ROCHDALE INVESTMENT TRUST, 485BPOS, 2000-01-12

ROCHDALE INVESTMENT TRUST
485BPOS, 2000-01-12

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As Filed With the Securities and Exchange Commission on January 12, 2000
Securities Act File No. 333-47415
Investment Company Act File No. 811-8685
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No.

Post-Effective Amendment No. 6 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]

Amendment No. 8 [X]

(Check appropriate box or boxes)

ROCHDALE INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)

570 Lexington Ave.
New York, NY 10022-6837
(Address of Principal Executive Offices, including Zip Code)

(212) 702-3500
Registrant's Telephone Number, including Area Code:

Julie Allecta, Esq.
Paul, Hastings, Janofsky & Walker LLP
345 California St.
San Francisco, CA, 94104
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box)

[X] Immediately upon filing pursuant to paragraph (b)
[ ] On ______________ pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] On ______________ pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] On ______________ pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
<PAGE>
ROCHDALE INVESTMENT TRUST

ROCHDALE MAGNA PORTFOLIO
ROCHDALE ALPHA PORTFOLIO
ROCHDALE ATLAS PORTFOLIO

ROCHDALE STRUCTURED LARGE GROWTH PORTFOLIO
ROCHDALE STRUCTURED LARGE VALUE PORTFOLIO
ROCHDALE STRUCTURED MID/SMALL GROWTH PORTFOLIO
ROCHDALE STRUCTURED MID/SMALL VALUE PORTFOLIO

ROCHDALE INTERMEDIATE FIXED-INCOME PORTFOLIO

PROSPECTUS
JANUARY 12, 2000

<PAGE>

ROCHDALE INVESTMENT TRUST
COMBINED PROSPECTUS
JANUARY 12, 2000

ROCHDALE EQUITY PORTFOLIOS

ROCHDALE MAGNA PORTFOLIO
- a large-cap domestic equity fund

ROCHDALE ALPHA PORTFOLIO
- a medium to small-cap domestic equity fund

ROCHDALE ATLAS PORTFOLIO
- a foreign equity fund

ROCHDALE FIXED-INCOME PORTFOLIOS

ROCHDALE INTERMEDIATE FIXED-INCOME PORTFOLIO
- a domestic corporate and government bond fund

ROCHDALE STRUCTURED PORTFOLIOS

ROCHDALE STRUCTURED LARGE GROWTH PORTFOLIO
- a large-cap domestic value equity fund

ROCHDALE STRUCTURED LARGE VALUE PORTFOLIO
- a large-cap domestic growth equity fund

ROCHDALE STRUCTURED MID/SMALL GROWTH PORTFOLIO
- a medium to small-cap domestic growth equity fund

ROCHDALE STRUCTURED MID/SMALL VALUE PORTFOLIO
- a medium to small-cap domestic value equity fund

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 COMBINED PROSPECTUS IS TRUTHFUL OR COMPLETE. IT IS A CRIMINAL OFFENSE FOR
ANYONE TO INFORM YOU OTHERWISE.

2
<PAGE>
TABLE OF CONTENTS

An Overview of each Portfolio
Past Performance
Fees and Expenses for the Equity and Fixed-Income Portfolios
Example
Fees and Expenses for the Structured Portfolios
Example
Investment Goal and Principal Investment Strategies for the Equity
and Fixed-Income Portfolios
Investment Goal and Principal Investment Strategies for the
Structured Portfolios
Principal Risks of Investing in the Portfolios
Investment Advisor

Shareholder Information
Pricing of Portfolio Shares

Dividends and Distributions
Tax Consequences
Distribution Arrangements
Financial Highlights

3
<PAGE>
AN OVERVIEW OF EACH PORTFOLIO

ROCHDALE MAGNA PORTFOLIO

INVESTMENT GOAL:

The Portfolio seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The Portfolio pursues its investment goal by investing primarily in the
common of larger U.S. companies (generally those companies with a market
capitalization of greater than $1 billion). The Portfolio selects
approximately 50 companies from the S&P 500 (a nationally recognized index)
that the Advisor considers industry leaders across both cyclical and steady
growth industry groups. Cyclical growth companies are those that will
experience greater fluctuations in value due to external economic factors
in the U.S. economy versus steady growth companies which typically will not
experience these fluctuations. As an enhanced approach to broad market
investing, the Advisor will invest in companies from both industry groups
in order to resist the market's short-term preferences for either industry
group. The Advisor expects the Portfolio to, over the long term, generate
incremental returns greater than the S&P 500.

PRINCIPAL RISKS

There can be no guarantee that the Portfolio will attain its investment
goal. As with all mutual funds, there is the risk that you could lose money
on your investment in the Portfolio. The principal risks that could
adversely affect the value of your investment include:

* 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 IN THIS PORTFOLIO

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 short-term fluctuations in the value of their
portfolio, as the broader market changes its preference for either
cyclical or steady growth companies, in exchange for the possibility
of earning higher long-term returns.

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.

4
<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 including the company's management and possibility for
growth. Companies selected will generally have a market capitalization of
less than $1 billion and 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.

PRINCIPAL RISKS

As with all mutual funds, there is the risk that you could lose money on
your investment in the Portfolio. The principal risks that could adversely
affect the value of your investment include:

* The stocks held by the Portfolio exhibit characteristics typical of
small and medium companies. These companies are typically more
volatile and less liquid than larger companies.

WHO MAY WANT TO INVEST IN THIS PORTFOLIO

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 fluctuations in the value of their portfolio
with the offsetting goal of earning higher long-term return.

The Portfolio may not be appropriate for investors who:

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

5
<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
that are included in the Dow Jones World Index. This includes companies
that are in both developed and emerging foreign markets. In selecting
securities, the Advisor focuses first on country selection -- identifying
countries that appear attractively valued relative to other countries. The
Advisor 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 countries, markets, and
currencies.

PRINCIPAL RISKS

As with all mutual funds, there is the risk that you could lose money on
your investment in the Portfolio. The principal risks that could adversely
affect the value of your investment include:

* 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.

* Adverse developments in the political and/or economic stability of a
foreign country. An emerging country may be especially vulnerable to
changes in political leadership and may experience serious economic
downturns from which it is unable to recover.
* Derivatives held by the Portfolio vary from the Advisor's expectation
of movements in securities, foreign exchange, and interest rate
markets.

WHO MAY WANT TO INVEST IN THIS PORTFOLIO

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 return.

The Portfolio may not be appropriate for investors who:

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

6
<PAGE>
ROCHDALE INTERMEDIATE FIXED-INCOME PORTFOLIO

INVESTMENT GOAL

The Portfolio seeks current income.

PRINCIPAL INVESTMENT STRATEGIES

The Portfolio purchases debt obligations of issuers that provide an
attractive rate of current income or provide for an attractive return
maturity, duration and credit quality of the issuer relative to comparable
issuers. The Portfolio will purchase debt instruments with the intention of
holding them to maturity and does not expect to meaningfully shift its
holdings in anticipation of interest rate movements and ordinarily will
seek to have an average portfolio maturity and duration between 3 to 10
years. The Portfolio will invest at least 75% of its assets in highly rated
debt instruments but may purchase debt instruments of lesser quality. One
of the potential advantages of the intermediate term structure for the
portfolio strategy will be to benefit from the generally higher rate of
current income these debt obligations provide as compared to shorter
maturity debt obligations. The Portfolio will seek to match or exceed the
returns on the Lehman Brothers Treasury Index, although there can be no
assurance that it will be able to do so.

PRINCIPAL RISKS

As with all mutual funds, there is the risk that you could lose money on
your investment in the Portfolio. The principal risks that could adversely
affect the value of your investment include:

* Interest rates rise sharply or for an extended period of time.
* Interest rates fall and remain low for an extended period of time.
* The issuer of a debt obligation is unable to satisfy its obligations
to the extent of the principal of interest payments when due.
* An issuer becomes bankrupt or otherwise becomes insolvent.

WHO MAY WANT TO INVEST IN THIS PORTFOLIO

The Portfolio may be appropriate for investors who:

* Are seeking current income.
* Determine that owning debt obligations of a variety of issuers may
provide for a higher current income or return than a U.S.
Government-only portfolio.
* Are seeking debt obligations from issuers across a broad-based
representation of issuers in several industries and sectors, and with
various maturities.
* Are willing to accept swings in their portfolio, greater than that of
a fixed income portfolio with shorter maturities or higher quality.
* Require greater stability than equity portfolios normally provide.

The Portfolio may not be appropriate for investors who:

* Want to invest in a U.S. Government only portfolio.
* Do not want to invest in a fixed income portfolio with instruments
that are of lesser quality.

7
<PAGE>
ROCHDALE STRUCTURED LARGE GROWTH PORTFOLIO

INVESTMENT GOAL

The Portfolio seeks long-term growth of capital.

PRINCIPAL INVESTMENT STRATEGIES

The Portfolio invests in growth style equity securities of larger U.S.
companies classified within growth industries within the S&P500. Generally,
the Portfolio will invest in companies with a market capitalization of at
least $1 billion. The Portfolio selects from the S&P 500 approximately 50
companies which, using proprietary methodology (generally, identifying
fundamental characteristics), the Advisor classifies as belonging to growth
industries. The Portfolio will invest only in steady growth industries
which, as opposed to cyclical growth industries, are less subject to
fluctuations in value due to fluctuations in the overall U.S. economy.
Through the implementation of the structured fundamental approach,
including the methodical and consistent investment in only the top
companies within different growth industries, the Portfolio seeks to
capture the benefits associated with selecting these companies that provide
investors with the benefits of broad style diversification, lower turnover
and reduced expenses.

PRINCIPAL RISKS

As with all mutual funds, there is the risk that you could lose money on
your investment in the Portfolio. The principal risks that could adversely
affect the value of your investment include:

WHO MAY WANT TO INVEST IN THIS PORTFOLIO

The Portfolio may be appropriate for investors who:

* Are pursuing a long-term investment goal.
* Determine that a focus on growth style investing is preferred.
* Want to create a large company growth style foundation for their
equity portfolio.
* Are seeking broad-based industry, sector, and market cycle exposure
within the growth segment.
* Are willing to accept swings in the value of their portfolio, greater
than that of the broad market, with the offsetting goal of potentially
earning higher long-term return.

The Portfolio may not be appropriate for investors who:

* Require complete stock market diversification.
* Have a short-term investment goal.
* Need regular income.
* Prefer to own small companies.

8
<PAGE>
ROCHDALE STRUCTURED LARGE VALUE PORTFOLIO

INVESTMENT GOAL

The Portfolio seeks long-term growth of capital.

PRINCIPAL INVESTMENT STRATEGIES

The Portfolio invests in value style equity securities of larger U.S.
companies classified within value industries within the S&P 500. Generally,
the Portfolio will invest in companies with a market capitalization of at
least $1 billion. The Portfolio selects from the S&P 500 approximately 50
companies which, using proprietary methodology (generally, identifying
fundamental characteristics), the Advisor classifies as belonging to value
industries. The Portfolio will invest only in value industries which may be
more susceptable to fluctuations in value due to overall fluctuations in
the overall U.S. economy. Through the implementation of the structured
fundamental approach, including the methodical and consistent investment in
only the top companies within different value industries, the Portfolio
seeks to capture the benefits associated with selecting these companies
while providing investors with the benefits of broad style diversification,
lower turnover and reduced expenses.

PRINCIPAL RISKS

As with all mutual funds, there is the risk that you could lose money on
your investment in the Portfolio. The principal risks that could adversely
affect the value of your investment include:

WHO MAY WANT TO INVEST IN THIS PORTFOLIO

The Portfolio may be appropriate for investors who:

* Are pursuing a long-term investment goal.
* Determine that a focus on value style investing is preferred.
* Want to create a focused value large company foundation for their
equity portfolio.
* Are seeking broad-based industry, sector, and market cycle exposure
within the value segment.
* Are willing to accept swings in their investment, greater than that of
the broad market, with the offsetting goal of potentially earning
higher long-term return.

The Portfolio may not be appropriate for investors who:

* Require complete stock market diversification.
* Have a short-term investment goal.
* Need regular income.
* Prefer to own small companies.

9
<PAGE>
ROCHDALE STRUCTURED MID/SMALL GROWTH PORTFOLIO

INVESTMENT GOAL

The Portfolio seeks long-term growth of capital.

PRINCIPAL INVESTMENT STRATEGIES

The Portfolio invests in growth style equity securities of U.S. companies
classified within growth industries within the S&P 400 and 600 indices.
Generally, the Portfolio will invest in companies with a market
capitalization of less than $1 billion. The Portfolio selects from the S&P
400 and 600 approximately 50 companies which, using proprietary methodology
(generally, identifying fundamental characteristics), the Advisor
classifies as belonging to growth industries. The Portfolio will invest
only in steady growth industries which, as opposed to cyclical growth
industries, are less subject to fluctuations in value due to fluctuations
in the overall U.S. economy. Through the implementation of the structured
fundamental approach, including the methodical and consistent investment in
only the top companies within different growth industries, the Portfolio
seeks to capture the benefits associated with selecting these companies
while providing investors with the benefits of broad style diversification,
lower turnover and reduced expenses.

PRINCIPAL RISKS

As with all mutual funds, there is the risk that you could lose money on
your investment in the Portfolio. The principal risks that could adversely
affect the value of your investment include:

* 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 and/or medium companies. Smaller and medium companies are
typically more volatile and less liquid than larger companies.
* Growth style investing moves out of favor.

WHO MAY WANT TO INVEST IN THIS PORTFOLIO

The Portfolio may be appropriate for investors who:

* Are pursuing a long-term investment goal.
* Want to focus their mid and small cap equity portfolio to the growth
industries.
* Are willing to accept swings in their investment with the offsetting
goal of potentially earning higher long-term return.

The Portfolio may not be appropriate for investors who:

* Require broad stock market diversification.
* Have a short-term investment goal.
* Need regular income.
* Wish to have their equity allocation invested in large companies only.

10
<PAGE>
ROCHDALE STRUCTURED MID/SMALL VALUE PORTFOLIO

INVESTMENT GOAL

The Portfolio seeks long-term growth of capital.

PRINCIPAL INVESTMENT STRATEGIES

The Portfolio invests in value style equity securities of U.S. companies
classified within value industries within the S&P 400 and 600 indices.
Generally, the Portfolio will invest in companies with a market
capitalization of less than $1 billion. The Portfolio selects from the S&P
400 and 600 indices approximately 50 companies which, using proprietary
methodology (generally, identifying fundamental characteristics), the
Advisor classifies as belonging to value industries. The Portfolio will
invest only in value industries which may be more susceptable to
fluctuations in value due to overall fluctuations in the overall U.S.
economy. Through the implementation of the structured fundamental approach,
including the methodical and consistent investment in only the top
companies within different value industries, the Portfolio seeks to capture
the benefits associated with selecting these companies while providing
investors with the benefits of broad style diversification, lower turnover
and reduced expenses.

PRINCIPAL RISKS

As with all mutual funds, there is the risk that you could lose money on
your investment in the Portfolio. The principal risks that could adversely
affect the value of your investment include:

* 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 and/or medium companies. Smaller and medium sized companies are
typically more volatile and less liquid than larger companies.
* Value style investing moves out of favor

WHO MAY WANT TO INVEST IN THIS PORTFOLIO

The Portfolio may be appropriate for investors who:

* Are pursuing a long-term investment goal.
* Want to focus their mid and small cap equity portfolio on the value
industries.
* Are willing to accept swings in their portfolio with the offsetting
goal of earning higher long- term return.

The Portfolio may not be appropriate for investors who:

* Require broad stock market diversification.
* Have a short-term investment goal.
* Need regular income.
* Wish to have their equity allocation invested in large companies only.

11
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PERFORMANCE

Because the Portfolios have been operating for less than a full calendar year
(I.E., January-December), no performance data is available.

FEES AND EXPENSES FOR THE EQUITY AND FIXED-INCOME PORTFOLIOS
(MAGNA, ALPHA, ATLAS AND FIXED-INCOME PORTFOLIOS)

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

MAGNA ALPHA ATLAS FIXED-INCOME
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
SHAREHOLDER FEES
(fees paid directly from your investment)
Maximum sales charge (load) imposed on
purchases None None None None
Maximum deferred sales charge (load) None None None None
Redemption Fee (as a percentage of amount
redeemed)* 2.00% 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% 0.40%
Distribution and Service (12b-1) Fees 0.25% 0.25% 0.25% 0.25%
Other Expenses 1.31% 1.50%** 1.03% 1.25%**
----- ----- ----- -----

TOTAL ANNUAL FUND OPERATING EXPENSES 2.56% 2.75% 2.28% 1.90%

Fee Reduction and/or Expense Reimbursement*** (0.81)% (0.90)% 0.33)% (1.00)%
----- ----- ----- -----

NET EXPENSES 1.75% 1.85% 1.95% 0.90%
</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 current fiscal year.

*** The Advisor has contractually agreed to reduce its fees and/or pay expenses
for each Portfolio's Total Annual Fund Operating Expenses (excluding
interest and taxes) to the net expense amounts shown. This contract has a
one-year term, renewable annually. Any reduction in advisory fees or
payment of expenses made by the Advisor is subject to reimbursement by the
Portfolio if requested by the Advisor in subsequent fiscal years. The
Advisor 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. The Advisor 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 the
Advisor is entitled to any reimbursement of fees and/or expenses.

12
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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 expenses
for the first year and total annual fund operating expenses for three, five and
ten years. Although your actual costs may be higher or lower, under the
assumptions, your costs would be:

MAGNA ALPHA ATLAS FIXED-INCOME
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- ---------
If you redeem your shares:
One Year $ 384 $394 $ 404 $300
Three Years $ 719 $768 $ 681 $500
Five Years $1,288 N/A $1,190 N/A
Ten Years $2,835 N/A $2,590 N/A

If you do not redeem your shares:
One Year $ 178 $188 $ 198 $ 92
Three Years $ 719 $768 $ 681 $500
Five Years $1,288 N/A $1,190 N/A
Ten Years $2,835 N/A $2,590 N/A

13
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FEES AND EXPENSES FOR THE STRUCTURED PORTFOLIOS
(LARGE GROWTH, LARGE VALUE, MID/SMALL GROWTH, MID/SMALL VALUE PORTFOLIOS)

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

LARGE LARGE MID/SMALL MID/SMALL
GROWTH VALUE GROWTH VALUE
------ ----- ------ -----
SHAREHOLDER FEES
(fees paid directly from your investment)
Maximum sales charge (load) imposed on
purchases None None None None
Maximum deferred sales charge (load) None None None None
Redemption Fee (as a percentage of amount
redeemed)* 2.00% 2.00% 2.00% 2.00%

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from
Portfolio assets)
Management Fees 0.50% 0.50% 0.50% 0.50%
Distribution and Service (12b-1) Fees 0.25% 0.25% 0.25% 0.25%
Other Expenses** 1.25% 1.25% 1.25% 1.25%

TOTAL ANNUAL FUND OPERATING EXPENSES 2.00% 2.00% 2.00% 2.00%
----- ----- ----- -----

Fee Reduction and/or Expense
Reimbursement*** (0.75)% (0.75)% (0.65)% (0.65)%
----- ----- ----- -----

NET EXPENSES 1.25% 1.25% 1.35% 1.35%

** Other expenses have been estimated for the current fiscal year.

14
<PAGE>
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 expenses
for the first year and total annual fund operating expenses for three years.
Although your actual costs may be higher or lower, under the assumptions, your
costs would be:

LARGE LARGE MID/SMALL MID/SMALL
GROWTH VALUE GROWTH VALUE
------ ----- ------ -----
If you redeem your shares:
One Year $335 $335 $345 $345
Three Years $555 $555 $565 $565

If you do not redeem your shares:
One Year $127 $127 $137 $137
Three Years $555 $555 $565 $565

15
<PAGE>
INVESTMENT GOALS AND PRINCIPAL INVESTMENT STRATEGIES FOR THE EQUITY AND
FIXED-INCOME PORTFOLIOS
(MAGNA, ALPHA, ATLAS AND FIXED-INCOME PORTFOLIOS)

ROCHDALE MAGNA PORTFOLIO

INVESTMENT GOAL

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. The
Advisor 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.

PRINCIPAL INVESTMENT STRATEGIES

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.

The Advisor 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.

The Advisor'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 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.

16
<PAGE>

Although not principal investment strategies, the Portfolio may also invest
in equity securities of 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 the Advisor 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 goal.

The Advisor 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 GOAL

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. The Advisor's approach to small and
medium-size company research involves comprehensive analysis of each
company, including earnings growth, management interviews, and valuation.

PRINCIPAL INVESTMENT STRATEGIES

The Advisor 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 the Advisor's
proprietary research process. The Advisor 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 the Advisor's fundamental criteria, the Advisor
develops proprietary financial models to determine the valuation level at
which it considers the stock attractively priced. The qualities that the
Advisor looks for include:

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* 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 $1 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. 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 the Advisor 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.

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 high portfolio turnover
rate (100% or more) can result in higher transaction costs and higher tax
liability.

ROCHDALE ATLAS PORTFOLIO

INVESTMENT GOAL

The Rochdale Atlas Portfolio seeks long-term capital appreciation.

INVESTMENT PHILOSOPHY

Through investment in 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. The
Advisor'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 the Advisor 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.

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PRINCIPAL INVESTMENT STRATEGIES

The Advisor 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, the Advisor uses a
global equity optimization process to invest in each country's leading
companies across the industries driving economic growth. This sophisticated
process enables the Advisor 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
the Advisor'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
U.S. companies.

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 the Advisor in seeking to maximize the efficiency of its
country selection process or hedge equity or currency exposure. 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
goal.

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 low 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.

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INTERMEDIATE FIXED-INCOME PORTFOLIO

INVESTMENT GOAL

The Rochdale Intermediate Fixed Income Portfolio seeks to earn current
income consistent with the returns available from a universe of
investment-grade and U.S. Government fixed income investments maturing in
ten years or less.

INVESTMENT PHILOSOPHY

Through investments primarily in investment-grade corporate debt
obligations, debt obligations of the U.S. Government and its agencies, bank
obligations, commercial paper, repurchase agreements, Eurodollar
obligations and high-yield obligations, the Advisor seeks to earn current
income and a total rate of return commensurate with that available from
obligations with a duration of ten years or less. Ordinarily the Portfolio
will invest at least 75% of its assets in investment grade fixed-income
obligations. Investment-grade obligations are generally considered to be
those rated BBB or better by S&P Ratings Group ("S&P") or Baa or better by
Moody's Investor's Service, Inc. ("Moody's), or if unrated, determined by
the Advisor to be of equal quality. Securities rated BBB or Baa, the lowest
tier of investment grade, are generally regarded as having adequate
capacity to pay interest and repay principal, but may have some speculative
characteristics.

Generally the Portfolio will purchase securities with maturities between
three years and ten years. However, depending on the circumstances the
Portfolio may invest in obligations with a shorter or longer duration. It
is expected that the Portfolio will have an average maturity and duration
ranging between 3 to 10 years. Under normal circumstances the Portfolio
will hold primarily corporate obligations which are expected to earn a
higher rate of income than those of the comparable obligations of the U.S.
Government or its agencies.

The Advisor may invest more than 5% of its assets in the obligations of the
U.S. Government or its agencies or those of a corporate issuer provided,
however, that the issuer has at least an investment grade of A or better.

PRINCIPAL INVESTMENT STRATEGIES

The Portfolio will purchase obligations of issuers that provide an
attractive rate of current income or provide for an attractive total return
based on the maturity, duration and credit quality of the issuer relative
to comparable issuers. The Advisor will purchase debt instruments with the
intention of holding them to maturity and does not expect to meaningfully
shift the holdings in the Portfolio in anticipation of interest rate
movements and ordinarily will seek to have an average portfolio maturity
and duration between 3 to 10 years. One of the potential benefits of the
intermediate term structure for the Portfolio will be to pursue the
generally higher rate of current income these debt obligations provide as
compared to shorter maturity debt obligations. Also during falling periods
of interest rates, the Advisor believes that the Portfolio should perform
well because of its investment-grade quality and the intermediate term
maturity and duration of the debt obligations. The Portfolio will seek to
match or exceed the returns on the Lehman Brothers Treasury Index, although
there can be no assurance that it will be able to do so or to perform well
in any given interest rate environment.

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INVESTMENT GOALS AND PRINCIPAL INVESTMENT STRATEGIES
FOR THE STRUCTURED PORTFOLIOS
(LARGE GROWTH, LARGE VALUE, MID/SMALL GROWTH, MID/SMALL VALUE PORTFOLIOS)

INVESTMENT GOAL

Each of the Rochdale Structured Equity Portfolios-Large Growth, Large
Value, Mid/Small Growth and Mid/Small Value seeks long-term capital
appreciation.

GROWTH INDUSTRIES AND VALUE INDUSTRIES

In determining what securities to buy for the Rochdale Structured Equity
Portfolios, the Advisor classifies companies within the Standard & Poor's
500, the Standard & Poor's 400 (Mid Cap) and the Standard and Poor's 600
(Small Cap) indices by industries.

The Large Growth and Large Value Portfolios invest primarily in equity
securities of U.S. companies that have a market capitalization in excess of
$1 billion. The companies selected for investment by these Portfolios
generally will have characteristics similar to companies associated with
the growth and value segments of the S & P 500 index, respectively.

The Mid/Small Growth and Mid/Small Value Portfolios invest primarily in
equity securities of U.S. companies that have a market capitalization below
$10 billion. The companies selected for investment by these Portfolios
generally will have characteristics similar to companies associated with
the growth and value segments of the S&P 400 (Mid Cap) and S&P 600 (Small
Cap) indices, respectively.

For purposes of identifying and classifying an industry within the S&P 500
universe as a growth industry or a value industry the Advisor uses a
proprietary process. This process measures companies and industries across
an assortment of fundamental characteristics. Each industry then is
classified as either a growth or value industry. Typically a growth
industry will be characterized by its constituent companies being less
economically sensitive for their revenues and earnings. More economically
dependent companies are considered as cyclical industries and are
classified as value industries.

The industries and companies within each industry are measured across
several fundamental income statement and balance sheet attributes. From the
income statement the Advisor relies on measures such as revenues, earnings
growth, profit margins, and cash flow. From the balance sheet the Advisor
evaluates fundamental factors such as book value, total assets and debt to
equity ratios. Companies with higher than average and steadier revenue and
earnings growth combined with higher than average price to earnings
multiples will be growth companies while companies that have a high price
to book ratio and revenues that are more cyclical in nature will be
considered value companies.

At the completion of this process all industries and their constituent
companies within the relevant S&P index will be classified as either a
growth or a value company by the Advisor.

INVESTMENT PHILOSOPHY

Through investment in select leading U.S. companies within those industries
classified as growth or value within the S&P 500 index for the Large Growth
and Large Value Portfolios and within the S&P 400 and S&P 600 indices for
the Mid/Small Growth and Mid/Small Value Portfolios, the Portfolios seek to
realize attractive long-term performance relative to the entire spectrum of

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growth industries within the relevant S&P universe. The Portfolios will
select companies using a disciplined, consistent investment methodology
applied to companies within the growth or within the value style of
industries. In using a structured fundamental approach the Advisor seeks to
obtain the benefits associated with its proprietary investment approach
applied within a framework of broad growth or value industry coverage.

By investing methodologically and consistently and in a disciplined manner
in only the top few companies within each industry, the Portfolios seek to
outperform a passively managed fund which owns all companies regardless of
their level of attractiveness. As compared to actively managed funds, the
Portfolios will seek to capture the benefits of lower turnover, reduced
management fees and reduced risks associated with many actively managed
growth style and value style funds. The Advisor believes that its
structured approach also can provide greater relative performance than an
unmanaged passive approach within the growth style or the value style of
the relevant S&P Index, although there can be no assurance that such
performance can be achieved.

The Advisor believes that investors may benefit from investing in a broadly
diversified portfolio focused entirely on companies within the growth or
the value industries. The Advisor believes that through a well diversified
growth or value portfolio investors can reduce the risks associated with
using active managers within each of those styles. These active managers do
not have the mandate of maintaining broad diversification within a
particular style. The Advisor's approach seeks to maximize the performance
of the portfolio relative to the growth or value industries within the
relevant S&P index and is therefore not considered a totally diversified
portfolio relative to the entire S&P index.

Companies are considered steady growth or cyclical based on specific
industry characteristics. Steady growth industries tend to generate more
reliable earnings over various economic cycles as compared to cyclical
growth companies which tend to experience greater fluctuations related to
the economy.

PRINCIPAL INVESTMENT STRATEGIES

The Portfolios use a proprietary methodology, focusing on fundamental and
technical attributes to select leading companies within the growth or value
industries segment of the relevant S&P index. This methodology seeks to
identify a few select companies based on these attributes within each of
the major industries associated with the growth style or the value style of
the Index. The Advisor's strategy is to invest broadly within the growth
style for the Growth funds and the value style for the Value funds and to
seek to outperform the passive growth or value indices through selecting
only those companies that meet the Advisor's selection criteria.

The Advisor employs a structured fundamental methodology to select
companies from the growth or value industry groups. The Advisor believes
the fundamental measures that predict superior performing companies include
earnings growth, price momentum, and analyst sentiment.

It is expected that this selectivity will lead the Portfolios to be
invested in only the most attractive companies from each industry within
the growth and value industry groups. These companies are screened further
for their appropriateness in light of expected economic and market
conditions. The companies are then subject to the process of portfolio
optimization, a technique used to achieve what the Advisor believes is the
appropriate economic sector diversification and managed variability in line
with the characteristics of the growth or value segment of the S&P 500.

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The Portfolios emphasize investment in common stocks but they may also hold
other types of equity securities, including preferred stocks, convertible
securities, or warrants.

Although not a principal investment strategy, the Portfolios may at times
also invest 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 the Advisor to meet the
Portfolio's investment goal. A portfolio may at times have more than 5% of
its assets within a certain issuer or industry group.

Under normal conditions, each Portfolio will stay fully invested in
accordance with its investment strategy. However, a 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 a Portfolio not
achieving its investment goal.

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 each Portfolio" 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 and the Rochdale Structured Mid/Small Portfolio will concentrate their
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 focus 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

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securities on a timely basis. These risks are more pronounced when investing in
foreign securities in emerging markets.

MULTIPLE LEVELS OF EXPENSE. To the extent that a Portfolio invests in another
investment company it will be subject to its pro-rata share of that investment
company's advisory and administrative expenses.

FIXED-INCOME SECURITIES - INTEREST AND CREDIT RISK. The Intermediate
Fixed-Income Portfolio will focus its investments in fixed-income securities. A
fundamental risk to the income component of the Portfolio's investments is that
the value of fixed income securities will fall if interest rates rise.
Generally, the value of a fixed income portfolio will decrease when interest
rates rise. Under these circumstances, the Portfolio's NAV may also decrease.
Also, fixed income securities with longer maturities generally entail greater
risk than those with shorter maturities. In addition to interest rate risk,
changes in the creditworthiness of an issuer of fixed income securities and the
market's perception of that issuer's ability to repay principal and interest
when due can also affect the value of fixed income securities held by the
Portfolio. The value of securities that are considered below investment grade,
sometimes known as junk bonds, may be more volatile than the value of fixed
income securities that carry ratings higher than "BB." For example, the market
price of junk bonds may be more susceptible to real or perceived economic,
interest rate or market changes, political changes or adverse developments
specific to the issuer. It is not expected that the Portfolio will hold more
than 25% of its assets in fixed-income securities rated below investment grade.

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.

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

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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.
The Advisor is located at 570 Lexington Avenue, New York, NY 10022-6837. The
Advisor currently manages assets of more than $700 million for individual and
institutional investors. The Advisor provides advice on buying and selling
securities and 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 the Advisor a monthly
management fee based upon the average daily net assets of the Portfolios at the
following annual rates:

Magna, Alpha and Atlas Portfolios 1.00%
Structured Equity Portfolios 0.50%
Intermediate Fixed-Income Portfolio 0.40%

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 the Advisor's
Chairman and Chief Investment Officer since its founding in 1986. Mr.
D'Alessandro is the Advisor's President, Chief Executive Officer, and Director
of Research, and is a Chartered Financial Analyst. Mr. D'Alessandro joined the
Advisor in 1986.

PORTFOLIO EXPENSES

Each Portfolio is responsible for its own operating expenses. The Advisor has
contractually agreed to reduce its fees and/or pay expenses of the Portfolios to
ensure that each Portfolio's aggregate total annual fund 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
the Advisor is subject to reimbursement by the Portfolio if requested by the
Advisor in subsequent fiscal years. The Advisor 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.

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
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

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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 the Rochdale [Name of Portfolio] ) to the following
address:

Rochdale Investment Trust
c/o Union Bank of California
475 Sansome Street
San Francisco, CA 94111

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

SUBSEQUENT INVESTMENTS

You may add to your account by mailing the stub attached to your account
statement, together with your check made payable to Rochdale [Name of Portfolio]
to the address noted above. Your account number should be written on your check.

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 goal,
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:

Union Bank of California
ABA Routing Number: ____________ for credit to
Rochdale Alpha Portfolio, DDA #_____________
Rochdale Atlas Portfolio, DDA #_____________
Rochdale Magna Portfolio, DDA #_____________
Rochdale Fixed-Income Portfolio, DDA # ______________
Rochdale Structured Large Growth Portfolio, DDA #_________
Rochdale Structured Large Value Portfolio, DDA #__________
Rochdale Structured Mid/Small Growth Portfolio, DDA #________
Rochdale Structured Mid/Small Value Portfolio, DDA #__________

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

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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
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

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.

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

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 may 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.

27
<PAGE>
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:

Rochdale Investment Trust
P.O. Box 5536
Hauppauge, NY 11788-____

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 or exchanges you have
made. This does not apply to retirement plan or Uniform Gifts or Transfers to
Minors Act accounts. You will be notified in writing 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

28
<PAGE>

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.

SYSTEMATIC WITHDRAWAL PROGRAM

As another convenience, you may redeem your Portfolio shares through the
Systematic Withdrawal Program. If you elect this method of redemption, the
Portfolio will send you a check in the minimum amount of $____. You may choose
to receive a check each month or calendar quarter. Your Portfolio account must
have a value of at least $10,000 in order to participate in this program. The
2.00% redemption fee will not be charged for redemptions made through this
program. This Program may be terminated at any time by the Portfolios. You may
also elect to terminate your participation in this Program at any time by
writing to the Transfer Agent.

A withdrawal under the Program involves a redemption of shares and may result in
a gain or loss for federal income tax purposes. In addition, if the amount
withdrawn exceeds the dividends credited to your account, the account ultimately
may be depleted.

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 on page __.

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

All Portfolios, except for the Fixed-Income Portfolio, will distribute dividends
and capital gains, if any, annually, usually on or about December 31. The
Fixed-Income Portfolio will distribute dividends quarterly and capital gains, if
any, annually. 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.

29
<PAGE>
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.

FINANCIAL HIGHLIGHTS

The table below is intended to help you understand the Portfolios' performance
for the periods shown. The Intermediate Fixed-Income Portfolio, Structured Large
Growth Portfolio, Structured Large Value Portfolio, Structured Mid/Small Growth
Portfolio and Structured Mid/Small Value Portfolio commenced operations on
December 31, 1999, and, accordingly, have no financial information to report.
Certain information reflects financial results for a single Portfolio share.
"Total return" shows how much your investment in a Portfolio would have
increased or decreased during that period, assuming you had reinvested all
dividends and distributions. The Portfolios' financial statements are included
in the Semi-Annual Report, which is available upon request.

30
<PAGE>
<TABLE>
<CAPTION>
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT EACH PERIOD
- --------------------------------------------------------------------------------------------------------
Atlas Magna Alpha
Portfolio Portfolio Portfolio
Six Months 6/29/98* Six Months 6/29/98* 6/1/99*
Ended through Ended through through
9/30/99+ 3/31/99 9/30/99+ 3/31/99 9/30/99+
-------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $30.52 $25.00 $29.28 $25.00 $25.00
------ ------ ------ ------ ------

Income From Investment Operations:
Net Investment (Loss) Income (0.02) 0.00 (0.10) (0.02) (0.05)
Net Realized and Unrealized Gain
(Loss) on Investments 4.35 5.52 0.74 4.30 (1.06)
------ ------ ------ ------ ------
Total from Investment Operations 4.33 5.52 0.64 4.28 (1.11)
------ ------ ------ ------ ------

Net Asset Value, End of Period $34.85 $30.52 $29.92 $29.28 $23.89
------ ------ ------ ------ ------

Total Return 14.19% 22.08%** 2.19% 17.12%*** (4.44%)

RATIOS/SUPPLEMENTAL DATA:
Net Assets, End of Period (Millions) $ 24.4 $ 10.1 $ 11.3 $ 8.1 $ 2.0

Portfolio Turnover Rate 19.30% 22.90% 5.26% 47.81% 1.72%

Ratio of Expenses to Average Net Assets:
Before Expenses Reimbursement and Waivers 2.28%# 7.79%# 2.56%# 6.19%# 21.48%#
After Expenses Reimbursement and Waivers 1.80%# 1.61%# 1.75%# 1.6%# 1.88%#

Ratio of Net Investment Loss to Average Net
Assets:
Before Expenses Reimbursement and Waivers (0.67%)# (6.26%)# (1.53%)# (4.88%)# (20.90%)#
After Expenses Reimbursement and Waivers (0.19%# (0.08%)# (0.72%)# (0.29%)# (1.29%)#
</TABLE>

- ----------
+ Unaudited.
* Inception of Portfolio.
** Commencement of investment operations - October 2, 1998.
*** Commencement of investment operations - October 23, 1998.
#Annualized

31
<PAGE>
INVESTMENT 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

Union Bank of California
475 Sansome Street
San Francisco, California 94111

TRANSFER AND DIVIDEND DISBURSING AGENT

American Data Services, Inc.
P.O. Box 5536
Hauppauge, NY 11788-0132
(800) 282-2340

INDEPENDENT AUDITORS

Tait, Weller & Baker
8 Penn Center, Suite 800
Philadelphia, Pennsylvania 19103

LEGAL COUNSEL

Paul, Hastings, Janofsky & Walker LLP
345 California Street, Suite 2900
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 the 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 (1-202-942-8090).
You may also send email to the Commission requesting information at
[email protected]. You can obtain the same information free of charge from the
Commission's Internet Web site at http://www.sec.gov.

(Rochdale Investment Trust's SEC Investment
Company Act file number is 811-08685)
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
JANUARY 12, 2000

ROCHDALE MAGNA PORTFOLIO
ROCHDALE ALPHA PORTFOLIO
ROCHDALE ATLAS PORTFOLIO

ROCHDALE INTERMEDIATE FIXED-INCOME PORTFOLIO

ROCHDALE STRUCTURED LARGE GROWTH PORTFOLIO
ROCHDALE STRUCTURED LARGE VALUE PORTFOLIO
ROCHDALE STRUCTURED MID/SMALL GROWTH PORTFOLIO
ROCHDALE STRUCTURED MID/SMALL VALUE PORTFOLIO

EACH A SERIES OF ROCHDALE INVESTMENT TRUST

570 LEXINGTON AVENUE
NEW YORK, NY 10022-6837
(212) 702-3500

This Statement of Additional Information ("SAI") is not a prospectus and it
should be read in conjunction with the Prospectus dated January 12, 2000, as may
be revised of the Rochdale Portfolios named above, which are series of Rochdale
Investment Trust (the "Trust"). Rochdale Investment Management Inc. ("Rochdale")
is investment advisor to the Portfolios. A copy of the Portfolios' Prospectus is
available by calling the number listed above or (212) 633-9700.

TABLE OF CONTENTS

The Trust B-2
Investment Objective and Policies B-2
Investment Restrictions B-18
Distributions and Tax Information B-20
Trustees and Executive Officers B-23
The Portfolios' Investment Advisor B-24
The Portfolios' Administrator B-25
The Portfolios' Distributor B-25
Execution of Portfolio Transactions B-26
Additional Purchase and Redemption Information B-28
Determination of Share Price B-31
Performance Information B-32
General Information B-33
Financial Statements B-33
Appendix A B-34
Appendix B B-36

B-1
<PAGE>
THE TRUST

Rochdale Investment Trust (the "Trust") is an open-end management investment
company organized as a Delaware business trust on March 10, 1998. The Trust may
consist of various series, which represent separate investment portfolios. This
SAI relates only to the Portfolios listed on the cover page.

The Trust is registered with the SEC as a management investment company. Such a
registration does not involve supervision of the management or policies of the
Portfolios. The Prospectus for the Portfolios and this SAI omit certain
information contained in the Registration Statement filed with the SEC. Copies
of such information may be obtained from the SEC upon payment of the prescribed
fee.

INVESTMENT OBJECTIVE AND POLICIES

Each of the Portfolios has the investment objective of long-term capital
appreciation with the exception of the Intermediate Fixed-Income Portfolio,
which has the investment objective of current income. Each Portfolio is
diversified, which under applicable federal law means that as to 75% of its
total assets, not more than 5% may be invested in the securities of a single
issuer and that it may hold no more than 10% of the voting securities of a
single issuer. The following discussion supplements the discussion of the
Portfolios' investment objective and policies as set forth in the Prospectus.
There can be no assurance that the objective of any Portfolio will be attained.

CONVERTIBLE SECURITIES AND WARRANTS

The Portfolios may invest in convertible securities and warrants. A convertible
security is a fixed-income security (a debt instrument or a preferred stock)
which may be converted at a stated price within a specified period of time into
a certain quantity of the common stock of the same or a different issuer.
Convertible securities are senior to common stocks in an issuer's capital
structure, but are usually subordinated to similar non-convertible securities.
While providing a fixed income stream (generally higher in yield than the income
derivable from common stock but lower than that afforded by a similar
nonconvertible security), a convertible security also affords an investor the
opportunity, through its conversion feature, to participate in the capital
appreciation attendant upon a market price advance in the convertible security's
underlying common stock.

A warrant gives the holder a right to purchase at any time during a specified
period a predetermined number of shares of common stock at a fixed price. Unlike
convertible debt securities or preferred stock, warrants do not pay a fixed
dividend. Investments in warrants involve certain risks, including the possible
lack of a liquid market for resale of the warrants, potential price fluctuations
as a result of speculation or other factors, and failure of the price of the
underlying security to reach or have reasonable prospects of reaching a level at
which the warrant can be prudently exercised (in which event the warrant may
expire without being exercised, resulting in a loss of a Portfolio's entire
investment therein).

B-2
<PAGE>
INVESTMENT COMPANIES

Each Portfolio may under certain circumstances invest a portion of its assets in
other investment companies, including money market funds. In addition to a
Portfolio's advisory fee, an investment in an underlying mutual fund will
involve payment by a Portfolio of its pro rata share of advisory and
administrative fees charged by such fund.

SECURITIES LOANS

Each Portfolio is permitted to lend its securities to broker-dealers and other
institutional investors in order to generate additional income. Such loans of
portfolio securities may not exceed one-half of the value of a Portfolio's total
assets. In connection with such loans, a Portfolio will receive collateral
consisting of cash, cash equivalents, U.S. Government securities, or irrevocable
letters of credit issued by financial institutions. Such collateral will be
maintained at all times in an amount equal to at least 102% of the current
market value plus accrued interest of the securities loaned. A Portfolio can
increase its income through the investment of such collateral. A Portfolio
continues to be entitled to the interest payable or any dividend-equivalent
payments received on a loaned security and, in addition, to receive interest on
the amount of the loan. However, the receipt of any dividend-equivalent payments
by a Portfolio on a loaned security from the borrower will not qualify for the
dividends-received deduction. Such loans will be terminable at any time upon
specified notice. A Portfolio might experience risk of loss if the institutions
with which it has engaged in portfolio loan transactions breach their agreements
with the Portfolio. The risks in lending portfolio securities, as with other
extensions of secured credit, consist of possible delays in receiving additional
collateral or in the recovery of the securities or possible loss of rights in
the collateral should the borrower experience financial difficulty. Loans will
be made only to firms deemed by Rochdale to be of good standing and will not be
made unless, in the judgment of Rochdale, the consideration to be earned from
such loans justifies the risk.

SHORT SALES

Each Portfolio may seek to hedge investments or realize additional gains through
short sales. Each Portfolio may make short sales, which are transactions in
which a Portfolio sells a security it does not own, in anticipation of a decline
in the market value of that security. To complete such a transaction, the
Portfolio must borrow the security to make delivery to the buyer. A Portfolio
then is obligated to replace the security borrowed by purchasing it at the
market price at or prior to the time of replacement. The price at such time may
be more or less than the price at which a Portfolio sold the security. Until the
security is replaced, the Portfolio is required to repay the lender any
dividends or interest that accrue during the period of the loan. To borrow the
security, a Portfolio also may be required to pay a premium, which would
increase the cost of the security sold. To the extent necessary to meet margin
requirements, the broker will retain the net proceeds of the short sale until
the short position is closed out. A Portfolio also will incur transaction costs
in effecting short sales.

B-3
<PAGE>
A Portfolio will incur a loss as a result of the short sale if the price of the
security increases between the date of the short sale and the date on which the
Portfolio replaces the borrowed security. A Portfolio will realize a gain if the
security declines in price between those dates. The amount of any gain will be
decreased, and the amount of any loss increased, by the amount of the premium,
dividends, interest, or expenses a Portfolio may be required to pay in
connection with a short sale.

No securities will be sold short if, after effect is given to any such short
sale, the total market value of all securities sold short would exceed 25% of
the value of a Portfolio's net assets.

Whenever a Portfolio engages in short sales, its custodian will segregate liquid
assets equal to the difference between (a) the market value of the securities
sold short at the time they were sold short and (b) any assets required to be
deposited with the broker in connection with the short sale (not including the
proceeds from the short sale). The segregated assets are marked to market daily,
provided that at no time will the amount segregated plus the amount deposited
with the broker be less than the market value of the securities at the time they
were sold short.

ILLIQUID SECURITIES

Each Portfolio may not invest more than 15% of the value of its net assets in
securities that at the time of purchase have legal or contractual restrictions
on resale or are otherwise illiquid. Rochdale will monitor the amount of
illiquid securities held by the Portfolios, under the supervision of the Trust's
Board of Trustees, to ensure compliance with the Portfolios' investment
restrictions.

Historically, illiquid securities have included securities subject to
contractual or legal restrictions on resale because they have not been
registered under the Securities Act of 1933 (the "Securities Act"), securities
which are otherwise not readily marketable and repurchase agreements having a
maturity of longer than seven days. Securities which have not been registered
under the Securities Act are referred to as private placement or restricted
securities and are purchased directly from the issuer or in the secondary
market. Mutual funds do not typically hold a significant amount of these
restricted or other illiquid securities because of the potential for delays on
resale and uncertainty in valuation. Limitations on resale may have an adverse
effect on the marketability of portfolio securities, and a Portfolio might be
unable to sell restricted or other illiquid securities promptly or at reasonable
prices and might thereby experience difficulty satisfying redemption requests
within seven days. A Portfolio might also have to register such restricted
securities in order to sell them, resulting in additional expense and delay.
Adverse market conditions could impede such a public offering of securities.

In recent years, however, a large institutional market has developed for certain
securities that are not registered under the Securities Act, including
repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment. The fact that
there are contractual or legal restrictions on resale to the general public or
to certain institutions may not reflect the actual liquidity of such

B-4
<PAGE>
investments. If such securities are subject to purchase by institutional buyers
in accordance with Rule 144A promulgated by the SEC under the Securities Act,
the Trust's Board of Trustees may determine that such securities are not
illiquid securities despite their legal or contractual restrictions on resale.
In all other cases, however, securities subject to restrictions on resale will
be deemed illiquid.

REPURCHASE AGREEMENTS

Each Portfolio may enter into repurchase agreements. Under such agreements, the
seller of the security agrees to repurchase it at a mutually agreed upon time
and price. The repurchase price may be higher than the purchase price, the
difference being income to a Portfolio, or the purchase and repurchase prices
may be the same, with interest at a stated rate due to a Portfolio together with
the repurchase price on repurchase. In either case, the income to a Portfolio is
unrelated to the interest rate on the U.S. Government security itself. Such
repurchase agreements will be made only with banks with assets of $500 million
or more that are insured by the Federal Deposit Insurance Corporation or with
Government securities dealers recognized by the Federal Reserve Board and
registered as broker-dealers with the Securities and Exchange Commission ("SEC")
or exempt from such registration. Each Portfolio will generally enter into
repurchase agreements of short duration, from overnight to one week, although
the underlying securities generally have longer maturities. Each Portfolio may
not enter into a repurchase agreement with more than seven days to maturity if,
as a result, more than 15% of the value of its net assets would be invested in
illiquid securities including such repurchase agreements.

For purposes of the Investment Company Act of 1940 (the "Investment Company
Act"), a repurchase agreement is deemed to be a loan from a Portfolio to the
seller of the U.S. Government security subject to the repurchase agreement. It
is not clear whether a court would consider the U.S. Government security
acquired by a Portfolio subject to a repurchase agreement as being owned by the
Portfolio or as being collateral for a loan by the Portfolio to the seller. In
the event of the commencement of bankruptcy or insolvency proceedings with
respect to the seller of the U.S. Government security before its repurchase
under a repurchase agreement, a Portfolio may encounter delays and incur costs
before being able to sell the security. Delays may involve loss of interest or a
decline in price of the U.S. Government security. If a court characterizes the
transaction as a loan and a Portfolio has not perfected a security interest in
the U.S. Government security, the Portfolio may be required to return the
security to the seller's estate and be treated as an unsecured creditor of the
seller. As an unsecured creditor, a Portfolio would be at the risk of losing
some or all of the principal and income involved in the transaction. As with any
unsecured debt instrument purchased for a Portfolio, Rochdale seeks to minimize
the risk of loss through repurchase agreements by analyzing the creditworthiness
of the other party, in this case the seller of the U.S. Government security.

Apart from the risk of bankruptcy or insolvency proceedings, there is also the
risk that the seller may fail to repurchase the security. However, a Portfolio
will always receive as collateral for any repurchase agreement to which it is a
party securities acceptable to it, the market value of which is equal to at
least 100% of the amount invested by the Portfolio plus accrued interest, and
the Portfolio will make payment against such securities only upon physical
delivery or evidence of book entry transfer to the account of its Custodian. If

B-5
<PAGE>
the market value of the U.S. Government security subject to the repurchase
agreement becomes less than the repurchase price (including interest), a
Portfolio will direct the seller of the U.S. Government security to deliver
additional securities so that the market value of all securities subject to the
repurchase agreement will equal or exceed the repurchase price. It is possible
that a Portfolio will be unsuccessful in seeking to impose on the seller a
contractual obligation to deliver additional securities.

WHEN-ISSUED SECURITIES

Each Portfolio may from time to time purchase securities on a "when-issued"
basis. The price of such securities, which may be expressed in yield terms, is
fixed at the time the commitment to purchase is made, but delivery and payment
for the when-issued securities take place at a later date. Normally, the
settlement date occurs within one month of the purchase; during the period
between purchase and settlement, a Portfolio makes no payment to the issuer and
no interest accrues to the Portfolio. To the extent that assets of a Portfolio
are held in cash pending the settlement of a purchase of securities, the
Portfolio would earn no income. While when-issued securities may be sold prior
to the settlement date, a Portfolio intends to purchase such securities with the
purpose of actually acquiring them unless a sale appears desirable for
investment reasons. At the time a Portfolio makes the commitment to purchase a
security on a when-issued basis, it will record the transaction and reflect the
value of the security in determining its net asset value. The market value of
the when-issued securities may be more or less than the purchase price. Rochdale
does not believe that a Portfolio's net asset value or income will be adversely
affected by the purchase of securities on a when-issued basis. A Portfolio will
segregate liquid assets equal in value to commitments for when-issued
securities, which reduces but does not eliminate leverage.

FIXED-INCOME SECURITIES

The Intermediate Fixed-Income Portfolio will invest primarily in fixed-income
securities, and the other Portfolios also may hold such securities when Rochdale
believes that opportunities for long-term capital growth exist. The Portfolios'
investments in fixed-income securities of domestic and foreign issuers are
limited to corporate debt securities (bonds, debentures, notes, and other
similar corporate debt instruments), and bills, notes and bonds issued by the
U.S. Government, its agencies and instrumentalities.

The market value of fixed-income securities is influenced significantly by
changes in the level of interest rates. Generally, as interest rates rise, the
market value of fixed-income securities decreases. Conversely, as interest rates
fall, the market value of fixed-income securities increases. Factors which could
result in a rise in interest rates, and a decrease in market value of
fixed-income securities, include an increase in inflation or inflation
expectations, an increase in the rate of U.S. economic growth, an expansion in
the Federal budget deficit, or an increase in the price of commodities, such as
oil. In addition, the market value of fixed-income securities is influenced by
perceptions of the credit risks associated with such securities. Credit risk is
the risk that adverse changes in economic conditions can affect an issuer's
ability to pay principal and interest.

B-6
<PAGE>
Fixed-income securities that will be eligible for purchase by the Portfolios
include investment grade corporate debt securities, those rated BBB or better by
Standard & Poor's Ratings Group ("S&P") or Baa or better by Moody's Investors
Service, Inc. ("Moody's). Securities rated BBB by S&P are considered investment
grade, but Moody's considers securities rated Baa to have speculative
characteristics.

The Portfolios reserve the right to invest in securities rated lower than BB by
S&P or lower than Baa by Moody's. Lower-rated securities generally offer a
higher current yield than that available for higher grade issues. However,
lower-rated securities involve higher risks, in that they are especially subject
to adverse changes in general economic conditions and in the industries in which
the issuers are engaged, to changes in the financial condition of the issuers
and to price fluctuations in response to changes in interest rates. During
periods of economic downturn or rising interest rates, highly leveraged issuers
may experience financial stress which could adversely affect their ability to
make payments of interest and principal and increase the possibility of default.
In addition, the market for lower-rated debt securities has expanded rapidly in
recent years, and its growth paralleled a long economic expansion. At times in
recent years, the prices of many lower-rated debt securities declined
substantially, reflecting an expectation that many issuers of such securities
might experience financial difficulties. As a result, the yields on lower-rated
debt securities rose dramatically, but such higher yields did not reflect the
value of the income stream that holders of such securities expected, but rather,
the risk that holders of such securities could lose a substantial portion of
their value as a result of the issuers' financial restructuring or default.
There can be no assurance that such declines will not recur. The market for
lower-rated debt issues generally is thinner and less active than that for
higher quality securities, which may limit a Portfolio's ability to sell such
securities at fair value in response to changes in the economy or financial
markets. Adverse publicity and investor perceptions, whether or not based on
fundamental analysis, may also decrease the values and liquidity of lower-rated
securities, especially in a thinly traded market.

Lower-rated debt obligations also present risks based on payment expectations.
If an issuer calls the obligation for redemption, a Portfolio may have to
replace the security with a lower-yielding security, resulting in a decreased
return for investors. Also, as the principal value of bonds moves inversely with
movements in interest rates, in the event of rising interest rates the value of
the securities held by a Portfolio may decline proportionately more than a
Portfolio consisting of higher-rated securities. If a Portfolio experiences
unexpected net redemptions, it may be forced to sell its higher-rated bonds,
resulting in a decline in the overall credit quality of the securities held by
the Portfolio and increasing the exposure of the Portfolio to the risks of
lower-rated securities.

Ratings of debt securities represent the rating agencies' opinions regarding
their quality, are not a guarantee of quality and may be reduced after the
Portfolio has acquired the security. If a security's rating is reduced while it
is held by the Portfolio, the Advisor will consider whether the Portfolio should
continue to hold the security but is not required to dispose of it. Credit
ratings attempt to evaluate the safety of principal and interest payments and do
not evaluate the risks of fluctuations in market value. Also, rating agencies

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may fail to make timely changes in credit ratings in response to subsequent
events, so that an issuer's current financial conditions may be better or worse
than the rating indicates. The ratings for debt securities are described in
Appendix A.

Fixed-income securities with longer maturities generally entail greater risk
than those with shorter maturities.

U.S. GOVERNMENT SECURITIES. U.S. Government securities in which the Portfolios
may invest include direct obligations issued by the U.S. Treasury, such as
Treasury bills, certificates of indebtedness, notes and bonds. U.S. Government
agencies and instrumentalities that issue or guarantee securities include, but
are not limited to, the Federal Housing Administration, Federal National
Mortgage Association, Federal Home Loan Banks, Government National Mortgage
Association, International Bank for Reconstruction and Development and Student
Loan Marketing Association.

All Treasury securities are backed by the full faith and credit of the United
States. Obligations of U.S. Government agencies and instrumentalities may or may
not be supported by the full faith and credit of the United States. Some, such
as the Federal Home Loan Banks, are backed by the right of the agency or
instrumentality to borrow from the Treasury. Others, such as securities issued
by the Federal National Mortgage Association, are supported only by the credit
of the instrumentality and not by the Treasury. If the securities are not backed
by the full faith and credit of the United States, the owner of the securities
must look principally to the agency issuing the obligation for repayment and may
not be able to assert a claim against United States in the event that the agency
or instrumentality does not meet its commitment. See Appendix A for a
description of corporate bond ratings.

SHORT-TERM INVESTMENTS

Each Portfolio may invest in any of the following securities and instruments:

CERTIFICATES OF DEPOSIT, BANKER'S ACCEPTANCES AND TIME DEPOSITS. Each Portfolio
may hold certificates of deposit, bankers' acceptances and time deposits.
Certificates of deposit are negotiable certificates issued against funds
deposited in a commercial bank for a definite period of time and earning a
specified return. Bankers' acceptances are negotiable drafts or bills of
exchange, normally drawn by an importer or exporter to pay for specific
merchandise, which are "accepted" by a bank, meaning in effect that the bank
unconditionally agrees to pay the face value of the instrument on maturity.
Certificates of deposit and bankers' acceptances acquired by a Portfolio will be
dollar-denominated obligations of domestic banks, savings and loan associations
or financial institutions which, at the time of purchase, have capital, surplus
and undivided profits in excess of $100 million (including assets of both
domestic and foreign branches), based on latest published reports, or less than
$100 million if the principal amount of such bank obligations are fully insured
by the U.S. Government.

In addition to buying certificates of deposit and bankers' acceptances, each
Portfolio also may make interest-bearing time or other interest-bearing deposits
in commercial or savings banks. Time deposits are non-negotiable deposits

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maintained at a banking institution for a specified period of time at a
specified interest rate.

COMMERCIAL PAPER AND SHORT-TERM NOTES. Portfolio may invest a portion of its
assets in commercial paper and short-term notes. Commercial paper consists of
unsecured promissory notes issued by corporations. Commercial paper and
short-term notes will normally have maturities of less than nine months and
fixed rates of return, although such instruments may have maturities of up to
one year.

Commercial paper and short-term notes will consist of issues rated at the time
of purchase "A-2" or higher by S&P, "Prime-1" or "Prime-2" by Moody's, or
similarly rated by another nationally recognized statistical rating organization
or, if unrated, will be determined by Rochdale to be of comparable quality. See
Appendix B for a description of commercial paper ratings.

FOREIGN INVESTMENT AND CURRENCIES.

The Portfolios may invest in securities of foreign issuers that are not publicly
traded in the United States. The Portfolios may also invest in Depositary
Receipts, purchase and sell foreign currency on a spot basis, and enter into
forward currency contracts (see "Forward Currency Contracts," below).

DEPOSITARY RECEIPTS. The Portfolios may invest in securities of foreign issuers
in the form of American Depositary Receipts ("ADRs"), European Depositary
Receipts ("EDRs"), Global Depositary Receipts ("GDRs") or other securities
convertible into securities of foreign issuers. These securities may not
necessarily be denominated in the same currency as the securities for which they
may be exchanged. The Portfolios may also hold American Depository Shares
("ADSs"), which are similar to ADRs. ADRs and ADSs are typically issued by an
American bank or trust company and evidence ownership of underlying securities
issued by a foreign corporation. EDRs, which are sometimes referred to as
Continental Depository Receipts ("CDRs"), are receipts issued in Europe,
typically by foreign banks and trust companies, that evidence ownership of
either foreign or domestic securities. Generally, ADRs in registered form are
designed for use in U.S. securities markets.

RISKS OF INVESTING IN FOREIGN SECURITIES. Investments in foreign securities
involve certain inherent risks, including the following:

POLITICAL AND ECONOMIC FACTORS. Individual foreign economies of certain
countries may differ favorably or unfavorably from the U.S. economy in such
respects as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency, and diversification and balance of
payments position. The internal politics of some foreign countries may not be as
stable as those of the United States. Governments in some foreign countries also
continue to participate to a significant degree, through ownership interest or
regulation, in their respective economies. Action by these governments could
include restrictions on foreign investment, nationalization, expropriation of
goods or imposition of taxes, and could have a significant effect on market
prices of securities and payment of interest. The economies of many foreign

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countries are heavily dependent upon international trade and are affected by the
trade policies and economic conditions of their trading partners. If these
trading partners enacted protectionist trade legislation, it could have a
significant adverse effect upon the securities markets of such countries.

CURRENCY FLUCTUATIONS. The Portfolios may invest in securities denominated in
foreign currencies. A change in the value of any such currency against the U.S.
dollar will result in a corresponding change in the U.S. dollar value of a
Portfolio's assets denominated in that currency. Such changes will also affect a
Portfolio's income. The value of a Portfolio's assets may also be affected
significantly by currency restrictions and exchange control regulations enacted
from time to time.

EURO CONVERSION. Several European countries adopted a single uniform currency
known as the "Euro," effective January 1, 1999. The Euro conversion, that will
take place over a several-year period, could have potential adverse effects on a
Portfolio's ability to value its portfolio holdings in foreign securities, and
could increase the costs associated with a Portfolio's operations. The
Portfolios and Rochdale are working with providers of services to the Portfolios
in the areas of clearance and settlement of trades to avoid any material impact
on the Portfolios due to the Euro conversion; there can be no assurance,
however, that the steps taken will be sufficient to avoid any adverse impact on
a Portfolio.

MARKET CHARACTERISTICS. Rochdale expects that many foreign securities in which a
Portfolio invests will be purchased in over-the-counter markets or on exchanges
located in the countries in which the principal offices of the issuers of the
various securities are located, if that is the best available market. Foreign
exchanges and markets may be more volatile than those in the United States.
Though growing, they usually have substantially less volume than U.S. markets,
and a Portfolio's foreign securities may be less liquid and more volatile than
U.S. securities. Also, settlement practices for transactions in foreign markets
may differ from those in United States markets, and may include delays beyond
periods customary in the United States. Foreign security trading practices,
including those involving securities settlement where Portfolio assets may be
released prior to receipt of payment or securities, may expose a Portfolio to
increased risk in the event of a failed trade or the insolvency of a foreign
broker-dealer.

LEGAL AND REGULATORY MATTERS. Certain foreign countries may have less
supervision of securities markets, brokers and issuers of securities, and less
financial information available to issuers, than is available in the United
States.

TAXES. The interest and dividends payable on some of a Portfolio's foreign
portfolio securities may be subject to foreign withholding taxes, thus reducing
the net amount of income available for distribution to Portfolio shareholders.

COSTS. To the extent that a Portfolio invests in foreign securities, its expense
ratio is likely to be higher than those of investment companies investing only
in domestic securities, since the cost of maintaining the custody of foreign
securities is higher.

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EMERGING MARKETS. Some of the securities in which a Portfolio may invest may be
located in developing or emerging markets, which entail additional risks,
including less social, political and economic stability; smaller securities
markets and lower trading volume, which may result in less liquidity and greater
price volatility; national policies that may restrict a Portfolio's investment
opportunities, including restrictions on investment in issuers or industries, or
expropriation or confiscation of assets or property; and less developed legal
structures governing private or foreign investment.

OPTIONS AND FUTURES STRATEGIES

Each Portfolio may purchase put and call options, engage in the writing of
covered call options and secured put options, and employ a variety of other
investment techniques. Specifically, a Portfolio may engage in the purchase and
sale of options on securities and stock indices, index future contracts and
options on such futures, all as described more fully below. Such investment
policies and techniques may involve a greater degree of risk than those inherent
in more conservative investment approaches. The Portfolios will not engage in
such transactions for the purposes of speculation or leverage.

OPTIONS ON SECURITIES. To hedge against adverse market shifts, a Portfolio may
purchase put and call options on securities held in its portfolio. In addition,
a Portfolio may seek to increase its income in an amount designed to meet
operating expenses or may hedge a portion of its portfolio investments through
writing (that is, selling) "covered" put and call options. A put option provides
its purchaser with the right to compel the writer of the option to purchase from
the option holder an underlying security at a specified price at any time during
or at the end of the option period. In contrast, a call option gives the
purchaser the right to buy the underlying security covered by the option from
the writer of the option at the stated exercise price. A covered call option
contemplates that, for so long as a Portfolio is obligated as the writer of the
option, it will own (1) the underlying securities subject to the option or (2)
securities convertible into, or exchangeable without the payment of any
consideration for, the securities subject tothe option. The value of the
underlying securities on which covered call options will be written at any one
time by a Portfolio will not exceed 25% of the Portfolio's total assets. A
Portfolio will be considered "covered" with respect to a put option it writes
if, so long as it is obligated as the writer of a put option, it segregates
liquid assets that are acceptable to the appropriate regulatory authority.

Each Portfolio may purchase options on securities that are listed on securities
exchanges or that are traded over-the-counter ("OTC"). As the holder of a put
option, a Portfolio has the right to sell the securities underlying the option,
and as the holder of a call option, a Portfolio has the right to purchase the
securities underlying the option, in each case at the option's exercise price at
any time prior to, or on, the option's expiration date. A Portfolio may choose
to exercise the options it holds, permit them to expire or terminate them prior
to their expiration by entering into closing sale transactions. In entering into
a closing sale transaction, a Portfolio would sell an option of the same series
as the one it has purchased.

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A Portfolio receives a premium when it writes call options, which increases the
Portfolio's return on the underlying security in the event the option expires
unexercised or is closed out at a profit. By writing a call, a Portfolio limits
its opportunity to profit from an increase in the market value of the underlying
security above the exercise price of the option for as long as the Portfolio's
obligation as writer of the option continues. A Portfolio receives a premium
when it writes put options, which increases the Portfolio's return on the
underlying security in the event the option expires unexercised or is closed out
at a profit. By writing a put, a Portfolio limits its opportunity to profit from
an increase in the market value of the underlying security above the exercise
price of the option for as long as the Portfolio's obligation as writer of the
option continues. Thus, in some periods, a Portfolio will receive less total
return and in other periods greater total return from its hedged positions than
it would have received from its underlying securities if unhedged.

In purchasing a put option, a Portfolio seeks to benefit from a decline in the
market price of the underlying security, whereas in purchasing a call option, a
Portfolio seeks to benefit from an increase in the market price of the
underlying security. If an option purchased is not sold or exercised when it has
remaining value, or if the market price of the underlying security remains equal
to or greater than the exercise price, in the case of a put, or remains equal to
or below the exercise price, in the case of a call, during the life of the
option, a Portfolio will lose its investment in the option. For the purchase of
an option to be profitable, the market price of the underlying security must
decline sufficiently below the exercise price, in the case of a put, and must
increase sufficiently above the exercise price, in the case of a call, to cover
the premium and transaction costs. Because option premiums paid by a Portfolio
are small in relation to the market value of the investments underlying the
options, buying options can result in large amounts of leverage. The leverage
offered by trading in options could cause a Portfolio's net asset value to be
subject to more frequent and wider fluctuations than would be the case if the
Portfolio did not invest in options.

OTC OPTIONS. OTC options differ from exchange-traded options in several
respects. They are transacted directly with dealers and not with a clearing
corporation, and there is a risk of non-performance by the dealer. However, the
premium is paid in advance by the dealer. OTC options are available for a
greater variety of securities and foreign currencies, and in a wider range of
expiration dates and exercise prices than exchange-traded options. Since there
is no exchange, pricing is normally done by reference to information from a
market maker, which information is carefully monitored or caused to be monitored
by Rochdale and verified in appropriate cases.

A writer or purchaser of a put or call option can terminate it voluntarily only
by entering into a closing transaction. In the case of OTC options, there can be
no assurance that a continuous liquid secondary market will exist for any
particular option at any specific time. Consequently, a Portfolio may be able to
realize the value of an OTC option it has purchased only by exercising it or
entering into a closing sale transaction with the dealer that issued it.
Similarly, when a Portfolio writes an OTC option, it generally can close out
that option prior to its expiration only by entering into a closing purchase
transaction with the dealer to which it originally wrote the option. If a
covered call option writer cannot effect a closing transaction, it cannot sell

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the underlying security or foreign currency until the option expires or the
option is exercised. Therefore, the writer of a covered OTC call option may not
be able to sell an underlying security even though it might otherwise be
advantageous to do so. Likewise, the writer of a covered OTC put option may be
unable to sell the securities pledged to secure the put for other investment
purposes while it is obligated as a put writer. Similarly, a purchaser of an OTC
put or call option might also find it difficult to terminate its position on a
timely basis in the absence of a secondary market.

Each Portfolio may purchase and write OTC put and call options in negotiated
transactions. The staff of the SEC has previously taken the position that the
value of purchased OTC options and the assets used as "cover" for written OTC
options are illiquid securities and, as such, are to be included in the
calculation of a Portfolio's 15% limitation on illiquid securities. However, the
staff has eased its position somewhat in certain limited circumstances. A
Portfolio will attempt to enter into contracts with certain dealers with which
it writes OTC options. Each such contract will provide that a Portfolio has the
absolute right to repurchase the options it writes at any time at a repurchase
price which represents the fair market value, as determined in good faith
through negotiation between the parties, but which in no event will exceed a
price determined pursuant to a formula contained in the contract. Although the
specific details of such formula may vary among contracts, the formula will
generally be based upon a multiple of the premium received by a Portfolio for
writing the option, plus the amount, if any, of the option's intrinsic value.
The formula will also include a factor to account for the difference between the
price of the security and the strike price of the option. If such a contract is
entered into, a Portfolio will count as illiquid only the initial formula price
minus the option's intrinsic value. Each Portfolio will enter into such
contracts only with primary U.S. Government securities dealers recognized by
Federal Reserve Banks. Moreover, such primary dealers will be subject to the
same standards as are imposed upon dealers with which a Portfolio enters into
repurchase agreements.

STOCK INDEX OPTIONS. In seeking to hedge all or a portion of its investment, a
Portfolio may purchase and write put and call options on stock indices listed on
securities exchanges.

A stock index measures the movement of a certain group of stocks by assigning
relative values to the securities included in the index. Options on stock
indices are generally similar to options on specific securities. Unlike options
on specific securities, however, options on stock indices do not involve the
delivery of an underlying security; the option in the case of an option on a
stock index represents the holder's right to obtain from the writer in cash a
fixed multiple of the amount by which the exercise price exceeds (in the case of
a put) or is less than (in the case of a call) the closing value of the
underlying stock index on the exercise date.

When a Portfolio writes an option on a stock index, it will segregate liquid
assets in an amount equal to the market value of the option, and will maintain
liquid assets with a value sufficient at all times to cover its potential
obligations while the option is open.

Stock index options are subject to position and exercise limits and other
regulations imposed by the exchange on which they are traded. If a Portfolio
writes a stock index option, it may terminate its obligation by effecting a
closing purchase transaction, which is accomplished by purchasing an option of

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the same series as the option previously written. The ability of a Portfolio to
engage in closing purchase transactions with respect to stock index options
depends on the existence of a liquid secondary market. Although a Portfolio
generally purchases or writes stock index options only if a liquid secondary
market for the options purchased or sold appears to exist, no such secondary
market may exist, or the market may cease to exist at some future date, for some
options. No assurance can be given that a closing purchase transaction can be
effected when a Portfolio desires to engage in such a transaction.

RISKS RELATING TO PURCHASE AND SALE OF OPTIONS ON STOCK INDICES. Purchase and
sale of options on stock indices by a Portfolio are subject to certain risks
that are not present with options on securities. Because the effectiveness of
purchasing or writing stock index options as a hedging technique depends upon
the extent to which price movements in a Portfolio's portfolio correlate with
price movements in the level of the index rather than the price of a particular
stock, whether the Portfolio will realize a gain or loss on the purchase or
writing of an option on a stock index depends upon movements in the level of
stock prices in the stock market generally or, in the case of certain indices,
in an industry or market segment, rather than movements in the price of a
particular stock. Accordingly, successful use by a Portfolio of options on stock
indices will be subject to the ability of Rochdale to correctly predict
movements in the direction of the stock market generally or of a particular
industry. This requires different skills and techniques than predicting changes
in the price of individual stocks. In the event Rochdale is unsuccessful in
predicting the movements of an index, a Portfolio could be in a worse position
than had no hedge been attempted.

Stock index prices may be distorted if trading of certain stocks included in the
index is interrupted. Trading in stock index options also may be interrupted in
certain circumstances, such as if trading were halted in a substantial number of
stocks included in the index. If this occurred, a Portfolio would not be able to
close out options which it had purchased or written and, if restrictions on
exercise were imposed, might be unable to exercise an option it holds, which
could result in substantial losses to the Portfolio. However, it will be each
Portfolio's policy to purchase or write options only on indices which include a
sufficient number of stocks so that the likelihood of a trading halt in the
index is minimized.

FUTURES CONTRACTS. Each Portfolio may purchase and sell stock index futures
contracts and interest rate futures contracts ("futures contracts"). The purpose
of the acquisition or sale of a futures contract by a Portfolio is to hedge
against fluctuations in the value of its portfolio without actually buying or
selling securities. The futures contracts in which a Portfolio may invest have
been developed by and are traded on national commodity exchanges. A Portfolio
may assume both "long" and "short" positions with respect to futures contracts.
A long position involves entering into a futures contract to buy a commodity,
whereas a short position involves entering into a futures contract to sell a
commodity.

A stock index futures contract is a bilateral agreement pursuant to which one
party agrees to accept, and the other party agrees to make, delivery of an
amount of cash equal to a specified dollar amount times the difference between
the stock index value at the close of trading of the contract and the price at
which the futures contract is originally struck. No physical delivery of the

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stocks comprising the index is made. Generally, contracts are closed out prior
to the expiration date of the contract.

An interest rate futures contract is a bilateral agreement pursuant to which one
party agrees to make, and the other party agrees to accept, delivery of a
specified type of debt security at a specified future time and at a specified
price. Although such futures contracts by their terms call for actual delivery
or acceptance of debt securities, in most cases, the contracts are closed out
before the settlement date without the making or taking of delivery.

The purpose of trading futures contracts is to protect a Portfolio from
fluctuations in value of its investment securities without necessarily buying or
selling the securities. Because the value of a Portfolio's investment securities
will exceed the value of the futures contracts sold by it, an increase in the
value of the futures contracts could only mitigate, but not totally offset, the
decline in the value of the Portfolio's assets. No consideration is paid or
received by a Portfolio upon trading a futures contract. Instead, upon entering
into a futures contract, a Portfolio is required to deposit an amount of cash or
U.S. Government securities generally equal to 10% or less of the contract value.
This amount is known as "initial margin" and is in the nature of a performance
bond or good faith deposit on the contract that is returned to a Portfolio upon
termination of the futures contract, assuming that all contractual obligations
have been satisfied; the broker will have access to amounts in the margin
account if the Portfolio fails to meet its contractual obligations. Subsequent
payments, known as "variation margin," to and from the broker, will be made
daily as the price of the currency or securities underlying the futures contract
fluctuates, making the long and short positions in the futures contract more or
less valuable, a process known as "marking-to-market." At any time prior to the
expiration of a futures contract, a Portfolio may elect to close a position by
taking an opposite position, which will operate to terminate the Portfolio's
existing position in the contract.

Each short position in a futures contract entered into by a Portfolio is secured
by the Portfolio's ownership of underlying securities. A Portfolio does not use
leverage when it enters into long futures contracts; the Portfolio segregates,
with respect to each of its long positions, liquid assets having a value equal
to the underlying commodity value of the contract.

Each Portfolio may trade futures contracts to the extent permitted under rules
and interpretations adopted by the Commodity Futures Trading Commission (the
"CFTC"). U.S. futures contracts have been designed by exchanges that have been
designated as "contract markets" by the CFTC, and must be executed through a
futures commission merchant, or brokerage firm, that is a member of the relevant
contract market. Futures contracts trade on a number of contract markets, and,
through their clearing corporations, the exchanges guarantee performance of the
contracts as between the clearing members of the exchange.

Each Portfolio intends to comply with CFTC regulations and avoid "commodity pool
operator" or "commodity trading advisor" status. These regulations require that
a Portfolio use futures positions (a) for "bona fide hedging purposes" (as
defined in the regulations) or (b) for other purposes so long as aggregate
initial margins and premiums required in connection with non-hedging positions
do not exceed 5% of the liquidation value of a Portfolio's portfolio.

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RISKS OF TRANSACTIONS IN FUTURES CONTRACTS. There are several risks in using
futures contracts as hedging devices. First, all participants in the futures
market are subject to initial margin and variation margin requirements. Rather
than making additional variation margin payments, investors may close the
contracts through offsetting transactions which could distort the normal
relationship between the index or security and the futures market. Second, the
margin requirements in the futures market are lower than margin requirements in
the securities market, and as a result the futures market may attract more
speculators than does the securities market. Increased participation by
speculators in the futures market may also cause temporary price distortions.
Because of possible price distortion in the futures market and because of
imperfect correlation between movements in stock indices or securities and
movements in the prices of futures contracts, even a correct forecast of general
market trends may not result in a successful hedging transaction over a very
short period.

Another risk arises because of imperfect correlation between movements in the
value of the futures contracts and movements in the value of securities subject
to the hedge. With respect to stock index futures contracts, the risk of
imperfect correlation increases as the composition of a Portfolio's portfolio
diverges from the securities included in the applicable stock index. It is
possible that a Portfolio might sell stock index futures contracts to hedge
against a decline in the market, only to have the market advance and the value
of securities held by the Portfolio decline. If this occurred, a Portfolio would
lose money on the contracts and also experience a decline in the value of its
portfolio securities. While this could occur, Rochdale believes that over time
the value of a Portfolio will tend to move in the same direction as the market
indices and will attempt to reduce this risk, to the extent possible, by
entering into futures contracts on indices whose movements they believe will
have a significant correlation with movements in the value of the portfolio
securities sought to be hedged.

Successful use of futures contracts by a Portfolio is subject to the ability of
Rochdale to predict correctly movements in the direction of the market. If a
Portfolio has hedged against the possibility of a decline in the value of the
stocks it holds and stock prices increase instead, the Portfolio would lose part
or all of the benefit of the increased value of its security which it has hedged
because it will have offsetting losses in its futures positions. In addition, in
such situations, if a Portfolio has insufficient cash, it may have to sell
securities to meet daily variation margin requirements. Such sales of securities
may, but will not necessarily, be at increased prices which reflect the rising
market. A Portfolio may have to sell securities at a time when it may be
disadvantageous to do so.

LIQUIDITY OF FUTURES CONTRACTS. Each Portfolio may elect to close some or all of
its contracts prior to expiration. The purpose of making such a move would be to
reduce or eliminate the hedge position held by a Portfolio. A Portfolio may
close its positions by taking opposite positions. Final determinations of
variation margin are then made, additional cash as required is paid by or to a
Portfolio, and the Portfolio realizes a loss or a gain. Positions in futures
contracts may be closed only on an exchange or board of trade providing a
secondary market for such futures contracts. Although each Portfolio intends to
enter into futures contracts only on exchanges or boards of trade where there

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appears to be an active secondary market, there is no assurance that a liquid
secondary market will exist for any particular contract at any particular time.

In addition, most domestic futures exchanges and boards of trade limit the
amount of fluctuation permitted in futures contract prices during a single
trading day. The daily limit establishes the maximum amount that the price of a
futures contract may vary either up or down from the previous day's settlement
price at the end of a trading session. Once the daily limit has been reached in
a particular contract, no trades may be made that day at a price beyond that
limit. The daily limit governs only price movement during a particular trading
day and therefore does not limit potential losses because the limit may prevent
the liquidation of unfavorable positions. It is possible that futures contract
prices could move to the daily limit for several consecutive trading days with
little or no trading, thereby preventing prompt liquidation of futures positions
and subjecting some futures traders to substantial losses. In such event, it
will not be possible to close a futures position and, in the event of adverse
price movements, a Portfolio would be required to make daily cash payments of
variation margin. In such circumstances, an increase in the value of the portion
of the portfolio being hedged, if any, may partially or completely offset losses
on the futures contract. However, as described above, there is no guarantee that
the price of the securities being hedged will, in fact, correlate with the price
movements in the futures contract and thus provide an offset to losses on a
futures contract.

Investments in futures contracts by their nature tend to be more short-term than
other securities investments made by a Portfolio. A Portfolio's ability to make
such investments, therefore, may result in an increase in portfolio activity and
thereby may result in the payment of additional transaction costs.

FORWARD CURRENCY CONTRACTS

Each Portfolio may enter into forward currency contracts in anticipation of
changes in currency exchange rates. A forward currency contract is an obligation
to purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. For example, a Portfolio might purchase a
particular currency or enter into a forward currency contract to preserve the
U.S. dollar price of securities it intends to or has contracted to purchase.
Alternatively, it might sell a particular currency on either a spot or forward
basis to hedge against an anticipated decline in the dollar value of securities
it intends to or has contracted to sell. Although this strategy could minimize
the risk of loss due to a decline in the value of the hedged currency, it could
also limit any potential gain from an increase in the value of the currency.

SWAP CONTRACTS

TYPES OF SWAPS. The Portfolios may use the following: (i) Long equity swap
contracts: where a Portfolio pays a fixed rate plus the negative performance, if
any, and receives the positive performance, if any, of an index or basket of
securities; (ii) Short equity swap contracts: where a Portfolio receives a fixed
rate plus the negative performance, if any, and pays the positive performance of
an index or basket of securities; (iii) Contracts for differences: equity swaps

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that contain both a long and short equity component; (iv) Interest rate swap
contracts: where a Portfolio exchanges fixed interest payments for floating
payments or vice versa; (v) Currency swap contracts: where a Portfolio exchanges
one currency for another at a forward exchange rate; and (vi) other similar
contractual agreements to exchange credit obligations.

USES. The Portfolios may use swaps for (i) various reasons, including, but not
limited to traditional hedging purposes - short equity swap contracts used to
hedge against an equity risk already present in a Portfolio; (ii) anticipatory
purchase hedging purposes - where a Portfolio that anticipates significant cash
purchase transactions enters into long equity swap contracts to obtain market
exposure until such a time where direct investment becomes possible or can be
made efficiently; (iii) anticipatory redemption hedging purposes - where a
Portfolio that expects significant demand for redemptions enters into short
equity swap contracts, to allow it to dispose of securities in a more orderly
fashion; (iv) direct investment - where a Portfolio purchases (particularly long
equity swap contracts in place of investing directly in securities; (v) risk
management where a Portfolio uses equity swap contracts to adjust the weight of
the Portfolio to a level the Advisor feels is the optimal exposure to individual
markets, sectors and equities or where the Portfolio uses currency swap
contracts to capture inefficiencies in foreign exchange rates or to minimize
exposure to the purchase price of a foreign security held by the Portfolio or
where a Portfolio uses interest rate swap contracts to exchange a
disadvantageous interest rate (whether floating or fixed) for a different
interest rate.

LIMITATIONS ON USE. There is generally no limit on the use of swaps except to
the extent such swaps are subject to the liquidity requirement of a Portfolio.

INVESTMENT RESTRICTIONS

The following policies and investment restrictions have been adopted by each
Portfolio and (unless otherwise noted) are fundamental and cannot be changed
without the affirmative vote of a majority of the Portfolio's outstanding voting
securities as defined in the Investment Company Act.

A Portfolio may not:

1. Make loans to others, except (a) through the purchase of debt securities in
accordance with its investment objectives and policies, (b) through the lending
of portfolio securities, or (c) to the extent the entry into a repurchase
agreement is deemed to be a loan.

2. (a) Borrow money, except temporarily for extraordinary or emergency purposes
from a bank and then not in excess of 10% of total assets (at the lower of cost
or fair market value; any such borrowing will be made only if immediately
thereafter there is an asset coverage of at least 300% of all borrowings and no
investments may be made while any borrowings are in excess of 5% of total
assets).

(b) Mortgage, pledge or hypothecate any of its assets except in connection
with any such borrowings.

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<PAGE>
3. Purchase securities on margin, participate on a joint or joint and several
basis in any securities trading account, or underwrite securities, except that
this restriction does not preclude a Portfolio from obtaining such short-term
credit as may be necessary for the clearance of purchases and sales of its
portfolio securities.

4. Purchase or sell real estate, or commodities or commodity contracts, except
that a Portfolio may purchase or sell currencies (including forward currency
exchange contracts), futures contracts, and related options.

5. Invest 25% or more of the market value of its assets in the securities of
companies engaged in any one industry, except that this restriction does not
apply to investment in the securities of the U.S. Government, its agencies or
instrumentalities.

6. Issue senior securities, as defined in the Investment Company Act except that
this restriction shall not be deemed to prohibit a Portfolio from (a) making any
permitted borrowings, mortgages or pledges, (b) entering into repurchase
transactions, or (c) engaging in options or futures transactions.

7. Invest in any issuer for purposes of exercising control or management.

8. With respect to 75% of its total assets, invest more than 5% of its total
assets in securities of a single issuer or hold more than 10% of the voting
securities of such issuer, except that this restriction does not apply to
investment in the securities of the U.S. Government, its agencies or
instrumentalities.

Each Portfolio observes the following policies, which are not deemed fundamental
and which may be changed without shareholder vote. A Portfolio may not:

9. Invest in securities of other investment companies except as provided for in
the Investment Company Act.

10. Invest, in the aggregate, more than 15% of its net assets in securities with
legal or contractual restrictions on resale, securities which are not readily
marketable, and repurchase agreements with more than seven days to maturity.

If a percentage restriction set forth in the prospectus or in this SAI is
adhered to at the time of investment, a subsequent increase or decrease in a
percentage resulting from a change in the values of assets will not constitute a
violation of that restriction, except with respect to borrowing and illiquid
securities, or as otherwise specifically noted.

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DISTRIBUTIONS AND TAX INFORMATION

DISTRIBUTIONS

Dividends from net investment income and distributions from net profits from the
sale of securities are generally made annually by the Portfolios other than the
Intermediate Fixed-Income Portfolio, which distributes income dividends
quarterly with annual distributions of any undistributed net investment income
by the Equity Portfolios expected on or about December 31 of each year. Any net
capital gains realized through the one-year period ended October 31 of each year
will also be distributed by December 31 of each year.

Each distribution by a Portfolio will be accompanied by a brief explanation of
the form and character of the distribution. In January of each year the
Portfolios will issue to each shareholder a statement of the federal income tax
status of all distributions made during the preceding calendar year.

TAX INFORMATION

Each Portfolio is treated as a separate entity for federal income tax purposes.
Each Portfolio intends to continue to qualify and elect to be treated as a
"regulated investment company" under Subchapter M of the Internal Revenue Code
(the "Code"), provided that it complies with all applicable requirements
regarding the source of its income, diversification of its assets, and timing of
distributions. It is each Portfolio's policy to distribute to its shareholders
all of its investment company taxable income and any net realized capital gains
for each fiscal year in a manner that complies with the distribution
requirements of the Code, so that the Portfolio will not be subject to any
federal income tax or excise taxes based on net income. To avoid the excise tax,
each Portfolio must also distribute (or be deemed to have distributed) by
December 31 of each calendar year (i) at least 98% of its ordinary income for
such year, (ii) at least 98% of the excess of its realized capital gains over
its realized capital losses for the one-year period ending on October 31 during
such year and (iii) any amounts from the prior calendar year that were not
distributed and on which the Portfolio paid no federal excise tax.

Each Portfolio's ordinary income generally consists of interest, dividend income
and income from short sales, less expenses. Net realized capital gains for a
fiscal period are computed by taking into account any capital loss carry forward
of the Portfolio.

Each Portfolio may write, purchase, or sell certain options, futures, and
foreign currency. Such transactions are subject to special tax rules that may
affect the amount, timing, and character of distributions to shareholders. For
example, such contracts that are "Section 1256 contracts" will be
"marked-to-market" for Federal income tax purposes at the end of each taxable
year (i.e., each contract will be treated as sold for its fair market value on
the last day of the taxable year). In general, unless certain special elections
are made, gain or loss from transactions in such contracts will be 60% long term
and 40% short-term capital gain or loss. Section 1092 of the Code, which applies
to certain "straddles," may also affect the taxation of a Portfolio's
transactions in options, futures, and foreign currency contracts. Under Section
1092 of the Code, a Portfolio may be required to postpone recognition for tax
purposes of losses incurred in certain of such transactions.

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<PAGE>
Distributions of net investment income and net short-term capital gains are
taxable to shareholders as ordinary income. In the case of corporate
shareholders, a portion of the distributions may qualify for the intercorporate
dividends-received deduction to the extent a Portfolio designates the amount
distributed as a qualifying dividend. This designated amount cannot, however,
exceed the aggregate amount of qualifying dividends received by the Portfolio
for its taxable year. The deduction, if any, may be reduced or eliminated if
Portfolio shares held by a corporate investor are treated as debt-financed or
are held for fewer than 46 days.

Any long-term capital gain distributions are taxable to shareholders as
long-term capital gains, regardless of the length of time they have held their
shares. Capital gains distributions are not eligible for the dividends-received
deduction referred to in the previous paragraph. Distributions of any ordinary
income and net realized capital gains will be taxable as described above,
whether received in shares or in cash. Shareholders who choose to receive
distributions in the form of additional shares will have a cost basis for
federal income tax purposes in each share so received equal to the net asset
value of a share on the reinvestment date. Distributions are generally taxable
when received. However, distributions declared in October, November, or December
to shareholders of record on a date in such a month and paid the following
January are taxable as if received on December 31. Distributions are includable
in alternative minimum taxable income in computing a shareholder's liability for
the alternative minimum tax.

Under the Code, each Portfolio will be required to report to the Internal
Revenue Service all distributions of ordinary income and capital gains as well
as gross proceeds from the redemption or exchange of Portfolio shares, except in
the case of exempt shareholders, which includes most corporations. Pursuant to
the backup withholding provisions of the Code, distributions of any taxable
income and capital gains and proceeds from the redemption of a Portfolio's
shares may be subject to withholding of federal income tax at the current
maximum federal tax rate of 31 percent in the case of non-exempt shareholders
who fail to furnish the Portfolio with their taxpayer identification numbers and
with required certifications regarding their status under the federal income tax
law. If the backup withholding provisions are applicable, any such distributions
and proceeds, whether taken in cash or reinvested in additional shares, will be
reduced by the amounts required to be withheld. Corporate and other exempt
shareholders should provide the Portfolios with their taxpayer identification
numbers or certify their exempt status in order to avoid possible erroneous
application of backup withholding. Each Portfolio reserves the right to refuse
to open an account for any person failing to certify the person's taxpayer
identification number.

If more than 50% of the value of a Portfolio's total assets at the close of the
taxable year consists of stock or securities in foreign corporation, the
Portfolio may elect to pass through to shareholders the right to take the credit
for any foreign taxes paid by the Portfolio. If a Portfolio does not qualify for
or does not make the election, only the Portfolio and not the shareholder may
take the credit.

Generally, a credit for foreign taxes may not exceed the portion of the
shareholder's U.S. federal income tax (determined without regard to the
availability of the credit) attributable to his or her total foreign source
taxable income. For this purpose, the portion of distributions paid by a

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<PAGE>
Portfolio from foreign source income will be treated as foreign source income. A
Portfolio's gains from the sale of securities will generally be treated as
derived from U.S. sources, and certain currency fluctuation gains and losses,
including fluctuation gains from foreign currency denominated debt securities,
receivables and payables will be treated as derived from U.S. sources. The
limitation on the foreign tax credit is applied separately to foreign source
"passive income," such as the portion of dividends received from a Portfolio
which qualifies as foreign source income. In addition, the foreign tax credit is
allowed to offset only 90% of the alternative minimum tax imposed on
corporations and individuals. Because of these limitations, shareholders may be
unable to claim a credit for the full amount of their proportionate shares of
foreign income taxes paid by a Portfolio even if the Portfolio is eligible and
makes the election to pass through those credits.

The use of hedging strategies, such as entering into forward contracts, involves
complex rules that will determine the character and timing of recognition of the
income received in connection therewith by a Portfolio. Income from foreign
currencies (except certain gains therefrom that may be excluded by future
regulations) and income from transactions in forward contracts derived by a
Portfolio with respect to its business of investing in securities or foreign
currencies will qualify as permissible income under Subchapter M of the Code.

Any security or other position entered into or held by a Portfolio that
substantially diminishes the Portfolio's risk of loss from any other position
held by the Portfolio may constitute a "straddle" for federal income tax
purposes. In general, straddles are subject to certain rules that may affect the
amount, character and timing of a Portfolio's gains and losses with respect to
straddle positions by requiring, among other things, that the loss realized on
disposition of one position of a straddle be deferred until gain is realized on
disposition of the offsetting position; that a Portfolio's holding period in
certain straddle positions not begin until the straddle is terminated (possibly
resulting in the gain being treated as short-term capital gain rather than
long-term capital gain); and that losses recognized with respect to certain
straddle positions, which would otherwise constitute short-term capital losses,
be treated as long-term capital losses. Different elections are available to the
Portfolios that may mitigate the effects of the straddle rules.

Certain forward contracts that are subject to Section 1256 of the Code ("Section
1256 Contracts") and that are held by a Portfolio at the end of its taxable year
generally will be required to be "marked to market" for federal income tax
purposes, that is, deemed to have been sold at market value. Sixty percent of
any net gain or loss recognized on these deemed sales and 60% of any net gain or
loss realized from any actual sales of Section 1256 Contracts will be treated as
long-term capital gain or loss, and the balance will be treated as short-term
capital gain or loss.

Section 988 of the Code contains special tax rules applicable to certain foreign
currency transactions that may affect the amount, timing and character of
income, gain or loss recognized by a Portfolio. Under these rules, foreign
exchange gain or loss realized with respect to foreign currency forward
contracts is treated as ordinary income or loss. Some part of a Portfolio's gain
or loss on the sale or other disposition of shares of a foreign corporation may,
because of changes in foreign currency exchange rates, be treated as ordinary
income or loss under Section 988 of the Code rather than as capital gain or

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<PAGE>
loss. Each Portfolio will not be subject to corporate income tax in the State of
Delaware as long as it qualifies as a regulated investment company for federal
income tax purposes. Distributions and the transactions referred to in the
preceding paragraphs may be subject to state and local income taxes, and the tax
treatment thereof may differ from the federal income tax treatment.

The foregoing discussion of U.S. federal income tax law relates solely to the
application of that law to U.S. citizens or residents and U.S. domestic
corporations, partnerships, trusts, and estates. Each shareholder who is not a
U.S. person should consider the U.S. and foreign tax consequences of ownership
of shares of a Portfolio, including the possibility that such a shareholder may
be subject to a U.S. withholding tax at a rate of 30 percent (or at a lower rate
under an applicable income tax treaty) on amounts constituting ordinary income.
In addition, the foregoing discussion of tax law is based on existing provisions
of the Code, existing and proposed regulations thereunder, and current
administrative rulings and court decisions, all of which are subject to change.
Any such charges could affect the validity of this discussion. The discussion
also represents only a general summary of tax law and practice currently
applicable to the Portfolios and certain shareholders therein, and, as such, is
subject to change. In particular, the consequences of an investment in shares of
a Portfolio under the laws of any state, local or foreign taxing jurisdictions
are not discussed herein. Each prospective investor should consult his or her
own tax advisor to determine the application of the tax law and practice in his
or her own particular circumstances.

TRUSTEES AND EXECUTIVE OFFICERS

The Trustees of the Trust, who were elected for an indefinite term by the
initial shareholders of the Trust, are responsible for the overall management of
the Trust, including general supervision and review of the investment activities
of the Portfolios. The Trustees, in turn, elect the officers of the Trust, who
are responsible for administering the day-to-day operations of the Trust and its
separate series. The current Trustees and officers, their dates of birth and
affiliations and principal occupations for the past five years are set forth
below.

Carl Acebes*, 8/27/46, Chairman and Trustee
570 Lexington Ave, New York, NY 10022. Chairman and Chief Investment Officer of
Rochdale.

Maxime C. Baretge, 9/18/40, Trustee
Hastings, W13, Barbados, West Indies. President, P.A. Pommares Agencies, S.A.
(luxury goods distribution).

Benedict T. Marino, 9/11/42, Trustee
144 Fairmount Rd., Ridgewood, NJ 07450. President, BTM Investment Company
(private investments) since January, 1995; formerly Managing Director,
Donaldson, Lufkin, Jenrette Securities Corp. (securities and investment banking)
from 1983-1995.

Garrett R. D'Alessandro*, CFA, 11/27/57, President, Secretary and Treasurer
570 Lexington Ave., New York, NY 10022. President, Chief Executive Officer, and
Director of Research of Rochdale.

* Indicates an "interested person" of the Trust as defined in the Investment
Company Act.

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Disinterested Trustees receive an annual retainer of $1,000 and a fee of $500
for each regularly scheduled meeting. Disinterested Trustees are also reimbursed
for expenses in connection with each Board meeting attended. No other
compensation or retirement benefits are received by any Trustee or officer from
the Portfolios or any other portfolio of the Trust. The Trustees have waived
these fees during the Magna and Atlas Portfolios' initial fiscal period ended
March 31, 1999. The Alpha Portfolio began investment operations in June of 1999
and the remaining portfolios began operations as of the date of this SAI. As of
the date of this SAI, the Trustees and officers of the Trust as a group owned
less than 1% of each Portfolio's outstanding shares.

THE PORTFOLIOS' INVESTMENT ADVISOR

As stated in the Prospectus, investment advisory services are provided to the
Portfolios by Rochdale Investment Management Inc. ("Rochdale" or the "Advisor"),
pursuant to an Investment Advisory Agreement ("Advisory Agreement").

The Advisory Agreement continues in effect after its initial two year term from
year to year so long as such continuation is approved at least annually by (1)
the Board of Trustees of the Trust or the vote of a majority of the outstanding
shares of Portfolios to which the Advisory Agreement applies, and (2) a majority
of the Trustees who are not interested persons of any party to the Advisory
Agreement,in each case cast in person at a meeting called for the purpose of
voting on such approval. The Advisory Agreement may be terminated at any time,
without penalty, by either Portfolio or Rochdale upon sixty days' written notice
and is automatically terminated in the event of its assignment as defined in the
Investment Company Act.

From inception through the fiscal period ended March 31, 1999, the Advisor
waived advisory fees and reimbursed the Magna Portfolio for expenses in the
total amount of $72,384, of which $15,295 was its advisory fee. The Advisor also
waived advisory fees and reimbursed the Atlas Portfolio in the total amount of
$99,964, of which $16,156 was its advisory fee. For the six-month period ended
September 30, 1999, the Advisor waived advisory fees due from the Magna
Portfolio and Atlas Portfolio in the amounts of $35,978 and $38,888,
respectively. For the same period, the Advisor reimbursed the Magna Portfolio
and Atlas Portfolio for expenses in the amounts of $6,102 and $4,083,
respectively. For the period June 1, 1999 (commencement of investment
operations) through September 30, 1999, the Advisor waived advisory fees due
from the Alpha Portfolio in the amount of $3,345 and reimbursed the Portfolio
for expenses in the amount of $62,341. These waivers and reimbursements were
made pursuant to the Advisor's undertaking to limit expenses of the Portfolios
during this period.

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<PAGE>
THE PORTFOLIOS' ADMINISTRATOR

The Portfolios have entered into an Administration Agreement with Investment
Company Administration LLC (the "Administrator"). 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, tax returns, shareholder reports and other
regulatory reports or filings required of the Portfolios; prepare all required
notice filings necessary to maintain each Portfolio's ability to sell shares in
all states where the Portfolios currently do or intend 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 Portfolio-related expenses; monitor and oversee the activities of the
Portfolios' servicing agents (e.g., transfer agent, custodian, fund accountants,
etc.); review and adjust as necessary each Portfolio's daily expense accruals;
and perform such additional services as may be agreed upon by the Portfolios and
the Administrator. For its services, the Administrator will receive a monthly
fee from each Portfolio at the annual rate of 0.10% of average daily net assets
with a minimum annual fee of $40,000.

From inception through the fiscal period ended March 31, 1999, the Magna
Portfolio accrued $30,247 in administration fees, of which $12,647 was
voluntarily waived by the Administrator. For the same period, the Atlas
Portfolio accrued $30,247 in administration fees, of which $10,776 was
voluntarily waived by the Administrator.

For the six-month period ending September 30, 1999, the Atlas Portfolio and
Magna Portfolio each paid $20,130 in administration fees. For the period June 1,
1999 (commencement of investment operations) through September 30, 1999, the
Alpha Portfolio paid $13,200 in administration fees.

THE PORTFOLIOS' DISTRIBUTOR

Rochdale also acts as the Portfolios' principal underwriter in a continuous
public offering of the Portfolios' shares. The Distribution Agreement between
the Portfolios and Rochdale will continue in effect from year to year if
approved at least annually by (i) the Board of Trustees or the vote of a
majority of the outstanding shares of the Portfolio to which the Distribution
Agreement applies (as defined in the Investment Company Act) and (ii) a majority
of the Trustees who are not interested persons of any such party, in each case
cast in person at a meeting called for the purpose of voting on such approval.
The Distribution Agreement may be terminated without penalty by the parties
thereto upon sixty days' written notice, and is automatically terminated in the
event of its assignment as defined in the Investment Company Act.

The Portfolios have adopted a Distribution Plan in accordance with Rule 12b-1
under the Investment Company Act. The Plan provides that each Portfolio will pay
a fee to the Distributor at an annual rate of up to 0.25% of the average daily
net assets of the Portfolio. The fee is paid to the Distributor as reimbursement
for or in anticipation of, expenses incurred for distribution related
activities. Expenses permitted to be paid by the Portfolios under their Plan
include: preparation, printing and mailing or prospectuses, shareholder reports
such as semi-annual and annual reports, performance reports and newsletters;

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<PAGE>
sales literature and other promotional material to prospective investors; direct
mail solicitation; advertising; public relations; compensation of sales
personnel, advisors or other third parties for their assistance with respect to
the distribution of the Portfolios' shares; payments to financial intermediaries
for shareholder support; administrative and accounting services with respect to
the shareholders of the Portfolios; and such other expenses as may be approved
from time to time by the Board of Trustees.

The Plan allows excess distribution expenses to be carried forward by the
Distributor and resubmitted for payment by a Portfolio in a subsequent fiscal
year provided that (i) distribution expenses cannot be carried forward for more
than three years following initial submission; (ii) the Board of Trustees has
made a determination at the time of initial submission that the distribution
expenses are appropriate to be carried forward; and (iii) the Board of Trustees
makes a further determination, at the time any distribution expenses which have
been carried forward are resubmitted for payment, to the effect that payment at
the time is appropriate, consistent with the objectives of the Plan and in the
current best interests of shareholders.

From inception through the fiscal period ended March 31, 1999, fees of $3,942
accrued by the Magna Portfolio pursuant to the Plan were voluntarily waived by
the Distributor. For the same period, fees of $4,040 accrued by the Atlas
Portfolio pursuant to the Plan were voluntarily waived by the Distributor.
During the six-month period ended September 30, 1999, the Portfolios did not
accrue any fees pursuant to the Plan.

EXECUTION OF PORTFOLIO TRANSACTIONS

Pursuant to the Advisory Agreement, Rochdale will determine which securities are
to be purchased and sold by each Portfolio and which broker-dealers are eligible
to execute its portfolio transactions. Purchases and sales of securities in the
over-the-counter market will generally be executed directly with a
"market-maker" unless, in the opinion of Rochdale, a better price and execution
can otherwise be obtained by using a broker for the transaction.

Purchases of portfolio securities for each Portfolio also may be made directly
from issuers or from underwriters. Where possible, purchase and sale
transactions will be made through dealers (including banks) which specialize in
the types of securities which a Portfolio will be holding, unless better
executions are available elsewhere. Dealers and underwriters usually act as
principal for their own account. Purchases from underwriters will include a
concession paid by the issuer to the underwriter and purchases from dealers will
include the spread between the bid and the asked price. If the execution and
price offered by more than one dealer or underwriter are comparable, the order
may be allocated to a dealer or underwriter that has provided research or other
services as discussed below.

In placing portfolio transactions, Rochdale will use its best efforts to choose
a broker-dealer capable of providing the services necessary to obtain the most
favorable price and execution available. The full range and quality of services
available will be considered in making these determinations, such as the size of
the order, the difficulty of execution, the operational facilities of the firm
involved, the firm's risk in positioning a block of securities, and other
factors. In those instances where it is reasonably determined that more than one

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broker-dealer can offer the services needed to obtain the most favorable price
and execution available, consideration may be given to those broker-dealers
which furnish or supply research and statistical information to Rochdale that it
may lawfully and appropriately use in its investment advisory capacities, as
well as provide other services in addition to execution services. Rochdale
considers such information, which is in addition to and not in lieu of the
services required to be performed by it under its Advisory Agreement with the
Portfolios, to be useful in varying degrees, but of indeterminable value.
Portfolio transactions may be placed with broker-dealers who sell shares of a
Portfolio subject to rules adopted by the National Association of Securities
Dealers, Inc.

While it is each Portfolio's general policy to seek first to obtain the most
favorable price and execution available, in selecting a broker-dealer to execute
portfolio transactions for a Portfolio, weight may also be given to the ability
of a broker-dealer to furnish brokerage and research services to the Portfolios,
other portfolios of the Trust or to Rochdale, even if the specific services were
not imputed just to the Portfolios and may be useful to Rochdale in advising
other clients. In negotiating commissions with a broker or evaluating the spread
to be paid to a dealer, a Portfolio may therefore pay a higher commission or
spread than would be the case if no weight were given to the furnishing of these
supplemental services, provided that the amount of such commission or spread has
been determined in good faith by Rochdale to be reasonable in relation to the
value of the brokerage and/or research services provided by such broker-dealer.
The standard of reasonableness is to be measured in light of Rochdale's overall
responsibilities to a Portfolio.

Investment decisions for each Portfolio will be made independently from those of
other client accounts or mutual funds managed or advised by Rochdale.
Nevertheless, it is possible that at times identical securities will be
acceptable for both a Portfolio and one or more of such client accounts or other
Portfolios. In such event, the position of the Portfolio and such client
account(s) or other Portfolios in the same issuer may vary and the length of
time that each may choose to hold its investment in the same issuer may likewise
vary. However, to the extent any of these client accounts or other Portfolios
seek to acquire the same security as a Portfolio at the same time, a Portfolio
may not be able to acquire as large a portion of such security as is desired, or
may have to pay a higher price or obtain a lower yield for such security.
Similarly, a Portfolio may not be able to obtain as high a price for, or as
large an execution of, an order to sell any particular security at the same
time. If one or more of such client accounts or other Portfolios simultaneously
purchases or sells the same security that a Portfolio is purchasing or selling,
each day's transactions in such security will be allocated between such
Portfolio and all such client accounts or other Portfolios in a manner deemed
equitable by Rochdale, taking into account the respective sizes of the accounts
and the amount being purchased or sold. It is recognized that in some cases this
system could have a detrimental effect on the price or value of the security
insofar as a Portfolio is concerned. In other cases, however, it is believed
that the ability of a Portfolio to participate in volume transactions may
produce better executions for the Portfolio.

The Portfolios do not place securities transactions through brokers in
accordance with any formula, nor do they effect securities transactions through
such brokers solely for selling shares of the Portfolios, although the
Portfolios may consider the sale of shares as a factor in allocating brokerage.

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<PAGE>
However, as stated above, broker-dealers who execute brokerage transactions may
effect purchase of shares of a Portfolio for their customers.

Subject to overall requirements of obtaining the best combination of price,
execution and research services on a particular transaction, the Portfolios may
place eligible portfolio transactions through their affiliated broker-dealer,
Rochdale Securities Corporation, under procedures adopted by the Board of
Trustees pursuant to the Investment Company Act and related rules.

From inception through the fiscal period ended March 31, 1999, the Magna
Portfolio paid $5,452 in brokerage commissions to non-affiliated broker-dealers.
During that period, Rochdale Securities Corporation received brokerage
commissions from the Magna Portfolio in the amount of $1,112. For the same
period, the Atlas Portfolio paid $31,506 in brokerage commissions to
non-affiliated broker-dealers. For the six-month period ended September 30,
1999, the Magna Portfolio and Atlas Portfolio paid $287 and $32,291 in brokerage
commissions to non-affiliated broker-dealers. From inception through September
30, 1999, the Alpha Portfolio paid $2,447 in brokerage commissions to
non-affiliated broker-dealers.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

The information provided below supplements the information contained in the
Portfolios' Prospectus regarding the purchase and redemption of Portfolio
shares.

HOW TO BUY SHARES

You may purchase shares of a Portfolio from selected securities brokers, dealers
or financial intermediaries. Investors should contact these agents directly for
appropriate instructions, as well as information pertaining to accounts and any
service or transaction fees that may be charged by those agents. Purchase orders
through securities brokers, dealers and other financial intermediaries are
effected at the next-determined net asset value after receipt of the order by
such agent before the Portfolio's daily cutoff time. Orders received after that
time will be purchased at the next-determined net asset value.

The public offering price of Portfolio shares is the net asset value. Each
Portfolio receives the net asset value. Shares are purchased at the public
offering price next determined after the Transfer Agent receives your order in
proper form as discussed in the Portfolios' Prospectus. In most cases, in order
to receive that day's public offering price, the Transfer Agent must receive
your order in proper form before the close of regular trading on the New York
Stock Exchange ("NYSE"), normally 4:00 p.m., Eastern time. If you buy shares
through your investment representative, the representative must receive your
order before the close of regular trading on the NYSE to receive that day's
public offering price. Orders are in proper form only after funds are converted
to U.S. funds.

The NYSE annually announces the days on which it will not be open for trading.
The most recent announcement indicates that it will not be open on the following
days: New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good Friday,

B-28
<PAGE>
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
However, the NYSE may close on days not included in that announcement.

If you are considering redeeming, exchanging or transferring shares to another
person shortly after purchase, you should pay for those shares with a certified
check to avoid any delay in redemption, exchange or transfer. Otherwise the
Portfolios may delay payment until the purchase price of those shares has been
collected or, if you redeem by telephone, until 15 days after the purchase date.

To eliminate the need for safekeeping, the Portfolios will not issue
certificates for your shares unless you request them.

The Trust reserves the right in its sole discretion (i) to suspend the continued
offering of the Portfolios' shares, (ii) to reject purchase orders in whole or
in part when in the judgment of Rochdale such rejection is in the best interest
of a Portfolio, and (iii) to reduce or waive the minimum for initial and
subsequent investments for certain fiduciary accounts, for employees of Rochdale
or under circumstances where certain economies can be achieved in sales of a
Portfolio's shares.

HOW TO SELL SHARES

You can sell your Portfolio shares any day the NYSE is open for regular trading,
either directly to a Portfolio or through your investment representative.

SELLING SHARES THROUGH YOUR INVESTMENT REPRESENTATIVE

Your investment representative must receive your request before the close of
regular trading on the NYSE to receive that day's net asset value. Your
investment representative will be responsible for furnishing all necessary
documentation to the Transfer Agent, and may charge you for its services.

SIGNATURE GUARANTEES

If you sell shares having a net asset value of $5,000 or greater, a signature
guarantee is required. Certain other transactions also require a signature
guarantee. The Portfolios may require additional documentation for the sale of
shares by a corporation, partnership, agent or fiduciary, or a surviving joint
owner. Contact Rochdale for details.

Signature guarantees may be obtained from a bank, broker-dealer, credit union
(if authorized under state law), securities exchange or association, clearing
agency or savings institution. A notary public cannot provide a signature
guarantee.

B-29
<PAGE>
DELIVERY OF REDEMPTION PROCEEDS

Payments to shareholders for shares of a Portfolio redeemed directly from the
Portfolio will be made as promptly as possible but no later than seven days
after receipt by the Portfolio's Transfer Agent of the written request in proper
form, with the appropriate documentation as stated in the Prospectus, except
that a Portfolio may suspend the right of redemption or postpone the date of
payment during any period when (a) trading on the NYSE is restricted as
determined by the SEC or the NYSE is closed for other than weekends and
holidays; (b) an emergency exists as determined by the SEC making disposal of
portfolio securities or valuation of net assets of a Portfolio not reasonably
practicable; or (c) for such other period as the SEC may permit for the
protection of a Portfolio's shareholders. Under unusual circumstances, a
Portfolio may suspend redemptions, or postpone payment for more than seven days,
but only as authorized by SEC rules.

At various times, a Portfolio may be requested to redeem shares for which it has
not yet received confirmation of good payment; in this circumstance, the
Portfolio may delay the redemption until payment for the purchase of such shares
has been collected and confirmed to the Portfolio.

The value of shares on redemption or repurchase may be more or less than the
investor's cost, depending upon the market value of the Portfolio's portfolio
securities at the time of redemption or repurchase.

TELEPHONE REDEMPTIONS

To redeem by telephone, a shareholder must have selected telephone transaction
privileges on the Account Application when opening a Portfolio account. Upon
receipt of any instructions or inquiries by telephone from shareholders or, if
held in a joint account, from either party, or from any person claiming to be
the shareholder, the Portfolios or their agent are authorized, without notifying
the shareholder or joint account parties, to carry out the instructions or to
respond to the inquiries, consistent with the service options chosen by the
shareholder or joint shareholders in the latest Account Application or other
written request for services, including purchasing, exchanging or redeeming
shares of a Portfolio and depositing and withdrawing monies from the bank
account specified in the Bank Account Registration section of the shareholder's
latest Account Application or as otherwise properly specified to a Portfolio in
writing.

The Transfer Agent will employ these and other reasonable procedures to confirm
that instructions communicated by telephone are genuine; if it fails to employ
reasonable procedures, the Portfolios may be liable for any losses due to
unauthorized or fraudulent instructions. An investor agrees, however, that if
such procedures are used, neither the Portfolios nor their agents will be liable
for any loss, liability, cost or expense arising out of any redemption request,
including any fraudulent or unauthorized request.

During periods of unusual market changes and shareholder activity, you may
experience delays in contacting the Transfer Agent by telephone. In this event,
you may wish to submit a written redemption request, as described in the
Prospectus, or contact your investment representative. The Telephone Redemption
Privilege is not available if you were issued certificates for shares that

B-30
<PAGE>
remain outstanding. The Telephone Redemption Privilege may be modified or
terminated without notice.

REDEMPTIONS-IN-KIND

Each Portfolio has reserved the right to pay the redemption price of its shares,
either totally or partially, by a distribution in kind of portfolio securities
(instead of cash). The securities so distributed would be valued at the same
amount as that assigned to them in calculating the net asset value for the
shares being sold. If a shareholder receives a distribution in kind, the
shareholder could incur brokerage or other charges in converting the securities
to cash. The Trust has filed an election under SEC Rule 18f-1 committing to pay
in cash all redemptions by a shareholder of record up to amounts specified by
the rule (approximately $250,000).

DETERMINATION OF SHARE PRICE

As noted in the Prospectus, the net asset value and offering price of shares of
each Portfolio will be determined once daily at the close of public trading on
the NYSE, normally 4:00 p.m., Eastern time, on each day the NYSE is open for
trading. It is expected that the NYSE will be closed on Saturdays and Sundays
and on New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas. Each
Portfolio does not expect to determine the net asset value of its shares on any
day when the NYSE is not open for trading even if there is sufficient trading in
its portfolio securities on such days to materially affect the net asset value
per share. However, the net asset value of Portfolio shares may also be
determined on days the NYSE is closed or at times other than 4:00 p.m. if the
Board of Trustees decides it is necessary.

In valuing each Portfolio's assets for calculating net asset value, readily
marketable portfolio securities listed on a national securities exchange or
NASDAQ are valued at the last sale price on the business day as of which such
value is being determined. If there has been no sale on such exchange or on
NASDAQ on such day, the security is valued at the closing bid price on such day.

Readily marketable securities traded only in an over-the-counter market and not
on NASDAQ are valued at the current or last bid price. If no bid is quoted on
such day, the security is valued by such method as the Board of Trustees of the
Trust shall determine in good faith to reflect the security's fair value. All
other assets of the Portfolios are valued in such manner as the Board of
Trustees in good faith deems appropriate to reflect their fair value.

The net asset value per share of each Portfolio is calculated as follows: all
liabilities incurred or accrued are deducted from the valuation of total assets,
which includes accrued but undistributed income; the resulting net assets are
divided by the number of shares of the Portfolio outstanding at the time of the
valuation; and the result (adjusted to the nearest cent) is the net asset value
per share.

B-31
<PAGE>
PERFORMANCE INFORMATION

From time to time, a Portfolio may state its total return in advertisements and
investor communications. Total return may be stated for any relevant period as
specified in the advertisement or communication. Any statements of total return
will be accompanied by information on the Portfolio's average annual compounded
rates of return over the most recent year and the period from the Portfolio's
inception of operations. A Portfolio may also advertise aggregate and average
total return information over different periods of time. A Portfolio's average
annual compounded rate of return is determined by reference to a hypothetical
$1,000 investment that includes capital appreciation and depreciation for the
stated periods, according to the following formula:

n
P(1+T) = ERV

Where: P = a hypothetical initial purchase order of $1,000 from which
the maximum sales load is deducted
T = average annual total return
n = number of years
ERV = ending redeemable value of the hypothetical $1,000 purchase
at the end of the period

Aggregate total return is calculated in a similar manner, except that the
results are not annualized. Each calculation assumes that all dividends and
distributions are reinvested at net asset value on the reinvestment dates during
the period.

For the period October 23, 1998 (commencement of investment operations) through
March 31, 1999 and the six-month period ended September 30, 1999, the total
return for the Magna Portfolio was 17.12% and 2.19%, respectively. For the
period October 2, 1998 (commencement of investment operations) through March 31,
1999 and the six-month period ended September 30, 1999, the total return for the
Atlas Portfolio was 22.08% and 14.19%, respectively. For the period June 1, 1999
(commencement of investment operations) through September 30, 1999, the total
return for the Alpha Portfolio was -4.44%. During these periods, certain fees
and expenses of the Portfolios were waived or reimbursed. Had such fees and
expenses not been waived or reimbursed, the return figures shown above would
have been lower.

A Portfolio's total return may be compared to relevant domestic and foreign
indices, including those published by Lipper Analytical Services, Inc. From time
to time, evaluations of a Portfolio's performance by independent sources may
also be used in advertisements and in information furnished to present or
prospective investors in the Portfolio.

Investors should note that the investment results of the Portfolios will
fluctuate over time, and any presentation of a Portfolio's total return for any
period should not be considered as a representation of what an investment may
earn or what an investor's total return may be in any future period.

B-32
<PAGE>
GENERAL INFORMATION

Investors in a Portfolio will be informed of the Portfolio's progress through
periodic reports. Financial statements certified by independent public
accountants will be submitted to shareholders at least annually.

Union Bank of California, located at 475 Sansome Street, San Francisco, CA
94111, acts as Custodian of the securities and other assets of the Portfolios.
American Data Services, Inc., P.O. Box 5536, Hauppauge, NY 11788-0132 acts as
the Portfolios' transfer and shareholder service agent.

Tait, Weller & Baker, 8 Penn Center, Suite 800, Philadelphia, PA 19103, is the
independent auditor for the Trust.

Paul, Hastings, Janofsky & Walker LLP, 345 California Street, 29th Floor, San
Francisco, California 94104, is legal counsel to the Trust.

As of June 14, 1999, DLJ Securities Corp. owned of record for the benefit of its
customers 96.7%of the outstanding shares of the Magna Portfolio. As of June 14,
1999, DLJ Securities Corp. owned of record for the benefit of its customers
98.7% of the outstanding shares of the Atlas Portfolio.

The Trust was organized as a Delaware business trust on March 10, 1998. The
Agreement and Declaration of Trust permits the Board of Trustees to issue an
limited number of full and fractional shares of beneficial interest, without par
value, which may be issued in any number of series. The Board of Trustees may
from time to time issue other series, the assets and liabilities of which will
be separate and distinct from any other series.

Shares issued by the Portfolios have no preemptive, conversion, or subscription
rights. Shareholders have equal and exclusive rights as to dividends and
distributions as declared by the Portfolios and to the net assets of the
Portfolios upon liquidation or dissolution. Each Portfolio, as a separate series
of the Trust, votes separately on matters affecting only the Portfolio (e.g.,
approval of the Advisory Agreement); all series of the Trust vote as a single
class on matters affecting all series jointly or the Trust as a whole (e.g.,
election or removal of Trustees). Voting rights are not cumulative, so that the
holders of more than 50% of the shares voting in any election of Trustees can,
if they so choose, elect all of the Trustees. While the Trust is not required
and does not intend to hold annual meetings of shareholders, such meetings may
be called by the Trustees in their discretion, or upon demand by the holders of
10% or more of the outstanding shares of the Trust, for the purpose of electing
or removing Trustees.

B-33
<PAGE>
FINANCIAL STATEMENTS

The annual reports to shareholders for the Magna and Atlas Portfolios for the
fiscal period ending March 31, 1999, and the semi-annual report for the Magna,
Alpha and Atlas Portfolios for the six-month period ending September 30, 1999,
are separate document supplied with this SAI and the financial statements,
accompanying notes and, with respect to the annual reports, the report of
independent accountants, appearing therein are incorporated by reference in this
SAI.

APPENDIX A
CORPORATE BOND RATINGS

MOODY'S INVESTORS SERVICES, INC.

Aaa: Bonds which are rated Aaa are judged to be of the best quality and carry
the smallest degree of investment risk. Interest payments are protected by a
large or by an exceptionally stable margin, and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of such
issues.

Aa: Bonds rated Aa are judged to be high quality by all standards. Together with
the Aaa group, they comprise what are generally known as high-grade bonds. They
are rated lower than the best bonds because margins of protection may not be as
large as in Aaa securities or fluctuation or protective elements may be of
greater amplitude or other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.

A: Bonds rated A possess many favorable investment attributes and are to be
considered as supper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa: Bonds rated Baa are considered medium-grade obligations (i.e., they are
neither highly protected nor poorly secured). Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.

Ba: Bonds rated Ba are judged to have speculative elements; their future cannot
be considered well-assured. Often the protection of interest and principal
payments may be very moderate, and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position characterizes bonds in
this class.

B: Bonds rated B generally lack characteristics of the desirable investment.
Assurance of interest and principal payments or maintenance of other terms of
the contract over any long period of time may be small.

B-34
<PAGE>
STANDARD & POOR'S RATINGS GROUP

AAA: Debt rated AAA has the highest rating assigned by S&P to a debt obligation.
Capacity to pay interest and repay principal is extremely strong.

AA: Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher-rated issues only in small degree.

A: Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB: Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas, it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in the higher-rated categories.

BB: Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB rating.

B: Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB- rating.

APPENDIX B
COMMERCIAL PAPER RATINGS

MOODY'S INVESTORS SERVICE, INC.

Prime-1: Issuers (or related supporting institutions) rated "Prime-1" have a
superior ability for repayment of senior short-term debt obligations. "Prime-1"
repayment ability will often be evidenced by many of the following
characteristics: leading market positions in well-established industries, high
rates of return on funds employed, conservative capitalization structures with
moderate reliance on debt and ample asset protection, broad margins in earnings
coverage of fixed financial charges and high internal cash generation, and
well-established access to a range of financial markets and assured sources of
alternate liquidity.

Prime-2: Issuers (or related supporting institutions) rated "Prime-2" have a
strong ability for repayment of senior short-term debt obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternative liquidity is maintained.

B-35
<PAGE>
STANDARD & POOR'S RATINGS GROUP

A-1: This highest category indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus (+) sign designation.

A-2: Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1".

B-36
<PAGE>
ROCHDALE INVESTMENT TRUST
FORM N-1A
PART C

ITEM 23. EXHIBITS.

(1) Agreement and Declaration of Trust (1)
(2) By-Laws (1)
(3) Specimen Share Certificate (2)
(4) Form of Investment Advisory Agreement (3)
(5) Form of Distribution Agreement (3)
(6) Not applicable
(7) Custodian Agreement (2)
(8) (1) Form of Administration Agreement (1)
(2) Form of Transfer Agency and Service Agreement (2)
(9) Opinion and consent of counsel (3)
(10) Consent of Accountants
(11) Not applicable
(12) Letter of Understanding relating to initial capital (2)
(13) Form of Plan pursuant to Rule 12b-1 (3)
(14) Not Applicable
(15) Not Applicable

1 Incorporated by reference from Registration Statement on Form N-1A filed on
March 6, 1998

2 Incorporated by reference from Pre-Effective Amendment No. 2 to the
Registration Statement on Form N-1A filed on June 30, 1998

3 Incorporated by reference from Post-Effective Amendment No. 2 to the
Registration Statement on Form N-1A filed on April 30, 1999

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

As of the date of this Amendment to the Registration Statement, there are no
persons controlled or under common control with the Registrant.

ITEM 25. INDEMNIFICATION

Article VII, Section 2 of the Trust's Declaration of Trust provides as follows:

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 ("Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable. In the event
<PAGE>
that a claim for indemnification against such liabilities (other than payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in connection with the successful defense
of any action, suit or proceeding) is asserted against the Registrant by such
director, officer or controlling person in connection with the shares being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

With respect to the Investment Adviser, the response to this item is
incorporated by reference to the Adviser's Form ADV as amended, File No.
801-27265.

ITEM 27. PRINCIPAL UNDERWRITERS.

(a) The Advisor also acts as the Registrant's principal underwriter and
does not act in that capacity for other investment companies.

(b) The following information is furnished with respect to the officers and
directors of the Advisor and Underwriter. Each such person's principal business
address is 570 Lexington Avenue, New York, NY 10022.

Position and Offices Position and
Name and Principal with Principal Offices with
Business Address Underwriter Registrant
- ---------------- ----------- ----------

Carl Acebes Chairman and Chief Investment Chairman and Trustee
Officer

Garrett R. D'Alessandro President and Chief Executive President, Secretary
Officer & Treasurer

Peter J. McGough Vice President None

Andrew Miranda Vice President & Controller None

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 and Trust 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 Fund's
Advisor at its address set forth in the prospectus and statement of additional
information and with respect to trust documents by its administrator at 2020 E.
Financial Way, Ste. 100, Glendora, CA 91741.

ITEM 29. MANAGEMENT SERVICES.

There are no management-related service contracts not discussed in Parts A
and B.

ITEM 30. UNDERTAKINGS

The Registrant undertakes:

(a) To furnish to each person to whom a prospectus is delivered a copy of
the Fund's latest annual report to shareholders, upon request and without
charge.

(b) If requested to do so by the holders of at least 10% of the Trust's
outstanding shares, to call a meeting of shareholders for the purposes of voting
upon the question of removal of a trustee and assist in communications with
other shareholders.
<PAGE>
EXHIBITS

Exhibit No. Description
- ----------- -----------

99.B10 Accountant's Consent
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this amendment to this registration
statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this amendment to this Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of New York in the
State of New York on January 11, 2000.

ROCHDALE INVESTMENT TRUST

By: /s/Garrett R. D'Alessandro
-----------------------------------
Garrett R. D'Alessandro
President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

/s/ Carl Acebes Trustee January 11, 2000
- --------------------------
Carl Acebes

/s/ Benedict T. Marino Trustee January 11, 2000
- --------------------------
Benedict T. Marino

Maxime C. Baretge Trustee January 11, 2000
- --------------------------
*Maxime C. Baretge

/s/Garrett R. D'Alessandro Principal January 11, 2000
- -------------------------- Financial
Garrett R. D'Alessandro Officer

/s/Garrett R. D'Alessandro
by Garrett R. D'Alessandro
*Pursuant to Powers of Attorney
dated June 24, 1998

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the references to our firm in the Post-Effective Amendments
No. 5 and No. 6 to the Registration Statement on Form N-1A of Rochdale
Investment Trust and to the use of our report dated May 19, 1999 on the
financial statements and financial highlights of Rochdale Atlas Portfolio and
Rochdale Magna Portfolio, each a series of shares of Rochdale Investment Trust.
Such financial statements and financial highlights appear in the 1999 Annual
Report to Shareholders which is incorporated by reference in the Registration
Statement.

/s/ Tait, Weller & Baker

Tait, Weller & Baker

Philadelphia, Pennsylvania
January 11, 2000