Securities Act File No. 333-
Investment Company Act File No. 811-22552
 
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
 
AUGUST 30, 2011.
 
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
 
FORM N-2
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] 
 
Pre-Effective Amendment No.
[ ]
   
Post-Effective Amendment No.
[ ]
and/or
 
   
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940
[X]
   
Amendment No.
[ ]
(Check appropriate box or boxes)
 

ROCHDALE INTERNATIONAL TRADE FIXED INCOME FUND
(Exact name of Registrant as specified in charter)
 
570 Lexington Avenue
New York, New York 10022-6837
 
(Address of Principal Executive Offices)
 
Registrant’s Telephone Number, including Area Code: (212) 702-3500
 
Kurt Hawkesworth, Esq.
Senior Executive Vice President, Chief Operating Officer and General Counsel
Rochdale Investment Management LLC
570 Lexington Avenue
New York, New York 10022 6837
 
Copies to:
 
Robert S. Schneider, Esq.
Darren J. Edelstein, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue
New York, New York 10176
 

                                                                                                                                          
 
 

 
 
ROCHDALE INTERNATIONAL TRADE FIXED INCOME FUND
CROSS REFERENCE SHEET
PARTS A AND B
 
ITEM NO.
 
LOCATION IN OFFERING MEMORANDUM
     
1. 
 
Outside Front Cover Page
Not Applicable
2. 
 
Inside Front and Outside Back Cover Page;
Other Offering Information
 
Not Applicable
 
3. 
 
Fee Table and Synopsis
Summary; Summary of Fund Expenses; Fees and
Expenses
 
4. 
 
Financial Highlights
Not Applicable
5. 
 
Plan of Distribution
Not Applicable
6. 
 
Selling Shareholders
Not Applicable
7. 
 
Use of Proceeds
Use of Proceeds
8. 
 
General Description of the Registrant
Outside Front Cover Page; Summary; Investment
Objective and Strategies; General Information
 
9. 
 
Management
Management of the Fund
10. 
 
Capital Stock, Long-Term Debt, and Other
Securities
 
General Information
11. 
 
Defaults and Arrears on Senior Securities
Not Applicable
12. 
 
Legal Proceedings
Legal Proceedings
13. 
 
Table of Contents of the Statement of
Additional Information
 
Not Applicable
14. 
 
Cover page of SAI
Not Applicable
15. 
 
Table of Contents of SAI
Not Applicable
16. 
 
General Information and History
Not Applicable
17. 
 
Investment Objective and Policies
Investment Objective and Strategies; Principal Risk
Factors Relating to the Fund’s Structure; and Principal
Risk Factors Relating to Types of Investments, and 
Investment Strategies
 
18. 
 
Management
Management of the Fund
19. 
 
Control Persons and Principal Holders of
Securities
 
Control Persons and Principal Holders of Securities
20. 
 
Investment Advisory and Other Services
Management of the Fund
21. 
 
Portfolio Managers
Portfolio Managers
22. 
 
Brokerage Allocation and Other Practices
Portfolio Transactions
23. 
 
Tax Status
Taxation of  the Fund
24. 
 
Financial Statements
Financial Statements

 
ii

 
 
Name: ________________________________________                                                                                                                                                                                         Copy No.________
 

 

 

 
ROCHDALE INTERNATIONAL TRADE FIXED INCOME FUND
 
570 Lexington Avenue
 
New York, NY 10022-6837
 
CONFIDENTIAL PRIVATE OFFERING MEMORANDUM
 

 

 
Manager:
 
Rochdale Investment Management LLC
 

 

 
August 30, 2011
 
 
iii

 
 
ROCHDALE INTERNATIONAL TRADE FIXED INCOME FUND

 
ROCHDALE INTERNATIONAL TRADE FIXED INCOME FUND (the “Fund”) is a Delaware statutory trust formed in May 2008, although it has not commenced operations as of the date hereof.  The Fund intends to commence operations on September 1, 2011, or such later time as determined by the Board (as defined below) after the subscriptions to the Fund are equal to or greater than $20 million.  The Fund is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as a closed-end management investment company.  The Fund’s investment objective is to provide total return substantially derived from interest income earned on loans and other forms of debt obligations.  These loans and other forms of debt obligations will be made to borrowers located in or having exposure to the emerging markets that have financing needs which are of an import, export, trade finance or other developmental or asset-related nature. While there is no assurance that the Fund will achieve its investment objective, it endeavors to do so by following the strategies and policies described in this confidential private offering memorandum of the Fund (the “Offering Memorandum”).
 
Rochdale Investment Management LLC (the “Manager” or “Rochdale”) is the investment adviser to the Fund. The Manager has selected GML Capital LLP, a limited liability partnership formed in England (the “Sub-Adviser”) as sub-investment adviser with respect to the Fund.
 
The Fund pursues its investment objective by investing primarily in trade finance, structured trade finance, export finance and project finance obligations or related obligations of companies, banks or other entities (including sovereign entities) located primarily in or having exposure to global emerging markets (“trade finance related securities”).
 
This Offering Memorandum applies to the offering of common shares (“Shares”) of the Fund.  No person who becomes a shareholder of the Fund (each, a “Shareholder”) will have the right to require the Fund to redeem or repurchase any Shares.
 
Upon purchasing Shares of the Fund, a Shareholder will become bound by the terms and conditions of the trust agreement (“Trust Agreement”).  The material terms of the Trust Agreement are described in this Offering Memorandum.
 
The Fund Shares are an illiquid investment. The Shares will neither be listed on any securities exchange nor will they trade in a secondary market.  The Shares are subject to substantial restrictions on transferability and resale.  Although the Fund may offer to repurchase Shares from time to time, it is not obligated to do so and Shares will not be redeemable at an investor’s option nor will they be exchangeable for interests or shares of any other fund. As a result, a Shareholder may not be able to sell or otherwise liquidate his, her or its Shares.  See “Principal Risk Factors Relating to the Fund’s Structure – Closed-End Fund; Limited Liquidity; Shares Not Listed; Repurchases of Shares.”  The Shares are appropriate only for those investors who can tolerate the risks associated with investment in emerging markets and who do not require a liquid investment.
 
This Offering Memorandum provides information that a prospective investor should know about the Fund before investing.  Prospective investors are advised to read this Offering Memorandum carefully and to retain it for future reference.  Shareholders and prospective shareholders can obtain other information about the Fund, on the SEC’s website (http://www.sec.gov).
 
 
iv

 
 
Neither the SEC nor any state securities commission has determined whether this Offering Memorandum is truthful or complete, nor have they made, nor will they make, any determination as to whether anyone should buy these securities.  Any representation to the contrary is a criminal offense.
 
In addition, the Fund’s Sales Agent: RIM Securities LLC, Rochdale or their affiliates (collectively the “Rochdale affiliates”) may or may not pay from their own resources additional compensation to brokers or dealers in connection with the sale and distribution of the Shares or servicing of investors (“additional compensation for distribution or service”).  Whether the Rochdale affiliates will pay this additional compensation and the amount thereof may be determined by referring to the Manager’s contractual agreement to waive and/or reimburse the Fund’s expenses to the extent: (i) necessary to limit the Fund’s combined annualized expenses to 1.5%; (ii) the amount waived and/or reimbursed is for distribution or service; and (iii) if any amount is for the Fund’s distribution, the Fund is not permitted to pay such an amount.
 
The Shares are not deposits or obligations of, or guaranteed or endorsed by, any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency.
 
Prospective investors should not construe the contents of this Offering Memorandum as legal, tax or financial advice.  Each prospective investor should consult with his, her or its own professional advisers as to the legal, tax, financial, or other matters relevant to the suitability of an investment in the Fund.
 
These securities are subject to substantial restrictions on transferability and resale.
 
THE FUND’S SALES AGENT IS RIM SECURITIES LLC AT 1-800-245-9888.
 
 
v

 
 
TABLE OF CONTENTS
 
Page
 
SUMMARY
1
SUMMARY OF EXPENSES
9
INVESTMENT OBJECTIVE AND STRATEGIES
10
PRINCIPAL RISK FACTORS RELATING TO THE FUND’S STRUCTURE
24
PRINCIPAL RISK FACTORS RELATING TO TYPES OF INVESTMENTS, AND INVESTMENT STRATEGIES
27
MANAGEMENT OF THE FUND
39
FEES AND EXPENSES
55
PORTFOLIO TRANSACTIONS
58
VOTING
58
PROXY VOTING PROCEDURES
59
CONFLICTS OF INTEREST
61
CONTROL PERSONS
61
PURCHASE OF SHARES
62
TRANSFERS OF SHARES
67
NET ASSET VALUATION
68
SHARES
70
TAXATION OF THE FUND
70
ERISA CONSIDERATIONS
72
INVESTOR SUITABILITY
73
REPORTS TO SHAREHOLDERS
76
FISCAL YEAR
76
ACCOUNTANTS AND LEGAL COUNSEL
77
PRIVACY NOTICE
77
LEGAL PROCEEDINGS
77
FINANCIAL STATEMENTS
78
 
 
vi

 
 
SUMMARY
 
This is only a summary and does not contain all of the information that a prospective investor should consider before investing in Rochdale International Trade Fixed Income Fund (the “Fund”). Before becoming a shareholder in the Fund (a “Shareholder”), a prospective investor in the Fund should carefully read the more detailed information appearing elsewhere in this Offering Memorandum and the terms and conditions of the Fund’s Trust Agreement (the “Trust Agreement”), each of which should be retained by any prospective investor.
 
THE FUND
The Fund is a Delaware statutory trust formed in May 2008, although it has not commenced operations as of the date hereof.  The Fund intends to commence operations on September 1, 2011, or such later time as determined by the Board (as defined below) after the subscriptions to the Fund are equal to or greater than $20 million.  The Fund is registered under Investment Company Act of 1940, as amended (the “1940 Act”) as a closed-end, non-diversified, management investment company.
 
THE OFFERING
Initial and subsequent purchases generally will be accepted quarterly.  The Fund’s organizational and initial offering expenses are being borne by the Manager (as defined below).
 
RISK FACTORS
The Fund’s investment strategy entails certain risks which are typical of investments generally made in emerging markets as well as risks specific to the asset class of trade finance and other asset based related loan securities. The Fund has no operating history.  Shares in the Fund (the “Shares”) will not be traded on any securities exchange, are not expected to trade on any other market, and are subject to substantial restrictions on transferability and resale. The Fund may, but is not obligated to, offer to repurchase Shares but the Shares will not be redeemable at a Shareholder’s option nor will they be exchangeable for interests or shares of any other fund, because the Fund is a closed-end investment company. The Fund may repurchase less than the full amount of Shares that a Shareholder requests to be repurchased.  If the Fund does not repurchase a Shareholder’s Shares, the Shareholder may not be able to dispose of his, her or its Shares, even during periods of Fund underperformance, due to the substantial restrictions on the transferability and resale of the Shares. 
 
The Manager has agreed to waive and/or reimburse the Fund’s expenses to the extent needed to limit the Fund’s combined annual operating expenses to 1.5% during the first year of the Fund’s operations.  A non-diversified portfolio may generate more volatility.  See “Summary of Expenses” and “Investment Objective and Strategies.”
 
The circumstances under which the Fund’s board of Trustees (the “Board”) may suspend, postpone or terminate this offering include the following: (1) any period during which an emergency exists as a result of which it is not reasonably practicable for the Fund to purchase the securities it plans for its portfolio or to determine the value of the Fund’s net assets; (2) any other periods that the U.S. Securities and Exchange Commission (the “SEC”) permits by order for the protection of the Shareholders; or (3) other unusual circumstances as the Board deems advisable for the Fund and its Shareholders.
 
 
 
 

 
 
 
The Fund will compute its net asset value (i.e. its total assets less its total liabilities, including accrued fees and expenses) as of the last business day of each month.  When the Fund values its trade finance and other asset based related loan securities and other investments, market prices will not be readily available for some or all of its investments.  Securities for which market prices are not readily available will be valued at fair value as determined in good faith in accordance with procedures approved by the Board. When making  a determination of the fair value of a trade finance related security, the Manager and the Sub-Adviser (as defined below) will consider a variety of factors that will include but not be limited to: (1) the cost and/or repayment performance of the underlying trade finance related security, (2) the last reported price at which the investment was traded, (3) any information regarding the investment, the issuer, its sector, country or region (4) changes in financial conditions and business prospects disclosed in the issuer’s financial statements and other reports, (5) publicly announced transactions involving the issuer, (6) comparisons to other investments or to financial indices that are correlated to the investment, (7) with respect to fixed income investments, changes in market yields and spreads, and (8) other factors that might affect the investment’s value. Prospective Fund investors should be aware that situations involving uncertainties as to the value of the Fund’s investment positions could have an adverse effect on the Fund’s net assets if the judgments of the Manager or the Sub-Adviser should prove incorrect.  See “Net Asset Valuation.”
 
Investments in trade finance related and other asset based related loan securities will involve underlying exposure to international securities, international companies and financial markets, including markets in emerging countries, which will present political, regulatory, economic and legal risks that are significant and that may differ in kind and degree from risks presented by investments in the United States.  The Fund will principally be invested in securities outside of the United States.  Further, it may be more difficult or impossible to effect service of process, enforce judgments obtained in U.S. courts against international entities based on U.S. securities law, bring an original action in international court to enforce liability against an international entity based on U.S. securities law, and bring Shareholder claims or claims on behalf of Shareholders.
 
 
 
 
 
2

 
 
 
Special tax risks are associated with an investment in the Fund. See “Taxation of the Fund.”
 
THE MANAGER AND
SUB-ADVISER
Pursuant to an investment management agreement (the “Investment Management Agreement”), Rochdale Investment Management LLC, an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), serves as the investment adviser (the “Manager”) for the Fund. The Manager is authorized, subject to the approval of the Board, to retain one or more other organizations, including its affiliates, to provide any or all of the services required to be provided by the Manager to the Fund or to assist in providing these services. The Manager entered into a sub-investment advisory agreement (“Sub-Investment Advisory Agreement”) with GML Capital LLP (the “Sub-Adviser”), a limited liability partnership formed in England whose managing member is GML International Limited (the “Managing Member”).  The Sub-Adviser is an investment adviser registered under the Advisers Act. The Sub-Adviser has investment discretion to manage the investments of the Fund and is responsible for performing credit analysis, due diligence on each specific investment included in the portfolio and overall portfolio risk management, subject to the general supervision of the Manager.
 
The Manager is owned primarily by Carl Acebes who is its Chairman, Co-Chief Investment Officer and Founder and Garrett R. D’Alessandro who is its Chief Executive Officer, President and Co-Chief Investment Officer.  The Managing Member of the Sub-Adviser is majority owned by Stefan Pinter, who is a Founding Member and Chief Executive Officer and Chief Investment Officer of the Sub-Adviser.  The Sub-Adviser, based in London, is authorized and regulated by the Financial Services Authority in the UK, and is a SEC registered investment adviser.  See “Management of the Fund – The Manager” and “– The Sub-Adviser.”
 
THE
ADMINISTRATOR,
TRANSFER AGENT
AND FUND
ACCOUNTANT
U.S. Bancorp Fund Services, LLC (the “Administrator”) serves as administrator to provide services to the Fund including preparing, coordinating and/or supervising reports, filings, marketing materials and tax returns, among other services for the Fund.  The Administrator also monitors and oversees the activities of the Fund’s servicing agents (i.e., custodian, fund accountants, etc.); handles expense accruals; and performs such additional services as may be agreed upon by each of the Fund, the Manager, the Sub-Adviser and the Administrator.  The Administrator also serves as the Fund’s transfer and dividend disbursing agent and maintains and preserves certain books and records of the Fund.  The Administrator is compensated by the Fund for providing these services to the Fund.
   
FEES AND EXPENSES
Investment Management Fee. The investment management fee is shared by the Manager and the Sub-Adviser. The Fund will pay the Manager an investment management fee at an annual rate equal to 0.70% of the Fund’s month-end net assets, including assets attributable to the Manager (or its affiliates) and before giving effect to any repurchases by the Fund of Shares.  The investment management fee will accrue monthly and will be payable at the end of each quarter. The investment management fee will be paid to the Manager out of the Fund’s assets. Out of the 0.70% investment management fee (i) the Manager will retain 0.25% of the Fund’s month-end net assets, including assets attributable to the Manager (or its affiliates) and before giving effect to any repurchases by the Fund of Shares and (ii) 0.45% of the Fund’s month-end net assets, including assets attributable to the Manager (or its affiliates) and before giving effect to any repurchases by the Fund of Shares will be paid as a sub-investment advisory fee by the Manager to the Sub-Adviser. See “Fees and Expenses – Investment Management Fee Shared By the Manager and Sub-Adviser.”
 
Administrative Fee. The Fund will also pay the Administrator a fee at an annual rate equal to 0.08% of the first $150 million, 0.06% of the next $250 million and 0.04% of the balance over $400 million of the Fund’s month-end net assets, before giving effect to any repurchases by the Fund of Shares.  See “Fees and Expenses – Administrative Fee.”
 
Investor Servicing Fee.  The Fund will pay a fee to RIM Securities LLC (the “Sales Agent”) to reimburse it for payments made to broker-dealers and certain financial advisers that have agreed to provide ongoing investor services to investors in the Fund that are their customers (“Investor Service Providers”).  This fee will be paid quarterly and will be in an amount, with respect to each Investor Service Provider, not to exceed the lesser of: (i) 0.20%1 (on an annualized basis) of the aggregate value of outstanding Shares held by Shareholders that receive services from the Investor Service Provider, determined as of the last day of the calendar month (before any repurchases of Shares from such Shareholders); or (ii) the Sales Agent’s actual payments to the Investor Service Provider.  See “Fees and Expenses – Investor Servicing Arrangements.”
________________________
1           The Sales Agent may waive a portion of this fee based upon the success of the Fund.
 
 
4

 
 
CONFLICTS OF
INTEREST
The investment activities of the Manager, the Sub-Adviser and their respective affiliates, and their directors, trustees, managers, shareholders, partners, members, officers, and employees, for their own accounts and other accounts they manage, may give rise to conflicts of interest in relation to the Fund. The Fund’s operations may give rise to other conflicts of interest.  See “Conflicts of Interest.”
 
PURCHASE OF
SHARES
The Fund may accept both initial and additional applications by Shareholders, and/or applications by prospective investors to purchase Shares at such times as the Fund may determine, subject to the receipt of cleared funds five business days prior to the acceptance date set by the Fund.  Pending investment in the Fund, the proceeds of any offering will be placed by the Sales Agent in a non-interest bearing custody account.  Initial and subsequent purchases will generally be accepted quarterly.  The Fund reserves the right to reject in its complete and absolute discretion any application for Shares in the Fund.
 
The Fund also reserves the right to suspend purchases of Shares at any time.  Generally, the minimum initial investment in the Fund is $50,000 and the minimum additional investment is $25,000. Brokers selling Shares may establish higher minimum investment requirements than the Fund, and may independently charge Shareholders transaction fees and additional amounts (which may vary) in return for their services. See “Purchase of Shares,” “Net Asset Valuation,” and “Investor Suitability.”
 
REPURCHASES OF
SHARES
No Shareholder will have the right to require the Fund to redeem its Shares. The Fund from time to time may, but is not obligated to, offer to repurchase Shares.  These repurchases will be made at such times and on such terms as may be determined by the Board from time to time in its complete and absolute discretion.  After the Fund has been in operation for six months (1) the Board expects that it will attempt to conduct repurchase offers semi-annually (but is not obligated to do so) to permit the Fund to fulfill its present intentions regarding repurchase offers and (2) the Board expects, but is not obligated, to offer to repurchase Shares from Shareholders.  Thereafter, the Board expects, but is not obligated, to repurchase Shares on a semi-annual basis, provided, however, that a Shareholder may not tender his, her or its Shares to be repurchased as of any day which occurs prior to the day immediately preceding the six-month anniversary of the purchase of such Shares.  A Shareholder who tenders some but not all of his, her or its Shares for repurchase will be required to maintain a minimum investment equal to $50,000 (valued on the basis of the then prevailing net asset value per Share of the Fund at the time such request for repurchase is lodged).  The Fund reserves the right to reduce the amount to be repurchased from a Shareholder so that the required minimum investment balance is maintained. See “Purchase of Shares –  Repurchases of Shares.”
 
 
 
5

 
 
TRANSFER OF
SHARES
Shares may be transferred only (i) due to the death, divorce, bankruptcy, insolvency, or dissolution of a Shareholder or (ii) under extremely limited circumstances, with the prior written consent of the Board. The Board will consider consenting to: (a) a transfer where the tax basis of the Shares in the hands of the transferee is determined by reference to its tax basis in the hands of the transferring Shareholder (e.g., certain gifts and contributions to family entities), or (b) a transfer to a Shareholder’s immediate family member (sibling, spouse, parent, and child). See “Transfers of Shares” for more details.
 
INVESTOR
SUITABILITY
An investment in the Fund involves an assumption of risk.  It is possible that a Shareholder may lose some or all of his, her or its money.  Before making an investment decision, a prospective investor should, among other things: (i) consider the suitability of the investment with respect to such prospective investor’s investment objectives and personal situation; (ii) consider other factors including personal net worth, income, age, risk tolerance, tax situation, and liquidity needs; and (iii) only invest in the Fund money that he, she or it will not need access to within fifteen months from the date of investment.  A prospective investor should invest in the Fund only money that he, she or it can afford to lose and should not invest in the Fund money to which he, she or it will need access in the short-term or on a frequent basis.
Shares are being offered exclusively to institutional and individual investors who qualify as “accredited investors” (within the meaning of Rule 501(a) under the Securities Act of 1933, as amended).
 
MANDATORY
REDEMPTION
By purchasing Shares of the Fund, each new Shareholder will be bound by the Trust Agreement.  Under the Trust Agreement, the Fund may cause a mandatory redemption of Shares held by a Shareholder or any person acquiring Shares from or through a Shareholder if the Board or, on behalf of the Board, the Manager determines or has reason to believe, among other things, any of the following:
It would be in the best interests of the Fund to cause a mandatory redemption of Shares.
 
 
Shares have been transferred or vested in any person by operation of law, such as by death, dissolution, bankruptcy, or incompetence of a Shareholder; or 
 
  A Shareholder’s ownership of Shares will cause the Fund to be in violation of law, rules or regulations, or subject the Fund or the Manager or the Sub-Adviser to more registration or regulation; or 
 
 
6

 
 
 
Continued ownership of Shares may be harmful or injurious to the business or reputation of the Fund or the Manager or the Sub-Adviser, or may subject the Fund or any Shareholders to an undue risk of adverse tax or other fiscal consequences; or 
 
 
Any representation or warranty made by a Shareholder in connection with the purchase of Shares was not true when made or has ceased to be true; or 
 
 
It would be in the best interests of the Fund to cause a mandatory redemption of Shares.
 
TAXES
The Fund expects to qualify each year as a regulated investment company (“RIC”) for U.S. federal income tax purposes. In order to elect and maintain its status as a RIC under the Internal Revenue Code of 1986, as amended (the “Code”), the Fund must diversify its investments, earn its income from specified types of investments, and meet certain distribution requirements each year.  If the Fund satisfies such requirements, it generally will not be subject to tax on any income distributed to its Shareholders.  See “Taxation of the Fund.”
 
ERISA AND OTHER
PLANS
Investors subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and other tax-exempt entities, including employee benefit plans, individual retirement accounts (“IRAs”) and 401(k) and Keogh Plans, may purchase Shares in the Fund. The Fund’s assets may not be deemed “plan assets” for purposes of ERISA’s fiduciary responsibility and prohibited transaction rules or similar provisions of the Code. For additional information, see “ERISA Considerations.”
 
TERM
The Fund’s term is perpetual unless the Fund is otherwise terminated under the terms of the Trust Agreement.
 
REPORTS TO
SHAREHOLDERS
The Fund will furnish to Shareholders as soon as practicable after the end of the taxable year such information as is necessary for them to complete Federal and state income tax or information returns along with any tax information required by law. The Fund anticipates sending Shareholders an unaudited semi-annual and an audited annual report within 60 days after the close of the period for which the report is being made, or as required by the 1940 Act. See “General Information” and “Reports to Shareholders.”
 
FISCAL YEAR
The Fund’s fiscal year is the period ending on June 30.  
 
No broker-dealer, salesperson, or other person is authorized to give an investor any information or to represent anything not contained in this Offering Memorandum.  A Shareholder must not rely on any unauthorized information or representations that anyone provides to him, her or it. This Offering Memorandum is an offer to sell or a solicitation of an offer to buy the securities it describes, but only under the circumstances and in jurisdictions where and to persons to which it is lawful to do so.  Unless indicated otherwise, the information contained in this Offering Memorandum is current only as of August 30, 2011.
 
 
 
7

 
 
The Shares will neither be listed on any securities exchange nor trade in a secondary market. The Shares are also subject to substantial restrictions on transferability and resale.  The Shares will not be redeemable at an investor’s option nor will they be exchangeable for interests of any other fund because the Fund is a closed-end investment company. As a result, a Shareholder may not be able to sell or otherwise liquidate his, her or its Shares.  The Shares are appropriate only for those investors who can tolerate the risks associated with investment in emerging markets and who do not require a liquid investment.
 
 
 
 
8

 
 
 SUMMARY OF EXPENSES
 
The following fee table and example summarize the aggregate expenses of the Fund and are intended to assist Shareholders and potential shareholders in understanding the various costs and expenses associated with investing in the Fund. Each figure below relates to a percentage of the Fund’s average net asset value at month-end over the course of a year. Because the Fund has not commenced operations as of the date hereof, many of these expenses are estimates.
 
ANNUAL EXPENSES (as a percentage of net assets attributable to Shares)
 
Investment Management Fee2
0.70%
Other Expenses3
1.11%
Total Annual Expenses
1.81%
Less Waivers/Reimbursement4
(0.31%)
Net Annual Expenses
1.50%
 
 
The following hypothetical example is intended to help prospective investors compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that all distributions are reinvested at net asset value and that the percentage amounts listed under annual expenses remain the same in the years shown. The tables and the assumption in the hypothetical example of a 5% annual return are required by regulation of the SEC applicable to all investment companies; the assumed 5% annual return is not a prediction of, and does not represent, the projected or actual performance of the Shares. See “Fees and Expenses” for a more complete description of the Fund’s costs and expenses.
________________________
2        See “Management of the Fund” and “Fees and Expenses” for additional information.
3          Because the Fund is new, “Other Expenses” are based on estimated amounts for the current fiscal year, assuming net assets of $25,000,000.  “Other Expenses” may be higher if net assets are less than $25,000,000.  Included within “Other Expenses” are: (a) an administrative fee in an amount equal to 0.08% of the first $150 million, 0.06% of the next $250 million and 0.04% of the balance over $400 million of the Fund’s month-end net assets before giving effect to any repurchases by the Fund of Shares, for acting in the capacity of administrator and supervising administrative service providers to the Fund, and (b) an investor servicing fee of 0.20% per annum payable by the Fund under an investor servicing agreement to the Sales Agent to retain broker-dealers and certain financial advisers to provide ongoing investor services and account maintenance services to Shareholders that are their customers. See “Fees and Expenses” for more information.
 The Manager has contractually agreed to waive and/or reimburse expenses to the extent necessary so that the Fund’s annualized expenses do not exceed 1.5% (the “Expense Limitation Agreement”) during the period ending one year from the commencement of the Fund’s operations. The Manager may agree to extend the Expense Limitation Agreement after the expiration of its initial term.
 
 
9

 
 
 
THE FOLLOWING EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES, BECAUSE ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
 
Based on the operating expenses listed above, a Shareholder would pay the following expenses on a $1,000 investment (note however that this amount is solely for illustrative purposes, and the minimum investment by a shareholder is generally $50,000), assuming a 5% annual return.5
 
1 YEAR
3 YEARS
5 YEARS
10 YEARS
 
$15
$74
$95
$210
 
 
INVESTMENT OBJECTIVE AND STRATEGIES
 
INVESTMENT OBJECTIVE
 
The Fund’s investment objective is to provide interest income from investment in floating rate trade finance related securities and other floating and fixed income securities. While there is no assurance that the Fund will achieve its investment objectives, it endeavors to do so by following the strategies and policies described in this Offering Memorandum.
 
The Fund is non-diversified. Compared to a diversified fund, it may invest a higher percentage of its assets among fewer issuers of portfolio securities.  This increases the Fund’s risk by magnifying the impact (positively or negatively) that any one issuer has on the Fund’s Share price and performance.
 
Trade finance is a long-established form of commercial financing that involves providing producers, traders, distributors and end users with short and medium term loans or other forms of debt obligations.   Trade finance is a major loan asset class for many of the world’s commercial banks as trade finance is an important source of funding in emerging markets.  Trade finance is typically used to finance critical commodity imports such as soft commodities (e.g., rice, wheat and soybeans) required to feed the population and oil, coal, ferrous and non-ferrous metals which provide inputs for the functioning of an evolving economy.  For emerging economies that are exporters of commodities, payments made in advance (“prepayments”) and prior to export sale (“pre export finance”) provide a way for banks or other lenders to lend to local producers against future earnings.
 
Trade finance also finances the industrialization of such emerging economies.  This lending activity is supported by commercial banks, export credit agencies as well as multilateral agencies.  Imports that are financed will include inputs, inventory, and plant and equipment.  Many projects and transactions facilitate import substitution or future enhancement of export generation.
 
Trade finance is a risk mitigated asset class and historical experience during periods of stress  supports the observation that whilst trade finance is not immune from default arising from credit or sovereign risk factors, during these periods of financial stress, treatment of trade finance creditors has been preferential either formally or informally as a result of:
 
________________________
        Actual expenses may be higher or lower than the amounts shown in the fee table and, consequently, the actual expenses incurred by an investor may be greater or less than the amounts shown in the Example.
 
 
10

 
 
·  
The underlying use or purpose of funds (critical imports or key exports, governmental economic priorities, etc.);
 
·  
The types of transactional security (export contracts, escrow accounts, inventory, fixed assets, etc.); and
 
·  
The recognition of the economic benefit that is derived from trade generally.
 
During sovereign and corporate restructurings, trade finance related securities can achieve differentiated treatment in a default and then recovery situation compared to other forms of debt.
 
The Fund pursues its investment objectives by investing primarily in trade finance, structured trade finance, export finance and project finance loans and other forms of debt obligations of companies, banks or other entities (including sovereign entities) located primarily in or having exposure to global emerging markets.
 
The Fund’s investments are expected to consist primarily of loans or similar instruments used to finance international trade and related infrastructure projects.  These are expected to include, but not be limited to, facilities for pre-export finance, process and commodities finance, receivables financing, letters of credit and other documentary credits, promissory notes, bills of exchange and other negotiable instruments, as well as insurance covering trade and trade credits.  The Fund may engage in such investments by way of purchase, assignment, participation, guarantee, insurance, derivative or any other appropriate financial instrument.  The Fund may also take positions in traditional assets including bonds, equities, and foreign exchange instruments, as well as derivatives for the purpose of hedging and investment. Under normal circumstances, the Fund will invest at least 80% of its total assets in trade finance related securities.  Up to 20% of the Fund’s assets may be invested in other types of securities and money market instruments. It is the Sub-Adviser’s intent to focus the Fund’s investments in trade finance related securities.
 
At least 25% of the Fund’s total assets will be invested so that in the Sub-Adviser’s opinion either (i) such securities can be sold or disposed of in the ordinary course of business at approximately the price used in computing the Fund’s net asset value during ordinary times, in the period of time equal to the period of time available to the Fund for paying redemption proceeds, or (ii) a sufficient amount of securities will mature before the next Redemption Payment Date.  This policy is fundamental and may only be changed by a vote of Shareholders. In the event that the volatility of the price of a security constituting an investment by the Fund is greater than 135% of such security’s average volatility during the previous three years (in cases where the historical volatility of such security can reasonably be determined), such security will be deemed to be a security which cannot be sold or disposed of in the ordinary course.  See the section titled “Fundamental Policies” below for a discussion of the Fund’s other fundamental policies.
 
Unless otherwise specified, percentage limitations set forth herein shall be applied at the time of investment. Therefore, such percentages could be exceeded due to fluctuations in the value of portfolio securities or liquidation of portfolio securities to pay expenses or fulfill repurchase requests.
 
 
11

 
 
In managing the Fund, the Sub-Adviser will utilize a five part decision making process (as monitored by the Manager on a continuous basis):
 
           1. Identify Investments that Meet the Fund’s Investment Selection Criteria.  These are expected to include principally trade finance and project finance-related loans, bonds, notes and other floating-rate and fixed-income securities, principally obligations of emerging market-domiciled issuers.
 
           2. Security Analysis Mitigating Macro Risks.  Analyze the securities for transactions whose structure, in the Sub-Adviser’s opinion mitigates the following macro risks to an acceptable level for the Fund:  (i) industry risk, seeking to create and maintain a portfolio with industry diversification; (ii)  geographical risk, seeking to diversify on the basis of underlying country, regional exposure and geopolitical risk; (iii) interest rate risk, seeking to maintain consistency between the relative value and return objectives of the Fund; (iv) commodity price risk, seeking to mitigate against commodity price fluctuations having a negative impact upon underlying credit risk; and (v) exchange rate risk, seeking to minimize exchange rate volatility with regard to underlying credit risk and the Fund’s overall performance.
 
           3.  Security Screening: Mitigating Credit Risks.  Screen the securities for transactions whose transaction structure, in the Sub-Adviser’s opinion mitigates credit risks to an acceptable level for the Fund.
 
           4.  Detailed Credit and Document Review.  The Sub-Adviser will conduct a detailed review of the creditworthiness of each issuer of each trade finance related security, including analyzing such issuer’s financial statements, financial ratios and industry peer group, among other credit-analysis tools.  The Sub-Adviser will also assess the enforceability and effectiveness of facility and security documentation.
 
           5.  Relative Value Analysis.  The Sub-Adviser will undertake a risk rating assessment followed by a  risk adjusted return and relative value analysis of the proposed investment by comparing each security’s yield spread to yield spreads of other trade finance related securities as well as comparable corporate securities, sovereign borrowings, investments with various credit ratings and non-risk mitigated securities where available.
 
The Fund may use derivative contracts and/or hybrid instruments to implement certain aspects of its investment strategy but only when related to specific existing securities held.  For example, the Fund may use derivative contracts and/or hybrid instruments to increase or decrease the allocation of the portfolio to existing securities, currencies or types of securities in which the Fund may invest directly.  The Fund may also, for example, use derivative contracts to:
 
 
·  
Increase or decrease the effective duration of existing security positions or overall portfolio;
 
 
·  
Obtain premiums from the sale of derivative contracts  (but only in respect of  securities held in portfolio);
 
 
12

 
 
 
·  
Realize gains from trading a derivative contract  (but only in respect of  securities held in portfolio); and/or
 
 
·  
Hedge against potential losses only on existing security positions.
 
 
·  
Hedge the risk component on existing securities by way of proxy or sovereign risk hedging.
 
There can be no assurance that the Fund’s use of derivative contracts or hybrid instruments will achieve the results intended.
 
Because the Fund’s name refers to international trade, it will notify Shareholders in advance of any change in its investment policies that would enable the Fund to normally invest less than 80% of its assets in trade finance related securities.
 
TEMPORARY DEFENSIVE INVESTMENTS, INFLOWS AND REDEMPTIONS
 
The Fund may temporarily depart from its principal investment strategies by investing its assets in cash and shorter-term debt securities and similar obligations. It may do this to minimize potential losses. This may cause the Fund to give up greater investment returns to maintain the safety of principal, that is, the original amount invested by Shareholders or the net asset value of the Fund prior to any such decision to invest in such instruments.  The Fund may for other reasons such as dealing with large cash inflows or redemptions be temporarily unable to meet its 80% minimum requirement to invest in trade finance related securities.  For the purposes of this paragraph, “cash” and shorter-term debt securities and similar obligations are defined to include only (a) cash balances standing to the credit of bank accounts with licensed financial institutions, and/or (b) government securities either issued by, guaranteed by or supported by either the U.S. or European governments and/or (c) money market funds rated AAAm/Aaa by Standard & Poor’s/Moody’s.
 
THE FUND MAY CHANGE ITS NAME, INVESTMENT OBJECTIVE, POLICIES,
RESTRICTIONS, STRATEGIES, AND TECHNIQUES
 
To the extent permitted by applicable regulations or as expressly provided in this Offering Memorandum, neither the name of the Fund nor any aspect of the investment program it uses, nor the portfolio allocation range mentioned herein is a fundamental investment policy.  The investment objective of the Fund is non-fundamental and may be changed by the Board.  Except as otherwise stated in this Offering Memorandum, the investment policies and restrictions of the Fund are not fundamental and may be changed by the Board.  Sixty (60) days’ advance notice will be provided to Shareholders prior to any such change.
 
TYPES OF INVESTMENT
 
This section discusses the types of investments generally made by the Fund.  It is possible that the Fund will make an investment that is not described below, which would be subject to its own particular risks. Unless expressly stated otherwise herein, an investor’s determination to invest in the Fund should not be based on a belief that the Fund will not make a certain type of investment.
 
 
13

 
 
TRADE FINANCE RELATED SECURITIES
 
The Sub-Adviser will attempt to identify opportunities and invest the Fund’s assets in trade finance related securities. Specifically these securities will consist of trade finance, structured trade finance, project finance or export finance transactions where there is a flow of goods or services (typically of a cross-border nature) and a financing need. These trade finance related securities are subject to significant individual variation but typical structures may include but not be limited to the following:
 
Buyer’s credit.  An extension of credit typically made by a bank to a buyer of goods (i.e.: importer) to finance the purchase of goods under a commercial contract of sale.
 
Contract frustration and trade credit indemnity. An insurance policy issued by an insurer in favor of an insured (typically a supplier or a bank) that provides conditional coverage to the insured against loss incurred as a result of non-payment/non-delivery by an obligor involved in a trade transaction.
 
Cross border leases. Cross border leases, often structured with insignificant residual value.
 
Diversified Payment Rights: Diversified payment rights such as payment order collections made via Society for Worldwide Inter-bank Financial Telecommunication System (“SWIFT MT 100”). Underlying payments are often trade related.
 
Export Credit Agency financing.  A loan where an export credit agency acts as lender, co-lender or guarantor.
 
Forfaiting.  The discount without recourse of a Letter of Credit, promissory note, bill of exchange or other form of negotiable financial instrument.
 
Import finance. An extension of credit made to an importer that finances his imports.
 
Inventory finance.  An extension of credit made to a borrowing entity (be it an importer or exporter) secured against the physical inventory held and used by that borrower. The inventory may be held in a warehouse.
 
Letter of Credit (L/C).  A written undertaking, or obligation, of a bank made at the request of its customer (usually an importer) to honor or pay an exporter against presentation of trade documents that comply with terms specified in the letter of credit.
 
Multilateral Agency financings.  A loan where a multilateral agency acts as lender, co-lender or guarantor.  Such a loan may benefit from preferred creditor status in the event of shortages of foreign exchange experienced by sovereign governments.
 
Pre-export finance.  An extension of credit to an exporter before export of the goods has taken place. This can be secured against the subject goods or sales proceeds, or unsecured.
 
Prepayment agreement.  An extension of credit to an exporter where the source of pay-back is through the future export of goods.  The difference between Pre-export finance and a Prepayment agreement is that the latter arrangement may involve the buyer of the goods as a contractual party and is in effect a payment for goods in advance of delivery.
 
 
14

 
 
Promissory notes, bills of exchange and other forms of negotiable instrument.  A written promise to pay issued by (or drawn on) an obligor in favor of a beneficiary.
 
Receivables.  Receivables or flows of receivables created in consideration for the transfer of goods and services.
 
Receivable or invoice purchase agreement.  The purchase of receivables either on a with or without recourse basis.
 
Supplier Credit.  An extension of credit made by a supplier (or exporter) to an importer to finance a purchase of goods.
 
Tolling finance. An extension of credit made by a lender such as a bank or a commodity trader which finances a tolling agreement. A tolling agreement is an agreement whereby a toller enters into an agreement with an owner of raw materials to process or refine raw materials for a specified fee (“toll”). During the period of the tolling agreement the raw material and refined product remain the property of the original owner. Tolling finance involves the lender funding the tolling payments in exchange for security over the raw material.
 
Trade finance related loans and other loan assignments and participations.  The Fund expects primarily to purchase trade finance loans and other loans by assignment, sub-participation, transfer or novation from a participant in the original syndicate of lenders or from subsequent holders of such interests.  The Fund may also purchase participations on a primary basis from a mandated lead arranger during the formation of the original syndicate making such loans.  Loan participations typically represent direct participations in a loan to a corporate or other borrower, and generally are offered by banks or other financial institutions or on behalf of themselves or the lending syndicate.  The Fund may participate in such syndications, or can buy part of a loan, becoming a part lender.  When purchasing loan participations, the Fund assumes the credit risk associated with the corporate or other borrower and may assume the credit or counterparty risk associated with an interposed bank or other financial intermediary.
 
In addition to the use of loan purchase by assignment, transfer, novation or sub-participation, the Sub-Adviser anticipates that the Fund may also invest in the abovementioned categories of trade finance related securities by way of guarantee, insurance, credit linked note, derivative or any other form of appropriate financial instrument.
 
FIXED INCOME SECURITIES
 
The Fund may also invest in other fixed income securities (including floating rate obligations) that pay interest, dividends or distributions at a specified rate. The rate may be a fixed percentage of the principal or adjusted periodically. In addition, the issuer of a fixed income security (including floating rate obligations) must repay the principal amount of the security, normally within a specified time. Fixed income securities provide more regular income than equity securities. However, the returns on fixed income securities (including floating rate obligations) are limited and normally do not increase with the issuer’s earnings. This limits the potential appreciation of fixed income securities (including floating rate obligations) as compared to equity securities.
 
 
15

 
 
A security’s yield measures the annual income earned on a security as a percentage of its price. A security’s yield will increase or decrease depending upon whether it costs less (a discount) or more (a premium) than the principal amount. If the issuer may redeem the security before its scheduled maturity, the price and yield on a discount or premium security may change based upon the probability of an early redemption. Securities with higher risks generally have higher yields.
 
The following describes the types of fixed income securities (including floating rate obligations) in which the Fund may invest:
 
Treasury Securities
 
Treasury securities are direct obligations of the federal government of the United States. Treasury securities are generally regarded as having the lowest credit risks.
 
Agency Securities
 
Agency securities are issued or guaranteed by a federal agency or other government sponsored entity (GSE) acting under federal authority. Some GSE securities are supported by the full faith and credit of the United States. These include the Government National Mortgage Association, Small Business Administration, Farm Credit System Financial Assistance Corporation, Farmer’s Home Administration, Federal Financing Bank, General Services Administration, Department of Housing and Urban Development, Export-Import Bank, Overseas Private Investment Corporation and Washington Metropolitan Area Transit Authority Bonds.
 
Other GSE securities receive support through federal subsidies, loans or other benefits. For example, the U.S. Treasury is authorized to purchase specified amounts of securities issued by (or otherwise make funds available to) the Federal Home Loan Bank System, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association and Tennessee Valley Authority in support of such obligations.
 
Investors regard agency securities as having low credit risks, but not as low as Treasury securities.
 
Corporate Debt Securities
 
Corporate debt securities are fixed income securities (including floating rate obligations) issued by businesses. Notes, bonds, debentures, credit linked notes and commercial paper are the most prevalent types of corporate debt securities. The Fund may also purchase interests in bank loans to companies. The credit risks of corporate debt securities vary widely among issuers.
 
In addition, the credit risk of an issuer’s debt security may vary based on its priority for repayment. For example, higher ranking (senior) debt securities have a higher priority than lower ranking (subordinated) securities. This means that the issuer might not make payments on subordinated securities while continuing to make payments on senior securities. In addition, in the event of bankruptcy, holders of senior securities may receive amounts otherwise payable to the holders of subordinated securities. Some subordinated securities, such as trust preferred and capital securities notes, also permit the issuer to defer payments under certain circumstances. For example, insurance companies issue securities known as surplus notes that permit the insurance company to defer any payment that would reduce its capital below regulatory requirements.
 
 
16

 
 
Loan Instruments
 
The Fund may invest in loan (and loan-related) instruments, which are interests in amounts owed by a corporate, governmental, or other borrower to lenders or groups of lenders known as lending syndicates (loans and loan participations). Typically, administration of the instrument, including the collection and allocation of principal and interest payments due from the borrower, is the responsibility of a single bank that is a member of the lending syndicate and referred to as the agent bank.  The agent bank is frequently the mandated lead arranger of the transaction.  However, on occasion, a bank that is not a member of the lending syndicate will be appointed as agent for the syndicated loan facility or more than one bank will be selected to handle the various duties which are form part of the agency role.  A financial institution’s employment as agent bank might be terminated in the event that it fails to observe a requisite standard of care or becomes insolvent. A successor agent bank would generally be appointed to replace the terminated agent bank, and assets held by the agent bank under the loan agreement should remain available to holders of such indebtedness. However, if assets held by the agent bank for the benefit of a Fund were determined to be subject to the claims of the agent bank’s general creditors, the Fund might incur certain costs and delays in realizing payment on a loan assignment or loan participation and could suffer a loss of principal and/or interest. In situations involving other interposed financial institutions (e.g., an insurance company or governmental agency) similar risks may arise.
 
Loan instruments may be secured or unsecured. If secured, then the lenders have been granted rights to specific property, which is commonly referred to as collateral. The purpose of securing loans is to allow the lenders to exercise rights over the collateral if a loan is not repaid as required by the terms of the loan agreement. Collateral may include security interests in receivables, goods, commodities, or real property. With regard to trade finance loan transactions the collateral itself may be the source of proceeds to repay the loan (i.e., the borrower’s ability to repay the loan will be dependent on the borrower’s ability to sell, and the purchaser’s ability to buy, the goods or commodities that are collateral for the loan). Interests in loan instruments may also be tranched or tiered with respect to collateral rights. Unsecured loans expose the lenders to increased credit risk. The loan instruments in which the Fund may invest may involve borrowers, agent banks, co-lenders and collateral located both in the United States and outside of the United States (in both developed and emerging markets). The Fund treats loan instruments as a type of fixed-income security. Loans and loan-related instruments are generally considered to be illiquid due to the length of time required to transfer an interest in a loan or a related instrument. Additionally, in the case of some loans, such as those related to trade finance, there is a limited secondary market.
 
Loan Assignments.  The Fund may purchase a loan assignment from the agent bank or other member of the lending syndicate. Investments in loans through an assignment may involve additional risks to the Funds. For example, if a loan is foreclosed, a Fund could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, a Fund could be held liable as co-lender. It is unclear whether loans and other forms of direct indebtedness offer securities law protections against fraud and misrepresentation. In the absence of definitive regulatory guidance, the Funds rely on the Sub-Adviser’s research in an attempt to avoid situations where fraud or misrepresentation could adversely affect the Funds.
 
 
17

 
 
Loan Participations.  The Fund may purchase a funded participation interest in a loan, by which the Fund has the right to receive payments of principal, interest and fees from an intermediary (typically a bank, financial institution, or lending syndicate) that has a direct contractual relationship with a borrower. In loan participations, the Fund does not have a direct contractual relationship with the borrower. The fund may also purchase a type of a participation interest, known as risk participation interest. In this case, the Fund will receive a fee in exchange for the promise to make a payment to a lender if a borrower fails to make a payment of principal, interest, or fees, as required by the loan agreement. When purchasing loan participations, the Fund will be exposed to credit risk of the borrower and, in some cases, the intermediary offering the participation. A participation agreement also may limit the rights of the Fund to vote on changes that may be made to the underlying loan agreement, such as waiving a breach of a covenant. The participation interests in which a Fund intends to invest may not be rated by any nationally recognized rating service or, if rated, may be below investment grade and expose the fund to the risks of noninvestment-grade securities.  Loan participations are commonly referred to as sub participations.
 
Foreign Government Securities
 
Foreign government securities (which may have an investment grade of BBB- or better) generally consist of fixed income securities (including floating rate obligations) supported by national, state or provincial governments or similar political subdivisions. Foreign government securities also include debt obligations of supranational entities, such as international organizations designed or supported by governmental entities to promote economic reconstruction or development, international banking institutions and related government agencies. Examples of these include, but are not limited to, the International Bank for Reconstruction and Development (the World Bank), the Asian Development Bank, the European Investment Bank and the Inter-American Development Bank.  Foreign government securities also include fixed income securities (including floating rate obligations) of quasi-governmental agencies that are either issued by entities owned by a national, state or equivalent government or are obligations of a political unit that are not backed by the national government’s full faith and credit. Further, foreign government securities include mortgage-related securities issued or guaranteed by national, state or provincial governmental instrumentalities, including quasi-governmental agencies.
 
EQUITY SECURITIES
 
The Fund may invest in equity securities, including common stocks, warrants, or rights.  Additionally, the Fund may hold equity interests acquired in conjunction with investments in bonds, loans or other similar instruments of the same or a related issuer, which may include equity interests embedded in or attached to such instrument, equity interests that are separate investments in which the Fund has the ability to invest by virtue of its ownership in such instrument of the same or a related issuer, and equity interests received in respect of ownership of such instrument in connection with a financial restructuring or reorganization.  Such investments may include, among other equity interests, common and preferred stock, warrants and stock participation rights.  Each of these investments exposes the Fund to equity risk, which is the risk that the value of securities held by the Fund will fluctuate or fall due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, and the particular circumstances and performance of companies whose securities the Fund holds. Although common stocks have historically generated higher average returns than fixed-income securities over the long term, common stocks also have experienced significantly more volatility in returns. An adverse event, such as an unfavorable earnings report, may depress the value of equity securities of an issuer held by the Fund; the price of common stock of an issuer may be particularly sensitive to general movements in the stock market; or a drop in the stock market may depress the price of most or all of the common stocks held by the Fund. In addition, common stock of an issuer in the Fund’s portfolio may decline in price if the issuer fails to make anticipated dividend payments because, among other possible reasons, the issuer of the security experiences a decline in its financial condition. Furthermore, equity interests in an issuer held by the Fund may not be listed on public stock exchanges and therefore be subject to risks typical of privately held equity.  Finally, common stock prices may be sensitive to rising interest rates, as the costs of capital rise and borrowing costs increase.
 
 
18

 
 
FOREIGN SECURITIES
 
It is expected that a majority of the Fund’s investments will be in obligations of non-U.S. issuers, including those of issuers in emerging markets.  The value of foreign securities is affected by changes in currency rates, foreign tax laws (including withholding tax), government policies (in this country or abroad), relations between nations and trading, settlement, custodial and other operational risks. In addition, the costs of investing abroad (such as foreign brokerage costs, custodial expenses and other fees) are generally higher than in the United States, and foreign securities markets may be less liquid, more volatile and less subject to governmental supervision than markets in the United States. Foreign investments also could be affected by other factors not present in the United States, including expropriation of assets, armed conflict, confiscatory taxation, lack of uniform accounting and auditing standards, less publicly available financial and other information and potential difficulties in enforcing contractual obligations or repatriating capital invested in foreign countries. Since the Fund may invest in securities denominated or quoted in currencies other than the United States dollar, the Fund may be affected by changes in foreign currency exchange rates (and exchange control regulations) which affect the value of investments held by the Fund and the accrued income and appreciation or depreciation of the investments in United States dollars.  Also, securities in which the Fund may invest may be secured by commodities whose value may be set in accordance with the value of foreign currencies whose exchange rates may fluctuate substantially versus the United States dollar. Changes in foreign currency exchange rates relative to the United States dollar will affect the United States dollar value of the Fund’s assets denominated in that currency and the Fund’s return on such assets as well as any temporary uninvested reserves in bank deposits in foreign currencies. In addition, the Fund will incur costs in connection with conversions between various currencies, and currently foreign securities may not be eligible for the reduced rate of taxation applicable to qualified dividend income.
 
 
19

 
 
Because foreign companies may not be subject to accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to United States companies, there may be less, or less reliable, publicly available information about a foreign company than about a domestic company. There is generally less government supervision and regulation of securities exchanges, broker-dealers and listed companies than in the United States. Mail service between the United States and foreign countries may be slower or less reliable than within the United States, thus increasing the risk of delayed settlements of portfolio transactions for, or loss of certificates of, portfolio securities. Payment for securities before delivery may be required. In addition, with respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, political or social instability, or diplomatic developments that could adversely affect investments in those countries. Moreover, individual foreign economies may differ favorably or unfavorably from the United States economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable United States companies.
 
The risks of foreign investments described above apply to an even greater extent to investments in emerging markets, as the securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the United States and developed foreign markets.
 
See “Principal Risk Factors Relating to Types of Investments, and Investment Strategies – Risks of Investing in Foreign Securities” below for additional discussion of the risks associated with investing in foreign securities.
 
FOREIGN EXCHANGE CONTRACTS
 
In order to convert U.S. dollars into the currency needed to buy a foreign security, or to convert foreign currency received from the sale, redemption or repayment of a foreign security into U.S. dollars, the Fund may enter into spot currency trades. In a spot trade, the Fund agrees to exchange one currency for another at the current exchange rate. The Fund may also enter into derivative contracts in which a foreign currency is an underlying asset. The exchange rate for currency derivative contracts may be higher or lower than the spot exchange rate. Use of these derivative contracts may increase or decrease the Fund’s exposure to currency risks.
 
DERIVATIVE CONTRACTS
 
Derivative contracts are financial instruments that require payments based upon changes in the values of designated securities, commodities, currencies, indices, or other assets or instruments including other derivative contracts, (each a “Reference Instrument” and collectively, “Reference Instruments”).  Each party to a derivative contract is referred to as a counterparty.  Some derivative contracts require payments relating to an actual, future trade involving the Reference Instrument.  These types of derivatives are frequently referred to as “physically settled” derivatives.  Other derivative contracts require payments relating to the income or returns from, or changes in the market value of, a Reference Instrument.  These types of derivatives are known as “cash settled” derivatives, since they require cash payments in lieu of delivery of the Reference Instrument.
 
 
20

 
 
Many derivative contracts are traded on securities or commodities exchanges.  In this case, the exchange sets all the terms of the contract except for the price. Investors make payments due under their contracts through the exchange.  Most exchanges require investors to maintain margin accounts through their brokers to cover their potential obligations to the exchange.  Parties to the contract make (or collect) daily payments to the margin accounts to reflect losses (or gains) in the value of their contracts.  This protects investors against potential defaults by the counterparty.  Trading contracts on an exchange also allows investors to close out their contracts by entering into offsetting contracts.
 
The Fund may also trade in over-the-counter (“OTC”) derivative contracts in transactions negotiated directly between the Fund and the counterparty.  OTC contracts do not necessarily have standard terms, so they cannot be directly offset with other OTC contracts. In addition, OTC contracts with more specialized terms may be more difficult to price than exchange traded contracts.
 
Depending on how the Fund uses derivative contracts and the relationships between the market value of a derivative contract and the Reference Instrument, derivative contracts may increase or decrease the Fund’s exposure to the risks of the Reference Instrument, and may also expose the fund to liquidity and leverage risks. OTC contracts also expose the Fund to credit risks in the event that a counterparty defaults on the contract.
 
Payment obligations arising in connection with derivative contracts are frequently required to be secured with collateral (in the case of OTC contracts) or margin (in the case of exchange-traded contracts, as previously noted).
 
The Fund may not invest in a derivative contract if it is not permitted to own, invest in, or otherwise have economic exposure to the Reference Instrument (or, in the case of a Reference Instrument that is an index, the securities or derivatives that comprise the index).  The Fund may trade in the following specific types and/or combinations of derivative contracts:
 
Futures Contracts
 
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a Reference Instrument at a specified price, date and time.  Entering into a contract to buy a Reference Instrument is commonly referred to as buying a contract or holding a long position in the asset.  Entering into a contract to sell a Reference Instrument is commonly referred to as selling a contract or holding a short position in the Reference Instrument.  Futures contracts are considered to be commodity contracts. The Fund has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act (the “CEA”) pursuant to an exemption that is currently available under rules of the CEA, and, therefore, at this time the Fund is not subject to registration or regulation as a commodity pool operator under that Act.  Therefore, the Manager has not registered with the U.S. Commodity Futures Trading Commission (the “CFTC”) as a commodity pool operator or commodity trading advisor and, unlike a registered commodity pool operator or commodity trading advisor, will not be required to deliver a disclosure document, periodic account statements, or an annual report to the Shareholders.  Futures contracts traded OTC are frequently referred to as forward contracts.  The Fund can buy or sell financial futures (such as currency futures, index futures and security futures), as well as currency forward contracts.
 
 
21

 
 
Option Contracts
 
Option contracts (also called “options”) are rights to buy or sell a Reference Instrument for a specified price (the exercise price) during, or at the end of, a specified period. The seller (or writer) of the option receives a payment, or premium, from the buyer, which the writer keeps regardless of whether the buyer uses (or exercises) the option. A call option gives the holder (buyer) the right to buy the Reference Instrument from the seller (writer) of the option. A put option gives the holder the right to sell the Reference Instrument to the writer of the option.  Options can trade on exchanges or in the OTC market and may be bought or sold on a wide variety of Reference Instruments.  Options that are written on futures contracts will be subject to margin requirements similar to those applied to futures contracts.  The Fund may buy or sell options on a Reference Instrument if it is permitted to own, invest, or otherwise have economic exposure to that instrument.  The Fund is not required to own a Reference Instrument, in order to buy or sell an option on that Reference Instrument.
 
Swap Contracts
 
A swap contract (also known as a “swap”) is a type of derivative contract in which two parties agree to pay each other (swap) the returns derived from Reference Instruments.  Swaps do not always involve the delivery of the Reference Instruments by either party, and the parties might not own the Reference Instruments underlying the swap.  The payments are usually made on a net basis so that, on any given day, the Fund would receive (or pay) only the amount by which its payment under the contract is less than (or exceeds) the amount of the other party’s payment. Swap agreements are sophisticated instruments that can take many different forms and are known by a variety of names.  Common types of swaps in which the Fund may invest include interest rate swaps, total return swaps, credit default swaps, currency swaps and caps and floors.
 
SPECIAL TRANSACTIONS
 
HYBRID INSTRUMENTS
 
Hybrid instruments combine elements of two different kinds of securities or financial instruments (such as a derivative contract).  Frequently, the value of a hybrid instrument is determined by reference to changes in the value of designated securities, commodities, currencies, indices, or other assets or instruments (each a, “Valuation Instrument”).  Hybrid instruments can take on many forms including, but not limited to, the following forms. First, a common form of a hybrid instrument combines elements of a derivative contract with those of another security (typically a fixed-income security).  In this case all or a portion of the interest or principal payable on a hybrid security is determined by reference to changes in the price of a Valuation Instrument. Second, hybrid instruments may include convertible securities with conversion terms related to a Valuation Instrument.
 
 
22

 
 
Depending on the type and terms of the hybrid instrument, its risks may reflect a combination of the risks of investing in securities, currencies and derivative contracts.  Thus, an investment in a hybrid instrument may entail significant risks in addition to those associated with traditional securities or the Valuation Instrument.  Hybrid instruments are also potentially more volatile than traditional securities or the Valuation Instrument.  Moreover, depending on the structure of the particular hybrid, it may expose the Fund to leverage risks or carry liquidity risks.
 
ASSET SEGREGATION
 
In order to secure its obligations in connection with derivative contracts or special transactions, the Fund will either own the underlying assets, enter into offsetting transactions or set aside cash or readily marketable securities.  This requirement may cause the Fund to miss favorable trading opportunities, due to a lack of sufficient cash or readily marketable securities. This requirement may also cause the Fund to realize losses on offsetting or terminated derivative contracts or special transactions.
 
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
 
The Fund may invest its assets in securities of other investment companies, including the securities of affiliated money market funds, as an efficient means of implementing its investment strategies and/or managing its uninvested cash. These other investment companies are managed independently of the Fund and incur additional fees and/or expenses which would, therefore, be borne indirectly by the Fund in connection with any such investment.  However, the Manager believes that the benefits and efficiencies of this approach should outweigh the potential additional fees and/or expenses.  The Fund may invest in money market securities directly.
 
SECURITIES LENDING
 
The Fund may lend portfolio securities to borrowers that the Manager deems creditworthy.  In return, the Fund receives cash or liquid securities from the borrower as collateral.  The borrower must furnish additional collateral if the market value of the loaned securities increases.  Also, the borrower must pay the Fund the equivalent of any dividends or interest received on the loaned securities.
 
The Fund will reinvest cash collateral in securities that qualify as an acceptable investment for the Fund.  However, the Fund must pay interest to the borrower for the use of cash collateral.
 
Loans are subject to termination at the option of the Fund or the borrower.  The Fund will not have the right to vote on securities while they are on loan, but it will terminate a loan in anticipation of any important vote.  The Fund may pay administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash collateral to a securities lending agent or broker.
 
 
23

 
 
Securities lending activities are subject to interest rate risks and credit risks. These transactions may create leverage risks.
 
FUNDAMENTAL POLICIES
 
In addition to certain fundamental policies discussed elsewhere in this Offering Memorandum, the Fund has adopted the fundamental policies listed below, which may only be changed by the affirmative vote of a majority of the outstanding voting securities of the Fund (i.e., the Shares).  Within the limits of these fundamental policies, the Fund’s management has reserved freedom of action. As defined by the 1940 Act, the vote of a "majority of the outstanding voting securities of the Fund" means the vote, at an annual or special meeting of security holders duly called, (a) of 67% or more of the voting securities present at such meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy; or (b) of more than 50% of the outstanding voting securities of the Fund, whichever is less. Except to the extent permitted by the 1940 Act, the rules and regulations thereunder, or interpretations, orders, or other guidance provided by the SEC or its staff, the Fund:
 
(1)           May borrow money or issue any senior security, to the extent permitted under the 1940 Act, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time.
 
(2)           May not act as an underwriter of securities of other issuers, except to the extent that in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under the federal securities laws.
 
(3)           May not purchase or sell real estate, although it may purchase and sell securities secured by real estate or interests therein, or securities issued by companies which invest in real estate, or interests therein.
 
(4)           May make loans only as permitted under the 1940 Act, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time.
 
(5)           May not purchase or sell physical commodities and commodity contracts, except that it may: (i) enter into futures contracts and options thereon in accordance with applicable law; and (ii) purchase or sell physical commodities if acquired as a result of ownership of securities or other instruments. The Fund will not consider stock index, currency and other financial futures contracts, swaps, or hybrid instruments to be commodities for purposes of this investment policy.
 
As an additional fundamental policy, the Fund may pursue its investment program through one or more subsidiary vehicles. The establishment of such vehicles and the Fund's utilization thereof is wholly within the discretion of the Board.
 
PRINCIPAL RISK FACTORS RELATING TO THE FUND’S STRUCTURE
 
The following are the principal risk factors that relate to the operations and structure of the Fund.
 
 
24

 
 
LIMITED OPERATING HISTORY
 
The Fund has no operating history, and may not succeed in meeting the investment objective.
 
CLOSED-END FUND; LIMITED LIQUIDITY; SHARES NOT LISTED;
REPURCHASES OF SHARES
 
The Fund is a closed-end; non-diversified, management investment company designed primarily for long-term investors, and is not intended to be a trading vehicle.  A prospective investor should not invest in the Fund if he, she or it needs a liquid investment. Closed-end funds differ from open-end management investment companies (commonly known as mutual funds) in that shareholders of a closed-end fund do not have the right to redeem their shares on a daily basis at a price based on net asset value. In order to be able to meet daily redemption requests, mutual funds are subject to more stringent liquidity requirements than closed-end funds. In particular, a mutual fund generally may not invest more than 15% of its net assets in illiquid securities.
 
The Fund may accept both initial and additional applications by Shareholders to purchase Shares at such times as the Fund may determine, subject to the receipt of cleared funds five business days prior to the acceptance date set by the Fund.  Initial and subsequent purchases will generally be accepted quarterly; therefore the date on which a Shareholder must fund a purchase will be different from the date on which the Shareholder is accepted into the Fund.  The Fund reserves the right to reject in its complete and absolute discretion any application for Shares in the Fund.
 
The Fund does not intend to list its Shares for trading on any national securities exchange. There is no secondary trading market for the Shares, and none is expected to develop. The Shares are, therefore, not marketable. Because the Fund is a closed-end investment company, its Shares will not be redeemable at the option of Shareholders and they will not be exchangeable for interests of any other fund. Although the Board, in its complete and absolute discretion, may cause the Fund to offer to make repurchase offers for outstanding Shares at their net asset value, the Shares are illiquid when compared to Shares of funds that trade on a stock exchange, or Shares of open-end investment companies.  The Board in its complete and absolute discretion determines the amount that the Fund offers to repurchase during any repurchase offer, and such repurchase amount may be a portion of the Fund’s outstanding Shares.  Shares that have been held for less than six months after their initial purchase will not be eligible for repurchase.  The Fund will consider it appropriate to offer to redeem Shares of investors after at least six months of ownership when such offer to repurchase is achievable by the Fund without causing any unintended change in the underlying net asset value of the Fund relative to their current net asset value.  Shareholders whose Shares are accepted for repurchase bear the risk that the Fund’s net asset value may fluctuate significantly between the time that they submit their repurchase requests and the effective date of the repurchase (i.e., the Repurchase Valuation Date), which may be 90 days or more.  It typically takes up to 60 days or longer after the Repurchase Valuation Date to pay for the Shares accepted for repurchase. Further, repurchases of Shares, if any, may be suspended or postponed in the complete and absolute discretion of the Board. An investment in the Fund is suitable only for investors who can bear the risks associated with the limited liquidity of the Shares.  See “Investor Suitability” and “Repurchases of Shares.” Also, because the Shares will not be listed on any securities exchange, the Fund is not required, and does not intend, to hold annual meetings of its Shareholders.
 
 
25

 
 
NON-DIVERSIFIED STATUS
 
The Fund is a non-diversified, closed-end management investment company for purposes of the 1940 Act.  As such, the Fund is not limited by the 1940 Act in the proportion of its assets that may be invested in securities of a single issuer and, accordingly, may invest a greater portion of its assets in the securities of a similar number of securities than a diversified fund. An investment in the Fund may, under certain circumstances, present greater risk to an investor than an investment in a diversified company because changes in the financial condition or market assessment of a single issuer may cause greater fluctuations in the value of the Fund’s common Shares. The Fund intends to comply with the diversification requirements of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as a regulated investment company.
 
RISK OF LOSS AFTER REPURCHASE
 
The Fund is an extended payment fund.  A Shareholder will bear the risk of investment loss during the period between when Shares are presented to the transfer agent for repurchase and when the net asset value of the Fund is determined for payment of the redeemed Shares (the “Repurchase Valuation Date”).  The time between when Shares are presented for repurchase and the Repurchase Valuation Date could be more than 90 calendar days.  During this time the value of the Fund’s Shares will likely fluctuate and Shares presented for repurchase could be worth less on the Repurchase Valuation Date then on the day the Shares were presented to the transfer agent for repurchase.  The Fund has adopted a fundamental policy that may only be changed by Shareholder vote that the Repurchase Valuation Date will fall no more that 90 days after the date a Shareholder is required to present shares for repurchase in good order.  However, if such date is a weekend or holiday, the Repurchase Valuation Date will be on the following business day.
 
BORROWING; RISK OF LEVERAGE
 
In no event will the Fund’s total assets divided by the net asset value exceed a ratio of 1.3 times.  However, to the extent that the Fund borrows money, the value of its net assets will tend to increase or decrease at a greater rate than if no borrowing occurred due to the resultant leverage. If the Fund’s investments decline in value, the Fund Shareholders’ loss will be magnified if the Fund has borrowed money to make its investments. Subject to the Fund’s investment restrictions with respect to borrowing, the Fund may borrow money or issue debt obligations to finance its repurchase obligation with respect to any Fund repurchase offer.
 
If the Fund does not generate sufficient cash flow from operations, it may not be able to repay borrowings in accordance with the repayment terms of such borrowings, or it may be forced to sell investments at disadvantageous times in order to repay borrowings. The Fund’s performance may be adversely affected if it is not able to repay borrowings (because of the continued interest expense) or if it is forced to sell investments at disadvantageous times in order to repay borrowings. If the Fund is forced to sell investments to repay borrowings (including borrowings incurred to finance the repurchase of Fund Shares) the Fund’s portfolio turnover rate will increase.
 
 
26

 
 
The rights of any lenders to the Fund to receive payments of interest or repayments of principal will be senior to those of the Shareholders, and the terms of any borrowings may contain provisions that limit certain activities of the Fund, including distributions (if any) to the Fund for Shareholders. Interest payments and fees incurred in connection with borrowings will increase the Fund’s expense ratio and will reduce any income the Fund otherwise has available for distributions. The Fund’s obligation to make interest or principal payments on borrowings may prevent the Fund from taking advantage of attractive investment opportunities.
 
PRINCIPAL RISK FACTORS RELATING TO TYPES OF INVESTMENTS, AND
INVESTMENT STRATEGIES
 
GENERAL
 
The Fund’s investment program entails certain risks and Shareholders should be aware that the value of the Fund’s net assets will fluctuate if these risks adversely affect the value of the overall portfolio or individual trade finance related securities.  There can be no assurance that the Fund’s investment objectives will be achieved or that their investment programs will be successful. In particular, the Fund’s use of leverage, short sales, and derivative transactions, and limited diversification can, in certain circumstances, cause the value of the Fund’s portfolio to appreciate or depreciate at a greater rate than if such techniques were not used, which, in turn, could result in significant losses to the Fund.  The Fund may use short sales and derivative transactions for hedging purposes.
 
All securities investments are subject to the risk of loss of capital.  The investment environment in which the Fund invests may be influenced by, among other things, interest rates, inflation, politics, fiscal policy, current events, competition, productivity, and technological and regulatory change. Investors should consider the Fund as a supplement to an overall investment program and should invest only if they are willing to bear the risks involved. Shareholders may experience a significant decline in the value of their investment and could lose money. A Shareholder should consider the Fund a speculative investment, and should invest in the Fund only if they can sustain a substantial loss to the value of his, her or its investment.
 
RISKS OF INVESTING IN TRADE FINANCE RELATED SECURITIES
 
The Fund pursues its investment objective by investing primarily in trade finance, structured trade finance, export finance and project finance or related obligations of companies or other entities (including sovereign entities) located primarily in or having exposure to global emerging markets.  As such, the Fund is subject to all of the risks typical to investments generally made in emerging markets, in addition to risks specific to the asset class.
 
Emerging Markets.  The Fund will make investments in emerging markets. Investors should be aware that the risks associated with an investment in emerging markets are higher than those attached to similar investments in developed countries.  Investment in emerging markets involves risk factors and special considerations which may not be typically associated with investing in more developed markets and are likely to include but not be restricted to the following:
 
 
27

 
 
Political and Economic Factors:  Political and economic change and instability may be more likely to occur and have a greater effect on the economies and markets of emerging countries.  Government policies, taxation, restrictions on foreign investment and on currency convertibility and repatriation, currency fluctuations and other developments in the laws and regulations of the relevant country could result in losses.
 
Status of Loan Markets:  In comparison with more developed primary and secondary loan markets, the emerging market loan market is smaller and can be less liquid and as a result potentially more volatile.  This may result in greater volatility in the net asset value of the Fund than would be the case if the investments were made in more developed markets.  In addition, settlement, clearing, safe custody and registration procedures may be underdeveloped enhancing the chance of an error, fraud or default, causing losses to the Fund. In addition, custodial expenses for emerging market securities are generally higher than for developed market securities.
 
Legal Considerations.  The legal infrastructure and accounting, auditing and reporting standards in emerging markets may not provide the same degree of investor information or protection as would generally apply in more developed markets.  Certain investments in particular emerging markets may be subject to restrictions which may limit the availability of attractive investment opportunities to the Fund.  Furthermore, emerging markets are generally not as efficient as those in more developed countries.  In some cases, a market for the security may not exist locally and therefore transactions may need to be made on a neighbouring exchange.
 
Costs.  Emerging markets securities may incur brokerage or stock transfer taxes or other withholding taxes levied by foreign governments which may have the effect of increasing the cost of investment and which may reduce the realized gain or increase the loss on such securities at the time of sale.
 
Regulation.  The issuers of emerging markets securities or borrowers in emerging market countries, such as companies, banks and other financial institutions, may be subject to less stringent regulation than would be the case for issuers in developed countries, and therefore potentially carry greater risk.
 
Accounting Reporting Standards. The issuers of emerging market securities or borrowers in emerging market countries, such as companies, banks and other financial institutions, may be subject to local accounting and audit practices. These may differ from international accounting practices leading to a greater risk of financial misreporting or misrepresentation.
 
Credit Ratings.  Emerging market loans are often below investment grade, or unrated.  The market values of corporate loans rated below investment grade and comparable unrated securities tend to be more sensitive to company-specific developments and changes in economic conditions than for higher rated securities.  Issuers of these securities are often highly leveraged, so that their ability to service debt obligations during an economic downturn may be impaired.  In addition, such issuers may not have more traditional methods of financing available to them, and may be unable to repay debt at maturity by refinancing.  The risk of loss due to default in payment of interest or principal by such issuers is significantly greater than in the case of investment grade securities. These securities may be subordinated to the prior payment of senior or secured indebtedness.
 
 
28

 
 
Taxation:  Taxation of interest received by a Fund which lends to emerging market borrowers may be subject to foreign taxes that may or may not be reclaimable. Trade finance related securities may include methods to minimize such risks but no assurance can be given that such techniques will be successful. In addition, markets in which the Fund invests may have less well developed or defined tax laws and procedures than in more developed markets and this may adversely affect the level of tax suffered by investment in those markets.
 
Additional risks associated with investing in foreign securities, and emerging markets in particular, are discussed below under “Risks of Investing in Foreign Securities.”
 
Event Risks. Because of the transaction structuring involved, certain of the Fund’s investments will be backed by commodities or other trade finance goods in transit or held in warehouses or physical assets such as plant or land.  Negligence and fraud are always significant risks in transactions involving the financing of such assets.  The Fund may use methods to minimize such risks but no assurance can be given that such efforts will be successful.
 
Sector Risks.  The trade finance related securities in which the Fund expects to invest may focus on those used to finance critical commodity imports such as agricultural and soft commodities (e.g. rice, wheat and soy beans) required to feed populations and natural resources based commodities (e.g. oil, coal, ferrous and non-ferrous metals) which provide inputs for the functioning of an evolving economy.  There are special risk associated with the agricultural and soft commodity sector and the natural resources commodity sector that may impact the Fund.
 
Agricultural and Soft Commodities. Under normal market conditions, the Fund expects to invest in trade finance related securities used to finance agricultural, food and soft commodities imports or which involve trade flows of agricultural goods, foodstuffs, beverages and/or plants as well as capital equipment and machinery related to these sectors. The net asset value of the Fund’s Shares may be impacted by factors particular to those sectors. The risks associated with these sectors include (i) the risk of crop failure or diminished crop yields as a result of adverse or unpredictable weather, floods, pestilence or other natural disasters or occurrences, (ii) the risk of damage or loss of crops once harvested when in storage, (iii) the risk of collateral loss owing to the perishability of certain foodstuffs that may be financed owing to delays in transportation or breakdown in chilling or freezing facilities, (iv) changes in global supply and demand for agriculture products, (v) disruptions to price or supply levels arising from demand for “biofuels”, (vi) changes in political conditions, including embargoes and war, which affect agricultural production, imports and exports, (vii) the risk of expropriation of land by national governments, (viii) changes in the price and availability of alternative agricultural commodities and technological advances in agricultural production, and (ix) disruption to the supplies of water or other critical factors of production. Other risks relate to uncertainties of ownership or title of agricultural land or lack of transparent and clear laws with respect to agrarian land usage. National government concerns with respect to food security, feeding of local populations and for affordable food may create additional risks to investments made by the Fund involving the agricultural and food sectors.
 
 
29

 
 
Natural Resources. Under normal market conditions, the Fund expects to invest in trade finance related securities in the natural resources and related sectors.  The net asset value of the Fund’s Shares may be impacted by factors particular to those sectors.  The risks associated with this sector include (i) the risks of  shortages of natural resources arising from inaccurate levels of  estimated production reserves, (ii) the risks of business interruption owing to shortages of key inputs and factors of production such as labor or energy or feed stock , (iii) transportation risks related to the delivery of natural resources to end users (iv) the risks of adverse environmental consequences arising from natural resource production, and (v) events occurring in nature, inflationary pressures and domestic and international politics. For example, events such as industrial accidents or events occurring in nature (such as floods, earthquakes or fires in prime natural resource areas) and political events (such as expropriation by national governments of natural resources, repudiation of mining, or production licenses or permits, nationalization of foreign companies or joint ventures, fiscal or other sanctions such as denial of export or environmental permits by government departments, coups or military confrontations) can affect the overall supply of a natural resource and the value of companies involved in such natural resource. Political risks and other risks to which foreign securities are subject also may affect domestic companies in which the fund invests if they have significant operations or investments in foreign countries. In addition, interest rates, prices of raw materials and other commodities, international economic developments, energy conservation, tax and other government regulations (both domestic and foreign) may affect the supply of and demand for natural resources, which can affect the profitability and value of securities issued by companies in the natural resources sectors. Securities of companies within specific natural resources sectors can perform differently than the overall market. This may be due to changes in such things as the regulatory or competitive environment or to changes in investor perceptions regarding a sector.
 
Legal Risks.  Laws in emerging markets may be less sophisticated than in developed countries.  Accordingly the Fund may be subject to additional legal risks concerning its investments in the underlying trade finance related security.  In particular loan documentation, local law security agreements, and collateral management arrangements.  These include, but are not limited to, inadequate investor protection, unclear or contradictory legislation or regulations and lack of enforcement thereof, ignorance or breach of legislation or regulations on the part of other market participants, lack of legal redress and breaches of confidentiality.  It may be difficult to obtain and enforce a judgement in certain emerging markets against borrowers or against local assets which provide collateral of security in support of a specific investment in a trade finance related security of the Fund may be invested.
 
Collateral Price Risk.  Many underlying investment transactions may be supported or secured by underlying collateral, which may include primary commodities, and other secondary or tertiary goods or physical assets.  The price of this commodity or asset collateral may be highly volatile in terms of value or subject to illiquidity at the time of a required sale.
 
 
30

 
 
Liquidity.  Trade finance investments are not listed on any stock exchange or securities market, and the established or recognized market (if any) for the investments may be relatively small and/or poorly developed, therefore trades may only be executed on a matched bargain basis and prices may not be published or be readily available from an independent price source.
 
Market Risk.  The profitability of the investment strategy of the Fund may depend on correct assessments of the future course of credit spreads of trade finance loans and other investments by the Manager and the Sub-Adviser. There can be no assurance that the Manager or Sub-Adviser will be able to accurately predict such price movements.
 
Specificity of Certain Investments. Certain securities in particular jurisdictions may only be held by entities (often banks) resident in those jurisdictions, and not directly by the Fund.  Depending on the existence or otherwise and local interpretation of trust or fiduciary laws in the relevant jurisdiction, the Fund may have the risk of such entity holding or registering such security.
 
The Fund may also acquire participations, sub-participations or other interests in emerging market debt, where the additional performance risk of the grantor of such interest will be taken, as well as the risk of the underlying emerging market debt.  In the event of the insolvency of the grantor, the relevant Fund would only rank as an unsecured creditor and the whole or part of the relevant investments may be lost.
 
CREDIT RISKS
 
Credit risk is the possibility, real or perceived, that an issuer will default on a security by failing to pay interest or principal when due.  If an issuer of an investment held by the Fund defaults or is perceived as being in danger of defaulting, the Fund would lose money.
 
Many fixed-income securities (including floating rate obligations) receive credit ratings from services such as Standard & Poor’s and Moody’s Investors Service.  These services assign ratings to issuers and securities by assessing the likelihood of issuer default.  Lower credit ratings correspond to higher perceived credit risk, and higher credit ratings correspond to lower perceived credit risk.  Credit ratings do not provide assurance against default or other loss of money.  If a security or the issuer has not received a rating or, if after purchase the rating of the security or the issuer is withdrawn, the Fund must rely entirely upon the Manager’s or the Sub-Adviser’s credit assessment.  It is expected that the vast majority (if not all) of the Fund’s investments will not be rated by any credit rating agency.
 
Fixed income securities and trade finance related securities generally compensate for greater credit risk by paying interest at a higher rate. In the case of fixed income securities, the difference between the yield of a security and the yield of a U.S. Treasury security with a comparable maturity (the credit spread) measures the additional interest paid for risk. In the case of trade finance related securities and other loan instruments, the additional interest paid for risk takes the form of an interest margin or credit spread over a reference interest rate such as the London Interbank Offered Rate (“LIBOR”). Credit spreads may increase generally in response to adverse economic or market conditions.  A security’s credit spread may also increase, if the security’s rating is lowered, or the security is perceived to have an increased credit risk.  An increase in the credit spread will cause the price of the security to decline.
 
 
31

 
 
In trade finance, many transactions are self-liquidating or supported by letters of credit and guarantees. The Manager and Sub-Adviser seek to review the credit risks of each instrument individually to properly identify and evaluate the sources of repayment and mitigate these risks.  Notwithstanding the Manager’s or Sub-Adviser’s review, investing in trade finance is a very specialized area, and no assurance can be given that these credit risks can be successfully mitigated and as a result the Fund may experience losses because of incorrect risk assessment or use of risk management techniques including improper structuring, poor documentation, or improper pricing of a trade finance transaction.
 
CALL RISKS AND PREPAYMENT RISKS
 
Call risk is the possibility that an issuer may redeem a fixed-income security (including floating rate obligations) before maturity (a call) at a price at or below its current market price. An increase in the likelihood of a call may reduce the security’s price, or may reduce the expectation of future returns on an investment.  If a fixed income security is called, the Fund may have to reinvest the proceeds in other fixed income securities (including floating rate obligations) with lower interest rates, higher credit risks, or other less favorable characteristics.
 
In relation to trade finance related securities (which are often characterized by floating rates of interest, where interest rates are fixed periodically by reference to short-term interest rate benchmarks such as LIBOR), it is also possible that credit spreads may decline in relation to a particular borrower, following an investment by the Fund in obligations of such borrower.  In such circumstances, such borrower may have the opportunity to refinance its obligations, including investments held by the Fund, at a lower credit spread than that prevailing on the Fund’s investment, resulting in prepayment of the Fund’s investment prior to maturity (irrespective of movements of underlying interest rates such as LIBOR).  Accordingly, unscheduled prepayments on underlying Fund investments are possible, and in such circumstances the Fund could be required to reinvest the proceeds of the prepayments at the lower credit spreads then available in respect of the borrower which has prepaid, and/or in obligations of other borrowers where the credit spreads relevant to such borrowers may have fallen. Prepayment risk may be reduced if lenders are successful in negotiating fees which are payable by the borrower in the event of a prepayment.  No assurance can be given that the Sub-Adviser will be able to identify trade finance related securities that have prepayment fees.
 
CONCENTRATION OF INVESTMENTS; NON-DIVERSIFIED PORTFOLIOS
 
The Fund may target or concentrate its investments in particular markets, sectors, or industries.  The Fund also may be considered to be non-diversified and invest without limit in a single issuer.  As a result of any such concentration of investments or non-diversified portfolios, the portfolios of the Fund are subject to greater volatility than if they had non-concentrated and diversified portfolios. To the extent that the Fund’s portfolio is concentrated in a specific industry or target a specific sector, it will also be subject to the risks of that industry or sector, which may include, but not be limited to, rapid obsolescence of technology, sensitivity to regulatory changes, minimal barriers to entry, and sensitivity to overall market swings.
 
 
32

 
 
RISKS OF INVESTING IN FIXED-INCOME SECURITIES
 
The Fund expects to invest substantially all of its assets in fixed income securities (including floating rate obligations) of foreign companies. Investments in these securities are principally for the purpose of generating interest and secondarily for capital appreciation.
 
Fixed income securities (including floating rate obligations) are obligations of the issuer to make payments of principal and/or interest on future dates, and include, among other securities: bonds, notes, participations in loan agreements, letters of credit, bills of exchange and debentures issued by corporations; debt securities issued or guaranteed by the U.S. Government or one of its agencies or instrumentalities (“U.S. Government Securities”) or by a foreign government; municipal securities; and asset-backed securities. These securities may pay fixed, variable, or floating rates of interest, and may include zero coupon obligations. Fixed income securities (including floating rate obligations) are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer, and general market liquidity (i.e., market risk).
 
RISKS OF INVESTING IN FOREIGN SECURITIES
 
The Fund expects to invest substantially all of its assets in securities of foreign issuers.  Investing in foreign securities involves special risks and considerations not typically associated with investing in U.S. securities.  The Fund will be subject to risks of possible adverse political and economic developments, seizure or nationalization of foreign deposits or other assets, or adoption of governmental restrictions that might adversely affect or restrict the payment of principal and interest on foreign securities to investors located outside the country of the issuer, whether from currency blockage or otherwise. Since foreign securities often are purchased with and payable in currencies of foreign countries, their value may be affected favorably or unfavorably by changes in currency exchange rates and exchange control regulations.
 
To the extent that the Fund invests in emerging market countries, the political, regulatory, and economic risks inherent in such investments are significant and may differ in kind and degree from the risks presented by investments in major securities markets in developed countries. Additional risks of emerging markets countries may include: greater social, economic, and political uncertainty and instability; more substantial governmental involvement in the economy; less governmental supervision and regulation; unavailability of certain currency hedging techniques; companies that are newly organized and small; differences in auditing and financial reporting standards, which may result in unavailability of material information about issuers; and less developed legal systems.
 
RISKS OF INVESTING IN FOREIGN CURRENCY TRANSACTIONS
 
The Fund may engage in foreign currency transactions only for the purpose of hedging the U.S. dollar value of a security that the Fund has invested in, although the Fund may also bear un-hedged currency exposure in respect of the currencies of emerging markets.
 
 
33

 
 
RISKS RELATED TO THE U.S. AND GLOBAL ECONOMIES
 
Lower grade and unrated security returns are sensitive to changes in the economy. The value of the Fund’s portfolio may decline in tandem with a drop in the overall value of the stock market based on negative developments in the U.S. and global economies.
 
RISKS OF A SOVEREIGN DEBT AND BANKING CRISIS
 
Since the second quarter of 2010, fears have arisen that a sovereign debt crisis in Europe would re-infect the banking sector with a second wave of significant loan losses and write downs. This risk has abated but if such an event was to occur, the Fund could be subject to losses.
 
RISKS OF MARKET DISRUPTION
 
The wars in Iraq and Afghanistan, recent instability in the Middle East such as Tunisia and Egypt and terrorist attacks around the world may adversely affect the performance of U.S. and worldwide financial markets and may cause economic uncertainties in the U.S. and elsewhere. The Fund cannot predict the future course of world affairs or the effects of significant future events on the U.S. economy and securities markets. Given these risks, an investment in the Shares may not be appropriate for all investors.  Prospective Shareholders should carefully consider their own ability to assume these risks before making an investment in the Fund.
 
RISKS RELATED TO CHANGES AND UNCERTAINTY IN U.S. AND
INTERNATIONAL REGULATION
 
The Fund may be adversely affected by uncertainties such as international and domestic political developments, changes in government policies, taxation, restrictions on foreign investment and currency repatriation, currency fluctuations and other developments in the laws and regulations of the countries to which the Fund is exposed through its investments or investor base.  The tax and regulatory environment for investment funds is evolving, and changes in the regulation or tax treatment of investment funds and their investments may adversely affect the value of investments held by the Fund or the Fund’s ability to pursue its investing strategy.  During this period of uncertainty, market participants may react quickly to unconfirmed reports or information and as a result there may be increased market volatility.
 
The global financial markets recently underwent pervasive and fundamental disruptions which led to extensive and unprecedented governmental intervention.  Such intervention has in certain cases been implemented on an “emergency” basis without much or any notice with the consequence that some market participants' ability to continue to implement certain strategies or manage the risk of their outstanding positions has been suddenly and/or substantially eliminated.  Given the complexities of the global financial markets and the limited time frame within which governments have been able to take action, these interventions have sometimes been unclear in scope and application, resulting in confusion and uncertainty which in itself has been materially detrimental to the efficient functioning of such markets as well as previously successful investment strategies. It is impossible to predict with certainty what additional interim or permanent governmental restrictions may be imposed on the markets and/or the effect of such restrictions on the Sub-Adviser’s ability to fulfill the investment objective of the Fund.  Such increased regulation could be detrimental to the performance of the Fund and may impact trading and investment opportunities in ways that are difficult to anticipate.  In addition, such interventions may not mitigate the market disruptions described above.
 
 
34

 
 
In addition, the securities and futures markets are subject to comprehensive statutes and regulations, including margin requirements.  Regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies.  In the U.S., the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) endows the SEC and other regulators with discretionary authority to write and interpret new rules.  The ultimate impact of the Dodd-Frank Act on the Fund and the Shareholders is unclear and will depend in large part on the final regulations that the CFTC and SEC promulgate.
 
RISKS OF INVESTING IN MONEY MARKET AND OTHER LIQUID INSTRUMENTS
 
The Fund may invest, for defensive purposes or otherwise, some or all of its assets in high quality fixed income securities (including floating rate obligations), money market instruments, and money market mutual funds, or hold cash or cash equivalents in such amounts as the Manager and the Sub-Adviser may deem appropriate under the circumstances.  Money market instruments are high quality, short-term fixed-income obligations (including floating rate obligations), which generally have remaining maturities of one year or less, and may include U.S. Government securities, certificates of deposit, commercial paper, bankers’ acceptances issued by domestic branches of United States banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements.  The investment objectives of such money market instruments may not be achieved during any time in which investable assets are not substantially invested in accordance with these primary investment strategies.
 
RISKS OF INVESTING IN SPECIAL INVESTMENT INSTRUMENTS AND
TECHNIQUES, INCLUDING DERIVATIVE INSTRUMENTS
 
The Fund may utilize a variety of special investment instruments and techniques (described below) to hedge its portfolio against various risks (such as changes in interest rates or other factors that affect security values) to pursue its investment objectives. These strategies may be executed through transactions in derivative instruments (“Derivatives”). The instruments the Fund may use and the particular manner in which they may be used may change over time as new instruments and techniques are developed or regulatory changes occur. Certain of the special investment instruments and techniques that the Fund may use are speculative and involve a high degree of risk.
 
The Fund may invest in, or enter into transactions involving Derivatives. These are financial instruments that derive their performance, at least in part, from the performance of an underlying asset, index, or interest rate. Examples of Derivatives include, but are not limited to, options contracts, futures contracts, options on futures contracts, caps and floors both for investment purposes and risk management purposes. A futures contract is an exchange-traded agreement between two parties, a buyer and a seller, to exchange a particular commodity or financial instrument at a specific price on a specific date in the future. An option transaction generally involves a right, which may or may not be exercised, to buy or sell a commodity or financial instrument at a particular price on a specified future date.  A description of these and other Derivatives that the Fund may use is provided above under “Investment Objective and Strategies-Types of Investments.”
 
 
35

 
 
The Fund’s use of Derivatives involves risks different from, or possibly greater than, the risks associated with investing in trade finance related securities or more traditional investments, depending upon the characteristics of the particular Derivative and the Fund’s portfolio as a whole.  Derivatives permit a Fund to increase or decrease the level of risk of its portfolio, or change the character of the risk to which its portfolio is exposed, in much the same way as the Fund can increase or decrease the level of risk, or change the character of the risk, of its portfolio by making investments in specific securities.
 
Derivatives may entail investment exposures that are greater than their cost would suggest, meaning that a small investment in Derivatives could have a large potential impact on the Fund’s performance.  If the Fund invests in Derivatives at inopportune times or judges market conditions incorrectly, such investments may lower the Fund’s return or result in a loss.  The Fund also could experience losses if Derivatives are poorly correlated with its other investments, or if the Fund is unable to liquidate its position because of an illiquid secondary market. The market for many Derivatives is, or suddenly can become, illiquid.  Changes in liquidity may result in significant, rapid, and unpredictable changes in the prices for Derivatives.
 
The Dodd-Frank Act enables the CFTC and the SEC to enact new regulations on certain OTC Derivatives.  Under the Dodd–Frank Act, certain OTC Derivatives contracts will be regulated through regulated clearing houses and subject to regulation by the SEC and the CFTC.  The type and number of Derivatives contracts subject to the clearing requirement, the regulations governing swaps clearing organizations and exchanges, the scope of the swaps dealer and major swap participant definitions, and the capital and margin requirements imposed on such entities, await final regulatory action.  To date, the SEC and the CFTC have submitted proposed rules, which are subject to comments from the public.  The Dodd-Frank Act creates a regulatory framework rather than a set of detailed requirements.  The ultimate impact of the Dodd-Frank Act on the Derivatives market is unclear and will depend in large part on the final regulations that the SEC and the CFTC promulgate.
 
Engaging in these transactions involves risk of loss to the Fund that could adversely affect the value of the Fund’s net assets. No assurance can be given that a liquid market will exist for any particular futures contract at any particular time. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified periods during the trading day. Futures contract prices could move to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially subjecting the Fund to substantial losses.  In addition, the Dodd-Frank Act significantly expands the CFTC’s authority to impose broader aggregate position limits.
 
Successful use of futures also is subject to the ability to predict correctly movements in the direction of the relevant market, and, to the extent the transaction is entered into for hedging purposes, to ascertain the appropriate correlation between the transaction being hedged and the price movements of the futures contract.
 
 
36

 
 
RISKS OF INVESTING IN FORWARD CONTRACTS
 
The Fund may enter into forward contracts, which are purchases or sales of a specific quantity of a commodity, government security, foreign currency, or other financial instrument at the current or spot price, with delivery and settlement at a specified future date. Because it is a completed contract, a purchase forward contract can be a cover for the sale of a futures contract.
 
The Fund may enter into forward contracts for hedging purposes to pursue its investment objective.  Forward contracts are transactions involving the Fund’s obligation to purchase or sell a specific instrument at a future date at a specified price. Forward contracts may be used by the Fund for hedging purposes to protect against uncertainty in the level of future foreign currency exchange rates, such as when the Manager or the Sub-Adviser anticipates purchasing or selling a foreign currency denominated security. This technique would allow the Fund to “lock in” the U.S. dollar price of the security.  Forward contracts may also be used to attempt to protect the value of the Fund’s existing holdings of foreign currency denominated securities. There may be, however, imperfect correlation between the Fund’s foreign currency denominated securities holdings and the forward contracts entered into with respect to those holdings.  There is no general requirement that the Fund hedge all or any portion of its exposure to foreign currency risks and there is no assurance that any such attempted hedging will be successful.
 
RISKS OF INVESTING IN WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES
 
The Fund may purchase securities on a “when-issued” basis and may purchase or sell securities on a “forward commitment” basis in order to hedge against anticipated changes in interest rates and prices or for speculative purposes. These transactions involve a commitment by the Fund to purchase or sell securities at a future date (ordinarily one or two months later). The price of the underlying securities, which is generally expressed in terms of yield, is fixed at the time the commitment is made, but delivery and payment for the securities takes place at a later date. No income accrues on securities that have been purchased pursuant to a forward commitment or on a when-issued basis prior to delivery to the Fund. When-issued securities and forward commitments may be sold prior to the settlement date. If the Fund disposes of the right to acquire a when-issued security prior to its acquisition or disposes of its right to deliver or receive against a forward commitment, it may incur a gain or loss. There is a risk that securities purchased on a when-issued basis may not be delivered and that the purchaser of securities sold by the Fund on a forward basis will not honor its purchase obligation. In such cases, the Fund may incur a loss.
 
RISKS OF INVESTING IN RESTRICTED AND ILLIQUID INVESTMENTS
 
The Fund will invest a portion or all of the value of its assets in restricted securities and other investments that are illiquid. Restricted securities are securities that may not be sold to the public without an effective registration statement under the Securities Act of 1933, as amended, or, if they are unregistered, may be sold only in a privately negotiated transaction or pursuant to an exemption from registration.
 
 
37

 
 
Where registration is required to sell a security, the Fund may be obligated to pay all or part of the registration expenses, and a considerable period may elapse between the decision to sell and the time the Fund may be permitted to sell a security under an effective registration statement. If, during such period, adverse market conditions were to develop, the Fund might obtain a less favorable price than prevailed when it decided to sell.  The Fund may be unable to sell restricted and other illiquid securities at the most opportune times or at prices approximating the value at which it purchased such securities.
 
RISKS OF INVESTING IN ASSET-BACKED SECURITIES 
 
The Manager or the Sub-Adviser may invest certain of the Fund’s assets in asset-backed securities (“ABS”), particularly with respect to securitizations of trade finance related securities or trade receivables.  As opposed to most traditional debt securities, interest and principal payments are made more frequently with ABS, usually quarterly, and principal may be prepaid at any time.
 
The frequency and timing at which prepayments (including voluntary prepayments by the obligors and liquidations due to default and foreclosures) occur on loans will be affected by a variety of factors including the prevailing level of interest rates as well as economic, demographic, tax, social, legal and other factors. Also, investments may experience outright losses, as in the case of an interest-only security in an environment of faster actual or anticipated prepayments and particular investments may underperform relative to hedges that the Manager or the Sub-Adviser may have constructed for these investments, resulting in a loss to the Fund. In particular, prepayments (at par) may limit the potential upside of many ABS to their principal or par amounts, whereas any corresponding hedges often have the potential for unlimited loss.
 
RISKS OF LACK OF SEPARATE REPRESENTATION  
 
Kleinberg, Kaplan, Wolff, & Cohen, P.C. (“KKWC”) acts as United States legal counsel to the Fund, the Manager and their affiliates.  The Fund does not have United States legal counsel separate and independent from legal counsel to the Manager.  KKWC does not represent investors in the Fund, and no independent counsel has been retained to represent investors in the Fund.
 
KKWC’s representation of the Fund, the Manager and their affiliates is limited to specific matters as to which it has been consulted by the Fund and/or the Manager.  There may exist other matters that could have a bearing on the Fund, the Manager, and their affiliates as to which KKWC has not been consulted.  In addition, KKWC does not undertake (nor does it intend) to monitor the compliance of the Manager, the Sub-Adviser and their affiliates with the trading program, valuation procedures and other guidelines set forth in this Offering Memorandum, nor does it monitor compliance with applicable laws.  In preparing this Offering Memorandum, KKWC relied upon information furnished to it by the Fund, the Manager, the Sub-Adviser and/or their respective affiliates, and did not investigate or verify the accuracy and completeness of information set forth herein concerning the Fund, the Manager, the Sub-Adviser and their respective affiliates and personnel.
 
 
38

 
 
LIMITS OF RISK DISCLOSURE
 
The above discussions on various risks associated with the Fund and the Shares are not, and are not intended to be, a complete enumeration or explanation of the risks involved in an investment in the Fund. Prospective investors should read this entire Offering Memorandum and the Trust Agreement and consult with their own advisers before deciding whether to invest in the Fund.  In addition, as the Fund’s investment program or market conditions change or develop over time, an investment in the Fund may be subject to risk factors not currently contemplated or described in this Offering Memorandum.
 
MANAGEMENT OF THE FUND
 
THE BOARD OF TRUSTEES AND OFFICERS
 
The Board of the Fund currently consists of five members.  A majority of the members of the Board has overall responsibility to manage and control the business operations of the Fund on behalf of the Shareholders.  A majority of the members of the Board are individuals who are not “interested persons” of the Fund within the meaning of the 1940 Act; in the discussion that follows, these Board members are referred to as “Independent Trustees.”  The Independent Trustees perform the same functions for the Fund as are customarily exercised by the non-interested directors of a registered investment company organized as a corporation.  The Board’s Co-Chairmen are the founders and senior executives of the Fund’s investment advisor and are, therefore, “Interested Persons” of the Fund for purposes of the 1940 Act.  Each Trustee serves until the election and qualification of his or her successor, unless the Trustee sooner resigns or is removed from office.
 
Day-to-day operations of the Fund are the responsibility of the Fund’s officers, each of whom is elected by, and serves at the pleasure of, the Board.  The Board is responsible for the overall supervision and management of the business and affairs of the Fund.
 
The Trustees overall responsibility for identifying and overseeing the operational, business and investment risks inherent in the operation of the Fund is handled by the Board as a whole and by the Board’s Audit Committee, particularly with respect to valuation and accounting matters.  To assist them in carrying out their oversight responsibilities, the Trustees receive, in connection with each of the Board’s regular quarterly meetings, regular reports from the Fund’s Administrator with respect to portfolio compliance, fund accounting matters and matters relating to the computation of the Fund’s net asset value per share.  The Trustees also receive reports, at least quarterly, from the Fund’s Chief Compliance Officer or “CCO”.  These reports, together with presentations provided to the Board at its regular meetings, are designed to keep the Board informed with respect to the effectiveness of the Fund’s overall compliance program including compliance with stated investment strategies, and to help ensure that the occurrence of any event or circumstance that may have a material adverse affect on the Fund are brought promptly to the attention of the Board and that appropriate action is taken to mitigate any such adverse effect.  Additionally, the full Board annually receives a report from the Fund’s CCO and the full Board (and, at the discretion of the Independent Trustees, the Independent Trustees separately) meets with the CCO for the purpose of discussing the extent to which the Fund’s overall compliance program is reasonably designed to detect and prevent violations of the federal securities laws and assessing the effectiveness of the overall compliance program.  Additionally, both the Board, and the Audit Committee (or, Audit Committee Chair) meet at least annually with the Fund’s independent registered public accounting firm.  The overall small size of the Board (with only five members) assures significant participation by every Board member, so that no separate role for a “lead” Independent Trustee has been deemed necessary.
 
 
39

 
 
The Trustees on the Board are not required to contribute to the capital of the Fund or to hold Shares of the Fund.
 
The identity of the Trustees and officers of the Fund and brief biographical information regarding each Trustee and officer during the past five years is set forth below.
 
Interested Trustees and Officers
Name, Address and Age
Position(s) Held
with the Fund
Term of
Office and
Length of
Time Served
Principal Occupation(s)
During the Past Five Years
Number of
Portfolios in Fund
Complex Overseen
by Trustee
Other
Directorships
Held by Trustee
Carl Acebes
570 Lexington Avenue
New York, NY 10022
Date of birth: 8/27/46
 
Co-Chairman and
Trustee
Indefinite
Term;
Since 2008*
Chairman and Co-Chief
Investment Officer of
Rochdale Investment
Management
12
**
Garrett R. D’Alessandro
570 Lexington Avenue
New York, NY 10022
Date of birth: 11/27/57
President; Co-
Chairman and
Trustee
Indefinite
Term;
President since 2008*;
Secretary
2008* - 2011 Trustee since
2011
 
President, Chief Executive
Officer and Co-Chief
Investment Officer of
Rochdale Investment
Management
12
**
Kurt Hawkesworth
570 Lexington Avenue
New York, NY 10022
Date of birth: 9/13/71
Secretary
Indefinite
Term;
Since 2011;
Chief
Compliance
Officer 2008*
- 2011
 
Senior Executive Vice
President, Chief Operating
Officer and General Counsel
of Rochdale Investment
Management
N/A
None
Gregg Giaquinto
570 Lexington Avenue
New York, NY 10022             
Date of birth: 5/6/67
Anti Money
Laundering Officer
Indefinite Term; 
Since 2008*
Executive Vice President –
Operations and Compliance
of Rochdale Investment
Management and Chief
Compliance Officer of RIM
Securities
 
N/A
None
Barbara Hawkesworth 
570 Lexington Avenue
New York, NY 10022
Date of birth: 12/24/72
Chief Compliance
Officer
Indefinite
Term;
Since 2011
Executive Vice President,
Deputy General Counsel
and Chief Compliance
Officer of Rochdale
Investment Management
 
N/A
None
*
Although the Fund was formed in 2008, it has not commenced operations as of the date hereof.
**
Mr. Acebes has been a director of Rochdale Structured Claims Fixed Income Fund LLC, Rochdale Core Alternative Strategies Fund LLC, Rochdale Core Alternative Strategies Fund TEI LLC, Rochdale Core Alternative Strategies Master Fund LLC, Rochdale Alternative Total Return Fund, LLC and Trustee of Rochdale Investment Trust since the respective inception of each of the foregoing, and Mr. D’Alessandro has been a director or trustee of the foregoing since June 13, 2011.
 
 
40

 
 
Independent Trustees
Name, Address and Age
Position(s)
Held with the
Fund *
Term of Office and
Length of Time
Served
Principal Occupation(s)
During the Past Five Years
Number of
Portfolios in Fund
Complex Overseen
by Trustee
Other
Directorships
Held by Trustee
Jay C. Nadel
570 Lexington Avenue
New York, NY 10022
Date of birth: 7/21/58
 
Trustee
Indefinite Term:
Since 2011
President, P.A. Pommares
Agencies, S.A. (luxury
goods distribution)
12
LaPolla
Industries, Inc.;
**
Susan Henshaw Jones
570 Lexington Avenue
New York, NY 10022
Date of birth: 07/18/47
 
Trustee
Indefinite Term:
Since 2011
Consultant, Credit Suisse-
First Boston (securities and investment banking)
12
Museum of the
City of New
York; **
Daniel A. Hanwacker Sr.
570 Lexington Avenue
New York, NY 10022
Date of birth: 10/17/51
Trustee
Indefinite Term:
Since 2011
Consultant, Babcock & 
Brown, 2001 to present;
Senior Vice President
Financial Operations, The
Interpublic Group of
Companies, Inc., 1986 to
2001.
 
12
**
**
Mr. Nadel has been a director of Rochdale Structured Claims Fixed Income Fund LLC, Rochdale Core Alternative Strategies Fund LLC, Rochdale Core Alternative Strategies Fund TEI LLC, Rochdale Core Alternative Strategies Master Fund LLC, Rochdale Alternative Total Return Fund, LLC and a trustee of Rochdale Investment Trust since June 13, 2011, and Ms. Jones and Mr. Hanwacker have each been a director or trustee of the foregoing since August 12, 2011.
 
Taken as a whole, the Board represents a broad range of business and investment experience, as well as professional skills.  Carl Acebes is the founder and Co-Chief Investment Officer of Rochdale Investment Management and has over 40 years of experience in the investment management field as an analyst, portfolio manager, chief investment officer and chief executive officer.  Garrett D’Alessandro is the President, Chief Executive Officer and Co-Chief Investment Officer of Rochdale Investment Management and has over 35 years of experience in the investment management field as an analyst, portfolio manager and chief executive officer. Susan Jones was appointed as the President and Director of the Museum of the City of New York in 2003 and has been in this position on a full-time basis ever since. She has a career spanning banking, government, non-profit management, and manufacturing.  Daniel Hanwacker Sr. has been the CEO of Hanwacker Associates, an executive recruiting and consulting firm servicing the investment management industry since 2002. He also has extensive business experience in the finance industry, including service as a Chief Financial Officer.  Jay Nadel has been serving as Chairman of the Board of Englewood Hospital and Medical Center and the Englewood Healthcare System since 2006.  He was a certified public accountant and has over 30 years in the financial services field.
 
 
41

 
 
TRUSTEE OWNERSHIP OF SECURITIES
 
The dollar range of equity securities owned by each Trustee is set forth below.6
 
NAME OF TRUSTEE
DOLLAR RANGE OF EQUITY
SECURITIES OWNED IN THE
FUND AS OF DECEMBER 31, 2010
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES OWNED IN
ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN BY
TRUSTEE IN FAMILY OF
INVESTMENT COMPANIES AS OF
DECEMBER 31, 2010
     
INDEPENDENT TRUSTEES
     
Jay C. Nadel
None
None
Susan Henshaw Jones
None
None
Daniel A. Hanwacker Sr.
None
None
     
TRUSTEES WHO ARE “INTERESTED PERSONS”
     
Carl Acebes
None
Over $100,0007
Garrett R. D’Alessandro
$10,001-$50,000
Over $100,0007

INDEPENDENT TRUSTEE OWNERSHIP OF SECURITIES
 
The table below provides information regarding the ownership by each Independent Trustee (and his or her immediate family members) of securities of the Manager or RIM Securities LLC (the “Sales Agent”), and the ownership of securities in an entity controlling, controlled by or under common control with the Manager or the Sales Agent (not including registered investment companies), as of December 31, 2010.
 
NAME OF TRUSTEE
NAME OF OWNERS
AND
RELATIONSHIP TO
TRUSTEE
COMPANY
TITLE OF
CLASS
VALUE OF SECURITIES
PERCENTAGE OF CLASS
           
Jay C. Nadel
N/A
N/A
N/A
$0
N/A
           
Susan Henshaw Jones
N/A
N/A
N/A
$0
N/A
           
Daniel A. Hanwacker Sr.
N/A
N/A
N/A
$0
N/A
 
________________________
6          The term “owned” used in the table above means beneficial ownership as determined in accordance with Rule 16a - 1(a)(2) under the Securities Exchange Act of 1934, as amended. The dollar ranges of equity securities reflected in the table above are as follows: None; $1 to $10,000; $10,001 to $50,000; $50,001 to $100,000; or over $100,000.
7           Carl Acebes is one of the primary owners of Rochdale Corporation, which owns shares in the family of investment companies in excess of $100,000.  Garrett D’Alessandro is the other primary owner of Rochdale Corporation, which owns shares in the family of investment companies in excess of $100,000.

 
42

 
 
TRUSTEE COMPENSATION
 
The Fund pays each Independent Trustee a fee of $500 per Board meeting ($500 in the case of a telephonic Board meeting), plus an annual retainer of $1,000, respectively In addition, the Fund reimburses each of the Independent Trustees for travel and other expenses incurred in connection with attendance at such meetings. Each Independent Trustee who is a member of the Audit Committee and/or Nominating and Corporate Governance Committee, and receives a fee for each meeting attended. Other officers and Trustees of the Fund receive no compensation. No other compensation or retirement benefits are received by any Trustee or officer from the Fund. No other entity affiliated with the Fund pays any compensation to the Independent Trustees.
 
The following table summarizes compensation expected to be paid to the Trustees of the Fund, including Committee fees for the fiscal year ending June 30, 2012. 8
 
NAME OF TRUSTEE
AGGREGATE COMPENSATION
FROM THE FUND
PENSION OR
RETIREMENT BENEFITS
ACCRUED AS PART OF
FUND EXPENSES
ESTIMATED
ANNUAL BENEFITS
UPON RETIREMENT
TOTAL COMPENSATION
FROM THE FUND AND
FUND COMPLEX PAID TO
TRUSTEE
         
Carl Acebes9
$0
N/A
N/A
$0
Garrett R. D’Alessandro9
$0
N/A
N/A
$0
Jay C. Nadel
$5,000
N/A
N/A
$22,000
Susan Henshaw Jones
$5,000
N/A
N/A
$22,000
Daniel A. Hanwacker Sr.
$5,000
N/A
N/A
$22,000

COMMITTEES OF THE BOARD
 
The Board has three standing committees as described below.
 
Audit Committee. The Audit Committee is responsible for advising the Board with respect to accounting, auditing and financial matters affecting the Fund and meets at least once annually.  As the Fund has not commenced operations, the Audit Committee has not held any meetings during the last fiscal year. The three Independent Trustees comprise the Audit Committee.
 
Nominating Committee. The Nominating Committee is responsible for seeking and reviewing candidates for consideration as nominees for Trustees as is considered necessary from time to time and meets only as necessary. As the Fund has not commenced operations, the Nominating Committee has not held any meetings during the last fiscal year. The three Independent Trustees comprise the Nominating Committee. There are no policies in place regarding nominees recommended by Shareholders.
 
Valuation Committee. The Valuation Committee is responsible for (1) monitoring the valuation of the Fund’s securities and other investments, respectively; and (2) as required, when the Board is not in session, determining the fair value of illiquid and other holdings after consideration of all relevant factors, which determinations are reported to the Board. The Valuation Committee meets as necessary when a price is not readily available. As the Fund has not commenced operations, the Valuation Committee has not held any meetings during the last fiscal year. The Valuation Committee is comprised of Garrett D’Alessandro, Carl Acebes, Jane Molbert, Kurt Hawkesworth, and Keith Shintani.
________________________
8        Since the Fund has not been in operation for a full fiscal year since its organization, the information furnished is an estimated amount for the Fund’s fiscal year ending June 30, 2012.
9          “Interested person” as defined in the 1940 Act of the Fund. Mr. Acebes is Chairman and Chief Investment Officer of the Fund’s investment adviser. As an interested person, Mr. Acebes receives no compensation from the Fund for his duties as a Trustee or officer
 
 
43

 
 
THE MANAGER
 
Under the supervision of the Board and pursuant to the Investment Management Agreement, Rochdale Investment Management LLC (“Rochdale” or the “Manager”), a registered investment adviser with headquarters at 570 Lexington Avenue, New York, New York 10022-6837 provides investment services to the Fund. Through indirect beneficial ownership of the outstanding voting securities of the Manager, Carl Acebes and Garrett R. D’Alessandro are controlling persons of the Manager. The Sales Agent is a wholly owned subsidiary of the Manager.  Mr. Acebes is Co-Chairman and Trustee of the Fund and Chairman, Co-Chief Investment Officer and Founder of the Manager. Mr. D’Alessandro is President, Co-Chairman and Trustee of the Fund and Chief Executive Officer, President, and Co-Chief Investment Officer of the Manager.
 
Subject to the general supervision of the Board and in accordance with the investment objective, policies, and restrictions of the Fund, the Manager provides the Fund with ongoing investment guidance, policy direction, and monitoring of the Sub-Adviser and the Fund pursuant to the Investment Management Agreement. The Investment Management Agreement may be terminated by the Board, by a majority vote of the Shareholders, or by the Manager.
 
The Manager is authorized, subject to the approval of the Board, (1) to retain and (2) to pay for from the Manager’s resources, the Sub-Adviser to provide any or all of the investment advisory services required to be provided to the Fund or to assist the Manager in providing these services, subject to the requirement that the Manager supervise the rendering of any such services to the Fund by the Sub-Adviser.
 
The Investment Management Agreement provides that the Manager will provide (either directly or through its delegate) investment advisory services, place portfolio transactions in accordance with the Fund’s registration statement, assist the Fund generally in the conduct of its business, maintain or cause to be maintained necessary books and records of the Fund , furnish office space for the Fund’s officers and employees, and render services on behalf of the Fund (not otherwise provided by third parties) necessary for the Fund’s operating as a closed-end investment company.  Subject to the Board’s oversight, the Manager has agreed, among other things, to: make investment decisions and provide a program of continuous investment management for the Fund; prepare, obtain, evaluate, and make available to the Fund research and statistical data; obtain and evaluate information and advice relating to the economy, securities markets, and securities; buy, retain, and sell investments, securities, and cash; select brokers or dealers to execute transactions; provide on an ongoing evaluation of the Fund’s portfolio; determine or recommend the extent to which the Fund’s portfolio shall be invested, and what portion, if any, should be held uninvested; and maintain or cause to be maintained for the Fund all books, records, reports, and any other information required under the 1940 Act, to the extent that such books, records, and reports, and other information are not maintained or furnished by another service provider of the Fund.
 
 
44

 
 
In addition to being responsible for paying the Sub-Adviser retained by the Manager, the Manager is responsible for the payment of the compensation and expenses (including payroll taxes, if any) of all Trustees, officers, and executive employees of the Fund affiliated with the Manager and making available, without expense to the Fund, the services of such Trustees, officers, and employees as may duly be elected officers of the Fund, subject to their individual consent to serve and to any limitations imposed by law. The Fund is responsible for the fees and expenses (specifically including travel expenses relating to each entity’s business) of its Independent Trustees.
 
The Investment Management Agreement further provides that the Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with matters to which such agreement relates, except a loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Manager in the performance of its duties or from reckless disregard by the Manager of its obligations and duties under such agreement.  Notwithstanding the foregoing, nothing herein or in the Investment Management Agreement is intended to limit, nor shall in any way limit, the rights available to the Fund or Shareholders to the extent such rights may not be waived under applicable securities laws.
 
The Investment Management Agreement also provides that the Manager will allocate purchase and sale opportunities, which are suitable for more than one client of the Manager, in an equitable manner.
 
THE SUB-ADVISER
 
Under the supervision of the Manager and the general supervision of the Board and pursuant to a Sub-Investment Advisory Agreement, GML Capital LLP, a limited liability partnership formed in England (the “Sub-Adviser”) will act as sub-investment adviser to the Fund.  The Manager has delegated investment discretion to manage the assets in the Fund’s portfolio to the Sub-Adviser.
 
The Sub-Adviser was formed as a limited liability partnership in England in 2007. The principal place of business of the Sub-Adviser is at the Met Building, 22 Percy Street, London W1T 2BU England.  The Sub-Adviser is a privately-owned financial services firm, based in London.
 
The Sub-Adviser is authorized and regulated by the Financial Services Authority (the “FSA”) in the United Kingdom under the United Kingdom Financial Services and Market Act 2000.  In March 2008, the Sub-Adviser became registered with the Securities and Exchange Commission as a registered investment adviser.  The Sub-Adviser advised approximately USD 607 million of net assets as of May 31, 2011.
 
The managing member of the Sub-Adviser is GML International Limited which was established in London in 1983 (the “Managing Member”).  The Managing Member is owned by Stefan Pinter and Theodore Stohner, who are also members (in an individual capacity) in the Sub-Adviser.  The Managing Member (which until the “migration” of regulatory status in the UK from the Managing Member to the Sub-Adviser in July 2007, was authorized and regulated by the FSA) is a private firm engaged in a broad range of investment banking activities and has historically been focused on the emerging countries of Eastern and Central Europe, Central Asia and the Middle East and Africa, although the firm has conducted business throughout the rest of the global emerging markets.  The Managing Member maintains offices in Genoa in Italy, Kiev in the Ukraine, and Moscow in the Russian Federation and in Tbilisi, Georgia.
 
 
45

 
 
In April 2009, the Sub-Adviser and members of the Sub-Adviser entered into an agreement with Federated Investors, Inc (“FII”) pursuant to which FII has the option to purchase the investment advisory business relating to trade finance related securities from the Managing Member and other members of the Sub-Adviser upon FII’s achievement of specified asset  raising targets. The Sub-Adviser is required to establish a separately regulated advisory firm to manage the trade finance investment advisory business prior to the sale to FII.
 
PORTFOLIO MANAGERS
 
On behalf of the Manager, the following individuals have primary responsibility for supervising the Sub-Adviser’s management of the Fund.
 
PORTFOLIO MANAGER
SUPERVISOR
SINCE
RECENT PROFESSIONAL EXPERIENCE
Carl Acebes
7/08*
Mr. Acebes is Chairman, Co-Chief Investment Officer and Founder of Rochdale Investment Management LLC.
 
Mr. Acebes’ investment career encompasses some of the financial industry’s first attempts, beginning in 1969, to apply computerization to the analysis and management of institutional portfolios through the application of Modern Portfolio Theory.  In the early 1970s, Mr. Acebes developed the foundation for the investment disciplines that today are central to Rochdale Investment Management’s capabilities. Mr. Acebes has successfully managed money since 1974.  As Co-Chief Investment Officer and majority shareholder of Rochdale Investment Management, Mr. Acebes continues to head the team of investment professionals at Rochdale and is involved in the firm’s day-to-day investment management and research work.
 
In addition to Mr. Acebes’ investment success, he is the founder of several companies, including Rochdale Investment Management; and Rochdale Corporation; and serves as Chairman and Trustee of Rochdale Investment Trust.  Mr. Acebes studied engineering at Cornell University and economics at Columbia University.
 
 
 
46

 
 
PORTFOLIO MANAGER
SUPERVISOR
SINCE
RECENT PROFESSIONAL EXPERIENCE
Garrett R. D’Alessandro, CFA
7/08*
Mr. D’Alessandro is Chief Executive Officer, President, and Co-Chief Investment Officer of Rochdale Investment Management LLC.
 
In addition to strategic management of the firm, Mr. D’Alessandro directs the portfolio management and investment research efforts and determines those companies that satisfy the firm’s investment criteria for inclusion in client portfolios.  Prior to Rochdale, he was a Certified Public Accountant and an Audit Manager with KPMG Peat Marwick. 
 
Mr. D’Alessandro received his M.B.A. in finance from the Stern School of Business at New York University.  He holds the Chartered Financial Analyst designation and is a member of the New York Society of Security Analysts and the CFA Institute and is an Accredited Investment Fiduciary.  Mr. D’Alessandro makes presentations on current investment issues to financial professionals throughout the country and has been featured in various media including CNBC, The Financial Network, Practical Accountant, and New Jersey CPA.  Mr. D’Alessandro is an Ironman triathlete and supporter of numerous charitable and civic organizations.
 
*
Although the Fund initially entered into the Investment Advisory Agreement in July 2008, it has not commenced operations as of the date hereof.
 
Carl Acebes also is a portfolio manager for each of the Rochdale Investment Trust’s seven investment portfolios (approximately $604 million in assets as of May 31, 2011). Mr. Acebes also is responsible for managing ninety-two other accounts with an aggregate total of approximately $49 million in assets as of May 31, 2011.  Mr. Acebes is not responsible for any other pooled investments. Mr. Acebes receives an annual salary established by the Manager. Salary levels are based on the overall performance of the Manager and not on the investment performance of any particular Portfolio or account. Like the Manager’s other employees, Mr. Acebes is eligible for a bonus annually. Such bonuses are also based on the performance of the Manager as a whole and not on the investment performance of any particular Portfolio or account. Additionally, Mr. Acebes owns a substantial portion of the Manager and, accordingly, benefits from any profits earned by the Manager.
 
Garrett D’Alessandro also is a portfolio manager for each of the Rochdale Investment Trust’s seven investment portfolios (approximately $604 million in assets as of May 31, 2011). Mr. D’Alessandro also is responsible for managing one hundred and eighty-eight other accounts with an aggregate total of approximately $315 million in assets as of May 31, 2011.  Mr. D’Alessandro is not responsible for any other pooled investments. Mr. D’Alessandro receives an annual salary established by the Manager. Salary levels are based on the overall performance of the Manager and not on the investment performance of any particular Portfolio or account. Like the Manager’s other employees, Mr. D’Alessandro is eligible for a bonus annually. Such bonuses are also based on the performance of the Manager as a whole and not on the investment performance of any particular Portfolio or account. Additionally, Mr. D’Alessandro owns a substantial portion of the Manager and, accordingly, benefits from any profits earned by the Manager.
 
 
47

 
 
On behalf of the Sub-Adviser, the following individuals have primary responsibility for managing the Fund.
 
PORTFOLIO MANAGER
SINCE
RECENT PROFESSIONAL EXPERIENCE
 
Stefan Pinter
8/08*
Mr. Pinter is Chief Executive Officer and Chief Investment Officer of GML Capital LLP and is in charge of the firm’s overall investment management and investment advisory activities and is responsible for the Sub-Adviser’s authorization by the UK Financial Services Authority.  Mr. Pinter is also responsible for the proprietary investment activities and overseas offices of GML International Limited, the Managing Member of GML Capital LLP.  He is also a Director of Growth Management Funds ICC as well as the various feeder and holding funds for which GML Capital LLP acts as Investment Adviser.  He joined GML International Limited in 1990 and was a Founding Member of GML Capital LLP, which was formed in 2007.
 
Mr. Pinter began his career after university by spending three and a half years as an Associate in the International Corporate Finance Department of Kidder, Peabody & Co. Incorporated in New York.  Whilst there, he executed numerous Euromarket financings on behalf of US and foreign issuers, which included convertible and equity-linked financings, fixed rate bonds and floating rate notes.  He also structured various mortgage-backed financings which were privately-placed in Japan, and worked on a number of cross-border M&A transactions.  This was followed by two and a half years trading the Eurobond syndicate book for Kidder, Peabody International Limited in London, where he priced and traded fixed, floating rate, and equity-linked new Eurobond issues.
 
 
 
48

 
 
PORTFOLIO MANAGER
SINCE
RECENT PROFESSIONAL EXPERIENCE
   
An American by birth, Mr. Pinter received his Bachelor of Arts degree in Economics cum laude from Harvard University in 1983, and his studies included significant coursework in computer programming, which he also taught.
The Structured Trade Finance Team, headed by Suresh Advani, formally reports to Mr. Pinter to ensure compliance with the Fund’s investment objectives and the risk processes and guidelines of the Sub-Adviser.
 
Suresh Advani
8/08*
Mr. Advani joined GML International Limited in October 2005, is a Member of the Sub-Adviser and is responsible for developing the firm’s investment activities in the areas of structured trade, export and project related finance.  He is a Director of Rochdale GML Trade Finance Income Limited as well as other investment funds for which GML Capital LLP acts as Investment Manager.
 
He is designated as Portfolio Manager for the Fund and is responsible for overall portfolio composition and performance and reports to Mr. Pinter in this role.  He will be responsible for supervising the Portfolio Team.
 
Prior to joining the firm, Mr. Advani spent twenty-five years working in Investment Banking, Commercial Banking and Political and Trade Credit Insurance with employers including JP Morgan Chase (predecessor bank Chase Manhattan Bank), Dresdner Kleinwort Wasserstein, Jardine Lloyd Thompson and Exporters Insurance Company Limited.
 
Product responsibilities have included structured finance, project finance, export finance, structured trade finance, forfaiting, trade services, primary loan syndication and secondary loan sales, e-commerce and private equity/venture capital.  He also has experience of various forms of financial risk insurance including political and credit risk as well as alternate risk transfer.
 
 
 
49

 
 
PORTFOLIO MANAGER
SINCE
RECENT PROFESSIONAL EXPERIENCE
   
He has worked on transactions and with clients in a diverse range of industry sectors such as telecoms, power, oil and gas, mining and metals, pulp and paper and soft commodities.
 
Mr. Advani has extensive experience in global emerging markets arising from a series of assignments in New York, London, Hong Kong and Singapore where he held regional management positions for Latin America, Eastern Europe, the former Soviet Union (FSU), Africa and the Middle East and then Asia.
 
Mr. Advani studied Philosophy, Politics and Economics at St. Edmund Hall, Oxford.
 
Patrick Bayliss
8/08*
Mr. Bayliss has over 11 years of trade finance experience and joined GML Capital LLP in November 2007.  He is a member of the Portfolio Team and has specific responsibilities for managing individual investments and as well as portfolio-wide responsibilities for assessing relative value, market, pricing, currency and liquidity risk.
 
Before joining GML Capital LLP, Mr. Bayliss was with BlueCrest Capital Management, where he was a Portfolio Manager for BlueCrest Mercantile, a fund which invested in trade finance and trade related transactions.
 
Previously, Mr. Bayliss had been a Director of LTPtrade.net Ltd, a subsidiary of LTP Trade plc, from the company’s formation in 1999 until 2007, and prior to that was an Assistant Director in the Global Banking Division, International Trade Finance, at Deutsche Bank AG.
 
During Mr. Bayliss’ 4 year career at Morgan Grenfell (and then Deutsche Bank AG), he was the asset and liability risk management book runner for International Trade Finance.  Mr. Bayliss’ responsibilities included the day-to-day hedging of the trading book, and he also led the implementation of a credit-based book valuation system, and implemented a technology solution for RAROC and Stress Testing, and developed a VAR model and initiated VAR analysis reporting.
 
 
 
50

 
 
PORTFOLIO MANAGER
SINCE
RECENT PROFESSIONAL EXPERIENCE
   
Prior to his tenure at Morgan Grenfell / Deutsche Bank AG, Patrick spent 5 years at Saudi International Bank (now Gulf International Bank) where he was a quantitative fund manager.  He was responsible for two equity portfolios totaling over $1 billion, and managed quantitative projects that included portfolio modeling using Monte Carlo techniques, principal component analysis, and volatility modeling.
 
Patrick holds a BSc in Economics from Bristol University, UK
 
Dalia Kay
8/08*
Ms. Kay joined GML International Limited in 1994. She is a member of the Portfolio Team with responsibilities for managing specific investments and for supervising portfolio-wide documentary and other forms of transaction execution risk.
 
Since December 2006, Ms. Kay has been an Investment Portfolio Adviser in which role she is responsible for originating, structuring and proposing investments for GML’s Capital LLP’s investment funds from a diverse range of countries including Cuba, Ghana, Peru, Russia and Brazil.
 
From 1994 to December 2006 Ms. Kay was Associate Director of Trade Finance and Forfaiting with GML International Limited where she coordinated origination, structuring, documentation and distribution of short-term and medium-term trade finance transactions. Key geographic areas of origination focus were Turkey, Kazakhstan, Romania, Ukraine and Former Yugoslavia, where she acquired an in-depth knowledge of the banking systems and legal bases for trade finance transactions in these jurisdictions.
 
Ms Kay studied at the University of Geneva, Switzerland where she received a Diploma in Law specializing in Civil Law and applications of jurisprudence cases in the Swiss legal system and a BA in Economics, specializing in accounting, macro- and micro-economic models.  She is fluent in French.
 
 
 
51

 
 
Robbie Gautam
6/11
Robbie joined GML Capital LLP in September 2009 as a member of the Trade Finance Portfolio Team and is specifically responsible for credit risk and transaction risk rating analysis.
 
Prior to joining the Sub-Adviser, he was a Senior Credit Risk professional with GE Capital Commercial Finance, UK. He joined GE Capital through an MBA Summer Internship in Germany and he later worked with GE Capital Structured Finance in Stamford, USA. He then moved to Gurgaon, India as a Portfolio Risk Manager leading a team of young professionals delivering Portfolio Risk activities for GE Capital headquarters in Stamford. Prior to GE Capital Robbie worked for an Energy equipment manufacturer Alstom as an in-house Consultant within the Corporate Strategy team in India. He has extensive experience in credit risk management and corporate strategy.
 
Robbie graduated in Mechanical Engineering with Honors from Aligarh University, India. He also has a MBA the from Leipzig Graduate School of Management (HHL), Germany and a Masters in Finance from the London Business School.
 
*
Although Sub Advisory Agreement was initially entered into in August 2008, the Fund it has not commenced operations as of the date hereof.
 
Other Accounts Managed by the Portfolio Managers of the Sub-Adviser for the Fund.
 
The following table indicates the type (Registered Investment Company (“RIC”), Other Pooled Investments (“OPI”), and Other Accounts (“OA”)), number of accounts, and total assets of the accounts for which each Portfolio Manager of the Sub-Adviser had formal day-to-day responsibilities as of May 31, 2011.  Please note that the Registered Investment Company and two Other Pooled Investments accounts are not subject to performance-based fees (*).
 
   
No. of Accounts
Market Value
Stefan Pinter
RIC
0
$ 0
 
performance fee*
-
 
 
OPI*
4
$303,280,857
 
performance fee*
Varied: 15-20% of returns over various
hurdles with high watermarks and
equalization.
 
 
OA
0
 $ 0
 
performance fee*
-
 
 
 
 
52

 
 
Suresh Advani
RIC
1
$182,600,358
 
performance fee*
N/A
 
 
OPI*
3
$137,919,945
 
performance fee*
N/A for 2 OPI’s;
10% of returns over LIBOR + 100bps for 1
OPI.
 
 
OA
0
 $ 0
 
performance fee*
-
 
Patrick Bayliss
RIC
0
$ 0
 
performance fee*
-
 
 
OPI*
3
$ 137,919,945
 
performance fee*
N/A for 2 OPI’s;
10% of returns over LIBOR + 100bps for 1
OPI.
-
 
OA
0
$0
 
performance fee*
-
-
Dalia Kay
RIC
0
$0
 
performance fee*
-
-
 
OPI*
3
$ 137,919,945
 
performance fee*
N/A for 2 OPI’s;
10% of returns over LIBOR + 100bps for 1
OPI.
-
 
OA
0
$0
 
performance fee*
-
-
Robbie Gautam
RIC
0
$0
 
performance fee*
-
-
 
OPI*
3
$ 137,919,945
 
performance fee*
N/A for 2 OPI’s;
10% of returns over LIBOR + 100bps for 1
OPI.
-
 
OA
0
$0
 
performance fee*
-
-
 
Holdings
 
None of the Sub-Adviser portfolio managers listed above own shares of the Fund.
 
Sub-Adviser Conflicts of Interest Disclosure
 
Where the Sub-Adviser has entered into an agreement that provides for payment of a performance fee to the Sub-Adviser, payment of that performance fee may lead the Sub-Adviser to recommend investments for a particular fund that are riskier than it would otherwise have made. This fee is calculated on unrealised and realised gains.
 
Other clients of the Sub-Adviser may have similar investment objectives to the objectives of one or more fund although the Sub-Adviser, in particular in relation to the allocation of investment opportunities, will at all times endeavour to act fairly towards each of the Sub-Adviser’s clients.
 
 
53

 
 
In addition the Sub-Adviser, and any person or company with whom they are affiliated or by whom they are employed may be involved in other financial, investment or other professional activities which may cause conflicts of interest with the fund.
 
Sub-Adviser Compensation Disclosure
 
All Members of the Sub-Adviser receive an allocation of GML’s annual profit by virtue of their status as a member of the partnership.  This allocation is split into monthly advances and an annual bonus.  The overall allocation is based upon his or her contribution to the firm and is assessed by GML International Limited, the Managing Member of GML.  Such contribution is based on an appraisal of the underlying performance against investment objectives of the various funds for which the Member acts as a portfolio manager as well as underlying profit contribution of these funds to the overall annual profit of the firm.  Individual Member’s compensation is principally cash based but as member of the partnership they each would be entitled to a share of the proceeds of any sale of the firm or the trade finance investment advisory business to FII.
 
CODES OF ETHICS
 
The Fund, the Manager, the Sub-Adviser and the Sales Agent each has adopted a code of ethics as required by applicable law, which is designed to prevent affiliated persons of the Fund, the Manager, the Sub-Adviser and the Sales Agent from engaging in deceptive, manipulative, or fraudulent activities in connection with securities held or to be acquired by the Fund (which may also be held by persons subject to a code of ethics).  There can be no assurance that the codes of ethics will be effective in preventing such activities.  Each code of ethics may be examined on the Internet from the SEC’s website at www.sec.gov.  In addition, each code of ethics can be reviewed and copied at the SEC’s Public Reference Room in Washington, DC.  Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-942-8090.  Copies of these codes of ethics may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, DC 20549-0102.
 
The Manager’s and the Sub-Adviser’s codes of ethics allow personnel to invest in securities for their own account, but require compliance with each code’s pre-clearance requirements and other restrictions including “blackout periods” and minimum holding periods, subject to limited exceptions.  The Manager’s code of ethics prohibits purchases of securities in initial public offerings (the prohibition is limited to U.S. public offerings) and requires prior approval for purchases of securities in private placements. The Sub-Adviser’s code of ethics requires prior approval for purchases of securities in initial public offerings or private placements.  Performance Information Advertisements and sales literature relating to the Fund and reports to Shareholders may include quotations of investment performance.  In these materials, the Fund’s performance will normally be portrayed as the net return to an investor in the Fund during each quarter of the period for which investment performance is being shown.  Cumulative performance and year-to-date performance computed by aggregating quarterly return data may also be used.  Investment returns will be reported on a net basis, after all fees and expenses.  Other methods also may be used to portray the Fund’s investment performance.
 
 
54

 
 
The Fund’s performance results will vary from time to time, and past results are not necessarily indicative of future investment results.
 
Comparative performance information, as well as any published ratings, rankings and analyses, reports and articles discussing the Fund, may also be used to advertise or market the Fund, including data and materials prepared by recognized sources of such information.  Such information may include comparisons of the Fund’s investment performance to the performance of recognized market indices and indices, including but not limited to the Standard & Poor’s 500, the Russell 2000, or other lesser known indices (including indices of other pooled investment vehicles investing in hedge funds and private equity venture and buyout funds), such as Hedge Fund Research Inc.’s HFRI Equity Hedge Index, or Venture Economics’ Private Equity Performance Index.  Comparisons also may be made to economic and financial trends and data that may be relevant for investors to consider in determining whether to invest in the Fund.
 
FEES AND EXPENSES
 
INVESTMENT MANAGEMENT FEE SHARED BY THE MANAGER AND SUB-ADVISER
 
The Fund will pay the Manager an investment management fee at an annual rate of 0.70% of the Fund’s month-end net assets, including assets attributable to the Manager (or its affiliates) and before giving effect to any repurchases of Shares by the Fund. The investment management fee will accrue monthly and will be payable at the end of each quarter. The investment management fee will be an expense out of the Fund’s assets.  Net assets means the total value of all assets under management of the Fund, less all accrued debts, liabilities, and obligations of the Fund, calculated before giving effect to any repurchase of Shares on the date of calculation.
 
Out of the 0.70% investment management fee (i) the Manager will retain 0.25% of the Fund’s month-end net assets, including assets attributable to the Manager (or its affiliates) and before giving effect to any repurchases by the Fund of Shares and (ii) 0.45% of the Fund’s month-end net assets, including assets attributable to the Manager (or its affiliates) and before giving effect to any repurchases by the Fund of Shares will be paid as a sub-investment advisory fee by the Manager to the Sub-Adviser. This fee will be paid to the Sub-Adviser out of the Manager’s assets.
 
ADMINISTRATIVE FEE
 
U.S. Bancorp Fund Services, LLC (the “Administrator”) acts as administrator for the Fund. The Administration Agreement provides that the Administrator will prepare and coordinate reports and other materials supplied to the Trustees; prepare and/or supervise the preparation and filing of all securities filings, periodic financial reports, prospectuses, statements of additional information, marketing materials, tax returns, Shareholder reports and other regulatory reports or filings required of the Fund; and will prepare all required filings necessary to maintain the Fund’s ability to sell Shares in all states where it intends to do business; coordinate the preparation, printing and mailing of all materials (e.g., annual reports) required to be sent to Shareholders; coordinate the preparation and payment of the Fund related expenses; monitor and oversee the activities of the Fund’s servicing agents (i.e., custodian, fund accountants, etc.); review and adjust as necessary the Fund’s daily expense accruals; maintain and preserve certain books and records; calculate the net asset value per Share of the Fund; and perform such additional services as may be agreed upon among the Fund and the Administrator.
 
 
55

 
 
The Administrator also serves as the Fund’s transfer, disbursing and Shareholder servicing agent pursuant to a transfer agent agreement (the “Transfer Agent Agreement “) with the Fund and has agreed to provide the following services, among others: maintain the register of Shareholders and enter on such register all issues, transfers, and repurchases of Shares for active and closed accounts according to the 1940 Act; assist the Fund’s accountants in the preparation of, and mail, tax forms; handle telephone calls and correspondence of Shareholders; control and reconcile Shares daily; mail and tabulate proxies for Shareholder meetings; mail offering memoranda or prospectuses; process payments; and confirm account activity.
 
For its services provided to the Fund, the Administrator receives from the Fund a total annual fee, accrued monthly and paid monthly, in an amount equal to 0.08% of the first $150 million, 0.06% of the next $250 million and 0.04% of the balance over $400 million of the Fund’s month-end net assets before giving effect to any repurchases by the Fund of Shares.
 
INVESTOR SERVICING ARRANGEMENTS
 
Under the terms of an investor servicing agreement between the Fund and the Sales Agent (the “Investor Servicing Agreement”), the Sales Agent is authorized to retain broker-dealers and certain financial advisers to provide ongoing investor services and account maintenance services to Shareholders that are their customers (“Investor Service Providers”).  These services include, but are not limited to, handling Shareholder inquiries regarding the Fund (e.g., responding to questions concerning investments in the Fund, and reports and tax information provided by the Fund); assisting in the enhancement of relations and communications between Shareholders and the Fund; assisting in the establishment and maintenance of Shareholder accounts with the Fund; assisting in the maintenance of Fund records containing Shareholder information; and providing such other information and Shareholder liaison services as the Sales Agent may reasonably request. Under the Investor Servicing Agreement, the Fund will pay a fee to the Sales Agent to reimburse it for payments made to Investor Service Providers.  This fee will be accrued monthly and paid quarterly and will be in an amount, with respect to each Investor Service Provider, not to exceed the lesser of: (i) 0.20%10 (on an annualized basis) of the aggregate value of outstanding Shares held by investors that receive services from the Investor Service Provider, determined as of the last day of the calendar month (before any repurchases of Shares); or (ii) the Sales Agent’s actual payments to the Investor Service Provider.  The Sales Agent will be entitled to reimbursement under the Investor Servicing Agreement for any payments it may make to any affiliated Investor Service Providers.
 
______________________
10           The Sales Agent may waive a portion of this fee based upon the success of the Fund.
 
 
56

 
 
LOAN SERVICING AGREEMENT
 
The Sub-Adviser also acts as the Fund’s loan servicing agent.  Under the terms of the Loan Servicing Agreement among and between the Manager, the Fund and the Sub-Adviser (the “Loan Servicing Agreement”), the Sub-Adviser will communicate the details of all loan purchases and sales to the Administrator, reconcile the Fund’s cash accounts with the cash account records of the Custodian (as defined below) and provide such reconciliations to the Administrator, communicate with obligors in relation to their timely making of interest, principal and/or amortization payments in relation to loan assets owned by the Fund and in order to resolve wire transmission queries with respect of any such payments, notify the Manager following a failure of an obligor to make any scheduled payment, provide the Manager with reports in respect of loan servicing, act as the central point of contact for clarification queries from the Custodian and Administrator, and maintain an up-to-date “Sub-Adviser Portfolio Blotter” of all interest, principal and amortization payments in relation to loan assets owned by the Fund.
 
For its services provided under the Loan Servicing Agreement, the Fund will pay the Sub-Adviser the following fees: (a) an upfront, one time, set-up fee of $10,000 and (b) a monthly fee payable in arrears as the greater of (i) $2,291 or (ii) either (x) 0.00025% of the gross assets of the Fund if total gross assets are less than or (y) 0.000225% of the gross assets of the Fund if total gross assets are greater than $1 billion.
 
OTHER EXPENSES
 
The Fund pays its expenses, other than such expenses that the Manager assumes (pursuant to the Investment Management Agreement) or waives and/or reimburses (pursuant to the Manager’s agreement to waive and/or reimburse the Fund’s expenses). The expenses of the Fund include, but are not limited to, any fees and expenses in connection with the organization of the Fund, including any offering expenses; brokerage commissions; interest and fees on any borrowings by the Fund; fees and expenses of outside legal counsel (including fees and expenses associated with review of documentation for prospective investments by the Fund), including foreign legal counsel; independent auditors; fees and expenses in connection with repurchase offers and any repurchases of Shares; taxes and governmental fees (including tax preparation fees); custody fees; expenses of preparing, printing, and distributing offering memoranda or prospectuses, statements of additional information, and any other material (and any supplements or amendments thereto), reports, notices, other communications to Shareholders, and proxy material; expenses of preparing, printing, and filing reports and other documents with government agencies; expenses of Shareholders’ meetings; expenses of corporate data processing and related services; Shareholder record keeping and Shareholder account services, fees, and disbursements; fees and expenses of the Trustees that the Manager, the Sales Agent, or their affiliates do not employ; insurance premiums; fees for Investor Services and extraordinary expenses such as litigation expenses. The Fund may need to sell its holdings to pay fees and expenses, which could cause the Fund to realize taxable gains.
 
U.S. Bank, N.A. (the “Custodian”), whose principal business address is P.O. Box 1118, Mail Location CN-OH-W6TC Cincinnati, Ohio 45201-1118, USA serves as the custodian of the Fund’s assets pursuant to a custodian services agreement with these entities, under which the Custodian, among other things: opens and maintains separate accounts in each entity’s name; makes cash payments from the accounts for purposes set forth in the agreement; holds securities in, or makes book entries in, accounts; releases and delivers or exchanges securities owned by each entity as set forth in the agreement; collects and receives for the account of each entity all income, property, and similar items; settles purchased securities upon receipt; and furnishes to each entity periodic and special reports, statements, and other information.
 
 
57

 
 
The Fund’s organizational and initial offering expenses are being borne voluntarily by the Manager or an affiliate of the Manager on the following basis: the Fund’s combined total annual expenses are estimated to be 1.5% in the first year of operations and amounts in excess will be waived and/or reimbursed by the Manager or its affiliates in order not to exceed the 1.5% expense limit.
 
SALES EXPENSES
 
The Sales Agent bears all of its expenses of providing distribution services.  The Fund will assume and pay all charges and expenses of its operations not specifically assumed or otherwise to be provided by the Sales Agent.  The Fund will pay (or will enter into arrangements providing that others will pay), among other things: (i) all fees and expenses in connection with the registration of the Fund and the Shares under the United States securities laws (to the extent that Shares are registered) and the registration and qualification of Shares for sale in the various jurisdictions in which the Fund shall determine it advisable to qualify such Shares for sale; and (ii) the cost of preparing and printing of sufficient copies of the Fund’s Offering Memorandum and any other material (and any supplements or amendments thereto) for sales to existing Shareholders.
 
The Sales Agent may enter into related selling group agreements with various broker-dealers, including affiliates of the Sales Agent that provide placement services to investors.  The Sales Agent also may provide placement services.  The Sales Agent, the Manager, or their affiliates may pay from their own resources additional compensation to brokers and dealers in connection with the sale of the Shares or servicing of investors.
 
PORTFOLIO TRANSACTIONS
 
The Fund may incur expenses in connection with effecting its portfolio transactions.  Portfolio transaction orders may be directed to any broker, including, to the extent and in the manner permitted by applicable law, the Sales Agent or its affiliates, and other affiliates of the Fund.
 
VOTING
 
Each Shareholder will have the right to cast a number of votes based on the number of such Shareholder’s Shares at any meeting of Shareholders called by the (i) Board or (ii) Shareholders holding at least a majority of the total number of votes eligible to be cast by all Shareholders. Shareholders will be entitled to vote on any matter on which Shareholders of a registered investment company organized as a limited liability company would be entitled to vote, including selection of Trustees and approval of the Investment Management and Sub-Investment Advisory Agreements.  Except for the exercise of their voting privileges, Shareholders will not be entitled to participate in the management or control of the Fund’s business, and may not act for or bind the Fund.
 
 
58

 
 
PROXY VOTING PROCEDURES
 
The Manager views the proxy voting process as an integral part of the relationship with the Fund.  The Manager is also in a better position to monitor corporate actions, analyze proxy proposals, make voting decisions, and ensure that proxies are submitted promptly.  Therefore, the Fund delegates its authority to vote proxies to the Manager, subject to the supervision of the Board.  In turn, the Manager may pursuant to the Sub-Investment Advisory Agreement authorize the Sub-Adviser to handle such proxy voting.  The Fund’s proxy voting polices are summarized below.
 
Policies of the Fund’s Manager
 
It is the Manager’s policy to vote, or delegate to the Sub-Adviser the authority to vote, all proxies received by the Fund in a timely manner.  Upon receiving each proxy, the Manager will review the issues presented and make a decision to vote for, against or abstain on each of the issues presented in accordance with the proxy voting guidelines that it has adopted, unless the Manager has authorized the Sub-Adviser to handle such voting.  When the Manager votes a proxy on behalf of the Fund, the Manager will consider information from a variety of sources in evaluating the issues presented in a proxy.  The Manager generally supports policies, plans, and structures that it believes give quality management teams appropriate latitude to run the business in a way that is likely to maximize value for owners.  Conversely, the Manager generally opposes proposals that clearly have the effect of restricting the ability of Shareholders to realize the full potential value of their investment.
 
Policies of the Sub-Adviser
 
The Sub-Adviser frequently participates, as discretionary investment manager to portfolios which are holders of bilateral, club and syndicated loans, in evaluating, and then agreeing or rejecting, in organized voting by participants in loan facilities, proposals for waivers, amendments and other changes to the terms of credit facilities.  Typically this process involves the Sub-Adviser in its capacity as discretionary investment manager, agreeing or disagreeing with a request from a borrower (typically made via the loan’s Facility Agent/Security Agent) and then, if agreed, arranging for the portfolio or its custodian to enter into written amendments, supplements or modifications to the investment’s credit documents for the purpose of adding or deleting any provisions of  the credit documents or changing in any manner the rights and/or obligations of all or any of the borrower, guarantor, security provider or obligor.
 
Where the Sub-Adviser acts as a non-discretionary investment adviser to a portfolio, the Sub-Adviser typically evaluates in detail the circumstances which require a vote of shareholders or lenders; however, the voting decision is approved by a third party with requisite authority (for example, the lead manager or the directors of a relevant fund/portfolio).
 
Each proposed waiver, amendment or change, and particularly each proposed restructuring/renegotiation is analyzed on its own merits and the Sub-Adviser as discretionary investment manager votes (or – as non-discretionary investment manager – recommends a voting course of action to a third party) with the sole intention to maximize portfolio value in accordance with the objectives of the particular investment mandate concerned.
 
 
59

 
 
Conflicts of Interest

The Manager’s and Sub-Adviser’s duty is to vote in the best interests of the Fund’s Shareholders.
 
The Sub-Adviser has adopted the following procedures in order to mitigate conflicts of interest risks:
 
1.           Where relevant, business relationships with the company involved with that vote (an “Interested Company”) must be declared to the Sub-Adviser’s Compliance Officer and Risk Officer.  Decisions concerning votes must be discussed in advance with the Compliance Officer and the Risk Officer (and ‘dissent procedures’ shall be invoked should either of these individuals disagree with the intended course of action).
 
2.           Under no circumstances will a commitment be made to an Interested Company regarding any voting, or an indication made to an Interested Company on how such matters are likely to be voted, in advance of the actual vote.
 
3.           Where a waiver, amendment or modification of a loan is proposed (that is the subject of a vote) and that loan is held in one or more portfolio(s) managed by a investment team within the Sub-Adviser (“Investment Team A”) and an associated security is held in one or more different portfolio(s) managed by a different investment team within the Sub-Adviser (“Investment Team B”), Investment Team A is prohibited from discussing the vote with Investment Team B (and vice versa).
 
4.           Where a waiver, amendment or modification of a loan is proposed (that is the subject of a vote) and an associated security is held in one or more portfolio(s) managed by the same investment team within the Sub-Adviser, voting intentions for each portfolio must be discussed in advance with the Compliance Officer and the Risk Officer (and ‘dissent procedures’ shall be invoked should either of these individuals disagree with the intended course of action).
 
5.           Where a conflict of interest arises, as detailed in 1-4 above, and the Sub-Adviser is recommending a voting course of action to a third party, the conflict must be disclosed to the third party at the time of making the recommendation.
 
If the Manager identifies a situation where there is a conflict of interest between the interests of the Manager and the interests of the Fund, the Manager will take one of the following steps to resolve the conflict, to the extent that the Manager has not delegated the authority to vote the proxy in question to Sub-Adviser:
 
1.           If a proposal is addressed by the guidelines, the Manager will vote in accordance with the guidelines;
 
 
60

 
 
2.           If the Manager believes it is in the best interest of the Fund to depart from the guidelines provided, the Manager will disclose the conflict to the relevant clients and obtain their consent to the proposed vote prior to voting the securities;
 
3.           A client may direct the Manager in writing to forward all proxy matters in which the Manager has a conflict of interest regarding the securities to an identified independent third party for review and recommendation.  The Manager will vote in accordance with the third party’s recommendations as long as they are received on a timely basis.  If the third party’s recommendations are not received in a timely manner, the Manager will abstain from voting the securities.
 
More Information
 
The actual voting records relating to portfolio securities during the most recent 12-month period ended June 30 will be available without charge, upon request by calling toll-free, 1-800-209-1967 or by accessing the SEC’s website at www.sec.gov.
 
CONFLICTS OF INTEREST
 
THE MANAGER, SUB-ADVISER AND THEIR AFFILIATES
 
The Manager, Sub-Adviser and their affiliates and their directors, members, officers, employees or independent members of any committee of the Sub-Adviser(collectively, the “Advisory Affiliates”) carry on substantial investment activities for their own accounts and for, hedge funds, mutual funds, institutions, and individual clients (collectively, “Advisory Clients”). The Fund has no interest in these activities. The Manager, Sub-Adviser and their Advisory Affiliates will be engaged in substantial activities other than on behalf of the Fund and may have conflicts of interest (1) in allocating their time and activity between the Fund and such other activities and (2) in allocating investments among the Advisory Clients.
 
The Manager, the Sub-Adviser or another Advisory Affiliate may determine that an investment opportunity is appropriate for an Advisory Client or for itself, but the Manager or the Sub-Adviser may determine that such investment opportunity is not appropriate for the Fund.  Situations also may arise in which Advisory Affiliates or Advisory Clients have made investments that would have been suitable for investment by the Fund but, for various reasons, were not pursued by, or available to, the Fund. The investment activities of the Advisory Affiliates may disadvantage the Fund in certain situations if, among other reasons, the investment activities limit the Fund’s ability to invest for the Fund in a particular investment vehicle or investment.  In making investment decisions for the Fund, the Manager and the Sub-Adviser do not obtain or use material inside information acquired by any Advisory Affiliates in the course of purchasing such securities.
 
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
 
As of July 31, 2011, 2,000 Shares were outstanding.  Shares held by Garrett R. D’Alessandro may constitute more than 25% of the outstanding Shares, depending on the aggregate investments made in the Fund by other persons.  Accordingly, Garrett R. D’Alessandro may be deemed to “control” the Fund as that term is defined in the 1940 Act.
 
 
61

 
 
As of July 31, 2011, other than shares held by Mr. D’Alessandro, the Trustees and officers of the Fund, as a group, owned none of the outstanding Shares.
 
As of July 31, 2011, other than Mr. D’Alessandro, no person possessed sole or shared voting or investment power with respect to more than 5% of the outstanding Shares of the Fund.
 
PURCHASE OF SHARES
 
THE OFFERING
 
RIM Securities LLC, 570 Lexington Avenue, New York, New York 10022-6837, 1-800-245-9888 is the sales agent of the Shares pursuant to an agreement between the Fund and the Sales Agent.  Both initial and additional purchases of Shares in the Fund may be accepted from investors at such times as the Board may determine on the terms set forth below.  The Board may, in its discretion, suspend the offering of Shares at any time or permit purchases on a more frequent basis.  The Board reserves the right to reject any purchase of Shares in the Fund.  Initial and subsequent purchases generally will be accepted quarterly, and Shares will be offered at their net asset value per Share.  See “Net Asset Valuation.”  All purchases are subject to the receipt of cleared funds five business days prior to the acceptance date.  Generally, the minimum initial purchase by each investor is $50,000 and the minimum additional investment is $25,000.
 
Except as otherwise permitted by the Board, initial and subsequent purchases of Shares must be by receipt of federal or other immediately available funds (“cleared funds”).  Each initial or subsequent purchase of Shares will be payable in one installment and will be due at least five business days prior to the proposed acceptance of the purchase, although the Board may accept, in its discretion, purchases prior to its receipt of cleared funds.
 
During any continuous offering, Shares may be purchased only from the selected broker-dealers or through the Sales Agent.  Any continuous offering, if commenced, may be discontinued at any time. By purchasing Shares of the Fund, each new Shareholder will be bound by all of the terms of the Trust Agreement. The Fund will have the sole right to accept orders to purchase Shares and reserves the right to reject any order in whole or in part.
 
Pending investment in the Fund, the proceeds of any offering will be placed in a non-interest bearing custody account.  The balance in the account will be invested pursuant to the Fund’s investment policies.
 
METHODS FOR PURCHASING SHARES
 
To make an investment in the Fund, contact the Sales Agent: RIM Securities LLC, 570 Lexington Avenue, New York, New York 10022-6837, 1-800-245-9888.  Accounts may be opened only through the selected broker-dealers or through the Sales Agent.  Customers of the Sales Agent or of broker-dealers that have entered into selling group agreements with the Sales Agent or its delegate may open an account and buy Shares by mailing a completed application, including complete wiring information, to: ROCHDALE INTERNATIONAL TRADE FIXED INCOME FUND.  Cash, checks, traveler’s checks, third party checks, or money orders will not be accepted. Shares are not available in certificated form.
 
 
62

 
 
Generally, the minimum initial purchase by each investor is $50,000 and the minimum additional investment is $25,000. Please note that broker-dealers may establish higher minimum investment requirements than the Fund, and may independently charge a Shareholder transaction fees and additional amounts (which may vary) in return for their services, which will reduce such Shareholder’s investment.
 
MINIMUM INVESTMENT WAIVERS
 
The Sales Agent may, at its discretion, waive minimum investment requirements for the purchase of Shares of the Fund by or on behalf of: (i) purchasers for whom the Sales Agent or the Manager or the Sub-Adviser or one of their affiliates acts in a fiduciary, advisory, custodial, or similar capacity; (ii) employees and retired employees (including spouses, children, and parents of employees and retired employees) of the Sales Agent or the Manager or the Sub-Adviser and any affiliates of the Sales Agent or the Manager or the Sub-Adviser; (iii) Trustees and retired Trustees of the Fund (including spouses and children of Trustees and retired Trustees) and any affiliates thereof; (iv) purchasers who use proceeds from an account for which the Sales Agent or the Manager or Sub-Adviser or one of their affiliates acts in a fiduciary, advisory, custodial, or similar capacity, to purchase Shares of the Fund; (v) brokers, dealers, and agents who have a sales agreement with the Sales Agent, and their employees (and the immediate family members of such individuals); (vi) investment advisers or financial planners that have entered into an agreement with the Sales Agent and that purchase Shares of the Fund for (1) their own accounts or (2) the accounts of eligible clients and that charge a fee for their services; (vii) clients of such investment advisers or financial planners described in (vi) above who place trades for the clients’ own accounts if such accounts are linked to the master account of the investment adviser or financial planner on the books and records of a broker-dealer or agent that has entered into an agreement with the Sales Agent; and (viii) orders placed on behalf of other investment companies that the Sales Agent, the Manager, the Sub-Adviser or an affiliated company places. To receive a minimum investment waiver in conjunction with any of the above categories, Shareholders must, at the time of purchase, give the Sales Agent sufficient information to permit confirmation of qualification.  Notwithstanding any waiver, investors remain subject to the eligibility requirements set forth in this Offering Memorandum.
 
NO RIGHT OF REDEMPTION
 
No Shareholder will have the right to require the Fund to redeem its Shares. No public market exists for the Shares, and none is expected to develop. Consequently, Shareholders will not be able to liquidate their investment other than as a result of repurchases of Shares by the Fund, as described below.
 
REPURCHASES OF SHARES
 
The Board of the Fund, from time to time and in its complete and absolute discretion may, but is not obligated to, determine to cause the Fund to offer to repurchase Shares from Shareholders, including the Manager and the Sub-Adviser, pursuant to written requests by Shareholders. In determining whether the Fund should offer to repurchase Shares from Shareholders pursuant to written requests, the Board will consider, among other things, the recommendation of the Manager upon consultation with the Sub-Adviser. The Board in its complete and absolute discretion determines the repurchase amount, and such repurchase amount may be a portion of the Fund’s outstanding Shares.  After the Fund has been in operation for six months (1) the Board expects that it will attempt to conduct repurchase offers semi-annually (but is not obligated to do so) to permit the Fund to fulfill its present intentions regarding repurchase offers and (2) the Board expects, but is not obligated, to offer to repurchase Shares from Shareholders.  Thereafter, the Board expects, but is not obligated, to repurchase Shares on a semi-annual basis, provided, however a Shareholder may not tender his, her or its Shares to be repurchased on any day which occurs prior to the day immediately preceding the six-month anniversary of the purchase of such Shares. The Board of the Fund also will consider the following factors, among others, in making such determination as to whether to accept any request from a Shareholder for the Fund to repurchase Shares:
 
 
63

 
 
 
·
whether any Shareholders have requested that the Fund repurchase Shares;
 
 
·
the liquidity of the Fund’s assets;
 
 
·
the market price of the Fund’s assets relative to the Manager’s assessment of intrinsic value;
 
 
·
the investment plans and working capital requirements of the Fund;
 
 
·
the relative economies of scale with respect to the size of the Fund;
 
 
·
the history of the Fund in repurchasing Shares;
 
 
·
the economic condition of the securities markets; and
 
 
·
the anticipated tax consequences of any proposed repurchases of Shares.
 
The Board will determine that, in the event that the Fund offers to repurchase Shares, it will do so pursuant to written requests only on terms that the Board determines to be fair to the Fund and Shareholders. If the Board determines that the Fund will offer to repurchase Shares, 60 days’ written notice will be provided to Shareholders that describes the commencement date of the repurchase offer, specifies the date on which repurchase requests must be received by the Fund (the “Repurchase Request Deadline”), and contains other information Shareholders should consider in deciding whether and how to participate in such repurchase opportunity, including a direction from the Fund that Shareholders state in their written requests that they are not prohibited from participating in the repurchase offer if it involves an in-kind distribution. The Repurchase Request Deadline will be a date set by the Board occurring within 30 days after the commencement date of the repurchase offer and such Repurchase Request Deadline may be extended by the Board in its absolute discretion. The Fund will not accept any repurchase request received by it or its designated agent after the Repurchase Request Deadline.
 
Promptly after the Repurchase Request Deadline, the Fund will give to each Shareholder whose Shares have been accepted for repurchase a payment consisting of: (i) cash or a Promissory Note (non-interest bearing and non-transferable) entitling the Shareholder to be paid an amount equal to such percentage of the estimated value of the repurchased Shares as may be determined by the Board as of the Repurchase Valuation Date (the “Initial Payment”); and, if determined to be appropriate by the Fund Board or if the Initial Payment is less than 100% of the estimated value of the repurchased Shares, (ii) a Promissory Note entitling the Shareholder to be paid an amount equal to the value, determined as of the Repurchase Valuation Date, of the repurchased Shares and based on the results of the annual audit of the Fund’s financial statements, i.e. the “Post-Audit Payment” as set forth below.
 
 
64

 
 
The Initial Payment may be in cash and equal to an amount up to 100% of the estimated value of the repurchased Shares, as of the effective date of repurchase (the “Repurchase Valuation Date”).  The Repurchase Valuation Date is the last business day of the quarter in which the Repurchase Request Deadline occurs, which will be not more than 90 days after the Repurchase Request Deadline. The Initial Payment will be made as of a date within 30 days after the Repurchase Valuation Date.
 
In the event that it is determined to be appropriate by the Board or if the Initial Payment is less than 100% of the estimated value of the repurchased Shares, the second and final payment in respect of the Promissory Note (the “Post- Audit Payment”) will be in an amount equal to the excess, if any, of (1) the value of the repurchased Shares, determined as of the Repurchase Valuation Date and based upon the results of the annual audit of the Fund’s financial statements for the year in which the Repurchase Valuation Date occurs, over (2) the Initial Payment. The Manager anticipates that the annual audit of the Fund’s financial statements will be completed within 90 days after the end of each Fiscal Year and that the Post-Audit Payment will be made promptly after the completion of the audit.
 
A Shareholder whose Shares are accepted for repurchase bears the risk that the Fund’s net asset value may fluctuate significantly between the time that they submit their repurchase requests and the Repurchase Valuation Date. See “Net Asset Valuation” for more information about this risk of net asset value fluctuation. Under these procedures, Shareholders will have to decide whether to request that the Fund repurchase their Shares, without the benefit of having current information regarding the value of Shares on a date proximate to the Repurchase Valuation Date. In addition, there will be a substantial period of time between (a) the dates as of which Shareholders must submit a request to have their Shares repurchased and (b) the dates they can expect to receive payment for their Shares from the Fund. This period of time is intended, in part, to assist the Fund in paying the amounts due to Shareholders. The Fund’s schedule with respect to repurchases of Shares is based on operational considerations and various factors relating to the best interests of Shareholders, and to minimize the need for the Fund to maintain cash or borrow money to meet repurchase requests.
 
Payment by the Fund upon repurchase of Shares will be made in part or in whole in cash or securities of equivalent value. The Fund does not expect to distribute securities as payment for repurchased Shares except in unusual circumstances, such as in the unlikely event that making a cash payment would result in a material adverse effect on the Fund or on Shareholders not requesting that their Shares be repurchased.  An in-kind distribution may consist of securities that are not readily marketable and may be subject to restrictions on resale and the market risks described herein until converted into cash. Certain Shareholders receiving an in-kind distribution may be prohibited from receiving such a distribution. Shareholders receiving an in-kind distribution will incur costs, including commissions, in disposing of securities that they receive, and in the case of securities that are not readily marketable; Shareholders may not be able to sell the securities except at prices that are lower than those at which the securities were valued by the Fund or without substantial delay.
 
 
65

 
 
The Fund may suspend or postpone a repurchase offer in limited circumstances, and only by a vote of a majority of the Board, including a majority of the Independent Trustees. These circumstances may include the following:
 
 
·
a period during which the facts and circumstances create a situation that makes it imprudent for the Fund to dispose of securities it owns or to determine the value of the Fund’s net assets;
 
 
·
any other period that the SEC permits by order for the protection of Shareholders; or
 
 
·
any other unusual circumstances as the Board deems advisable for the Fund and its Shareholders.
 
If Shareholders request that the Fund repurchase a greater number of Shares than the repurchase offer amount as of the Repurchase Request Deadline, as determined by the Board in its complete and absolute discretion, the Fund may repurchase an additional amount of Shares not to exceed 2% of the Shares outstanding on the Repurchase Request Deadline. If the Board determines not to repurchase more than the repurchase offer amount or if Shareholders request that the Fund repurchase Shares in an amount exceeding the repurchase offer amount plus 2% of the Shares outstanding on the Repurchase Request Deadline, the Fund shall repurchase the Shares pursuant to repurchase requests on a pro rata basis, disregarding fractions, according to the number of Shares requested by each Shareholder to be repurchased as of the Repurchase Request Deadline.
 
Payment for repurchased Shares may require the Fund to liquidate portfolio holdings earlier than the Sub-Adviser otherwise would liquidate such holdings, potentially resulting in losses.  The Fund may maintain cash or borrow money to meet repurchase requests, which would increase the Fund’s operating expenses and would impact the ability of the Fund to achieve its investment objective.
 
The repurchase of Shares is subject to regulatory requirements imposed by the SEC. The Fund’s repurchase procedures are intended to comply with such requirements. However, in the event that the Board determines that modification of these repurchase procedures is required or appropriate, the Board will adopt revised repurchase procedures as necessary to ensure the Fund’s compliance with applicable regulations or as the Board in its sole discretion deems appropriate.
 
A Shareholder who tenders some but not all of the Shareholder’s Shares for repurchase will be required to maintain a minimum investment equal to $50,000 calculated based on the last net asset value per Share prior to the date of any request for repurchase. The Fund reserves the right to reduce the amount to be repurchased from a Shareholder so that the required investment is maintained.
 
 
66

 
 
MANDATORY REDEMPTIONS
 
In accordance with the terms and conditions of the Fund’s Trust Agreement, the Fund may cause a mandatory redemption of Shares of a Shareholder or any person acquiring Shares from or through a Shareholder if the Board or, on behalf of the Board, the Manager determines or has reason to believe that, among other things:
 
 
·
one or more Shares have been transferred, or the Shares have vested in any person, by operation of law as a result of the death, dissolution, bankruptcy, or incompetence of a Shareholder;
 
 
·
ownership of Shares by such Shareholder or other person will cause the Fund or the Manager or the Sub-Adviser to be in violation of law, rules or regulations, or subject the Fund or the Manager or the Sub-Adviser to additional registration or regulation under the securities, commodities, or other laws of the United States or any other relevant jurisdiction;
 
 
·
continued ownership of such Shares may be harmful or injurious to the business or reputation of the Fund or the Manager or the Sub-Adviser, or may subject the Fund or any Shareholders to an undue risk of adverse tax or other fiscal consequences;
 
 
·
any representation or warranty made by a Shareholder in connection with the acquisition of Shares was not true when made or has ceased to be true; or
 
 
·
it would be in the best interests of the Fund for the Fund to cause a mandatory redemption of such Shares.
 
An example of mandatory redemption situations is where Shares are transferred by operation of law to a person not in the Shareholder’s immediate family who is a world famous criminal.
 
TRANSFERS OF SHARES
 
A Shareholder may transfer his, her or its shares only with the prior written consent of the Board, which is not to be unreasonably withheld.  Each transferring Shareholder and transferee agrees to pay all expenses, including, but not limited to, attorneys and accountants’ fees, incurred by the Fund in connection with the transfer. If a Shareholder transfers a Share with the approval of the Board, the Fund shall promptly take all necessary actions so that each transferee or successor to whom the Share is transferred is admitted to the Fund as a Shareholder.
 
By subscribing for a Share, each Shareholder agrees to indemnify and hold harmless the Fund, the Board, the Manager, the Sub-Adviser or each other Shareholder, and any affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any misrepresentation made by that Shareholder in connection with any such transfer.
 
 
67

 
 
NET ASSET VALUATION
 
The Fund will compute net asset value as of the last business day of each month. In determining net asset value, the Fund will value investments as of such month-end. The net asset value of the Fund will equal the value of its total assets, less all of the liabilities, including accrued fees and expenses. The net asset value per Share of the Fund will equal the net asset value of the Fund divided by the number of its outstanding Shares.  The Board will be responsible for ensuring that the valuation policies utilized by the Sub-Adviser under the supervision of the Manager are fair to the Fund and consistent with applicable regulatory guidelines.
 
Securities traded on one or more of the U.S. national securities exchanges, the Nasdaq Stock Market, or the OTC Bulletin Board will be valued at their last composite sale prices as reported at the close of trading on the exchanges or markets where such securities are traded for the business day as of which such value is being determined. Securities traded on a foreign securities exchange will generally be valued at their last sale prices on the exchange where such securities are primarily traded. If no sales of particular securities are reported on a particular day, the securities will be valued based on their composite bid prices for securities held long, or their composite ask prices for securities held short, as reported by the appropriate exchange, dealer, or pricing service. Redeemable securities issued by a registered open-end investment company will be valued at the investment company’s net asset value per share. Other securities for which market quotations are readily available will generally be valued at their bid prices, or ask prices in the case of securities held short, as obtained from the appropriate exchange, dealer, or pricing service. If market quotations are not readily available, securities and other assets will be valued at fair value as determined in good faith in accordance with procedures approved by the Board.
 
The Sub-Adviser will typically intend to hold investments in trade finance related securities to maturity and will base its estimation of fair value on this presumption.  Where the Sub-Adviser decides not to hold the security to maturity the basis of its fair value estimates will differ.  In general, fair value represents a good faith approximation of the current value of an asset and will be used when there is no public market or possibly no market at all for the asset. When making a determination of the fair value of a trade finance related security, the Manager and Sub-Adviser will consider a variety of factors that will include but not be limited to: (1) the cost and/or repayment performance of the underlying trade finance security, (2) the last reported price at which the investment was traded, (3) information regarding the investment, issuer, its sector, country or region, (4) changes in financial conditions and business prospects disclosed in the issuer’s financial statements and other reports, (5) any publicly announced transaction involving the issuer, (6) comparisons to other investments or to financial indices that are correlated to the investment, (7) with respect to fixed income investment, changes in market yields and spreads, (8) other factors that might affect the investment’s value.  The fair values of one or more assets may not be the prices at which those assets are ultimately sold. In such circumstances, the Sub-Adviser and/or the Board will reevaluate its fair value methodology to determine, what, if any, adjustments should be made to the methodology.
 
 
68

 
 
Debt securities will be valued in accordance with the Fund’s valuation procedures, which generally relies on the Sub-Adviser’s good faith estimate, or, if and when appropriate, the Manager or Sub-Adviser may provide for using a third-party pricing system, agent, or dealer selected by the Sub-Adviser, which may include the use of valuations furnished by a pricing service that employs a matrix to determine valuations for normal institutional size trading.  When appropriate the Manager and Sub-Adviser may determine a security’s fair value based on an assessment of multiple factors, including the value provided by an independent third party but which may not agree with the specific price from such third party providing such service. The Board will monitor periodically the reasonableness of valuations provided by any such pricing service. Debt securities with remaining maturities of 60 days or less, absent unusual circumstances, will be valued at amortized cost (or, if purchased at a discount, then at its accredited cost), so long as such valuations are determined by the Board in good faith to represent fair value.
 
Assets and liabilities initially expressed in foreign currencies will be converted into U.S. dollars using foreign exchange rates provided by a pricing service. Trading in foreign securities generally is completed, and the values of such securities are determined, prior to the close of securities markets in the United States. Foreign exchange rates are also determined prior to such close. On occasion, the values of securities and exchange rates may be affected by events occurring during the period between the determination of such values or exchange rates and the determination of the net asset value of the Fund. When such events materially affect the values of securities held by the Fund or its liabilities, such securities and liabilities may be valued within a reasonable period of time at fair value as determined in good faith in accordance with procedures approved by the Board. Ordinarily, this period will be no longer than the time between successive month-end net asset value calculations. However, this period may be longer in certain situations described under this heading “Net Asset Valuation.”
 
The Manager, the Sub-Adviser or their affiliates act as investment adviser to other clients that may invest in securities for which no public market price exists. Valuation determinations by the Manager, the Sub-Adviser or their affiliates for other clients may result in different values than those ascribed to the same security owned by the Fund. Consequently, the fees charged to the Fund and other clients may be different, since the method of calculating the fees takes the value of all assets, including assets carried at different valuations, into consideration.
 
Expenses of the Fund, including the Manager’s investment management fee and the costs of any borrowings, are accrued on a monthly basis on the day net asset value is calculated and taken into account for the purpose of determining net asset value.
 
Prospective investors should be aware that situations involving uncertainties as to the value of portfolio positions could have an adverse effect on the Fund’s net assets if the judgments of the Board, the Manager or the Sub-Adviser should prove incorrect.
 
See “General Information – Duty of Care and Arbitration.”
 
 
69

 
 
SHARES
 
Shares shall be issued at the net asset value per Share as of the date of issuance.  The net asset value of a Share will be determined by dividing the Fund’s aggregate net asset value by the number of Shares outstanding at the applicable date.
 
TAXATION OF THE FUND
 
IRS Circular 230 Notice
 
To ensure compliance with requirements imposed by IRS Circular 230, we inform you that (A) any discussion of federal income tax issues in this Offering Memorandum is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties that may be imposed under the Code, (B) any such discussion herein is written in connection with the promotion or marketing (within the meaning of Circular 230) of the offering addressed herein, and (C) each prospective investor is advised to consult its own tax advisors concerning its particular circumstances.
 
The Fund intends to qualify annually as a regulated investment company under Subchapter M of the Code. Accordingly, the Fund generally will not be subject to U.S. federal income tax on income and gains that the Fund distributes to its Shareholders.
 
Distributions paid to Shareholders by the Fund from its net realized long-term capital gains, if any, that the Fund designates as capital gains dividends (“capital gain dividends”) are taxable as long-term capital gains, regardless of how long a Shareholder has held his, her or its Shares.  All other dividends paid to a Shareholder by the Fund (including dividends from short-term capital gains) from its current or accumulated earnings and profits (“ordinary income dividends”) are generally subject to tax as ordinary income.
 
In general, the Fund does not expect that a significant portion of its ordinary income dividends will be treated as “qualified dividend income,” which is eligible for taxation at the rates applicable to long-term capital gains in the case of individual shareholders, or that a corporate shareholder will be able to claim a dividends received deduction with respect to any significant portion of Fund distributions.
 
Dividends and other taxable distributions are taxable to a Shareholder even if they are reinvested in additional Shares of the Fund. Dividends and other distributions paid by the Fund are generally treated as received by a Shareholder at the time the dividend or distribution is made. If, however, the Fund pays a Shareholder a dividend in January that was declared in the previous October, November or December and a Shareholder was the shareholder of record on a specified date in one of such months, then such dividend will be treated for tax purposes as being paid by the Fund and received by such Shareholder on December 31 of the year in which the dividend was declared.
 
The price of Shares purchased at any time may reflect the amount of a forthcoming distribution. If a Shareholder purchases Shares just prior to a distribution, he or she will receive a distribution that will be taxable to him or her even though it represents in part a return of his, her or its invested capital.
 
 
70

 
 
The Fund will send each Shareholder information after the end of each year setting forth the amount and tax status of any distributions paid to such Shareholder by the Fund.  Ordinary income dividends and capital gain dividends may also be subject to state and local taxes.
 
If a Shareholder sells or otherwise disposes of his, her or its Shares (including exchanging them for common shares of another fund), he, she or it will generally recognize a gain or loss in an amount equal to the difference between his, her or its tax basis in such Shares and the amount he received in exchange for such Shares. If a Shareholder holds his, her or its Shares as capital assets, any such gain or loss generally will be long-term capital gain or loss if he, she or it has held such Shares for more than one year at the time of sale. It is possible that, in connection with a Repurchase Offer, the proceeds received by a Shareholder who tenders less than all of his, her or its Shares may be subject to tax as ordinary income (rather than as capital gain or loss), without any offset for tax basis in the repurchased shares.
 
A tax exempt Shareholder would generally not generate unrelated business taxable income by investing in the Fund since the Fund is a corporation for U.S. federal income tax purposes, unless such tax exempt Shareholder uses leverage (i.e., borrows money) to buy its shares.
 
The Fund may be required to withhold, for U.S. federal backup withholding tax purposes, a portion of the dividends, distributions and redemption proceeds payable to a Shareholder who fails to provide the Fund (or its agent) with the Shareholder’s correct taxpayer identification number (in the case of an individual, generally, such individual’s social security number) or to make the required certification, or who has been notified by the Internal Revenue Service (the “IRS”) that such Shareholder is subject to backup withholding. Certain Shareholders are exempt from backup withholding. Backup withholding is not an additional tax and any amount withheld may be refunded or credited against a Shareholder’s U.S. federal income tax liability, if any, provided that such Shareholder furnish the required information to the IRS.
 
The foregoing is a general summary of the provisions of the Code and the Treasury Regulations in effect as they directly govern the taxation of the Fund and holders of Shares. These provisions are subject to change by legislative or administrative action, and any such change may be retroactive. Ordinary income and capital gain dividends may also be subject to state and local taxes. Certain states exempt from state income taxation dividends paid by regulated investment companies that are derived from interest on U.S. government obligations. State law varies as to whether dividend income attributable to U.S. government obligations is exempt from state income tax. Shareholders are urged to consult their tax advisors regarding specific questions as to U.S. federal, foreign, state, local income or other taxes.
 
PROSPECTIVE SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS FOR FURTHER INFORMATION ABOUT THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF SHARES.
 
 
71

 
 
ERISA CONSIDERATIONS
 
Persons who are fiduciaries with respect to an employee benefit plan or other arrangement subject to the Employee Retirement Income Security Act of 1974, as amended (an “ERISA Plan” and “ERISA,” respectively), and persons who are fiduciaries with respect to an IRA or Keogh Plan, which is not subject to ERISA but is subject to the prohibited transaction rules of Section 4975 of the Code (together with ERISA Plans, “Benefit Plans”), should consider, among other things, the matters described below before determining whether to invest in the Fund.
 
ERISA imposes certain general and specific responsibilities on persons who are fiduciaries with respect to an ERISA Plan, including prudence, diversification, an obligation not to engage in a prohibited transaction and other standards. In determining whether a particular investment is appropriate for an ERISA Plan, U.S. Department of Labor (“DOL”) regulations provide that a fiduciary of an ERISA Plan must give appropriate consideration to, among other things, the role that the investment plays in the ERISA Plan’s portfolio, taking into consideration whether the investment is designed reasonably to further the ERISA Plan’s purposes, an examination of the risk and return factors, the portfolio’s composition with regard to diversification, the liquidity and current return of the total portfolio relative to the anticipated cash flow needs of the ERISA Plan, the income tax consequences of the investment and the projected return of the total portfolio relative to the ERISA Plan’s funding objectives. Before investing the assets of an ERISA Plan in the Fund, a fiduciary should determine whether such an investment is consistent with its fiduciary responsibilities and the foregoing regulations. For example, a fiduciary should consider whether an investment in the Fund may be too illiquid or too speculative for a particular ERISA Plan, and whether the assets of the ERISA Plan would be sufficiently diversified. If a fiduciary with respect to any such ERISA Plan breaches such fiduciary’s responsibilities with regard to selecting an investment or an investment course of action for such ERISA Plan, such fiduciary may be held liable for losses incurred by the ERISA Plan as a result of such breach.
 
Because the Fund is registered as an investment company under the 1940 Act, the underlying assets of the Fund should not be considered to be “plan assets” of the Benefit Plans investing in the Fund for purposes of ERISA’s (or the Code’s) fiduciary responsibility and prohibited transaction rules. Thus, neither the Manager nor the Sub-Adviser will be a fiduciary within the meaning of ERISA or the Code by reason of its authority with respect to the Fund.
 
A Benefit Plan that invests in the Fund is deemed to represent that it, and any fiduciaries responsible for such Benefit Plan’s investments, are aware of and understand the Fund’s investment objectives, policies, strategies, and tax consequences that the decision to invest plan assets in the Fund was made with appropriate consideration of relevant investment factors with regard to the Benefit Plan and is consistent with the duties and responsibilities imposed upon fiduciaries with regard to their investment decisions under ERISA and/or the Code.
 
Certain prospective Benefit Plan investors may currently maintain relationships with the Manager, Sub-Adviser or other entities that are affiliated with the Manager or the Sub-Adviser. Each of such entities may be deemed to be a party in interest to and/or a fiduciary of any Benefit Plan to which it provides investment management, investment advisory or other services. ERISA prohibits (and the Code penalizes) the use of ERISA and Benefit Plan assets for the benefit of a party in interest and also prohibits (or penalizes) an ERISA or Benefit Plan fiduciary from using its position to cause such Plan to make an investment from which it or certain third parties in which such fiduciary has an interest would receive a fee or other consideration. ERISA and Benefit Plan investors should consult with counsel to determine if investing in the Fund is a transaction that is prohibited by ERISA or the Code. Fiduciaries of ERISA or Benefit Plan investors are required to represent that the decision to invest in the Fund was made by them as fiduciaries that are independent of such affiliated persons, that such fiduciaries are duly authorized to make such investment decision and that they have not relied on any advice or recommendation of such affiliated persons, as a primary basis for the decision to invest in the Fund.
 
 
72

 
 
The provisions of ERISA and the Code are subject to extensive and continuing administrative and judicial interpretation and review. The discussion of ERISA and the Code contained in this Offering Memorandum is general and may be affected by future publication of regulations and rulings.  Potential Benefit Plan investors should consult their legal advisors regarding the consequences under ERISA and the Code of the acquisition and ownership of Shares.
 
INVESTOR SUITABILITY
 
An investment in the Fund involves a considerable amount of risk. It is possible that Shareholders may lose some or all of their money. Before making an investment decision, among other things, a prospective investor should: (i) consider the suitability of the investment with respect to his, her or its investment objectives and personal situation; and (ii) consider other factors including his, her or its personal net worth, income, age, risk tolerance, tax situation, and liquidity needs. An investment in the Fund is unlikely to be suitable for charitable remainder trusts and may also be the only money that a Shareholder can afford to lose, and a prospective investor should not invest money in the Fund to which he will need access in the short-term or on a frequent basis. In addition, a prospective Shareholder should be aware of how the Fund’s investment strategies fit into his, her or its overall investment portfolio because the Fund is not designed to be, by itself, a well-balanced investment for a particular investor.
 
Shares are being offered exclusively to institutional and individual investors who qualify as “accredited investors” (within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended).
 
GENERAL INFORMATION
 
DESCRIPTION OF THE FUND
 
The Fund intends to register under the 1940 Act as a closed-end, non-diversified, management investment company. The Fund was established as a statutory trust under the laws of the State of Delaware on May 29, 2008, although it has not commenced operations as of the date hereof.  The Fund’s office is located at 570 Lexington Avenue, New York, New York 10022-6837
 
 
73

 
 
The Fund’s Offering Memorandum is available upon request and without charge by writing to or calling: RIM Securities LLC, 570 Lexington Avenue, New York, New York 10022-6837, 1-800-245-9888.  The telephone number of the Fund also is 1-800-245-9888.
 
The Fund’s fiscal year ends on June 30.
 
ADDITIONAL INFORMATION AND SUMMARY OF THE TRUST AGREEMENT
 
An investor in the Fund will be a Shareholder of the Fund and his, her or its rights in the Fund will be established and governed by the Trust Agreement.  An investor and his, her or its advisers should carefully review the Trust Agreement, as each Shareholder will agree to be bound by its terms and conditions. The following is a summary description of additional items and of select provisions of the Trust Agreement that may not be described elsewhere in this Offering Memorandum.  The description of such items and provisions is not definitive and reference should be made to the complete text of the Trust Agreement.
 
SHARES; SHAREHOLDERS
 
Persons who purchase Shares will be Shareholders of the Fund.  The Manager, the Sub-Adviser and affiliates may invest in the Fund, and to that extent will be Shareholders of the Fund. The Manager, the Sub-Adviser and affiliates may, but are under no obligation to invest in the Fund, and may subscribe for Shares or have their Shares repurchased by the Fund without notice to Shareholders. Any purchase or repurchase of Fund Shares by the Manager, the Sub-Adviser or affiliates will occur only on the Fund’s terms and conditions as set forth in this Offering Memorandum.
 
In addition, the Fund reserves the right to issue additional classes of Shares in the future subject to fees, charges, repurchase rights, and other characteristics different from those of the Shares offered in this Offering Memorandum.
 
Persons to whom Shares are transferred will be Shareholders of the Fund, subject to such person meeting any transferability requirements. The Shares are subject to substantial restrictions on transferability and resale.  By subscribing for a Share, each Shareholder agrees to indemnify and hold harmless the Fund, the Board, the Manager, the Sub-Adviser, each other Shareholder, and any affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any misrepresentation made by that Shareholder in connection with any such transfer.
 
LIABILITY OF SHAREHOLDERS
 
Under the Trust Agreement, to the fullest extent permitted under applicable law, a Shareholder shall not be liable for the Fund’s debts, obligations, or liabilities in any amount in excess of the account balance of such Shareholder. A Shareholder, in the sole discretion of the Board, may be obligated to return to the Fund amounts distributed to the Shareholder in accordance with the Trust Agreement in certain circumstances where after giving effect to the distribution, certain liabilities of the Fund exceed the fair market value of the Fund’s assets.
 
 
74

 
 
DUTY OF CARE AND ARBITRATION
 
The Trust Agreement provides that the Board, the Manager (including certain of its affiliates, among others) and the Sub-Adviser shall not be liable to the Fund or any of the Shareholders for any loss or damage occasioned by any act or omission in the performance of their services as such in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of their office or as otherwise required by applicable law. The Trust Agreement also contains provisions for the indemnification, to the extent permitted by law, of the Board and the Manager (including certain of its affiliates, among others) by the Fund (but not by the Shareholders individually) against any liability and expense to which any of them may be liable that arise in connection with the performance of their activities on behalf of the Fund. None of these persons shall be personally liable to any Shareholder for the repayment of any positive balance in the Shareholder’s account or for contributions by the Shareholder to the capital of the Fund or by reason of any change in the federal or state income tax laws applicable to the Fund or its investors. The rights of indemnification and exculpation provided under the Trust Agreement shall not be construed so as to limit liability or provide for indemnification of the Board and the Manager (including certain of its affiliates, among others) for any liability (including liability under applicable federal or state securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification or limitation on liability would be in violation of applicable law, but shall be construed so as to effectuate the applicable provisions of the Trust Agreement to the fullest extent permitted by law.
 
Under the Trust Agreement, unless otherwise agreed in writing, each Shareholder agrees to submit all controversies arising between or among Shareholders or one or more Shareholders and the Fund in connection with the Fund or its businesses or concerning any transaction, dispute, or the construction, performance, or breach of the Trust Agreement or any other agreement, whether entered into prior to, on, or subsequent to the date of the Trust Agreement, to final arbitration and to waive the Shareholder’s rights to seek remedies in court.
 
AMENDMENT OF THE TRUST AGREEMENT
 
The Trust Agreement may generally be amended, in whole or in part, with the approval of the Board (including a majority of the Independent Trustees, if required by the 1940 Act) and without the approval of the Shareholders unless the approval of Shareholders is required by the 1940 Act. However, certain amendments to the Trust Agreement involving accounts and allocations thereto may not be made without the written consent of any Shareholder adversely affected thereby or unless each Shareholder has received written notice of the amendment and any Shareholder objecting to the amendment has been allowed a reasonable opportunity (pursuant to any procedures as may be prescribed by the Board) to have all of its Shares repurchased by the Fund.
 
 
75

 
 
TERM, DISSOLUTION, AND LIQUIDATION
 
The Fund shall be dissolved:
 
 
·
upon the affirmative vote to dissolve the Fund by: (i) the Board; or (ii) Shareholders holding at least two-thirds (2/3) of the total number of votes eligible to be cast by all Shareholders;
 
 
·
if any Shareholder that has submitted a written request, in accordance with the terms of the Trust Agreement, to tender all of such Shareholder’s Shares for repurchase by the Fund has not been given the opportunity to so tender within a period of two years after the request (whether in a single repurchase offer or multiple consecutive offers within the two-year period), provided, however, that a Shareholder who intends to cause the Fund to be dissolved must so indicate in a separate written request submitted within the applicable two-year period;
 
 
·
as required by operation of law; or
 
 
·
as set forth in the Trust Agreement.
 
Upon the occurrence of any event of dissolution, the Board or the Manager, acting as liquidator under appointment by the Board (or another liquidator, if the Board does not appoint the Manager to act as liquidator or is unable to perform this function) is charged with winding up the affairs of the Fund and liquidating its assets.
 
Upon the liquidation of the Fund, its assets will be distributed: (i) first to satisfy the debts, liabilities, and obligations of the Fund (other than debts to Shareholders) including actual or anticipated liquidation expenses; (ii) next to repay debts owing to the Shareholders; and (iii) finally to the Shareholders proportionately in accordance with their pro rata investment in the Fund. Assets may be distributed in kind on a pro rata basis if the Board or liquidator determines that such a distribution would be in the interests of the Shareholders in facilitating an orderly liquidation.
 
REPORTS TO SHAREHOLDERS
 
The Fund will furnish to Shareholders as soon as practicable after the end of each taxable year such information as is necessary for them to complete federal and state income tax or information returns, along with any other tax information required by law. The Fund anticipates sending to Shareholders an unaudited semi-annual and an audited annual report within 60 days after the close of the period for which the report is being made, or as otherwise required by the 1940 Act.
 
Shareholders will receive the estimated monthly net asset value of a Share free of charge.
 
FISCAL YEAR
 
For accounting purposes, the Fund’s fiscal year is the 12-month period ending on June 30.  The 12-month period ending December 31 of each year will be the taxable year of the Fund.
 
 
76

 
 
ACCOUNTANTS AND LEGAL COUNSEL
 
The Board has selected O’Connor Davies Munns & Dobbins, LLP as the independent registered public accountants of the Fund. The business address of O’Connor Davies Munns & Dobbins, LLP is 60 East 42nd Street, New York, NY 10165.
 
The law firm of Kleinberg, Kaplan, Wolff & Cohen, P.C., 551 Fifth Avenue, 18th Floor, New York, N.Y. 10176, serves as legal counsel to the Fund.
 
PRIVACY NOTICE
 
The Fund may collect non-public personal information about Shareholders from the following sources:
 
 
·
Information the Fund receives about Shareholders on applications or other forms;
 
 
·
Information that Shareholders give us orally; and
 
 
·
Information about Shareholders’ transactions with the Fund.
 
The Fund does not disclose any non-public personal information about our Shareholders or former Shareholders without the Shareholder’s authorization, except as required by law or in response to inquiries from governmental authorities. We restrict access to Shareholders’ personal and account information to those employees who need to know that information to provide products and services to Shareholders. We also may disclose that information to non-affiliated third parties (such as to brokers or custodians) only as permitted by law and only as needed for us to provide agreed services to Shareholders.  We maintain physical, electronic and procedural safeguards to guard Shareholders’ non-public personal information.
 
If a Shareholder holds Shares of the Fund through a financial intermediary, such as a broker-dealer, bank, or trust company, the privacy policy of such Shareholder’s financial intermediary would govern how his, her or its nonpublic personal information would be shared with unaffiliated third parties.
 
LEGAL PROCEEDINGS
 
There are no legal proceedings to which the Fund is subject or might reasonably be expected to be subject, as of the date of this Offering Memorandum.
 
 
77

 
 
FINANCIAL STATEMENTS
 

 
  Rochdale International Trade Fixed Income Fund
         
  Statement of Assets and Liabilities
         
  June 30, 2011
       
   
ASSETS
 
   
Subscriptions receivable (1)
$ 50,000  
   
Receivable from Adviser
  83,954  
   
Deferred Offering Costs
  124,774  
           
   
Total assets
  258,728  
           
   
LIABILITIES
     
   
Organization costs payable
  83,954  
   
Offering costs payable
  124,774  
           
   
Total liabilities
  208,728  
           
   
NET ASSETS
$ 50,000  
           
           
   
Net Assets Consist of:
     
   
Paid in Capital
$ 50,000  
           
   
Capital shares outstanding
     
   
(Unlimited number of shares authorized, no par value)
  2,000  
           
   
Net asset value, offering and redemption
     
   
price per share (net assets/shares outstanding)
$ 25.00  
           
  (1)
Proceeds received July 1, 2011.
     
           
           
           
           
           
           
   
See notes to financial statements
     

 
78

 
 
Rochdale International Trade Fixed Income Fund
 
Statement of Operations
 
For the Year Ended June 30, 2011
 
 
EXPENSES
     
Organizational expenses
  $ 23,152  
Less Expenses reimbursed by Adviser
    (23,152 )
         
NET INCOME
  $ -  
 
 
See notes to financial statements
 
 
79

 
 
Rochdale International Trade Fixed Income Fund

Notes to Financial Statements

 
1.  
Organization
 
Rochdale International Trade Fixed Income Fund (the “Fund”) is a Delaware statutory trust formed in May 2008.  The Fund is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as a closed-end management investment company.  The Fund intends to commence operations in August 2011, or such later time as determined by the Board after the subscriptions to the Fund are equal to or greater than $20 million.
 
The Fund’s investment objective is to provide interest income from investments in floating rate trade finance related securities and other floating and fixed income securities.
 
The Fund is non-diversified. Compared to a diversified fund, it may invest a higher percentage of its assets among fewer issuers of portfolio securities.  This increases the Fund’s risk by magnifying the impact (positively or negatively) that any one issuer has on the Fund’s share price and performance.
 
Rochdale Investment Management LLC (the “Manager” or “Adviser”) is the investment adviser to the Fund. The Manager has selected GML Capital LLP, a limited liability partnership formed in England (the “Sub-Adviser”) as sub-investment adviser with respect to the Fund.
 
Trade finance is a long-established form of commercial financing that involves providing producers, traders, distributors and end users with short and medium term loans or other forms of debt obligations.   Trade finance is a major loan asset class for many of the world’s commercial banks as trade finance is an important source of funding in emerging markets.  Trade finance is typically used to finance critical commodity imports such as soft commodities (e.g., rice, wheat and soybeans) required to feed the population and oil, coal, ferrous and non-ferrous metals which provide inputs for the functioning of an evolving economy.  For emerging economies that are exporters of commodities, payments made in advance (“prepayments”) and prior to export sale (“pre export finance”) provide a way for banks or other lenders to lend to local producers against future earnings.
 
The Fund pursues its investment objectives by investing primarily in trade finance, structured trade finance, export finance and project finance loans and other forms of debt obligations of companies, banks or other entities (including sovereign entities) located primarily in or having exposure to global emerging markets.
 
The Fund’s investments are expected to consist primarily of loans or similar instruments used to finance international trade and related infrastructure projects.  These are expected to include, but not be limited to, facilities for pre-export finance, process and commodities finance, receivables financing, letters of credit and other documentary credits, promissory notes, bills of exchange and other negotiable instruments, as well as insurance covering trade and trade credits.  The Fund may engage in such investments by way of purchase,
 
 
80

 
 
Rochdale International Trade Fixed Income Fund

Notes to Financial Statements

 
1.     Organization (continued)
 
assignment, participation, guarantee, insurance, derivative or any other appropriate financial instrument.  The Fund may also take positions in traditional assets including bonds, equities, and foreign exchange instruments, as well as derivatives for the purpose of hedging and investment. Under normal circumstances, the Fund will invest at least 80% of its total assets in trade finance related securities.  Up to 20% of the Fund’s assets may be invested in other types of securities and money market instruments. It is the Sub-Adviser’s intent to focus the Fund’s investments in trade finance related securities.
 
At least 25% of the Fund’s total assets will be invested so that in the Sub-Adviser’s opinion either (i) such securities can be sold or disposed of in the ordinary course of business at approximately the price used in computing the Fund’s net asset value during ordinary times, in the period of time equal to the period of time available to the Fund for paying redemption proceeds, or (ii) a sufficient amount of securities will mature before the next Redemption Payment Date.  This policy is fundamental and may only be changed by a vote of Shareholders.  In the event that the volatility of the price of a security constituting an investment by the Fund is greater than 135% of such security’s average volatility during the previous three years (in cases where the historical volatility of such security can reasonably be determined), such security will be deemed to be a security which cannot be sold or disposed of in the ordinary course.
 
Each investor in the Fund (each, a “Shareholder” or “Member”) must have a client relationship with the Adviser and must certify to being an “accredited investor” under Federal securities law. Investors must subscribe for a minimum initial investment in the Fund of $50,000, which minimum may be waived by the Adviser.  Brokers selling shares may establish higher minimum investment requirements than the Fund and may independently charge transaction fees and additional amounts in return for their services.  The Fund is an illiquid investment and no Member will have the right to require the Fund to redeem its shares.
 
While there is no assurance that the Fund will achieve its investment objective, it endeavors to do so by following the strategies and policies described in the confidential private offering memorandum of the Fund (the “Offering Memorandum”).
 
 
81

 
 
Rochdale International Trade Fixed Income Fund

Notes to Financial Statements

 
2.  
Significant Accounting Policies
 
The following is a summary of significant accounting policies consistently followed by the Fund.
 
Basis of Presentation and Use of Estimates
 
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).  Accordingly, revenue is recognized when earned and expense when incurred.  The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect certain reported amounts and disclosures.  Actual results could differ from those estimates.
 
Deferred Offering Costs
 
Offering Costs are capitalized and will be expensed over 12 months on a straight-line basis once operations of the Fund commence.
 
Organization Expenses
 
Expenses incurred by the Fund in connection with the organization are expensed as incurred.  Subsequent to its formation, the Fund incurred organizational costs, which were reimbursed by the Adviser, of $39,547, $21,255, $0 and $23,152 for the fiscal years ended June 30, 2008, 2009, 2010 and 2011, respectively.  The Manager has agreed to reimburse the Fund for these expenses, subject to potential recovery (see Note 4).
 
Fund Expenses
 
The Fund pays its expenses, other than such expenses that the Manager assumes (pursuant to the Investment Management Agreement) or waives and/or reimburses (pursuant to the Manager’s agreement to waive and/or reimburse the Fund’s expenses). The expenses of the Fund include, but are not limited to, any fees and expenses in connection with the organization of the Fund, including any offering expenses; brokerage commissions; interest and fees on any borrowings by the Fund; fees and expenses of outside legal counsel (including fees and expenses associated with review of documentation for prospective investments by the Fund), including foreign legal counsel; independent auditors; fees and expenses in connection with repurchase offers and any repurchases of Shares; taxes and governmental fees (including tax preparation fees); custody fees; expenses of preparing, printing, and distributing offering memoranda or prospectuses, statements of additional information, and any other material (and any supplements or amendments thereto), reports, notices, other communications to Shareholders, and proxy material; expenses of preparing,
 
 
82

 
 
Rochdale International Trade Fixed Income Fund

Notes to Financial Statements
 
 
2.     Significant Accounting Policies (continued)
 
printing, and filing reports and other documents with government agencies; expenses of Shareholders’ meetings; expenses of corporate data processing and related services; Shareholder record keeping and Shareholder account services, fees, and disbursements; fees and expenses of the Trustees, insurance premiums; fees for Investor Services, extraordinary expenses such as litigation expenses and other types of expenses as may be approved from time to time by the Board.
 
Federal Income Taxes
 
The Fund intends to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders.  Therefore, no federal income tax provision is required.
 
The Fund recognizes the effect of tax positions when they are more likely than not of being sustained.  Management is not aware of any exposure to uncertain tax positions that could require accrual or which could affect the Fund’s liquidity or future cash flows, or its treatment as a flow through entity, pursuant to relevant income tax regulations.
 
Foreign Currency
 
Values of investments denominated in foreign currencies are converted into U.S. dollars using the spot market rate of exchange at the time of valuation.  Purchases and sales of investments and dividend and interest income are translated into U.S. dollars using the spot market rate of exchange prevailing on the respective dates of such translations.  The gain or loss resulting from changes in foreign exchange rates is included with net realized and unrealized gain or loss from investments, as appropriate.
 
Subsequent Events
 
In preparing these financial statements, the Fund has evaluated events after June 30, 2011 and determined that there were no significant subsequent events that would require adjustment to or additional disclosure in these financial statements.
 
 
83

 
 
Rochdale International Trade Fixed Income Fund

Notes to Financial Statements

 
3.  
Commitments and Other Related Party Transactions
 
Investment Management
 
The Fund has an Investment Management Agreement (the “Agreement”) with the Adviser, an investment adviser registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”), to serve as the investment adviser for the Fund.  Under the terms of the Agreement, the Fund compensates the Manager for its management services at the annual rate of 0.70% of the Fund’s average month end net assets.
 
The Manager entered into a sub-investment advisory agreement (“Sub-Investment Advisory Agreement”) with the Sub-Adviser, a limited liability partnership formed in England whose Managing Member is GML International Limited.  The Sub-Adviser is an investment adviser registered under the Advisers Act.  The Sub-Adviser has investment discretion to manage the investments of the Fund and is responsible for performing credit analysis, due diligence on each specific investment included in the portfolio and overall portfolio risk management, subject to the general supervision of the Manager.  Out of the 0.70% investment management fee, the Manager retains 0.25% and compensates the Sub-Adviser at the annual rate of 0.45%.
 
4.  
Expense Reimbursement
 
The Manager has contractually agreed to waive and/or reimburse the Fund to the extent needed to limit the Fund’s combined annual operating expenses to 1.50% of net assets (the “Expense Limitation Agreement”) during the period ending one year from the commencement of the Fund’s operations.  The Manager may agree to extend the Expense Limitation Agreement after the expiration of its initial term.  To the extent that the Manager reimburses or absorbs fees and expenses, it may seek payment of such amounts for three years after the year in which the expenses were reimbursed or absorbed.  The Fund will make no such payment, however, if its total annual operating expenses exceed the expense limit in effect at the time the expenses were reimbursed or at the time these payments are proposed.
 
5.  
Investor Servicing Arrangements
 
The Fund will pay a fee to RIM Securities LLC, an affiliate of the Manager, as Sales Agent to reimburse it for payments made to broker-dealers and certain financial advisers that have agreed to provide ongoing investor services to investors in the Fund that are their customers (“Investor Service Providers”).  This fee will be paid quarterly and will be in an amount, with respect to each Investor Service Provider, not to exceed the lesser of: (i) 0.20% (on an annualized basis) of the aggregate value of outstanding Shares held by investors that receive services from the Investor Service Provider, determined as of the last day of the calendar month (before any repurchase of Shares); or (ii) the Sales Agent’s actual payments to the Investment Service Provider.
 
 
84

 
 
Rochdale International Trade Fixed Income Fund

Notes to Financial Statements

 
6.  
Shares of Beneficial Interest
 
Each shareholder owns shares in the Fund as represented by shares of beneficial interest, each representing an undivided proportionate interest in all of the assets and liabilities of the Fund.  Transactions in shares of beneficial interest were as follows for the Fund:
 
 
Opening Shares
 
                            -
     
Shares Subscribed
 
                      2,000
     
Shares Redeemed
 
                            -
     
Shares of Beneficial Interest Outstanding at June 30, 2011
 
                      2,000
 
 
 
85

 
 
OConnor logo
 
Report of Independent Registered Public Accounting Firm
 

The Shareholders and
Board of Trustees of
The Rochdale International
Trade Fixed Income Fund LLC
 

We have audited the accompanying statement of assets and liabilities of Rochdale International Trade Fixed Income Fund LLC (the “Fund”), as of June 30, 2011, and the related statement of operations for the year ended June 30, 2011. These financial statements are the responsibility of the Fund's Management. Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of cash as of June 30, 2011, by correspondence with the custodian. We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Fund as of June 30, 2011 and the results of its operations for the year ended June 30, 2011, in conformity with accounting principles generally accepted in the United States of America.
 

OConnor signature
New York, New York
August 16, 2011
 
One Grand Central Place, 60 East 42nd Street, New York, NY 10165
212.286.2600 tel 212.286.4080 fax www.odmd.com
 
 
86

 
 
PART C

OTHER INFORMATION

ITEM 25.  FINANCIAL STATEMENTS AND EXHIBITS
 
(1)
Financial Statements:
 
The following financial statements are included in the Offering Memorandum contained in this Registration Statement:
 
   (i) Statement of Assets and Liabilities, dated June 30, 2011;
 
  (ii) Statement of Operations, for the year ended June 30, 2011;
 
  (iii) 
Notes to Financial Statements; and
 
  (iv)
Report of Independent Registered Public Accountants, dated August 16, 2011.
 
(2)   Exhibits
 
(a)(1)
Certificate of Trust
 
(a)(2)    Agreement and Declaration of Trust.
 
(b)     Bylaws.
 
(c)     Not applicable.
 
(d)    See Item 25(2)(a)(2).
 
(e) Not applicable.
 
 f)  Not applicable.
                        
(g)
Copies of all investment advisory contracts relating to the management of the assets of Registrant.
 
(h)  Not applicable
 
(i)  Not applicable.
 
(j)    Form of Custody Agreement between Custodian and the Registrant.
       
(k)(1)
Form of Administration Agreement between Administrator and the Registrant.
 
(k)(2)
Form of Escrow Agreement between Escrow Agent and the Registrant.
 
(k)(3)  Form of Transfer Agent Agreement.
          
(k)(4)
Form of Accounting Services Agreement.
 
(k)(5)
Form of Expense Limitation Agreement between Rochdale Investment Management LLC and the Registrant.
 
(k)(6)
Form of Loan Servicing Agreement between the Sub-Adviser and the Registrant.
 
 
87

 
 
(l)
Not applicable.
 
(m)
Not applicable.
 
(n)
Not applicable.
 
(o)
Not applicable.
 
(p)
Not applicable.
 
(q)
Not applicable.
 
(r)(1)
Form of Code of Ethics of the Registrant.
 
(r)(2)
Form of Code of Ethics of the Manager to the Registrant (see Item 25.2(r)(1).
 
(r)(3)
Form of Code of Ethics of the Sub-Adviser to the Registrant.
 
(r)(4)
Form of Code of Ethics of Sales Agent for the Registrant (see Item 25.2(r)(1).
 
(s)(1)
Power of Attorney for Interested Trustee of the Registrant
 
(s)(2)
Power of Attorney for President and Interested Trustee of the Registrant
 
(s)(3)
Power of Attorney for Independent Trustee of the Registrant.
 
(s)(4)
Power of Attorney for Independent Trustee of the Registrant.
 
(s)(5)
Power of Attorney for Independent Trustee of the Registrant.
 
_________________
 
ITEM 26. 
MARKETING ARRANGEMENTS
 
Not applicable.
 
 ITEM 27.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
 
_____
 
The Manager and/or affiliates of the Manager (the “Manager affiliates”) are voluntarily paying part or all of the Fund’s organizational and initial offering expenses, as follows.  Whether the Manager affiliates will pay organizational expenses and the amount thereof may be determined by referring to the Manager’s contractual agreement to waive and/or reimburse the Fund’s expenses to the extent: (i) necessary to limit the Fund’s annualized expenses to 1.5%; (ii) the amount waived and/or reimbursed is for organizational expenses; and (iii) if any amount is for the Fund’s initial offering, the Fund is not permitted to pay such an amount.  It is estimated that the Fund’s total annual expenses will be 1.81% in the first year of operations.
 
ITEM 28.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
 
Not applicable.
 
 
88

 
 
ITEM 29.  NUMBER OF HOLDERS OF SECURITIES
 
As of July 31, 2011, the Fund had the following number of record owners of Shares:
 
 
 
 
TITLE OF CLASS                                                                                     NUMBER OF RECORD HOLDERS
 
_______________                                                                                  ______________________________
Common Shares                                                                                                 1

ITEM 30.  INDEMNIFICATION
 
A policy of insurance (number 494-78-49 issued by American International Specialty Lines Insurance Company) covering Rochdale Investment Management LLC, its affiliates, and all of the registered investment companies advised by Rochdale Investment Management LLC was obtained to insure the Registrant’s directors and officers and others against liability arising by reason of an alleged breach of duty caused by any negligent act, error, or accidental omission in the scope of their duties.  Article V, Section 5.2 of the Registrant’s Agreement and Declaration of Trusts states as follows:
 
(a) The Trust hereby agrees to indemnify each person who at any time serves as a Trustee or officer of the Trust (each such person being an “indemnitee”) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and reasonable counsel fees reasonably incurred by such indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which he may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while acting in any capacity set forth in this Article V or by reason of his having acted in any such capacity, except with respect to any matter as to which he shall not have acted in good faith in the reasonable belief that his action was in the best interest of the Trust or, in the case of any criminal proceeding, as to which he shall have had reasonable cause to believe that the conduct was unlawful, provided, however, that no indemnitee shall be indemnified hereunder against any liability to any person or any expense of such indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, or (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as “disabling conduct”). Notwithstanding the foregoing, with respect to any action, suit or other proceeding voluntarily prosecuted by any indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such indemnitee (1) was authorized by a majority of the Trustees or (2) was instituted by the indemnitee to enforce his or her rights to indemnification hereunder in a case in which the indemnitee is found to be entitled to such indemnification.  The rights to indemnification set forth in this Declaration shall continue as to a person who has ceased to be a Trustee or officer of the Trust and shall inure to the benefit of his or her heirs, executors and personal and legal representatives.  No amendment or restatement of this Declaration or repeal of any of its provisions shall limit or eliminate any of the benefits provided to any person who at any time is or was a Trustee or officer of the Trust or otherwise entitled to indemnification hereunder in respect of any act or omission that occurred prior to such amendment, restatement or repeal.
 
 
89

 
 
(b) Notwithstanding the foregoing, no indemnification shall be made hereunder unless there has been a determination (i) by a final decision on the merits by a court or other body of competent jurisdiction before whom the issue of entitlement to indemnification hereunder was brought that such indemnitee is entitled to indemnification hereunder or, (ii) in the absence of such a decision, by (1) a majority vote of a quorum of those Trustees who are neither “interested persons” of the Trust (as defined in Section 2(a)(19) of the 1940 Act) nor parties to the proceeding (“Disinterested Non-Party Trustees”), that the indemnitee is entitled to indemnification hereunder, or (2) if such quorum is not obtainable or even if obtainable, if such majority so directs, independent legal counsel in a written opinion concludes that the indemnitee should be entitled to indemnification hereunder. All determinations to make advance payments in connection with the expense of defending any proceeding shall be authorized and made in accordance with the immediately succeeding paragraph (c) below.
 
(c) The Trust shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Trust receives a written affirmation by the indemnitee of the indemnitee’s good faith belief that the standards of conduct necessary for indemnification have been met and a written undertaking to reimburse the Trust unless it is subsequently determined that the indemnitee is entitled to such indemnification and if a majority of the Trustees determine that the applicable standards of conduct necessary for indemnification appear to have been met. In addition, at least one of the following conditions must be met: (i) the indemnitee shall provide adequate security for his undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the Disinterested Non-Party Trustees, or if a majority vote of such quorum so direct, independent legal counsel in a written opinion, shall conclude, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is substantial reason to believe that the indemnitee ultimately will be found entitled to indemnification.
 
(d) The rights accruing to any indemnitee under these provisions shall not exclude any other right that any person may have or hereafter acquire under this Declaration, the By-Laws of the Trust, any statute, agreement, vote of stockholders or Trustees who are “disinterested persons” (as defined in Section 2(a)(19) of the 1940 Act) or any other right to which he or she may be lawfully entitled.
 
(e) Subject to any limitations provided by the 1940 Act and this Declaration, the Trust shall have the power and authority to indemnify and provide for the advance payment of expenses to employees, agents and other Persons providing services to the Trust or serving in any capacity at the request of the Trust to the full extent corporations organized under the Delaware General Corporation Law may indemnify or provide for the advance payment of expenses for such Persons, provided that such indemnification has been approved by a majority of the Trustees.
 
 
90

 
 
ITEM 31.  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS
 
a. Rochdale Investment Management LLC (the “Manager”) and GML Capital LLP (the “Sub-Adviser”), each a registered investment adviser, serve as investment adviser and sub-investment adviser, respectively, to the ROCHDALE INTERNATIONAL TRADE FIXED INCOME FUND and as investment advisers to other registered investment companies and other institutional and privately managed accounts.
 
b. Business and other connections of the directors and officers of the Manager and the Sub-Adviser are set forth below.
 
NAME AND CURRENT
POSITION WITH MANAGER
BUSINESS AND OTHER CONNECTIONS DURING
THE PAST 2 FISCAL YEARS
 
Carl Acebes
[See “Management of the FundThe Board of Trustees
and Officers” in the Offering Memorandum.]
Garrett R. D’Alessandro
[See “Management of the FundThe Board of Trustees
and Officers” in the Offering Memorandum.]
Kurt Hawkesworth
[See “Management of the FundThe Board of Trustees
and Officers” in the Offering Memorandum.]
Gregg Giaquinto
[See “Management of the FundThe Board of Trustees
and Officers” in the Offering Memorandum.]
Barbara Hawkesworth
[See “Management of the FundThe Board of Trustees
and Officers” in the Offering Memorandum.]


NAME AND CURRENT
POSITION WITH SUB-ADVISER
BUSINESS AND OTHER CONNECTIONS DURING
THE PAST 2 FISCAL YEARS
 
Stefan Pinter
[See “Management of the FundPortfolio Managers” in
the Offering Memorandum.]
Suresh Advani
[See “Management of the FundPortfolio Managers” in
the Offering Memorandum.]
Patrick Bayliss
[See “Management of the FundPortfolio Managers” in
the Offering Memorandum.]
Dalia Kay
[See “Management of the FundPortfolio Managers” in
the Offering Memorandum.]
Robbie Gautam
[See “Management of the FundPortfolio Managers” in
the Offering Memorandum.]

ITEM 32.  LOCATION OF ACCOUNTS AND RECORDS
 
The accounts, books, and other documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder are in the possession the Registrant’s custodian and transfer agent, except those records relating to portfolio transactions and the basic organizational documents of the Registrant (see Subsections (2)(iii), (4), (5), (6), (7), (9), (10) and (11) of Rule 31a-1(b)), which, with respect to portfolio transactions are kept by the Registrant’s Manager at such entity’s address set forth in the Confidential Private Offering Memorandum and by the Sub-Adviser at the Met Building, 22 Percy Street, London W1T 2BU England and with respect to the organizational documents by its administrator at 777 E. Wisconsin Avenue, Milwaukee, WI 53202.
 
 
91

 
 
ITEM 33.  MANAGEMENT SERVICES
 
Not applicable.
 
ITEM 34.  UNDERTAKINGS
 
 
Not Applicable.
 

 
92

 
 
SIGNATURES
 
Pursuant to the requirements of the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and State of New York on the 30th day of August, 2011.
 
ROCHDALE INTERNATIONAL TRADE FIXED INCOME FUND
 
By:/s/ Carl Acebes *
 
Name: Carl Acebes
 
Title: Co-Chairman
 
Pursuant to the requirements of the Securities Act, this Registration Statement been signed by the following persons in the capacities and on the dates indicated:
 
 
 
Signature
Title
 
Date
/s/ Carl Acebes *
Carl Acebes
Trustee
August 30, 2011
/s/Garrett R. D’Alessandro *
Garrett R. D’Alessandro
President / Trustee
August 30, 2011
/s/ Jay C. Nadel *
Jay C. Nadel
Trustee
August 30, 2011
/s/ Susan Henshaw Jones *
Susan Henshaw Jones
Trustee
August 30, 2011
/s/ Daniel A. Hanwacker Sr.*
Daniel A. Hanwacker Sr.
Trustee
August 30, 2011


*By: /s/Kurt Hawkesworth
_____________________
  Kurt Hawkesworth,
  as attorney-in-fact
__________________
*
Pursuant to powers of attorney dated August 22, August 22, August 19, August 23, and August 18, 2011, and provided as exhibits (s)(1), (2), (3), (4) and (5), respectively, in item 25.2.
 
 
93

 
 
EXHIBIT LIST


 
(a)(1) Certificate of Trust of the Registrant.
 
 
(a)(2) Agreement and Declaration of Trust of the Registrant
 
 
(b)(1)
Bylaws of the Registrant
 
 
(g)(1) Form of Investment Management Agreement between the Manager and the Registrant.
 
 
(g)(2) Form of Sub-Investment Advisory Agreement between the Manager and the Sub-Adviser.
 
 
(j)(1) Form of Custody Agreement between Custodian and the Registrant.
 
 
(k)(1) Form of Administration Agreement between U.S. Bancorp Fund Services, LLC and the Registrant.
 
 
(k)(2) Form of Escrow Agreement between the Escrow Agent and the Registrant.
 
 
(k)(3) Form of Transfer Agent Agreement between U.S. Bancorp Fund Services, LLC and the Registrant.
 
 
(k)(4) Form of Accounting Services Agreement between U.S. Bancorp Fund Services, LLC and the Registrant
 
 
(k)(5) Form of Expense Limitation Agreement between Rochdale Investment Management LLC and the Registrant.
 
 
(k)(6) Form of Loan Servicing Agreement between the Sub-Adviser and the Registrant.
 
 
(r)(1) Form of Code of Ethics of the Registrant.
 
 
(r)(2) Form of Code of Ethics of Rochdale Investment Management LLC, the Manager to the Registrant.
 
 
(r)(3) Form of Code of Ethics of GML Capital LLP., Sub-Adviser to the Registrant.
 
 
(r)(4) Form of Code of Ethics of RIM SECURITIES LLC., Sales Agent for the Registrant.
 
 
(s)(1) Power of Attorney for Carl Acebes, Interested Trustee of the Registrant.
 
 
(s)(2) Power of Attorney for Garrett R. D’Alessandro, President and Interested Trustee of the Registrant.
 
 
(s)(3) Power of Attorney for Jay C. Nadel, Independent Trustee of the Registrant.
 
 
(s)(4) Power of Attorney for Susan Henshaw Jones, Independent Trustee of the Registrant.
 
 
(s)(5) Power of Attorney for Daniel A. Hanwacker Sr., Independent Trustee of the Registrant.
 
94
 




STATE OF DELAWARE
CERTIFICATE OF TRUST

This Certificate of Trust is filed in accordance with the provisions of the Delaware Statutory Trust Act (Title 12 of the Delaware Code, Section 3801 et seq.) and sets forth the following:

FIRST:  The name of the trust is Rochdale International Trade Fixed Income Fund.

SECOND:  The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.  The name of its registered agent at such address is The Corporation Trust Company.

THIRD:  The Statutory Trust is or will become prior to or within 180 days following the first issuance of beneficial interests, a registered investment company under the Investment Company Act of 1940, as amended “(15 U.S.C. §§ 80a-1 et seq.).


By:/s/ Carl Acebes                                
Name: Carl Acebes
Title: Trustee
 
 



ROCHDALE INTERNATIONAL TRADE FIXED INCOME FUND
AGREEMENT AND DECLARATION OF TRUST

     AGREEMENT AND DECLARATION OF TRUST made as of June __, 2008, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

     WHEREAS, this Trust has been formed to carry on business as set forth more particularly hereinafter;

     WHEREAS, this Trust is authorized to issue an unlimited number of its shares of beneficial interest all in accordance with the provisions hereinafter set forth;

     WHEREAS, the Trustees have agreed to manage all property coming into their hands as Trustees of a Delaware statutory trust in accordance with the provisions hereinafter set forth; and

     WHEREAS, the parties hereto intend that the Trust created by this Declaration (as defined below) and the Certificate of Trust filed with the Secretary of State of the State of Delaware on May 29, 2008 shall constitute a statutory trust under the Delaware Statutory Trust Act and that this Declaration shall constitute the governing instrument of such statutory trust.

     NOW, THEREFORE, the Trustees hereby declare that they will hold all cash, securities, and other assets which they may from time to time acquire in any manner as Trustees hereunder IN TRUST to manage and dispose of the same upon the following terms and conditions for the benefit of the holders from time to time of shares of beneficial interest in this Trust as hereinafter set forth.

ARTICLE I
THE TRUST

1.1  
Name. This Trust shall be known as the “Rochdale International Trade Fixed Income Fund” and the Trustees shall conduct the business of the Trust under that name or any other name or names as they may from time to time determine.

     1.2 Definitions. As used in this Declaration, the following terms shall have the following meanings:
     “
“1940 Act” shall mean the Investment Company Act of 1940 and the rules and regulations promulgated thereunder and exemptions granted therefrom, as amended from time to time.

                “Affiliated Person” shall have the meaning given to it in the 1940 Act.

                “Assignment” shall have the meaning given to it in the 1940 Act.

                “By-Laws” shall mean the By-Laws of the Trust as amended from time to time by the Trustees.
     
Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
    
 “Commission” shall mean the Securities and Exchange Commission.
     
Continuing Trustee” shall mean any member of the Board of Trustees who either (a) has been a member of the Board of Trustees for a period of at least thirty-six months (or since the commencement of the Trust’s operations, if less than thirty-six months) or (b) was nominated to serve as a member of the Board of Trustees by a majority of the then Continuing Trustees.
     
Declaration” shall mean this Agreement and Declaration of Trust, as amended, supplemented or amended and restated from time to time.
 
 
 
 

 

 
               “Delaware Statutory Trust Act” shall mean the provisions of the Delaware Statutory Trust Act, 12 Del. C. §3801, et seq., as such Act may be amended from time to time.

                “Delaware General Corporation Law” shall mean the Delaware General Corporation Law, 8 Del. C. §101, et seq., as amended from time to time.

                “Fundamental Policies” shall mean the investment policies and restrictions as set forth from time to time in any prospectus or any current Registration Statement of the Trust filed with the Commission and designated as fundamental policies therein, as they may be amended from time to time in accordance with the requirements of the 1940 Act.

                “Interested Person” shall have the meaning given to it in the 1940 Act.

                “Majority Shareholder Vote” shall mean a vote of “a majority of the outstanding voting securities” (as such term is defined in the 1940 Act) of the Trust with each series and class of Shares voting together as a single class, except to the extent otherwise required by the 1940 Act or this Declaration with respect to any one or more series or classes of Shares, in which case the applicable proportion of such series or classes of Shares voting as a separate series or class, as the case may be, also will be required.

               “Person” shall mean and include individuals, corporations, partnerships, trusts, limited liability companies, associations, joint ventures and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof.

                “Principal Underwriter” shall have the meaning given to it in the 1940 Act.

                “Prospectus” shall mean the current Prospectus as in effect from time to time under the Securities Act of 1933, as amended, or offering memorandum of securities, of the Trust or of any series or class, as applicable.

                “Shareholders” shall mean as of any particular time the holders of record of outstanding Shares of the Trust or any series or class of the Trust, as the case may be, at such time.

                “Shares” shall mean the transferable units of beneficial interest into which the beneficial interest in the Trust shall be divided from time to time and includes fractions of Shares as well as whole Shares. In addition, Shares also means any preferred shares or preferred units of beneficial interest that may be issued from time to time, as described herein. All references to Shares shall be deemed to be Shares of any or all series or classes as the context may require.

                “Trust” shall mean the trust established by this Declaration, as amended from time to time, inclusive of each such amendment.

                “Trust Property” shall mean as of any particular time any and all property, real or personal, tangible or intangible, which at such time is owned or held by or for the account of the Trust or the Trustees in such capacity.

                “Trustees” shall mean the signatory to this Declaration, so long as such signatory shall continue in office in accordance with the terms hereof, and all other persons who at the time in question have been duly elected or appointed and have qualified as trustees in accordance with the provisions hereof and are then in office.

ARTICLE II
TRUSTEES

     2.1 Number and Qualifications. Prior to the offering of Shares to investors pursuant to the Trust’s registration statement on Form N-2, there may be a sole Trustee. Thereafter, the number of Trustees shall be determined by a written instrument signed by a majority of the Trustees then in office or by a resolution of the Trustees then in office, duly adopted and recorded in the records of the Trust, provided that the number of Trustees shall be no less than one (1) nor more than fifteen (15). No reduction in the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of his term. Trustees need not own Shares.
 
 
 
2

 

 
     2.2 Term and Election. Each Trustee shall hold office for the lifetime of the Trust or until the next meeting of Shareholders called for the purpose of electing Trustees or consent of Shareholders in lieu thereof for the election of Trustees, and until the election and qualification of his or her successor. Only the term of office of a Trustee designated for election will terminate at the next meeting of Shareholders called for the purpose of electing Trustees or consent of Shareholders in lieu thereof for the election of Trustees, and the term of office of a Trustee not designated for election will not terminate. The term of office of a Trustee shall also terminate and a vacancy shall occur in the event of the death, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office of a Trustee.

     2.3 Resignation and Removal. Any of the Trustees may resign his or her trust (without need for prior or subsequent accounting) by an instrument in writing signed by such Trustee and delivered or mailed to the Trustees or the Chairman, if any, and such resignation shall be effective upon such delivery, or at a later date according to the terms of the instrument. Any of the Trustees may be removed (provided the aggregate number of Trustees after such removal shall not be less than the minimum number required by Section 2.1 hereof) (i) by action taken by two-thirds (2/3) of the remaining Trustees or (ii) by a vote of two-thirds of the outstanding Shares of the Trust. Upon the resignation or removal of a Trustee, each such resigning or removed Trustee shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust Property held in the name of such resigning or removed Trustee. Upon the incapacity or death of any Trustee, such Trustee’s legal representative shall execute and deliver on such Trustee’s behalf such documents as the remaining Trustees shall require as provided in the preceding sentence.

     2.4 Vacancies. Whenever a vacancy in the Board of Trustees shall occur, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this ARTICLE II by a written instrument signed by a majority of the Trustees then in office or by a resolution of the Trustees then in office, duly adopted and recorded in the records of the Trust, specifying the effective date of the appointment or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 2.1 hereof; provided, further, that if the Shareholders of any series or class of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that series or class may fill any vacancy among the number of Trustees elected by that series or class. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this ARTICLE II made by a written instrument signed by a majority of the Trustees then in office or by a resolution of the Trustees then in office, duly adopted and recorded in the records of the Trust, specifying the effective date of the appointment. No vacancy shall operate to annul this Declaration or to revoke any existing agency created pursuant to the terms of this Declaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration.

     2.5 Meetings. Meetings of the Trustees shall be held from time to time upon the call of the Chairman, if any, or any two Trustees. Regular meetings of the Trustees may be held without call or notice at a time and place fixed by the By-Laws or by resolution of the Trustees. Notice of any other meeting shall be given by the Secretary and shall be delivered to the Trustees orally not less than 24 hours, or in writing not less than 72 hours, before the meeting, but may be waived in writing by any Trustee either before or after such meeting. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been properly called or convened. Any time there is more than one Trustee, a quorum for all meetings of the Trustees shall be one-third, but not less than two, of the Trustees. Unless provided otherwise in this Declaration and except as required under the 1940 Act, any action of the Trustees may be taken at a meeting by vote of a majority of the Trustees present (a quorum being present) or without a meeting by written consent of a majority of the Trustees.
 
 
 
3

 
 
Any committee of the Trustees, including an executive committee, if any, may act with or without a meeting. A quorum for all meetings of any such committee shall be one-third, but not less than two, of the members thereof. Unless provided otherwise in this Declaration, any action of any such committee may be taken at a meeting by vote of a majority of the members present (a quorum being present) or without a meeting by written consent of the members.

                With respect to actions of the Trustees and any committee of the Trustees, Trustees who are Interested Persons in any action to be taken may be counted for quorum purposes under this Section and shall be entitled to vote to the extent not prohibited by the 1940 Act.

                All or any one or more Trustees may participate in a meeting of the Trustees or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other; participation in a meeting pursuant to any such communications system shall constitute presence in person at such meeting.

     2.6 Trustee Action by Written Consent. Any action that may be taken by Trustees by vote may be taken without a meeting if that number of the Trustees, or members of a committee, as the case may be, required for approval of such action at a meeting of the Trustees or of such committee consent to the action in writing and the written consents are filed with the records of the meetings of Trustees. Such consent shall be treated for all purposes as a vote taken at a meeting of Trustees.

     2.7 Chairman. The Trustees may elect a Chairman who shall serve at the pleasure of the Trustees or until their successors are elected. The Trustees may elect or appoint or may authorize the Chairman, if any, with such powers as the Trustees may deem to be advisable. A Chairman shall be a Trustee.

ARTICLE III
POWERS AND DUTIES OF TRUSTEES

     3.1 General. The Trustees shall owe to the Trust and its Shareholders the same fiduciary duties as owed by directors of corporations to such corporations and their stockholders under the Delaware General Corporation Law. The Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be permitted by this Declaration. The Trustees may perform such acts as in their sole discretion are proper for conducting the business of the Trust. Any action by one or more of the Trustees in their capacity as such hereunder shall be deemed an action on behalf of the Trust and not an action in an individual capacity. The enumeration of any specific power herein shall not be construed as limiting the aforesaid power. Such powers of the Trustees may be exercised without order of or resort to any court.

     3.2 Investments. The Trustees shall have power, subject to the Fundamental Policies in effect from time to time with respect to the Trust, to:
 
(a)  
manage, conduct, operate and carry on the business of an investment company; and

(b)  
subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, pledge, sell, assign, transfer, exchange, distribute or otherwise deal in or dispose of any and all sorts of property, tangible or intangible, including but not limited to securities or investments of any type whatsoever, whether equity or non-equity, of any issuer, evidences of indebtedness of any person and any other rights, interests, instruments or property of any sort and to exercise any and all rights, powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more Persons to exercise any of said rights, powers and privileges in respect of any of said investments.
 
 
 
4

 
 

                     The foregoing clauses shall be construed both as objects and powers, and shall not be held to limit or restrict in any manner the general or plenary powers of the Trustees.

     3.3 Legal Title. Legal title to all the Trust Property shall be vested in the Trustees as joint tenants except that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of any other Person as nominee, custodian or pledgee, on such terms as the Trustees may determine, provided that the interest of the Trust therein is appropriately protected.

                The right, title and interest of the Trustees in the Trust Property shall vest automatically in each person who may hereafter become a Trustee upon his due election and qualification. Upon the ceasing of any person to be a Trustee for any reason, such person shall automatically cease to have any right, title or interest in any of the Trust Property, and the right, title and interest of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered.

     3.4 Issuance, Repurchase and Redemption of Shares. The Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in, Shares, including Shares in fractional denominations, and, subject to the more detailed provisions set forth in ARTICLE VIII and ARTICLE IX, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property whether capital or surplus or otherwise, to the full extent now or hereafter permitted corporations formed under the Delaware General Corporation Law.

     3.5 Borrow Money or Utilize Leverage. Subject to the Fundamental Policies in effect from time to time with respect to the Trust, the Trustees shall have the power to borrow money or otherwise obtain credit or utilize leverage to the maximum extent permitted by law or regulation as such may be needed from time to time and to secure the same by mortgaging, pledging or otherwise subjecting as security the assets of the Trust, including the lending of portfolio securities, and to endorse, guarantee, or undertake the performance of any obligation, contract or engagement of any other person, firm, association or corporation.

     3.6 Delegation; Committees. The Trustees shall have the power, consistent with their continuing exclusive authority over the management of the Trust and the Trust Property, to delegate from time to time to such of their number or to officers, employees or agents of the Trust the doing of such things, including any matters set forth in this Declaration, and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient. The Trustees may designate one or more committees which shall have all or such lesser portion of the authority of the entire Board of Trustees as the Trustees shall determine from time to time except to the extent action by the entire Board of Trustees or particular Trustees is required by the 1940 Act.

     3.7 Collection and Payment. The Trustees shall have power to collect all property due to the Trust; to pay all claims, including taxes, against the Trust Property or the Trust, the Trustees or any officer, employee or agent of the Trust; to prosecute, defend, compromise or abandon any claims relating to the Trust Property or the Trust, or the Trustees or any officer, employee or agent of the Trust; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Trust; and to enter into releases, agreements and other instruments. Except to the extent required for a corporation formed under the Delaware General Corporation Law, the Shareholders shall have no power to vote as to whether or not a court action, legal proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders.
 
     3.8 Expenses. The Trustees shall have power to incur and pay out of the assets and/or income of the Trust any expenses which in the opinion of the Trustees are necessary, appropriate, desirable or incidental to carry out any of the purposes of this Declaration, and the business of the Trust, and to pay reasonable compensation from the funds of the Trust to themselves as Trustees. The Trustees may pay themselves such compensation for special services, including legal, underwriting, syndicating and brokerage services, as they in good faith may deem reasonable and reimbursement for expenses reasonably incurred by themselves on behalf of the Trust. The Trustees shall also fix the compensation payable by the Trust to its officers and its employees, if any.
 
 
 
5

 

 
     3.9 By-Laws. The Trustees shall have the exclusive authority to adopt and from time to time amend or repeal By-Laws for the conduct of the business of the Trust.

     3.10 Miscellaneous Powers. The Trustees shall have the power to: (a) employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business of the Trust; (b) enter into joint ventures, partnerships and any other combinations or associations; (c) purchase, and pay for out of Trust Property, insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisors, distributors, selected dealers or independent contractors of the Trust against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in such capacity, whether or not constituting negligence, or whether or not the Trust would have the power to indemnify such Person against such liability; (d) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (e) make donations, irrespective of benefit to the Trust, for charitable, religious, educational, scientific, civic or similar purposes; (f) to the extent permitted by law, indemnify any Person with whom the Trust has dealings, including without limitation any advisor, administrator, manager, transfer agent, custodian, distributor or selected dealer, or any other person as the Trustees may see fit to such extent as the Trustees shall determine; (g) guarantee indebtedness or contractual obligations of others; (h) determine and change the fiscal year of the Trust and the method in which its accounts shall be kept; (i) notwithstanding the Fundamental Policies of the Trust, convert the Trust to a master-feeder structure; provided, however, the Trust obtains the approval of shareholders holding at least a majority of the Trust’s Shares present at a meeting of Shareholders at which a quorum is present; and (j) adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

     3.11 Further Powers. The Trustees shall have the power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, and in any and all commonwealths, territories, dependencies, colonies, possessions, agencies or instrumentalities of the United States of America and of foreign governments, and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Declaration, the presumption shall be in favor of a grant of power to the Trustees. The enumeration of any specific power in this Declaration shall not be construed as limiting the Trustees’ powers. The Trustees will not be required to obtain any court order to deal with the Trust Property.

ARTICLE IV
ADVISORY, MANAGEMENT AND DISTRIBUTION ARRANGEMENTS AND OTHER CONTRACTS

     4.1 Advisory and Management Arrangements. Subject to the requirements of applicable law as in effect from time to time, the Trustees may in their discretion from time to time enter into advisory, administration or management contracts (including, in each case, one or more sub-advisory, sub-administration or sub-management contracts) whereby the other party to any such contract shall undertake to furnish such advisory, administrative and management services with respect to the Trust as the Trustees shall from time to time consider desirable and all upon such terms and conditions as the Trustees may in their discretion determine. Notwithstanding any provisions of this Declaration, the Trustees may authorize any advisor, administrator or manager (subject to such general or specific instructions as the Trustees may from time to time adopt) to exercise any of the powers of the Trustees, including to effect investment transactions with respect to the assets on behalf of the Trust to the full extent of the power of the Trustees to effect such transactions or may authorize any officer, employee or Trustee to effect such transactions pursuant to recommendations of any such advisor, administrator or manager (and all without further action by the Trustees). Any such investment transaction shall be deemed to have been authorized by all of the Trustees.
 
 
 
6

 

 
     4.2 Distribution Arrangements. Subject to compliance with the 1940 Act, the Trustees may retain underwriters and/or placement agents to sell Shares and other securities of the Trust. The Trustees may in their discretion from time to time enter into one or more contracts, providing for the sale of securities of the Trust, whereby the Trust may either agree to sell such securities to the other party to the contract or appoint such other party its sales agent for such securities. In either case, the contract shall be on such terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Article IV or any other provision of this Declaration or the By-Laws; and such contract may also provide for the repurchase or sale of securities of the Trust by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with persons who are not registered securities dealers to further the purposes of the distribution or repurchase of the securities of the Trust.

     4.3 Other Service Providers. The Trustees may in their discretion from time to time authorize the Trust to enter into one or more agreements whereby the other Person or Persons to any such agreements will undertake to provide to the Trust, any series or class, or Shareholders such services as the Trustees consider desirable and all upon such terms and conditions as the Trustees in their discretion may determine.

     4.4 Parties to Contract. Any contract of the character described in Sections 4.1, 4.2 and 4.3 of this Article IV or in Article VI hereof or elsewhere in this Declaration may be entered into with any Person, although one or more of the Trustees, officers or employees of the Trust may be an officer, partner, director, trustee, shareholder, or member of such other party to the contract, and no such contract shall be invalidated or rendered voidable by reason of the existence of any such relationship, nor shall any Person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom, provided that the contract when entered into was reasonable and fair and not inconsistent with the provisions of this Declaration or the By-Laws. The same Person may be the other party to contracts entered into pursuant to this Declaration, and any individual may be financially interested or otherwise affiliated with Persons who are parties to any or all of the contracts mentioned in those sections or articles.

ARTICLE V
LIMITATIONS OF LIABILITY AND INDEMNIFICATION

     5.1 No Personal Liability of Shareholders, Trustees, etc. No Shareholder of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. Shareholders shall have the same limitation of personal liability as is extended to stockholders of a private corporation for profit incorporated under the Delaware General Corporation Law. No Trustee or officer of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person, save only liability to the Trust or its Shareholders arising from bad faith, willful misfeasance, gross negligence or reckless disregard for his duty to such Person; and, subject to the foregoing exception, all such Persons shall look solely to the Trust Property for satisfaction of claims of any nature arising in connection with the affairs of the Trust. If any Shareholder, Trustee or officer, as such, of the Trust, is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, he shall not, on account thereof, be held to any personal liability. Any repeal or modification of this Section 5.1 shall not adversely affect any right or protection of a Trustee or officer of the Trust existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

     5.2 Mandatory Indemnification.

(a) The Trust hereby agrees to indemnify each person who at any time serves as a Trustee or officer of the Trust (each such person being an “indemnitee”) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and reasonable counsel fees reasonably incurred by such indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which he may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while acting in any capacity set forth in this Article V or by reason of his having acted in any such capacity, except with respect to any matter as to which he shall not have acted in good faith in the reasonable belief that his action was in the best interest of the Trust or, in the case of any criminal proceeding, as to which he shall have had reasonable cause to believe that the conduct was unlawful, provided, however, that no indemnitee shall be indemnified hereunder against any liability to any person or any expense of such indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, or (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as “disabling conduct”). Notwithstanding the foregoing, with respect to any action, suit or other proceeding voluntarily prosecuted by any indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such indemnitee (1) was authorized by a majority of the Trustees or (2) was instituted by the indemnitee to enforce his or her rights to indemnification hereunder in a case in which the indemnitee is found to be entitled to such indemnification. The rights to indemnification set forth in this Declaration shall continue as to a person who has ceased to be a Trustee or officer of the Trust and shall inure to the benefit of his or her heirs, executors and personal and legal representatives. No amendment or restatement of this Declaration or repeal of any of its provisions shall limit or eliminate any of the benefits provided to any person who at any time is or was a Trustee or officer of the Trust or otherwise entitled to indemnification hereunder in respect of any act or omission that occurred prior to such amendment, restatement or repeal.
 
 
 
7

 

 
          (b) Notwithstanding the foregoing, no indemnification shall be made hereunder unless there has been a determination (i) by a final decision on the merits by a court or other body of competent jurisdiction before whom the issue of entitlement to indemnification hereunder was brought that such indemnitee is entitled to indemnification hereunder or, (ii) in the absence of such a decision, by (1) a majority vote of a quorum of those Trustees who are neither “interested persons” of the Trust (as defined in Section 2(a)(19) of the 1940 Act) nor parties to the proceeding (“Disinterested Non-Party Trustees”), that the indemnitee is entitled to indemnification hereunder, or (2) if such quorum is not obtainable or even if obtainable, if such majority so directs, independent legal counsel in a written opinion concludes that the indemnitee should be entitled to indemnification hereunder. All determinations to make advance payments in connection with the expense of defending any proceeding shall be authorized and made in accordance with the immediately succeeding paragraph (c) below.

          (c) The Trust shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Trust receives a written affirmation by the indemnitee of the indemnitee’s good faith belief that the standards of conduct necessary for indemnification have been met and a written undertaking to reimburse the Trust unless it is subsequently determined that the indemnitee is entitled to such indemnification and if a majority of the Trustees determine that the applicable standards of conduct necessary for indemnification appear to have been met. In addition, at least one of the following conditions must be met: (i) the indemnitee shall provide adequate security for his undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the Disinterested Non-Party Trustees, or if a majority vote of such quorum so direct, independent legal counsel in a written opinion, shall conclude, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is substantial reason to believe that the indemnitee ultimately will be found entitled to indemnification.

          (d) The rights accruing to any indemnitee under these provisions shall not exclude any other right that any person may have or hereafter acquire under this Declaration, the By-Laws of the Trust, any statute, agreement, vote of stockholders or Trustees who are “disinterested persons” (as defined in Section 2(a)(19) of the 1940 Act) or any other right to which he or she may be lawfully entitled.
 
          (e) Subject to any limitations provided by the 1940 Act and this Declaration, the Trust shall have the power and authority to indemnify and provide for the advance payment of expenses to employees, agents and other Persons providing services to the Trust or serving in any capacity at the request of the Trust to the full extent corporations organized under the Delaware General Corporation Law may indemnify or provide for the advance payment of expenses for such Persons, provided that such indemnification has been approved by a majority of the Trustees.
 
 
 
8

 

 
     5.3 No Bond Required of Trustees. No Trustee shall, as such, be obligated to give any bond or other security for the performance of any of his duties hereunder.

     5.4 No Duty of Investigation; No Notice in Trust Instruments, etc. No purchaser, lender, transfer agent or other person dealing with the Trustees or with any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, undertaking, instrument, certificate, Share, other security of the Trust, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively taken to have been executed or done by the executors thereof only in their capacity as Trustees under this Declaration or in their capacity as officers, employees or agents of the Trust. The Trustees may maintain insurance for the protection of the Trust Property, the Shareholders, Trustees, officers, employees and agents in such amount as the Trustees shall deem adequate to cover possible tort liability, and such other insurance as the Trustees in their sole judgment shall deem advisable or is required by the 1940 Act.

     5.5 Reliance on Experts, etc. Each Trustee and officer or employee of the Trust shall, in the performance of its duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon an opinion of counsel, or upon reports made to the Trust by any of the Trust’s officers or employees or by any advisor, administrator, manager, distributor, selected dealer, accountant, appraiser or other expert or consultant selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of whether such counsel or expert may also be a Trustee.

ARTICLE VI
SHARES OF BENEFICIAL INTEREST

     6.1 Beneficial Interest. The interest of the Shareholders hereunder shall be divided into an unlimited number of transferable shares of beneficial interest, par value $.001 per share. All Shares issued in accordance with the terms hereof, including, without limitation, Shares issued in connection with a dividend payable in Shares or a split of Shares, shall be fully paid and nonassessable when the consideration determined by the Trustees (if any) therefor shall have been received by the Trust.

     6.2 Establishment of Series and Classes. To the extent permitted by the 1940 Act, the Delaware Statutory Trust Act and any other applicable law, the Trustees may divide, all without the approval of Shareholders, the Shares into any number of series or classes representing interests in the assets belonging to the Trust, each Share of each such series and class having an equal beneficial interest as each other Share of such series or class in such assets and identical voting, dividend, liquidation and other rights and subject to the same terms and conditions, except that (a) expenses allocated to a series or class may be borne solely by that series or class as determined by the Trustees and (b) each series and class may have exclusive voting rights with respect to matters affecting only that series or class. The establishment and designation of each additional series or class of Shares of the Trust shall be effective upon the adoption by a majority of the then Trustees of a resolution that sets forth such establishment and designation and the relative rights and preferences of such series or class of the Trust, whether directly in such resolution or by reference to another document including, without limitation, any Prospectus or registration statement of the Trust, or as otherwise provided in such resolution. The Trustees may change the name of any series or class in their sole discretion. The Trustees may, subject to the Fundamental Policies and the requirements of the 1940 Act and the Delaware Statutory Trust Act, authorize and issue such other securities, including preferred shares, debt securities or other senior securities. To the extent that the Trustees authorize and issue shares of any series or class pursuant to this Section 6.2, they are hereby authorized and empowered to amend or supplement this Declaration or the Trust’s Certificate of Trust as they deem necessary or appropriate, including to comply with the requirements of the 1940 Act, the Delaware Statutory Trust Act or requirements imposed by the rating agencies or other Persons, all without the approval of Shareholders. Any such supplement or amendment shall be filed with the Commission as is necessary. The Trustees are also authorized to take such actions and retain such persons as they see fit to offer and sell such securities.
 
 
 
9

 

 
     6.3 Rights of Shareholders. The Shares shall be personal property giving only the rights in this Declaration specifically set forth. The ownership of the Trust Property of every description and the right to conduct any business herein before described are vested exclusively in the Trustees, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust or of any series or class nor can they be called upon to share or assume any losses of the Trust or of any series or class or suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights, except as the Trustees may specifically determine with respect to any series or class.

     6.4 Trust Only. It is the intention of the Trustees to create only the relationship of Trustee and beneficiary between the Trustees and each Shareholder from time to time. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment or any form of legal relationship other than a Delaware statutory trust. Nothing in this Declaration shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association.

     6.5 Issuance of Shares. The Trustees, in their discretion, may from time to time without vote of the Shareholders issue Shares, including preferred shares, that may have been established pursuant to Section 6.2, in addition to the then issued and outstanding Shares and Shares held in the treasury, to such party or parties and for such amount and type of consideration, including cash or property, at such time or times, and on such terms as the Trustees may determine, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with the assumption of, liabilities) and businesses. The Trustees may from time to time divide or combine the Shares into a greater or lesser number without thereby changing the proportionate beneficial interest in such Shares. Issuances, repurchases and redemptions of Shares may be made in whole Shares and/or l/l,000ths of a Share or multiples thereof and/or in any other fraction as the Trustees may determine.

     6.6 Register of Shares. A register shall be kept at the offices of the Trust or any transfer agent duly appointed by the Trustees under the direction of the Trustees which shall contain the names and addresses of the Shareholders and the number of Shares held by them respectively and a record of all transfers thereof. Separate registers shall be established and maintained for each series or class of Shares. Each such register shall be conclusive as to who are the holders of the Shares of the applicable series or class of Shares and who shall be entitled to receive dividends or distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or distribution, nor to have notice given to him as herein provided, until he has given his address to a transfer agent or such other officer or agent of the Trustees as shall keep the register for entry thereon. It is not contemplated that certificates will be issued for the Shares; however, the Trustees, in their discretion, may authorize the issuance of share certificates and promulgate appropriate fees therefor and rules and regulations as to their use.

     6.7 Transfer Agent and Registrar. The Trustees shall have power to employ a transfer agent or transfer agents, and a registrar or registrars, with respect to the Shares. The transfer agent or transfer agents may keep the applicable register and record therein, the original issues and transfers, if any, of the said Shares. Any such transfer agents and/or registrars shall perform the duties usually performed by transfer agents and registrars of certificates of stock in a corporation, as modified by the Trustees.

     6.8 Transfer of Shares. Shares shall be transferable on the records of the Trust only by the record holder thereof or by its agent thereto duly authorized in writing, upon delivery to the Trustees or a transfer agent of the Trust of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters (including compliance with any securities laws and contractual restrictions) as may reasonably be required. Upon such delivery the transfer shall be recorded on the applicable register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer.
 
 
 
10

 

 
     Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.

     6.9 Notices. Any and all notices to which any Shareholder hereunder may be entitled and any and all communications shall be deemed duly served or given if mailed, postage prepaid, addressed to any Shareholder of record at his last known address as recorded on the applicable register of the Trust.

ARTICLE VII
CUSTODIANS

     7.1 Appointment and Duties. The Trustees shall at all times employ a custodian or custodians, meeting the qualifications for custodians for portfolio securities of registered management companies contained in the 1940 Act, as custodian with respect to the assets of the Trust. Any custodian shall have authority as agent of the Trust as determined by the custodian agreement or agreements, but subject to such restrictions, limitations and other requirements, if any, as may be contained in the By-Laws of the Trust and the 1940 Act, including without limitation authority:

 (1)  
to hold the securities owned by the Trust and deliver the same upon written order;

          (2) to receive any receipt for any moneys due to the Trust and deposit the same in its own banking department (if a bank) or elsewhere as the Trustees may direct;

          (3) to disburse such funds upon orders or vouchers;

          (4) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and

          (5) if authorized to do so by the Trustees, to compute the net income or net asset value of the Trust;
all upon such basis of compensation as may be agreed upon between the Trustees and the custodian.

     The Trustees may also authorize each custodian to employ one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in the 1940 Act.

     7.2 Central Certificate System. Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the custodian to deposit all or any part of the securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, or such other Person as may be permitted by the Commission, or otherwise in accordance with the 1940 Act, pursuant to which system all securities of any particular class of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust.

ARTICLE VIII
REDEMPTIONS AND REPURCHASES

     8.1 Redemptions and Repurchases of Shares. Unless otherwise required by the 1940 Act, from time to time the Trust may redeem or repurchase its Shares, all upon such terms and conditions as may be determined by the Trustees and subject to any applicable provisions of the 1940 Act. The Trust may require Shareholders to pay a withdrawal charge, a sales charge, or any other form of charge to the Trust, to the underwriter or to any other person designated by the Trustees upon redemption or repurchase of Shares in such amount as shall be determined from time to time by the Trustees. The Trust may also charge a redemption or repurchase fee in such amount as may be determined from time to time by the Trustees.
 
 
 
11

 

 
     8.2 Manner of Payment. Payment of Shares redeemed or repurchased may at the option of the Trustees or such officer or officers as they may duly authorize for the purpose, in their complete discretion, be made in cash, or in kind, or partially in cash and partially in kind. In case of payment in kind the Trustees, or their delegate, shall have absolute discretion as to what security or securities shall be distributed in kind and the amount of same, and the securities shall be valued for purposes of distribution at the figure at which they were appraised in computing the net asset value of the Shares, provided that any Shareholder who cannot legally acquire securities so distributed in kind by reason of the prohibitions of the 1940 Act shall receive cash.

     8.3 Disclosure of Holding. Shareholders shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares of the Trust as the Trustees deem necessary to comply with the provisions of the Code, the 1940 Act or other applicable laws or regulations, or to comply with the requirements of any other taxing or regulatory authority.

ARTICLE IX
DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS

     9.1 Net Asset Value. The net asset value of each outstanding Share of the Trust shall be determined at such time or times on such days as the Trustees may determine, in accordance with the 1940 Act. The method of determination of net asset value shall be determined by the Trustees and shall be as set forth in the Prospectus or as may otherwise be determined by the Trustees. The power and duty to make the net asset value calculations may be delegated by the Trustees and shall be as generally set forth in the Prospectus or as may otherwise be determined by the Trustees.

     9.2 Distributions to Shareholders.

(a) The Trustees shall from time to time distribute ratably among the Shareholders of any series or class of Shares in accordance with the number of outstanding full and fractional Shares of such series or class such proportion of the net profits, surplus (including paid-in surplus), capital, or assets held by the Trustees as they may deem proper or as may otherwise be determined in accordance with this Declaration. Any such distribution may be made in cash or property (including without limitation any type of obligations of the Trust or any assets thereof) or Shares of any series or class and the Trustees may distribute ratably among the Shareholders of any series or class of shares in accordance with the number of outstanding full and fractional Shares of such series or class additional Shares of any series or class in such manner, at such times, and on such terms as the Trustees may deem proper or as may otherwise be determined in accordance with this Declaration.

          (b) Distributions pursuant to this Section 9.2 may be among the Shareholders of record of the applicable series or class of Shares at the time of declaring a distribution or among the Shareholders of record at such later date as the Trustees shall determine and specify.

          (c) The Trustees may always retain from the net profits such amount as they may deem necessary to pay the debts or expenses of the Trust or to meet obligations of the Trust, or as they otherwise may deem desirable to use in the conduct of its affairs or to retain for future requirements or extensions of the business.

          (d) Inasmuch as the computation of net income and gains for federal income tax purposes may vary from the computation thereof on the Trust’s books, the above provisions shall be interpreted to give the Trustees the power in their discretion to distribute for any fiscal year as ordinary dividends and as capital gain distributions, respectively, additional amounts sufficient to enable the Trust to avoid or reduce liability for taxes.

     9.3 Power to Modify Foregoing Procedures. Notwithstanding any of the foregoing provisions of this Article IX, the Trustees may prescribe, in their absolute discretion except as may be required by the 1940 Act, such other bases and times for determining the per share net asset value of the Trust’s Shares and/or net income, and/or the declaration and payment of dividends and other distributions as they may deem necessary or desirable for any reason, including to enable the Trust to comply with any provision of the 1940 Act, or any securities exchange or association registered under the Securities Exchange Act of 1934, or any order of exemption issued by the Commission, all as in effect now or hereafter amended or modified.
 
 
 
12

 

 
ARTICLE X
SHAREHOLDERS

     10.1 Meetings of Shareholders. The Trust shall not be required to hold meetings annually, unless required by law. Meetings of Shareholders may be called at any time by the Trustees and shall be called by any Trustee or by the Secretary for any proper purpose upon written request of Shareholders of the Trust holding in the aggregate not less than 51% of the outstanding Shares of the Trust or series or class of Shares having voting rights on the matter, such request specifying the purpose or purposes for which such meeting is to be called. Any Shareholder meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Any Shareholder meeting shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

     10.2 Voting. Shareholders shall have no power to vote on any matter except matters on which a vote of Shareholders is required by applicable law, this Declaration or resolution of the Trustees. This Declaration expressly provides that no matter for which voting is required by the Delaware Statutory Trust Act in the absence of the contrary provision in the Declaration shall require any vote. Except as otherwise provided herein, any matter required to be submitted to Shareholders and affecting one or more series or classes of Shares shall require approval by the required vote of all the affected series or classes of Shares voting together as a single class; provided, however, that as to any matter with respect to which a separate vote of any series or class of Shares is required by the 1940 Act, such requirement as to a separate vote by that series or class of Shares shall apply in addition to a vote of all the affected series or classes voting together as a single class. Shareholders of a particular series or class of Shares shall not be entitled to vote on any matter that affects only one or more other series or classes of Shares. There shall be no cumulative voting in the election or removal of Trustees.

     10.3 Quorum and Required Vote.

(a) The holders of forty percent (40%) of the Shares entitled to vote on any matter at a meeting present in person or by proxy shall constitute a quorum at such meeting of the Shareholders for purposes of conducting business on such matter. The absence from any meeting, in person or by proxy, of a quorum of Shareholders for action upon any given matter shall not prevent action at such meeting upon any other matter or matters which may properly come before the meeting, if there shall be present thereat, in person or by proxy, a quorum of Shareholders in respect of such other matters.

(b) Subject to any provision of applicable law, this Declaration or a resolution of the Trustees specifying a greater or a lesser vote requirement for the transaction of any item of business at any meeting of Shareholders, (i) the affirmative vote of a majority of the Shares present in person or represented by proxy and entitled to vote on the subject matter shall be the act of the Shareholders with respect to such matter, and (ii) where a separate vote of one or more series or classes of Shares is required on any matter, the affirmative vote of a majority of the Shares of such series or class of Shares present in person or represented by proxy at the meeting shall be the act of the Shareholders of such series or class with respect to such matter. For the election of Trustees, a plurality of the Shares present in person or represented by proxy and entitled to vote on the election of Trustees at the meeting will elect Trustees.
 
 
 
13

 

 
     10.4 Proxies, etc. At any meeting of Shareholders, any Shareholder entitled to vote thereat may vote by properly executed proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Secretary, or with such other officer or agent of the Trust as the Secretary may direct, for verification prior to the time at which such vote shall be taken. Pursuant to a resolution of a majority of the Trustees, proxies may be solicited in the name of one or more Trustees or one or more of the officers or employees of the Trust. No proxy shall be valid after the expiration of 11 months from the date thereof, unless otherwise provided in the proxy. Only Shareholders of record shall be entitled to vote. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote, and each fractional Share shall be entitled to a proportionate fractional vote on any such matter on which it is entitled to vote. When any Share is held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Share, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Share. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. If the holder of any such Share is a minor or a person of unsound mind, and subject to guardianship or to the legal control of any other person regarding the charge or management of such Share, he may vote by his guardian or such other person appointed or having such control, and such vote may be given in person or by proxy.

     10.5 Inspection of Records. The records of the Trust shall be open to inspection by Shareholders to the same extent as is permitted shareholders of a corporation formed under the Delaware General Corporation Law.

     10.6 Shareholder Action by Written Consent. Any action that may be taken by Shareholders by vote may be taken without a meeting if the holders entitled to vote thereon of the proportion of Shares required for approval of such action at a meeting of Shareholders pursuant to Section 10.3 consent to the action in writing and the written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

ARTICLE XI
DURATION; TERMINATION OF TRUST; AMENDMENT; REORGANIZATIONS, ETC.

     11.1 Duration. Subject to possible termination in accordance with the provisions of Section 11.2 hereof, the Trust created hereby shall have perpetual existence.

     11.2 Termination.

(a) The Trust may be terminated, at any time by vote of two-thirds (2/3) of the Shares of each Series entitled to vote, voting separately by Series, or by the Trustees by written notice to the Shareholders. Upon the termination of the Trust:

(i)   The Trust shall carry on no business except for the purpose of winding up its affairs.

                                (ii)            The Trustees shall proceed to wind up the affairs of the Trust and all of the powers of the Trustees under this Declaration shall continue until the affairs of the Trust shall have been wound up, including the power to fulfill or discharge the contracts of the Trust, collect its assets, sell, convey, assign, exchange, merge where the Trust is not the survivor, transfer or otherwise dispose of all or any part of the remaining Trust Property to one or more Persons at public or private sale for consideration which may consist in whole or in part in cash, securities or other property of any kind, discharge or pay its liabilities, and do all other acts appropriate to liquidate its business; provided that any sale, conveyance, assignment, exchange, merger in which the Trust is not the survivor, transfer or other disposition of all or substantially all the Trust Property of the Trust shall require approval of the principal terms of the transaction and the nature and amount of the consideration by Shareholders with the same vote as required to open-end the Trust.
 
 
 
14

 

 
                                (iii)    After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and refunding agreements, as they deem necessary for their protection, the Trustees may distribute the remaining Trust Property, in cash or in kind or partly each, among the Shareholders according to their respective rights.

          (b) After the winding up and termination of the Trust and distribution to the Shareholders as herein provided, a majority of the Trustees shall execute and lodge among the records of the Trust an instrument in writing setting forth the fact of such termination and shall execute and file a certificate of cancellation with the Secretary of State of the State of Delaware. Upon termination of the Trust, the Trustees shall thereupon be discharged from all further liabilities and duties hereunder, and the rights and interests of all Shareholders shall thereupon cease.

     11.3 Amendment Procedure.

(a) The Trustees may, without any Shareholder vote, amend or otherwise supplement this Declaration by making an amendment, a Declaration supplemental hereto or an amended and restated declaration; provided, that Shareholders shall have the right to vote on any amendment (i) that would affect the voting rights of Shareholders granted in Section 10.2, (ii) to this Section 11.3, (iii) as set forth in Section 11.6 or Section 11.7, (iv) required to be approved by Shareholders by law or by the Trust’s registration statement(s) filed with the Commission and (v) that is submitted to them by the Trustees in their sole discretion. Any amendment submitted to Shareholders that the Trustees determine would affect the Shareholders of any series or class shall be authorized by vote of the Shareholders of such series or class, and no vote shall be required of Shareholders of a series or class not affected. Notwithstanding anything else herein, any amendment to Article V that would have the effect of reducing the indemnification and other rights provided thereby to any indemnitee of the Trust or to Shareholders or former Shareholders, and any repeal or amendment of` this sentence, shall each require the affirmative vote of the holders of two-thirds of the outstanding Shares of the Trust entitled to vote thereon.
 
          (b) An amendment duly adopted by the requisite vote of the Board of Trustees and, if required, the Shareholders as aforesaid, shall become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or Shareholders, as the case may be. A certification in recordable form signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Trustees and, if required, the Shareholders as aforesaid, or a copy of the Declaration, as amended, in recordable form, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust or at such other time designated by the Board.
     Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first offering of Shares of the Trust shall have become effective, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.

     11.4 Reorganizations.

 (a) Notwithstanding anything else contained herein but subject to applicable federal and state law and except as provided in Section 11.7, the Trustees may, without any Shareholder vote or approval, only upon approval of not less than 80% of the Trustees and 80% of the Continuing Trustees:

 
(i) 
sell and convey all or substantially all of the assets of the Trust (or a segregated portfolio of assets thereof) to another entity that is a closed-end management company as defined in the 1940 Act for adequate consideration, which may include the assumption of all outstanding taxes and other liabilities, accrued or contingent, of the Trust and which may include shares of or interests in such entity;

 
(ii) 
at any time sell and convert into money all or substantially all of the assets of the Trust;
          
(iii) cause the Trust to merge or consolidate with or into, or be reorganized as, another trust, or a corporation, partnership, limited liability company, association or other organization, organized under the laws of Delaware or any other jurisdiction or a segregated portfolio of assets of any of the foregoing (each an “Entity”), if the surviving or resulting Entity is the Trust or another registered closed-end management company as defined in the 1940 Act (or a segregated portfolio of assets of such other management company);
 
 
 
15

 

 
                     (iv) cause the Trust to merge or consolidate with or into, or be reorganized as, a newly organized Entity in a transaction or series of transactions intended to qualify as a reorganization under Section 368(a)(1)(F) of the Code, or a successor provision;

                     (v) cause the Trust to incorporate under the laws of Delaware or any other jurisdiction; and/or

                     (vi) cause to be organized, or assist in organizing, an Entity to acquire all or part of the Trust Property or to carry on any business in which the Trust directly or indirectly has any interest and to sell, convey and transfer all or part of the Trust Property to any such Entity in exchange for shares or other equity securities thereof or otherwise and to lend money to, subscribe for the shares or other equity securities of and enter into any contracts with any such Entity.

          The Trustees shall provide written notice to affected Shareholders of any transaction described in this Section 11.4. The transactions described in this Section 11.4 may be effected through share-for-share exchanges, transfers or sales of assets, shareholder in-kind redemptions and purchases, exchange offers or any other method the Trustees approve.

          (b) Upon making reasonable provision for the payment of all known liabilities of the Trust as described in either subparagraph (i) or (ii) of Section 11.4(a), by such assumption or otherwise, the Trustees shall distribute the remaining proceeds or assets (as the case may be) ratably among the Shareholders of the Trust; however, the payment to any particular series or class may be reduced by any fees, expenses or charges allocated to that class. Upon completion of the distribution of the remaining proceeds or assets pursuant to subparagraph (i) or (ii) above, the Trust shall terminate as set forth in Section 11.2 and the Trustees and the Trust shall be discharged of any and all further liabilities and duties hereunder with respect thereto and the right, title and interest of all parties therein shall be canceled and discharged. Upon termination of the Trust as set forth in Section 11.2, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust’s certificate of trust to be filed in accordance with the Delaware Statutory Trust Act, which certificate of cancellation may be signed by any one Trustee.
          
(c) Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Trustees, and facsimile signatures conveyed by electronic or telecommunication means shall be valid. Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Statutory Trust Act, an agreement of merger, consolidation or sale of assets approved by the Trustees in accordance with this Section 11.4 may effect any amendment to the Declaration or effect the adoption of a new declaration of the Trust if it is the surviving or resulting trust in the merger or consolidation.

     11.5 Subsidiaries. Without approval by Shareholders, the Trustees may cause to be organized or assist in organizing one or more corporations, trusts, limited liability companies, partnerships, associations or other organizations to take over all of the Trust Property or to carry on any business in which the Trust shall directly or indirectly have any interest, and to sell, convey and transfer all or a portion of the Trust Property to any such corporation, trust, limited liability company, partnership, association or organization in exchange for the shares or securities thereof, or otherwise, and to lend money to, subscribe for the shares or securities of, and enter into any contracts with any such corporation, trust, limited liability company, partnership, association or organization, or any corporation, trust, limited liability company, partnership, association or organization in which the Trust holds or is about to acquire shares or any other interests.

     11.6 Conversion. Notwithstanding any other provisions of this Declaration or the By-Laws of the Trust, a favorable vote of a majority of the Trustees then in office followed by the favorable vote of the holders of not less than seventy-five percent (75%) of the Shares of each affected series or class outstanding, voting as separate series or classes, shall be required to approve, adopt or authorize an amendment to this Declaration that makes the Shares a “redeemable security” as that term is defined in the 1940 Act, unless such amendment has been approved by 80% of the Trustees and 80% of the Continuing Trustees, in which case approval by a Majority Shareholder Vote shall be required. Upon the adoption of a proposal to convert the Trust from a “closed-end company” to an “open-end company” as those terms are defined by the 1940 Act and the necessary amendments to this Declaration to permit such a conversion of the Trust’s outstanding Shares entitled to vote, the Trust shall, upon complying with any requirements of the 1940 Act and state law, become an “open-end” investment company. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of the Shares otherwise required by law, or any agreement between the Trust and any national securities exchange.
 
 
 
16

 

 
     11.7 Certain Transactions.

(a) Notwithstanding any other provision of this Declaration and subject to the exceptions provided in paragraph (d) of this Section 11.7, the types of transactions described in paragraph (c) of this Section 11.7 shall require the affirmative vote or consent of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than seventy-five percent (75%) of the Shares of each affected series or class outstanding, voting as separate series or classes, when a Principal Shareholder (as defined in paragraph (b) of this Section 11.7) is a party to the transaction. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of Shares otherwise required by law or by the terms of any series or class of preferred shares, whether now or hereafter authorized, or any agreement between the Trust and any national securities exchange.

                (b) The term “Principal Shareholder” shall mean any corporation, Person or other entity that is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of all outstanding classes and shall include any “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, of a Principal Shareholder. For the purposes of this Section 11.7, in addition to the Shares that a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) that it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) that are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its “affiliate” or “associate” has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or that is its “affiliate” or “associate,” and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares that may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

                (c) This Section 11.7 shall apply to the following transactions:
               
(i)            The merger or consolidation of the Trust or any subsidiary of the Trust with or into any Principal Shareholder.
               
(ii)            The issuance of any securities of the Trust to any Principal Shareholder for cash (other than pursuant to any automatic dividend reinvestment plan).
               
(iii)           The sale, lease or exchange of all or any substantial part of the assets of the Trust to any Principal Shareholder (except assets having an aggregate fair market value of less than 2% of the total assets of the Trust, aggregating for the purpose of such computation all assets sold, leased or exchanged in any series of similar transactions within a twelve-month period.)

                                (iv)           The sale, lease or exchange to the Trust or any subsidiary thereof, in exchange for securities of the Trust, of any assets of any Principal Shareholder (except assets having an aggregate fair market value of less than 2% of the total assets of the Trust, aggregating for the purposes of such computation all assets sold, leased or exchanged in any series of similar transactions within a twelve-month period).
 
 
 
17

 

 
          (d) The provisions of this Section 11.7 shall not be applicable to (i) any of the transactions described in paragraph (c) of this Section 11.7 if 80% of the Trustees and 80% of the Continuing Trustees shall by resolution have approved a memorandum of understanding with such Principal Shareholder with respect to and substantially consistent with such transaction, in which case approval by a Majority Shareholder Vote shall be the only vote of Shareholders required by this Section 11.7, or (ii) any such transaction with any entity of which a majority of the outstanding shares of all series and classes of a stock normally entitled to vote in elections of directors is owned of record or beneficially by the Trust and its subsidiaries.

          (e) The Board of Trustees shall have the power and duty to determine for the purposes of this Section 11.7 on the basis of information known to the Trust whether (i) a corporation, person or entity beneficially owns five percent (5%) or more of the outstanding Shares of any series or class, (ii) a corporation, person or entity is an “affiliate” or “associate” (as defined above) of another, (iii) the assets being acquired or leased to or by the Trust or any subsidiary thereof constitute a substantial part of the assets of the Trust and have an aggregate fair market value of less than 2% of the total assets of the Trust, and (iv) the memorandum of understanding referred to in paragraph (d) hereof is substantially consistent with the transaction covered thereby. Any such determination shall be conclusive and binding for all purposes of this Section 11.7.

ARTICLE XII