RBB FUND INC
N-30D, 1996-11-05
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- --------------------------------------------------------------------------------
                                    BRADFORD
                                   GOVERNMENT
                                   OBLIGATIONS
                                  MONEY MARKET
                                    PORTFOLIO

                                [GRAPHIC OMITTED]

                              J.C. Bradford & Co.
                       Member New York Stock Exchange Inc.

                                  Annual Report
                                 August 31, 1996

<PAGE>

               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.

                       ANNUAL INVESTMENT ADVISER'S REPORT



     Although this summer's  weather  remained on the cool side, the debate over
Federal Reserve monetary policy became quite heated as the year  progressed.  By
early July, a majority of Fed watchers were  convinced that a rise in short-term
interest rates was imminent,  and pointed to July's strong  employment report as
evidence.  The only question seemed to be the size and timing of the Fed's move.
Would the Fed wait until its August meeting, or would they immediately raise the
funds rate 25 or 50 basis  points?  Certainly,  they  pointed  out,  the jump in
nonfarm payroll  (+700,000 jobs) and the spike in hourly earnings (+9 cents) was
cause  for  immediate  action  by the Fed to curb  the  economy  and  prevent  a
rekindling  of inflation.  However,  as has often  happened this year,  economic
reports that seemed to suggest  either a business  expansion or a slowdown  were
followed quite closely by reports that suggested otherwise. It seemed that after
the  winter's  government  shut  downs and  snowstorms,  the  predictability  of
economic numbers became a lost art in 1996.

     This same type of reversal of expectations occurred again in July following
the  strong  jobs  report.  Within  only a few weeks,  signs of slower  economic
activity  had  tempered  the  certainty  of a rate  hike,  and by the time  Alan
Greenspan spoke at his Humphrey-Hawkins  testimony, he speculated that, "looking
forward,  there are a number  of  reasons  to expect  demands  to  moderate  and
economic  activity to settle back toward a more  sustainable  pace in the months
ahead." The  Federal  Reserve's  forecast  for growth is  2.5%-2.75%  this year,
falling  to  1.75%-2.25%   next  year;  while  inflation  should  average  about
3.0%-3.25%  this year, and 2.75%-3.0% next year.  Greenspan's  remarks were very
well  received  by the  markets,  and stocks and bonds rose  sharply  into early
August. In addition,  the expectation of higher short-term  interest rates eased
considerably,  and by the time the Fed met on August 20, there was almost no one
in the "tighter" camp.

     Short-term  taxable interest rates have held steady at 5.25% (federal funds
rate) for the last two quarters.  The Federal Reserve's last move was on January
31, when they eased monetary policy to encourage economic growth, following news
of a very weak fourth  quarter 1995. At that time,  market  sentiment was biased
towards  additional  easings of monetary  policy and the short-term  yield curve
offered no  incentive  to extend.  By  mid-April,  however,  strong jobs reports
worried the markets  that the Fed would not only stop easing but might  consider
tightening.  In response,  the yield curve turned  positive and rewarded  longer
average  maturities with yield pick ups of 20-30 basis points.  The Money Market
and Government  portfolios  took  advantage of this  opportunity by moving their
maturities  to the  50-60  day  range.  For  much  of  the  last  two  quarters,
investments  of 3-12  months  have  outyielded  overnight  rates by 25-50  basis
points.

     As always, all the Fund's portfolios emphasized high quality securities and
highly liquid  structures,  in addition to providing  competitive daily returns.
Our credit  research  department  employs fifteen  professionals  to approve and
monitor  the  creditworthiness  of every  issue/issuer  in which the  portfolios
invest.  Finally, as of the date of this report,  there are a number of proposed
amendments to Rule 2a-7,  the  regulations  which govern money market  funds.The
anticipated  effective  date of October 3 has been  postponed by the SEC. We are
following the situation closely and will be reporting to you in the future about
the substance and timing of those changes.

                     PNC Institutional Management Corporation
                     (Please dial toll-free 800-533-7719 for questions regarding
                     your account or contact your broker.)

<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Board of Directors of The RBB Fund, Inc.:

We have  audited the  accompanying  statements  of net assets of the  Government
Obligations Money Market Portfolio of The RBB Fund, Inc., as of August 31, 1996,
and the related  statements of operations for the year then ended, the statement
of changes in net assets for each of the two years in the period then ended, and
the financial  highlights  for each of the periods  presented.  These  financial
statements  and  financial  highlights  are  the  responsibility  of the  Fund's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audits.

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

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
Government Obligations Money Market Portfolio of The RBB Fund, Inc. as of August
31, 1996 and the results of its operations for the year then ended,  the changes
in its net assets for each of the two years in the period  then  ended,  and its
financial  highlights  for each of the periods  presented,  in  conformity  with
generally accepted accounting principles.



COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
October 15, 1996


                                       2


<PAGE>


               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                             STATEMENT OF NET ASSETS
                                 AUGUST 31, 1996


                                                          PAR
                                                         (000)       VALUE
                                                       --------   ------------
AGENCY OBLIGATIONS--53.8%
FEDERAL FARM CREDIT BANK--8.1%
   5.120% 09/04/96(DAGGER) .....................       $ 15,000   $ 14,998,280
   5.400% 04/01/97 .............................         30,000     29,977,099
                                                                  ------------
                                                                    44,975,379
                                                                  ------------
FEDERAL HOME LOAN BANK--8.1%
   5.277% 09/02/96(DAGGER) .....................         20,000     19,998,784
   5.238% 09/20/96(DAGGER) .....................         15,000     14,999,434
   5.560% 10/25/96 .............................         10,000      9,997,291
                                                                  ------------
                                                                    44,995,509
                                                                  ------------
FEDERAL NATIONAL MORTGAGE ASSOCIATION--28.6%
   5.370% 09/03/96(DAGGER) .....................         10,000     10,000,000
   5.410% 09/03/96(DAGGER) .....................         10,000      9,994,465
   5.465% 09/03/96(DAGGER) .....................         10,000      9,999,787
   5.348% 09/06/96(DAGGER) .....................         20,000     19,992,305
   5.337% 09/17/96(DAGGER) .....................         20,000     19,990,167
   5.310% 10/18/96 .............................         15,000     14,996,237
   5.320% 11/21/96(DAGGER) .....................         25,000     24,992,910
   5.270% 11/26/96 .............................         20,000     19,748,211
   5.530% 01/10/97 .............................         15,000     14,698,154
   5.240% 01/15/97 .............................         15,000     14,703,067
                                                                  ------------
                                                                   159,115,303
                                                                  ------------
STUDENT LOAN MARKETING ASSOCIATION(DAGGER)--9.0%
   5.400% 09/03/96 .............................          9,000      8,998,786
   5.410% 09/03/96 .............................          5,000      5,000,000
   5.420% 09/03/96 .............................          5,000      4,999,414
   5.460% 09/03/96 .............................         15,000     14,996,128
   5.585% 09/03/96 .............................          3,850      3,851,055
   5.610% 09/03/96 .............................         12,100     12,105,327
                                                                  ------------
                                                                    49,950,710
                                                                  ------------
     TOTAL AGENCY OBLIGATIONS
       (Cost $299,036,901) .....................                   299,036,901
                                                                  ------------


                                                   PAR
                                                  (000)       VALUE
                                                 -------   ------------
U. S. TREASURY OBLIGATIONS--7.2%
U.S. TREASURY NOTES--7.2%
   6.875% 02/28/97 ......................        $20,000   $ 20,159,607
   6.875% 03/31/97 ......................         10,000     10,075,608
   6.500% 04/30/97 ......................         10,000     10,050,993
                                                           ------------
    TOTAL U. S. TREASURY
       OBLIGATIONS
       (Cost $40,286,208) ...............                    40,286,208
                                                           ------------
REPURCHASE AGREEMENTS--38.5%
Aubrey G. Lanston & Co. Inc.
   5.200% 09/03/96 ......................         92,000     92,000,000
     (Agreement dated 08/30/96 to be
     repurchased at $92,053,156,
     collateralized by $44,562,500
     U.S. Treasury Bond 6.25% due
     08/15/23 and collateralized by
     $47,439,700 U.S. Treasury
     Notes 7.75% to 8.50% due
     12/31/99 to 11/15/00. Market
     value of collateral is $92,002,200.)
Donaldson, Lufkin & Jenrette
   5.310% 09/03/96 ......................        102,200    102,200,000
     (Agreement dated 08/30/96 to be
     repurchased at $102,260,298,
     collateralized by $110,810,000
     Federal Home Loan Mortgage
     Corp. due 08/15/26 
     Market  value of collateral is
     $105,270,608.)
Morgan Stanley & Co.
   5.270% 09/20/96 ......................         20,000     20,000,000
     (Agreement dated 08/22/96 to be
     repurchased at 20,084,906,
     collateralized by $25,860,948
     Federal Home Loan Mortgage
     Corp. 0% to 8.00% due 12/01/09 to
     06/15/35. Market value of collateral
     is $20,405,022.)
                                                           ------------
     TOTAL REPURCHASE AGREEMENTS
       (Cost $214,200,000) ..............                   214,200,000
                                                           ------------

                 See Accompanying Notes to Financial Statements.

                                        3

<PAGE>


               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                       STATEMENT OF NET ASSETS (CONCLUDED)
                                 AUGUST 31, 1996



                                                 VALUE
                                              ------------

TOTAL INVESTMENTS AT VALUE--99.5%
   (COST $553,523,109*)..................     $553,523,109

OTHER ASSETS IN EXCESS
   OF LIABILITIES--0.5%..................        3,023,896
                                              ------------
NET ASSETS (Applicable to 
   192,603,016 Bedford shares,
   57,191,735 Bradford shares,
   306,763,729 Janney Montgomery
   Scott shares and 800 other
   shares)--100%.........................     $556,547,005
                                              ============
NET ASSET VALUE, offering and
   redemption price per share
   ($556,547,005 (DIVIDE) 556,559,280)...            $1.00
                                                     =====
*  Also cost for Federal income tax purposes.
(DAGGER) Variable Rate Obligations -- The interest rate is the rate as of August
         31, 1996 and the maturity date shown is the longer of the next interest
         readjustment  date  or  the  date  the  principal  amount  shown can be
         recovered through demand.

                 See Accompanying Notes to Financial Statements.

                                        4


<PAGE>


               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                             STATEMENT OF OPERATIONS
                       FOR THE YEAR ENDED AUGUST 31, 1996

Investment Income
   Interest ....................................................     $30,707,263
                                                                     -----------

Expenses
   Investment advisory fees ....................................      2,310,433
   Distribution fees ...........................................      3,236,194
   Directors' fees .............................................         10,037
   Custodian fees ..............................................        102,930
   Transfer agent fees .........................................        610,887
   Legal fees ..................................................         20,228
   Audit fees ..................................................         16,044
   Registration fees ...........................................        134,940
   Insurance expense ...........................................         11,658
   Printing fees ...............................................        107,852
   Miscellaneous ...............................................            499
                                                                     -----------
                                                                      6,561,702

   Less fees waived ............................................       (671,811)
   Less expense reimbursement by advisor .......................       (406,954)
                                                                     -----------
       Total expenses ..........................................       5,482,937
                                                                     -----------
Net investment income ..........................................      25,224,326
                                                                     -----------
Realized loss on investments ...................................        (10,995)
                                                                     -----------
Net increase in net assets resulting from operations ...........     $25,213,331
                                                                     ===========

                 See Accompanying Notes to Financial Statements.


                                       5

<PAGE>


               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                       STATEMENT OF CHANGES IN NET ASSETS

                                                    FOR THE           FOR THE
                                                  YEAR ENDED        YEAR ENDED
                                                AUGUST 31, 1996  AUGUST 31, 1995
                                                ---------------  ---------------
Increase (decrease) 
  in net assets:
Operations:
  Net investment income .....................     $ 25,224,326    $ 12,855,095
  Net gain (loss) 
    on investments ..........................          (10,995)         41,241
                                                  ------------    ------------
  Net increase in net assets 
    resulting from operations ...............       25,213,331      12,896,336
                                                  ------------    ------------
Distributions to shareholders:
Dividends to shareholders from 
  net investment income:
    Bedford shares ..........................       (8,829,111)     (7,551,189)
    Bradford Shares .........................       (2,208,959)     (2,071,772)
    Janney Montgomery Scott shares ..........      (14,186,256)     (3,232,134)
Dividends to shareholders from net 
  realized short-term gains:
    Bedford shares ..........................          (12,697)             --
    Bradford shares .........................           (3,154)             --
    Janney Montgomery Scott shares ..........          (18,204)             --
                                                  ------------    ------------
      Total distributions 
        to shareholders .....................      (25,258,381)    (12,855,095)
                                                  ------------    ------------
Net capital share transactions ..............       44,099,699     306,300,108
                                                  ------------    ------------
Total increase in net assets ................       44,054,649     306,341,349

Net Assets:
  Beginning of year .........................      512,492,356     206,151,007
                                                  ------------    ------------
  End of year ...............................     $556,547,005    $512,492,356
                                                  ============    ============

                 See Accompanying Notes to Financial Statements.


                                       6

<PAGE>


               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                            FINANCIAL HIGHLIGHTS (c)
                (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>

                                                                                                                    FOR THE PERIOD
                                                                                                                   JANUARY 10, 1992
                                                     FOR THE         FOR THE          FOR THE          FOR THE     (COMMENCEMENT OF
                                                   YEAR ENDED       YEAR ENDED       YEAR ENDED       YEAR ENDED    OPERATIONS) TO
                                                AUGUST 31, 1996  AUGUST 31, 1995  AUGUST 31, 1994  AUGUST 31, 1993  AUGUST 31, 1992
                                                ---------------  ---------------  ---------------  ---------------  ---------------
<S>                                                <C>              <C>              <C>              <C>              <C>     
     Net asset value, beginning of period ......   $   1.00         $   1.00         $   1.00         $   1.00         $   1.00
                                                   --------         --------         --------         --------         --------
     Income from investment operations:
       Net investment income ...................     0.0458           0.0475           0.0270           0.0231           0.0208
       Net gains on securities (both realized
         and unrealized) .......................         --               --               --               --           0.0009
                                                   --------         --------         --------         --------         --------
     Total from investment operations ..........     0.0458           0.0475           0.0270           0.0231           0.0217
                                                   --------         --------         --------         --------         --------
     Less distributions
       Dividends (from net investment income) ..    (0.0458)         (0.0475)         (0.0270)         (0.0231)         (0.0208)
       Distributions (from capital gains)                --               --               --               --          (0.0009)
                                                   --------         --------         --------         --------         --------
         Total distributions ...................    (0.0458)         (0.0475)         (0.0270)         (0.0231)         (0.0217)
                                                   --------         --------         --------         --------         --------
     Net asset value, end of period ............   $   1.00         $   1.00         $   1.00         $   1.00         $   1.00
                                                   ========         ========         ========         ========         ========
     Total Return ..............................      4.68%            4.86%            2.73%            2.33%          3.42%(b)
     Ratios /Supplemental Data
       Net assets, end of period ...............   $ 57,190         $ 46,509         $ 39,732         $ 50,523         $ 42,477
       Ratios of expenses to average 
         net assets ............................    .975%(a)         .975%(a)         .975%(a)         .975%(a)      .975%(a)(b)
       Ratios of net investment income 
         to average net assets .................      4.58%            4.75%            2.70%            2.31%          3.23%(b)


<FN>

(a)  Without  the waiver of  advisory  fees and  without  the  reimbursement  of
     certain  operating  expenses,  the ratios of expenses to average net assets
     would have been 1.10%,  1.13%,  1.18% and 1.18% for the years ended  August
     31, 1996,  1995, 1994 and 1993,  respectively  and 1.15% annualized for the
     period end August 31, 1992. 
(b)  Annualized. 
(c)  Financial  Highlights  relate soley to the Bradford  Class of shares within
     the portfolio.

</FN>
</TABLE>



                 See Accompanying Notes to Financial Statements.


                                       7

<PAGE>


               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                          NOTES TO FINANCIAL STATEMENTS
                                 AUGUST 31, 1996

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The RBB Fund, Inc. (the "Fund") is registered under the Investment  Company
Act of 1940, as amended, as an open-end management  investment company. The Fund
was incorporated in Maryland on February 29, 1988.

     The Fund has authorized capital of thirty billion shares of common stock of
which 12.35 billion shares are currently classified into sixty-six classes. Each
class  represents an interest in one of seventeen  investment  portfolios of the
Fund. The classes have been grouped into fifteen separate  "families",  eight of
which have begun  investment  operations:  the RBB Family,  the BEA Family,  the
Sansom Street Family,  the Bedford Family,  the Cash  Preservation  Family,  the
Janney  Montgomery  Scott Money Family,  the n/i Family and the Bradford Family.
The Bradford  Government  Obligations Money Market Shares represents an interest
in the Government  Obligations Money Market Portfolio,  which is covered by this
report.

              A) SECURITY VALUATION -- Portfolio securities are valued under the
     amortized cost method,  which approximates current market value. Under this
     method,  securities  are valued at cost when  purchased  and  thereafter  a
     constant proportionate  amortization of any discount or premium is recorded
     until  maturity  of the  security.  Regular  review and  monitoring  of the
     valuation  is  performed  in an attempt to avoid  dilution or other  unfair
     results to  shareholders.  The Portfolio  seeks to maintain net asset value
     per share at $1.00.

              B)  SECURITY   TRANSACTIONS  AND  INVESTMENT  INCOME  --  Security
     transactions  are accounted for on the trade date.  The cost of investments
     sold is  determined by use of the specific  identification  method for both
     financial reporting and income tax purposes. Interest income is recorded on
     the accrual basis.  Certain expenses,  principally  distribution,  transfer
     agency  and  printing,  are  class  specific  expenses  and vary by  class.
     Expenses not  directly  attributable  to a specific  portfolio or class are
     allocated  based on  relative  net  assets  of each  portfolio  and  class,
     respectively.

              C)  DISTRIBUTIONS TO SHAREHOLDERS -- Dividends from net investment
     income are declared daily and paid monthly.  Any net realized capital gains
     are distributed at least annually.  Income  distributions  and capital gain
     distributions  are  determined  in accordance  with income tax  regulations
     which may differ from generally accepted accounting principles.

              D) FEDERAL  INCOME TAXES -- No provision is made for Federal taxes
     as it is the Fund's intention to have the portfolio continue to qualify for
     and elect the tax treatment  applicable to regulated  investment  companies
     under the Internal Revenue Code and make the requisite distributions to its
     shareholders which will be sufficient to relieve it from Federal income and
     excise taxes.

              E)  REPURCHASE  AGREEMENTS  --  Money  market  instruments  may be
     purchased subject to the seller's agreement to repurchase them at an agreed
     upon date and  price.  The  seller  will be  required  on a daily  basis to
     maintain the value of the  securities  subject to the agreement at not less
     than  the  repurchase  price.  The  agreements  are  conditioned  upon  the
     collateral being deposited under the Federal Reserve  book-entry  system or
     with the Fund's custodian or a third party sub-custodian.

              F) USE OF ESTIMATES -- The preparation of financial  statements in
     conformity  with  generally   accepted   accounting   principles   requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and  liabilities at the date of the financial  statements
     and the  reported  amounts of revenues and  expenses  during the  reporting
     period. Actual results could differ from those estimates.


                                       8

<PAGE>


               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 AUGUST 31, 1996

NOTE 2. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

     Pursuant to Investment Advisory  Agreements,  PNC Institutional  Management
Corporation  ("PIMC"),  a wholly owned subsidiary of PNC Asset Management Group,
Inc.,  which  is in  turn  a  wholly  owned  subsidiary  of PNC  Bank,  National
Association  ("PNC  Bank"),  serves  as  investment  advisor  for the  portfolio
described  herein.  PNC  Bank  serves  as the  sub-advisor  for  the  Government
Obligations Money Market Portfolio.

     For its advisory services,  PIMC is entitled to receive the following fees,
computed daily and payable  monthly based on the  portfolio's  average daily net
assets:

                    .45% of first $250 million of net assets;
                    .40% of next $250 million of net assets;
                    .35% of net assets in excess of $500 million

     PIMC may, at its  discretion,  voluntarily  waive all or any portion of its
advisory fee for this portfolio. For each class of shares within this portfolio,
the net advisory fee charged to each class is the same on a relative basis.  For
the year ended August 31,  1996,  advisory  fees and waivers for the  investment
portfolio were as follows:

           GROSS                                             NET
         ADVISORY                                         ADVISORY
           FEE                   WAIVER                      FEE
       ------------           ------------              ------------
        $2,310,433             $(671,811)                $1,638,622


     PNC Bank,  as  sub-advisor,  receives a fee  directly  from  PIMC,  not the
portfolio.  In  addition,  PNC Bank serves as  custodian  for each of the Fund's
portfolios.  PFPC Inc. ("PFPC"), an indirect wholly owned subsidiary of PNC Bank
Corp.,  serves as each class's transfer and dividend  disbursing  agent. For the
year ended August 31, 1996, transfer agency fees for each class of shares within
the investment portfolio were as follows:

                                                      TRANSFER AGENCY
                                                            FEE
                                                      ---------------

          Bedford Class                                  $  81,107
          Bradford Class                                    11,935
          Janney Montgomery Scott Class                    517,845
                                                         ---------
             Total                                        $610,887
                                                         =========

     The  Fund,  on  behalf  of each  class  of  shares  within  the  investment
portfolio,  has  adopted  Distribution  Plans  pursuant  to Rule 12b-1 under the
Investment  Company Act of 1940, as amended,  and has entered into  Distribution
Contracts with Counsellors  Securities Inc.  ("Counsellors"),  which provide for
each class to make monthly payments, based on average net assets, to Counsellors
of up to .65% on an annualized  basis for the Bedford,  Janney  Montgomery Scott
and Bradford Classes and up to .20% on an annualized basis for the Sansom Street
Class.

                                       9

<PAGE>


               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 AUGUST 31, 1996

NOTE 2. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES (CONTINUED)

     For the year ended August 31, 1996,  distribution  fees for each class were
as follows:
                                                  DISTRIBUTION
                                                      FEE
                                                  ------------
     Bedford Class                                 $1,091,847
     Bradford Class                                   275,120
     Janney Montgomery Scott Class                  1,869,227
                                                   ----------
        Total                                      $3,236,194
                                                   ==========

     The Fund has entered into service agreements with banks affiliated with PNC
Bank who render support  services to customers who are the beneficial  owners of
the Sansom Street Class in consideration of the payment of .10% of the daily net
asset value of such shares.  No such payments were  necessary for the year ended
August 31, 1996.

NOTE 3. CAPITAL SHARES

     Transactions in capital shares (at $1 per capital share) for each year were
as follows:

                                                 FOR THE          FOR THE
                                               YEAR ENDED       YEAR ENDED
                                             AUGUST 31, 1996  AUGUST 31, 1995
                                             ---------------  ---------------
                                                  VALUE            VALUE
                                             ---------------  ---------------
     Shares sold:
       Bedford Class                         $  663,889,198    $ 461,728,190
       Bradford Class                           180,761,217      192,414,935
       Janney Montgomery Scott Class          1,160,250,876      533,143,649
     Shares issued in 
       reinvestment of dividends:
         Bedford Class                            8,793,104        7,147,384
         Bradford Class                           2,158,629        2,029,050
         Janney Montgomery Scott Class           14,080,097        3,065,158
     Shares repurchased:
       Bedford Class                           (643,470,937)    (471,908,601)
       Bradford Class                          (172,234,746)    (187,671,346)
       Janney Montgomery Scott Class         (1,170,127,739)    (233,648,311)
                                              -------------    -------------
     Net increase                             $  44,099,699    $ 306,300,108
                                              -------------    -------------
     Bradford Shares authorized                 500,000,000      500,000,000
                                              =============    =============

                                       10

<PAGE>

               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 AUGUST 31, 1996

NOTE 4. NET ASSETS

     At August 31, 1996, net assets consisted of the following:

         Capital paid-in:
            Bedford Class                          $ 192,603,016
            Bradford Class                            57,191,735
            Janney Montgomery Scott Class            306,763,729
            Other Classes                                    800
         Accumulated net realized loss
            on investments:
            Bedford Class                                 (4,248)
            Bradford Class                                (1,261)
            Janney Montgomery Scott Class                 (6,766)
                                                   -------------
                                                   $ 556,547,005
                                                   =============


                                       11

<PAGE>


               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 AUGUST 31, 1996

NOTE 5. CAPITAL LOSS CARRYOVERS

     At August 31, 1996,  $12,275 of capital loss  carryovers  were available to
offset future realized gains which expire in 2004.

NOTE 6. OTHER FINANCIAL HIGHLIGHTS

     The Fund  currently  offers  two  other  class of  shares  representing  an
interest in the  Government  Obligations  Money  Market  Portfolio:  Bedford and
Janney Montgomery Scott. Each class is marketed to different types of investors.
The financial highlights are as follows:

THE BEDFORD FAMILY


<TABLE>
<CAPTION>

                                                          GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO                    
                                      -----------------------------------------------------------------------------------  
                                           FOR THE         FOR THE          FOR THE          FOR THE          FOR THE      
                                         YEAR ENDED       YEAR ENDED       YEAR ENDED       YEAR ENDED       YEAR ENDED    
                                      AUGUST 31, 1996  AUGUST 31, 1995  AUGUST 31, 1994  AUGUST 31, 1993  AUGUST 31, 1992  
                                      ---------------  ---------------  ---------------  ---------------  ---------------  
<S>                                      <C>              <C>              <C>              <C>              <C>      
Net asset value,
  beginning of year ..................   $   1.00         $   1.00         $   1.00         $   1.00         $   1.00  
                                         --------         --------         --------         --------         --------  
Income from investment operations:
  Net investment income. .............     0.0458           0.0475            0.027           0.0231           0.0375  
  Net gains on securities (both
   realized and unrealized) ..........         --               --               --               --           0.0009  
                                         --------         --------         --------         --------         --------  
     Total from investment
      operations .....................     0.0458           0.0475            0.027           0.0231           0.0384  
                                         --------         --------         --------         --------         --------  
Less distributions
  Dividends (from net investment
   income) ...........................    (0.0458)         (0.0475)         (0.0270)         (0.0231)         (0.0375) 
  Distributions (from capital gains) .         --               --               --               --          (0.0009) 
                                         --------         --------         --------         --------         --------  
     Total distributions .............    (0.0458)         (0.0475)         (0.0270)         (0.0231)         (0.0384) 
                                         --------         --------         --------         --------         --------  
Net asset value,
  end of year ........................   $   1.00         $   1.00         $   1.00         $   1.00         $   1.00  
                                         ========         ========         ========         ========         ========  
Total Return .........................      4.68%            4.86%            2.73%            2.33%            3.91%  
Ratios /Supplemental Data
  Net assets, end of year (000).......   $192,599         $163,398         $166,418         $213,741         $225,101  
  Ratios of expenses to average
   net assets ........................    .975%(a)         .975%(a)         .975%(a)         .975%(a)         .975%(a) 
  Ratios of net investment income
   to average net assets .............      4.58%            4.75%            2.70%            2.31%            3.75%  


<FN>

(a)  Without  the waiver of  advisory  fees and  without  the  reimbursement  of
     certain  operating  expenses,  the ratios of expenses to average net assets
     for the  Government  Obligations  Money  Market  Portfolio  would have been
     1.10%,  1.13%,  1.17%,  1.18%,  and  1.12%  for the  years  ended and 1992,
     respectively.
</FN>
</TABLE>

                                       12

<PAGE>



               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                    NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
                                 AUGUST 31, 1996

NOTE 6. OTHER FINANCIAL HIGHLIGHTS (CONTINUED)

THE JANNEY MONTGOMERY SCOTT FAMILY




                                                    GOVERNMENT OBLIGATIONS
                                                    MONEY MARKET PORTFOLIO
                                               ---------------------------------
                                                                 FOR THE PERIOD
                                                                 JUNE 12, 1995
                                                   FOR THE      (COMMENCEMENT OF
                                                  YEAR ENDED     OPERATIONS) TO
                                               AUGUST 31, 1996  AUGUST 31, 1995
                                               ---------------  ----------------
     Net asset value, 
       beginning of period ..................      $   1.00        $   1.00
                                                   --------        --------
     Income from investment operations:
       Net investment income ................        0.0456          0.0109
                                                   --------        --------
         Total from investment 
           operations .......................        0.0456          0.0109
                                                   --------        --------
     Less distributions
       Dividends (from net 
         investment income) .................       (0.0456)        (0.0109)
                                                   --------        --------
         Total distributions ................       (0.0456)        (0.0109)
                                                   --------        --------
    Net asset value, end of period ..........      $   1.00        $   1.00
                                                   ========        ========

     Total Return ...........................         4.66%         5.03%(b)
     Ratios /Supplemental Data
       Net assets, end of period (000) ......      $306,757        $302,585
       Ratios of expenses to average 
         net assets .........................       1.00%(a)     1.00%(a)(b)
       Ratios of net investment income 
         to average net assets ..............         4.56%         4.91%(b)

(a)  Without  the waiver of  advisory  fees and  without  the  reimbursement  of
     certain  operating  expenses,  the ratios of expenses to average net assets
     for the Government Obligations Money Market Portfolio would have been 1.25%
     for the year ended  August  31,  1996 and 1.28%  annualized  for the period
     ended August 31, 1995. 
(b)  Annualized.

                                       13

<PAGE>

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