RBB FUND INC, 485BPOS, 1996-12-06

RBB FUND INC
485BPOS, 1996-12-06

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<PAGE>

Registration No. 33-20827
Inv. Co. Act No. 811-5518

As filed with the Securities and Exchange Commission on December 6, 1996

==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

POST-EFFECTIVE AMENDMENT NO. 42 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]

AMENDMENT NO. 44 [X]

----------------------------------

THE RBB FUND, INC.

(Government Securities Portfolio: RBB Family Class; BEA International Equity
Portfolio: BEA Class, BEA Investor Class and BEA Advisor Class; BEA High Yield
Portfolio: BEA Class, BEA Investor Class and BEA Advisor Class; BEA Emerging
Markets Equity Portfolio: BEA Class, BEA Investor Class and BEA Advisor Class;
BEA U.S. Core Equity Portfolio: BEA Class; BEA U.S. Core Fixed Income Portfolio:
BEA Class; BEA Strategic Global Fixed Income Portfolio: BEA Class; BEA Municipal
Bond Fund Portfolio: BEA Class; BEA Balanced Fund Portfolio: BEA Class; BEA
Short Duration Portfolio: BEA Class; BEA Global Telecommunications Portfolio:
BEA Investor Class and BEA Advisor Class; n/i Micro Cap Fund: n/i Class; n/i
Growth Fund: n/i Class; n/i Growth & Value Fund: n/i Class; Boston Partners
Large Cap Value Fund: Boston Partners Investor Class, Boston Partners Advisor
Class and Boston Partners Institutional Class; Money Market Portfolio: RBB
Family Class, Cash Preservation Class, Sansom Street Class, Bedford Class,
Janney Class, Beta Class, Gamma Class, Delta Class, Epsilon Class, Zeta Class,
Eta Class and Theta Class; Municipal Money Market Portfolio: RBB Family Class,
Cash Preservation Class, Sansom Street Class, Bedford Class, Bradford Class,
Janney Class, Beta Class, Gamma Class, Delta Class, Epsilon Class, Zeta Class,
Eta Class and Theta Class; Government Obligations Money Market Portfolio: Sansom
Street Class, Bedford Class, Bradford Class, Janney Class, Beta Class, Gamma
Class, Delta Class, Epsilon Class, Zeta Class, Eta Class and Theta Class; New
York Municipal Money Market Portfolio: Bedford Class, Janney Class, Beta Class,
Gamma Class, Delta Class, Epsilon Class, Zeta Class, Eta Class and Theta Class)
- --------------------------------------------------------------------------------

(Exact Name of Registrant as Specified in Charter)
Bellevue Park Corporate Center
400 Bellevue Parkway
Suite 100
Wilmington, DE 19809
(Address of Principal Executive Offices)
----------------------------------------
Registrant's Telephone Number: (302) 792-2555

Copies to:
GARY M. GARDNER, ESQUIRE JOHN N. AKE, ESQUIRE
PNC Bank, National Association Ballard Spahr Andrews & Ingersoll
1600 Market Street, 28th Floor 1735 Market Street, 51st Floor
Philadelphia, PA 19103 Philadelphia, PA 19103

(Name and Address of
Agent for Service)

Approximate Date of Proposed Public Offering: as soon as possible after
effective date of registration statement.

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

immediately upon filing pursuant to paragraph (b)
----
X on December 16, 1996 pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(1)
----
on ______________ pursuant to paragraph (a)(1)
----
75 days after filing pursuant to paragraph (a)(2)
----
on _______________ pursuant to paragraph (a)(2) of rule 485
----
If appropriate, check following box:

this post-effective amendment designates a new effective date for a
----
previously filed post-effective amendment.

------------------------------
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant
has elected to register an indefinite number of shares of common stock of each
of the seventy-seven classes registered hereby under the Securities Act of 1933.
Registrant filed its notice pursuant to Rule 24f-2 for the fiscal year ended
August 31, 1996 on October 28, 1996.
<PAGE>

THE RBB FUND, INC.
(n/i Micro Cap Fund, n/i Growth
Fund and n/i Growth & Value Fund)
Cross Reference Sheet

Form N-1A Item Location
-------------- --------

PART A PROSPECTUS

1. Cover Page............................ Cover Page

2. Synopsis.............................. Cover Page;
Introduction

3. Condensed Financial Information....... Not Applicable

4. General Description of Registrant..... Cover Page; Introduction;
Investment Objectives and
Policies; Investment Limitations

5. Management of the Fund................ Management

6. Capital Stock and Other Securities.... Cover Page; Dividends and
Distributions; Description of
Shares

7. Purchase of Securities Being Offered.. How to Purchase Shares; Net Asset
Value

8. Redemption or Repurchase.............. How to Redeem Shares;
Net Asset Value

9. Legal Proceedings..................... Not Applicable
<PAGE>

PART B STATEMENT OF
ADDITIONAL
INFORMATION

10. Cover Page............................ Cover Page

11. Table of Contents..................... Contents

12. General Information and History....... General; See Prospectus
- "The Fund"

13. Investment Objectives and Policies.... Investment Objectives and
Policies

14. Management of the Fund................ Directors and Officers;
Investment Advisory Distribution
and Servicing Arrangements

15. Control Persons and Principal Holders
of Securities......................... Miscellaneous

16. Investment Advisory and Other
Services.............................. Investment Advisory Distribution
and Servicing Arrangements; See
Prospectus - "Management"

17. Brokerage Allocation and Other
Practices............................. Fund Transactions

18. Capital Stock and Other Securities.... Description of Shares; Additional
Information Concerning Fund
Shares; See Prospectus -
"Dividends and Distributions" and
"Description of Shares"

19. Purchase, Redemption and Pricing of
Securities Being Offered.............. Purchase and Redemption
Information; Valuation of Shares;
See Prospectus - "How to Purchase
Shares," "How to Redeem Shares"
and "Distribution of Shares"

20. Tax Status............................ Taxes; See Prospectus - "Taxes"

21. Underwriters.......................... Not Applicable

22. Calculation of Performance Data....... Performance and Yield
Information; See Prospectus --
"Other Information"

23. Financial Statements Financial Statements

PART C Other Information

Information required to be included in Part C is set forth under the
appropriate item, so numbered in Part C of this Registration Statement.
<PAGE>

n/i family of mutual funds

n/i Micro Cap Fund

n/i Growth Fund

n/i Growth & Value Fund

--------------------------------------------

advised by numeric investors lp

--------------------------------------------

Prospectus

December 16, 1996
<PAGE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN RBB'S STATEMENT OF
ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH
THE OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY RBB OR
ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY RBB OR BY
THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE
MADE.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INTRODUCTION............................................................... 2
FINANCIAL HIGHLIGHTS....................................................... 5
INVESTMENT OBJECTIVES AND POLICIES......................................... 6
INVESTMENT LIMITATIONS..................................................... 9
MANAGEMENT................................................................. 10
HOW TO PURCHASE SHARES..................................................... 12
HOW TO REDEEM SHARES....................................................... 14
NET ASSET VALUE............................................................ 15
DIVIDENDS AND DISTRIBUTIONS................................................ 15
TAXES...................................................................... 15
DESCRIPTION OF SHARES...................................................... 16
OTHER INFORMATION.......................................................... 17
</TABLE>

APPENDIX A--Performance Benchmarks

INVESTMENT ADVISER
Numeric Investors L.P.
Cambridge, Massachusetts

CUSTODIAN
Custodial Trust Company
Princeton, New Jersey

CO-ADMINISTRATOR AND TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware

CO-ADMINISTRATOR
Bear Stearns Funds Management Inc.
New York, New York

DISTRIBUTOR
Counsellors Securities Inc.
New York, New York

COUNSEL
Ballard Spahr Andrews & Ingersoll
Philadelphia, Pennsylvania

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
<PAGE>

n/i family of mutual funds
of
The RBB Fund, Inc.

The n/i Family of Mutual Funds consists of three classes of common stock of
The RBB Fund, Inc. ("RBB"), an open-end management investment company. The
shares of each such class (collectively, the "n/i Family of Mutual Funds
Shares" or "Shares") offered by this Prospectus represent interests in one of
three investment portfolios of RBB and are designed to offer a variety of
investment opportunities (each such investment portfolio referred to as a
"Fund," collectively, the "Funds"). The investment objectives of each
investment portfolio described in this Prospectus are as follows:

n/i Micro Cap Fund--to provide long-term capital appreciation. The Fund
invests generally in common stock of companies with higher than average
earnings growth rates and market capitalization of $500 million or less,
although the Fund may invest in companies with higher market
capitalization, and lower than average growth rates.

n/i Growth Fund--to provide long-term capital appreciation. The Fund
invests generally in common stock of companies with smaller ($1 billion or
less) market capitalization, or companies with substantial equity capital
and higher than average earnings growth rates.

n/i Growth & Value Fund--to provide long-term capital appreciation. The
Fund invests generally in common stock of middle and large capitalization
companies where earnings per share are improving more rapidly than the
earnings per share of the average company, as well as companies whose
securities have market valuations which are lower than the average market
valuations of securities, as measured by such characteristics as price to
earnings ratios and price to book ratios.

Numeric Investors L.P. ("Numeric"), the Funds' investment adviser, will
monitor the Funds' total assets and may close any of the Funds at any time to
new investment due to concerns that an increase in the size of a Fund may
adversely affect the implementation of Numeric's investment strategy. Numeric
may also choose to reopen a closed fund to new investment at any time, and may
subsequently close such Fund again should concerns regarding Fund size recur.

Shares of the n/i Family of Mutual Funds are not deposits or obligations of,
or guaranteed or endorsed by, PNC Bank, National Association or any other bank
and shares are not federally insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other agency. Investments in
n/i Family of Mutual Funds Shares involve investment risks, including the
possible loss of principal.

This Prospectus contains information that a prospective investor needs to
know before investing. Please keep it for future reference. A Statement of
Additional Information, dated December 16, 1996, has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
Prospectus. The Prospectus and Statement of Additional Information are
available for reference, along with other related materials, on the SEC
Internet Web Site (http://www.sec.gov). It may also be obtained free of charge
by calling (800) NUMERIC [(800) 686-3742].

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PROSPECTUS December 16, 1996
<PAGE>

INTRODUCTION

RBB is registered under the Investment Company Act of 1940 (the "1940 Act") as
an open-end management investment company and is currently operating or
proposing to operate nineteen separate investment portfolios. Each of the
three classes of Shares offered by this Prospectus represents interests in one
of the following three investment portfolios (each a "Fund." collectively the
"Funds"): n/i Micro Cap Fund; n/i Growth Fund; and n/i Growth & Value Fund.
RBB was incorporated under the laws of the State of Maryland on February 29,
1988.

WHO SHOULD INVEST: LONG-TERM INVESTORS SEEKING CAPITAL APPRECIATION

The Funds are intended for investors who are seeking long-term capital
appreciation, and who do not need to earn current income from their investment
in the Funds. The net asset values per share of Shares representing interests
in the Funds will fluctuate as the values of the portfolio securities change
in response to changing market prices and other factors. Because of the risks
associated with common stock investments, the Funds are intended to be a long-
term investment vehicle and are not designed to provide investors with a means
of speculating on short-term stock market movements. Investors should be able
to tolerate sudden, sometimes substantial fluctuations in the value of their
investment. Investors who engage in excessive account activity generate
additional costs which are borne by all a Fund's shareholders. In order to
minimize such costs, the Funds reserve the right to reject any purchase
request (including exchange purchases from other n/i Funds) that is reasonably
deemed to be disruptive to efficient portfolio management, either because of
the timing of the investment or previous excessive trading by the investor.
Additionally, the Funds have adopted exchange privilege limitations permitting
three exchanges per year as described in the section "Exchange Privilege
Limitations." Finally, the Funds reserve the right to suspend the offering of
their shares.

Because of these risks, the Funds should not be considered a complete
investment program. Most investors should maintain diversified holdings of
securities with different risk characteristics--including common stocks, bonds
and money market instruments. Investors may wish to purchase shares on a
regular, periodic basis (Automatic Investing), rather than investing in one
lump sum, in order to reduce the risk of investing all their monies in common
stocks at a particularly unfavorable time. Investors may also wish to
complement an investment in the Fund with other types of common stock
investments.

FUND MANAGEMENT

Numeric serves as the investment adviser to the Funds. Numeric specializes in
the active management of U.S. equity portfolios using internally developed
quantitative stock selection and portfolio risk-control techniques, and
currently has over $2 billion in assets under management for individual,
limited partnership, mutual fund, pension plan and endowment accounts.

THE FUNDS

The investment objectives and policies of each of the Funds are summarized in
the table below. There is no assurance that a Fund will achieve its investment
objective.

<TABLE>
<CAPTION>
n/i Investment Performance
Fund Objective/Policy Benchmark*
- -------------------------------------------------------------------------------
<C> <S> <C>
Micro Cap Objective is to provide long-term capital
appreciation. Invests primarily in common stock of
companies with market capitalizations of $500 million Russell 2000
or less and higher than average earnings growth Growth Index
rates.
- -------------------------------------------------------------------------------
Growth Objective is long-term capital appreciation. Invests Russell 2500
primarily in common stock of companies with smaller Growth Index
($1 billion or less)
market capitalization or companies with substantial
equity capital and higher than average earnings
growth rates.
- -------------------------------------------------------------------------------
Growth & Objective is long-term capital appreciation. Invests S&P MidCap
Value primarily in common stocks of middle and large 400 Index
capitalization companies where earnings per share are
improving more rapidly than the earnings per share of
the average company, as well as companies whose
securities have market valuations which are lower
than the average market valuations of securities, as
measured by such characteristics as price to earnings
ratios and price to book ratios.
</TABLE>
- --------
* For more information on a Fund's benchmark, see Appendix A at the back of
this prospectus.

FEE TABLE

The following tables illustrate all expenses and fees (after expected fee
waivers and expense reimbursements) that a shareholder would incur in each
Fund. The expenses and fees in the tables are based on expenses incurred for
the current fiscal period ending August 31, 1996.

2
<PAGE>

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<S> <C>
Maximum Sales Charge Imposed on Purchases (as percentage of offering
price) NONE
Sales Charge Imposed on Reinvested Dividends NONE
Redemption Fees NONE
Exchange Fees 1 NONE
</TABLE>
- --------
1 Exchanges are limited to three (3) per year. See "How to Purchase Shares--
Exchange Privilege Limitations."

Annual Fund Operating Expenses After Expense Waivers and Reimbursements (as a
percentage of average net assets) /1/

<TABLE>
<CAPTION>
GROWTH
MICRO &
CAP GROWTH VALUE
FUND FUND FUND
----- ------ ------
<S> <C> <C> <C>
Management Fees
(after waivers) /2/....................................... 0% .10% 0%
12b-1 Fees (after waivers)................................. None None None
Other Expenses
(after waivers and
reimbursements)........................................... 1.00% .90% 1.00%
---- ---- ----
Total Fund Operating Expenses
(after waivers and
reimbursements)........................................... 1.00% 1.00% 1.00%
==== ==== ====
</TABLE>
- --------
1. Before expense waivers and reimbursements, Management Fees would be 0.75%
for each of the three Funds, Other Expenses would be 2.70% for the Micro
Cap Fund, 1.87% for the Growth Fund and 8.23% for the Growth & Value Fund
and Total Fund Operating Expenses would be 3.45% for the Micro Cap, 2.62%
for the Growth Fund and 8.98% for the Growth & Value Fund.

2. Management fees are based on average daily net assets and are calculated
daily and paid monthly.

The caption "Other Expenses" does not include extraordinary expenses as
determined by use of generally accepted accounting principles, nor does it
include taxes, interest or brokerage fees and expenses on the purchase and
sale of portfolio securities.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in each of
the Funds, assuming (1) a 5% annual return, and (2) redemption at the end of
each time period:

<TABLE>
<CAPTION>
ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
---- ----- ----- -----
<S> <C> <C> <C> <C>
Micro Cap................................................ $10 $32 $55 $122
Growth................................................... $10 $32 $55 $122
Growth & Value........................................... $10 $32 $55 $122
</TABLE>

The Example in the Fee Table assumes that all dividends and distributions are
reinvested and that the amounts listed under "Annual Fund Operating Expenses
After Expense Reimbursements and Waivers" remain the same in the years shown.
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
INVESTMENT RETURN OR OPERATING EXPENSES AND ACTUAL INVESTMENT RETURN OR
OPERATING EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

The Fee Table is designed to assist an investor in understanding the various
costs and expenses that an investor in any of the n/i Family of Mutual Funds
Classes of RBB will bear directly or indirectly. (For more complete
descriptions of the various costs and expenses, see "Management" and
"Distribution of Shares" below.) The Fee Table reflects a voluntary waiver of
management fees for each Fund through the current fiscal year. There can be no
assurance that any future waivers of management fees (if any) will not vary
from the figures reflected in the Fee Table. In addition, Numeric is currently
voluntarily assuming additional expenses of some of the Funds. There can be no
assurance that Numeric will continue to assume such expenses. Assumption of
additional expenses will have the effect of lowering a Fund's overall expense
ratio and increasing its yield or total return to investors. "Other Expenses"
for the Funds are based on estimated amounts for the current fiscal year.

OFFERING PRICES

Shares that represent interests in the Funds will be offered to the public at
the next determined net asset value after receipt of an order by PFPC Inc.
("PFPC"), the Funds' transfer agent. THE SHARES ARE OFFERED ON A NO-LOAD
BASIS: THERE IS NO SALES CHARGE IMPOSED ON PURCHASES OF SHARES, NOR ARE THE
SHARES SUBJECT TO A 12B-1 FEE.

MINIMUM INITIAL AND SUBSEQUENT INVESTMENTS

The minimum initial investment for each Fund is $3,000. Subsequent investments
must be $100 or more. The minimum initial investment for an Automatic
Investment Plan is $1,000 with minimum monthly payments of $100. The minimum
investment for Individual Retirement Accounts ("IRAs"), or pension, profit-
sharing or other employee benefit plans is $1,000 and minimum subsequent
investments are $100. See "How to Purchase Shares."

EXCHANGES

Shares of a n/i Family Fund may be exchanged up to three (3) times per year
for Shares of any other n/i Family Fund

3
<PAGE>

at their net asset value next determined after receipt by PFPC of an exchange
request. In addition, RBB reserves the right to impose an administrative
charge for each exchange or to reject any exchange request that is reasonably
deemed to be disruptive to efficient portfolio management. See "How to
Purchase Shares--Exchange Privilege" and "Exchange Privilege Limitation."

REDEMPTION PRICE

Shares may be redeemed at any time at their net asset value next determined
after receipt by PFPC of a redemption request. RBB reserves the right, upon 30
days' written notice, to redeem an account in any of the Funds if the net
asset value of the investor's Shares in that account falls below $500 and is
not increased to at least such amount within such 30-day period. See "How to
Redeem Shares."

RISK FACTORS TO CONSIDER

An investment in any of the Funds is subject to certain risks, as set forth in
detail under "Investment Objectives and Policies." As with other mutual funds,
there can be no assurance that any Fund will achieve its objective. Some or
all of the Funds, to the extent set forth under "Investment Objectives and
Policies," may engage in the following investment practices: short sales,
borrowings, the lending of portfolio securities, engaging in options and
futures transactions and investments in micro-cap and small cap issuers. All
of these transactions involve certain special risks, as set forth under
"Investment Objectives and Policies." In addition, the Funds may be subject to
high portfolio turnover rates. See "Investment Objectives and Policies--
Portfolio Turnover" and "Taxes."

SHAREHOLDER INQUIRIES

For questions regarding shareholder accounts: (800) 348-5031. Any questions
regarding (i) new or existing accounts or (ii) purchases or redemptions should
be directed to PFPC by writing them at:

Bellevue Park Corporate Center
400 Bellevue Parkway
Wilmington, Delaware 19809

For overnight deliveries:

Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 108
Wilmington, Delaware 19809

or by calling PFPC toll-free at:

(800) 348-5031 (in Delaware call collect (302) 791-3486).

For any other questions, call:

1-800-NUMERIC [1-800-686-3742].

To Request a Prospectus. A prospectus is available by calling:

1-800 NUMERIC [1-800-686-3742].

To reach Numeric on the Internet. Information is available on the Internet
through the World Wide Web. Shareholders and investment professionals may
obtain information on Numeric by accessing:

http://www.numeric.com

To reach Numeric through e-mail:

[email protected]

4
<PAGE>

FINANCIAL HIGHLIGHTS

(FOR THE PERIOD JUNE 3, 1996* THROUGH AUGUST 31, 1996)

Contained below is per share operating performance data for each share
outstanding, total investment return, ratios to average net assets and other
supplemental data for the period ended August 31, 1996. This information has
been derived from information provided in the financial statements for that
period which has been audited by Coopers & Lybrand L.L.P., RBB's independent
accountants, whose report thereon appears in the Statement of Additional
Information along with the financial statements. The financial data included
in this table should be read in conjunction with the financial statements and
related notes included in the Statement of Additional Information.

<TABLE>
<CAPTION>
MICRO
CAP GROWTH GROWTH & VALUE
FUND FUND FUND
------- ------- --------------
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE**
Net asset value, beginning of period........ $ 12.00 $ 12.00 $ 12.00
------- ------- -------
Net investment income(1).................... 0.01 0.01 0.03
Net realized and unrealized loss on
investments(2)............................. (0.34) (0.17) (0.47)
------- ------- -------
Net decrease in net assets resulting from
operations................................. (0.33) (0.16) (0.44)
------- ------- -------
Net asset value, end of period.............. $ 11.67 $ 11.84 $ 11.56
======= ======= =======
Total investment return(3).................. (2.75)% (1.33)% (3.67)%
======= ======= =======
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)... $14,100 $26,756 $ 3,813
Ratio of expenses to average net
assets***(1)(4)............................ 1.00% 1.00% 1.00%
Ratio of net investment income to average
net assets***(1)........................... 0.73% 0.71% 1.89%
Portfolio turnover rate****................. 42.92% 19.21% 5.25%
Average commission rate per share(5)........ $0.0339 $0.0365 $0.0363
</TABLE>
- --------
* Commencement of operations.
** Calculated based on shares outstanding on the first and last day of the
period, except for dividends and distributions, if any, which are based
on actual shares outstanding on the dates of distributions.
*** Annualized.
**** Not annualized.
(1) Reflects waivers and reimbursements.
(2) The amount shown for a share outstanding throughout the period is not in
accord with the change in the aggregate gains and losses in investments
during the period because of the timing of sales and repurchases of Fund
shares in relation to fluctuating net asset value during the period.
(3) Total return is calculated assuming a purchase of shares on the first day
and a sale of shares on the last day of each period reported and includes
reinvestments of dividends and distributions, if any. Total return is not
annualized.

(4) Without the waiver of advisory, administration and transfer agent fees
and without the reimbursement of certain operating expenses, the ratio of
expenses to average net assets annualized for the period ended August 31,
1996 would have been 3.45%, 2.62% and 8.98% for n/i Micro Cap Fund, n/i
Growth Fund, and n/i Growth & Value Fund, respectively.
(5) Computed by dividing the total amount of commissions paid by the total
number of shares purchased and sold during the period subject to such
commissions.

5
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

To meet its investment objective, each Fund employs a specific investment
style, as described below. There is no assurance that a Fund will achieve its
investment objective.

The investment objective of the n/i Micro Cap Fund is to provide long-term
capital appreciation. The Fund invests primarily in common stocks, although it
may also invest in securities which are convertible into common stock, fixed
income securities and money market securities. Under normal circumstances, the
Fund invests at least 65% of its total assets in common stock of companies
with market capitalization of $500 million or less and higher average earnings
growth rates, although the Fund may invest in companies with higher market
capitalization and lower than average earnings growth rates. Numeric
determines its stock selection decisions primarily on the basis of its growth
stock model, which seeks to identify companies whose earnings per share are
improving more rapidly than the earnings per share of the average company.
Considered, but of significantly less importance, is the value stock model
which seeks to identify companies whose securities have market valuations
which are lower than the average market valuations of securities, as measured
by characteristics including price to earnings ratios and price to book
ratios. The Fund measures its performance against the Russell 2000 Growth
Index.

The investment objective of the n/i Growth Fund is to provide long-term
capital appreciation. The Fund invests primarily in common stocks, although it
may also invest in securities which are convertible into common stock, fixed
income securities and money market securities. Under normal circumstances, the
Fund invests in common stock of companies with smaller ($1 billion or less)
market capitalization or companies with substantial equity capital and higher
than average earnings growth rates. Numeric determines its stock selection
decisions primarily on the basis of its growth stock model, which seeks to
identify companies whose earnings per share are improving more rapidly than
the earnings per share of the average company. Considered, but of
significantly less importance, is the value stock model which seeks to
identify companies whose securities have market valuations which are lower
than the average market valuations of securities, as measured by
characteristics including price to earnings ratios and price to book ratios.
The Fund will measure its performance against the Russell 2500 Growth Index.

The investment objective of the n/i Growth & Value Fund is to provide long-
term capital appreciation. The Fund invests primarily in common stocks of
middle and large capitalization companies, although it may also invest in
securities which are convertible into common stock, fixed income securities
and money market securities. Numeric determines its stock selection decisions
primarily on the basis of its growth stock model and its value stock model.
The growth stock model seeks to identify companies whose earnings per share
are improving more rapidly than the earnings per share of the average company.
The value stock model seeks to identify companies whose securities have market
valuations which are lower than the average market valuation of securities, as
measured by characteristics including price to earnings ratios and price to
book ratios. The Fund anticipates that it will invest a large portion of its
total assets in common stock of "mid cap" companies, which the Fund defines as
the 151st to the 1000th largest companies (excluding ADRs) as ranked by market
capitalization. This currently represents a market capitalization range of
approximately $800 million to $8 billion. The Fund will measure its
performance against the S&P MidCap 400 Index.

NUMERIC'S INVESTMENT STYLE. Numeric employs a quantitative approach to
investment management. Numeric relies on proprietary quantitative computer
models utilizing internally developed computer technology and financial
databases to assist in the stock selection process. Numeric's proprietary
models are capable of ranking a large universe of eligible investments using a
wide array of financial data such as market price, book value, earnings, cash
flow and earnings growth rates. The models also evaluate the degree to which
independent research analysts are changing their earnings forecasts for the
companies they follow. The models are broadly classified into two types:
Numeric's value stock model seeks to identify companies whose securities have
market valuations which are lower than the average market valuation of
securities, as measured by characteristics including price to earnings ratios
and price to book ratios; Numeric's growth stock model, Estrend(TM), seeks to
identify companies whose earnings per share are improving more rapidly than
the earnings per share of the average company. Stocks are ranked according to
their relative attractiveness as determined by these models. These rankings
assist Numeric in constructing a portfolio it believes is invested in the most
attractive securities consistent with a Fund's investment objectives. The same
investment strategy used to manage a particular Fund also may be used for
institutional accounts managed by Numeric. These models may be changed
periodically to capture the insights of Numeric's ongoing research efforts.

In pursuing the investment objectives of each of the Funds, Numeric may use
the investment instruments and techniques discussed below:

EQUITY MARKETS. The Funds invest primarily in equity markets at all times.
Equity markets can be highly volatile, so that investing in the Funds involves
substantial risk. In addition, the Funds can and will typically invest in
stocks which are riskier and more volatile than the average stock. As a
result, investing in these Funds involves risk of substantial loss of capital.

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<PAGE>

OPTIONS AND FUTURES. The Funds may write covered call options, buy put
options, buy call options and write put options, without limitation except as
noted in this paragraph. Such options may relate to particular securities or
to various indexes and may or may not be listed on a national securities
exchange and issued by the Options Clearing Corporation. The Funds may also
invest in futures contracts and options on futures contracts (index futures
contracts or interest rate futures contracts, as applicable) for hedging
purposes, including equitizing cash.

Options trading is a highly specialized activity which entails greater than
ordinary investment risks. A call option for a particular security gives the
purchaser of the option the right to buy, and a writer the obligation to sell,
the underlying security at the stated exercise price at any time prior to the
expiration of the option, regardless of the market price of the security. The
premium paid to the writer is in consideration for undertaking the obligations
under the option contract. A put option for a particular security gives the
purchaser the right to sell the underlying security at the stated exercise
price at any time prior to the expiration date of the option, regardless of
the market price of the security. In contrast to an option on a particular
security, an option on an index provides the holder with the right to make or
receive a cash settlement upon exercise of the option. The amount of this
settlement will be equal to the difference between the closing price of the
index at the time of exercise and the exercise price of the option expressed
in dollars, times a specified multiple.

The Funds will engage in unlisted over-the-counter options only with broker-
dealers deemed creditworthy by Numeric. Closing transactions in certain
options are usually effected directly with the same broker-dealer that
effected the original option transaction. The Funds bear the risk that the
broker-dealer will fail to meet its obligations. There is no assurance that
the Funds will be able to close an unlisted option position. Furthermore,
unlisted options are not subject to the protections afforded purchasers of
listed options by the Options Clearing Corporation, which performs the
obligations of its members who fail to do so in connection with the purchase
or sale of options.

To enter into a futures contract, the Funds must make a deposit of an initial
margin with its custodian in a segregated account in the name of its futures
broker. Subsequent payments to or from the broker, called variation margin,
will be made on a daily basis as the price of the underlying security or index
fluctuates, making the long and short positions in the futures contracts more
or less valuable.

The risks related to the use of options and futures contracts include: (i) the
correlation between movements in the market price of a Fund's investments
(held or intended for purchase) being hedged and in the price of the futures
contract or option may be imperfect; (ii) possible lack of a liquid secondary
market for closing out options or futures positions; (iii) the need for
additional portfolio management skills and techniques; and (iv) losses due to
unanticipated market movements. Successful use of options and futures by the
Funds is subject to Numeric's ability to correctly predict movements in the
direction of the market. For example, if a Fund uses future contracts as a
hedge against the possibility of a decline in the market adversely affecting
securities held by it and securities prices increase instead, the Fund will
lose part or all of the benefit of the increased value of its securities which
it has hedged because it will have approximately equal offsetting losses in
its futures positions. The risk of loss in trading futures contracts in some
strategies can be substantial, due both to the low margin deposits required,
and the extremely high degree of leverage involved in futures pricing. As a
result, a relatively small price movement in a futures contract may result in
immediate and substantial loss or gain to the investor. Thus, a purchase or
sale of a futures contract may result in losses or gains in excess of the
amount invested in the contract. For a further discussion see "Investment
Objectives and Policies" in the Statement of Additional Information.

SHORT SALES. Short sales are transactions in which a Fund 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 Fund must borrow the security to
make delivery to the buyer. The Fund then is obligated to replace the security
borrowed by purchasing it at the market price at the time of replacement. The
price at such time may be more or less than the price at which the security
was sold by the Fund. Until the security is replaced, the Fund is required to
pay to the lender amounts equal to any dividend which accrues during the
period of the loan. To borrow the security, the Fund also may be required to
pay a premium, which would increase the cost of the security sold. The
proceeds of the short sale will be retained by the broker, to the extent
necessary to meet margin requirements, until the short position is closed out.

Until a Fund replaces a borrowed security in connection with a short sale, the
Fund will: (a) maintain daily a segregated account, containing cash, cash
equivalents or U.S. Government securities, at such a level that (i) the amount
deposited in the account plus the amount deposited with the broker as
collateral will equal the current value of the security sold short and (ii)
the amount deposited in the segregated account plus the amount deposited with
the broker as collateral will not be less than the market value of the
security at the time it was sold short; or (b) otherwise cover its short
position in accordance with positions taken by the Staff of the Securities and
Exchange Commission.

A Fund 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 fund replaces the borrowed

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<PAGE>

security. The Fund will realize a gain if the security declines in price
between those dates. This result is the opposite of what one would expect from
a cash purchase of a long position in a security. The amount of any gain will
be decreased, and the amount of any loss increased, by the amount of any
premium or amounts in lieu of interest the Fund may be required to pay in
connection with a short sale. The Fund may purchase call options to provide a
hedge against an increase in the price of a security sold short by the Fund.
See "Options and Futures Contracts" above.

The Funds anticipate that the frequency of short sales will vary substantially
in different periods, and they do not intend that any specified portion of
their assets, as a matter of practice, will be invested in short sales.
However, no securities will be sold short if, after effect is given to any
such short sale, the total market value of all securities sold short would
exceed 25% of the value of a Fund's net assets. The value of the securities of
any single issuer sold short by a Fund may not exceed the lesser of 2% of the
value of a Fund's net assets or 2% of the outstanding securities of any class
of any issuer. Short sales may be made only in securities which are fully
listed on a national securities exchange.

In addition to the short sales discussed above, the Funds may make short sales
"against the box," a transaction in which a Fund enters into a short sale of a
security which the Fund owns. The proceeds of the short sale will be held by a
broker until the settlement date at which time the Fund delivers the security
to close the short position. The Fund receives the net proceeds from the short
sale. It currently is anticipated that the Funds will make short sales against
the box for purposes of protecting the value of the Funds' net assets.

LENDING OF FUND SECURITIES. The Funds may lend their portfolio securities to
financial institutions. Such loans would involve risks of delay in receiving
additional collateral in the event the value of the collateral decreases below
the value of the securities loaned or of delay in recovering the securities
loaned or even loss of rights in the collateral should the borrower of the
securities fail financially. However, loans will be made only to borrowers
which Numeric deems to be of good standing and only when, in Numeric's
judgment, the income to be earned from the loans justifies the attendant
risks.

PORTFOLIO TURNOVER. The Funds may be subject to a greater degree of turnover
and thus a higher incidence of short-term capital gains taxable as ordinary
income than might be expected from portfolios which invest substantially all
of their funds on a long-term basis, and correspondingly larger brokerage
charges can be expected to be borne by such Funds. Federal income tax law may
restrict the extent to which such Funds may engage in short-term trading
activities. See "Taxes" below and in the Statement of Additional Information
for a discussion of the impact of portfolio turnover. The Funds anticipate
that their annual turnover will range from 150% to 300% or more depending on
market conditions. Such turnover rates are greater than that of many other
investment companies.

MICRO CAP AND SMALL CAP STOCKS. Securities of companies with micro and small
capitalizations tend to be riskier than securities of companies with medium or
large capitalizations. This is because micro and small cap companies typically
have smaller product lines and less access to liquidity than mid cap or large
cap companies, and are therefore more sensitive to economic downturns. In
addition, growth prospects of micro and small cap companies tend to be less
certain than mid or large cap companies, and the dividends paid on micro and
small cap stocks are frequently negligible. Moreover, micro and small cap
stocks have, on occasion, fluctuated in the opposite direction of large cap
stocks or the general stock market. Consequently, securities of micro and
small cap companies tend to be more volatile than those of mid and large cap
companies.

BORROWING MONEY. As a fundamental policy, the Funds are permitted to borrow to
the extent permitted under the 1940 Act and to mortgage, pledge or hypothecate
their respective assets in connection with such borrowings in amounts not in
excess of 125% of the dollar amounts borrowed. The 1940 Act permits an
investment company to borrow in an amount up to 33 1/3% of the value of such
company's total assets. However, the Funds currently intend to borrow money
only for temporary or emergency (not leveraging) purposes, in an amount up to
15% of the value of their respective total assets (including the amount
borrowed) valued at the lesser of cost or market, less liabilities (not
including the amount borrowed) at the time the borrowing is made. While
borrowings exceed 5% of its total assets, the Funds will not make any
additional investments.

DEBT SECURITIES. The Funds may invest in debt securities rated no less than
investment grade by either Standard & Poor's or Moody's. Bonds in the lowest
investment grate debt category (e.g., bonds rated BBB by Standard & Poor's
Corporation or Baa by Moody's Investors Services, Inc.) have speculative
characteristics, and changes in economic conditions or other circumstances are
more likely to lead to a weakened capacity to make principal and interest
payments than is the case with higher grade bonds. The Funds will not retain a
bond which was rated as investment grade at the time of purchase but whose
rating is subsequently downgraded below investment grade. The value of debt
securities held by a Fund will tend to vary inversely in relation to changes
in prevailing interest rates. Thus, if interest rates have increased from the
time a debt security was purchased, such security, if sold, might be
8
<PAGE>

sold at a price less than its cost. Conversely, if interest rates have
declined from the time a debt security was purchased, the debt security, if
sold, might be sold at a price greater than its cost.

MARKET FLUCTUATION. Because the investment alternatives available to each Fund
may be limited by specific objectives of that Fund, investors should be aware
that an investment in a particular Fund may be subject to greater market
fluctuation than an investment in a portfolio of securities representing a
broader range of investment alternatives. In view of the specialized nature of
the investment activities of each Fund, an investment in any single fund
should not be considered a complete investment program. There is no assurance
that any Fund will achieve its investment objectives.

SHORT-TERM DEBT OBLIGATIONS. The Funds may purchase money market instruments
to the extent consistent with their investment objectives and policies. Such
instruments include U.S. Government obligations, repurchase agreements,
certificates of deposit, bankers acceptances and commercial paper.

REPURCHASE AGREEMENTS. The Funds may agree to purchase securities from
financial institutions subject to the seller's agreement to repurchase them at
an agreed-upon time and price ("repurchase agreements"). The financial
institutions with whom the Funds may enter into repurchase agreements will be
banks and broker/dealers which Numeric considers creditworthy pursuant to
criteria approved by the Board of Directors. Numeric will consider, among
other things, whether a repurchase obligation of a seller involves minimal
credit risk to a Fund in determining whether to have the Fund enter into a
repurchase agreement. The seller under a repurchase agreement will be required
to maintain the value of the securities subject to the agreement at not less
than the repurchase price plus accrued interest. Numeric will mark to market
daily the value of the securities, and will, if necessary, require the seller
to maintain additional securities, to ensure that the value is not less than
the repurchase price. Default by or bankruptcy of the seller would, however,
expose a Fund to possible loss because of adverse market action or delays in
connection with the disposition of the underlying obligations.

OTHER INVESTMENT INSTRUMENTS AND TECHNIQUES. In addition to the above
investment instruments and techniques, the Funds presently intend to invest
not more than 5% of a Fund's net assets in when-issued and forward
commitments, illiquid securities, depositary receipts, investment company
securities and convertible securities. These investment instruments and
techniques and related risks are described in greater detail in the Funds'
Statement of Additional Information under "Investment Objectives and
Policies."

The Funds' investment objectives and policies described above may be changed
by RBB's Board of Directors without the affirmative vote of the holders of a
majority of outstanding Shares of RBB representing interests in the Funds.
Such changes may result in the Funds having investment objectives which differ
from those an investor may have considered at the time of investment.
Shareholders will be provided 30 days prior written notice of any change in a
Fund's investment objectives. There is no assurance that the investment
objective of the Funds will be achieved.

INVESTMENT LIMITATIONS

No Fund may change the following investment limitations (with certain
exceptions, as noted below) without the affirmative vote of the holders of a
majority of a Fund's outstanding Shares. (A complete list of the investment
limitations that cannot be changed without such a vote of the shareholders is
contained in the Statement of Additional Information under "Investment
Objectives and Policies.")

THE FUNDS MAY NOT:

1. Purchase the securities of any one issuer, other than securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities, if
immediately after and as a result of such purchase more than 5% of the value
of a Fund's total assets would be invested in the securities of such issuer,
or more than 10% of the outstanding voting securities of such issuer would be
owned by the Fund, except that up to 25% of the value of the Fund's total
assets may be invested without regard to such limitations.

2. Borrow money, except to the extent permitted under the 1940 Act or
mortgage, pledge or hypothecate any of their respective assets in connection
with any such borrowing except in amounts not in excess of 125% of the dollar
amounts borrowed. For purposes of this Investment Restriction, the entry into
options, forward contracts, futures contracts, including those relating to
indexes, and options on futures contracts or indexes shall not constitute
borrowing.

3. Purchase any securities which would cause, at the time of purchase, 25% or
more of the value of the total assets of a Fund to be invested in the
obligations of issuers in any industry, provided that there is no limitation
with respect to investments in U.S. Government obligations.

9
<PAGE>

restriction on the amount of securities that may be loaned, except that
payments received on such loans, including amounts received during the loan on
account of interest on the securities loaned, may not (together with all non-
qualifying income) exceed 10% of a Fund's annual gross income (without offset
for realized capital gains) unless, in the opinion of counsel to RBB, such
amounts are qualifying income under Federal income tax provisions applicable
to regulated investment companies.

In determining whether the Funds have complied with limitation 3 above, the
Funds will not take into account the value of options and futures. These
investment limitations are applied at the time investment securities are
purchased (except that, with respect to borrowings, if asset coverage falls
below 300%, a Fund will reduce its borrowing to restore asset coverage to 300%
within three business days in accordance with the requirements of the 1940
Act). In order to permit the sale of its shares in certain states, the Funds
may make commitments more restrictive than the investment policies and
limitations described in this Prospectus. If the Funds determine that any
commitment is no longer in the best interests of the Funds, they will revoke
the commitment by terminating sale of shares of the Funds in the state
involved.

MANAGEMENT

BOARD OF DIRECTORS

The business and affairs of RBB and each investment portfolio are managed
under the direction of RBB's Board of Directors.

INVESTMENT ADVISER

Numeric serves as investment adviser to the Funds. Numeric was organized in
October, 1989 as a Delaware limited partnership and is located in Cambridge,
Massachusetts. The firm, which specializes in the active management of U.S.
equity portfolios using internally developed quantitative stock selection and
portfolio risk-control techniques, currently has over $2 billion in assets
under management for individual, limited partnership, mutual fund, pension
plan and endowment accounts. Langdon B. Wheeler, CFA is the founder of
Numeric. Mr. Wheeler received his MBA from Harvard University and an
undergraduate degree from Yale University. All Funds are managed by John C.
Bogle, Jr., CFA. Mr. Bogle joined Numeric in 1990 after serving as Vice
President and Portfolio Manager at State Street Global Advisors. Mr. Bogle
received his MBA and BS from Vanderbilt University. Messrs. Wheeler and Bogle
are active in the development and implementation of the firm's stock selection
models. The General Partner of Numeric is Langdon Wheeler & Associates, Inc.,
a Massachusetts corporation. The principal officers of Langdon Wheeler &
Associates, Inc. are Messrs. Wheeler and Bogle.

For the services provided and the expenses assumed by it, Numeric is entitled
to receive a fee from each of the Funds at an annual rate of 0.75% of a Fund's
average daily net assets, computed daily and payable monthly. Numeric may from
time to time voluntarily agree to waive all or any portion of its advisory
fees. Numeric presently intends to waive its fees for the current fiscal year
and for the following fiscal year to the extent necessary to maintain an
annualized expense ratio for each Fund of 1.00%, although there is no
guarantee that Numeric will maintain such waivers indefinitely.

For the Fund's fiscal period ended August 31, 1996, Numeric waived all
investment advisory fees earned with respect to the n/i Micro Cap Fund and n/i
Growth & Value Fund. For the n/i Growth Fund, RBB paid Numeric investment
advisory fees of .10% (annualized) of the average net assets and during the
same period it waived .65% (annualized) of average net assets.

CO-ADMINISTRATORS

Bear Stearns Funds Management Inc. ("BSFM"), an affiliate of Bear, Stearns &
Co. Inc. ("Bear Stearns"), serves as co-administrator to the Funds. BSFM
generally assists each of the Funds in all aspects of their administration and
operations. The services provided and the fees payable by the Funds for these
services are described in the Statement of Additional Information under
"Investment Advisory, Distribution and Servicing Arrangements."

PFPC, an indirect wholly owned subsidiary of PNC Bank, N.A. ("PNC"), also
serves as co-administrator to the Funds. PFPC assists the Funds in matters
relating to the maintenance of financial records and accounting. The services
provided and the fees payable by the Funds for these services are described in
the Statement of Additional Information under "Investment Advisory,
Distribution and Servicing Arrangements."

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

PFPC serves as the Funds' transfer agent and dividend disbursing agent. PFPC's
principal business address is 400 Bellevue Parkway, Wilmington, DE 19809. The
services provided and the fees payable by the Funds for these services are
described in the Statement of Additional Information under "Investment
Advisory, Distribution and Servicing Arrangements."

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<PAGE>

CUSTODIAN

Custodial Trust Company ("CTC"), an affiliate of Bear Stearns, serves as
custodian for the Funds. The services provided and the fees payable by the
Funds for these services are described in the Statement of Additional
Information under "Investment Advisory, Distribution and Servicing
Arrangements."

OTHER ADMINISTRATIVE SERVICES

Counsellors Funds Services, Inc., a wholly owned subsidiary of the
Distributor, provides certain administrative services to the Funds not
otherwise provided by BSFM or PFPC. The services provided and fees payable by
the Funds for these services are described in the Statement of Additional
Information under "Investment Advisory, Distribution and Servicing
Arrangements."

EXPENSES

The expenses of each Fund are deducted from their total income before
dividends are paid. These expenses include, but are not limited to, fees paid
to Numeric, fees and expenses of officers and directors who are not affiliated
with Numeric or the Funds' Distributor, taxes, interest, legal fees, custodian
fees, auditing fees, brokerage fees and commissions, certain of the fees and
expenses of registering and qualifying the Funds and their shares for
distribution under Federal and state securities laws, expenses of preparing
prospectuses and statements of additional information and of printing and
distributing prospectuses and statements of additional information annually to
existing shareholders that are not attributable to a particular class of
shares of RBB, the expense of reports to shareholders, shareholders' meetings
and proxy solicitations that are not attributable to a particular class of
shares of RBB, fidelity bond and directors and officers liability insurance
premiums, the expense of using independent pricing services and other expenses
which are not expressly assumed by the adviser under its investment advisory
agreement with respect to a Fund. Any general expenses of RBB that are not
readily identifiable as belonging to a particular investment portfolio of RBB
will be allocated among all investment portfolios of RBB based upon the
relative net assets of the investment portfolios at the time such expenses are
cited. Transfer agency expenses, expenses of preparation, printing and
distributing prospectuses, statements of additional information, proxy
statements and reports to shareholders, and registration fees, identified as
belonging to a particular class, are allocated to such class.

Numeric may assume additional expenses of the Funds from time to time. In
certain circumstances, Numeric may assume such expenses on the condition that
it is reimbursed by the Funds for such amounts prior to the end of a fiscal
year. In such event, the reimbursement of such amounts will have the effect of
increasing a Fund's expense ratio and of decreasing the total return or yield
to investors.

For the Fund's fiscal period ended August 31, 1996, the n/i Micro Cap Fund's
total expenses were 3.45% (annualized) of average net assets (not taking into
account waivers and reimbursements of 2.45% (annualized)), the n/i Growth
Fund's total expenses were 2.62% (annualized) of average net assets (not
taking into account waivers and reimbursements of 1.62% (annualized)) and the
n/i Growth & Value Fund's total expenses were 8.98% (annualized) of average
net assets (not taking into account waivers and reimbursements of 7.98%
(annualized)).

FUND TRANSACTIONS

Numeric may consider a number of factors in determining which brokers to use
in purchasing or selling a Fund's securities. These factors, which are more
fully discussed in the Statement of Additional Information, include, but are
not limited to, research services, the reasonableness of commissions and
quality of services and execution. A higher rate of turnover of a Fund's
securities may involve correspondingly higher transaction costs, which will be
borne directly by the Fund. A Fund may enter into brokerage transactions with
and pay brokerage commissions to brokers that are affiliated persons (as such
term is defined in the 1940 Act) provided that the terms of the brokerage
transactions comply with the provisions of the 1940 Act.

Numeric may allocate trades among any or all of its clients, including the
Funds. Numeric combines orders and allocates to each account its proportionate
or "pro rata" share of the trade. Accounts included in the trade allocation
may include limited partnerships for which Numeric serves as general partner
and in which employees and/or partners of Numeric may own a substantial
interest. Numeric may cause the Funds to pay brokerage commissions which may
be in excess of the lowest rates available to brokers who execute transactions
for the Funds or who otherwise provide brokerage and research services
utilized by Numeric, provided that Numeric determines in good faith that the
amount of each such commission paid to a broker is reasonable in relation to
the value of the brokerage viewed in terms of either the particular
transaction to which the commission relates or Numeric's overall
responsibilities with respect to the Funds.

DISTRIBUTION OF SHARES

Counsellors Securities Inc. (the "Distributor"), a wholly owned subsidiary of
Warburg, Pincus Counsellors, Inc., with offices at 466 Lexington Avenue, New
York, New York, acts as distributor for each of the Funds pursuant to separate
distribution contracts (collectively, the "Distribution Contracts") with RBB
on behalf of each of the Funds.

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<PAGE>

HOW TO PURCHASE SHARES

GENERAL

Shares representing interests in the Funds are offered continuously for sale
by the Distributor and may be purchased without imposition of a sales charge
through PFPC, the Funds' transfer agent. Shares may be purchased initially by
completing the application included in this Prospectus and forwarding the
application and payment to PFPC. Subsequent purchases of Shares may be
effected by mailing a check or Federal Reserve Draft payable to the order of
"n/i Family of Funds" c/o PFPC, P.0. Box 8966, Wilmington, Delaware 19899-
8966. The name of the Fund for which Shares are being purchased must also
appear on the check or Federal Reserve Draft. Federal Reserve Drafts are
available at national banks or any state bank which is a member of the Federal
Reserve System. Initial investments in any Fund must be at least $3,000 and
subsequent investments must be at least $100. The minimum initial investment
for an Automatic Investment Plan is $1,000 with minimum monthly payments of
$100. RBB reserves the right to reject any purchase order or to waive the
minimum initial or subsequent investment requirement. Investors will be given
notice of any increase in minimum investment requirements.

Provided that the investment is at least $2,500, an investor may also purchase
Shares by having his bank or his broker wire Federal Funds to PFPC. An
investor's bank or broker may impose a charge for this service. The Fund does
not currently impose a sales charge for effecting wire transfers but reserves
the right to do so in the future. In order to ensure prompt receipt of an
investor's Federal Funds wire, for an initial investment, it is important that
an investor follows these steps:

A. Telephone the Funds' transfer agent, PFPC, toll-free (800) 348-5031 (in
Delaware call collect (302) 791- 3486), and provide PFPC with your name,
address, telephone number, Social Security or Tax Identification Number, the
Fund selected, the amount being wired, and by which bank. PFPC will then
provide an investor with a Fund account number. Investors with existing
accounts should also notify PFPC prior to wiring funds.

B. Instruct your bank or broker to wire the specified amount, together with
your assigned account number, to PFPC's account with PNC:

PNC Bank, N.A.
ABA-0310-0005-3
CREDITING ACCOUNT NUMBER: 86-1108-2312
FROM: (name of investor)
ACCOUNT NUMBER: (Investor's account number with the Fund)
FOR PURCHASE OF: (name of the Fund)
AMOUNT: (amount to be invested)

C. Fully complete and sign the Application and mail it to the address shown
thereon. PFPC will not process redemptions until it receives a fully completed
and signed Application.

For subsequent investments, an investor should follow steps A and B above.

Shares of the Funds may be purchased on any Business Day. A "Business Day" is
any day that the New York Stock Exchange (the "NYSE") is open for business.
Currently, the NYSE is closed on weekends and New Year's Day, President's Day,
Good Friday, Memorial Day, Independence Day (observed), Labor Day,
Thanksgiving Day and Christmas Day (observed). Such Shares are offered at the
next determined net asset value per share.

The price paid for a Fund's Shares purchased initially or acquired through the
exercise of an exchange privilege is based on the net asset value next
computed after an order is received by PFPC. Such price will be the net asset
value next computed after an order is received by PFPC provided such order is
transmitted to and received by PFPC prior to its close of business on such
day. Orders received by PFPC after its close of business are priced at the net
asset value next determined on the following Business Day. In those cases
where an investor pays for Shares by check, the purchase will be effected at
the net asset value next determined after PFPC receives payment in good order.

Shareholders whose shares are held in a street name account and who desire to
transfer such shares to another street name account should contact the record
holder of their current street name account.

The Funds understand that some broker-dealers (other than the Distributor),
financial institutions, securities dealers, financial planners and other
industry professionals ("Service Agents") may impose certain conditions on
their clients that invest in the Funds, which are in addition to or different
from those described in this Prospectus, and, to the extent permitted by
applicable regulatory authority, may charge their clients direct fees. Certain
features of the Funds, such as the minimum initial or subsequent investments,
may be modified in these programs, and administrative charges may be imposed
for the services rendered. Therefore, a client or customer should contact the
organization acting on his behalf concerning the fees (if any) charged in
connection with a purchase or redemption of a Fund's shares and should read
this Prospectus in light of the terms governing his accounts with Service
Agents. Service Agents will be responsible for promptly transmitting client or
customer purchase and redemption orders to the Funds in accordance with their
agreements with clients or customers. If payment is not received by

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<PAGE>

such time, the Service Agent could be held liable for resulting fees or
losses.

AUTOMATIC INVESTMENT PLAN

Additional investments in Shares of the Funds may be made automatically by
authorizing PFPC to withdraw funds from your bank account through an Automatic
Investment Plan. Investors desiring to participate in an Automatic Investment
Plan should call RBB's transfer agent, PFPC, at (800) 348-5031 (in Delaware
call collect (302) 791-3486) to obtain the appropriate forms, or complete the
appropriate section of the Application included with this Prospectus. The
minimum initial investment for an Automatic Investment Plan is $1,000 with
minimum monthly payments of $100.

EXCHANGE PRIVILEGE

The exchange privilege is available to shareholders residing in any state in
which the Shares being acquired may be legally sold. A shareholder may
exchange Shares of any Fund for Shares of any other of the Fund up to three
(3) times per year. Such exchange will be effected at the net asset value of
the exchanged Fund and the net asset value of the Fund to be acquired next
determined after PFPC's receipt of a request for an exchange. In addition, RBB
reserves the right to impose a $5.00 administrative fee for each exchange. An
exchange of Shares will be treated as a sale for Federal income tax purposes.
See "Taxes."

A shareholder wishing to make an exchange may do so by sending a written
request to PFPC. Shareholders are automatically provided with telephone
exchange privileges when opening an account, unless they indicate on the
Application that they do not wish to use this privilege. To add a telephone
exchange feature to an existing account that previously did not provide for
this option, a Telephone Exchange Authorization Form must be filed with PFPC.
This form is available from PFPC. Once this election has been made, the
shareholder may simply contact PFPC by telephone to request the exchange by
calling (800) 348-5031 (in Delaware call collect (302) 791-3486). RBB will
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine, and if RBB does not employ such procedures, it may be
liable for any losses due to unauthorized or fraudulent telephone
instructions. Neither RBB nor PFPC will be liable for any loss, liability,
cost or expense for following RBB's telephone transaction procedures described
below or for following instructions communicated by telephone that it
reasonably believes to be genuine.

RBB's telephone transaction procedures include the following measures: (1)
requiring the appropriate telephone transaction privilege forms; (2) requiring
the caller to provide the names of the account owners, the account's Federal
tax identification number and name of the Fund, all of which must match RBB's
records; (3) permitting exchanges only if the two account registrations are
identical; (4) requiring that redemption proceeds be sent only by check to the
account owners of record at the address of record, or by wire only to the
owners of record at the bank account of record; (5) sending a written
confirmation for each telephone transaction to the owners of record at the
address of record within five (5) business days of the call; and (6)
maintaining tapes of telephone transactions for six months, if the fund elects
to record shareholder telephone transactions.

For accounts held of record by Service Agents, additional documentation or
information regarding the scope of a caller's authority is required. Finally,
for telephone transactions in accounts held jointly, additional information
regarding other account holders is required. Telephone transactions will not
be permitted in connection with IRA or other retirement plan accounts or by an
attorney-in-fact under power of attorney.

If the exchanging shareholder does not currently own Shares of the Fund whose
Shares are being acquired, a new account will be established with the same
registration, dividend and capital gain options as the account from which
shares are exchanged, unless otherwise specified in writing by the shareholder
with all signatures guaranteed by an Eligible Guarantor Institution, as
defined by rules issued by the SEC, including banks, brokers, dealers, credit
unions, national securities exchanges and savings associations. The exchange
privilege may be modified or terminated at any time, or from time to time, by
RBB, upon 60 days' written notice to shareholders.

If an exchange is to a new n/i Family Fund, the dollar value of Shares
acquired must equal or exceed RBB's minimum for a new account; if to an
existing account, the dollar value must equal or exceed RBB's minimum for
subsequent investments. If any amount remains in the n/i Fund from which the
exchange is being made, such amount must not drop below the minimum account
value required by RBB.

EXCHANGE PRIVILEGE LIMITATIONS

The Funds' exchange privilege is not intended to afford shareholders a way to
speculate on short-term movements in the market. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt
the management of the Funds and increase transactions costs, the Funds have
established a policy of limiting excessive exchange activity.

Shareholders are entitled to three (3) substantive exchange redemptions (at
least 30 days apart) from each Fund during any twelve-month period.
Notwithstanding these

13
<PAGE>

limitations, the Funds reserve the right to reject any purchase request
(including exchange purchases from other n/i Funds) that is reasonably deemed
to be disruptive to efficient portfolio management.

RETIREMENT PLANS

n/i Family Fund Shares may be purchased in conjunction with individual
retirement accounts ("IRAs"), rollover IRAs, or pension, profit-sharing or
other employer benefit
plans. For further information as to applications and annual fees, contact
PFPC. To determine whether the benefits of an IRA are available and/or
appropriate, a shareholder should consult with a tax adviser.

CLOSING OF THE FUND

Numeric will monitor the Funds' total assets and may close any of the Funds at
any time to new investment or new accounts due to concerns that a significant
increase in the size of a Fund may adversely affect the implementation of
Numeric's investment strategy. Numeric may also choose to reopen a closed fund
to new investment at any time, and may subsequently close such Fund again
should concerns regarding Fund size recur. Numeric reserves the right while a
Fund is closed to accept new investments from any of its employees or their
spouses or children.

HOW TO REDEEM SHARES

REDEMPTION IN WRITING

Shareholders may redeem for cash some or all of their Fund Shares at any time.
To do so, a written request in proper form must be sent directly to The n/i
Family of Mutual Funds c/o PFPC, P.O. Box 8966, Wilmington, Delaware 19899-
8966. Shareholders may also place redemption requests through a Service Agent,
but such Service Agent might charge a fee for this service.

A request for redemption must be signed by all persons in whose names the
Shares are registered. Signatures must conform exactly to the account
registration. If the proceeds of the redemption would exceed $10,000, or if
the proceeds are not to be paid to the record owner at the record address, or
if the shareholder is a corporation, partnership, trust or fiduciary,
signature(s) must be guaranteed by an Eligible Guarantor Institution. A
signature guarantee verifies the authenticity of your signature. You may call
PFPC at (800) 348-5031 (in Delaware call collect (302) 791-3486) to determine
whether the entity that will guarantee the signature is an Eligible Guarantor
Institution.

Generally, a properly signed written request with any required signature
guarantee is all that is required for a redemption. In some cases, however,
other documents may be necessary. Additional documentary evidence of authority
is also required by PFPC in the event redemption is requested by a
corporation, partnership, trust, fiduciary, executor or administrator.

REDEMPTION BY TELEPHONE

Investors may redeem shares without charge by telephone if they have checked
the appropriate box and supplied the necessary information on the Application,
or have filed a Telephone Authorization with PFPC. An investor may obtain a
Telephone Authorization from PFPC by calling (800) 348-5031 (in Delaware call
collect (302) 791-3486). The Fund will employ reasonable procedures to confirm
that instructions communicated by telephone are genuine, and if the fund does
not employ such procedures, it may be liable for any losses due to
unauthorized or fraudulent telephone instructions. The proceeds will be mailed
by check to an investor's registered address unless he has designated in his
Application or Telephone Authorization that such proceeds are to be sent by
wire transfer to a specified checking or savings account. If proceeds are to
be sent by wire transfer, a telephone redemption request received prior to
4:00 p.m. will result in redemption proceeds being wired to the investor's
bank account on the next day that a wire transfer can be effected. The minimum
redemption for proceeds sent by wire transfer is $2,500. There is no maximum
for proceeds sent by wire transfer. The Funds may modify this redemption
service at any time or charge a service fee upon prior notice to shareholders.
No service fee is currently contemplated. RBB and PFPC reserve the right to
refuse a telephone redemption if they deem it advisable to do so. Neither the
Funds, their Administrators nor the Distributor will be liable for any loss,
liability, cost or expense for following these procedures or for following
instructions communicated by telephone that it reasonably believes to be
genuine. These procedures are set forth under "How to Purchase Shares--
Exchange Privilege" above.

OTHER INFORMATION ON REDEMPTIONS

The Funds are not responsible for the efficiency of the Federal Wire System or
a shareholder's investment adviser, broker-dealer or bank. The shareholder is
responsible for any charges imposed by the shareholder's bank. To change the
name of the single designated bank account to receive redemptions, it is
necessary to send a written request (with a signature guaranteed by an
Eligible Guarantor Institution) to n/i Family of Mutual Funds, c/o PFPC Inc.,
P. O. Box 8966, Wilmington, Delaware 19899-8966.

INVOLUNTARY REDEMPTION

RBB reserves the right to redeem a shareholder's account in any Fund at any
time the net asset value of the account in such Fund falls below $500 as the
result of a redemption

14
<PAGE>

or an exchange request. Shareholders will be notified in writing that the
value of their account in a Fund is less than $500 and will be allowed 30 days
to make additional investments before the redemption is processed.

PAYMENT OF REDEMPTION PROCEEDS

In all cases, the redemption price is the net asset value per share next
determined after the request for redemption is received in proper form by
PFPC. Payment for Shares redeemed is made by check mailed within seven days
after acceptance by PFPC of the request and any other necessary documents in
proper order. Such payment may be postponed or the right of redemption
suspended as provided by the rules of the SEC. If the Shares to be redeemed
have been recently purchased by check, PFPC may delay mailing a redemption
check, which may be a period of up to 15 days, pending a determination that
the check has cleared.

REDEMPTION IN-KIND

The Funds reserve the right, if conditions exist which make cash payments
undesirable, to honor any request for redemption of a Fund's shares by making
payment in whole or in part in securities chosen by the Fund and valued in the
same way as they would be valued for purposes of computing a Fund's net asset
value. If payment is made in securities, a shareholder may incur transaction
costs in converting these securities into cash after they have redeemed their
shares. The Funds have elected, however, to be governed by Rule 18f-1 under
the 1940 Act, so that a Fund is obligated to redeem its Shares solely in cash
up to the lesser of $250,000 or 1% of its net asset value during any 90-day
period for any one shareholder of a Fund.

AUTOMATIC WITHDRAWAL

Automatic withdrawal permits investors to request withdrawal of a specified
dollar amount (minimum of $25) on either a monthly, quarterly or annual basis
if the investor has a $10,000 minimum account. An application for automatic
withdrawal can be obtained from PFPC. Automatic withdrawal may be ended at any
time by the investor, RBB or PFPC. Purchases of additional shares concurrently
with withdrawals generally are undesirable.

NET ASSET VALUE

The net asset value for each Fund is calculated by adding the value of all its
securities to cash and other assets, deducting its actual and accrued
liabilities and dividing by the total number of Shares outstanding. The net
asset value of the Funds is calculated and securities are valued as of 4:00
p.m. Eastern Time on each Business Day.

Valuation of securities held by the Funds is as follows: securities traded on
a national securities exchange or on the Nasdaq National Market System are
valued at the last reported sale price that day; securities traded on a
national securities exchange or on the Nasdaq National Market System for which
there were no sales on that day and securities traded on other over-the-
counter markets for which market quotations are readily available are valued
at the mean of the bid and asked prices; and securities for which market
quotations are not readily available are valued at fair market value as
determined in good faith by or under the direction of RBB's Board of
Directors. The amortized cost method of valuation may also be used with
respect to debt obligations with sixty days or less remaining to maturity.

With the approval of the Board of Directors, a Fund may use a pricing service,
bank or broker-dealer experienced in such matters to value a Fund's
securities. A more detailed discussion of net asset value and security
valuation is contained in the Statement of Additional Information.

DIVIDENDS AND DISTRIBUTIONS

The Funds will distribute substantially all of their net investment income and
net realized capital gains, if any, to each Fund's shareholders. All
distributions are reinvested in the form of additional full and fractional
Shares of the relevant Fund unless a shareholder elects otherwise.

The Funds expect to declare and pay dividends from net investment income
annually, generally near the end of the year. Net realized capital gains
(including net short-term capital gains), if any, will be distributed at least
annually.

TAXES

The following discussion is only a brief summary of some of the important tax
considerations generally affecting the Funds and their shareholders and is not
intended as a substitute for careful tax planning. Accordingly, investors in
the Funds should consult their tax advisers with specific reference to their
own tax situation.

Each Fund will elect to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended. So long as a
Fund qualifies for this tax treatment, such Fund will be relieved of Federal
income tax on amounts distributed to shareholders, but shareholders, unless
otherwise exempt, will pay income or capital gains taxes on amounts so
distributed (except distributions that are treated as a return of capital)
regardless of whether such distributions are paid in cash or reinvested in
additional Shares.

15
<PAGE>

Distributions out of the "net capital gain" (the excess of net long-term
capital gain over net short-term capital loss), if any, of any Fund will be
taxed to shareholders as long-term capital gain regardless of the length of
time a shareholder has held his Shares, whether such gain was reflected in the
price paid for the Shares. All other distributions, to the extent they are
taxable, are taxed to shareholders as ordinary income.

RBB will send written notices to shareholders annually regarding the tax
status of distributions made by each Fund. Dividends declared in December of
any year payable to shareholders of record on a specified date in such a month
will be deemed to have been received by the shareholders on December 31,
provided such dividends are paid during January of the following year. Each
Fund intends to make sufficient actual or deemed distributions prior to the
end of each calendar year to avoid liability for Federal excise tax.

Investors should be careful to consider the tax implications of buying Shares
just prior to a distribution. The price of shares purchased at that time will
reflect the amount of the forthcoming distribution. Those investors purchasing
just prior to a distribution will nevertheless be taxed on the entire amount
of the distribution received.

Investment strategies which require periodic changes to portfolio holdings
with the expectation of outperforming equity indices are called "active"
strategies. These compare with "passive" or "Index" strategies which hold only
the stocks in the equity indices. Passive strategies trade infrequently--only
as the indices change. Most equity mutual funds pursue active strategies which
have higher turnover than passive strategies. The following describes the
impact of portfolio turnover on returns.

High turnover can adversely affect taxable investors, especially those in
higher marginal tax brackets, in two ways:

First, short term capital gains, which are a by-product of high turnover
investment strategies, are currently taxed at rates comparable to ordinary
income rates. Ordinary income tax rates are higher than long term capital gain
tax rates for middle and upper income taxpayers.

Second, the frequent realization of gains, which causes taxes to be paid
frequently, is less advantageous than infrequent realization of gains.
Infrequent realization of gains allows the payment of taxes to be deferred to
later years, allowing more of the gains to compound before taxes are paid.
Consequently, after-tax compound rates of return will generally be higher for
taxable investors using investment strategies with very low turnover, all else
being equal.

Although tax considerations should not typically drive an investment decision,
investors should consider their ability to allocate tax-deferred (such as IRAs
and 401(k) plans) versus taxable assets when considering where to invest. All
else being equal, investors will earn better returns investing tax-deferred
assets in active strategies, while using lower turnover passive strategies for
taxable investments.

Shareholders who exchange Shares representing interests in one Fund for Shares
representing interests in another Fund will generally recognize a capital gain
or loss for Federal income tax purposes.

Shareholders who are nonresident alien individuals, foreign trusts or estates,
foreign corporations or foreign partnerships may be subject to different U.S.
Federal income tax treatment.

An investment in any one Fund is not intended to constitute a balanced
investment program.

DESCRIPTION OF SHARES

RBB has authorized capital of thirty billion shares of Common Stock, $.001 par
value per share, of which 13.47 billion shares are currently classified into
77 different classes of Common Stock (see "Description of Shares" in the
Statement of Additional Information).

Exchanges between the n/i Family of Mutual Funds and other Families of RBB are
not permitted.

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED
HEREIN RELATE PRIMARILY TO THE n/i FAMILY CLASSES AND DESCRIBE ONLY THE
INVESTMENT OBJECTIVE AND POLICIES, OPERATIONS, CONTRACTS AND OTHER MATTERS
RELATING TO THE n/i FAMILY CLASSES.

Each share that represents an interest in a Fund has an equal proportionate
interest in the assets belonging to such Fund with each other share that
represents an interest in such Fund, even where a share has a different class
designation than another share representing an interest in that Fund. Shares
of RBB do not have preemptive or conversion rights. When issued for payment as
described in this Prospectus, shares of RBB will be fully paid and non-
assessable.

RBB currently does not intend to hold annual meetings of shareholders except
as required by the 1940 Act or other applicable law. The law under certain
circumstances provides shareholders with the right to call for a meeting of
shareholders to consider the removal of one or more directors. To the extent
required by law, RBB will assist in shareholder communication in such matters.

16
<PAGE>

Holders of shares of each of the Funds will vote in the aggregate and not by
class on all matters, except where otherwise required by law. Further,
shareholders of all investment portfolios of RBB will vote in the aggregate
and not by portfolio except as otherwise required by law or when the Board of
Directors determines that the matter to be voted upon affects only the
interests of the shareholders of a particular investment portfolio. (See the
Statement of Additional Information under "Additional Information Concerning
Fund Shares" for examples when the 1940 Act requires voting by investment
portfolio or by class.) Shareholders of RBB are entitled to one vote for each
full share held (irrespective of class or portfolio) and fractional votes for
fractional shares held. Voting rights are not cumulative and, accordingly, the
holders of more than 50% of the aggregate shares of Common Stock of RBB may
elect all of the directors.

As of November 6, 1996, to RBB's knowledge, no person held of record or
beneficially 25% or more of the outstanding shares of all classes of RBB.

OTHER INFORMATION

REPORTS AND INQUIRIES

Shareholders will receive unaudited semi-annual reports describing the Funds'
investment operations and annual financial statements audited by independent
accountants. Shareholder inquiries should be addressed to PFPC, Bellevue Park
Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware 19809, toll-free
(800) 348-5031 (in Delaware call collect (302) 791-3486).

HISTORICAL PERFORMANCE INFORMATION

The table below presents the composite performance history of certain accounts
managed by Numeric on an annualized basis for the period ended September 30,
1996. The composite performance presented is comprised of institutional
accounts and other privately managed accounts with investment objectives,
policies and strategies substantially similar to those of the Fund, although
the accounts have significantly longer operating histories than the Fund. The
composite performance information includes the reinvestment of dividends
received in the underlying securities and is net of investment advisory fees.
The privately managed accounts in the composite performance are only available
to the Numeric's institutional advisory clients. These accounts have lower
investment advisory fees than the advisory fees paid by the Fund. The Funds'
advisory fees before waivers are currently .75% per annum and the
institutional accounts' advisory fees range from .59% to .75% per annum and
.71% to .75% per annum for the Growth and Growth & Value accounts,
respectively. In addition, the past performance of the funds and accounts
which comprise the composite performance is not indicative of the future
performance of the Fund. These private accounts are not subject to the same
investment limitations, diversification requirements and other restrictions
which are imposed upon mutual funds under the Investment Company Act of 1940
and the Internal Revenue Code, which, if imposed, may have adversely affected
the performance results of the composites. Listed below the performance
history for the composite is a comparative index comprised of securities
similar to those in which accounts contained in the composite performance are
invested.

AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
THREE YEAR FIVE YEAR
ONE YEAR ANNUALIZED ANNUALIZED
-------- ---------- ----------
<S> <C> <C> <C>
Growth Accounts*................................. 26.36% 21.29% 27.63%
Russell 2500 Growth.............................. 16.03% 15.54% 14.66%
</TABLE>
- --------
* Numeric commenced managing these accounts on October 1, 1991.

AVERAGE ANNUAL TOTAL RETURN

<TABLE>
<CAPTION>
SINCE
INCEPTION
ONE YEAR ANNUALIZED
-------- ----------
<S> <C> <C>
Growth & Value Accounts**................................... 22.50% 28.63%
Standard & Poor's MidCap 400................................ 14.00% 20.83%
</TABLE>
- --------

** Numeric commenced managing these accounts on July 1, 1994.

FUTURE PERFORMANCE INFORMATION

From time to time, the Funds may advertise their performance, including
comparisons to other mutual funds with similar investment objectives and to
stock or other relevant indices. All such advertisements will show the average
annual total return over one, five and ten year periods or, if such periods
have not yet elapsed, shorter periods corresponding to the life of such Funds.
Such total return quotations will be computed by finding the compounded
average annual total return for each time period that would equate the assumed
initial investment of $1,000 to the ending redeemable value, net of fees,
according to a required standardized calculation. The standard calculation is
required by the SEC to provide consistency and comparability in investment
company advertising. The Funds may also from time to time include in such
advertising an aggregate total return figure or a total return figure that is
not calculated according to the standardized formula in order to compare more
accurately a Fund's performance with other measures of investment return. For
example, a Fund's total return may be compared with data published by Lipper
Analytical Services, Inc., CDA Investment Technologies, Inc. or Weisenberger
Investment Company Service, or with the performance of

17
<PAGE>

the Standard & Poor's 500 Stock Index or the Dow Jones Industrial Average, as
well as the benchmarks described in the Appendix to this Prospectus.
Performance information may also include evaluation of the Funds by nationally
recognized ranking services and information as reported in financial
publications such as Barron's, Business Week, Forbes, Fortune, Money Magazine,
Mutual Fund Magazine, The New York Times, The Wall Street Journal, or other
national, regional or local publications. All advertisements containing
performance data will include a legend disclosing that such performance data
represents past performance and that the investment return and principal value
of an investment will fluctuate so that an investor's Shares, when redeemed,
may be worth more or less than their original cost.

18
<PAGE>

APPENDIX A

PERFORMANCE BENCHMARKS

<TABLE>
<CAPTION>
n/i Performance
Fund Benchmark Description
- -------------------------------------------------------------------------------
<C> <C> <S>
Micro Cap Russell 2000 The Russell 2000 is an index of stock 1001 through
Growth Index 3000 in the Russell 3000 index as ranked by total
market capitalization. This index is segmented into
growth and value categories. The Russell 2000 Growth
Index contains stocks from the Russell 2000 with
greater-than-average growth orientation. Companies
in this index generally have higher price-to-book
and price/earnings ratios.
- -------------------------------------------------------------------------------
Growth Russell 2500 The Russell 2500 is an index of stock 501 through
Growth Index 3000 in the Russell 3000 Index, as ranked by total
market capitalization. This index is segmented into
growth and value categories. The Russell 2500 Growth
Index contains stocks from the Russell 2500 with
greater-than-average growth orientation. Companies
in this index generally have higher price-to-book
and price/earnings ratios.
- -------------------------------------------------------------------------------
Growth S&P MidCap 400 A broad-based index of 400 companies with market
& Value Index capitalizations from $50 million to $10 billion. The
Standard & Poor's MidCap 400 Index is a widely
accepted, unmanaged index of overall mid-cap stock
market performance.
- -------------------------------------------------------------------------------
</TABLE>

App. A-1
<PAGE>

n/i family of mutual funds

1-800-numeric [686-3742]

http://www.numeric.com

<TABLE>
<S> <C>
INVESTMENT ADVISER CUSTODIAN

Numeric Investors L.P. Custodial Trust Company
One Memorial Drive 101 Carnegie Center
Cambridge, MA 02142 Princeton, NJ 05840

CO-ADMINISTRATORS TRANSFER AGENT

Bear Stearns Funds Management Inc. PFPC Inc.
245 Park Avenue, 15th floor Bellevue Corporate Center
New York, NY 10167 400 Bellevue Parkway
Wilmington, DE 19809
PFPC Inc.
Bellevue Corporate Center
400 Bellevue Parkway INDEPENDENT ACCOUNTANTS
Wilmington, DE 19809
Coopers & Lybrand, L.L.P.
2400 Eleven Penn Center
DISTRIBUTOR Philadelphia, PA 19103

Counsellors Securities Inc.
466 Lexington Avenue COUNSEL
New York, NY 10017
Ballard Spahr Andrews & Ingersoll
1735 Market Street
</TABLE> Philadelphia, PA 19103

<PAGE>

n/i MICRO CAP FUND

n/i GROWTH FUND

n/i GROWTH & VALUE FUND

(Investment Portfolios of The RBB Fund, Inc.)

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information provides supplementary information
pertaining to shares of the classes (the "Shares") representing interests in the
n/i Micro Cap Fund (the "Micro Cap Fund"), the n/i Growth Fund (the "Growth
Fund") and the n/i Growth & Value Fund (the "Growth & Value Fund")
(collectively, the "Funds") of The RBB Fund, Inc. ("RBB"). This Statement of
Additional Information is not a prospectus, and should be read only in
conjunction with the n/i Family Prospectus dated December 16, 1996 (the
"Prospectus"). A copy of the Prospectus may be obtained from Numeric by calling
toll-free (800) NUMERIC [(800) 686-3742]. This Statement of Additional
Information is dated December 16, 1996.

CONTENTS
<TABLE>
<CAPTION>

Prospectus
Page Page
---- ----------
<S> <C> <C>

General......................................................... 2 1
Investment Objectives and Policies.............................. 2 6
Directors and Officers.......................................... 11 N/A
Investment Advisory, Distribution and Servicing Arrangements.... 13 10
Fund Transactions............................................... 16 11
Purchase and Redemption Information............................. 17 12
Valuation of Shares............................................. 17 15
Performance Information......................................... 18 17
Taxes........................................................... 20 15
Description of Shares........................................... 22 16
Additional Information Concerning Fund Shares................... 23 N/A
Miscellaneous................................................... 24 N/A
Financial Statements............................................ F-1 N/A
Appendix A...................................................... N/A A-1

</TABLE>

No person has been authorized to give any information or to make any
representations not contained in this Statement of Additional Information in
connection with the offering made by the Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorized
by RBB or its distributor. The Statement of Additional Information does not
constitute an offering by RBB or by the distributor in any jurisdiction in which
such offering may not lawfully be made.

<PAGE>

GENERAL

RBB is an open-end management investment company currently operating or
proposing to operate nineteen separate investment portfolios. RBB is an open-
end investment company registered under the Investment Company Act of 1940 (the
"1940 Act") and was organized as a Maryland corporation on February 29, 1988.
This Statement of Additional Information pertains to Shares representing
interests in the Funds offered by the Prospectus dated December 16, 1996.

Capitalized terms used herein and not otherwise defined have the same
meanings as are given to them in the Prospectus.

INVESTMENT OBJECTIVES AND POLICIES

The following supplements the information contained in the Prospectus
concerning the investment objectives and policies of the Funds.

Futures Contracts. When a Fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When a
Fund sells a futures contract, it agrees to sell the underlying instrument at a
specified future date. The price at which the purchase and sale will take place
is fixed when a Fund enters into the contract. The underlying instrument may be
a specified type of security, such as U.S. Treasury bonds or notes.

The majority of futures contracts are closed out by entering into an
offsetting purchase or sale transaction in the same contract on the exchange
where they are traded, rather than being held for the life of the contract.
Futures contracts are closed out at their current prices, which may result in a
gain or loss.

If a Fund holds a futures contract until the delivery date, it will be
required to complete the purchase and sale contemplated by the contract. In the
case of futures contracts on securities, the purchaser generally must deliver
the agreed-upon purchase price in cash, and the seller must deliver securities
that meet the specified characteristics of the contract.

A Fund may purchase futures contracts as an alternative to purchasing
actual securities. For example, if a Fund intended to purchase bonds but had
not yet done so, it could purchase a futures contract in order to lock in
current bond prices while deciding on particular investments. This strategy is
sometimes known as an anticipatory hedge. Alternatively, a Fund could purchase
a futures contract if it had cash and short-term securities on hand that it
wished to invest in longer-term securities, but at the same time that Fund
wished to maintain a highly liquid position in order to be prepared to meet
redemption requests or other obligations. In these strategies a Fund would use
futures contracts to attempt to achieve an overall return -- whether positive or
negative -- similar to the return from longer-term securities, while taking
advantage of potentially greater liquidity that futures contracts may offer.
Although the Funds would hold cash and liquid debt securities in a segregated
account with a value sufficient to cover their open futures obligations, the
segregated assets would be available to the Funds immediately upon closing out
the futures position, while settlement of securities transactions can take
several days. However, because a Fund's cash that would otherwise have been
invested in higher-yielding bonds would be held uninvested or invested in short-
term securities so long as the futures position remains open, the Fund's return
would involve a smaller amount of interest income and potentially a greater
amount of capital gain or loss.

2
<PAGE>

The Funds may sell futures contracts to hedge their other investments
against changes in value, or as an alternative to sales of securities. For
example, if the investment adviser anticipated a decline in bond prices, but did
not wish to sell bonds owned by a Fund, it could sell a futures contract in
order to lock in a current sale price. If prices subsequently fell, the future
contract's value would be expected to rise and offset all or a portion of the
loss in the bonds that the Fund had hedged. Of course, if prices subsequently
rose, the futures contract's value could be expected to fall and offset all or a
portion of the benefit of the Fund. In this type of strategy, a Fund's return
will tend to involve a larger component of interest income, because the Fund
will remain invested in longer-term securities rather than selling them and
investing the proceeds in short-term securities which generally provide lower
yields.

Futures margin payments. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the contract
is held until the delivery date. However, both the purchaser and seller are
required to deposit "initial margin" with a futures broker (known as a futures
commission merchant, or FCM), when the contract is entered into. Initial margin
deposits are equal to a percentage of the contract's value, as set by the
exchange where the contract is traded, and may be maintained in cash or high
quality liquid securities. If the value of either party's position declines,
that party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may be
entitled to receive all or a portion of this amount. Initial and variation
margin payments are similar to good faith deposits or performance bonds, unlike
margin extended by a securities broker, and initial and variation margin
payments do not constitute purchasing securities on margin for purposes of a
Fund's investment limitations. In the event of the bankruptcy of an FCM that
holds margin on behalf of a Fund, that Fund may be entitled to a return of
margin owed to it only in proportion to the amount received by the FCM's other
customers. The investment adviser will attempt to minimize this risk by careful
monitoring of the creditworthiness of the FCMs with which a Fund does business.

Correlation of price changes. The prices of futures contracts depend
primarily on the value of their underlying instruments. Because there are a
limited number of types of futures contracts, it is likely that the standardized
futures contracts available to a Fund will not match that Fund's current or
anticipated investments. Futures prices can also diverge from the prices of
their underlying instruments, even if the underlying instruments match a Fund's
investments well. Futures prices are affected by such factors as current and
anticipated short-term interest rates, changes in volatility of the underlying
instrument, and the time remaining until expiration of the contract, which may
not affect security prices the same way. Imperfect correlation between a Fund's
investments and its futures positions may also result from differing levels of
demand in the futures markets and the securities markets, from structural
differences in how futures and securities are traded, or from imposition of
daily price fluctuation limits for futures contracts. The Funds may purchase or
sell futures contracts with a greater or lesser value than the securities they
wish to hedge or intend to purchase in order to attempt to compensate for
differences in historical volatility between the futures contract and the
securities, although this may not be successful in all cases. If price changes
in a Fund's futures positions are poorly correlated with its other investments,
its futures positions may fail to produce anticipated gains or result in losses
that are not offset by the gains in the Fund's other investments.

Liquidity of futures contracts. Because futures contracts are generally
settled within a day from the date they are closed out, compared with a
settlement period of seven days for some types of securities, the futures
markets can provide liquidity superior to the securities markets in many cases.
Nevertheless, there is no assurance a liquid secondary market will exist for any
particular futures contract at any particular time. In addition, futures
exchanges may establish daily price fluctuation limits for futures contracts,
and may halt trading if a contract's price moves upward or downward more than
the limit in a given day. On volatile trading days when the price fluctuation
limit is reached, it may be impossible for a Fund to enter into new positions or
close out existing positions. If the secondary market for a futures contract is
not liquid because of price fluctuation limits or otherwise, it would prevent
prompt liquidation of unfavorable futures positions, and

3
<PAGE>

potentially could require a Fund to continue to hold a futures position until
the delivery date regardless of changes in its value. As a result, a Fund's
access to other assets held to cover its futures positions could also be
impaired.

Purchasing Put Options. By purchasing a put option, a Fund obtains the
right (but not the obligation) to sell the option's underlying instrument at a
fixed strike price. The option may give a Fund the right to sell only on the
option's expiration date, or may be exercisable at any time up to and including
that date. In return for this right, a Fund pays the current market price for
the option (known as the option premium). The option's underlying instrument
may be a security, or a futures contract.

A Fund may terminate its position in a put option it has purchased by
allowing it to expire or by exercising the option. If the option is allowed to
expire, the Fund will lose the entire premium it paid. If the Fund exercises
the option, it completes the sale of the underlying instrument at the strike
price. If a Fund exercises a put option on a futures contract, it assumes a
seller's position in the underlying futures contract. Purchasing an option on a
futures contract does not require a Fund to make futures margin payments unless
it exercises the option. A Fund may also terminate a put option position by
closing it out in the secondary market at its current price, if a liquid
secondary market exists.

Put options may be used by a Fund to hedge securities it owns, in a manner
similar to selling futures contracts, by locking in a minimum price at which the
Fund can sell. If security prices fall, the value of the put option would be
expected to rise and offset all or a portion of the Fund's resulting losses.
The put thus acts as a hedge against a fall in the price of such securities.
However, all other things being equal (including securities prices) option
premiums tend to decrease over time as the expiration date nears. Therefore,
because of the cost of the option in the form of the premium (and transaction
costs), a Fund would expect to suffer a loss in the put option if prices do not
decline sufficiently to offset the deterioration in the value of the option
premium. This potential loss represents the cost of the hedge against a fall in
prices. At the same time, because the maximum a Fund has at risk is the cost of
the option, purchasing put options does not eliminate the potential for a Fund
to profit from an increase in the value of the securities hedged to the same
extent as selling a futures contract.

Purchasing Call Options. The features of call options are essentially the
same as those of put options, except that the purchaser of a call option obtains
the right to purchase, rather than sell, the underlying instrument at the
option's strike price (call options on futures contracts are settled by
purchasing the underlying futures contract). By purchasing a call option, a
Fund would attempt to participate in potential price increases of the underlying
instrument, with results similar to those obtainable from purchasing a futures
contract, but with risk limited to the cost of the option if security prices
fell. At the same time, a Fund can expect to suffer a loss if security prices
do not rise sufficiently to offset the cost of the option.

The Funds will purchase call options only in connection with "closing
purchase transactions." A Fund may terminate its position in a call option by
entering into a closing purchase transaction. A closing purchase transaction is
the purchase of a call option on the same security with the same exercise price
and call period as the option previously written by a Fund. If a Fund is unable
to enter into a closing purchase transaction, the Fund may be required to hold a
security that it might otherwise have sold to protect against depreciation.

Writing Put Options. When a Fund writes a put option, it takes the
opposite side of the transaction from the option's purchaser. In return for
receipt of the premium, a Fund assumes the obligation to pay the strike price
for the option's underlying instrument if the other party to the option chooses
to exercise it. When writing an option on a futures contract a Fund will be
required to make margin payments to an FCM as described above for futures
contracts. A Fund may seek to terminate its position in a put option it writes
before

4
<PAGE>

exercise by closing out the option in the secondary market at its current price.
If the secondary market is not liquid for an option a Fund has written, however,
the Fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.

A Fund may write put options as an alternative to purchasing actual
securities. If security prices rise, the Fund would expect to profit from a
written put option, although its gain would be limited to the amount of the
premium it received. If security prices remain the same over time, it is likely
that the Fund will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the Fund would expect to
suffer a loss. This loss should be less than the loss the Fund would have
experienced from purchasing the underlying instrument directly, however, because
the premium received for writing the option should mitigate the effects of the
decline. As with other futures and options strategies used as alternatives for
purchasing securities, a Fund's return from writing put options generally will
involve a smaller amount of interest income than purchasing longer-term
securities directly, because a Fund's cash will be invested in shorter-term
securities which usually offer lower yields.

Writing Call Options. Writing a call option obligates a Fund to sell or
deliver the option's underlying instrument, in return for the strike price, upon
exercise of the option. The characteristics of writing call options are similar
to those of writing put options, as described above, except that writing covered
call options generally is a profitable strategy if prices remain the same or
fall. Through receipt of the option premium, a Fund would seek to mitigate the
effects of a price decline. At the same time, because a Fund would have to be
prepared to deliver the underlying instrument in return for the strike price,
even if its current value is greater, the Fund would give up some ability to
participate in security price increases when writing call options.

Combined Option Positions. A Fund may purchase and write options in
combination with each other to adjust the risk and return characteristics of the
overall position. For example, a Fund may purchase a put option and write a
call option on the same underlying instrument, in order to construct a combined
position whose risk and return characteristics are similar to selling a futures
contract. Another possible combined position would involve writing a call
option at one strike price and buying a call option at a lower price, in order
to reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open and
close out.

Risks of Options Transactions. Options are subject to risks similar to
those described above with respect to futures contracts, including the risk of
imperfect correlation between the option and a Fund's other investments and the
risk that there might not be a liquid secondary market for the option. In the
case of options on futures contracts, there is also a risk of imperfect
correlation between the option and the underlying futures contract. Options are
also subject to the risks of an illiquid secondary market, particularly in
strategies involving writing options, which a Fund cannot terminate by exercise.
In general, options whose strike prices are close to their underlying
instruments' current value will have the highest trading volume, while options
whose strike prices are further away may be less liquid. The liquidity of
options may also be affected if options exchanges impose trading halts,
particularly when markets are volatile.

Asset Coverage for Futures and Options Positions. A Fund will not use
leverage in its options and futures strategies. A Fund will hold securities or
other options or futures positions whose values are expected to offset its
obligations under the hedge strategies. A Fund will not enter into an option or
futures position that exposes the Fund to an obligation to another party unless
it owns either (i) an offsetting position in securities or other options or
futures contracts or (ii) cash, receivables and short-term debt securities with
a value sufficient to cover its potential obligations. A Fund will comply with
guidelines established by the SEC

5
<PAGE>

with respect to coverage of options and futures strategies by mutual funds, and
if the guidelines so require will set aside cash and high grade liquid debt
securities in a segregated account with its custodian bank in the amount
prescribed. Securities held in a segregated account cannot be sold while the
futures or option strategy is outstanding, unless they are replaced with similar
securities. As a result, there is a possibility that segregation of a large
percentage of a Fund's assets could impede portfolio management or the Fund's
ability to meet redemption requests or other current obligations.

Limitations on Futures and Options Transactions. RBB, on behalf of the
Funds, has filed a notice of eligibility for exclusion from the definition of
the term "commodity pool operator" with the Commodity Futures Trading Commission
("CFTC") and the National Futures Association, which regulate trading in the
futures markets. Pursuant to Section 4.5 of the regulations under the Commodity
Exchange Act, the Funds will not enter into any commodity futures contract or
option on a commodity futures contract for non-hedging purposes if, as a result,
the sum of initial margin deposits on commodity futures contracts and related
commodity options and premiums paid for options on commodity futures contracts
the Funds have purchased would exceed 5% of a Fund's net assets after taking
into account unrealized profits and losses on such contracts.

The Funds' limitations on investments in futures contracts and their
policies regarding futures contracts and the limitations on investments in
options and its policies regarding options discussed above in this Statement of
Additional Information, are not fundamental policies and may be changed as
regulatory agencies permit. The Funds will not modify the above limitations to
increase its permissible futures and options activities without supplying
additional information in a current Prospectus or Statement of Additional
Information that has been distributed or made available to the Funds'
shareholders.

Short Sales "Against the Box." In a short sale, a Fund sells a borrowed
security and has a corresponding obligation to the lender to return the
identical security. A Fund may engage in short sales if at the time of the
short sale it owns or has the right to obtain, at no additional cost, an equal
amount of the security being sold short. This investment technique is known as
a short sale "against the box." In a short sale, a seller does not immediately
deliver the securities sold and is said to have a short position in those
securities until delivery occurs. If a Fund engages in a short sale, the
collateral for the short position will be maintained by the Fund's custodian or
a qualified sub-custodian. While the short sale is open, the Fund will maintain
in a segregated account an amount of securities equal in kind and amount to the
securities sold short or securities convertible into or exchangeable for such
equivalent securities. These securities constitute a Fund's long position. The
Funds will not engage in short sales against the box for speculative purposes.
A Fund may, however, make a short sale as a hedge, when it believes that the
price of a security may decline, causing a decline in the value of a security
owned by the Fund (or a security convertible or exchangeable for such security),
or when the Fund wants to sell the security at an attractive current price, but
also wishes to defer recognition of gain or loss for federal income tax purposes
and for purposes of satisfying certain tests applicable to regulated investment
companies under the Internal Revenue Code. In such case, any future losses in a
Fund's long position should be reduced by a gain in the short position.
Conversely, any gain in the long position should be reduced by a loss in the
short position. The extent to which such gains or losses are reduced will
depend upon the amount of the security sold short relative to the amount a Fund
owns. There will be certain additional transaction costs associated with short
sales against the box, but the Funds will endeavor to offset these costs with
the income from the investment of the cash proceeds of short sales.

Section 4(2) Paper. "Section 4(2) paper" is commercial paper which is
issued in reliance on the "private placement" exemption from registration which
is afforded by Section 4(2) of the Securities Act of 1933. Section 4(2) paper
is restricted as to disposition under the Federal securities laws and is
generally sold to institutional investors such as the Funds which agree that
they are purchasing the paper for investment and not with a view to public
distribution. Any resale by the purchaser must be in an exempt transaction.
Section 4(2) paper normally is resold to other institutional investors through
or with the assistance of investment dealers who make a market in the Section
4(2)

6
<PAGE>

paper, thereby providing liquidity. See "Illiquid Securities" below.

Rights Offerings and Purchase Warrants. Rights offerings and purchase
warrants are privileges issued by a corporation which enable the owner to
subscribe to and purchase a specified number of shares of the corporation at a
specified price during a specified period of time. Subscription rights normally
have a short lifespan to expiration. The purchase of rights or warrants
involves the risk that a Fund could lose the purchase value of a right or
warrant if the right to subscribe to additional shares is not executed prior to
the rights and warrants expiration. Also, the purchase of rights and/or
warrants involves the risk that the effective price paid for the right and/or
warrant added to the subscription price of the related security may exceed the
value of the subscribed security's market price such as when there is no
movement in the level of the underlying security. The investment in warrants,
valued at the lower of cost or market, may not exceed 5.0% of the value of a
Fund's net assets. Included within that amount, but not to exceed 2.0% of the
value of a fund's net assets, may be warrants which are not listed on the New
York or American Stock Exchange. Warrants acquired by a Fund in units or
attached to securities may be deemed to be without value.

Illiquid Securities. A Fund may not invest more than 15% of its net assets
in illiquid securities, including repurchase agreements which have a maturity of
longer than seven days and securities that are illiquid by virtue of the absence
of a readily available market or legal or contractual restrictions on resale.
Securities that have legal or contractual restrictions on resale but have a
readily available market are not considered illiquid for purposes of this
limitation. The Funds' investment adviser will monitor the liquidity of such
restricted securities under the supervision of the Board of Directors.
Repurchase agreements subject to demand are deemed to have a maturity equal to
the notice period.

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, as amended (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 placements or
restricted securities and are purchased directly from the issuer or in the
secondary market. The Board has adopted a policy that the Funds will not
purchase private placements (i.e. restricted securities other than Rule 144A
Securities). 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 mutual fund might be
unable to dispose of restricted or other illiquid securities promptly or at
reasonable prices and might thereby experience difficulty satisfying redemptions
within seven days. A mutual fund might also have to register such restricted
securities in order to dispose of 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 be indicative of the liquidity of such
investments.

The SEC adopted Rule 144A which allows for a broader institutional trading
market for securities otherwise subject to restriction on resale to the general
public. Rule 144A establishes a "safe harbor" from the registration
requirements of the Securities Act for resales of certain securities to
qualified institutional buyers. The investment adviser anticipates that the
market for certain restricted securities such as institutional commercial paper
will expand further as a result of this relatively new regulation and the
development of

7
<PAGE>

automated systems for the trading, clearance and settlement of unregistered
securities of domestic and foreign issuers, such as the PORTAL System sponsored
by the NASD.

The Adviser will monitor the liquidity of restricted securities in the
Funds under the supervision of the Board of Directors. In reaching liquidity
decisions, the Adviser may consider, inter alia, the following factors: (1) the
unregistered nature of the security; (2) the frequency of trades and quotes for
the security; (3) the number of dealers wishing to purchase or sell the security
and the number of other potential purchasers; (4) dealer undertakings to make a
market in the security and (5) the nature of the security and the nature of the
marketplace trades (e.g., the time needed to dispose of the security, the method
of soliciting offers and the mechanics of the transfer).

Depositary Receipts. The Funds' assets may be invested in the securities
of foreign issues in the form of American Depositary Receipts ("ADRs"), European
Depositary Receipts ("EDRs") or Global Depositary Receipts ("GDRs"). These
securities may not necessarily be denominated in the same currency as the
securities into which they may be converted. ADRs and EDRs are receipts
typically issued by a United States or European bank or trust company which
evidence ownership of underlying securities issued by a foreign corporation.
GDRs are depositary receipts structured like global debt issues to facilitate
international trading. The Funds may invest in ADRs, EDRs and GDRs through
"sponsored" or "unsponsored" facilities. A sponsored facility is established
jointly by the issuer of the underlying security and a depositary, whereas a
depositary may establish an unsponsored facility without participating by the
issuer of the deposited security. Holders of unsponsored depositary receipts
generally bear all the costs of such facilities and the depositary of an
unsponsored facility frequently is under no obligation to distribute shareholder
communications received from the issuer of the deposited security or to pass
through voting rights to the holders of such receipts in respect of the
deposited securities.

Investment Company Securities. The Funds may invest in securities issued
by other investment companies. Under the 1940 Act, the Funds' investments in
such securities currently are limited to, subject to certain exceptions, (i) 3%
of the total voting stock of any one investment company, (ii) 5% of a Fund's net
assets with respect to any one investment company and (iii) 10% of a Fund's net
assets in the aggregate. Investments in the securities of other investment
companies will involve duplication of advisory fees and certain other expenses.
The Funds presently intend to invest in other investment companies only as
investment vehicles for short-term cash. The Funds will only invest in
securities of other investment companies which are purchased on the open market
with no commission or profit to a sponsor or dealer, other than the customary
brokers commission, or when the purchase is part of a plan of merger,
consolidation, reorganization or acquisition.

Convertible Securities. The Funds may invest in convertible securities,
such as convertible debentures, bonds and preferred stock, primarily for their
equity characteristics. Convertible securities may be converted into common
stock at a specified share price or ratio. Because the price of the common
stock may fluctuate above or below the specified price or ratio, a Fund may have
the opportunity to purchase the common stock at below market price. On the
other hand, fluctuations in the price of the common stock could render the right
of conversion worthless.

Repurchase Agreements. The repurchase price under repurchase agreements
generally equals the price paid by the Fund involved plus interest negotiated on
the basis of current short-term rates (which may be more or less than the rate
on the securities underlying the repurchase agreement). Securities subject to
repurchase agreements will be held by RBB's custodian in the Federal
Reserve/Treasury book-entry system or by another authorized securities
depository. Repurchase agreements are considered to be loans by the Fund
involved under the 1940 Act.

8
<PAGE>

Reverse Repurchase Agreements. Reverse repurchase agreements involve the
sale of securities held by a Fund pursuant to the Fund's agreement to repurchase
the securities at an agreed upon price, date and rate of interest. Such
agreements are considered to be borrowings under the Investment Company Act of
1940, as amended (the "1940 Act"), and may be entered into only for temporary or
emergency purposes. While reverse repurchase transactions are outstanding, a
Fund will maintain in a segregated account with its custodian or a qualified
sub-custodian, cash, U.S. Government securities or other liquid, high-grade debt
securities of an amount at least equal to the market value of the securities,
plus accrued interest, subject to the agreement and will monitor the account to
ensure that such value is maintained. Reverse repurchase agreements involve the
risk that the market value of the securities sold by a Fund may decline below
the price of the securities the Fund is obligated to Repurchase.

U.S. Government Obligations. Examples of types of U.S. Government
obligations include U.S. Treasury Bills, Treasury Notes and Treasury Bonds and
the obligations of Federal Home Loan Banks, Federal Farm Credit Banks, Federal
Land Banks, the Federal Housing Administration, Farmers Home Administration,
Export-Import Bank of the United States, Small Business Administration, Federal
National Mortgage Association, Government National Mortgage Association, General
Services Administration, Student Loan Marketing Association, Federal Home Loan
Mortgage Corporation, Federal Intermediate Credit Banks, and the Maritime
Administration.

When-Issued Securities and Forward Commitments. Each Fund may purchase
securities on a "when-issued" basis and may purchase or sell securities on a
"forward commitment" basis. These transactions involve a commitment by a Fund
to purchase or sell particular securities with payment and delivery taking place
at a future date (perhaps one or two months later), and permit a Fund to lock-in
a price or yield on a security it owns or intends to purchase, regardless of
future changes in interest rates. When-issued and forward commitment
transactions involve the risk, however, that the price or yield obtained in a
transaction may be less favorable that the price or yield available in the
market when the securities delivery takes place. A Fund's when-issued purchases
and forward commitments are not expected to exceed 25% of the value of its total
assets absent unusual market conditions. Each Fund does not intend to engage in
when-issued purchases and forward commitments for speculative purposes but only
in furtherance of their investment objectives.

Investment Limitations

The Funds have adopted the following fundamental investment limitations
which may not be changed without the affirmative vote of the holders of a
majority of the Funds' outstanding shares (as defined in Section 2(a)(42) of the
Investment Company Act). The Funds may not:

1. Purchase securities of any one issuer, other than securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities, if
immediately after and as a result of such purchase more than 5% of a Fund's
total assets would be invested in the securities of such issuer, or more than
10% of the outstanding voting securities of such issuer would be owned by a
Fund, except that up to 25% of the value of a Fund's assets may be invested
without regard to such limitation.

2. Borrow money, except to the extent permitted under the 1940 Act or
mortgage, pledge or hypothecate any of their respective assets in connection
with any such borrowing except in amounts not in excess of 125% of the dollar
amounts borrowed. The 1940 Act permits an investment company to borrow in an
amount up to 33 1/3% of the value of such company's total assets. For purposes
of this Investment Restriction, the entry into options, forward contracts,
futures contracts, including those relating to indexes, and options on futures
contracts or indexes shall not constitute borrowing.

9
<PAGE>

3. Purchase any securities which would cause, at the time of purchase,
25% or more of the value of the total assets of a Fund to be invested in the
obligations of issuers in any industry, provided that there is no limitation
with respect to investments in U.S. Government obligations.

4. Make loans, except that a Fund may purchase or hold debt obligations
in accordance with its investment objective, policies and limitations, may enter
into repurchase agreements for securities, and may lend portfolio securities
against collateral consisting of cash or securities which are consistent with
the Fund's permitted investments, which is equal at all times to at least 100%
of the value of the securities loaned. There is no investment restriction on the
amount of securities that may be loaned, except that payments received on such
loans, including amounts received during the loan on account of interest on the
securities loaned, may not (together with all non-qualifying income) exceed 10%
of a Fund's annual gross income (without offset for realized capital gains)
unless, in the opinion of counsel to RBB, such amounts are qualifying income
under Federal income tax provisions applicable to regulated investment
companies.

5. Purchase securities on margin, except for short-term credit necessary
for clearance of portfolio transactions, and except that the Fund may establish
margin accounts in connection with its use of options, forward contracts,
futures contracts, including those relating to indexes, and options on futures
contracts or indexes.

6. Underwrite securities of other issuers, except to the extent that, in
connection with the disposition of portfolio securities, a Fund may be deemed an
underwriter under Federal securities laws.

7. Purchase or sell real estate or real estate limited partnership
interests, provided that a Fund may invest in securities secured by real estate
or interests therein or issued by companies which invest in real estate or
interests therein or in real estate investment trusts.

8. Purchase or sell commodities or commodity contracts, except that a
Fund may purchase and sell options, forward contracts, futures contracts,
including those relating to indexes, and options on futures contracts or
indexes.

9. Invest in oil, gas or mineral-related exploration or development
programs or leases.

10. Purchase any securities issued by any other investment company, except
to the extent permitted by the 1940 Act and except in connection with the
merger, consolidation or acquisition of all the securities or assets of such an
issuer.

11. Make investments for the purpose of exercising control or management,
but each Fund will vote those securities it owns in its portfolio as a
shareholder in accordance with its views.

12. Issue any senior security, as defined in section 18(f) of the 1940
Act, except to the extent permitted by the 1940 Act.

13. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings as described in Limitation 1 above and
to the extent related to the purchase of securities on a when-issued or forward
commitment basis and the deposit of assets in escrow in connection with writing
covered put and call options and collateral and initial or variation margin
arrangements with respect to options, forward contracts, futures contracts,
including those relating to indexes, and options on futures contracts or
indexes.

If a percentage restriction is adhered to at the time of investment, a
later change in percentage resulting from a change in values or assets will not
constitute a violation of such restriction (except that, with

10
<PAGE>

respect to borrowings, if asset coverage falls below 300%, a Fund will reduce
its borrowings to restore asset coverage to 300% within three business days, in
accordance with the requirements of the 1940 Act).

DIRECTORS AND OFFICERS

The directors and executive officers of RBB, their business addresses, ages
and principal occupations during the past five years are:

<TABLE>
<CAPTION>
Principal Occupation
Name and Address Position with RBB During Past Five Years
- ---------------- ----------------- ----------------------
<S> <C> <C>

Arnold M. Reichman* Director Senior Managing Director and
466 Lexington Avenue Assistant Secretary, E. M. Warburg,
New York, NY 10017 Pincus & Co., Inc.; Senior Managing
Age: 48 Director, Warburg Pincus Counsellors,
Inc.; Executive Officer, Vice
President and Secretary, Counsellors
Securities Inc; Officer of various
investment companies advised by
Warburg, Pincus Counsellors, Inc.

Robert Sablowsky** Director Since October, 1996, Senior Vice
110 Wall Street President, Fahnestock & Co., Inc.
New York, NY 10005 1985 to 1996, Executive Vice President
Age: 58 of Gruntal & Co., Inc., Director,
Gruntal & Co., Inc.

Francis J. McKay Director Since 1963, Executive Vice President,
7701 Burholme Avenue Fox Chase Cancer Center (Biomedical
Philadelphia, PA 19111 research and medical care.)
Age: 60

Marvin E. Sternberg Director Since 1974, Chairman, Director and
937 Mt. Pleasant Road President, Moyco Industries, Inc.
Bryn Mawr, PA 19010 (manufacturer of dental supplies and
Age: 62 precision coated abrasives); Since
1968, Director and President, Mart MMM,
Inc. (formerly Montgomeryville
Merchandise Mart Inc.) and Mart PMM,
Inc. (formerly Pennsauken Merchandise
Mart, Inc.) (Shopping Centers); and
Since 1975, Director and Executive Vice
President, Cellucap Mfg. Co., Inc.
(manufacturer of disposable headwear).
</TABLE>

11
<PAGE>

<TABLE>

<S> <C> <C>
Julian A. Brodsky Director Director, and Vice Chairman, Comcast
1234 Market Street Corporation; Director, Comcast
16th Floor Cablevision of Philadelphia (cable
Philadelphia, PA 19107-3723 television and communications) and
Age: 63 Nextel (wireless communications).

Donald van Roden Director Self-employed businessman.
1200 Old Mill Lane From February 1980 to March 1987,
Wyomissing, PA 19610 Vice Chairman, SmithKline Beckman
Age: 72 Corporation (pharmaceuticals);
Director, AAA Mid-Atlantic (auto
service); Director, Keystone Insurance
Co.

Edward J. Roach President and Certified Public Accountant;
Bellevue Park Treasurer Vice Chairman of the Board, Fox Chase
Corporate Center Cancer Center; Vice President and
400 Bellevue Parkway Trustee, Pennsylvania School for the
Wilmington, DE 19809 Deaf; Trustee, Immaculata College;
Age: 72 Vice President and Treasurer of various
investment companies advised by PNC
Institutional Management Corporation.

Morgan R. Jones Secretary Chairman of the law firm of Drinker
1100 PNB Bank Building Biddle & Reath, Philadelphia,
Broad and Chestnut Streets Pennsylvania; Director, Rocking Horse
Philadelphia, PA 19107 Child Care Centers of America, Inc.
Age: 57
</TABLE>

- --------------------

* Mr. Reichman is an "interested person" of RBB as that term is defined in
the 1940 Act by virtue of his positions with Counsellors Securities Inc., RBB's
distributor.

** Mr. Sablowsky is an "interested person" of RBB as that term is defined in
the 1940 Act by virtue of his position with a broker-dealer.

Messrs. McKay, Sternberg and Brodsky are members of the Audit
Committee of the Board of Directors. The Audit Committee, among other things,
reviews results of the annual audit and recommends to RBB the firm to be
selected as independent auditors.

Messrs. Reichman, McKay and van Roden are members of the Executive
Committee of the Board of Directors. The Executive Committee may generally
carry on and manage the business of RBB when the Board of Directors is not in
session.

Messrs. McKay, Sternberg, Brodsky and van Roden are members of the
Nominating Committee of the Board of Directors. The Nominating Committee
recommends to the Board annually all persons to be nominated as directors of
RBB.

12
<PAGE>

RBB pays directors who are not "affiliated persons" (as that term is
defined in the 1940 Act) of RBB $12,000 annually and $1,000 per meeting of the
Board or any committee thereof that is not held in conjunction with a Board
meeting. Directors who are not affiliated persons of RBB are reimbursed for any
expenses incurred in attending meetings of the Board of Directors or any
committee thereof. The Chairman (currently Donald van Roden) receives an
additional $5,000 for his services. For the year ended August 31, 1996, each of
the following members of the Board of Directors received compensation from the
Fund in the following amounts:

Directors Compensation
--------- ------------
<S> <C>

Julian A. Brodsky $12,525
Francis J. McKay $15,975
Marvin E. Sternberg $16,725
Donald van Roden $21,025
</TABLE>

On October 24, 1990, RBB adopted, as a participating employer, RBB Office
Retirement Profit-Sharing Plan and Trust Agreement, a retirement plan for
employees (currently Edward J. Roach) pursuant to which RBB will contribute on a
monthly basis amounts equal to 10% of the monthly compensation of each eligible
employee. By virtue of the services performed by RBB's investment advisers,
administrators and the Distributor, RBB itself requires only one part-time
employee. No officer, partner or employee of Numeric currently receives any
compensation from RBB.

INVESTMENT ADVISORY, DISTRIBUTION AND SERVICING ARRANGEMENTS

Advisory Agreements

Numeric renders advisory services to the Funds pursuant to Investment
Advisory Contracts. The Advisory Contracts relating to each of the Funds are
dated April 24, 1996. Under the Advisory Contracts, Numeric is entitled to
receive a fee from each Fund calculated at an annual rate of 0.75% of a Fund's
average daily net assets. For the fiscal year ended August 31, 1996 and for the
following fiscal year, Numeric intends to waive its fees to the extent necessary
to maintain an annualized expense ratio for each Fund of 1.00%. There can be no
assurance that Numeric will continue such waivers indefinitely.

For the period ended August 31, 1996, Numeric waived advisory fees with
respect to n/i Micro Cap, n/i Growth, and n/i Growth & Value Funds in the amount
of $13,959, $20,371 and $3,693, respectively, under the applicable Advisory
Contract. During the same period, Numeric received advisory fees (after
waivers) in the amounts of $0, $3,225 and $0, respectively.

The Funds bear all of their own expenses not specifically assumed by
Numeric. General expenses of RBB not readily identifiable as belonging to a
portfolio of RBB are allocated among all investment portfolios by or under the
direction of RBB's Board of Directors in such manner as the Board determines to
be fair and equitable. Expenses borne by a Fund include, but are not limited to,
the following (or a Fund's share of the following): (a) the cost (including
brokerage commissions) of securities purchased or sold by a Fund and any losses
incurred in connection therewith; (b) fees payable to and expenses incurred on
behalf of a Fund by Numeric; (c) expenses of organizing RBB that are not
attributable to a class of RBB; (d) certain of the filing fees and expenses
relating to the registration and qualification of RBB and a Fund's shares under
Federal and/or state securities laws and maintaining such registrations and
qualifications; (e) fees and salaries payable to RBB's directors and officers;
(f) taxes (including any income or franchise taxes) and governmental fees; (g)
costs of any liability and other insurance or fidelity bonds; (h) any costs,
expenses or losses arising out of a liability of

13
<PAGE>

or claim for damages or other relief asserted against RBB or a Fund for
violation of any law; (i) legal, accounting and auditing expenses, including
legal fees of special counsel for the independent directors; (j) charges of
custodians and other agents; (k) expenses of setting in type and printing
prospectuses, statements of additional information and supplements thereto for
existing shareholders, reports, statements, and confirmations to shareholders
and proxy material that are not attributable to a class; (l) costs of mailing
prospectuses, statements of additional information and supplements thereto to
existing shareholders, as well as reports to shareholders and proxy material
that are not attributable to a class; (m) any extraordinary expenses; (n) fees,
voluntary assessments and other expenses incurred in connection with membership
in investment company organizations; (o) costs of mailing and tabulating proxies
and costs of shareholders' and directors' meetings; (p) costs of PFPC's use of
independent pricing services to value a portfolio's securities; and (q) the cost
of investment company literature and other publications provided by RBB to its
directors and officers. Distribution expenses, transfer agency expenses,
expenses of preparation, printing and mailing prospectuses, statements of
additional information, proxy statements and reports to shareholders, and
organizational expenses and registration fees, identified as belonging to a
particular class of RBB, are allocated to such class.

Under the Advisory Contracts, Numeric will not be liable for any error of
judgment or mistake of law or for any loss suffered by RBB or the Funds in
connection with the performance of an Advisory Contract, except a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of Numeric
in the performance of its duties or from reckless disregard of its duties and
obligations thereunder.

The Advisory Contracts were approved on April 24, 1996 by vote of RBB's
Board of Directors, including a majority of those directors who are not parties
to the Advisory Contracts or interested persons (as defined in the 1940 Act) of
such parties. The Advisory Contracts are terminable by vote of RBB's Board of
Directors or by the holders of a majority of the outstanding voting securities
of the Funds, at any time without penalty, on 60 days' written notice to
Numeric. The Advisory Contracts became effective on May 20, 1996 and were
approved by written consent of the sole shareholder of each of the Funds on
May 28, 1996. The Advisory Contracts terminate automatically in the event of
assignment thereof.

The Advisory Contracts provide that Numeric shall at all times have all
rights in and to each Fund's name and all investment models used by or on behalf
of the Funds. Numeric may use each Fund's name or any portion thereof in
connection with any other mutual fund or business activity without the consent
of any shareholder, and RBB has agreed to execute and deliver any and all
documents required to indicate its consent to such use.

The Advisory Contracts further provide that no public reference to, or
description of, Numeric or its methodology or work shall be made by RBB, whether
in the Prospectus, Statement of Additional Information or otherwise, without the
prior written consent of Numeric, which consent shall not be unreasonably
withheld. In each case, RBB has agreed to provide Numeric a reasonable
opportunity to review any such reference or description before being asked for
such consent.

Custodian Agreements

Custodian Trust Company ("CTC") is custodian of the Funds' assets pursuant
to custodian agreements dated as of April 24, 1996, (the "Custodian
Agreements"). Under the Custodian Agreements, CTC (a) maintains a separate
account or accounts in the name of each of the Funds, (b) holds and transfers
portfolio securities on account of each of the Funds, (c) accepts receipts and
makes disbursements of money on behalf of each of the Funds, (d) collects
and receives all income and other payments and distributions on account of each
of the Funds' portfolio securities and (e) makes periodic reports to the RBB's
Board of Directors concerning the Funds' operations. CTC is authorized to
select one or more banks or trust companies to serve as sub-custodian on behalf
of the Funds, provided that CTC remains responsible for the performance of all
its duties under the Custodian Agreements and holds RBB harmless from the acts
and omissions of any sub-custodian. For its

14
<PAGE>

services to the Funds under the Custodian Agreements, CTC receives a fee
calculated as .015% of each Fund's average daily gross assets, with a minimum
monthly fee of $417 per Fund, exclusive of transaction charges and out-of-pocket
expenses, which are also charged to the Funds.

Transfer Agency Agreements

PFPC, Inc. ("PFPC"), an affiliate of PNC Bank, serves as the transfer and
dividend disbursing agent for the Funds pursuant to a Transfer Agency Agreement
dated August 16, 1988, as supplemented (collectively, the "Transfer Agency
Agreement"). Under the Transfer Agency Agreement, PFPC (a) issues and redeems
Shares of the Classes, (b) addresses and mails all communications by the Funds
to record owners of shares of the Classes, including reports to shareholders,
dividend and distribution notices and proxy materials for its meetings of
shareholders, (c) maintains shareholder accounts and, if requested, sub-accounts
and (d) makes periodic reports to RBB's Board of Directors concerning the
operations of the Classes. For its services to the Fund under the Transfer
Agency Agreement, PFPC receives a fee at the annual rate of $12 per account for
the Funds, exclusive of out-of-pocket expenses, and also receives reimbursement
of its out-of-pocket expenses.

Co-Administration Agreements

Bear Stearns Funds Management Inc. ("BSFM") serves as co-administrator to
the Funds pursuant to Co-Administration Agreements dated as of April 24, 1996
for each of the Funds (the "BSFM Co-Administration Agreements"). BSFM has
agreed to assist each of the Funds in all significant aspects of their
administration and operations. The BSFM Co-Administration Agreements provide
that BSFM shall not be liable for any error of judgment or mistake of law or any
loss suffered by RBB or the Funds in connection with the performance of the
agreement, except a loss resulting from willful misfeasance, bad faith or
negligence, or reckless disregard of its duties and obligations thereunder. In
consideration for providing services pursuant to the BSFM Co-Administration
Agreements, BSFM receives a fee with respect to each of the Funds calculated at
an annual rate of .05% of each Fund's average daily net assets.

PFPC also serves as co-administrator to Funds pursuant to Co-Administration
Agreements dated as of April 24, 1996 (the "PFPC Co-Administration Agreements").
PFPC has agreed to calculate the Funds' net asset values, provide all accounting
services for the Funds, and assist in related aspects of the Funds' operations.
The PFPC Co-Administration Agreements provide that PFPC shall not be liable for
any error of judgment or mistake of law or any loss suffered by RBB or the Funds
in connection with the performance of the agreement, except a loss resulting
from willful misfeasance, bad faith or negligence, or reckless disregard of its
duties and obligations thereunder. In consideration for providing services
pursuant to the PFPC Co-Administration Agreements, PFPC receives a fee with
respect to each of the Funds calculated at an annual rate of .115% of each
Fund's average daily net assets, exclusive of out-of-pocket expenses and pricing
charges.

Administrative Services Agent

Counsellors Funds Service, Inc. ("Counsellors Services"), a wholly-owned
subsidiary of Warburg, Pincus Counsellors, Inc. ("WPC"), provides certain
administrative services to each of the Portfolios that are not provided by BSFM
or PFPC, subject to the supervision and direction of the Board of Directors of
RBB. WPC is a wholly-owned subsidiary of Warburg, Pincus Counsellors, G.P. These
services include furnishing certain internal quasi-legal, executive and
administrative services, acting as liaison between the Funds and the Funds'
various service providers, furnishing corporate secretarial services, which
include assisting in the preparation of materials for meetings of RBB's Board of
Directors, coordinating the preparation of proxy statements and annual,
semi-annual and quarterly reports and generally assisting in monitoring and
developing compliance procedures for the Funds. As compensation for such
administrative
15
<PAGE>

services, RBB will pay to Counsellors Services each month a fee for the
previous month calculated at the annual rate of .15% of each Fund's average
daily net assets.

Distributor

Counsellors Securities Inc. ("Counsellors" or the "Distributor") serves as
distributor of the Shares. Counsellors is a wholly-owned subsidiary of WPC and
is located at 466 Lexington Avenue, New York 10017-3147. No compensation is
payable by RBB to Counsellors for distribution services with respect to the
Funds.

FUND TRANSACTIONS

Subject to policies established by the Board of Directors, Numeric is
responsible for the execution of portfolio transactions and the allocation of
brokerage transactions for the Funds. In executing portfolio transactions,
Numeric seeks to obtain the best net results for the Funds, taking into account
such factors as the price (including the applicable brokerage commission or
dealer spread), size of the order, difficulty of execution and operational
facilities of the firm involved. While Numeric generally seeks reasonably
competitive commission rates, payment of the lowest commission or spread is not
necessarily consistent with obtaining the best results in particular
transactions.

No Fund has any obligation to deal with any broker or group of brokers in
the execution of portfolio transactions. Numeric may, consistent with the
interests of the Funds and subject to the approval of the Board of Directors,
select brokers on the basis of the research, statistical and pricing services
they provide to the Funds and other clients of Numeric. Information and
research received from such brokers will be in addition to, and not in lieu of,
the services required to be performed by Numeric under its respective contracts.
A commission paid to such brokers may be higher than that which another
qualified broker would have charged for effecting the same transaction, provided
that Numeric, as applicable, determines in good faith that such commission is
reasonable in terms either of the transaction or the overall responsibility of
Numeric, as applicable, to a Fund and its other clients and that the total
commissions paid by a Fund will be reasonable in relation to the benefits to a
Fund over the long-term.

Corporate debt and U.S. Government securities and many micro- and small-cap
stocks are generally traded on the over-the-counter market on a "net" basis
without a stated commission, through dealers acting for their own account and
not as brokers. The Funds will primarily engage in transactions with these
dealers or deal directly with the issuer unless a better price or execution
could be obtained by using a broker. Prices paid to a dealer in debt, micro- or
small-cap securities will generally include a "spread," which is the difference
between the prices at which the dealer is willing to purchase and sell the
specific security at the time, and includes the dealer's normal profit.

Numeric may seek to obtain an undertaking from issuers of commercial paper
or dealers selling commercial paper to consider the repurchase of such
securities from the Funds prior to their maturity at their original cost plus
interest (sometimes adjusted to reflect the actual maturity of the securities),
if it believes that the Funds' anticipated need for liquidity makes such action
desirable. Any such repurchase prior to maturity reduces the possibility that
the Funds would incur a capital loss in liquidating commercial paper (for which
there is no established market), especially if interest rates have risen since
acquisition of the particular commercial paper.

Investment decisions for the Funds and for other investment accounts
managed by Numeric are made independently of each other in the light of
differing conditions. However, the same investment decision

16
<PAGE>

may occasionally be made for two or more of such accounts. In such cases,
simultaneous transactions are inevitable. Purchases or sales are then averaged
as to price and allocated as to amount according to a formula deemed equitable
to each such account. While in some cases this practice could have a detrimental
effect upon the price or value of the security as far as a Fund is concerned, in
other cases it is believed to be beneficial to the Funds. The Funds will not
purchase securities during the existence of any underwriting or selling group
relating to such security of which Numeric or any affiliated person (as defined
in the 1940 Act) thereof is a member except pursuant to procedures adopted by
RBB's Board of Directors pursuant to Rule 10f-3 under the 1940 Act. Among other
things, these procedures, which will be reviewed by RBB's Directors as deemed
necessary from time to time, require that the commission paid in connection with
such a purchase be reasonable and fair, that the purchase be at not more than
the public offering price prior to the end of the first business day after the
date of the public offer, and that Numeric not participate in or benefit from
the sale to a Fund.

In no instance will portfolio securities be purchased from or sold to
Counsellors Securities, PNC Bank or Numeric or any affiliated person of the
foregoing entities except as permitted by SEC exemptive order or by applicable
law.

A high rate of portfolio turnover involves correspondingly greater
brokerage commission expenses and other transaction costs, which must be borne
directly by a Fund. Federal income tax laws may restrict the extent to which a
Fund may engage in short term trading of securities. See "Taxes." The Funds
anticipate that their annual portfolio turnover rates will vary from year to
year, but will generally range between 150% and 300%. The portfolio turnover
rate is calculated by dividing the lesser of a Fund's annual sales or purchases
of portfolio securities (exclusive of purchases or sales of securities whose
maturities at the time of acquisition were one year or less) by the monthly
average value of the securities in the portfolio during the year.

PURCHASE AND REDEMPTION INFORMATION

The Funds reserve the right, if conditions exist which make cash payments
undesirable, to honor any request for redemption or repurchase of a Fund's
shares by making payment in whole or in part in securities chosen by RBB and
valued in the same way as they would be valued for purposes of computing a
Fund's net asset value. If payment is made in securities, a shareholder may
incur transaction costs in converting these securities into cash. RBB has
elected, however, to be governed by Rule 18f-1 under the 1940 Act so that a Fund
is obligated to redeem its shares solely in cash up to the lesser of $250,000 or
1% of its net asset value during any 90-day period for any one shareholder of a
Fund.

Under the 1940 Act, a Fund may suspend the right to redemption or postpone
the date of payment upon redemption for any period during which the New York
Stock Exchange (the "NYSE") is closed (other than customary weekend and holiday
closings), or during which trading on the NYSE is restricted, or during which
(as determined by the SEC by rule or regulation) an emergency exists as a result
of which disposal or valuation of portfolio securities is not reasonably
practicable, or for such other periods as the SEC may permit. (A Fund may also
suspend or postpone the recordation of the transfer of its shares upon the
occurrence of any of the foregoing conditions.)

VALUATION OF SHARES

The net asset value per share of each Fund is calculated as of 4:00 p.m.
Eastern Time on each Business Day. "Business Day" means each weekday when the
NYSE is open. Currently, the NYSE is closed on New Year's Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day (observed), Labor Day,

17
<PAGE>

Thanksgiving Day and Christmas Day (observed). Securities which are listed on
stock exchanges are valued at the last sale price on the day the securities are
valued or, lacking any sales on such day, at the mean of the bid and asked
prices available prior to the evaluation. In cases where securities are traded
on more than one exchange, the securities are generally valued on the exchange
designated by the Board of Directors as the primary market. Securities traded in
the over-the-counter market and listed on the National Association of Securities
Dealers Automatic Quotation System ("NASDAQ") are valued at the last trade price
listed on the NASDAQ at 4:00 p.m.; securities listed on NASDAQ for which there
were no sales on that day and other over-the-counter securities are valued at
the mean of the bid and asked prices available prior to valuation. Securities
for which market quotations are not readily available are valued at fair value
as determined in good faith by or under the direction of RBB's Board of
Directors. The amortized cost method of valuation may also be used with respect
to debt obligations with sixty days or less remaining to maturity.

In determining the approximate market value of portfolio investments, the
Funds may employ outside organizations, which may use a matrix or formula method
that takes into consideration market indices, matrices, yield curves and other
specific adjustments. This may result in the securities being valued at a price
different from the price that would have been determined had the matrix or
formula method not been used. All cash, receivables and current payables are
carried on the Funds' books at their face value. Other assets, if any, are
valued at fair value as determined in good faith by or under the direction of
RBB's Board of Directors.

PERFORMANCE INFORMATION

Total Return. For purposes of quoting and comparing the performance of the
Funds to that of other mutual funds and to stock or other relevant indices in
advertisements or in reports to shareholders, performance may be stated in terms
of total return. Under the rules of the Securities and Exchange Commission,
funds advertising performance must include total return quotes calculated
according to the following formula:

P(1 + T)/n/ = ERV

Where: P = a hypothetical initial payment of $1,000

T = average annual total return

n = number of years (1, 5 or 10)

ERV = ending redeemable value at the end of the 1, 5
or 10 year periods (or fractional portion
thereof) of a hypothetical $1,000 payment made
at the beginning of the 1, 5 or 10 year
periods.

Under the foregoing formula, the time periods used in advertising will be
based on rolling calendar quarters, updated to the last day of the most recent
quarter prior to submission of the advertisement for publication, and will cover
one, five and ten year periods or a shorter period dating from the effectiveness
of the Funds' registration statement. In calculating the ending redeemable
value, the maximum sales load is deducted from the initial $1,000 payment and
all dividends and distributions by the Funds are assumed to have been reinvested
at net asset value, as described in the Prospectus, on the reinvestment dates
during the period. Total return, or "T" in the formula above, is computed by
finding the average annual compounded rates of return over the 1, 5 and 10 year
periods (or fractional portion thereof) that would equate the initial amount
invested to the ending redeemable value. Any sales loads that might in the
future be made applicable at the time to reinvestments would be included as
would any recurring account charges that might be imposed by the Funds.

18
<PAGE>

Calculated according to the SEC rules for the period beginning on the
commencement of operations (June 3, 1996) and ended August 31, 1996, the
aggregate total return for the n/i Micro Cap Fund, the n/i Growth Fund and the
n/i Growth & Value Fund was (2.75%), (1.33%) and (3.67%), respectively.

Performance. From time to time, the Funds may advertise their average
annual total return over various periods of time. These total return figures
show the average percentage change in value of an investment in a Fund from the
beginning of the measuring period to the end of the measuring period. The
figures reflect changes in the price of a Fund's shares assuming that any income
dividends and/or capital gain distributions made by a Fund during the period
were reinvested in shares of the Fund. Total return will be shown for recent
one-, five- and ten-year periods, and may be shown for other periods as well
(such as from commencement of a Fund's operations or on a year-by-year,
quarterly or current year-to-date basis).

When considering average total return figures for periods longer than one
year, it is important to note that a Fund's annual total return for one year in
the period might have been grater or less than the average for the entire
period. When considering total return figures for periods shorter than one
year, investors should bear in mind that the Funds seek long-term appreciation
and that such return may not be representative of a Fund's return over a longer
market cycle. The Funds may also advertise aggregate total return figures for
various periods, representing the cumulative change in value of an investment in
a Fund for the specific period (again reflecting changes in a Fund's share
prices and assuming reinvestment of dividends and distributions). Aggregate and
average total returns may be shown by means of schedules, charts or graphs, may
indicate various components of total return (i.e., change in value of initial
investment, income dividends and capital gain distributions) and would be quoted
separately for each class of a Fund's shares.

Investors should note that total return figures are based on historical
earnings and are not intended to indicate future performance.

In reports or other communications to investors or in advertising material,
the Funds may describe general economic and market conditions affecting the
Funds and may compare their performance with (1) that of other mutual funds as
listed in the rankings prepared by Lipper Analytical Services, Inc. or similar
investment services that monitor the performance of mutual funds or as set forth
in the publications listed below; (2) with their benchmark indices, as well as
the S&P 500 or (3) other appropriate indices of investment securities or with
data developed by Numeric derived from such indices. Performance information
may also include evaluation of the Funds by nationally recognized ranking
services and information as reported in financial publications such as Business
Week, Fortune, Institutional Investor, Money Magazine, Forbes, Barron's, The
Wall Street Journal, The New York Times, or other national, regional or local
publications.

In reports or other communications to investors or in advertising, the
Funds may also describe the general biography or work experience of the
portfolio managers of the Funds and may include quotations attributable to the
portfolio managers describing approaches taken in managing the Funds'
investments, research methodology, underlying stock selection or the Funds'
investment objective. The Funds may also discuss the continuum of risk and
return relating to different investments, and the potential impact of foreign
stock on a portfolio otherwise composed of domestic securities. In addition,
the Funds may from time to time compare their expense ratios to those of
investment companies with similar objective and policies, as advertised by
Lipper Analytical Services, Inc. or similar investment services that monitor
mutual funds.

19
<PAGE>

TAXES

The following is only a summary of certain additional tax considerations
generally affecting the Funds and their shareholders that are not described in
the Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of the Funds or their shareholders, and the discussion here and in the
Funds' Prospectus is not intended as a substitute for careful tax planning.
Investors are urged to consult their tax advisers with specific reference to
their own tax situation.

The Funds intend to elect to be taxed as and meet the requirements of
regulated investment companies under Part I of Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"). As regulated investment
companies, the Funds are exempt from Federal income tax on their net investment
income and realized capital gains which they distribute to shareholders,
provided that they distribute an amount equal to the sum of (a) at least 90% of
their investment company taxable income (net taxable investment income and the
excess of net short-term capital gain over net long-term capital loss), if any,
for the year and (b) at least 90% of their net tax-exempt interest income, if
any, for the year (the "Distribution Requirement") and satisfy certain other
requirements of the Code that are described below. Distributions of investment
company taxable income made during the taxable year or, under specified
circumstances, within twelve months after the close of the taxable year will
satisfy the Distribution Requirement.

In addition to the foregoing requirements, at the close of each quarter of
its taxable year, at least 50% of the value of a Fund's assets must consist of
cash and cash items, U.S. Government securities, securities of other regulated
investment companies, and securities of other issuers (as to which a Fund has
not invested more than 5% of the value of its total assets in securities of such
issuer and as to which a Fund does not hold more than 10% of the outstanding
voting securities of such issuer), and no more than 25% of the value of a Fund's
total assets may be invested in the securities of any one issuer (other than
U.S. Government securities and securities of other regulated investment
companies), or in two or more issuers which such Fund controls and which the
engaged in the same or similar trades or businesses (the "Asset Diversification
Requirement").

Distributions of investment company taxable income will be taxable (subject
to the possible allowance of the dividend received deduction described below) to
shareholders as ordinary income, regardless of whether such distributions are
paid in cash or are reinvested in shares. Shareholders receiving any
distribution from the Funds in the form of additional shares will be treated as
receiving a taxable distribution in an amount equal to the fair market value of
the shares received, determined as of the reinvestment date.

The Funds intend to distribute to shareholders their excess of net long-
term capital gain over net short-term capital loss ("net capital gain"), if any,
for each taxable year. Such gain is distributed as a capital gain dividend and
is taxable to shareholders as long-term capital gain, regardless of the length
of time the shareholder has held his shares, whether such gain was recognized by
a Fund prior to the date on which a shareholder acquired shares of the Fund and
whether the distribution was paid in cash or reinvested in shares. The
aggregate amount of distributions designated by any Fund as capital gain
dividends may not exceed the net capital gain of a Fund for any taxable year,
determined by excluding any net capital loss or net long-term capital loss
attributable to transactions occurring after October 31 of such year and by
treating any such loss as if it arose on the first day of the following taxable
year. Such distributions will be designated as capital gain dividends in a
written notice mailed by a Fund to shareholders not later than 60 days after the
close of each Fund's respective taxable year.

In the case of corporate shareholders, distributions (other than capital
gain dividends) of a Fund for any taxable year generally qualifies for the 70%
dividends received deduction to the extent of the gross

20
<PAGE>

amount of "qualifying dividends" received by a Fund for the year. Generally, a
dividend will be treated as a "qualifying dividend" if it has been received from
a domestic corporation. However, a dividend received by a taxpayer will not be
treated as a "qualifying dividend" if (1) it has been received with respect to
any share of stock that the taxpayer has held for 45 days (90 days in the case
of certain preferred stock) or less (excluding any day more than 45 days (or 90
days in the case of certain preferred stock) after the date on which the stock
becomes ex-dividend), or (2) to the extent that the taxpayer is under an
obligation (pursuant to a short sale or otherwise) to make related payments with
respect to positions in substantially similar or related property. RBB will
designate the portion, if any, of the distribution made by a Fund that qualifies
for the dividends received deduction in a written notice mailed by a Fund to
shareholders not later than 60 days after the close of the Fund's taxable year.

Distributions of net investment income received by the Funds from
investments in debt securities will be taxable to shareholders as ordinary
income and will not be treated as "qualifying dividends" for purposes of the
dividends received deduction.

If for any taxable year any Fund does not qualify as a regulated investment
company, all of its taxable income will be subject to tax at regular corporate
rates without any deduction for distributions to shareholders, and all
distributions will be taxable as ordinary dividends to the extent of such Fund's
current and accumulated earning and profits. Such distributions will be
eligible for the dividends received deduction in the case of corporate
shareholders. Investors should be aware that any loss realized on a sale of
shares of a Fund will be disallowed to the extent an investor repurchases shares
of the same Fund within a period of 61 days (beginning 30 days before and ending
30 days after the day of disposition of the shares). Dividends paid by a Fund in
the form of shares within the 61-day period would be treated as a purchase for
this purpose.

A shareholder will recognize gain or loss upon an exchange of shares of a
Fund for shares of another Fund upon exercise of an exchange privilege.
Shareholders may not include the initial sales charge in the tax basis of the
Shares exchanged for shares of another Fund for the purpose of determining gain
or loss on the exchange, where the Shares exchanged have been held 90 days or
less. The sales charge will increase the basis of the shares acquired through
exercise of the exchange privilege (unless the shares acquired are also
exchanged for shares of another Fund within 90 days after the first exchange).

The Code imposes a non-deductible 4% excise tax on regulated investment
companies that do not distribute with respect to each calendar year an amount
equal to 98% of their ordinary income for the calendar year plus 98% of their
capital gain net income for the one-year period ending on October 31 of such
calendar year. The balance of such income must be distributed during the next
calendar year. For the foregoing purposes, a company is treated as having
distributed any amount on which it is subject to income tax for any taxable year
ending in such calendar year. Because the Funds intend to distribute all of
their taxable income currently, no Fund anticipates incurring any liability for
this excise tax. However, investors should note that the Funds may in certain
circumstances be required to liquidate investments in order to make sufficient
distributions to avoid excise tax liability.

A Fund will be required in certain cases to withhold and remit to the
United States Treasury 31% of dividends paid to any shareholder (1) who has
provided either an incorrect tax identification number or no number at all, (2)
who is subject to backup withholding by the Internal Revenue Service for failure
to report the receipt of interest or dividend income properly, or (3) who has
failed to certify to RBB that he is not subject to backup withholding or that he
is an "exempt recipient."

The foregoing general discussion of Federal income tax consequences is
based on the Code and the regulations issued thereunder as in effect on the date
of this Statement of Additional Information. Future legislative or
administrative changes or court decisions may significantly change the
conclusions expressed

21
<PAGE>

herein, and any such changes or decisions may have a retroactive effect with
respect to the transactions contemplated herein.

Although the Funds expect to qualify as a "regulated investment company"
and to be relieved of all or substantially all Federal income taxes, depending
upon the extent of their activities in states and localities in which their
offices are maintained, in which their agents or independent contractors are
located or in which they are otherwise deemed to be conducting business, the
Funds may be subject to the tax laws of such states or localities.

DESCRIPTION OF SHARES

RBB has authorized capital of thirty billion shares of Common Stock, $.001
par value per share, of which 13.47 billion shares are currently classified as
follows: 100 million shares are classified as Class A Common Stock (Growth &
Income), 100 million shares are classified as Class B Common Stock, 100 million
shares are classified as Class C Common Stock (Balanced), 100 million shares are
classified as Class D Common Stock (Tax-Free), 500 million shares are classified
as Class E Common Stock (Money), 500 million shares are classified as Class F
Common Stock (Municipal Money), 500 million shares are classified as Class G
Common Stock (Money), 500 million shares are classified as Class H Common Stock
(Municipal Money), 1 billion shares are classified as Class I Common Stock
(Money), 500 million shares are classified as Class J Common Stock (Municipal
Money), 500 million shares are classified as Class K Common Stock (U.S.
Government Money), 1,500 million shares are classified as Class L Common Stock
(Money), 500 million shares are classified as Class M Common Stock (Municipal
Money), 500 million shares are classified as Class N Common Stock (U.S.
Government Money), 500 million shares are classified as Class O Common Stock
(N.Y. Money), 100 million shares are classified as Class P Common Stock
(Government), 100 million shares are classified as Class Q Common Stock, 500
million shares are classified as Class R Common Stock (Municipal Money), 500
million shares are classified as Class S Common Stock (U.S. Government Money),
500 million shares are classified as Class T Common Stock (International), 500
million shares are classified as Class U Common Stock (High Yield), 500 million
shares are classified as Class V Common Stock (Emerging), 100 million shares are
classified as Class W Common Stock, 50 million shares are classified as Class X
Common Stock (U.S. Core Equity), 50 million shares are classified as Class Y
Common Stock (U.S. Core Fixed Income), 50 million shares are classified as Class
Z Common Stock (Strategic Global Fixed Income), 50 million shares are classified
as Class AA Common Stock (Municipal Bond), 50 million shares are classified as
Class BB Common Stock (BEA Balanced), 50 million shares are classified as Class
CC Common Stock (Short Duration), 100 million shares are classified as Class DD
Common Stock, 100 million shares are classified as Class EE Common Stock, 50
million shares are classified as Class FF Common Stock (n/i Micro Cap), 50
million shares are classified as Class GG Common Stock (n/i Growth), 50 million
shares are classified as Class HH Common Stock (n/i Growth & Value), 100 million
shares are classified as Class II Common Stock (BEA Investor International), 100
million shares are classified as Class JJ Common Stock (BEA Investor Emerging),
100 million shares are classified as Class KK Common Stock (BEA Investor High
Yield), 100 million shares are classified as Class LL Common Stock (BEA Investor
Global Telecom), 100 million shares are classified as Class MM Common Stock (BEA
Advisor International), 100 million shares are classified as Class NN Common
Stock (BEA Advisor Emerging), 100 million shares are classified as Class OO
Common Stock (BEA Advisor High Yield), 100 million shares are classified as
Class PP Common Stock (BEA Advisor Global Telecom), 100 million shares are
classified as Class QQ Common Stock (Boston Partners Institutional Large Cap),
100 million shares are classified as Class RR Common Stock (Boston Partners
Investor Large Cap), 100 million shares are classified as Class SS Common Stock
(Boston Partners Advisors Large Cap), 700 million shares are classified as Class
Janney Montgomery Scott Money Market Common Stock (Money), 200 million shares
are classified as Class Janney Montgomery Scott Municipal Money Market Common
Stock (Municipal Money), 500 million shares are

22
<PAGE>

classified as Class Janney Montgomery Scott Government Obligations Money Market
Common Stock (U.S. Government Money), 100 million shares are classified as Class
Janney Montgomery Scott New York Municipal Money Market Common Stock (N.Y.
Money), 1 million shares are classified as Class Beta 1 Common Stock (Money), 1
million shares are classified as Class Beta 2 Common Stock (Municipal Money), 1
million shares are classified as Class Beta 3 Common Stock (U.S. Government
Money), 1 million shares are classified as Class Beta 4 Common Stock (N.Y.
Money), 1 million shares are classified as Gamma 1 Common Stock (Money), 1
million shares are classified as Gamma 2 Common Stock (Municipal Money), 1
million shares are classified as Gamma 3 Common Stock (U.S. Government Money), 1
million shares are classified as Gamma 4 Common Stock (N.Y. Money), 1 million
shares are classified as Delta 1 Common Stock (Money), 1 million shares are
classified as Delta 2 Common Stock (Municipal Money), 1 million shares are
classified as Delta 3 Common Stock (U.S. Government Money), 1 million shares are
classified as Delta 4 Common Stock (N.Y. Money), 1 million shares are classified
as Epsilon 1 Common Stock (Money), 1 million shares are classified as Epsilon 2
Common Stock (Municipal Money), 1 million shares are classified as Epsilon 3
Common Stock (U.S. Government Money), 1 million shares are classified as Epsilon
4 Common Stock (N.Y. Money), 1 million shares are classified as Zeta 1 Common
Stock (Money), 1 million shares are classified as Zeta 2 Common Stock (Municipal
Money), 1 million shares are classified as Zeta 3 Common Stock (U.S. Government
Money), 1 million shares are classified as Zeta 4 Common Stock (N.Y. Money), 1
million shares are classified as Eta 1 Common Stock (Money), 1 million shares
are classified as Eta 2 Common Stock (Municipal Money), 1 million shares are
classified as Eta 3 Common Stock (U.S. Government Money), 1 million shares are
classified as Eta 4 Common Stock (N.Y. Money), 1 million shares are classified
as Theta 1 Common Stock (Money), 1 million shares are classified as Theta 2
Common Stock (Municipal Money), 1 million shares are classified as Theta 3
Common Stock (U.S. Government Money), and 1 million shares are classified as
Theta 4 Common Stock (N.Y. Money). Shares of the Class FF, GG and HH Common
Stock constitute the Classes of the Micro Cap, Growth and Growth & Value Funds,
respectively. Under RBB's charter, the Board of Directors has the power to
classify or reclassify any unissued shares of Common Stock from time to time.

The classes of Common Stock have been grouped into sixteen separate
"families": the RBB Family, the Cash Preservation Family, the Sansom Street
Family, the Bedford Family, the Bradford Family, the BEA Family, the Janney
Montgomery Scott Money Family, the n/i Family, the Boston Partners Family, the
Beta Family, the Gamma Family, the Delta Family, the Epsilon Family, the Zeta
Family, the Eta Family and the Theta Family. The RBB Family represents
interests in one non-money market portfolio as well as the Money Market and
Municipal Money Market Portfolios; the Cash Preservation Family represents
interests in the Money Market and Municipal Money Market Portfolios; the Sansom
Street Family represents interests in the Money Market, Municipal Money Market
and Government Obligations Money Market Portfolios; Bedford Family represents
interests in the Money Market, Municipal Money Market, Government Obligations
Money Market and New York Municipal Money Market Portfolios; the Bradford Family
represents interests in the Municipal Money Market and Government Obligations
Money Market Portfolios; the BEA Family represents interests in ten non-money
market portfolios; the Boston Partners Family represents interests in one non-
money market portfolio; the n/i Family represents interests in the Micro Cap,
Growth and Growth & Value Funds; the Janney Montgomery Scott Family and the
Beta, Gamma, Delta, Epsilon, Zeta, Eta and Theta Families represent interests in
the Money Market, Municipal Money Market, Government Obligations Money Market
and New York Municipal Money Market Portfolios.

ADDITIONAL INFORMATION CONCERNING FUND SHARES

RBB does not currently intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. RBB's amended By-
Laws provide that shareholders collectively owning at least ten percent of the
outstanding shares of all classes of Common Stock of RBB have the right to call
for a

23
<PAGE>

meeting of shareholders to consider the removal of one or more directors. To the
extent required by law, RBB will assist in shareholder communication in such
matters.

Holders of shares of each class of RBB will vote in the aggregate and not
by class on all matters, except where otherwise required by law. Further,
shareholders of RBB will vote in the aggregate and not by portfolio except as
otherwise required by law or when the Board of Directors determines that the
matter to be voted upon affects only the interests of the shareholders of a
particular portfolio. Rule 18f-2 under the 1940 Act provides that any matter
required to be submitted by the provisions of such Act or applicable state law,
or otherwise, to the holders of the outstanding securities of an investment
company such as RBB shall not be deemed to have been effectively acted upon
unless approved by the holders of a majority of the outstanding shares of each
portfolio affected by the matter. Rule 18f-2 further provides that a portfolio
shall be deemed to be affected by a matter unless it is clear that the interests
of each portfolio in the matter are identical or that the matter does not affect
any interest of the portfolio. Under the Rule, the approval of an investment
advisory agreement or any change in a fundamental investment policy would be
effectively acted upon with respect to a portfolio only if approved by the
holders of a majority of the outstanding voting securities of such portfolio.
However, the Rule also provides that the ratification of the selection of
independent public accountants, the approval of principal underwriting contracts
and the election of directors are not subject to the separate voting
requirements and may be effectively acted upon by shareholders of an investment
company voting without regard to portfolio.

Notwithstanding any provision of Maryland law requiring a greater vote of
shares of RBB's common stock (or of any class voting as a class) in connection
with any corporate action, unless otherwise provided by law, (for example by
Rule 18f-2 discussed above) or by RBB's Charter, RBB may take or authorize such
action upon the favorable vote of the holders of more than 50% of all of the
outstanding shares of Common Stock voting without regard to class (or
portfolio).

The name "n/i" may be used in the name of other portfolios managed by
Numeric.

MISCELLANEOUS

Counsel. The law firm of Ballard Spahr Andrews & Ingersoll, 1735 Market
Street, 51st Floor, Philadelphia, Pennsylvania 19103 serves as counsel to RBB,
PIMC, PNC Bank and PFPC. The law firm of Drinker Biddle & Reath, 1100
Philadelphia National Bank Building, Broad and Chestnut Streets, Philadelphia,
Pennsylvania 19107, serves as counsel to RBB's independent directors.

Independent Accountants. Coopers & Lybrand L.L.P., 2400 Eleven Penn
Center, Philadelphia, Pennsylvania 19103, serves as RBB's independent
accountants.

Control Persons. As of November 6, 1996, to RBB's knowledge, the following
named persons at the addresses shown below owned of record approximately 5% or
more of the total outstanding shares of the class of RBB indicated below. See
"Description of Shares" above. RBB does not know whether such persons also
beneficially own such shares.

24
<PAGE>

PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
<S> <C> <C>
RBB Money Market Portfolio Luanne M. Garvey and Robert J. Garvey 12.7
(Class E) 2729 Woodland Avenue
Trooper, PA 19403

Harold T. Erfer 13.0
414 Charles Lane
Wynnewood, PA 19096

Karen M. McElhinny and Contribution Account 16.9
4943 King Arthur Drive
Erie, PA 16506

John Robert Estrada and 16.5
Shirley Ann Estrada
1700 Raton Drive
Arlington, TX 76018

Eric Levine and Linda & Howard Levine 29.6
67 Lanes Pond Road
Howell, NJ 07731

RBB Municipal Money Market William B. Pettus Trust 11.4
Portfolio Augustine W. Pettus Trust
(Class F) 827 Winding Path Lane
St. Louis, MO 63021-6635

Seymour Fein 88.6
P.O. Box 486
Tremont Post Office
Bronx, NY 10457-0486

Cash Preservation Money Jewish Family and Children's 56.8
Market Portfolio Agency of Philadelphia
(Class G) Capital Campaign
Attn: S. Ramm
1610 Spruce Street
Philadelphia, PA 19103

Lynda R. Succ Trustee for in Trust under 12.3
The Lynda R. Campbell Caring Trust
935 Rutger Street
St. Louis, MO 63104

Theresa M. Palmer 6.8
5731 W. 4th Street
Philadelphia, PA 19120

Cash Preservation Municipal Kenneth Farwell and Valerie 11.1
Money Market Portfolio Farwell Jt. Ten
(Class H) 3854 Sullivan
St. Louis, MO 63107
</TABLE>

25
<PAGE>

PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
<S> <C> <C>
Gary L. Lange and Susan D. Lange, JTTEN 10.4
13 Muirfield Ct. North
St. Charles, MO 63309

Andrew Diederich and Doris Diederich 6.1
1003 Lindeman
Des Peres, MO 63131

Marcella L. Haugh Caring Tr 15.3
Dtd 8/12/91
40 Plaza Square
Apt. 202
St. Louis, MO 63101

Emil Hunter and May J. Hunter 8.2
428 W. Jefferson
Kirkwood, MO 63122

Gwendolyn Haynes 5.2
2757 Geyer
St. Louis, MO 63104

Savannah Thomas Trust 5.2
230 Madison Avenue
Rock Hill, MD 63119

Sansom Street Money Market Wasner & Co. 16.6
Portfolio FAO Paine Webber and Managed Assets
(Class I) Sundry Holdings
Attn: Joe Domizio
200 Stevens Drive
Lester, PA 19113

Saxon and Co. 74.8
FBO Paine Webber
P.O. Box 7780 1888
Philadelphia, PA 19182

Robertson Stephens & Co. 8.6
FBO Exclusive Benefit Investors
c/o Eric Moore
555 California Street/No. 2600
San Francisco, CA 94101

BEA International Equity Blue Cross & Blue Shield of Massachusetts Inc. 5.1
(Class T) Retirement Income Trust
100 Summer Street
Boston, MA 02310
</TABLE>

26
<PAGE>

PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
<S> <C> <C>
BEA High Yield Portfolio Temple Inland Master Retirement Trust 10.2
(Class U) 303 South Temple Drive
Diboll, TX 75941

Guenter Full Trst Michelin North America Inc. 16.7
Master Trust
P. O. Box 19001
Greenville, SC 29602-9001

Flour Corporation Master Retirement Trust 9.4
2383 Michaelson Drive
Irvine, CA 92730

C S First Boston Pension Fund 10.0
Park Avenue Plaza, 34th Floor
55 E. 52nd Street
New York, NY 10055
Attn: Steve Medici

SC Johnson & Son, Inc. Retirement Plan 13.3
1525 Howe Street
Racine, WI 53403

GCIV Employer Retirement Fund 6.3
8650 Flair Drive
E. Monte, CA 96731-3011

BEA Emerging Markets Equity Wachovia Bank North Carolina Trust for 15.7
Portfolio Carolina Power & Light Co. Supplemental
(Class V) Retirement Trust
301 N. Main Street
Winston-Salem, NC 27101

Wachovia Bank of North Carolina 5.4
And For Fleming Companies Inc.
TRST Master Pension Trust
307 North Main 3099 Street
Winston Salem, NC 27150

Hall Family Foundation 30.5
P.O. Box 419580
Kansas City, MO 64208

Arkansas Public Employees 10.8
Retirement System
124 W. Capitol Avenue
Little Rock, AR 72201

Northern Trust 12.9
Trustee for Pillsbury
P.O. Box 92956
Chicago, IL 60675
</TABLE>

27
<PAGE>

PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
<S> <C> <C>
Amherst H. Wilder Foundation 5.9
919 Lafond Avenue
St. Paul, MN 55104

BEA US Core Equity Portfolio Bank of New York 45.3
(Class X) Trust APU Buckeye Pipeline
One Wall Street
New York, NY 10286

Werner & Pfleiderer Pension 7.5
Plan Employees
663 E. Crescent Avenue
Ramsey, NJ 07446

Washington Hebrew Congregation 11.1
3935 Macomb Street, N.W.
Washington, D.C. 20016

Shamut Bank 6.3
TRST Hospital St. Raphael Malpractice TR
Attn: DCRF Actions
P. O. Box 92800
Rochester, NY 14692-8900

BEA US Core Fixed Income New England UFCW & Employers' Pension Fund 24.5
Portfolio Board of Trustees
(Class Y) 161 Forbes Road, Suite 201
Braintree, MA 02184

W.M. Burke Rehabilitation Hospital Inc. 5.4
Burke Employees Pension Plan
795 Momaroneck Avenue
White Plains, NY 10605

Patterson & Co. 8.9
P.O. Box 7829
Philadelphia, PA 19102

MAC & Co 6.9
FAO 176-655
ROBF1766552
Mutual Funds Operations
P. O. Box 3198
Pittsburgh, PA 15230-3198

Bank of New York 9.6
Trst Fenway Partners Master Trust
One Wall Street, 12th floor
New York, NY 10286
</TABLE>

28
<PAGE>

PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
<S> <C> <C>
Citibank NA 12.8
Trst CS First Boston Corp Emp S/P
Attn: Sheila Adams
111 Wall Street, 20th floor Z 1
New York, NY 10043

BEA Global Fixed Income Sunkist Master Trust 36.0
Portfolio (Class Z) 14130 Riverside Drive
Sherman Oaks, CA 91423

Patterson & Co. 25.7
P. O. Box 7829
Philadelphia, PA 19101

Key Trust Co. of Ohio 20.8
FBO Eastern Enterp. Collective Inv. Trust
P.O. Box 901536
Cleveland, OH 44202-1559

Mary E. Morten 6.2
C/O Credit Suisse New York
12 E. 49th Street, 40th Floor
New York, NY 1017
Attn: Portfolio Management

BEA Municipal Bond Fund William A. Marquard 37.4
Portfolio 2199 Maysville Rd.
(Class AA) Carlisle, KY 40311

Arnold Leon 12.5
c/o Fiduciary Trust Company
P.O. Box 3199
Church Street Station
New York, NY 10008

Irwin Bard 6.2
1750 North East 183rd St. North
Miami Beach, FL 33160

Matthew M. Sloves and Diane Decker Sloves 5.7
Tenants in Common
1304 Stagecoach Road, S.E.
Albuquerque, NM 87123

n/i Micro Cap Fund Charles Schwab & Co. Inc. 15.8
(Class FF) Special Custody Account for the Exclusive
Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94101
</TABLE>

29
<PAGE>

PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
<S> <C> <C>
Chase Manhattan Bank 27.1
TRST Collins Group Trust
940 Newport Center Drive
Newport Beach, CA 92660

Currie & Co. 5.6
c/o Fiduciary Trust Co. Intl.
P. O. Box 3199
Church Street Station
New York, NY 10008

n/i Growth Fund Charles Schwab & Co. Inc. 21.2
(Class GG) Special Custody Account for the Exclusive
Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94101

U S Equity Investment Portfolio LP 18.7
c/o Asset Management Advisors Inc.
1001 N. US Highway
Suite 800
Jupiter, FL 33447

Bank of New York 9.8
TRST Sunkist Growers Inc.
14130 Riverside Drive
Sherman Oaks, CA 91423-2392

n/i Growth and Value Fund Charles Schwab & Co. Inc. 24.4
(Class HH) Special Custody Account for the Exclusive
Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94101

Janney Montgomery Scott Janney Montgomery Scott 100
Money Market Portfolio 1801 Market Street
(Class Alpha 1) Philadelphia, PA 19103-1675

Janney Montgomery Scott Janney Montgomery Scott 100
Municipal Money Market 1801 Market Street
Portfolio Philadelphia, PA 19103-1675
(Class Alpha 2)

Janney Montgomery Scott Janney Montgomery Scott 100
Government Obligations Money 1801 Market Street
Market Portfolio Philadelphia, PA 19103-1675
(Class Alpha 3)
</TABLE>

30
<PAGE>

PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
<S> <C> <C>
Janney Montgomery Scott Janney Montgomery Scott 100
New York Municipal Money 1801 Market Street
Market Portfolio Philadelphia, PA 19103-1675
(Class Alpha 4)

</TABLE>

As of the above date, directors and officers as a group owned less than one
percent of the shares of RBB.

Litigation. There is currently no material litigation affecting RBB.

31
<PAGE>

[LOGO OF N/I FAMILY OF MUTUAL FUNDS APPEARS HERE]

[LOGO OF N/I FAMILY OF MUTUAL FUNDS
One Memorial Drive APPEARS HERE]
Cambridge, MA 02142

1-800-numeric [686-3742]
http://www.numeric.com

INVESTMENT ADVISER
Numeric Investors L.P.
One Memorial Drive
Cambridge, MA 02142

CO-ADMINISTRATORS n/i Micro Cap Fund
Bear Stearns Funds Management Inc.
245 Park Avenue, 15th floor n/i Growth Fund
New York, NY 10167
n/i Growth & Value Fund
PFPC Inc.
Bellevue Corporate Center
400 Bellevue Parkway
Wilmington, DE 19809

DISTRIBUTOR
Counsellors Funds Services, Inc.
466 Lexington Avenue
New York, NY 10017

CUSTODIAN
Custodial Trust Company
101 Carnegie Center
Princeton, NJ 05840

TRANSFER AGENT
PFPC Inc.
Bellevue Corporate Center
400 Bellevue Parkway
Wilmington, DE 19809

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand, L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103

COUNSEL
Ballard Spahr Andrews & Ingersoll Annual Report
1735 Market Street August 31, 1996
Philadelphia, PA 19103

This report is submitted for the general information of the shareholders of each
Fund.It is not authorized for the distribution to prospective investors in each
Fund unless it is preceded or accompanied by a current prospectus which includes
details regarding each Fund's objectives, policies and other information. Total
return is based on historical results and is not intended to indicate future
performance. The investment return and principal value of an investment in each
Fund will fluctuate, so that an investor's shares, when redeemed, may be worth
more or less than original cost.
<PAGE>

[LOGO OF N/I FAMILY OF MUTUAL FUNDS APPEARS HERE]

Micro Cap Fund
Growth Fund
Growth & Value Fund

Letter To Shareholders

October 2, 1996

Fellow Shareholder:

We are pleased to be sending you the first annual report of the N/I FAMILY OF
MUTUAL FUNDS. Our objective for each annual report will be to discuss the
performance of the markets and the economy, the relative performance of your
portfolio, and some of the quantitative characteristics and insights of our
research. Despite the short three month duration of our first fiscal year, we
have some interesting things to tell you.

Each of the funds started on June 3, at the beginning of one of the worst growth
stock corrections of this decade. This turbulence, which lasted through July,
was harmful to absolute returns as it is our policy to be always virtually fully
invested. A steady influx of cash from new investors cushioned some of the pain,
however, by allowing us to find stocks which were becoming increasingly
attractive as the market fell. Buying into this weakness was productive as our
relative performance was generally good over this period.

MARKET AND ECONOMIC COMMENTARY

This Summer's market correction deflated a "mini-bubble" which had taken many
concept-driven stocks to stratospheric price/earnings multiples. Examples (none
of which were held by our mutual funds) include Iomega, a disk drive
manufacturer, Presstek, a developer of a new printing process, and Diana, a food
distributor dabbling in telecommunications equipment. These stocks were bid up
to prices of up to fifty times REVENUES, or more, on only modest improvement in
their underlying earnings prospects or growth rates. The correction was
precipitated by concerns about the sustainability of profit growth in the
technology sector, and exaggerated by the extraordinary levels of
over-valuation. Investors focused on the level of demand for personal computers
and weak pricing due to capacity increases in the semiconductor industry. Also
bothersome was how the Fed would decide between election year stimulus and
growth-driven restraint. In our view, the bias is now toward restraint as
earnings growth continues to be quite good with many more companies reporting
earnings ahead of expectations. Other indicators of strength are high capacity
utilization, indicating price pressure may not be far off, and the prospect of
higher wage inflation, which has been remarkably low for many years, signaling
the potential for cost-push price increases.

The weak market also threw cold water on the sizzling hot initial public
offering (IPO) market of the past eighteen months. Although the returns of our
Growth and Micro Cap funds which qualify for these issues were helped, to a
limited degree, by participation in small number of IPOs, we limited our
investment in these issues to less than 1% of your portfolio value.

The U.S. stock market has been remarkably tame over the past few years, so we
were overdue for the reversion to more historically normal volatility. Please be
prepared for more significant fluctuation in the value of your stock investments
than you might have become accustomed to over the past few years. This nirvana
of low inflation and high profit growth is unsustainable.

The story for the rest of 1996 will be on what course the Fed decides and the
outcome of the Congressional elections.

QUANTITATIVE RESEARCH

In general, our stock selection models performed well during this abbreviated
three month period, particularly in the smaller capitalization area of the
market. The market rewarded the fundamental improvement of many of the stocks
our Estrend(TRADE MARK) model ranks most highly. Recall that this model
evaluates the degree to which Wall Street security analysts are changing

1
<PAGE>

their earnings forecasts for the stocks they follow. The market usually rewards
such stocks if Fed policy is stable. When the Fed decides to change its position
to become more restrictive or more accommodative, however, Estrend(TRADE MARK)
often works less well as two things occur. First, the market pays less attention
to recent analysts' earnings estimate revisions, believing that economic shifts
render such changes less relevant. Second, the trends in revisions to these
estimates are shorter-lived as the perception of a change in the economic
landscape leads analysts to change the macroeconomic assumptions in their
models. The change in the macro assumptions can frequently overwhelm the
microeconomic changes which Estrend(TRADE MARK) is so good at forecasting. When
Estrend(TRADE MARK) works poorly, however, more often than not, the Fair Value
model, which measures the relative cheapness of a stock, is working quite well
and it compensates for the underperformance of Estrend(TRADE MARK). It is this
complementary pattern of returns between the Estrend(TRADE MARK) and Fair Value
models which gives us the ability to earn good returns for your portfolio when
one of the models is performing poorly.

PORTFOLIO RETURNS

The Growth Portfolio earned a return of -1.33% for the three month period ending
August 31, 1996. Although the returns were negative, they were significantly
better than the benchmark Russell 2500 Growth Index (an unmanaged index of
smaller capitalization growth stocks) return of -8.56%. Good relative
performance can be attributed to both of our stock selection models which were
particularly effective in picking up bargains as the market fell in June and
July. Successful investments were made in technology and consumer cyclical
companies, with most of the relative emphasis of portfolio capital placed in
these areas.

The Growth & Value Portfolio returned -3.67% for the period ending August 31,
1996, compared with its benchmark, the Standard & Poor's MidCap 400 Index (an
unmanaged index of middle capitalization stocks), which returned -2.87%. The
shortfall relative to the index was caused by overweighted positions in oil
refiners, personal computer manufacturers and commercial airlines. We stand by
our focus on these industries as we believe the market has unfairly penalized
these groups in the short term.

The Micro Cap Portfolio earned a return of -2.75% over the period ending August
31, 1996. This return compares favorably with the -11.84% return of the Russell
2000 Growth Index, an unmanaged index of smaller capitalization growth stocks.
This outperformance was earned due to good performance by our stock selection
models, especially in the technology and consumer cyclical sectors, and the
presence of good buying opportunities as the market moved down in June and July.
We continue to hold modestly overweighted positions in technology (about 30% of
capital), and consumer non-cyclical stocks (19% of capital).

Thank you for your investment in our funds. We stand by our commitment to i)
strictly limiting the size of our funds to optimize the returns we can deliver
to you, ii) keeping our expenses significantly below the industry norm and not
wasting your investment assets on sales and marketing fees and loads and iii)
managing an investment program which is the product of leading edge research.

Respectfully,

/s/ JOHN C. BOGLE, JR.

John C. Bogle, Jr.
Director of Portfolio Management
Numeric Investors L.P.

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MICRO CAP FUND
PORTFOLIO OF INVESTMENTS
AUGUST 31, 1996

AEROSPACE--1.8%
7,600 BE Aerospace, Inc.* ......................... $ 125,400
6,400 Rohr, Inc.* ................................. 133,600
-----------
259,000
-----------
AIR TRANSPORT--1.0%
10,000 Atlantic Coast Airlines, Inc.*/** ........... 145,000
-----------
AUTOMOBILE PARTS & EQUIPMENT--2.9%
13,900 Excel Industries Inc. ....................... 215,450
8,300 Standard Products Co. (The) ................. 190,900
-----------
406,350
-----------
COMPUTER COMPONENTS--4.3%
11,500 Chips & Technologies, Inc. .................. 127,219
6,000 Documentum, Inc.** .......................... 151,500
10,800 Innovex, Inc. ............................... 179,550
3,800 Radisys Corp.** ............................. 141,075
-----------
599,344
-----------
COMPUTERS--0.7%
7,400 Xircom, Inc.* ............................... 94,813
-----------
COMPUTERS & OFFICE EQUIPMENT--2.1%
8,400 Auspex Systems, Inc.* ....................... 132,300
5,600 ENCAD, Inc.* ................................ 162,400
-----------
294,700
-----------
COMPUTERS, SOFTWARE & SERVICING--12.6%
8,600 AXENT Technologies, Inc.* ................... 146,200
8,500 CIBER, Inc.*/** ............................. 214,625
300 Citrix Systems, Inc.* ....................... 12,600
5,700 Computer Learning Centers, Inc.*/** ......... 165,300
8,100 Digital Link Corp.* ......................... 125,550
4,700 HMT Technology Corp.*/** .................... 84,600
3,800 Legato Systems, Inc.*/** .................... 150,100
5,600 Manugistics Group, Inc.* .................... 154,700
7,800 Scopus Technology, Inc.* .................... 142,350
5,800 SPSS Inc.* .................................. 138,475
600 Systemsoft Corp.* ........................... 19,500
3,500 Vantive Corp. (The)*/** ..................... 154,000

- --------------------------------------------------------------------------------
MARKET
SHARES VALUE
- ------------------------------------------------------------------------------
COMPUTERS, SOFTWARE & SERVICING--(CONTINUED)
2,700 Viasoft, Inc.* .............................. $ 160,650
2,900 Visio Corp.* ................................ 104,400
-----------
1,773,050
-----------
COSMETICS--0.9%
9,300 Herbalife International, Inc. ............... 120,900
-----------
ELECTRICAL EQUIPMENT--4.9%
14,500 Columbus McKinnon Corp. ..................... 206,625
3,500 Fluke Corp. ................................. 125,125
5,100 Hughes Supply, Inc. ......................... 197,625
7,400 Robbins & Myers, Inc.** ..................... 162,800
-----------
692,175
-----------
ELECTRONICS--5.4%
5,200 Digital Microwave Corp.* .................... 86,450
6,700 DII Group, Inc.*/** ......................... 195,975
3,500 ETEC Systems, Inc.* ......................... 106,750
7,500 General Scanning Inc.* ...................... 112,000
5,500 Interpoint Corp.* ........................... 61,875
3,500 Waters Corp.*/** ............................ 109,813
2,800 Wyle Electronics ............................ 90,300
-----------
763,163
-----------
FINANCIAL SERVICES--0.8%
4,300 Cityscape Financial Corp.*/** ............... 118,250
-----------
FOOD & AGRICULTURE--2.1%
5,600 Interstate Bakeries Corp. ................... 169,400
4,600 Smithfield Foods, Inc.* ..................... 127,650
-----------
297,050
-----------
HOSPITAL MANAGEMENT--1.3%
8,700 FPA Medical Management, Inc.*/** ............ 181,613
-----------
HOUSEHOLD PRODUCTS--2.3%
7,500 Central Garden & Pet Co.* ................... 184,688
5,200 Libbey Inc.** ............................... 145,600
-----------
330,288
-----------
HOUSING--1.3%
9,800 Continental Homes Holding Corp.** ........... 188,650
-----------

The accompanying notes are an integral part of the financial statements.

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MICRO CAP FUND
PORTFOLIO OF INVESTMENTS (CONTINUED)
AUGUST 31, 1996

- --------------------------------------------------------------------------------
MARKET
SHARES VALUE
- -------------------------------------------------------------------------------
INSURANCE - LIFE--1.4%
6,400 Security - Connecticut Corp. ................ $ 193,600
-----------
INSURANCE - PROPERTY & CASUALTY--1.5%
6,500 Selective Insurance Group, Inc. ............. 209,625
-----------
LEISURE & ENTERTAINMENT--2.2%
7,300 Coastcast Corp.** ........................... 159,687
3,400 GT Bicycles, Inc.* .......................... 38,675
6,700 Harveys Casino Resorts ...................... 115,575
-----------
313,937
-----------
MACHINERY--0.8%
9,400 ADE Corp.* .................................. 105,750
-----------
MANUFACTURING INDUSTRIES--5.3%
6,300 Caraustar Industries, Inc. .................. 187,425
8,300 DT Industries, Inc. ......................... 217,875
5,900 Eltron International, Inc.* ................. 169,625
6,400 Ethan Allen Interiors, Inc. ................. 171,200
-----------
746,125
-----------
MEDICAL & MEDICAL SERVICES--1.2%
4,700 Renal Care Group, Inc.* ..................... 172,725
-----------
MEDICAL INSTRUMENTS & SUPPLIES--5.0%
9,300 Chad Therapeutics, Inc.*/** ................. 162,750
4,200 Hologic, Inc.*/** ........................... 166,950
7,200 STERIS Corp.* ............................... 221,400
8,000 VISX, Inc.* ................................. 155,000
-----------
706,100
-----------
METAL FABRICATING--0.9%
6,100 Varlen Corp.** .............................. 131,150
-----------
METAL MINING--2.8%
6,600 Olympic Steel, Inc.*/** ..................... 161,700
7,900 Oregon Metallurgical Corp.* ................. 235,025
-----------
396,725
-----------
METALS--0.7%
2,800 Reliance Steel & Aluminum Co. ............... 93,800
-----------
OIL & GAS FIELD EXPLORATION--3.0%
8,100 Belden & Blake Corp.* ....................... 166,050

- --------------------------------------------------------------------------------
MARKET
SHARES VALUE
- --------------------------------------------------------------------------------
OIL & GAS FIELD EXPLORATION--(CONTINUED)
12,200 Comstock Resources, Inc.* ................... $ 128,100
3,800 Energy Ventures, Inc.* ...................... 124,925
-----------
419,075
-----------
OIL, GAS FIELD SERVICES--0.8%
2,600 Seacor Holdings, Inc.*/** ................... 118,300
-----------
OPHTHALMIC GOODS--1.4%
5,500 Sola International Inc.* .................... 192,500
-----------
PHARMACEUTICALS--2.8%
8,400 Bindley Western Industries, Inc. ............ 149,100
10,100 Liposome Co., Inc. (The)*/** ................ 152,763
2,100 Medicis Pharmaceutical Corp.* ............... 85,870
-----------
387,733
-----------
RESTAURANTS--0.8%
4,200 CKE Restaurants, Inc. ....................... 116,550
-----------
RETAIL - CATALOG & MAIL ORDER HOUSES--1.4%
13,600 Damark International, Inc. Class A* ......... 197,200
-----------
RETAIL - GROCERY STORES--0.9%
5,500 Riser Foods, Inc. Class A ................... 131,312
-----------
RETAIL - SPECIALTY--1.1%
5,900 Inacom Corp.*/** ............................ 159,300
-----------
RETAIL - SPECIALTY APPAREL--2.1%
6,600 American Eagle Outfitters, Inc.*/** ......... 135,300
21,100 Genesco, Inc.* .............................. 163,525
-----------
298,825
-----------
SERVICES - BUSINESS SERVICES--1.1%
9,600 Employee Solutions, Inc.*/** ................ 160,800
-----------
TELECOMMUNICATIONS--2.5%
10,900 AML Communications, Inc.* ................... 167,587
7,200 Brooktrout Technology, Inc.* ................ 180,000
-----------
347,587
-----------
TELECOMMUNICATIONS EQUIPMENT--0.8%
3,200 Davox Corp.* ................................ 108,800
-----------
TEXTILES--0.9%
7,700 Kellwood Co. ................................ 124,162
-----------

The accompanying notes are an integral part of the financial statements.

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MICRO CAP FUND
PORTFOLIO OF INVESTMENTS (CONCLUDED)
AUGUST 31, 1996

- ---------------------------------------------------------------------
MARKET
SHARES VALUE
- ---------------------------------------------------------------------

TOYS--0.7%
7,300 Equity Marketing, Inc.* ..................... $ 97,637
-----------
TRANSPORTATION--1.2%
7,800 USFreightways Corp. ......................... 161,850
-----------
WHOLESALE - FARM PRODUCTS--1.1%
4,400 Northland Cranberries, Inc. Class A ......... 158,400
-----------
WHOLESALE - SPECIALTY EQUIPMENT--2.0%
5,500 Tech Data Corp.* ............................ 145,750
5,100 U.S. Office Products Co.* ................... 135,150
-----------
280,900
-----------
Total Common Stocks
(Cost $12,171,239) ........................ 12,794,814
-----------

PRINCIPAL
AMOUNT
- ---------
SHORT-TERM INVESTMENTS--15.6%
U.S. TREASURY OBLIGATIONS--4.4%
U.S. Treasury Bills
130,000 5.155%(DAGGER), 10/17/96 .................. 129,197
500,000 5.180%(DAGGER), 10/17/96 .................. 496,913
-----------
Total U.S. Treasury Obligations
(Cost $625,859) ........................... 626,110
-----------
SHARES
------
MONEY MARKET FUNDS--7.2%
641,205 Federated Short-Term U.S.
Government Trust .......................... 641,205
366,797 The Treasurers Fund Inc.
U.S. Treasury Money Market
Portfolio ................................. 366,797
-----------
Total Money Market Funds
(Cost $1,008,002) ......................... 1,008,002
-----------

- ---------------------------------------------------------------------
PRINCIPAL MARKET
AMOUNT VALUE
- ---------------------------------------------------------------------
REPURCHASE AGREEMENT--4.0%
570,838 Bear, Stearns Securities Corp.
(Agreement dated 08/30/96 to be
repurchased at $571,165,
collateralized by $1,730,000
Resolution Trust Corp.
Bonds 6.993% due 04/26/21.
Market value of collateral
is $585,214)
5.150%, 09/03/96 (Cost $570,838) .......... $ 570,838
-----------
Total Short-Term Investments
(Cost $2,204,699) ......................... 2,204,950
-----------
Total Investments -- 106.4%
(Cost $14,375,938) ........................ 14,999,764
Liabilities in Excess of
Other Assets -- (6.4%) .................... (899,664)
-----------
Net Assets -- 100.0% ........................ $14,100,100
===========

- -----------
* Non-income producing.
** Security or a portion thereof is out on loan.
+ Effective yield on the date of purchase.

The accompanying notes are an integral part of the financial statements.

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GROWTH FUND
PORTFOLIO OF INVESTMENTS
AUGUST 31, 1996

- --------------------------------------------------------------------------------
MARKET
SHARES VALUE
- -------------------------------------------------------------------------------
COMMON STOCKS--89.3%
AEROSPACE--0.7%
9,000 Rohr, Inc.* ................................. $ 187,875
-----------
AIR TRANSPORT--0.7%
7,800 Continental Airlines, Inc. Class B*/** ...... 176,475
-----------
AUTOMOBILE PARTS & EQUIPMENT--1.6%
27,400 Excel Industries Inc. ....................... 424,700
-----------
BROKERAGE--1.0%
12,200 Lehman Brothers Holdings Inc. ............... 257,725
-----------
CHEMICALS--1.5%
8,100 Arcadian Corp. .............................. 178,200
6,600 Cytec Industries, Inc.*/** .................. 229,350
-----------
407,550
-----------
COMMERCIAL SERVICES--1.9%
1,300 APAC Teleservices, Inc.*/** ................. 57,525
5,200 Quintiles Transnational Corp.* .............. 393,250
1,500 Romac International, Inc.* .................. 46,500
-----------
497,275
-----------
COMPUTER & OFFICE EQUIPMENT--2.1%
12,600 Auspex Systems, Inc.* ....................... 198,450
12,300 ENCAD, Inc.* ................................ 356,700
-----------
555,150
-----------
COMPUTER COMPONENTS--0.4%
4,600 Komag, Inc.* ................................ 97,750
-----------
COMPUTERS--2.8%
3,900 Dell Computer Corp.* ........................ 261,788
4,400 Storage Technology Corp.*/** ................ 166,650
25,800 Xircom, Inc.* ............................... 330,563
-----------
759,001
-----------
COMPUTERS, SOFTWARE & SERVICING--13.6%
11,800 CFI Proservices, Inc.*/** ................... 215,350
16,100 CIBER, Inc.*/** ............................. 406,525
7,800 Computer Associates
International, Inc. ....................... 409,500

- --------------------------------------------------------------------------------
MARKET
SHARES VALUE
- --------------------------------------------------------------------------------
COMPUTERS, SOFTWARE & SERVICING--(CONTINUED)
6,900 Compuware Corp.* ............................ $ 296,700
6,000 Gartner Group, Inc., Class A* ............... 187,500
16,300 GT Interactive Software Corp.*/** ........... 277,100
4,700 HMT Technology Corp.* ....................... 84,600
7,400 Legato Systems, Inc.*/** .................... 292,300
3,500 McAfee Associates, Inc.*/** ................. 208,688
1,600 Remedy Corp.* ............................... 72,800
11,600 Scopus Technology, Inc.* .................... 211,700
8,300 Vantive Corp. (The)* ........................ 365,200
5,800 Viasoft, Inc.* .............................. 345,100
7,600 Visio Corp.* ................................ 273,600
-----------
3,646,663
-----------
ELECTRICAL EQUIPMENT--4.2%
2,200 Belden, Inc. ................................ 59,675
10,700 Hughes Supply, Inc. ......................... 414,625
2,000 Kuhlman Corp. ............................... 33,000
10,800 Robbins & Myers, Inc.** ..................... 237,600
10,000 UCAR International Inc.* .................... 390,000
-----------
1,134,900
-----------
ELECTRONICS--5.8%
2,800 Atmel Corp.* ................................ 72,450
7,000 Eltron International, Inc.* ................. 201,250
5,600 ETEC Systems, Inc.* ......................... 170,800
11,500 MEMC Electronic Materials, Inc.* ............ 405,375
7,200 SCI Systems, Inc.*/** ....................... 321,300
7,700 Waters Corp.* ............................... 241,588
4,500 Wyle Electronics ............................ 145,125
-----------
1,557,888
-----------
ENTERTAINMENT--0.4%
2,900 MGM Grand, Inc.* ............................ 109,475
-----------
FINANCIAL SERVICES--1.2%
11,300 Cityscape Financial Corp.*/** ............... 310,750
-----------
GAS TRANSPORTATION & DISTRIBUTION--0.8%
6,000 Eastern Enterprises** ....................... 219,750
-----------

The accompanying notes are an integral part of the financial statements.

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GROWTH FUND
PORTFOLIO OF INVESTMENTS (CONTINUED)
AUGUST 31, 1996

- --------------------------------------------------------------------------------
MARKET
SHARES VALUE
- --------------------------------------------------------------------------------
HOSPITAL MANAGEMENT--1.6%
10,200 FPA Medical Management, Inc.*/** ............ $ 212,925
5,700 Lincare Holdings, Inc.* ..................... 212,681
-----------
425,606
-----------
HOTELS--0.4%
3,800 Promus Hotel Corp.* ......................... 114,475
-----------
HOUSEHOLD PRODUCTS--0.4%
5,300 Eagle Hardware & Garden, Inc.*/** ........... 117,925
-----------
HOUSING--1.0%
13,700 Continental Homes Holding Corp.** ........... 263,725
-----------
INSURANCE--2.8%
6,500 American Bankers Insurance
Group, Inc. ............................... 308,750
16,400 Fremont General Corp.** ..................... 444,850
-----------
753,600
-----------
INSURANCE - PROPERTY & CASUALTY--1.0%
4,200 CMAC Investment Corp. ....................... 262,500
-----------
LEISURE & ENTERTAINMENT--1.0%
11,600 Coastcast Corp.*/** ......................... 253,750
-----------
MACHINERY--0.8%
5,800 Harnischfeger Industries, Inc.** ............ 218,950
-----------
MANUFACTURED HOUSING--1.1%
13,000 Redman Industries, Inc.* .................... 292,500
-----------
MANUFACTURING INDUSTRIES--1.0%
8,700 Foamex International, Inc.*/** .............. 135,394
3,300 Oakley, Inc.*/** ............................ 135,300
-----------
270,694
-----------
MEDICAL & MEDICAL SERVICES--1.4%
8,200 Oxford Health Plans, Inc.*/** ............... 375,150
-----------

- --------------------------------------------------------------------------------
MARKET
SHARES VALUE
- --------------------------------------------------------------------------------
MEDICAL INSTRUMENTS & SUPPLIES--6.8%
2,700 Coherent, Inc.* ............................. $ 105,975
8,900 Guidant Corp. ............................... 451,675
5,700 Hologic, Inc.* .............................. 226,575
6,600 Invacare Corp.* ............................. 199,650
5,500 Safeskin Corp.* ............................. 178,750
14,200 STERIS Corp.* ............................... 436,650
11,400 VISX, Inc.* ................................. 220,875
-----------
1,820,150
-----------
METAL MINING--2.3%
2,000 AK Steel Holding Corp.** .................... 74,500
10,800 Olympic Steel, Inc.*/** ..................... 264,600
9,200 Oregon Metallurgical Corp.* ................. 273,700
-----------
612,800
-----------
OFFICE FURNITURE--0.8%
5,700 Herman Miller, Inc. ......................... 213,839
-----------
OIL & GAS FIELD EXPLORATION--1.3%
34,300 Comstock Resources, Inc.* ................... 360,150
-----------
OIL EQUIPMENT & SERVICES--3.9%
6,700 Camco International, Inc. ................... 226,962
8,600 Cooper Cameron Corp.* ....................... 453,650
10,800 Energy Ventures, Inc.* ...................... 355,050
-----------
1,035,662
-----------
OIL INTERNATIONAL--1.2%
8,300 Helmerich & Payne, Inc.** ................... 327,850
-----------
OIL, GAS FIELD SERVICES--0.9%
5,100 Seacor Holdings, Inc.* ...................... 232,050
-----------
OPHTHALMIC GOODS--1.7%
12,700 Sola International, Inc.* ................... 444,500
-----------
PHARMACEUTICALS--0.7%
4,700 Medicis Pharmaceutical Corp.* ............... 192,186
-----------

The accompanying notes are an integral part of the financial statements.

7
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GROWTH FUND
PORTFOLIO OF INVESTMENTS (CONCLUDED)
AUGUST 31, 1996

- --------------------------------------------------------------------------------
MARKET
SHARES VALUE
- --------------------------------------------------------------------------------
<S> <C> <C>
RETAIL - CATALOG & MAIL ORDER HOUSES--0.9%
16,600 Damark International, Inc. Class A* ......... $ 240,700
-----------
RETAIL - GENERAL MERCHANDISE--1.0%
12,700 Stein Mart, Inc.* ........................... 265,112
-----------
RETAIL - GROCERY STORES--1.2%
7,100 Vons Cos., Inc. (The)* ...................... 314,175
-----------
RETAIL - SPECIALTY--4.1%
3,550 CDW Computer Centers, Inc.*/** .............. 230,750
5,800 CompUSA Inc.*/** ............................ 232,725
14,700 Inacom Corp.*/** ............................ 396,900
7,200 Rexall Sundown, Inc.*/** .................... 249,300
-----------
1,109,675
-----------
RETAIL - SPECIALTY APPAREL--2.4%
1,600 Claire's Stores, Inc. ....................... 52,800
7,100 Ross Stores, Inc. ........................... 273,350
6,100 TJX Cos., Inc. .............................. 195,200
3,400 Wet Seal, Inc. (The)* ....................... 124,100
-----------
645,450
-----------
SERVICES - BUSINESS SERVICES--0.6%
9,900 Employee Solutions, Inc.*/** ................ 165,825
-----------
TELECOMMUNICATIONS--1.1%
12,200 Brooktrout Technology, Inc.* ................ 305,000
-----------
TELECOMMUNICATIONS EQUIPMENT--4.0%
5,700 Ascend Communications, Inc.* ................ 298,537
6,600 Aspect Telecommunications Corp.*/** ......... 343,200
9,800 Digital Microwave Corp.* .................... 162,925
5,400 DSP Communications, Inc.* ................... 274,725
-----------
1,079,387
-----------
TEXTILES--0.5%
8,300 Kellwood Co. ................................ 133,837
-----------
TOYS--0.3%
2,800 Lewis Galoob Toys, Inc.* .................... 73,500
-----------

PRINCIPAL
AMOUNT
- ---------

SHORT-TERM INVESTMENTS--12.7%
U.S. TREASURY OBLIGATIONS --5.8%
1,550,000 U.S. Treasury Bills
5.105%(DAGGER), 10/17/96
(Cost $1,539,899) ......................... 1,540,430
-----------
SHARES
------

MONEY MARKET FUNDS--6.9%
880,314 Federated Short-Term U.S. Government
Trust ..................................... 880,314
978,189 The Treasurers Fund Inc.
U.S. Treasury Money Market
Portfolio ................................. 978,189
-----------
Total Money Market Funds
(Cost $1,858,503) ......................... 1,858,503
-----------
Total Short-Term Investments
(Cost $3,398,402) ......................... 3,398,933
-----------
Total Investments -- 102.0%
(Cost $26,246,685) ........................ 27,303,883
Liabilities in Excess of
Other Assets -- (2.0%) .................... (548,151)
-----------
Net Assets -- 100.0% $26,755,732
===========
</TABLE>
- -----------------------
* Non-income producing.
** Security or a portion thereof is out on loan.
(DAGGER) Effective yield on the date of purchase.

The accompanying notes are an integral part of the financial statements.

8
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GROWTH & VALUE FUND
PORTFOLIO OF INVESTMENTS
AUGUST 31, 1996

AEROSPACE--0.8%
600 McDonnell Douglas Corp. ..................... $ 30,075
-----------
AIR TRANSPORT--3.1%
2,000 Continental Airlines, Inc. Class B*/** ...... 45,250
500 Delta Air Lines, Inc. ....................... 35,438
1,000 Northwest Airlines Corp.*/** ................ 37,750
-----------
118,438
-----------
AUTOMOBILE PARTS & EQUIPMENT--0.9%
900 Borg-Warner Automotive, Inc. ................ 33,750
-----------
AUTOMOBILES & TRUCKS--2.0%
2,600 Chrysler Corp. .............................. 75,725
-----------
BROKERAGE--2.9%
1,200 Bear Stearns Companies Inc. (The) ........... 28,050
1,100 Donaldson, Lufkin & Jenrette, Inc. .......... 34,788
2,200 Lehman Brothers Holdings Inc. ............... 46,475
-----------
109,313
-----------
CHEMICALS--2.5%
600 Cabot Corp. ................................. 16,500
400 Dow Chemical Co. ............................ 31,900
900 Engelhard Corp. ............................. 18,338
2,200 Terra Industries Inc. ....................... 29,150
-----------
95,888
-----------
COMMERCIAL SERVICES--2.0%
1,400 Measurex Corp. .............................. 38,500
1,000 Ogden Corp. ................................. 19,625
600 PHH Corp. ................................... 17,325
-----------
75,450
-----------
COMPUTER & OFFICE EQUIPMENT--1.0%
600 Harris Corp.** .............................. 36,900
-----------
COMPUTER COMPONENTS--1.9%
1,600 Komag, Inc.* ................................ 34,000
1,100 Western Digital Corp. ....................... 38,638
-----------
72,638
-----------
<CAPTION>

- --------------------------------------------------------------------------------
MARKET
SHARES VALUE
- --------------------------------------------------------------------------------
<S> <C> <C>
COMPUTERS--4.4%
1,300 Compaq Computer Corp.* ...................... $ 73,613
800 Dell Computer Corp.* ........................ 53,700
900 Gateway 2000, Inc.* ......................... 40,106
-----------
167,419
-----------
COMPUTERS, SOFTWARE & SERVICING--4.1%
400 Cisco Systems, Inc.* ........................ 21,100
1,400 Computer Associates
International, Inc. ....................... 73,500
600 Compuware Corp.* ............................ 25,800
2,000 GT Interactive Software Corp.** ............. 34,000
-----------
154,400
-----------
ELECTRICAL EQUIPMENT--2.0%
1,500 Tektronix, Inc. ............................. 58,125
500 UCAR International Inc.* .................... 19,500
-----------
77,625
-----------
ELECTRICAL MACHINERY, EQUIPMENT
& SUPPLIES--0.6%
400 Tecumseh Products Co. Class A ............... 21,000
-----------
ELECTRONICS--3.0%
700 Johnson Controls, Inc. ...................... 49,350
1,000 MEMC Electronic Materials, Inc. ............. 35,250
700 SCI Systems, Inc.*/** ....................... 31,238
-----------
115,838
-----------
ENTERTAINMENT--0.8%
900 King World Productions, Inc.* ............... 31,725
-----------
FINANCIAL SERVICES--4.7%
1,200 Countrywide Credit Industries, Inc. ......... 28,950
1,200 First USA, Inc. ............................. 63,600
1,700 Greenpoint Financial Corp. .................. 60,563
300 Textron Inc. ................................ 25,612
-----------
178,725
-----------
FOOD & AGRICULTURE--1.8%
1,300 ConAgra, Inc. ............................... 54,762
500 Interstate Bakeries Corp. ................... 15,125
-----------
69,887
-----------
</TABLE>

The accompanying notes are an integral part of the financial statements.

9
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GROWTH & VALUE FUND
PORTFOLIO OF INVESTMENTS (CONTINUED)
AUGUST 31, 1996

- --------------------------------------------------------------------------------
MARKET
SHARES VALUE
- --------------------------------------------------------------------------------
<S> <C> <C>
GRAIN MILLS PRODUCTS--2.2%
1,995 Archer-Daniels-Midland Co. .................. $ 35,411
2,000 IBP, Inc. ................................... 46,750
-----------
82,161
-----------
GREETING CARDS--1.4%
2,100 American Greetings Corp. .................... 54,075
-----------
HOSPITAL MANAGEMENT--1.0%
800 Oxford Health Plans, Inc.*/** ............... 36,600
-----------
HOUSEHOLD FURNITURE--1.0%
1,100 Lancaster Colony Corp. ...................... 40,012
-----------
HOUSEHOLD PRODUCTS--0.7%
1,100 First Brands Corp. .......................... 25,025
-----------
INSURANCE--1.8%
500 Aetna Inc. .................................. 33,062
1,200 US LIFE Corp. ............................... 35,100
-----------
68,162
-----------
INSURANCE - PROPERTY & CASUALTY--1.1%
1,300 American Financial Group, Inc. .............. 40,462
-----------
MACHINERY--0.8%
800 Harnischfeger Industries, Inc.* ............. 30,200
-----------
MANUFACTURING INDUSTRIES--1.3%
1,300 Parker-Hannifin Corp. ....................... 50,700
-----------
MEDICAL INSTRUMENTS & SUPPLIES--2.4%
800 Beckman Instruments,Inc. .................... 29,500
600 Guidant Corp. ............................... 30,450
800 Mallinckrodt Group Inc. ..................... 32,400
-----------
92,350
-----------
METAL MINING--1.7%
1,700 AK Steel Holding Corp.*/** .................. 63,325
-----------
METALS - DIVERSIFIED--0.8%
500 Phelps Dodge Corp. .......................... 30,250
-----------

- --------------------------------------------------------------------------------
MARKET
SHARES VALUE
- --------------------------------------------------------------------------------
<S> <C> <C>
NATIONAL COMMERCIAL BANKS--2.7%
1,000 First Union Corp. ........................... $ 63,875
1,200 Union Planters Corp. ........................ 39,450
-----------
103,325
-----------
NATURAL GAS--0.4%
300 Columbia Gas System, Inc. (The) ............. 16,875
-----------
OIL & GAS FIELD EXPLORATION--0.6%
1,000 Parker & Parsley Petroleum Co. .............. 24,750
-----------
OIL DOMESTIC--2.2%
1,200 National Fuel Gas Co. ....................... 44,400
1,800 Valero Energy Corp. ......................... 38,025
-----------
82,425
-----------
OIL EQUIPMENT & SERVICES--1.2%
900 Cooper Cameron Corp. ........................ 47,475
-----------
OIL INTERNATIONAL--3.1%
900 Helmerich & Payne, Inc. ..................... 35,550
1,600 Occidental Petroleum Corp. .................. 37,200
2,200 USX-Marathon Group .......................... 45,925
-----------
118,675
-----------
PAPER & FOREST PRODUCTS--1.7%
500 Consolidated Papers, Inc. ................... 25,750
1,600 Fort Howard Corp.* .......................... 37,800
-----------
63,550
-----------
PHARMACEUTICALS--1.7%
500 Bristol-Myers Squibb Co. .................... 43,875
400 Schering-Plough Corp. ....................... 22,350
-----------
66,225
-----------
PRIMARY METAL PRODUCTS--1.3%
1,500 Trinity Industries, Inc. .................... 48,562
-----------
RETAIL - COMPUTER & COMPUTER
SOFTWARE STORES--0.8%
800 CompUSA Inc.*/** ............................ 32,100
-----------
RETAIL - SPECIALTY APPAREL--1.2%
1,200 Ross Stores, Inc. ........................... 46,200
-----------
</TABLE>

The accompanying notes are an integral part of the financial statements.

10
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GROWTH & VALUE FUND
PORTFOLIO OF INVESTMENTS (CONCLUDED)
AUGUST 31, 1996

- --------------------------------------------------------------------------------
MARKET
SHARES VALUE
- --------------------------------------------------------------------------------
<S> <C> <C>
SAVINGS & LOAN ASSOCIATION--1.0%
1,100 Washington Mutual, Inc. ..................... $ 39,875
-----------
TELECOMMUNICATIONS--2.7%
800 SBC Communications Inc. ..................... 37,300
1,600 Sprint Corp. ................................ 65,000
-----------
102,300
-----------
TELECOMMUNICATIONS EQUIPMENT--0.6%
400 U.S. Robotics Corp.* ........................ 21,000
-----------
TEXTILES--1.3%
1,100 Springs Industries, Inc. Class A ............ 49,638
-----------
TOBACCO--1.1%
1,600 RJR Nabisco Holdings Corp. .................. 42,200
-----------
TRANSPORTATION EQUIPMENT--2.3%
700 CSX Corp. ................................... 35,437
500 GATX Corp. .................................. 23,125
1,000 Illinois Central Corp. ...................... 30,250
-----------
88,812
-----------
UTILITIES--9.4%
1,300 Ameritech Corp. ............................. 67,112
2,200 Entergy Corp. ............................... 55,825
3,200 Montana Power Co.** ......................... 69,200
2,600 New York State Electric & Gas Corp.** ....... 55,900
2,200 Unicom Corp. ................................ 50,600
1,900 Washington Water Power Co. .................. 35,150
900 Western Resources, Inc. ..................... 26,437
-----------
360,224
-----------
WHOLESALE - GROCERIES &
GENERAL LINE--1.5%
2,000 Supervalu, Inc. ............................. 56,250
-----------
Total Common Stocks
(Cost $3,479,554) ......................... 3,488,579
-----------
<CAPTION>

- --------------------------------------------------------------------------------
PRINCIPAL MARKET
AMOUNT VALUE
- --------------------------------------------------------------------------------
<S> <C> <C>
SHORT-TERM INVESTMENT--11.4%
U.S. TREASURY OBLIGATIONS--5.2%
U.S. Treasury Bills
100,000 5.015%(DAGGER), 10/17/96 .................. $ 99,383
100,000 5.155%(DAGGER), 10/17/96 .................. 99,383
-----------
Total U.S. Treasury Obligations
(Cost $198,690) ........................... 198,766
-----------
SHARES
- ----------

MONEY MARKET FUND--3.2%
123,110 The Treasurers Fund Inc.
U.S. Treasury Money Market
Portfolio (Cost $123,110) ................. 123,110
-----------
PRINCIPAL
AMOUNT
- -----------

REPURCHASE AGREEMENT--3.0%
114,146 Bear, Stearns Securities Corp.
(Agreement dated 08/30/96 to be
repurchased at $114,211,
collateralized by $350,000
Resolution Trust Corp. Bonds
6.993% due 04/26/21. Market
value of collateral is $118,396)
5.150%, 09/03/96 (Cost $114,146) ........... 114,146
-----------
Total Short-Term Investments
(Cost $435,946) ........................... 436,022
-----------
Total Investments -- 102.9%
(Cost $3,915,500) ......................... 3,924,601
Liabilities in Excess of
Other Assets -- (2.9%) .................... (111,451)
-----------
Net Assets -- 100.0% ........................ $ 3,813,150
===========
</TABLE>
- --------------------
* Non-income producing.
** Security or a portion thereof is out on loan.
(DAGGER) Effective yield on the date of purchase.

The accompanying notes are an integral part of the financial statements.

11
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STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 1996

MICRO CAP GROWTH GROWTH & VALUE
FUND FUND FUND
------------ ------------- --------------
<S> <C> <C> <C>
ASSETS
Investments, at value (cost -- $14,375,938, $26,246,685,
$3,915,500, respectively) ..................................... $14,999,764 $27,303,883 $3,924,601
Receivable for Fund shares sold .................................. 112,089 571,079 50,343
Receivable for investments sold .................................. 5,460 55,440 11,304
Receivable from investment adviser ............................... 1,697 -- 5,796
Dividends and interest receivable ................................ 8,120 14,847 5,892
Prepaid expenses and other assets ................................ 11,565 11,616 11,314
----------- ----------- ----------
Total assets .................................................. 15,138,695 27,956,865 4,009,250
----------- ----------- ----------
LIABILITIES
Payable for investments purchased ................................ 1,011,851 1,143,778 176,538
Payable for Fund shares repurchased .............................. -- 19,751 --
Accrued expenses and other liabilities ........................... 26,744 37,604 19,562
----------- ----------- ----------
Total liabilities ............................................. 1,038,595 1,201,133 196,100
----------- ----------- ----------
NET ASSETS
Capital stock, $0.001 par value .................................. 1,208 2,259 330
Paid-in capital .................................................. 14,112,914 26,228,556 3,809,457
Undistributed net investment income .............................. 13,553 22,490 9,319
Accumulated net realized loss from investments ................... (651,401) (554,771) (15,057)
Net unrealized appreciation on investments ....................... 623,826 1,057,198 9,101
----------- ----------- ----------
Net assets applicable to shares outstanding ................... $14,100,100 $26,755,732 $3,813,150
=========== =========== ==========

Net assets ....................................................... $14,100,100 $26,755,732 $3,813,150
----------- ----------- ----------
Shares outstanding ............................................... 1,208,365 2,259,414 329,787
----------- ----------- ----------
Net asset value, offering and redemption price per share ......... $11.67 $11.84 $11.56
=========== =========== ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.

12
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STATEMENT OF OPERATIONS
FOR THE PERIOD JUNE 3, 1996* THROUGH AUGUST 31, 1996

MICRO CAP GROWTH GROWTH & VALUE
FUND FUND FUND
------------ ------------- --------------
<S> <C> <C> <C>
INVESTMENT INCOME
Dividends ...................................................... $ 10,604 $ 10,225 $ 9,682
Interest ....................................................... 21,562 43,733 4,561
--------- ---------- ---------
32,166 53,958 14,243
--------- ---------- ---------

EXPENSES
Advisory fees .................................................. 13,959 23,596 3,693
Co-Administration fees ......................................... 19,055 19,698 18,162
Administrative services fees ................................... 2,789 4,719 738
Federal and state registration fees ............................ 10,367 15,834 5,682
Transfer agent fees and expenses ............................... 8,700 8,700 8,600
Custodian fees and expenses .................................... 5,567 6,065 3,786
Printing ....................................................... 2,439 2,439 2,411
Audit and legal fees ........................................... 777 869 674
Other .......................................................... 715 769 533
--------- ---------- ---------
Total expenses before waivers and reimbursements ............ 64,368 82,689 44,279
Less: waivers and reimbursements ............................ (45,755) (51,221) (39,355)
--------- ---------- ---------
Total expenses after waivers and reimbursements ............. 18,613 31,468 4,924
--------- ---------- ---------
Net investment income .......................................... 13,553 22,490 9,319
--------- ---------- ---------
NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
Net realized loss from investments ............................. (651,401) (554,771) (15,057)
Net change in unrealized appreciation on investments ........... 623,826 1,057,198 9,101
--------- ---------- ---------
Net realized and unrealized gain/(loss) on investments ......... (27,575) 502,427 (5,956)
--------- ---------- ---------
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ... $ (14,022) $ 524,917 $ 3,363
========= ========== =========
</TABLE>
- ----------
*Commencement of operations.

The accompanying notes are an integral part of the financial statements.

13
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STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD JUNE 3, 1996* THROUGH AUGUST 31, 1996

MICRO CAP GROWTH GROWTH & VALUE
FUND FUND FUND
------------ ------------- --------------
<S> <C> <C> <C>
INCREASE/(DECREASE) IN NET ASSETS FROM
OPERATIONS
Net investment income .......................................... $ 13,553 $ 22,490 $ 9,319
Net realized loss from investments ............................. (651,401) (554,771) (15,057)
Net change in unrealized appreciation on investments ........... 623,826 1,057,198 9,101
----------- ----------- ----------
Net increase/(decrease) in net assets resulting
from operations ............................................ (14,022) 524,917 3,363
----------- ----------- ----------

Increase in net assets derived from capital share transactions .... 14,114,122 26,230,815 3,809,787
----------- ----------- ----------
Total increase in net assets ................................... 14,100,100 26,755,732 3,813,150

NET ASSETS
Beginning of period ............................................ -- -- --
----------- ----------- ----------
End of period .................................................. $14,100,100 $26,755,732 $3,813,150
=========== =========== ==========

- ----------
*Commencement of operations.
</TABLE>

The accompanying notes are an integral part of the financial statements.

14
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FINANCIAL HIGHLIGHTS
FOR THE PERIOD JUNE 3, 1996* THROUGH AUGUST 31, 1996

- --------------------------------------------------------------------------------
Contained below is per share operating performance data for each share
outstanding, total investment return, ratios to average net assets and other
supplemental data for the period. This information has been derived from
information provided in the financial statements.
- --------------------------------------------------------------------------------

MICRO CAP GROWTH GROWTH & VALUE
FUND FUND FUND
------------ ------------- --------------
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE**
Net asset value, beginning of period .............................. $ 12.00 $ 12.00 $ 12.00
-------- -------- -------
Net investment income(1) .......................................... 0.01 0.01 0.03
Net realized and unrealized loss on investments(2) ................ (0.34) (0.17) (0.47)
-------- -------- -------
Net decrease in net assets resulting from operations .............. (0.33) (0.16) (0.44)
-------- -------- -------
Net asset value, end of period .................................... $ 11.67 $ 11.84 $ 11.56
======== ======== =======
Total investment return(3) ........................................ (2.75)% (1.33)% (3.67)%
======== ======== =======
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) ......................... $ 14,100 $ 26,756 $ 3,813
Ratio of expenses to average net assets***(1)(4) .................. 1.00% 1.00% 1.00%
Ratio of net investment income to average net assets***(1)......... 0.73% 0.71% 1.89%
Portfolio turnover rate**** ....................................... 42.92% 19.21% 5.25%
Average commission rate per share(5) .............................. $ 0.0339 $ 0.0365 $0.0363
</TABLE>
- ----------
* Commencement of operations.
** Calculated based on shares outstanding on the first and last day of the
period, except for dividends and distributions, if any, which are based on
actual shares outstanding on the dates of distributions.
*** Annualized.
**** Not annualized.
(1) Reflects waivers and reimbursements.
(2) The amount shown for a share outstanding throughout the period is not in
accord with the change in the aggregate gains and losses in investments
during the period because of the timing of sales and repurchases of Fund
shares in relation to fluctuating net asset value during the period.
(3) Total return is calculated assuming a purchase of shares on the first day
and a sale of shares on the last day of each period reported and
includes reinvestments of dividends and distributions, if any. Total
return is not annualized.
(4) Without the waiver of advisory, administration and transfer agent fees and
without the reimbursement of certain operating expenses, the ratio of
expenses to average net assets annualized for the period ended August 31,
1996 would have been 3.45%, 2.62% and 8.98% for n/i Micro Cap Fund, n/i
Growth Fund, and n/i Growth & Value Fund, respectively.
(5) Computed by dividing the total amount of commissions paid by the total
number of shares purchased and sold during the period subject to
such commissions.

The accompanying notes are an integral part of the financial statements.

15
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MICRO CAP FUND
GROWTH FUND
GROWTH & VALUE FUND

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The RBB Fund, Inc. ("RBB") was incorporated under the laws of the State of
Maryland on February 29, 1988 and is registered under the Investment Company Act
of 1940, as amended, (the "Investment Company Act") as an open-end management
investment company. RBB is a "series fund", which is a mutual fund divided into
separate portfolios. Each portfolio is treated as a separate entity for certain
matters under the Investment Company Act, and for other purposes, and a
shareholder of one portfolio is not deemed to be a shareholder of any other
portfolio. Currently RBB has seventeen investment portfolios, including the n/i
FAMILY OF MUTUAL FUNDS ("n/i Family") which consists of three diversified
portfolios: n/i Micro Cap Fund, n/i Growth Fund and n/i Growth & Value Fund
(each a "Fund", collectively the "Funds").

RBB has authorized capital of thirty billion shares of common stock of which
12.35 billion are currently classified into sixty-six classes. Each class
represents an interest in one of seventeen investment portfolios of RBB. The
classes have been grouped into fifteen separate "families", eight of which have
begun investment operations, including the n/i Family, which commenced
operations on June 3, 1996.

PORTFOLIO VALUATION -- The net asset value of each Fund is determined as of 4:00
p.m. eastern time on each business day. Each Fund's securities are valued at the
last reported sales price on the national securities exchange or national
securities market on which such shares are primarily traded. If no sales are
reported, as in the case of some securities traded over-the-counter, portfolio
securities are valued at the mean between the last reported bid and asked
prices. Securities for which market quotations are not readily available are
valued at fair market value as determined in good faith by or under the
direction of RBB's Board of Directors. With the approval of RBB's Board of
Directors, each Fund may use a pricing service, bank or broker/dealer
experienced in such matters to value its securities. The preparation of
financial statements requires the use of estimates by management. Short-term
obligations with maturities of 60 days or less are valued at amortized cost
which approximates market value. Expenses and fees, including investment
advisory and administration fees are accrued daily and taken into account for
the purpose of determining the net asset value of each Fund.

REPURCHASE AGREEMENTS -- Each Fund has agreed to purchase securities from
financial institutions subject to the seller's agreement to repurchase them at
an agreed-upon time and price ("repurchase agreements"). The financial
institutions with whom each Fund enters into repurchase agreements are banks and
broker/dealers which Numeric Investors L.P. (the Funds' investment adviser or
"Numeric") considers creditworthy pursuant to criteria approved by RBB's Board
of Directors. The seller under a repurchase agreement will be required to
maintain the value of the securities as collateral, subject to the agreement at
not less than the repurchase price plus accrued interest. Numeric marks to
market daily the value of the collateral, and, if necessary, requires the seller
to maintain additional securities, to ensure that the value is not less than the
repurchase price. Default by or bankruptcy of the seller would, however, expose
each Fund to possible loss because of adverse market action or delays in
connection with the disposition of the underlying securities.

INVESTMENT TRANSACTIONS AND INVESTMENT INCOME -- Transactions are accounted for
on the trade date. The cost of investments sold is determined by use of the
specific identification method for both financial reporting and income tax
purposes in determining realized gains and losses on investments. Interest
income is recorded on an accrual basis. Dividend income is recorded on the
ex-dividend date. Expenses not directly attributable to a specific Fund are
allocated based on relative net assets of each Fund.

16
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MICRO CAP FUND
GROWTH FUND
GROWTH & VALUE FUND

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DIVIDENDS AND DISTRIBUTIONS -- Dividends from net investment income, if any,
will be declared and paid at least annually to shareholders. Distributions from
net realized capital gains, if any, will be distributed at least annually.
Income and capital gain distributions are determined in accordance with U.S.
federal income tax regulations which may differ from generally accepted
accounting principles.

U.S. FEDERAL TAX STATUS -- No provision is made for U.S. federal income taxes as
it is each Fund's intention to qualify for and elect the tax treatment
applicable to regulated investment companies under Subchapter M of the Internal
Revenue Code of 1986, as amended, and make the requisite distributions to its
shareholders which will be sufficient to relieve it from U.S. federal income and
excise taxes.

For U.S. Federal income tax purposes, realized capital losses incurred after
October 31, but within the fiscal year are deemed to arise on the first day of
the following fiscal year. For the period ended August 31, 1996, the n/i Micro
Cap Fund, n/i Growth Fund and n/i Growth & Value Fund incurred and elected to
defer such losses of $634,355, $527,801 and $15,057, respectively.

2. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

Numeric Investors L.P. serves as each Fund's investment adviser. For its
advisory services, Numeric is entitled to receive 0.75% of each Fund's average
daily net assets, computed daily and payable monthly.

The adviser has voluntarily agreed to limit each Fund's total operating expenses
for the current and the following fiscal year to the extent that such expenses
exceeded 1.00% of each Fund's average daily net assets. As necessary, this
limitation is effected in waivers of advisory fees and reimbursements of
expenses exceeding the advisory fee. For the period ended August 31, 1996,
investment advisory fees, waivers and reimbursements of expenses were as
follows:

<TABLE>
<CAPTION>
GROSS NET EXPENSE
FUND ADVISORY FEES WAIVER ADVISORY FEES REIMBURSEMENT
- ---- ------------- --------- ------------- --------------
<S> <C> <C> <C> <C>
n/i Micro Cap Fund ...... $13,959 $(13,959) -- $(16,152)
n/i Growth Fund ......... 23,596 (20,371) $3,225 (13,652)
n/i Growth & Value Fund . 3,693 (3,693) -- (21,812)
</TABLE>

The Funds will not pay Numeric at a later time for any amounts it may waive or
any amounts which Numeric has assumed.

PFPC Inc. ("PFPC"), an indirect wholly-owned subsidiary of PNC Bank, National
Association, and Bear Stearns Funds Management Inc. ("BSFM"), a wholly-owned
subsidiary of The Bear Stearns Companies Inc., serve as co-administrators for
each of the Funds. For providing administrative services PFPC is entitled to
receive a monthly fee equal to an annual rate of 0.125% of each Fund's average
daily net assets, subject to a minimum monthly fee of $6,250 per Fund. BSFM is
entitled to receive a monthly fee equal to an annual rate of 0.05% of each
Fund's average daily net assets.

17
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MICRO CAP FUND
GROWTH FUND
GROWTH & VALUE FUND

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

For the period ended August 31, 1996, PFPC, at their discretion, voluntarily
agreed to waive a portion of their co-administration fees for each of the Funds.
For the period ended August 31, 1996, PFPC's co-administration fees and related
waivers were as follows:

<TABLE>
<CAPTION>
GROSS PFPC NET PFFC
CO-ADMINISTRATION CO-ADMINISTRATION
FUND FEES WAIVERS FEES
- ---- ----------------- -------- -----------------
<S> <C> <C> <C>
n/i Micro Cap Fund ............ $18,125 $(9,063) $9,062
n/i Growth Fund ............... 18,125 (9,063) 9,062
n/i Growth & Value Fund ....... 17,917 (8,959) 8,958
</TABLE>

In addition, PFPC serves as each Fund's transfer and disbursing agent. PFPC, at
their discretion, voluntarily agreed to waive a portion of their transfer agency
fees for each of the Funds. For the period ended August 31, 1996, transfer
agency fees and waivers were as follows:

<TABLE>
<CAPTION>
GROSS NET
TRANSFER AGENCY TRANSFER AGENCY
FUND FEES WAIVERS FEES
- ---- --------------- -------- ---------------
<S> <C> <C> <C>
n/i Micro Cap Fund ............ $8,700 $(4,350) $4,350
n/i Growth Fund ............... 8,700 (4,350) 4,350
n/i Growth & Value Fund ....... 8,600 (4,300) 4,300
</TABLE>

Counsellors Funds Services, Inc. ("Counsellors"), a wholly-owned subsidiary of
Warburg, Pincus Counsellors, Inc., provides certain administrative services to
each of the Funds. As compensation for such administrative services, Counsellors
is entitled to receive a monthly fee equal to an annual rate of 0.15% of each
Funds average daily net assets.

For the period ended August 31, 1996 Counsellors has, at its discretion,
voluntarily agreed to waive a portion of its administrative services fees for
each of the Funds. For the period ended August 31, 1996, administrative services
fees and waivers were as follows:

<TABLE>
<CAPTION>
GROSS
ADMINISTRATIVE NET ADMINISTRATIVE
FUND SERVICES FEES WAIVERS SERVICES FEES
- ---- --------------- -------- ------------------
<S> <C> <C> <C>
n/i Micro Cap Fund ............ $2,789 $(2,231) $558
n/i Growth Fund ............... 4,719 (3,785) 934
n/i Growth & Value Fund ....... 738 (591) 147
</TABLE>

These fees are computed daily and paid monthly, and are subject to reduction in
any year to the extent that any Funds expenses exceed the most stringent limits
prescribed by the laws or regulations of any state in which the Funds' shares
are offered for sale.

18
<PAGE>

[LOGO OF N/I FAMILY OF MUTUAL FUNDS APPEARS HERE]

MICRO CAP FUND
GROWTH FUND
GROWTH & VALUE FUND

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3. INVESTMENT IN SECURITIES

For U.S. federal income tax purposes, the cost of securities owned at August 31,
1996 were $14,392,984, $26,273,655 and $3,915,500 for n/i Micro Cap Fund, n/i
Growth Fund, and n/i Growth & Value Fund, respectively. Accordingly, the net
unrealized appreciation/(depreciation) of investments are as follows:

<TABLE>
<CAPTION>
FUND APPRECIATION DEPRECIATION NET APPRECIATION
- ---- ------------ ------------ ----------------
<S> <C> <C> <C>
n/i Micro Cap Fund ........ $ 865,465 $(258,685) $ 606,780
n/i Growth Fund ........... 1,601,062 (570,834) 1,030,228
n/i Growth & Value Fund ... 129,809 (120,708) 9,101
</TABLE>

For the period ended August 31, 1996, aggregate purchases and sales of
investment securities (excluding short-term investments) were as follows:

<TABLE>
<CAPTION>
FUND PURCHASES SALES
- ---- ----------- ----------
<S> <C> <C>
n/i Micro Cap Fund ......................... $16,206,833 $3,384,161
n/i Growth Fund ............................ 26,198,179 2,795,290
n/i Growth & Value Fund .................... 3,622,731 128,146
</TABLE>

4. CAPITAL SHARE TRANSACTIONS

As of August 31, 1996 each Fund has 50,000,000 shares of $0.001 par value common
stock authorized.

Transactions in capital shares for the period June 3, 1996 (commencement of
operations) through August 31, 1996 were as follows:

<TABLE>
<CAPTION>
SALES REPURCHASES
----------------------- ---------------------
SHARES AMOUNT SHARES AMOUNT
--------- ----------- ------- ----------
<S> <C> <C> <C> <C>
n/i Micro Cap Fund .......... 1,217,175 $14,212,327 8,810 $ 98,205
n/i Growth Fund ............. 2,384,034 27,674,950 124,620 1,444,135
n/i Growth & Value Fund ..... 336,865 3,890,583 7,078 80,796
</TABLE>

19
<PAGE>

[LOGO OF N/I FAMILY OF MUTUAL FUNDS APPEARS HERE]

MICRO CAP FUND
GROWTH FUND
GROWTH & VALUE FUND

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

5. SECURITIES LENDING

Loans of securities are required at all times to be secured by collateral at
least equal to 102% of the market value of the securities on loan. However, in
the event of default or bankruptcy by the other party to the agreement,
realization and/or retention of the collateral may be subject to legal
proceedings. In the event that the borrower fails to return securities, and cash
collateral being maintained by the borrower is insufficient to cover the value
of loaned securities and provided such collateral insufficiency is not the
result of investment losses, the lending agent has agreed to pay the amount of
the shortfall to the Funds. The market value of securities on loan to brokers
and the related collateral cash and indemnification received at August 31, 1996,
was as follows:

<TABLE>
<CAPTION>
VALUE OF SECURITIES VALUE OF COLLATERAL
FUND ON LOAN AND INDEMNIFICATION
- ---- ------------------- -------------------
<S> <C> <C>
n/i Micro Cap Fund .............. $2,740,526 $2,839,810
n/i Growth Fund ................. 6,567,566 6,887,259
n/i Growth & Value Fund ......... 411,577 431,299
</TABLE>

The cash collateral was reinvested into repurchase agreements which was in turn
collateralized by Resolution Trust Corp. Mortgage Backed Obligations.

20
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF THE RBB FUND,INC:

We have audited the accompanying statements of assets and liabilities, including
the portfolio of investments, of the n/i Micro Cap Fund, n/i Growth Fund and n/i
Growth & Value Fund of The RBB Fund, Inc., as of August 31, 1996 and the related
statements of operations, the statements of changes in net assets and the
financial highlights for the period June 3, 1996 (commencement of operations)
through August 31, 1996. These financial statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of investments held by the
custodian and brokers as of August 31, 1996. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
n/i Micro Cap Fund, n/i Growth Fund and n/i Growth & Value Fund of The RBB Fund,
Inc., as of August 31, 1996 and the results of their operations, the changes in
their net assets and their financial highlights for the period June 3, 1996
(commencement of operations) through August 31, 1996, in conformity with
generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
October 15, 1996

21
<PAGE>

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits
---------------------------------

(a) Financial Statements:

(1) Included in Part A of the Registration Statement:

n/i classes

Included in Part B of the Registration Statement:

n/i Micro Cap Fund
n/i Growth Fund and
n/i Growth & Value Fund

Report of Independent Accountants.
Statement of Assets as of August 31, 1996.
Statement of Operations for the period ended
August 31, 1996.
Statement of Changes in Net Assets for the
period ended August 31, 1996.
Selected Per Share Data and Ratios.

Notes to Financial Statements

(b) Exhibits: See Note #
----------

(1) (a) Articles of Incorporation of Registrant 1

(b) Articles Supplementary of Registrant. 1

(d) Articles Supplementary of Registrant. 2

(e) Articles Supplementary of Registrant. 5

(f) Articles Supplementary of Registrant. 6

(g) Articles Supplementary of Registrant. 9

(h) Articles Supplementary of Registrant. 10

(i) Articles Supplementary of Registrant. 14

(j) Articles Supplementary of Registrant. 14

<PAGE>

See Note #
----------

(k) Articles Supplementary of Registrant. 19

(l) Articles Supplementary of Registrant. 19

(m) Articles Supplementary of Registrant. 19

(n) Articles Supplementary of Registrant. 19

(o) Articles Supplementary of Registrant. 20

(p) Articles Supplementary of Registrant. 23

(q) Articles Supplementary of Registrant. 25

(2) Amended By-Laws adopted August 16, 1988. 3

(a) Amendment to By-Laws adopted July 25, 1989. 4

(b) By-Laws amended through October 24, 1989. 5

(3) None.

(4) Specimen Certificates
(a) SafeGuard Equity Growth and Income Shares 3
(b) SafeGuard Fixed Income Shares 3
(c) SafeGuard Balanced Shares 3
(d) SafeGuard Tax-Free Shares 3
(e) SafeGuard Money Market Shares 3
(f) SafeGuard Tax-Free Money Market Shares 3
(g) Cash Preservation Money Market Shares 3
(h) Cash Preservation Tax-Free Money Market Shares 3
(i) Sansom Street Money Market Shares 3
(j) Sansom Street Tax-Free Money Market Shares 3
(k) Sansom Street Government Obligations Money Market Shares 3
(l) Bedford Money Market Shares 3
(m) Bedford Tax-Free Money Market Shares 3
(n) Bedford Government Obligations Money Market Shares 3
(o) Bedford New York Municipal Money Market Shares 5
(p) SafeGuard Government Securities Shares 5
(q) Income Opportunities High Yield Bond Shares 6
(r) Bradford Tax-Free Money Market Shares 8
(s) Bradford Government Obligations Money Market Shares 8
(t) Alpha 1 Money Market Shares 8
(u) Alpha 2 Tax-Free Money Market Shares 8

2
<PAGE>

See Note #
----------

(v) Alpha 3 Government Obligations Money Market Shares 8
(w) Alpha 4 New York Municipal Money Market Shares 8
(x) Beta 1 Money Market Shares 8
(y) Beta 2 Tax-Free Money Market Shares 8
(z) Beta 3 Government Obligations Money Market Shares 8
(aa) Beta 4 New York Municipal Money Market Shares 8
(bb) Gamma 1 Money Market Shares 8
(cc) Gamma 2 Tax-Free Money Market Shares 8
(dd) Gamma 3 Government Obligations Money Market Shares 8
(ee) Gamma 4 New York Municipal Money Market Shares 8
(ff) Delta 1 Money Market Shares 8
(gg) Delta 2 Tax-Free Money Market Shares 8
(hh) Delta 3 Government Obligations Money Market Shares 8
(ii) Delta 4 New York Municipal Money Market Shares 8
(jj) Epsilon 1 Money Market Shares 8
(kk) Epsilon 2 Tax-Free Money Market Shares 8
(ll) Epsilon 3 Government Obligations Money Market Shares 8
(mm) Epsilon 4 New York Municipal Money Market Shares 8
(nn) Zeta 1 Money Market Shares 8
(oo) Zeta 2 Tax-Free Money Market Shares 8
(pp) Zeta 3 Government Obligations Money Market Shares 8
(qq) Zeta 4 New York Municipal Money Market Shares
(rr) Eta 1 Money Market Shares 8
(ss) Eta 2 Tax-Free Money Market Shares 8
(tt) Eta 3 Government Obligations Money Market Shares 8
(uu) Eta 4 New York Municipal Money Market Shares 8
(vv) Theta 1 Money Market Shares 8
(ww) Theta 2 Tax-Free Money Market Shares 8
(xx) Theta 3 Government Obligations Money Market Shares 8
(yy) Theta 4 New York Municipal Money Market Shares 8
(zz) BEA International Equity Shares 9
(a1) BEA Strategic Fixed Income Shares 9
(a2) BEA Emerging Markets Equity Shares 9
(a3) Laffer/Canto Equity Shares 12
(a4) BEA U.S. Core Equity Shares 13
(a5) BEA U.S. Core Fixed Income Shares 13
(a6) BEA Global Fixed Income Shares 13
(a7) BEA Municipal Bond Shares 13
(a8) BEA Balanced Shares 16

3
<PAGE>

See Note #
----------

(a9) BEA Short Duration Shares 16
(a10) Warburg Growth & Income Shares 18
(a11) Warburg Balanced Shares 18

(5) (a) Investment Advisory Agreement (Money) 3
between Registrant and Provident
Institutional Management Corporation,
dated as of August 16, 1988.

(b) Sub-Advisory Agreement (Money) between 3
Provident Institutional Management
Corporation and Provident National Bank,
dated as of August 16, 1988.

(c) Investment Advisory Agreement 3
(Tax -Free Money) between Registrant and
Provident Institutional Management
Corporation, dated as of August 16, 1988.

(d) Sub-Advisory Agreement (Tax-Free Money) 3
between Provident Institutional Management
Corporation and Provident National Bank,
dated as of August 16, 1988.

(e) Investment Advisory Agreement 3
(Government Money) between Registrant and
Provident Institutional Management
Corporation, dated as of August 16, 1988.

(f) Sub-Advisory Agreement (Government Money) 3
between Provident Institutional Management
Corporation and Provident National Bank,
dated as of August 16, 1988.

(k) Investment Advisory Agreement (Balanced) 3
between Registrant and Provident
Institutional Management Corporation,
dated as of August 16, 1988.

(l) Sub-Advisory Agreement (Balanced) between 4
Provident Institutional Management
Corporation and Provident National Bank,
dated as of August 16, 1988.

(m) Investment Advisory Agreement (Tax-Free) 3
between Registrant and Provident
Institutional Management Corporation,
dated as of August 16, 1988.

4
<PAGE>

See Note #
----------

(n) Sub-Advisory Agreement (Tax-Free) between 3
Provident Institutional Management
Corporation and Provident National Bank,
dated as of August 16, 1988.

(s) Investment Advisory Agreement 8
(Government Securities) between Registrant
and Provident Institutional Management
Corporation dated as of April 8, 1991.

(t) Investment Advisory Agreement 8
(High Yield Bond) between Registrant
and Provident Institutional Management
Corporation dated as of April 8, 1991.

(u) Sub-Advisory Agreement (High Yield Bond) 8
between Registrant and Warburg,
Pincus Counsellors, Inc.
dated as of April 8, 1991.

(v) Investment Advisory Agreement 9
(New York Municipal Money Market) between
Registrant and Provident Institutional
Management Corporation dated
November 5, 1991.

(w) Investment Advisory Agreement (Equity) 10
between Registrant and Provident
Institutional Management Corporation
dated November 5, 1991.

(x) Sub-Advisory Agreement (Equity) between 10
Registrant, Provident Institutional
Management Corporation and Warburg,
Pincus Counsellors, Inc. dated
November 5, 1991.

(y) Investment Advisory Agreement 10
(Tax-Free Money Market) between
Registrant and Provident Institutional
Management Corporation dated
April 21, 1992.

(z) Investment Advisory Agreement 11
(BEA International Equity Portfolio)
between Registrant and BEA Associates.

(aa) Investment Advisory Agreement 11
(BEA Strategic Fixed Income Portfolio)
between Registrant and BEA Associates.

5
<PAGE>

See Notes #
-----------

(bb) Investment Advisory Agreement 11
(BEA Emerging Markets Equity Portfolio)
between Registrant and BEA Associates.

(cc) Investment Advisory Agreement 14
(Laffer/Canto Equity Portfolio)
between Registrant and Laffer Advisors
Incorporated, dated as of July 21, 1993.

(dd) Sub-Advisory Agreement 12
(Laffer/Canto Sector Equity Portfolio)
between PNC Institutional Management
Corporation and Laffer Advisors
Incorporated, dated as of July 21, 1993.

(ee) Investment Advisory Agreement 15
(BEA U.S. Core Equity Portfolio) between
Registrant and BEA Associates, dated as
of October 27, 1993.

(ff) Investment Advisory Agreement 15
(BEA U.S. Core Fixed Income Portfolio)
between Registrant and BEA Associates,
dated as of October 27, 1993.

(gg) Investment Advisory Agreement 15
(BEA Global Fixed Income Portfolio)
between Registrant and BEA Associates,
dated as of October 27, 1993.

(hh) Investment Advisory Agreement 15
(BEA Municipal Bond Fund Portfolio)
between Registrant and BEA Associates,
dated as of October 27, 1993.

(ii) Investment Advisory Agreement 14
(Warburg Pincus Growth and Income Fund)
between Registrant and Warburg,
Pincus Counsellors, Inc.

(jj) Investment Advisory Agreement 16
(Warburg Pincus Balanced Fund) between
Registrant and Warburg, Pincus Counsellors, Inc.

(kk) Investment Advisory Agreement 16
(BEA Balanced) between Registrant and
BEA Associates.

6
<PAGE>

See Note #
----------

(ll) Investment Advisory Agreement 16
(BEA Short Duration Portfolio) between
Registrant and BEA Associates.

(mm) Investment Advisory Agreement (Warburg 21
Pincus Tax Free Fund) between Registrant
and Warburg, Pincus Counsellors, Inc.

(nn) Investment Advisory Agreement (ni 23
Micro Cap Fund) between Registrant and
Numeric Investors, L.P.

(oo) Investment Advisory Agreement (ni 23
Growth Fund) between Registrant and
Numeric Investors, L.P.

(pp) Investment Advisory Agreement (ni 23
Growth & Value Fund) between Registrant
and Numeric Investors, L.P.

(qq) Investment Advisory Agreement (BEA 24
Global Telecommunications Portfolio)
between Registrant and BEA Associates.

(rr)-1 Investment Advisory Agreement (Boston 26
Partners Large CAP Value Fund) between ---
Registrant and Boston Partners Asset
Management, L.P.

(6) (r) Distribution Agreement and Supplements 8
(Classes A through Q) between the
Registrant and Counsellors Securities Inc.
dated as of April 10, 1991.

(s) Distribution Agreement Supplement 9
(Classes L, M, N and O) between the
Registrant and Counsellors Securities
Inc. dated as of November 5, 1991.

(t) Distribution Agreement Supplements 9
(Classes R, S, and Alpha 1 through Theta 4)
between the Registrant and Counsellors
Securities Inc. dated as of November 5, 1991.

(u) Distribution Agreement Supplement 10
(Classes T, U and V) between the Registrant
and Counsellors Securities Inc.
dated as of September 18, 1992.

7
<PAGE>

See Note #
----------

(v) Distribution Agreement Supplement 14
(Class W) between the Registrant and
Counsellors Securities Inc. dated as of
July 21, 1993.

(w) Distribution Agreement Supplement 14
(Classes X, Y, Z and AA) between the
Registrant and Counselors Securities Inc.

(x) Distribution Agreement Supplement 18
(Classes BB and CC) between Registrant
and Counsellor's Securities Inc. dated
as of October 26, 1994.

(y) Distribution Agreement Supplement 18
(Classes DD and EE) between Registrant and
Counsellor's Securities Inc. dated as of
October 26, 1994.

(z) Distribution Agreement Supplement 19
(Classes L, M, N and O) between the
Registrant and Counsellor's Securities Inc.

(aa) Distribution Agreement Supplement 19
(Classes R, S) between the Registrant and
Counsellor's Securities Inc.

(bb) Distribution Agreement Supplements 19
(Classes Alpha 1 through Theta 4) between
the Registrant and Counsellor's Securities Inc.

(cc) Distribution Agreement Supplement Janney 20
Classes (Alpha 1, Alpha 2, Alpha 3 and
Alpha 4) between the Registrant and
Counsellors Securities Inc.

(dd) Distribution Agreement Supplement ni 23
Classes (Classes FF, GG and HH) between
Registrant and Counsellors Securities Inc.

(ee) Distribution Agreement Supplement 24
(Classes II, JJ, KK, and LL) between
Registrant and Counsellors Securities Inc.

8
<PAGE>

See Note #
----------

(ff) Distribution Agreement Supplement 24
(Classes MM, NN, OO, and PP) between
Registrant and Counsellors Securities Inc.

(gg) Distribution Agreement Supplement 26
(Class QQ) between Registrant and
Counsellors Securities Inc.

(hh) Distribution Agreement Supplement 26
(Class RR) between Registrant and
Counsellors Securities Inc.

(ii) Distribution Agreement Supplement 26
(Class SS) between Registrant and
Counsellors Securities Inc.

(7) Fund Office Retirement Profit-Sharing and 7
Trust Agreement, dated as of October 24, 1990.

(8) (a) Custodian Agreement between Registrant and 3
Provident National Bank dated as of
August 16, 1988.

(b) Sub-Custodian Agreement among 10
The Chase Manhattan Bank, N.A., the
Registrant and Provident National Bank,
dated as of July 13, 1992, relating to
custody of Registrant's foreign securities.

(e) Amendment No. 1 to Custodian Agreement 9
dated August 16, 1988.

(f) Agreement between Brown Brothers Harriman 10
& Co. and Registrant on behalf of
BEA International Equity Portfolio,
dated September 18, 1992.

(g) Agreement between Brown Brothers Harriman & 10
Co. and Registrant on behalf of BEA
Strategic Fixed Income Portfolio, dated
September 18, 1992.

(h) Agreement between Brown Brothers Harriman 10
& Co. and Registrant on behalf of
BEA Emerging Markets Equity Portfolio,
dated September 18, 1992.

9
<PAGE>

See Note #
----------

(i) Agreement between Brown Brothers Harriman 15
& Co. and Registrant on behalf of BEA
Emerging Markets Equity, BEA International
Equity, BEA Strategic Fixed Income and BEA
Global Fixed Income Portfolios,
dated as of November 29, 1993.

(j) Agreement between Brown Brothers Harriman 15
& Co. and Registrant on behalf of
BEA U.S. Core Equity and BEA U.S. Core
Fixed Income Portfolio dated as of
November 29, 1993.

(k) Custodian Contract between 18
Registrant and State Street Bank and
Trust Company.

(l) Custody Agreement between the 23
Registrant and Custodial Trust Company on
behalf of ni Micro Cap Fund, ni Growth Fund
and ni Growth & Value Fund, Portfolios of the
Registrant.

(m) Custodian Agreement Supplement between 26
Registrant and PNC Bank, National
Association dated October 16, 1996

(9) (a) Transfer Agency Agreement (Sansom Street) 3
between Registrant and Provident
Financial Processing Corporation,
dated as of August 16, 1988.

(b) Transfer Agency Agreement (Cash Preservation) 3
between Registrant and Provident Financial
Processing Corporation, dated as of
August 16, 1988.

(d) Shareholder Servicing Agreement 3
(Sansom Street Tax-Free Money).

(e) Shareholder Servicing Agreement 3
(Sansom Street Government Money).

(f) Shareholder Services Plan 3
(Sansom Street Money).

(g) Shareholder Services Plan 3
(Sansom Street Tax-Free Money).

10
<PAGE>

See Note #
----------

(h) Shareholder Services Plan 3
(Sansom Street Government Money).

(i) Transfer Agency Agreement (SafeGuard) 3
between Registrant and Provident Financial
Processing Corporation, dated as of
August 16, 1988.

(j) Transfer Agency Agreement (Bedford) 3
between Registrant and Provident
Financial Processing Corporation,
dated as of August 16, 1988.

(k) Transfer Agency Agreement 7
(Income Opportunities) between Registrant
and Provident Financial Processing
Corporation dated June 25, 1990.

(l) Administration and Accounting Services 8
Agreement between Registrant and
Provident Financial Processing
Corporation, relating to Government
Securities Portfolio, dated as of
April 10, 1991.

(m) Administration and Accounting Services 9
Agreement between Registrant and
Provident Financial Processing
Corporation, relating to
New York Municipal Money Market
Portfolio dated as of November 5, 1991.

(n) Administration and Accounting Services 9
Agreement between Registrant and Provident
Financial Processing Corporation, relating
to Equity Portfolio dated as of
November 5, 1991.

(o) Administration and Accounting Services 9
Agreement between Registrant and Provident
Financial Processing Corporation, relating
to High Yield Bond Portfolio,
dated as of April 10, 1991.

(p) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation
(International) dated September 18, 1992.

11
<PAGE>

See Note #
----------

(q) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation (Strategic)
dated September 18, 1992;

(r) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation (Emerging)
dated September 18, 1992.

(s) Transfer Agency Agreement and Supplements 9
(Bradford, Alpha, Beta, Gamma, Delta,
Epsilon, Zeta, Eta and Theta) between
Registrant and Provident Financial
Processing Corporation dated as of
November 5, 1991.

(t) Transfer Agency Agreement Supplement 10
(BEA) between Registrant and Provident
Financial Processing Corporation
dated as of September 18, 1992.

(u) Administrative Services Agreement between 10
Registrant and Counsellor's Fund
Services, Inc. (BEA Portfolios)
dated September 18, 1992.

(v) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation, relating
to Tax-Free Money Market Portfolio, dated
as of April 21, 1992.

(w) Transfer Agency Agreement Supplement 12
(Laffer) between Registrant and PFPC Inc.
dated as of July 21, 1993.

(x) Administration and Accounting Services 12
Agreement between Registrant and PFPC Inc.,
relating to Laffer/Canto Equity Fund,
dated July 21, 1993.

(y) Transfer Agency Agreement Supplement 15
(BEA U.S. Core Equity, BEA U.S.
Core Fixed Income, BEA Global Fixed Income
and BEA Municipal Bond Fund) between
Registrant and PFPC Inc. dated as of
October 27, 1993.

12
<PAGE>

See Note #
----------

(z) Administration and Accounting Services 15
Agreement between Registrant and PFPC Inc.
relating to (Core Equity) dated as of
October 27, 1993.

(aa) Administration and Accounting Services 15
Agreement between Registrant and PFPC Inc.
(Core Fixed Income) dated
October 27, 1993.

(bb) Administration and Accounting Services 15
Agreement between Registrant and
PFPC Inc. (International Fixed Income)
dated October 27, 1993

(cc) Administration and Accounting Services 15
Agreement between Registrant and PFPC Inc.
(Municipal Bond) dated October 27, 1993.

(dd) Transfer Agency Agreement Supplement 18
(BEA Balanced and Short Duration) between
Registrant and PFPC Inc. dated
October 26, 1994.

(ee) Administration and Accounting Services 18
Agreement between Registrant and PFPC Inc.
(BEA Balanced) dated October 26, 1994.

(ff) Administration and Accounting Services 18
Agreement between Registrant and PFPC Inc.
(BEA Short Duration) dated
October 26, 1994.

(gg) Co-Administration Agreement between 18
Registrant and PFPC Inc. (Warburg Pincus
Growth & Income Fund) dated
August 4, 1994.

(hh) Co-Administration Agreement between 18
Registrant and PFPC Inc. (Warburg Pincus
Balanced Fund) dated August 4, 1994.

(ii) Co-Administration Agreement between 18
Registrant and Counsellors Funds Services,
Inc. (Warburg Pincus Growth & Income Fund)
dated August 4, 1994.

(jj) Co-Administration Agreement between 18
Registrant and Counsellors Funds Services,
Inc. (Warburg Pincus Balanced Fund) dated
August 4, 1994.

13
<PAGE>

See Note #
----------

(kk) Administrative Services Agreement Supplement 18
between Registrant and Counsellor's Fund
Services, Inc. (BEA Classes) dated
October 26, 1994.

(ll) Co-Administration Agreement between 21
Registrant and PFPC Inc. (Warburg Pincus
Tax Free Fund) dated March 31, 1995.

(mm) Co-Administration Agreement between 21
Registrant and Counsellors Funds
Services, Inc. (Warburg Pincus Tax Free
Fund) dated March 31, 1995.

(nn) Transfer Agency and Service Agreement 21
between Registrant and State Street
Bank and Trust Company and PFPC, Inc.
dated February 1, 1995.

(oo) Supplement to Transfer Agency and Service 21
Agreement between Registrant, State Street
Bank and Trust Company, Inc. and PFPC
dated April 10, 1995.

(pp) Amended and Restated Credit Agreement dated 22
December 15, 1994.

(qq) Transfer Agency Agreement Supplement (ni 23
Micro Cap Fund, ni Growth Fund and
ni Growth & Value Fund) between
Registrant and PFPC, Inc. dated
April 24, 1996.

(rr) Administration and Accounting Services 23
Agreement between Registrant and PFPC, Inc.
(ni Micro Cap Fund) dated April 24, 1996.

(ss) Administration and Accounting Services 23
Agreement between Registrant and PFPC, Inc.
(ni Growth Fund) dated April 24, 1996.

(tt) Administration and Accounting Services 23
Agreement between Registrant and PFPC, Inc.
(ni Growth & Value Fund) dated April 24, 1996.

(uu) Administrative Services Agreement between 23
Registrant and Counsellors Fund Services,
Inc. (ni Micro Cap Fund, ni
Growth Fund and ni Growth &
Value Fund) dated April 24, 1996.

14
<PAGE>

See Note #
----------

(vv) Administration and Accounting Agreement 24
between Services Registrant and PFPC, Inc.
(BEA Global Telecommunications).

(ww) Co-Administration Agreement between 24
Registrant Investor and BEA Associates
(BEA International Equity Investor
Portfolio).

(xx) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA
International Equity Advisor Portfolio).

(yy) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA
Emerging Markets Equity Investor
Portfolio).

(zz) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA
Emerging Markets Equity Advisor
Portfolio).

(aaa) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA
High Yield Investor Portfolio).

(bbb) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA
High Yield Advisor Portfolio).

(ccc) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA
Global Telecommunications Investor
Portfolio).

(ddd) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA
Global Telecommunications Advisor
Portfolio).

(eee) Transfer Agreement and Service 24
Agreement between Registrant and
State Street Bank and Trust Company.

(fff) Administration and Accounting Services 26
Supplement between the Registrant ---
and PFPC Inc. Dated October 16, 1996 (Boston
Partners Large Cap Value Fund).

15
<PAGE>

See Note #
----------

(ggg) Transfer Agency Agreement Supplement 26
between Registrant and PFPC Inc. (Boston ---
Partners Institutional Class).

(hhh) Transfer Agency Agreement Supplement between 26
Registrant and PFPC Inc. (Boston Partners ---
Investor Class).

(iii) Transfer Agency Agreement Supplement between 26
Registrant and PFPC Inc. (Boston Partners ---
Advisor Class).

(10)(a) Incorporated by reference herein to
Registrant's 24f-2 Notice for the
fiscal year ended August 31, 1996
filed on October 28, 1996. Opinion
of Counsel.

(10)(b) Consent of Counsel.

(11) Consent of Independent Accountants.

(12) None.

(13)(a) Subscription Agreement (relating to 2
Classes A through N).

(b) Subscription Agreement between Registrant 7
and Planco Financial Services, Inc.,
relating to Classes O and P.

(d) Subscription Agreement between Registrant 9
and Counsellors Securities Inc. relating to
Classes R, S, and Alpha 1 through Theta 4.

(e) Subscription Agreement between Registrant 10
and Counsellors Securities Inc. relating to
Classes T, U and V.

(f) Subscription Agreement between Registrant 18
and Counsellor's Securities Inc. relating to
Classes BB and CC.

16
<PAGE>

See Note #
----------

(g) Purchase Agreement between Registrant and 21
Counsellors Securities Inc. relating to
Class DD (Warburg Pincus Growth & Income
Fund Series 2).

(h) Purchase Agreement between Registrant and 21
Counsellors Securities Inc. relating to
Class EE (Warburg Pincus Balanced Fund
Series 2).

(i) Purchase Agreement between Registrant and 23
Numeric Investors, L.P. relating to
Class FF (ni Micro Cap Fund).

(j) Purchase Agreement between Registrant and 23
Numeric Investors, L.P. relating to
Class GG (ni Growth Fund).

(k) Purchase Agreement between Registrant and 23
Numeric Investors, L.P. relating to
Class HH (ni Growth & Value Fund)

(l) Subscription Agreement between 24
Registrant and Counsellors Securities,
Inc. relating to Classes II through PP.

(14) None.

(15)(a) Plan of Distribution (Sansom Street Money). 3

(b) Plan of Distribution (Sansom Street Tax-Free 3
Money).

(d) Plan of Distribution (Cash Preservation 3
Money).

(e) Plan of Distribution (Cash Preservation 3
Tax-Free Money).

(f) Plan of Distribution (SafeGuard Equity). 3

(g) Plan of Distribution 3
(SafeGuard Fixed Income).

(h) Plan of Distribution (SafeGuard Balanced). 3

(i) Plan of Distribution (SafeGuard Tax-Free). 3

17
<PAGE>

See Note #
----------

(j) Plan of Distribution (SafeGuard Money). 3

(k) Plan of Distribution (SafeGuard Tax-Free
Money). 3

(l) Plan of Distribution (Bedford Money). 3

(m) Plan of Distribution (Bedford Tax-Free 3
Money).

(n) Plan of Distribution (Bedford Government 3
Money).

(o) Plan of Distribution (Bedford New York 7
Municipal Money).

(p) Plan of Distribution (SafeGuard Government 7
Securities).

(q) Plan of Distribution (Income Opportunities 7
High Yield).

(r) Amendment No. 1 to Plans of Distribution 8
(Classes A through Q).

(s) Plan of Distribution (Bradford Tax-Free 9
Money).

(t) Plan of Distribution (Bradford Government 9
Money).

(u) Plan of Distribution (Alpha Money). 9

(v) Plan of Distribution (Alpha Tax-Free 9
Money).

(w) Plan of Distribution (Alpha Government 9
Money).

(x) Plan of Distribution (Alpha New York 9
Money).

(y) Plan of Distribution (Beta Money). 9

(z) Plan of Distribution (Beta Tax-Free 9
Money).

(aa) Plan of Distribution (Beta Government 9
Money).

18
<PAGE>

See Note #
----------

(bb) Plan of Distribution (Beta New York 9
Money).

(cc) Plan of Distribution (Gamma Money). 9

(dd) Plan of Distribution (Gamma Tax-Free 9
Money).

(ee) Plan of Distribution (Gamma Government 9
Money).

(ff) Plan of Distribution (Gamma New York 9
Money).

(gg) Plan of Distribution (Delta Money). 9

(hh) Plan of Distribution (Delta Tax-Free 9
Money).

(ii) Plan of Distribution (Delta Government 9
Money).

(jj) Plan of Distribution (Delta New York 9
Money).

(kk) Plan of Distribution (Epsilon Money). 9

(ll) Plan of Distribution (Epsilon Tax-Free 9
Money).

(mm) Plan of Distribution (Epsilon Government 9
Money).

(nn) Plan of Distribution (Epsilon New York 9
Money).

(oo) Plan of Distribution (Zeta Money). 9

(pp) Plan of Distribution (Zeta Tax-Free 9
Money).

(qq) Plan of Distribution (Zeta Government 9
Money).

(rr) Plan of Distribution (Zeta New York 9
Money).

(ss) Plan of Distribution (Eta Money). 9

(tt) Plan of Distribution (Eta Tax-Free 9
Money).

19
<PAGE>

See Note #
----------

(uu) Plan of Distribution (Eta Government 9
Money).

(vv) Plan of Distribution (Eta New York 9
Money).

(ww) Plan of Distribution (Theta Money). 9

(xx) Plan of Distribution (Theta Tax-Free 9
Money).

(yy) Plan of Distribution (Theta Government 9
Money).

(zz) Plan of Distribution (Theta New York 9
Money).

(aaa) Plan of Distribution (Laffer Equity). 12

(bbb) Plan Distribution (Warburg Pincus Growth 18
& Income Series 2).

(ccc) Plan of Distribution (Warburg Pincus 18
Balanced Series 2).

(ddd) Plan of Distribution (BEA 24
International Equity Investor).

(eee) Plan of Distribution (BEA 24
International Equity Advisor).

(fff) Plan of Distribution (BEA Emerging 24
Markets Equity Investor).

(ggg) Plan of Distribution (BEA Emerging 24
Markets Equity Advisor).

(hhh) Plan of Distribution (BEA High Yield 24
Investor).

(iii) Plan of Distribution (BEA High Yield 24
Advisor).

(jjj) Plan of Distribution (BEA Global 24
Telecommunications Investor).

(kkk) Plan of Distribution (BEA Global 24
Telecommunications Advisor).

20
<PAGE>

See Note #
----------

(lll) Plan of Distribution (Boston Partners 26
Large Cap Value Fund Institutional
Class)

(mmm) Plan of Distribution (Boston Partners 26
Large Cap Value Fund Investor Class)

(nnn) Plan of Distribution (Boston Partners 26
Large Cap Value Fund Advisor Class)

(16) Schedule of Computation of Performance 3
Quotations.

(17) Financial Data Schedule

(18) Rule 18f-3 Plan. 21

(19) Representation of Ballard Spahr Andrews
& Ingersoll pursuant to Rule 485(b) under
the Securities Act of 1933.

- -----------------

Note #
- ------

1 Incorporated herein by reference to the same exhibit number of Registrant's
Registration Statement (No. 33-20827) filed on March 24, 1988.

2 Incorporated herein by reference to the same exhibit number of Pre-
Effective Amendment No. 2 to Registrant's Registration Statement (No. 33-
20827) filed on July 12, 1988.

3 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 1 to Registrant's Registration Statement (No. 33-
20827) filed on March 23, 1989.

4 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 2 to Registrant's Registration Statement (No. 33-
20827) filed on October 25, 1989.

5 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 3 to the Registrant's Registration Statement (No.
33-20827) filed on April 27, 1990.

6 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 4 to the Registrant's Registration Statement (No.
33-20827) filed on May 1, 1990.

21
<PAGE>

7 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 5 to the Registrant's Registration Statement (No.
33-20827) filed on December 14, 1990.

8 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 6 to the Registrant's Registration Statement (No.
33-20827) filed on October 24, 1991.

9 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 7 to the Registrant's Registration Statement (No.
33-20827) filed on July 15, 1992.

10 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 8 to the Registrant's Registration Statement (No.
33-20827) filed on October 22, 1992.

11 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 9 to the Registrant's Registration Statement (No.
33-20827) filed on December 16, 1992.

12 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 11 to the Registrant's Registrant Statement (No.
33-20827) filed on June 21, 1993.

13 Incorporated herein by reference to the same exhibit number Post-Effective
Amendment No. 12 to the Registrant's Registration Statement (No. 33-20827)
filed on July 27, 1993.

14 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 13 to the Registrant's Registration Statement (No.
33-20827) filed on October 29, 1993.

15 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 14 to the Registrant's Registration Statement (No.
33-20827) filed on December 21, 1993.

16 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 19 to the Registrant's Registration Statement (No.
33-20827) filed on October 14, 1994.

17 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 20 to the Registrant's Registration Statement (No.
33-20827) filed on October 21, 1994.

18 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 21 to the Registrant's Registration Statement (No.
33-20827) filed on October 28, 1994.

19 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 22 to the Registrant's Registration Statement (No.
33-20827) filed on December 19, 1994.

22
<PAGE>

20 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 27 to the Registrant's Registration Statement
(No. 33-20827) filed on March 31, 1995.

21 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 28 to the Registrant's Registration Statement
(No. 33-20827) filed on October 6, 1995.

22 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 29 to the Registrant's Registration Statement
(No. 33-20827) filed on October 25, 1995.

23 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 34 to the Registrant's Registration Statement
(No. 33-20827) filed on May 16, 1996.

24 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 37 to the Registrant's Registration Statement
(No. 33-20827) filed July 30, 1996.

25 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 39 to the Registrant's Registration Statement
(No. 33-20827) filed on October 11, 1996.

26 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 41 to the Registrant's Registration Statement
(No. 33-20827) filed on November 27, 1996.

Item 25. Persons Controlled by or under Common Control with Registrant
-------------------------------------------------------------

None.

Item 26. Number of Holders of Securities
-------------------------------

The following information is given as of November 6, 1996.

Title of Class of Common Stock Number of Record Holders
------------------------------ ------------------------

a) RBB Money Market 11
b) RBB Municipal Money Market 2
c) Cash Preservation Money Market 35
d) Cash Preservation Municipal Money Market 65
e) Sansom Street Money Market 3
f) Sansom Street Municipal Money Market 0
g) Sansom Street Government Obligations Money Market 0
h) Bedford Money Market 231,060
i) Bedford Municipal Money Market 6,818
j) Bedford Government Obligations Money Market 6,778
k) Bedford New York Municipal Money Market 2,917

23
<PAGE>

l) RBB Government Securities 620
m) Bradford Municipal Money Market 1
n) Bradford Government Obligations Money Market 1
o) BEA International Equity 206
p) BEA High Yield 48
q) BEA Emerging Markets Equity 37
r) BEA U.S. Core Equity 70
s) BEA U.S. Core Fixed Income 49
t) BEA U.S. Global Fixed Income 10
u) BEA Municipal Bond fund 35
v) BEA Short Duration 0
w) BEA Balanced 0
x) BEA Telecommunications 0
y) Janney Montgomery Scot 1
Money Market
z) Janney Montgomery Scott 1
Municipal Money Market
aa) Janney Montgomery Scott 1
Government Obligations Money Market
bb) Janney Montgomery Scott 1
New York Municipal Money Market
cc) ni Micro Cap 1053
dd) ni Growth 2182
ee) ni Growth & Value 679

Item 27. Indemnification
---------------

Sections 1, 2, 3 and 4 of Article VIII of Registrant's Articles of
Incorporation, as amended, incorporated herein by reference as Exhibits 1(a) and
1(c), provide as follows:

Section 1. To the fullest extent that limitations on the
liability of directors and officers are permitted by the Maryland
General Corporation Law, no director or officer of the Corporation
shall have any liability to the Corporation or its shareholders for
damages. This limitation on liability applies to events occurring at
the time a person serves as a director or officer of the Corporation
whether or not such person is a director or officer at the time of any
proceeding in which liability is asserted.

Section 2. The Corporation shall indemnify and advance expenses
to its currently acting and its former directors to the fullest extent
that indemnification of directors is permitted by the Maryland General
Corporation Law. The Corporation shall indemnify and advance expenses
to its officers to the same extent as its directors and to such
further extent as is consistent with law. The Board of Directors may
by By-law, resolution or agreement make further provision for
indemnification of directors,

24
<PAGE>

officers, employees and agents to the fullest extent permitted by the
Maryland General Corporation Law.

Section 3. No provision of this Article shall be effective to
protect or purport to protect any director or officer of the
Corporation against any liability to the Corporation or its security
holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.

Section 4. References to the Maryland General Corporation Law in
this Article are to the law as from time to time amended. No further
amendment to the Articles of Incorporation of the Corporation shall
decrease, but may expand, any right of any person under this Article
based on any event, omission or proceeding prior to such amendment.

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

Item 28. Business and Other Connections of Investment Adviser
----------------------------------------------------

Information as to any other business, profession, vocation or
employment of a substantial nature in which any directors and officers of PIMC,
BEA, Numeric and Boston Partners are, or at any time during the past two (2)
years have been, engaged for their own accounts or in the capacity of director,
officer, employee, partner or trustee is incorporated herein by reference to
Schedules A and D of PIMC's Form ADV (File No. 801-13304) filed on March 28,
1993, Schedules B and D of BEA's Form ADV (File No. 801-37170) filed on March
30, 1993, Schedules B and D of Numeric's Form ADV (File No. 801-35649) filed on
November 22, 1995, and schedules of Boston Partners' Form ADV (File No. 801-
49059) filed on October 2, 1996, respectively.

There is set forth below information as to any other business, profession,
vocation or employment of a substantial nature in which each director or officer
of PNC Bank, National Association (successor by merger to

25
<PAGE>

Provident National Bank) ("PNC Bank"), is, or at any time during the past two
years has been, engaged for his own account or in the capacity of director,
officer, employee, partner or trustee.

PNC BANK, NATIONAL ASSOCIATION

Directors and Officers

To the knowledge of Registrant, none of the directors or officers of PNC
except those set forth below, is or has been, at any time during the past two
years, engaged in any other business, profession, vocation or employment of a
substantial nature, except that certain directors and officers of PNC Bank also
hold various positions with, and engage in business for, PNC Bank Corp.
(formerly PNC Financial Corp), which owns all the outstanding stock of PNC Bank,
or other subsidiaries of PNC Bank Corp. Set forth below are the names and
principal businesses of the directors and certain of the senior executive
officers of PNC Bank who are engaged in any other business, profession, vocation
or employment of substantial nature.

26
<PAGE>

PNC BANK, NATIONAL ASSOCIATION
<TABLE>
<CAPTION>

Position with
PNC Bank,
National Other Business Type of
Association Name Connections Business
- -------------- ----- -------------- ---------
<S> <C> <C> <C>
Director B.R. Brown President and C.E.O. of Coal
Consol, Inc.
Pittsburgh, PA (22)

Director Constance E. Clayton Associate Dean, School Educator
of Health and Professor Medical
of Pediatrics
Medical College of PA
Philadelphia, PA (23)

Director F. Eugene Dixon, Jr. Private Trustee Trustee
Lafayette Hill, PA (24)

Director Dr. Stuart Heydt President and C.E.O. Medical
Geisinger Foundation
Danville, PA (27)

Director Edward P. Junker, III Chairman and C.E.O. Banking
Marine Bank
Erie, PA (26)

Director Thomas A. McConomy President, C.E.O. and Manufacturing
Chairman, Calgon Carbon
Corporation
Pittsburgh, PA (28)

Director Thomas H. O'Brien Chairman and C.E.O. Bank Holding
PNC Bank Corp. (14)

Director Dr. J. Dennis O'Connor Chancellor Education
University of Pittsburgh
Pittsburgh, PA (29)

Director Rocco A. Ortenzio Chairman and C.E.O. Medical
Continental Medical Systems,
Inc.
Mechanicsburg, PA (30)

Director Jane G. Pepper President Horticulture
Pennsylvania Horticulture
Society
325 Walnut Street
Philadelphia, PA 19106

</TABLE>

27
<PAGE>

Position with
PNC Bank,
National Other Business Type of
Association Name Connections Business
- -------------- ----- -------------- ---------
<S> <C> <C> <C>
Director Robert C. Robb, Jr. Partner Financial and
Lewis, Eckert, Robb & Management
Company Consultants
Plymouth Meeting, PA (31)

Director Daniel M. Rooney President, Pittsburgh Football
Steelers Football Club
of the National Football
League
Pittsburgh, PA (32)

Director Seth E. Schofield Chairman, President and Airline
C.E.O.
USAir Group, Inc. and
USAir, Inc.
Arlington, VA (33)

President and James E. Rohr President Bank
Chief Executive PNC Bank Corp. Holding
Officer (14) Company

President and Bruce E. Robbins None.
Chief Executive
Officer of PNC
Bank, National
Association,
Pittsburgh

Senior Executive Edward V. Randall, Jr. None.
Vice President

Executive J. Richard Carnall Director Banking
Vice President PNC National Bank (2)

Chairman and Director Financial-
PFPC Inc. (3) Related
Services

Director
PNC Trust Company Fiduciary
of New York (11) Activities

Director Equipment
Hayden Bolts, Inc.* Leasing

Director, Real Estate
Parkway Real Estate
Company*
</TABLE>

28
<PAGE>

Position with
PNC Bank,
National Other Business Type of
Association Name Connections Business
- -------------- ----- -------------- ---------
<S> <C> <C> <C>
Director Investment
Provident Capital Advisory
Management, Inc. (5)

Director Investment
Advanced Investment Advisory
Management, Inc. (15)

Director Financial
PNC Asset Management Related
Group, Inc. Services
PFPC International Ltd.
PFPC International
(Cayman) Ltd.

Chairman Financial
International Dollar Related
Reserve Fund, Ltd. Services

Executive Richard C. Caldwell Director Banking
Vice President PNC National Bank (2)

Director Investment
Provident Capital Advisory
Management, Inc. (5)

Director Fiduciary
PNC Trust Company Activities
of New York (11)

Executive Vice President Bank Holding
PNC Bank Corp. (14) Company

Director Investment
Advanced Investment Advisory
Management, Inc. (15)

Director Banking
PNC Bank, New Jersey,
New Jersey, National
Association (16)

Director Financial-
PFPC Inc. (3) Related
Services

Chairman, Director & Investment
CEO Advisory
PNC Asset Management
Group, Inc.
</TABLE>

29
<PAGE>

Position with
PNC Bank,
National Other Business Type of
Association Name Connections Business
- -------------- ----- -------------- ---------
<S> <C> <C> <C>
Director Mutual Fund
Compass Capital Group,
Inc.
BlackRock Financial
Management, Inc.

PNC Equity Advisors Co. Investment
Advisory

PNC Bank, New England Banking

Executive Vice Herbert G. None.
President Summerfield, Jr.

Executive Vice Joe R. Irwin None.
President

President and Richard L. Smoot Senior Vice President Banking
Chief Executive Operations
Officer of PNC PNC Bank Corp. (20)
Bank, National
Association, Director Fiduciary
Philadelphia PNC Trust Company of Activities
New York (11)

Director Investment
PNC Institutional Advisory
Management Corporation (28)

Director Financial
PFPC Inc. (3) Related
Services

Director, Chairman & Banking
President
PNC Bank, New Jersey,
National Assoc.

Director, Chairman & CEO Banking
PNC National Bank

Director & Chairman Leasing
PNC Credit Corp.

Senior Vice George Lula None.
President

Secretary William F. Strome Director
International
PNC Bank International (35) Banking
Services

</TABLE>

30
<PAGE>

Position with
PNC Bank,
National Other Business Type of
Association Name Connections Business
- -------------- ----- -------------- ---------
<S> <C> <C> <C>
Managing General Counsel Bank Holding
and Senior Vice President Company
PNC Bank Corp.

Senior Vice James P. Conley None.
President/
Credit Policy
</TABLE>

- --------------------

* For more information, contact William F. Strome, PNC Bank, National
Association, Broad and Chestnut Streets, Philadelphia, PA 19101.

(1) PNC Bank, National Association, 120 S. 17th Street, Philadelphia, PA
19103.
(2) PNC National Bank, 103 Bellevue Parkway, Wilmington, DE 19809.
(3) PFPC Inc., 400 Bellevue Parkway, Wilmington, DE 19809.
(4) PNC Service Corp, 103 Bellevue Parkway, Wilmington, DE 19809.
(5) Provident Capital Management, Inc., 30 S. 17th Street, Site 1500,
Philadelphia, PA 19103.
(6) PNC National Investment Corporation, Broad and Chestnut Streets,
Philadelphia, PA 19101.
(7) Provident Realty Management, Inc., Broad and Chestnut Streets,
Philadelphia, PA 19101.
(8) Provident Realty, Inc., Broad and Chestnut Streets, Philadelphia, PA 19101.
(9) PNC Bancorp, Inc. 3411 Silverside Park, Wilmington, DE 19810
(10) PNC New Jersey Credit Corp, 1415 Route 70 East, Suite 604, Cherry Hill, NJ
08034.
(11) PNC Trust Company of New York, 40 Broad Street, New York, NY 10084.
(12) Provcor Properties, Inc., Broad and Chestnut Streets, Philadelphia, PA
19101.
(13) PNC Credit Corp, 103 Bellevue Parkway, Wilmington, DE 19809.
(14) PNC Bank Corp., 5th Avenue and Wood Streets, Pittsburgh, PA 15265.
(15) Advanced Investment Management, Inc., 27th Floor, One Oliver Plaza,
Pittsburgh, PA 15265.
(16) PNC Bank of New Jersey, National Association, Woodland Falls Corporate
Park, 210 Lake Drive East, Cherry Hill, NJ 08002.
(17) PNC Institutional Management Corporation, 400 Bellevue Parkway, Wilmington,
DE 19809.
(18) Provident National Leasing Corporation, Broad and Chestnut Streets,
Philadelphia, PA 19101
(19) Provident National Bank Corp. New Jersey, 1 Centennial Square, Haddonfield,
NJ 08033
(20) The Clayton Bank and Trust Company, Clayton, DE 19938
(21) Keystone Life Insurance Company, 1207 Chestnut Street, Philadelphia, PA
19107-4101
(22) Consol, Inc., Consol Plaza, Pittsburgh, PA 15241
(23) Medical College of PA, Hahnemann University, U30 East Sedgwick Street,
Philadelphia, PA 19119
(24) F. Eugene Dixon, Jr., Private Trustee, 665 Thomas Road, Lafayette Hill, PA
19444-0178

31
<PAGE>

(25) Lord Corporation, 2000 W. Grandview Boulevard, Erie, PA 16514
(26) Marine Bank, Ninth and State Streets, Erie, PA 16553
(27) Geisinger Foundation, 100 N. Academy Avenue, Danville, PA 17822
(28) Calgon Carbon Corporation, P.O. Box 717, Pittsburgh, PA 15230-0717
(29) University of Pittsburgh, 107 Cathedral of Learning, Pittsburgh, PA 15260
(30) Continental Medical Systems, Inc., P.O. Box 715, Mechanicsburg, PA 17055
(31) Lewis, Eckert, Robb & Company, 425 One Plymouth Meeting, Plymouth Meeting,
PA 19462
(32) Football Club of the National Football League, 300 Stadium Circle,
Pittsburgh, PA 15212
(33) USAir Group, Inc. and USAir, Inc., 2345 Crystal Drive, Arlington, VA 22227
(34) Bell of Pennsylvania, One Parkway, Philadelphia, PA 19102
(35) PNC Bank International, 5th and Wood Streets, Pittsburgh, PA 15222

32
<PAGE>

Item 29. Principal Underwriter
---------------------

(a) Counsellors Securities Inc. (the "Distributor") acts as distributor
for the following investment companies:

Warburg, Pincus Cash Reserve Fund
Warburg, Pincus New York Tax Exempt Fund
Warburg, Pincus New York Municipal Bond Fund
Warburg, Pincus Intermediate Maturity Government Fund
Warburg, Pincus Fixed Income Fund
Warburg, Pincus Global Fixed Income Fund
Warburg, Pincus Capital Appreciation Fund
Warburg, Pincus Emerging Growth Fund
Warburg, Pincus International Equity Fund
Warburg, Pincus Japan OTC Fund
Counsellors Tandem Securities Fund
Warburg Pincus Growth & Income Fund
Warburg Pincus Balanced Fund
Warburg Pincus Tax Free Fund

The Distributor acts as a principal underwriter, depositor or investment adviser
for the following investment companies: None other than Registrant and
companies listed above.

(b) Information for each director or officer of the Distributor
is set forth below:

Name and Principal Positions and Offices Positions and Offices
Business Address with the Distributor with Registrant
- ------------------ --------------------- ------------------
<S> <C> <C>
John L. Vogelstein Director
466 Lexington Avenue
New York, New York 10017

Lionel I. Pincus Director
466 Lexington Avenue
New York, New York 10017

Reuben S. Leibowitz Director,
466 Lexington Avenue President and Chief
New York, New York 10017 Financial Officer

John L. Furth Director
466 Lexington Avenue
New York, New York 10017

Arnold M. Reichman Vice President, Director
466 Lexington Avenue Secretary and
New York, New York 10017 Chief Operating Officer
</TABLE>

33
<PAGE>

Roger Reinlieb Vice President
466 Lexington Avenue
New York, New York 10017

Karen Amato Assistant Secretary
466 Lexington Avenue
New York, New York 10017

Stephen Distler Treasurer
466 Lexington Avenue
New York, New York 10017

<TABLE>
<CAPTION>
Net
Name of Underwriting Compensation
Principal Discounts and on Redemption Brokerage Other
Underwriter Commissions and Repurchase Commissions Compensation
- --------------- ------------- -------------- ----------- ------------
<S> <C> <C> <C> <C>

Counsellors $ 0 $ 0 $ 0 $ 0
Securities
Inc.
</TABLE>

Item 30. Location of Accounts and Records
--------------------------------

(1) PNC Bank, National Association (successor by merger to Provident
National Bank), 1600 Market Street, Philadelphia, PA 19103 (records
relating to its functions as sub-adviser and custodian).

(2) Counsellors Securities Inc., 466 Lexington Avenue, New York, New York
10017 (records relating to its functions as distributor).

(3) PNC Institutional Management Corporation (formerly Provident
Institutional Management Corporation), Bellevue Corporate Center, 103
Bellevue Parkway, Wilmington, Delaware 19809 (records relating to its
functions as investment adviser, sub-adviser and administrator).

(4) PFPC Inc. (formerly Provident Financial Processing Corporation),
Bellevue Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware
19809 (records relating to its functions as transfer agent and
dividend disbursing agent).

(5) Ballard Spahr Andrews & Ingersoll, 1735 Market Street - 51st Floor,
Philadelphia, Pennsylvania 19103 (Registrant's Articles of
Incorporation, By-Laws and Minute Books).

34
<PAGE>

(6) BEA Associates, One Citicorp Center, 153 East 53rd Street, New York,
New York 10022 (records relating to its function as investment
adviser).

(7) Warburg, Pincus Counsellors, Inc., 466 Lexington Avenue, New York, New
York 10017-3147 (records relating to its functions as investment
adviser).

Item 31. Management Services
-------------------

None.
Item 32. Undertakings
------------

(a) Registrant hereby undertakes to hold a meeting of shareholders
for the purpose of considering the removal of directors in the
event the requisite number of shareholders so request.

(b) Registrant hereby undertakes to file a post-effective amendment,
using unaudited financial statements for RBB Boston Partners
Large Cap Value Fund (Investor Class, Advisor Class and
Institutional Class); BEA International Equity (Investor and
Advisor Classes), BEA Emerging Markets Equity (Investor and
Advisor Classes), BEA Global Telecommunications (Investor and
Advisor Classes) and BEA High Yield (Investor and Advisor
Classes) Funds which need not be certified, within four to six
months from effective date of this Registration Statement.

35
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Wilmington, and State of
Delaware, on December 5, 1996.

THE RBB FUND, INC.

By: /s/ Edward J. Roach
-----------------------
Edward J. Roach
President and
Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to Registrant's Registration Statement has been signed below
by the following persons in the capacities and on the date indicated.

Signature Title Date
--------- ----- ----
<S> <C> <C>

/s/ Edward J. Roach President (Principal December 5, 1996
- ---------------------------
Edward J. Roach Executive Officer) and
Treasurer (Principal
Financial and Accounting
Officer)

/s/ Donald van Roden Director December 5, 1996
- ---------------------------
Donald van Roden

- --------------------------- Director
Francis J. McKay

/s/ Marvin E. Sternberg Director December 5, 1996
- ---------------------------
Marvin E. Sternberg

/s/ Julian A. Brodsky Director December 5, 1996
- ---------------------------
Julian A. Brodsky

/s/ Arnold M. Reichman Director December 5, 1996
- ---------------------------
Arnold M. Reichman

/s/ Robert Sablowsky Director December 5, 1996
- ---------------------------
Robert Sablowsky

</TABLE>

36
<PAGE>

THE RBB FUND, INC.

RBB CLASSES
CASH PRESERVATION CLASSES
SANSOM STREET CLASSES
BEDFORD CLASSES
BRADFORD CLASSES
BEA INSTITUTIONAL CLASSES
BEA INVESTOR CLASSES
BEA ADVISOR CLASSES
BOSTON PARTNERS INSTITUTIONAL CLASS
BOSTON PARTNERS INVESTOR CLASS
BOSTON PARTNERS ADVISOR CLASS
JANNEY CLASSES
n/i CLASSES
BETA CLASSES
GAMMA CLASSES
DELTA CLASSES
EPSILON CLASSES
ZETA CLASSES
ETA CLASSES
THETA CLASSES

EXHIBIT INDEX
-------------

Exhibit
- -------

Ex.-99(b)(10)b Consent of Counsel
Ex.-99(b)(11) Consent of Independent Accountants
Ex.-99(b)(19) Representation of Ballard Spahr Andrews & Ingersoll
Ex.27.1 Financial Data Schedule (n/i Micro Cap Fund)
Ex.27.2 Financial Data Schedule (n/i Growth Fund)
Ex.27.3 Financial Data Schedule (n/i Growth & Value Fund)

<PAGE>

Ex. 99.(b)(10)(b)

CONSENT
-------

We hereby consent to the use of our name under the caption
"Miscellaneous-Counsel" in the Statement of Additional Information of Post-
Effective Amendment No. 42 to the Registration Statement on Form N-1A of The RBB
Fund, Inc. (Registration No. 33-20827) filed under the Securities Act of 1933
and Amendment No. 44 under the Investment Company Act of 1940.

/s/ Ballard Spahr Andrews & Ingersoll
-------------------------------------
Ballard Spahr Andrews & Ingersoll

December 5, 1996

<PAGE>

Ex.99(b)(11)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the following with respect of Post-Effective Amendment No. 42 to
the Registration Statement (No. 33-20827) on Form N-1A under the Securities Act
of 1933, as amended, of The RBB Fund, Inc.:

. The inclusion of our report dated October 15, 1996 of the financial
statements and financial highlights of The RBB Fund, Inc., in the
Statement of Additional Information.

. The reference to our Firm under the headings "Financial Highlights"
in the Prospectus and "Miscellaneous Independent Accountants" in
the Statement of Additional Information.

COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
December 6, 1996

<PAGE>

Exhibit (19)

REPRESENTATION OF COUNSEL PURSUANT TO RULE
485(b) UNDER THE SECURITIES ACT OF 1933

We hereby represent that Post-Effective Amendment No. 42 to the
Registration Statement on Form N-1A of the RBB Fund, Inc. (Registration No.
33-20827) filed with the Securities and Exchange Commission under the Securities
Act of 1933 and Amendment No. 44 under the Investment Company Act of 1940
contains no disclosures which would render it ineligible to become effective
pursuant to paragraph (b) of Rule 485 under the Securities Act of 1933.

/s/ Ballard Spahr Andrews & Ingersoll
-------------------------------------
Ballard Spahr Andrews & Ingersoll

December 5, 1996

<PAGE>
<ARTICLE> 6
<CIK> 0000831114
<NAME> THE RBB FUND, INC.
<SERIES>
<NUMBER> 19
<NAME> N/I MICRO CAP FUND

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 14,375,939
<INVESTMENTS-AT-VALUE> 14,999,764
<RECEIVABLES> 127,366
<ASSETS-OTHER> 11,565
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 15,138,695
<PAYABLE-FOR-SECURITIES> 1,011,851
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 26,744
<TOTAL-LIABILITIES> 1,038,595
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 14,114,122
<SHARES-COMMON-STOCK> 1,208,365
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 13,553
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (651,401)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 623,826
<NET-ASSETS> 14,100,100
<DIVIDEND-INCOME> 10,604
<INTEREST-INCOME> 21,562
<OTHER-INCOME> 0
<EXPENSES-NET> 18,613
<NET-INVESTMENT-INCOME> 13,553
<REALIZED-GAINS-CURRENT> (651,401)
<APPREC-INCREASE-CURRENT> 623,826
<NET-CHANGE-FROM-OPS> (14,022)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 14,212,327
<NUMBER-OF-SHARES-REDEEMED> (98,205)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 14,100,100
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 13,959
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 64,368
<AVERAGE-NET-ASSETS> 7,433,286
<PER-SHARE-NAV-BEGIN> 12.00
<PER-SHARE-NII> .01
<PER-SHARE-GAIN-APPREC> (.34)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.67
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<ARTICLE> 6
<CIK> 0000831114
<NAME> THE RBB FUND, INC.
<SERIES>
<NUMBER> 20
<NAME> N/I GROWTH FUND

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 26,246,685
<INVESTMENTS-AT-VALUE> 27,303,883
<RECEIVABLES> 641,366
<ASSETS-OTHER> 11,616
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 27,956,865
<PAYABLE-FOR-SECURITIES> 1,143,778
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 57,355
<TOTAL-LIABILITIES> 1,201,133
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 26,230,815
<SHARES-COMMON-STOCK> 2,259,414
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 22,490
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (554,771)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,057,198
<NET-ASSETS> 26,755,732
<DIVIDEND-INCOME> 10,225
<INTEREST-INCOME> 43,733
<OTHER-INCOME> 0
<EXPENSES-NET> 31,468
<NET-INVESTMENT-INCOME> 22,490
<REALIZED-GAINS-CURRENT> (554,771)
<APPREC-INCREASE-CURRENT> 1,057,198
<NET-CHANGE-FROM-OPS> 524,917
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 27,674,950
<NUMBER-OF-SHARES-REDEEMED> (1,444,135)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 26,755,732
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 23,596
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 82,689
<AVERAGE-NET-ASSETS> 12,579,029
<PER-SHARE-NAV-BEGIN> 12.00
<PER-SHARE-NII> .01
<PER-SHARE-GAIN-APPREC> (.17)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.84
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000831114
<NAME> THE RBB FUND, INC.
<SERIES>
<NUMBER> 21
<NAME> N/I GROWTH AND VALUE FUND

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 3,915,500
<INVESTMENTS-AT-VALUE> 3,924,601
<RECEIVABLES> 73,335
<ASSETS-OTHER> 11,314
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,009,250
<PAYABLE-FOR-SECURITIES> 176,538
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 19,562
<TOTAL-LIABILITIES> 196,100
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,809,787
<SHARES-COMMON-STOCK> 329,787
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 9,319
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (15,057)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 9,101
<NET-ASSETS> 3,813,150
<DIVIDEND-INCOME> 9,682
<INTEREST-INCOME> 4,561
<OTHER-INCOME> 0
<EXPENSES-NET> 4,924
<NET-INVESTMENT-INCOME> 9,319
<REALIZED-GAINS-CURRENT> (15,057)
<APPREC-INCREASE-CURRENT> 9,101
<NET-CHANGE-FROM-OPS> 3,363
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,890,583
<NUMBER-OF-SHARES-REDEEMED> (80,796)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 3,813,150
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,693
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 44,279
<AVERAGE-NET-ASSETS> 1,985,207
<PER-SHARE-NAV-BEGIN> 12.00
<PER-SHARE-NII> .03
<PER-SHARE-GAIN-APPREC> (.47)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.56
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>