ROCHDALE INVESTMENT TRUST, 497, 2000-08-08

ROCHDALE INVESTMENT TRUST
497, 2000-08-08

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ROCHDALE INVESTMENT TRUST

PROSPECTUS
JULY 31, 2000

ROCHDALE CONSTELLATION SERIES

ROCHDALE MAGNA PORTFOLIO

ROCHDALE ALPHA PORTFOLIO

ROCHDALE ATLAS PORTFOLIO

ROCHDALE LARGE GROWTH PORTFOLIO

ROCHDALE LARGE VALUE PORTFOLIO

ROCHDALE MID/SMALL GROWTH PORTFOLIO

ROCHDALE MID/SMALL VALUE PORTFOLIO

ROCHDALE INTERMEDIATE FIXED INCOME PORTFOLIO
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
ROCHDALE MAGNA PORTFOLIO ................................................a large-cap domestic equity fund

ROCHDALE ALPHA PORTFOLIO .......................................a mid- and small-cap domestic equity fund

ROCHDALE ATLAS PORTFOLIO .............................................................foreign equity fund

ROCHDALE LARGE GROWTH PORTFOLIO ..................................a large-cap growth domestic equity fund

ROCHDALE LARGE VALUE PORTFOLIO ....................................a large-cap value domestic equity fund

ROCHDALE MID/SMALL GROWTH PORTFOLIO .....................a mid- and small-cap growth domestic equity fund

ROCHDALE MID/SMALL VALUE PORTFOLIO .......................a mid- and small-cap value domestic equity fund

ROCHDALE INTERMEDIATE FIXED INCOME PORTFOLIO ...............a domestic corporate and government bond fund
</TABLE>

TABLE OF CONTENTS

An Overview of each Portfolio.............................................. 2
Performance................................................................ 10
Fees and Expenses.......................................................... 11
Investment Goals and Principal Investment Strategies....................... 12
Principal Risks of Investing in the Portfolios............................. 21
Investment Advisor......................................................... 22
Shareholder Information.................................................... 23
Pricing of Portfolio Shares................................................ 24
Dividends and Distributions................................................ 24
Tax Consequences........................................................... 24
Distribution Arrangements.................................................. 24
Financial Highlights....................................................... 25

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SHARES OFFERED HEREBY IN ANY STATE TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
AN OVERVIEW OF EACH PORTFOLIO

ROCHDALE MAGNA PORTFOLIO

INVESTMENT GOAL

The Portfolio seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The Portfolio invests primarily in the common stocks of select large U.S.
companies the Advisor considers the most attractive within their respective
industries. Approximately 50 companies are selected, generally with a market
capitalization greater than $10 billion, across both cyclical and steady growth
industry groups. The Portfolio provides broad-based industry, sector, and growth
and value market cycle exposure commensurate with that of the broad market. Due
to selectivity of only those companies considered most attractive, the Advisor
expects the Portfolio to, over the long-term, generate incremental returns
greater than that of the broad large company market.

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:

* Seek an actively managed approach for large-cap growth and value exposure
within an asset allocation strategy.
* Are pursuing a long-term investment goal.
* Want to create a large company foundation for their equity portfolio.
* Desire 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 growth or
value 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.

2
<PAGE>
ROCHDALE ALPHA PORTFOLIO

INVESTMENT GOAL

The Portfolio seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The Portfolio invests primarily in equity securities of small and medium-size
U.S. companies. Companies are identified for investment through intensive
research and due diligence, with a focus on a company's fundamental
characteristics including the quality of the company's management and prospects
for continued growth. Companies selected will generally have a market
capitalization of less than $10 billion and are expected to grow earnings at a
rate above that of larger, more established companies. 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 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 smaller
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:

* Seek an actively managed approach for small- and mid- cap exposure within an
asset allocation strategy.
* 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 returns.

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.

3
<PAGE>
ROCHDALE ATLAS PORTFOLIO

INVESTMENT GOAL

The Portfolio seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The Portfolio invests primarily in equity securities of foreign companies 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 chooses
securities to represent each selected countries' broad 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. The Portfolio invests a minimum of 40% of its assets in
foreign developed markets.

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 occur in the political and/or economic stability of a
foreign country. An emerging market 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:

* Desire an active country selection approach for international exposure
within an asset allocation strategy.
* Seek a single international fund to provide both developed and emerging
market exposure across major world regions.
* 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 returns.

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.

4
<PAGE>
ROCHDALE LARGE GROWTH PORTFOLIO

INVESTMENT GOAL

The Portfolio seeks long-term growth of capital.

PRINCIPAL INVESTMENT STRATEGIES

The Portfolio invests in growth style equity securities. Generally, the
Portfolio will invest in large U.S. companies with a market capitalization of at
least $10 billion. Growth companies are those projected to grow earnings
steadily and are priced higher relative to their book value. Within each major
growth industry of the large-cap market, the Advisor assesses multiple
fundamental criteria to identify the most attractive growth companies for
investment. Through the implementation of an active disciplined approach,
including the methodical and consistent investment in only the top companies
within different growth industries, the Portfolio seeks to provide investors
with the benefits of broad growth style diversification, lower turnover, and
reduced expenses, and opportunity for incremental outperformance versus the
broad large-cap growth market.

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:

* Seek an active disciplined approach for large-cap growth exposure within an
asset allocation strategy.
* 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 and sector 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 returns.

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.

5
<PAGE>
ROCHDALE LARGE VALUE PORTFOLIO

INVESTMENT GOAL

The Portfolio seeks long-term growth of capital.

PRINCIPAL INVESTMENT STRATEGIES

The Portfolio invests in value style equity securities. Generally, the Portfolio
will invest in large U.S. companies with a market capitalization of at least $10
billion. Value companies are those projected to grow earnings cyclically and are
priced lower relative to their book value. Within each major value industry of
the large-cap market, the Advisor assesses multiple fundamental criteria to
identify the most attractive value companies for investment. Through the
implementation of an active disciplined approach, including the methodical and
consistent investment in only the top companies within different value
industries, the Portfolio seeks to provide investors with the benefits of broad
value style diversification, lower turnover, and reduced expenses, and
opportunity for incremental outperformance versus the broad large-cap value
market.

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:

* Seek an active disciplined approach for large-cap value exposure within an
asset allocation strategy.
* Are pursuing a long-term investment goal.
* Determine that a focus on value style investing is preferred.
* Want to create a large company value foundation for their equity portfolio.
* Are seeking broad-based industry and sector 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 returns.

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.

6
<PAGE>
ROCHDALE 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. Generally, the
Portfolio will invest in small and medium U.S. companies with a market
capitalization of less than $10 billion. Growth companies are those projected to
grow earnings steadily and are priced higher relative to their book value.
Within each major growth industry of the small- and mid-cap market, the Advisor
assesses multiple fundamental criteria to identify the most attractive growth
companies for investment. Through the implementation of an active disciplined
approach, including the methodical and consistent investment in only the top
companies within different growth industries, the Portfolio seeks to provide
investors with the benefits of broad growth style diversification, lower
turnover, and reduced expenses, and opportunity for incremental outperformance
versus the broad small- and mid-cap growth market.

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 medium-size companies. Small and medium-size 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:

* Seek an active disciplined approach for small- and mid-cap growth exposure
within an asset allocation strategy.
* Are pursuing a long-term investment goal.
* Want to focus their mid- and small-cap equity portfolio on growth
industries.
* Are willing to accept swings in their investment with the offsetting goal of
potentially earning higher long-term returns.

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.

7
<PAGE>
ROCHDALE 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. Generally, the Portfolio
will invest in small and medium U.S. companies with a market capitalization of
less than $10 billion. Value companies are those projected to grow earnings
cyclically and are priced lower relative to their book value. Within each major
value industry of the small- and mid-cap market, the Advisor assesses multiple
fundamental criteria to identify the most attractive value companies for
investment. Through the implementation of an active disciplined approach,
including the methodical and consistent investment in only the top companies
within different value industries, the Portfolio seeks to provide investors with
the benefits of broad value style diversification, lower turnover, and reduced
expenses, and opportunity for incremental outperformance versus the broad small-
and mid-cap value market.

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 medium-size companies. Small- and medium-size 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:

* Seek an active disciplined approach for small- and mid-cap value exposure
within an asset allocation strategy.
* Are pursuing a long-term investment goal.
* Want to focus their mid- and small-cap equity portfolio on value industries.
* Are willing to accept swings in their portfolio with the offsetting goal of
earning higher long-term returns.

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.

8
<PAGE>
ROCHDALE INTERMEDIATE FIXED INCOME PORTFOLIO

INVESTMENT GOAL

The Portfolio seeks current income and, to the extent consistent with this goal,
capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The Portfolio purchases debt obligations of government and corporate issuers
that provide an attractive rate of current income or provide for an attractive
return based on the 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.
Ordinarily, the Portfolio will seek to have an average portfolio maturity and
duration between 3 to 10 years. The Portfolio will invest at least 65% 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.

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 and remain high 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 or 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:

* Seek an active disciplined approach for fixed income exposure within an
asset allocation strategy.
* 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 intermediate-term 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.
* Want the high yield opportunities of investing in a fixed income portfolio
with instruments that are of lesser quality.

9
<PAGE>
PERFORMANCE

The following performance information indicates some of the risks of investing
in the Rochdale Magna Portfolio and Rochdale Atlas Portfolio. The bar chart
shows the Portfolios' total return for calendar year 1999. The table shows the
Portfolios' average return over time compared with broad-based market indices.
This past performance will not necessarily continue in the future. Since the
Rochdale Alpha Portfolio, Rochdale Large Growth Portfolio, Rochdale Large Value
Portfolio, Rochdale Mid/Small Growth Portfolio, Rochdale Mid/Small Value
Portfolio, and Rochdale Intermediate Fixed Income Portfolio have not been in
operation for a full calendar year, their performance is not shown.

CALENDAR YEAR 1999 TOTAL RETURNS*

ROCHDALE MAGNA PORTFOLIO ROCHDALE ATLAS PORTFOLIO

19.47% 29.82%

* The Rochdale Magna Portfolio's year-to-date return as of June 30, 2000 was
-3.82%. The Rochdale Atlas Portfolio's year-to-date return as of June 30,
2000 was -8.19%.

During the period shown in the bar chart, the Magna Portfolio's highest
quarterly return was 11.57% for the quarter ended December 31, 1999, and the
lowest quarterly return was -7.17% for the quarter ended September 30, 1999.

During the period shown in the bar chart, the Atlas Portfolio's highest
quarterly return was 15.48% for the quarter ended December 31, 1999, and the
lowest quarterly return was -1.55% for the quarter ended March 31, 1999.

AVERAGE ANNUAL TOTAL RETURNS
AS OF DECEMBER 31, 1999
1 Year Since Inception*
------ ---------------

Rochdale Magna Portfolio 19.47% 27.45%
Standard & Poor's 500** 21.04% 31.32%

Rochdale Atlas Porftolio 29.82% 46.39%
Morgan Stanley Capital International
World Index ex US*** 28.27% 45.19%
Dow Jones World Index ex US++ 33.84% 49.88%

* The Rochdale Magna Portfolio commenced investment operations on October 23,
1998, and the Rochdale Atlas Portfolio commenced investment operations on
October 2, 1998.
** The Standard & Poor's 500 is an unmanaged index of the 500 largest publicly
traded U.S. companies.
*** The Morgan Stanley Capital International World Index ex US is an unmanaged
index consisting of approximately 1,600 securities listed on exchanges in 22
countries, excluding the United States.
++ The Dow Jones World Index ex US is an unmanged index consisting of
approximately 2,200 securities listed on exchanges in 33 countries,
excluding the United States.

10
<PAGE>
FEES AND EXPENSES

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

<TABLE>
<CAPTION>
INTERMEDIATE
LARGE LARGE MID/SMALL MID/SMALL FIXED
MAGNA ALPHA ATLAS GROWTH VALUE GROWTH VALUE INCOME
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SHAREHOLDER FEES
(fees paid directly from
your investment)
Maximum sales charge (load)
imposed on purchases None None None None None None None None
Maximum deferred sales
charge (load) None None None None None None None None
Redemption Fee (as a
percentage of amount
redeemed)* 2.00% 2.00% 2.00% 2.00% 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% 0.50% 0.50% 0.50% 0.50% 0.40%
Distribution and
Service (12b-1) Fees** None None None None None None None None
Other Expenses 1.17% 1.50%+ 0.95% 1.25%+ 1.25%+ 1.25%+ 1.25%+ 1.25%+
----- ----- ----- ----- ----- ----- ----- -----
TOTAL ANNUAL FUND OPERATING
EXPENSES 2.17% 2.50% 1.95% 1.75% 1.75% 1.75% 1.75% 1.65%
----- ----- ----- ----- ----- ----- ----- -----
Fee Reduction and/or
Expense Reimbursement*** (0.42)% (0.65)% (0.00)% (0.50)% (0.50)% (0.40)% (0.40)% (0.75)%
----- ----- ----- ----- ----- ----- ----- -----
NET EXPENSES 1.75% 1.85% 1.95%++ 1.25% 1.25% 1.35% 1.35% 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.
** The Trustees have determined that no distribution fee will be payable under
the Distribution Plan during the year 2000.
*** 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.
++ During the fiscal year ended March 31, 2000, the Fund repaid the Advisor for
expenses it had previously paid for the Fund. Without such repayment, Total
Fund Operating Expenses would have been 1.76%.
+ Other expenses have been estimated for the current fiscal year.

11
<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, five, and
ten years. Although your actual costs may be higher or lower, under the
assumptions, your costs would be:

<TABLE>
<CAPTION>
INTERMEDIATE
LARGE LARGE MID/SMALL MID/SMALL FIXED
MAGNA ALPHA ATLAS GROWTH VALUE GROWTH VALUE INCOME
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
If you redeem your shares:
One Year $ 378 $ 398 $ 388 $327 $327 $337 $337 $292
Three Years $ 638 $ 573 $ 717 $502 $502 $512 $512 $447
Five Years $1,126 $ 972 $1,272 N/A N/A N/A N/A N/A
Ten Years $2,470 $2,089 $2,787 N/A N/A N/A N/A N/A

If you do not redeem your
shares:
One Year $ 178 $ 198 $ 188 $127 $127 $137 $137 $ 92
Three Years $ 638 $ 573 $ 717 $502 $502 $512 $512 $447
Five Years $1,126 $ 972 $1,272 N/A N/A N/A N/A N/A
Ten Years $2,470 $2,089 $2,787 N/A N/A N/A N/A N/A
</TABLE>

The Large Growth Portfolio, Large Value Portfolio, Mid/Small Growth Portfolio,
Mid/Small Value Portfolio, and Fixed Income Portfolio are considered new funds,
and therefore, are required to show their costs for one- and three-year periods
only.

INVESTMENT GOALS AND PRINCIPAL INVESTMENT STRATEGIES

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 large-company 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 benefit
from effective exposure to a wide variety of economic sectors in both cyclical
and steady growth industry groups.

PRINCIPAL INVESTMENT STRATEGIES

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. Companies are considered cyclical or steady growth based on

12
<PAGE>
specific industry characteristics. Cyclical growth companies experience greater
fluctuations related to the economy, while steady growth companies are less
influenced by economic cycles. 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 broad large-cap market.

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.

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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 and 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:

* 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 of less than $10 billion. The companies selected for
investment generally will have characteristics similar to mid- and small-cap
companies as a whole. 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

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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 spreading investments across many markets.

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.

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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ROCHDALE LARGE GROWTH PORTFOLIO

INVESTMENT GOAL

The Rochdale Large Growth portfolio seeks to provide long-term capital
appreciation.

INVESTMENT PHILOSOPHY

Through investment in select large U.S. companies within growth industries, the
Portfolio seeks to realize attractive long-term performance relative to the
broad large-cap growth market.

The Advisor classifies companies within the large-cap universe by industries.
Growth industries are typically less economically sensitive with regard to their
revenues and earnings, and their constituent companies are priced higher
relative to their book values.

The Advisor's active disciplined approach seeks to provide the benefits of both
active and passive investing. By investing methodologically and consistently in
only the top few large companies within each major growth industry, the
Portfolio seeks to outperform a passively managed fund that owns all companies
regardless of their level of attractiveness. At the same time, in contrast to
most actively managed growth style funds, the Portfolio seeks to capture the
benefits of lower turnover, reduced management fees, style consistency, and
reduced risk through broad diversification and managed variability relative to
the broad large-cap growth market.

PRINCIPAL INVESTMENT STRATEGIES

The Portfolio uses a proprietary methodology, focusing on fundamental and
technical attributes, to select leading companies within the growth industries
segment of the large-cap universe. Selected growth companies have greater
earnings growth, price momentum, and positive analyst sentiment relative to
their growth industry peers.

The selection process identifies what the Advisor considers to be the most
attractive large companies within each major growth industry. These companies
are screened further for their appropriateness in light of expected economic and
market conditions. The leading 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 segment of the large-cap universe.

The Portfolio invests primarily in equity securities of U.S. companies that have
a market capitalization in excess of $10 billion. The companies selected for
investment generally have characteristics similar to the large-cap growth market
as a whole. Investments in common stock are emphasized, but the Portfolio may
also buy other types of equity securities, including preferred stocks,
convertible securities, or warrants. Although not a principal investment
strategy, the Portfolio 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. The Portfolio may at times
have more than 5% of its assets within a certain issuer or industry group.

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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 LARGE VALUE PORTFOLIO

INVESTMENT GOAL

The Rochdale Large Value Portfolio seeks to provide long-term capital
appreciation.

INVESTMENT PHILOSOPHY

Through investment in select large U.S. companies within value industries, the
Portfolio seeks to realize attractive long-term performance relative to the
broad large cap value market.

The Advisor classifies companies within the large-cap universe by industries.
Value industries are typically more economically sensitive and cyclical with
regard to their revenues and earnings, and their constituent companies are
priced lower relative to their book values.

The Advisor's active disciplined approach seeks to provide the benefits of both
active and passive investing. By investing methodologically and consistently in
only the top few large companies within each major value industry, the Portfolio
seeks to outperform a passively managed fund that owns all companies regardless
of their level of attractiveness. At the same time, in contrast to most actively
managed value style funds, the Portfolios seek to capture the benefits of lower
turnover, reduced management fees, style consistency, and reduced risk through
broad diversification and managed variability relative to the broad large-cap
value market.

PRINCIPAL INVESTMENT STRATEGIES

The Portfolio uses a proprietary methodology, focusing on fundamental and
technical attributes, to select leading companies within the value industries
segment of the large-cap universe. Selected value companies are undervalued
relative to their cash flow return on investment and have above average price
momentum relative to their industry peers.

The selection process identifies what the Advisor considers to be the most
attractive large companies within each major value industry. These companies are
screened further for their appropriateness in light of expected economic and
market conditions. The leading 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 value segment of the large-cap universe.

The Portfolio invests primarily in equity securities of U.S. companies that have
a market capitalization in excess of $10 billion. The companies selected for
investment generally have characteristics similar to the large-cap value market
as a whole. Investments in common stock are emphasized, but the Portfolio may
also hold other types of equity securities, including preferred stocks,
convertible securities, or warrants. Although not a principal investment
strategy, the Portfolio 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. The Portfolio may at times
have more than 5% of its assets within a certain issuer or industry group.

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<PAGE>
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 MID/SMALL GROWTH PORTFOLIO

INVESTMENT GOAL

The Rochdale Mid/Small Growth Portfolio seeks to provide long-term capital
appreciation.

INVESTMENT PHILOSOPHY

Through investment in select small and medium-size U.S. companies within growth
industries, the Portfolio seeks to realize attractive long-term performance
relative to the broad mid- and small-cap growth market.

The Advisor classifies companies within the mid- and small-cap universe by
industries. Growth industries are typically less economically sensitive with
regard to their revenues and earnings, and their constituent companies are
priced higher relative to their book values.

The Advisor's active disciplined approach seeks to provide the benefits of both
active and passive investing. By investing methodologically and consistently in
only the top few small- and mid-cap companies within each major growth industry,
the Portfolio seeks to outperform a passively managed fund that owns all
companies regardless of their level of attractiveness. At the same time, in
contrast to most actively managed growth style funds, the Portfolio seeks to
capture the benefits of lower turnover, reduced management fees, style
consistency, and reduced risk through broad diversification and managed
variability relative to the broad mid- and small- cap growth market.

PRINCIPAL INVESTMENT STRATEGIES

The Portfolio uses a proprietary methodology, focusing on fundamental and
technical attributes, to select leading companies within the growth industries
segment of the mid- and small-cap universe. Selected growth companies have
greater earnings growth, price momentum, and positive analyst sentiment relative
to their growth industry peers.

The selection process identifies what the Advisor considers to be the most
attractive small and medium-size companies within each major growth industry
which may provide an opportunity for out performance relative to the small and
mid cap growth universe. These companies are screened further for their
appropriateness in light of expected economic and market conditions. The leading
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 segment of the mid- and small- cap universe.

The Portfolio invests primarily in equity securities of U.S. companies that have
a market capitalization less than $10 billion. The companies selected for
investment generally have characteristics similar to the mid- and small-cap
growth market as a whole. Investments in common stock are emphasized, but the
Portfolio may also hold other types of equity securities, including preferred
stocks, convertible securities, or warrants. Although not a principal investment
strategy, the Portfolio 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. The Portfolio may at times
have more than 5% of its assets within a certain issuer or industry group.

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<PAGE>
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.

ROCHDALE MID/SMALL VALUE PORTFOLIO

INVESTMENT GOAL

The Rochdale Mid/Small Value Portfolio seeks to provide long-term capital
appreciation.

INVESTMENT PHILOSOPHY

Through investment in select small and medium-size U.S. companies within value
industries, the Portfolio seeks to realize attractive long-term performance
relative to the broad mid- and small- cap value market.

The Advisor classifies companies within the mid- and small-cap universe by
industries. Value industries are typically more economically sensitive and
cyclical with regard to their revenues and earnings, and their constituent
companies are priced lower relative to their book values.

The Advisor's active disciplined approach seeks to provide the benefits of both
active and passive investing. By investing methodologically and consistently in
only the top few small- and mid-cap companies within each major value industry,
the Portfolio seeks to outperform a passively managed fund that owns all
companies regardless of their level of attractiveness. At the same time, in
contrast to most actively managed value style funds, the Portfolio seeks to
capture the benefits of lower turnover, reduced management fees, style
consistency, and reduced risk through broad diversification and managed
variability relative to the broad mid- and small- cap value market.

PRINCIPAL INVESTMENT STRATEGIES

The Portfolio uses a proprietary methodology, focusing on fundamental and
technical attributes, to select leading companies within the value industries
segment of the mid- and small-cap universe. Selected value companies are
undervalued relative to their cash flow return on investment and have above
average price momentum relative to their industry peers.

The selection process identifies what the Advisor considers to be the most
attractive small and medium-size companies within each major value industry
which may provide an opportunity for outperformance relative to the small and
medium sized universe. 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
value segment of the mid- and small- cap universe.

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<PAGE>
stocks, convertible securities, or warrants. Although not a principal investment
strategy, the Portfolio 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. The Portfolio may at times
have more than 5% of its assets within a certain issuer or industry group.

ROCHDALE 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 and government agency fixed income investments maturing in ten
years or less. Consistent with its primary goal, the Fund also seeks capital
appreciation.

INVESTMENT PHILOSOPHY

Through investment 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 capital appreciation
commensurate with that available from obligations with a duration of ten years
or less.

One of the potential benefits of the intermediate term structure for the
Portfolio will be to pursue the generally higher rates of current income as
compared to that available from 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.

PRINCIPAL INVESTMENT STRATEGIES

The Portfolio will purchase obligations of issuers that provide an attractive
rate of current income or provide for capital appreciation based on the
maturity, duration and credit quality of the issuer relative to comparable
issuers. Under normal circumstances the Portfolio primarily will hold 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.

Ordinarily the Portfolio will invest at least 65% 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.

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 that the
issuer has at least an investment grade of A or better.

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The advisor ordinarily will seek to have an average portfolio maturity and
duration between 3 to 10 years. 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.

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 COMPANY RISK. Although each of the Portfolios may invest
in the securities of small- and medium-size companies, the Rochdale Alpha
Portfolio and the Rochdale Mid/Small Growth and Value Portfolios 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 smaller 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
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,

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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.

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 $900 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%
Large Growth, Large Value, Mid/Small Growth,
and Mid/Small Value Portfolios 0.50%
Intermediate Fixed Income Portfolio 0.40%

For the fiscal year ended March 31, 2000, the Advisor received advisory fees of
1.00% of each of the Magna and Atlas Portfolio's average daily net assets. For
the same period, the Advisor waived all advisory fees due from the Alpha
Portfolio.

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

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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

The minimum initial purchase of each Portfolio is $10,000. You may add to your
investment at any time with investments of at least $1,000. Your financial
intermediary, including Rochdale Investment Management, may impose total account
minimums in excess of the individual fund minimum. The minimum investment
requirements may be waived from time to time at the Advisor's discretion.

Shares of the Portfolios may only be purchased through certain financial
intermediaries. In some cases, the Portfolios may choose to sell shares
directly. Contact your financial representative for instructions on how you may
purchase shares of the Portfolios.

RETIREMENT PLANS

The Portfolios are generally available in Individual Retirement Account ("IRA")
and Roth IRA plans offered by your financial representative. You may obtain
information about opening an IRA account by contacting your financial
representative. If you wish to open another type of retirement plan, please
contact your financial representative.

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 New York Stock Exchange
("NYSE") are open for business. The Portfolios generally choose not to charge
the 2% redemption fee for exchanges among Rochdale Funds, however, your
financial institution may not have a mechanism for waiving this fee. Please
check with your financial advisor to determine if you will be able to exchange
your shares without the 2% redemption fee. The sale of shares may result in a
gain or loss for federal income tax purposes.

You may exchange your shares by contacting your financial representative.

HOW TO SELL SHARES

You may sell (redeem) your Portfolio shares on any day the Portfolio and the
NYSE are open for business through your financial 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. The redemption fee may not be charged
in certain situations, including exchanges among Rochdale Funds, within a
qualified plan, or conversion to a Rochdale separately managed account.

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.

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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
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.

The sale of shares of may result in a gain or loss for federal income tax
purposes.

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.

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 your financial representative before the payment of the
distribution.

TAX CONSEQUENCES

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

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

DISTRIBUTION ARRANGEMENTS

The Portfolios have adopted a distribution plan under Rule 12b-1. This rule
allows the Portfolios to pay distribution fees for the sale and distribution of
their shares and for services provided to their shareholders. The Trustees have
determined that no fee will be payable under the Plan during the year 2000. 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.

24
<PAGE>
FINANCIAL HIGHLIGHTS

The table below is intended to help you understand the Portfolios' performance
for the periods shown. The Large Growth Portfolio, Large Value Portfolio,
Mid/Small Growth Portfolio, Mid/Small Value Portfolio and Intermediate
Fixed-Income 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 Annual Report, which is
available upon request.

FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
ATLAS MAGNA ALPHA
PORTFOLIO PORTFOLIO PORTFOLIO
-------------------- -------------------- ---------

Year 6/29/98* Year 6/29/98* 6/1/99*
Ended through Ended through through
3/31/00 3/31/99 3/31/00 3/31/99 3/31/00
------- ------- ------- ------- -------
<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 (0.11) 0.00 (0.16) (0.02) (0.13)
Net realized and unrealized gain
on investments 8.76 5.52 4.48 4.30 5.53
---- ---- ---- ---- ----
Total from investment operations 8.65 5.52 4.32 4.28 5.40
---- ---- ---- ---- ----
Less distributions:
Dividends from net investment income (0.08) 0.00 0.00 0.00 0.00
Distributions from realized gains (1.26) 0.00 (0.15) 0.00 0.00
----- ---- ----- ---- ----

Total distributions (1.34) 0.00 (0.15) 0.00 0.00
----- ---- ----- ---- ----

Net asset value, end of period $37.83 $30.52 $33.45 $29.28 $30.40
====== ====== ====== ====== ======

Total return 28.53% 22.08%** 14.80% 17.12%*** 21.60%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (millions) $ 62.8 $ 10.1 $ 18.3 $ 8.1 $ 8.6

Portfolio turnover rate 35.97% 22.90% 38.34% 47.81% 22.48%

Ratio of expenses to average net assets:
Before expense reimbursement and waivers 1.73% 7.79%# 2.15% 6.19%# 5.64%#
After expense reimbursement and waivers 1.91% 1.61%# 1.73% 1.60%# 1.83%#

Ratio of net investment loss to average net assets:
Before expense reimbursement and waivers (0.63%) (6.26%)# (1.09%) (4.88%)# (5.11%)#
After expense reimbursement and waivers (0.81%) (0.08%)# (0.67%) (0.29%)# (1.30%)#
</TABLE>
----------
* Inception of Portfolio.
** Commencement of investment operations - October 2, 1998.
*** Commencement of investment operations - October 23, 1998.
# Annualized.

25
<PAGE>
INVESTMENT ADVISOR
Rochdale Investment Management Inc.
570 Lexington Avenue
New York, New York 10022-6837

DISTRIBUTOR
Rochdale Investment Management Inc.
570 Lexington Avenue
New York, New York 10022-6837
(800) 245-9888

CUSTODIAN
Union Bank of California, N.A.
475 Sansome Street
San Francisco, California 94111

TRANSFER AND DIVIDEND DISBURSING AGENT
American Data Services, Inc.
P. O. Box 5536
Hauppauge, New York 11788-0132
(877) 881-2744

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 20549-0102 (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
JULY 31, 2000

ROCHDALE CONSTELLATION SERIES
ROCHDALE MAGNA PORTFOLIO ROCHDALE ALPHA
PORTFOLIO ROCHDALE ATLAS PORTFOLIO
ROCHDALE LARGE GROWTH PORTFOLIO ROCHDALE LARGE VALUE PORTFOLIO
ROCHDALE MID/SMALL GROWTH PORTFOLIO ROCHDALE MID/SMALL VALUE PORTFOLIO
ROCHDALE INTERMEDIATE FIXED INCOME 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 July 31, 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 Objectives and Policies ..................................... B-2
Investment Restrictions ................................................ B-15
Distributions and Tax Information ...................................... B-16
Trustees and Executive Officers ........................................ B-19
The Portfolios' Investment Advisor ..................................... B-20
The Portfolios' Administrator .......................................... B-32
The Portfolios' Distributor ............................................ B-22
Execution of Portfolio Transactions .................................... B-22
Portfolio Turnover ..................................................... B-24
Additional Purchase and Redemption Information ......................... B-24
Determination of Share Price ........................................... B-26
Performance Information ................................................ B-27
General Information .................................................... B-27
Financial Statements ................................................... B-28
Appendix A ............................................................. B-29
Appendix B ............................................................. B-30

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.

The Rochdale Magna Portfolio, Rochdale Alpha Portfolio and Rochdale Atlas
Portfolio have a fiscal year ending on March 31st. This SAI will report
financial disclosure for these three Portfolios. The Rochdale Large Growth
Portfolio, Rochdale Large Value Portfolio, Rochdale Mid/Small Growth Portfolio,
Rochdale Mid/Small Value Portfolio and Rochdale Intermediate Fixed Income
Portfolio have a fiscal year ending on December 31st. These Portfolios commenced
investment operations on December 31, 1999, and, therefore, do not have any
financial disclosure to report.

INVESTMENT OBJECTIVES AND POLICIES

Each of the Portfolios, other than the Intermediate Fixed Income Portfolio, has
the investment objective of long-term capital appreciation. The Intermediate
Fixed Income Portfolio has the primary objective of current income and, to the
extent consistent with this goal, capital appreciation. 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.

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.

B-3
<PAGE>
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
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.

B-4
<PAGE>
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
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.

B-5
<PAGE>
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.

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
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.

B-6
<PAGE>
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
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).

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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 Depositary 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 Depositary 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
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.

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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.

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.

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

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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
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

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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
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.

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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
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.

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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.

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.

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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
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.

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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
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.

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.

B-15
<PAGE>
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.

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

B-16
<PAGE>
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.

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.

B-17
<PAGE>
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
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.

B-18
<PAGE>
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
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.

B-19
<PAGE>
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.

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 all
fees due from the Magna, Alpha and Atlas Portfolios for the fiscal year ended
March 31, 2000. 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.

B-20
<PAGE>
For the fiscal year ended March 31, 2000, the Advisor received advisory fees of
$125,469 from the Magna Portfolio. During the same period the Advisor reimbursed
the Magna Portfolio for expenses in the total amount of $52,384. For the period
October 23, 1998 (commencement of investment operations) through the fiscal year
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.

For the fiscal year ended March 31, 2000, the Advisor received advisory fees of
$291,714 from the Atlas Portfolio. For the same period, the Atlas Portfolio
repaid the Advisor $52,831 of the amount of expenses it previously reimbursed
the Fund during prior fiscal periods. For the period October 2, 1998
(commencement of investment operations) through the fiscal year ended March 31,
1999, the Advisor 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 period June 1, 1999 (commencement of investment operations) through the
fiscal year ended March 31, 2000, the Advisor waived advisory fees due from the
Alpha Portfolio in the amount of $27,313 and reimbursed the Portfolio for
expenses in the amount of $77,756.

These waivers and reimbursements were made pursuant to the Advisor's undertaking
to limit expenses of the Portfolios during this period.

THE PORTFOLIOS' ADMINISTRATOR

The Portfolios have entered into an Administration Agreement with Investment
Company Administration LLC (the "Administrator"). The Administrator is located
at 4455 E. Camelback Rd, 261-S, Phoenix, AZ 85018, with offices in New York, New
Jersey and California. It provides administration services to mutual funds with
assets of approximately $7 billion. 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 receives from the
Portfolios a total annual fee, paid monthly, in the amount of $200,000.

For the fiscal year ended March 31, 2000, the Magna Portfolio paid $40,000 in
administration fees. For the period October 23, 1998 through the fiscal year
ended March 31, 1999, the Magna Portfolio accrued $30,247 in administration
fees, of which $12,647 was voluntarily waived by the Administrator.

B-21
<PAGE>
For the fiscal year ended March 31, 2000, the Atlas Portfolio paid $40,000 in
administration fees. For the period October 2, 1998 through the fiscal year
ended March 31, 1999, the Atlas Portfolio accrued $30,247 in administration
fees, of which $10,776 was voluntarily waived by the Administrator.

For the period June 1, 1999 through the fiscal year ended March 31, 2000, the
Alpha Portfolio paid $33,333 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 the annual rate of up to 0.25% of the average daily
net assets of the Portfolio. The Trustees have determined that no fees will be
payable under the Plan during the year 2000. 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 of prospectuses, shareholder
reports such as semi-annual and annual reports, performance reports and
newsletters; 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 Portfolio's 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.

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

B-22
<PAGE>
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
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.

B-23
<PAGE>
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.
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.

For the fiscal year ended March 31, 2000, the Magna Portfolio paid $3,372 in
brokerage commissions to non-affiliated broker-dealers. For the period October
23, 1998 through the fiscal year 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 fiscal year ended March 31, 2000, and the period October 2, 1998 through
the fiscal year ended March 31, 1999, the Atlas Portfolio paid $169,991 and
$31,506, respectively, in brokerage commissions to non-affiliated
broker-dealers.

For the period June 1, 1999 through the fiscal year ended March 31, 2000, the
Alpha Portfolio paid $11,238 in brokerage commissions to non-affiliated
broker-dealers.

PORTFOLIO TURNOVER

Although the Portfolios generally will not invest for short_term trading
purposes, portfolio securities may be sold without regard to the length of time
they have been held when, in the opinion of the Advisor, investment
considerations warrant such action. Portfolio turnover rate is calculated by
dividing (1) the lesser of purchases or sales of portfolio securities for the
fiscal year by (2) the monthly average of the value of portfolio securities
owned during the fiscal year. A 100% turnover rate would occur if all the
securities in a Portfolio's portfolio, with the exception of securities whose
maturities at the time of acquisition were one year or less, were sold and
either repurchased or replaced within one year. A high rate of portfolio
turnover (100% or more) generally leads to higher transaction costs and may
result in a greater number of taxable transactions. See "Execution of Portfolio
Transactions." The Magna Portfolio's turnover rate for the fiscal year ended
March 31, 2000 and the period October 23, 1998 through the fiscal year ended
March 31, 1999, was 38.34% and 47.81%, respectively. The Atlas Portfolio's
turnover rate for the fiscal year ended March 31, 2000 and the period October 2,
1998 through the fiscal year ended March 31, 1999, was 35.97% and 22.90%,
respectively. The Alpha Portfolio's turnover rate for the period June 1, 1999
through the fiscal year ended March 31, 2000, was 22.48% .

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.

B-24
<PAGE>
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 receipt of your order in proper form.
Your investment representative must receive your order before the close of
regular trading on the New York Stock Exchange ("NYSE"), normally 4:00 p.m.,
Eastern time, 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,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
However, the NYSE may close on days not included in that announcement.

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.

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.

HOW TO SELL SHARES

You can sell your Portfolio shares any day the NYSE is open for regular trading
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.

DELIVERY OF REDEMPTION PROCEEDS

Payments to shareholders for shares of a Portfolio redeemed 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.

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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.

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.

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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. Average annual total return for the Portfolios for the periods
ending March 31, 2000 are as follows:

Magna Portfolio Atlas Portfolio Alpha Portfolio
--------------- --------------- ---------------
One Year 14.80% 28.53% N/A
Life of Portfolio* 22.85% 35.14% 21.60%**

----------
* The Portfolios commenced investment operations on the following dates: Magna
Portfolio-October 23, 1998; Atlas Portfolio-October 2, 1998; and Alpha
Portfolio-June 1, 1999.
** Cumulative total return.

From commencement of investment operations through March 31, 2000, 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.

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, NA, 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.

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<PAGE>
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 30, 2000, Donaldson Lufkin Jenrette Securities Corporation Inc.,
Jersey City, NJ 07303 owned of record for the benefit of its customers the
following percentages of each Portoflio's outstanding shares as noted below:

Portfolio Percentage of Shares
--------- --------------------

Atlas Portfolio 95.24%
Magna Portfolio 95.49%
Alpha Portfolio 99.62%
Large Growth Portfolio 92.75%
Large Value Portfolio 92.69%
Mid/Small Growth Portfolio 84.15%
Mid/Small Value Portfolio 86.83%
Intermediate Fixed Income Portfolio 83.77%

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.

The Boards of the Trust, the Advisor and the Distributor have adopted Codes of
ethics under Rule 17j-1 of the 1940 Act. These Codes permit, subject to certain
conditions, personnel of the Advisor and Distributor to invest in securities
that may be purchased or held by the Portfolios.

FINANCIAL STATEMENTS

The annual reports to shareholders for the Magna, Alpha and Atlas Portfolios for
the fiscal year ended March 31, 2000 are separate documents supplied with this
SAI and the financial statements, accompanying notes and the report of
independent accountants, appearing therein are incorporated by reference in this
SAI. The Large Growth Portfolio, Large Value Portfolio, Mid/Small Growth
Portfolio, Mid/Small Value Portfolio and Intermediate Fixed Income Portfolio
have a fiscal year of December 31 and did not commence investment operations
until December 31, 1999.

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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.

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.

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<PAGE>
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.
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".

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