RBB FUND INC, 485BPOS, 1996-11-27

RBB FUND INC
485BPOS, 1996-11-27

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<PAGE>

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

As filed with the Securities and Exchange Commission on November 27, 1996

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

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

POST-EFFECTIVE AMENDMENT NO. 41 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]

AMENDMENT NO. 43 [X]
----------------------------------

THE RBB FUND, INC.

(Government Securities Portfolio: RBB Family Class; BEA International
Equity Portfolio: BEA Class, BEA Investor Class and BEA Advisor Class; BEA High
Yield Portfolio: BEA Class, BEA Investor Class and BEA Advisor Class; BEA
Emerging Markets Equity Portfolio: BEA Class, BEA Investor Class and BEA Avisor
Class; BEA U.S. Core Equity Portfolio: BEA Class; BEA U.S. Core Fixed Income
Portfolio; BEA Class; BEA Strategic Global Fixed Income Portfolio: BEA Class;
BEA Municipal Bond Fund Portfolio; BEA Class; BEA Balanced Fund Portfolio; BEA
Class; BEA Short Duration Portfolio: BEA Class; BEA Global Telecommunications
Portfolio: BEA Investor Class and BEA Advisor Class; 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)
----------------------------------------
Registrant's Telephone Number: (302) 792-2555

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

(Name and Address of
Agent for Service)

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

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

[ ] immediately upon filing pursuant to paragraph (b)

[X] ON DECEMBER 1, 1996 pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph (a)(1)

[ ] on _______________ pursuant to paragraph (a)(1) 75

[ ] days after filing pursuant to paragraph (a)(2)

[ ] on _______________ pursuant to paragraph (a)(2) of rule 485

If appropriate, check following box:

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

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

<PAGE>

THE RBB FUND, INC.
(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"

<PAGE>

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

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"

<PAGE>

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

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 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"

<PAGE>

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

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>

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
at least 65% of its total assets 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, but not limited to, price to
book value ratios and 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 1, 1996, has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
Prospectus. The Prospectus and the Statement of Additional Information is
available for reference, along with other related materials, on the SEC Internet
Web Site (http://www.sec.gov). It may be obtained free of charge from the Fund
by calling (800) 311-9783 or 9829.

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 1, 1996

<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
nineteen 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 the Fund.
The expenses and fees in the tables are based on expenses expected to be
incurred for the current fiscal year ending August 31, 1997.

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET
ASSETS) AFTER EXPENSE WAIVERS*

<S> <C>
Management Fees (after waivers)**............. 0.71%
12b-1 Fees (after waivers)**.................. 0.04%
Other Expenses................................ 0.25%
----
Total Fund Operating Expenses (after waivers) 1.00%
====

</TABLE>

* In the absence of expense waivers, fees and expenses would be as follows:
Management Fees: 0.75%; 12b-1 Fees: 0.15%; and Total Fund Operating
Expenses: 1.15%.

** Management Fees and 12b-1 Fees are each based on average daily net assets
and are calculated daily and paid monthly.

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......... $10 $32

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<PAGE>

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 Fund seeks to achieve its
objective by investing at least 65% of its total assets 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 $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, but not limited to, price to book
value ratios and 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.

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 policy, the Fund will not invest
25% or more 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

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<PAGE>

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 total 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 and dollar rolls, 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 Fund invests in such
investment companies, the Fund will bear its proportionate share of the costs
incurred by such companies, including investment advisory fees.

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<PAGE>

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 of the Fund's total assets would be
invested in the securities of such issuer, or more than 10% of the
outstanding voting securities of such issuer would be owned by the
Fund, except that up to 25% of the value of the Fund's total assets
may be invested without regard to such limitations.

-5-
<PAGE>

2. Purchase any securities which would cause, at the time of
purchase, 25% or more of the value of the total assets of the Fund 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 banks 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 may 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 Adviser 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. An investment in
the Fund is not intended to constitute a balanced investment program. Other risk
factors are discussed above under "Investment Objectives and Policies" and in
the Statement of Additional Information under "Investment Objectives and
Policies."

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<PAGE>

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 Asset Management, L.P., 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 and other institutional accounts that had
aggregate total assets under management as of October 31, 1996, in excess of
$7.0 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, makes investment decisions for the Fund,
places orders to purchase and sell securities, and employs professional
portfolio managers and securities analysts who provide research services to the
Fund.

PORTFOLIO MANAGEMENT

The day-to-day portfolio management of the Fund is the responsibility of
Mark E. Donovan and Wayne S. Sharp who are senior portfolio managers of the
Adviser. Mr. Donovan is Vice Chairman of the Adviser's Equity Strategy Committee
which oversees the investment activities of the Adviser's $1.9 billion of Large
Capitalization Core Value institutional equity assets under management. Prior to
joining the Adviser on April 16, 1995, Mr. Donovan was a Senior Vice President
and Vice Chairman of The Boston Company Asset Management, Inc.'s Equity Policy
Committee. Mr. Donovan is a Chartered Financial Analyst and has over fourteen
years of investment experience. Ms. Sharp is a member of the Adviser's Equity
Strategy Committee and has over twenty years of investment experience. Prior to
joining the Adviser on April 16, 1995, Ms. Sharp was a Senior Vice President and
member of the Equity Policy Committee of The Boston Company Asset Management,
Inc. Ms. Sharp is also a Chartered Financial Analyst.

ADMINISTRATOR

PFPC Inc. ("PFPC") serves as administrator to the Fund and generally
assists the Fund in all aspects of its

-7-
<PAGE>

administration and operations, including matters relating to the maintenance of
financial records and accounting.

TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN

EXPENSES

The expenses of the Fund 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.

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.

-8-
<PAGE>

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 0.15% 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 0.04% on the first $200 million of the average
daily net assets of the Fund on an annualized basis in any year and 0.05%
thereafter. Such compensation may be increased up to the amount permitted by the
Plan, with the approval of the RBB 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
Institutional 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 Institutional Shares of the Fund, all as set forth in the Fund's 12b-1
Plan. The Distributor may pay for the cost of printing (excluding typesetting)
and mailing to prospective

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<PAGE>

investors prospectuses and other materials relating to the Fund 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 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. 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 8852, Wilmington, Delaware 19899-8852. The name of the Fund,
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, clients
which are part of endowments, foundation or other related groups may be

-10-
<PAGE>

aggregated. The Fund reserves the right to suspend the offering of Shares for a
period of time or 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.

The price paid for Shares purchased is based on the net asset value next
computed after an order is received by the Fund or its agents. Such price will
be the net asset value next computed after an order is received by the Fund or
its agents prior to the close of the NYSE. Orders received by the Fund or its
agents after its close of the NYSE are priced at the net asset value next
determined on the following Business Day. In those cases where an investor pays
for Shares by check, the purchase will be effected at the net asset value next
determined after the Fund or its agents receives the order and the completed
application.

Shares may be purchased by principals and employees of the Adviser, either
directly or through their individual retirement accounts, and any pension and
profit-sharing plan of the Adviser without being subject to the minimum
investment limitations.

Shareholders may not purchase shares of the Boston Partners Large Cap Value
Fund with a check issued by a third party and endorsed over to the Fund. Checks
for investment must be made payable to Boston Partners Large Cap Value Fund.

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

A. Telephone the Funds' transfer agent, PFPC, toll- free (888)
261-4073, and provide PFPC with your name, address,
telephone number, Social Security or Tax Identification
Number, the Fund selected, the amount being wired, and by
which bank. PFPC will then provide an investor with a Fund
account

-11-
<PAGE>

number. Investors with existing accounts should also
notify PFPC prior to wiring funds.

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

PNC Bank, N.A.
Philadelphia, PA 19103
ABA Number: 0310-0005-3
CREDITING ACCOUNT NUMBER: 86-1108-2507
FROM: (name of investor)
ACCOUNT NUMBER: (Investor's account number
with the Fund)
FOR PURCHASE OF: (name of the Fund)
AMOUNT: (amount to be invested)

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

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

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 (888) 261-4073 to obtain the appropriate forms.

HOW TO REDEEM SHARES

REDEMPTION BY MAIL

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.

-12-
<PAGE>

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. 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.

TELEPHONE REDEMPTION

A shareholder wishing to make a redemption by telephone may do so by
following the procedures described below. Shareholders are automatically
provided with telephone redemption privileges when opening an account, unless
they indicate on the application that they do not wish to use this privilege. To
add a telephone redemption feature to an existing account that previously did
not provide for this option, a Telephone Redemption 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 redemption at
(888) 261-4073. 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's
Federal tax identification number and name of the Fund, all of which must match
the Fund's records; (3) 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; (4) 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 (5) maintaining
tapes of telephone transactions for six months, if the Fund elects to record
shareholder telephone transactions.

-13-
<PAGE>

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.

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 or its agents. Payment for Shares redeemed is made by check mailed within
seven days after acceptance by the Fund or its agents 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

-14-
<PAGE>

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 Fund's
securities. A more detailed discussion of net asset value and security valuation
is contained in the Statement of Additional Information.

DIVIDENDS AND DISTRIBUTIONS

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

The Fund will declare and pay dividends from net investment income annually
and pays them in the calendar year in which they are declared, generally in
December. 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.

The 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 the
Fund qualifies for this tax treatment, the Fund will be relieved of Federal
income tax on amounts distributed to shareholders, but shareholders, unless
otherwise exempt, will pay income or capital gains taxes on amounts so
distributed (except distributions that are treated as a return of capital)
regardless of whether such distributions are paid in cash or reinvested in
additional Shares.

-15-
<PAGE>

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.

RBB will send written notices to shareholders annually regarding the tax
status of distributions made by the Fund. Dividends declared in December of any
year payable to shareholders of record on a specified date in such a month will
be deemed to have been received by the shareholders on December 31, provided
such dividends are paid during January of the following year. The 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 are nonresident alien individuals, foreign trusts or
estates, foreign corporations or foreign partnerships may be subject to
different U.S. Federal income tax treatment.

MULTI-CLASS STRUCTURE

The Fund has other classes of shares which may be 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 will quote performance of the Advisor 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 Advisor and Investor Shares.
Information concerning these other classes may be obtained by calling the Fund
at (800) 311-9783 or 9829.

DESCRIPTION OF SHARES

The Fund has authorized capital of thirty billion shares of Common Stock,
$.001 par value per share, of which 13.47 billion shares are currently
classified into 77 different

-16-

<PAGE>

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 the Fund has an equal
proportionate interest in the assets belonging to the Fund with each other share
that represents an interest in the Fund, even where a share has a different
class designation than another share representing an interest in the Fund.
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 Fund will vote in the aggregate and not by class
on all matters, except where otherwise required by law. Further, shareholders of
all investment portfolios of RBB will vote in the aggregate and not by portfolio
except as otherwise required by law or when the Board of Directors determines
that the matter to be voted upon affects only the interests of the shareholders
of a particular investment portfolio. (See the Statement of Additional
Information under "Additional Information Concerning Fund Shares" for examples
when the 1940 Act requires voting by investment portfolio or by class.)
Shareholders of 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 November 6, 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.

-17-
<PAGE>

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 (888) 261-4073.

SHARE CERTIFICATES

In the interest of economy and convenience, physical certificates
representing Shares in the Fund are not normally issued.

HISTORICAL PERFORMANCE INFORMATION

The table below presents the Composite performance history of certain of
the Adviser's managed accounts on an annualized basis for the period ended
September 30, 1996. The Composite is comprised of institutional accounts and
other privately managed accounts with investment objectives, policies and
strategies substantially similar to those of the Fund, although the accounts
have longer operating histories than the Fund, which had not commenced
operations as of September 30, 1996. The Composite performance information
includes the reinvestment of dividends received in the underlying securities and
is net of investment advisory fees. The privately managed accounts in the
Composite are only available to the Adviser's institutional advisory clients.
These accounts have lower investment advisory fees than the Fund. In addition,
the past performance of the accounts which comprise the Composite is not
indicative of the future performance of the Fund. These private accounts are not
subject to the same investment limitations, diversification requirements and
other restrictions which are imposed upon mutual funds under the Investment
Company Act of 1940 and the Internal Revenue Code, which, if imposed, may have
adversely affected the performance results of the Composites. Listed below the
performance history for the Composite is a comparative index comprised of
securities similar to those in which accounts contained in the Composite are
invested.

-18-
<PAGE>

For the Period Ended September 30, 1996

Since
One Year Inception*
-------- ----------
<S> <C> <C>

Composite Performance 20.6% 26.8%

S&P 500 Stock Index 20.3% 23.8%

</TABLE>

* The Adviser commenced managing these accounts on June 1, 1995.

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.

-19-
<PAGE>

BOSTON PARTNERS LARGE CAP VALUE FUND
(INSTITUTIONAL SHARES)

PROSPECTUS

December 1, 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............................................................... 7
MANAGEMENT................................................................. 7
DISTRIBUTION OF SHARES..................................................... 10
HOW TO PURCHASE SHARES..................................................... 11
HOW TO REDEEM SHARES....................................................... 13
NET ASSET VALUE............................................................ 15
DIVIDENDS AND DISTRIBUTIONS................................................ 16
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>

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
at least 65% of its total assets 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 but not limited to, price to
book value ratios and 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 1, 1996, has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
Prospectus. The Prospectus and the Statement of Additional Information are
available for reference, along with other related material on the SEC Internet
Web Site (wttp://www.sec.gov). It may be obtained free of charge from the Fund
by calling (888) **[261-4073]**.

December 1, 1996

<PAGE>

INTRODUCTION

FEE TABLE

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS) AFTER
EXPENSE WAIVERS*

<S> <C>

Management Fees (after waivers)**............. 0.71%
12b-1 Fees**.................................. 0.25%
Other Expenses................................ 0.29%
----
Total Fund Operating Expenses (after waivers). 1.25%
====

</TABLE>

* In the absence of expense waivers, Management Fees would be 0.75% and Total
Fund Operating Expenses would be 1.29%.

** Management Fees and 12b-1 Fees are each based on average daily net assets
and are calculated daily and paid monthly.

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......... $13 $40

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

-2-
<PAGE>

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.

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 Adviser examines various factors in determining the value
characteristics of such issuers, including but not limited to price to book
value ratios and 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.

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

-3-
<PAGE>

number of industries and, as a matter of policy, the Fund will not invest 25% or
more 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 total assets in securities of issuers with a market capitalization of $1
billion or greater.

In accordance with the above-mentioned policies, the Fund may also invest
in indexed securities, convertible securities, repurchase and reverse repurchase
agreements, dollar rolls, 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 Fund
invests in such investment companies, the Fund will bear its proportionate share

-4-
<PAGE>

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 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.

INVESTMENT LIMITATIONS

The Fund may not:

-5-
<PAGE>

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 Fund's total assets would be invested in
the securities of such issuer, or more than 10% of the outstanding voting
securities of such issuer would be owned by the Fund, except that up to 25%
of the value of the Fund's total assets may be invested without regard to
such limitations.

2. Purchase any securities which would cause, at the time of purchase,
more than 25% of the value of the total assets of the Fund 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 banks 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

-6-
<PAGE>

RISK FACTORS

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

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 and other institutional accounts that had aggregate total assets under
management as of October 31, 1996, in excess of $7.0 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, makes investment decisions for the Fund,
places orders to purchase and sell securities, and employs professional
portfolio managers and securities analysts who provide research services to the
Fund.

PORTFOLIO MANAGEMENT

-7-
<PAGE>

Committee. Mr. Donovan is a Chartered Financial Analyst and has over fourteen
years of investment experience. Ms. Sharp is a member of the Adviser's Equity
Strategy Committee and has over twenty years of investment experience. Prior to
joining the Adviser on April 16, 1995, Ms. Sharp was a Senior Vice President and
member of the Equity Policy Committee of The Boston Company Asset Management,
Inc. Ms. Sharp is also a Chartered Financial Analyst.

ADMINISTRATOR

PFPC Inc. ("PFPC") serves as administrator to the Fund and generally
assists the Fund in all aspects of its administration and operations, including
matters relating to the maintenance of financial records and accounting.

TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN

PNC Bank, National Association ("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 19809. 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

-8-
<PAGE>

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.

PORTFOLIO TRANSACTIONS

DISTRIBUTION OF SHARES

-9-
<PAGE>

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 Fund as well as for related direct mail,
advertising and promotional expenses.

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

-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 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 8852, Wilmington,
Delaware 19899-8852. The name of the Fund, 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 $2,500
and subsequent investments must be at least $500. The Fund reserves the right to
suspend the offering of Shares for a period of time or to reject any purchase
order.

The price paid for Shares purchased is based on the net asset value next
computed after an order is received by an Authorized Dealer provided such order
is transmitted to and received by the Fund or its agents prior to its close of
the NYSE. It is the responsibility of Authorized Dealers to transmit

-11-
<PAGE>

orders received by them to the Fund or its agents so they will be received prior
to such time. Orders received by the Fund or its agents from an Authorized
Dealer after its close of business are priced at the net asset value next
determined on the following Business Day. In those cases where an investor pays
for Shares by check, the purchase will be effected at the net asset value next
determined after the Fund or its agents 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.

Shareholders may not purchase shares of the Boston Partners Large Cap Value
Fund with a check issued by a third party and endorsed over to the fund. Checks
for investment must be made payable to Boston Partners Large Cap Value Fund.

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

A. Telephone the Funds' transfer agent, PFPC, toll- free (888)
261-4073, and provide PFPC with your name, address, telephone
number, Social Security or Tax Identification Number, the Fund
selected, the amount being wired, and by which bank. PFPC will
then provide an investor with a Fund account number. Investors
with existing accounts should also notify PFPC prior to wiring
funds.

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

PNC Bank, N.A.
Philadelphia, PA 19103
ABA Number: 0310-0005-3
CREDITING ACCOUNT NUMBER: 86-1108-2507
FROM: (name of investor)

-12-
<PAGE>

ACCOUNT NUMBER: (Investor's account number
with the Fund)
FOR PURCHASE OF: (name of the Fund)
AMOUNT: (amount to be invested)

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

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

AUTOMATIC INVESTING

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

REDEMPTION BY MAIL

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 Fund c/o PFPC Inc., P.O. Box 8852, Wilmington,
Delaware 19899-8852. 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.

-13-
<PAGE>

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.

TELEPHONE REDEMPTION

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's
Federal identification number and name of the Fund, all of which must match the
Fund's records; (3) 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; (4) sending a written
confirmation for each telephone transaction to the owners of record at the
address of record within five (5)

-14-
<PAGE>

business days of the call; and (5) 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.

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 8852, Wilmington, Delaware
19899-8852. 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.

-15-
<PAGE>

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

PAYMENT OF REDEMPTION PROCEEDS

NET ASSET VALUE

-16-
<PAGE>

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.

DIVIDENDS AND DISTRIBUTIONS

The Fund will declare and pay dividends from net investment income
annually, and pays them in the calendar year in which they are declared,
generally in December. Net realized capital gains (including net short-term
capital gains), if any, will be distributed at least annually.

TAXES

The 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
the Fund qualifies for this tax treatment, the Fund will be relieved of Federal
income tax on amounts distributed to shareholders, but shareholders, unless
otherwise exempt, will pay income or capital gains taxes on amounts so
distributed (except distributions that are treated as a return of capital)
regardless of whether such distributions are paid in cash or reinvested in
additional Shares.

-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 the 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.

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.

SHAREHOLDER SERVICING

The Fund is authorized to offer Investor Shares to Intermediaries whose
clients or customers ("Customers") are beneficial owners of Investor Shares.
Those Intermediaries may enter into service agreements ("Agreements") related to
the sale of the Investor Shares with the Distributor pursuant to a Distribution
Plan. 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 Investor 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

-18-
<PAGE>

sale of the Investor 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 Investor 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 0.25% of the value of the average daily net
assets of its Customers invested in the Investor Shares. The Fund may, in the
future, enter into additional Agreements with Intermediaries. 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
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
the Fund at (800) 311-9783 or 9829.

DESCRIPTION OF SHARES

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

Each share that represents an interest in the Fund has an equal
proportionate interest in the assets belonging to the

-19-
<PAGE>

Fund with each other share that represents an interest in the Fund, 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.

As of November 6, 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

-20-
<PAGE>

SHARE CERTIFICATES

In the interest of economy and convenience, physical certificates
representing shares in the Fund are not normally issued.

HISTORICAL PRO-FORMA PERFORMANCE INFORMATION

The table below presents the Composite performance history of certain of
the Adviser's managed accounts on an annualized basis for the period ended
September 30, 1996. The Composite is comprised of institutional accounts and
other privately managed accounts with investment objectives, policies and
strategies substantially similar to those of the Fund, although the accounts
have longer operating histories than the Fund, which had not commenced
operations as of September 30, 1996. The Composite performance information
includes the reinvestment of dividends received in the underlying securities and
is net of investment advisory fees and expenses. The privately managed accounts
in the Composite are only available to the Adviser's institutional advisory
clients. These accounts have lower investment advisory fees than the Fund. In
addition, the past performance of the funds and accounts which comprise the
Composite is not indicative of the future performance of the Fund. These private
accounts are not subject to the same investment limitations, diversification
requirements and other restrictions which are imposed upon mutual funds under
the Investment Company Act of 1940 and the Internal Revenue Code, which, if
imposed, may have adversely affected the performance results of the Composites.
Listed below the performance history for the Composite is a comparative index
comprised of securities similar to those in which accounts contained in the
Composite are invested.

For the Period Ended September 30, 1996

Since
One Year Inception*
-------- ----------
<S> <C> <C>

Composite Performance 20.6% 26.8%

S&P 500 Stock Index 20.3% 23.8%

</TABLE>

* The Adviser commenced managing these accounts on June 1, 1995.

-21-
<PAGE>

FUTURE PERFORMANCE INFORMATION

-22-
<PAGE>

BOSTON PARTNERS LARGE CAP VALUE FUND
(INVESTOR SHARES)

PROSPECTUS

December 1, 1996

<PAGE>

TABLE OF CONTENTS
Page
----

INTRODUCTION.............................................................. 3
INVESTMENT OBJECTIVES AND POLICIES........................................ 4
INVESTMENT LIMITATIONS.................................................... 7
RISK FACTORS.............................................................. 8
MANAGEMENT................................................................ 9
DISTRIBUTION OF SHARES.................................................... 11
HOW TO PURCHASE SHARES.................................................... 13
HOW TO REDEEM SHARES...................................................... 18
NET ASSET VALUE........................................................... 20
DIVIDENDS AND DISTRIBUTIONS............................................... 20
TAXES .................................................................. 21
MULTI-CLASS STRUCTURE..................................................... 22
DESCRIPTION OF SHARES..................................................... 23
OTHER INFORMATION......................................................... 24

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>

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
at least 65% of its total assets 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 but not limited to, price to
book value ratios, and 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 1, 1996, has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
Prospectus. The Prospectus and the Statement of Additional Information are
available for reference, along with other related material on the SEC Internet
Web Site (http://www.sec.gov). It may be obtained free of charge from the Fund
by calling (800) 311-9783 or 9829.

PROSPECTUS December 1, 1996

<PAGE>

INTRODUCTION

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

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS) AFTER
EXPENSE WAIVERS*

<S> <C>

Management Fees (after waivers)**............. 0.71%
12b-1 Fees**.................................. 0.50%
Other Expenses................................ 0.29%
----

Total Fund Operating Expenses (after waivers). 1.50%
====

<FN>
* In the absence of expense waivers, Management Fees would be 0.75% and Total
Fund Operating Expenses would be 1.54%.

** Management Fees and 12b-1 Fees are each based on average daily net assets
and are calculated daily and paid monthly.
</FN>
</TABLE>

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......... $15 $47

-2-
<PAGE>

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.

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 at least 65% of its total assets 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 $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 but not limited to, price to book
value ratios and 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.

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 policy, the Fund
will not invest 25% or more of its total assets in any one industry.

-3-
<PAGE>

Under normal market conditions, the Fund will invest a minimum of 65% of
its total assets in securities of issuers with a market capitalization of $1
billion or greater.

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 Fund
invests in such investment companies, the Fund will bear its proportionate share
of the costs incurred by such companies, including investment advisory fees.

-4-
<PAGE>

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.

INVESTMENT LIMITATIONS

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 Fund's total assets would be invested in
the securities of such issuer, or more than 10% of the outstanding voting
securities of such issuer would be owned by the Fund, except that up to 25%
of the value of the Fund's total assets may be invested without regard to
such limitations.

-5-
<PAGE>

2. Purchase any securities which would cause, at the time of purchase,
25% or more of the value of the total assets of the Fund 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 banks 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

RISK FACTORS

-6-
<PAGE>

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

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, makes investment decisions for the Fund,
places orders to purchase and sell securities, and employs professional
portfolio managers and securities analysts who provide research services to the
Fund.

PORTFOLIO MANAGEMENT

ADMINISTRATOR

PFPC Inc. ("PFPC") serves as administrator to the Portfolio and generally
assists the Fund in all aspects of its administration and operations, including
matters relating to the maintenance of financial records and accounting.

-7-
<PAGE>

TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN

PNC Bank, National Association ("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 19809. 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
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 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

-8-
<PAGE>

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

DISTRIBUTION OF 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

-9-
<PAGE>

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."

Under the terms of Rule 12b-1, the Plan will remain in effect only if
approved at least annually by 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 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 8852, Wilmington, Delaware 19899-8852. The name of
the Portfolio, Boston Partners Large Cap Value Fund, must

-10-
<PAGE>

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 $2,500 and
subsequent investments must be at least $500. The Fund reserves the right to
suspend the offering of Shares for a period of time or to reject any purchase
order.

The price paid for Shares purchased is based on the net asset value next
computed after an order is received by an Intermediary provided such order is
transmitted to and received by the Fund or its agents prior to the close of the
NYSE. It is the responsibility of Intermediaries to transmit orders received by
them to the Fund or its agents so they will be received prior to such time.
Orders received by the Fund or its agents from an Intermediary after its close
of the NYSE are priced at the net asset value next determined on the following
Business Day. In those cases where an investor pays for Shares by check, the
purchase will be effected at the net asset value next determined after the Fund
or its agents 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.

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

-11-
<PAGE>

A. Telephone the Funds' transfer agent, PFPC, toll-free (888) 261-4073, and
provide PFPC with your name, address, telephone number, Social Security or
Tax Identification Number, the Fund selected, the amount being wired, and
by which bank. PFPC will then provide an investor with a Fund account
number. Investors with existing accounts should also notify PFPC prior to
wiring funds.

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

PNC Bank, N.A.
Philadelphia, PA 19103
ABA Number: 0310-0005-3
CREDITING ACCOUNT NUMBER: 86-1108-2507
FROM: (name of investor)
ACCOUNT NUMBER: (Investor's account number with the Fund)
FOR PURCHASE OF: (name of the Fund)
AMOUNT: (amount to be invested)

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

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

AUTOMATIC INVESTING

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.

-12-
<PAGE>

HOW TO REDEEM SHARES

REDEMPTION BY MAIL

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 8852,
Wilmington, Delaware 19899-8852. 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.

TELEPHONE REDEMPTION

-13-
<PAGE>

instructions communicated by telephone that it reasonably believes to be
genuine.

SYSTEMATIC WITHDRAWAL PLAN

-14-
<PAGE>

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

PAYMENT OF REDEMPTION PROCEEDS

NET ASSET VALUE

-15-
<PAGE>

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, and pays them in the calendar year in which they are declared,
generally in December. Net realized capital gains (including net short-term
capital gains), if any, will be distributed at least annually.

TAXES

-16-
<PAGE>

otherwise exempt, will pay income or capital gains taxes on amounts so
distributed (except distributions that are treated as a return of capital)
regardless of whether such distributions are paid in cash or reinvested in
additional Shares.

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.

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. 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

-17-
<PAGE>

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. 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
the Fund at (800) 311-9783, or 9829.

DESCRIPTION OF SHARES

-18-
<PAGE>

Each share that represents an interest in the Fund has an equal
proportionate interest in the assets belonging to the Fund with each other share
that represents an interest in the Fund, 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.

As of November 6, 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

-19-
<PAGE>

SHARE CERTIFICATES

In the interest of economy and convenience, physical certificates
representing shares in the Fund are not normally issued.

HISTORICAL PRO-FORMA PERFORMANCE INFORMATION

The table below presents the Composite performance history of certain of
the Adviser's managed accounts on an annualized basis for the period ended
September 30, 1996. The Composite is comprised of institutional accounts and
other privately managed accounts with investment objectives, policies and
strategies substantially similar to those of the Fund, although the accounts
have longer operating histories than the Fund, which had not commenced
operations as of September 30, 1996. The Composite performance information
includes the reinvestment of dividends received in the underlying securities and
is net of investment advisory fees. The privately managed accounts in the
Composite are only available to the Adviser's institutional advisory clients.
These accounts have lower investment advisory fees than the Fund. In addition,
the past performance of the funds and accounts which comprise the Composite is
not indicative of the future performance of the Fund. These private accounts are
not subject to the same investment limitations, diversification requirements and
other restrictions which are imposed upon mutual funds under the Investment
Company Act of 1940 and the Internal Revenue Code, which, if imposed, may have
adversely affected the performance results of the Composites. Listed below the
performance history for the Composite is a comparative index comprised of
securities similar to those in which accounts contained in the Composite are
invested.

For the Period Ended September 30, 1996

Since
One Year Inception*
-------- ----------
<S> <C> <C>
Composite Performance 20.6% 26.8%

S&P 500 Stock Index 20.3% 23.8%
</TABLE>

* The Adviser commenced managing these accounts on June 1, 1995.

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

-20-
<PAGE>

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.

-21-
<PAGE>

BOSTON PARTNERS LARGE CAP VALUE FUND
(ADVISOR SHARES)

PROSPECTUS

December 1, 1996

<PAGE>

TABLE OF CONTENTS
Page
----
INTRODUCTION.............................................................. 2
INVESTMENT OBJECTIVES AND POLICIES........................................ 3
INVESTMENT LIMITATIONS.................................................... 5
RISK FACTORS.............................................................. 7
MANAGEMENT................................................................ 7
DISTRIBUTION OF SHARES.................................................... 10
HOW TO PURCHASE SHARES.................................................... 11
HOW TO REDEEM SHARES...................................................... 14
NET ASSET VALUE........................................................... 16
DIVIDENDS AND DISTRIBUTIONS............................................... 17
TAXES .................................................................. 17
SHAREHOLDER SERVICING..................................................... 18
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>

BOSTON PARTNERS LARGE CAP VALUE FUND
(Institutional, Advisor, and Investor Classes)

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 "Fund") 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 1,
1996 (the "Prospectus"). A copy of the Prospectus may be obtained from the Fund
by calling toll-free (800) 311-9783 or 9829. This Statement of Additional
Information is dated December 1, 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. ("RBB") is an open-end management investment company
currently operating or proposing to operate nineteen separate investment
portfolios. RBB was organized as a Maryland corporation on February 29, 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 Fund.

ADDITIONAL INFORMATION ON FUND INVESTMENTS.

LENDING OF FUND SECURITIES. The Fund 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 Fund'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 Fund's securities will be fully collateralized and marked to
market daily. The Fund does not presently intend to invest more than 5% of net
assets in securities lending.

INDEXED SECURITIES. The Fund 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
Fund does not presently intend to invest more than 5% of net assets in indexed
securities.

CONVERTIBLE SECURITIES. The Fund 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 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

<PAGE>

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 Fund is called for redemption,
the Fund 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 Fund does
not presently intend to invest more than 5% of net assets in convertible
securities.

REPURCHASE AGREEMENTS. The Fund 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 Fund may enter into
repurchase agreements will be banks 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
Fund enter into a repurchase agreement. The seller under a repurchase agreement
will be required to maintain the value of the securities subject to the
agreement at not less than the repurchase price plus accrued interest. 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 Fund to possible loss
because of adverse market action or delays in connection with the disposition of
the underlying obligations. The Fund does not presently intend to invest more
than 5% of net assets in repurchase agreements.

REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS. The Fund may enter into
reverse repurchase agreements with respect to portfolio securities for temporary
purposes (such as to obtain cash to meet redemption requests) when the
liquidation of portfolio securities is deemed disadvantageous or inconvenient by
the Adviser. 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 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 Fund 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 Fund may decline below the price of the
securities the Fund is obligated to repurchase. The Fund does not presently
intend to invest more than 5% of net assets in reverse repurchase agreements.
Each Fund may also enter into "dollar rolls," in which it sells fixed income
securities for delivery in the current month and simultaneously contract to
repurchase substantially similar (same type, coupon and maturity) securities on
a specified future date. During the roll period, the Fund would forgo principal
and interest paid on such securities. The Fund would be compensated by the
difference between the current sales price and the forward price for the future
purchase, as well as by the interest earned on the cash proceeds of the initial
sale. Reverse repurchase agreements are considered to be borrowings under the
Investment Company Act. The Fund does not presently intend to invest more than
5% of net assets in reverse repurchase agreements or dollar rolls.

U.S. GOVERNMENT OBLIGATIONS. The Fund 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

<PAGE>

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 Fund'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. 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 Fund does not presently intend to invest more than 5% of
net assets in U.S. government securities.

ILLIQUID SECURITIES. The Fund may not invest more than 15% of its net
assets in illiquid securities (including repurchase agreements which have a
maturity of longer than seven days), 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 Fund, 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,

<PAGE>

municipal securities and corporate bonds and notes. Institutional investors
depend on an efficient institutional market in which the unregistered security
can be readily resold or on an issuer's ability to honor a demand for repayment.
The fact that there are contractual or legal restrictions on resale to the
general public or to certain institutions may not be indicative of the liquidity
of such investments.

The SEC adopted Rule 144A which allows for a broader institutional trading
market for securities otherwise subject to restriction on resale to the general
public. Rule 144A establishes a "safe harbor" from the registration requirements
of the Securities Act for resales of certain securities to qualified
institutional buyers. The 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 Fund
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 Fund 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 Fund, the Fund 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 Fund 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 Fund does not
presently intend to invest more than 5% of net assets in hedging investments.

FUTURES CONTRACTS. The Fund 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

<PAGE>

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 Fund's investment adviser when hedge
positions were established. The Fund does not presently intend to invest more
than 5% of net assets in futures contracts.

OPTIONS ON FUTURES. The Fund 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 Fund 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 Fund is not fully invested.

There is no assurance that the Fund 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
Fund's ability to effectively hedge its securities. The Fund does not presently
intend to invest more than 5% of net assets in options on futures.

BANK OBLIGATIONS. The Fund 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 Fund may also make
interest-bearing savings deposits in commercial and savings banks in amounts not
in excess of 5% of its total assets. The Fund does not presently intend to
invest more than 5% of net assets in bank obligations.

COMMERCIAL PAPER. The Fund 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 Fund'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 Fund
may also purchase unrated commercial paper provided that such paper is
determined to be of comparable quality by the Fund's investment adviser pursuant
to guidelines approved by the Fund's Board of Directors. Commercial paper issues
in which the Fund may invest include securities issued by corporations without
registration under the Securities Act in reliance on

<PAGE>

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 investors through or with the assistance of investment dealers who
make a market in Section 4(2) paper, thus providing liquidity. The Fund does not
presently intend to invest more than 5% of net assets in commercial paper.

INVESTMENT LIMITATIONS.

The Fund has adopted the following fundamental investment limitations which
may not be changed without the affirmative vote of the holders of a majority of
the Fund's outstanding Shares (as defined in Section 2(a)(42) of the Investment
Company Act). The Fund 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 Fund; 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 Fund'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 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 Fund may invest (a) in securities
secured by real estate or interests therein or issued by companies that
invest in real estate or interests therein or (b) in real estate investment
trusts;

5. Purchase or sell commodities or commodity contracts, except that a
Fund 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;

<PAGE>

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 25% or more 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); or

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 Fund's total assets would be invested in
the securities of such issuer, or more than 10% of the outstanding voting
securities of such issuer would be owned by the Fund, except that up to 25%
of the value of the Fund's total assets may be invested without regard to
such limitations.

The Fund may invest in securities issued by other investment companies
within the limits prescribed by the 1940 Act. The Fund 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 investment company will be owned by the Fund
or by RBB as a whole. As a shareholder of another investment company, the Fund
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 Fund bears directly in
connection with its own operations.

ADDITIONAL INVESTMENT LIMITATIONS.

In addition to the fundamental investment limitations specified above, the
Fund may not:

1. Make investments for the purpose of exercising control or
management. Investments by the Fund 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 Fund
may make margin deposits in connection with its use of options, futures
contracts, options on futures contracts and forward contracts;

<PAGE>

3. Purchase or sell interests in oil, gas or other mineral exploration
or development programs, except that the Fund may invest in securities
issued by companies that engage in oil, gas or other mineral exploration or
development activities; and

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.

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.

Securities held by the Fund generally may not be purchased from, 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 ages, business
addresses and principal occupations during the past five years are:

Position Principal Occupation
Name and Address and Age with Fund During Past Five Years

*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.; Executive
Officer of Counsellors
Securities Inc; Officer of
various investment companies
advised by Warburg, Pincus
Counsellors, Inc.

**Robert Sablowsky -58 Director Senior Vice President,
110 Wall Street Inc. Fahnestock Co.,; Prior to
New York, NY 10005 October 1996, Executive
Vice President of Gruntal &
Co., Inc.

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,

<PAGE>

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
1234 Market Street to present Comcast
16th Floor Corporation (cable television
Philadelphia, PA 19107-3723 and communication); Director
Comcast 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
Wyomissing, PA 19610 1987, Vice Chairman,
SmithKline Beckman Corporation
(pharmaceuticals); Director,
AAA Mid-Atlantic (auto
service); Director, Keystone
Insurance Co.

Edward J. Roach -72 President Certified Public Accountant;
Suite 152 and Vice Chairman of the Board,
Bellevue Park Treasurer Fox Chase Cancer Center;
Corporate Center Trustee Emeritus, Pennsylvania
400 Bellevue Parkway School for the Deaf; Trustee
Wilmington, DE 19809 Emeritus, Immaculata 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
1100 PNB Bank Building Drinker Biddle & Reath,
Broad and Chestnut Streets Philadelphia, Pennsylvania;
Director, Rocking Horse
Child Care Centers of
America, Inc.

* 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 a broker-dealer.

<PAGE>

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 August 31, 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

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.

<PAGE>

INVESTMENT ADVISORY, DISTRIBUTION
AND SERVICING ARRANGEMENTS

ADVISORY AGREEMENT. Boston Partners Asset Management, L.P. ("Boston
Partners") renders advisory services to the Fund pursuant to an Investment
Advisory Agreement. The Advisory Agreement is dated October 16, 1996 and is
hereinafter referred to as the "Advisory Contract."

Boston Partners has investment discretion for the Fund and will make all
decisions affecting assets in the Fund under the supervision of the Fund's Board
of Directors and in accordance with the Fund's stated policies. Boston Partners
will select investments for the Fund. For its services to the Fund, Boston
Partners will be paid a monthly advisory fee computed at an annual rate of 0.75%
of the Fund's average daily net assets.

The Fund 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 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

<PAGE>

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
Fund 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 November 22, 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
Fund'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 Fund, 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
Fund's assets pursuant to a custodian agreement dated August 16, 1988, as
amended (the "Custodian Agreement"). Under the Custodian Agreement, PNC Bank (a)
maintains a separate account or accounts in the name of the Fund (b) holds and
transfers portfolio securities on account of the Fund, (c) accepts receipts and
makes disbursements of money on behalf of the Fund, (d) collects and receives
all income and other payments and distributions on account of the Fund's
portfolio securities and (e) makes periodic reports to the Fund's Board of
Directors concerning the Fund'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 Fund, the fee is
calculated based upon the Fund'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 Fund pursuant to a Transfer Agency Agreement
dated November 5, 1991, as supplemented by a Transfer Agency Agreement
Supplement, dated October 16, 1996 (collectively, the "Transfer Agency
Agreement"), under which PFPC (a) issues and redeems shares of the Fund, (b)
addresses and mails all communications by the Fund to record owners

<PAGE>

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 Fund.
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 Fund, under the Transfer Agency
Agreement, PFPC receives a fee at the annual rate of $12 per account in the
Fund, exclusive of out-of-pocket expenses, and also receives reimbursement of
its out-of-pocket expenses.

ADMINISTRATION AGREEMENTS. PFPC serves as administrator to the Fund
pursuant to an Administration and Accounting Services Agreement dated October
16, 1996, (the "Administration Agreement"). PFPC has agreed to furnish to the
Fund on behalf of the Fund 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 Fund
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 for providing services
pursuant to the Administration Agreement, PFPC receives a fee calculated at an
annual rate of .125% of the Fund's average daily net assets, with a minimum
annual fee of $75,000 payable monthly on a pro rata basis.

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
Institutional, Investor and Advisor Classes, and Plans of Distribution for the
Institutional, 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 Institutional,
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 Institutional,
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 Institutional, Investor
and Advisor Class Shares based on a percentage of the amounts invested by their
customers.

On October 16, 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

<PAGE>

the Plans or any agreements related to the Plans ("12b-1 Directors"). The Plans
were approved by the sole shareholder of the Class on November 22, 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 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 with the
Distributor. Mr. Sablowsky, a Director of the Fund, had an indirect interest in
the operation of the Plans by virtue of his previous 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 Fund. In executing portfolio transactions, Boston
Partners seeks to obtain the best net results for the Fund, 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 Fund 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 Fund 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 Fund 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

<PAGE>

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 Fund and its other clients
and that the total commissions paid by the Fund will be reasonable in relation
to the benefits to the Fund over the long-term.

Investment decisions for the Fund 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 be made for two
or more of such accounts. In such cases, simultaneous transactions are
inevitable. Purchases or sales are then averaged as to price and allocated as to
amount according to a formula deemed equitable to each such account. While in
some cases this practice could have a detrimental effect upon the price or value
of the security as far as the Fund is concerned, in other cases it is believed
to be beneficial to the Fund. The Fund 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 Fund.

In seeking to implement the policies of the Fund, 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 Fund 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 Fund. Federal income tax laws may restrict the extent to
which the Fund may engage in short-term trading of securities. See "Taxes". The
Fund 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 Fund's
shares by making payment in whole or in part in securities chosen by

<PAGE>

the Fund and valued in the same way as they would be valued for purposes of
computing the Fund'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 Fund is obligated to redeem its shares solely in cash up to the
lesser of $250,000 or 1% of its net asset value during any 90-day period for any
one shareholder of the Fund.

Under the 1940 Act, the Fund may suspend the right to redemption or
postpone the date of payment upon redemption for any period during which the New
York Stock Exchange, 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
Fund may also suspend or postpone the recordation of the transfer of its shares
upon the occurrence of any of the foregoing conditions.)

VALUATION OF SHARES

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

<PAGE>

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
Fund 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 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 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 formula set forth above in order to compare more accurately the
Fund's performance with other measures of investment return. For example, in
comparing the Fund'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 Fund may calculate its aggregate
and/or average annual total return for the specified periods of time by assuming
the investment of $10,000 in Fund shares and assuming the

<PAGE>

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.

TAXES

The following is only a summary of certain additional tax considerations
generally affecting the Fund 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 Fund 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 Fund has elected to be taxed as a regulated investment company under
Part I of Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). As a regulated investment company, the Fund 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 made during
the taxable year or, under specified circumstances, within twelve months after
the close of the taxable year will satisfy the Distribution Requirement.

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

Distributions of investment company taxable income will be taxable (subject
to the possible allowance of the dividend received deduction described below) to
shareholders as ordinary income, regardless of whether such distributions are
paid in cash or are reinvested in shares. Shareholders

<PAGE>

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 Fund 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 Fund prior to the date on which a shareholder acquired shares of the Fund
and whether the distribution was paid in cash or reinvested in shares. The
aggregate amount of distributions designated by the Fund as capital gain
dividends may not exceed the net capital gain of the Fund for any taxable year,
determined by excluding any net capital loss or net long-term capital loss
attributable to transactions occurring after October 31 of such year and by
treating any such loss as if it arose on the first day of the following taxable
year. Such distributions will be designated as capital gain dividends in a
written notice mailed by the Fund to shareholders not later than 60 days after
the close of the Fund's taxable year.

In the case of corporate shareholders, distributions (other than capital
gain dividends) of the Fund 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 Fund for the year. Generally, a dividend will be
treated as a "qualifying dividend" if it has been received from a domestic
corporation. Distributions of net investment income received by the Fund 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. The Fund will designate the portion, if any, of
the distribution made by the Fund 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 Fund's taxable year.

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

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

<PAGE>

such calendar year. The balance of such income must be distributed during the
next calendar year. For the foregoing purposes, a company is treated as having
distributed any amount on which it is subject to income tax for any taxable year
ending in such calendar year. Investors should note that the Fund 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 Fund 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 Fund may be subject
to the tax laws of such states or localities.

<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), 500 million shares are classified as Class O Common
Stock (N.Y. Money), 100 million shares are classified as Class P Common Stock
(Government), 100 million shares are classified as Class Q Common Stock, 500
million shares are classified as Class R Common Stock (Municipal Money), 500
million shares are classified as Class S Common Stock (U.S. Government Money),
500 million shares are classified as Class T Common Stock (International), 500
million shares are classified as Class U Common Stock (High Yield), 500 million
shares are classified as Class V Common Stock (Emerging), 100 million shares are
classified as Class W Common Stock 50 million shares are classified as Class X
Common Stock (U.S. Core Equity), 50 million shares are classified as Class Y
Common Stock (U.S. Core Fixed Income), 50 million shares are classified as Class
Z Common Stock (Strategic Global Fixed Income), 50 million shares are classified
as Class AA Common Stock (Municipal Bond), 50 million shares are classified as
Class BB Common Stock (BEA Balanced), 50 million shares are classified as Class
CC Common Stock (Short Duration), 100 million shares are classified as Class DD
Common Stock, 100 million shares are classified as Class EE Common Stock, 50
million shares are classified as Class FF Common Stock (n/i Micro Cap), 50
million shares are classified as Class GG (n/i Growth), 50 million shares are
classified as Class HH (n/i Growth & Value), 100 million shares are classified
as Class II Common Stock (BEA Investor International), 100 million shares are
classified as Class JJ Common Stock (BEA Investor Emerging), 100 million shares
are classified as Class KK Common Stock (BEA Investor High Yield), 100 million
shares are classified as Class LL Common Stock (BEA Investor Global Telecom),
100 million shares are classified as Class MM Common Stock (BEA Advisor
International), 100 million shares are classified as Class NN Common Stock (BEA
Advisor Emerging), 100 million shares are classified as Class OO Common Stock
(BEA Advisor High Yield), 100 million shares are classified as Class PP Common
Stock (BEA Advisor Global Telecom), 100 million shares are classified as Class
QQ Common Stock (Boston Partners Institutional Large Cap), 100 million shares
are classified as Class RR Common Stock (Boston Partners Investor Large Cap),
100 million shares are classified as Class SS (Boston Partners Advisor Large
Cap), 700 million shares are classified as Class Janney Money Common Stock
(Money Market), 200 million shares are classified as Class Janney Municipal
Money Common Stock (Municipal Money Market), 500 million shares are classified

<PAGE>

as Class Janney Government Obligations Money Common Stock (Government Money),
100 million shares are classified as Class Janney N.Y. Municipal Money Common
Stock (New York Municipal Money Market), 1 million shares are classified as
Class Beta 1 Common Stock (Money), 1 million shares are classified as Class Beta
2 Common Stock (Municipal Money), 1 million shares are classified as Class Beta
3 Common Stock (U.S. Government Money), 1 million shares are classified as Class
Beta 4 Common Stock (N.Y. Money), 1 million shares are classified as Gamma 1
Common Stock (Money), 1 million shares are classified as Gamma 2 Common Stock
(Municipal Money), 1 million shares are classified as Gamma 3 Common Stock
(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 (Government Money), 1
million shares are classified as Delta 4 Common Stock (N.Y. Money), 1 million
shares are classified as Epsilon 1 Common Stock (Money), 1 million shares are
classified as Epsilon 2 Common Stock (Municipal Money), 1 million shares are
classified as Epsilon 3 Common Stock (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 (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 (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 (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. 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 Funds; the Cash Preservation Family represents interests in the
Money Market and Municipal Money Market Funds; the Sansom Street Family
represents interests in the Money Market, Municipal Money Market and Government
Obligations Money Market Funds; Bedford Family represents interests in the Money
Market, Municipal Money Market, Government Obligations Money Market and New York
Municipal Money Market Funds; the Bradford Family represents interests in the
Municipal Money Market and Government Obligations Money Market Funds; 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
Family represents

<PAGE>

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 Funds.

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 to the
Fund, PNC Bank and PFPC. The law firm of Drinker Biddle & Reath,

<PAGE>

1100 Philadelphia 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 November 6, 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. See "Additional Information Concerning Fund Shares" above.
The Fund does not know whether such persons also beneficially own such shares.

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

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

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

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

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

RBB Municipal Money William B. Pettus Trust 11.4
Market 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

<PAGE>

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

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

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

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

Gary L. Lange and 10.4
Susan D. Lange JTTEN
13 Muirfield Ct North
St. Charles, MO 63309

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

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

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

Gwendoyln Haynes 5.2
2757 Geyer
St. Louis, MO

Savannah Thomas Trust 5.2
230 Madison Ave.
Rock Hill, MD 63119

<PAGE>

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

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

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

Bradford Municipal Money J.C. Bradford & Co. 100
(Class R) 330 Commerce Street
Nashville, TN 37201

Bradford Government J.C. Bradford & Co. 100
Obligations Money (Class 330 Commerce Street
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

Invest Comm of MAFCO Hold Inc. MT 5.0
625 Madison Ave., 4th Floor
New York, NY 10022

BEA High Yield Portfolio Temple Inland Master Retirement 10.2
(Class U) Trust
303 South Temple Drive
Diboll, TX 75941

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

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

<PAGE>

PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
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 13.3
Plan
1525 Howe Street
Racine, WI 53403

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

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

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

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

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

Northern Trust 12.9
Trustee for Pillsbury
P.O. Box 92956
Chicago, IL 60675

Amherst H. Wilder Foundation 5.9
919 Lafond Avenue
St. Paul, MN 55104

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

<PAGE>

PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
Werner & Pfleiderer Pension 7.5
Plan Employees
663 E. Crescent Avenue
Ramsey, NJ 07446

Washington Hebrew Congregation 11.1
3935 Macomb St. NW
Washington, DC 20016

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

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

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

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

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

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

Citibank NA 12.8
Trst CS First Boston Corp Emp S/P
Attn: Sheila Adams
111 Wall Street, 20th floor Z 1
New York, NY 10043

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

<PAGE>

PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
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 37.4
Portfolio 2199 Maysville Rd.
(Class AA) Carlisle, KY 40311

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

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

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

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

Chase Manhattan Bank 27.1
Trst Collins Group Trust
940 Newport Center Drive
Newport Beach, CA 92660

<PAGE>

PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
Currie & Co. 5.6
c/o Fiduciary Trust Co. Intl
P. O. Box 3199
Church Street Station
New York, NY 10008

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

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

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

n/i Growth and Value Charles Schwab & Co. Inc. 24.4
Fund (Class HH) Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104

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

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

<PAGE>

PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
Janney Montgomery Scott Janney Montgomery Scott 100
Government Obligations 1801 Market Street
Money Market Portfolio Philadelphia, PA 19103-1675
(Class Janney Government
Obligations Money)

Janney Montgomery Scott Janney Montgomery Scott 100
New York Municipal Money 1801 Market Street
Market Portfolio Philadelphia, PA 19103-1675
(Class Janney N.Y.
Municipal Money)

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
Fund had no operating history.

<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

(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) Articles Supplementary of Registrant. 25

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

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

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

(3) None.

(4) Specimen Certificates
(A) SafeGuard Equity Growth and Income Shares 3
(B) SafeGuard Fixed Income Shares 3
(C) SafeGuard Balanced Shares 3
(D) SafeGuard Tax-Free Shares 3
(E) SafeGuard Money Market Shares 3
(F) SafeGuard Tax-Free Money Market Shares 3
(G) Cash Preservation Money Market Shares 3
(H) Cash Preservation Tax-Free Money
Market Shares 3
(I) Sansom Street Money Market Shares 3
(J) Sansom Street Tax-Free Money Market
Shares 3
(K) Sansom Street Government Obligations
Money Market Shares 3
(L) Bedford Money Market
Shares 3
(M) Bedford Tax-Free Money Market Shares 3
(N) Bedford Government Obligations Money Market
Shares 3
(O) Bedford New York Municipal Money
Market Shares 5
(P) SafeGuard Government Securities Shares 5
(Q) Income Opportunities High Yield Bond Shares 6
(R) Bradford Tax-Free Money Market Shares 8
(S) Bradford Government Obligations Money Market
Shares 8
(T) Alpha 1 Money Market Shares 8
(U) Alpha 2 Tax-Free Money Market Shares 8
(V) Alpha 3 Government Obligations Money Market
Shares 8
(W) Alpha 4 New York Municipal Money Market
Shares 8
(X) Beta 1 Money Market Shares 8
(Y) Beta 2 Tax-Free Money Market Shares 8
(Z) Beta 3 Government Obligations Money Market
Shares 8
(AA) Beta 4 New York Municipal Money Market Shares 8
(BB) Gamma 1 Money Market Shares 8

-2-
<PAGE>

SEE NOTE #
----------

(CC) Gamma 2 Tax-Free Money Market Shares 8
(DD) Gamma 3 Government Obligations Money Market
Shares 8
(EE) Gamma 4 New York Municipal Money Market
Shares 8
(FF) Delta 1 Money Market Shares 8
(GG) Delta 2 Tax-Free Money Market Shares 8
(HH) Delta 3 Government Obligations Money Market
Shares 8
(II) Delta 4 New York Municipal Money
Market Shares 8
(JJ) Epsilon 1 Money Market Shares 8
(KK) Epsilon 2 Tax-Free Money Market Shares 8
(LL) Epsilon 3 Government Obligations Money
Market Shares 8
(MM) Epsilon 4 New York Municipal Money
Market Shares 8
(NN) Zeta 1 Money Market Shares 8
(OO) Zeta 2 Tax-Free Money Market Shares 8
(PP) Zeta 3 Government Obligations Money
Market Shares 8
(QQ) Zeta 4 New York Municipal Money Market Shares
(RR) Eta 1 Money Market Shares 8
(SS) Eta 2 Tax-Free Money Market Shares 8
(TT) Eta 3 Government Obligations Money Market
Shares 8
(UU) Eta 4 New York Municipal Money Market Shares 8
(VV) Theta 1 Money Market Shares 8
(WW) Theta 2 Tax-Free Money Market Shares 8
(XX) Theta 3 Government Obligations Money Market
Shares 8
(YY) Theta 4 New York Municipal Money Market
Shares 8
(ZZ) BEA International Equity Shares 9
(A1) BEA Strategic Fixed Income Shares 9
(A2) BEA Emerging Markets Equity Shares 9
(A3) Laffer/Canto Equity Shares 12
(A4) BEA U.S. Core Equity Shares 13
(A5) BEA U.S. Core Fixed Income Shares 13
(A6) BEA Global Fixed Income Shares 13
(A7) BEA Municipal Bond Shares 13
(A8) BEA Balanced Shares 16
(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) Investment Advisory Agreement (BEA 24
Global Telecommunications Portfolio)
between Registrant and BEA Associates.

(RR)-1 INVESTMENT ADVISORY AGREEMENT (BOSTON
PARTNERS LARGE CAP VALUE FUND) BETWEEN
REGISTRANT AND BOSTON PARTNERS ASSET
MANAGEMENT, L.P.

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

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

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

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

(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.

-7-
<PAGE>

SEE NOTE #
----------

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

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

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

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

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

(dd) Distribution Agreement Supplement NI 23
Classes (Classes FF, GG and HH) BETWEEN
REGISTRANT AND COUNSELLORS SECURITIES
INC.

(ee) Distribution Agreement Supplement 24
(Classes II, JJ, KK, and LL) BETWEEN
REGISTRANT AND COUNSELLORS SECURITIES
INC.

(ff) Distribution Agreement Supplement 24
(Classes MM, NN, OO, and PP) BETWEEN
REGISTRANT AND COUNSELLORS SECURITIES
INC.

(GG) DISTRIBUTION AGREEMENT SUPPLEMENT
(CLASS QQ) BETWEEN REGISTRANT AND
COUNSELLORS SECURITIES INC.

(HH) DISTRIBUTION AGREEMENT SUPPLEMENT
(CLASS RR) BETWEEN REGISTRANT AND
COUNSELLORS SECURITIES INC.
>

(II) DISTRIBUTION AGREEMENT SUPPLEMENT
(CLASS SS) BETWEEN REGISTRANT AND
COUNSELLORS SECURITIES INC.

-8-
<PAGE>

SEE NOTE #
----------

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

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

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

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

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

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

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

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

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

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

(l) Custody Agreement between the 23
Registrant and Custodial Trust Company on
behalf of NI Micro Cap Fund, NI Growth Fund

-9-
<PAGE>

SEE NOTE #
----------

and NI Growth & Value Fund, Portfolios of the
Registrant.

(M) CUSTODIAN AGREEMENT SUPPLEMENT BETWEEN
REGISTRANT AND PNC BANK, NATIONAL
ASSOCIATION DATED OCTOBER 16, 1996

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

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

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

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

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

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

(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.

-10-
<PAGE>

SEE NOTE #
----------

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

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

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

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

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

(q) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation (Strategic)
ated 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.

-11-
<PAGE>

SEE NOTE #
----------

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

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

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

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

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

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

(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.

-12-
<PAGE>

SEE NOTE #
----------

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

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

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

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

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

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

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

(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.

-13-
<PAGE>

SEE NOTE #
----------

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

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

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

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

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

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

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

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

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

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

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

-14-
<PAGE>

SEE NOTE #
----------

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

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

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

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

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

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

(FFF) ADMINISTRATION AND ACCOUNTING SERVICES
SUPPLEMENT BETWEEN THE REGISTRANT AND
PFPC INC. DATED OCTOBER 16, 1996 (BOSTON
PARTNERS LARGE CAP VALUE FUND).

(GGG) TRANSFER AGENCY AGREEMENT SUPPLEMENT
BETWEEN REGISTRANT AND PFPC INC. (BOSTON
PARTNERS INSTITUTIONAL CLASS).

(HHH) TRANSFER AGENCY AGREEMENT SUPPLEMENT BETWEEN
REGISTRANT AND PFPC INC. (BOSTON PARTNERS
INVESTOR CLASS).

(III) TRANSFER AGENCY AGREEMENT SUPPLEMENT BETWEEN
REGISTRANT AND PFPC INC. (BOSTON PARTNERS
ADVISOR CLASS).

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

(10)(b) Consent of Counsel.

-15-
<PAGE>

SEE NOTE #
----------

(11) Consent of Independent Accountants.

(12) None.

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

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

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

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

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

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

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

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

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

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

-16-
<PAGE>

SEE NOTE #
----------

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

(14) None.

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

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

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

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

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

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

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

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

(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 Governmen 7
Securities).

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

-17-
<PAGE>

SEE NOTE #
----------

(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).

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

-18-
<PAGE>

SEE NOTE #
----------

(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

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

-19-
<PAGE>

SEE NOTE #
----------

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

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

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

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

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

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

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

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

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

(LLL) PLAN OF DISTRIBUTION (BOSTON PARTNERS
LARGE CAP VALUE FUND INSTITUTIONAL
CLASS)

(MMM) PLAN OF DISTRIBUTION (BOSTON PARTNERS
LARGE CAP VALUE FUND INVESTOR CLASS)

(NNN) PLAN OF DISTRIBUTION (BOSTON PARTNERS
LARGE CAP VALUE FUND ADVISOR CLASS)

(16) Schedule of Computation of Performance 3
Quotations.

(17) Financial Data Schedule
NONE

(18) Rule 18f-3 Plan. 21

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

-20-
<PAGE>

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

NOTE #
- ------

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

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

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

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

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

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

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.

-21-
<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.

-22-
<PAGE>

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

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

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

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

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

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

Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT

None.

Item 26. NUMBER OF HOLDERS OF SECURITIES

The following information is given as of November 6, 1996.

TITLE OF CLASS OF COMMON STOCK NUMBER OF RECORD HOLDERS
------------------------------ ------------------------
a) RBB Money Market 11
b) RBB Municipal Money Market 2
c) Cash Preservation Money Market 35
d) Cash Preservation Municipal Money Market 65
e) Sansom Street Money Market 3
f) Sansom Street Municipal Money Market 0
g) Sansom Street Government Obligations 0
Money Market
h) Bedford Money Market 231,060
i) Bedford Municipal Money Market 6,818
j) Bedford Government Obligations Money 6,778
Market
k) Bedford New York Municipal Money Market 2,917
l) RBB Government Securities 620
m) Bradford Municipal Money Market 1
n) Bradford Government Obligations Money 1
Market

-23-
<PAGE>

o) BEA International Equity 206
p) BEA High Yield 48
q) BEA Emerging Markets Equity 37
r) BEA U.S. Core Equity 70
s) BEA U.S. Core Fixed Income 49
t) BEA U.S. Global Fixed Income 10
u) BEA Municipal Bond fund 35
v) BEA Short Duration 0
w) BEA Balanced 0
x) BEA Telecommunications 0
y) Janney Montgomery ^ SCOT 1
---- -
Money Market
z) Janney Montgomery Scott 1
Municipal Money Market
aa) Janney Montgomery Scott 1
Government Obligations Money Market
bb) Janney Montgomery Scott 1
New York Municipal Money Market
cc) ni Micro Cap 1053
dd) ni Growth 2182
ee) ni Growth & Value 679

Item 27. INDEMNIFICATION

Sections 1, 2, 3 and 4 of Article VIII of Registrant's Articles of
Incorporation, as amended, incorporated herein by reference as Exhibits 1(a) and
1(c), provide as follows:

Section 1. To the fullest extent that limitations on the liability of
directors and officers are permitted by the Maryland General Corporation
Law, no director or officer of the Corporation shall have any liability to
the Corporation or its shareholders for damages. This limitation on
liability applies to events occurring at the time a person serves as a
director or officer of the Corporation whether or not such person is a
director or officer at the time of any proceeding in which liability is
asserted.

Section 2. The Corporation shall indemnify and advance expenses to its
currently acting and its former directors to the fullest extent that
indemnification of directors is permitted by the Maryland General
Corporation Law. The Corporation shall indemnify and advance expenses to
its officers to the same extent as its directors and to such further extent
as is consistent with law. The Board of Directors may by By-law, resolution
or agreement make further provision for indemnification of directors,
officers, employees and agents to the fullest extent permitted by the
Maryland General Corporation Law.

-24-
<PAGE>

Section 3. No provision of this Article shall be effective to protect
or purport to protect any director or officer of the Corporation against
any liability to the Corporation or its security holders to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
his office.

Section 4. References to the Maryland General Corporation Law in this
Article are to the law as from time to time amended. No further amendment
to the Articles of Incorporation of the Corporation shall decrease, but may
expand, any right of any person under this Article based on any event,
omission or proceeding prior to such amendment.

Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Information as to any other business, profession, vocation or employment of
a substantial nature in which any directors and officers of PIMC, BEA, NUMERIC
and BOSTON PARTNERS are, or at any time during the past two (2) years have been,
engaged for their own accounts or in the capacity of director, officer,
employee, partner or trustee is incorporated herein by reference to Schedules A
and D of PIMC's Form ADV (File No. 801-13304) filed on March 28, 1993, Schedules
B and D of BEA's Form ADV (File No. 801-37170) filed on March 30, 1993,
Schedules B and D of Numeric's Form ADV (File No. 801-35649) filed on November
22, 1995, AND SCHEDULES OF BOSTON PARTNERS' FORM ADV (FILE NO. 801-49059) FILED
ON OCTOBER 2, 1996, respectively.

There is set forth below information as to any other business, profession,
vocation or employment of a substantial nature in which each director or officer
of PNC Bank, National Association (successor by merger to 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.

-25-
<PAGE>

PNC BANK, NATIONAL ASSOCIATION

Directors and Officers

To the knowledge of Registrant, none of the directors or officers of PNC
except those set forth below, is or has been, at any time during the past two
years, engaged in any other business, profession, vocation or employment of a
substantial nature, except that certain directors and officers of PNC Bank also
hold various positions with, and engage in business for, PNC Bank Corp.
(formerly PNC Financial Corp), which owns all the outstanding stock of PNC Bank,
or other subsidiaries of PNC Bank Corp. Set forth below are the names and
principal businesses of the directors and certain of the senior executive
officers of PNC Bank who are engaged in any other business, profession, vocation
or employment of substantial nature.

-26-
<PAGE>

PNC BANK, NATIONAL ASSOCIATION

POSITION WITH
PNC BANK,
NATIONAL OTHER BUSINESS TYPE OF
ASSOCIATION NAME CONNECTIONS BUSINESS
----------- ---- ----------- --------

Director B.R. Brown President and C.E.O. of Coal
Consol, Inc.
Pittsburgh, PA (22)

Director Constance E. Clayton ASSOCIATE DEAN, SCHOOL Educator
OF HEALTH AND PROFESSOR Medical
OF PEDIATRICS
MEDICAL COLLEGE OF PA
Philadelphia, PA (23)

Director F. Eugene Dixon, Jr. Private Trustee Trustee
Lafayette Hill, PA (24)
^
Director Dr. Stuart Heydt President and C.E.O. Medical
Geisinger Foundation
Danville, PA (27)

Director Edward P. Junker, III Chairman
and C.E.O. Banking
Marine Bank
Erie, PA (26)

Director Thomas A. McConomy President, C.E.O. and
Manufacturing
Chairman, Calgon Carbon
Corporation
Pittsburgh, PA (28)

Director Thomas H. O'Brien Chairman and C.E.O. Bank
Holding
PNC Bank Corp. (14)

Director Dr. J. Dennis O'Connor Chancellor Education
University of Pittsburgh
Pittsburgh, PA (29)

Director Rocco A. Ortenzio Chairman and C.E.O. Medical
Continental Medical Systems,
Inc.
Mechanicsburg, PA (30)

DIRECTOR JANE G. PEPPER PRESIDENT HORTICULTURE
PENNSYLVANIA HORTICULTURE
SOCIETY
325 WALNUT STREET
PHILADELPHIA, PA 19106

-27-
<PAGE>

POSITION WITH
PNC BANK,
NATIONAL OTHER BUSINESS TYPE OF
ASSOCIATION NAME CONNECTIONS BUSINESS
----------- ---- ----------- --------
Director Robert C. Robb, Jr. Partner Financial
Lewis, Eckert, and
Robb & Management
Company Consultants
Plymouth Meeting, PA (31)

Director Daniel M. Rooney President, Pittsburgh Football
Steelers Football Club
of the National Football
League
Pittsburgh, PA (32)

Director Seth E. Schofield Chairman, President and Airline
C.E.O.
USAir Group, Inc. and
USAir, Inc.
Arlington, VA (33)

President and James E. Rohr President Bank
Chief Executive PNC Bank Holding
Officer Corp. Company
(14)

President and Bruce E. Robbins None.
Chief Executive
Officer of PNC
Bank, National
Association,
Pittsburgh

Senior Executive Edward V. Randall, Jr. None.
Vice President

Executive J. Richard Carnall Director Banking
Vice President PNC National Bank (2)

Chairman and Director Financial-
PFPC Inc. (3) Related
Services

Director
PNC Trust Company Fiduciary
of New York (11) Activities

Director Equipment
Hayden Bolts, Inc.* Leasing

Director, Real Estate
Parkway Real Estate
Company*

-28-
<PAGE>

POSITION WITH
PNC BANK,
NATIONAL OTHER BUSINESS TYPE OF
ASSOCIATION NAME CONNECTIONS BUSINESS
----------- ---- ----------- --------

Director Investment
Provident Capital Advisory
Management, Inc. (5)

Director Investment
Advanced Investment Advisory
Management, Inc. (15)

DIRECTOR FINANCIAL
PNC ASSET MANAGEMENT RELATED
GROUP, INC. SERVICES
PFPC INTERNATIONAL LTD.
PFPC INTERNATIONAL
(CAYMAN) LTD.

CHAIRMAN FINANCIAL
INTERNATIONAL DOLLAR RELATED
RESERVE FUND, LTD. SERVICES

Executive Richard C. Caldwell Director Banking
Vice President PNC National Bank (2)

Director Investment
Provident Capital Advisory
Management, Inc. (5)

Director Fiduciary
PNC Trust Company Activities
of New York (11)

Executive Vice President Bank
PNC Bank Holding
Corp. (14) Company

Director Investment
Advanced Investment Advisory
Management, Inc. (15)

Director Banking
PNC Bank, New Jersey,
New Jersey, National
Association (16)

Director Financial-
PFPC Inc. (3) Related
Services

CHAIRMAN, DIRECTOR & INVESTMENT
CEO ADVISORY
PNC ASSET MANAGEMENT
GROUP, INC.

-29-
<PAGE>

POSITION WITH
PNC BANK,
NATIONAL OTHER BUSINESS TYPE OF
ASSOCIATION NAME CONNECTIONS BUSINESS
----------- ---- ----------- --------

DIRECTOR MUTUAL
COMPASS CAPITAL GROUP, FUND
INC.
BLACKROCK FINANCIAL
MANAGEMENT, INC.

PNC EQUITY ADVISORS CO. INVESTMENT
ADVISORY

PNC BANK, NEW ENGLAND BANKING

Executive Vice Herbert G. None.
President Summerfield, Jr.

Executive Vice Joe R. Irwin None.
President

President and Richard L. Smoot Senior Vice President Banking
Chief Executive Operations
Officer of PNC PNC Bank Corp. (20)
Bank, National
Association, Director Fiduciary
Philadelphia PNC Trust Company of Activities
New York (11)

Director Investment
PNC Institutional Advisory
Management Corporation (28)

Director Financial
PFPC Inc. (3) Related
Services

DIRECTOR, CHAIRMAN & BANKING
President
PNC BANK, NEW JERSEY,
NATIONAL ASSOC.

DIRECTOR, CHAIRMAN & CEO BANKING
PNC NATIONAL BANK

DIRECTOR & CHAIRMAN LEASING
PNC CREDIT CORP.

Senior Vice George Lula None.
President

Secretary William F. Strome Director
International
PNC Bank Banking
International (35) Services

-30-
<PAGE>

POSITION WITH
PNC BANK,
NATIONAL OTHER BUSINESS TYPE OF
ASSOCIATION NAME CONNECTIONS BUSINESS
----------- ---- ----------- --------

Managing General Bank
Counsel and Holding
Senior Vice President Company
PNC Bank Corp.

Senior Vice James P. Conley None.
President/
Credit Policy

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

* For more information, contact William F. Strome, PNC Bank,
National Association, Broad and Chestnut Streets, Philadelphia,
PA 19101.

(1) PNC Bank, National Association, 120 S. 17th Street,
Philadelphia, PA 19103.
(2) PNC National Bank, 103 Bellevue Parkway, Wilmington, DE 19809.
(3) PFPC Inc., 400 Bellevue Parkway, Wilmington, DE 19809.
(4) PNC Service Corp, 103 Bellevue Parkway, Wilmington, DE 19809.
(5) Provident Capital Management, Inc., 30 S. 17th Street, Site
1500, Philadelphia, PA 19103.
(6) PNC National Investment Corporation, Broad and Chestnut
Streets, Philadelphia, PA 19101.
(7) Provident Realty Management, Inc., Broad and Chestnut Streets,
Philadelphia, PA 19101.
(8) Provident Realty, Inc., Broad and Chestnut Streets,
Philadelphia, PA 19101.
(9) PNC Bancorp, Inc. 3411 Silverside Park, Wilmington, DE
19810
(10) PNC New Jersey Credit Corp, 1415 Route 70 East, Suite 604,
Cherry Hill, NJ 08034.
(11) PNC Trust Company of New York, 40 Broad Street, New York, NY
10084.
(12) Provcor Properties, Inc., Broad and Chestnut Streets,
Philadelphia, PA 19101.
(13) PNC Credit Corp, 103 Bellevue Parkway, Wilmington, DE 19809.
(14) PNC Bank Corp., 5th Avenue and Wood Streets, Pittsburgh, PA
15265.
(15) Advanced Investment Management, Inc., 27th Floor, One Oliver
Plaza, Pittsburgh, PA 15265.
(16) PNC Bank of New Jersey, National Association, Woodland Falls Corporate
Park, 210 Lake Drive East, Cherry Hill, NJ 08002.
(17) PNC Institutional Management Corporation, 400 Bellevue Parkway,
Wilmington, DE 19809.
(18) Provident National Leasing Corporation, Broad and Chestnut
Streets, Philadelphia, PA 19101
(19) Provident National Bank Corp. New Jersey, 1 Centennial Square,
Haddonfield, NJ 08033
(20) The Clayton Bank and Trust Company, Clayton, DE 19938
(21) Keystone Life Insurance Company, 1207 Chestnut Street,
Philadelphia, PA 19107-4101
(22) Consol, Inc., Consol Plaza, Pittsburgh, PA 15241
(23) MEDICAL COLLEGE OF PA, HAHNEMANN UNIVERSITY, U30 EAST
SEDGWICK STREET, Philadelphia, PA 19119
(24) F. Eugene Dixon, Jr., Private Trustee, 665 Thomas Road,
Lafayette Hill, PA 19444-0178

-31-
<PAGE>

(25) Lord Corporation, 2000 W. Grandview Boulevard, Erie, PA 16514
(26) Marine Bank, Ninth and State Streets, Erie, PA 16553
(27) Geisinger Foundation, 100 N. Academy Avenue, Danville, PA 17822
(28) Calgon Carbon Corporation, P.O. Box 717, Pittsburgh, PA
15230-0717
(29) University of Pittsburgh, 107 Cathedral of Learning,
Pittsburgh, PA 15260
(30) Continental Medical Systems, Inc., P.O. Box 715, Mechanicsburg,
PA 17055
(31) Lewis, Eckert, Robb & Company, 425 One Plymouth Meeting,
Plymouth Meeting, PA 19462
(32) Football Club of the National Football League, 300 Stadium
Circle, Pittsburgh, PA 15212
(33) USAir Group, Inc. and USAir, Inc., 2345 Crystal Drive,
Arlington, VA 22227
(34) Bell of Pennsylvania, One Parkway, Philadelphia, PA 19102 (35) PNC Bank
International, 5th and Wood Streets, Pittsburgh, PA 15222

-32-
<PAGE>

Item 29. PRINCIPAL UNDERWRITER

(a) Counsellors Securities Inc. (the "Distributor") acts as distributor for
the following investment companies:

Warburg, Pincus Cash Reserve Fund
Warburg, Pincus New York Tax Exempt Fund
Warburg, Pincus New York Municipal Bond Fund
Warburg, Pincus Intermediate Maturity Government Fund
Warburg, Pincus Fixed Income Fund
Warburg, Pincus Global Fixed Income Fund
Warburg, Pincus Capital Appreciation Fund
Warburg, Pincus Emerging Growth Fund
Warburg, Pincus International Equity Fund
Warburg, Pincus Japan OTC Fund
Counsellors Tandem Securities Fund
Warburg Pincus Growth & Income Fund
Warburg Pincus Balanced Fund
Warburg Pincus Tax Free Fund

The Distributor acts as a principal underwriter, depositor or investment adviser
for the following investment companies: None other than Registrant and companies
listed above.

(b) Information for each director or officer of the Distributor is set
forth below:

NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH THE DISTRIBUTOR WITH REGISTRANT
---------------- -------------------- ---------------
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

-33-
<PAGE>

Roger Reinlieb Vice President
466 Lexington Avenue
New York, New York 10017

Karen Amato Assistant Secretary
466 Lexington Avenue
New York, New York 10017

Stephen Distler Treasurer
466 Lexington Avenue
New York, New York 10017

NET
NAME OF UNDERWRITING COMPENSATION
PRINCIPAL DISCOUNTS AND ON REDEMPTION BROKERAGE OTHER
UNDERWRITER COMMISSIONS AND REPURCHASE COMMISSIONS COMPENSATION
- ----------- ----------- -------------- ----------- ------------
<S> <C> <C> <C> <C>
Counsellors $ 0 $ 0 $ 0 $ 0
Securities
Inc.
</TABLE>

Item 30. LOCATION OF ACCOUNTS AND RECORDS

(1) PNC Bank, National Association (successor by merger to Provident
National Bank), 1600 Market Street, Philadelphia, PA 19103
(records relating to its functions as sub-adviser and custodian).

(2) Counsellors Securities Inc., 466 Lexington Avenue, New
York, New York 10017 (records relating to its
functions as distributor).

(3) PNC Institutional Management Corporation (formerly Provident
Institutional Management Corporation), Bellevue Corporate Center,
103 Bellevue Parkway, Wilmington, Delaware 19809 (records relating
to its functions as investment adviser, sub-adviser and
administrator).

(4) PFPC Inc. (formerly Provident Financial Processing Corporation),
Bellevue Corporate Center, 400 Bellevue Parkway, Wilmington,
Delaware 19809 (records relating to its functions as transfer
agent and dividend disbursing agent).

(5) Ballard Spahr Andrews & Ingersoll, 1735 Market Street
- 51st Floor, Philadelphia, Pennsylvania 19103
(Registrant's Articles of Incorporation, By-Laws and
Minute Books).

-34-
<PAGE>

(6) BEA Associates, One Citicorp Center, 153 East 53rd Street, New
York, New York 10022 (records relating to its function as
investment adviser).

(7) Warburg, Pincus Counsellors, Inc., 466 Lexington Avenue, New York,
New York 10017-3147 (records relating to its functions as
investment adviser).

Item 31. MANAGEMENT SERVICES

None.

Item 32. UNDERTAKINGS

(a) Registrant hereby undertakes to hold a meeting of
shareholders for the purpose of considering the removal of
directors in the event the requisite number of shareholders
so request.

(b) Registrant hereby undertakes to file a
post-effective amendment, using unaudited
financial statements for RBB Boston Partners
Large Cap Value Fund (Investor Class, Advisor
Class and Institutional Class); n/i Micro Cap
Fund, n/i Growth Fund and n/i Growth & Value
Fund; BEA International Equity (Investor and
Advisor Classes), BEA Emerging Markets Equity
(Investor and Advisor Classes), BEA Global
Telecommunications (Investor and Advisor Classes)
and BEA High Yield (Investor and Advisor Classes)
Funds which need not be certified, within four to
six months from effective date of this
Registration Statement.

-35-
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Wilmington, and State of
Delaware, on November 22, 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 November22, 1996
- -------------------
Edward J. Roach Executive
Officer) and
Treasurer (Principal
Financial and Accounting
Officer)

/S/ DONALD VAN RODEN Director November 22, 1996
- -----------------------
Donald van Roden

Francis J. McKay Director

/S/ MARVIN E. STERNBERG Director November 22, 1996
- -----------------------
Marvin E. Sternberg

/S/ JULIAN A. BRODSKY Director November 22, 1996
- -----------------------
Julian A. Brodsky

/S/ ARNOLD M. REICHMAN Director November 22, 1996
- -----------------------
Arnold M. Reichman

/S/ ROBERT SABLOWSKY Director October 22, 1996
- -----------------------
Robert Sablowsky

<PAGE>

THE RBB FUND, INC.

RBB CLASSES
CASH PRESERVATION CLASSES
SANSOM STREET CLASSES
BEDFORD CLASSES
BRADFORD CLASSES
BEA INSTITUTIONAL CLASSES
BEA INVESTOR CLASSES
BEA ADVISOR CLASSES
BOSTON PARTNERS INSTITUTIONAL CLASS
BOSTON PARTNERS INVESTOR CLASS
BOSTON PARTNERS ADVISOR CLASS
JANNEY CLASSES
N/I CLASSES
BETA CLASSES
GAMMA CLASSES
DELTA CLASSES
EPSILON CLASSES
ZETA CLASSES
ETA CLASSES
THETA CLASSES

EXHIBIT INDEX

EXHIBIT

Ex.-99(B)(5)(RR) INVESTMENT ADVISORY AGREEMENT (BOSTON
PARTNERS LARGE CAP VALUE FUND)
EX.-99(B)(6)(GG) DISTRIBUTION AGREEMENT SUPPLEMENT (CLASS QQ)
EX.-99(B)(6)(HH) DISTRIBUTION AGREEMENT SUPPLEMENT (CLASS RR)
EX.-99(B)(6)(II) DISTRIBUTION AGREEMENT SUPPLEMENT (CLASS SS)
EX.-99(B)(8)(M) CUSTODIAN AGREEMENT SUPPLEMENT
EX.-99(B)(9)(FFF) ADMINISTRATION AND ACCOUNTING SERVICES
SUPPLEMENT
EX.-99(B)(9)(GGG) TRANSFER AGENCY AGREEMENT SUPPLEMENT (BOSTON
PARTNERS INSTITUTIONAL CLASS)
EX.-99(B)(9)(HHH) TRANSFER AGENCY AGREEMENT SUPPLEMENT (BOSTON
PARTNERS INVESTOR CLASS)
EX.-99(B)(9)(III) TRANSFER AGENCY AGREEMENT SUPPLEMENT (BOSTON
PARTNERS ADVISOR CLASS)
EX.-99(B)(10)B Consent of Counsel
Ex.-99(B)(11) Consent of Independent Accountants
Ex.-99(B)(15)(LLL) PLAN OF DISTRIBUTION (BOSTON
PARTNERS INSTITUTIONAL CLASS)
EX.-99(B)(15)(MMM) PLAN OF DISTRIBUTION (BOSTON PARTNERS
INVESTOR CLASS)
EX.-99(B)(15)(NNN) PLAN OF DISTRIBUTION (BOSTON PARTNERS
ADVISOR CLASS)
EX.-99(B)(19) Representation of Ballard Spahr Andrews &
Ingersoll

EX.99.(b)(5)(rr)

INVESTMENT ADVISORY AGREEMENT

Boston Partners Large Cap Value Fund

AGREEMENT made as of October 16, 1996 between THE RBB FUND, INC., a
Maryland corporation (herein called the "Fund"), and Boston Partners Asset
Management, L.P. (herein called the "Investment Advisor").

WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940 (the "1940 Act") and currently
offers or proposes to offer shares representing interests in separate investment
portfolios; and

WHEREAS, the Fund desires to retain the Investment Advisor to render
certain investment advisory services to the Fund with respect to the Fund's
Boston Partners Large Cap Value Fund (the "Portfolio"), and the Investment
Advisor is willing to so render such services.

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, it is agreed between
the parties hereto as follows:

1. APPOINTMENT. The Fund hereby appoints the Investment Advisor to act as
investment advisor for the Portfolio for the period and on the terms set forth
in this Agreement. The Investment Advisor accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided.

2. DELIVERY OF DOCUMENTS. The Fund has furnished the Investment Advisor
with copies properly certified or authenticated of each of the following:

(a) Resolutions of the Board of Directors of the Fund authorizing the
appointment of the Investment Advisor and the execution and delivery of
this Agreement;

(b) Each prospectus and statement of additional information relating
to any class of Shares representing interests in the Portfolio of the Fund
in effect under the 1933 Act (such prospectus and statement of additional
information, as presently in effect and as they shall from time to time be
amended and supplemented, are herein collectively called the "Prospectus"
and "Statement of Additional Information," respectively).

<PAGE>

The Fund will promptly furnish the Investment Advisor from time to time
with copies, properly certified or authenticated, of all amendments of or
supplements to the foregoing, if any.

In addition to the foregoing, the Fund will also provide the Investment
Advisor with copies of the Fund's Charter and By-laws, and any registration
statement or service contracts related to the Portfolio, and will promptly
furnish the Investment Advisor with any amendments of or supplements to such
documents.

3. MANAGEMENT OF THE PORTFOLIO. Subject to the supervision of the Board of
Directors of the Fund, the Investment Advisor will provide for the overall
management of the Portfolio including (i) the provision of a continuous
investment program for the Portfolio, including investment research and
management with respect to all securities, investments, cash and cash
equivalents in the Portfolio, (ii) the determination from time to time of what
securities and other investments will be purchased, retained, or sold by the
Fund for the Portfolio, and (iii) the placement from time to time of orders for
all purchases and sales made for the Portfolio. The Investment Advisor will
provide the services rendered by it hereunder in accordance with the Portfolio's
investment objectives, restrictions and policies as stated in the applicable
Prospectus and the Statement of Additional Information, provided that the
Investment Adviser has actual notice or knowledge of any changes by the Board of
Directors to such investment objectives, restrictions or policies. The
Investment Advisor further agrees that it will render to the Fund's Board of
Directors such periodic and special reports regarding the performance of its
duties under this Agreement as the Board may reasonably request. The Investment
Advisor agrees to provide to the Fund (or its agents and service providers)
prompt and accurate data with respect to the Portfolio's transactions and, where
not otherwise available, the daily valuation of securities in the Portfolio.

4. BROKERAGE. Subject to the Investment Advisor's obligation to obtain best
price and execution, the Investment Advisor shall have full discretion to select
brokers or dealers to effect the purchase and sale of securities. When the
Investment Advisor places orders for the purchase or sale of securities for the
Portfolio, in selecting brokers or dealers to execute such orders, the
Investment Advisor is expressly authorized to consider the fact that a broker or
dealer has furnished statistical, research or other information or services for
the benefit of the Portfolio directly or indirectly. Without limiting the
generality of the foregoing, the Investment Advisor is authorized to cause the
Portfolio to pay brokerage commissions

-2-

<PAGE>

which may be in excess of the lowest rates available to brokers who execute
transactions for the Portfolio or who otherwise provide brokerage and research
services utilized by the Investment Advisor, provided that the Investment
Advisor determines in good faith that the amount of each such commission paid to
a broker is reasonable in relation to the value of the brokerage and research
services provided by such broker viewed in terms of either the particular
transaction to which the commission relates or the Investment Advisor's overall
responsibilities with respect to accounts as to which the Investment Advisor
exercises investment discretion. The Investment Advisor may aggregate securities
orders so long as the Investment Advisor adheres to a policy of allocating
investment opportunities to the Portfolio over a period of time on a fair and
equitable basis relative to other clients. In no instance will the Portfolio's
securities be purchased from or sold to the Fund's principal underwriter, the
Investment Advisor, or any affiliated person thereof, except to the extent
permitted by SEC exemptive order or by applicable law.

The Investment Advisor shall report to the Board of Directors of the Fund
at least quarterly with respect to brokerage transactions that were entered into
by the Investment Advisor, pursuant to the foregoing paragraph, and shall
certify to the Board that the commissions paid were reasonable in terms either
of that transaction or the overall responsibilities of the Advisor to the Fund
and the Investment Advisor's other clients, that the total commissions paid by
the Fund were reasonable in relation to the benefits to the Fund over the long
term, and that such commissions were paid in compliance with Section 28(e) of
the Securities Exchange Act of 1934.

5. CONFORMITY WITH LAW; CONFIDENTIALITY. The Investment Advisor further
agrees that it will comply with all applicable rules and regulations of all
federal regulatory agencies having jurisdiction over the Investment Advisor in
the performance of its duties hereunder. The Investment Advisor will treat
confidentially and as proprietary information of the Fund all records and other
information relating to the Fund and will not use such records and information
for any purpose other than performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing by the
Fund, which approval shall not be unreasonably withheld and may not be withheld
where the Investment Advisor may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Fund.

6. SERVICES NOT EXCLUSIVE. The Investment Advisor and its officers may act
and continue to act as investment

-3-

<PAGE>

managers for others, and nothing in this Agreement shall in any way be deemed to
restrict the right of the Investment Advisor to perform investment management or
other services for any other person or entity, and the performance of such
services for others shall not be deemed to violate or give rise to any duty or
obligation to the Portfolio or the Fund.

Nothing in this Agreement shall limit or restrict the Investment Advisor or
any of its partners, officers, affiliates or employees from buying, selling or
trading in any securities for its or their own account. The Fund acknowledges
that the Investment Advisor and its partners, officers, affiliates, employees
and other clients may, at any time, have, acquire, increase, decrease, or
dispose of positions in investments which are at the same time being acquired or
disposed of for the Portfolio. The Investment Advisor shall have no obligation
to acquire for the Portfolio a position in any investment which the Investment
Advisor, its partners, officers, affiliates or employees may acquire for its or
their own accounts or for the account of another client, so long as it continues
to be the policy and practice of the Investment Advisor not to favor or disfavor
consistently or consciously any client or class of clients in the allocation of
investment opportunities so that, to the extent practical, such opportunities
will be allocated among clients over a period of time on a fair and equitable
basis.

The Investment Advisor agrees that this Paragraph 6 does not constitute a
waiver by the Fund of the obligations imposed upon the Investment Advisor to
comply with Sections 17(d) and 17(j) of the 1940 Act, and the rules thereunder,
nor constitute a waiver by the Fund of the obligations imposed upon the
Investment Advisor under Section 206 of the Investment Advisers Act of 1940 and
the rules thereunder. Further, the Investment Advisor agrees that this Paragraph
6 does not constitute a waiver by the Fund of the fiduciary obligation of the
Investment Advisor arising under federal or state law, including Section 36 of
the 1940 Act. The Investment Advisor agrees that this Paragraph 6 shall be
interpreted consistent with the provisions of Section 17(i) of the 1940 Act.

7. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Investment Advisor hereby agrees that all records which
it maintains for the Portfolio are the property of the Fund and further agrees
to surrender promptly to the Fund any of such records upon the Fund's request.
The Investment Advisor further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act the records required to be maintained by Rule
31a-1 under the 1940 Act.

-4-
<PAGE>

8. EXPENSES. During the term of this Agreement, the Investment Advisor will
pay all expenses incurred by it in connection with its activities under this
Agreement. The Portfolio shall bear all of its own expenses not specifically
assumed by the Investment Advisor. General expenses of the Fund not readily
identifiable as belonging to a portfolio of the Fund shall be 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 the Portfolio shall include, but are not limited to, the
following (or the portfolio's share of the following): (a) the cost (including
brokerage commissions) of securities purchased or sold by the Portfolio and any
losses incurred in connection therewith; (b) fees payable to and expenses
incurred on behalf of the Portfolio by the Investment Advisor; (c) filing fees
and expenses relating to the registration and qualification of the Fund and the
Portfolio's shares under Federal and/or state securities laws and maintaining
such registrations and qualifications; (d) fees and salaries payable to the
Fund's directors and officers; (e) taxes (including nay income or franchise
taxes) and governmental fees; (f) costs of any liability and other insurance or
fidelity bonds; (g) any costs, expenses or losses arising out a liability of or
claim for damages or other relief asserted against the Fund or the Portfolio for
violation of any law; (h) legal, accounting and auditing expenses, including
legal fees of special counsel for the independent directors; (i) charges of
custodians and other agents; (j) 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; (k) 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; (l) any extraordinary expenses; (m) fees,
voluntary assessments and other expenses incurred in connection with membership
in investment company organizations; (n) costs of mailing and tabulating proxies
and costs of shareholders' and directors' meetings; (o) costs of independent
pricing services to value a portfolio's securities; and (p) the costs 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.

-5-
<PAGE>

If the expenses borne by the Portfolio in any fiscal year exceed the most
restrictive applicable expense limitations imposed by the securities regulations
of any state in which the Shares of the Portfolio are registered or qualified
for sale to the public, the Investment Advisor shall reimburse the Portfolio for
any excess up to the amount of the fees payable by the Portfolio to it during
such fiscal year pursuant to Paragraph 9 hereof in the same proportion that its
fees bear to the total fees paid by the Fund for investment advisory services in
respect of the Portfolio; provided, however, that notwithstanding the foregoing,
the Investment Advisor shall reimburse the Portfolio for such excess expenses
regardless of the amount of such fees payable to it during such fiscal year to
the extent that the securities regulations of any state in which the Shares are
registered or qualified for sale so require.

9. VOTING. The Investment Advisor shall have the authority to vote as agent
for the Fund, either in person or by proxy, tender and take all actions incident
to the ownership of all securities in which Portfolio's assets may be invested
from time to time, subject to such policies and procedures as the Board of
Directors of the Fund may adopt from time to time.

10. RESERVATION OF NAME. The Investment Advisor shall at all times have all
rights in and to the Portfolio's name and all investment models used by or on
behalf of the Portfolio. The Investment Advisor may use the Portfolio's name or
any portion thereof in connection with any other mutual fund or business
activity without the consent of any shareholder and the Fund shall execute and
deliver any and all documents required to indicate the consent of the Fund to
such use.

11. COMPENSATION.

(a) For the services provided and the expenses assumed pursuant to
this Agreement with respect to the Portfolio, the Fund will pay the
Investment Advisor from the assets of the Portfolio and the Investment
Advisor will accept as full compensation therefor a fee, computed daily and
payable monthly, at the annual rate of .75% of the Portfolio's average
daily net assets.

(b) The fee attributable to the Portfolio shall be satisfied only
against assets of the Portfolio and not against the assets of any other
investment portfolio of the Fund.

12. LIMITATION OF LIABILITY OF THE INVESTMENT ADVISOR. The Investment
Advisor shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Fund in connection with the matters to which this
Agreement relates,

-6-
<PAGE>

except a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Investment Advisor
in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement ("disabling conduct"). The Portfolio
will indemnify the Investment Advisor against and hold it harmless from any and
all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any claim, demand, action or suit not
resulting from disabling conduct by the Investment Advisor. Indemnification
shall be made only following: (i) a final decision on the merits by a court or
other body before whom the proceeding was brought that the Investment Advisor
was not liable by reason of disabling conduct or (ii) in the absence of such a
decision, a reasonable determination, based upon a review of the facts, that the
Investment Advisor was not liable by reason of disabling conduct by (a) the vote
of a majority of a quorum of directors of the Portfolio who are neither
"interested persons" of the Portfolio nor parties to the proceeding
("disinterested non-party directors") or (b) an independent legal counsel in a
written opinion. The Investment Advisor shall be entitled to advances from the
Portfolio for payment of the reasonable expenses incurred by it in connection
with the matter as to which it is seeking indemnification in the manner and to
the fullest extent permissible under the Maryland General Corporation Law. The
Investment Advisor shall provide to the Portfolio a written affirmation of its
good faith belief that the standard of conduct necessary for indemnification by
the Portfolio has been met and a written undertaking to repay any such advance
if it should ultimately be determined that the standard of conduct has not been
met. In addition, at least one of the following additional conditions shall be
met: (a) the Investment Advisor shall provide a security in form and amount
acceptable to the Portfolio for its undertaking; (b) the Portfolio is insured
against losses arising by reason of the advance; or (c) a majority of a quorum
of disinterested non-party directors, or independent legal counsel, in a written
opinion, shall have determined, based upon a review of facts readily available
to the Portfolio at the time the advance is proposed to be made, that there is
reason to believe that the Investment Advisor will ultimately be found to be
entitled to indemnification. Any amounts payable by the Portfolio under this
Section shall be satisfied only against the assets of the Portfolio and not
against the assets of any other investment portfolio of the Fund.

The limitations on liability and indemnification provisions of this
paragraph 12 shall not be applicable to any losses, claims, damages, liabilities
or expenses arising from the Investment Advisor's rights to the Portfolio's
name. The

-7-
<PAGE>

Investment Advisor shall indemnify and hold harmless the Fund and the Portfolio
for any claims arising from the use of the term "Boston Partners" in the name of
the Portfolio.

13. DURATION AND TERMINATION. This Agreement shall become effective with
respect to the Portfolio upon approval of this Agreement by vote of a majority
of the outstanding voting securities of the Portfolio and, unless sooner
terminated as provided herein, shall continue with respect to the Portfolio
until August 16, 1997. Thereafter, if not terminated, this Agreement shall
continue with respect to the Portfolio for successive annual periods ending on
August 16, provided such continuance is specifically approved at least annually
(a) by the vote of a majority of those members of the Board of Directors of the
Fund who are not parties to this Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Board of Directors of the Fund or by vote of a majority
of the outstanding voting securities of the Portfolio; provided, however, that
this Agreement may be terminated with respect to the Portfolio by the Fund at
any time, without the payment of any penalty, by the Board of Directors of the
Fund or by vote of a majority of the outstanding voting securities of the
Portfolio, on 60 days' prior written notice to the Investment Advisor, or by the
Investment Advisor at any time, without payment of any penalty, on 60 days'
prior written notice to the Fund. This Agreement will immediately terminate in
the event of its assignment. (As used in this Agreement, the terms "majority of
the outstanding voting securities," "interested person" and "assignment" shall
have the same meaning as such terms have in the 1940 Act).

14. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, discharged or terminated orally, except by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought, and no amendment of this Agreement affecting the
Portfolio shall be effective until approved by vote of the holders of a majority
of the outstanding voting securities of the Portfolio.

15. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to

-8-
<PAGE>

the benefit of the parties hereto and their respective successors and shall be
governed by Delaware law.

16. CHANGE IN MEMBERSHIP. The Investment Advisor shall notify the Fund of
any change in its membership within a reasonable time after such change.

17. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware without giving
effect to the conflicts of laws principles thereof.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

THE RBB FUND, INC.

By: __________________________
President

BOSTON PARTNERS ASSET
MANAGEMENT, L.P.

By: __________________________

BOSTON PARTNERS, INC., The
General Partner

By: _________________________
William J. Kelly,
Treasurer

-9-

EX.99.(b)(6)(hh)

DISTRIBUTION AGREEMENT SUPPLEMENT

(Boston Partners Large Cap Value Fund)
(Investor Class)

This supplemental agreement is entered into this 16th day of October, 1996,
by and between THE RBB FUND, INC. (the "Fund") and COUNSELLORS SECURITIES INC.
(the "Distributor").

The Fund is a corporation organized under the laws of the State of Maryland
and is an open-end management investment company. The Fund and the Distributor
have entered into a Distribution Agreement, dated as of April 10, 1991 (as from
time to time amended and supplemented, the "Distribution Agreement"), pursuant
to which the Distributor has undertaken to act as distributor for the Fund, as
more fully set forth therein. Certain capitalized terms used without definition
in this Distribution Agreement Supplement have the meaning specified in the
Distribution Agreement.

The Fund agrees with the Distributor as follows:

1. ADOPTION OF DISTRIBUTION AGREEMENT. The Distribution Agreement is hereby
adopted for the Boston Partners Large Cap Value Fund Investor Class of Common
Stock (Class RR) of the Fund.

2. PAYMENT OF FEES. For all services to be rendered, facilities furnished
and expenses paid or assumed by the Distributor as provided in the Distribution
Agreement and herein, the Fund shall pay the Distributor a monthly 12b-1 fee on
the first business day of each month, based upon the average daily value ( as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Class during the
preceeding month, at an annual rate of 0.25%

IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.

THE RBB FUND, INC. COUNSELLORS SECURITIES INC.

By______________________ By_______________________

EX.99.(b)(6)(gg)

DISTRIBUTION AGREEMENT SUPPLEMENT

(Boston Partners Large Cap Value Fund)
(Institutional Class)

This supplemental agreement is entered into this 16th day of October, 1996,
by and between THE RBB FUND, INC. (the "Fund") and COUNSELLORS SECURITIES INC.
(the "Distributor").

The Fund agrees with the Distributor as follows:

1. ADOPTION OF DISTRIBUTION AGREEMENT. The Distribution Agreement is hereby
adopted for the Boston Partners Large Cap Value Fund Institutional Class of
Common Stock (Class QQ) of the Fund.

IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.

THE RBB FUND, INC. COUNSELLORS SECURITIES INC.

By______________________ By_______________________

EX.99.(b)(6)(ii)

DISTRIBUTION AGREEMENT SUPPLEMENT

(Boston Partners Large Cap Value Fund)
(Advisor Class)

This supplemental agreement is entered into this 16th day of October, 1996,
by and between THE RBB FUND, INC. (the "Fund") and COUNSELLORS SECURITIES INC.
(the "Distributor").

The Fund agrees with the Distributor as follows:

1. ADOPTION OF DISTRIBUTION AGREEMENT. The Distribution Agreement is hereby
adopted for the Boston Partners Large Cap Value Fund Advisor Class of Common
Stock (Class SS) of the Fund.

IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.

THE RBB FUND, INC. COUNSELLORS SECURITIES INC.

By______________________ By_______________________

EX.99.(b)(8)(m)

CUSTODIAN AGREEMENT SUPPLEMENT

(Boston Partners Large Cap Value Fund)

This supplemental agreement is entered into this 16th day of October, 1996
by and between THE RBB FUND, INC. (the "Company") and PNC Bank, National
Association (the "Custodian"), which is a wholly owned subsidiary of PNC
Bancorp, Inc.

The Company is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Company and the
Custodian have entered into a Custodian Agreement, dated as of August 16, 1988
(as from time to time amended and supplemented, the "Custodian Agreement"),
pursuant to which the Custodian has undertaken to act as custodian for the
Company with respect to the Portfolios of the Fund, as more fully set forth
therein. Certain capitalized terms used without definition in this Custodian
Agreement Supplement have the meaning specified in the Custodian Agreement.

The Fund agrees with the Custodian as follows:

1. ADOPTION OF CUSTODIAN AGREEMENT. The Custodian Agreement is hereby
adopted for the Boston Partners Large Cap Value Fund.

2. COMPENSATION. As compensation for the services rendered by the Custodian
during the term of the Custodian Agreement, the Fund will pay to the Custodian,
with respect to Boston Partners Large Cap Value Fund, monthly fees as shall be
agreed to from time to time by the Fund and the Custodian.

IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.

THE RBB FUND, INC. PNC Bank, National Association

By______________________ By____________________________

EX.99.(b)(9)(fff)

ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT SUPPLEMENT

(Boston Partners Large Cap Value Fund)

This supplemental agreement is entered into this 16th day of October, 1996
by and between THE RBB FUND, INC. (the "Company") and PFPC Inc., a Delaware
corporation (the "Administrator"), which is an indirect, wholly owned subsidiary
of PNC Bank Corp.

The Company is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Company and the
Administrator have entered into a Administration and Accounting Services
Agreement, dated as of April 10, 1991 (as from time to time amended and
supplemented, the "Agreement"), pursuant to which the Administrator has
undertaken to act as administrator and accounting services agent for the Fund as
more fully set forth therein. Certain capitalized terms used without definition
in this Supplement have the meaning specified in the Agreement.

The Fund agrees with the Administrator as follows:

1. ADOPTION OF ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT. The
Agreement is hereby adopted for the Boston Partners Large Cap Value Fund.

2. COMPENSATION. As compensation for the services rendered by the
Administrator during the term of the Agreement, the Fund will pay to the
Administrator, with respect to such Class of the Fund, monthly fees as shall be
agreed to from time to time by the Fund and the Administrator.

IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.

THE RBB FUND, INC. PFPC INC.

By______________________ By_______________________

<PAGE>

CUSTODIAN AGREEMENT SUPPLEMENT

(Boston Partners Large Cap Value Fund)

This supplemental agreement is entered into this 16th day of October, 1996
by and between THE RBB FUND, INC. (the "Company") and PFPC Inc., a Delaware
corporation (the "Custodian Agent"), which is an indirect, wholly owned
subsidiary of PNC Bank Corp.

The Fund agrees with the Custodian as follows:

1. ADOPTION OF CUSTODIAN AGREEMENT. The Custodian Agreement is hereby
adopted for the Boston Partners Large Cap Value Fund.

IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.

THE RBB FUND, INC. PFPC INC.

By______________________ By_______________________

EX.99.(b)(9)(hhh)

TRANSFER AGENCY AGREEMENT SUPPLEMENT

(Boston Partners Classes)
(Investor Class)

This supplemental agreement is entered into this 16th day of October, 1996
by and between THE RBB FUND, INC. (the "Company") and PFPC Inc., a Delaware
corporation (the "Transfer Agent"), which is an indirect, wholly owned
subsidiary of PNC Bank Corp.

The Company is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Company and the
Transfer Agent have entered into a Transfer Agency Agreement, dated as of
November 5, 1991 (as from time to time amended and supplemented, the "Transfer
Agency Agreement"), pursuant to which the Transfer Agent has undertaken to act
as transfer agent, registrar and dividend disbursing agent for the Company with
respect to the Shares of the Company, as more fully set forth therein. Certain
capitalized terms used without definition in this Transfer Agency Agreement
Supplement have the meaning specified in the Transfer Agency Agreement.

The Fund agrees with the Transfer Agent as follows:

1. ADOPTION OF TRANSFER AGENCY AGREEMENT. The Transfer Agency Agreement is
hereby adopted for the Boston Partners Large Cap Value Fund (the "Fund")
Investor Class of Common Stock (Class RR) of the Fund.

2. COMPENSATION. As compensation for the services rendered by the Transfer
Agent during the term of the Transfer Agency Agreement, the Fund will pay to the
Transfer Agent, with respect to such Class of the Fund, monthly fees that shall
be agreed to from time to time by the Company and the Transfer Agent, for each
account open at any time during the month for which payment is being made, plus
certain of the Transfer Agent's expenses relating to such services.

IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.

THE RBB FUND, INC. PFPC INC.

By______________________ By_______________________

EX.99.(b)(9)(iii)

TRANSFER AGENCY AGREEMENT SUPPLEMENT

(Boston Partners Classes)
(Advisor Class)

The Fund agrees with the Transfer Agent as follows:

1. ADOPTION OF TRANSFER AGENCY AGREEMENT. The Transfer Agency Agreement is
hereby adopted for the Boston Partners Large Cap Value Fund (the "Fund") Advisor
Class of Common Stock (Class SS) of the Fund.

IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.

THE RBB FUND, INC. PFPC INC.

By______________________ By_______________________

EX.99.(b)(9)(ggg)

TRANSFER AGENCY AGREEMENT SUPPLEMENT

(Boston Partners Classes)
(Institutional Class)

The Fund agrees with the Transfer Agent as follows:

1. ADOPTION OF TRANSFER AGENCY AGREEMENT. The Transfer Agency Agreement is
hereby adopted for the Boston Partners Large Cap Value Fund (the "Fund")
Institutional Class of Common Stock (Class QQ) of the Fund.

IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.

THE RBB FUND, INC. PFPC INC.

By______________________ By_______________________

EX.99.(b)(15)(lll)

PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1

THE RBB FUND, INC.

(Boston Partners Large Cap Value Fund Institutional Class)

WHEREAS, The RBB Fund, Inc. (the "Fund") intends to engage in business as
an open-end management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Act"); and

WHEREAS, the Fund desires to adopt a Plan of Distribution pursuant to Rule
12b-1 under the Act with respect to shares of its Class QQ Common Stock, par
value $.001 per share (the "Class QQ Shares") and the Board of Directors has
determined that there is a reasonable likelihood that adoption of this Plan of
Distribution will benefit the Fund and its stockholders; and

WHEREAS, the Fund intends to employ Counsellors Securities Inc. (the
"Distributor") as distributor of the Class NN Shares; and

WHEREAS, the Fund and the Distributor intend to enter into a separate
Distribution Agreement with the Fund for Class QQ Shares, pursuant to which the
Fund will employ the Distributor as distributor for the continuous offering of
Class QQ Shares;

NOW, THEREFORE, the Fund hereby adopts, and the Distributor hereby agrees
to the terms of, this Plan of Distribution (the "Plan") in accordance with Rule
12b-1 under the Act on the following terms and conditions:

1. The Fund shall pay to the Distributor, as the distributor of the Class
QQ Shares, compensation for distribution of its shares at an annual rate not to
exceed 0.15% of the average daily net assets of the Class QQ Shares. The amount
of such compensation shall be agreed upon by the Board of Directors of the Fund
and by the Distributor and shall be calculated and accrued daily and paid
monthly or at such other intervals as the Board of Directors and the Distributor
shall mutually agree.

2. The amount set forth in paragraph 1 of this Plan shall be paid for the
Distributor's services as distributor of the Class QQ Shares. Such amount may be
spent by the Distributor on any activities or expenses primarily intended to
result in the

<PAGE>

sale of Class QQ Shares, including, but not limited to: compensation to and
expenses of employees of the Distributor who engage in or support distribution
of the Class QQ Shares, including overhead and telephone expenses,; printing of
prospectuses and reports for other than existing shareholders; preparation,
printing and distribution of sales literature and advertising materials; and
compensation to certain financial institutions ("Service Organizations") who
sell Class QQ Shares. The Distributor may negotiate with any such Service
Organizations the services to be provided by the Service Organization to
shareholders in connection with the sale of Class QQ Shares ("Distribution
Services"), and all or any portion of the compensation paid to the Distributor
under paragraph 1 of this Plan may be reallocated by the Distributor to Service
Organizations who sell Class QQ Shares.

The compensation paid to Service Organizations with respect to Distribution
Services will compensate Service Organizations to cover certain expenses
primarily intended to result in the sale of Class QQ Shares, including, but not
limited to: (a) costs of payments made to employees that engage in the sale of
Class QQ Shares; (b) payments made to, and expenses of, persons who provide
support services in connection with the sale of Class QQ Shares, including, but
not limited to, office space and equipment, telephone facilities, processing
shareholder transactions and providing any other shareholder services not
otherwise provided by the Fund's transfer agent; (c) costs relating to the
formulation and implementation of marketing and promotional activities,
including, but not limited to, direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (d) costs of printing and
distributing prospectuses, statements of additional information and reports
relating to the Class QQ Shares to prospective shareholders of the Class QQ
Shares; (e) costs involved in preparing, printing and distributing sales
literature pertaining to the Class QQ Shares; and (f) costs involved in
obtaining whatever information, analyses and reports with respect to marketing
and promotional activities that the Service Organization may, from time to time,
deem advisable.

The compensation paid to Service Organizations with respect to Shareholder
Services will compensate Service Organizations for personal service and/or the
maintenance of shareholder accounts, including but not limited to (a) responding
to inquiries of customers or clients of the Service Organization who
beneficially own Class QQ Shares ("Customers"), (b) providing information on
Customer investments and (c) providing other shareholder liaison services.

The compensation paid to Service Organizations with respect to
Administrative Services will compensate Service Organizations for administrative
and accounting services to their Customers, including, but not limited to: (a)
aggregating and processing purchase and redemption requests from Customers

<PAGE>

and placing net purchase and redemption orders with the Fund's distributor or
transfer agent; (b) providing Customers with a service that invests the assets
of their accounts in the Class QQ Shares; (c) processing dividend payments from
the Class QQ Shares on behalf of Customers; (d) providing information
periodically to Customers showing their positions in the Class QQ Shares; (e)
arranging for bank wires; (f) providing sub-accounting with respect to Class QQ
Shares beneficially owned by Customers or the information to the Fund necessary
for sub-accounting; (g) forwarding shareholder communications from the Fund (for
example, proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices related to the Class QQ
Shares) to Customers, if required by law; and (h) providing other similar
services to the extent permitted under applicable statutes, rules and
regulations.

3. This Plan shall not take effect until it has been approved by a vote of
at least a majority (as defined in the Act) of the outstanding Class QQ Shares

4. In addition to the approval required by paragraph 3 above, this Plan
shall not take effect until it has been approved, together with any related
agreements, by votes of a majority of both (a) the Board of Directors of the
Fund and (b) those directors of the Fund who are not "interested persons" of the
Fund (as defined in the Act) and have no direct or indirect financial interest
in the operation of this Plan or any agreements related to it (the "Rule 12b-1
Directors"), cast in person at a meeting (or meetings) called for the purpose of
voting on this Plan and such related agreements.

5. This Plan shall continue in effect until August 16, 1997. Thereafter,
this Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in paragraph 4.

6. The Distributor shall provide to the Board of Directors of the Fund and
the Board of Directors shall review, at least quarterly, a written report of the
amounts expended pursuant to this Plan and the purposes for which such
expenditures were made, including commissions, advertising, printing, interest,
carrying charges and allocated overhead expenses.

7. This Plan may be terminated at any time by vote of a majority of the
Rule 12b-1 Directors, or by a vote of a majority of the outstanding Class QQ
Shares.

8. This Plan may not be amended to increase materially the amount of
compensation provided for in paragraph 1 hereof unless such amendment is
approved in the manner provided for initial approval in paragraph 3 hereof, and
no material amendment to the Plan of any kind, including an amendment which

<PAGE>

would increase materially the amount of compensation, shall be made unless
approved in the manner provided for approval and annual renewal in paragraph 4
hereof.

9. While this Plan is in effect, the selection and nomination of Directors
who are not interested persons (as defined in the Act) of the Fund shall be
committed to the discretion of the then current Directors who are not interested
persons (as defined in the Act) of the Fund.

10. The Fund shall preserve copies of this Plan and any related agreements
and all reports made pursuant to paragraph 6 hereof for a period of not less
than six years from the date of this Plan, the agreements or such reports, as
the case may be, the first two years in an easily accessible place.

Dated: October 16, 1996

EX.99.(b)(15)(mmm)

PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1

THE RBB FUND, INC.

(Boston Partners Large Cap Value Fund Investor Class)

WHEREAS, the Fund desires to adopt a Plan of Distribution pursuant to Rule
12b-1 under the Act with respect to shares of its Class RR Common Stock, par
value $.001 per share (the "Class RR Shares") and the Board of Directors has
determined that there is a reasonable likelihood that adoption of this Plan of
Distribution will benefit the Fund and its stockholders; and

WHEREAS, the Fund intends to employ Counsellors Securities Inc. (the
"Distributor") as distributor of the Class RR Shares; and

WHEREAS, the Fund and the Distributor intend to enter into a separate
Distribution Agreement with the Fund for Class RR Shares, pursuant to which the
Fund will employ the Distributor as distributor for the continuous offering of
Class RR Shares;

1. The Fund shall pay to the Distributor, as the distributor of the Class
RR Shares, compensation for distribution of its shares at an annual rate not to
exceed .75% of the average daily net assets of the Class RR Shares. The amount
of such compensation shall be agreed upon by the Board of Directors of the Fund
and by the Distributor and shall be calculated and accrued daily and paid
monthly or at such other intervals as the Board of Directors and the Distributor
shall mutually agree.

2. The amount set forth in paragraph 1 of this Plan shall be paid for the
Distributor's services as distributor of the Class RR Shares. Such amount may be
spent by the Distributor on any activities or expenses primarily intended to
result in the

<PAGE>

sale of Class RR Shares, including, but not limited to: compensation to and
expenses of employees of the Distributor who engage in or support distribution
of the Class RR Shares, including overhead and telephone expenses,; printing of
prospectuses and reports for other than existing shareholders; preparation,
printing and distribution of sales literature and advertising materials; and
compensation to certain financial institutions ("Service Organizations") who
sell Class RR Shares. The Distributor may negotiate with any such Service
Organizations the services to be provided by the Service Organization to
shareholders in connection with the sale of Class RR Shares ("Distribution
Services"), and all or any portion of the compensation paid to the Distributor
under paragraph 1 of this Plan may be reallocated by the Distributor to Service
Organizations who sell Class RR Shares.

The compensation paid to Service Organizations with respect to Distribution
Services will compensate Service Organizations to cover certain expenses
primarily intended to result in the sale of Class RR Shares, including, but not
limited to: (a) costs of payments made to employees that engage in the sale of
Class RR Shares; (b) payments made to, and expenses of, persons who provide
support services in connection with the sale of Class RR Shares, including, but
not limited to, office space and equipment, telephone facilities, processing
shareholder transactions and providing any other shareholder services not
otherwise provided by the Fund's transfer agent; (c) costs relating to the
formulation and implementation of marketing and promotional activities,
including, but not limited to, direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (d) costs of printing and
distributing prospectuses, statements of additional information and reports
relating to the Class RR Shares to prospective shareholders of the Class RR
Shares; (e) costs involved in preparing, printing and distributing sales
literature pertaining to the Class RR Shares; and (f) costs involved in
obtaining whatever information, analyses and reports with respect to marketing
and promotional activities that the Service Organization may, from time to time,
deem advisable.

The compensation paid to Service Organizations with respect to Shareholder
Services will compensate Service Organizations for personal service and/or the
maintenance of shareholder accounts, including but not limited to (a) responding
to inquiries of customers or clients of the Service Organization who
beneficially own Class RR Shares ("Customers"), (b) providing information on
Customer investments and (c) providing other shareholder liaison services.

<PAGE>

placing net purchase and redemption orders with the Fund's distributor or
transfer agent; (b) providing Customers with a service that invests the assets
of their accounts in the Class RR Shares; (c) processing dividend payments from
the Class RR Shares on behalf of Customers; (d) providing information
periodically to Customers showing their positions in the Class RR Shares; (e)
arranging for bank wires; (f) providing sub-accounting with respect to Class RR
Shares beneficially owned by Customers or the information to the Fund necessary
for sub-accounting; (g) forwarding shareholder communications from the Fund (for
example, proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices related to the Class RR
Shares) to Customers, if required by law; and (h) providing other similar
services to the extent permitted under applicable statutes, rules and
regulations.

3. This Plan shall not take effect until it has been approved by a vote of
at least a majority (as defined in the Act) of the outstanding Class RR Shares.

5. This Plan shall continue in effect until August 16, 1995. Thereafter,
this Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in paragraph 4.

7. This Plan may be terminated at any time by vote of a majority of the
Rule 12b-1 Directors, or by a vote of a majority of the outstanding Class RR
Shares.
8. This Plan may not be amended to increase materially the amount of
compensation provided for in paragraph 1 hereof unless such amendment is
approved in the manner provided for initial approval in paragraph 3 hereof, and
no material amendment to the Plan of any kind, including an amendment which

<PAGE>

would increase materially the amount of compensation, shall be made unless
approved in the manner provided for approval and annual renewal in paragraph 4
hereof.

Dated: October 16, 1996

EX.99.(b)(15)(nnn)

PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1

THE RBB FUND, INC.

(Boston Partners Large Cap Value Fund Advisor Class)

WHEREAS, the Fund desires to adopt a Plan of Distribution pursuant to Rule
12b-1 under the Act with respect to shares of its Class SS Common Stock, par
value $.001 per share (the "Class SS Shares") and the Board of Directors has
determined that there is a reasonable likelihood that adoption of this Plan of
Distribution will benefit the Fund and its stockholders; and

WHEREAS, the Fund intends to employ Counsellors Securities Inc. (the
"Distributor") as distributor of the Class SS Shares; and

WHEREAS, the Fund and the Distributor intend to enter into a separate
Distribution Agreement with the Fund for Class SS Shares, pursuant to which the
Fund will employ the Distributor as distributor for the continuous offering of
Class SS Shares;

1. The Fund shall pay to the Distributor, as the distributor of the Class
SS Shares, compensation for distribution of its shares at an annual rate not to
exceed .25% of the average daily net assets of the Class SS Shares. The amount
of such compensation shall be agreed upon by the Board of Directors of the Fund
and by the Distributor and shall be calculated and accrued daily and paid
monthly or at such other intervals as the Board of Directors and the Distributor
shall mutually agree.

2. The amount set forth in paragraph 1 of this Plan shall be paid for the
Distributor's services as distributor of the Class SS Shares. Such amount may be
spent by the Distributor on any activities or expenses primarily intended to
result in the

<PAGE>

sale of Class SS Shares, including, but not limited to: compensation to and
expenses of employees of the Distributor who engage in or support distribution
of the Class SS Shares, including overhead and telephone expenses,; printing of
prospectuses and reports for other than existing shareholders; preparation,
printing and distribution of sales literature and advertising materials; and
compensation to certain financial institutions ("Service Organizations") who
sell Class SS Shares. The Distributor may negotiate with any such Service
Organizations the services to be provided by the Service Organization to
shareholders in connection with the sale of Class SS Shares ("Distribution
Services"), and all or any portion of the compensation paid to the Distributor
under paragraph 1 of this Plan may be reallocated by the Distributor to Service
Organizations who sell Class SS Shares.

The compensation paid to Service Organizations with respect to Distribution
Services will compensate Service Organizations to cover certain expenses
primarily intended to result in the sale of Class SS Shares, including, but not
limited to: (a) costs of payments made to employees that engage in the sale of
Class SS Shares; (b) payments made to, and expenses of, persons who provide
support services in connection with the sale of Class SS Shares, including, but
not limited to, office space and equipment, telephone facilities, processing
shareholder transactions and providing any other shareholder services not
otherwise provided by the Fund's transfer agent; (c) costs relating to the
formulation and implementation of marketing and promotional activities,
including, but not limited to, direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (d) costs of printing and
distributing prospectuses, statements of additional information and reports
relating to the Class SS Shares to prospective shareholders of the Class SS
Shares; (e) costs involved in preparing, printing and distributing sales
literature pertaining to the Class SS Shares; and (f) costs involved in
obtaining whatever information, analyses and reports with respect to marketing
and promotional activities that the Service Organization may, from time to time,
deem advisable.

The compensation paid to Service Organizations with respect to Shareholder
Services will compensate Service Organizations for personal service and/or the
maintenance of shareholder accounts, including but not limited to (a) responding
to inquiries of customers or clients of the Service Organization who
beneficially own Class SS Shares ("Customers"), (b) providing information on
Customer investments and (c) providing other shareholder liaison services.

<PAGE>

placing net purchase and redemption orders with the Fund's distributor or
transfer agent; (b) providing Customers with a service that invests the assets
of their accounts in the Class SS Shares; (c) processing dividend payments from
the Class SS Shares on behalf of Customers; (d) providing information
periodically to Customers showing their positions in the Class SS Shares; (e)
arranging for bank wires; (f) providing sub-accounting with respect to Class SS
Shares beneficially owned by Customers or the information to the Fund necessary
for sub-accounting; (g) forwarding shareholder communications from the Fund (for
example, proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices related to the Class SS
Shares) to Customers, if required by law; and (h) providing other similar
services to the extent permitted under applicable statutes, rules and
regulations.

3. This Plan shall not take effect until it has been approved by a vote of
at least a majority (as defined in the Act) of the outstanding Class SS Shares.

7. This Plan may be terminated at any time by vote of a majority of the

Rule 12b-1 Directors, or by a vote of a majority of the outstanding Class SS
Shares.

<PAGE>

would increase materially the amount of compensation, shall be made unless
approved in the manner provided for approval and annual renewal in paragraph 4
hereof.

Dated: October 16, 1996

EX.99.(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. 41 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. 43 under the Investment Company Act of 1940.

/s/ Ballard Spahr Andrews & Ingersoll
Ballard Spahr Andrews & Ingersoll

November 25, 1996

EX.99.(11)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent in this Post-Effective Amendment No. 41 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
"Independent Accountants" in the prospectus and Miscellaneous - Independent
Accountants" in the Statement of Additional Information.

/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
November 25, 1996

EX.99.(19)

REPRESENTATION OF COUNSEL PURSUANT TO RULE
485(b) UNDER THE SECURITIES ACT OF 1933

We hereby represent that Post-Effective Amendment No. 41 to the
Registration Statement on Form N-1A of the RBB Fund, Inc. (Registration No.
33-20827) filed with the Securities and Exchange Commission under the Securities
Act of 1933 and Amendment No. 43 under the Investment Company Act of 1940
contains no disclosures which would render it ineligible to become effective
pursuant to paragraph (b) of Rule 485 under the Securities Act of 1933.

/s/ Ballard Spahr Andrews & Ingersoll
Ballard Spahr Andrews & Ingersoll

November 25, 1996