Registration No. 33-20827
Inv. Co. Act No. 811-5518
As filed with the Securities and Exchange Commission on September 13, 1996
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
POST-EFFECTIVE AMENDMENT NO. 38 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
AMENDMENT NO. 40 [X]
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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 Avisor
Class; BEA U.S. Core Equity Portfolio: BEA Class; BEA U.S. Core Fixed Income
Portfolio; BEA Class; BEA 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; ni Micro Cap Fund; ni
Class; ni Growth Fund; ni Class; ni Growth & Value Fund; ni 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)
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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)
_____ on ____ __, 1996 pursuant to paragraph (b)
_____ 60 days after filing pursuant to paragraph (a)(1)
_____ on ______________ pursuant to paragraph (a)(1)
X 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 sixty-six 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, 1995 on October 26, 1995.
<PAGE>
THE RBB FUND, INC.
(Boston Partners Investor Class of
the Boston Partners Large Cap Value Fund)
Cross Reference Sheet
FORM N-1A ITEM LOCATION
PART A PROSPECTUS
1. Cover Page............................ Cover Page
2. Synopsis.............................. Introduction
3. Condensed Financial Information....... Not Applicalbe
4. General Description of Registrant..... Cover Page; The Fund;
Investment Objectives
and Policies
5. Management of the Fund................ Management
6. Capital Stock and Other Securities.... Cover Page; Dividends and
Distributions; Multi Class
Structure; 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..................... Inapplicable
<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 Objective 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............................. Portfolio Transactions
18. Capital Stock and Other Securities.... Additional Information
Concerning Fund Shares;
See Prospectus -
"Dividends and
Distributions"; Multi Class
Structure 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 Fund
Shares"
20. Tax Status............................ Taxes; See Prospectus -
"Taxes"
<PAGE>
21. Underwriters.......................... Not Applicable
22. Calculation of Performance Data....... Performance 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>
THE RBB FUND, INC.
(Boston Partners Advisor Class of
the Boston Partners Large Cap Value Fund)
Cross Reference Sheet
FORM N-1A ITEM LOCATION
PART A PROSPECTUS
1. Cover Page............................ Cover Page
2. Synopsis.............................. Introduction
3. Condensed Financial Information....... Not Applicable
4. General Description of Registrant..... Cover Page; The Fund;
Investment Objectives and
Policies
5. Management of the Fund................ Management
6. Capital Stock and Other Securities.... Cover Page; Dividends and
Distributions; Multi Class
Structure; 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..................... Inapplicable
<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 Objective 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............................. Portfolio Transactions
18. Capital Stock and Other Securities.... Additional Information
Concerning Fund Shares;
See Prospectus -
"Dividends and
Distributions"; Multi Class
Structure 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 Fund
Shares"
20. Tax Status............................ Taxes; See Prospectus -
"Taxes"
<PAGE>
21. Underwriters.......................... Not Applicable
22. Calculation of Performance Data....... Performance 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>
THE RBB FUND, INC.
(Boston Parnters Institutional Class of
the Boston Partners Large Cap Value Fund)
Cross Reference Sheet
FORM N-1A ITEM LOCATION
PART A PROSPECTUS
1. Cover Page............................ Cover Page
2. Synopsis.............................. Introduction
3. Condensed Financial Information....... Not Applicable
4. General Description of Registrant..... Cover Page; The Fund;
Investment Objectives and
Policies
5. Management of the Fund................ Management
6. Capital Stock and Other Securities.... Cover Page; Dividends and
Distributions; Multi Class
Structure; 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..................... Inapplicable
<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 Objective 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............................. Portfolio Transactions
18. Capital Stock and Other Securities.... Additional Information
Concerning Fund Shares;
See Prospectus - "Dividends
and Distributions"; Multi
Class Structure 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 Fund
Shares"
20. Tax Status............................ Taxes; See Prospectus -
"Taxes"
<PAGE>
21. Underwriters.......................... Not Applicable
22. Calculation of Performance Data....... Performance 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>
SUBJECT TO COMPLETION
Preliminary Prospectus Dated September 13, 1996
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
BOSTON PARTNERS LARGE CAP VALUE FUND
(INVESTOR SHARES)
PROSPECTUS
___________ __, 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
Page
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INTRODUCTION................................................................. 2
INVESTMENT OBJECTIVES AND POLICIES........................................... 3
INVESTMENT LIMITATIONS....................................................... 5
RISK FACTORS................................................................. 6
MANAGEMENT................................................................... 7
DISTRIBUTION OF SHARES....................................................... 9
HOW TO PURCHASE SHARES....................................................... 11
HOW TO REDEEM SHARES......................................................... 14
NET ASSET VALUE.............................................................. 16
DIVIDENDS AND DISTRIBUTIONS.................................................. 17
TAXES ....................................................................... 17
MULTI-CLASS STRUCTURE........................................................ 19
DESCRIPTION OF SHARES........................................................ 19
OTHER INFORMATION............................................................ 20
INVESTMENT ADVISER
Boston Partners Asset Management, L.P.
Boston, Massachusetts
CUSTODIAN
PNC Bank, N.A.
Philadelphia, Pennsylvania
TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware
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>
SUBJECT TO COMPLETION
Preliminary Prospectus Dated September 13, 1996
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
BOSTON PARTNERS LARGE CAP VALUE FUND
(Investor Class)
of
The RBB Fund, Inc.
Boston Partners Large Cap Value Fund (the "Fund") is an investment
portfolio of The RBB Fund, Inc. ("RBB"), an open-end management investment
company. The shares of Investor Class ("Shares") offered by this Prospectus
represent an interest in the Fund. The Fund is a diversified fund that seeks
long-term growth of capital, with current income as a secondary objective,
primarily through equity investments, such as common stocks and securities
convertible into common stocks. It seeks to achieve such objective by investing
in a diversified portfolio consisting of equity securities of issuers with a
market capitalization of primarily $1 billion or greater and identified by
Boston Partners Asset Management, L.P. (the "Adviser") as value companies. The
Adviser examines various factors in determining the value characteristics of
such issuers, including: price to book value ratios, price to earnings ratios.
These value characteristics are examined in the context of the issuer's
operating and financial fundamentals such as return on equity, earnings growth
and cash flow.
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 __, 1996, has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
Prospectus. It may be obtained free of charge from the Fund's distributor by
calling (800) **[888-9723]**.
SHARES OF THE FUND 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 SHARES OF THE FUND INVOLVE
INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
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 __, 1996
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission but has not yet become
effective. These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This (communication) shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of
these securities in any State in which such offer, solicitation or sale
would be
<PAGE>
unlawful prior to registration or qualification under the securities laws of any
such State.
2
<PAGE>
INTRODUCTION
RBB is an open-end management investment company incorporated
under the laws of the State of Maryland currently operating or proposing to
operate twenty separate investment portfolios. The Shares offered by this
Prospectus represents an interest in the Boston Partners Large Cap Value Fund.
RBB was incorporated in Maryland on February 29, 1988.
FEE TABLE
The following tables illustrate all expenses and fees (after expected fee
waivers and expenses reimbursements) that a shareholder would incur in each
Fund. The expenses and fees in the tables are based on estimates of expenses
expected to be incurred for the current fiscal year ending August 31, 1997.
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as percentage of offering price) 0%
ANNUAL FUND OPERATING EXPENSES
AFTER EXPENSE REIMBURSEMENTS AND WAIVERS*
Management fees (after waivers)**............. 0.75%
12b-1 fees (after waivers)**.................. 0.25%
Other Expenses (after reimbursements)***...... 0.25%
----
Total Fund Operating Expenses (after waivers
and reimbursements).......................... 1.25%
====
* In the absence of expense reimbursements and fees would be as follows:
** Management fees and 12b-1 fees are each 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.
EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the
Fund, assuming (1) a 5% annual return and (2) redemption at the end of each time
period:
3
<PAGE>
ONE YEAR* THREE YEARS
Boston Partners Large
Cap Value Fund......... $ $ $ $
The Fee Table is designed to assist an investor in understanding the
various costs and expenses that an investor in the Fund 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 the Fund. However, there can be no
assurance that any future waivers of Management fees will not vary from the
figure reflected in the Fee Table. To the extent any service providers assume
additional expenses of the Fund, such assumption of expenses will have the
effect of lowering the Fund's overall expense ratio and increasing its yield to
investors.
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 EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
No financial data is supplied for the Fund because, as of the date of this
Prospectus, the Fund has no performance history.
INVESTMENT OBJECTIVES AND POLICIESOBJECTIVES AND POLICIES
The Fund's investment objective is to provide long-term growth of capital
with current income as a secondary objective. The Portfolio seeks to achieve its
objective by investing in a diversified portfolio consisting primarily of equity
securities such as common stocks and securities convertible into common stocks,
of issuers with a market capitalization of primarily $1 billion or greater, and
identified by the Adviser as value companies.
The Adviser examines various factors in determining the value
characteristics of such issuers, including: price to book value ratios, price to
earnings ratios. These value
4
<PAGE>
characteristics are examined in the context of the issuer's operating and
financial fundamental such as return on equity, earnings growth and cash flow.
The Adviser selects securities for the Fund based on a continuous study of
trends in industries and companies, earning power, growth features and other
investment criteria. Major emphasis is placed on industries and issuers that are
considered by Adviser to have particular possibilities for long-term growth. In
general, the Fund's investments are broadly diversified over a number of
industries and, as a matter of operating policy, the Fund will not invest more
than 25% of its total assets in any one industry.
The Fund may invest up to 20% of its total assets in securities of foreign
issuers. Investing in securities of foreign issuers involves considerations not
typically associated with investing in securities of companies organized and
operated in the U.S. Foreign securities generally are denominated and pay
dividends or interest in foreign currencies. The Fund may hold from time to time
various foreign currencies pending their investment in foreign securities or
their conversion into U.S. dollars. The value of the assets of the Fund as
measured in U.S. dollars may therefore be affected favorably or unfavorably by
changes in exchange rates. There may be less publicly available information
concerning foreign issuers than is available with respect to U.S. issuers.
Foreign securities may not be registered with the U.S. Securities and Exchange
Commission, and generally, foreign companies are not subject to uniform
accounting, auditing and financial reporting requirements comparable to those
applicable to U.S. issuers. See "Investment Objectives and Policies -- Foreign
Securities" in the Statement of Additional Information.
Under normal market conditions, the Fund will invest a minimum of 65% of
its assets in securities of issuers with a market capitalization of $1 Billion
or greater.
The Fund may invest the remainder of its total assets in equity securities
of issuers with lower capitalization; mutual funds; derivative securities; debt
securities issued by U.S. banks, corporations and other business organizations
that are investment grade securities; and debt securities issued by the U.S.
government or government agencies.
In accordance with the above-mentioned policies, the Fund may also invest
in indexed securities, convertible securities, repurchase and reverse repurchase
agreements, financial futures contracts, options on futures contracts and may
lend portfolio securities. See "Investment Objectives and Policies" in the
Statement of Additional Information.
The Fund may invest in registered investment companies and investment funds
in foreign countries subject to the provisions of the Investment Company Act of
1940 (the "1940 Act") and as discussed in "Investment Objectives and Policies"
in the Statement of Additional Information. If the Portfolio invests in such
investment companies, the Portfolio will bear its proportionate share of the
costs incurred by such companies, including investment advisory fees.
5
<PAGE>
The Fund may also lend its portfolio securities to financial
institutions in accordance with the investment restrictions as discussed in
"Investment Objectives and Policies" in the Statement of Additional Information.
Such loans would involve risks of delay in receiving additional collateral in
the event the value of the collateral decreased 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 deemed by the Adviser
to be of good standing and only when, in the Adviser's judgment, the income to
be earned from the loans justifies the attendant risks. Any loans of the Fund's
securities will be fully collateralized and marked to market daily.
The Fund reserves the right to hold up to 100% of its assets, as a
temporary defensive measure, in cash and eligible, U.S. dollar-denominated money
market instruments. The Adviser will determine when market conditions warrant
temporary defensive measures. Money market instruments which may be so held are
described under "Investment Objectives and Policies" in the Statement of
Additional Information.
The Fund's investment objective and the policies described above may be
changed by the RBB's Board of Directors without the affirmative vote of the
holders of a majority of the outstanding Shares representing an interest in the
Fund. Such changes may result in the Fund having investment objectives which
differ from those an investor may have considered at the time of investment.
INVESTMENT LIMITATIONS
The Fund may not change the following investment limitations without the
affirmative vote of the holders of a majority of the 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 Fund 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
6
<PAGE>
of the Portfolio'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 Portfolio, except that up to 25% of
the value of the Portfolio's total assets may be invested without regard
to such limitations.
2. Purchase any securities which would cause, at the time of
purchase, more than 25% of the value of the total assets of the
Portfolio to be invested in the obligations of issuers in any single
industry, provided that there is no limitation with respect to
investments in U.S. Government obligations.
3. Borrow money or issue senior securities, except that the
Fund may borrow from institutions and enter into reverse repurchase
agreements and dollar rolls for temporary purposes in amounts up to
one-third of the value of its total assets at the time of such
borrowing; or mortgage, pledge or hypothecate any assets, except in
connection with any such borrowing and then in amounts not in excess of
one-third of the value of the Fund's total assets at the time of such
borrowing. The Fund will not purchase securities while its aggregate
borrowings (including reverse repurchase agreements, dollar rolls and
borrowings from banks) in excess of 5% of its total assets are
outstanding. Securities held in escrow or separate accounts in
connection with the Fund's investment practices are not considered to
be borrowings or deemed to be pledged for purposes of this limitation.
PORTFOLIO TURNOVER
The Fund make changes in its underlying securities holdings consistent with
the Adviser's investment recommendation. The Fund retains the right to sell
securities irrespective of how long they have been held. Federal income tax law
may restrict the extent to which the Fund may engage in short-term trading
activities. See "Taxes" in the Statement of Additional Information for a
discussion of such federal income tax law restrictions. The Fund estimates that
the annual turnover in the Fund will be approximately 75%.
RISK FACTORS
As with other mutual funds, there can be no assurance that the
Fund will achieve its objective. The net asset value
7
<PAGE>
per share of Shares representing an interest in the Fund will fluctuate as the
values of its portfolio securities change in response to changing conditions in
the equity market.
REPURCHASE AND REVERSE REPURCHASE AGREEMENTS
The Fund may enter into a repurchase agreement whereby the Fund agrees to
purchase securities from financial institutions subject to the seller's
agreement to repurchase them at an agreed-upon time and price. Although such
selling financial institutions will be institutions deemed credit worthy by the
Adviser, and the seller will be required to maintain the value of the securities
subject to the agreement, default by or bankruptcy of the seller would expose
the Fund to possible loss because of adverse market action or delays in
connection with the disposition of the underlying obligations.
Reverse repurchase agreements involve the sale of securities held by the
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
borrowings under the 1940 Act and may be entered into only for temporary or
emergency purposes. Reverse repurchase agreements involve the risk that the
market value of the securities sold by the Fund may decline below the price of
the securities the Fund is obligated to repurchase.
MANAGEMENT
BOARD OF DIRECTORS
The business and affairs of RBB and the Fund are managed under the
direction of the RBB's Board of Directors.
8
<PAGE>
INVESTMENT ADVISER BOSTON PARTNERS
The Adviser, located at One Financial Center, 43rd Floor Boston,
Massachusetts 02111, serves as the Fund's investment adviser. The Adviser
provides investment management and investment advisory services to investment
companies that had aggregate total assets under management as of October 31,
1995, in excess of $2.2 billion.
Subject to the supervision and direction of the Trust's Board of Trustees,
the Adviser manages the Fund's portfolio in accordance with the Fund's
investment objective and policies, make investment decisions for the Fund, place
orders to purchase and sell securities, and employ professional portfolio
managers and securities analysts who provide research services to the Fund.
PORTFOLIO MANAGEMENT
[ ], Equity Portfolio Manager of the Adviser, has served as
Portfolio Manager of the Fund since August 16, 1995 and manages the day-to-day
operations of the Fund, including the oversight of all investment decisions. [ ]
previously served as Investment Administrator of the Fund from 1992 until April
1995, while he was a Senior Vice President of The Boston Company Asset
Management, Inc. [ ] has managed investment portfolios since 1986.
ADMINISTRATOR
PFPC Inc. ("PFPC") serves as administrator to the Portfolio. PFPC is an
indirect, wholly owned subsidiary of PNC Bank, National Association ("PNC
Bank"). PFPC generally assists the Fund in all aspects of its administration and
operations, including matters relating to the maintenance of financial records
and accounting.
OTHER ADMINISTRATIVE SERVICER
Counsellors Funds Service, Inc., a wholly owned subsidiary of the
Distributor, provides certain administrative services to the Funds not otherwise
provided by PFPC. The services provided and fees payable by the Funds for these
services are described in the State of Additional Information under "Investment
Advisory, Distribution and Servicing Arrangements."
9
<PAGE>
TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN
PNC Bank serves as the Fund's custodian and PFPC serves as the Fund's
transfer agent and dividend disbursing agent. PFPC's principal offices are
located at 400 Bellevue Parkway, Wilmington, Delaware 19899. PFPC may enter into
shareholder servicing agreements with registered broker-dealers who have entered
into dealer agreements with the Distributor ("Authorized Dealers") for the
provision of certain shareholder support services to customers of such
Authorized Dealers who are shareholders of the Fund. The services provided and
the fees payable by the Fund for these services are described in the Statement
of Additional Information under "Investment Advisory, Distribution and Servicing
Arrangements."
EXPENSES
The expenses of the Portfolio are deducted from its total income before
dividends are paid. These expenses include, but are not limited to, fees paid to
the Adviser, fees and expenses of officers and directors who are not affiliated
with any of the Fund's investment advisers, sub-advisers or the Fund's
distributor, taxes, interest, legal fees, custodian fees, auditing fees,
brokerage fees and commissions, certain of the fees and expenses of registering
and qualifying the Fund and the 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 the 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 incurred. Distribution expenses,
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.
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<PAGE>
The Adviser has agreed to reimburse the Fund on a pro rata basis for the
amount, if any, by which the total operating and management expenses of the Fund
for any fiscal year exceed the most restrictive state blue sky expense
limitation in effect from time to time, to the extent required by such
limitation.
The Adviser may assume expenses of the Fund from time to time. In certain
circumstances, it may assume such expenses on the condition that it is
reimbursed by the Fund 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
the Fund's expense ratio and of decreasing yield to investors.
PORTFOLIO TRANSACTIONS
The Adviser may consider a number of factors in determining which brokers
to use in purchasing or selling the 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. Transactions for the Fund may be effected
through broker/dealers, subject to the requirements of best execution. The 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.
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 the Shares pursuant to a distribution
contract (the "Distribution Contract") with RBB on behalf of the Shares.
The Board of Directors of the Fund approved and adopted a Distribution
Contract and Plan of Distribution for the Shares (the "Plan") pursuant to Rule
12b-1 under the 1940 Act. Under the Plan, the Distributor is entitled to receive
from the Fund a distribution fee, which is accrued daily and paid monthly, of up
to **[0.25%]** on an annualized basis of the average daily net assets of the
Fund. The actual amount of such compensation under the Plan is agreed upon by
the RBB's Board of Directors and by the Distributor. Under the Distribution
Contract, the Distributor has agreed to accept compensation for its services
thereunder and under the Plan in the amount of **[0.25%]** of the
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<PAGE>
average daily net assets of the Fund on an annualized basis in any year. Such
compensation may be increased, up to the amount permitted in the Plan, with the
approval of the RBB's Board of Directors. The Distributor may, in its
discretion, from time to time waive voluntarily all or any portion of its
distribution fee.
Amounts paid to the Distributor under the Fund's 12b-1 Plan may be used by
the Distributor to cover expenses that are related to (i) the sale of Investor
Shares of the Fund, (ii) ongoing servicing and/or maintenance of the accounts of
shareholders of the Fund, and (iii) sub-transfer agency services, subaccounting
services or administrative services related to the sale of the Investor Shares
of the Fund, all as set forth in the Fund's 12b-1 Plan.
Under the dealer agreements in effect with respect to the Shares, the
Distributor has agreed to reallocate up to all of the compensation it receives
for its services under the Distribution Contract and the Plan to Authorized
Dealers, based upon the aggregate investment amounts maintained by customers of
such Authorized Dealers in the Fund. The Distributor may also reimburse
Authorized Dealers for other expenses incurred in the promotion of the sale of
Shares. The Distributor and/or Authorized Dealers pay for the cost of printing
(excluding typesetting) and mailing to prospective investors prospectuses and
other materials relating to the Portfolio as well as for related direct mail,
advertising and promotional expenses.
The Plan obligates the Fund, during the period it is in effect, to accrue
and pay to the Distributor on behalf of the Fund the fee agreed to under the
Distribution Contract. The Plan does not obligate the Fund to reimburse the
Distributor for the actual expenses the Distributor may incur in fulfilling its
obligations under the Plan on behalf of the Fund. Thus, under the Plan, even if
the Distributor's actual expenses exceed the fee payable to the Distributor
thereunder at any given time, the Fund will not be obligated to pay more than
that fee. If the Distributor's expenses are less than the fee it receives, the
Distributor will retain the full amount of the fee.
Under the terms of Rule 12b-1, the Plan will remain in effect only if
approved at least annually by the RBB's Board of Directors, including those
directors who are not "interested persons" of RBB as that term is defined in the
1940 Act and who have no direct or indirect financial interest in the operation
of the Plan or in any agreements related thereto ("12b-1 Directors"). The Plan
may be terminated at any time by vote of a
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<PAGE>
majority of the 12b-1 Directors or by vote of a majority of the Fund's
outstanding voting securities of the Fund. The fee set forth above will be paid
by the Fund to the Distributor unless and until the Plan is terminated or not
renewed.
HOW TO PURCHASE SHARES
GENERAL
Shares representing an interest in the Fund are offered continuously for
sale by the Distributor and may be purchased through Authorized Dealers. Shares
may be purchased initially by completing the application included in this
Prospectus and forwarding the application, through the designated Authorized
Dealer, to the Fund's transfer agent, PFPC. Purchases of Shares may be effected
through an Authorized Dealer or by wire to an account to be specified by PFPC or
by mailing a check or Federal Reserve Draft, payable to the order of "The Boston
Partners Large Cap Value Fund" c/o PFPC Inc., P.O. Box 8950, Wilmington,
Delaware 19899. The name of the Portfolio, Boston Partners Large Cap Value Fund,
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 the Fund must be at least $10,000
and subsequent investments must be at least $1,000**. The Fund reserves the
right to reject any purchase order.
Shares 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). Shares are offered at the next determined net asset
value per share, plus a sales load as described below.
The price paid for Shares purchased initially or acquired through the
exercise of an exchange privilege is based on the net asset value next computed
(plus a sales charge, if no sales charge has been previously imposed with
respect to such Shares) after an order is received by the Fund's transfer agent.
See "Exchange Privilege." Such price will be the net asset value next computed
(plus any applicable sales charge) after an order is received by an Authorized
Dealer provided such order is transmitted to and received by the Fund's transfer
agent prior to its close of business on such day. It is the responsibility of
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<PAGE>
Authorized Dealers to transmit orders received by them to the Fund's transfer
agent so they will be received prior to such time. Orders received by the Fund's
transfer agent from an Authorized Dealer after its close of business are priced
at the net asset value next determined (plus any applicable sales charge) 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 (plus any applicable
sales charge) next determined after the Fund's transfer agent receives the order
and the completed application.
Shareholders whose shares are held in the street name account of an
Authorized Dealer and who desire to transfer such shares to the street name
account of another Authorized Dealer should contact their current Authorized
Dealer.
AUTOMATIC INVESTING
Additional investments in Shares may be made automatically by authorizing
the Fund's transfer agent to withdraw funds from your bank account. Investors
desiring to participate in the automatic investing program should call the
Fund's transfer agent, PFPC, at (800)447-1139 (in Delaware call collect
(302)791-1149) to obtain the appropriate forms.
EXCHANGE PRIVILEGE
A shareholder may exchange Shares of the Fund for shares of the RBB Family
Money Market and Municipal Money Market Portfolios (the "RBB Family Money Market
Portfolios") (collectively, the "Participating Classes") by mail or telephone.
Shareholders may also exchange shares of any Participating Class for Shares by
mail or telephone. Shares of the Participating Class to be acquired must be
registered for sale in the investor's state. Shares of any Participating Class
may be acquired by exchange at net asset value (plus any applicable sales
charges, if any) of the class to be acquired next determined after the transfer
agent's receipt of a request for an exchange. REQUESTS FOR EXCHANGES BETWEEN THE
FUND AND RBB FAMILY MONEY MARKET CLASSES WILL BE HONORED ONLY ON MONEY MARKET
BUSINESS DAYS. A "Money Market Business Day" is any day that both the NYSE and
the Federal Reserve Bank of Philadelphia (the "FRB") are open. The FRB is
currently closed on weekends and the same holidays on which the NYSE is closed
(except Christmas Day (observed)), as well as Martin Luther King's Birthday,
Veterans Day and Columbus Day.
14
<PAGE>
No exchange fee is currently imposed on exchanges, although the Fund
reserves the right to impose a $5.00 administrative fee for each exchange.
However, a sales charge is currently imposed on exchanges of shares in the RBB
Family Money Market Portfolios for Shares. An exchange of Shares will be treated
as a sale for Federal income tax purposes. See "Taxes."
The prospectus and statement of additional information for the
Participating Classes may be obtained from any Authorized Dealer or the
Distributor. An investor considering an exchange to any of the Participating
Classes should refer to such prospectus and statement of additional information
for information regarding such class.
A shareholder wishing to make an exchange may do so by sending a written
request to the Fund's transfer agent. In the case of shareholders holding share
certificates, the certificates must accompany the request for an exchange.
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. SHAREHOLDERS HOLDING SHARE CERTIFICATES ARE NOT
ELIGIBLE TO EXCHANGE SHARES BY TELEPHONE BECAUSE SHARE CERTIFICATES MUST
ACCOMPANY ALL EXCHANGE REQUESTS. 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 contact PFPC by
telephone to request the exchange (800) 447-1139 (in Delaware call collect (302)
791-1149). 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. Neither the Fund nor PFPC will be liable for
any loss, liability, cost or expense for following the Fund's telephone
transaction procedures described below or for following instructions
communicated by telephone that it reasonably believes to be genuine.
The Fund'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
social security number and name of the fund, all of which must match the Fund's
records; (3) requiring the Fund's service representative to complete a telephone
transaction form, listing all of the above caller identification information;
(4) permitting exchanges only if the two account registrations are identical;
(5) requiring
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<PAGE>
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; (6) 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 maintaining tapes of telephone transactions for
six months, if the fund elects to record shareholder telephone transactions.
For accounts held of record by a broker-dealer, trustee, custodian or other
agent, 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 attorney-in-fact under power of attorney.
If the exchanging shareholder does not currently own shares of a
Participating Class whose shares are being acquired, a new account will be
established with the same registration, dividend and capital gain options and
Authorized Dealer of record as the account from which Shares are exchanged,
unless otherwise specified in writing by the shareholder with all signatures
guaranteed by a commercial bank or trust company or a member firm of a national
securities exchange. In order to establish a systematic withdrawal plan for the
new account, however, an exchanging shareholder must file a specific written
request. The exchange privilege may be modified or terminated at any time, or
from time to time, by the Fund, upon 60 days written notice to shareholders.
If an exchange is to a new Participating Class, the dollar value of shares
acquired must equal or exceed the Fund's minimum for a new account; if to an
existing account, the dollar value must equal or exceed the Fund's minimum for
subsequent investments. If any amount remains in the account from which the
exchange is being made, such amount must not drop below the minimum account
value required by the Fund.
RETIREMENT PLANS
Shares may be purchased in conjunction with individual retirement accounts
("IRAs") and rollover IRAs where PNC Bank acts as custodian. For further
information as to applications and annual fees, contact the Distributor or an
Authorized Dealer. To determine whether the benefits of an IRA are available
and/or appropriate, a shareholder should consult with a tax adviser.
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<PAGE>
HOW TO REDEEM SHARES
NORMAL REDEMPTION
Shareholders may redeem for cash some or all of their Shares of the Fund at
any time. To do so, a written request in proper form must be sent directly to
Boston Partners Large Cap Value Portfolio c/o PFPC Inc., P.O. Box 8950,
Wilmington, Delaware 19899. There is no charge for a redemption. Shareholders
may also place redemption requests through an Authorized Dealer, but such
Authorized Dealer 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, as defined by SEC rules.
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. For example, the Fund will issue share
certificates for the Shares if a written request has been made to the Fund's
transfer agent. In the case of shareholders holding share certificates, the
certificates for the shares being redeemed must accompany the redemption
request. Additional documentary evidence of authority is also required by the
Fund's transfer agent in the event redemption is requested by a corporation,
partnership, trust, fiduciary, executor or administrator.
SYSTEMATIC WITHDRAWAL PLAN
If your account has a value of at least $10,000, you may establish a
Systematic Withdrawal Plan for the Class and receive regular periodic payments.
A request to establish a Systematic Withdrawal Plan must be submitted in writing
to the Fund's transfer agent, PFPC Inc., P.O. Box 8950, Wilmington, Delaware
19899. SHAREHOLDERS HOLDING SHARE CERTIFICATES ARE NOT ELIGIBLE TO ESTABLISH A
SYSTEMATIC WITHDRAWAL PLAN BECAUSE SHARE CERTIFICATES MUST ACCOMPANY ALL
WITHDRAWAL REQUESTS. Each withdrawal redemption will be processed about the 25th
of the month and mailed as soon as possible thereafter. There are no service
charges for maintenance; the minimum amount that you may
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<PAGE>
withdraw each period is $100. (This is merely the minimum amount allowed and
should not be mistaken for a recommended amount.) The holder of a Systematic
Withdrawal Plan will have any income dividends and any capital gains
distributions reinvested in full and fractional shares at net asset value. To
provide funds for payment, Shares will be redeemed in such amount as is
necessary at the redemption price, which is net asset value next determined
after the Fund's receipt of a redemption request. Redemption of Shares may
reduce or possibly exhaust the Shares in your account, particularly in the event
of a market decline. As with other redemptions, a redemption to make a
withdrawal payment is a sale for Federal income tax purposes. Payments made
pursuant to a Systematic Withdrawal Plan cannot be considered as actual yield or
income since part of such payments may be a return of capital.
The maintenance of a Systematic Withdrawal Plan concurrently with purchases
of additional Shares would be disadvantageous because of the sales commission
involved in the additional purchases. You will ordinarily not be allowed to make
additional investments of less than the aggregate annual withdrawals under the
Systematic Withdrawal Plan during the time you have the plan in effect and,
while a Systematic Withdrawal Plan is in effect, you may not make periodic
investments under Automatic Investing. You will receive a confirmation of each
transaction showing the sources of the payment and the share and cash balance
remaining in your plan. The plan may be terminated on written notice by the
shareholder or by the Fund and will terminate automatically if all Shares are
liquidated or withdrawn from the account or upon the death or incapacity of the
shareholder. You may change the amount and schedule of withdrawal payments or
suspend such payments by giving written notice to the Fund's transfer agent at
least seven Business Days prior to the end of the month preceding a scheduled
payment.
INVOLUNTARY REDEMPTION
The Fund reserves the right to redeem a shareholder's account at any time
the net asset value of the account falls below $500 as the result of a
redemption or an exchange request. Shareholders will be notified in writing that
the value of their account 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 the
Fund's transfer agent. Payment
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<PAGE>
for Shares redeemed is made by check mailed within seven days after
acceptance by the Fund's transfer agent 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, the Fund's transfer agent may
delay mailing a redemption check, which may be a period of up to 15 days,
pending a determination that the check has cleared. The Fund has elected to be
governed by Rule 18f-1 under the 1940 Act so that a portfolio 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 portfolio.
NET ASSET VALUE
The net asset value for the 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 is calculated as of 4:00 p.m. Eastern Time on each Business Day.
Valuation of securities held by the Fund 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 the 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, the Fund may use a pricing
service, bank or broker-dealer experienced in such matters to value the
Portfolio'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 Fund will distribute substantially all of the net investment income and
net realized capital gains, if any, of the
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<PAGE>
Portfolio to the Portfolio's shareholders. All distributions are reinvested in
the form of additional full and fractional Shares unless a shareholder elects
otherwise.
The Portfolio will declare and pay dividends from net investment income
annually. 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 constitute "exempt interest dividends" or that are treated as
a return of capital) regardless of whether such distributions are paid in cash
or reinvested in additional Shares.
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, or whether such gain was attributable to bonds bearing
tax-exempt interest. All other distributions, to the extent they are taxable,
are taxed to shareholders as ordinary income. The maximum marginal rate on
ordinary income for individuals, trusts and estates is generally 31% while the
maximum rate imposed on net capital gain of such taxpayers is 28%. Corporate
taxpayers are taxed at the same rates on both ordinary income and capital gains.
RBB will send written notices to shareholders annually regarding the tax
status of distributions made by each Fund. Dividends declared in October,
November or December of any year payable to shareholders of record on a
specified date in such a
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<PAGE>
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.
Shareholders who exchange Shares representing interests in one Fund for
Shares representing interests in another Fund will generally recognize 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. Future legislative or administrative changes or
court decisions may materially affect the tax consequences of investing in one
or more Funds of RBB. Shareholders are also urged to consult their tax advisers
concerning the application of state and local income taxes to investments in RBB
which may differ from the Federal income tax consequences described above.
MULTI-CLASS STRUCTURE
The Fund offers other classes of shares which are offered directly to
institutional investors and financial planners pursuant to separate
prospectuses. Shares of each class represent equal pro rata interests in the
Fund and accrue dividends and calculate net asset value and performance
quotations in the same manner. The Fund quotes performance of the Advisor and
Institutional Shares separately from Investor Shares. Because of different fees
paid by the Investor Shares, the total return on such shares can be expected, at
any time, to be different than the total return on Advisor and Institutional
Shares. Information concerning these other classes may be obtained by calling
[Counsellors Securities/PFPC] at 1-800- - ].
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DESCRIPTION OF SHARES
The Fund has authorized capital of thirty billion shares of Common Stock,
$.001 par value per share, of which 12.35 billion shares are currently
classified into 70 different classes of Common stock. See "Description of
Shares" in the Statement of Additional Information."
THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED
HEREIN RELATE PRIMARILY TO BOSTON PARTNERS LARGE CAP VALUE CLASS AND DESCRIBE
ONLY THE INVESTMENT OBJECTIVE AND POLICIES, OPERATIONS, CONTRACTS AND OTHER
MATTERS RELATING TO BOSTON PARTNERS LARGE CAP VALUE CLASS.
Each share that represents an interest in a portfolio has an equal
proportionate interest in the assets belonging to such portfolio with each other
share that represents an interest in such portfolio, even where a share has a
different class designation than another share representing an interest in that
portfolio. Shares of the Fund do not have preemptive or conversion rights. When
issued for payment as described in this Prospectus, Shares will be fully paid
and non-assessable.
The Fund 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, the Fund will assist in shareholder communication in such
matters.
Holders of Shares of the Portfolio 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 the Fund 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 the Fund 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 the Fund may elect all of
the directors.
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<PAGE>
As of September __, 1996, to the Fund'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
Fund's investment operations and annual financial statements audited by
independent accountants. Shareholder inquiries should be addressed to PFPC Inc.,
the Fund's transfer agent, Bellevue Park Corporate Center, 400 Bellevue Parkway,
Wilmington, Delaware 19809, toll-free (800) 447-1139 (in Delaware call collect
(302) 791-1149).
SHARE CERTIFICATES
The Fund will issue share certificates for the Class only upon the written
request of a shareholder sent to PFPC.
HISTORICAL PRO-FORMA PERFORMANCE INFORMATION
Presented below are the pro forma performance histories of
certain managed accounts advised by the Adviser for various periods ended
December 31, 1995, assuming total expenses of 1.00%.
AVERAGE ANNUAL TOTAL RETURN
1 Year __ Months
(From Adviser's
commencement of
business on ________)
----% -----%
The accounts managed by the Adviser have investment objectives, policies
and strategies substantially similar to those to be employed in managing the
Fund. The historical pro-forma performance information presented above for the
managed accounts includes reinvestment of dividends received on the underlying
securities. This information is deemed relevant with respect to the Fund because
these accounts were managed using substantially the same investment objective,
policies,
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<PAGE>
restrictions and methodologies as those to be used by the Fund. The periods
shown are the entire periods during which these accounts were managed in
this manner. However, this performance information is not necessarily indicative
of the future performance of the Fund. Because the Fund will be actively
managed, its investments will vary from time to time and will not be identical
to the past portfolio investments of the managed accounts. The Fund's
performance will fluctuate so that an investor's shares, when redeemed, may be
worth more or less than their original costs.
FUTURE PERFORMANCE INFORMATION
From time to time, the Fund may advertise its 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 the Fund. 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 Fund 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 the Fund's
performance with other measures of investment return. For example, the 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 the Standard & Poor's 500 Stock Index or the
Dow Jones Industrial Average. Performance information may also include
evaluation of the Fund 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.
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.
24
<PAGE>
From time to time, the Fund may also advertise its "30-day yield." The
yield of the Fund refers to the income generated by an investment in the Fund
over the 30-day period identified in the advertisement, and is computed by
dividing the net investment income per share earned by a Fund during the period
by the maximum public offering price per share of the last day of the period.
This income is "annualized" by assuming that the amount of income is generated
each month over a one-year period and is compounded semi-annually. The
annualized income is then shown as a percentage of the net asset value.
The yield on Shares of the Fund will fluctuate and is not necessarily
representative of future results. Shareholders should remember that yield is
generally a function of portfolio quality and maturity, type of instrument,
operating expenses and market conditions. Any fees charged by broker/dealers
directly to their customers in connection with investments in the Fund are not
reflected in the yields on the Fund's Shares, and such fees, if charged, will
reduce the actual return received by shareholders on their investments.
25
<PAGE>
SUBJECT TO COMPLETION
Preliminary Prospectus Dated September 13, 1996
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
BOSTON PARTNERS LARGE CAP VALUE FUND
(ADVISOR SHARES)
PROSPECTUS
___________ __, 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
PAGE
INTRODUCTION.............................................................. 2
INVESTMENT OBJECTIVES AND POLICIES........................................ 3
INVESTMENT LIMITATIONS.................................................... 5
RISK FACTORS.............................................................. 6
MANAGEMENT................................................................ 7
DISTRIBUTION OF SHARES.................................................... 9
HOW TO PURCHASE SHARES.................................................... 11
HOW TO REDEEM SHARES...................................................... 15
NET ASSET VALUE........................................................... 17
DIVIDENDS AND DISTRIBUTIONS............................................... 17
TAXES..................................................................... 18
SHAREHOLDER SERVICING..................................................... 19
MULTI-CLASS STRUCTURE..................................................... 20
DESCRIPTION OF SHARES..................................................... 20
OTHER INFORMATION......................................................... 21
INVESTMENT ADVISER
Boston Partners Asset Management, L.P.
Boston, Massachusetts
CUSTODIAN
PNC Bank, N.A.
Philadelphia, Pennsylvania
TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware
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>
SUBJECT TO COMPLETION
Preliminary Prospectus Dated September 13, 1996
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
BOSTON PARTNERS LARGE CAP VALUE FUND
(Advisor Class)
of
The RBB Fund, Inc.
Boston Partners Large Cap Value Fund (the "Fund") is an investment
portfolio of The RBB Fund, Inc. ("RBB"), an open-end management investment
company. The shares of Advisor Class ("Shares") offered by this Prospectus
represent an interest in the Fund. The Fund is a diversified fund that seeks
long-term growth of capital, with current income as a secondary objective,
primarily through equity investments, such as common stocks and securities
convertible into common stocks. It seeks to achieve such objective by investing
in a diversified portfolio consisting of equity securities of issuers with a
market capitalization of primarily $1 billion or greater and identified by
Boston Partners Asset Management, L.P. (the "Adviser") as value companies. The
Adviser examines various factors in determining the value characteristics of
such issuers, including: price to book value ratios, price to earnings ratios.
These value characteristic are examined in the context of the issuer's operating
and financial fundamentals such as return on equity, earnings growth and cash
flow.
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 __, 1996, has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
Prospectus. It may be obtained free of charge from the Fund's distributor by
calling (800) **[888-9723]**.
SHARES OF THE FUND 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 SHARES OF THE FUND INVOLVE
INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
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 __, 1996
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission but has not yet become
effective. These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This (communication) shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of
these securities in any State in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such State.
<PAGE>
INTRODUCTION
RBB is an open-end management investment company incorporated under the
laws of the State of Maryland currently operating or proposing to operate twenty
separate investment portfolios. The Shares offered by this Prospectus represents
an interest in the Boston Partners Large Cap Value Fund. RBB was incorporated in
Maryland on February 29, 1988.
The Fund is designed primarily for investors seeking investment of funds
held in an advisory or other similar capacity, which may include the investment
of funds held or managed by broker-dealers, investment counselors and financial
planners. Investment professionals such as those listed above may purchase
Shares for discretionary or non-discretionary accounts maintained by
individuals.
FEE TABLE
The following tables illustrate all expenses and fees (after expected fee
waivers and expenses reimbursements) that a shareholder would incur in each
Fund. The expenses and fees in the tables are based on estimates of expenses
expected to be incurred for the current fiscal year ending August 31, 1997.
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as percentage of offering price)............ 0%
ANNUAL FUND OPERATING EXPENSES
AFTER EXPENSE REIMBURSEMENTS AND WAIVERS*
Management fees (after waivers)**............. 0.75%
12b-1 fees (after waivers)**.................. 0.50%
Other Expenses (after reimbursements)***...... 0.25%
Total Fund Operating Expenses (after waivers
and reimbursements)......................... 1.50%
====
* In the absence of expense reimbursements and fees would be as follows:
** Management fees and 12b-1 fees are each 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.
2
<PAGE>
EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the
Fund, assuming (1) a 5% annual return and (2) redemption at the end of each time
period:
ONE YEAR* THREE YEARS
Boston Partners Large
Cap Value Fund................... $ $
The Fee Table is designed to assist an investor in understanding the
various costs and expenses that an investor in the Fund 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 the Fund. However, there can be no
assurance that any future waivers of Management fees will not vary from the
figure reflected in the Fee Table. To the extent any service providers assume
additional expenses of the Fund, such assumption of expenses will have the
effect of lowering the Fund's overall expense ratio and increasing its yield to
investors.
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 EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
No financial data is supplied for the Fund because, as of the date of this
Prospectus, the Fund has no performance history.
INVESTMENT OBJECTIVES AND POLICIES
The Fund's investment objective is to provide long-term growth of capital
with current income as a secondary objective. The Portfolio seeks to achieve its
objective by investing in a diversified portfolio consisting primarily of equity
securities such as common stocks and securities convertible into common stocks,
of issuers with a market capitalization of primarily $1 billion or greater, and
identified by the Adviser as value companies. The Adviser examines various
factors in determining the value characteristics of such issuers, including:
price to book value ratios, price to earnings ratios. These value characteristic
are examined in the context of the
3
<PAGE>
issuer's operating and financial fundamentals such as return on equity,
earnings growth and cash flow.
The Adviser selects securities for the Fund based on a continuous study of
trends in industries and companies, earning power, growth features and other
investment criteria. In general, the Fund's investments are broadly diversified
over a number of industries and, as a matter of operating policy, the Fund will
not invest more than 25% of its total assets in any one industry.
The Fund may invest up to 20% of its total assets in securities of foreign
issuers. Investing in securities of foreign issuers involves considerations not
typically associated with investing in securities of companies organized and
operated in the U.S. Foreign securities generally are denominated and pay
dividends or interest in foreign currencies. The Fund may hold from time to time
various foreign currencies pending their investment in foreign securities or
their conversion into U.S. dollars. The value of the assets of the Fund as
measured in U.S. dollars may therefore be affected favorably or unfavorably by
changes in exchange rates. There may be less publicly available information
concerning foreign issuers than is available with respect to U.S. issuers.
Foreign securities may not be registered with the U.S. Securities and Exchange
Commission, and generally, foreign companies are not subject to uniform
accounting, auditing and financial reporting requirements comparable to those
applicable to U.S. issuers. See "Investment Objectives and Policies -- Foreign
Securities" in the Statement of Additional Information.
Under normal market conditions, the Fund will invest a minimum of 65% of
its assets in securities of issuers with a market capitalization of $1 Billion
or greater.
The Fund may invest the remainder of its total assets in equity securities
of issuers with lower capitalization; mutual funds; derivative securities; debt
securities issued by U.S. banks, corporations and other business organizations
that are investment grade securities; and debt securities issued by the U.S.
government or government agencies.
In accordance with the above-mentioned policies, the Fund may also invest
in indexed securities, convertible securities, repurchase and reverse repurchase
agreements, financial futures contracts, options on futures contracts and may
lend portfolio securities. See "Investment Objectives and Policies" in the
Statement of Additional Information.
The Fund may invest in registered investment companies and investment funds
in foreign countries subject to the provisions of the Investment Company Act of
1940 (the "1940 Act") and as discussed in "Investment Objectives and Policies"
in the Statement of Additional Information. If the Portfolio invests in such
investment companies, the Portfolio will bear its proportionate share of the
costs incurred by such companies, including investment advisory fees.
The Fund may also lend its portfolio securities to financial institutions
in accordance with the investment restrictions as discussed in "Investment
Objectives and Policies" in the Statement of Additional Information. Such loans
would involve risks of delay in receiving additional collateral in the event the
value of the collateral decreased below the value of
4
<PAGE>
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 deemed by the Adviser
to be of good standing and only when, in the Adviser's judgment, the income to
be earned from the loans justifies the attendant risks. Any loans of the Fund's
securities will be fully collateralized and marked to market daily.
The Fund reserves the right to hold up to 100% of its assets, as a
temporary defensive measure, in cash and eligible, U.S. dollar-denominated money
market instruments. The Adviser will determine when market conditions warrant
temporary defensive measures. Money market instruments which may be so held are
described under "Investment Objectives and Policies" in the Statement of
Additional Information.
The Fund's investment objective and the policies described above may be
changed by the RBB's Board of Directors without the affirmative vote of the
holders of a majority of the outstanding Shares representing an interest in the
Fund. Such changes may result in the Fund having investment objectives which
differ from those an investor may have considered at the time of investment.
INVESTMENT LIMITATIONS
The Fund may not change the following investment limitations without the
affirmative vote of the holders of a majority of the 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 Fund 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 the Portfolio'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
Portfolio, except that up to 25% of the value of the Portfolio's total
assets may be invested without regard to such limitations.
2. Purchase any securities which would cause, at the time of
purchase, more than 25% of the value of the total
5
<PAGE>
assets of the Portfolio to be invested in the obligations of issuers in
any single industry, provided that there is no limitation with respect
to investments in U.S. Government obligations.
3. Borrow money or issue senior securities, except that the
Fund may borrow from institutions and enter into reverse repurchase
agreements and dollar rolls for temporary purposes in amounts up to
one-third of the value of its total assets at the time of such
borrowing; or mortgage, pledge or hypothecate any assets, except in
connection with any such borrowing and then in amounts not in excess of
one-third of the value of the Fund's total assets at the time of such
borrowing. The Fund will not purchase securities while its aggregate
borrowings (including reverse repurchase agreements, dollar rolls and
borrowings from banks) in excess of 5% of its total assets are
outstanding. Securities held in escrow or separate accounts in
connection with the Fund's investment practices are not considered to
be borrowings or deemed to be pledged for purposes of this limitation.
PORTFOLIO TURNOVER
The Fund make changes in its underlying securities holdings consistent with
the Adviser's investment recommendation. The Fund retains the right to sell
securities irrespective of how long they have been held. Federal income tax law
may restrict the extent to which the Fund may engage in short-term trading
activities. See "Taxes" in the Statement of Additional Information for a
discussion of such federal income tax law restrictions. The Fund estimates that
the annual turnover in the Fund will be approximately 75%.
RISK FACTORS
As with other mutual funds, there can be no assurance that the Fund will
achieve its objective. The net asset value per share of Shares representing an
interest in the Fund will fluctuate as the values of its portfolio securities
change in response to changing conditions in the equity market.
REPURCHASE AND REVERSE REPURCHASE AGREEMENTS
The Fund may enter into a repurchase agreement whereby the Fund agrees to
purchase securities from financial institutions subject to the seller's
agreement to repurchase them at an agreed-upon time and price. Although such
selling financial institutions will be institutions deemed credit worthy by the
Adviser, and the seller will be required to maintain the
6
<PAGE>
value of the securities subject to the agreement, default by or bankruptcy of
the seller would expose the Fund to possible loss because of adverse market
action or delays in connection with the disposition of the underlying
obligations.
Reverse repurchase agreements involve the sale of securities held by the
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
borrowings under the 1940 Act and may be entered into only for temporary or
emergency purposes. Reverse repurchase agreements involve the risk that the
market value of the securities sold by the Fund may decline below the price of
the securities the Fund is obligated to repurchase.
MANAGEMENT
BOARD OF DIRECTORS
The business and affairs of RBB and the Fund are managed under the
direction of the RBB's Board of Directors.
INVESTMENT ADVISER BOSTON PARTNERS
The Adviser, located at One Financial Center, 43rd Floor, Boston,
Massachusetts 02111, serves as the Fund's investment adviser. The Adviser
provides investment management and investment advisory services to investment
companies that had aggregate total assets under management as of October 31,
1995, in excess of $2.2 billion.
Subject to the supervision and direction of the Trust's Board of Trustees,
the Adviser manages the Fund's portfolio in accordance with the Fund's
investment objective and policies, make investment decisions for the Fund, place
orders to purchase and sell securities, and employ professional portfolio
managers and securities analysts who provide research services to the Fund.
PORTFOLIO MANAGEMENT
[ ], Equity Portfolio Manager of the Adviser, has served as
Portfolio Manager of the Fund since August 16, 1995 and manages the day-to-day
operations of the Fund, including the oversight of all investment decisions.
[ ] previously served as Investment Administrator of the Fund from 1992
until April 1995, while he was a Senior Vice President of The Boston Company
Asset Management, Inc. [ ] has managed investment portfolios since 1986.
7
<PAGE>
ADMINISTRATOR
PFPC Inc. ("PFPC") serves as administrator to the Portfolio. PFPC is an
indirect, wholly owned subsidiary of PNC Bank, National Association ("PNC
Bank"). PFPC generally assists the Fund in all aspects of its administration and
operations, including matters relating to the maintenance of financial records
and accounting.
OTHER ADMINISTRATIVE SERVICES
Counsellors Funds Service, Inc., a wholly owned subsidiary of the
Distributor, provides certain administrative services to the Funds not otherwise
provided by 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."
TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN
PNC Bank serves as the Fund's custodian and PFPC serves as the Fund's
transfer agent and dividend disbursing agent. PFPC's principal offices are
located at 400 Bellevue Parkway, Wilmington, Delaware 19899. PFPC may enter into
shareholder servicing agreements with registered broker-dealers who have entered
into dealer agreements with the Distributor ("Intermediary") for the provision
of certain shareholder support services to customers of such Intermediaries who
are shareholders of the Fund. The services provided and the fees payable by the
Fund for these services are described in the Statement of Additional Information
under "Investment Advisory, Distribution and Servicing Arrangements."
EXPENSES
The expenses of the Portfolio are deducted from its total income before
dividends are paid. These expenses include, but are not limited to, fees paid to
the Adviser, fees and expenses of officers and directors who are not affiliated
with any of the Fund's investment advisers, sub-advisers or the Fund's
distributor, taxes, interest, legal fees, custodian fees, auditing fees,
brokerage fees and commissions, certain of the fees and expenses of registering
and qualifying the Fund and the 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
8
<PAGE>
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 the 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 incurred. Distribution expenses,
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.
The Adviser has agreed to reimburse the Fund on a pro rata basis for the
amount, if any, by which the total operating and management expenses of the Fund
for any fiscal year exceed the most restrictive state blue sky expense
limitation in effect from time to time, to the extent required by such
limitation.
The Adviser may assume expenses of the Fund from time to time. In certain
circumstances, it may assume such expenses on the condition that it is
reimbursed by the Fund 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
the Fund's expense ratio and of decreasing yield to investors.
PORTFOLIO TRANSACTIONS
The Adviser may consider a number of factors in determining which brokers
to use in purchasing or selling the 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. Transactions for the Fund may be effected
through broker/dealers, subject to the requirements of best execution. The 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.
9
<PAGE>
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 the Shares pursuant to a distribution
contract (the "Distribution Contract") with RBB on behalf of the Shares.
The Board of Directors of the Fund approved and adopted a Distribution
Contract and Plan of Distribution for the Shares (the "Plan") pursuant to Rule
12b-1 under the 1940 Act. Under the Plan, the Distributor is entitled to receive
from the Fund a distribution fee, which is accrued daily and paid monthly, of up
to **[0.75%]** on an annualized basis of the average daily net assets of the
Fund. The actual amount of such compensation under the Plan is agreed upon by
the RBB's Board of Directors and by the Distributor. Under the Distribution
Contract, the Distributor has agreed to accept compensation for its services
thereunder and under the Plan in the amount of **[0.50%]** of the average daily
net assets of the Fund on an annualized basis in any year. Such compensation may
be increased, up to the amount permitted in the Plan, with the approval of the
RBB's Board of Directors. The Distributor may, in its discretion, from time to
time waive voluntarily all or any portion of its distribution fee.
Amounts paid to the Distributor under the Fund's 12b-1 Plan may be used by
the Distributor to cover expenses that are related to (i) the sale of Advisor
Shares of the Fund, (ii) ongoing servicing and/or maintenance of the accounts of
shareholders of the Fund, and (iii) sub-transfer agency services, subaccounting
services or administrative services related to the sale of the Advisor Shares of
the Fund, all as set forth in the Fund's 12b-1 Plan. The Distributor may
delegate some or all of these functions to an Intermediary, as defined below.
See "Shareholder Servicing."
The Plan obligates the Fund, during the period it is in effect, to accrue
and pay to the Distributor on behalf of the Fund the fee agreed to under the
Distribution Contract. The Plan does not obligate the Fund to reimburse the
Distributor for the actual expenses the Distributor may incur in fulfilling its
obligations under the Plan on behalf of the Fund. Thus, under the Plan, even if
the Distributor's actual expenses exceed the fee payable to the Distributor
thereunder at any given time, the Fund will not be obligated to pay more than
that fee. If the Distributor's expenses are less than the fee it receives, the
Distributor will retain the full amount of the fee.
Under the terms of Rule 12b-1, the Plan will remain in effect only if
approved at least annually by RBB's Board of
10
<PAGE>
Directors, including those directors who are not "interested persons" of RBB as
that term is defined in the 1940 Act and who have no direct or indirect
financial interest in the operation of the Plan or in any agreements related
thereto ("12b-1 Directors"). The Plan may be terminated at any time by vote of a
majority of the 12b-1 Directors or by vote of a majority of the outstanding
voting securities of the Fund. The fee set forth above will be paid by the Fund
to the Distributor unless and until the Plan is terminated or not renewed.
HOW TO PURCHASE SHARES
GENERAL
Advisor Shares are available for investment through investment
professionals such as broker-dealers, financial planners and other financial
intermediaries ("Intermediaries"). The Fund reserves the right to make Advisor
Shares available to other investors in the future.
Shares representing an interest in the Fund are offered continuously for
sale by the Distributor and may be purchased through an Intermediary. Shares may
be purchased initially by completing the application included in this Prospectus
and forwarding the application through an Intermediary to the Fund's transfer
agent, PFPC. Purchases of Shares may be effected through an Intermediary or by
wire to an account to be specified by PFPC or by mailing a check or Federal
Reserve Draft, payable to the order of "The Boston Partners Large Cap Value
Fund" c/o PFPC Inc., P.O. Box 8950, Wilmington, Delaware 19899. The name of the
Portfolio, Boston Partners Large Cap Value Fund, 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 the Fund must be at least $10,000 and subsequent investments must
be at least $1,000. The Fund reserves the right to reject any purchase order.
Shares 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). Shares are offered at the next determined net asset
value per share, plus a sales load as described below.
The price paid for Shares purchased initially or acquired through the
exercise of an exchange privilege is based on the net asset value next computed
(plus a sales charge, if no
11
<PAGE>
sales charge has been previously imposed with respect to such Shares) after
an order is received by the Fund's transfer agent. See "Exchange Privilege."
Such price will be the net asset value next computed (plus any applicable sales
charge) after an order is received by an Intermediary provided such order is
transmitted to and received by the Fund's transfer agent prior to its close of
business on such day. It is the responsibility of Intermediaries to transmit
orders received by them to the Fund's transfer agent so they will be received
prior to such time. Orders received by the Fund's transfer agent from an
Intermediary after its close of business are priced at the net asset value next
determined (plus any applicable sales charge) 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 (plus any applicable sales charge) next
determined after the Fund's transfer agent receives the order and the completed
application.
Shareholders whose shares are held in the street name account of an
Intermediary and who desire to transfer such shares to the street name account
of another Intermediary should contact their current Intermediary.
AUTOMATIC INVESTING
Additional investments in Shares may be made automatically by authorizing
the Fund's transfer agent to withdraw funds from your bank account. Investors
desiring to participate in the automatic investing program should call the
Fund's transfer agent, PFPC, at (800)447-1139 (in Delaware call collect
(302)791-1149) to obtain the appropriate forms.
EXCHANGE PRIVILEGE
A shareholder may exchange Shares of the Fund for shares of the RBB Family
Money Market and Municipal Money Market Portfolios (the "RBB Family Money Market
Portfolios") (collectively, the "Participating Classes") by mail or telephone.
Shareholders may also exchange shares of any Participating Class for Shares by
mail or telephone. Shares of the Participating Class to be acquired must be
registered for sale in the investor's state. Shares of any Participating Class
may be acquired by exchange at net asset value (plus any applicable sales
charges, if any) of the class to be acquired next determined after the transfer
agent's receipt of a request for an exchange. REQUESTS FOR EXCHANGES BETWEEN THE
FUND AND RBB FAMILY MONEY MARKET CLASSES WILL BE HONORED ONLY ON MONEY MARKET
BUSINESS DAYS. A "Money Market Business Day" is any day that both the NYSE and
the Federal Reserve Bank of Philadelphia (the "FRB") are open. The FRB is
currently closed on weekends and the same holidays on which the NYSE is closed
(except Christmas Day
12
<PAGE>
(observed)), as well as Martin Luther King's Birthday, Veterans Day and
Columbus Day.
No exchange fee is currently imposed on exchanges, although the Fund
reserves the right to impose a $5.00 administrative fee for each exchange.
However, a sales charge is currently imposed on exchanges of shares in the RBB
Family Money Market Portfolios for Shares. An exchange of Shares will be treated
as a sale for Federal income tax purposes. See "Taxes."
The prospectus and statement of additional information for the
Participating Classes may be obtained from any Intermediary or the Distributor.
An investor considering an exchange to any of the Participating Classes should
refer to such prospectus and statement of additional information for information
regarding such class.
A shareholder wishing to make an exchange may do so by sending a written
request to the Fund's transfer agent. In the case of shareholders holding share
certificates, the certificates must accompany the request for an exchange.
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. SHAREHOLDERS HOLDING SHARE CERTIFICATES ARE NOT
ELIGIBLE TO EXCHANGE SHARES BY TELEPHONE BECAUSE SHARE CERTIFICATES MUST
ACCOMPANY ALL EXCHANGE REQUESTS. 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 contact PFPC by
telephone to request the exchange (800) 447-1139 (in Delaware call collect (302)
791-1149). 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. Neither the Fund nor PFPC will be liable for
any loss, liability, cost or expense for following the Fund's telephone
transaction procedures described below or for following instructions
communicated by telephone that it reasonably believes to be genuine.
The Fund'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
social security number and name of the fund, all of which must match the Fund's
records; (3) requiring the Fund's service representative to complete a telephone
transaction form, listing all of the above caller identification information;
(4) permitting exchanges only if the two account registrations are identical;
(5) requiring
13
<PAGE>
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; (6) 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 maintaining tapes of telephone transactions for
six months, if the fund elects to record shareholder telephone transactions.
For accounts held of record by a broker-dealer, trustee, custodian or other
agent, 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 attorney-in-fact under power of attorney.
If the exchanging shareholder does not currently own shares of a
Participating Class whose shares are being acquired, a new account will be
established with the same registration, dividend and capital gain options and
Intermediary of record as the account from which Shares are exchanged, unless
otherwise specified in writing by the shareholder with all signatures guaranteed
by a commercial bank or trust company or a member firm of a national securities
exchange. In order to establish a systematic withdrawal plan for the new
account, however, an exchanging shareholder must file a specific written
request. The exchange privilege may be modified or terminated at any time, or
from time to time, by the Fund, upon 60 days written notice to shareholders.
If an exchange is to a new Participating Class, the dollar value of shares
acquired must equal or exceed the Fund's minimum for a new account; if to an
existing account, the dollar value must equal or exceed the Fund's minimum for
subsequent investments. If any amount remains in the account from which the
exchange is being made, such amount must not drop below the minimum account
value required by the Fund.
RETIREMENT PLANS
Shares may be purchased in conjunction with individual retirement accounts
("IRAs") and rollover IRAs where PNC Bank acts as custodian. For further
information as to applications and annual fees, contact the Distributor or an
Intermediary. To determine whether the benefits of an IRA are available and/or
appropriate, a shareholder should consult with a tax adviser.
14
<PAGE>
HOW TO REDEEM SHARES
NORMAL REDEMPTION
Shareholders may redeem for cash some or all of their Shares of the Fund at
any time. To do so, a written request in proper form must be sent directly to
Boston Partners Large Cap Value Portfolio c/o PFPC Inc., P.O. Box 8950,
Wilmington, Delaware 19899. There is no charge for a redemption. Shareholders
may also place redemption requests through an Intermediary, but such
Intermediary 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, as defined by SEC rules.
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. For example, the Fund will issue share
certificates for the Shares if a written request has been made to the Fund's
transfer agent. In the case of shareholders holding share certificates, the
certificates for the shares being redeemed must accompany the redemption
request. Additional documentary evidence of authority is also required by the
Fund's transfer agent in the event redemption is requested by a corporation,
partnership, trust, fiduciary, executor or administrator.
SYSTEMATIC WITHDRAWAL PLAN
If your account has a value of at least $10,000, you may establish a
Systematic Withdrawal Plan for the Class and receive regular periodic payments.
A request to establish a Systematic Withdrawal Plan must be submitted in writing
to the Fund's transfer agent, PFPC Inc., P.O. Box 8950, Wilmington, Delaware
19899. SHAREHOLDERS HOLDING SHARE CERTIFICATES ARE NOT ELIGIBLE TO ESTABLISH A
SYSTEMATIC WITHDRAWAL PLAN BECAUSE SHARE CERTIFICATES MUST ACCOMPANY ALL
WITHDRAWAL REQUESTS. Each withdrawal redemption will be processed about the 25th
of the month and mailed as soon as possible thereafter. There are no service
charges for maintenance; the minimum amount that you may withdraw each period is
$100. (This is merely the minimum amount allowed and should not be mistaken for
a recommended amount.) The holder of a Systematic Withdrawal Plan will have any
income dividends and any capital gains distributions reinvested in full
15
<PAGE>
and fractional shares at net asset value. To provide funds for payment, Shares
will be redeemed in such amount as is necessary at the redemption price, which
is net asset value next determined after the Fund's receipt of a redemption
request. Redemption of Shares may reduce or possibly exhaust the Shares in your
account, particularly in the event of a market decline. As with other
redemptions, a redemption to make a withdrawal payment is a sale for Federal
income tax purposes. Payments made pursuant to a Systematic Withdrawal Plan
cannot be considered as actual yield or income since part of such payments may
be a return of capital.
The maintenance of a Systematic Withdrawal Plan concurrently with purchases
of additional Shares would be disadvantageous because of the sales commission
involved in the additional purchases. You will ordinarily not be allowed to make
additional investments of less than the aggregate annual withdrawals under the
Systematic Withdrawal Plan during the time you have the plan in effect and,
while a Systematic Withdrawal Plan is in effect, you may not make periodic
investments under Automatic Investing. You will receive a confirmation of each
transaction showing the sources of the payment and the share and cash balance
remaining in your plan. The plan may be terminated on written notice by the
shareholder or by the Fund and will terminate automatically if all Shares are
liquidated or withdrawn from the account or upon the death or incapacity of the
shareholder. You may change the amount and schedule of withdrawal payments or
suspend such payments by giving written notice to the Fund's transfer agent at
least seven Business Days prior to the end of the month preceding a scheduled
payment.
INVOLUNTARY REDEMPTION
The Fund reserves the right to redeem a shareholder's account at any time
the net asset value of the account falls below $500 as the result of a
redemption or an exchange request. Shareholders will be notified in writing that
the value of their account 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 the
Fund's transfer agent. Payment for Shares redeemed is made by check mailed
within seven days after acceptance by the Fund's transfer agent 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, the Fund's transfer
agent may delay mailing a redemption check, which may be a period of up to 15
16
<PAGE>
days, pending a determination that the check has cleared. The Fund has elected
to be governed by Rule 18f-1 under the 1940 Act so that a portfolio 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 portfolio.
NET ASSET VALUE
The net asset value for the 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 is calculated as of 4:00 p.m. Eastern Time on each Business Day.
Valuation of securities held by the Fund 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 the 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, the Fund may use a pricing
service, bank or broker-dealer experienced in such matters to value the
Portfolio'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 Fund will distribute substantially all of the net investment income and
net realized capital gains, if any, of the Portfolio to the Portfolio's
shareholders. All distributions are reinvested in the form of additional full
and fractional Shares unless a shareholder elects otherwise.
The Portfolio will declare and pay dividends from net investment income
annually. Net realized capital gains (including net short-term capital gains),
if any, will be distributed at least annually.
17
<PAGE>
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 constitute "exempt interest dividends" or that are treated as
a return of capital) regardless of whether such distributions are paid in cash
or reinvested in additional Shares.
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, or whether such gain was attributable to bonds bearing
tax-exempt interest. All other distributions, to the extent they are taxable,
are taxed to shareholders as ordinary income. The maximum marginal rate on
ordinary income for individuals, trusts and estates is generally 31% while the
maximum rate imposed on net capital gain of such taxpayers is 28%. Corporate
taxpayers are taxed at the same rates on both ordinary income and capital gains.
RBB will send written notices to shareholders annually regarding the tax
status of distributions made by each Fund. Dividends declared in October,
November or 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.
18
<PAGE>
Shareholders who exchange Shares representing interests in one Fund for
Shares representing interests in another Fund will generally recognize 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. Future legislative or administrative changes or court
decisions may materially affect the tax consequences of investing in one or more
Funds of RBB. Shareholders are also urged to consult their tax advisers
concerning the application of state and local income taxes to investments in RBB
which may differ from the Federal income tax consequences described above.
SHAREHOLDER SERVICING
The Fund is authorized to offer Advisor Shares to Intermediaries whose
clients or customers ("Customers") are beneficial owners of Advisor Shares.
Those Intermediaries may enter into service agreements ("Agreements") related to
the sale of the Advisor Shares with the Distributor pursuant to a Distribution
Plan, as described below. Pursuant to the terms of an Agreement, the
Intermediary agrees to perform certain distribution, shareholder servicing,
administrative and accounting services for its Customers. Distribution services
would be marketing or other services in connection with the promotion and sale
of Advisor Shares. Shareholder services that may be provided include responding
to Customer inquiries, providing information on Customer investments and
providing other shareholder liaison services. Administrative and accounting
services related to the sale of the Advisor Shares may include (i) aggregating
and processing purchase and redemption requests from Customers and placing net
purchase and redemption orders with the Fund's transfer agent, (ii) processing
dividend payments from the Fund on behalf of Customers and (iii) providing
sub-accounting relating to the sale of Advisor Shares beneficially owned by
Customers or the information to the Fund necessary for subaccounting. RBB's
Board of Directors has approved a Distribution Plan (the "Plan") pursuant to
Rule 12b-1 under the 1940 Act under which the Distributor may pay each
participating Intermediary a negotiated fee on an annual basis not to exceed
.50% of the value of the average daily net assets of its Customers invested in
the Advisor Shares. The Fund may, in the future, enter into additional
Agreements with Intermediaries.
19
<PAGE>
The Board of Directors of RBB will evaluate the appropriateness of the Plan on a
continuing basis.
MULTI-CLASS STRUCTURE
The Fund offers other classes of shares which are offered directly to
individual investors and institutional investors pursuant to separate
prospectuses. Shares of each class represent equal pro rata interests in the
Fund and accrue dividends and calculate net asset value and performance
quotations in the same manner. The Fund quotes performance of the Investor and
Institutional Shares separately from Advisor Shares. Because of different fees
paid by the Advisor Shares, the total return on such shares can be expected, at
any time, to be different than the total return on Investor and Institutional
Shares. Information concerning these other classes may be obtained by calling
[Counsellors Securities/PFPC] at 1-800- - ].
DESCRIPTION OF SHARES
The Fund has authorized capital of thirty billion shares of Common Stock,
$.001 par value per share, of which 12.35 billion shares are currently
classified into 70 different classes of Common stock. See "Description of
Shares" in the Statement of Additional Information."
THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED
HEREIN RELATE PRIMARILY TO BOSTON PARTNERS LARGE CAP VALUE CLASS AND DESCRIBE
ONLY THE INVESTMENT OBJECTIVE AND POLICIES, OPERATIONS, CONTRACTS AND OTHER
MATTERS RELATING TO BOSTON PARTNERS LARGE CAP VALUE CLASS.
Each share that represents an interest in a portfolio has an equal
proportionate interest in the assets belonging to such portfolio with each other
share that represents an interest in such portfolio, even where a share has a
different class designation than another share representing an interest in that
portfolio. Shares of the Fund do not have preemptive or conversion rights. When
issued for payment as described in this Prospectus, Shares will be fully paid
and non-assessable.
The Fund 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, the Fund will assist in shareholder communication in such
matters.
20
<PAGE>
Holders of Shares of the Portfolio 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 the Fund 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 the Fund 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 the Fund may elect all of
the directors.
As of September __, 1996, to the Fund'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
Fund's investment operations and annual financial statements audited by
independent accountants. Shareholder inquiries should be addressed to PFPC Inc.,
the Fund's transfer agent, Bellevue Park Corporate Center, 400 Bellevue Parkway,
Wilmington, Delaware 19809, toll-free (800) 447-1139 (in Delaware call collect
(302) 791-1149).
SHARE CERTIFICATES
The Fund will issue share certificates for the Class only upon the written
request of a shareholder sent to PFPC.
HISTORICAL PRO-FORMA PERFORMANCE INFORMATION
Presented below are the pro forma performance histories of certain managed
accounts advised by the Adviser for various periods ended December 31, 1995,
assuming total expenses of 1.00%.
21
<PAGE>
AVERAGE ANNUAL TOTAL RETURN
1 Year __ Months
(From Adviser's
commencement of
business on ________)
----% -----%
The accounts managed by the Adviser have investment objectives, policies
and strategies substantially similar to those to be employed in managing the
Fund. The historical pro-forma performance information presented above for the
managed accounts includes reinvestment of dividends received on the underlying
securities. This information is deemed relevant with respect to the Fund because
these accounts were managed using substantially the same investment objective,
policies, restrictions and methodologies as those to be used by the Fund. The
periods shown are the entire periods during which these accounts were managed in
this manner. However, this performance information is not necessarily indicative
of the future performance of the Fund. Because the Fund will be actively
managed, its investments will vary from time to time and will not be identical
to the past portfolio investments of the managed accounts. The Fund's
performance will fluctuate so that an investor's shares, when redeemed, may be
worth more or less than their original costs.
FUTURE PERFORMANCE INFORMATION
From time to time, the Fund may advertise its 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 the Fund. 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 Fund 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 the Fund's
performance with other measures of investment return. For example, the 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 the
22
<PAGE>
Standard & Poor's 500 Stock Index or the Dow Jones Industrial Average.
Performance information may also include evaluation of the Fund 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. 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.
From time to time, the Fund may also advertise its "30-day yield." The
yield of the Fund refers to the income generated by an investment in the Fund
over the 30-day period identified in the advertisement, and is computed by
dividing the net investment income per share earned by a Fund during the period
by the maximum public offering price per share of the last day of the period.
This income is "annualized" by assuming that the amount of income is generated
each month over a one-year period and is compounded semi-annually. The
annualized income is then shown as a percentage of the net asset value.
The yield on Shares of the Fund will fluctuate and is not necessarily
representative of future results. Shareholders should remember that yield is
generally a function of portfolio quality and maturity, type of instrument,
operating expenses and market conditions. Any fees charged by broker/dealers
directly to their customers in connection with investments in the Fund are not
reflected in the yields on the Fund's Shares, and such fees, if charged, will
reduce the actual return received by shareholders on their investments.
23
<PAGE>
SUBJECT TO COMPLETION
Preliminary Prospectus Dated September 13, 1996
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
BOSTON PARTNERS LARGE CAP VALUE FUND
(INSTITUTIONAL SHARES)
PROSPECTUS
___________ __, 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
Page
----
INTRODUCTION................................................................. 2
INVESTMENT OBJECTIVES AND POLICIES........................................... 3
INVESTMENT LIMITATIONS....................................................... 5
RISK FACTORS................................................................. 6
MANAGEMENT................................................................... 7
DISTRIBUTION OF SHARES....................................................... 9
HOW TO PURCHASE SHARES....................................................... 9
HOW TO REDEEM SHARES......................................................... 13
NET ASSET VALUE.............................................................. 15
DIVIDENDS AND DISTRIBUTIONS.................................................. 15
TAXES ....................................................................... 16
MULTI-CLASS STRUCTURE........................................................ 17
DESCRIPTION OF SHARES........................................................ 17
OTHER INFORMATION............................................................ 18
INVESTMENT ADVISER
Boston Partners Asset Management, L.P.
Boston, Massachusetts
CUSTODIAN
PNC Bank, N.A.
Philadelphia, Pennsylvania
TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware
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>
SUBJECT TO COMPLETION
Preliminary Prospectus Dated September 13, 1996
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
BOSTON PARTNERS LARGE CAP VALUE FUND
(Institutional Class)
of
The RBB Fund, Inc.
Boston Partners Large Cap Value Fund (the "Fund") is an investment
portfolio of The RBB Fund, Inc. ("RBB"), an open-end management investment
company. The shares of Institutional Class ("Shares") offered by this Prospectus
represent an interest in the Fund. The Fund is a diversified fund that seeks
long-term growth of capital, with current income as a secondary objective,
primarily through equity investments, such as common stocks and securities
convertible into common stocks. It seeks to achieve such objective by investing
in a diversified portfolio consisting of equity securities of issuers with a
market capitalization of primarily $1 billion or greater and identified by
Boston Partners Asset Management, L.P. (the "Adviser") as value companies. The
Adviser examines various factors in determining the value characteristics of
such issuers, including: price to book value ratios, price to earnings ratios.
These value characteristics are examined in the context of the issuer's
operating and financial fundamentals such as return on equity, earnings growth
and cash flow.
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 __, 1996, has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
Prospectus. It may be obtained free of charge from the Fund's distributor by
calling (800) **[888-9723]**.
SHARES OF THE FUND 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 SHARES OF THE FUND INVOLVE
INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
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 __, 1996
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission but has not yet become
effective. These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This (communication) shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of
these securities in any State in which such offer, solicitation or sale
would be unlawful prior
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to registration or qualification under the securities laws of any such
State.
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INTRODUCTION
RBB is an open-end management investment company incorporated under the
laws of the State of Maryland currently operating or proposing to operate twenty
separate investment portfolios. The Shares offered by this Prospectus represents
an interest in the Boston Partners Large Cap Value Fund. RBB was incorporated in
Maryland on February 29, 1988.
FEE TABLE
The following tables illustrate all expenses and fees (after expected fee
waivers and expenses reimbursements) that a shareholder would incur in each
Fund. The expenses and fees in the tables are based on estimates of expenses
expected to be incurred for the current fiscal year ending August 31, 1997.
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as percentage of offering price)............ 0%
ANNUAL FUND OPERATING EXPENSES
AFTER EXPENSE REIMBURSEMENTS AND WAIVERS*
Management fees (after waivers)**............. 0.75%
12b-1 fees (after waivers)**.................. [None]
Other Expenses (after reimbursements)***...... 0.25%
Total Fund Operating Expenses (after waivers
and reimbursements)......................... 1.00%
====
* In the absence of expense reimbursements and fees would be as follows:
** Management fees and 12b-1 fees are each 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.
EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the
Fund, assuming (1) a 5% annual return and (2) redemption at the end of each time
period:
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ONE YEAR* THREE YEARS
Boston Partners Large
Cap Value Fund......... $ $
The Fee Table is designed to assist an investor in understanding the
various costs and expenses that an investor in the Fund 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 the Fund. However, there can be no
assurance that any future waivers of Management fees will not vary from the
figure reflected in the Fee Table. To the extent any service providers assume
additional expenses of the Fund, such assumption of expenses will have the
effect of lowering the Fund's overall expense ratio and increasing its yield to
investors.
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 EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
No financial data is supplied for the Fund because, as of the date of this
Prospectus, the Fund has no performance history.
INVESTMENT OBJECTIVES AND POLICIES
The Fund's investment objective is to provide long-term growth of capital
with current income as a secondary objective. The Portfolio seeks to achieve its
objective by investing in a diversified portfolio consisting primarily of equity
securities such as common stocks and securities convertible into common stocks,
of issuers with a market capitalization of primarily $1 billion or greater, and
identified by the Adviser as value companies.
The Adviser examines various factors in determining the value
characteristics of such issuers, including: price to book value ratios, price to
earnings ratios. These value characteristics are examined in the context of the
issuer's operating and financial fundamentals such as return on equity, earnings
growth and cash flow.
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The Adviser selects securities for the Fund based on a continuous study of
trends in industries and companies, earning power, growth features and other
investment criteria. In general, the Fund's investments are broadly diversified
over a number of industries and, as a matter of operating policy, the Fund will
not invest more than 25% of its total assets in any one industry.
The Fund may invest up to 20% of its total assets in securities of foreign
issuers. Investing in securities of foreign issuers involves considerations not
typically associated with investing in securities of companies organized and
operated in the U.S. Foreign securities generally are denominated and pay
dividends or interest in foreign currencies. The Fund may hold from time to time
various foreign currencies pending their investment in foreign securities or
their conversion into U.S. dollars. The value of the assets of the Fund as
measured in U.S. dollars may therefore be affected favorably or unfavorably by
changes in exchange rates. There may be less publicly available information
concerning foreign issuers than is available with respect to U.S. issuers.
Foreign securities may not be registered with the U.S. Securities and Exchange
Commission, and generally, foreign companies are not subject to uniform
accounting, auditing and financial reporting requirements comparable to those
applicable to U.S. issuers. See "Investment Objectives and Policies -- Foreign
Securities" in the Statement of Additional Information.
Under normal market conditions, the Fund will invest a minimum of 65% of
its assets in securities of issuers with a market capitalization of $1 Billion
or greater.
The Fund may invest the remainder of its total assets in equity securities
of issuers with lower capitalization; mutual funds; derivative securities; debt
securities issued by U.S. banks, corporations and other business organizations
that are investment grade securities; and debt securities issued by the U.S.
government or government agencies.
In accordance with the above-mentioned policies, the Fund may also invest
in indexed securities, convertible securities, repurchase and reverse repurchase
agreements, financial futures contracts, options on futures contracts and may
lend portfolio securities. See "Investment Objectives and Policies" in the
Statement of Additional Information.
The Fund may invest in registered investment companies and investment funds
in foreign countries subject to the provisions of the Investment Company Act of
1940 (the "1940 Act") and as discussed in "Investment Objectives and Policies"
in the Statement of Additional Information. If the Portfolio invests in such
investment companies, the Portfolio will bear its proportionate share of the
costs incurred by such companies, including investment advisory fees.
The Fund may also lend its portfolio securities to financial institutions
in accordance with the investment restrictions as discussed in "Investment
Objectives and Policies" in the Statement of Additional Information. Such loans
would involve risks of delay in receiving additional collateral in the event the
value of the collateral decreased 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
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be made only to borrowers deemed by the Adviser to be of good standing and
only when, in the Adviser's judgment, the income to be earned from the loans
justifies the attendant risks. Any loans of the Fund's securities will be fully
collateralized and marked to market daily.
The Fund reserves the right to hold up to 100% of its assets, as a
temporary defensive measure, in cash and eligible, U.S. dollar-denominated money
market instruments. The Adviser will determine when market conditions warrant
temporary defensive measures. Money market instruments which may be so held are
described under "Investment Objectives and Policies" in the Statement of
Additional Information.
The Fund's investment objective and the policies described above may be
changed by the RBB's Board of Directors without the affirmative vote of the
holders of a majority of the outstanding Shares representing an interest in the
Fund. Such changes may result in the Fund having investment objectives which
differ from those an investor may have considered at the time of investment.
INVESTMENT LIMITATIONS
The Fund may not change the following investment limitations without the
affirmative vote of the holders of a majority of the 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 Fund 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 the Portfolio'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
Portfolio, except that up to 25% of the value of the Portfolio's total
assets may be invested without regard to such limitations.
2. Purchase any securities which would cause, at the time of
purchase, more than 25% of the value of the total assets of the
Portfolio to be invested in the obligations of issuers in any single
industry, provided that there is no
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limitation with respect to investments in U.S. Government obligations.
3. Borrow money or issue senior securities, except that the
Fund may borrow from institutions and enter into reverse repurchase
agreements and dollar rolls for temporary purposes in amounts up to
one-third of the value of its total assets at the time of such
borrowing; or mortgage, pledge or hypothecate any assets, except in
connection with any such borrowing and then in amounts not in excess of
one-third of the value of the Fund's total assets at the time of such
borrowing. The Fund will not purchase securities while its aggregate
borrowings (including reverse repurchase agreements, dollar rolls and
borrowings from banks) in excess of 5% of its total assets are
outstanding. Securities held in escrow or separate accounts in
connection with the Fund's investment practices are not considered to
be borrowings or deemed to be pledged for purposes of this limitation.
PORTFOLIO TURNOVER
The Fund make changes in its underlying securities holdings consistent with
the Adviser's investment recommendation. The Fund retains the right to sell
securities irrespective of how long they have been held. Federal income tax law
may restrict the extent to which the Fund may engage in short-term trading
activities. See "Taxes" in the Statement of Additional Information for a
discussion of such federal income tax law restrictions. The Fund estimates that
the annual turnover in the Fund will be approximately 75%.
RISK FACTORS
As with other mutual funds, there can be no assurance that the Fund will
achieve its objective. The net asset value per share of Shares representing an
interest in the Fund will fluctuate as the values of its portfolio securities
change in response to changing conditions in the equity market.
REPURCHASE AND REVERSE REPURCHASE AGREEMENTS
The Fund may enter into a repurchase agreement whereby the Fund agrees to
purchase securities from financial institutions subject to the seller's
agreement to repurchase them at an agreed-upon time and price. Although such
selling financial institutions will be institutions deemed credit worthy by the
Adviser, and the seller will be required to maintain the value of the securities
subject to the agreement, default by or bankruptcy of the seller would expose
the Fund to possible loss
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<PAGE>
because of adverse market action or delays in connection with the disposition of
the underlying obligations.
Reverse repurchase agreements involve the sale of securities held by the
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
borrowings under the 1940 Act and may be entered into only for temporary or
emergency purposes. Reverse repurchase agreements involve the risk that the
market value of the securities sold by the Fund may decline below the price of
the securities the Fund is obligated to repurchase.
MANAGEMENT
BOARD OF DIRECTORS
The business and affairs of RBB and the Fund are managed under the
direction of the RBB's Board of Directors.
INVESTMENT ADVISER BOSTON PARTNERS
The Adviser, located at One Financial Center, 43rd Floor, Boston,
Massachusetts 02111, serves as the Fund's investment adviser. The Adviser
provides investment management and investment advisory services to investment
companies that had aggregate total assets under management as of October 31,
1995, in excess of $2.2 billion.
Subject to the supervision and direction of the Trust's Board
of Trustees, the Adviser manages the Fund's portfolio in accordance with the
Fund's investment objective and policies, make investment decisions for the
Fund, place orders to purchase and sell securities, and employ professional
portfolio managers and securities analysts who provide research services to the
Fund.
PORTFOLIO MANAGEMENT
[ ], Equity Portfolio Manager of the Adviser, has served as
Portfolio Manager of the Fund since August 16, 1995 and manages the day-to-day
operations of the Fund, including the oversight of all investment decisions.
[ ] previously served as Investment Administrator of the Fund
from 1992 until April 1995, while he was a Senior Vice President of The Boston
Company Asset Management, Inc. [ ] has managed investment
portfolios since 1986.
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ADMINISTRATOR
PFPC Inc. ("PFPC") serves as administrator to the Portfolio. PFPC is an
indirect, wholly owned subsidiary of PNC Bank, National Association ("PNC
Bank"). PFPC generally assists the Fund in all aspects of its administration and
operations, including matters relating to the maintenance of financial records
and accounting.
OTHER ADMINISTRATOR SERVICES
Counsellors Funds Service, Inc., a wholly owned subsidiary of the
Distributor, provides certain administrative services to the Funds not otherwise
provided by 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."
TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN
PNC Bank serves as the Fund's custodian and PFPC serves as the Fund's
transfer agent and dividend disbursing agent. PFPC's principal offices are
located at 400 Bellevue Parkway, Wilmington, Delaware 19899.
EXPENSES
The expenses of the Portfolio are deducted from its total income before
dividends are paid. These expenses include, but are not limited to, fees paid to
the Adviser, fees and expenses of officers and directors who are not affiliated
with any of the Fund's investment advisers, sub-advisers or the Fund's
distributor, taxes, interest, legal fees, custodian fees, auditing fees,
brokerage fees and commissions, certain of the fees and expenses of registering
and qualifying the Fund and the 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 the 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
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<PAGE>
expenses are incurred. Distribution expenses, 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.
The Adviser has agreed to reimburse the Fund on a pro rata basis for the
amount, if any, by which the total operating and management expenses of the Fund
for any fiscal year exceed the most restrictive state blue sky expense
limitation in effect from time to time, to the extent required by such
limitation.
The Adviser may assume expenses of the Fund from time to time. In certain
circumstances, it may assume such expenses on the condition that it is
reimbursed by the Fund 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
the Fund's expense ratio and of decreasing yield to investors.
PORTFOLIO TRANSACTIONS
The Adviser may consider a number of factors in determining which brokers
to use in purchasing or selling the 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. Transactions for the Fund may be effected
through broker/dealers, subject to the requirements of best execution. The 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.
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 the Shares pursuant to a distribution
contract (the "Distribution Contract") with RBB on behalf of the Shares. No
compensation is payable by the Fund to the Distributor for distribution
services.
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HOW TO PURCHASE SHARES
GENERAL
Shares representing an interest in the Fund are offered continuously for
sale by the Distributor. Except as decided below, the Institutional Shares are
currently available for purchase only by clients who have entered into
management agreements with the Adviser. Shares may be purchased initially by
completing the application included in this Prospectus and forwarding the
application to the Fund's transfer agent, PFPC. Purchases of Shares may be
effected by wire to an account to be specified by PFPC or by mailing a check or
Federal Reserve Draft, payable to the order of "The Boston Partners Large Cap
Value Fund" c/o PFPC Inc., P.O. Box 8950, Wilmington, Delaware 19899. The name
of the Portfolio, Boston Partners Large Cap Value Fund, 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 the Fund must be at least $100,000 and subsequent investments
must be at least $5,000. For purposes of meeting the Minimum initial purchase,
client which are part of endowments, foundation or other relate groups may be
aggregated. The Fund reserves the right to reject any purchase order.
Shares 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). Shares are offered at the next determined net asset
value per share, plus a sales load as described below.
The price paid for Shares purchased initially or acquired through the
exercise of an exchange privilege is based on the net asset value next computed
(plus a sales charge, if no sales charge has been previously imposed with
respect to such Shares) after an order is received by the Fund's transfer agent.
See "Exchange Privilege." Such price will be the net asset value next computed
(plus any applicable sales charge) after an order is received by the Fund
provided such order is transmitted to and received by the Fund's transfer agent
prior to its close of business on such day. Orders received by the Fund's
transfer agent after its close of business are priced at the net asset value
next determined (plus any applicable sales charge) 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 (plus any applicable sales charge) next
determined after the Fund's transfer agent receives the order and the completed
application.
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Shares may be purchased by officers and employees of the Adviser and any
pension and profit-sharing plan of the Adviser, without being subject to the
minimum investment limitations or the requirement that investors enter into an
investment management agreement.
AUTOMATIC INVESTING
Additional investments in Shares may be made automatically by authorizing
the Fund's transfer agent to withdraw funds from your bank account. Investors
desiring to participate in the automatic investing program should call the
Fund's transfer agent, PFPC, at (800)447-1139 (in Delaware call collect
(302)791-1149) to obtain the appropriate forms.
EXCHANGE PRIVILEGE
A shareholder may exchange Shares of the Fund for shares of the RBB Family
Money Market and Municipal Money Market Portfolios (the "RBB Family Money Market
Portfolios") (collectively, the "Participating Classes") by mail or telephone.
Shareholders may also exchange shares of any Participating Class for Shares by
mail or telephone. Shares of the Participating Class to be acquired must be
registered for sale in the investor's state. Shares of any Participating Class
may be acquired by exchange at net asset value (plus any applicable sales
charges, if any) of the class to be acquired next determined after the transfer
agent's receipt of a request for an exchange. REQUESTS FOR EXCHANGES BETWEEN THE
FUND AND RBB FAMILY MONEY MARKET CLASSES WILL BE HONORED ONLY ON MONEY MARKET
BUSINESS DAYS. A "Money Market Business Day" is any day that both the NYSE and
the Federal Reserve Bank of Philadelphia (the "FRB") are open. The FRB is
currently closed on weekends and the same holidays on which the NYSE is closed
(except Christmas Day (observed)), as well as Martin Luther King's Birthday,
Veterans Day and Columbus Day.
No exchange fee is currently imposed on exchanges, although the Fund
reserves the right to impose a $5.00 administrative fee for each exchange.
However, a sales charge is currently imposed on exchanges of shares in the RBB
Family Money Market Portfolios for Shares. An exchange of Shares will be treated
as a sale for Federal income tax purposes. See "Taxes."
The prospectus and statement of additional information for the
Participating Classes may be obtained from the Distributor. An investor
considering an exchange to any of the Participating Classes should refer to such
prospectus and statement of additional information for information regarding
such class.
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A shareholder wishing to make an exchange may do so by sending a written
request to the Fund's transfer agent. In the case of shareholders holding share
certificates, the certificates must accompany the request for an exchange.
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. SHAREHOLDERS HOLDING SHARE CERTIFICATES ARE NOT
ELIGIBLE TO EXCHANGE SHARES BY TELEPHONE BECAUSE SHARE CERTIFICATES MUST
ACCOMPANY ALL EXCHANGE REQUESTS. 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 contact PFPC by
telephone to request the exchange (800) 447-1139 (in Delaware call collect (302)
791-1149). 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. Neither the Fund nor PFPC will be liable for
any loss, liability, cost or expense for following the Fund's telephone
transaction procedures described below or for following instructions
communicated by telephone that it reasonably believes to be genuine.
The Fund'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
social security number and name of the fund, all of which must match the Fund's
records; (3) requiring the Fund's service representative to complete a telephone
transaction form, listing all of the above caller identification information;
(4) permitting exchanges only if the two account registrations are identical;
(5) 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; (6) 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 maintaining tapes of telephone
transactions for six months, if the fund elects to record shareholder telephone
transactions.
For accounts held of record by a broker-dealer, trustee, custodian or other
agent, 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 attorney-in-fact under power of attorney.
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If the exchanging shareholder does not currently own shares of a
Participating Class 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 a commercial bank or trust
company or a member firm of a national securities exchange. In order to
establish a systematic withdrawal plan for the new account, however, an
exchanging shareholder must file a specific written request. The exchange
privilege may be modified or terminated at any time, or from time to time, by
the Fund, upon 60 days' written notice to shareholders.
If an exchange is to a new Participating Class, the dollar value of shares
acquired must equal or exceed the Fund's minimum for a new account; if to an
existing account, the dollar value must equal or exceed the Fund's minimum for
subsequent investments. If any amount remains in the account from which the
exchange is being made, such amount must not drop below the minimum account
value required by the Fund.
RETIREMENT PLANS
Shares may be purchased in conjunction with individual retirement accounts
("IRAs") and rollover IRAs where PNC Bank acts as custodian. For further
information as to applications and annual fees, contact the Distributor or an
AUTHORIZED DEALER. TO DETERMINE WHETHER THE BENEFITS OF AN IRA ARE AVAILABLE
AND/OR APPROPRIATE, A SHAREHOLDER SHOULD CONSULT WITH A TAX ADVISER.
HOW TO REDEEM SHARES
NORMAL REDEMPTION
Shareholders may redeem for cash some or all of their Shares of the Fund at
any time. To do so, a written request in proper form must be sent directly to
Boston Partners Large Cap Value Portfolio c/o PFPC Inc., P.O. Box 8950,
Wilmington, Delaware 19899. There is no charge for a redemption.
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, as defined by SEC rules.
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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. For example, the Fund will issue share
certificates for the Shares if a written request has been made to the Fund's
transfer agent. In the case of shareholders holding share certificates, the
certificates for the shares being redeemed must accompany the redemption
request. Additional documentary evidence of authority is also required by the
Fund's transfer agent in the event redemption is requested by a corporation,
partnership, trust, fiduciary, executor or administrator.
SYSTEMATIC WITHDRAWAL PLAN
If your account has a value of at least $10,000, you may establish a
Systematic Withdrawal Plan for the Class and receive regular periodic payments.
A request to establish a Systematic Withdrawal Plan must be submitted in writing
to the Fund's transfer agent, PFPC Inc., P.O. Box 8950, Wilmington, Delaware
19899. SHAREHOLDERS HOLDING SHARE CERTIFICATES ARE NOT ELIGIBLE TO ESTABLISH A
SYSTEMATIC WITHDRAWAL PLAN BECAUSE SHARE CERTIFICATES MUST ACCOMPANY ALL
WITHDRAWAL REQUESTS. Each withdrawal redemption will be processed about the 25th
of the month and mailed as soon as possible thereafter. There are no service
charges for maintenance; the minimum amount that you may withdraw each period is
$100. (This is merely the minimum amount allowed and should not be mistaken for
a recommended amount.) The holder of a Systematic Withdrawal Plan will have any
income dividends and any capital gains distributions reinvested in full and
fractional shares at net asset value. To provide funds for payment, Shares will
be redeemed in such amount as is necessary at the redemption price, which is net
asset value next determined after the Fund's receipt of a redemption request.
Redemption of Shares may reduce or possibly exhaust the Shares in your account,
particularly in the event of a market decline. As with other redemptions, a
redemption to make a withdrawal payment is a sale for Federal income tax
purposes. Payments made pursuant to a Systematic Withdrawal Plan cannot be
considered as actual yield or income since part of such payments may be a return
of capital.
The maintenance of a Systematic Withdrawal Plan concurrently with purchases
of additional Shares would be disadvantageous because of the sales commission
involved in the additional purchases. You will ordinarily not be allowed to make
additional investments of less than the aggregate annual withdrawals under the
Systematic Withdrawal Plan during the time you have the plan in effect and,
while a Systematic Withdrawal Plan is in effect, you may not make periodic
investments under Automatic Investing. You will receive a confirmation of each
transaction showing the sources of the payment and the share and cash balance
remaining in your plan. The plan may be terminated
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on written notice by the shareholder or by the Fund and will terminate
automatically if all Shares are liquidated or withdrawn from the account or upon
the death or incapacity of the shareholder. You may change the amount and
schedule of withdrawal payments or suspend such payments by giving written
notice to the Fund's transfer agent at least seven Business Days prior to the
end of the month preceding a scheduled payment.
INVOLUNTARY REDEMPTION
The Fund reserves the right to redeem a shareholder's account at any time
the net asset value of the account falls below $500 as the result of a
redemption or an exchange request. Shareholders will be notified in writing that
the value of their account 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 the
Fund's transfer agent. Payment for Shares redeemed is made by check mailed
within seven days after acceptance by the Fund's transfer agent 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, the Fund's transfer
agent may delay mailing a redemption check, which may be a period of up to 15
days, pending a determination that the check has cleared. The Fund has elected
to be governed by Rule 18f-1 under the 1940 Act so that a portfolio 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 portfolio.
NET ASSET VALUE
The net asset value for the 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 is calculated as of 4:00 p.m. Eastern Time on each Business Day.
Valuation of securities held by the Fund 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
16
<PAGE>
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 the 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, the Fund may use a pricing
service, bank or broker-dealer experienced in such matters to value the
Portfolio'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 Fund will distribute substantially all of the net investment income and
net realized capital gains, if any, of the Portfolio to the Portfolio's
shareholders. All distributions are reinvested in the form of additional full
and fractional Shares unless a shareholder elects otherwise.
The Portfolio will declare and pay dividends from net investment income
annually. 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 constitute "exempt interest dividends" or that are treated as
a return of capital) regardless of whether such distributions are paid in cash
or reinvested in additional Shares.
17
<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, or whether such gain was attributable to bonds bearing
tax-exempt interest. All other distributions, to the extent they are taxable,
are taxed to shareholders as ordinary income. The maximum marginal rate on
ordinary income for individuals, trusts and estates is generally 31% while the
maximum rate imposed on net capital gain of such taxpayers is 28%. Corporate
taxpayers are taxed at the same rates on both ordinary income and capital gains.
RBB will send written notices to shareholders annually regarding the tax
status of distributions made by each Fund. Dividends declared in October,
November or 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.
Shareholders who exchange Shares representing interests in one Fund for
Shares representing interests in another Fund will generally recognize 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. Future legislative or administrative changes or court
decisions may materially affect the tax consequences of investing in one or more
Funds of RBB. Shareholders are also urged to consult their tax advisers
concerning the application of state and local income taxes to investments in RBB
which may differ from the Federal income tax consequences described above.
18
<PAGE>
MULTI-CLASS STRUCTURE
The Fund offers other classes of shares which are offered directly to
individual investors and financial planners pursuant to separate prospectuses.
Shares of each class represent equal pro rata interests in the Fund and accrue
dividends and calculate net asset value and performance quotations in the same
manner. The Fund quotes performance of the Adviser and Investor Shares
separately from Institutional Shares. Because of different fees paid by the
Institutional Shares, the total return on such shares can be expected, at any
time, to be different than the total return on Adviser and Investor Shares.
Information concerning these other classes may be obtained by calling
[Counsellors Securities/PFPC] at 1-800- - ].
DESCRIPTION OF SHARES
The Fund has authorized capital of thirty billion shares of Common Stock,
$.001 par value per share, of which 12.35 billion shares are currently
classified into 70 different classes of Common stock. See "Description of
Shares" in the Statement of Additional Information."
THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED
HEREIN RELATE PRIMARILY TO BOSTON PARTNERS LARGE CAP VALUE CLASS AND DESCRIBE
ONLY THE INVESTMENT OBJECTIVE AND POLICIES, OPERATIONS, CONTRACTS AND OTHER
MATTERS RELATING TO BOSTON PARTNERS LARGE CAP VALUE CLASS.
Each share that represents an interest in a portfolio has an equal
proportionate interest in the assets belonging to such portfolio with each other
share that represents an interest in such portfolio, even where a share has a
different class designation than another share representing an interest in that
portfolio. Shares of the Fund do not have preemptive or conversion rights. When
issued for payment as described in this Prospectus, Shares will be fully paid
and non-assessable.
The Fund 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, the Fund will assist in shareholder communication in such
matters.
Holders of Shares of the Portfolio will vote in the aggregate and not by
class on all matters, except where otherwise required by law. Further,
shareholders of all investment
19
<PAGE>
portfolios of the Fund 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 the Fund 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 the Fund may elect all of
the directors.
As of September __, 1996, to the Fund'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
Fund's investment operations and annual financial statements audited by
independent accountants. Shareholder inquiries should be addressed to PFPC Inc.,
the Fund's transfer agent, Bellevue Park Corporate Center, 400 Bellevue Parkway,
Wilmington, Delaware 19809, toll-free (800) 447-1139 (in Delaware call collect
(302) 791-1149).
SHARE CERTIFICATES
The Fund will issue share certificates for the Class only upon the written
request of a shareholder sent to PFPC.
HISTORICAL PRO-FORMA PERFORMANCE INFORMATION
Presented below are the pro forma performance histories of certain managed
accounts advised by the Adviser for various periods ended December 31, 1995,
assuming total expenses of 1.00%.
AVERAGE ANNUAL TOTAL RETURN
1 Year __ Months
(From Adviser's
commencement of
business on ________)
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<PAGE>
----% -----%
The accounts managed by the Adviser have investment objectives, policies
and strategies substantially similar to those to be employed in managing the
Fund. The historical pro-forma performance information presented above for the
managed accounts includes reinvestment of dividends received on the underlying
securities. This information is deemed relevant with respect to the Fund because
these accounts were managed using substantially the same investment objective,
policies, restrictions and methodologies as those to be used by the Fund. The
periods shown are the entire periods during which these accounts were managed in
this manner. However, this performance information is not necessarily indicative
of the future performance of the Fund. Because the Fund will be actively
managed, its investments will vary from time to time and will not be identical
to the past portfolio investments of the managed accounts. The Fund's
performance will fluctuate so that an investor's shares, when redeemed, may be
worth more or less than their original costs.
FUTURE PERFORMANCE INFORMATION
From time to time, the Fund may advertise its 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 the Fund. 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 Fund 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 the Fund's
performance with other measures of investment return. For example, the 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 the Standard & Poor's 500 Stock Index or the
Dow Jones Industrial Average. Performance information may also include
evaluation of the Fund 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.
All
21
<PAGE>
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.
From time to time, the Fund may also advertise its "30-day yield." The
yield of the Fund refers to the income generated by an investment in the Fund
over the 30-day period identified in the advertisement, and is computed by
dividing the net investment income per share earned by a Fund during the period
by the maximum public offering price per share of the last day of the period.
This income is "annualized" by assuming that the amount of income is generated
each month over a one-year period and is compounded semi-annually. The
annualized income is then shown as a percentage of the net asset value.
The yield on Shares of the Fund will fluctuate and is not necessarily
representative of future results. Shareholders should remember that yield is
generally a function of portfolio quality and maturity, type of instrument,
operating expenses and market conditions. Any fees charged by broker/dealers
directly to their customers in connection with investments in the Fund are not
reflected in the yields on the Fund's Shares, and such fees, if charged, will
reduce the actual return received by shareholders on their investments.
22
<PAGE>
SUBJECT TO COMPLETION
Preliminary Statement of Additional Information
Dated September 13, 1996
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
BOSTON PARTNERS LARGE CAP VALUE FUND
(Advisor, Investor and Institutional Classes)
Of
The RBB Fund, Inc.
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information provides supplementary information
pertaining to shares of the Advisor, Investor and Institutional Classes (the
"Shares") representing an interest in the Boston Partners Large Cap Value Fund
(the "Portfolio") of The RBB Fund, Inc. (the "Fund"). This Statement of
Additional Information is not a prospectus, and should be read only in
conjunction with the Boston Partners Large Cap Value Fund Prospectus of the
Fund, dated December __, 1996 (the "Prospectus"). A copy of the Prospectus may
be obtained from the Fund's distributor by calling toll-free (800) 888-9723.
This Statement of Additional Information is dated December __, 1996.
CONTENTS
Prospectus
Page Page
---- ----------
General........................................ 2 2
Investment Objectives and Policies ............ 2 4
Directors and Officers ........................ 12 N/A
Investment Advisory, Distribution
and Servicing Arrangements ................... 14 6
Portfolio Transactions ........................ 19 8
Purchase and Redemption Information ........... 20 9,13
Valuation of Shares ........................... 21 14
Performance and Yield Information.............. 21 18
Taxes ......................................... 23 15
Additional Information Concerning Fund Shares.. 28 15
Miscellaneous ................................. 28 N/A
Financial Statements .......................... N/A N/A
Appendix....................................... A-1 N/A
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 THE FUND OR ITS DISTRIBUTOR. THE PROSPECTUS DOES NOT CONSTITUTE AN OFFERING
BY THE FUND OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY
NOT LAWFULLY BE MADE.
<PAGE>
GENERAL
The RBB Fund, Inc. (the "Fund") is an open-end management investment
company currently operating or proposing to operate nineteen separate investment
portfolios. The Fund was organized as a Maryland corporation on February29,
1988.
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 Portfolio. A
description of ratings of certain instruments the Portfolio may purchase is set
forth in Appendix A hereto.
ADDITIONAL INFORMATION ON PORTFOLIO INVESTMENTS.
LENDING OF PORTFOLIO SECURITIES. The Portfolio may lend its portfolio
securities to financial institutions in accordance with the investment
restrictions described below. Such loans would involve risks of delay in
receiving additional collateral in the event the value of the collateral
decreased 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 deemed by the Portfolio's investment adviser to be of good standing
and only when, in the Adviser's judgment, the income to be earned from the loans
justifies the attendant risks. Any loans of the Portfolio's securities will be
fully collateralized and marked to market daily. The Portfolio does not
presently intend to invest more than 5% of net assets in securities lending.
INDEXED SECURITIES. The Portfolio may invest in indexed securities whose
value is linked to securities indices. Most such securities have values which
rise and fall according to the change in one or more specified indices, and may
have characteristics similar to direct investments in the underlying securities.
The Portfolio does not presently intend to invest more than 5% of net assets in
indexed securities.
CONVERTIBLE SECURITIES. The Portfolio may invest in convertible securities.
A convertible security is a bond, debenture, note, preferred stock or other
security that may be converted into or exchanged for a prescribed amount of
common stock of the same or a different issuer within a particular period of
time at a specified price or formula. A convertible security entitles the holder
to receive interest paid or accrued on debt or the dividend paid on preferred
stock until the convertible security matures or is redeemed, converted or
exchanged. Before conversion, convertible securities have characteristics
similar to nonconvertible debt securities in that they ordinarily provide a
stable stream of income with generally higher
2
<PAGE>
yields than those of common stocks of the same or similar issuers. Convertible
securities rank senior to common stock in a corporation's capital structure but
are usually subordinated to comparable nonconvertible securities. While no
securities investment is completely without risk, investments in convertible
securities generally entail less risk than the corporation's common stock,
although the extent to which such risk is reduced depends in large measure upon
the degree to which the convertible security sells above its value as a fixed
income security.Convertible securities have unique investment characteristics
in that they generally (1) have higher yields than common stocks, but lower
yields than comparable non-convertible securities, (2) are less subject to
fluctuation in value than the underlying stock since they have fixed
income characteristics and (3) provide the potential for capital appreciation
if the market price of the underlying common stock increases.
The value of a convertible security is a function of its "investment value"
(determined by its yield in comparison with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege) and its
"conversion value" (the security's worth, at market value, if converted into the
underlying common stock). The investment value of a convertible security is
influenced by changes in interest rates, with investment value declining as
interest rates increase and increasing as interest rates decline. The credit
standing of the issuer and other factors also may have an effect on the
convertible security's investment value. The conversion value of a convertible
security is determined by the market price of the underlying common stock. If
the conversion value is low relative to the investment value, the price of the
convertible security is governed principally by its investment value. Generally
the conversion value decreases as the convertible security approaches maturity.
To the extent the market price of the underlying common stock approaches or
exceeds the conversion price, the price of the convertible security will be
increasingly influenced by its conversion value. A convertible security
generally will sell at a premium over its conversion value by the extent to
which investors place value on the right to acquire the underlying common stock
while holding a fixed income security.
A convertible security might be subject to redemption at the option of the
issuer at a price established in the convertible security's governing
instrument. If a convertible security held by the Portfolio is called for
redemption, the Portfolio will be required to permit the issuer to redeem the
security, convert it into the underlying common stock or sell it to a third
party. The Portfolio does not presently intend to invest more than 5% of net
assets in convertible securities.
REPURCHASE AGREEMENTS. The Portfolio 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 securities held
subject to a repurchase agreement may have stated maturities exceeding 397
calendar days, provided the repurchase agreement itself matures in less than 397
calendar days. The financial institutions with whom the Portfolio may enter into
repurchase agreements will be banks
3
<PAGE>
which the Adviser considers creditworthy pursuant to criteria approved by the
Board of Directors and non-bank dealers of U.S. Government securities that are
listed on the Federal Reserve Bank of New York's list of reporting dealers. The
Adviser will consider the creditworthiness of a seller in determining whether
to have the Portfolio 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. The Adviser or Sub-Adviser 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 the Portfolio to
possible loss because of adverse market action or delays in connection with the
disposition of the underlying obligations. The Portfolio does not presently
intend to invest more than 5% of net assets in repurchase agreements.
REVERSE REPURCHASE AGREEMENTS. Reverse repurchase agreements involve the
sale of securities held by the Portfolio pursuant to the Portfolio'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 (the "1940 Act"), and may be entered into only for temporary or
emergency purposes. While reverse repurchase transactions are outstanding, the
Portfolio will maintain in a segregated account with the Fund's 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 the
Portfolio may decline below the price of the securities the Portfolio is
obligated to repurchase. The Portfolio does not presently intend to invest more
than 5% of net assets in reverse repurchase agreements.
U.S. GOVERNMENT OBLIGATIONS. The Portfolio may purchase U.S. Government
agency and instrumentality obligations which are debt securities issued by U.S.
Government-sponsored enterprises and Federal agencies. Some obligations of
agencies and instrumentalities of the U.S. Government are supported by the full
faith and credit of the U.S. or by U.S. Treasury guarantees, such as securities
of the Government National Mortgage Association and the Federal Housing
Authority; others, by the ability of the issuer to borrow, provided approval is
granted, from the U.S. Treasury, such as securities of the Federal Home Loan
Mortgage Corporation and others, only by the credit of the agency or
instrumentality issuing the obligation, such as securities of the Federal
National Mortgage Association and the Federal Loan Banks.
The Portfolio's net assets may be invested in obligations issued or
guaranteed by the U.S. Treasury or the agencies or instrumentalities of the U.S.
Government, including options and futures on such obligations. The maturities of
U.S. Government securities usually range from three months to thirty
years. Examples of types of U.S. Government obligations include U.S.
4
<PAGE>
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, Central Bank for
Cooperatives, Federal Home Loan Mortgage Corporation, Federal Intermediate
Credit Banks, Maritime Administration, the Asian-American Development Bank and
the Inter-American Development Bank. The Portfolio does not presently intend to
invest more than 5% of net assets in U.S. government securities.
ILLIQUID SECURITIES. The Portfolio 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), including 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. With respect to the Portfolio, 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. 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
5
<PAGE>
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 Adviser anticipates that the
market for certain restricted securities such as institutional commercial paper
will expand further as a result of this regulation and the development of
automated systems for the trading, clearance and settlement of unregistered
securities of domestic and foreign issuers, such as the PORTAL System sponsored
by the National Association of Securities Dealers, Inc.
The Adviser will monitor the liquidity of restricted securities in the
Portfolio 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). The Portfolio does not
presently intend to invest more than 5% of net assets in illiquid securities.
HEDGING INVESTMENTS. At such times as the Adviser deems it appropriate and
consistent with the investment objective of the Portfolio, the Portfolio may
invest in financial futures contracts and options on financial future contracts.
The purpose of such transactions is to hedge against changes in the market value
of securities in the Portfolio caused by fluctuating interest rates, and to
close out or offset its existing positions in such futures contracts or options
as described below. Such instruments will not be used for speculation. The
Portfolio does not presently intend to invest more than 5% of net assets in
hedging investments.
FUTURES CONTRACTS. The Portfolio may invest in financial futures contracts
with respect to those securities listed on the S&P 500 Stock Index. Financial
futures contracts obligate the seller to deliver a specific type of security
called for in the contract, at a specified future time, and for a specified
price. Financial futures contracts may be satisfied by actual delivery of the
securities or, more typically, by entering into an offsetting transaction. There
are risks that are associated with the use of futures contracts for hedging
purposes. In certain market conditions, as in a rising interest rate
environment, sales of futures contracts may not completely offset a decline in
value of the portfolio securities against which the futures contracts are being
sold. In the futures market, it may not always be possible to execute a buy or
sell order at the desired price, or to close out an open position due to market
conditions, limits on open positions, and/or daily price fluctuations. Risks in
the use of futures contracts also result from the possibility that changes in
the market interest rates may differ substantially from the changes anticipated
by the Portfolio's investment adviser when hedge positions were established. The
Portfolio does not presently intend to invest more than 5% of net assets in
futures contracts.
6
<PAGE>
OPTIONS ON FUTURES. The Portfolio may purchase and write call and put
options on futures contracts with respect to those securities listed on the S&P
500 Stock Index and enter into closing transactions with respect to such options
to terminate an existing position. An option on a futures contract gives the
purchaser the right, in return for the premium paid, to assume a position in a
futures contract. The Portfolio may use options on futures contracts in
connection with hedging strategies. The purchase of put options on futures
contracts is a means of hedging against the risk of rising interest rates. The
purchase of call options on futures contracts is a means of hedging against a
market advance when the Portfolio is not fully invested.
There is no assurance that the Portfolio will be able to close out its
financial futures positions at any time, in which case it would be required to
maintain the margin deposits on the contract. There can be no assurance that
hedging transactions will be successful, as there may be imperfect correlations
(or no correlations) between movements in the prices of the futures contracts
and of the securities being hedged, or price distortions due to market
conditions in the futures markets. Such imperfect correlations could have an
impact on the Portfolio's ability to effectively hedge its securities. The
Portfolio does not presently intend to invest more than 5% of net assets in
options on futures.
BANK OBLIGATIONS. The Portfolio may purchase obligations of issuers in the
banking industry, such as short-term obligations of bank holding companies,
certificates of deposit, bankers' acceptances and time deposits issued by U.S.
or foreign banks or savings institutions having total assets at the time of
purchase in excess of $1 billion. Investment in obligations of foreign banks or
foreign branches of U.S. banks may entail risks that are different from those of
investments in obligations of U.S. banks due to differences in political,
regulatory and economic systems and conditions. The Portfolio may also make
interest-bearing savings deposits in commercial and savings banks in amounts not
in excess of 5% of its total assets. The Portfolio does not presently intend to
invest more than 5% of net assets in bank obligations.
COMMERCIAL PAPER. The Portfolio may purchase commercial paper rated (at the
time of purchase) "A-1" by S&P or "Prime-1" by Moody's or, when deemed advisable
by the Portfolio's investment adviser, issues rated "A-2" or "Prime-2" by S&P or
Moody's respectively. These rating symbols are described in Appendix A hereto.
The Portfolio may also purchase unrated commercial paper provided that such
paper is determined to be of comparable quality by the Portfolio's investment
adviser pursuant to guidelines approved by the Fund's Board of Directors.
Commercial paper issues in which the Portfolio may invest include securities
issued by corporations without registration under the Securities Act in reliance
on the exemption from such registration afforded by Section 3(a)(3) thereof, and
commercial paper issued in reliance on the so-called "private placement"
exemption from registration which is afforded by Section 4(2) of the Securities
Act ("Section 4(2) paper"). Section 4(2) paper is restricted as to disposition
under the Federal securities laws in that any resale must similarly be made in
an exempt transaction. Section 4(2) paper is normally resold to other
institutional
7
<PAGE>
investors through or with the assistance of investment dealers who make a
market in Section 4(2) paper, thus providing liquidity. The Portfolio does not
presently intend to invest more than 5% of net assets in commercial paper.
VARIABLE RATE DEMAND NOTES. The Portfolio may purchase variable rate demand
notes, which are unsecured instruments that permit the indebtedness thereunder
to vary and provide for periodic adjustment in the interest rate. Although the
notes are not normally traded and there may be no active secondary market in the
notes, the Portfolio will be able (at any time or during specified periods not
exceeding 397 calendar days, depending upon the note involved) to demand payment
of the principal of a note. The notes are not typically rated by credit rating
agencies, but issuers of variable rate demand notes must satisfy the same
criteria as set forth above for issuers of commercial paper. If an issuer of a
variable rate demand note defaulted on its payment obligation, the Portfolio
might be unable to dispose of the note because of the absence of an active
secondary market. For this or other reasons, the Portfolio might suffer a loss
to the extent of the default. The Portfolio invests in variable rate demand
notes only when the Portfolio's investment adviser deems the investment to
involve minimal credit risk. The Portfolio's investment adviser also monitors
the continuing creditworthiness of issuers of such notes to determine whether
the Portfolio should continue to hold such notes. The Portfolio does not
presently intend to invest more than 5% of net assets in variable rate demand
notes.
"WHEN-ISSUED" SECURITIES. When-issued securities are securities purchased
for delivery beyond the normal settlement date at a stated price and yield. The
Portfolio will generally not pay for such securities or start earning interest
on them until they are received. Securities purchased on a when-issued basis are
recorded as an asset when the commitment is entered into and are subject to
changes in value prior to delivery based upon changes in the general level of
interest rates. The Portfolio does not presently intend to invest more than 5%
of net assets in when-issued securities.
INVESTMENT LIMITATIONS.
The Portfolio has adopted the following fundamental investment limitations
which may not be changed without the affirmative vote of the holders of a
majority of the Portfolio's outstanding Shares (as defined in Section 2(a)(42)
of the Investment Company Act). The Portfolio may not:
1. Borrow money, except from banks, and only if after such borrowing there
is asset coverage of at least 300% for all borrowings of the Portfolio; or
mortgage, pledge or hypothecate any of its assets except in connection with any
such borrowing and in amounts not in excess of the lesser of the dollar amounts
borrowed or 33 1/3% of the value of the Portfolio's total assets at the time of
such borrowing; (For the purpose of this restriction, collateral arrangements
with respect to, if applicable, the writing of options, and futures contracts,
options on futures contracts, and collateral arrangements with respect to
initial and variation margin are not deemed to be a pledge of assets and neither
such arrangements nor the purchase
8
<PAGE>
or sale of futures or related options are deemed to be the issuance of a
senior security for purposes of Investment Limitation No. 2);
2. Issue any senior securities, except as permitted under the Investment
Company Act;
3. Act as an underwriter of securities within the meaning of the Securities
Act of 1933 except insofar as it might be deemed to be an underwriter upon
disposition of certain portfolio securities acquired within the limitation on
purchases of restricted securities;
4. Purchase or sell real estate (including real estate limited partnership
interests), provided that the Portfolio may invest in securities secured by real
estate or interests therein or issued by companies that invest in real estate or
interests therein;
5. Purchase or sell commodities or commodity contracts, except that a
Portfolio may deal in forward foreign exchange between currencies of the
different countries in which it may invest and purchase and sell stock index and
currency options, stock index futures, financial futures and currency futures
contracts and related options on such futures;
6. Make loans, except through loans of portfolio instruments and repurchase
agreements, provided that for purposes of this restriction the acquisition of
bonds, debentures or other debt instruments or interests therein and investment
in government obligations, Loan Participations and Assignments, short-term
commercial paper, certificates of deposit and bankers' acceptances shall not be
deemed to be the making of a loan; and
7. Invest more than 25% of its assets, taken at market value at the time of
each investment, in the securities of issuers in any particular industry
(excluding the U.S. Government and its agencies and instrumentalities).
8. 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
the Portfolio'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 Portfolio, except that up to 25% of the value of the Portfolio's
total assets may be invested without regard to such limitations; or
9. The Portfolio may invest in securities issued by other investment
companies within the limited prescribed by the 1940 Act. The Portfolio currently
intends to limit its investments so that, as determined immediately after a
securities purchase is made; (i) not more than 5% of the value of its total
assets will be invested in the securities of any one investment company; (ii)
not more than 10% of the value of its total assets will be invested in the
aggregate in securities of investment companies as a group; and (iii) not more
than 3% of the outstanding voting stock of any one
9
<PAGE>
investment company will be owned by the Portfolio or by the Fund as a
whole. As a shareholder of another investment company, the Portfolio would bear,
along with other shareholders, its pro rate portion of the other investment
company's expenses, including advisory fees. These expenses would be in addition
to the advisory and other expenses that the Portfolio bears directly in
connection with its own operations.
ADDITIONAL INVESTMENT LIMITATIONS.
In addition to the fundamental investment limitations specified above, the
Portfolio may not:
1. Make investments for the purpose of exercising control or
management. Investments by the Portfolio in wholly-owned investment
entities created under the laws of certain countries will not be deemed the
making of investments for the purpose of exercising control or management;
2. Purchase securities on margin, except for short-term credits
necessary for clearance of portfolio transactions, and except that the
Portfolio may make margin deposits in connection with its use of options,
futures contracts, options on futures contracts and forward contracts;
3. Purchase or sell interests in oil, gas or other mineral exploration
or development programs, except that the Portfolio may invest in securities
issued by companies that engage in oil, gas or other mineral exploration or
development activities; and
4. Purchase or retain the securities of any issuer, if those
individual officers and directors of the Fund, the Adviser or any
subsidiary thereof each owning beneficially more than 1/2 of 1% of the
securities of such issuer own in the aggregate more than 5% of the
securities of such issuer.
The policies set forth above are not fundamental and thus may be changed by
the Fund's Board of Directors without a vote of the shareholders.
In order to permit the sale of the Portfolio in certain states, the Fund on
behalf of the Portfolio has undertaken to adhere to the following investment
policies, each of which may be changed without shareholder approval:
(1) That the dollar amount of short sales at any one time shall not
exceed 25% of the net equity of a Portfolio, and the value of securities of
any one issuer in which a Portfolio is short may not exceed the lesser of
2.0% of the value of a Portfolio's net assets or 2.0% of the securities of
any class of any issuer. Short sales may be made only in those securities
which are fully listed on a national securities exchange. This provision
does not include the sale of securities if the Portfolio contemporaneously
owns or has the right to
10
<PAGE>
obtain securities equivalent in kind and amount to those sold, i.e., short
sales against the box.
(2) That the investment in warrants, valued at the lower of cost or
market, may not exceed 5.0% of the value of a Portfolio's net assets.
Included within that amount, but not to exceed 2.0% of the value of a
Portfolio's net assets, may be warrants which are not listed on the New
York or American Stock Exchange. Warrants acquired by a Portfolio in units
or attached to securities may be deemed to be without value.
Except for the percentage restrictions applicable to the borrowing of
money, if a percentage restriction is adhered to at the time of investment, a
later increase or decrease in percentage resulting from a change in market
values of portfolio securities or amount of total or net assets will not be
considered a violation of any of the foregoing restrictions.
In order to permit the sale of Shares of the Portfolio in certain states,
the Portfolio may make commitments more restrictive than the investment policies
and limitations above. If the Portfolio determines that any such commitment is
no longer in its best interest, it will revoke the commitment by terminating
sales of its Shares in the state involved.
Securities held by the Portfolio generally may not be purchased form, sold
or loaned to the Adviser or its affiliates or any of their directors, officers
or employees, acting as principal, unless pursuant to a rule or exemptive order
under the Investment Company Act.
DIRECTORS AND OFFICERS
The directors and executive officers of the Fund, their business addresses
and principal occupations during the past five years are:
<TABLE>
<CAPTION>
Position Principal Occupation
Name and Address and Age with Fund During Past Five Years
- ------------------------ --------- ----------------------
<S> <C> <C>
Arnold M. Reichman -48* Director Since 1986, Managing
466 Lexington Avenue Director and Assistant
New York, NY 10017 Secretary, E. M. Warburg, Pincus & Co.,
Inc.; Since 1990, Chief Executive Officer
and since 1991, Secretary, Counsellors
Securities Inc; Officer of various investment
companies advised by Warburg, Pincus Counsellors, Inc.
Robert Sablowsky -58** Director Since 1985, Executive
14 Wall Street Vice President of
New York, NY 10005 Gruntal & Co., Inc.,
Director, Gruntal & Co.,
Inc. and Gruntal Financial
Corp.
11
<PAGE>
Position Principal Occupation
Name and Address and Age with Fund During Past Five Years
- ------------------------ --------- ----------------------
Francis J. McKay-60 Director Since 1963, Executive
7701 Burholme Avenue Vice President, Fox Chase
Philadelphia, PA 1911 Cancer Center (Biomedical
research and medical care.)
Marvin E. Sternberg -62 Director Since 1974, Chairman,
937 Mt. Pleasant Road Director and President,
Bryn Mawr, PA 19010 Moyco Industries, Inc.
(manufacturer of dental supplies and 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).
Julian A. Brodsky -63 Director Director, Vice Chairman 1969 to present
1234 Market Street Comcast Corporation (cable television and
16th Floor communication); Director Comcast
Philadelphia, PA 19107-3723 Cablevision of Philadelphia (cable television and
communications) and Nextel
(wireless communication)
Donald van Roden -72 Director Self-employed businessman. From
1200 Old Mill Lane From February 1980 to March 1987, Vice
Wyomissing, PA 19610 Chairman, SmithKline Beckman Corporation (pharmaceuticals);
Director, AAA Mid-Atlantic (auto service); Director,
Keystone Insurance Co.
Edward J. Roach -72 President Certified Public Accountant; Vice
Suite 152 and Chairman of the Board,
Bellevue Park Treasurer Fox Chase Cancer Center; Trustee
Corporate Center Emeritus, Pennsylvania School for the
400 Bellevue Parkway Deaf; Trustee Emeritus, Immaculata
Wilmington, DE 19809 College; Vice President and Treasurer of various investment
companies advised by PNC Institutional Management
Corporation.
Morgan R. Jones -56 Secretary Chairman of the law firm of Drinker
1100 PNB Bank Building Biddle & Reath, Philadelphia,
Broad and Chestnut Streets Pennsylvania; Director, Rocking Horse Child Care Centers of
America, Inc.
</TABLE>
12
<PAGE>
- ----------
* Mr. Reichman is an "interested person" of the Fund as that term is
defined in the 1940 Act by virtue of his position with Counsellors
Securities Inc., the Fund's distributor.
** Mr. Sablowsky is an "interested person" of the Fund as that term is
defined in the 1940 Act by virtue of his position with Gruntal & Co.,
Inc., a broker-dealer which sells the Fund's shares.
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 the Fund 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 the Fund 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 the
Fund.
The Fund pays directors who are not "affiliated persons" (as that term is
defined in the 1940 Act) of any Investment Adviser or sub-adviser of the Fund or
the Distributer $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 the Fund are reimbursed for any
expenses incurred in attending meetings of the Board of Directors or any
committee thereof. For the year ended August31, 1996, each of the following
members of the Board of Directors received compensation from the Fund in the
following amounts:
DIRECTOR COMPENSATION
Director Compensation
-------- ------------
Julian A. Brodsky $12,525
Francis J. McKay 15,975
Marvin E. Sternberg 16,725
Donald van Roden 21,025
13
<PAGE>
On October 24, 1990 the Fund adopted, as a participating employer, the Fund
Office Retirement Profit-Sharing Plan and Trust Agreement, a retirement plan for
employees (currently Edward J. Roach) pursuant to which the Fund 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 the Fund's advisers,
custodians, administrators and distributor, the Fund itself requires only one
part-time employee. No officer, director or employee of Boston Partners or the
Distributor currently receives any compensation from the Fund.
INVESTMENT ADVISORY, DISTRIBUTION
AND SERVICING ARRANGEMENTS
ADVISORY AGREEMENT. Boston Partners Asset Management, L.P. ("Boston
Partners") renders advisory services to the Portfolio pursuant to an Investment
Advisory Agreement. The Advisory Agreement is dated ____ __, 1996 and is
hereinafter referred to as the "Advisory Contract."
Boston Partners has investment discretion for the Portfolio and will make
all decisions affecting assets in the Portfolio under the supervision of the
Fund's Board of Directors and in accordance with the Portfolio's stated
policies. Boston Partners will select investments for the Portfolio. For its
services to the Portfolio, Boston Partners will be paid a monthly advisory fee
computed at an annual rate of .50% of the Portfolio's average daily net assets.
As required by various state regulations, Boston Partners will reimburse
the Fund or the Portfolio (as applicable) on a pro rata basis if and to the
extent that the aggregate operating expenses of the Fund or the Portfolio exceed
applicable state limits for the fiscal year, to the extent required by such
state regulations. Currently, the most restrictive of such applicable limits is
21/2% of the first $30 million of average annual net assets, 2% of the next $70
million of average annual net assets and 11/2% of the remaining average annual
net assets. Certain expenses, such as brokerage commissions, taxes, interest and
extraordinary items, are excluded from this limitation. Whether such expense
limitations apply to the Fund as a whole or to the Portfolio on an individual
basis depends upon the particular regulations of such states.
The Portfolio bears all of its own expenses not specifically assumed by
Boston Partners. General expenses of the Fund not readily identifiable as
belonging to a portfolio of the Fund are allocated among all investment
portfolios by or under the direction of the Fund's Board of Directors in such
manner as the Board determines to be fair and equitable. Expenses borne by a
portfolio include, but are not limited to, the following (or a portfolio's share
of the following): (a) the cost (including brokerage commissions) of securities
purchased or sold by a portfolio and any losses incurred in connection
therewith; (b) fees payable to and expenses incurred on behalf of a portfolio by
its investment adviser; (c) expenses of organizing the Fund that are not
attributable to a class of the Fund; (d) certain of the filing fees and expenses
relating to the registration and qualification of the
14
<PAGE>
Fund and a portfolio's shares under Federal and/or state securities laws and
maintaining such registrations and qualifications; (e) fees and salaries payable
to the Fund'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 or claim for damages or other relief asserted against the Fund or a
portfolio 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 the Fund 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 the Fund, are allocated to such class.
Under the Advisory Contract, Boston Partners will not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund or the
Portfolio in connection with the performance of the Advisory Contract, except a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of Boston Partners in the performance of their respective duties or from
reckless disregard of their duties and obligations thereunder.
The Advisory Contract was most recently approved on __________, 1996 by
vote of the Fund'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 Contract was approved by the
Portfolio's initial shareholder. The Advisory Contract is terminable by vote of
the Fund's Board of Directors or by the holders of a majority of the outstanding
voting securities of the Portfolio, at any time without penalty, on 60 days'
written notice to Boston Partners. The Advisory Contract may also be terminated
by Boston Partners on 60 days' written notice to the Fund. The Advisory Contract
terminates automatically in the event of their assignment.
CUSTODIAN AND TRANSFER AGENCY AGREEMENTS. PNC Bank is custodian of the
Portfolio's assets pursuant to a custodian agreement dated August16, 1988, as
amended (the "Custodian Agreement"). Under the Custodian Agreement, PNC Bank (a)
maintains a separate account or accounts in the name of the
15
<PAGE>
Portfolio (b) holds and transfers portfolio securities on account of the
Portfolio, (c) accepts receipts and makes disbursements of money on behalf of
the Portfolio, (d) collects and receives all income and other payments and
distributions on account of the Portfolio's portfolio securities and (e) makes
periodic reports to the Fund's Board of Directors concerning the Portfolio's
operations. PNC Bank is authorized to select one or more banks or trust
companies to serve as sub-custodian on behalf of the Fund, provided that PNC
Bank remains responsible for the performance of all its duties under the
Custodian Agreement and holds the Fund harmless from the acts and omissions of
any sub-custodian. For its services to the Fund under the Custodian Agreement,
PNC Bank receives a fee. For this Portfolio, the fee is calculated based upon
the Portfolio's average daily gross assets as follows: $.18 per $1,000 on the
first $100 million of average daily gross assets; $.15 per $1,000 on the next
$400 million of average daily gross assets; $.125 per $1,000 on the next $500
million of average daily gross assets; and $.10 per $1,000 on average daily
gross assets over $1 billion, exclusive of transaction charges and out-of-pocket
expenses, which are also charged to the Fund.
PFPC Inc. ("PFPC"), an affiliate of PNC Bank, serves as the transfer and
dividend disbursing agent for the Portfolio pursuant to a Transfer Agency
Agreement dated November 5, 1991, as supplemented by a Transfer Agency Agreement
Supplement, dated __________, 1996 (collectively, the "Transfer Agency
Agreement"), under which PFPC (a) issues and redeems shares of the Portfolio,
(b) addresses and mails all communications by the Portfolio to record owners of
the Shares, 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 the
Fund's Board of Directors concerning the operations of the Portfolio. PFPC may,
on 30 days' notice to the Fund, assign its duties as transfer and dividend
disbursing agent to any other affiliate of PNC Bank Corp. For its services to
the Fund with respect to the Portfolio, under the Transfer Agency Agreement,
PFPC receives a fee at the annual rate of $__ per account in the Portfolio,
exclusive of out-of-pocket expenses, and also receives reimbursement of its
out-of-pocket expenses.
ADMINISTRATION AGREEMENTS. PFPC serves as administrator to the Portfolio
pursuant to an Administration and Accounting Services Agreement dated ______ ,
1996, (the "Administration Agreement"). PFPC has agreed to furnish to the Fund
on behalf of the Portfolio statistical and research data, clerical, accounting
and bookkeeping services, and certain other services required by the Fund. In
addition, PFPC has agreed to prepare and file various reports with the
appropriate regulatory agencies and prepare materials required by the SEC or any
state securities commission having jurisdiction over the Fund.
The Administration Agreement provides that PFPC shall not be liable for any
error of judgment or mistake of law or any loss suffered by the Fund or the
Portfolio in connection with the performance of the agreement, except a loss
resulting from willful misfeasance, gross negligence or reckless disregard by it
of its duties and obligations thereunder. In consideration
16
<PAGE>
for providing services pursuant to the Administration Agreement, PFPC receives a
fee calculated at an annual rate of __% of the Portfolio's average daily net
assets, with a minimum fee of $_________.
ADMINISTRATIVE SERVICES AGENT. Counsellors Funds Service, Inc.
("Counsellors Service"), a wholly-owned subsidiary of Counsellors Securities
Inc. ("Counsellors" or the "Distributor"), also provides certain administrative
services to the Portfolio, subject to the supervision and direction of the Board
of Directors of the Fund. These services include furnishing certain internal
quasi-legal, executive and administrative services, acting as liaison between
the Portfolio and the Portfolio's various service providers, furnishing
corporate secretarial services, which include assisting in the preparation of
materials for meetings of the Fund'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 Portfolio. As compensation for such administrative services, the Fund will
pay to Counsellors Service each month a fee for the previous month calculated at
the annual rate of __% of the Portfolio's average daily net assets.
DISTRIBUTION AGREEMENT. Pursuant to the terms of a distribution contract,
dated as of April 10, 1991, and supplements (collectively, the "Distribution
Contract") entered into by the Distributor and the Fund on behalf of the
Investor and Advisor Classes, and Plans of Distribution for the Investor and
Advisor Classes (the "Plans") which were adopted by the Fund in the manner
prescribed by Rule 12b-1 under the 1940 Act, the Distributor will use its best
efforts to distribute shares of the Investor and Advisor Classes. As
compensation for its distribution services, the Distributor will receive,
pursuant to the terms of the Distribution Contract, a distribution fee, to be
calculated daily and paid monthly by the Investor and Advisor Classes, at the
annual rate set forth in the Prospectus. The Distributor currently proposes to
reallow up to all of its distribution payments to Authorized Dealers for selling
shares of the Investor and Advisor Class Shares based on a percentage of the
amounts invested by their customers.
On ________, 1996, the Plans were approved by the Fund's Board of
Directors, including the directors who are not "interested persons" of the Fund
and who have no direct or indirect financial interest in the operation of the
Plans or any agreements related to the Plans ("12b-1 Directors"). The Plans were
also approved by the sole shareholder of the Class on ________, 1996.
Among other things, the Plans provide that: (1) the Distributor shall be
required to submit quarterly reports to the directors of the Fund regarding all
amounts expended under the Plans and the purposes for which such expenditures
were made, including commissions, advertising, printing, interest, carrying
charges and any allocated overhead expenses; (2) the Plans will continue in
effect only so long as they are approved at least annually, and any material
amendment thereto is approved, by the Fund's directors, including the 12b-1
Directors, acting in person at a meeting called for said purpose; (3) the
aggregate amount to be spent by the Fund on the distribution
17
<PAGE>
of the Fund's shares of the Investor and Advisor Classes under the Plans shall
not be materially increased without the affirmative vote of the holders of a
majority of the respective shareholders in the Investor and Advisor Classes; and
(4) while the Plans remain in effect, the selection and nomination of the Fund's
directors who are not "interested persons" of the Fund (as defined in the 1940
Act) shall be committed to the discretion of such directors who are not
"interested persons" of the Fund.
The Fund believes that the Plans may benefit the Fund by increasing sales
of Shares. Mr.Reichman, a Director of the Fund, has an indirect financial
interest in the operation of the Plans by virtue of his position as Chief
Executive Officer and Secretary of the Distributor. Mr. Sablowsky, a Director of
the Fund, has an indirect interest in the operation of the Plans by virtue of
his position as Executive Vice President of Gruntal & Co., Inc., a broker-dealer
which sells the Fund's shares.
PORTFOLIO TRANSACTIONS
Subject to policies established by the Board of Directors, Boston Partners
is responsible for the execution of portfolio transactions and the allocation of
brokerage transactions for the Portfolio. In executing portfolio transactions,
Boston Partners seeks to obtain the best net results for the Portfolio, 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 Boston Partners 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.
The Portfolio has no obligation to deal with any broker or group of brokers
in the execution of portfolio transactions. Boston Partners may, consistent with
the interests of the Portfolio 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 Portfolio and other clients of Boston Partners.
Information and research received from such brokers will be in addition to, and
not in lieu of, the services required to be performed by Boston Partners under
its contract. 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 Boston Partners determines in good faith that such commission is
reasonable in terms either of the transaction or the overall responsibility of
Boston Partners to the Portfolio and its other clients and that the total
commissions paid by the Portfolio will be reasonable in relation to the benefits
to the Portfolio over the long-term.
Investment decisions for the Portfolio and for other investment accounts
managed by Boston Partners are made independently of each other in the light of
differing conditions. However, the same investment decision may occasionally be
made for two or more of such accounts. In such cases, simultaneous transactions
are inevitable. Purchases or sales are then
18
<PAGE>
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 the
Portfolio is concerned, in other cases it is believed to be beneficial to the
Portfolio. The Portfolio will not purchase securities during the existence of
any underwriting or selling group relating to such security of which Boston
Partners or any affiliated person (as defined in the 1940 Act) thereof is a
member except pursuant to procedures adopted by the Fund's Board of Directors
pursuant to Rule 10f-3 under the 1940 Act. Among other things, these procedures,
which will be reviewed by the Fund's directors annually, 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 Boston
Partners not participate in or benefit from the sale to the Portfolio.
In seeking to implement the policies of the Portfolio, Boston Partners will
effect transactions with those dealers it believes provide the most favorable
prices and are capable of providing efficient executions. In no instance will
portfolio securities be purchased from or sold to the Distributor or Boston
Partners or any affiliated person of the foregoing entities except as permitted
by SEC exemptive order or by applicable law.
The Portfolio expects that its annual portfolio turnover rate will be
approximately 75%. A high rate of portfolio turnover involves correspondingly
greater brokerage commission expenses and other transaction costs, which must be
borne directly by the Portfolio. Federal income tax laws may restrict the extent
to which the Portfolio may engage in short-term trading of securities. See
"Taxes". The Portfolio anticipates that its annual portfolio turnover rate will
vary from year to year. The portfolio turnover rate is calculated by dividing
the lesser of a portfolio'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 Fund reserves the right, if conditions exist which make cash payments
undesirable, to honor any request for redemption or repurchase of the
Portfolio'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 the Portfolio's net asset value. If payment is made in securities, a
shareholder may incur transaction costs in converting these securities into
cash. The Fund has elected, however, to be governed by Rule 18f-1 under the 1940
Act so that the Portfolio 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 the Portfolio.
Under the 1940 Act, the Portfolio may suspend the right to redemption or
postpone the date of payment upon redemption for any period
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<PAGE>
during which the New York Stock Exchange, Inc. (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. (The Portfolio 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 the Portfolio 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,
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 the Fund'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
Fund 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 Fund's books at their face value. Other assets, if any, are
valued at fair value as determined in good faith by the Fund's Board of
Directors.
PERFORMANCE AND YIELD INFORMATION
TOTAL RETURN. For purposes of quoting and comparing the performance of the
Portfolio 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
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SEC, 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 Fund's 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 Fund 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 Fund.
The Portfolio 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 formula set forth above in order to compare more accurately the
Portfolio's performance with other measures of investment return. For example,
in comparing the Portfolio's total return with data published by Lipper
Analytical Services, Inc., CDA Investment Technologies, Inc. or Weisenberger
Investment Company Service, or with the performance of the S&P 500 Stock Index
or the Dow Jones Industrial Average, as appropriate, the Portfolio may calculate
its aggregate and/or average annual total return for the specified periods of
time by assuming the investment of $10,000 in Portfolio shares and assuming the
reinvestment of each dividend or other distribution at net asset value on the
reinvestment date. Such alternative total return information will be given no
greater prominence in such advertising than the information prescribed under SEC
rules, and all advertisements containing performance data will include a legend
disclosing that such performance data represent 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.
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<PAGE>
YIELD. The Portfolio may also advertise its yield. Under the rules of the
SEC, a non-money market portfolio advertising yield must calculate yield using
the following formula:
YIELD = 2[(a-b +1)6 - 1]
---
cd
Where: a = dividends and interest earned during the period.
b = expenses accrued for the period (net of reimbursement).
c = the average daily number of shares outstanding during the
period that were entitled to receive dividends.
d = the maximum offering price per share on the last day of
the period.
Under the foregoing formula, yield is computed by compounding
semi-annually, the net investment income per share earned during a 30-day period
divided by the maximum offering price per share on the last day of the period.
For the purpose of determining the interest earned (variable "a" in the formula)
on debt obligations that were purchased by the Portfolio at a discount or
premium, the formula generally calls for amortization of the discount or
premium; the amortization schedule will be adjusted monthly to reflect changes
in the market values of the debt obligations.
TAXES
The following is only a summary of certain additional tax considerations
generally affecting the Portfolio and its shareholders that are not described in
the Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of the Portfolio or its shareholders, and the discussion here and in
the 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 Portfolio has elected to be taxed as a regulated investment company
under PartI of SubchapterM of the Internal Revenue Code of 1986, as amended (the
"Code"). As a regulated investment company, the Portfolio is exempt from Federal
income tax on its net investment income and realized capital gains which it
distributes to shareholders, provided that it distributes an amount equal to the
sum of (a) at least 90% of its 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 its net
tax-exempt interest income, if any, for the year (the "Distribution
Requirement") and satisfies certain other requirements of the Code that are
described below. Distributions of investment company taxable income and net
tax-exempt interest 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. The Distribution Requirement for any year
may be waived if a regulated investment company
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<PAGE>
establishes to the satisfaction of the Internal Revenue Service that it is
unable to satisfy the Distribution Requirement by reason of distributions
previously made for the purpose of avoiding liability for Federal excise tax
(discussed below).
In addition to satisfaction of the Distribution Requirement, the Portfolio
must derive at least 90% of its gross income from dividends, interest, certain
payments with respect to securities loans and gains from the sale or other
disposition of stock or securities or foreign currencies, or from other income
derived with respect to its business of investing in such stock, securities, or
currencies (the "Income Requirement") and derive less than 30% of its gross
income from the sale or other disposition of any of the following investments,
if such investments were held for less than three months: (a) stock or
securities (as defined in Section 2(a)(36) of the 1940 Act); (b) options,
futures, or forward contracts (other than options, futures or forward contracts
on foreign currencies); and (c) foreign currencies (or options, futures or
forward contracts on foreign currencies) but only if such currencies (or
options, futures or forward contracts) are not directly related to the regulated
investment company's principal business of investing in stock or securities (or
options and futures with respect to stocks or securities) (the "Short-Short Gain
Test"). Interest (including accrued original issue discount and, in the case of
debt securities bearing taxable interest income, "accrued market discount")
received by the Portfolio at maturity or on disposition of a security held for
less than three months will not be treated as gross income derived from the sale
or other disposition of such security for purposes of the Short-Short Gain Test.
However, any other income which is attributable to realized market appreciation
will be treated as gross income from the sale or other disposition of securities
for this purpose.
Future Treasury regulations may provide that currency gains that are not
"directly related" to the Portfolio's principal business of investing in stock
or securities (or in options or futures with respect to stock or securities)
will not satisfy the Income Requirements. Income derived by a regulated
investment company from a partnership or trust will satisfy the Income
Requirement only to the extent such income is attributable to items of income of
the partnership or trust that would satisfy the Income Requirement if they were
realized by a regulated investment company in the same manner as realized by the
partnership or trust.
In addition to the foregoing requirements, at the close of each quarter of
its taxable year, at least 50% of the value of the Portfolio'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 the
Portfolio has not invested more than 5% of the value of its total assets in
securities of such issuer and as to which the Portfolio does not hold more than
10% of the outstanding voting securities of such issuer), and no more than 25%
of the value of the Portfolio'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 the Portfolio
controls and which are engaged in the same or similar trades or businesses (the
"Asset Diversification Requirement").
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<PAGE>
The Internal Revenue Service has taken the position, in informal rulings
issued to other taxpayers, that the issuer of a repurchase agreement is the bank
or dealer from which securities are purchased. The Portfolio will not enter into
repurchase agreements with any one bank or dealer if entering into such
agreements would, under the informal position expressed by the Internal Revenue
Service, cause it to fail to satisfy 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 Fund 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 Portfolio intends to distribute to shareholders its 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 the Portfolio prior to the date on which a shareholder acquired
shares of the Portfolio and whether the distribution was paid in cash or
reinvested in shares. The aggregate amount of distributions designated by the
Portfolio as capital gain dividends may not exceed the net capital gain of the
Portfolio 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 the Fund to shareholders not later
than 60 days after the close of the Portfolio's taxable year.
In the case of corporate shareholders, distributions (other than capital
gain dividends) of the Portfolio for any taxable year generally qualify for the
70% dividends received deduction to the extent of the gross amount of
"qualifying dividends" received by the Portfolio 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. The Fund will
designate the portion, if any, of the distribution made by the Portfolio that
qualifies for the dividends received deduction in a written notice mailed by the
Fund to shareholders not later than 60 days after the close of the Portfolio's
taxable year.
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<PAGE>
Investors should note that changes made to the Code by the Tax Reform Act
of 1986 and subsequent legislation have not entirely eliminated distinctions in
the tax treatment of capital gain and ordinary income distributions. The nominal
maximum marginal rate on ordinary income for individuals, trusts and estates is
currently 31%, but for individual taxpayers whose adjusted gross income exceeds
certain threshold amounts (that differ depending on the taxpayer's filing
status) in taxable years beginning before 1996, provisions phasing out personal
exemptions and limiting itemized deductions may cause the actual maximum
marginal rate to exceed 31%. The maximum rate on the net capital gain of
individuals, trusts and estates, however, is in all cases 28%. Capital gains and
ordinary income of corporate taxpayers are taxed at a nominal maximum rate of
34% (an effective marginal rate of 39% applies in the case of corporations
having taxable income between $100,000 and $335,000). Investors should be aware
that any loss realized upon the sale, exchange or redemption of shares held for
six months or less will be treated as a long-term capital loss to the extent any
capital gain dividends have been paid with respect to such shares.
Distributions of net investment income received by the Portfolio 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 the Portfolio 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 the
Portfolio'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 the Portfolio will be disallowed to the extent an investor repurchases
shares of the Portfolio 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
the Portfolio 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 the
Portfolio for shares of another portfolio 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 portfolio 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 portfolio 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 1-year period ending on October 31 of such
calendar year. The balance of such income must be distributed during the
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<PAGE>
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 Portfolio intends to distribute all of
its taxable income currently, it does not anticipate incurring any liability for
this excise tax. However, investors should note that the Portfolio may in
certain circumstances be required to liquidate investments in order to make
sufficient distributions to avoid excise tax liability.
The 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 the Fund 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 herein, and any such changes or decisions may have a
retroactive effect with respect to the transactions contemplated herein.
Although the Portfolio expects to qualify as a "regulated investment
company" and to be relieved of all or substantially all Federal income taxes,
depending upon the extent of its activities in states and localities in which
its offices are maintained, in which its agents or independent contractors are
located or in which it is otherwise deemed to be conducting business, the
Portfolio may be subject to the tax laws of such states or localities.
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<PAGE>
ADDITIONAL INFORMATION CONCERNING FUND SHARES
The Fund has authorized capital of thirty billion shares of Common Stock,
$.001 par value per share, of which 12.35 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), 500million 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 (Laffer/Canto Equity), 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 (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 (Growth & Income Series 2), 100 million
shares are classified as Class EE Common Stock (Balanced Series 2), 50 million
shares are classified as Class FF (n/i Micro Cap), 50 million shares are
classified as Class GG (n/i Growth), 50 million shares are classified as Class
HH (n/i Growth & Value), 100 million shares are classified as Class II (BEA
Investor International), 100 million shares are classified as Class JJ (BEA
Investor Emerging), 100 million shares are classified as Class KK (BEA Investor
High Yield), 100 million shares are classified as Class LL (BEA Investor Global
Telecom), 100 million shares are classified as Class MM (BEA Advisor
International), 100 million shares are classified as Class NN (BEA Advisor
Emerging), 100 million shares are classified as Class OO (BEA Advisor High
Yield), 100 million shares are classified as Class PP (BEA Advisor Global
Telecom), 100 million shares are classified as ClassQQ (Boston Partners
Institutional Large Cap), 100 million shares are classified as ClassRR (Boston
Partners Investor Large Cap), 100 million shares are classified as ClassSS
(Boston Partners Advisor Large Cap), 700 million shares are classified as Class
Janney Money Common Stock, 200 million shares are classified as Class Janney
Municipal Money Common Stock, 500 million shares
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<PAGE>
are classified as Class Janney U.S. Government Money Common Stock, 100 million
shares are classified as Class Janney N.Y. Municipal Money Common Stock,
1million 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), 1million 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 QQ, RR and SS Common
Stock constitute the Boston Partners Institutional Investor and Advisor classes,
respectively. Under the Fund'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 n/i Family represents interests in three non-money market
portfolios; the Boston Partners
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Family represents interest in one non-money market portfolio; 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.
The Fund does not currently intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. The Fund's amended
By-Laws provide that shareholders owning at least ten percent of the outstanding
shares of all classes of Common Stock of the Fund have the right to call for a
meeting of shareholders to consider the removal of one or more directors. To the
extent required by law, the Fund will assist in shareholder communication in
such matters.
As stated in the Prospectus, holders of shares of each class of the Fund
will vote in the aggregate and not by class on all matters, except where
otherwise required by law. Further, shareholders of the Fund 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
the 1940 Act or applicable state law, or otherwise, to the holders of the
outstanding securities of an investment company such as the Fund 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 Rule 18f-2, 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, Rule 18f-2 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 the Fund'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 the Fund's Articles of
Incorporation, the Fund 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).
MISCELLANEOUS
COUNSEL. The law firm of Ballard Spahr Andrews & Ingersoll, 1735 Market
Street, 51st Floor, Philadelphia, Pennsylvania 19103 serves as counsel
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<PAGE>
to the Fund, PNC Bank and PFPC. The law firm of Drinker Biddle& Reath,
1100Philadelphia National Bank Building, Broad and Chestnut Streets,
Philadelphia, Pennsylvania 19107, serves as counsel to the Fund's independent
directors.
INDEPENDENT ACCOUNTANTS. Coopers & Lybrand L.L.P., 2400 Eleven Penn Center,
Philadelphia, Pennsylvania 19103, serves as the Fund's independent accountants.
No financial statements appear in this Statement of Additional Information
because, as of the date hereof, the Investor, Advisor and Institutional Classes
had no performance history.
CONTROL PERSONS. As of September 11, 1996, to the Fund'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 the
Fund indicated below. Such classes are described in the Prospectus. The Fund
does not know whether such persons also beneficially own such shares.
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PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
RBB Money Market Portfolio Luanne M. Garvey and Robert J. Garvey 11.2
(Class E) 2729 Woodland Avenue
Trooper, PA 19403
Harold T. Erfer 12.2
414 Charles Lane
Wynnewood, PA 19096
Karen M. McElhinny and 15.8
Contribution Account
4943 King Arthur Drive
Erie, PA 16506
John Robert Estrada and 22.9
Shirley Ann Estrada
1700 Raton Drive
Arlington, TX 76018
Eric Levine and Linda & Howard Levine 27.6
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 Market Jewish Family and Children's 57.1
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 12.5
The Lynda R. Campbell Caring Trust
935 Rutger Street
St. Louis, MO 63104
Theresa M. Palmer 7.3
5731 N. 4th Street
Philadelphia, PA 19120
31
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
Cash Preservation Kenneth Farwell and Valerie 10.1
Municipal Money Market Farwell Jt. Ten
Portfolio 3854 Sullivan
(Class H) St. Louis, MO 63107
Larnie Johnson and Mary Alice Johnson 16.3
4927 Lee Avenue
St. Louis, MO 63115-1726
Andrew Diederich and Doris Diederich 5.6
1003 Lindenman
Des Peres, MO 63131
Marcella L. Haugh Caring Tr Dtd 8/12/91 6.7
40 Plaza Square
Apt. 202
St. Louis, MO 63101
Emil Hunter and Mary J. Hunter 7.0
428 W. Jefferson
Kirkwood, MO 63122
Gary L. Lange and Susan B. Lange 8.2
18 Morfield Street North
St. Charles, MO 63304
Sansom Street Money Market Wasner & Co. 17.2
Portfolio FAO Paine Webber and Managed Assets
(Class I) Sundry Holdings
Attn: Joe Domizio
200 Stevens Drive
Lester, PA 19113
Saxon and Co. 76.3
FBO Paine Webber
P.O. Box 7780 1888
Philadelphia, PA 19182
Robertson Stephens & Co. 6.5
FBO Exclusive Benefit Investors
c/o Eric Moore
555 California Street/No. 2600
San Francisco, CA 94101
Bradford Municipal Money J.C. Bradford & Co. 100
(Class R) 330 Commerce Street
Nashville, TN 37201
32
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
Bradford Government J.C. Bradford & Co. 100
Obligations Money 330 Commerce Street
(Class S) Nashville, TN 37201
BEA International Equity Blue Cross & Blue Shield of 5.1
(Class T) Massachusetts Inc.
Retirement Income Trust
100 Summer Street
Boston, MA 02310
BEA High Yield Portfolio Temple Inland Master Retirement Trust 10.2
(Class U) 303 South Temple Drive
Diboll, TX 75941
Guenter Full Trust Michelin 16.7
North America Inc.
Master Trust
P. O. Box 19001
Greenville, SC 29602-9001
Flour Corporation Master Retirement Trust 9.4
2383 Michelson 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 13.5
1525 Howe Street
Racine, WI 53403
GCIU Employer Retirement Fund
9650 Flair Drive 5.3
El Monte, CA 91731-3011
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
33
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
Hall Family Foundation 30.5
P.O. Box 419580
Kansas City, MO 64208
Arkansas Public Employees 10.9
Retirement System
124 W. Capitol Avenue
Little Rock, AR 72201
Northern Trust 12.9
Trustee for Pillsbury
P.O. Box 92956
Chicago, IL 60675
Amherst H. Wilder Foundation 5.9
919 Lafond Avenue
St. Paul, MN 55104
BEA US Core Equity Portfolio Bank of New York 45.2
(Class X) Trust APU Buckeye Pipeline
One Wall Street
New York, NY 10286
Werner & Pfleiderer Pension 7.4
Plan Employees
663 E. Crescent Avenue
Ramsey, NJ 07446
Washington Hebrew Congregation 11.0
3935 Macomb St. NW
Washington, DC 20016
Shammut Bank 6.3
TRSY Hospital St. Raphael
Malpractice TR
ATTN Corporations
P.O. Box 82600
Rochester, NY 14692-8900
BEA US Core Fixed Income New England UFCW & Employers' 24.6
Portfolio (Class Y) Pension Fund Board of Trustees
161 Forbes Road, Suite 201
Braintree, MA 02184
W. M. Burke Rehabilitation 5.4
HOSP INC
Burke Employee Pension Plan 785
McKardNeck Avenue
White Plains, NY 10605
34
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
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 8.9
Trust Fenway Partners Master Trust
One Wall Street, 12th floor
New York, NY 10286
Citibank NA 13.5
Trust 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 10017
Attn: Portfolio Management
BEA Municipal Bond Fund William A. Marquard 36.2
Portfolio 2199 Maysville Rd.
(Class AA) Carlisle, KY 40311
35
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
Arnol Leon 12.1
c/o Fiduciary Trust Company
P.O. Box 3199
Church Street Station
New York, NY 10008
Irwin Bard 8.5
1750 North East 183rd St. North
Miami Beach, FL 33160
Matthew M. Sloves and Diane Decker Sloves 5.6
Tenants in Common
1304 Stagecoach Road, S.E.
Albuquerque, NM 87123
n/i Micro Cap Fund Charles Schwab & Co. Inc. 12.3
(Class FF) Special Custody Account for the Exclusive
Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94101
Chase Manhattan Bank 33.7
Trust Collins Group Trust
940 Newport Center Drive
Newport Beach, CA 92660
Currie & Co. 6.9
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. 21.6
(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 26.1
c/o Asset Management Advisors Inc.
1001 N. US Hwy
Suite 800
Jupiter, FL 33447
36
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
Bank of New York 11.6
Trust Sunkist Growers Inc.
14130 Riverside Drive
Sherman Oaks, CA 91423-2392
n/i Growth and Value Charles Schwab & Co. Inc. 32.3
Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
Janney Montgomery Scott Money Janney Montgomery Scott 100
Market Portfolio 1801 Market Street
(Class Janney Money Market) Philadelphia, PA 19103-1675
Janney Montgomery Scott Janney Montgomery Scott 100
Municipal Money Market 1801 Market Street
Portfolio (Class Janney Philadelphia, PA 19103-1675
Municipal Money Market)
Janney Montgomery Scott Janney Montgomery Scott 100
Government Obligations Money 1801 Market Street
Market Portfolio (Class Janney Philadelphia, PA 19103-1675
Government Obligations Money)
Janney Montgomery Scott Janney Montgomery Scott 100
New York Municipal Money 1801 Market Street
Market Portfolio (Class Philadelphia, PA 19103-1675
Janney N.Y. Municipal Money)
37
<PAGE>
As of such date, no person owned of record or, to the Fund's knowledge,
beneficially, more than 25% of the outstanding shares of all classes of the
Fund.
As of the above date, directors and officers as a group owned less than one
percent of the shares of the Fund.
LITIGATION. There is currently no material litigation affecting the Fund.
FINANCIAL STATEMENTS. No financial statements are supplied because, as of
the date of the Prospectus and this Statement of Additional Information, the
Portfolio had no operating history.
38
<PAGE>
APPENDIX A
RATINGS OF DEBT SECURITIES
STANDARD & POOR'S CORPORATION
AAA Debt rated 'AAA' has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA Debt rated 'AA' has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in a small degree.
A Debt rated 'A' has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt in higher-rated
categories.
BBB Debt rated "BBB" is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal
for debt in this category than in higher-rated categories.
BB Debt rated 'BB', 'B', 'CCC', or 'CC' is regarded, on balance, as
B predominantly speculative with respect to capacity to pay interest and
CCC repay principal in accordance with the terms of the obligation. 'BB'
CC indicates the lowest degree of speculation and 'CC' the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.
C This rating is reserved for income bonds on which no interest is being
paid.
D Debt rated "D" is in default, and payment of interest and/or repayment of
principal is in arrears.
(+) The ratings from 'AAA' or 'CCC' may be modified by the addition of a
OR plus or minus sign to show relative standing or within the major rating
(-) categories.
A-1
<PAGE>
* Continuance of the rating is contingent upon S&P's receipt of an executed
copy of the escrow agreement or closing documentation confirming
investments and cash flows.
NR Indicates no rating has been requested, that there is insufficient
information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.
DEBT OBLIGATIONS OF ISSUERS OUTSIDE THE UNITED STATES AND ITS TERRITORIES
are rated on the same basis as domestic corporate and municipal issues. The
ratings measure the creditworthiness of the obligor but do not take into
account currency exchange and related uncertainties.
P PROVISIONAL RATINGS: The letter "p" indicates that the rating is
provisional. A provisional rating assumes the successful completion of the
project being financed by the debt being rated and indicates that payment
of debt service requirements is largely or entirely dependent upon the
successful and timely completion of the project. This rating, however,
while addressing credit quality subsequent to completion of the project,
makes no comment on the likelihood of, or the risk of default upon failure
of, such completion. The investor should exercise judgment with respect to
such likelihood and risk.
NOTES
Note rating symbols are as follows:
SP-1 Very strong or strong capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics will be given a
plus (+) designation.
SP-2 Satisfactory capacity to pay principal and interest.
SP-3 Speculative capacity to pay principal and interest.
COMMERCIAL PAPER
A Standard & Poor's commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days.
Ratings are graded into four categories, ranging from 'A' for the highest
quality obligations to 'D' for the lowest. The four categories are as follows:
A-2
<PAGE>
A Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are delineated with
the numbers 1, 2, and 3 to indicate the relative degree of safety.
A-1 This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus (+)
sign designation.
A-2 Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as high as for issues
designated 'A-1'.
A-3 Issues carrying this designation have a satisfactory capacity for timely
payment. They are, however, somewhat more vulnerable to the adverse effects
of changes in circumstances than obligations carrying the higher
designations.
B Issues rated 'B' are regarded as having only an adequate capacity for
timely payment. However, such capacity may be damaged by changing
conditions or short-term adversities.
C This rating is assigned to short-term debt obligations with a doubtful
capacity for payment.
D This rating indicates that the issue is either in default or is expected to
be in default upon maturity.
VARIABLE RATE DEMAND BONDS
Standard & Poor's assigns "dual" ratings to all long-term debt issues that
have as part of their provisions a long-term rating and a variable rate demand
rating. The first rating addresses the likelihood of repayment of principal and
interest due and the second rating addresses only the demand feature. The
long-term debt rating symbols are used for bonds to denote the long-term
maturity and the commercial paper rating symbols are used to denote the put
option (for example, 'AAA/A-1 +'). If the nominal maturity is short (three years
or less), a note rating is assigned.
MOODY'S INVESTORS SERVICE RATINGS
CORPORATE BONDS
Aaa
Bonds which are rated Aaa are judged to be the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt edge."
Interest payments are protected by a large or by an exceptionally
A-3
<PAGE>
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa
Bonds which are rated AA are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long term risks appear somewhat larger than in Aaa securities.
A
Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.
Baa
Bonds which are rated Baa are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payment and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba
Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B
Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
A-4
<PAGE>
Caa
Bondswhich are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
Ca
Bondswhich are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.
C
Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
Moody's bond ratings, where specified, are also applied to senior bank
obligations with an original maturity in excess of one year. Among the bank
obligations covered are bank deposits, bankers acceptance and obligations to
deliver foreign exchange. Obligations relying upon support mechanisms such as
letters-of-credit are excluded unless explicitly rated.
NOTE: Moody's applies numerical modifiers, 1, 2 and 3 in each generic
rating classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.
SHORT-TERM NOTES AND VARIABLE RATE DEMAND OBLIGATIONS
The following summarizes the ratings used by Moody's for short-term notes
and variable rate demand obligations:
MIG-1/VMIG-1. Obligations bearing these designations are of the best
quality, enjoying strong protection by established cash flows, superior
liquidity support or demonstrated broad-based access to the market for
refinancing.
MIG-2/VMIG-2. Obligations bearing these designations are of high quality
with margins of protection ample although not as large as in the preceding
group.
MIG-3/VMIG-3. Obligations bearing these designations are of favorable
quality. All security elements are accounted for but there is a lacking the
undeniable strength of the preceding grades. Liquidity and cash flow protection
may be narrow and market access for refinancing is hereby to be less well
established.
A-5
<PAGE>
COMMERCIAL PAPER RATINGS
The rating PRIME-1 is the highest commercial paper rating assigned by
Moody's. Issuers rated PRIME-1 (or related supporting institutions) are
considered to have a superior capacity for repayment of senior short-term debt
obligations. Issuers rated PRIME-2 (or related supporting institutions) are
considered to have strong capacity for repayment of senior short-term debt
obligations. This will normally be evidenced by many of the characteristics of
issuers rated PRIME-1 but to a lesser degree. Earnings trends and coverage
ratios, while sound, will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained. Issuers PRIME-3 (or
supporting institutions) have an acceptable capacity rated for repayment of
senior short-term debt obligations. The effect of industry characteristics and
market composition may be more pronounced. Variability in earnings and
profitability may result in changes in the level of debt protection measurements
and may require relatively high financial leverage. Adequate alternate liquidity
is maintained. Issuers rated NOT PRIME do not fall within any of the Prime
rating categories.
A-6
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements:
(1) Included in Part A of the Registration Statement:
None.
Included in Part B of the Registration Statement:
None.
Notes to Financial Statements
(b) Exhibits: See Note #
----------
(1) (a) Articles of Incorporation of Registrant 1
(b) Articles Supplementary of Registrant. 1
(c) Articles of Amendment to Articles of
Incorporation of Registrant. 2
(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
(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
<PAGE>
See Note #
----------
(p) Articles Supplementary of Registrant. 23
(q) Form of Articles Supplementary of Registrant. 24
(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
(c) By-Laws amended through April 24, 1996. 23
(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 3
Market Shares
l) Bedford Money Market Shares 3
m) Bedford Tax-Free Money Market Shares 3
n) Bedford Government Obligations Money Market 3
Shares
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 8
Shares
t) Alpha 1 Money Market Shares 8
u) Alpha 2 Tax-Free Money Market Shares 8
v) Alpha 3 Government Obligations Money Market 8
Shares
w) Alpha 4 New York Municipal Money Market 8
Shares
x) Beta 1 Money Market Shares 8
y) Beta 2 Tax-Free Money Market Shares 8
z) Beta 3 Government Obligations Money Market 8
Shares
aa) Beta 4 New York Municipal Money Market Shares 8
bb) Gamma 1 Money Market Shares 8
2
<PAGE>
See Note #
----------
cc) Gamma 2 Tax-Free Money Market Shares 8
dd) Gamma 3 Government Obligations Money Market 8
Shares
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 8
Shares
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
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.
3
<PAGE>
See Note #
----------
(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.
(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.
4
<PAGE>
See Note #
----------
(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.
(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.
5
<PAGE>
See Note #
----------
(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.
(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.
6
<PAGE>
See Note #
----------
(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) Form of Investment Advisory Agreement (BEA 24
Global Telecommunications Portfolio)
between Registrant and BEA Associates.
(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.
(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.
7
<PAGE>
See Note #
----------
(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 Counsellor's
Securities, Inc.
(dd) Distribution Agreement Supplement NI 23
Classes (Classes FF, GG and HH)
(ee) Form of Distribution Agreement Supplement 24
(Classes II, JJ, KK, and LL)
(ff) Form of Distribution Agreement Supplement 24
(Classes MM, NN, OO, and PP)
(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.
8
<PAGE>
See Note #
----------
(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.
(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) Form of 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.
(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.
(c) Shareholder Servicing Agreement 3
(Sansom Street Money).
(d) Shareholder Servicing Agreement 3
(Sansom Street Tax-Free Money).
(e) Shareholder Servicing Agreement 3
(Sansom Street Government Money).
9
<PAGE>
See Note #
----------
(f) Shareholder Services Plan 3
(Sansom Street Money).
(g) Shareholder Services Plan 3
(Sansom Street Tax-Free Money).
(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.
10
<PAGE>
See Note #
----------
(p) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation
(International) dated September 18, 1992.
(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
11
<PAGE>
See Note #
----------
Registrant and PFPC Inc. dated as of
October 27, 1993.
(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.
12
<PAGE>
See Note #
----------
(jj) Co-Administration Agreement between 18
Registrant and Counsellors Funds Services,
Inc. (Warburg Pincus Balanced Fund) dated
August 4, 1994.
(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.
13
<PAGE>
See Note #
----------
(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.
(vv) Form of Administration and Accounting Services 24
Agreement between REgistrant and PFPC, Inc.
(BEA Global Telecommunications).
(ww) Form of Co-Administration Agreement between 24
Registrant Investor and BEA Associates
(BEA International Equity Investor
Portfolio).
(xx) Form of Co-Administration Agreement between 24
Registrant and BEA Associates (BEA
International Equity Advisor Portfolio).
(yy) Form of Co-Administration Agreement between 24
Registrant and BEA Associates (BEA
Emerging Markets Equity Investor
Portfolio).
(zz) Form of Co-Administration Agreement between 24
Registrant and BEA Associates (BEA
Emerging Markets Equity Advisor
Portfolio).
(aaa) Form of Co-Administration Agreement between 24
Registrant and BEA Associates (BEA
High Yield Investor Portfolio).
(bbb) Form of Co-Administration Agreement between 24
Registrant and BEA Associates (BEA
High Yield Advisor Portfolio).
(ccc) Form of Co-Administration Agreement between 24
Registrant and BEA Associates (BEA
Global Telecommunications Investor
Portfolio).
(ddd) Form of Co-Administration Agreement between 24
Registrant and BEA Associates (BEA
Global Telecommunications Advisor
Portfolio).
(eee) Form of Transfer Agreement and Service 24
Agreement between Registrant and State
Street Bank and Trust Company.
14
<PAGE>
See Note #
----------
(10)(a) Opinion of Counsel. 23
(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.
(c) Subscription Agreement between Registrant and 7
Planco Financial Services, Inc., relating to
Class Q.
(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.
(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).
15
<PAGE>
See Note #
----------
(k) Purchase Agreement between Registrant and 23
Numeric Investors, L.P. relating to
Class HH (NI Growth & Value Fund)
(l) Form of 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).
(c) Plan of Distribution (Sansom Street 3
Government 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
(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).
16
<PAGE>
See Note #
----------
(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).
(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).
17
<PAGE>
See Note #
----------
(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 Money). 9
(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
18
<PAGE>
See Note #
----------
(bbb) Plan Distribution (Warburg Pincus Growth 18
& Income Series 2).
(ccc) Plan of Distribution (Warburg Pincus 18
Balanced Series 2).
(ddd) Form of Plan of Distribution (BEA 24
International Equity Investor).
(eee) Form of Plan of Distribution (BEA 24
International Equity Advisor).
(fff) Form of Plan of Distribution (BEA Emerging 24
Markets Equity Investor).
(ggg) Form of Plan of Distribution (BEA Emerging 24
Markets Equity Advisor).
(hhh) Form of Plan of Distribution (BEA High Yield 24
Investor).
(iii) Form of Plan of Distribution (BEA High Yield 24
Advisor).
(jjj) Form of Plan of Distribution (BEA Global 24
Telecommunications Investor).
(kkk) Form of Plan of Distribution (BEA Global 24
Telecommunications Advisor).
(16) Schedule of Computation of Performance 3
Quotations.
(17) None.
(18) Rule 18f-3 Plan. 21
- ----------
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.
19
<PAGE>
Note #
- ------
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.
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.
20
<PAGE>
Note #
- ------
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.
21
<PAGE>
Note #
- ------
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 NUMER OF
POST-EFFECTIVE AMENDMENT NO. 37 TO THE REGISTRANT'S REGISTRATION STATEMENT
(NO. 33-20827) FILED JULY 30, 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 July 24, 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 67
e) Sansom Street Money Market 3
f) Sansom Street Municipal Money Market 0
g) Sansom Street Government Obligations 0
Money Market
h) Bedford Money Market 96,325
i) Bedford Municipal Money Market 4,495
j) Bedford Government Obligations Money 3,532
Market
k) Bedford New York Municipal Money Market 2,809
l) RBB Government Securities 536
m) Bradford Municipal Money Market 1
n) Bradford Government Obligations Money 1
Market
o) BEA International Equity 206
p) BEA High Yield 48
q) BEA Emerging Markets Equity 37
r) BEA U.S. Core Equity 70
22
<PAGE>
Title of Class of Common Stock Number of Record Holders
------------------------------ ------------------------
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) Janney Montgomery Scott 1
Money Market
y) Janney Montgomery Scott 1
Municipal Money Market
z) Janney Montgomery Scott 1
Government Obligations Money Market
aa) Janney Montgomery Scott 1
New York Municipal Money Market
bb) ni Micro Cap 346
cc) ni Growth 381
dd) ni Growth & Value 181
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,
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
23
<PAGE>
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, and
Warburg 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, and Schedules A and D of
Warburg's Form ADV (File No. 801-07321) filed on August 28, 1992, 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 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
24
<PAGE>
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.
25
<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 Superintendent of Schools Educator
The School District of
Philadelphia
Philadelphia, PA (23)
Director F. Eugene Dixon, Jr. Private Trustee Trustee
Lafayette Hill, PA (24)
Director A. James Freeman Vice Chairman and C.E.O. Manufacturing
Lord Corporation
Erie, PA (25)
Director Banking
Marine Bank
Erie, PA (26)
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 Robert C. Milsom Retired
Pittsburgh, PA*
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)
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
Position with
PNC Bank,
National Other Business Type of
Association Name Connections Business
- ------------- ---- -------------- --------
<S> <C> <C> <C>
Director Rocco A. Ortenzio Chairman and C.E.O. Medical
Continental Medical Systems,
Inc.
Mechanicsburg, PA (30)
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)
Director Robert M. Valentini President and C.E.O. Bell of Communica-
Pennsylvania and Chairman tions
Network Policy Council of Bell
Atlantic Corporation
Philadelphia, PA (34)
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
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
Position with
PNC Bank,
National Other Business Type of
Association Name Connections Business
- ------------- ---- -------------- --------
<S> <C> <C> <C>
Director
PNC Trust Company Fiduciary
of New York (11) Activities
Director Equipment
Hayden Bolts, Inc.* Leasing
Director, Real Estate
Parkway Real Estate
Company*
Director Investment
Provident Capital Advisory
Management, Inc. (5)
Director Investment
Advanced Investment Advisory
Management, Inc. (15)
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
Executive Vice Herbert G. None.
President Summerfield, Jr.
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
Position with
PNC Bank,
National Other Business Type of
Association Name Connections Business
- ------------- ---- -------------- --------
<S> <C> <C> <C>
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
Executive Vice W. Herbert Crowder, III None.
President
Executive Vice Walter L. West None.
President
Senior Vice George Lula None.
President
Secretary William F. Strome Director International
PNC Bank International (35) Banking
Services
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.
29
<PAGE>
(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) School District of Philadelphia, 21 Street and The Parkway, Philadelphia,
PA 19103-1099
(24) F. Eugene Dixon, Jr., Private Trustee, 665 Thomas Road, Lafayette Hill,
PA 19444-0178
(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
30
<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
------------------ --------------------- ---------------------
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
31
<PAGE>
Name and Principal Positions and Offices Positions and Offices
Business Address with the Distributor with Registrant
------------------ --------------------- ---------------------
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
(c) Information as to commissions and other compensation received by the
principal underwriter is set forth below.
Net
Name of Underwriting Compensation
Principal Discounts and on Redemption Brokerage Other
Underwriter Commissions and Repurchase Commissions Compensation
- ----------- ------------- -------------- ----------- ------------
Counsellors $ 0 $ 0 $ 0 $ 0
Securities
Inc.
Item 30. Location of Accounts and Records
--------------------------------
(1) PNC Bank, National Association (successor by merger to Provident National
Bank), Broad and Chestnut Street, Philadelphia, PA 19101 (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).
32
<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); n/i Micro Cap Fund, n/i Growth Fund and n/i Growth
of Value Fund; BEA International Equity; BEA Emerging Markets
Equity, BEA Global Telecommunications and BEA High Yield
Portfolios (Investor Class and Advisor Class) which need not
be certified, within four to six months from effective date
of this Registration Statement.
33
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant 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 SEPTEMBER 13, 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/ Edward J. Roach President (Principal SEPTEMBER 13, 1996
Edward J. Roach Executive Officer) and
Treasurer (Principal
Financial and Accounting
Officer)
/s/ Donald van Roden Director SEPTEMBER 13, 1996
Donald van Roden
/s/ Francis J. McKay Director SEPTEMBER 13, 1996
Francis J. McKay
/s/ Marvin E. Sternberg Director SEPTEMBER 13, 1996
Marvin E. Sternberg
/s/ Julian A. Brodsky Director SEPTEMBER 13, 1996
Julian A. Brodsky
/s/ Arnold M. Reichman Director SEPTEMBER 13, 1996
Arnold M. Reichman
/s/ Robert Sablowsky Director SEPTEMBER 13, 1996
Robert Sablowsky
<PAGE>
THE RBB FUND, INC.
RBB CLASSES
WARBURG PINCUS CLASSES
WARBURG PINCUS SERIES 2 CLASSES
CASH PRESERVATION CLASSES
SANSOM STREET CLASSES
BEDFORD CLASSES
BRADFORD CLASSES
BEA INSTITUTIONAL CLASSES
BEA INVESTOR CLASSES
BEA ADVISOR CLASSES
JANNEY (ALPHA) CLASSES
NI CLASSES
BETA CLASSES
GAMMA CLASSES
DELTA CLASSES
EPSILON CLASSES
ZETA CLASSES
ETA CLASSES
THETA CLASSES
EXHIBIT INDEX
-------------
Exhibit Page
- ------- ----
(10)(b) Consent of Counsel
(11) Consent of Independent Accountants
Exhibit (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. 38 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. 40 under the Investment Company Act of 1940.
/s/ Ballard Spahr Andrews & Ingersoll
Ballard Spahr Andrews & Ingersoll
September 13, 1996
Exhibit 11
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent in this Post-Effective Amendment No. 38 under the Securities Act
of 1933, as amended to this Registration Statement on Form N-1A (File No.
33-20827) of The RBB Fund, Inc. to the reference to our Firm under the headings
"Miscellaneous--Independent Accountants" in the Statement of Additional
Information.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
September 13, 1996
