RBB FUND INC, 485BPOS, 1997-04-22

RBB FUND INC
485BPOS, 1997-04-22

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As filed with the Securities and Exchange Commission on April 22, 1997
Securities Act File No. 33-20827
Investment Company Act File No. 811-5518
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]

Pre-Effective Amendment No. __ [ ]
Post-Effective Amendment No. 44 [x]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]

Amendment No. 46 [x]

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

THE RBB FUND, INC.

(Government Securities Portfolio: RBB Family Class; BEA International
Equity Portfolio: BEA Class, BEA Investor Class and BEA Advisor Class; BEA High
Yield Portfolio: BEA Class, BEA Investor Class and BEA Advisor Class; BEA
Emerging Markets Equity Portfolio: BEA Class, BEA Investor Class and BEA Advisor
Class; BEA U.S. Core Equity Portfolio: BEA Class; BEA U.S. Core Fixed Income
Portfolio: BEA Class; BEA Strategic Global Fixed Income Portfolio: BEA Class;
BEA Municipal Bond Fund Portfolio: BEA Class; BEA Balanced Fund Portfolio: BEA
Class; BEA Short Duration Portfolio: BEA Class; BEA Global Telecommunications
Portfolio: BEA Investor Class and BEA Advisor Class; 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 Advisor Class, Boston Partners
Institutional Class and Boston Partners Investor Class; Boston Partners Mid Cap
Value Fund: Boston Partners Institutional Class and Boston Partners Investor
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)

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(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 MICHAEL P. MALLOY, ESQUIRE
PNC Bank, National Association Drinker Biddle & Reath LLP
1600 Market Street, 28th Floor 1100 PNB Building
Philadelphia, PA 19103 1345 Chestnut Street
(Name and Address of Agent for Service) Philadelphia, PA 19107-3496

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

[x] immediately upon filing pursuant to paragraph (b)

[ ] on (date) pursuant to paragraph (b)

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

[ ] on (date) pursuant to paragraph (a)(1)

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

[ ] on (date) pursuant to paragraph (a)(2) of Rule 485

<PAGE>

If appropriate, check the 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-nine 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.

The purpose of this Post-Effective Amendment is to fulfill Registrant's
undertaking to file unaudited financial statements within four to six months of
the effective date of its registration statement with respect to the Boston
Partners Large Cap Value Fund (the "Fund"), a portfolio of The RBB Fund, Inc.
Financial Statements have been provided for the Institutional and Investor
classes of the Fund. The Advisor class of the Fund had not commenced operations
as of the date of this Post-Effective Amendment.
<PAGE>

THE RBB FUND, INC.
(BOSTON PARTNERS INSTITUTIONAL CLASS OF
THE BOSTON PARTNERS LARGE CAP VALUE FUND)

CROSS REFERENCE SHEET

Pursuant to Rule 495(a)
under the Securities Act of 1933

FORM N-1A ITEM LOCATION

Part A Prospectus

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

2. Synopsis ............................... Introduction

3. Condensed Financial Information ........ Financial Highlights

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

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

5A.Management's Discussion
of Fund Performance .................. Not Applicable

6. Capital Stock and Other Securities ..... Cover Page; Dividends and
Distributions; Taxes; 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 ...................... Not Applicable

<PAGE>

THE RBB FUND, INC.
(BOSTON PARTNERS INVESTOR CLASS OF
THE BOSTON PARTNERS LARGE CAP VALUE FUND)

CROSS REFERENCE SHEET

Pursuant to Rule 495(a)
under the Securities Act of 1933

FORM N-1A ITEM LOCATION

Part A Prospectus

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

2. Synopsis................................ Introduction

3. Condensed Financial Information......... Financial Highlights

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

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

5A. Management's Discussion
of Fund Performance................... Not Applicable

6. Capital Stock and Other Securities...... Cover Page; Dividends and
Distributions; Taxes; 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....................... Not Applicable

<PAGE>

THE RBB FUND, INC.
(BOSTON PARTNERS INSTITUTIONAL CLASS, ADVISOR AND INVESTOR CLASS
OF THE BOSTON PARTNERS MID LARGE VALUE FUND)

PART B STATEMENT OF ADDITIONAL INFORMATION

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

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

12. General Information and History...... General

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

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

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

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

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

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

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

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

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

<PAGE>

22. Calculation of Performance Data...... Performance Information

23. Financial Statements................. Miscellaneous
<PAGE>
THE BOSTON PARTNERS LARGE CAP VALUE FUND

THE RBB FUND, INC.

INSTITUTIONAL CLASS

SUPPLEMENT DATED APRIL 29, 1997
TO THE PROSPECTUS DATED DECEMBER 1, 1996

FINANCIAL HIGHLIGHTS

THE FOLLOWING FINANCIAL HIGHLIGHTS ARE ADDED TO THE
PROSPECTUS AFTER PAGE 2:

FINANCIAL HIGHLIGHTS

The "Financial Highlights" presented below set forth certain investment
results for shares of the Institutional Class of the Boston Partners Large Cap
Value Fund. Shares of the Institutional Class were first issued on January 2,
1997. The financial data included in this table has been derived from unaudited
financial statements which are included in and incorporated by reference into
the Statement of Additional Information. The financial data should be read in
conjunction with such financial statements. Further information about the
performance of the Boston Partners Large Cap Value Fund is available in the
Semi-Annual Report to Shareholders. Both the Statement of Additional Information
and the Semi-Annual Report to Shareholders may be obtained from the Fund free of
charge by calling the telephone number on page 1 of the prospectus.

<PAGE>

For the Period January 2,
1997* through March 31,
1997
(UNAUDITED)
-------------------------
INSTITUTIONAL CLASS
-------------------------

PER SHARE OPERATING PERFORMANCE**
Net asset value, beginning of period................... $ 10.00

Net investment income (1).............................. 0.03
Net realized and unrealized gain on
investments(2)....................................... 0.30

Net increase in net assets resulting
from operations...................................... 0.33

Net asset value, end of period......................... $ 10.33

Total investment return(3)............................. 3.30%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000)........................ $ 7,631
Ratio of expenses to average net
assets***(1)(4)...................................... 1.00%
Ratio of net investment income to
average net assets***(1)............................. 1.31%
Portfolio turnover rate****............................ 29.00%
Average commission rate per share(5)................... $0.0383

- ----------
* Commencement of operations.
** Calculated based on shares outstanding on the first and last day of the
period, except for dividends and distributions, if any, which are based
on actual shares outstanding on the dates of distribtuions.
*** Annualized.
**** Not annualized.
(1) Reflects waivers and reimbursements.
(2) The amount shown for a share outstanding throughout the period is not
in accord with the change in the aggregate gains and losses in
investments during the period because of the timing of sales and
repurchases of Fund shares in relation to fluctuating net asset value
during the period.
(3) Total return is calculated assuming a purchase of shares on the first
day and a sale of shares on the last day of the period reported and
will include reinvestments of dividends and distributions, if any.
Total return is not annualized.
(4) Without the waiver of advisory, administration and transfer agent fees
and without the reimbursement of certain operating expenses, the ratio
of expenses to average net assets annualized for the period ended March
31, 1997 would have been 3.66% for the Institutional Class.

-2-

<PAGE>

(5) Computed by dividing the total amount of commissions paid by the total
number of shares purchased and sold during the period subject to such
commissions.

HOW TO PURCHASE SHARES

THE LAST PARAGRAPH ON PAGE 7 OF THE PROSPECTUS IN THE SECTION TITLED "HOW
TO PURCHASE SHARES" IS REVISED TO READ IN ITS ENTIRETY AS FOLLOWS:

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

PURCHASES THROUGH INTERMEDIARIES

THE FOLLOWING PARAGRAPHS ARE ADDED TO THE PROSPECTUS AFTER THE THIRD FULL
PARAGRAPH ON PAGE 8:

"PURCHASES THROUGH INTERMEDIARIES

Shares of the Fund may be available through certain broker-dealers,
financial institutions and other industry professionals (collectively, "Service
Organizations"), which may impose certain conditions on their clients or
customers that invest in the Fund that are in addition to or different than
those described in this Prospectus, and may charge their clients or customers
direct fees. Generally, programs sponsored by Service Organizations do not
require customers to pay a transaction fee in connection with purchases. Certain
features of the Fund, such as the initial and subsequent investment minimums and
certain exchange restrictions, may be modified or waived by Service
Organizations in connection with omnibus accounts maintained by them. Service
Organizations may impose transaction or administrative charges or other direct
fees, which charges and fees would not be imposed if Fund shares are purchased
directly from the Fund. Therefore, a client or customer should contact the
Service Organization acting on his behalf concerning the fees (if any) charged
in connection with a purchase or redemption of Fund shares and should read this
Prospectus in light of the terms

-3-

<PAGE>

governing his accounts with the Service Organization. Service Organizations will
be responsible for promptly transmitting client or customer purchase and
redemption orders to the Fund in accordance with their agreements with the Fund
and with clients or customers.

Service Organizations that have entered into agreements with the Fund or
its agent may enter confirmed purchase orders on behalf of clients and
customers, with payment to follow no later than the Fund's pricing on the
following Business Day. If payment is not received by such time, the Service
Organization could be held liable for resulting fees or losses.

For administration, subaccounting, transfer agency and/or other services,
the Adviser, the Distributor or their affiliates may pay Service
Organizations and certain recordkeeping organizations a fee of up to .35% (the
"Service Fee") of the average annual value of accounts with the Fund maintained
by such Service Organizations or recordkeepers. A portion of the Service Fee may
be borne by the Fund as a transfer agency fee. The Service Fee payable to any
one Service Organization is determined based upon a number of factors, including
the nature and quality of services provided, the operations processing
requirements of the relationship and the standardized fee schedule of the
Service Organization or recordkeeper.

EXCHANGE PRIVILEGE

The exchange privilege will be available to shareholders residing in any
state in which the Shares being acquired may be legally sold. A shareholder may
exchange Shares of the Fund for Institutional Shares of another Boston Partners
Fund after it commences operations, up to three (3) times per year. Such
exchange will be effected at the net asset value of the exchanged Fund and the
net asset value of the Boston Partners Fund for which Shares will be exchanged
next determined after PFPC's receipt of a request for an exchange. An exchange
of Shares will be treated as a sale for federal income tax purposes. See
"Taxes."

A shareholder wishing to make an exchange may do so by sending a written
request to PFPC. In order to request exchanges by

-4-

<PAGE>

telephone, a shareholder must have completed and returned an account application
containing a telephone election. To add a telephone exchange feature to an
existing account that previously did not provide for this option, a Telephone
Exchange Authorization Form must be filed with PFPC. This form is available from
PFPC. Once this election has been made, the shareholder may simply contact PFPC
by telephone to request the exchange by calling (888) 261-4073. RBB will employ
reasonable procedures to confirm that instructions communicated by telephone are
genuine, and if RBB does not employ such procedures, it may be liable for any
losses due to unauthorized or fraudulent telephone instructions. Neither RBB nor
PFPC will be liable for any loss, liability, cost or expense for following RBB's
telephone transaction procedures described below or for following instructions
communicated by telephone that it reasonably believes to be genuine.

RBB's telephone transaction procedures include the following measures: (1)
requiring the appropriate telephone transaction privilege forms; (2) requiring
the caller to provide the names of the account owners, the account social
security number and name of the Fund, all of which must match RBB's records; (3)
requiring RBB's service representative to complete a telephone transaction form,
listing all of the above caller identification information; (4) permitting
exchanges only if the two account registrations are identical; (5) requiring
that redemption proceeds be sent only by check to the account owners of record
at the address of record, or by wire only to the owners of record at the bank
account of record; (6) sending a written confirmation for each telephone
transaction to the owners of record at the address of record within five (5)
business days of the call; and (7) maintaining tapes of telephone transactions
for six months, if the Fund elects to record shareholder telephone transactions.

For accounts held of record by broker-dealers (other than the Distributor),
financial institutions, securities dealers, financial planners and other
industry professionals, 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

-5-

<PAGE>

not be permitted in connection with IRA or other retirement plan accounts or by
an attorney-in-fact under a power of attorney.

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

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

EXCHANGE PRIVILEGE LIMITATIONS

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

Shareholders are entitled to three (3) substantive exchange redemptions (at
least 30 days apart) from the Fund during any twelve-month period.
Notwithstanding these limitations, the Fund reserves the right to reject any
purchase request (including exchange purchases from the Boston Partners Fund for
which Shares will be exchanged) that is deemed to be disruptive to efficient
portfolio management."

-6-

<PAGE>

TAXES

THE FOLLOWING SHOULD BE ADDED AS THE SECOND PARAGRAPH ON PAGE 11 OF THE
PROSPECTUS:

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

OTHER INFORMATION

HISTORICAL PRO-FORMA PERFORMANCE INFORMATION

THE "HISTORICAL PRO-FORMA PERFORMANCE INFORMATION" SECTION ON PAGE 12 OF
THE PROSPECTUS IS REVISED IN ITS ENTIRETY TO READ AS FOLLOWS:

"HISTORICAL PRO-FORMA PERFORMANCE INFORMATION

For the period from inception (January 2, 1997) through March 31, 1997, the
total return since inception (not annualized) for the Institutional Class of
Shares of the Fund was as follows:

For the period ended March 31, 1997
Since
INCEPTION
---------
Boston Partners Large Cap Value Fund ...................... 3.30%
(Institutional Class)

The total return assumes the reinvestment of all dividends and capital
gains and reflects fee waivers in effect. Without these waivers, the Fund's
performance would have been lower. Of course, past performance is no guarantee
of future results. Investment return and principal value will fluctuate, so that
Shares, when redeemed, may be worth more or less than the original cost. For
more information on performance, see "Performance and Yield Information" in the
Statement of Additional Information.

-7-

<PAGE>

The table below presents the Composite performance history of certain of
the Adviser's managed accounts on an annualized basis for periods ended March
31, 1997. 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 commenced operations on January 2,
1997. 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 and the Composite performance
figures would have been lower if subject to the higher fees and expenses
incurred by the Fund. The past performance of the funds and accounts which
comprise the Composite is not indicative of or a substitute for 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 1940 Act 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 to those in which accounts contained
in the Composite are invested.

For the periods ended March 31, 1997

Since
ONE YEAR INCEPTION
-------- ----------
Composite Performance...................... 23.89% 28.90%*
S&P 500 Stock Index........................ 19.82% 23.79%

The S&P 500 Stock Index is an unmanaged index of 500 selected common
stocks, most of which are listed on the New York Stock Exchange.

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

-8-

<PAGE>

THE ACCOUNT APPLICATION
(INSTITUTIONAL CLASS)

The revised account application attached hereto should be used in place of
the application contained in the Prospectus.

-9-
<PAGE>

BOSTON PARTNERS ASSET MANAGEMENT, L.P.
[GRAPHIC OMITTED]

BOSTON PARTNERS LARGE CAP VALUE FUND
(INVESTOR CLASS)

ACCOUNT APPLICATION
PLEASE NOTE: Do not use this form to open a retirement plan account. For an IRA
application or help with this Application, please call 1-888-261-4073

1
Account
Registration:

(Please check the appropriate box(es) below.)
[] Individual [] Joint Tenant [] Other

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NAME SOCIAL SECURITY NUMBER OR TAX ID # OF PRIMARY OWNER

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NAME OF JOINT OWNER JOINT OWNER SOCIAL SECURITY NUMBER OR TAX ID #
For joint accounts, the account registrants will be joint tenants with
right of survivorship and not tenants in common unless tenants in common or
community property registrations are requested.

- --------------
GIFT TO MINOR: [] UNIFORM GIFTS/TRANSFER TO MINOR'S ACT
- --------------

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NAME OF ADULT CUSTODIAN (ONLY ONE PERMITTED)

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NAME OF MINOR (ONLY ONE PERMITTED)

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MINOR'S SOCIAL SECURITY NUMBER AND DATE OF BIRTH

- ------------------
CORPORATION,
PARTNERSHIP, TRUST
OR OTHER ENTITY:
- ------------------

2
Mailing
Address:

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NAME OF CORPORATION, PARTNERSHIP, OR OTHER NAME(S) OF TRUSTEE(S)

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TAXPAYER IDENTIFICATION NUMBER

---------------------------------------------------------------------------
STREET OR P.O. BOX AND/OR APARTMENT NUMBER

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CITY STATE ZIP CODE

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DAY PHONE NUMBER EVENING PHONE NUMBER

3
Investment
Information:

Minimum initial investment of $2,500 Amount of investment $___________

Make the check payable to Boston Partners Large Cap Value Fund.

Shareholders may not purchase shares of this Fund with a check issued by a
third party and endorsed over to the Fund.

- ------------
DISTRIBUTION
OPTIONS:
- ------------

NOTE: Dividends and capital gains may be reinvested or paid by check. If no
options are selected below, both dividends and capital gains will be
reinvested in additional Fund shares.

DIVIDENDS [] Pay by check [] Reinvest []

CAPITAL GAINS [] Pay by check [] Reinvest []

- ----------
SYSTEMATIC
WITHDRAWAL
PLAN:
- ----------

To select this portion please fill out the information below:

Amount__________________________ Startup Month___________________________

Frequency Options: Annually [] Monthly [] Quarterly []

<PAGE>

- A minimum account value of $10,000 in a single account is required to
establish a Systematic Withdrawal Plan
- Payments will be made on or near the 25th of the month

Please check one of the following options: ________ Please mail checks to
Address of Record
(Named in Section 2)

________ Please electronically
credit my Bank of
Record (Named in
Section 5)

4
Telephone
Exchange and Redemption:

To use this option, you must initial the appropriate line below.

I authorize theTransfer Agent to accept instructions from any persons to
redeem or exchange shares in my account(s) by telephone in accordance with
the procedures and conditions set forth in the Fund's current prospectus.

--------------------- ---------------------
individual initial joint initial Redeem shares, and send the
proceeds to the address of
record.

--------------------- ---------------------
individual initial joint initial Exchange shares for shares
of another Boston Partners
Fund.

5
Automatic Investment Plan:

The Automatic Investment Plan which is available to shareholders of the
Fund, makes possible regularly scheduled purchases of Fund shares to allow
dollar-cost averaging.The Fund's Transfer Agent can arrange for an amount
of money selected by you to be deducted from your checking account and used
to purchase shares of the Fund.

Please debit $_________ from my checking account (named below) on or
about the 20th of the month. PLEASE ATTACH AN UNSIGNED, VOIDED CHECK.
[] Monthly [] Every Alternate Month [] Quarterly [] Other

- ---------------
BANK OF RECORD:
- ---------------

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BANK NAME STREET ADDRESS OR P.O. BOX

---------------------------------------------------------------------------
CITY STATE ZIP CODE

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BANK ABA NUMBER BANK ACCOUNT NUMBER

6
Signatures:

The undersigned warrants that I (we) have full authority and, if a natural
person, I (we) am (are) of legal age to purchase shares pursuant to this
Account Application, and I (we) have received a current prospectus for the
Fund in which I (we) am (are) investing.
Under the Interest andDividend Tax Compliance Act of 1983, the Fund is
required to have the following certification:
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification
number (or I am waiting for a number to be issued to), and
(2) I am not subject to backup withholding because (a) I am exempt from
backup withholding, or (b) I have not been notified by
theInternalRevenue Service that I am subject to 31% backup withholding
as a result of a failure to report all Interest or dividends, or (c)
the IRS has notified me that I am no longer subject to backup
withholding.

---------------------------------------------------------------------------
SIGNATURE OF APPLICANT DATE

---------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)

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SIGNATURE OF JOINT OWNER DATE

---------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)

(If you are signing for a corporation, you must indicate corporate office
or title.If you wish additional signatories on the account, please include
a corporate resolution. If signing as a fiduciary, you must indicate
capacity.)
For information on additional options, such as IRA Applications, rollover
requests for qualified retirement plans, or for wire instructions, please
call us at 1-888-261-4073.
MAIL COMPLETED ACCOUNT APPLICATION AND CHECK TO: THE BOSTON PARTNERS LARGE
CAP VALUE FUND
<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%
====

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* 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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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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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.

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

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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.

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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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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

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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.

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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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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

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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

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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

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.

A request for redemption must be signed by all persons in whose names the
Shares are registered. Signatures must conform exactly to the account
registration. If the proceeds of the redemption would exceed $10,000, or if the
proceeds are not to be paid to the record owner at the record address, or if the
shareholder is a corporation, partnership, trust or fiduciary, signature(s) must
be guaranteed by an eligible guarantor institution, as defined by SEC rules.

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Generally, a properly signed written request with any required signature
guarantee is all that is required for a redemption. In some cases, however,
other documents may be necessary. 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.

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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

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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.

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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

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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>
PROSPECTUS
APRIL --, 1997

BOSTON PARTNERS
LARGE CAP
VALUE FUND
(INVESTOR SHARES)
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
[GRAPHIC OMITTED]

<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 the Investor Class ("Shares") offered by this Prospectus
represent interests 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 its objectives 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 equity securities that possess value characteristics. 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 April --, 1997, has been filed with the Securities
and Exchange Commission and is incorporated by reference in this Prospectus. It
may be obtained free of charge from the Fund by calling (800) 311-9783 or 9829.
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).

- --------------------------------------------------------------------------------
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 April --, 1997

<PAGE>

INTRODUCTION
- --------------------------------------------------------------------------------

RBB is an open-end management investment company incorporated under the
laws of the State of Maryland currently operating or proposing to operate twenty
separate investment portfolios. The Shares offered by this Prospectus represent
interests 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 expense 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 initial fiscal period ending August 31, 1997.

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

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

*In the absence of fee 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 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, the Adviser is
under no obligation with respect to such waivers and there can be no assurance
that any future waivers of Management Fees will not vary from the figures
reflected in the Fee Table.

The Example in the Fee Table assumes that all dividends and distributions
are reinvested and that the amounts listed under "Annual Fund Operating Expenses
After Fee 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.

<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The "Financial Highlights" presented below set forth certain investment
results for shares of the Investor Class of the Fund for the period indicated.
The Investor class commenced operations on January 16, 1997. The financial data
included in this table has been derived from unaudited financial statements,
which are included in the Statement of Additional Information. The Financial
Highlights should be read in conjunction with such financial statements. Further
information about the performance of the Investor Class of the Fund is available
in the Semi-Annual Report to Shareholders. Both the Statement of Additional
Information and the Semi-Annual Report to Shareholders may be obtained from the
Fund free of charge by calling the telephone number on page 1 of the prospectus.

FOR THE PERIOD
JANUARY 16, 1997*
THROUGH
MARCH 31, 1997
-----------------
(UNAUDITED)
INVESTOR
-----------------
PER SHARE OPERATING PERFORMANCE**
Net asset value, beginning of period ........................ $10.20
------
Net investment income(1) .................................... 0.02
Net realized and unrealized gain on investments(2) .......... 0.11
------
Net increase in net assets resulting from operations ........ 0.13
------
Net asset value, end of period .............................. $10.33
======
Total investment return(3) .................................. 1.27%
======
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) ................... $113
Ratio of expenses to average net assets***(1)(4) ............ 1.25%
Ratio of net investment income to average net assets***(1) .. 1.10%
Portfolio turnover rate**** ................................. 29.00%
Average commission rate per share(5) ........................ $0.0383

- -----------
* Commencement of operations.
** Calculated based on shares outstanding on the first and last day of the
period, except dividends and distributions, if any, which are based on
actual shares outstanding on the dates of distributions.
*** Annualized.
**** Not annualized.
(1) Reflects waivers and reimbursements.
(2) The amount shown for a share outstanding throughout the period is not in
accord with the change in the aggregate gains and losses in investments
during the period because of the timing of sales and repurchases of Fund
shares in relation to fluctuating net asset value during the period.
(3) Total return is calculated assuming a purchase of shares on the first day
and a sale of shares on the last day of the period reported and will
include reinvestments of dividends and distributions, if any. Total return
is not annualized.
(4) Without the waiver of advisory, administration and transfer agent fees and
without the reimbursement of certain operating expenses, the ratio of
expenses to average net assets annualized for the period ended March 31,
1997 would have been 3.51% for the Investor Class.
(5) Computed by dividing the total amount of commissions paid by the total
number of shares purchased and sold during the period subject to such
commissions.

<PAGE>

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
objectives by investing under normal market conditions 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 equity securities possessing value characteristics.

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, earnings power and growth and other
investment criteria. Major emphasis is placed on industries and issuers that are
considered by the Adviser to have particular possibilities for long-term growth.
In general, the Fund's investments are broadly diversified over a number of
industries and, as a matter of 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
operating 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.

The Fund may invest the remainder of its total assets in equity securities
of issuers with lower capitalizations; 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 agreements, 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, as amended (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.

The Fund may 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.

<PAGE>

While the Adviser intends to fully invest the Fund's assets at all times in
accordance with the above-mentioned policies, 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 would
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 objectives and the policies described above may be
changed by RBB's Board of Directors without the affirmative vote of the holders
of a majority of the outstanding Shares representing interests 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:

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 outstanding borrowings (including reverse repurchase
agreements, dollar rolls and borrowings from banks) are in excess of 5% of
its total assets. 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

<PAGE>

RISK FACTORS
- --------------------------------------------------------------------------------

As with other mutual funds, there can be no assurance that the Fund will
achieve its objectives. The net asset value per share of Shares representing
interests 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
Polices."

Investment methods described in this Prospectus are among those which the
Fund has the power to utilize. Some may be employed on a regular basis; others
may not be used at all. Accordingly, reference to any particular method or
technique carries no implication that it will be utilized or, if it is, that it
will be successful.

MANAGEMENT
- --------------------------------------------------------------------------------

BOARD OF DIRECTORS

The business and affairs of RBB and the Fund are managed under the
direction of 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 April 1, 1997, in excess of $8 billion.

Subject to the supervision and direction of RBB's Board of Directors, the
Adviser manages the Fund's portfolio in accordance with the Fund's investment
objectives 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. For its services
to the Fund, the Adviser is paid a monthly advisory fee computed at an annual
rate of 0.75% of the Fund's average daily net assets.

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 $2.4 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 administration and operations, including
matters relating to the maintenance of financial records and accounting. For its
service, 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.

<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 ("Authorized Dealers") for the provision of certain shareholder
support services to customers of such Authorized Dealers who are shareholders of
the Fund. The services provided and the fees payable by the Fund for these
services are described in the Statement of Additional Information under
"Investment Advisory, Distribution and Servicing Arrangements."

EXPENSES

The expenses of the 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 the Adviser 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. To the
extent any service providers assume 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.

PORTFOLIO TRANSACTIONS

Transactions for the Fund may be effected through broker/dealers, subject
to the requirements of best execution. 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. 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
agreement (the "Distribution Agreement") with RBB on behalf of the Shares.

The Board of Directors of RBB approved and adopted a Distribution Agreement
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

<PAGE>

from the Fund a distribution fee, which is accrued daily and paid monthly, of up
to 0.25% on an annualized basis of the average daily net assets of the Fund. The
actual amount of such compensation under the Plan is agreed upon by RBB's Board
of Directors and by the Distributor in the Distribution Agreement. 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 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 Plan. The Distributor may delegate some or
all of these functions to Service Agents. See "How to Purchase Shares
- --Purchases Through Intermediaries.

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 Agreement. Payments under the Plan are not tied exclusively to
expenses actually incurred by the Distributor and payments may exceed
distribution expenses actually incurred.

The Fund or its affiliates may, at its own expense, provide promotional
incentives for qualified recipients who support the sale of shares of the Fund,
consisting of securities dealers who have sold Fund shares or others, including
banks and other financial institutions, under special arrangements. Incentives
may include opportunities to attend business meetings, conferences, sales or
training programs for employees or clients and other programs or events and may
also include opportunities to participate in advertising or sales campaigns
and/or shareholder services and programs regarding the Fund. The Fund or its
affiliates may pay for travel, meals and lodging in connection with promotions.
In some instances, these incentives may be offered only to certain institutions
whose representatives provide services in connection with the sale or expected
sale of significant amounts of Fund shares.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

GENERAL
Shares representing interests in the Fund are offered continuously for sale
by the Distributor and may be purchased without imposition of a sales charge.
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. 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. 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 $100. 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, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day
and on the preceding

<PAGE>

Friday or subsequent Monday when one of these holidays falls on a Saturday or
Sunday, respectively. Shares are offered at the next determined net asset value
per share.

The price paid for Shares purchased initially or acquired through the
exercise of an exchange privilege is based on the net asset value next computed
after an order is received provided such order is transmitted to and received by
the Fund or its agents prior to the close of the NYSE. Orders received by the
Fund or its agents after the close of the NYSE (currently 4:00 p.m. Eastern
Time) 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.

Provided that the investment is at least $2,500, an investor may also
purchase Shares by having his bank or her 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. 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.

B. Telephone the Fund's 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.

C. 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: Boston Partners Large Cap Value Fund
AMOUNT: (amount to be invested)

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

PURCHASES THROUGH INTERMEDIARIES

Shares of the Fund may be available through certain broker-dealers,
financial institutions and other industry professionals (collectively, "Service
Organizations"), which may impose certain conditions on their clients or
customers that invest in the Fund, which are in addition to or different than
those described in this Prospectus, and may charge their clients or customers
direct fees. Generally, programs sponsored by Service Organizations do not
require customers to pay a transaction fee in connection with purchases. Certain
features of the Fund, such as the initial and subsequent investment minimums and
certain exchange restrictions, may be modified or waived by Service
Organizations in connection with omnibus accounts maintained by them. Service
Organizations may impose transaction or administrative charges or other direct
fees, which charges and fees would not be imposed if Fund shares are purchased
directly from the Fund. Therefore, a client or customer should contact the
Service Organization acting on his behalf concerning the fees (if any) charged
in connection with a purchase or redemption of Fund shares and should read this
Prospectus in light of the terms governing his accounts with the Service
Organization. Service Organizations will be responsible for promptly

<PAGE>

transmitting client or customer purchase and redemption orders to the Fund in
accordance with their agreements with the Fund and with clients or customers.

For administration, subaccounting, transfer agency and/or other services,
the Adviser, the Distributor or their affiliates may pay Service Organizations
and certain recordkeeping organizations a fee of up to .35% (the "Service Fee")
of the average annual value of accounts with the Fund maintained by such Service
Organizations or recordkeepers. A portion of the Service Fee may be borne by the
Fund as a transfer agency fee. The Service Fee payable to any one Service
Organization is determined based upon a number of factors, including the nature
and quality of services provided, the operations processing requirements of the
relationship and the standardized fee schedule of the Service Organization or
recordkeeper.

EXCHANGE PRIVILEGE

The exchange privilege will be available to shareholders residing in any
state in which the Shares being acquired may be legally sold. A shareholder may
exchange Shares of the Fund for Investor Shares of another Boston Partners Fund
after it commences operations, up to three (3) times per year. Such exchange
will be effected at the net asset value of the exchanged Fund and the net asset
value of the Boston Partners Fund for which Shares will be exchanged next
determined after PFPC's receipt of a request for an exchange. An exchange of
Shares will be treated as a sale for federal income tax purposes. See "Taxes."

A shareholder wishing to make an exchange may do so by sending a written
request to PFPC. In order to request exchanges by telephone, a shareholder must
have completed and returned an account application containing a telephone
election. To add a telephone exchange feature to an existing account that
previously did not provide for this option, a Telephone Exchange Authorization
Form must be filed with PFPC. This form is available from PFPC. Once this
election has been made, the shareholder may simply contact PFPC by telephone to
request the exchange by calling (888) 261-4073. RBB will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine,
and if RBB does not employ such procedures, it may be liable for any losses due
to unauthorized or fraudulent telephone instructions. Neither RBB nor PFPC will
be liable for any loss, liability, cost or expense for following RBB's telephone
transaction procedures described below or for following instructions
communicated by telephone that it reasonably believes to be genuine.

<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

BOSTON PARTNERS ASSET MANAGEMENT, L.P.
[GRAPHIC OMITTED]

BOSTON PARTNERS LARGE CAP VALUE FUND
(INVESTOR CLASS)

ACCOUNT APPLICATION
PLEASE NOTE: Do not use this form to open a retirement plan account. For an IRA
application or help with this Application, please call 1-888-261-4073

1
Account
Registration:

(Please check the appropriate box(es) below.)
[] Individual [] Joint Tenant [] Other

---------------------------------------------------------------------------
NAME SOCIAL SECURITY NUMBER OR TAX ID # OF PRIMARY OWNER

- --------------
GIFT TO MINOR: [] UNIFORM GIFTS/TRANSFER TO MINOR'S ACT
- --------------

---------------------------------------------------------------------------
NAME OF ADULT CUSTODIAN (ONLY ONE PERMITTED)

---------------------------------------------------------------------------
NAME OF MINOR (ONLY ONE PERMITTED)

---------------------------------------------------------------------------
MINOR'S SOCIAL SECURITY NUMBER AND DATE OF BIRTH

- ------------------
CORPORATION,
PARTNERSHIP, TRUST
OR OTHER ENTITY:
- ------------------

2
Mailing
Address:

---------------------------------------------------------------------------
NAME OF CORPORATION, PARTNERSHIP, OR OTHER NAME(S) OF TRUSTEE(S)

---------------------------------------------------------------------------
TAXPAYER IDENTIFICATION NUMBER

---------------------------------------------------------------------------
STREET OR P.O. BOX AND/OR APARTMENT NUMBER

---------------------------------------------------------------------------
CITY STATE ZIP CODE

---------------------------------------------------------------------------
DAY PHONE NUMBER EVENING PHONE NUMBER

3
Investment
Information:

Minimum initial investment of $2,500 Amount of investment $___________

Make the check payable to Boston Partners Large Cap Value Fund.

Shareholders may not purchase shares of this Fund with a check issued by a
third party and endorsed over to the Fund.

- ------------
DISTRIBUTION
OPTIONS:
- ------------

NOTE: Dividends and capital gains may be reinvested or paid by check. If no
options are selected below, both dividends and capital gains will be
reinvested in additional Fund shares.

DIVIDENDS [] Pay by check [] Reinvest []

CAPITAL GAINS [] Pay by check [] Reinvest []

- ----------
SYSTEMATIC
WITHDRAWAL
PLAN:
- ----------

To select this portion please fill out the information below:

Amount__________________________ Startup Month___________________________

Frequency Options: Annually [] Monthly [] Quarterly []

<PAGE>

- A minimum account value of $10,000 in a single account is required to
establish a Systematic Withdrawal Plan
- Payments will be made on or near the 25th of the month

Please check one of the following options: ________ Please mail checks to
Address of Record
(Named in Section 2)

________ Please electronically
credit my Bank of
Record (Named in
Section 5)

4
Telephone
Exchange and Redemption:

To use this option, you must initial the appropriate line below.

--------------------- ---------------------
individual initial joint initial Redeem shares, and send the
proceeds to the address of
record.

--------------------- ---------------------
individual initial joint initial Exchange shares for shares
of another Boston Partners
Fund.

5
Automatic Investment Plan:

Please debit $_________ from my checking account (named below) on or
about the 20th of the month. PLEASE ATTACH AN UNSIGNED, VOIDED CHECK.
[] Monthly [] Every Alternate Month [] Quarterly [] Other

- ---------------
BANK OF RECORD:
- ---------------

---------------------------------------------------------------------------
BANK NAME STREET ADDRESS OR P.O. BOX

---------------------------------------------------------------------------
CITY STATE ZIP CODE

---------------------------------------------------------------------------
BANK ABA NUMBER BANK ACCOUNT NUMBER

6
Signatures:

---------------------------------------------------------------------------
SIGNATURE OF APPLICANT DATE

---------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)

---------------------------------------------------------------------------
SIGNATURE OF JOINT OWNER DATE

---------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)

<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

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

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

EXCHANGE PRIVILEGE LIMITATIONS

Shareholders are entitled to three (3) substantive exchange redemptions (at
least 30 days apart) from the Fund during any twelve-month period.
Notwithstanding these limitations, the Fund reserves the right to reject any
purchase request (including exchange purchases) that is deemed to be disruptive
to efficient portfolio management.

AUTOMATIC INVESTING

Additional investments in Shares may be made automatically by authorizing
the Fund's transfer agent to withdraw funds from your bank account. Investors
desiring to participate in the Automatic Investment Plan should call the Fund's
transfer agent, PFPC, at (888) 261-4073 to obtain the appropriate forms.

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 Fund's transfer
agent, PFPC, at (888) 261-4073. 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

<PAGE>

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. In order to request redemptions by
telephone, a shareholder must have completed and returned an account application
containing a telephone redemption election. 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 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.

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 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 on or 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.

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 the Automatic
Investment Plan. 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

<PAGE>

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

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 permitted by the 1940 Act. 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 it 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 each class of the Fund is calculated by adding the
value of all of the Fund's securities to cash and other assets of the class,
deducting the actual and accrued liabilities of each class and dividing by the
total number of Shares of the class outstanding. The net asset value is
calculated as of the close of regular trading on the NYSE, generally 4:00 p.m.
Eastern time on each Business Day.

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.

<PAGE>

TAXES
- --------------------------------------------------------------------------------

The following discussion is only a brief summary of some of the important
tax considerations generally affecting the Fund and its shareholders and is not
intended as a substitute for careful tax planning. Accordingly, investors in the
Fund 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.

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.

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 Shares immediately prior to a distribution will nevertheless be taxed
on the entire amount of the distribution received, although the distribution is,
in effect, a return of capital.

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

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

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 will quote 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.

<PAGE>

DESCRIPTION OF SHARES
- --------------------------------------------------------------------------------

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

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED
HEREIN RELATE PRIMARILY TO THE BOSTON PARTNERS LARGE CAP VALUE FUND AND DESCRIBE
ONLY THE INVESTMENT OBJECTIVES AND POLICIES, OPERATIONS, CONTRACTS AND OTHER
MATTERS RELATING TO THE BOSTON PARTNERS LARGE CAP VALUE FUND.

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.

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

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
of 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 April 1, 1997, 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

SHARE CERTIFICATES

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

<PAGE>

HISTORICAL PRO-FORMA PERFORMANCE INFORMATION

For the period from commencement of operations (January 16, 1997) through
March 31, 1997, the total return (not annualized) for the Investor Class of
Shares of the Fund was as follows:

For the Period Ended March 31, 1997
Since
Inception
---------
Boston Partners Large Cap Value Fund
(Investor Shares) ........................................... 1.27%

The table below presents the Composite performance history of certain of
the Adviser's managed accounts on an annualized basis for the period ended March
31, 1997. 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 commenced operations on January 16,
1997. 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 and the Composite performance
figures would have been lower if subject to the higher fees and expenses
incurred by the Fund. The past performance of the funds and accounts which
comprise the Composite is not indicative of or a substitute for 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 1940 Act 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 Periods Ended March 31, 1997
Since
One Year Inception
-------- ----------
Composite Performance .................. 23.89% 28.90%*
S&P 500 Stock Index .................... 19.82% 23.77%

The S & P 500 Stock Index is an unmanaged index of 500 selected common
stocks, most of which are listed on the New York Stock Exchange.

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

<PAGE>

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. 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.

<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

- --------------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE
----
INTRODUCTION .......................................................... 2
FINANCIAL HIGHLIGHTS .................................................. 3
INVESTMENT OBJECTIVES AND POLICIES .................................... 4
INVESTMENT LIMITATIONS ................................................ 5
RISK FACTORS .......................................................... 6
MANAGEMENT ............................................................ 6
DISTRIBUTION OF SHARES ................................................ 7
HOW TO PURCHASE SHARES ................................................ 8
HOW TO REDEEM SHARES .................................................. 11
NET ASSET VALUE ....................................................... 13
DIVIDENDS AND DISTRIBUTIONS ........................................... 13
TAXES ................................................................. 14
MULTI-CLASS STRUCTURE ................................................. 14
DESCRIPTION OF SHARES ................................................. 15
OTHER INFORMATION ..................................................... 15

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
Drinker Biddle & Reath LLP
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

April __, 1997

This Statement of Additional Information provides
supplementary information pertaining to shares of the Advisor, Investor and
Institutional Classes (the "Shares") representing interests in the Boston
Partners Large Cap Value Fund (the "Fund") of The RBB Fund, Inc. ("RBB"). This
Statement of Additional Information is not a prospectus, and should be read only
in conjunction with one or more of the Prospectuses of the Fund, which are dated
December 1, 1996 and April ___, 1997 in the case of the Investor Class
Prospectus (together, the "Prospectus"). A copy of any of the Prospectuses may
be obtained from the Fund by calling toll-free (800) 311-9783 or 9829.

CONTENTS

INSTITUTIONAL/
ADVISOR INVESTOR
PROSPECTUS PROSPECTUS
PAGE PAGE PAGE

General................................ 2 2 1
Investment Objectives and Policies..... 2 4 4
Directors and Officers................. 12 N/A N/A
Investment Advisory, Distribution
and Servicing Arrangements........... 16 6 6
Portfolio Transactions................. 19 8 7
Purchase and Redemption Information.... 21 9,13 8,11
Valuation of Shares.................... 22 14 13
Performance Information ............... 22 18 16
Taxes.................................. 24 15 14
Additional Information Concerning
RBB Shares........................... 27 15 15
Miscellaneous.......................... 30 N/A N/A
Financial Statements................... 40 N/A N/A
Appendix A............................. A-1 N/A 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 twenty separate
investment portfolios. RBB was organized as a Maryland corporation on February
29, 1988. The Institutional Shares of the Fund were first issued on January
2, 1997. The Investor Shares of the Fund were first issued on January 16,
1997. As of the date of this Statement of Additional Information, no Advisor
Shares had been issued.

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

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<PAGE>

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
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

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<PAGE>

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 nonbank
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 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.

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, as
amended (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 or liquid 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

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<PAGE>

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 contracts 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. 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 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.

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<PAGE>

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,
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.

SEC Rule 144A 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

-6-

<PAGE>

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 futures
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 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

-7-

<PAGE>

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 AND CORPORATE 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.

The Fund may invest in debt obligations, such as bonds and
debentures, issued by corporations and other business organizations that are
rated at the time of purchase within the three highest ratings categories of S&P
or Moody's (or which, if unrated, are determined by the Adviser to be of
comparable quality). Unrated securities will be determined to be of the
comparable quality to rated debt obligations if, among other things, other
outstanding obligations of the issuers of such

-8-

<PAGE>

securities are rated A or better.

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 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.

FOREIGN SECURITIES. The Fund may invest in foreign securities,
either directly or indirectly through American Depository Receipts and European
Depository Receipts. Investments in foreign securities involve higher costs than
investments in U.S. securities, including higher transaction costs as well as
the imposition of additional taxes by foreign governments. In addition, foreign
investments may include additional risks associated with currency exchange
rates, less complete financial information about the issuers, less market
liquidity and political stability. Future political and economic information,
the possible imposition of withholding taxes on interest income, the possible
seizure or nationalization of foreign holdings, the possible establishment of
exchange controls, or the adoption of other governmental restrictions, might
adversely affect the payment of principal and interest on foreign obligations.

Although the Fund may invest in securities denominated in
foreign currencies, the Fund values its securities and other assets in U.S.
dollars. As a result, the net asset value of a Fund's shares may fluctuate with
U.S. dollar exchange rates as well as the price changes of the Fund's securities
in the various local markets and currencies. Thus, an increase in the value of
the U.S. dollar compared to the currencies in which the Fund

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<PAGE>

makes its investments could reduce the effect of increases and magnify the
effect of decreases in the price of the Fund's securities in their local
markets. Conversely, a decrease in the value of the U.S. dollar may have the
opposite effect of magnifying the effect of increases and reducing the effect of
decreases in the prices of the Fund's securities in foreign markets. In addition
to favorable and unfavorable currency exchange rate developments, the Fund is
subject to the possible imposition of exchange control regulations or freezes on
convertibility of currency.

INVESTMENT LIMITATIONS.

RBB 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;

2. Issue any senior securities, except as permitted under the
1940 Act;

3. Act as an underwriter of securities within the meaning of
the Securities Act 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;

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

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<PAGE>

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.

For purposes of Investment Limitation No. 1, any collateral
arrangements with respect to 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. For
purposes of Investment Limitation No. 2, neither the foregoing arrangements nor
the purchase or sale of futures or related options are deemed to be the issuance
of senior securities for purposes of Investment Limitation No. 2.

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 rata
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.

Except as required by the 1940 Act with respect 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.

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<PAGE>

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 RBB, their ages,
business addresses and principal occupations during the past five years are:

================================================================================
NAME AND ADDRESS AND POSITION PRINCIPAL OCCUPATION
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, Warburg, Pincus
Counsellors, Inc.;
Director and Executive
Officer of Counsellors
Securities Inc; Director/
Trustee of various
investment companies
advised by Warburg, Pincus
Counsellors, Inc.

*Robert Sablowsky -58 Director Senior Vice President,
110 Wall Street Fahnestock Co., Inc.;
New York, NY 10005 Prior to 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 19111 Cancer Center (Biomedical
research and medical
care).

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<PAGE>

================================================================================
NAME AND ADDRESS AND POSITION PRINCIPAL OCCUPATION
AGE WITH FUND DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------
Marvin E. Sternberg -62 Director Since 1974, Chairman,
937 Mt. Pleasant Road Director and President,
Bryn Mawr, PA 19010 Moyco Industries, Inc.
(manufacturer of dental
supplies and precision
coated abrasives); Since
1968, Director and
President, Mart MMM, Inc.
(formerly Montgomeryville
Merchandise Mart Inc.)
and Mart PMM, Inc.
(formerly Pennsauken
Merchandise Mart, Inc.)
(Shopping Centers); and
Since 1975, Director and
Executive vice President,
Cellucap Mfg. Co., Inc.
(manufacturer of
disposable headwear).

Julian A. Brodsky -63 Director Director and Vice Chairman
1234 Market Street since 1969 Comcast
16th Floor Corporation (cable
Philadelphia, PA 19107- television and
3723 communication); Director
Comcast Cablevision of
Philadelphia (cable
television and
communications) and
Nextel (wireless
communication).

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

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<PAGE>

================================================================================
NAME AND ADDRESS AND POSITION PRINCIPAL OCCUPATION
AGE WITH FUND DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------
Edward J. Roach -72 President Certified Public
Suite 100 and Accountant; Vice Chairman
Bellevue Park Treasurer of the Board, Fox Chase
Corporate Center Cancer Center; Trustee
400 Bellevue Parkway Emeritus, Pennsylvania
Wilmington, DE 19809 School for the Deaf;
Trustee Emeritus,
Immaculata College;
President or Vice
President and Treasurer
of various investment
companies advised by PNC
Institutional Management
Corporation; Director,
The Bradford Funds, Inc.

Morgan R. Jones -56 Secretary Chairman of the law firm
PNB Bank Building of Drinker Biddle &
1345 Chestnut Street Reath, Philadelphia,
Philadelphia, PA 19107- Pennsylvania; Director,
3496 Rocking Horse Child Care
Centers of America, Inc.

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

* Mr. Reichman is an "interested person" of RBB as that term is defined
in the 1940 Act by virtue of his position with Counsellors Securities
Inc., RBB's distributor. Mr. Sablowsky is an "interested person" of RBB
by virtue of his position with Fahnstock Co., Inc,. a registered broker
dealer.

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

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

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

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<PAGE>

RBB 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. In
addition, the Chairman of RBB receives an additional fee of $5,000 per year for
his services in this capacity. Directors who are not affiliated persons of RBB
are reimbursed for any expenses incurred in attending meetings of the Board of
Directors or any committee thereof. For the year ended August 31, 1996, each of
the following members of the Board of Directors received compensation from RBB
in the following amounts:

DIRECTORS' COMPENSATION

Total
Pension or Compensation
Retirement from
Benefits Estimated Registrant
Aggregate Accrued as Annual and Fund
Compensation Part of Benefits Complex
Name of from Fund Upon Paid1 to
PERSON/POSITION REGISTRANT EXPENSES RETIREMENT DIRECTORS

Julian A. Brodsky, $12,525 N/A N/A $12,525
Director

Francis J. McKay, 15,975 N/A N/A 15,975
Director

Marvin E. Sternberg, 16,725 N/A N/A 16,725
Director

Donald Van Roden, 21,025 N/A N/A 21,025
Director

Arnold M. Reichman, 0 N/A N/A 0
Director

Robert Sablowsky, 0 N/A N/A 0
Director

On October 24, 1990 RBB 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 RBB will
contribute on a monthly basis amounts equal to 10% of the monthly compensation
of

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

1 A Fund Complex Means two or more investment companies
that hold themselves out to investors as related
companies for purposes of investment and investor
services, or have a common investment adviser or have
an investment adviser that is an affiliated person of
the investment adviser of any other investment
companies.

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<PAGE>

each eligible employee. By virtue of the services performed by RBB's
advisers, custodians, administrators and distributor, RBB itself requires only
one part-time employee. No officer, director or employee of Boston Partners or
the Distributor currently receives any compensation from RBB.

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 RBB's Board of Directors in
such manner as the Board determines to be fair and equitable. In addition to the
expenses listed in the prospectus, expenses borne by a portfolio include, but
are not limited to, the following (or a portfolio's share of the following): (a)
expenses of organizing the Fund that are not attributable to a class of the
Fund; (b) 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; (c) fees, voluntary assessments and other expenses
incurred in connection with membership in investment company organizations; and
(d) the cost of investment company literature and other publications provided by
the Fund to its directors and officers. Distribution expenses, transfer agency
expenses, expenses of preparation, printing and mailing prospectuses, statements
of additional information, proxy statements and reports to shareholders, and
organizational expenses and registration fees, identified as belonging to a
particular class of the Fund, are allocated to such class.

Under the Advisory Contract, Boston Partners will not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Fund or RBB in connection with the performance of the Advisory Contract,
except a loss resulting

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<PAGE>

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 RBB's Board of Directors, including a majority of those
directors who are not parties to the Advisory Contracts or interested persons
(as defined in the 1940 Act) of such parties. The Advisory Contract was approved
by RBB's initial shareholder. The Advisory Contract is terminable by vote of
RBB'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 RBB. 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 its assignment.

CUSTODIAN AND TRANSFER AGENCY AGREEMENTS. PNC Bank, National
Association ("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 RBB'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 (together, 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 of the
Shares, including reports to shareholders, dividend

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<PAGE>

and distribution notices and proxy materials for its meetings of shareholders,
(c) maintains shareholder accounts and, if requested, sub-accounts and (d) makes
periodic reports to RBB's Board of Directors concerning the operations of the
Fund. PFPC may, on 30 days' notice to RBB, assign its duties as transfer and
dividend disbursing agent to any other affiliate of PNC Bank. 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 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 RBB
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.

DISTRIBUTION AGREEMENT. Pursuant to the terms of a
distribution agreement, dated as of April 10, 1991, and supplements (together,
the "Distribution Agreement") entered into by the Distributor and RBB on behalf
of the Institutional, Investor and Advisor Classes, and Plans of Distribution
for the Institutional, Investor and Advisor Classes (together, the "Plans"),
which were adopted by RBB in the manner prescribed by Rule 12b-1 under the 1940
Act, the Distributor will use appropriate efforts to solicit orders for the sale
of Fund shares. As compensation for its distribution services, the Distributor
receives, pursuant to the terms of the Distribution Agreement, 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.

On October 16, 1996, the Plans were approved by RBB's
Board of Directors, including the directors who are not "interested persons" of
the Fund and who have no direct or

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<PAGE>

indirect financial interest in the operation of the Plans or any agreements
related to the Plans ("12b-1 Directors"). RBB believes that the Plans may
benefit the Fund by increasing Fund shares.

Among other things, the Plans provide that: (1) the
Distributor shall be required to submit quarterly reports to the directors of
RBB 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 RBB'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 RBB's
directors who are not "interested persons" of RBB (as defined in the 1940 Act)
shall be committed to the discretion of such directors who are not "interested
persons" of RBB.

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.

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 RBB's
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

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<PAGE>

will be in addition to, and not in lieu of, the services required to be
performed by Boston Partners under its contract. A commission paid to such
brokers may be higher than that which another qualified broker would have
charged for effecting the same transaction, provided that Boston Partners
determines in good faith that such commission is reasonable in terms either of
the transaction or the overall responsibility of Boston Partners to the 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 RBB'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

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<PAGE>

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

RBB 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 RBB
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. RBB 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, RBB 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. (RBB
may also suspend or postpone the recordation of the transfer of its shares upon
the occurrence of any of the foregoing conditions.)

The computation of the hypothetical offering price per share
of an Institutional and Investor Share of the Fund based on the value of the
Fund's net assets on March 31, 1997 and the Fund's Institutional and Investor
Shares outstanding on such date is as follows:

Boston Partners
Large Cap Value Fund
Institutional
SHARES INVESTOR SHARES

Net Assets $7,631,331 $112,711
Outstanding Shares 738,812 10,916
Sales Load N/A N/A
Maximum Offering
Price to Public $10.33 $10.33

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<PAGE>

On March 31, 1997, no Advisor Shares were issued and
outstanding.

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 RBB's Board of
Directors. The amortized cost method of valuation may also be used with respect
to debt obligations with sixty days or less remaining to maturity.

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

PERFORMANCE INFORMATION

TOTAL RETURN. The Fund may from time to time advertise its
"average annual total return." The Fund computes such return separately for each
class of shares by determining the average annual compounded rate of return
during specified periods that equates the initial amount invested to the ending

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<PAGE>

redeemable value of such investment according to the following formula:

ERV l/n
T = [(-----) - 1]
-------------
P

Where: T = average annual total return;

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

P = hypothetical initial payment of $1,000; and

n = period covered by the computation, expressed
in years.

The Fund may from time to time advertise its "aggregate total
return." The Fund computes such returns separately for each class of shares by
determining the aggregate compounded rates of return during specified periods
that likewise equate the initial amount invested to the ending redeemable value
of such investment. The formula for calculating aggregate total return is as
follows:

ERV
Aggregate Total Return = [(-----) - l]
P

The calculations are made assuming that (1) all dividends and
capital gain distributions are reinvested on the reinvestment dates at the price
per share existing on the reinvestment date, (2) all recurring fees charged to
all shareholder accounts are included, and (3) for any account fees that vary
with the size of the account, a mean (or median) account size in the Fund during
the periods is reflected. The ending redeemable value (variable "ERV" in the
formula) is determined by assuming complete redemption of the hypothetical
investment after deduction of all nonrecurring charges at the end of the
measuring period.

Total return since inception (not annualized) for Investor and
Institutional Shares of the Fund for the periods January 16, 1997 and January 2,
1997, respectively (inception) through March 31, 1997 were 1.27% and 3.30%,
respectively. During the period, the Advisor Shares had not yet commenced
operations.

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<PAGE>

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

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<PAGE>

or are reinvested in shares. Shareholders receiving any distribution from the
Fund in the form of additional shares will be treated as receiving a taxable
distribution in an amount equal to the fair market value of the shares received,
determined as of the reinvestment date.

The Fund intends to distribute to shareholders its net capital
gain (excess of net long-term capital gain over net short-term capital loss), 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 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 earnings 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

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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.

A shareholder will recognize gain or loss upon a redemption of
shares or an exchange of shares of the Fund for shares of another Boston
Partners Fund upon exercise of the exchange privilege, to the extent of any
difference between the price at which the shares are redeemed or exchanged and
the price or prices at which the shares were originally purchased for cash.

The Code imposes a non-deductible 4% excise tax on regulated
investment companies that do not distribute with respect to each calendar year
an amount equal to 98% of their ordinary income for the calendar year plus 98%
of their capital gain net income for the 1-year period ending on October 31 of
such calendar year. The balance of such income must be distributed during the
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.

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ADDITIONAL INFORMATION CONCERNING RBB SHARES

RBB has authorized capital of thirty billion shares of Common
Stock, $.001 par value per share, of which 13.47 billion shares are currently
classified as follows: 100 million shares are classified as Class A Common Stock
(Growth & Income), 100 million shares are classified as Class B Common Stock,
100 million shares are classified as Class C Common Stock (Balanced), 100
million shares are classified as Class D Common Stock (Tax- Free), 500 million
shares are classified as Class E Common Stock (Money), 500 million shares are
classified as Class F Common Stock (Municipal Money), 500 million shares are
classified as Class G Common Stock (Money), 500 million shares are classified as
Class H Common Stock (Municipal Money), 1 billion shares are classified as Class
I Common Stock (Money), 500 million shares are classified as Class J Common
Stock (Municipal Money), 500 million shares are classified as Class K Common
Stock (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
(Government Money), 500 million shares are classified as Class 0 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 (Government Money), 500
million shares are classified as Class T Common Stock (International), 500
million shares are classified as Class U Common Stock (High Yield), 500 million
shares are classified as Class V Common Stock (Emerging), 100 million shares are
classified as Class W Common Stock (Laffer/Canto Equity), 50 million shares are
classified as Class X Common Stock (U.S. Core Equity), 50 million shares are
classified as Class Y Common Stock (U.S. Core Fixed Income), 50 million shares
are classified as Class Z Common Stock (Strategic Global Fixed Income), 50
million shares are classified as Class AA Common Stock (Municipal Bond), 50
million shares are classified as Class BB Common Stock (BEA Balanced), 50
million shares are classified as Class CC Common Stock (Short Duration), 100
million shares are classified as Class DD Common Stock, 100 million shares are
classified as Class EE Common Stock, 50 million shares are classified as Class
FF Common Stock (n/i Micro Cap), 50 million shares are classified as Class GG
Common Stock (n/i Growth), 50 million shares are classified as Class HH (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

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<PAGE>

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 00 Common Stock (BEA Advisor High Yield), 100 million
shares are classified as Class PP Common Stock (BEA Advisor Global Telecom), 100
million shares are classified as Class QQ Common Stock (Boston Partners
Institutional Large Cap), 100 million shares are classified as Class RR Common
Stock (Boston Partners Investor Large Cap), 100 million shares are classified as
Class SS Common Stock (Boston Partners Advisor Large Cap), 700 million shares
are classified as Class Janney Money Common Stock (Money), 200 million shares
are classified as Class Janney Municipal Money Common Stock (Municipal Money),
500 million shares are classified as Class Janney Government Money Common Stock
(Government Money), 100 million shares are classified as Class Janney N.Y.
Municipal Money Common Stock (N.Y. Money), 1 million shares are classified as
Class Beta 1 Common Stock (Money), 1 million shares are classified as Class Beta
2 Common Stock (Municipal Money), 1 million shares are classified as Class Beta
3 Common Stock (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.

-28-

<PAGE>

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 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.

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

-29-

<PAGE>

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

MISCELLANEOUS

COUNSEL. The law firm of Drinker Biddle & Reath LLP, 1345
Chestnut Street, Philadelphia, Pennsylvania 19107-3496, serves as
counsel to RBB.

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

CONTROL PERSONS. As of April 1, 1997, to RBB's knowledge,
the following named persons at the addresses shown below owned of record
approximately 5% or more of the total outstanding shares of each the class of
RBB indicated below. See "Additional Information Concerning Fund Shares" above.
RBB does not know whether such persons also beneficially own such shares.

-30-

<PAGE>

PORTFOLIO NAME AND ADDRESS PERCENT
OWNED

Cash Preservation Jewish Family and Children's 43.7
Money Market Agency of Philadelphia
Portfolio Capital Campaign
(Class G) Attn: S. Ramm
1610 Spruce Street
Philadelphia, PA 19103

Dominic & Barbara Pisciotta 19.3
and Successors in Trust
The Dominic & Barbara Pisciotta
Caring Trust
207 Woodmere Way
St. Charles, MO 63303

Eric Levine and Linda & 5.3
Howard Levine JTTEN
67 Lanes Pond Road
Howell, NJ 07731

Cash Preservation Kenneth Farwell and 12.8
Municipal Money Valerie Farwell JTTEN
Market Portfolio 3854 Sullivan
(Class H) St. Louis, MO 63107

Gary L. Lange and 22.1
Susan D. Lange JTTEN
1354 Shady Knoll Court
Longwood, Fl 32750

Andrew Diederich and 7.1
Doris Diederich JTTEN
1003 Lindenman
Des Peres, MO 63131

Gwendolyn Haynes 6.0
2757 Geyer
St. Louis, MO 63104

Savannah Thomas Trust 6.4
200 Madison Ave.
Rock Hill, MO 63119

Sansom Street Wasner & Co. 20.3
Money Market FAO Paine Webber and Managed
Portfolio Assets Sundry Holdings
(Class I) Attn: Joe Domizio
200 Stevens Drive
Lester, PA 19113

-31-

<PAGE>

PORTFOLIO NAME AND ADDRESS PERCENT
OWNED

Saxon and Co. 70.4
FBO Paine Webber
P.O. Box 7780 1888
Philadelphia, PA 19182

Robertson Stephens & Co. 9.3
FBO Exclusive Benefit Investors
c/o Eric Moore
555 California Street /#2600
San Francisco, CA 94101

Bradford Municipal J.C. Bradford & Co. 100.0
Money (Class R) 330 Commerce Street
Nashville, TN 37201

Bradford J.C. Bradford & Co. 100.0
Government 330 Commerce Street
Obligations Money Nashville, TN 37201
(Class S)

BEA International Blue Cross & Blue Shield of 5.9
Equity Massachusetts Inc.
Institutional Retirement Income Trust
Class (Class T) 100 Summer Street
Boston, MA 02110

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

Credit Suisse Private Banking 7.3
Dividend Reinvestment Plan
12 E. 49th St., 40th Floor
New York, NY 10017

BEA International Charles Schwab & Co. 36.4
Equity Advisor Special Custody Account For the
Class (Class MM) Exclusive Benefit of Customers
101 Montgomery St.
San Francisco, CA 94104

Karen Jean Bassett TTEE 61.6
Archie Joseph Bassett TTEE
Karen Jean Bassett Rev. Liv.
Trust
4535 SE Basswood Ter.
Stuart, FL 34997

-32-

<PAGE>

PORTFOLIO NAME AND ADDRESS PERCENT
OWNED

BEA High Yield Temple Inland 6.2
Portfolio Master Retirement Trust
Institutional 303 South Temple Drive
Class (Class U) Diboll, TX 75941

Guenter Full 16.3
Michelin North America Inc.
Master Trust
P.O. Box 19001
Greenville, SC 29602

Flour Corporation 5.9
Master Retirement Trust
2333 Michelson Drive
Irvine, CA 92612

CS First Boston Pension Fund 5.8
Park Avenue Plaza, 34th Floor
Attn: Steve Medici
55 E. 52nd Street
New York, NY 10055

SC Johnson & Son, Inc. 11.8
Retirement Plan
1525 Howe Street Mail Stat 447
Racine, WI 53403

Southdown Inc. Pension Plan 9.1
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 31980

BEA High Yield Richard A. Wilson TTEE 96.8
Portfolio Advisor E. Frances Wilson TTEE
Class (Class OO) The Wilson Family Trust
7612 March Avenue
West Hills, CA 91304

BEA Emerging Wachovia Bank North Carolina 20.5
Markets Equity Carolina Power & Light Co.
Portfolio Supplemental Retirement Trust
Institutional 301 N. Main Street
Class (Class V) Winston-Salem, NC 27101

Wachovia Bank of 7.0
North Carolina, N.A.
For Fleming Companies Inc.
Master Pension Trust
307 North Main St P.O. Box 3099
Winston-Salem, NC 27101

-33-

<PAGE>

PORTFOLIO NAME AND ADDRESS PERCENT
OWNED

Hall Family Foundation 39.8
P.O. Box 419580
Kansas City, MO 64141

Arkansas Public Employees 14.4
Retirement System
124 W. Capitol Avenue
Little Rock, AR 72201

Berklee College of Music Inc. 5.3
40 Pleasant St.
Portsmouth, NH 03601

BEA Emerging Karen Jean Bassett TTEE 96.9
Markets Equity Archie Joseph Bassett TTEE
Portfolio Advisor Karen Jean Bassett
Class (Class OO) Rev. Liv. Trust
4535 SE Basswood Ter.
Stuart, FL 34997

BEA US Core Equity Corestates Bank 43.1
Portfolio Trust Buckeye Pipe Line
(Class X) One Wall Street
New York, NY 10005

Werner & Pfleiderer Pension Plan 7.6
Employees
663 E. Crescent Avenue
Ramsey, NJ 07446

Washington Hebrew Congregation 11.3
3935 Macomb St. NW
Washington, DC 20016

Fleet National Bank 5.9
Hospital St. Raphael
Malpractice Trust
P.O. Box 92800
Rochester, NY 14692

Credit Suisse Private Banking 14.7
Dividend Reinvestment Plan
12 E. 49th St., 40th Fl.
New York, NY 10017

BEA US Core Fixed New England UFCW & Employers' 21.9
Income Portfolio Pension Fund Board of Trustees
(Class Y) 161 Forbes Road, Suite 201
Braintree, MA 02184

-34-

<PAGE>

PORTFOLIO NAME AND ADDRESS PERCENT
OWNED

Kollmorgen Corporation 5.7
Pension Trust
1601 Thapelo Road
Waltham, MA 02154

Patterson & Co. 8.0
P.O. Box 7829
Philadelphia, PA 19101

MAC & Co 6.2
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198

Bank of New York 9.4
Fenway Partners Master Trust
Attn: Mohamed Khalil
One Wall Street, 12th floor
New York, NY 10286

Citibank NA Trust for CS First 11.8
Boston Corp Emp S/P
Attn: Sheila Adams
111 Wall Street, 20th Floor Z 1
New York, NY 10043

The Valley Foundation 8.6
c/o Enterprise Trust
16450 Los Gatos Blvd., Suite 210
Los Gatos, CA 95032

BEA Strategic Sunkist Master Trust 33.2
Global Fixed 14130 Riverside Drive
Income Portfolio Sherman Oaks, CA 91423
(Class Z)

Patterson & Co. 23.8
P.O. Box 7829
Philadelphia, PA 19101

Key Trust Co. of Ohio 19.2
FBO Eastern Enterp.
Collective Inv. Trust
P.O. Box 94870
Cleveland, OH 44101

Credit Suisse Private Banking 8.5
Dividend Reinvestment Plan
12 E. 49th St., 40th Fl.
New York, NY 10017

-35-

<PAGE>

PORTFOLIO NAME AND ADDRESS PERCENT
OWNED

Hard & Co. Abtco Inc. Ret. Plan 9.5
c/o Associated Bank, N.A.
100 W. Wisconsin Avenue
Neenah, WI 54956

BEA Municipal Bond Irwin Bard 6.3
Fund Portfolio 1750 North East 183rd St.
(Class AA) North Miami Beach, FL 33179

Arnold Leon 12.8
c/o Fiduciary Trust Company
P.O. Box 3199
Church Street Station
New York, NY 10008

William A. Marquard 38.4
2199 Maysville Rd.
Carlisle, KY 40311

Matthew M. Sloves and 5.1
Diane Decker Sloves
Tenants in Common
1304 Stagecoach Road, S.E.
Albuquerque, NM 87123

BEA Global E.M. Warburg, Pincus & Co., Inc. 19.6
Telecommunications 466 Lexington Ave.
Advisor Class New York, NY 10017
(Class PP)

William W. Priest 5.3
2 E. 70th Street #5
New York, NY 10021

John B. Hurford 53.4
153 E. 53rd Street, Floor 57
New York, NY 10022

n/i Micro Cap Fund Charles Schwab & Co. Inc. 15.4
(Class FF) Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104

Chase Manhattan Bank 6.5
Collins Group Trust I
940 Newport Center Drive
Newport Beach, CA 92660

-36-

<PAGE>

PORTFOLIO NAME AND ADDRESS PERCENT
OWNED

Louisa Stude Sarofim Foundation 5.9
c/o Nancy Head
1001 Fannin 4700
Houston, TX 77002

Public Inst. for Social Security 15.4
1001 19th St. N., 16th Flr.
Arlington, VA 22209

n/i Growth Fund Charles Schwab & Co. Inc. 14.7
(Class GG) Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104

U.S. Equity Investment 9.1
Portfolio LP
c/o Asset Management Advisors
Inc.
1001 N. US Hwy 1
Suite 800
Jupiter, FL 33447

Citibank FSB 22.3
Sargent & Lundy Retirement Trust
c/o Citicorp
Attn: D. Erwin Jr.
1410 N. West Shore Boulevard
Tampa, FL 33607

Portland General Corp. 6.7
VEBA Plan
Attn: William Valach
121 SW Salmon Street
Portland, OR 97202

Union Bank of California 5.2
Sunkist Growers-Match-SVGS PLN
Mutual Funds Department
P.O. Box 109
San Diego, CA 92112

n/i Growth and Charles Schwab & Co. Inc. 20.6
Value Fund Special Custody Account for the
(Class HH) Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104

-37-

<PAGE>

PORTFOLIO NAME AND ADDRESS PERCENT
OWNED

Chase Manhattan Bank 9.7
Collins Group Trust I
840 Newport Center Drive
Newport Beach, CA 92660

Janney Montgomery Janney Montgomery Scott 100.0
Scott Money Market 1801 Market Street
Portfolio (Class Philadelphia, PA 19103-1675
Janney Money
Market)

Janney Montgomery Janney Montgomery Scott 100.0
Scott Municipal 1801 Market Street
Money Market Philadelphia, PA 19103-1675
Portfolio (Class
Janney Municipal
Money Market)

Janney Montgomery Janney Montgomery Scott 100.0
Scott Government 1801 Market Street
Obligations Money Philadelphia, PA 19103-1675
Market Portfolio
(Class Janney
Government
Obligations Money)

Janney Montgomery Janney Montgomery Scott 100.0
Scott Municipal 1801 Market Street
Money Market Philadelphia, PA 19103-1675
Portfolio (Class
Janney N.Y.
Municipal Money)

Boston Partners Dr. Janice B. Yost 40.9
Large Cap Value TRST Mary Black Foundation, Inc.
Fund Institutional Bell Hill - 945 E. Main St.
Class (Class QQ) Spartanburg, SC 29302

Dolomite Products Company, Inc. 13.5
Gardner C. Odenbach, Treasurer
1150 Penfield Road
Rochester, NY 14525

Shady Side Academy Endownment 29.8
423 Fox Chapel Rd.
Pittsburgh, PA 15238

Drakes Landing Associates L.P. 6.4
100 Drakes Landing Road
Greenbrae, CA 94904

-38-

<PAGE>

PORTFOLIO NAME AND ADDRESS PERCENT
OWNED

Wade H. McVay 5.2
Trust for W.H. McVay, Inc.
Profit Sharing Plan
2839-C Puuhonua St.
Honolulu, HI 96822

Boston Partners Miles Coverdale Jr 9.0
Large Cap Value 19 Old Village Road
Fund Investor Acton, MA 01720
Class (Class RR)

Fleet National Bank 10.5
TTEE Testa Hurwitz THIB
FBO Brian Pastuszenski
P.O. Box 92800
Rochester, NY 14692

Fleet National Bank 26.8
TTEE Testa Hurwitz THIB
FBO Scott BIRNBAUM
P.O. Box 92800
Rochester, NY 14692

Jay Schwartz and 8.8
Lila Schwartz JTTEN
9 Woodland Place
Great Neck, NY 11021

Mark R. Scott and 15.3
Maryann Scott JTTEN
2543 Longmount Drive
Wexford, PA 15090

Stanley B. Smith Jr. and 21.2
Elizabeth B. Smith JTTEN
140 Beach Bluff Avenue
Swampscott, MA 01907

Michael F. Walsh 8.3
IRA
117 Millstone Lane
Pittsburgh, PA 15238

As of such date, no person owned of record or, to RBB'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 RBB.

-39-

<PAGE>

LITIGATION. There is currently no material litigation
affecting RBB.

FINANCIAL STATEMENTS. The unaudited financial statements
prepared by RBB for the Investor and Institutional Shares of the Fund for the
periods January 2, 1997 and January 16, 1997, respectively, (commencement of
operations) through March 31, 1997 are incorporated herein by reference into
this Statement of Additional Information and are attached hereto. Futher
information about the Institutional and Investor Shares is available in the
Semi-Annual Report to shareholders for the Fund dated February 28, 1997. The
Semi-Annual Report may be obtained by calling the Fund at the toll-free number
on page 1 of the Statement of Additional Information.

-40-

<PAGE>

APPENDIX A

COMMERCIAL PAPER RATINGS

A Standard & Poor's commercial paper rating is a current
assessment of the likelihood of timely payment of debt considered short-term in
the relevant market. The following summarizes the rating categories used by
Standard and Poor's for commercial paper:

"A-1" - The highest category indicates that the degree of
safety regarding timely payment is strong. Those issues determined to possess
extremely strong safety characteristics are denoted with a plus sign (+)
designation.

"A-2" - Capacity for timely payment on issues with this
designation is satisfactory. However, the relative degree of safety is not as
high as for issues designated "A-1."

"A-3" - Issues carrying this designation have adequate
capacity for timely payment. They are, however, more vulnerable to the adverse
effects of changes in circumstances than obligations carrying the higher
designations.

"B" - Issues are regarded as having only a speculative
capacity for timely payment.

"C" - This rating is assigned to short-term debt obligations
with a doubtful capacity for payment.

"D" - Issues are in payment default.

Moody's commercial paper ratings are opinions of the ability
of issuers to repay punctually promissory obligations not having an original
maturity in excess of 9 months. The following summarizes the rating categories
used by Moody's for commercial paper:

"Prime-1" - Issuers or related supporting institutions have a
superior capacity for repayment of short-term promissory obligations. Prime-1
repayment capacity will normally be evidenced by the following characteristics:
leading market positions in well established industries; high rates of return on
funds employed; conservative capitalization structures with moderate reliance on
debt and ample asset protection; broad margins in earning coverage of fixed
financial charges and high internal cash generation; and well established access
to a range of financial markets and assured sources of alternate liquidity.

A-1

<PAGE>

"Prime-2" - Issuers or related supporting institutions have a
strong capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternative liquidity is maintained.

"Prime-3" - Issuers or related supporting institutions have an
acceptable capacity for repayment of short-term promissory obligations. The
effects of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in changes in
the level of debt protection measurements and the requirement for relatively
high financial leverage. Adequate alternate liquidity is maintained.

"Not Prime" - Issuers do not fall within any of the
Prime rating categories.

CORPORATE LONG-TERM DEBT RATINGS

The following summarizes the ratings used by Standard & Poor's
for corporate debt:

"AAA" - This designation represents the highest rating
assigned by Standard & Poor's to a debt obligation and indicates an extremely
strong capacity to pay interest and repay principal.

"AA" - Debt is considered to have a very strong capacity to
pay interest and repay principal and differs from AAA issues only in small
degree.

"A" - Debt is considered to have a strong capacity to pay
interest and repay principal although such issues are somewhat more susceptible
to the adverse effects of changes in circumstances and economic conditions than
debt in higher-rated categories.

"BBB" - Debt is regarded as having an adequate capacity to pay
interest and repay principal. Whereas such issues normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to pay interest and repay principal
for debt in this category than in higher-rated categories.

"BB," "B," "CCC," "CC" and "C" - Debt is regarded, on balance,
as predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. "BB" indicates the
lowest degree of speculation

A-2

<PAGE>

and "C" the highest degree of speculation. While such debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.

"BB" - Debt has less near-term vulnerability to default than
other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial or economic conditions which could lead
to inadequate capacity to meet timely interest and principal payments. The "BB"
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied "BBB-" rating.

"B" - Debt has a greater vulnerability to default but
currently has the capacity to meet interest payments and principal repayments.
Adverse business, financial or economic conditions will likely impair capacity
or willingness to pay interest and repay principal. The "B" rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied "BB" or "BB-" rating.

"CCC" - Debt has a currently identifiable vulnerability to
default, and is dependent upon favorable business, financial and economic
conditions to meet timely payment of interest and repayment of principal. In the
event of adverse business, financial or economic conditions, it is not likely to
have the capacity to pay interest and repay principal. The "CCC" rating category
is also used for debt subordinated to senior debt that is assigned an actual or
implied "B" or "B-" rating.

"CC" - This rating is typically applied to debt subordinated
to senior debt that is assigned an actual or implied "CCC" rating.

"C" - This rating is typically applied to debt subordinated to
senior debt which is assigned an actual or implied "CCC-" debt rating. The "C"
rating may be used to cover a situation where a bankruptcy petition has been
filed, but debt service payments are continued.

"CI" - This rating is reserved for income bonds on which no
interest is being paid.

"D" - Debt is in payment default. This rating is used when
interest payments or principal payments are not made on the date due, even if
the applicable grace period has not expired, unless S & P believes that such
payments will be made during such grace period. "D" rating is also used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.

A-3

<PAGE>

PLUS (+) OR MINUS (-) - The ratings from "AA" through "CCC"
may be modified by the addition of a plus or minus sign to show relative
standing within the major rating categories.

"r" - This rating is attached to highlight derivative, hybrid,
and certain other obligations that S & P believes may experience high volatility
or high variability in expected returns due to non-credit risks. Examples of
such obligations are: securities whose principal or interest return is indexed
to equities, commodities, or currencies; certain swaps and options; and interest
only and principal only mortgage securities. The absence of an "r" symbol should
not be taken as an indication that an obligation will exhibit no volatility or
variability in total return.

The following summarizes the ratings used by Moody's for corporate
long-term debt:

"Aaa" - Bonds are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

"Aa" - Bonds are judged to be of high quality by all
standards. Together with the "Aaa" group they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in "Aaa" securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in "Aaa"
securities.

"A" - Bonds possess many favorable investment attributes and
are to be considered as upper medium-grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.

"Baa" - Bonds considered medium-grade obligations, i.e., they
are neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.

"Ba," "B," "Caa," "Ca," and "C" - Bonds that possess one of
these ratings provide questionable protection of interest

A-4

<PAGE>

and principal ("Ba" indicates some speculative elements; "B" indicates a general
lack of characteristics of desirable investment; "Caa" represents a poor
standing; "Ca" represents obligations which are speculative in a high degree;
and "C" represents the lowest rated class of bonds). "Caa," "Ca" and "C" bonds
may be in default.

Con. (---) - Bonds for which the security depends upon the
completion of some act or the fulfillment of some condition are rated
conditionally. These are bonds secured by (a) earnings of projects under
construction, (b) earnings of projects unseasoned in operation experience, (c)
rentals which begin when facilities are completed, or (d) payments to which some
other limiting condition attaches. Parenthetical rating denotes probable credit
stature upon completion of construction or elimination of basis of condition.

(P)... - When applied to forward delivery bonds, indicates
that the rating is provisional pending delivery of the bonds. The rating may be
revised prior to delivery if changes occur in the legal documents or the
underlying credit quality of the bonds.

Note: Those bonds in the Aa, A, Baa, Ba and B groups which
Moody's believes possess the strongest investment attributes are designated by
the symbols, Aa1, A1, Ba1 and B1.

A-5

<PAGE>

BOSTON PARTNERS LARGE CAP VALUE FUND
SCHEDULE OF PORTFOLIO INVESTMENTS
MARCH 31, 1997 (UNAUDITED)

- ----------------------------------------------------------------------
DESCRIPTION AND PERCENTAGE OF PORTFOLIO SHARES VALUE
- ----------------------------------------------------------------------
COMMON STOCK -- 100.0%
AEROSPACE/DEFENSE -- 3.3%
Litton Industries, Inc. 2,180 $ 87,745
Lockheed Martin Corp. 970 81,480
Northrop Grumman Corp. 1,125 85,078
----------
TOTAL AEROSPACE/DEFENSE 254,303
----------
AIR TRANSPORT -- 2.2%
AMR Corp. 1,030 84,975
Gulfstream Aerospace Corp. 3,770 81,997
----------
TOTAL AIR TRANSPORT 166,972
----------
BANKS AND SAVINGS & LOANS-- 2.7%
Dime Bancorp, Inc. 2,700 41,512
Republic New York Corp. 1,870 164,794
----------
TOTAL BANKS AND SAVINGS & LOANS 206,306
----------
BUSINESS SERVICES -- 0.6%
Dun & Bradstreet Corp. 1,865 47,324
----------
TOTAL BUSINESS SERVICES 47,324
----------
CHEMICALS -- 0.8%
Agrium, Inc. 4,780 60,945
----------
TOTAL CHEMICALS 60,945
----------
COMPUTERS -- 5.0%
Compaq Computer Corp. 1,040 79,690
Komag, Inc. 1,200 36,450
Quantum Corp. 2,500 96,562
Tandem Computers, Inc. 7,900 93,812
Wang Labs, Inc. 3,930 69,757
----------
TOTAL COMPUTERS 376,271
----------

1
<PAGE>

BOSTON PARTNERS LARGE CAP VALUE FUND
SCHEDULE OF PORTFOLIO INVESTMENTS
MARCH 31, 1997 (UNAUDITED)

- ----------------------------------------------------------------------
DESCRIPTION AND PERCENTAGE OF PORTFOLIO SHARES VALUE
- ----------------------------------------------------------------------
COMMON STOCK -- (CONTINUED)
CONSUMER NON-DURABLES -- 1.0%
Dial Corp. 4,560 $ 73,530
----------
TOTAL CONSUMER NON-DURABLES 73,530
----------
CONTAINERS -- 0.5%
Stone Container Corp. 3,400 37,825
----------
TOTAL CONTAINERS 37,825
----------
DIVERSIFIED -- 1.7%
American Brands, Inc. 830 42,019
Canadian Pacific Ltd. 1,560 37,440
Kansas City Southern Industries, Inc. 930 46,500
----------
TOTAL DIVERSIFIED 125,959
----------
ELECTRONICS -- 1.8%
Cirrus Logic Corp. 2,700 32,737
VLSI Technology, Inc. 6,100 105,606
----------
TOTAL ELECTRONICS 138,343
----------
ENERGY -- 3.8%
Calpine Corp. 2,180 39,512
CMS Energy Corp. 2,075 68,216
Enserch Corp. 1,200 24,600
Entergy Corp. 3,020 73,990
Illinova Corp. 1,560 35,685
Mapco, Inc. 1,400 43,400
----------
TOTAL ENERGY 285,403
----------
FINANCIAL SERVICES -- 9.7%
Ahmanson, (H.F.) & Co. 1,150 41,975
AMBAC, Inc. 728 46,956
Fannie Mae 1,865 67,373
H & R Block, Inc. 2,495 73,291

2
<PAGE>

BOSTON PARTNERS LARGE CAP VALUE FUND
SCHEDULE OF PORTFOLIO INVESTMENTS
MARCH 31, 1997 (UNAUDITED)

- ----------------------------------------------------------------------
DESCRIPTION AND PERCENTAGE OF PORTFOLIO SHARES VALUE
- ----------------------------------------------------------------------
COMMON STOCK -- (CONTINUED)
FINANCIAL SERVICES -- (CONTINUED)
Lehman Brothers Holdings, Inc. 5,510 $ 160,479
Student Loan Marketing Association 3,650 347,662
----------
TOTAL FINANCIAL SERVICES 737,736
----------
FOOD & BEVERAGE -- 0.9%
Chiquita Brands International, Inc. 4,260 66,562
----------
TOTAL FOOD & BEVERAGE 66,562
----------
HEALTH CARE -- 3.1%
Lincare Holdings, Inc. 2,075 85,594
Nationwide Health Properties, Inc. 1,550 33,131
Trigon Healthcare, Inc. 2,100 37,012
Wellpoint Health Networks, Inc. 1,985 82,377
----------
TOTAL HEALTH CARE 238,114
----------
INSURANCE -- 20.1%
Ace, Ltd. 1,865 119,360
Aetna, Inc. 1,140 97,897
Allmerica Financial Corp. 2,480 87,110
CIGNA Corp. 600 87,675
Everest Re Holdings, Inc. 2,500 73,437
GCR Holdings, Ltd. 1,860 42,547
General Re Corp. 500 79,000
Horace Mann Educators Corp. 1,140 50,302
IPC Holdings Ltd. 1,020 24,862
ITT Hartford Group, Inc. 830 59,864
Loews Corp. 3,950 351,056
NAC Re Corp. 1,040 37,050
PartnerRe Ltd. 2,975 105,241
Travelers Group, Inc. 4,880 233,630
Western National Corp. 3,430 80,176
----------
TOTAL INSURANCE 1,529,207
----------

3
<PAGE>

BOSTON PARTNERS LARGE CAP VALUE FUND
SCHEDULE OF PORTFOLIO INVESTMENTS
MARCH 31, 1997 (UNAUDITED)

- ----------------------------------------------------------------------
DESCRIPTION AND PERCENTAGE OF PORTFOLIO SHARES VALUE
- ----------------------------------------------------------------------
COMMON STOCK -- (CONTINUED)
METALS & MINING -- 2.9%
Allegheny Teledyne, Inc. 5,640 $ 158,625
Inco, Ltd. 1,900 61,988
----------
TOTAL METALS & MINING 220,613
----------
OIL SERVICES -- 11.3%
British Petroleum Co. PLC 925 126,956
Elf Aquitaine SA 1,870 92,098
Mobil Corp. 933 121,873
Oryx Energy Co. 3,500 67,375
Repsol SA 2,910 118,583
Texaco, Inc. 1,600 175,200
Tosco Corp. 2,705 77,093
Total SA 1,100 46,613
Ultramar Diamond Shamrock Corp. 1,145 36,354
----------
TOTAL OIL SERVICES 862,145
----------
PAPER & FOREST PRODUCTS -- 2.7%
Boise Cascade Corp. 1,649 50,295
Caraustar Industries, Inc. 1,347 33,507
Champion International Corp. 1,759 80,035
Union Camp Corp. 930 43,826
----------
TOTAL PAPER & FOREST PRODUCTS 207,663
----------
PHARMACEUTICALS -- 1.0%
Bristol-Meyers Squibb Co. 1,250 73,750
----------
TOTAL PHARMACEUTICALS 73,750
----------
REAL ESTATE -- 4.3%
American General Hospitality Corp. 1,235 33,654
Associated Estates Realty Corp. 730 16,334
Camden Property Trust 1,160 31,610

<PAGE>

BOSTON PARTNERS LARGE CAP VALUE FUND
SCHEDULE OF PORTFOLIO INVESTMENTS
MARCH 31, 1997 (UNAUDITED)

- ----------------------------------------------------------------------
DESCRIPTION AND PERCENTAGE OF PORTFOLIO SHARES VALUE
- ----------------------------------------------------------------------
COMMON STOCK -- (CONTINUED)
REAL ESTATE -- (CONTINUED)
Highwoods Properties, Inc. 410 $ 13,735
Home Properties of New York, Inc. 615 14,529
Liberty Property Trust 950 23,275
Mid-America Apartment Communities, Inc. 1,820 50,960
Oasis Residential, Inc. 530 11,925
Prentiss Property Trust 940 23,853
RFS Hotel Investors, Inc. 2,540 44,133
Summit Properties, Inc. 1,040 21,060
Wellsford Residential Property Trust 1,440 41,760
----------
TOTAL REAL ESTATE 326,828
----------
RETAIL TRADE -- 4.1%
Toys 'R' Us, Inc. 3,000 84,000
Wal-Mart Stores, Inc. 5,100 142,163
Woolworth Corp. 3,700 86,488
----------
TOTAL RETAIL TRADE 312,651
----------
TELECOMMUNICATIONS -- 5.5%
BHC Communications, Inc. 310 32,628
Chris-Craft Industries, Inc. 2,136 84,655
COMSAT Corp. 2,590 63,131
Sprint Corp. 4,280 194,740
Telefonos de Mexico SA Class L 1,200 46,200
----------
TOTAL TELECOMMUNICATIONS 421,354
----------
TELECOMMUNICATIONS & EQUIPMENT -- 3.6%
Alcatel Alsthom ADR 11,520 273,600
----------
TOTAL TELECOMMUNICATIONS & EQUIPMENT 273,600
----------

<PAGE>

BOSTON PARTNERS LARGE CAP VALUE FUND
SCHEDULE OF PORTFOLIO INVESTMENTS
MARCH 31, 1997 (UNAUDITED)

Total Common Stock ($7,557,056) 7,600,444

TOTAL INVESTMENTS-- 100.0% (Cost $7,557,056) $7,600,444
==========
<PAGE>

BOSTON PARTNERS LARGE CAP VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1997
(UNAUDITED)

ASSETS
Investments, at value (cost - $7,557,056) ................... $7,601,444
Cash ........................................................ 145,626
Receivable from investment adviser .......................... 9,957
Dividends and interest receivable ........................... 11,717
Prepaid expenses and other assets ........................... 6,921
----------
Total assets .................................... 7,775,665
----------

LIABILITIES
Accrued expenses and other liabilities ...................... 30,623
----------
Total liabilities ............................... 30,623
----------

NET ASSETS
Capital stock, $0.001 par value ............................. 750
Paid-in capital ............................................. 7,567,618
Undistributed net investment income ......................... 20,494
Accumulated net realized gain from investments .............. 111,792
Net unrealized appreciation on investments .................. 43,388
----------
Net assets ....................................... $7,744,042
==========

INSTITUTIONAL CLASS
Net assets .................................................. $7,631,331
----------
Shares outstanding .......................................... 738,812
----------
Net asset value, offering and redemption price per share .... $ 10.33
==========

INVESTOR CLASS
Net assets .................................................. $ 112,711
----------
Shares outstanding .......................................... 10,916
----------
Net asset value, offering and redemption price per share .... $ 10.33
==========

7
<PAGE>

BOSTON PARTNERS LARGE CAP VALUE FUND
STATEMENT OF OPERATIONS
FOR THE PERIOD JANUARY 2, 1997* THROUGH MARCH 31, 1997
(UNAUDITED)

INVESTMENT INCOME
Dividends ...................................................... $ 29,945
Interest ....................................................... 6,311
--------
................................................................... 36,256
--------

EXPENSES
Advisory fees .................................................. 11,790
Co-Administration fees ......................................... 21,094
Federal and state registration fees ............................ 7,022
Transfer agent fees and expenses ............................... 9,866
Custodian fees and expenses .................................... 6,250
Printing ....................................................... 3,297
Audit and legal fees ........................................... 708
Distribution fees .............................................. 41
Other .......................................................... 1,888
--------
Total expenses before waivers and reimbursements .... 61,956
Less: waivers and reimbursements .................... (46,194)
--------

Total expenses after waivers and reimbursements ..... 15,762
--------

Net investment income .......................................... 20,494
--------

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain from investments ............................. 111,792
Net change in unrealized appreciation on investments .......... 43,388
--------
Net realized and unrealized gain from investments ............. 155,180
--------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ............... $175,674
========

- ------------------------------------------------
* Commencement of operations

8
<PAGE>

BOSTON PARTNERS LARGE CAP VALUE FUND
STATEMENT OF CHANGES IN NET ASSETS
(UNAUDITED)

FOR THE PERIOD
JANUARY 2, 1997 THROUGH*
MARCH 31, 1997
------------------------
INCREASE IN NET ASSETS FROM
OPERATIONS

Net investment income .................................... $ 20,494
Net realized gain from investments ....................... 111,792
Net change in unrealized appreciation
on investments ......................................... 43,388
Net increase in net asets resulting
from operations ........................................ 175,674
----------
Increase in net assets derived from
capital share transactions ............................. 7,568,368
----------

Total increase in net assets ............................. 7,744,042

NET ASSETS

Beginning of period ...................................... --
----------
End of period ............................................ $7,744,042
==========
==========================
*Commencement of operations.
<PAGE>

BOSTON PARTNERS LARGE CAP VALUE FUND
FINANCIAL HIGHLIGHTS

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

FOR THE PERIOD JANUARY 2, 1997*
THROUGH MARCH 31, 1997
(unaudited)
-------------------------------
INSTITUTIONAL
CLASS
-------------
PER SHARE OPERATING PERFORMANCE **

Net asset value, beginning of period ................... $ 10.00
-------

Net investment income(1) ............................... 0.03
Net realized and unrealized
gain on investments(2) ............................... 0.30
-------
Net increase in net assets
resulting from operations ........................... 0.33
-------

Net asset value, end of period ......................... $ 10.33
=======

Total investment return(3) ............................. 3.30%
=======

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) .............. $ 7,631
Ratio of expenses to average net assets***(1)(4) ....... 1.00%
Ratio of net investment income
to average net assets***(1) ......................... 1.31%
Portfolio turnover rate**** ............................ 29.00%
Average commission rate per share(5) ................... $0.0383
==========================
* Commencement of operations.
** Calculated based on shares outstanding on the first and last day of the
period, except for dividends and distributions, if any, which are based on
actual shares outstanding on the dates of distributions.
*** Annualized.
**** Not annualized.
(1) Reflects waivers and reimbursements.
(2) The amount shown for a share outstanding throughout the period is not in
accord with the change in the aggregate gains and losses in investments
during the period because the timing of sales and repurchases of Fund
shares in relation to fluctuating net asset value during the period.
(3) Total return is calculated assuming a purchase of shares on the first day
and a sale of shares on the last day of each period reported and will
include reinvestments of dividends and distributions, if any. Total return
is not annualized.
(4) Without the waiver of advisory, administration and transfer agent fees and
without the reimbursement of certain operating expenses, the ratio of
expenses to average net assets annualized for the period ended March 31,
1997 would have been 3.66% for the Institutional Class.
(5) Computed by dividing the total amount of commissions paid by the total
number of shares purchased and sold during the period subject to such
commissions.

10
<PAGE>

BOSTON PARTNERS LARGE CAP VALUE FUND
FINANCIAL HIGHLIGHTS

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

FOR THE PERIOD JANUARY 16, 1997*
THROUGH MARCH 31, 1997
(unaudited)
--------------------------------

INVESTOR
CLASS
--------
PER SHARE OPERATING PERFORMANCE **

Net asset value, beginning of period ................. $ 10.20
-------

Net investment income(1). ............................ 0.02
Net realized and unrealized
gain on investments(2) ............................. 0.11
-------
Net increase in net assets
resulting from operations ......................... 0.13
-------

Net asset value, end of period ....................... $ 10.33
-------

Total investment return(3) ........................... 1.27%
-------

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) ............ $ 113
Ratio of expenses to average net assets***(1)(4) ..... 1.25%
Ratio of net investment income
to average net assets***(1) ....................... 1.10%
Portfolio turnover rate**** .......................... 29.00%
Average commission rate per share(5) ................. $0.0383
==========================
* Commencement of operations.
** Calculated based on shares outstanding on the first and last day of the
period, except for dividends and distributions, if any, which are based on
actual shares outstanding on the dates of distributions.
*** Annualized.
**** Not annualized.
(1) Reflects waivers and reimbursements.
(2) The amount shown for a share outstanding throughout the period is not in
accord with the change in the aggregate gains and losses in investments
during the period because the timing of sales and repurchases of Fund
shares in relation to fluctuating net asset value during the period.
(3) Total return is calculated assuming a purchase of shares on the first day
and a sale of shares on the last day of each period reported and will
include reinvestments of dividends and distributions, if any. Total return
is not annualized.
(4) Without the waiver of advisory, administration and transfer agent fees and
without the reimbursement of certain operating expenses, the ratio of
expenses to average net assets annualized for the period ended March 31,
1997 would have been 3.51% for the Investor Class.
(5) Computed by dividing the total amount of commissions paid by the total
number of shares purchased and sold during the period subject to such
commissions.

11
<PAGE>

PART C

OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements:

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

Unaudited Financial Highlights for the Registrant's Boston
Partners Large Cap Value Fund for the period from January 2,
1997 and January 16, 1997 (inception of the Institutional and
Investor Classes, respectively) through March 31, 1997.

(2) Included in and incorporated by reference into Part B:

The unaudited Financial Statements for the period ended March
31, 1997 for the Institutional and Investor Classes of the
Boston Partners Large Cap Value Fund.

(3) All required financial statements are included in or
incorporated by reference into Parts A and B hereof. All other
financial statements and schedules are inapplicable.

(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

(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

<PAGE>

(b) Exhibits: SEE NOTE #
----------
(b) By-Laws amended through October 24, 1989. 5

(3) None.

(4) (a) See Articles VI, VII, VIII, IX AND XI of 1
Registrant's Articles of Incorporation
February 17, 1988.

(b) See Articles II, III, VI, XIII and XIV of 23
Registrant's By-Laws as amended through
April 26, 1996.

-2-

<PAGE>

(b) Exhibits: SEE NOTE #
----------
(5) (a) Investment Advisory Agreement (Money Market) 3
between Registrant and Provident
Institutional Management Corporation, dated
as of August 16, 1988.

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

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

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

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

(f) Sub-Advisory Agreement (Government 3
Obligations Money Market) 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.

-3-

<PAGE>

(b) Exhibits: SEE NOTE #
----------
(s) Investment Advisory Agreement (Government 8
Securities) between Registrant and Provident
Institutional Management Corporation dated as
of April 8, 1991.

(t) Investment Advisory Agreement (High Yield 8
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 (New York 9
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 (Tax-Free Money 10
Market) between Registrant and Provident
Institutional Management Corporation dated
April 21, 1992.

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

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

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

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

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

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

-4-

<PAGE>

(b) Exhibits: SEE NOTE #
----------
(ff) Investment Advisory Agreement (BEA U.S. Core 15
Fixed Income Portfolio) between Registrant
and BEA Associates, dated as of October 27,
1993.

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

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

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

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

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

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

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

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

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

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

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

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

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

(s) Distribution Agreement Supplement (Classes L, 9
M, N and 0) between the Registrant and
Counsellors Securities Inc. dated as of
November 5, 1991.

-5-

<PAGE>

(b) Exhibits: SEE NOTE #
----------
(t) Distribution Agreement Supplements (Classes 9
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 (Classes T, 10
U and V) between the Registrant and
Counsellors Securities Inc. dated as of
September 18, 1992.

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

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

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

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

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

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

(bb) Distribution Agreement Supplements (Classes 19
Alpha 1 through Theta 4) between the
Registrant and Counsellors 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 Classes 23
(Classes FF, GG and HH) between Registrant
and Counsellors Securities Inc.

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

(ff) Distribution Agreement Supplement (Classes 24
MM, NN, 00, and PP) between Registrant and
Counsellors Securities Inc.

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

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

-6-

<PAGE>

(b) Exhibits: SEE NOTE #
----------
(ii) Distribution Agreement Supplement (Class SS) 26
between Registrant and Counsellors Securities
Inc.

(7) Fund Office Retirement Profit-Sharing and Trust 7
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 The Chase 10
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 dated 9
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 Portfolios
dated as of November 29, 1993.

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

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

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

-7-

<PAGE>

(b) Exhibits: SEE NOTE #
----------
(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 (Sansom 3
Street Tax-Free Money Market).

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

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

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

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

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

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

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

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

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

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

-8-

<PAGE>

(b) Exhibits: SEE NOTE #
----------
(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 (BEA
International Equity) dated September 18,
1992.

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

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

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

(t) Transfer Agency Agreement Supplement (BEA) 10
between Registrant and Provident Financial
Processing Corporation dated as of September
19, 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/Canto) 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 (BEA 15
U.S. Core Equity, BEA U.S. Core Fixed Income,
BEA Global Fixed Income and BEA Municipal
Bond Fund Portfolios) between Registrant and
PFPC Inc. dated as October 27, 1993.

-9-

<PAGE>

(b) Exhibits: SEE NOTE #
----------
(z) Administration and Accounting Services 15
Agreement between Registrant and PFPC Inc.
relating to BEA U.S. Core Equity Portfolio
dated as of October 27, 1993.

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

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

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

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

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

(ff) Administration and Accounting Services 18
Agreement between Registrant and PFPC Inc.
(BEA Short Duration Portfolio) 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 Counsellors 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.

-10-

<PAGE>

(b) Exhibits: SEE NOTE #
----------
(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 between 21
Registrant and State Street Bank and Trust
Company and PFPC, Inc. dated February 1,
1995.

(oo) Supplement to Transfer Agency and Service 21
Agreement between Registrant, State Street
Bank and Trust Company, Inc. and PPPC 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 14, 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 Portfolio).

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

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

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

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

-11-

<PAGE>

(b) Exhibits: SEE NOTE #
----------
(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 Agreement 24
between Registrant and State Street Bank and
Trust Company.

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

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

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

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

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

(11) (a) Consent of Counsel.

(b) Consent of Independent Accountants.

(12) None.

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

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

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

-12-

<PAGE>

(b) Exhibits: SEE NOTE #
----------
(e) Subscription Agreement between Registrant and 10
Counsellors Securities Inc. relating to
Classes T, U and V.

(f) Subscription Agreement between Registrant and 18
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).

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

(14) None.

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

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

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

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

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

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

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

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

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

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

-13-

<PAGE>

(b) Exhibits: SEE NOTE #
----------
(1) Plan of Distribution (Bedford Money Market). 3

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

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

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

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

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

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

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

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

(u) Plan of Distribution (Alpha (now known as 9
Janney) Money Market).

(v) Plan of Distribution (Alpha (now known as 9
Janney) Tax-Free Money Market (now known as
the Municipal Money Market)).

(w) Plan of Distribution (Alpha (now known as 9
Janney) Government Obligations Money Market).

(x) Plan of Distribution (Alpha (now known as 9
Janney) New York Municipal Money Market).

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

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

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

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

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

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

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

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

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

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

-14-

<PAGE>

(b) Exhibits: SEE NOTE #
----------
(ii) Plan of Distribution (Delta Government 9
Obligations Money Market).

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

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

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

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

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

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

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

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

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

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

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

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

(vv) Plan at Distribution (Eta New York Municipal 9
Money Market).

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

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

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

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

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

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

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

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

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

-15-

<PAGE>

(b) Exhibits: SEE NOTE #
----------
(fff) Plan of Distribution (BEA Emerging Markets 24
Equity Investor).

(ggg) Plan of Distribution (BEA Emerging Markets 24
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 26
Cap Value Fund Institutional Class)

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

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

(16) (a) Schedule of computation of Performance 3
Quotations.

(17) Financial Data Schedules

(18) Rule 18f-3 Plan. 21

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

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

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.

-16-

<PAGE>

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.

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 Registration 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 an December 19, 1994.

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.

-17-

<PAGE>

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

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

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

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

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

26 Incorporated herein by reference to the same Exhibit No. of Post-
Effective Amendment No. 41 to the Registrant's Registration Statement
(No. 33-30827) filed on November 27, 1996.

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

None.

Item 26. NUMBER OF HOLDERS OF SECURITIES

The following information is given as of April 1, 1997.

TITLE OF CLASS OF COMMON STOCK NUMBER OF RECORD HOLDERS
- ------------------------------ ------------------------
a) RBB Money Market 0
b) RBB Municipal Money Market 0
c) Cash Preservation Money Market 43
d) Cash Preservation Municipal Money Market 62
e) Sansom Street Money Market 3
f) Sansom Street Municipal Money Market 0
g) Sansom Street Government Obligations Money Market 0
h) Bedford Money Market 109,159
i) Bedford Municipal Money Market 4,285
j) Bedford Government Obligations Money Market 3,439
k) Bedford New York Municipal Money Market 3,050
l) RBB Government Securities 579
m) Bradford Municipal Money Market 1
n) Bradford Government Obligations Money Market 1
o) BEA International Equity - Institutional Class 299
p) BEA International Equity - Investor Class 3
q) BEA International Equity - Advisor Class 8
r) BEA High Yield - Institutional Class 104
s) BEA High Yield - Investor Class 3
t) BEA High Yield - Advisor Class 8
u) BEA Emerging Markets Equity - Institutional Class 59
v) BEA Emerging Markets Equity - Investor Class 3
w) BEA Emerging Markets Equity - Advisor Class 7
x) BEA U.S. Core Equity 98
y) BEA U.S. Core Fixed Income 62
z) BEA Strategic Global Fixed Income 24
aa) BEA Municipal Bond Fund 42
bb) BEA Short Duration 0

-18-

<PAGE>

cc) BEA Balanced 0
dd) BEA Global Telecommunications - Investor Class 3
ee) BEA Global Telecommunications - Advisor Class 23
ff) Janney Montgomery Scott 1
Money Market
gg) Janney Montgomery Scott 1
Municipal Money Market
hh) Janney Montgomery Scott 1
Government Obligations Money Market
ii) Janney Montgomery Scott 1
New York Municipal Money Market
jj) ni Micro Cap 1,746
kk) ni Growth 2828
ll) ni Growth & Value 1,102
mm) Boston Partners Large Cap Value Fund - Institutional Class 10
nn) Boston Partners Large Cap Value Fund - Investor Class 7
oo) Boston Partners Large Cap Value Fund - Advisor Class 0

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-law, resolution or agreement make further provision
for indemnification of directors, officers, employees and agents to the
fullest extent permitted by the Maryland General Corporation law.

Section 3. No provision of this Article shall be effective to
protect or purport to protect any director or officer of the
Corporation against any liability to the Corporation or its security
holders to which he would otherwise be subject by reason of willful
misfeasance, bad 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

-19-

<PAGE>
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 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 2, 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.

PNC INSTITUTIONAL MANAGEMENT CORPORATION
DIRECTORS AND OFFICERS

<TABLE>
<CAPTION>
POSITION WITH OTHER BUSINESS TYPE OF
PIMC NAME CONNECTIONS BUSINESS
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Chairman and J. Richard Carnall Executive Vice President Banking
Director PNC Bank, National Association (1)

Director Banking
PNC National Bank (2)

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

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

Director Equipment
Hayden Bolts, Inc.*

Director Real Estate
Parkway Real Estate Company*

Director Investment
Provident Capital Management Advisory
Inc. (5)
</TABLE>

-20-

<PAGE>

Director Financial-
PFPC International Ltd. Related
Services

Director Financial-
PFPC International (Cayman) Ltd. Related
Services

Director Investment
Advanced Investment Management Advisory

Chairman
International Dollar Reserve Fund,
Ltd.

Director Richard C. Caldwell Executive Vice President Banking
PNC Bank, National Association (1)

Director PNC National Bank (2) Banking

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

Director Investment
Provident Capital Management Advisory
Inc. (5)

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

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

Director Financial-
PFPC Inc. (3) Related
Services

Chairman, Director & CEO
PNC Asset Management Group, Inc.

Director Mutual Fund
Compass Capital Group, Inc.

Director Investment
BlackRock Financial Advisory
Management, Inc.

Director Investment
PNC Equity Advisors Co. Advisory

Director Banking
PNC Bank, New England
</TABLE>

-21-

<PAGE>

<TABLE>
<CAPTION>
POSITION WITH OTHER BUSINESS TYPE OF
PIMC NAME CONNECTIONS BUSINESS
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>

Director Laurence D. Fink Chairman and Chief Executive
Officer
BlackRock Financial Management,
Inc.

Director and Vice President
PNC Asset management Group, Inc.

Director Richard L. Smoot President and Chief Banking
Executive Officer
PNC Bank, National Association
(Phila.)(1)

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

Director Financial-
PFPC Inc. (3) Related
Services

Director Fiduciary
PNC Trust Company of NY (11) Activities
Director, Chairman and President Banking

PNC Bank, New Jersey,
National Association (16)

Director, Chairman and CEO Banking
PNC National Bank (2)

Chairman & Director Leasing
PNC Credit Corp. (13)

Director and Nicholas M. Marsini, Senior Vice President Banking
Chief Jr. PNC Bank, National Association(1)
Financial
Officer

Director Financial-
PFPC Inc. (3) Related
Services

Senior Vice President Banking
and Chief Financial Officer
PNC Bank, Delaware(20)

Director, Vice President and Banking
Treasurer
PNC National Bank(2)

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

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

Director and Treasurer Holding
PNC Bancorp, Inc. (9) Company

-22-
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
POSITION WITH OTHER BUSINESS TYPE OF
PIMC NAME CONNECTIONS BUSINESS
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>

Director and Treasurer Investment
PNC Capital Corp.(17) Activities

Director and Treasurer Banking
PNC Holding Corp.(18)

Director and Treasurer Investment
PNC Venture Corp.(19) Activities

President and Thomas H. Nevin None.
Chief
Investment
Officer

Vice Michelle L. Petrilli Chief Counsel Banking
President and PNC Bank, DE (20)
Secretary

Secretary Financial-
PFPC Inc.(3) Related
Services

Senior Vice Vincent J. Ciavardini President, Chief Financial-
President Financial Officer Related
and Director Services
PFPC Inc.(3)

Director
PNC Asset Management Group, Inc.

Director & President Financial-
PFPC International Ltd. Related
Services

Director Financial-
PFPC International (Cayman) Ltd. Related
Services

Director
International Dollar Reserve
Fund, Ltd.

Senior Vice John N. Parthemore None.
President

Vice Stephen M. Wynne Executive Vice President and Financial-
President, Chief Accounting Officer Related
Chief PFPC Inc. (3) Services
Accounting
Officer and
Assistant
Secretary

Director Financial-
PFPC Trustee & Custodial Related
Services, Ltd. Services

Director Financial-
PFPC International (Cayman) Ltd. Related
Services
</TABLE>

-23-

<PAGE>

<TABLE>
<CAPTION>
POSITION WITH OTHER BUSINESS TYPE OF
PIMC NAME CONNECTIONS BUSINESS
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>

Executive Vice President Financial-
PFPC International Ltd. Related
Services

Controller Pauline M. Heintz Vice President Financial-
PFPC Inc. (3) Related
Services

Vice Jeffrey W. Carson None.
President

Vice Katherine A. Chuppe None.
President

Vice Mary J. Coldren None.
President

Vice Michele C. Dillon None.
President

Vice Patrick J. Ford None.
President

Vice Richard Hoerner None.
President

Vice Michael S. Hutchinson None.
President

Vice Michael J. Milligan None.
President

Vice G. Keith Robertshaw None.
President

Vice William F. Walsh None.
President

Vice Karen J. Walters None.
President
</TABLE>

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

* Information regarding these corporations can be obtained from the
office of the Secretary.

-24-

<PAGE>

PNC BANK, NATIONAL ASSOCIATION
DIRECTORS
<TABLE>
<CAPTION>

POSITION WITH OTHER BUSINESS TYPE OF
PNC BANK NAME CONNECTIONS BUSINESS
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>

Director B.R. Brown President and C.E.O. of Coal
Consol, Inc.
Consol Plaza
Pittsburgh, PA 15241

Director Constance E. Clayton Associate Dean, School of Medical
Health & Professor of
Pediatrics
Medical College of PA
Hanemann University
430 East Sedgwick St.
Philadelphia, PA 19119

Director Eberhard Faber IV Chairman and C.E.O. Manufacturing
E.F.L., Inc.
450 Hedge Road
P.O. Box 49
Bearcreek, PA 18602

Director Dr. Stuart Heydt President and C.E.O. Medical
Geisinger Foundation
100 N. Academy Avenue
Danville, PA 17822

Director Edward P. Junker, III Vice Chairman Banking
PNC Bank, N.A.
Ninth and State Streets
Erie, PA 16553

Director Thomas A. McConomy President, C.E.O. and Manufacturing
Chairman, Calgon Carbon
Corporation
413 Woodland Road
Sewickley, PA 15143

Director Thomas H. O'Brien Chairman Banking
PNC Bank, National
Association
One PNC Plaza,
30th Floor
Pittsburgh, PA 15265

Director Dr. J. Dennis O'Connor Provost, The Smithsonian Education
Institution
1000 Jefferson Drive, S.W.
Room 230, MRC 009
Washington, DC 20560

Director Rocco A. Ortenzio Chairman and C.E.O. Medical
Continental Medical
Systems, Inc.
P.O. Box 715
Mechanicsburg, PA 17055

</TABLE>

-25-

<PAGE>

<TABLE>
<CAPTION>
POSITION WITH OTHER BUSINESS TYPE OF
PNC BANK NAME CONNECTIONS BUSINESS
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>

Director Jane G. Pepper President Horticulture
Pennsylvania Horticulture
Society
325 Walnut Street
Philadelphia, PA 19106

Director Robert C. Robb, Jr. President, Lewis, Eckert, Financial and
Robb & Company Management
425 One Plymouth Meeting Consultants
Plymouth Meeting, PA 19462

Director James E. Rohr President and C.E.O. Bank Holding
PNC Bank, National Company
Association
One PNC Plaza, 30th Floor
Pittsburgh, PA 15265

Director Daniel M. Rooney President, Pittsburgh Football
Steelers
Football Club of the
National Football League
300 Stadium Circle
Pittsburgh, PA 15212

Director Seth E. Schofield Chairman, President and Airline
C.E.O.
USAir Group, Inc. and
USAir, Inc.
2345 Crystal Drive
Arlington, VA 22227
</TABLE>

PNC BANK, NATIONAL ASSOCIATION
OFFICERS

John E. Alden Senior Vice President

James C. Altman Senior Vice President

Lila M. Bachelier Senior Vice President

R. Perrin Baker Chief Market Counsel, Northwest PA

James R. Bartholomew Senior Vice President

Peter R. Begg Senior Vice President

Donald G. Berdine Senior Vice President

Ben Berzin, Jr. Senior Vice President

James H. Best Senior Vice President

Eva T. Blum Senior Vice President

Susan B. Bohn Senior Vice President

George Brikis Executive Vice President

Michael Brundage Senior Vice President

-26-

<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS

Anthony J. Cacciatore Senior Vice President

Richard C. Caldwell Executive Vice President

Craig T. Campbell Senior Vice President

J. Richard Carnall Executive Vice President

Edward V. Caruso Executive Vice President

Peter K. Classen President & CEO, PNC Bank, Northwest, PA

James P. Conley Senior Vice President/Credit Policy

Andra D. Cochran Senior Vice President

Sharon Coghlan Coordinating Market Chief Counsel,
Philadelphia

John F. Calligan Senior Vice President

James P. Conley Senior Vice President

C. David Cook Senior Vice President

Alfred F. Cordasco Supervising Counsel, Pittsburgh, PA

Robert Crouse Senior Vice President

Peter M. Crowley Senior Vice President

Keith P. Crytzer Senior Vice President

John J. Daggett Senior Vice President

Peter J. Donchak Senior Vice President

Anuj Dhanda Senior Vice President

Victor M. DiBattista Chief Regional Counsel

Frank H. Dilenschneider Senior Vice President

Thomas C. Dilworth Senior Vice President

Alfred J. DiMatteis Senior Vice President

James Dionise Senior Vice President and C.F.O.

Patrick S. Doran Vice President, Head of Consumer Lending

Robert D. Edwards Senior Vice President

David J. Egan Senior Vice President

J. Lynn Evans Senior Vice President & Controller

William E. Fallon Senior Vice President

James M. Ferguson, III Senior Vice President

Charles J. Ferrero Senior Vice President

-27-

<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS

Frederick C. Frank, III Executive Vice President

William J. Friel Executive Vice President

John F. Fulgoney Coordinating Market Chief Counsel,
Northeast PA

Brian K. Garlock Senior Vice President

George D. Gonczar Senior Vice President

Richard C. Grace Senior Vice President

James S. Graham Senior Vice President

Michael J. Hannon Senior Vice President

Stephen G. Hardy Senior Vice President

Michael J. Harrington Senior Vice President

Marva H. Harris Senior Vice President

Maurice H. Hartigan, II Executive Vice President

G. Thomas Hewes Senior Vice President

Sylvan M. Holzer Senior Vice President

Bruce C. Iacobucci Senior Vice President

John M. Infield Senior Vice President

Philip C. Jackson Senior Vice President

William J. Johns Controller

William R. Johnson Audit Director

Edward P. Junker, III Vice Chairman

Robert D. Kane Senior Vice President

Michael D. Kelsey Chief Compliance Counsel

Jack Kelly Senior Vice President

Geoffrey R. Kimmel Senior Vice President

Randall C. King Senior Vice President

Christopher M. Knoll Senior Vice President

Richard C. Krauss Senior Vice President

Frank R. Krepp Senior Vice President &
Chief Credit Policy Officer

Kenneth P. Leckey Senior Vice President

Marilyn R. Levins Senior Vice President

Carl J. Lisman Executive Vice President

-28-

<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS

George Lula Senior Vice President

Jane E. Madio Senior Vice President

Nicholas M. Marsini, Jr. Senior Vice President

John A. Martin Senior Vice President

David O. Matthews Senior Vice President

Walter B. McClellan Senior Vice President

James F. McGowan Senior Vice President

Charlotte B. McLaughlin Senior Vice President

James C. Mendelson Senior Vice President

James W. Meighen Senior Vice President

Scott C. Meves Senior Vice President

Ralph S. Michael, III Executive Vice President

J. William Mills Senior Vice President

Barbara A. Misner Senior Vice President

Marlene D. Mosco Senior Vice President

Scott Moss Senior Vice President

Peter F. Moylan Senior Vice President

Michael B. Nelson Executive Vice President

Thomas J. Nist Senior Vice President

Thomas H. O'Brien Chairman

James F. O'Day Senior Vice President

Cynthia G. Osofsky Senior Vice President

Thomas E. Paisley, III Senior Vice President

Barbara Z. Parker Executive Vice President

George R. Partridge Senior Vice President

Daniel J. Panlick Senior Vice President

David M. Payne Senior Vice President

Charles C. Pearson, Jr. President and CEO, PNC Bank, Central PA

Helen P. Pudlin Senior Vice President

Edward V. Randall, Jr. President and CEO, PNC Bank, Pittsburgh

Arthur F. Rodman, III Senior Vice President

-29-

<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS

Richard C. Rhoades Senior Vice President

Bryan W. Ridley Senior Vice President

James E. Rohr President and Chief Executive Officer

Gary Royer Senior Vice President

Robert T. Saltarelli Senior Vice President

Robert V. Sammartino Senior Vice President

William Sayre, Jr. Senior Vice President

Alfred J. Schiavetti Senior Vice President

David W. Schoffstall Executive Vice President

Seymour Schwartzberg Senior Vice President

Timothy G. Shack Senior Vice President

Douglas E. Shaffer Senior Vice President

Alfred A. Silva Senior Vice President

George R. Simon Senior Vice President

Richard L. Smoot President and CEO of PNC Bank, Philadelphia

Timothy N. Smyth Senior Vice President

Kenneth S. Spatz Senior Vice President

Darcel H. Steber Senior Vice President

William F. Strome Senior Vice President and Secretary

Robert L. Tassome Senior Vice President

Jane B. Tompkins Senior Vice President

Robert B. Trempe Senior Vice President

Kevin M. Tucker Senior Vice President

Alan P. Vail Senior Vice President

Frank T. VanGrofski Executive Vice President

Ronald H. Vicari Senior Vice President

William A. Wagner Senior Vice President

Patrick M. Wallace Senior Vice President

Annette M. Ward-Kredel Senior Vice President

Robert S. Wrath Senior Vice President

Arlene M. Yocum Senior Vice President

-30-

<PAGE>
PNC BANK, NATIONAL ASSOCIATION
OFFICERS

Carole Yon Senior Vice President

George L. Ziminski, Jr. Senior Vice President

PNC ASSET MANAGEMENT GROUP
DIRECTORS AND OFFICERS

POSITION WITH OTHER BUSINESS TYPE OF
PAMG NAME CONNECTIONS BUSINESS
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Chairman, Richard C. Caldwell Executive Vice President Banking
Director and PNC Bank, National
CEO Association(1)

Director Banking
PNC National Bank(2)

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

Director Investment
Provident Capital Management Advisory
Inc.(5)

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

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

Director Financial
PFPC Inc.(3) Related
Services

Director
PNC Institutional Management
Corp.

Director
Compass Capital Group, Inc.

Director
BlackRock Financial Management,
Inc.

Director
PNC Equity Advisors Co.

Director
PNC Bank, New England
</TABLE>

-31-

<PAGE>

POSITION WITH OTHER BUSINESS TYPE OF
PAMG NAME CONNECTIONS BUSINESS
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>

Vice President Laurence D. Chairman and CEO
and Director Fink BlackRock Financial
Management, Inc.

Director
PNC Institutional Management
Corp.

Secretary Pamela Fraser Chief Counsel, Asset Management Banking
Wilford & Trust
PNC Bank, National
Association(1)

Treasurer Brian Lilly None.
and CFO

Assistant Thomas R. Moore Secretary Financial
Secretary PNC International Investment Related
Corporation Services

Vice President and Secretary
Pinaco, Inc.

Vice President and Secretary PNC
Mortgage Bank, N.A.

Secretary and Treasurer
PNC Brokerage Corp.

Vice President Real Estate
Provcor Properties, Inc.

Vice President
Provident Realty Mgmt., Inc.

Director Vincent J. President, CFO and Director PFPC Financial
Ciavardini Inc.(3) Related
Services

Senior Vice President
PNC Institutional Management
Corp.

Director Financial
PFPC International Ltd. Related
Services

Director PFPC International Financial
(Cayman) Ltd. Related
Services

Director J. Richard Executive Vice President Banking
Carnall PNC Bank, National
Association(1)

Director Banking
PNC National Bank(2)

</TABLE>

-32-

<PAGE>

POSITION WITH OTHER BUSINESS TYPE OF
PAMG NAME CONNECTIONS BUSINESS
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>

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

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

Director Equipment
Hayden Bolts, Inc.*

Director Real Estate
Parkway R.E. Company*

Director Investment
Provident Capital Management Advisory
Inc.(5)

Chairman and Director Financial
PNC Institutional Management Related
Corp. Services

Director
PFPC International Ltd.

Director Financial
PFPC International (Cayman) Ltd. Related
Services

Director Investment
Advanced Investment Management Advisory

Chairman Mutual Fund
International Dollar Reserve
Fund, Ltd.

Chief Equity Young D. Chin Chairman, President, CEO, Chief Investment
Officer Investment Officer and Director Advisory
Provident Capital Management
Inc.(5)

Chairman
PNC Equity Advisors Company

Director
CastleRock Capital Management

Director Ralph L. President
Schlosstein BlackRock Financial
Management, Inc.

</TABLE>

(1) PNC Bank, National Association, 120 S. 17th Street, Philadelphia, PA
19103 Broad and Chestnut Streets, Philadelphia, PA 19101, 17th and
Chestnut Streets, Philadelphia, PA 19103.

(2) PNC National Bank, 103 Bellevue Parkway, Wilmington, DE 19809.

(3) PFPC Inc., 103 Bellevue Parkway, Wilmington, DE 19809.

-33-

<PAGE>

(4) PNC Service Corp., 103 Bellevue Parkway, Wilmington, DE 19809.

(5) Provident Capital Management, Inc., 30 S. 17th Street, Suite 1500,
Philadelphia, PA 19103.

(6) PNC Investment Corp., Broad and Chestnut Street, 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., 222 Delaware Avenue, 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.

(16) PNC Bank, New Jersey, National Association, Woodland Falls Corporate
Park, 210 Lake Drive East, Cherry Hill, NJ 08002.

(17) PNC Capital Corp, 5th Avenue and Woods Streets, Pittsburgh, PA 15265.

(18) PNC Holding Corp, 222 Delaware Avenue, P.O. Box 791, Wilmington, DE
19899.

(19) PNC Venture Corp, 5th Avenue and Woods Streets, Pittsburgh, PA 15265.

(20) PNC Bank, Delaware, 300 Delaware Avenue, Wilmington, DE 19801.

(21) Bank of Delaware Corp., 300 Delaware Avenue, Wilmington, DE 19801.

(22) Del-Vest, Inc., 300 Delaware Avenue, Wilmington, DE 19801.

(23) Marand Corp., 222 Delaware Avenue, Wilmington, DE 19801.

(24) Millsboro Insurance Agency, 300 Delaware Avenue, Wilmington, DE 19801.

(25) Roney-Richards, Inc., 300 Delaware Avenue, Wilmington, DE 19801.

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 Intermediate 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

-34-

<PAGE>

Warburg Pincus Growth & Income Fund
Warburg Pincus Balanced Fund
Warburg Pincus Tax Free Fund
Warburg Pincus Emerging Markets Fund
Warburg Pincus Global Post-Venture Capital Fund
Warburg Pincus Health Sciences Fund
Warburg Pincus Institutional Fund
Warburg Pincus Japan Growth Fund
Warburg Pincus Post-Venture Capital Fund
Warburg Pincus Small Company Growth Fund
Warburg Pincus Small Company Value Fund
Warburg Pincus Strategic Value Fund
Warburg Pincus Trust
Warburg Pincus Trust II

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) The information required by this item 29(b) is incorporated by
reference to Form BD (SEC File No. 15-654) filed by Distributor with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended.

(c) Information as to commissions and other compensation received by
the principal underwriter from the Registrant is set forth below.

NET COMPENSATION
NAME OF UNDERWRITING ON REDEMPTION
PRINCIPAL DISCOUNTS AND AND BROKERAGE OTHER
UNDERWRITER COMMISSIONS REPURCHASE COMMISSIONS COMPENSATION
----------- ------------- ------------- ----------- ------------
Counsellors $0 $0 $0 $17,199,881
Securities
Inc.

The amounts reported above in the "Other Compensation" column are 12b-1
fees paid by the Registrant to the Registrant's distributor during fiscal year
1996 on behalf of all of the Registrant's funds that have 12b-1 Plans. A
description of the services performed by the distributor in connection with
these fees is contained in Registrant's prospectuses relating to these funds.

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) Drinker Biddle & Reath LLP, Philadelphia National Bank
Building, 1345 Chestnut Street, Philadelphia, Pennsylvania
19107-3496 (Registrant's Articles of Incorporation, By-Laws
and Minute Books).

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

-35-

<PAGE>

(7) Numeric Investors, L.P., 1 Memorial Drive, Cambridge,
Massachusetts 02142 (records relating to its function as
investment adviser).

(8) Boston Partners Assets Management, L.P., One Financial Center,
43rd Floor, Boston, Massachusetts 02111 (records relating to
its function 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.

-36-

<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 Post-Effective Amendment No. 44 to its
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 the 22nd day of April, 1997.

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) April 22, 1997
- ---------------------- Executive Officer) and
Edward J. Roach Treasurer (Principal
Financial and Accounting
Officer)

/S/DONALD VAN RODEN Director April 22, 1997
Donald van Roden

/S/FRANCIS J. MCKAY Director April 22, 1997
Francis J. McKay

/S/MARVIN E. STERNBERG Director April 22, 1997
Marvin E. Sternberg

/S/JULIAN A. BRODSKY Director April 22, 1997
Julian A. Brodsky

/S/ARNOLD M. REICHMAN Director April 22, 1997
Arnold M. Reichman

/S/ROBERT SABLOWSKY Director April 22, 1997
Robert Sablowsky

-37-
<PAGE>

THE RBB FUND, INC.

EXHIBIT INDEX

EXHIBITS

(11)(a) Consent of Drinker Biddle & Reath LLP.

(11)(b) Consent of Independent Accountants.

(17)(a) Financial Data Schedules with respect to
the Boston Partners Large Cap Value Fund
Institutional Class.

(17)(b) Financial Data Schedules with respect to
the Boston Partners Large Cap Value Fund
Investor Class.

Exhibit 11(a)

CONSENT OF COUNSEL

We hereby consent to the use of our name and to the reference
to our Firm under the caption "Counsel" in the Prospectuses and the caption
"Miscellaneous-Counsel" in the Statement of Additional Information included in
Post-Effective Amendment No. 44 to the Registration Statement (File No.
33-20827; and File No. 811-5518) on Form N-1A under the Securities Act of 1933
and the Investment Company Act of 1940, as amended, of The RBB Fund, Inc. This
consent does not constitute a consent under Section 7 of the Securities Act of
1933, and in consenting to the use of our name and the references to our Firm
under such caption we have not certified any part of the Registration Statement
and do not otherwise come within the categories of persons whose consent is
required under said Section 7 or the rules and regulations of the Securities and
Exchange Commission thereunder.

/S/ DRINKER BIDDLE & REATH LLP
DRINKER BIDDLE & REATH LLP

Philadelphia, Pennsylvania

April 22, 1997

Exhibit 11(b)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent in this Post-Effective Amendment No. 44 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 heading
"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
April 22, 1997

<ARTICLE> 6
<CIK> 0000831114
<NAME> THE RBB FUND, INC.
<SERIES>
<NUMBER> 22
<NAME> BOSTON PARTNERS LARGE CAP VALUE INSTITUTIONAL
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-START> JAN-02-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 7557056
<INVESTMENTS-AT-VALUE> 7600444
<RECEIVABLES> 21674
<ASSETS-OTHER> 152547
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 7774665
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 30623
<TOTAL-LIABILITIES> 30623
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 7568368
<SHARES-COMMON-STOCK> 749728
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 20494
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 111792
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 43388
<NET-ASSETS> 7744042
<DIVIDEND-INCOME> 29945
<INTEREST-INCOME> 6311
<OTHER-INCOME> 0
<EXPENSES-NET> 15762
<NET-INVESTMENT-INCOME> 20494
<REALIZED-GAINS-CURRENT> 111792
<APPREC-INCREASE-CURRENT> 43388
<NET-CHANGE-FROM-OPS> 175674
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7568368
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 7744042
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 11790
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 61956
<AVERAGE-NET-ASSETS> 6379553
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> .03
<PER-SHARE-GAIN-APPREC> .30
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.33
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000831114
<NAME> THE RBB FUND, INC.
<SERIES>
<NUMBER> 23
<NAME> BOSTON PARTNERS LARGE CAP VALUE INVESTOR
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-START> JAN-16-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 7557056
<INVESTMENTS-AT-VALUE> 7600444
<RECEIVABLES> 21674
<ASSETS-OTHER> 152547
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 7774665
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 30623
<TOTAL-LIABILITIES> 30623
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 7568368
<SHARES-COMMON-STOCK> 749728
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 20494
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 111792
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 43388
<NET-ASSETS> 7744042
<DIVIDEND-INCOME> 29945
<INTEREST-INCOME> 6311
<OTHER-INCOME> 0
<EXPENSES-NET> 15762
<NET-INVESTMENT-INCOME> 20494
<REALIZED-GAINS-CURRENT> 111792
<APPREC-INCREASE-CURRENT> 43388
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</TABLE>