ROCHDALE INVESTMENT TRUST
497, 1999-10-07
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R O C H D A L E

     INVESTMENT TRUST




ROCHDALE MAGNA PORTFOLIO
ROCHDALE ALPHA PORTFOLIO
ROCHDALE ATLAS PORTFOLIO




PROSPECTUS
JULY 9, 1999
<PAGE>
                            ROCHDALE INVESTMENT TRUST

                            ROCHDALE MAGNA PORTFOLIO
                            ROCHDALE ALPHA PORTFOLIO
                            ROCHDALE ATLAS PORTFOLIO,
                       SERIES OF ROCHDALE INVESTMENT TRUST


Rochdale Magna Portfolio is a large-cap domestic equity fund.

Rochdale Alpha Portfolio is a small- to medium-cap domestic equity fund.

Rochdale Atlas Portfolio is a foreign equity fund.

Each Portfolio seeks to provide investors with long-term capital appreciation.

                                TABLE OF CONTENTS

An Overview of the Portfolios................................................  2
Fees and Expenses............................................................  5
Investment Objectives and Principal Investment Strategies....................  6
Principal Risks of Investing in the Portfolios............................... 10
Investment Advisor........................................................... 11
Shareholder Information...................................................... 11
Pricing of Portfolio Shares.................................................. 15
Dividends and Distributions.................................................. 15
Tax Consequences............................................................. 15
Distribution Arrangements.................................................... 15
Financial Highlights......................................................... 16

AS WITH ALL MUTUAL  FUNDS,  THE  SECURITIES  AND  EXCHANGE  COMMISSION  DOES NOT
APPROVE OR DISAPPROVE OF THESE SHARES OR DETERMINE  WHETHER THE  INFORMATION  IN
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.  IT IS A CRIMINAL OFFENSE FOR ANYONE TO
INFORM YOU OTHERWISE.

                   THE DATE OF THIS PROSPECTUS IS JULY 9, 1999
<PAGE>
                          AN OVERVIEW OF THE PORTFOLIOS

                            ROCHDALE MAGNA PORTFOLIO

INVESTMENT GOAL

The Portfolio seeks long-term capital appreciation.

INVESTMENT STRATEGIES

The Portfolio invests  primarily in equity securities of larger U.S.  companies.
The Portfolio  selects from the S&P 500 universe  approximately  50 attractively
valued companies that Rochdale  considers  industry leaders across both cyclical
and steady  growth  industry  groups.  As an enhanced  approach to broad  market
investing,  the  Portfolio  expects  over the long term to generate  incremental
returns  greater than the S&P 500,  although  there can be no assurance that the
Portfolio will do so.

PRINCIPAL RISKS

As with  all  funds,  there  is the  risk  that  you  could  lose  money on your
investment in the Portfolio.  For example,  the following risks could affect the
value of your investment:

*    The stock market goes down.
*    Interest rates rise, which can result in a decline in the equity market.
*    The market undervalues the stocks held by the Portfolio.
*    The stocks held by the Portfolio fail to grow their earnings.

WHO MAY WANT TO INVEST

The Portfolio may be appropriate for investors who:

*    Are pursuing a long-term investment goal.
*    Want to create a large company foundation for their equity portfolio.
*    Are seeking broad-based industry, sector, and market cycle exposure.
*    Are willing to accept swings in the value of their portfolio,  commensurate
     with that of the broad market,  with the offsetting  goal of earning higher
     long-term total return.

The Portfolio may not be appropriate for investors who:

*    Are pursuing a short-term goal.
*    Wish to have their equity allocation invested more aggressively, in smaller
     companies only.
*    Need regular income.

                                        2
<PAGE>
                            ROCHDALE ALPHA PORTFOLIO

INVESTMENT GOAL

The Portfolio seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The Portfolio  invests  primarily in equity  securities of small and medium-size
U.S.  companies.  Companies  are  selected  through  intensive  research and due
diligence,  with a focus on a company's fundamental  characteristics.  Companies
selected  are  expected to grow  earnings  at a rate above that of larger,  more
established companies, and therefore the Portfolio expects over the long term to
generate returns greater than that of the broad market, although there can be no
assurance that the Portfolio will do so. Commensurate with these higher expected
returns comes greater volatility.

PRINCIPAL RISKS

As with  all  funds,  there  is the  risk  that  you  could  lose  money on your
investment in the Portfolio.  For example,  the following risks could affect the
value of your investment:

*    The stock market goes down.
*    Interest rates rise, which can result in a decline in the equity market.
*    The market undervalues the stocks held by the Portfolio.
*    The stocks held by the Portfolio fail to grow their earnings.
*    The stocks held by the Portfolio exhibit  characteristics  typical of small
     companies.  Smaller  companies are typically  more volatile and less liquid
     than larger companies.

WHO MAY WANT TO INVEST

The Portfolio may be appropriate for investors who:

*    Are pursuing a long-term investment goal.
*    Want to diversify  their equity  portfolio and enhance return  potential by
     investing in small and medium-size companies.
*    Are  willing  to accept  swings in the  value of their  portfolio  with the
     offsetting goal of earning higher long-term total return.

The Portfolio may not be appropriate for investors who:

*    Are pursuing a short-term goal.
*    Need regular income.
*    Wish to have their equity allocation invested in large companies only.

                                        3
<PAGE>
                            ROCHDALE ATLAS PORTFOLIO

INVESTMENT GOAL

The Portfolio seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The  Portfolio  invests  primarily in equity  securities  of foreign  companies,
including those in emerging markets. In selecting  securities,  Rochdale focuses
on those countries that appear  attractively valued relative to other countries.
Rochdale then selects  securities to represent  each  selected  country's  broad
market.  The  Portfolio  invests a minimum of 40% of its assets in securities of
foreign developed  markets.  The Portfolio may also invest in options,  futures,
and  other  types  of  derivatives,  as  well  as  country  funds,  as a way  to
efficiently adjust its exposure to various securities, markets, and currencies.

PRINCIPAL RISKS

As with  all  funds,  there  is the  risk  that  you  could  lose  money on your
investment in the Portfolio.  For example,  the following risks could affect the
value of your investment:

*    The stock market goes down.
*    Interest rates rise, which can result in a decline in the equity market.
*    The market undervalues the stocks held by the Portfolio.
*    Adverse  developments occur in foreign markets.  These investments  involve
     greater risk,  including  currency  fluctuation  risk, which may affect the
     value of securities held by the Portfolio.
*    Derivatives  held by the  Portfolio  vary from  Rochdale's  expectation  of
     movements in securities, foreign exchange, and interest rate markets.

WHO MAY WANT TO INVEST

The Portfolio may be appropriate for investors who:

*    Are pursuing a long-term investment goal.
*    Want to diversify  their equity  portfolio and enhance return  potential by
     investing in foreign markets.
*    Are seeking access to world economic growth.
*    Are  willing  to accept  swings in the  value of their  portfolio  with the
     offsetting goal of earning higher long-term total return.

The Portfolio may not be appropriate for investors who:

*    Are pursuing a short-term goal.
*    Need regular income.
*    Wish to have their equity allocation invested in domestic stocks only.
*    Do not want to invest in emerging markets.

                                        4
<PAGE>
                                   PERFORMANCE

Because the  Portfolios  have been operating for less than a full calendar year,
no performance data is shown.

                                FEES AND EXPENSES

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolios.

<TABLE>
<CAPTION>
                                                     Rochdale Magna  Rochdale Alpha  Rochdale Atlas
                                                        Portfolio       Portfolio      Portfolio
                                                     --------------  --------------  --------------
<S>                                                  <C>             <C>             <C>
SHAREHOLDER FEES
(fees paid directly from your investment)

Maximum sales charge (load) imposed on
  purchases (as a percentage of offering price)....      None             None            None
Maximum deferred sales charge (load)
  (as a percentage of the lower of original
  purchase price or redemption proceeds) ..........      None             None            None
Redemption Fee (as a percentage of amount
  redeemed)* ......................................      2.00%            2.00%           2.00%

ANNUAL FUND OPERATING EXPENSES**
(expenses that are deducted from Portfolio assets)

Management Fees ...................................      1.00%            1.00%           1.00%
Distribution and Service (12b-1) Fees .............      0.25%            0.25%           0.25%
Other Expenses ....................................      1.25%            1.50%           1.75%
                                                         ----             ----            ----
Total Annual Fund Operating Expenses ..............      2.50%            2.75%           3.00%
                                                         ----             ----            ----

Fee Reduction and/or Expense Reimbursement ........      (0.75)%          (0.90)%         (1.05)%
                                                         ----             ----            ----

Net Expenses ......................................      1.75%            1.85%           1.95%
                                                         ====             ====            ====
</TABLE>

- ----------
* The  redemption  fee  applies  only to those  shares  that  you have  held for
eighteen months or less. The fee is payable to the Portfolios and is intended to
benefit the remaining shareholders by reducing the costs of short-term trading.

** Other  expenses  have been  estimated  for the first full  fiscal year of the
Portfolios.  Rochdale  has  contractually  agreed to reduce its fees  and/or pay
expenses  for  each  Portfolio's  total  annual  operating  expenses  (excluding
interest  and taxes) to the net  expense  amounts  shown.  This  contract  has a
one-year term, renewable annually.

EXAMPLE

This  Example is  intended to help you  compare  the costs of  investing  in the
Portfolios with the cost of investing in other mutual funds.

The Example  assumes that you invest $10,000 in a Portfolio for the time periods
indicated,  that  your  investment  has a 5%  return  each  year  and  that  the
Portfolio's  operating  expenses  remain the same.  This Example uses net annual
operating  expenses  for the first year and total  operating  expenses for three
years.  Assuming the Advisor continues to reimburse the Portfolios,  your actual
expenses  could be lower.  Although  your  actual  costs may be higher or lower,
under the assumptions, your costs would be:

                                        5
<PAGE>
                                  Rochdale Magna  Rochdale Alpha  Rochdale Atlas
                                     Portfolio       Portfolio       Portfolio
                                  --------------  --------------  --------------

If you redeem your shares:
One Year ........................       $378            $388            $398
Three Years .....................       $779            $582            $927

If you do not redeem your shares:
One Year ........................       $178            $188            $198
Three Years .....................       $779            $582            $927


            INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES

                            ROCHDALE MAGNA PORTFOLIO

INVESTMENT OBJECTIVE

The Rochdale Magna Portfolio seeks long-term capital appreciation.

INVESTMENT PHILOSOPHY

Through investment in select large, leading U.S. companies across a wide variety
of  industries,   the  Portfolio  attempts  to  realize   attractive   long-term
performance relative to the S&P 500 universe as a whole.

The Portfolio  takes an enhanced  approach to broad market  investing.  Rochdale
believes that exposure to the most attractive companies within both the cyclical
and steady growth industries provides the best opportunity for long-term capital
appreciation in the large company asset class. In the shorter term, the market's
preference for either industry group fluctuates.  Longer-term  investors require
effective  exposure to a wide variety of economic  sectors in both  cyclical and
steady growth industry groups.

INVESTMENT STRATEGY

Companies are  considered  cyclical or steady growth based on specific  industry
characteristics.  Cyclical  growth  companies  experience  greater  fluctuations
related to the economy,  while steady growth  companies  are less  influenced by
economic cycles.

Rochdale employs two distinct  proprietary  fundamental  methodologies to select
companies from the cyclical and steady growth industry  groups.  The fundamental
measures  predictive  of superior  performing  companies  differ  between  these
industry groups. Steady growth companies are evaluated on earnings growth, price
momentum,  and analyst sentiment.  Cyclical growth companies are evaluated based
on their  ability to generate cash flow growth and their price  momentum,  which
helps identify those companies most likely to achieve earlier market recognition
for their growth.

Rochdale's  sensitivity  to the  different  predictors  between the cyclical and
steady  growth  industries  leads  the  Portfolio  to  invest  in only  the most
attractive  companies from these industry groups. The leading companies that are
selected from these two universes are screened further for their appropriateness
in light of expected economic and market conditions.  The companies selected are
then subject to the process of portfolio optimization, a sophisticated technique
used to achieve broad economic sector diversification and managed variability in
line with the characteristics of the S&P 500.

The Portfolio invests primarily in equity securities of U.S. companies that have
a market  capitalization  in excess of $1 billion.  The  companies  selected for
investment generally will have characteristics  similar to companies included in

                                        6
<PAGE>
the S&P 500 Index universe.  Investments in common stock are emphasized, but the
Portfolio  may also buy other types of equity  securities,  including  preferred
stocks, convertible securities, or warrants.

Although not principal investment  strategies,  the Portfolio may also invest in
smaller  companies  and in  foreign  securities,  including  those  of  emerging
markets,  as well as sell  securities  short,  use  derivative  instruments  and
related investment techniques to hedge equity exposure,  for investment gain, or
for other purposes  considered  appropriate by Rochdale to meet the  Portfolio's
investment goal. Although the Portfolio is diversified, at times, as a result of
the Portfolio's strategy or due to price volatility, the Portfolio may have more
than 5% of its assets invested in a single issuer.

Under normal  conditions,  the Portfolio  will stay fully invested in accordance
with its investment strategy. However, the Portfolio may temporarily depart from
its principal  investment  strategies by making  short-term  investments in cash
equivalents in response to adverse market,  economic,  or political  conditions.
This may result in the Portfolio not achieving its investment objective.

Rochdale continuously monitors the fundamentals and business performance of each
company and will replace a company whose  fundamentals  change materially with a
more attractive company.  Under normal market conditions,  portfolio turnover is
not  expected  to  exceed  50%.  This  should  result  in  the  realization  and
distribution to  shareholders of lower capital gains,  which would be considered
tax  efficient.  Less frequent  trading also leads to lower  transaction  costs,
which could contribute to performance.

                            ROCHDALE ALPHA PORTFOLIO

INVESTMENT OBJECTIVE

The Rochdale Alpha Portfolio seeks long-term capital appreciation.

INVESTMENT PHILOSOPHY

Through  investment  in select small and  medium-size  companies,  the Portfolio
attempts to capture the higher returns associated with  faster-growing,  smaller
companies in prospering economic sectors.

Long-term  investment  success  in  small  and  medium-size  companies  requires
intensive research and due diligence,  as well as investor patience to realize a
company's growth potential. Rochdale's approach to small and medium-size company
research involves  comprehensive  analysis of each company,  including  earnings
growth, management interviews, and valuation.

INVESTMENT STRATEGY

Rochdale  uses  information  from a variety  of  sources -  including  financial
statements,  industry studies, and discussions with company management and their
competitors,  suppliers,  and  customers - to assess the prospects for growth in
revenue and earnings, as well as potential stock price appreciation.

Each  company  selected  for  investment  is subject to  Rochdale's  proprietary
research process.  Rochdale evaluates key company and industry attributes within
eight categories,  including business dynamics,  operational practices, earnings
growth,  operating  environment,   revenue  growth,  balance  sheet,  management
quality,  and valuation.  For those companies that meet  Rochdale's  fundamental

                                        7
<PAGE>
criteria,  Rochdale  develops  proprietary  financial  models to  determine  the
valuation  level  at which it  considers  the  stock  attractively  priced.  The
qualities that Rochdale looks for include:

*    fundamentally strong business
*    sustainable competitive advantage
*    above-average industry growth
*    experienced management
*    growing earnings
*    attractive valuation

The Portfolio invests primarily in equity securities of U.S. companies that have
a market  capitalization  less than $10  billion.  The  companies  selected  for
investment generally will have characteristics  similar to companies included in
the S&P MidCap 400 and S&P SmallCap 600 Indices universe. Although not principal
investment strategies,  the Portfolio may also invest in larger companies and in
foreign  securities,  including  those  of  emerging  markets,  as  well as sell
securities short, use derivative  instruments and related investment  techniques
to hedge equity exposure,  for investment gain, or for other purposes considered
appropriate by Rochdale to meet the Portfolio's  investment  goal.  Although the
Portfolio is diversified,  at times, as a result of the Portfolio's  strategy or
due to price  volatility,  the  Portfolio  may have more  than 5% of its  assets
invested in a single issuer.

Under normal  conditions,  the Portfolio  will stay fully invested in accordance
with its investment strategy. However, the Portfolio may temporarily depart from
its principal  investment  strategies by making  short-term  investments in cash
equivalents in response to adverse market,  economic,  or political  conditions.
This may result in the Portfolio not achieving its investment objective.

Once purchased, companies are monitored for changes in their fundamentals and in
industry conditions. The Portfolio will continue to own a company as long as its
revenue and earnings  growth  continue in line with  expectations,  valuation is
attractive,  and industry trends remain  favorable.  It is anticipated  that the
Portfolio's turnover will not exceed 150%, consistent with similar smaller stock
investment  strategies.  A higher  portfolio  turnover  rate  (100% or more) can
result in higher transaction costs and higher tax liability.

                            ROCHDALE ATLAS PORTFOLIO

INVESTMENT OBJECTIVE

The Rochdale Atlas Portfolio seeks long-term capital appreciation.

INVESTMENT PHILOSOPHY

Through  investment  in  blue-chip  foreign  companies of select  developed  and
emerging  foreign  markets,   the  Portfolio   attempts  to  achieve   long-term
performance in excess of broad world markets.

The Portfolio  has a unique  approach to investing  internationally.  Rochdale's
research focuses on country  selection,  which empirical studies  demonstrate is
the key to earning competitive  international  returns. The Portfolio invests in
leading  companies  selected  from only those  foreign  developed  and  emerging
markets Rochdale  identifies as most attractive,  based on measures of valuation
and economic  growth.  Such selectivity  creates a greater  potential for higher
returns as compared to investing across many markets.

                                        8
<PAGE>
INVESTMENT STRATEGY

Rochdale uses its  proprietary  country  analysis  methodology,  analyzing  each
country's aggregate  macroeconomic,  company  fundamental,  and market sentiment
measures,  to determine which foreign markets are likely to generate the highest
returns. The foreign markets most worthy of investment have:

*    higher forecasted GDP
*    lower valuation relative to growth
*    higher equity risk premiums
*    higher current account relative to GDP
*    positive analyst sentiment

After identifying  those countries worthy of investment,  Rochdale uses a global
equity optimization process to invest in each country's leading companies across
the industries  driving  economic  growth.  This  sophisticated  process enables
Rochdale to develop a portfolio that captures  substantially all of the combined
top-ranked  countries'  stock market  movements  with only a few  companies  per
selected  country.  The  Portfolio  invests in the  blue-chip  companies in each
country.  Each company must meet  Rochdale's  standards  for market and industry
representation,  financial condition, credit rating, and liquidity. A minimum of
40% is invested in developed markets.

The  Portfolio  invests  primarily in equity  securities  of  foreign-domiciled,
publicly traded companies  worldwide.  Equity securities  include common stocks,
Depositary Receipts,  warrants,  convertible bonds, debentures,  and convertible
preferred  stocks. In general,  countries and companies  eligible for investment
are those included in the Dow Jones World Index, excluding the U.S.

Depending on the circumstances and opportunities that might arise, and given the
volatile  nature of  foreign  markets,  the  Portfolio  may use  country  funds,
futures,  derivative  instruments,  or other securities as deemed appropriate by
Rochdale in seeking to maximize the efficiency of its country  selection process
or hedge equity or currency exposure. An investment in an underlying mutual fund
will  involve  payment by the  Portfolio  of its pro rata share of advisory  and
administrative  fees  charged by such  country  fund.  Although  not a principal
investment strategy,  the Portfolio may also sell securities short. Although the
Portfolio is diversified,  at times, as a result of the Portfolio's  strategy or
due to price  volatility,  the  Portfolio  may have more  than 5% of its  assets
invested in a single issuer.

The Portfolio  intends to be fully  invested in accordance  with its  investment
strategy.  However,  the  Portfolio  may  temporarily  depart from its principal
investment  strategies by making  short-term  investments in cash equivalents in
response to adverse market,  economic, or political conditions.  This may result
in the Portfolio not achieving its investment objective.

The Portfolio sells a holding if another company  provides more suitable country
representation or if a country is no longer an attractive investment. Due to the
longer-term  nature of the country and stock selection  criteria,  the Portfolio
expects to have a turnover  rate of less than 100%. A lower  portfolio  turnover
rate should result in the realization and  distribution to shareholders of lower
capital gains and lower  resultant  tax  liability.  Less frequent  trading also
leads to lower transaction costs, which could contribute to performance.

                                        9
<PAGE>
                 PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIOS

The principal risks of investing in the Portfolios  that may adversely  affect a
Portfolio's  net asset value or total return are discussed above in "An Overview
of the Portfolios." These risks are discussed in more detail below.

MARKET RISK.  The risk that the market value of a security may move up and down,
sometimes rapidly and unpredictably.  These fluctuations may cause a security to
be worth less than the price  originally  paid for it, or less than it was worth
at an earlier time.  Market risk may affect a single issuer,  industry or sector
of the economy, or the market as a whole.

SMALL AND MEDIUM-SIZE COMPANIES RISK. Although each of the Portfolios may invest
in the  securities  of small  and  medium-size  companies,  the  Rochdale  Alpha
Portfolio  will  concentrate  its  investments  in these  types  of  securities.
Investing in  securities  of small- and  mid-capitalization  companies  involves
greater risk than investing in larger companies,  because small companies can be
subject to more abrupt or erratic share price changes than can larger companies.
Smaller  companies  typically  have more  limited  product  lines,  markets,  or
financial resources than larger companies, and their management may be dependent
on a limited number of key individuals.  Small companies may have limited market
liquidity,  and their prices may be more volatile.  These risks are greater when
investing in the securities of newer small companies. As a result, small company
stocks,  and therefore a Portfolio,  may fluctuate  significantly  more in value
than will larger company stocks and mutual funds that focus on them.

FOREIGN  SECURITIES RISK.  Although each of the Portfolios may invest in foreign
securities, the Rochdale Atlas Portfolio will concentrate its investments in the
securities  of foreign  companies.  The risk of investing in the  securities  of
foreign  companies is greater than the risk of investing in domestic  companies.
Some of these risks include: (1) unfavorable changes in currency exchange rates,
(2) economic and political instability, (3) less publicly available information,
(4)  less  strict  auditing  and  financial  reporting  requirements,  (5)  less
governmental  supervision  and  regulation  of  securities  markets,  (6) higher
transaction  costs,  and  (7)  greater  possibility  of not  being  able to sell
securities on a timely basis.  These risks are more pronounced when investing in
foreign securities in emerging markets.

DERIVATIVES  RISK. The use of derivative  instruments  involves risks  different
from,  or  greater  than,  the  risks  associated  with  investing  directly  in
securities and other more traditional investments.  Derivatives are subject to a
number of risks  described  elsewhere in this  section,  including  market risk,
liquidity  risk,  and the credit  risk of the  counterparty  to the  derivatives
contract.  Since their value is  calculated  and derived from the value of other
assets,  instruments or references,  there is greater risk that derivatives will
be  improperly  valued.  Derivatives  also  involve the risk that changes in the
value of the derivative may not correlate perfectly with relevant assets,  rates
or indices they are designed to hedge or to closely track.

Specific risks associated with the use of derivatives include:

CREDIT AND  COUNTERPARTY  RISK.  If the issuer of, or the  counterparty  to, the
derivative does not make timely  principal,  interest or other payment when due,
or  otherwise  fulfill  its  obligations,  a  Portfolio  could lose money on its
investment.  A  Portfolio  is exposed to credit  risk,  especially  when it uses
over-the-counter  derivatives  (such  as  swap  contracts)  or it  engages  to a
significant  extent in the lending of Portfolio  securities or use of repurchase
agreements.

LIQUIDITY RISK. Liquidity risk exists when particular  investments are difficult
to purchase or sell due to a limited market or to legal restrictions,  such that
a Portfolio may be prevented from selling particular  securities at the price at
which a Portfolio values them.

MANAGEMENT  RISK.  The  Advisor  may fail to use  derivatives  effectively.  For
example,  the Advisor may choose to hedge or not to hedge at inopportune  times.
This will  adversely  affect the  Portfolios'  performance.

                                       10
<PAGE>
YEAR 2000 RISK.  The  Portfolios  could be  adversely  affected if the  computer
systems used by the Advisor and other service  providers do not properly process
and calculate  information  related to dates beginning  January 1, 2000. This is
commonly known as the "Y2K  Problem."  This situation may negatively  affect the
companies in which the  Portfolios  invest and, by  extension,  the value of the
Portfolios' shares.  Although the Portfolios' service providers are taking steps
to address this issue,  there may still be some risk of adverse effects.  To the
extent  the  Portfolios  invest in  foreign  companies,  there will be a greater
degree of Y2K Problem  risk,  because  foreign  countries are not as advanced in
dealing with this issue as is the U.S.

                               INVESTMENT ADVISOR

Rochdale Investment Management Inc. is the investment advisor to the Portfolios.
Rochdale is located at 570 Lexington Avenue,  New York, NY 10022-6837.  Rochdale
currently   manages  assets  of  more  than  $700  million  for  individual  and
institutional  investors.   Rochdale  provides  advice  on  buying  and  selling
securities. Rochdale also furnishes the Portfolios with office space and certain
administrative  services  and  provides  most  of the  personnel  needed  by the
Portfolios.  For its services, each Portfolio pays Rochdale a monthly management
fee based  upon the  average  daily net assets of the  Portfolio  at the rate of
1.00% annually.

PORTFOLIO MANAGERS

Mr.  Carl  Acebes  and Mr.  Garrett  R.  D'Alessandro  are  responsible  for the
day-to-day management of the Portfolios. Mr. Acebes has been Rochdale's Chairman
and Chief Investment Officer since its founding.  Mr. D'Alessandro is Rochdale's
President, Chief Executive Officer, and Director of Research, and is a Chartered
Financial Analyst. Mr. D'Alessandro joined Rochdale in 1986.

PORTFOLIO EXPENSES

Each  Portfolio is  responsible  for its own  operating  expenses.  Rochdale has
contractually agreed to reduce its fees and/or pay expenses of the Portfolios to
ensure that each  Portfolio's  aggregate annual  operating  expenses  (excluding
interest and tax  expenses)  will not exceed the limits set forth in the Expense
Table. Any reduction in advisory fees or payment of expenses made by Rochdale is
subject to reimbursement by the Portfolio if requested by Rochdale in subsequent
fiscal years.  Rochdale may request this  reimbursement  if the aggregate amount
actually  paid by a Portfolio  toward  operating  expenses  for such fiscal year
(taking  into  account  the  reimbursements)  does  not  exceed  the  applicable
limitation on Portfolio expenses. Rochdale is permitted to be reimbursed for fee
reductions and/or expense payments made in the prior three fiscal years.  (After
startup, each Portfolio is permitted to look for longer periods of four and five
years.) The Trustees will review any such reimbursement. Each Portfolio must pay
its  current  ordinary  operating  expenses  before  Rochdale is entitled to any
reimbursement of fees and/or expenses.

                             SHAREHOLDER INFORMATION

HOW TO BUY SHARES

You may open a Portfolio account with $10,000.  You may make add to your account
at any  time  with  investments  of at  least  $5,000.  The  minimum  investment
requirements may be waived from time to time at the Advisor's discretion.

INVESTMENT  ADVISORY CLIENTS OF ROCHDALE SHOULD CONTACT THEIR FINANCIAL  ADVISOR
OR ROCHDALE DIRECTLY FOR INVESTMENT INSTRUCTIONS.

There are several  ways to purchase  shares of the  Portfolios.  An  Application
Form, which  accompanies this Prospectus,  is used if you send money directly to
the  Portfolios  by mail or by  wire.  To open an  account  by  wire,  to open a

                                       11
<PAGE>
retirement plan account, or to purchase shares by overnight mail, or if you have
questions  about how to invest or about how to complete  the  Application  Form,
please  call  Rochdale  at  (212)  702-3500.  You may  also  buy  shares  of the
Portfolios  through your financial  representative.  After your account is open,
you may add to it at any time.

You may  send  money  for  investment  by mail.  If you are  making  an  initial
investment  in a  Portfolio,  complete the  Application  Form and mail it with a
check (made payable to Rochdale Magna Portfolio,  Rochdale Alpha  Portfolio,  or
Rochdale Atlas Portfolio) to the following address:

Rochdale Magna Portfolio    OR
Rochdale Alpha Portfolio    OR
Rochdale Atlas Portfolio
State Street Bank
P.O. Box 1978
Boston, MA 02105-1978

If you wish to send your check via an  overnight  delivery  service,  you should
call Rochdale at (212) 702-3500 for instructions.

You may add to your  account  by  mailing  the  stub  attached  to your  account
statement,  together with your check made payable to Rochdale  Magna  Portfolio,
Rochdale  Alpha  Portfolio,  or Rochdale Atlas  Portfolio,  to the address noted
above. Your account number should be written on your check.

INVESTMENT  ADVISORY CLIENTS OF ROCHDALE SHOULD CONTACT THEIR FINANCIAL  ADVISOR
OR ROCHDALE DIRECTLY REGARDING SUBSEQUENT INVESTMENTS.

You may purchase  shares of the  Portfolios by tendering  payment in the form of
shares  of stock,  bonds,  or other  securities.  You may do this  provided  the
security  being  offered  for  the  purchase  of  Portfolio  shares  is  readily
marketable,  its  acquisition  is  consistent  with the  Portfolio's  investment
objective, and the Advisor, at its discretion, finds it acceptable.

You may wire money to the Portfolios. If you are making an initial investment in
a  Portfolio,  you should call (212)  702-3500  between 9:00 a.m. and 4:00 p.m.,
Eastern  time,  on a day when the New York Stock  Exchange  ("NYSE") is open for
trading,  in order to receive an account  number.  It is  important  to call and
receive this account number,  because if your wire is sent without it or without
the name of the Portfolio, there may be a delay in investing the money you wire.
You should notify the  Portfolios  before making any wire  transfer.  You should
then ask your bank to wire money to:

     State Street Bank
     ABA Routing Number: 01 1000028, for credit to
     Rochdale Alpha Portfolio, DDA #58407768                 OR
     Rochdale Atlas Portfolio, DDA #58407768                 OR
     Rochdale Magna Portfolio, DDA #58407768
     for further credit to [your name and account number]

You  should  advise  your bank to  include  the name of the  Portfolio  and your
account number with the wire.  Your bank may charge you a fee for sending a wire
to the Portfolios.

You may buy and sell shares of the Portfolios through certain brokers (and their
agents) that have made  arrangements  with the  Portfolios to sell their shares.
When you place your order with such a broker or its authorized agent, your order
is treated as if you had placed it directly with the Portfolios' Transfer Agent,
and you will pay or receive  the next price  calculated  by the  Portfolio.  The
broker (or agent)  holds your shares in an omnibus  account in the  broker's (or
agent's) name, and the broker (or agent)  maintains  your  individual  ownership
records.  The Portfolios may pay the broker (or its agent) for maintaining these
records as well as  providing  other  shareholder  services.  The broker (or its
agent) may charge you a fee for  handling  your order.  The broker (or agent) is

                                       12
<PAGE>
responsible  for  processing  your order  correctly  and  promptly,  keeping you
advised  regarding  the  status  of your  individual  account,  confirming  your
transactions,   and  ensuring  that  you  receive  copies  of  the   Portfolios'
prospectus.

AUTOMATIC INVESTMENT PLAN

For your convenience,  the Portfolios offer an Automatic  Investment Plan. Under
this Plan,  after your  initial  investment,  you  authorize  the  Portfolio  to
withdraw from your personal  checking account each month an amount that you wish
to invest,  which must be at least  $1,000.  If you wish to enroll in this Plan,
please contact the Distributor for an application.  The Portfolios may terminate
or  modify  this  privilege  at any  time.  You  may  elect  to  terminate  your
participation  in the  Plan at any  time by  notifying  the  Transfer  Agent  in
writing. The Transfer Agent must receive your termination letter sufficiently in
advance of the next scheduled withdrawal.

RETIREMENT PLANS

The Portfolios offer Individual  Retirement  Account ("IRA") and Roth IRA plans.
You may obtain  information  about  opening an IRA  account  by  contacting  the
Distributor. If you wish to open another type of retirement plan, please contact
your securities dealer.

HOW TO EXCHANGE SHARES

INVESTMENT  ADVISORY CLIENTS OF ROCHDALE SHOULD CONTRACT THEIR FINANCIAL ADVISOR
OR ROCHDALE DIRECTLY FOR INSTRUCTIONS ON HOW TO EXCHANGE SHARES.

You may exchange your Portfolio shares for shares of any other Portfolio offered
by this Prospectus on any day the Portfolios and the NYSE are open for business.
Your exchange of shares is  considered a taxable event for you. In addition,  an
exchange  of shares  held less than 18 months is subject  to a 2.00%  redemption
fee.

You may exchange your shares by sending a written request to the Portfolios. You
should give your account  number and the number of shares or dollar amount to be
exchanged.  The letter should be signed by all of the  shareholders  whose names
appear in the account registration.

If your account has telephone  privileges,  you may also exchange your shares by
calling  (212)  702-3500  between the hours of 9:00 a.m. and 4:00 p.m.  (Eastern
time). If you are exchanging shares by telephone, you will be subject to certain
identification procedures which are listed below under "How to Sell Shares." The
Portfolios  may modify,  restrict,  or terminate  the exchange  privilege at any
time.

HOW TO SELL SHARES

INVESTMENT  ADVISORY CLIENTS OF ROCHDALE SHOULD CONTACT THEIR FINANCIAL  ADVISOR
OR ROCHDALE DIRECTLY FOR INSTRUCTIONS ON HOW TO REDEEM SHARES.

You may sell  (redeem)  your  Portfolio  shares on any day the Portfolio and the
NYSE are open for  business  either  directly to the  Portfolio  or through your
investment  representative.  You  will  pay a  2.00%  redemption  fee if you are
redeeming  shares that you  purchased in the past eighteen  months.  This fee is
paid to the Portfolio. The Portfolios impose a redemption fee in order to reduce
the  transaction  costs  and  tax  effects  of a  short-term  investment  in the
Portfolios.

REDEMPTIONS BY MAIL

You may redeem your shares by sending a written request to the  Portfolios.  You
should give your account  number and state  whether you want all or some of your
shares redeemed.  The letter should be signed by all of the  shareholders  whose
names  appear in the  account  registration.  You  should  send your  redemption
request to the Portfolios at the following address:

                                       13
<PAGE>
Rochdale Magna Portfolio     OR
Rochdale Alpha Portfolio     OR
Rochdale Atlas Portfolio
State Street Bank
P.O. Box 1978
Boston, MA 02105-1978

REDEMPTIONS BY TELEPHONE

If you have  completed  the  Redemption  by  Telephone  portion  of the  Account
Application,  you may redeem  some or all of your shares by  telephone.  You may
redeem by calling  Rochdale at (212) 702-3500 between the hours of 9:00 a.m. and
4:00 p.m., Eastern time.  Redemption proceeds will be mailed to the address that
appears  on the  Transfer  Agent's  records.  You may  also  request  that  your
redemption  proceeds be wired to a  predesignated  bank. The minimum amount that
may be wired is  $1,000.  Wire  charges,  if any,  will be  deducted  from  your
redemption  proceeds.  Telephone  redemptions  cannot be made if you  notify the
Transfer  Agent of a change of  address  within 30 days  before  the  redemption
request. You may not use the telephone redemption for retirement accounts.

When you establish telephone privileges,  you are authorizing the Portfolios and
their  Transfer  Agent to act upon the telephone  instructions  of the person or
persons  you have  designated  in your  Account  Application.  Such  persons may
request that the shares in your  account be  exchanged  or redeemed.  Redemption
proceeds  will be  transferred  to the bank account you have  designated on your
Account Application.

Before  executing an instruction  received by telephone,  the Portfolios and the
Transfer Agent may use procedures to confirm that the telephone instructions are
genuine.  These procedures will include  recording the telephone call and asking
the caller for a form of  personal  identification.  If the  Portfolios  and the
Transfer  Agent follow these  procedures,  they will not be liable for any loss,
expense,  or cost arising out of any telephone  redemption  or exchange  request
that is  reasonably  believed to be genuine.  This  includes any  fraudulent  or
unauthorized request.

You may request telephone redemption  privileges after your account is opened by
contacting the  Distributor for an  authorization  form. You will be required to
submit the completed authorization form with a signature guarantee.

You may have  difficulties  in making a telephone  redemption  during periods of
abnormal market activity.  If this occurs,  you may make your redemption request
in writing.

Payment of your  redemption  proceeds will be made promptly,  but not later than
seven days after receipt of your written  request in proper form. If you request
a redemption in writing,  your request must have a signature  guarantee attached
if the amount to be redeemed exceeds $5,000. Other documentation may be required
for  certain  types of  accounts.  If you did not  purchase  your  shares with a
certified  check or wire, the  Portfolios  may delay payment of your  redemption
proceeds  up to 15 days  from  the date of  purchase  or until  your  check  has
cleared, whichever occurs first.

Each  Portfolio  may  redeem  the  shares in your  account  if the value of your
account is less than $5,000 as a result of redemptions  you have made. This does
not apply to  retirement  plan or  Uniform  Gifts or  Transfers  to  Minors  Act
accounts.  You will be  notified  that the  value of your  account  is less than
$5,000 before the Portfolio makes an involuntary redemption.  You will then have
30 days in which to make an  additional  investment  to bring  the value of your
account to at least $5,000 before the Portfolio takes any action.

The Portfolios have the right to pay redemption  proceeds in whole or in part by
a distribution  of securities  from its  portfolio.  It is not expected that the
Portfolios would do so except in unusual circumstances.

                                       14
<PAGE>
                          PRICING OF PORTFOLIO SHARES

The  price of each  Portfolio's  shares  is based on the  Portfolio's  net asset
value.  The net asset value of the Portfolio's  shares is determined by dividing
the  Portfolio's  assets,  minus  its  liabilities,  by  the  number  of  shares
outstanding. The Portfolio's assets are the market value of securities it holds,
plus  any  cash and  other  assets.  The  Portfolio's  liabilities  are fees and
expenses it owes.  The number of Portfolio  shares  outstanding is the amount of
shares  that have been  issued  to  shareholders.  The price you will pay to buy
Portfolio  shares or the amount you will  receive  when you sell your  Portfolio
shares is based on the net asset  value  next  calculated  after  your  order is
received by the Transfer  Agent with  complete  information  and meeting all the
requirements discussed in this Prospectus.

The net asset value of each Portfolio's  shares is determined as of the close of
regular trading on the NYSE. This is normally 4:00 p.m., Eastern time. Portfolio
shares will not be priced on days that the NYSE is closed for trading (including
certain U.S. holidays).

                           DIVIDENDS AND DISTRIBUTIONS

The Portfolios will make  distributions  of dividends and capital gains, if any,
annually,  usually on or about  December  31.  Distributions  are  automatically
reinvested in shares of the Portfolio  making the  distribution.  If you wish to
receive your  distributions  in cash,  contact Rochdale at (212) 702-3500 before
the payment of the distribution.

                                TAX CONSEQUENCES

Dividends  are  taxable to you as ordinary  income.  The rate you pay on capital
gain  distributions  will depend on how long the Portfolio  held the  securities
that generated the gains, not on how long you owned your Portfolio  shares.  You
will be taxed in the same manner  whether you receive your dividends and capital
gain distributions in cash or reinvest them in additional Portfolio shares.

If you sell or exchange your Portfolio  shares, it is considered a taxable event
for you.  Depending on the  purchase  price and the sale price of the shares you
sell or  exchange,  you may  have a gain or a loss on the  transaction.  You are
responsible for any tax liabilities generated by your transaction.

                            DISTRIBUTION ARRANGEMENTS

The  Portfolios  have adopted a  distribution  plan under Rule 12b-1.  This rule
allows the Portfolios to pay distribution  fees for the sale and distribution of
their shares and for services provided to their  shareholders.  The distribution
and service fee is at an annual rate of 0.25% of each Portfolio's  average daily
net assets, which is payable to the Advisor, as Distributor.  Because these fees
are paid out of a Portfolio's  assets on an ongoing basis,  over time these fees
will  increase  the cost of your  investment  and may cost you more than  paying
other  types  of  sales  charges.  The  Advisor  does  not  expect  to  charge a
distribution fee during the Portfolios' first year of operations.

                                       15
<PAGE>
                              FINANCIAL HIGHLIGHTS

The tables below show the  performance of the Rochdale  Magna  Portfolio and the
Rochdale Atlas  Portfolio  during their past fiscal  period.  The Rochdale Alpha
Portfolio  commenced  operations  on  June 1,  1999,  and,  accordingly,  has no
financial  information to report.  "Total return" shows how much your investment
in a Portfolio  would have increased or decreased  during that period,  assuming
you have reinvested all dividends and  distributions.  This information has been
audited by Tait, Weller & Baker, Independent Certified Public Accountants. Their
reports and the  Portfolios'  financial  statements  are  included in the Annual
Report, which is available upon request.

<TABLE>
<CAPTION>
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT THE PERIOD
- ------------------------------------------------------------------------------------------
                                                           ROCHDALE       ROCHDALE
                                                            MAGNA          ATLAS
                                                          PORTFOLIO      PORTFOLIO
                                                     -------------------------------------
                                                     June 29, 1998* through March 31, 1999
- ------------------------------------------------------------------------------------------
<S>                                                         <C>            <C>
Net asset value, beginning of period ..............         $25.00         $25.00
                                                            ------         ------
Income from investment operations:
  Net investment loss .............................          (0.02)            --
  Net realized and unrealized gain ................           4.30           5.52
                                                            ------         ------

Total from investment operations ..................           4.30           5.52
                                                            ------         ------

Net asset value, end of period ....................         $29.28         $30.52
                                                            ======         ======

Total return ......................................          17.12%**       20.08%***

Ratios/supplemental data:
  Net assets, end of period (millions) ............         $  8.1         $ 10.1

Portfolio turnover rate ...........................          47.81%         22.90%

Ratio of expenses to average net assets:
  Before expense reimbursement and waivers ........           6.19%++        7.79%++
  After expense reimbursement and waivers .........           1.60%++        1.61%++
Ratio of net investment loss to average net assets:
  Before expense reimbursement and waivers ........          (4.88%)++      (6.26%)++
  After expense reimbursement and waivers .........          (0.29%)++      (0.08%)++
</TABLE>

* Inception of Portfolios.
** Commencement of investment operations, October 23, 1998.
*** Commencement of investment operations, October 2, 1998.
++ Annualized.

                                       16
<PAGE>
                                     ADVISOR
                       Rochdale Investment Management Inc.
                              570 Lexington Avenue
                          New York, New York 10022-6837
                                 (212) 702-3500
                                       --
                                   DISTRIBUTOR
                       Rochdale Investment Management Inc.
                              570 Lexington Avenue
                          New York, New York 10022-6837
                                 (212) 702-3500
                                       --
                          CUSTODIAN AND TRANSFER AGENT
                            State Street Bank & Trust
                               1776 Heritage Drive
                        North Quincy, Massachusetts 02171
                                       --
                                    AUDITORS
                              Tait, Weller & Baker
                            8 Penn Center, Suite 800
                        Philadelphia, Pennsylvania 19103
                                       --
                                  LEGAL COUNSEL
                      Paul, Hastings, Janofsky & Walker LLP
                        345 California Street, 29th Floor
                         San Francisco, California 94104
<PAGE>
ROCHDALE INVESTMENT TRUST
570 Lexington Avenue
New York, NY 10022-6837
800-245-9888
www.rochdale.com

You  can  discuss  your  questions  about  the  Portfolios,  and  request  other
information,  including Statement of Additional Information (SAI), Annual Report
or Semi-Annual Report, free of charge, by calling the Portfolios at 800-245-9888
or visiting our Web site at www.rochdale.com. In the Portfolios' Annual Reports,
you will find a discussion of the market  conditions and  investment  strategies
that significantly affected the Portfolios' performance during their last fiscal
year.  The  SAI  provides  detailed  information  about  the  Portfolios  and is
incorporated into this Prospectus by reference.

You can  review  and  copy  information  about  the  Portfolios,  including  the
Portfolios'  reports and SAI, at the Public Reference Room of the Securities and
Exchange  Commission,  or get copies for a fee, by writing or calling the Public
Reference Room of the Commission,  Washington,  DC 20549-6009  (1-800-SEC-0330).
You can  obtain  the same  information  free of  charge  from  the  Commission's
Internet Web site at http://www.sec.gov.

        (The Trust's SEC Investment Company Act file number is 811-8685)


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