-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KK2D1R5xRB1akbOrfbrvU4SrnnLRZAWkFMu6niutRFbuSpgFXVSHaMqlvkdeCw/Z f8uDNyGVZ2Fi1mlLll2Hkg== 0000894189-08-001428.txt : 20080501 0000894189-08-001428.hdr.sgml : 20080501 20080501154803 ACCESSION NUMBER: 0000894189-08-001428 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20080501 DATE AS OF CHANGE: 20080501 EFFECTIVENESS DATE: 20080501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCHDALE INVESTMENT TRUST CENTRAL INDEX KEY: 0001057120 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-47415 FILM NUMBER: 08794570 BUSINESS ADDRESS: STREET 1: 570 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-6837 BUSINESS PHONE: 212-702-3500 MAIL ADDRESS: STREET 1: 570 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-6837 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCHDALE INVESTMENT TRUST CENTRAL INDEX KEY: 0001057120 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-08685 FILM NUMBER: 08794571 BUSINESS ADDRESS: STREET 1: 570 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-6837 BUSINESS PHONE: 212-702-3500 MAIL ADDRESS: STREET 1: 570 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022-6837 0001057120 S000005948 Rochdale Large Growth Portfolio C000016402 Rochdale Large Growth Portfolio RIMGX 0001057120 S000005949 Rochdale Large Value Portfolio C000016403 Rochdale Large Value Portfolio RIMVX 0001057120 S000005950 Rochdale Mid/Small Growth Portfolio C000016404 Rochdale Mid/Small Growth Portfolio RIMQX 0001057120 S000005951 Rochdale Mid/Small Value Portfolio C000016405 Rochdale Mid/Small Value Portfolio RIMKX 0001057120 S000005953 Rochdale Dividend & Income Portfolio C000016407 Rochdale Dividend & Income Portfolio RIMHX 0001057120 S000005954 Rochdale Intermediate Fixed Income Portfolio C000016408 Rochdale Intermediate Fixed Income Portfolio RIMCX 485BPOS 1 rit_485b.htm POST EFFECTIVE AMENDMENT rit_485b.htm

 
As filed with the Securities and Exchange Commission on May 1, 2008
1940 Act Registration No. 811-08685
1933 Act File No. 333-47415

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X]
Pre-Effective Amendment No.
   
[   ]
Post-Effective Amendment No.
23
 
[X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]
       
Amendment No.
26
 
[X]

(Check appropriate box or boxes)

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

570 Lexington Avenue
New York, New York 10022-6837
(Address of Principal Executive Office)

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

Keith Shintani
2020 East Financial Way, Suite 100
Glendora, California 91741
(Name and address of agent for Service)

copies to
Laura Corsell, Esq.
1400 N. Providence Road, Suite 6020
Media, Pennsylvania 19063

As soon as practicable after this Registration Statement is declared effective.
(Approximate Date of Proposed Public Offering)

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

[   ]
Immediately upon filing pursuant to Rule 485(b).
[X]
on May 1, 2008 pursuant to Rule 485(b).
[   ]
on (date) pursuant to Rule 485(a)(1).
[   ]
60 days after filing pursuant to Rule 485 (a)(1).
[   ]
75 days after filing pursuant to Rule 485 (a)(2).
[   ]
on (date) pursuant to Rule 485(a)(2).

If appropriate, check the following box:

[   ]
This post-effective amendment designates a new effective date for a previously filed
post-effective amendment.
 
EXPLANATORY NOTE

This Post-Effective Amendment No. 23 to the Registration Statement of Rochdale Investment Trust is being filed to add the audited financial statements and certain related financial information for the fiscal period ended December 31, 2007.

 

 
 
ROCHDALE
   INVESTMENT TRUST
 
 
 
 
 
 
 
PROSPECTUS
May 1, 2008
 
 
 
 
 
 
 
Rochdale Large Growth Portfolio
Rochdale Large Value Portfolio
Rochdale Mid/Small Growth Portfolio
Rochdale Mid/Small Value Portfolio
Rochdale Dividend & Income Portfolio
Rochdale Intermediate Fixed Income Portfolio
 
 
 
 
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.
 
 
 
 
 
 
cover graphic
 

 
 
ROCHDALE INVESTMENT TRUST
 
PROSPECTUS
May 1, 2008

 
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 Dividend & Income Portfolio
an equity and income fund
   
Rochdale Intermediate Fixed Income Portfolio
a domestic corporate and government bond fund
 
 
Each of the Portfolios (collectively, the “Portfolios”) of Rochdale Investment Trust (the “Trust”) is
managed by Rochdale Investment Management LLC (the “Advisor”).



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.


 
 
 
 
 
 
 

 

 
TABLE OF CONTENTS
 
 
An Overview Of Each Portfolio
 
2
Rochdale Large Growth Portfolio
 
2
Rochdale Large Value Portfolio
 
3
Rochdale Mid/Small Growth Portfolio
 
4
Rochdale Mid/Small Value Portfolio
 
5
Rochdale Dividend & Income Portfolio
 
6
Rochdale Intermediate Fixed Income Portfolio
 
7
Performance
 
8
Fees And Expenses
 
11
Investment Goals And Principal Investment Strategies
 
13
Principal Risks Of Investing In The Portfolios
 
19
Portfolio Holdings Information
 
21
Investment Advisor
 
21
Shareholder Information
 
23
Pricing Of Portfolio Shares
 
27
Dividends And Distributions
 
28
Tax Consequences
 
28
Distribution Agreements
 
29
Compensation To Dealers And Shareholder Servicing Agents
 
29
Financial Highlights
 
30
Privacy Notice
 
36



Introduction.

Rochdale Investment Trust (the “Trust”) currently consists of six separate series of shares (each a “Portfolio”).  Rochdale Investment Management LLC (“Advisor”) serves as the investment advisor for the Trust and is responsible for day-to-day investment decisions for each of the Portfolios.  The Trust is a registered investment management company and, in accordance with applicable regulations, each Portfolio is managed as a separate mutual fund in accordance with separate investment objectives and policies.  Each Portfolio is currently authorized to issue a single class of shares (designated as Class A shares) at a public offering price which may include a sales charge.  Depending on the investments made by an individual Portfolio and the investment strategies and techniques used by the Advisor, a Portfolio may be subject to additional risks.  On the following pages you will find a  portfolio-by-portfolio  summary of the investment policies and risks associated with an investment in the respective Portfolios, together with illustrations of their past performance and the expenses that you will bear as a shareholder of each Portfolio.
 
 
 
 
 


 
AN OVERVIEW OF EACH PORTFOLIO

Rochdale Large Growth Portfolio
 
Investment Goal The Portfolio seeks to provide long-term capital appreciation.
   
Principal Investment Strategies
The Portfolio invests in equity securities of select large growth-style companies.  Generally, the Portfolio will invest, under normal conditions, at least 80% of its net assets in large U.S. companies.  As of December 31,  2007 , the weighted average market capitalization of the Portfolio was $96.9 billion.   Growth companies and industries are those expected to grow earnings and revenues faster than does the average company or industry. Within the large-cap growth universe, the Advisor assesses multiple fundamental criteria to identify the most attractive companies for investment.  The Advisor’s multi-factor approach is a methodology that ranks each industry and company according to specific fundamental factors. The Advisor then invests predominantly in top-ranked companies within the top-ranked industries with a view to providing investors with the returns and risks associated with broadly diversified exposure to the large-cap growth asset class.  Consistent with the Portfolio’s investment goal, the Portfolio seeks incremental outperformance relative to the broad large-cap growth market over the long term.  

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.
·  
Growth style companies lose value or move out of favor.
 
Who May Want to Invest The Portfolio may be appropriate for investors who:
in this Portfolio   
·  
Seek large-cap growth exposure within an asset allocation strategy.
·  
Desire a disciplined approach for the core of their portfolio.
·  
Are pursuing a long-term investment goal.
·  
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.
·  
Determine that a focus on growth style investing is preferred.
·  
Are seeking diversified industry and sector exposure within the growth segment of the market.
 
 
The Portfolio may not be appropriate for investors who:
 
·  
Have an investment holding period of less than 3 to 5 years.
·  
Need regular income.
·  
Prefer to own small companies.
·  
Cannot tolerate substantial principal fluctuation.
 
 
2

 
AN OVERVIEW OF EACH PORTFOLIO

Rochdale Large Value Portfolio
 
Investment Goal The Portfolio seeks to provide long-term capital appreciation.
 
Principal Investment Strategies
The Portfolio invests in equity securities of select large value-style companies.  Generally, the Portfolio will invest, under normal conditions, at least 80% of its net assets in large U.S. companies.  As of December 31,  2007 , the weighted average market capitalization of the Portfolio was $ 72.0  billion.  Value companies and industries are typically characterized by their relatively lower price-to-book, price-to-cash flow and price-to-sales measures as well as higher dividend yield.  Within the large-cap value universe, the Advisor assesses multiple fundamental criteria to identify the most attractive companies for investment.  The Advisor’s multi-factor approach is a methodology that seeks to rank each industry and company according to specific fundamental factors.  The Advisor then invests predominantly in top-ranked companies within the top-ranked industries with a view to providing investors with the returns and risks associated with broadly diversified exposure to the large-cap value asset class.  Consistent with the Portfolio’s investment goal, the Portfolio seeks incremental outperformance relative to the broad large-cap value market over the long term.

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.
·  
Value style companies lose value or move out of favor.
 
Who May Want to Invest    The Portfolio may be appropriate for investors who:
in this Portfolio  
·  
Seek large-cap value exposure within an asset allocation strategy.
·  
Desire a disciplined approach for the core of their portfolio.
·  
Are pursuing a long-term investment goal.
·  
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.
·  
Determine that a focus on value style investing is preferred.
·  
Are seeking diversified industry and sector exposure within the value segment of the market.
 
 
The Portfolio may not be appropriate for investors who:
 
·  
Have an investment holding period of less than 3 to 5 years.
·  
Need regular income.
·  
Prefer to own small companies.
·  
Cannot tolerate substantial principal fluctuation.
 
 
3

 
AN OVERVIEW OF EACH PORTFOLIO

Rochdale Mid/Small Growth Portfolio
 
Investment Goal
The Portfolio seeks to provide long-term capital appreciation.
 
Principal Investment Strategies
The Portfolio invests in equity securities of select small and medium-size growth-style companies.  Generally, the Portfolio will invest, under normal conditions, at least 80% of its net assets in small and medium-size U.S. companies.  As of December 31,  2007 , the weighted average market capitalization of the Portfolio was $ 4.5 billion .  Growth companies and industries are those expected to grow earnings and revenues faster than does the average company or industry.  Within the mid- and small-cap growth universe, the Advisor assesses multiple fundamental criteria to identify the most attractive companies for investment.  The Advisor’s multi-factor approach is a methodology that ranks each industry and company according to specific fundamental factors.  The Advisor then invests predominantly in top-ranked small and medium-size companies within the top-ranked industries with a view to providing investors with the returns and risks associated with broadly diversified exposure to the mid- and small-cap growth asset classes.  Consistent with the Portfolio’s investment goal, the Portfolio seeks incremental outperformance relative to the broad mid- and small-cap growth market over the long term.
 
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 of smaller companies, which are typically more volatile and less liquid than larger companies.
·  
Growth style companies lose value or move out of favor.
 
Who May Want to Invest 
The Portfolio may be appropriate for investors who:
in this Portfolio
 
·  
Seek small- and mid-cap growth exposure within an asset allocation strategy.
·  
Are pursuing a long-term investment goal.
·  
Are willing to accept swings in the value of their portfolio with the offsetting goal of potentially earning higher long-term returns
·  
Determine that a focus on growth style investing is preferred
·  
Are seeking diversified industry and sector exposure within the growth segment of the market.
 
 
The Portfolio may not be appropriate for investors who:
 
·  
Have an investment holding period of less than 3 to 5 years.
·  
Need regular income.
·  
Wish to have their equity allocation invested in large companies only.
·  
Cannot tolerate substantial principal fluctuation.
 
 
4

 
AN OVERVIEW OF EACH PORTFOLIO

Rochdale Mid/Small Value Portfolio
 
Investment Goal
The Portfolio seeks to provide long-term capital appreciation.
 
Principal Investment Strategies
The Portfolio invests in equity securities of select small and medium-size value-style companies. Generally, the Portfolio will invest, under normal conditions, at least 80% of its net assets in small and medium-size U.S. companies.  As of December 31,  2007 , the weighted average market capitalization of the Portfolio was $ 3.5  billion. Value companies and industries are typically characterized by their relatively lower price-to-book, price-to-cash flow and price-to-sales measures as well as higher dividend yield.  Within the mid- and small-cap value universe, the Advisor assesses multiple fundamental criteria to identify the most attractive companies for investment.  The Advisor’s multi-factor approach is a methodology that ranks each company and industry according to specific fundamental factors.  The Advisor then invests predominantly in top-ranked small and medium-size companies within the top-ranked value industries with a view to providing investors with the risks and returns associated with broadly diversified exposure to the mid- and small-cap value asset classes.  Consistent with the Portfolio’s investment goal, the Portfolio seeks incremental outperformance relative to the broad mid- and small-cap value market over the long term.

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 of smaller companies, which are typically more volatile and less liquid than larger companies.
·  
Value style companies lose value or move out of favor.
 
Who May Want to Invest  
The Portfolio may be appropriate for investors who:
in this Portfolio  
·  
Seek small- and mid-cap value exposure within an asset allocation strategy.
·  
Are pursuing a long-term investment goal.
·  
Are willing to accept swings in the value of their portfolio, with the offsetting goal of potentially earning higher long-term returns.
·  
Determine that a focus on value style investing is preferred.
·  
Are seeking diversified industry and sector exposure within the value segment of the market.
 
 
The Portfolio may not be appropriate for investors who:
 
·  
Have an investment holding period of less than 3 to 5 years.
·  
Need regular income.
·  
Wish to have their equity allocation invested in large companies only.
·  
Cannot tolerate substantial principal fluctuation.
 
 
5

 
AN OVERVIEW OF EACH PORTFOLIO
 
 
Rochdale Dividend & Income Portfolio
 
Investment Goal
The Portfolio seeks to provide significant income and, as a secondary focus, long-term capital appreciation.

Principal Investment Strategies
The Portfolio invests primarily in income-generating securities, including dividend-paying equity and fixed income securities. Generally, the Portfolio will invest at least 50% of its assets in dividend-paying equity securities.  The Portfolio is not managed as a balanced fund.  Equity investments consist primarily of domestic securities, but the Portfolio also may invest up to 25% of its total assets in dividend- and income-generating foreign securities, including those of emerging markets. The Portfolio may invest in both investment grade and non-investment grade securities, and investments may include both rated and unrated securities. No more than 15% of the Portfolio’s assets at cost may be invested in debt securities, convertible securities, or preferred stocks deemed below investment grade.  The Advisor expects that the equity securities in which it invests will generate a higher yield and have lower price/earnings than similar funds over the long term, 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. Risks that could adversely affect the value of your investment include:

·  
The stock or bond market declines.
·  
Interest or inflation rates rise or fall significantly.
·  
The market undervalues the securities held by the Portfolio.
·  
The stocks held by the Portfolio fail to grow their earnings.
·  
The stocks held by the Portfolio exhibit characteristics of smaller companies, which are typically more volatile and less liquid than larger companies.
·  
There is a significant change in legislation or policy affecting taxation on dividends.
·  
The issuer of a security is unable to satisfy dividend, interest, or principal payments when anticipated.
·  
The issuer of a security becomes bankrupt or otherwise insolvent.
 
Who May Want to Invest 
The Portfolio may be appropriate for investors who:
in this Portfolio  
·  
Are pursuing a long-term investment goal.
·  
Seek stability and/or current income through investment in equities and fixed income.
 
 
The Portfolio may not be appropriate for investors who:
 
·  
Have an investment holding period of less than 3 to 5 years.
·  
Do not wish to generate income as a component of total return.
 
 
 
6

 
AN OVERVIEW OF EACH PORTFOLIO

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 invest at least 80% of its assets in fixed income securities. 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 and 10 years.  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 of principal or interest payments when due.
·  
An issuer becomes bankrupt or otherwise becomes insolvent.
 
Who May Want to Invest
The Portfolio may be appropriate for investors who:
in this Portfolio  
·  
Seek a 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 would a U.S. Government-only portfolio.
·  
Are seeking high-quality debt obligations from issuers across a broad representation of several industries and sectors.
·  
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.
 
 
7

 
PERFORMANCE

The following performance information indicates some of the risks of investing in the Portfolios.  The bar charts show each Portfolio’s total return for annual periods through December 31,  2007 .  Under each bar chart is each Portfolio’s highest and lowest quarterly returns during the period shown in the bar chart.  The tables on pages  9 through 11 show each Portfolio’s average return over time compared with broad-based market indices.  The information shown assumes reinvestment of dividends and distributions.  Figures shown do not reflect sales charges, which would lower returns.  
            
   Rochdale Large Growth Portfolio                                                                                                         Rochdale Large Value Portfolio
   
graph from page 8
graph from page 8
 

   
Quarterly
Return
Quarter
Ended
   
Quarterly
Return
Quarter
Ended
 
Highest
13.64%
12/31/01
 
Highest
17.14%
06/30/03
 
Lowest
-16.11%
06/30/02
 
Lowest
-20.12%
09/30/02

           Rochdale Mid/Small Growth Portfolio                                                                                                 Rochdale Mid/Small Value Portfolio
 
graph from page 8
graph from page 8
 

   
Quarterly
Return
Quarter
Ended
   
Quarterly
Return
Quarter
Ended
 
Highest
20.00%
12/31/01
 
Highest
19.94%
06/30/03
 
Lowest
-19.87%
09/30/01
 
Lowest
-20.36%
09/30/02
 
 
 
 
 
 
8

 
                            Rochdale Dividend & Income Portfolio*                                                                                              Rochdale Intermediate Fixed Income Portfolio

graph from page 9
graph from page 9
 


   
Quarterly
Return
Quarter
Ended
   
Quarterly
Return
Quarter
Ended
 
Highest
21.25%
06/30/01
 
Highest
4.68%
03/31/01
 
Lowest
-23.63%
09/30/01
 
Lowest
-3.04%
06/30/04

*Prior to June 27, 2003, the Dividend & Income Portfolio operated as the Rochdale Alpha Portfolio, with a different investment strategy.

The after-tax returns shown in the tables below are intended to illustrate the impact of assumed federal income taxes on an investment in the Portfolios.  The “Return After Taxes on Distributions” shows the effect of taxable distributions (dividends and capital gains distributions), but assumes that you still hold Portfolio shares at the end of the period.  The “Return After Taxes on Distributions and Sale of Fund Shares” shows the effect of both taxable distributions and any taxable gain or loss that would be realized if Portfolio shares were sold at the end of the specified period.  The after-tax returns are calculated using the highest individual federal marginal income tax rates in effect and do not reflect the impact of state and local taxes.  For 2007 , the highest ordinary income and short-term gain rate was 35% and the highest long-term gain rate was 15% .  In certain cases, “Return After Taxes on Distributions and Sale of Fund Shares” may be higher than the other return figures for the same period.  This will occur when a capital loss is realized upon the sale of Portfolio shares and provides an assumed tax benefit that increases the return.  Your actual after-tax returns depend on your tax situation and may differ from those shown.  The after-tax returns are not relevant if you hold your Portfolio shares through a tax-deferred account, such as a 401(k) plan or an individual retirement account (“IRA”).  This past performance (before and after taxes) will not necessarily continue in the future.  The comparative indices shown are not directly investable and do not reflect any deduction for fees, expenses, or taxes.

Average Annual Total Return as of December 31, 2007
     
       
 
1 Year
5 Year
Since Inception(1)
Rochdale Large Growth Portfolio
 
 
 
Return Before Taxes(2)
2.14%
8.41%
-2.73%
Return After Taxes on Distributions(2)
1.82%
8.32%
-2.78%
Return After Taxes on Distributions and Sale of Fund Shares(2)
1.81%
7.30%
-2.28%
S&P 500/Citigroup Growth Index(3)
9.13%
10.94%
-1.66%
Lipper Large-Cap Growth Index(4)
14.97%
12.06%
-3.11%

(1) Commencement of investment operations: December 31, 1999.
     
(2) Returns shown reflect maximum sales charge of 5.75%.
(3) The Standard & Poors (“S&P”) 500 Index represents 500 large U.S. companies.  The S&P 500/Citigroup Growth and Value indicies are market cap weighted and contain the full market cap of the S&P 500, with some overlap.  Constituents are based on the S&P/Citigroup multi-factor methodology and are classified as growth, value or a mix of growth and value .
(4) The Lipper Large-Cap Growth Index tracks the total return performance of the 30 largest funds in the Lipper Large-Cap Growth category.  Lipper Large-Cap Growth consists of funds that invest in large companies with long-term earnings that are expected to grow significantly faster than the earnings of stocks in major indices.  Funds normally have above-average price-to-earnings ratios, price-to-book ratios, and three-year earnings growth.


9

 
 
1 Year
5 Year
Since Inception(1)
       
Rochdale Large Value Portfolio
     
Return Before Taxes(2)
-2.60%
12.70%
3.04%
Return After Taxes on Distributions(2)
-3.09%
12.24%
2.72%
Return After Taxes on Distributions and Sale of Fund Shares(2)
-1.05%
11.11%
2.56%
S&P 500/Citigroup Value Index(3)
1.99%
14.73%
5.03%
Lipper Large-Cap Value Index(4)
2.46%
13.04%
4.13%

(1) Commencement of investment operations: December 31, 1999.
     
(2) Returns shown reflect maximum sales charge of 5.75%.
     
(3) The Standard & Poors (“S&P”) 500 Index represents 500 large U.S. companies.  The S&P 500/Citigroup Growth and Value indicies are market cap weighted and contain the full market cap of the S&P 500, with some overlap.  Constituents are based on the S&P/Citigroup multi-factor methodology and are classified as growth, value or a mix of growth and value.
(4) The Lipper Large-Cap Value Index tracks the total return performance of the 30 largest funds in the Lipper Large-Cap Value category.  Lipper Large-Cap Value consists of funds that invest in large companies that are considered undervalued relative to major stock indices based on price-to-earnings ratios, price-to-book ratios, or other factors.
     

 
1 Year
5 Year
Since Inception(1)
Rochdale Mid/Small Growth Portfolio
     
Return Before Taxes(2)
1.80%
12.24%
5.69%
Return After Taxes on Distributions(2)
-0.38%
11.50%
5.23%
Return After Taxes on Distributions and Sale of Fund Shares(2)
3.17%
10.62%
4.88%
S&P 1000/Citigroup Growth Index(3)
10.89%
16.77%
9.04%
Lipper Mid-Cap Growth Index(4)
21.41%
17.93%
0.97%
Lipper Small-Cap Growth Index(4)
9.68%
15.44%
2.14%

(1) Commencement of investment operations: December 31, 1999.
     
(2) Returns shown reflect maximum sales charge of 5.75%.
(3) The Standard & Poors (“S&P”) 1000 Index represents 400 medium-size and 600 small U.S. companies.  The S&P 1000/Citigroup Growth and Value indices are market cap weighted and contain the full market cap of the S&P 1000, with some overlap.  Constituents are based on the S&P/Citigroup multifactor methodology and are classified as growth, value or a mix of growth and value.
(4) Lipper indices track the total return performance of the 30 largest funds within the respective Lipper category.  Lipper Mid-Cap Growth and Lipper Small-Cap Growth consist of funds that invest in mid-size and small companies, respectively, with long term earnings that are expected to grow significantly faster than the earnings of stocks in major indices.  Funds normally have above-average price-to-earnings ratios, price-to-book ratios, and three-year earnings growth.

 
1 Year
5 Year
Since Inception(1)
Rochdale Mid/Small Value Portfolio
     
Return Before Taxes(2)
-6.49%
14.43%
9.91%
Return After Taxes on Distributions(2)
-8.92%
13.44%
9.24%
Return After Taxes on Distributions and Sale of Fund Shares(2)
-1.55%
12.59%
8.66%
S&P 1000/Citigroup Value Index(3)
-0.19%
15.41%
10.82%
Lipper Mid-Cap Value Index(4)
3.62%
16.73%
10.24%
Lipper Small-Cap Value Index(4)
-4.57%
16.41%
12.66%

(1) Commencement of investment operations: December 31, 1999.
     
(2) Returns shown reflect maximum sales charge of 5.75%.
(3) The Standard & Poors (“S&P”) 1000 Index represents 400 medium-size and 600 small U.S. companies.  The S&P 1000/Citigroup Growth and Value indices are market cap weighted and contain the full market cap of the S&P 1000, with some overlap.  Constituents are based on the S&P/Citigroup multifactor methodology and are classified as growth, value or a mix of growth and value.
(4) Lipper indices track the total return performance of the 30 largest funds within the respective Lipper category.  Lipper Mid-Cap Value and Lipper Small-Cap Value consist of funds that invest in mid-size and small companies, respectively, that are considered undervalued relative to major stock indices based on price-to-earnings ratios, price-to-book ratios, or other factors.
 
 
10

 
 
 
1 Year
5 Years
Since Inception (2)
Rochdale Dividend & Income Portfolio(1)
     
Return Before Taxes(3)
-3.94%
12.60%
3.18%
Return After Taxes on Distributions(3)
-5.70%
11.70%
2.69%
Return After Taxes on Distributions and Sale of Fund Shares(3)
-2.49%
10.69%
2.56%
S&P 500 Index (4)
5.49%
12.83%
3.07%
Dow Jones Select Dividend Index(5)
-5.16%
N/A
N/A
Lipper Equity Income Index(6)
2.98%
12.90%
5.15%

(1) Prior to June 27, 2003, the Portfolio operated as the Rochdale Alpha Portfolio, with a different investment objective and an aggressive mid- and small-cap strategy.
(2) Commencement of investment operations: June 1, 1999.
(3) Returns shown reflect maximum sales charge of 5.75%.
(4) The S&P 500 Index measures the performance of 500 leading U.S. companies.  The S&P 500 Index is often referred to as “the market” and is the most commonly used index for U.S. equities.  In particular, the vast majority of equity income funds use the S&P 500 as their benchmark index.    The Advisor believes that the S&P 500 is a better index as it is a strong proxy for “the market” and is the index most commonly used by funds with similar investment strategies. 
(5) The Dow Jones Select Dividend Index measures the performance of 1000 leading U.S. dividend-paying companies.
(6) Lipper Equity Income Index tracks the total return performance of the 30 largest funds in the Equity Income category.  Lipper Equity Income Index consists of funds that seek high current income and growth of income by investing in equities.

 
1 Year
5 Years
Since Inception (1)
Rochdale Intermediate Fixed Income Portfolio
     
Return Before Taxes(2)
-0.92%
2.59%
4.88%
Return After Taxes on Distributions(2)
-2.43%
0.93%
3.09%
Return After Taxes on Distributions and Sale of Fund Shares(2)
-0.60%
1.26%
3.11%
Lehman Government/Credit Intermediate Index(3)
7.39%
4.06%
6.08%
Lipper Intermediate Investment Grade Index(4)
5.43%
4.37%
6.34%

(1) Commencement of investment operations: December 31, 1999.
     
(2) Returns shown reflect maximum sales charge of 5.75%.
(3) The Lehman Government/Credit Intermediate Index consists of publicly issued, dollar-denominated U.S. Government, agency, or investment grade corporate fixed income securities with maturities from 1 to 10 years.
(4) The Lipper Intermediate Investment Grade Index tracks the total return performance of the 30 largest funds in the Lipper Intermediate Investment Grade category.  Lipper Intermediate Investment Grade consists of funds that invest in investment grade debt issues (rated in the top four grades) with dollar-weighted average maturities of five to ten years.



FEES AND EXPENSES
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolios.
 
 
Large Growth 
Portfolio
Large Value
 Portfolio
Mid/Small Growth
 Portfolio
Mid/Small Value
 Portfolio
Dividend &
Income Portfolio
Intermediate Fixed
 Income Portfolio
Shareholder Fees
           
(fees paid directly from your investment)
           
Maximum sales charge (load) imposed
on purchases(1) 
 
5.75%
 
5.75%
 
5.75%
 
5.75%
 
5.75%
 
5.75%
Maximum deferred sales charge (load)(1)
1.00%
1.00%
1.00%
1.00%
1.00%
1.00%
Redemption Fee (as a percentage of amount
redeemed)(2)
 
2.00%
 
2.00%
 
2.00%
 
2.00%
 
2.00%
 
2.00%
             
Annual Fund Operating Expenses
           
(expenses that are deducted from Fund assets)
           
Management Fee
0.50%
0.50%
0.50%
0.50%
0.65%
0.40%
Distribution and Service (12b-1) Fees
0.25%
0.25%
0.25%
0.25%
0.25%
0.25%
Other Expenses(3)
0.47%
0.46%
0.48%
0.48%
0.44%
0.49%
Acquired Fund Fees and Expenses(4)
0.01%
0.00%
0.00%
0.01%
0.04%
0.01%
             
Total Annual Fund Operating Expenses
1.23%
1.21%
1.23%
1.24%
1.38%
1.15%
             
Fee Reduction/Waiver or Reimbursement (5)
0.01%
0.00%
0.00%
0.00%
0.01%
-0.24%
             
Net Expenses
1.24%
1.21%
1.23%
1.24%
1.39%
0.91%
____________________
 
 
11

 
 
(1)  
Purchases of $1 million or more will not be charged a front-end sales load and the dealer reallowance on these purchases will be paid by the Distributor.  A redemption of shares purchased on this load waived basis will be subject to a contingent deferred sales charge (CDSC) of 1.00% if the redemption occurs twelve months or less following their purchase. The fee is payable to the Distributor and is intended to restore the charge the Distributor paid to the broker or dealer.   This CDSC applies ONLY for shareholders who purchase $1 million or more and redeem within 12 months of purchase.
(2)  
The redemption fee applies only to those shares that were held for 45 days or less.  The redemption fee is payable to the redeeming Portfolio and is intended to benefit the remaining shareholders by reducing the costs of short-term trading.
(3)  
“Other Expenses” include custodian, administration, transfer agency, and other customary Portfolio expenses for the previous fiscal year, restated to reflect current fees and expenses, including the servicing fee paid to the Advisor effective May 24, 2006.  Please see page 23 for further details.
(4)  
The Funds are required to disclose “Acquired Fund Fees and Expenses” in the above fee table.  Acquired Fund Fees and Expenses are indirect fees that funds incur from investing in the shares of other funds (“Acquired Fund(s)”).  The indirect fee represents a pro rata portion of the cumulative expenses charged by the Acquired Fund.  Acquired Fund Fees and Expenses are reflected in the Acquired Fund’s net asset value.  Please note that the Total Annual Fund Operating Expenses in the table above do not correlate to the ratio of Expenses to Average Net Assets found within the “Financial Highlights” section of this prospectus.  Without Acquired Fund Fees and Expenses, the Total Annual Fund Operating Expenses would have been 1.23%, 1.20%, 1.23%, 1.23%, 1.34%, and 1.14% for the Large Growth, Large Value, Mid/Small Growth, Mid/Small Value, Dividend & Income, and Intermediate Fixed Income Portfolios, respectively, and the Net Expenses would have been 1.24%, 1.20%, 1.23%, 1.23%, 1.35%, and 0.90% for Large Growth, Large Value, Mid/Small Growth, Mid/Small Value, Dividend & Income, and Intermediate Fixed Income Portfolios, respectively, after the fee waiver.
(5)  
The Advisor has contractually agreed to reduce its fees and/or pay expenses for each Portfolio’s Total Annual Fund Operating Expenses (excluding interest, taxes and acquired fund fees and expenses) to 1.25%, 1.25%, 1.35%, 1.35%, 1.35%, and 0.90% for the Large Growth, Large Value, Mid/Small Growth, Mid/Small Value, Dividend & Income, and Intermediate Fixed Income Portfolios, respectively.  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 for up to three subsequent fiscal years. The Advisor may request this reimbursement if the aggregate amount actually paid by the 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 under certain circumstances and in accordance with the investment advisory agreement between the Trust and the Advisor.  Please refer to the Section entitled “Investment Advisor – Portfolio Expenses” elsewhere in this prospectus for more details.

 
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 and then redeem all of your shares at the end of those periods.  The Example also assumes that you paid the maximum sales charge, your investment has a 5% return each year, that dividends and distributions are reinvested, 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:
 

 
 
Large Growth 
Portfolio
Large Value
Portfolio
Mid/Small Growth
 Portfolio
Mid/Small Value
 Portfolio
 
Dividend & Income
 Portfolio
Intermediate
Fixed Income
Portfolio
             
One Year
$694
$691
$693
$694
$708
$663
Three Years
$944
$937
$943
$946
$987
$897
Five Years
$1,213
$1,202
$1,212
$1,217
$1,287
$1,150
Ten Years
$1,979
$1,956
$1,978
$1,989
$2,137
$1,873

 
 
 
 
 

 
12


INVESTMENT GOALS AND PRINCIPAL INVESTMENT STRATEGIES

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. growth companies, 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 growth universe by company and industry.  Growth companies and industries typically are less economically sensitive with regard to their revenues and earnings.  Growth companies and industries are also typically expected to grow earnings and revenues at a faster rate than the average company or industry.

The Advisor’s multi-factor approach is a methodology that ranks each company and industry according to specific fundamental factors.  By investing methodically and consistently in companies and industries highly ranked by the Advisor, the Portfolio seeks to outperform a fund that owns all companies regardless of their level of attractiveness.  The Portfolio seeks to capture the benefits of lower turnover, style consistency, and reduced risk through broad diversification and managed variability relative to broad large-cap growth style active funds with a less disciplined approach.

Principal Investment Strategies

The Portfolio uses a proprietary methodology, focusing on a multiple factor selection process using fundamental and technical attributes, to select leading industries and companies within the growth segment of the large-cap universe.

Our company selection process ranks companies across several factors to identify those the Advisor considers to be the most attractive growth companies within the large-cap universe.  These companies are screened further for their appropriateness in light of expected economic and market conditions.  The highly ranked companies are then optimized to achieve what the Advisor believes is the appropriate economic sector diversification and managed variability in line with the characteristics of growth companies in the large-cap universe.

The Portfolio invests under normal conditions at least 80% of its net assets (plus any borrowing for investment purposes) in equity securities of large U.S. companies with market capitalizations similar to those securities included in indices generally regarded as large-cap growth. The Portfolio will not change this investment policy without first providing the Portfolio’s shareholders with a least 60 days’ prior notice.  For example, as of December 31, 2007 , the S&P 500 Index ranged in capitalization from $708 million to $512 billion .  Because large-cap growth companies are defined by reference to an index, the market capitalization of companies in which the Portfolio may invest will vary with market conditions.  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, and may sell securities short and/or 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.  While there is no express limitation on the Portfolio’s use of these securities, it is not anticipated that they will be used other than on a limited basis.

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.
 
 
13

 
The Advisor regularly monitors the fundamentals of each company and will sell a company whose fundamentals ranking, valuation, or other factors no longer meets our criteria.  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.  The Advisor takes into account the tax impact to shareholders when making buy and sell decisions.

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 value universe by company and industry.  Value companies and industries are typically characterized by their relatively lower price-to-book, price-to-cash flow and price-to-sales measures as well as relatively higher dividend yields.

The Advisor’s multi-factor approach is a methodology that seeks to rank each company and industry according to specific fundamental factors.  By investing methodically and consistently in companies and industries highly ranked by the Advisor, the Portfolio seeks to outperform a fund that owns all companies regardless of their level of attractiveness.  The Portfolio seeks to capture the benefits of lower turnover, style consistency, and reduced risk through broad diversification and managed variability relative to large-cap value style active funds with a less disciplined approach.

Principal Investment Strategies

The Portfolio uses a proprietary methodology, focusing on a multiple factor selection process using fundamental and technical attributes, to select leading companies within the value segment of the large-cap universe.

Our company selection process ranks companies across several factors to identify what the Advisor considers to be the most attractive value companies within the large-cap universe.  These companies are screened further for their appropriateness in light of expected economic and market conditions.  The highly ranked companies are then optimized to achieve the appropriate economic sector diversification and managed variability in line with the characteristics of value companies in the large-cap universe.

The Portfolio invests under normal conditions at least 80% of its net assets (plus any borrowing for investment purposes) in equity securities of large U.S. companies with market capitalizations similar to those securities included in indices generally regarded as large-cap value.  The Portfolio will not change this investment policy without first providing the Portfolio’s shareholders with at least 60 days’ prior notice.  For example, as of December 31, 2007 , the S&P 500 Index ranged in capitalization from $708 million to $512 billion .  Because large-cap growth companies are defined by reference to an index, the market capitalization of companies in which the Portfolio may invest will vary with market conditions.  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, and may sell securities short and/or 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.  While there is no express limitation on the Portfolio’s use of these securities, it is not anticipated that they will be used other than on a limited basis.

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.
 
 
14

 
The Advisor regularly monitors the fundamentals of each company and will sell a company whose fundamentals ranking, valuation, or other factors no longer meets our criteria.  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.  The Advisor takes into account the tax impact to shareholders when making buy and sell decisions.

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. growth companies, 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 company and industry.  Growth companies and industries typically are less economically sensitive with regard to their revenues and earnings, and their constituent companies and industries are expected to grow earnings and revenues at a faster rate than the average company or industry.

The Advisor’s investment selection process utilizes a multi-factor fundamental selection process to rank all companies.  Those companies ranked highly are selected for investment by the Portfolio.  The Portfolio seeks to capture the benefits of lower turnover, style consistency, and reduced risk through broad diversification and managed variability relative to mid- and small-cap growth style active funds with a less disciplined approach.

Principal Investment Strategies

The Portfolio uses a proprietary methodology, focusing on a multiple factor selection process using fundamental and technical attributes, to select leading industries and companies within the growth segment of the mid- and small-cap universe.

The selection process identifies what the Advisor considers to be the most attractive small and medium-size companies from growth industries to capture the opportunities for outperformance relative to the mid- and small-cap growth universe.  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 under normal conditions at least 80% of its net assets (plus any borrowing for investment purposes) in equity securities of small and medium-size U.S. companies such as those securities included in indices generally regarded as small- and mid-cap growth.  The Portfolio will not change this investment policy without first providing the Portfolio’s shareholders with at least 60 days’ prior notice.  For example, as of December 31, 2007, companies in the S&P 1000 Index ranged in capitalization from $56 million to $12 billion .  Because small- and mid-cap growth companies are defined by reference to an index, the market capitalization of companies in which the Portfolio may invest will vary with market conditions.  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 principal investment strategies, the Portfolio may at times also invest in foreign securities, including those of emerging markets, and may sell securities short and/or 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.  While there is no express limitation on the Portfolio’s use of these securities it is not anticipated that they will be used other than on a limited basis.

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.
 
 
15

 
The Advisor regularly monitors the fundamentals 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.  The Advisor takes into account the tax impact to shareholders when making buy and sell decisions.

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. value companies, 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 company and industry.  Value companies and industries are typically characterized by their relatively lower price-to-book, price-to-cash flow and price-to-sales measures as well as their relatively high dividend yields.

The Advisor’s investment selection process utilizes a multi-factor fundamental selection process to rank all companies.  Those companies ranked highly are selected for investment by the Portfolio.  The Portfolio seeks to capture the benefits of lower turnover, style consistency, and reduced risk through broad diversification and managed variability relative to mid- and small-cap value style active funds with a less disciplined approach.

Principal Investment Strategies

The Portfolio uses a proprietary methodology, focusing on a multiple factor selection process using fundamental and technical attributes to select leading industries and companies within the value segment of the mid- and small-cap universe.

The selection process identifies what the Advisor considers to be the most attractive small and medium-size companies from value industries, to capture the opportunities for outperformance relative to the mid- and small-cap value universe.  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 mid- and small-cap universe.

The Portfolio invests under normal conditions at least 80% of its net assets (plus any borrowing for investment purposes) in equity securities of small and medium-size U.S. companies such as those securities included in indices generally regarded as small- and mid-cap value.  The Portfolio will not change this investment policy without first providing the Portfolio’s shareholders with at least 60 days’ prior notice.  For example, as of December 31, 2007 , companies in the S&P 1000 Index ranged in capitalization from $56 million to $12 billion .  Because small- and mid-cap growth companies are defined by reference to an index, the market capitalization of companies in which the Portfolio may invest will vary with market conditions.  The companies selected for investment generally have characteristics similar to the mid- and small-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 principal investment strategies, the Portfolio may at times also invest in foreign securities, including those of emerging markets, and may sell securities short and/or 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.  While there is no express limitation on the Portfolio’s use of these securities, it is not anticipated that they will be used other than on a limited basis.
 
 
16

 
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 regularly monitors the fundamentals 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. The Advisor takes into account the tax impact to shareholders when making buy and sell decisions.


Rochdale Dividend & Income Portfolio

Investment Goal

The Portfolio seeks to provide significant income and, as a secondary focus, long-term capital appreciation.

Principal Investment Strategies

The Portfolio seeks income primarily from a diversified portfolio of income-generating securities, including dividend-paying equity and fixed income securities.  The Advisor determines the asset allocation of the Portfolio at any given time in light of its assessment of the relative attractiveness of dividend-paying stocks and other income-generating securities with respect to current economic conditions and investment opportunities.  It is anticipated that the Portfolio will invest at least 50% of its assets in dividend-paying equity securities.  The Portfolio is not managed as a balanced fund.  The Portfolio does not have a duration strategy.

Equity securities in which the Portfolio may invest include common stocks, preferred stocks, convertible securities, and real estate investment trusts (“REITs”).  Companies of any size may be considered for investment.  In selecting equity securities, the Advisor will seek companies that pay above-average, stable dividend yields and have the ability to grow yields over time.  The Portfolio may acquire non-income producing issues if, in the judgment of the Advisor, the company has the potential to pay dividends in the future.  The equity securities included in the Portfolio tend to be value-oriented, with strong businesses, strong balance sheets, and good prospects for longer-term earnings growth.  Equity investments will consist primarily of domestic securities, but the Portfolio also may invest up to 25% of its total assets in dividend- and income-generating foreign securities, including those of emerging markets.  The Advisor expects that the Portfolio will generate a higher yield and have a lower aggregate price/earnings ratio than those of similar funds over the long term, although there can be no assurance that the Portfolio will do so.

Fixed income securities in which the Portfolio may invest include corporate debt obligations, debt obligations of the U.S. or municipal government and agencies, debt obligations of foreign governments or corporations including those in emerging markets, bank obligations, commercial paper, repurchase agreements, Eurodollar obligations, and high-yield obligations.  Issues of any maturity may be considered for investment. In selecting fixed income securities for the Portfolio, the Advisor seeks securities with attractive rates of current income with consideration to the credit quality of the issuer and the maturity, duration, and other characteristics of the obligation.  The Portfolio may invest in both investment grade and non-investment grade securities, and investments may include both rated and unrated securities.  Investment-grade obligations generally are considered to be those rated BBB or better by S&P Ratings Group (“S&P”) or Baa or better by Moody’s Investors 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.  No more than 15% of the Portfolio’s assets at cost may be invested in debt securities, convertible securities, or preferred stocks deemed below investment grade.

Although not a principal investment strategy, the Portfolio may at times sell securities short or use derivative instruments and related investment techniques to hedge exposure, for investment gain, or for other purposes considered appropriate by the Advisor to meet the Portfolio’s investment goal.  Under appropriate circumstances, the Portfolio also may invest in other securities deemed to be income-generating, both publicly traded and non-public, including unit investment trusts, master limited partnerships, real estate partnerships, and participation interests.  Investment in illiquid securities is limited to 15% of assets.
 
 
17

 
Once purchased, companies are monitored for changes in their fundamentals and in industry conditions.  The Portfolio will continue to own a security as long as the dividend or interest yields satisfy the Portfolio’s objectives, the credit quality meets the Advisor’s fundamental criteria, valuation is attractive, and industry trends remain favorable.

Under normal conditions, the Portfolio seeks 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.

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.  The Advisor takes into account the tax impact to shareholders when making buy and sell decisions.

Rochdale Intermediate Fixed Income Portfolio

Investment Goal

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

Investment Philosophy

Through investment under normal conditions, of at least 80% of its net assets (plus any borrowing for investment purposes) in corporate debt obligations, debt obligations of the U.S. Government and its agencies, bank obligations, commercial paper, repurchase agreements and Eurodollar 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 periods of falling 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 will primarily 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 generally are considered to be those rated BBB or better by S&P or Baa or better by 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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Please note that the Portfolio may not make any change in its investment policy of investing at least 80% of its net assets in fixed income securities without first providing the Portfolio’s shareholders with at least 60 days’ prior notice.
 
The Advisor ordinarily will seek to have an average portfolio maturity and duration between 3 to 10 years. Duration is a measure of the price sensitivity of a fixed-income security to an interest rate change of 100 basis points (1%).  The calculation is a weighted average of the times that interest payments and the final return of principal are received.  The weights are the present values of the payments, using the bond’s yield-to-maturity as the discount rate.  Although measured in years, duration is not the same as a bond’s maturity.  For all bonds, duration is shorter than maturity except zero coupon bonds, whose duration is equal to maturity (meaning that zero coupon bonds are more sensitive to interest rate changes).  The percentage change in the price of a bond is the duration multiplied by the change in interest rates.  So if a bond has a duration of 10 years and intermediate-term interest rates fall from 8% to 6% (a drop of 2 percentage points), the bond's price will rise by approximately 20%.  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.

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.  The Advisor takes into account the tax impact to shareholders when making buy and sell decisions.

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 , Rochdale Mid/Small Growth, Rochdale Mid/Small Value and Rochdale Dividend & Income 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. Each of the Portfolios may invest in foreign securities.  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.  Purchasing securities in developing or emerging markets entails additional risks to investing in other foreign countries.  These include 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.  The Advisor seeks to minimize these risks by investing only in markets that meet the Advisor’s criteria for political and economical stability, strength of financial systems and credit quality.
 
 
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Short Sales Risk .   Short sales occur when a Portfolio borrows a security from a broker and sells it with the understanding that it must later be bought back and returned to the broker.  The Portfolio would incur a loss as a result of a short sale if the price of the security (sold short) increases between the date of the short sale and the date on which the Portfolio replaces the borrowed security.  When a short sale security is illiquid, a replacement for the borrowed security can be difficult to find and may have an elevated price.  The 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 the Portfolio may be required to pay in connection with a short sale.

Leverage Risk.   To the extent that a Portfolio borrows money to leverage, the risk is that the cost of borrowing money to leverage exceeds the returns for the securities purchased or that the securities purchased may actually go down in value.  In this case, the Portfolio’s net asset value could decrease more quickly than if it had not borrowed.

Investments in Other Investment Companies.  The Portfolios are permitted to invest in shares of other investment companies, including open-end investment companies or “mutual funds” and closed-end investment companies.  The Portfolios will bear a pro-rata portion of the operating expenses of any such company.

Among the kinds of investment companies in which each Portfolio may invest are exchange-traded funds, such as the iShares Trust and iShares, Inc. (“iShares”).  Such exchange-traded funds or “ETFs” are designed to replicate the performance of a stock market index or a group of indices in a particular country or region and may provide an efficient means of achieving the Portfolio’s holdings in the designated geographic sector.  As noted above, the Portfolio will bear a pro-rata share of the operating expenses of ETFs, including their advisory fees. Additionally, and as is the case in acquiring most securities in which the Portfolios may invest, a Portfolio will incur brokerage commissions and related charges in connection with the purchase or sale of shares issued by an ETF.

Investments in ETFs are subject to Market Risk and Liquidity Risk (both described elsewhere in the Prospectus) as well as Tracking Risk, which is the risk that an exchange-traded fund will not be able to replicate the performance of the index it tracks exactly.  The total return generated by the underlying securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities and other exchange-traded fund expenses, while such expenses are not included in the calculation of the total return of the indices.  Additionally, certain securities comprising the indices tracked by the exchange-traded funds may, from time-to-time, be temporarily unavailable.

Investments in investment companies, including ETFs, are normally limited by applicable provisions of the Investment Company Act to 5% of the Portfolio’s total assets (which may represent no more than 3% of the securities of such other investment company).  Additionally, each Portfolio’s aggregate investment in all investment companies is normally limited to 10% of total assets.  The Portfolios may, however, invest in shares of ETFs that are issued by iShares in excess of these statutory limits in reliance on an exemptive order issued to that entity, provided that certain conditions are met.

Interest and Credit Risk.  The Rochdale Dividend & Income Portfolio may invest, and 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.  Under these circumstances, the Portfolio’s net asset value (“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 Intermediate Fixed Income Portfolio will hold more than 35% of its assets in fixed-income securities rated below investment grade.

It is not expected that the Intermediate Fixed Income Portfolio will hold more than 35% of its assets in fixed-income securities rated below investment grade.  Such securities are considered speculative under traditional investment standards.  Prices of these securities will rise and fall primarily in response to changes in the issuer’s financial health, although changes in market interest rates also will affect prices.  They may also experience reduced liquidity, and sudden and substantial decreases in price, during certain market conditions.
 
 
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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.  The value of derivative instruments may rise or fall more rapidly than other investments.  The use of certain derivative investments may create leverage, which can increase both the potential return on investment and the potential that a portfolio may lose more than the original amount invested in the derivative instrument.  Some derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to a portfolio.  Since the value of derivative instruments is based on the value of the underlying assets, instruments or references, use of these instruments involves a risk that they will be improperly valued.  Hedging strategies using derivatives also involve the risk that changes in the derivative instruments 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 payments 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 could adversely affect the Portfolios’ performance.

PORTFOLIO HOLDINGS INFORMATION

A description of the Portfolios’ policies and procedures with respect to the disclosure of the Portfolios’ securities is available in the Portfolios’ Statement of Additional Information (“SAI”), and in the quarterly holdings report on Form N-Q.  The SAI and Form N-Q are available, free of charge, on the EDGAR database on the SEC’s website at www.sec.gov.  The SAI also is available by contacting the Portfolios c/o U.S. Bancorp Fund Services, LLC, at  1-866-209-1967 .

INVESTMENT ADVISOR

Rochdale Investment Management LLC is the investment advisor to the Portfolios.  The Advisor is located at 570 Lexington Avenue, New York, New York, 10022-6837.  As of December 31, 2007 , the Advisor managed assets of approximately $2.7 billion for individual and institutional investors.  The Advisor provides day-to-day portfolio management services to each of the portfolios including advice on buying and selling securities.  For such services, the Advisor is entitled to receive a monthly management fee based upon the average daily net assets of each of the Portfolios at the following annual rates:

Large Growth, Large Value, Mid/Small Growth,
and Mid/Small Value Portfolios
0.50%
Dividend & Income Portfolio
0.65%
Intermediate Fixed Income Portfolio
0.40%
 
 

 
 
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As a result of the Operating Expenses Limitation Agreement the Advisor has with the Portfolios, the Advisor was effectively paid as follows for the fiscal year ended December 31,  2007 :

Large Growth Portfolio
0.51%*
Large Value Portfolio
0.50%
Mid/Small Growth Portfolio 
0.50%
Mid/Small Value Portfolio
0.50%
Dividend & Income Portfolio
0.66%*
Intermediate Fixed Income Portfolio
0.16%

* This figure includes recoupments of fee waivers and/or expense reimbursements made by the Advisor to the Portfolio in prior years.

The Operating Expenses Limitation Agreement continues from year to year, subject to annual approval by both the Advisor and the Trust’s Board of Trustees (“Board of Trustees”).  It may be terminated upon 60 days written notice by the Board of Trustees, but once renewed with respect to an annual period, may not be terminated by the Advisor without the Board of Trustees’ consent.

The Advisor also furnishes the portfolios with certain administrative services and the personnel associated with the provision of those services as well as personnel to serve as executive officers of the Trust.  For these services, the Advisor is paid on a per portfolio basis a fee based upon the average daily net assets of these portfolios at the annual rate of 0.15% for the first $250 million in assets, 0.12% for the next $250 million, 0.10% for the next $500 million, and 0.08% for assets exceeding $1 billion.

Portfolio Managers

Mr. Carl Acebes and Mr. Garrett R. D’Alessandro are responsible for the day-to-day management of each 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 he holds the Chartered Financial Analyst designation.  Mr. D’Alessandro joined the Advisor in 1986.  

Along with Mr. Acebes and Mr. D’Alessandro, Mr. David J. Abella is responsible for the day-to-day management of the Dividend & Income Portfolio. Mr. Abella is a Senior Equity Analyst with the Advisor and he holds the Chartered Financial Analyst designation.  Mr. Abella joined the Advisor in 1996.

The SAI provides additional information about the Portfolio Managers’ compensation, other accounts managed by the Portfolio Managers and the Portfolio Managers’ ownership of securities in the Portfolios.

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 1.25%, 1.25%, 1.35%, 1.35%, 1.35% and 0.90%  for the Large Growth, Large Value, Mid/Small Growth, Mid/Small Value, Dividend & Income, and Intermediate Fixed Income Portfolios, respectively.  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. 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.
 
 
 
 
 
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SHAREHOLDER INFORMATION

How to Buy Shares

The minimum initial purchase of each Portfolio for a regular account is $1,000 and for a retirement account is $500.  You may add to your investment at any time with investments of at least $100.  Your financial intermediary, including Rochdale Investment Management, may impose total account minimums in excess of the individual Portfolio minimum.  The minimum investment requirements may be waived from time to time at the Advisor’s discretion.

Type of Account
Minimum Initial
Investment
Minimum Additional
Investment
Minimum Account
Balance
       
Regular                                            
$1,000
$100*
$250
       
Retirement Account                                             
$500
$100
$250
       
* This includes purchases by telephone.
     

Shares of the Portfolios can be purchased through the Transfer Agency or through certain financial intermediaries.  Contact your financial representative for instructions on how you may purchase shares of the Portfolios.  All purchases by check must be in U.S. dollars drawn on a domestic financial institution.  The Portfolios’ transfer agent (the “Transfer Agent”) will not accept payment in cash or money orders.  The Portfolios also do not accept cashier’s checks in amounts less than $10,000.  Also, to prevent check fraud, the Transfer Agent will not accept third party checks, Treasury checks, credit card checks, traveler’s checks or starter checks for the purchase of shares.  Post dated checks, post dated on-line bill pay checks, or any conditional order or payment will not be accepted.  If your payment is returned for any reason, a $25 fee will be assessed against your account.  You also will be responsible for any losses suffered by the Portfolios as a result.

In compliance with the USA PATRIOT Act of 2001, please note that the Transfer Agent will verify certain information on your account application in accordance with the Trust’s Anti-Money Laundering Program.  As requested on the application, you must supply your full name, date of birth, social security number, and permanent street address.  Mailing addresses containing only a P.O. Box will not be accepted.  Please contact the Transfer Agent at 1-866-209-1967 if you need additional assistance when completing your application.

Additionally, shares of the Portfolios have not been registered for sale outside of the United States.

If we do not have a reasonable belief of the identity of a shareholder, the account will be rejected or you will not be allowed to perform a transaction on the account until such reasonable belief is established.  The Portfolios reserve the right to close the account within five business days if clarifying information/documentation is not received.

Public Offering Price.  Shares of each of the Portfolios of the Trust are offered at their NAV plus the applicable sales charge.  The sales charge varies depending on how much you invest; charges are set forth in the table below.  There are no sales charges on reinvested dividends and/or distributions.

Amount Invested
Sales Charge as a % of
Offering Price
Sales Charge as a % of
Net Investment
Dealer
Reallowance(1)
Less than $25,000
5.75%
6.10%
5.00%
$25,000 but less than $50,000
5.50%
5.82%
4.75%
$50,000 but less than $100,000
5.00%
5.26%
4.25%
$100,000 but less than $250,000
4.00%
4.17%
3.25%
$250,000 but less than $500,000
3.25%
3.36%
2.50%
$500,000 but less than $1,000,000
2.25%
2.30%
1.50%
$1 million or more(2)
0.00%
0.00%
1.00%

(1)
Dealers who have entered into selected dealer agreements with the Distributor receive a percentage of the initial sales charge on sales of shares of the Portfolios.  The Distributor retains the balance of the sales charge paid by investors.  The dealer’s reallowance may be changed from time to time, and the Distributor may from time to time offer incentive compensation to dealers who sell shares of the Portoflios.
 
 
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(2)
The sales load on purchases of one million dollars or more, or on purchases in accounts with an aggregate value of one million or more, will be waived and the dealer reallowance on these purchases will be paid by the Distributor.  A redemption of shares purchased on a load waived basis will be subject to a contingent deferred sales charge (CDSC) of 1.00% if the redemption occurs twelve months or less following their purchase. The fee is payable to the Distributor and is intended to restore the charge the Distributor paid to the broker or dealer.

Rights of Combination.  As shown in the table above, purchases of shares of the Portfolios by a “single investor” may be eligible for sales charge reductions.  A “single investor” is defined as a single individual or entity; members of a family unit comprising husband, wife, and minor children; or a trustee or their fiduciary purchasing for a single fiduciary account.  Certain employee benefit and retirement benefit plans may also be considered as “single investors” if certain uniform criteria are met.  If you purchase shares of more than one Portfolio, the appropriate sales charge is calculated on the combined value of your purchase.  Please refer to the Statement of Additional Information.

Rights of Accumulation.  You may qualify for a “volume discount” on purchases of shares of the Portfolios if the total amount being invested in shares of the Portfolios, in the aggregate, reaches levels indicated in the sales charge schedule above.  Under this “Right of Accumulation,” you may combine your new purchases of shares with shares currently owned for the purpose of qualifying for the lower initial sales charge rates that apply to larger purchases.  The applicable sales charge for the new purchase is based on the total of your current purchase and the current net asset value of the all other shares you own.  For example, if you already own shares in the Trust’s Large Growth Portfolio, with a combined aggregate net asset value of $450,000, the sales charge on an additional purchase of $60,000 shares of the Intermediate Fixed Income Portfolio would be 2.25% on that purchase, because you had accumulated more than $500,000 total in the Trust as a whole.

Letter of Intent. By signing a Letter of Intent (“LOI”) you can reduce your sales charge.  Your individual purchases will be made at the applicable sales charge based on the amount you intend to invest over a 13-month period.  The LOI will apply to all purchases of Rochdale Investment Trust.  Any shares purchased within 90 days of the date you sign the LOI may be used as credit toward completion, but the reduced sales charge will only apply to new purchases made on or after that date.  Purchases resulting from the reinvestment of dividends and capital gains do not apply toward fulfillment of the LOI.  Shares equal to 5.75% of the amount of the LOI will be held in escrow during the 13-month period.  If, at the end of that time the total amount of purchases made is less than the amount intended, you will be required to pay the difference between the reduced sales charge and the sales charge applicable to the individual purchases had the LOI not been in effect.  This amount will be obtained from redemption of the escrow shares.  Any remaining escrow shares will be released to you.

If you establish an LOI with Rochdale Investment Trust you can aggregate your accounts as well as the accounts of your immediate family members.  You will need to provide written instruction with respect to the other accounts whose purchases should be considered in fulfillment of the LOI.

Exempt Share Purchases.  Investors (i) who were shareholders of any of the Portfolios as of June 26, 2003, and are adding to their investment in the Trust; (ii) who purchase shares of any Portfolio on the advice of an investment consultant to whom the investor has paid a fee relating to such advice; (iii) who acquire shares of any Portfolio through an investment account with the Advisor or a brokerage account with an affiliate of the Advisor; or (iv) who acquired their shares in a 401(k) or other retirement program administered by a third party and which invest in the Portfolios through an omnibus account will not be subject to a sales charge.  Purchases of shares of any of the Portfolios by investors who are officers, directors, trustees or employees of the Advisor or the Trust, any of the Advisor’s affiliates, any selected dealer, or any member of the immediate family of the foregoing (including shares purchased as part of any such individual’s contribution to a qualified retirement plan including 401(k) plans) are not subject to any sales charge.  Similarly exempt are shares acquired via exchange from other mutual funds (whether or not managed by the Advisor) as a result of a merger or reorganization or by an employee trust, pension, profit sharing, or other employee benefit plan.  To make a sales charge exempt purchase, you must notify the Fund or your financial intermediary in writing at the time of the purchase order that an exemption will apply to your purchase.  You should keep the records necessary to demonstrate the reinstatement privilege applies to your purchase.  Additional information regarding sales charges exemptions is included in the SAI.
 
 
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Retirement Plans

The Portfolios generally are 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.

Automatic Investment Plan

Once you open your account, you may make subsequent investments (minimum of $25) into the Portfolios through an Automatic Investment Plan (“AIP”).  You can have money automatically transferred from your checking or savings account on a weekly, bi-weekly, monthly, bi-monthly or quarterly basis.  To be eligible for this plan, your bank must be a domestic institution that is an Automated Clearing House (“ACH”) member.  The Transfer Agent is unable to debit mutual fund or pass through accounts.  The Trust may modify or terminate the AIP at any time without notice.  The first AIP purchase will take place no earlier than 15 days after the Transfer Agent has received your request.  You may modify or terminate your participation in the AIP by contacting the Transfer Agent five days prior to the effective date.  If your bank rejects your payment for any reason, the Transfer Agent will charge a $25 fee to your account.  Please contact the Transfer Agent at 1-866-209-1967 for more information about the Portfolios’ AIP.

Telephone Purchases

Investors may purchase additional shares of the Portfolios by calling 1-866-209-1967.  If elected on your account application, telephone orders will be accepted via electronic funds transfer from your bank account through the ACH network.  You must have banking information established on your account prior to making a purchase.  Each telephone purchase must be a minimum of $100.

How to Exchange Shares

You may exchange your Portfolio shares (minimum of $100) 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.  Requests to exchange shares are processed at the NAV next calculated after receipt of your request in proper form and without the application of any sales charge.  The Portfolios generally choose not to charge the 2.00% redemption fee for exchanges among the Portfolios, 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 2.00% redemption fee.  An exchange is treated as a sale of shares and may result in a gain or loss for income tax purposes.  You may exchange your shares by contacting your financial representative.  Additionally, you may exchange your shares either by mail or by contacting the Transfer Agent at 1-866-209-1967 from 9:00 a.m. to 8:00 p.m. Eastern Time .

How to Sell Shares

You may sell (redeem) your Portfolio shares on any day the Portfolios and the NYSE are open for business through your financial representative.  The Portfolios are intended for long-term investors.  Short-term “market-timers” who engage in frequent purchases and redemptions can disrupt the Portfolios’ investment program and create additional transaction costs that are borne by all shareholders.  Accordingly, you may pay a 2.00% redemption fee if you are redeeming shares that you purchased in the past forty-five (45) days.  This fee is paid to the Portfolios.  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 the Portfolios, transactions within a qualified plan, or conversion to a Rochdale separately managed account.

The Portfolios will not impose a redemption fee on reinvested distributions and to omnibus accounts due to the inequities that this would impose on individual shareholders.  In addition, the Portfolios will not impose a redemption fee on accounts subject to any waiver.  Instead, the Portfolios expect the broker, retirement plan, or financial intermediary to impose such fees.  The Advisor will use its best efforts to ensure omnibus accounts are assessing any applicable redemption fee.
 
 
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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 $50,000.  Other documentation may be required for certain types of accounts.

Each Portfolio may redeem the shares in your account if the value of your account is less than $250 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 $250 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 $250 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.

Before selling recently purchased shares, please note that if the Transfer Agent has not yet collected payment for the shares you are selling, it may delay sending the proceeds until the payment is collected, which may take up to twelve (12) calendar days from the purchase date.

Signature guarantees will generally be accepted from domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations, as well as from participants in the New York Stock Exchange Medallion Signature Program and the Securities Transfer Agents Medallion Program (“STAMP”).  A notary public is not an acceptable signature guarantor.

A signature guarantee of each owner is required to redeem shares in the following situations:

·  
If ownership is changed on your account;
·  
When redemption proceeds are sent to any person, address or bank account not on record;
·  
When establishing or modifying certain services on an account;
·  
If a change of address was received by the Transfer Agent within the last fifteen (15) days;
·  
For all redemptions in excess of $50,000 from any shareholder account.

In addition to the situations described above, the Funds and /or the Transfer Agent reserve the right to require a signature guarantee in other instances based on the circumstances relative to the particular situation.

Telephone Redemption and Exchange

Proceeds redeemed by telephone will be sent only to an investor’s address or bank of record as shown on the records of the Transfer Agent.  You may have your redemption proceeds sent by check to the address of record, proceeds may be wired to a shareholder’s bank account of record, or funds may be sent via electronic funds transfer through the ACH network, to your pre-designated bank account.  Sale proceeds may be wired to your commercial bank in the United States; however a $15 fee will be applied.  The receiving bank may charge a fee for this service. There is no charge for proceeds sent via ACH and credit to your bank account will typically will be available in two-three (2-3) business days.   Once a telephone transaction has been placed, it cannot be canceled or modified.

In order to arrange for telephone redemptions after an account has been opened or to change a bank account or an address designated to receive redemption proceeds, a written request must be sent to the Transfer Agent.  The request must be signed by each shareholder of the account and may require the signatures guaranteed.  Please contact the Transfer Agent before sending your instructions.

Systematic Withdrawal Plan

If you own shares of a Portfolio with a value of $1,000 or more, you may establish a Systematic Withdrawal Plan.  You may receive monthly or quarterly payment in amounts of not less than $25 per payment.  To participate in the Systematic Withdrawal Plan, complete the appropriate section of the New Account Application, or call 1-866-209-1967.  You may vary the amount or frequency of withdrawal payments, temporarily discontinue them, or change the designated payee or payees’ address, by notifying U.S. Bancorp Fund Services, LLC, five days prior to the effective date.  Note that this plan may deplete your investment and affect your income or yield.  You should not make systematic withdrawals if you plan to continue investing in a Portfolio due to sales charges and tax liabilities.
 
 
26

 
Shareholders who have an IRA or other retirement plan must indicate on their redemption request whether or not to withhold federal income tax.  Redemption requests failing to indicate an election not to have tax withheld will generally be subject to 10% withholding.

Household Delivery of Shareholder Documents

Only one prospectus, annual and semi-annual Report will be sent to shareholders with the same last name and residential street address or P.O. Box on their Rochdale accounts, unless you request multiple copies.  If you would like to receive separate copies, please call 1-866-209-1967.  Your additional copies will be sent free of charge within thirty (30) days.  If your shares are held through a financial institution, please contact them directly.

Frequent Trading or Market Timing
 
The Trust has imposed a 2% redemption fee with respect to redemption orders for shares of any Portfolio purchased within the previous 45 days.  This policy is designed to deter short-term trading that can, as noted above under the heading “How to Sell Shares,” disrupt a Portfolio’s investment program and create additional transaction costs that are borne by all shareholders.  Additionally, the Trust has adopted policies and procedures that, together with procedures followed by the Transfer Agent and principal underwriter, as designed to monitor and detect abusive short term trading practices.  

The Trust works with financial intermediaries to discourage abusive short term trading practices, and has entered into agreements with them to provide information regarding and, where practicable, impose restrictions on such trading.  There may be limitations on the ability of financial intermediaries to impose restrictions on the trading practices of their clients.

PRICING OF PORTFOLIO SHARES

The price of each Portfolio’s shares is based on the Portfolio’s NAV and is calculated as of the close of regular trading on the NYSE (normally 4:00 p.m., Eastern Time) on each day (“Business Day”) that the NYSE is open.  Each Portfolio’s NAV per share is determined by calculating the total value of the Portfolio’s assets, subtracting its liabilities and dividing by the number of shares outstanding.  

NAV per share =
total assets - liabilities
number of shares outstanding

The NAV for each of the Portfolios is determined in accordance with procedures (“Pricing Procedures”) established by the Board of Trustees.  Under the Pricing Procedures, securities for which market quotations are readily available are priced at their market value.  Under the Pricing Procedures, the market value of each Portfolio’s investments is generally based on readily available market quotations for each security held.

Market values are generally determined as follows: readily marketable fund securities listed on a national securities exchange or National Association of Securities Dealers Automated Quotation (“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.  Securities that are traded on more than one exchange are valued on the exchange determined by the Advisor to be the primary market.  Securities primarily traded in the NASDAQ Global Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price (“NOCP”).  If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and asked prices.  Over-the-counter (“OTC”) securities which are not traded in the NASDAQ Global Market System shall be valued at the most recent trade price.  Fixed income securities traded on a recognized national securities exchange or on the NASDAQ are valued each Business Day at the last reported sale price that day; if there are no sales on a given day, the security will be valued at the closing bid price.  Fixed income securities that are readily marketable and are traded only in OTC markets but not on NASDAQ are valued at the closing or current bid price.
 
 
27

 
When reliable market quotations are not readily available for any security, applicable law requires that the “fair value" of that security will be determined in good faith by the Board of Trustees.  The Pricing Procedures include specific methodologies pursuant to which “fair value” is to be determined in such circumstances.  Responsibility for implementing these board-approved methodologies on a day-to-day basis is vested in a committee (“Pricing Committee”) which reports directly to the Board of Trustees.  Members of the Pricing Committee are appointed by the Board of Trustees and include the Trust’s Chief Compliance Officer.  Fair value pricing may be employed, for example, if the value of a security held by a Portfolio has been materially affected by an event that occurs after the close of the market in which the security is traded, in the event of a trading halt in a security for which market quotations are normally available or with respect to securities that are deemed illiquid.  When this fair value pricing method is employed, the prices of securities used in the daily computation of a Portfolio’s NAV per share may differ from quoted or published prices for the same securities.  Additionally, security valuations determined in accordance with the fair value pricing method may not fluctuate on a daily basis, as would likely occur in the case of securities for which market quotations are readily available.  Consequently, changes in the fair valuation of Portfolio securities may be less frequent and of greater magnitude than changes in the price of Portfolio securities valued based on market quotations.  The fair valuation methodologies adopted by the Board are designed to value the subject security at the price the Portfolio would reasonably expect to receive upon its current sale.  The Board will regularly evaluate whether their pricing methodologies continue to be appropriate in light of the specific circumstances of the Trust and the quality of prices obtained through their application by the Pricing Committee.

DIVIDENDS AND DISTRIBUTIONS

All Portfolios, except for the Dividend & Income Portfolio and the Intermediate Fixed Income Portfolio, will distribute dividends and capital gains, if any, annually, usually on or about December 20th.  The Dividend & Income Portfolio and Intermediate Fixed Income Portfolio will distribute dividends quarterly and capital gains, if any, annually.  

If you elect to receive dividends and/or distributions in cash, you will receive your dividend and/or distribution in the form of a check.  If the U.S. Postal Service returns the check as undeliverable, or if a check remains outstanding for six (6) months, the Trust reserves the right to reinvest the distribution check in your account, at the Portfolios’ current NAV, and to reinvest all subsequent distributions.

TAX CONSEQUENCES

As with any investment, your investment in a Portfolio could have tax consequences for you. If you are not investing through a tax-advantaged retirement account, you should consider these tax consequences.

Taxes on distributions. Distributions you receive from each Portfolio are subject to federal income tax, and may also be subject to state or local taxes.

For federal tax purposes, certain of each Portfolio’s distributions, including dividends and distributions of short-term capital gains, are taxable to you as ordinary income, while certain of each Portfolio’s distributions, including distributions of long-term capital gains, are taxable to you generally as capital gains percentage of certain distributions of dividends may qualify for taxation at long-term capital gains rates (provided certain holding period requirements are met).   As of the date of this prospectus, distributions of “qualifying dividends” will also generally be taxable to non-corporate shareholders at long-term capital gain rates, as long as certain requirements are met.  In general, if 95% or more of the gross income of a Portfolio (other than net capital gain) consists of dividends received from domestic corporations or “qualified” foreign corporations (“qualifying dividends”), then all distributions paid by the Portfolio to individual shareholders will be taxed at long-term capital gains rates. If less than 95% of the gross income of a Portfolio (other than net capital gain) consists of qualifying dividends, distributions paid by the Portfolio to individual shareholders will be qualifying dividends only to the extent they are derived from qualifying dividends earned by the Portfolio.  For the lower rates to apply, non-corporate shareholders must have owned their Portfolio shares for at least sixty-one (61) days during the 121-day period beginning on the date that is sixty (60) days before the Portfolio’s ex-dividend date (and the Portfolio will need to have met a similar holding period requirement with respect to the shares of the corporation paying the qualifying dividend).  The amount of a Portfolio’s distributions that are otherwise qualifying dividends may be reduced as a result of a Portfolio’s securities lending activities.
 
 
28

 
If you buy shares when a Portfolio has realized but not yet distributed income or capital gains, you will be “buying a dividend” by paying the full price for the shares and then receiving a portion of the price back in the form of a taxable distribution.

Any taxable distributions you receive from a Portfolio will normally be taxable to you when you receive them, regardless of your distribution option.

Taxes on transactions. Your redemptions, including exchanges, may result in a capital gain or loss for tax purposes. A capital gain or loss on your investment in a Portfolio generally is the difference between the cost of your shares and the price you receive when you sell them.

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 AGREEMENTS

The Portfolios have adopted a plan of distribution (“Plan”) pursuant to Rule 12b-1 under the Investment Company Act of 1940.  Under the Plan, each of the Portfolios may pay fees of up to 0.25% of each Portfolio’s average daily net assets in connection with the sale and distribution of their shares and/or for services provided to their shareholders.  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.  Fees paid pursuant to the Plan are taken into account when computing the amounts that the Advisor is obligated to reimburse the respective Portfolios pursuant to the Operating Expenses Limitation Agreement currently in effect for each of the Portfolios.

COMPENSATION TO DEALERS AND SHAREHOLDER SERVICING AGENTS

In addition to payments made by the Funds for distribution and shareholder servicing, the Advisor may pay out of its own assets, and at no cost to the Funds, significant amounts to selling or shareholder servicing agents in connection with the sale and distribution of shares of the Funds or for services to the Funds and their shareholders.

In return for these payments, the Funds may receive certain marketing or servicing advantages including, without limitation, inclusion of the Funds on a selling agent’s “preferred list”; providing “shelf space” for the placement of the Funds on a list of mutual funds offered as investment options to its clients; granting access to a selling agent’s registered representatives; providing assistance in training and educating the selling agent’s registered representatives and furnishing marketing support and other related services.  Additionally, the Funds and their shareholders may also receive certain services including, but not limited to, establishing and maintaining accounts and records; answering inquiries regarding purchases, exchanges and redemptions; processing and verifying purchase, redemption and exchange transactions; furnishing account statements and confirmations of transactions; processing and mailing monthly statements, prospectuses, shareholder reports and other SEC-required communications; and providing the types of services that might typically be provided by a Fund’s transfer agent (e.g., the maintenance of omnibus or omnibus-like accounts, the use of the National Securities Clearing Corporation for the transmission of transaction information and the transmission of shareholder mailings).

Payments made by the Funds’ Advisor for the advantages and services described above, may be fixed dollar amounts, may be based on a percentage of sales and/or assets under management or a combination of the above, and may be up-front or ongoing payments or both. Such payments may be based on the number of customer accounts maintained by the selling or shareholder servicing agent, or based on a percentage of the value of shares sold to, or held by, customers of the selling or shareholder servicing agent, and may differ among selling and shareholder servicing agents.
 
 
29

 
FINANCIAL HIGHLIGHTS

The following tables are intended to help you understand the Portfolios’ performance for the periods shown.  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.  This information has been audited by Tait, Weller & Baker LLP, Independent Registered Public Accounting Firm.  Their report and the Portfolios’ financial statements are included in the Portfolios’ 2007 Annual Report, which is available upon request.  

 
Large Growth Portfolio
 
Year
Year
Year
Year
Year
 
Ended
Ended
Ended
Ended
Ended
 
12/31/07
12/31/06
12/31/05
12/31/04
12/31/03
           
Net asset value, beginning of period
$19.46
$17.76
$17.40
$16.46
$13.38
 
         
Income from investment operations:
         
Net investment income (loss)
0.01
(0.01)(1)
0.03
0.09
0.02
Net realized and unrealized gain on investments
1.62
1.71
0.36
0.92
3.08
Total from investment operations
1.63
1.70
0.39
1.01
3.10
 
         
Less distributions:
         
From net investment income
(0.01)
(0.00)(2)
(0.03)
(0.08)
(0.02)
From net realized gain
(0.43)
Return of capital
(0.01)
Total distributions
(0.44)
(0.00)
(0.03)
(0.08)
(0.03)
Paid in capital from redemption fees
0.00(2)
0.00(2)
0.00(2)
0.01
0.01
Net asset value, end of period
$20.65
$19.46
$17.76
$17.40
$16.46
 
         
Total Return
8.38%
9.59%
2.24%
6.22%
23.21%
 
         
Ratios/supplemental data:
         
Net assets, end of period (millions)
$53.9
$44.1
$23.7
$20.6
$19.0
 
         
Portfolio turnover rate
81.88%
87.06%
11.97%
36.04%
38.72%
 
         
Ratio of expenses to average net assets:
         
Before fees waived and expenses absorbed/recouped
1.23%
1.22%
1.26%
1.30%
1.28%
After fees waived and expenses absorbed/recouped
1.24%
1.25%
1.25%
1.25%
1.25%
 
         
Ratio of net investment income (loss) to average net assets:
         
Before fees waived and expenses absorbed/recouped
0.04%
(0.03)%
0.17%
0.50%
0.09%
After fees waived and expenses absorbed/recouped
0.05%
(0.06)%
0.18%
0.55%
0.12%

___________________________
(1)Net Investment loss per share is calculated using ending balances prior to consideration of adjustments for permanent book and tax differences.
(2) Less than $0.01 per share.
 
 
 
 
30


 
Large Value Portfolio
 
Year
Year
Year
Year
Year
 
Ended
Ended
Ended
Ended
Ended
 
12/31/07
12/31/06
12/31/05
12/31/04
12/31/03
           
Net asset value, beginning of period
$29.02
$26.55
$24.57
$21.78
$17.27
 
         
Income from investment operations:
         
Net investment income
0.37
0.34
0.21
0.16
0.15
Net realized and unrealized gain on investments
0.59
4.68
2.00
2.73
4.51
Total from investment operations
0.96
5.02
2.21
2.89
4.66
 
         
Less distributions:
         
From net investment income
(0.37)
(0.38)
(0.23)
(0.11)
(0.15)
From net realized gain
(0.62)
(2.17)
        –
       –
        –
Return of capital
        –
       –
        –
(0.02)
Total distributions
(0.99)
(2.55)
(0.23)
(0.11)
(0.17)
Paid in capital from redemption fees
0.00(1)
        0.00(1)
        0.00(1)
    0.01
    0.02
Net asset value, end of period
$28.99
$29.02
$26.55
$24.57
$21.78
 
         
Total Return
3.34%
18.92%
9.01%
13.32%
27.10%
 
         
Ratios/supplemental data:
         
Net assets, end of period (millions)
$59.2
$55.0
$29.5
$25.0
$22.5
 
         
Portfolio turnover rate
20.23%
66.89%
24.48%
86.66%
62.52%
 
         
Ratio of expenses to average net assets:
         
Before fees waived and expenses recouped
1.20%
1.18%
1.18%
1.25%
1.22%
After fees waived and expenses recouped
1.20%
1.18%
1.18%
1.25%
1.25%
 
         
Ratio of net investment income to average net assets:
         
Before fees waived and expenses recouped
1.23%
1.42%
0.91%
0.69%
0.88%
After fees waived and expenses recouped
1.23%
1.42%
0.91%
0.69%
0.85%

___________________________
(1) Less than $0.01 per share.
 
 
 
 
 
 
 
 
 
31

 
 
Mid/Small Growth Portfolio
 
Year
Year
Year
Year
Year
 
Ended
Ended
Ended
Ended
Ended
 
12/31/07
12/31/06
12/31/05
12/31/04
12/31/03
           
Net asset value, beginning of period
$35.11
$37.05
$33.89
$29.16
$21.76
           
Income from investment operations:
         
Net investment loss
(0.21)(2)
(0.18)(1)
(0.14)
(0.20)
(0.18)
Net realized and unrealized gain on investments
2.97
1.26
3.30
4.92
7.56
Total from investment operations
2.76
1.08
3.16
4.72
7.38
 
         
Less distributions:
         
From net realized gain
(4.43)
(3.02)
From paid in capital
(0.01)
Total distributions
(4.44)
(3.02)
Paid in capital from redemption fees
0.00(3)
      0.00(3)
        0.00(3)
0.01
0.02
Net asset value, end of period
$33.43
$35.11
$37.05
$33.89
$29.16
 
         
Total Return
8.00%
2.80%
9.32%
16.22%
34.01%
 
         
Ratios/supplemental data:
         
Net assets, end of period (millions)
$53.0
$46.8
$33.0
$24.9
$20.5
 
         
Portfolio turnover rate
121.40%
85.04%
9.67%
61.53%
51.19%
 
         
Ratio of expenses to average net assets:
         
Before fees waived and expenses absorbed/recouped
1.23%
1.20%
1.19%
1.29%
1.27%
After fees waived and expenses absorbed/recouped
1.23%
1.20%
1.19%
1.35%
1.35%
 
         
Ratio of net investment loss to average net assets:
         
Before fees waived and expenses absorbed/recouped
(0.66)%
(0.48)%
(0.44)%
(0.62)%
(0.67)%
After fees waived and expenses absorbed/recouped
(0.66)%
(0.48)%
(0.44)%
(0.68)%
(0.75)%

___________________________
(1) Net Investment loss per share is calculated by dividing net investment income by the average shares outstanding throughout the period.
(2) Net Investment loss per share is calculated using ending balances prior to consideration of adjustments for permanent book and tax differences.
(3) Less than $0.01 per share.
 
 
 
 
 
 
32

 
 
Mid/Small Value Portfolio
 
Year
Year
Year
Year
Year
 
Ended
Ended
Ended
Ended
Ended
 
12/31/07
12/31/06
12/31/05
12/31/04
12/31/03
           
Net asset value, beginning of period
$50.05
$45.50
$43.29
$36.70
$26.79
           
Income from investment operations:
         
Net investment income (loss)
0.20
0.17
0.08
(0.02)
0.04
Net realized and unrealized gain (loss) on investments
(0.60)
5.86
4.98
7.74
9.86
Total from investment operations
(0.40)
6.03
5.06
7.72
9.90
 
         
Less distributions:
         
From net investment income
(0.20)
(0.20)
(0.08)
(0.04)
(0.01)
From net realized gain
(7.50)
(1.28)
(2.78)
(1.10)
        –
From paid in capital
(0.04)
Total distributions
(7.74)
(1.48)
(2.86)
(1.14)
(0.01)
Paid in capital from redemption fees
0.00(1)
       0.00(1)
0.01
0.01
0.02
 
         
Net asset value, end of period
$41.91
$50.05
$45.50
$43.29
$36.70
 
         
Total Return
(0.79)%
13.23%
11.64%
21.10%
37.02%
 
         
Ratios/supplemental data:
         
Net assets, end of period (millions)
$51.6
$53.5
$35.8
$26.7
$21.9
 
         
Portfolio turnover rate
39.52%
34.47%
26.75%
79.62%
50.86%
 
         
Ratio of expenses to average net assets:
         
Before fees waived and expenses recouped
1.23%
1.19%
1.17%
1.29%
1.29%
After fees waived and expenses recouped
1.23%
1.19%
1.17%
1.35%
1.35%
 
         
Ratio of net investment income (loss) to average net assets:
         
Before fees waived and expenses recouped
0.37%
0.41%
0.20%
(0.04)%
0.21%
After fees waived and expenses recouped
0.37%
0.41%
0.20%
0.02%
0.15%

___________________________
(1) Less than $0.01 per share.
 
 
 
 
 
 
33

 
 
Dividend & Income  Portfolio
 
Year
Year
Year
Year
Year
 
Ended
Ended
Ended
Ended
Ended
 
12/31/07
12/31/06
12/31/05
12/31/04
12/31/03
           
Net asset value, beginning of period
$29.72
$25.60
$26.20
$23.48
$18.00
           
Income from investment operations:
         
Net investment income
1.51(1)
1.33
0.88
0.78
0.22
Net realized and unrealized gain (loss) on investments
(0.91)
4.20
(0.46)
2.84
5.37
Total from investment operations
0.60
5.53
0.42
3.62
5.59
 
         
Less distributions:
         
From net investment income
(1.51)
(1.33)
(0.88)
(0.87)
(0.12)
From net realized gain
(0.06)
Return of capital
(0.07)
(0.08)
(0.15)
(0.04)
Total distributions
(1.64)
(1.41)
(1.03)
(0.91)
(0.12)
Paid in capital from redemption fees
0.01
0.00(2)
0.01
0.01
0.01
Net asset value, end of period
$28.69
$29.72
$25.60
$26.20
$23.48
 
         
Total Return
1.91%
22.10%
1.65%
15.79%
31.15%
 
         
Ratios/supplemental data:
         
Net assets, end of period (millions)
$74.5
$65.7
$37.7
$26.2
$10.8
 
         
Portfolio turnover rate
12.73%
10.03%
2.34%
0.96%
111.78% (3)
 
         
Ratio of expenses to average net assets:
         
Before fees waived and expenses absorbed/recouped 
1.34%
1.31%
1.28%
1.42%
2.54%
After fees waived and expenses absorbed/recouped 
1.35%
1.35%
1.35%
1.35%
1.60%
 
         
Ratio of net investment income to average net assets:
         
Before fees waived and expenses absorbed/recouped 
5.14%
5.04%
3.53%
3.54%
0.82%
After fees waived and expenses absorbed/recouped 
5.13%
5.00%
3.46%
3.61%
1.76%

___________________________
(1)  Net investment income per share is calculated using ending balances prior to consideration of adjustments for permanent book and tax differences.
(2) Less than $0.01 per share.
(3) Prior to June 27, 2003, the Dividend & Income Portfolio operated as the Rochdale Alpha Portfolio, with a different objective and strategy, and as such experienced higher than normal turnover in 2003.
 
 
 
 
 
 
 
34

 
 
Intermediate Fixed Income Portfolio
 
Year
Year
Year
Year
Year
 
Ended
Ended
Ended
Ended
Ended
 
12/31/07
12/31/06
12/31/05
12/31/04
12/31/03
           
Net asset value, beginning of period
$26.14
$26.14
$26.61
$26.82
$27.92
           
Income from investment operations:
         
Net investment income
1.17
1.13
1.05
1.14
1.37
Net realized and unrealized gain (loss) on investments
0.14
(0.13)
(0.50)
(0.23)
(0.18)
Total from investment operations
1.31
1.00
0.55
0.91
1.19
 
         
Less distributions:
         
From net investment income
(1.17)
(1.01)
(1.03)
(1.13)
(1.37)
From net realized gain
       
       
       
(0.82)
Return of capital
       
       
       
(0.14)
Total distributions
(1.17)
(1.01)
(1.03)
(1.13)
(2.33)
Paid in capital from redemption fees
0.00(1)
0.01
0.01
0.01
0.04
Net asset value, end of period
$26.28
$26.14
$26.14
$26.61
$26.82
 
         
Total Return
5.11%
3.96%
2.13%
3.47%
4.42%
 
         
Ratios/supplemental data:
         
Net assets, end of period (millions)
$56.0
$46.2
$28.8
$22.5
$29.4
Portfolio turnover rate
47.46%
42.19%
26.06%
38.50%
123.50%
 
         
Ratio of expenses to average net assets:
         
Before fees waived and expenses absorbed
1.14%
1.11%
1.10%
1.14%
0.89%
After fees waived and expenses absorbed
0.90%
0.90%
0.90%
0.90%
0.88%
           
Ratio of net investment income  to average net assets:
         
Before fees waived and expenses absorbed
4.37%
4.22%
3.82%
3.87%
4.63%
After fees waived and expenses absorbed
4.61%
4.43%
4.02%
4.11%
4.64%
 
(1)Less than $0.01 per share.
 
 
 
 
 
 
 
 

35


PRIVACY NOTICE

The Portfolios may collect non-public personal information about you from the following sources:

·  
Information we receive about you on applications or other forms;
·  
Information you give us orally; and
·  
Information about your transactions with us.

We do not disclose any non-public personal information about our shareholders or former shareholders without the shareholder’s authorization, except as required by law or in response to inquiries from governmental authorities.  We restrict access to your personal and account information to those employees who need to know that information to provide products and services to you.  We also may disclose that information to non-affiliated third parties (such as to brokers or custodians) only as permitted by law and only as needed for us to provide agreed services to you.  We maintain physical, electronic and procedural safeguards to guard your non-public personal information.

If you hold shares of the Portfolios through a financial intermediary, such as a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared with unaffiliated third parties.



 

THIS PAGE IS NOT PART OF THE PROSPECTUS
 
 
 
 
 

 
36


 
 

Investment Advisor
Rochdale Investment Management LLC
570 Lexington Avenue
New York, New York 10022-6837
1-800-245-9888
www.rochdale.com
––
Distributor
RIM Securities LLC
570 Lexington Avenue
New York, New York 10022-6837
1-800-245-9888
––
Custodian
U.S. Bank, N.A.
1555 N. River Center Dr., Suite 302
Milwaukee, Wisconsin, 53212

Transfer and Dividend Disbursing Agent
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
1-866-209-1967
––
Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP
1818 Market Street
Philadelphia, Pennsylvania 19103
 
 
 
 
 

 


Rochdale Investment Trust
570 Lexington Avenue
New York, New York 10022-6837
1-800-245-9888
www.rochdale.com

You can discuss your questions about the Portfolios, and request other information, including the SAI, Annual Report or Semi-Annual Report, free of charge, by calling the Portfolios at 1-800-245-9888 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 or (202) 551-8090.  You may also send email to the Commission requesting information at publicinfo@sec.gov.  You can obtain the same information free of charge from the Commission’s Internet site at http://www.sec.gov.


(Rochdale Investment Trust’s SEC Investment Company Act file number is 811-08685)

 
 
 
 
 

 

STATEMENT OF ADDITIONAL INFORMATION

May 1, 2008

Rochdale Large Growth Portfolio
Rochdale Large Value Portfolio
Rochdale Mid/Small Growth Portfolio
Rochdale Mid/Small Value Portfolio
Rochdale Dividend & Income Portfolio
(formerly known as Rochdale Alpha Portfolio)
Rochdale Intermediate Fixed Income Portfolio

Each a Series of Rochdale Investment Trust

570 Lexington Avenue
New York, New York 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 May 1, 2008 , as may be revised, of the Rochdale Portfolios named above, all of which are series of Rochdale Investment Trust (the “Trust”).  Rochdale Investment Management LLC (“Rochdale” or the “Advisor”) is investment advisor to the Portfolios. A copy of the Trust’s Prospectus is available by calling the number listed above or 1-800-245-9888.

This SAI contains information in addition to and more detailed than that set forth in the Prospectus.  You should read this SAI together with the Prospectus and retain it for future reference.

The audited financial statements for all the Portfolios for the fiscal year ended December 31, 2007, are incorporated by reference to the Trust’s December 31,  2007 , Annual Report.
 
 
 
 
 
 
 
 

 
B-1


TABLE OF CONTENTS

THE TRUST
 
3
INVESTMENT OBJECTIVES AND POLICIES
 
3
INVESTMENT RESTRICTIONS
 
20
DISTRIBUTIONS AND TAX INFORMATION
 
22
PORTFOLIO HOLDINGS INFORMATION
 
25
TRUSTEES AND EXECUTIVE OFFICERS
 
26
THE PORTFOLIOS’ INVESTMENT ADVISOR
 
29
THE PORTFOLIOS’ ADMINISTRATOR
 
33
THE PORTFOLIOS’ DISTRIBUTOR
 
33
DISTRIBUTION PLAN
 
34
EXECUTION OF PORTFOLIO TRANSACTIONS
 
35
PORTFOLIO TURNOVER
 
38
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
 
38
COMPENSATION TO DEALERS AND SHAREHOLDER SERVICING AGENTS
 
40
DETERMINATION OF SHARE PRICE
 
41
GENERAL INFORMATION
 
42
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS
 
42
CAPITAL STRUCTURE
 
42
ANTI-MONEY LAUNDERING POLICY
 
43
PROXY VOTING PROCEDURES
 
43
FINANCIAL STATEMENTS
 
44
APPENDIX A
 
45
 
 
 
 
 
 
B-2

 

THE TRUST

Rochdale Investment Trust (the “Trust”) is an open-end management investment company organized as a Delaware statutory 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 Prospectuses for the Portfolios and this SAI omit certain information contained in the Registration Statement filed with the SEC.  Copies of such information may be obtained from the SEC upon payment of the prescribed fee.

INVESTMENT OBJECTIVES AND POLICIES

Each of the Portfolios, other than the Dividend & Income and the Intermediate Fixed Income Portfolio, has the investment objective of long-term capital appreciation.  The Dividend & Income Portfolio has a primary objective of significant income and as a secondary focus long-term capital appreciation.  For the purposes of these objectives, the Advisor evaluates performance results both yearly and cumulatively, with a view to achieving cumulative superior risk-adjusted performance over a three and five-year period, or a full economic cycle.  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 (see fundamental investment restriction 8 under “Investment Restrictions”) .    Under applicable federal laws, the diversification of a mutual fund’s holdings is measured at the time the fund purchases a security.  However, if a fund purchases a security and holds it for a period of time, the security may become a larger percentage of the fund’s total assets due to movements in the financial markets.  If the market affects several securities held by a fund, the fund may have a greater percentage of its assets invested in securities of fewer issuers; a fund then is subject to the risk that its performance may be hurt disproportionately by the poor performance of relatively few securities despite the fund qualifying as a diversified fund under applicable federal laws.  The following discussion supplements the discussion of the Portfolios’ investment objective and policies as set forth in the Prospectuses.  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.
 
 
B-3

 
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).

Investment Companies

Each Portfolio under certain circumstances may 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.
 
 
 
 
 
 
B-4

 
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 accrues 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 33 1/3% of the value of a Portfolio’s net assets.

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

Illiquid Securities

Each Portfolio may not invest more than 15% of the value of its net assets in securities that at the time of purchase have legal or contractual restrictions on resale or are otherwise illiquid.  Rochdale will monitor the amount of illiquid securities held by the Portfolios, under the supervision of the Trust’s Board of Trustees (“Board of Trustees”), to ensure compliance with the Portfolios’ investment restrictions.
 
 
B-5

 
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 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-6

 
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.
 
 
 
B-7

 
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 or foreign governments.

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.
 
 
B-8

 
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.

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.
 
 
 
B-9

 
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.  Each 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 Investments 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).
 
 
B-10

 
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 Investment 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.

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.  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 through writing (that is, selling) “covered” put and call options.  Under certain circumstances, the premium received as a result of selling a call may also serve to offset a loss incurred as a result of a decline in the market price of the underlying security.  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 to the 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.
 
 
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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 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.
 
 
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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 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.
 
 
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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.

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 that 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.
 
 
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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.

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.
 
 
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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 adviser” 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.
 
 
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Forward Currency Contracts

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

Swap Contracts

Types of Swaps.  The Portfolios may use the following: (i) Long equity swap contracts: where a Portfolio pays a fixed rate plus the negative performance, if any, and receives the positive performance, if any, of an index or basket of securities; (ii) Short equity swap contracts: where a Portfolio receives a fixed rate plus the negative performance, if any, and pays the positive performance of an index or basket of securities; (iii) Contracts for differences: equity swaps 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.
 
 
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Derivatives Risk.  The use of derivative instruments involves risks different from, or greater than, the risks associated with investing directly in securities and other more traditional investments.  Derivatives are subject to a number of risks described elsewhere in this section, including market risk, liquidity risk, and the credit risk of the counterparty to the derivatives contract.  Since their value is calculated and derived from the value of other assets, instruments, or references, there is greater risk that derivatives will be improperly valued.  Derivatives also involve the risk that changes in the value of the derivative may not correlate perfectly with relevant assets, rates, or indices they are designed to hedge or to closely track.

Specific risks associated with the use of derivatives include:

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

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

Management Risk.  The Advisor may fail to use derivatives effectively.  For example, the Advisor may choose to hedge or not to hedge at inopportune times.  This will adversely affect the Portfolio’s performance.

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.
 
 
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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.   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 permitted by 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.

11.  
Make any change in the Portfolios’ investment policies of investing at least 80% of its net assets in the investments suggested by the Portfolio’s name without first providing the Portfolio’s shareholders with at least 60 days’ prior notice.
 
Except with respect to borrowing and illiquid securities, if a percentage restriction set forth in the prospectus or in this SAI is satisfied 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.

 
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