over which such analyst has discretion or control, other than an investment company registered under the Investment Company Act of 1940.This term does not include a "blind trust" account that is controlled by a person other than the research analyst or member of the research analyst's household where neither the research analyst nor a member of the research analyst's household knows of the account's investments or investment transactions. The term "Member of a research analyst's household" means any individual whose principal residence is the same as the research analyst's principal residence.

Page 8

Code Of Ethics

2.	Exceptions

The Compliance Department may authorize a transaction otherwise prohibited under (c) (ii) and (c) (iii), if deemed appropriate based upon the facts and circumstances, provided that the following is true:

(i)

The Compliance Department authorizes the transaction before it is entered;

(ii)

Each exception is granted in compliance with polices and procedures adopted by the Firm that are reasonably designed to ensure that these transactions do not create a conflict of interest between the professional responsibilities and the personal trading activities of the research analyst; and

(iii)

The Firm maintains a written record concerning the transaction and the justification for permitting the transaction for three years following the date of the transaction approved

III. Trade Pre-Clearance Requirements

A. Procedures

All Firms Personnel are required to have their securities trades pre-cleared by the Compliance Department in accordance with the procedures below:

(i)	When Clearance is required:

Notwithstanding the foregoing, all persons not deemed Fund Access Persons (see Appendix B-2) are not required to obtain pre-clearance for transactions for the larger of up to 1,000 shares of securities of companies within the Standard & Poor's 500 Index (“S&P 500”), transactions of up to 500 shares of non S&P 500 securities or transactions with up to $10,000 in initial value. During any calendar month such transactions may not total more than 2,000 shares per side (buy or sell) for S&P 500 securities, 2,000 shares per side for non S&P 500 securities or $20,000 in initial transaction value. Any transactions in excess of these thresholds must be pre-cleared by the Compliance Department. All such securities are subject to all reporting requirements under this Policy.

Fund Access Persons are required to obtain pre-clearance from the Compliance Department for all security trade requests. Requests for trade approvals must be sent to RIMCompliance (RIMCompliance@rochdale.com). In addition, it is strongly suggested that CSTrading (CSTrading@rochdale.com) be copied on such requests as backup, to ensure a prompt response.

Compliance approvals will be sent via return email or standard form, as applicable.

Additionally, with the exception of managed accounts, all Firm Personnel will be required to receive prior approval from the Compliance Department before executing transactions of any Rochdale funds in any size.

(ii)	Applicable Accounts

This rule also applies to all accounts involving immediate family members as well as those in which a member of Firm Personnel has a beneficial interest in or discretion over. Immediate family” member is defined as a parent, child, sibling, spouse, or in-law who resides with the member of Firm Personnel or any person financially dependent on the member of Firm Personnel.. “Beneficial interest” means any economic interest, such as the right to share in gains or losses.

(iii)

Time of Clearance

All pre-clearance requests will be thoroughly reviewed by the Compliance Department prior to granting approval. Therefore, all Firm Personnel are advised to allow adequate time for review when requesting pre-clearance. In order to allow for adequate time for review, pre-clearance requests for same day trades should be submitted to the Compliance Department by 2pm. If request is received after 2pm, approval may not be given until the following day. The Firm will not be held liable for any losses to Firm Personnel due to market fluctuations or delays in providing approval for any trade request. When possible these requests will be reviewed and either approved or declined prior to the close of the trading day. All Firm Personnel should note that same day trading pre-clearance is not guaranteed and approval may be given after the market closes. Pre-clearance approvals expire 3 business days after date of approval. Transactions after the expiration date or in excess of the size approved require new pre-clearance.

Page 9

Code Of Ethics

(iv)

Form

Firm Personnel seeking authorization to enter into transactions requiring pre-clearance are required to send a written request to the Compliance Department (preferably via email but form is acceptable). Such requests will require that all appropriate details (i.e. size, security name/ ticker, buy/sell request) of proposed transaction be clearly set forth. If requested transaction is for options, warrants or other, additional information may be requested. Upon approving requested transaction, the Compliance Department will send approval via email or other means. Further, the Compliance Department shall maintain a record of all pre-clearance authorizations granted for as long as required by law.

B.	Factors Considered in Clearance of Personal Transactions

The Compliance Department may refuse to grant clearance of a personal transaction in their sole discretion without being required to specify any reason for refusal. Generally, the Compliance Department will consider the following factors in determining whether or not to authorize a proposed transaction:

(i)

Whether the amount or nature of the transaction, or the person entering into the transaction, is likely to affect price or market for the Security

(ii)

Whether the individual making the proposed purchase or sale is likely to benefit from purchases or sales in the same or similar security being made or being considered by the Fund or a private client; and

(iii)

Whether the security proposed to be purchased or sold is one that would qualify for purchase or sale by the Fund or private client.

V. Insider Trading Policy

Five Point Summary

The making of investment decisions based on material non-public inside information is prohibited;

Communicating material non-public inside information to others is prohibited.

Information is non-public inside information if it is not generally known to the marketplace.

Information is considered material if is likely to be considered important by a reasonable investor in making an investment decision.

Violation of the Firm’s Insider Trading Policy can result in violations of Federal law that may carry civil and/or criminal penalties.

The elements of insider trading and the penalties for such unlawful conduct are discussed below. If, after reviewing this policy statement, you have any questions you should contact the Chief Compliance Officer.

A. Prohibition.

The Firm forbids any Firm Personnel from trading, either personally or on behalf of others, on material non-public information or communicating material non-public information to others in violation of the law. This conduct is frequently referred to as "insider trading." The Firm prohibits any Firm Personnel from trading, either personally or on behalf of others (including the Fund and private accounts managed by the Firm) on material non-public inside information and prohibits communication or dissemination of material non-public inside information to others (tipping) in violation of the law. The Firm’s policy applies to every officer, director, employee and independent contractor and extends to activities within and outside their duties at the Firm.

B. What is Insider Trading?

The term "insider trading" is not defined in the federal securities laws, but generally is used to refer to the use of material non-public information to trade in securities (whether or not one is an "insider") or the communications of material non-public information to others. While the law concerning insider trading is not static, it is generally understood that the law prohibits:

Page 10

Code Of Ethics

(i)

Trading by an insider, while in possession of material non-public information,

(ii)

Trading by a non-insider, while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated, or

(iii)

Communicating material deemed non-public information, to others

A. Identifying Inside Information.

Before trading for yourself or others in the securities of a company about which you may have potential inside information, ask yourself the following questions:

Is this information that an investor would consider important in making his or her investment decisions?

Is this information that would substantially affect the market price of the securities if generally disclosed?

What is the source of the information?

Has the information been effectively communicated to the marketplace? 1

If, after consideration of the above, you believe that the information is material and non-public, or if you have questions as to whether the information is material and non-public, you should report the matter to Management or Designated Principal or is Designee and refrain from trading with respect to the security involved and refrain from communicating the information in question to any one other than Management or Designated Principal or his Designee, either inside or outside of the Firm until you have received instructions on the matter from Management or Designated Principal or his Designee. The elements of insider trading and the penalties for such unlawful conduct are discussed below.

(i) Who is an Insider?

The concept of "insider" is broad. It includes officers, directors and employees of a company and may include principal shareholders. In addition, a person can be a "temporary insider" if he or she enters into a special confidential relationship in the conduct of a company's affairs and as a result is given access to information solely for the company's purposes. A temporary insider can include, among others, a company's attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, Rochdale may become a temporary insider of a company it advises or for which it performs other services. According to the Supreme Court, the company must expect the individual to keep the disclosed non-public information confidential and the relationship must at least imply such a duty before the individual will be considered an insider.

(ii) What is Material Information?

Trading on inside information is not a basis for liability unless the information is material. "Material information" generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's securities.2

(iii) What is Non-public Information?

Information is non-public until it has been effectively communicated to the market place. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.

1 For example, information that has been published in a newspaper or magazine of general publication, such as Reuters or The Wall Street Journal would be deemed to have been effectively communicated to the public.

2 Examples of information that should be presumed material include but are not limited to information relevant to dividend changes, earnings estimates, significant changes in relationships with clients, suppliers and key personnel, mergers or acquisitions, major litigation or significant new products or discoveries. This list is not exhaustive.

Page 11

Code Of Ethics

(iv) What are the Penalties for Insider Trading?

Penalties for trading on or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include civil injunctions, treble damages, disgorgement of parties, jail sentences, fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited, and fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided. In addition, any violation of this policy statement can be expected to result in serious sanctions by the Firm, including dismissal of the persons involved.

It is important to note that, a situation in which a person can trade in possession of material non-public information without breaching a duty is rare, complex and uncertain, so that the only safe course is not to trade, tip or recommend securities while in possession of material non-public information.

VI.	Firm Responsibilities: Review and Record Keeping

Five Point Summary

All Fund Access Persons and Firm Personnel will be reminded at least annually of their annual reporting obligations and quarterly of their quarterly reporting obligations under this Policy;

A determination will be made by the Designated Principal or his Designee as to those members of Firm Personnel who shall be deemed Fund Access Persons and thus subject to expanded reporting obligations, and a current list of such Fund Access Persons shall be maintained by the Designated Principal or his Designee.

The Designated Principal or his Designee shall review all Quarterly Reports (or equivalent information) and initial/annual statements with a view to determining whether any reported transactions may have violated this Policy.

The Designated Principal shall be responsible for assuring that all records required to be maintained under Rule 204-2 of the Advisers Act and Rule 17j-1 of the 1940 Act are maintained in the manner prescribed.

The Firm shall at least annually certify to the Board of Trustees of the Fund that this Policy remains in effect and is adequate to assure that Access Persons of the Fund who are Firm Personnel have not violated its provisions.

A. Notification to Firm Personnel of their Obligations under this Policy.

The Designated Principal or his designee will, at the end of each quarterly and/or annual period, provide to each Fund Access Persons or Firm Personnel with the necessary reporting form, in the event that the use of duplicate confirmations or statements is not utilized, and assure that any such form is completed and submitted to Designated Principal for review.

B. Identification of Fund Access Persons

The Designated Principal shall be responsible for making an initial determination as well as make quarterly evaluations as to which Firm Personnel shall be deemed “Fund Access Persons” for purposes of the reporting requirements of this Policy. Such determinations shall be made in accordance with Appendix B-2.

C. Policy Review Procedures

(i)

Criteria for selecting Firm Personnel for review: Firm Personnel shall be randomly selected to undergo personal security account review by the Firms Compliance department on a monthly basis. However, in the event a report is made regarding a specific member of Firm Personnel, their personal accounts will be review immediately.

(ii)

Scope of review: To maintain and enforce this Policy, the Designated Principal or his Designee shall periodically review selected members of Firm Personnel’s personal securities statements and accounts. Review of such personal securities accounts will include but shall not be limited to:

Page 12

Code Of Ethics

an assessment as to whether the access person followed the Firms internal procedures i.e., pre-clearance,

a comparison of an access persons personal securities statements to any restricted lists,

an evaluation of whether the access person is trading the same securities in his personal account(s) as he is trading for his clients, and if so, determining if his clients received terms as favorable as the access person obtained for himself,

periodic monitoring of an access persons personal securities accounts for trading patterns that may indicate abuse, i.e., market timing,

inquiring into any significant discrepancies between the quality of performance the access person received for his own account and that which he obtained for the accounts of his clients,

an investigation of any considerable differences between the percentage of profitable trades when an access person trades for his personal account(s) as opposed to when he trades for his clients accounts.

D. Procedures to be Followed in the Event of a Violation

Upon making a determination that a violation of this Code, including its reporting requirements, has occurred, the Designated Principal or his Designee shall report such violations to the Firm's Compliance Department, which shall determine what actions, if any, should be taken.

C. Required Records

The Firm will maintain records relating to this Policy in the manner and to the extent set out below, and will make these records available to the SEC or any representative of the SEC at any time and from time to time for reasonable periodic, special or other examination:

(i)

A copy of this code of ethics and all previous code of ethics adopted by this Firm shall be maintained for five years from the last date they were in effect, in an easily accessible place;

(ii)

A record of any violation of the Policy, and of any action taken as a result of the violation, must be maintained in an easily accessible place for at lease five years after the end of the fiscal year in which the violation occurs;

(iii)

A copy of each report made by any Fund Access Person/Investment Officer/Firm Personnel as required by this Policy must be maintained for at lease five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place;

(iv)

A record of Fund Access Persons who are or, within the past five years, were, required to make reports under this Policy or who are or were responsible for reviewing these reports, must be maintained, for five years in an easily accessible place; and

(v)

A copy of each report prepared by the Designated Principal required by this section must be maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place.

(vi)

A record of any decision, and the reasons supporting the decision, to approve the acquisition by any Firm Personnel of Limited Offering Securities for at lease five years after the end of the fiscal year in which the approval is granted.

(vii)

A copy of each supervised persons written receipt of the Firm’s Policy will be maintained for five years after such person(s) ceases to be a supervised person, in an easily accessible place.

F. Certification to the Fund

The Designated Principal shall annually prepare a written report to be presented to the Board of Trustees of the Fund detailing (i) any issues arising under this Policy since the preceding report, including information about material violations of this Policy and sanction imposed in response to such material violations; and (ii) a certification the effect that this Policy as currently in effect is designed to be reasonably necessary to prevent Fund Access Persons from violating this Policy.

Page 13

Code Of Ethics

VII. Accountability and Sanctions

All Firm Personnel have an affirmative duty to report violations to the Firms Chief Compliance Officer, or his or her designee. When violations are reported to anyone other than the Chief Compliance Officer, such reports shall be periodically reviewed by the Chief Compliance Officer after submission.

Failure to report, or failure to promptly report, a violation of this Policy by any person in possession of the knowledge of a violation or who has reasonable grounds to suspect a violation has occurred, shall itself be a violation of the Code, and will result in the imposition of sanctions as set forth below.

To encourage Firm Personnel to report violations, the Firm shall allow Firm Personnel to anonymously report such violations, if they so choose.

Any violation of this Policy shall be subject to the imposition of such sanctions by the Firm as may be deemed appropriate under the circumstances to achieve the purposes of the Rules of this Code of Ethics, which may include suspension or termination of employment, a letter of censure and when applicable, possible restitution of an amount equal to the difference between the price paid or received by an account and the more advantageous price paid or received by the offending person.

Under certain circumstances, violations of this Policy may subject individual members of Firm Personnel or officers of the Firm, or the Firm itself, to enforcement action by the Securities and Exchange Commission (SEC) or other regulatory authorities.

VII. Amendments and Modifications

This Policy may not be amended or modified except in a written form which is specifically approved by the Firms Compliance Department.

Appendices

Appendix A-1

Initial Securities Account Identification Form – Fund Access Persons Only

Appendix A-2

Quarterly Securities Transaction Report Form

Appendix A-3

Initial/Annual Holdings Report Form Upon Attaining Fund Access Status

Appendix B-1

Firm Personnel and Fund Access Person Certification

Appendix B-2

Firm Personnel Identified as Fund Access Persons or Investment Officers

Appendix C:

Definitions and Examples

Page 14

Code Of Ethics

Appendix A-1 Initial Securities Account Identification Form

Fund Access Persons Only

FROM:

This report is being submitted pursuant to the Code established by the Firm. The undersigned certifies that the following is an accurate and complete listing of all securities accounts in which I have a Beneficial Interest and that I will inform the Firm, in writing, of any additional such account that may be established not later than 10 days after the calendar quarter in which such additional account is established:

Date Established	Name of the Account/Account No.	Name of Broker/Bank/Adviser

PLEASE BE ADVISED THAT YOUR EMPLOYMENT IS CONTINGENT UPON THE FIRM’S RECEIPT OF A SIGNED AND COMPLETED APPENDEX A-1, WITHIN 10 BUSINESS DAYS FROM YOUR START DATE. FAILURE TO DO SO MAY RESULT IN TERMINATION.

Name of Reporting Person (Print): _________________________________

Signature of Reporting Person: _________________________________

Date of Submission _________________________________

Page 15

Code Of Ethics

Appendix A-2 Quarterly Securities Transaction Report for the Quarter Ending 6/30/2011

***See Important Definitions contained in Code of Ethics***

FROM: TO BE COMPLETED BY FUND ACCESS PERSONS ONLY

(see list of fund access persons on Appendix B-2, attached hereto)

This report is being submitted pursuant to the Code established by the Firm. The undersigned certifies that the transactions described below were purchased or sold in reliance upon public information lawfully obtained and were not based upon information obtained as a result of any affiliation with the Firm.

2.	Please Check One:

q	The undersigned had no reportable securities transactions during the above-referenced quarterly period. OR

q	Please see attached confirmation/statement relating to reportable securities transactions during the above referenced period, which statement includes all of the information indicated in the table below. OR

q	Duplicate confirms have been provided to the Firm with respect to all reportable securities transactions. OR

q	The undersigned had the following reportable securities transactions during the above referenced period:

Date	Transaction	Security	Amount	Price/Share	Broker	Total Commission
		(interest rate/maturity date, if applicable)	(principal amount, if applicable)
Example (1/3/00)	(Sold)	(IBM Common)	(100 Shares)	($48 1/2)	(Paine Webber)	($148)

(1/25/00)	(Buy)	(NYC Housing Bond)	($5000)			(NA)
		(7.25% 12/31/08)

3.	Please Check One:

q	The undersigned certifies that an accurate listing of all securities accounts in which I have a Beneficial Interest is on file with the Firm. OR

q	During the above-referenced quarterly period, the undersigned established following account(s):

Date Established	Name of the Account/Account No.	Name/Address of Broker/Bank/Adviser

I certify that the information I am providing in this report is accurate and includes all transactions pursuant to which, and account in which, I acquired direct or indirect beneficial ownership of a security, other than transactions in U.S. Government securities, transactions in mutual fund shares or transactions in accounts over which I have no direct or indirect influence or control in accordance with a determination to that effect under the Policy. This report shall not be construed as an admission that I have or have had any direct or indirect beneficial ownership in the securities listed.

Name of Reporting Person (Print): ___________________________

Signature of Reporting Person: _________________________________

Date of Submission _________________________________

Note: Report must be filed within thirty days of the end of the calendar quarter to which the report relates.

Page 16

Code Of Ethics

Appendix A-3 Initial/Annual Holdings Report Form

UPON OBTAINING FUND ACCESS STATUS

FROM:

This report is being submitted pursuant to the Code established by the Firm. The undersigned certifies that the following is an accurate and complete listing of all Covered Securities in which I have a Beneficial Interest.

q	As of 6/30/2011

Broker Name and Address	Account No.	Security (include CUSIP, if available)	No. of Shares	Amount

Name of Reporting Person (Print): _________________________________

Signature of Reporting Person: _________________________________

Date of Submission _________________________________

Note: This statement must be submitted within 10 days of the date on which such person becomes a Fund Access Person. All information contained herein must be current as of a date no more than 45 days prior to the date on which the person submitting the report became an access person.

You may attach account statement(s) in lieu of providing a separate listing above, if all required information appears on such statements if using this form in conjunction with the Annual Statement or Initial Statement.

o Check this box if you have notified the Compliance Department of all of your outside brokerage accounts and, to the best of your knowledge, believe that duplicate statements are presently forwarded to the Compliance Department for review.

Page 17

Code Of Ethics

Appendix B-1 Firm Personnel and Fund Access Person Certification

The undersigned hereby certifies that he/she is has received a copy of and understands the Code adopted by the Firm and in particular is aware of the following:

1)	The interests of the Firm’s clients are paramount; avoid even the appearance of acting other than in the best interest of a client.

2)	Keep all matters relating to the Firm or its clients strictly confidential.

3)	Firm Personnel may not participate in any IPO or secondary offering, either directly or indirectly, except under extraordinary circumstances and then only with the prior written approval of the Firm; Firm Personnel may not facilitate such participation by any client of the Firm.

4)	Purchases of any privately placed security must be approved by the Firm before the acquisition.

Firm Personnel are forbidden from trading, either personally or on behalf of others, on material non-public inside information (insider trading) and from communicating or disseminating material non-public inside information to others. Information is inside information if it is not generally known to the marketplace. Information is considered material if is likely to be considered important by a reasonable investor in making an investment decision.

Fund Access Person must file all report listed in Section II of this Code of Ethics. Additionally, Fund Access Persons are required to obtain pre-clearance from the Compliance Department for all security trades. (Exemptions are: Mutual funds (where you have no discretion on investments), Unit Investment Funds and Variables). Requests for trade approvals must be sent to RIMCompliance (RIMCompliance@rochdale.com) and CSTrading (CSTrading@rochdale.com). Compliance approvals will be sent via return email.

7)	All Firm Personnel will be required to receive prior approval from the Compliance Department before executing transactions of the Fund in any size. Notwithstanding, prior approval is not required for Managed Accounts where a member of Firm Personnel has no discretion.

8)	All Firm Personnel are to advise the Compliance Department of any new accounts opened during the course of their employment or affiliation with the Firm.

All Firm Personnel are required to notify and obtain written approval from the Compliance department prior to engaging in any outside business activities. i.e. any person employed by any third party as a result of any business activity(ies) outside the scope of his or her relationship with Rochdale, whether compensation is received or not. This includes, but is not limited to, part-time and volunteer based employment.

10)	Every member of Firm Personnel will be required annually to certify that he or she has complied with those reporting requirements to which he or she is subject under this Policy.

IMPORTANT: Check and Initial Only if Applicable

q The undersigned further acknowledges that he/she has been deemed a Fund Access Person under this Policy, or member of Firm Personnel and has complied with each standard and reporting requirement to which he or she is subject.

Name of Reporting Person (Print): _________________________________

Signature of Reporting Person: _________________________________

Date of Submission _________________________________

Page 18

Code Of Ethics

Appendix B-2: Firm Personnel Identified as Fund Access Persons or Investment Officers

(1) Standard for Identifying Firm Personnel who are Fund Access Persons under this Policy.

A. All directors, officers and general partners of the Firm shall be deemed Fund Access Persons.

The Firm’s officer and directors are:

Name	Position with the Firm	Position with the Fund
Carl Acebes	Founder, Chairman and Co-Chief Investment Officer	Chairman
Garrett D’Alessandro	CEO, President and Co-Chief Investment Officer	President
John Buckley	Executive Vice President & Western Regional Director	None
Kurt Hawkesworth	COO, General Counsel and Secretary	Secretary
Barbara Hawkesworth	Executive VP, Deputy General Counsel and CCO	Chief Compliance Officer

B. The term “Fund Access Person” shall also include any Firm Personnel1 in connection with his or her regular functions or duties,

makes or participates in the making of recommendations regarding the purchase or sale of Covered Securities, or obtains information regarding the purchase or sale of Covered Securities by a Portfolio of the Fund, or

whose functions relate to the making of any recommendations with respect to the purchases or sales of securities by any Portfolio of the Fund.

As of June 30, 2011, these individuals are:

Name	Position with the Firm	Position with the Fund
Adam Elover	PMA	None
Amy Chen	Analyst	None
Anastasia Evdokunina	PMA	None
Andrew O’Connor	Research Assistant	None
Anindya Chatterjee	Senior Portfolio Manager	None
Anthony Sozio	Registered Fund Ops Supervisor	Assistant Secretary
Anthony Anglade	PM Assistant	None
Ben Younessian	Controller	Officer
Bryan Lynch	Portfolio Strategy Asst	None
Cameron Hunt	PMA	None
Charles Alberton	PM	None
Creighton Taylor David Coiro	Portfolio Analyst Vice President and Senior Portfolio Manager	None None
David Abella	Analyst	None
David Shmulewitz	Operations	None

Page 19

Code Of Ethics

Derek Roy	Investment Consultant	None
Donna Krivinskas	PM Assistant	None
Eden Walker	Executive Assistant	None
Elizabeth Dooley	PM	None
Fang Zhou	Analyst	None
Gerard Alesi	Process Development	None
Gregg Giaquinto	Executive VP & CCO	None
Harry Martin	EVP - Investment Consulting	None
Jeffrey Gage	Executive VP- FCA Rochdale	None
Jennifer Kyhos John Fulgham	Portfolio Strategy Asst SVP - Investment Consulting	None None
John Geraghty	PMA	None
John Gloistein	Associate	None
John Kakolewski	PMA	None
Jonathan Doyle	Investment Consultant	None
Kashif Ahmad	VP – Investment Consulting	None
Keith Brennan	Associate Portfolio Analyst	None
Kevin Barlow	Sales Associate	None
Kristian Kruger	PMA	None
Lindsey Cook	PMA	None
Lystra Goldstein	Accounting Director	None
Mac McCall	SIC	None
Mark Zabala	PMA	None
Michael Balabanovsky	SVP Systems Development	None
Mitchell Cepler	Senior Controller	None
Neal Rubin	Offshore Investment Mgmt	None
Neela Datta	Analyst	None
Nikhil Mahajan	Research Analyst	None
Pat Vignone	VP Business Development	None
Paul Guerney	PM	None
Poul Erik Olsen	Private Client PM	None
Richard Barton	Legal and Compliance Counsel	None
Robert DeLong	Portfolio Manager	None
Robert Meckstroth	PM Assistant	None
Romaine Lyttle	Sales Associate	None
Rowan Acebes	Sales Associate	None
Russell Launer	VP Client Service	None
Scott Frumhoff	SVP Business Development	None
Scott Pollaci	Financial Strategist	None
Scott Tiedke	Legal and Compliance	None
Sheldon Brandau	PM	None
Stephanie Reese	PMA	None

Page 20

Code Of Ethics

Steven Denike	Portfolio Strategy Analyst	None
Ted Cox	SVP - Investment Consulting	None
Thomas Ehrlein	Mgr – Portfolio Analysis & Design	None
Tony Hu	Analyst	None

C. Any natural person in a control relationship to the Firm who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the any Portfolio of the Fund.

Page 21

Code Of Ethics

Appendix C: Definitions/Examples

Fund Access Person: Rule 204A-1 defines an access person as any supervised persons who has access to nonpublic information regarding clients purchase or sale of securities, is involved in making securities recommendations to clients or who has access to such recommendations that are nonpublic. Additionally, a supervised person who has access to nonpublic information regarding the portfolio holdings of affiliated mutual funds is also an access person.

Fund Access Person means:

(i)

All officers , directors and general partners of the Firm;

(ii)

Any Firm Personnel5 in connection with his or her regular functions or duties makes or participates in the making of recommendations regarding the purchase or sale of Covered Securities, or obtains information regarding the purchase or sale of Covered Securities by a Portfolio of the Fund, or whose functions relate to the making of any recommendations with respect to the purchases or sales of securities by any Portfolio of the Fund; and

(iv)

Any natural person in a control relationship to the Firm who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the any Portfolio of the Fund.

(v)

Any Firm Personnel who serves an advisor of a fund or as its investment advisor.

Firm Personnel means any individual that is an officer, director, employee, independent contractor, or any way affiliated with or representing in their job functions Rochdale Investment Management or its affiliates.

Personal Securities Account means any securities or brokerage account of the individual member of Firm Personnel.

Related Account means any securities account in which the individual member of Firm Personnel has Beneficial Ownership Interest.

Beneficial Ownership Interest of a security is defined under Rule 16a-1 (a)(2) of the Securities Exchange Act of 1934, which provides that a member of Firm Personnel should consider himself/herself the beneficial owner of securities held by his/her spouse, his/her minor children, a relative who shares his/her home, or other persons, directly or indirectly, if by reason of any contract, understanding, relationship, agreement or other arrangement, he/she obtains from such securities benefits substantially equivalent to those of ownership. He/she should also consider himself/herself the beneficial owner of securities if he/she can vest or reinvest title in himself/herself now or in the future.

For purposes of the Code, you will be deemed to have a beneficial interest in a security under the following circumstances:

securities you own, no matter how they are registered, and including securities held for you by others (for example, by a custodian or broker, or by a relative, executor or administrator) or that you have pledged to another (as security for a loan, for example);

securities held by a fund of which you are a beneficiary (except that, if your interest is a remainder interest and you do not have or participate in investment control of fund assets, you will not be deemed to have a beneficial interest in securities held by the fund);

securities held by you as trustee or co-trustee, where either you or any member of your immediate family (i.e., spouse, children or descendants, stepchildren, parents and their ancestors, and stepparents, in each case treating a legal adoption as blood relationship) has a beneficial interest (using these rules) in the fund.

1 Under Rule 17j-1, certain officers and/or employees of any company that controlled the Firm would also be deemed a Trust Access Persons.

Page 22

Code Of Ethics

securities held by a fund of which you are the settlor, if you have the power to revoke the fund without obtaining the consent of all the beneficiaries and have or participate in investment control;

securities held by any partnership in which you are a general partner, to the extent of your interest in partnership capital or profits;

securities held by a personal holding company controlled by you alone or jointly with others;

securities held by (i) your spouse, unless legally separated, or you and your spouse jointly, or (ii) your minor children or any immediate family member of you or your spouse (including an adult relative), directly or through a fund, who is sharing your home, even if the securities were not received from you and the income from the securities is not actually used for the maintenance of your household; or

securities you have the right to acquire (for example, through the exercise of a derivative security), even if the right is not presently exercisable, or securities as to which, through any other type of arrangement, you obtain benefits substantially equivalent to those of ownership.

You will not be deemed to have beneficial ownership of securities in the following situations:

Transactions and holdings in direct obligations of the Government of the United States.

Money market instruments-bankers acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other higher quality short term debt instruments.

Shares of money market funds.

Transactions and holdings in shares of other types of mutual funds, unless the adviser or a control affiliate acts as the investment adviser or the principal underwriter for the fund.

Transactions in units of a unit investment fund if the unit investment fund is invested exclusively in unaffiliated mutual funds.

securities held by a limited partnership in which you do not have a controlling interest and do not have or share investment control over the partnership’s portfolio; and

securities held by a foundation of which you are a trustee and donor, provided that the beneficiaries are exclusively charitable and you have no right to revoke the gift.

These examples are not exclusive. There are other circumstances in which you may be deemed to have a beneficial interest in a security. Any questions about whether you have a beneficial interest should be directed to the Designated Principal.

Covered Security means a security defined in section 2(a)(36) of the Act [15 U.S.C. 80(a)(36)], except that it does not include:

(i)

Direct obligations of the Government of the United States;

(ii)

Bankers' acceptances, bank certificates of deposit, commercial paper and high-quality short-term debt instruments, including repurchase agreements; and

(iii)

Shares issued by mutual funds, including The Rochdale Trust.

Designated Principal means Garrett D’Alessandro and/or any individual designated by Garrett D’Alessandro. The persons designated by Garrett D’Alessandro are Gregg Giaquinto, Kurt Hawkesworth and Barbara Matin Hawkesworth.

Page 23

Code Of Ethics