497 1 rit_497e.htm POST EFFECTIVE AMENDMENT rit_497e.htm

June 14, 2011

ROCHDALE INVESTMENT TRUST

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
Rochdale Fixed Income Opportunities Portfolio


Supplement dated June 14, 2011 to the
Statement of Additional Information (“SAI”) dated April 30, 2011, as supplemented
 


Effective June 14, 2011, Mr. Maxime Baretge has resigned from the position of Independent Trustee of Rochdale Investment Trust (the “Trust”).  Additionally, effective June 14, 2011, Mr. Jay C. Nadel has been appointed to the position of Independent Trustee of the Trust.  Accordingly, the “Trustees and Executive Officers” section of the SAI, as supplemented on June 3, 2011, has been deleted and replaced with the following to reflect the resignation of Mr. Baretge and the appointment of Mr. Nadel:

 
TRUSTEES AND EXECUTIVE OFFICERS
 

The Trust’s Board of Trustees (“Board”) currently consists of five members.  A majority of the members of the Board are individuals who are not “interested persons” of the Trust within the meaning of the Investment Company Act; in the discussion that follows, these Board members are referred to as “Independent Trustees.”  The Board’s Chairman is the founder and Chairman of the Trust’s investment advisor and is, therefore, an “Interested Person” of the Trust for purposes of the Investment Company Act.  Each Trustee serves until the election and qualification of his or her successor, unless the Trustee sooner resigns or is removed from office.

Day-to-day operations of the Trust are the responsibility of the Trust’s officers, each of whom is elected by, and serves at the pleasure of, the Board.  The Board is responsible for the overall supervision and management of the business and affairs of the Trust and of each of the Trust’s separate investment portfolios.

The Trustees overall responsibility for identifying and overseeing the operational, business and investment risks inherent in the operation of the Trust is handled by the Board as a whole and by the Board’s Audit Committee, particularly with respect to valuation and accounting matters.  To assist them in carrying out their oversight responsibilities, the Trustees receive, in connection with each of the Board’s regular quarterly meetings, regular reports from the Trust’s Administrator with respect to portfolio compliance, fund accounting matters and matters relating to the computation of the Trust’s net asset value per share.  The Trustees also receive reports, at least quarterly, from the Trust’s Chief Compliance Officer or “CCO”.  These reports, together with presentations provided to the Board at its regular meetings, are designed to keep the Board informed with respect to the effectiveness of the Trust’s overall compliance program including compliance with stated investment strategies, and to help ensure that the occurrence of any event or circumstance that may have a material adverse affect on the Trust are brought promptly to the attention of the Board and that appropriate action is taken to mitigate any such adverse effect.  Additionally, the full Board annually receives a report from the Trust’s CCO and the full Board (and, at the discretion of the Independent Trustees, the Independent Trustees separately) meets with the CCO for the purpose of discussing the extent to which the Trust’s overall compliance program is reasonably designed to detect and prevent violations of the federal securities laws and assessing the effectiveness of the overall compliance program.  Additionally, both the Board, and the Audit Committee (or, Audit Committee Chair) meet at least annually with the Trust’s independent public accounting firm.  The overall small size of the Board (with only five members) assures significant participation by every Board member, so that no separate role for a “lead” Independent Trustee has been deemed necessary.
 
 
 
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The current Trustees and officers, including the Independent Trustees, their affiliations, ages and principal occupations for the past five years are set forth below.

Interested Trustees and Officers
Name, Address and Age
Position(s) Held with Portfolio
Term of Office and Length of
Time Served
Principal Occupation(s)
During the Past Five Years
Number of Portfolios in Portfolio Complex Overseen by Trustee
Other Directorships Held by Trustee During the Past 5 Years
Carl Acebes
570 Lexington Avenue
New York, NY 10022
Born: 1946
Chairman and Trustee
Since 1998
Chairman and Chief Investment Officer of Rochdale Investment Management
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*
Garrett R. D’Alessandro
570 Lexington Avenue
New York, NY 10022
Born: 1957
 
President, Vice-Chairman and Trustee
President Since 1998; Vice Chairman and Trustee Since 2011
President, Chief Executive Officer and Director of Research of Rochdale Investment Management
8
*
Edmund Towers
570 Lexington Avenue
New York, NY 10022
Born: 1957
Treasurer
Since 2005
Chief Financial Officer, Rochdale Management LLC since July 2005; Chief Financial Officer, Daiwa Securities America Inc. December 1986 to June 2005
N/A
N/A
Barbara Hawkesworth
570 Lexington Avenue
New York, NY 10022
Born: 1972
Chief
Compliance
Officer
Since 2011
Executive Vice President, Chief Compliance Officer and Deputy General Counsel for Rochdale Investment Management  and Symphonic Financial Advisors
N/A
N/A
Kurt Hawkesworth
570 Lexington Avenue
New York, NY 10022
Born: 1971
Secretary
Since 2011
Chief Operating Officer, General Counsel, Rochdale Investment Management
N/A
N/A
Independent Trustees
Name, Address and Age
Position(s) Held with Portfolio
Term of Office and Length of
Time Served
Principal Occupation(s)
During the Past Five Years
Number of Portfolios in Portfolio Complex Overseen by Trustee
Other Directorships Held by Trustee During the Past 5 Years
Jay C. Nadel
570 Lexington Avenue
New York, NY 10022
Born:1958
 
Trustee
Since 2011
Sloan Securities Corp. - Consultant
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LaPolla Industries, Inc. (February 2007 – present); *
Jerry Roland
570 Lexington Avenue
New York, NY 10022
Born: 1936
 
Trustee
Since 2001
Retired; Previously was a Consultant, Credit Suisse-First Boston (securities and investment banking)
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*
 
 
 
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Thomas J. Volpe
570 Lexington Avenue
New York, NY 10022
Born: 1935
 
Trustee
Since 2004
Retired; Previously was a Consultant, Babcock & Brown, 2001 to 2009.
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e-Smart Technologies, Inc. (resigned in 2009); *
Rochdale Core Alternative Master Fund LLC; Rochdale Core Alternative Strategies Fund LLC; Rochdale Core Alternative Strategies Fund TEI LLC; Rochdale Structured Claims Fixed Income Fund LLC

Taken as a whole, the Board represents a broad range of business and investment experience, as well as professional skills.  Mr. Acebes is the founder and Chief Investment Officer of Rochdale Investment Management and has over 40 years of experience in the investment management field as an analyst, portfolio manager, chief investment officer and chief executive officer.  Mr. D’Alessandro has more than 25 years of experience in the asset management field and has been instrumental in the development and management of each of the Portfolios.  Mr. D’Alessandro also has a background in accounting and auditing prior to Rochdale.  Mr. Nadel, who is a certified public accountant, has over 30 years of experience in the financial services field, including business management and operations experience as a senior financial services executive.  Mr. Roland, who was a certified public accountant, has more than 30 years of experience in the securities industry including service as a Chief Financial Officer.  Mr. Volpe, who was a certified public accountant, has 50 years of experience in the financial services field, including prior service as a director for several businesses and one other investment company.

The Board of Trustees has established one standing committee, an Audit Committee, as described below. The Board has not established a standing nominating committee, but has committed responsibility for the nomination of candidates for election to the Board to the Independent Trustees at this time.  When evaluating individuals for recommendation for Board membership, the Independent Trustees consider the candidate’s knowledge of the mutual fund industry, educational background and experience and the extent to which such experience and background would enable the Board to maintain a diverse mix of skills and qualifications.  The Independent Trustees will consider persons submitted by security holders for nomination to the Board.  Recommendations for consideration by the Independent Trustees should be sent to the Secretary of the Trust in writing, together with appropriate biographical information concerning each such proposed nominee, at the principal executive office of the Trust.

Audit Committee. The Audit Committee is responsible for advising the full Board with respect to accounting, auditing and financial matters affecting the Trust and meets at least once annually.  During the fiscal year ended December 31, 2010, the Audit Committee met twice.  All of the Independent Trustees are members of the Audit Committee.

In addition to the Audit Committee of the Board, the Board has also established a “Pricing Committee.” The “Pricing Committee” is not a committee of the Board, but is responsible for implementing board approved procedures for valuing Portfolio securities and calculating the net asset value of the Trust’s Portfolios.  The members of the Pricing Committee, which reports directly to the Board are appointed by the Board. They are David Abella and Elizabeth Dooley.*  Additionally, officers of the Trust’s Advisor and Administrator assist the Pricing Committee on an ex-officio basis. They are Keith Shintani, Kurt Hawkesworth, and Edmund Towers.

*Mr. Abella and Ms. Dooley are employees of Rochdale.

Board Compensation
Set forth below is the rate of compensation received by the following Trustees from all Portfolios for the calendar year ended December 31, 2010.  This total amount is allocated among the Portfolios.   For the fiscal year ended December 31, 2010, Independent Trustees received an annual retainer of $6,000 and a fee of $1,500 for each regularly scheduled meeting.  Independent Trustees also are reimbursed for expenses in connection with each Board meeting attended.  No other compensation or retirement benefits are received by any Trustee or officer from the Portfolios.  No other entity affiliated with the Trust pays any compensation to the Independent Trustees.  Total compensation paid to Independent Trustees was $37,000.
 
 
 
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Aggregate Compensation from the Portfolios
 
 
 
 
Name of Trustee
 
Large Growth Portfolio
Large Value Portfolio
Mid/Small Growth Portfolio
Mid/Small
Value Portfolio
Dividend & Income Portfolio
Intermediate Fixed Income Portfolio
 
 
Fixed Income Opportunities Fund
Total Compensation from Portfolio and Portfolio Complex
Independent Trustees
               
Maxime C. Baretge*
 
$808
$797
$706
$636
$1,662
$1,907
$5,484
$12,000
Jay C. Nadel*
 
$0
$0
$0
$0
$0
$0
$0
$0
Jerry Roland
 
$842
$830
$736
$663
$1,731
$1,987
$5,711
$12,500
Thomas J. Volpe
 
 
$842
 
$830
 
$736
 
$663
 
$1,731
 
$1,987
 
$5,711
 
$12,500
Interested Trustees
               
Carl Acebes
 
None
None
None
None
None
None
None
None
Garrett D’Alessandro
 
None
None
None
None
None
None
None
None

* Mr. Baretge resigned from the Board effective June 14, 2011.  Mr. Nadel was appointed to the Board on June 14, 2011 and therefore did not receive compensation for the fiscal year ending
December 31, 2010

Board Interest in the Portfolio
 
As of the date of this SAI, the Trustees and Officers of the Trust as a group did not own more than 1% of the outstanding shares of any Portfolio.  Rochdale Investment Management has a substantial holding in all of the Portfolios. The Officers and Trustees owned the following amounts of the Portfolios as of December 31, 2010:

Key
A.  
None
B.  
$1-$10,000
C.  
$10,001-$50,000
D.  
$50,001-$100,000
E.  
over $100,000

Name of Trustee
Large Growth Portfolio
Large Value Portfolio
Mid/Small Growth Portfolio
Mid/Small
Value Portfolio
Dividend & Income Portfolio
Intermediate Fixed Income Portfolio
Fixed Income Opportunities Fund
Aggregate Dollar Range of Equity Securities Beneficially Owned in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies
Carl Acebes
A.
A.
A.
A.
D.
A.
A.
E.(1)
Garrett D’Alessandro
A.
A.
A.
A.
D.
A.
A.
E.(1)
Jay C. Nadel
A.
A.
A.
A.
A.
A.
A.
A.
Jerry Roland
D.
D.
D.
D.
D.
B.
E.
E.
Thomas J. Volpe
A.
A.
A.
A.
A.
A.
E.
E.
(1) Carl Acebes is one of the primary owners of Rochdale Corporation, which owns shares of the Portfolios between $50,000 and $100,000 and shares in the family of investment companies in excess of $100,000.  Garrett D’Alessandro is the other primary owner of Rochdale Corporation, which owns shares of the Portfolios between   $50,001 and $100,000 and shares in the family of investment companies in excess of $100,000.


Please retain this Supplement with your Statement of Additional Information.
 
 
 
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