<PAGE>
As filed with the Securities and Exchange Commission on December 8, 1997
Securities Act File No. 33-20827
Investment Company Act File No. 811-5518
================================================================================
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. 51 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 53 [X]
-------------------------------------
THE RBB FUND, INC.
(Government Securities Portfolio: RBB 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 Numeric Investors Micro Cap Fund:
ni Class; ni Numeric Investors Growth Fund: ni Class; ni Numeric Investors
Growth & Value Fund: ni Class; ni Numeric Investors Larger Cap 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; Boston Partners Bond Fund: Boston Partners
Institutional Class and Boston Partners Investor Class; Money Market Portfolio:
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: 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; Government Obligations
Money Market Portfolio: Sansom Street Class, Bedford Class, Janney Class, Beta
Class, Gamma Class, Delta Class, Epsilon Class, Zeta Class, Eta Class and Theta
Class; New York Municipal Money Market Portfolio: Bedford Class, Janney Class,
Beta Class, Gamma Class, Delta Class, Epsilon Class, Zeta Class, Eta Class and
Theta Class)
------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 100
Wilmington, DE 19809
(Address of Principal Executive Offices)
----------------------------------------
Registrant's Telephone Number: (302) 792-2555
Copies to:
GARY M. GARDNER, ESQUIRE 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)
[_] immediately upon filing pursuant to paragraph (b)
[X] on December 9, 1997 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
If appropriate, check the following box:
[_] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
THE RBB FUND, INC.
(n/i Numeric Investors Micro Cap, n/i Numeric Investors
Growth, n/i Numeric Investors Growth & Value
and n/i Numeric Investors Larger Cap Value Funds)
n/i numeric investors family of funds
CROSS REFERENCE SHEET
---------------------
Pursuant to Rule 495(a)
under the Securities Act of 1933
<TABLE>
<CAPTION>
Form N-1A Item Location
- -------------- --------
<C> <S> <C>
Part A Prospectus
1. Cover Page........................................ Cover Page
2. Synopsis.......................................... Introduction
3. Condensed Financial Information................... Financial Highlights
4. General Description of Registrant................. Cover Page; The Funds; Investment
Objectives and Policies;
Investment Limitations
5. Management of the Fund............................ Management
5A. Management's Discussion
of Fund Performance............................. Not Applicable
6. Capital Stock and Other Securities................ Dividends and Distributions;
Taxes; 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. Pending Legal Proceedings......................... Not Applicable
</TABLE>
<PAGE>
THE RBB FUND, INC.
(n/i Numeric Investors Micro Cap, n/i Numeric Investors
Growth, n/i Numeric Investors Growth & Value
and n/i Numeric Investors Larger Cap Value Funds)
n/i numeric investors family of funds
CROSS REFERENCE SHEET
---------------------
Pursuant to Rule 495(a)
under the Securities Act of 1933
<TABLE>
<CAPTION>
Form N-1A Item Location
- -------------- --------
<C> <S> <C>
PART B STATEMENT OF ADDITIONAL INFORMATION
10. Cover Page...................................... Cover Page
11. Table of Contents............................... Cover Page
12. General Information and History................. General; Directors and Officers;
Additional Information Concerning
Fund Shares; Miscellaneous; see
Prospectus - "The Funds"
13. Investment Objectives and Policies.............. Investment Objectives and
Policies; Investment Limitations
14. Management of the Fund.......................... Directors and Officers; Investment
Advisory, Distribution and
Servicing Arrangements
15. Control Persons and Principal Holders
of Securities................................. Miscellaneous
16. Investment Advisory and Other
Services...................................... Investment Advisory, Distribution
and Servicing Arrangements; See
Prospectus - "Management"
17. Brokerage Allocation and Other
Practices..................................... Fund Transactions
18. Capital Stock and Other Securities.............. Additional Information Concerning
Fund Shares; See Prospectus -
"Dividends and Distributions" and
"Description of Shares"
19. Purchase, Redemption and Pricing of
Securities Being Offered...................... Purchase and Redemption
Information; Valuation of Shares;
See Prospectus - "How to Purchase
Shares" and "How to Redeem Shares"
20. Tax Status...................................... Taxes; See Prospectus - "Taxes"
21. Underwriters.................................... Not Applicable
22. Calculation of Performance Data................. Performance Information
23. Financial Statements............................ Miscellaneous
</TABLE>
<PAGE>
N/I NUMERIC INVESTORS
family of funds
N/I NUMERIC INVESTORS Micro Cap Fund CLOSED
N/I NUMERIC INVESTORS Growth Fund CLOSED
N/I NUMERIC INVESTORS Growth & Value Fund
N/I NUMERIC INVESTORS Larger Cap Value Fund
--------------------------------------------
advised by NUMERIC INVESTORS LP(R)
--------------------------------------------
Prospectus
December 9, 1997
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN RBB'S STATEMENT OF
ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH
THE OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY RBB OR
ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY RBB OR BY
THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE
MADE.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INTRODUCTION............................................................... 2
FINANCIAL HIGHLIGHTS....................................................... 6
INVESTMENT OBJECTIVES AND POLICIES......................................... 7
INVESTMENT LIMITATIONS..................................................... 11
MANAGEMENT................................................................. 12
FUND TRANSACTIONS.......................................................... 14
HOW TO PURCHASE SHARES..................................................... 14
HOW TO REDEEM SHARES....................................................... 17
NET ASSET VALUE............................................................ 19
DIVIDENDS AND DISTRIBUTIONS................................................ 19
TAXES...................................................................... 19
DESCRIPTION OF SHARES...................................................... 20
OTHER INFORMATION.......................................................... 21
APPENDIX A--Performance Benchmarks......................................... A-1
</TABLE>
INVESTMENT ADVISER
Numeric Investors L.P.
Cambridge, Massachusetts
CUSTODIAN
Custodial Trust Company
Princeton, New Jersey
CO-ADMINISTRATOR, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
PFPC Inc.
Wilmington, Delaware
CO-ADMINISTRATOR
Bear Stearns Funds Management Inc.
New York, New York
ADMINISTRATIVE SERVICES AGENT
Counsellors Funds Service, Inc.
New York, New York
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>
N/I NUMERIC INVESTORS family of funds
of
The RBB Fund, Inc.
The n/i numeric investors family of funds consists of four classes of common
stock of The RBB Fund, Inc. ("RBB"), an open-end management investment
company. The shares of each such class (collectively, the "n/i numeric
investors family of funds Shares" or "Shares") offered by this Prospectus
represent interests in one of four investment portfolios of RBB and are
designed to offer a variety of investment opportunities (each such investment
portfolio referred to as a "Fund," collectively, the "Funds"). The investment
objectives of each investment portfolio described in this Prospectus are as
follows:
N/I NUMERIC INVESTORS MICRO CAP FUND--to provide long-term capital
appreciation. The Fund invests generally in common stock of companies with
higher than average earnings growth rates and market capitalization of $500
million or less, although the Fund may invest in companies with higher
market capitalization and lower than average growth rates.
N/I NUMERIC INVESTORS GROWTH FUND--to provide long-term capital
appreciation. The Fund invests generally in common stock of companies with
smaller ($1 billion or less) market capitalization, or companies with
substantial equity capital and higher than average earnings growth rates.
N/I NUMERIC INVESTORS GROWTH & VALUE FUND--to provide long-term capital
appreciation. The Fund invests generally in common stock of middle and
large market capitalization companies where earnings per share are
improving more rapidly than the earnings per share of the average company,
as well as companies whose securities have market valuations which are
lower than the average market valuations of securities, as measured by such
characteristics as price to earnings ratios and price to book ratios.
N/I NUMERIC INVESTORS LARGER CAP VALUE FUND--to provide long-term capital
appreciation. The Fund invests generally in common stock of larger ($1
billion or more) market capitalization companies. The stock selection
process for this Fund is primarily determined by the fair valuation stock
model which seeks to identify companies whose securities have market
valuations that are lower than the average market valuations of securities,
as measured by such characteristics as price to earnings ratios and price
to book ratios. Also considered, but of less importance, is the growth
stock model which seeks to identify companies whose earnings per share are
improving more rapidly than the earnings per share of the average company.
IMPORTANT FUND CLOSING INFORMATION
NUMERIC INVESTORS L.P. ("NUMERIC"), THE FUNDS' INVESTMENT ADVISER, WILL
MONITOR THE FUNDS' TOTAL ASSETS AND MAY CLOSE ANY OF THE FUNDS AT ANY TIME TO
NEW INVESTMENT DUE TO CONCERNS THAT AN INCREASE IN THE SIZE OF A FUND MAY
ADVERSELY AFFECT THE IMPLEMENTATION OF NUMERIC'S INVESTMENT STRATEGY. NUMERIC
MAY ALSO CHOOSE TO REOPEN A CLOSED FUND TO NEW INVESTMENT AT ANY TIME, AND MAY
SUBSEQUENTLY CLOSE SUCH FUND AGAIN SHOULD CONCERNS REGARDING FUND SIZE RECUR.
AT THE TIME OF THIS PROSPECTUS, THE N/I NUMERIC INVESTORS MICRO CAP AND GROWTH
FUNDS ARE CLOSED TO FURTHER INVESTMENT, EXCEPT AS DESCRIBED ON PAGE 17 HEREOF.
IN THE EVENT THAT THE NET ASSETS OF THE N/I NUMERIC INVESTORS GROWTH AND VALUE
FUND REACH $200,000,000, THE SALE OF ADDITIONAL SHARES OF THIS FUND WILL ALSO
BE RESTRICTED AS DESCRIBED ON PAGE 17 HEREOF.
Shares of the n/i numeric investors family of funds are not deposits or
obligations of, or guaranteed or endorsed by, PNC Bank, National Association
or any other bank and shares are not federally insured by the Federal Deposit
Insurance Corporation, the Federal Reserve Board, or any other agency.
Investments in n/i numeric investors family of funds Shares involve investment
risks, including the possible loss of principal.
This Prospectus contains information that a prospective investor needs to
know before investing. Please keep it for future reference. A Statement of
Additional Information, dated December 9, 1997, has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
Prospectus. The Prospectus and Statement of Additional Information are
available for reference, along with other related materials, on the SEC
Internet Web Site (http://www.sec.gov). It may also be obtained free of charge
by calling (800) NUMERIC [(800) 686-3742].
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTUS December 9, 1997
<PAGE>
INTRODUCTION
RBB is registered under the Investment Company Act of 1940 (the "1940 Act") as
an open-end management investment company and is currently operating or
proposing to operate twenty-two separate investment portfolios. Each of the
four classes of Shares offered by this Prospectus represents interests in one
of the following four investment portfolios: n/i numeric investors Micro Cap
Fund; n/i numeric investors Growth Fund; n/i numeric investors Growth & Value
Fund; and n/i numeric investors Larger Cap Value Fund. RBB was incorporated
under the laws of the State of Maryland on February 29, 1988.
WHO SHOULD INVEST: LONG-TERM INVESTORS SEEKING CAPITAL APPRECIATION
The Funds are intended for investors who are seeking long-term capital
appreciation, and who do not need to earn current income from their investment
in the Funds. The net asset values per share of Shares representing interests
in the Funds will fluctuate as the values of the portfolio securities change
in response to changing market prices and other factors. Because of the risks
associated with common stock investments, the Funds are intended to be a long-
term investment vehicle and are not designed to provide investors with a means
of speculating on short-term stock market movements. Investors should be able
to tolerate sudden, sometimes substantial fluctuations in the value of their
investment. Investors who engage in excessive account activity generate
additional costs that are borne by all of a Fund's shareholders. In order to
minimize such costs, the Funds reserve the right to reject any purchase
request (including exchange purchases from other n/i numeric investors Funds)
that is reasonably deemed to be disruptive to efficient portfolio management,
either because of the timing of the investment or previous excessive trading
by the investor. Additionally, the Funds have adopted exchange privilege
limitations permitting three exchanges per year as described in the section
"Exchange Privilege Limitations." Finally, the Funds reserve the right to
suspend the offering of their shares.
Because of these risks, the Funds should not be considered a complete
investment program. Most investors should maintain diversified holdings of
securities with different risk characteristics-- including common stocks,
bonds and money market instruments. Investors may wish to purchase shares on a
regular, periodic basis (Automatic Investing), rather than investing in one
lump sum, in order to reduce the risk of investing all their monies in common
stocks at a particularly unfavorable time. Investors may also wish to
complement an investment in the Fund with other types of common stock
investments.
FUND MANAGEMENT
Numeric serves as the investment adviser to the Funds. Numeric specializes in
the active management of U.S. equity portfolios using internally developed
quantitative stock selection and portfolio risk-control techniques, and
currently has over $3.8 billion in assets under management for individual,
limited partnership, an off-shore fund, mutual fund, pension plan and
endowment accounts.
THE FUNDS
The investment objectives and policies of each of the Funds are summarized in
the table below. There is no assurance that a Fund will achieve its investment
objective.
<TABLE>
<CAPTION>
N/I
NUMERIC
INVESTORS INVESTMENT PERFORMANCE
FUND OBJECTIVE/POLICY BENCHMARK*
- -------------------------------------------------------------------------------
<C> <S> <C>
Micro Cap Objective is to provide long-term capital Russell 2000
appreciation. Invests generally in common stock of Growth Index
companies with market capitalizations of $500 million
or less and higher than average earnings growth
rates.
- -------------------------------------------------------------------------------
Growth Objective is to provide long-term capital Russell 2500
appreciation. Invests generally in common stock of Growth Index
companies with smaller ($1 billion or less) market
capitalization or companies with substantial equity
capital and higher than average earnings growth
rates.
- -------------------------------------------------------------------------------
Growth & Objective is to provide long-term capital S&P MidCap
Value appreciation. Invests generally in common stocks of 400 Index
middle and large market capitalization companies
where earnings per share are improving more rapidly
than the earnings per share of the average company,
as well as companies whose securities have market
valuations which are lower than the average market
valuations of securities, as measured by such
characteristics as price to earnings ratios and price
to book ratios.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
N/I
NUMERIC
INVESTORS INVESTMENT PERFORMANCE
FUND OBJECTIVE/POLICY BENCHMARK*
- -------------------------------------------------------------------------------
<C> <S> <C>
Larger Cap Objective is to provide long-term capital Russell 1000
Value appreciation. The Fund invests generally in common Value Index
stock of larger ($1 billion or more) market
capitalization companies. The stock selection
process for this Fund is primarily determined by the
fair valuation stock model which seeks to identify
companies whose securities have market valuations
that are lower than the average market valuations of
securities, as measured by such characteristics as
price to earnings ratios and price to book ratios.
Also considered, but of less importance, is the
growth stock model which seeks to identify companies
whose earnings per share are improving more rapidly
than the earnings per share of the average company.
</TABLE>
- --------
* For more information on a Fund's benchmark, see Appendix A at the back of
this prospectus.
FEE TABLE
The following tables illustrate all expenses and fees (after expected fee
waivers and expense reimbursements) that a shareholder would incur in each
Fund. The expenses and fees in the tables for the n/i numeric investors Micro
Cap, Growth and Growth & Value Funds are based on expenses incurred for the
fiscal year ended August 31, 1997. The expenses and fees in the tables for the
n/i numeric investors Larger Cap Value Fund are based on expenses expected to
be incurred in the current fiscal period.
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<S> <C>
Maximum Sales Charge Imposed on Purchases (as
percentage of offering price) NONE
Sales Charge Imposed on Reinvested Dividends NONE
Redemption Fees NONE
Exchange Fees/1/ NONE
</TABLE>
- --------
1 Exchanges are limited to three (3) per year. See "How to Purchase Shares--
Exchange Privilege Limitations."
Annual Fund Operating Expenses (as a percentage of average net assets)
<TABLE>
<CAPTION>
GROWTH LARGER
MICRO & CAP
CAP GROWTH VALUE VALUE
FUND FUND FUND FUND
----- ------ ------ ------
<S> <C> <C> <C> <C>
Management Fees
(after waivers)/1/................................. .51% .52% .37% 0%
12b-1 Fees.......................................... None None None None
Other Expenses
(after waivers and reimburse
ments)/1/.......................................... .49% .48% .63% 1.00%
---- ---- ---- ----
Total Fund Operating Expenses,
(after waivers and
reimburse
ments)/1/.......................................... 1.00% 1.00% 1.00% 1.00%
==== ==== ==== ====
</TABLE>
- --------
1. Before expense reimbursements and waivers, Management Fees would be 0.75%
for each of the four Funds, Other Expenses would be .70% for the Micro Cap
Fund, .65% for the Growth Fund, 1.06% for the Growth & Value Fund and are
expected to be 1.01% for the Larger Cap Value Fund. Total Fund Operating
Expenses would be 1.45% for the Micro Cap Fund, 1.40% for the Growth Fund,
1.81% for the Growth & Value Fund and are expected to be 1.76% for the
Larger Cap Value Fund.
EXAMPLE
An investor would pay the following expenses on a $1,000 investment in each of
the Funds, assuming (1) a 5% annual return, and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
---- ----- ----- -----
<S> <C> <C> <C> <C>
Micro Cap................................................ $10 $32 $55 $122
Growth................................................... $10 $32 $55 $122
Growth & Value........................................... $10 $32 $55 $122
Larger Cap Value......................................... $10 $32 $55 $122
</TABLE>
The Examples in the Fee Table assume that all dividends and distributions are
reinvested and that the amounts listed under "Annual Fund Operating Expenses"
remain the same in the years shown. THE EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE INVESTMENT RETURN OR OPERATING EXPENSES AND
ACTUAL INVESTMENT RETURN OR OPERATING EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN.
The Fee Table is designed to assist an investor in understanding the various
costs and expenses that an
3
<PAGE>
investor in any of the n/i numeric investors family of funds Classes of RBB
will bear directly or indirectly. (For more complete descriptions of the
various costs and expenses, see "Management" and "Distribution of Shares"
below.) The Fee Table reflects expense reimbursements and a voluntary waiver
of Management Fees for each Fund through the current fiscal year. There can be
no assurance that any future expense reimbursements and waivers (if any) of
Management Fees will not vary from the figures reflected in the Fee Table. In
addition, Numeric is expected to voluntarily assume additional expenses of the
Larger Cap Value Fund. There can be no assurance that Numeric will continue to
assume such expenses. Assumption of additional expenses will have the effect
of lowering a Fund's overall expense ratio and increasing its yield or total
return to investors. "Other Expenses" for the Funds are based on estimated
amounts for the current fiscal year.
OFFERING PRICES
Shares of the n/i numeric investors Growth & Value Fund and the n/i numeric
investors Larger Cap Value Fund are offered to the public. Shares of the n/i
numeric investors Micro Cap Fund and the n/i numeric investors Growth Fund are
offered only to certain persons described under "How to Purchase Shares--
Closing of Funds." Purchase orders receive the next determined net asset value
after receipt of an order in proper form by PFPC Inc. ("PFPC"), the Funds'
transfer agent. THE SHARES ARE OFFERED ON A NO-LOAD BASIS: THERE IS NO SALES
CHARGE IMPOSED ON PURCHASES OF SHARES, NOR ARE THE SHARES SUBJECT TO A
DISTRIBUTION ("12B-1") FEE.
MINIMUM INITIAL AND SUBSEQUENT INVESTMENTS
The minimum initial investment for each Fund is $3,000. Subsequent investments
must be $100 or more. The minimum initial investment for an Automatic
Investment Plan is $1,000 with minimum monthly payments of $100. The minimum
investment for Individual Retirement Accounts ("IRAs"), or pension, profit-
sharing or other employee benefit plans is $1,000 and minimum subsequent
investments are $100. See "How to Purchase Shares."
EXCHANGES
Shares of a n/i numeric investors family of funds may be exchanged up to three
(3) times per year for Shares of the n/i numeric investors Growth & Value Fund
or the n/i numeric investors Larger Cap Value Fund at the net asset value next
determined after receipt by PFPC of an exchange request. In addition, RBB
reserves the right to impose an administrative charge for each exchange or to
reject any exchange request that is reasonably deemed to be disruptive to
efficient portfolio management. See "How to Purchase Shares--Exchange
Privilege" and "Exchange Privilege Limitation."
REDEMPTION PRICE
Shares generally may be redeemed at any time at their net asset value next
determined after receipt by PFPC of a redemption request. RBB reserves the
right, upon 30 days' written notice, to redeem an account in any of the Funds
if the net asset value of the investor's Shares in that account falls below
$500 and is not increased to at least such amount within such 30-day period.
See "How to Redeem Shares."
RISK FACTORS TO CONSIDER
An investment in any of the Funds is subject to certain risks, as set forth in
detail under "Investment Objectives and Policies." As with other mutual funds,
there can be no assurance that any Fund will achieve its objective. Some or
all of the Funds, to the extent set forth under "Investment Objectives and
Policies," may engage in the following investment practices: short sales,
borrowings, the lending of portfolio securities, engaging in options and
futures transactions and investments in micro-cap and small cap issuers. All
of these transactions involve certain special risks, as set forth under
"Investment Objectives and Policies." In addition, the Funds may be subject to
high portfolio turnover rates. See "Investment Objectives and Policies--
Portfolio Turnover" and "Taxes."
4
<PAGE>
SHAREHOLDER INQUIRIES
For questions regarding shareholder accounts, call toll-free: 1-800-348-5031.
Any questions regarding (i) new or existing accounts or (ii) purchases or
redemptions should be directed to PFPC by writing to it at:
n/i numeric investors family of funds
c/o PFPC Inc.
Bellevue Park Corporate Center
400 Bellevue Parkway
Wilmington, Delaware 19809
For overnight deliveries:
n/i numeric investors family of funds
c/o PFPC Inc.
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 108
Wilmington, Delaware 19809
or by calling PFPC toll-free at:
1-800-348-5031.
To request a prospectus, call toll-free:
1-800 NUMERIC [1-800-686-3742].
For any other questions, call toll-free:
1-800-NUMERIC [1-800-686-3742].
To reach Numeric and the Funds on the Internet: Information is available on the
Internet through the World Wide Web. Shareholders and investment professionals
may obtain information on Numeric and the Funds by accessing:
http://www.numeric.com
To reach Numeric through e-mail:
[email protected]
This Column intentionally left blank.
5
<PAGE>
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for each share
outstanding, total investment return, ratios to average net assets and other
supplemental data for the period from commencement of operations (June 3,
1996) through August 31, 1996 and for the fiscal year ended August 31, 1997.
The financial data included in this table should be read in conjunction with
the financial statements and related notes contained in the Annual Report to
Shareholders and incorporated by reference in the Statement of Additional
Information. No financial information has been provided with respect to the
n/i numeric investors Larger Cap Value Fund because it had not commenced
operations as of August 31, 1997.
<TABLE>
<CAPTION>
MICRO GROWTH
CAP GROWTH & VALUE
FUND FUND FUND
--------------------- --------------------- --------------------
FISCAL YEAR PERIOD FISCAL YEAR PERIOD FISCAL YEAR PERIOD
ENDED ENDED ENDED ENDED ENDED ENDED
8/31/97 8/31/96* 8/31/97 8/31/96* 8/31/97 8/31/96*
----------- -------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE**
Net asset value, $ 11.67 $ 12.00 $ 11.84 $ 12.00 $ 11.56 $ 12.00
beginning of period....
-------- ------- -------- ------- ------- -------
Net investment income (0.01) 0.01 (0.04) 0.01 0.08 0.03
(loss)(1)..............
Net realized and
unrealized gain (loss)
on investments(2)...... 6.82 (0.34) 4.50 (0.17) 5.58 (0.47)
-------- ------- -------- ------- ------- -------
Net increase (decrease)
in net assets resulting
from operations........ 6.81 (0.33) 4.46 (0.16) 5.66 (0.44)
-------- ------- -------- ------- ------- -------
Dividends to
Shareholders from net
investment income...... (0.01) -- (0.01) -- (0.06) --
-------- ------- -------- ------- ------- -------
Net asset value, end of
period................. $ 18.47 $ 11.67 $ 16.29 $ 11.84 $ 17.16 $ 11.56
======== ======= ======== ======= ======= =======
Total investment 58.41% (2.75)% 37.69% (1.33)% 49.11% (3.67)%
return(3)..............
======== ======= ======== ======= ======= =======
RATIOS/SUPPLEMENTAL DATA
Net assets, end of $142,119 $14,100 $117,724 $26,756 $52,491 $ 3,813
period (000's
omitted)...............
Ratio of expenses to
average net
assets(1)(4)........... 1.00% 1.00%*** 1.00% 1.00%*** 1.00% 1.00%***
Ratio of net investment
income (loss) to
average net assets(1).. (0.06)% 0.73%*** (0.38)% 0.71%*** 0.79% 1.89%***
Portfolio turnover 233.49% 42.92%**** 266.25% 19.21%**** 263.83% 5.25%****
rate...................
Average commission rate $ 0.0327 $0.0339 $ 0.0397 $0.0365 $0.0369 $0.0363
per share(5)...........
</TABLE>
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* These Funds commenced operations on June 3, 1996.
** 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 respective
periods is not in accord with the changes in the aggregate gains and
losses in investments during the respective periods because of the timing
of sales and repurchases of Fund shares in relation to fluctuating net
asset value during the periods.
(3) Total investment return is calculated assuming a purchase of shares on
the first day and a sale of shares on the last day of each period
reported and includes reinvestments of dividends and distributions, if
any. Total investment returns are 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 periods ended August
31, 1997 and August 31, 1996, respectively, would have been 1.45% and
3.45% for Micro Cap Fund, 1.40% and 2.62% for the Growth Fund, and 1.81%
and 8.98% for the Growth & Value Fund.
(5) Computed by dividing the total amount of commissions paid by the total
number of shares purchased and sold during the periods subject to such
commissions.
6
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
To meet its investment objective, each Fund employs a specific investment
style, as described below. There is no assurance that a Fund will achieve its
investment objective.
The investment objective of the n/i numeric investors Micro Cap Fund is to
provide long-term capital appreciation. The Fund invests generally in common
stocks, although it may also invest in securities which are convertible into
common stock, fixed income securities and money market securities. Under
normal circumstances, the Fund invests at least 65% of its total assets in
common stock of companies with market capitalization of $500 million or less,
although the Fund may invest in companies with higher market capitalization.
Numeric determines its stock selection decisions for this Fund primarily on
the basis of its growth stock model, which seeks to identify companies whose
earnings per share are improving more rapidly than the earnings per share of
the average company. Considered, but of significantly less importance, is the
fair valuation stock model, Fair Value, which seeks to identify companies
whose securities have market valuations that are lower than the average market
valuations of securities, as measured by characteristics including price to
earnings ratios and price to book ratios. The Fund measures its performance
against the Russell 2000 Growth Index.
The investment objective of the n/i numeric investors Growth Fund is to
provide long-term capital appreciation. The Fund invests generally in common
stocks, although it may also invest in securities which are convertible into
common stock, fixed income securities and money market securities. Under
normal circumstances, the Fund invests in common stock of companies with
smaller ($1 billion or less) market capitalization or companies with
substantial equity capital and higher than average earnings growth rates.
Numeric determines its stock selection decisions for this Fund primarily on
the basis of its growth stock model, which seeks to identify companies whose
earnings per share are improving more rapidly than the earnings per share of
the average company. Considered, but of significantly less importance, is the
Fair Value model, which seeks to identify companies whose securities have
market valuations that are lower than the average market valuations of
securities, as measured by characteristics including price to earnings ratios
and price to book ratios. The Fund will measure its performance against the
Russell 2500 Growth Index.
The investment objective of the n/i numeric investors Growth & Value Fund is
to provide long-term capital appreciation. The Fund invests generally in
common stocks of middle and large market capitalization companies where
earnings per share are improving more rapidly than earnings per share of the
average Company, as well as
companies whose securities have market valuations which are lower than the
average market valuations of securities, as measured by such characteristics
as price to earnings ratios and price to book ratios. The Fund may also invest
in securities which are convertible into common stock, fixed income securities
and money market securities. Numeric determines its stock selection decisions
for this Fund primarily on the basis of its growth stock model and its Fair
Value stock model. The growth stock model seeks to identify companies whose
earnings per share are improving more rapidly than the earnings per share of
the average company. The Fair Value stock model seeks to identify companies
whose securities have market valuations that are lower than the average market
valuation of securities, as measured by characteristics including price to
earnings ratios and price to book ratios. The Fund anticipates that it will
invest a large portion of its total assets in common stock of "mid cap"
companies, which the Fund defines as the 151st to the 1000th largest companies
(excluding American Depository Receipts ("ADRs")) as ranked by market
capitalization. The market capitalization of the 1000th largest company is
approximately $1.1 billion. The Fund will measure its performance against the
S&P MidCap 400 Index.
The investment objective of the n/i numeric investors Larger Cap Value Fund is
to provide long-term capital appreciation. The Fund invests generally in
common stock of larger ($1 billion or more) market capitalization companies,
although it may also invest in middle capitalization companies and securities
which are convertible into common stock, fixed income securities and money
market securities. Under normal circumstances, the Fund invests at least 65%
of its total assets in common stock of companies with a market capitalization
of $1 billion or more. Numeric determines its stock selection decisions for
this Fund primarily on the basis of its Fair Value stock model which seeks to
identify companies whose securities have market valuations
7
<PAGE>
that are lower than the average market valuations of securities, as measured
by such characteristics as price to earnings ratios and price to book ratios.
Also considered, but of less importance, is the growth stock model which seeks
to identify companies whose earnings per share are improving more rapidly than
the earnings per share of the average company. The Fund anticipates that it
will invest a large portion of its total assets in common stock of the 1000
largest companies (excluding ADRs) as ranked by market capitalization. The
market capitalization of the 1000th largest company is approximately $1.1
billion. The Fund will measure its performance against the Russell 1000 Value
Index.
NUMERIC'S INVESTMENT STYLE. Numeric employs a quantitative approach to
investment management. Numeric relies on proprietary quantitative computer
models utilizing internally developed computer technology and financial
databases to assist in the stock selection process. Numeric's proprietary
models are capable of ranking a large universe of eligible investments using a
wide array of financial data such as market price, book value, earnings, cash
flow and earnings growth rates. The models also evaluate the degree to which
independent research analysts are changing their earnings forecasts for the
companies they follow. The models are broadly classified into two types:
Numeric's value stock model, Fair Value, seeks to identify companies whose
securities have market valuations that are lower than the average market
valuation of securities, as measured by characteristics including price to
earnings ratios and price to book ratios; Numeric's growth stock model,
Estrend(TM), seeks to identify companies whose earnings per share are
improving more rapidly than the earnings per share of the average company.
Stocks are ranked according to their relative attractiveness as determined by
these models. These rankings assist Numeric in constructing a portfolio it
believes is invested in the most attractive securities consistent with a
Fund's investment objectives. The same investment strategy used to manage a
particular Fund also may be used for institutional accounts managed by
Numeric. These models may be changed periodically to capture the insights of
Numeric's ongoing research efforts.
In pursuing the investment objectives of each of the Funds, Numeric may use
the investment instruments and techniques discussed below:
EQUITY MARKETS. The Funds invest primarily in equity markets at all times.
Equity markets can be highly volatile, so that investing in the Funds involves
substantial risk. In addition, the Funds can and will typically invest in
stocks that are riskier and more volatile than the average stock. As a result,
investing in these Funds involves risk of substantial loss of capital.
OPTIONS AND FUTURES. The Funds may write covered call options, buy put
options, buy call options and write put options, without limitation except as
noted in this paragraph. Such options may relate to particular securities or
to various indexes and may or may not be listed on a national securities
exchange or issued by the Options Clearing Corporation. The Funds may also
invest in futures contracts and options on futures contracts (index futures
contracts or interest rate futures contracts, as applicable) for hedging
purposes, including conversion of cash to equity.
Options trading is a highly specialized activity which entails greater than
ordinary investment risks. A call option for a particular security gives the
purchaser of the option the right to buy, and a writer the obligation to sell,
the underlying security at the stated exercise price at any time prior to the
expiration of the option, regardless of the market price of the security. The
premium paid to the writer is in consideration for undertaking the obligations
under the option contract. A put option for a particular security gives the
purchaser the right to sell the underlying security at the stated exercise
price at any time prior to the expiration date of the option, regardless of
the market price of the security. In contrast to an option on a particular
security, an option on an index provides the holder with the right to make or
receive a cash settlement upon exercise of the option. The amount of this
settlement will be equal to the difference between the closing price of the
index at the time of exercise and the exercise price of the option expressed
in dollars, times a specified multiple.
The Funds will engage in unlisted over-the-counter options only with broker-
dealers deemed creditworthy by Numeric. Closing transactions in certain
options are usually effected directly with the same broker-dealer that
effected the original option transaction. The Funds bear the risk that the
broker-dealer will fail to meet its obligations. There is no assurance that
the Funds will he able to close an unlisted option position. Furthermore,
unlisted options are not subject to the protections afforded purchasers of
listed options by the Options Clearing
8
<PAGE>
Corporation, which performs the obligations of its members who fail to do so
in connection with the purchase or sale of options.
To enter into a futures contract, the Funds must make a deposit of an initial
margin with their custodian in a segregated account in the name of the futures
broker. Subsequent payments to or from the broker, called variation margin,
will be made on a daily basis as the price of the underlying security or index
fluctuates, making the long and short positions in the futures contracts more
or less valuable.
The risks related to the use of options and futures contracts include: (i) the
correlation between movements in the market price of a Fund's investments
(held or intended for purchase) being hedged and in the price of the futures
contract or option may be imperfect; (ii) possible lack of a liquid secondary
market for closing out options or futures positions; (iii) the need for
additional portfolio management skills and techniques; and (iv) losses due to
unanticipated market movements. Successful use of options and futures by the
Funds is subject to Numeric's ability to predict correctly movements in the
direction of the market. For example, if a Fund uses future contracts as a
hedge against the possibility of a decline in the market adversely affecting
securities held by it and securities prices increase instead, the Fund will
lose part or all of the benefit of the increased value of its securities which
it has hedged because it will have approximately equal offsetting losses in
its futures positions. The risk of loss in trading futures contracts in some
strategies can be substantial, due both to the low margin deposits required,
and the extremely high degree of leverage involved in futures pricing. As a
result, a relatively small price movement in a futures contract may result in
immediate and substantial loss or gain to the investor. Thus, a purchase or
sale of a futures contract may result in losses or gains in excess of the
amount invested in the contract. For a further discussion see "Investment
Objectives and Policies" in the Statement of Additional Information.
SHORT SALES. Short sales are transactions in which a Fund sells a security it
does not own in anticipation of a decline in the market value of that
security. To complete such a transaction, the Fund must borrow the security to
make delivery to the buyer. The Fund then is obligated to replace the security
borrowed by purchasing it at the market price at the time of replacement. The
price at such time may be more or less than the price at which the security
was sold by the Fund. Until the security is replaced, the Fund is required to
pay to the lender amounts equal to any dividend which accrues during the
period of the loan. To borrow the security, the Fund also may be required to
pay a premium, which would increase the cost of the security sold. The
proceeds of the short sale will be retained by the broker, to the extent
necessary to meet margin requirements, until the short position is closed out.
Until a Fund replaces a borrowed security in connection with a short sale, the
Fund will: (a) maintain daily a segregated account, containing cash, cash
equivalents, or liquid marketable securities, at such a level that (i) the
amount deposited in the account plus the amount deposited with the broker as
collateral will equal the current value of the security sold short and (ii)
the amount deposited in the segregated account plus the amount deposited with
the broker as collateral will not be less than the market value of the
security at the time it was sold short; or (b) otherwise cover its short
position in accordance with positions taken by the Staff of the Securities and
Exchange Commission.
A Fund will incur a loss as a result of the short sale if the price of the
security increases between the date of the short sale and the date on which
the fund replaces the borrowed security. The Fund will realize a gain if the
security declines in price between those dates. This result is the opposite of
what one would expect from a cash purchase of a long position in a security.
The amount of any gain will be decreased, and the amount of any loss
increased, by the amount of any premium or amounts in lieu of interest the
Fund may be required to pay in connection with a short sale. The Fund may
purchase call options to provide a hedge against an increase in the price of a
security sold short by the Fund. See "Options and Futures Contracts" above.
The Funds anticipate that the frequency of short sales will vary substantially
in different periods, and they do not intend that any specified portion of
their assets, as a matter of practice, will be invested in short sales.
However, no securities will be sold short if, after effect is given to any
such short sale, the total market value of all securities sold short would
exceed 25% of the value of a Fund's net assets.
In addition to the short sales discussed above, the Funds may make short sales
"against the box," a transaction in which a Fund enters into a short sale of a
security that the Fund owns. The proceeds of the
9
<PAGE>
short sale will be held by a broker until the settlement date at which time
the Fund delivers the security to close the short position. The Fund receives
the net proceeds from the short sale. It currently is anticipated that the
Funds will make short sales against the box for purposes of protecting the
value of the Funds' net assets.
LENDING OF FUND SECURITIES. The Funds may lend their portfolio securities to
financial institutions. Such loans would involve risks of delay in receiving
additional collateral in the event the value of the collateral decreases below
the value of the securities loaned or of delay in recovering the securities
loaned or even loss of rights in the collateral should the borrower of the
securities fail financially. However, loans will be made only to borrowers
which Numeric deems to be of good standing and only when, in Numeric's
judgment, the income to be earned from the loans justifies the attendant
risks. A Fund may not make loans in excess of 33 1/3% of the value of its
total assets.
PORTFOLIO TURNOVER. The Funds may be subject to a greater degree of turnover
and thus a higher incidence of short-term capital gains taxable as ordinary
income than might be expected from portfolios which invest substantially all
of their funds on a long-term basis, and correspondingly larger brokerage
charges and other transaction costs can be expected to be borne by such Funds.
The Larger Cap Value Fund anticipates that its annual turnover will range from
150% to 300% depending on market conditions. Such turnover rates are greater
than that of many other investment companies. The portfolio turnover rates for
the other Funds for the period ended August 31, 1996 and for the fiscal year
ended August 31, 1997 are set forth above in the financial highlights on page
6.
MICRO CAP AND SMALL CAP STOCKS. Securities of companies with micro and small
capitalizations tend to be riskier than securities of companies with medium or
large capitalizations. This is because micro and small cap companies typically
have smaller product lines and less access to liquidity than mid cap or large
cap companies, and are therefore more sensitive to economic downturns. In
addition, growth prospects of micro and small cap companies tend to be less
certain than mid or large cap companies, and the dividends paid on micro and
small cap stocks are frequently negligible. Moreover, micro and small cap
stocks have, on occasion, fluctuated in the opposite direction of large cap
stocks or the general stock market. Consequently, securities of micro and
small cap companies tend to be more volatile than those of mid and large cap
companies.
BORROWING MONEY. As a fundamental policy, the Funds are permitted to borrow to
the extent permitted under the 1940 Act and to mortgage, pledge or hypothecate
their respective assets in connection with such borrowings in amounts not in
excess of 125% of the dollar amounts borrowed. The 1940 Act permits an
investment company to borrow in an amount up to 33 1/3% of the value of such
company's total assets. However, the Funds currently intend to borrow money
only for temporary or emergency (not leveraging) purposes, in an amount up to
15% of the value of their respective total assets (including the amount
borrowed) valued at the lesser of cost or market, less liabilities (not
including the amount borrowed) at the time the borrowing is made. While
borrowings exceed 5% of its total assets, the Funds will not make any
additional investments.
DEBT SECURITIES. The Funds may invest in debt securities rated no less than
investment grade by either Standard & Poor's Ratings Services ("S&P") or
Moody's Investors Service, Inc. ("Moody's"). Bonds in the lowest investment
grade debt category (e.g., bonds rated BBB by S&P or Baa by Moody's) have
speculative characteristics, and changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity to make principal
and interest payments than is the case with higher grade bonds. The Funds will
not retain a bond that was rated as investment grade at the time of purchase
but whose rating is subsequently downgraded below investment grade. The value
of debt securities held by a Fund will tend to vary inversely in relation to
changes in prevailing interest rates. Thus, if interest rates have increased
from the time a debt security was purchased, such security, if sold, might be
sold at a price less than its cost. Conversely, if interest rates have
declined from the time a debt security was purchased, the debt security, if
sold, might be sold at a price greater than its cost.
MARKET FLUCTUATION. Because the investment alternatives available to each Fund
may be limited by specific objectives of that Fund, investors should be aware
that an investment in a particular Fund may be subject to greater market
fluctuation than an investment in a portfolio of securities representing a
10
<PAGE>
broader range of investment alternatives. In view of the specialized nature of
the investment activities of each Fund, an investment in any single fund
should not be considered a complete investment program. There is no assurance
that any Fund will achieve its investment objectives.
SHORT-TERM DEBT OBLIGATIONS. The Funds may purchase money market instruments
to the extent consistent with their investment objectives and policies. Such
instruments include U.S. Government obligations, repurchase agreements,
certificates of deposit, bankers acceptances and commercial paper.
REPURCHASE AGREEMENTS. The Funds may agree to purchase securities from
financial institutions subject to the seller's agreement to repurchase them at
an agreed-upon time and price ("repurchase agreements"). The financial
institutions with whom the Funds may enter into repurchase agreements will be
banks and broker/dealers which Numeric considers creditworthy pursuant to
criteria approved by the Board of Directors. Numeric will consider, among
other things, whether a repurchase obligation of a seller involves minimal
credit risk to a Fund in determining whether to have the Fund enter into a
repurchase agreement. The seller under a repurchase agreement will be required
to maintain the value of the securities subject to the agreement at not less
than the repurchase price plus accrued interest. Numeric will mark to market
daily the value of the securities and will, if necessary, require the seller
to maintain additional securities, to ensure that the value is not less than
the repurchase price. Default by or bankruptcy of the seller would, however,
expose a Fund to a possible loss because of adverse market action or delays in
connection with the disposition of the underlying obligations.
OTHER INVESTMENT INSTRUMENTS AND TECHNIQUES. In addition to the above
investment instruments and techniques, the Funds presently intend to invest
not more than 5% of a Fund's net assets in when-issued and forward
commitments, illiquid securities, depositary receipts, investment company
securities and convertible securities. These investment instruments and
techniques and related risks are described in greater detail in the Funds'
Statement of Additional Information under "Investment Objectives and
Policies."
The Funds' investment objectives and policies described above may be changed
by RBB's Board of Directors without shareholder approval. Shareholders will be
provided 30 days prior written notice of any change in a Fund's investment
objectives. There is no assurance that the investment objective of the Funds
will be achieved.
INVESTMENT LIMITATIONS
No Fund may change the following investment limitations (with certain
exceptions, as noted below) without shareholder approval. (A complete list of
the investment limitations that cannot be changed without such a vote of the
shareholders is contained in the Statement of Additional Information under
"Investment Objectives and Policies.")
THE FUNDS MAY NOT:
1. Purchase the securities of any one issuer, other than securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities, if
immediately after and as a result of such purchase more than 5% of the value
of a Fund's total assets would be invested in the securities of such issuer,
or more than 10% of the outstanding voting securities of such issuer would be
owned by the Fund, except that up to 25% of the value of the Fund's total
assets may be invested without regard to such limitations.
2. Borrow money, except to the extent permitted under the 1940 Act or
mortgage, pledge or hypothecate any of their respective assets in connection
with any such borrowing except in amounts not in excess of 125% of the dollar
amounts borrowed. For purposes of this investment restriction, the entry into
options, forward contracts, futures contracts, including those relating to
indexes, and options on futures contracts or indexes shall not constitute
borrowing.
3. Purchase any securities which would cause, at the time of purchase, 25% or
more of the value of the total assets of a Fund to be invested in the
obligations of issuers in any industry, provided that there is no limitation
with respect to investments in U.S. Government obligations.
4. Make loans, except that a Fund may purchase or hold debt obligations in
accordance with its investment objective, policies and limitations, may enter
into repurchase agreements for securities, and may lend portfolio securities
against collateral consisting of cash or securities which are consistent with
the Fund's permitted investments, which is equal at all times to at least 100%
of the value of the
11
<PAGE>
securities loaned. There is no investment restriction on the amount of
securities that may be loaned, except that payments received on such loans,
including amounts received during the loan on account of interest on the
securities loaned, may not (together with all non-qualifying income) exceed
10% of a Fund's annual gross income (without offset for realized capital
gains) unless, in the opinion of counsel to RBB, such amounts are qualifying
income under federal income tax provisions applicable to regulated investment
companies.
In determining whether the Funds have complied with limitation 3 above, the
Funds will not take into account the value of options and futures. These
investment limitations are applied at the time investment securities are
purchased (except that, with respect to borrowings, if asset coverage falls
below 300%, a Fund will reduce its borrowing to restore asset coverage to 300%
within three business days in accordance with the requirements of the 1940
Act). In order to permit the sale of its shares in certain states, the Funds
may make commitments more restrictive than the investment policies and
limitations described in this Prospectus. If the Funds determine that any
commitment is no longer in the best interests of the Funds, they will revoke
the commitment by terminating sale of shares of the Funds in the state
involved.
MANAGEMENT
BOARD OF DIRECTORS
The business and affairs of RBB and the Funds are managed under the direction
of RBB's Board of Directors.
INVESTMENT ADVISER
Numeric Investors L.P. serves as investment adviser to the Funds. Numeric,
whose principal business address is One Memorial Drive, Cambridge,
Massachusetts 02142, was organized in October 1989 as a Delaware limited
partnership. The firm, which specializes in the active management of U.S.
equity portfolios using internally developed quantitative stock selection and
portfolio risk-control techniques, currently has over $3.8 billion in assets
under management for individuals, limited partnership, mutual fund, an
offshore fund, pension plan and endowment accounts. Langdon B. Wheeler, CFA is
the founder of Numeric. Mr. Wheeler received his MBA from Harvard University
and an undergraduate degree from Yale University. Management of the n/i
numeric investors family of funds is directed by John C. Bogle, Jr., CFA,
Director of Portfolio Management, with day-to-day investment decisions made by
Mr. Bogle and his team. The team includes: Steven Cusimano, CFA; Arup K.
Datta, CFA and Shannon Vanderhooft, CFA. Mr. Bogle joined Numeric in 1990
after serving as Vice President and Portfolio Manager at State Street Global
Advisors. Mr. Bogle received his MBA and BS from Vanderbilt University.
Messrs. Wheeler, Bogle and Mark F. Engerman, CFA are active in the development
and implementation of the firm's stock selection models. Mr. Engerman joined
Numeric in 1994 and is the Co-Director of Research and Portfolio Manager.
Before joining Numeric, Mr. Engerman was the manager of Valuation Services at
BARRA Inc. Prior to joining BARRA, Mr. Engerman worked for two years as a
quantitative analyst for the Prudential Investment Corporation. Mr. Engerman
received his BS in Applied Mathematics and economics from Brown University.
Mr. Cusimano joined Numeric in 1997, and is responsible for assisting in the
management of all Funds. Prior to joining Numeric, Mr. Cusimano was an
Investment Strategist and Principal at Barclays Global Investors. Prior to
joining Barclays, Mr. Cusimano was a manager of all quantitative and equity
index strategies at the Florida Retirement System. Mr. Cusimano has his BSBA
in Finance from the University of Florida. Mr. Datta joined Numeric in 1993
and manages the assets of the n/i numeric investors Growth & Value Fund and
the n/i numeric investors Larger Cap Value Fund under the direction of Mr.
Bogle. Mr Datta also assists in the management of the n/i numeric investors
Micro Cap Fund. Prior to 1993, Mr. Datta was employed at The New England
Financial Group as a personal financial advisor. Mr. Datta received his MBA
from Cornell University and a B.Tech in Electrical Engineering from the Indian
Institute of Technology in Kanpur, India. Ms. Vanderhooft joined Numeric in
1990 and manages the n/i numeric investors Growth Fund's assets under the
direction of Mr. Bogle. Ms. Vanderhooft received her BA in Religious Studies
from Indiana University. The general partner of Numeric is WBE & Associates,
LLC, a Delaware limited liability company. The principal officers of WBE &
Associates, LLC are Messrs. Wheeler and Bogle.
12
<PAGE>
For the services provided and the expenses assumed by it, Numeric is entitled
to receive a fee from each of the Funds at an annual rate of 0.75% of a Fund's
average daily net assets, computed daily and payable monthly. Numeric may from
time to time voluntarily agree to waive all or any portion of its advisory
fees. Numeric presently intends to waive its fees for the current fiscal year
and for the following fiscal year to the extent necessary to maintain an
annualized expense ratio for each Fund of 1.00%, although there is no
guarantee that Numeric will maintain such waivers indefinitely.
For the Funds' fiscal year ended August 31, 1997, Numeric waived investment
advisory fees earned with respect to the n/i numeric investors Micro Cap Fund,
n/i numeric investors Growth Fund and n/i numeric investors Growth & Value
Fund in the amounts of 0.24%, 0.23% and 0.38%, respectively, of the average
daily net assets of the Funds. For the n/i numeric investors Micro Cap Fund,
n/i numeric investors Growth Fund, and n/i numeric investors Growth & Value
Fund, RBB paid Numeric investment advisory fees of 0.51%, 0.52% and 0.37%,
respectively, of average daily net assets of each Fund.
CO-ADMINISTRATORS
Bear Stearns Funds Management Inc. ("BSFM"), an affiliate of Bear, Stearns &
Co. Inc. ("Bear Stearns"), serves as co-administrator to the Funds. BSFM's
principal business address is 245 Park Avenue, 15th Floor, New York, New York
10167. BSFM generally assists each of the Funds in all aspects of their
administration and operations. For its services, BSFM is entitled to a monthly
fee calculated at the annual rate of .05% of the first $150 million of each
Fund's average daily net assets and .02% on average daily net assets in excess
of $150 million.
PFPC, an indirect wholly-owned subsidiary of PNC Bank, N.A. ("PNC"), also
serves as co-administrator to the Funds. PFPC's principal business address is
Bellevue Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware 19809.
PFPC assists the Funds in matters relating to the maintenance of financial
records and accounting. For its services, PFPC is entitled to a fee calculated
at the annual rate of .125% of each Fund's average daily net assets. PFPC is
currently waiving fees in excess of .115% of each Fund's average daily net
assets.
ADMINISTRATIVE SERVICES AGENT
Counsellors Funds Service, Inc. ("Counsellors Service"), a wholly-owned
subsidiary of Warburg Pincus Asset Management, Inc. ("Warburg"), provides
certain administrative services to the Funds not otherwise provided by BSFM or
PFPC. Counsellors Service's principal business address is 466 Lexington
Avenue, New York, New York 10017. Counsellors Service furnishes certain
internal quasi-legal, executive and administrative services to the Funds, acts
as a liaison between the Funds and their various services providers and
coordinates and assists in the preparation of proxy statements and reports
prepared on behalf of the Funds. For its services, Counsellors Service is
entitled to a monthly fee calculated at the annual rate of .15% of each Fund's
average daily net assets. Counsellors Service is currently waiving fees in
excess of .03% of each Fund's average daily net assets.
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
PFPC serves as the Funds' transfer agent and dividend disbursing agent. The
services provided and the fees payable by the Funds for these services are
described in the Statement of Additional Information under "Investment
Advisory, Distribution and Servicing Arrangements."
CUSTODIAN
Custodial Trust Company ("CTC"), an affiliate of Bear Stearns, serves as
custodian for the Funds. The services provided and the fees payable by the
Funds for these services are described in the Statement of Additional
Information under "Investment Advisory, Distribution and Servicing
Arrangements."
DISTRIBUTOR
Counsellors Securities Inc. (the "Distributor"), a wholly-owned subsidiary of
Warburg, with a principal business address at 466 Lexington Avenue, New York,
New York, acts as distributor for each of the Funds pursuant to separate
distribution agreements (collectively, the "Distribution Agreements") with RBB
on behalf of each of the Funds.
EXPENSES
The expenses of each Fund are deducted from its total income before dividends
are paid. Any general
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expenses of RBB that are not readily identifiable as belonging to a particular
investment portfolio of RBB will be allocated among all investment portfolios
of RBB based upon the relative net assets of the investment portfolios at the
time such expenses are cited.
Numeric may assume additional expenses of the Funds from time to time. In
certain circumstances, Numeric may assume such expenses on the condition that
it is reimbursed by the Funds for such amounts prior to the end of a fiscal
year. In such event, the reimbursement of such amounts, will have the effect
of increasing a Fund's expense ratio and of decreasing the total return or
yield to investors.
For the Fund's fiscal year ended August 31, 1997, the n/i numeric investors
Micro Cap Fund's total expenses were 1.45% of average net assets (before
waivers and reimbursements of 0.45%), the n/i numeric investors Growth Fund's
total expenses were 1.40% of average net assets (before waivers and
reimbursements of 0.40%) and the n/i numeric investors Growth & Value Fund's
total expenses were 1.81% of average net assets (before waivers and
reimbursements of 0.81%). The inception date of the n/i numeric investors
Larger Cap Value Fund is subsequent to August 31, 1997.
FUND TRANSACTIONS
Numeric may consider a number of factors in determining which brokers to use
in purchasing or selling a Fund's securities. These factors, which are more
fully discussed in the Statement of Additional Information, include, but are
not limited to, research services, the reasonableness of commissions and
quality of services and execution. A higher rate of turnover (100% or more) of
a Fund's securities may involve correspondingly higher transaction costs,
which will be borne directly by the Fund. A Fund may enter into brokerage
transactions with and pay brokerage commissions to brokers that are affiliated
persons (as such term is defined in the 1940 Act) provided that the terms of
the brokerage transactions comply with the provisions of the 1940 Act.
Numeric may allocate trades among any or all of its clients, including the
Funds. Numeric combines orders and allocates to each account its proportionate
or "pro rata" share of the trade. Accounts included in the trade allocation
may include limited partnerships for which Numeric serves as general partner
and in which employees and/or partners of Numeric may own a substantial
interest. Numeric may cause the Funds to pay brokerage commissions which may
be in excess of the lowest rates available to brokers who execute transactions
for the Funds or who otherwise provide brokerage and research services
utilized by Numeric, provided that Numeric determines in good faith that the
amount of each such commission paid to a broker is reasonable in relation to
the value of the brokerage viewed in terms of either the particular
transaction to which the commission relates or Numeric's overall
responsibilities with respect to the Funds.
HOW TO PURCHASE SHARES
GENERAL
Shares representing interests in the Funds are offered continuously (subject
to closure of the Funds as described on page 17) for sale by the Distributor
and may be purchased without imposition of a sales charge through PFPC, the
Funds' transfer agent. Shares may be purchased initially by completing the
application included in this Prospectus and forwarding the application and
payment to PFPC. Subsequent purchases of Shares may be effected by mailing a
check or Federal Reserve Draft payable to the order of "n/i numeric investors
funds" to n/i numeric investors family of funds, c/o PFPC, P.O. Box 8966,
Wilmington, Delaware 19899-8966. The name of the Fund for which Shares are
being purchased must also appear on the check or Federal Reserve Draft.
Federal Reserve Drafts are available at national banks or any state bank which
is a member of the Federal Reserve System. Initial investments in any Fund
must be at least $3,000 and subsequent investments must be at least $100. The
minimum initial investment for an Automatic Investment Plan is $1,000 with
minimum monthly payments of $100. RBB reserves the right to reject any
purchase order or to waive the minimum initial or subsequent investment
requirement. Investors will be given notice of any increase in minimum
investment requirements.
Provided that the investment is at least $2,500, an investor may also purchase
Shares by having his bank or his broker wire Federal Funds to PFPC. An
investor's bank or broker may impose a charge for this service. The Funds do
not currently impose a sales charge for effecting wire transfers but reserve
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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 at (800) 348-5031, and
provide your name, address, telephone number, Social Security or Tax
Identification Number, the Fund selected, the amount being wired, and by which
bank or broker. PFPC will then provide an investor with a Fund account number.
Investors with existing accounts should also notify PFPC prior to wiring
funds.
B. Instruct your bank or broker to wire the specified amount, together with
your assigned account number, to PFPC's account with PNC:
PNC Bank, N.A.
ABA-0310-0005-3
CREDITING ACCOUNT NUMBER: 86-1108-2312
FROM: (name of investor)
ACCOUNT NUMBER: (investor's account number with the Fund)
FOR PURCHASE OF: (name of the Fund)
AMOUNT: (amount to be invested)
C. Fully complete and sign the Application and mail it to the address shown
thereon. PFPC will not process initial purchases until it receives a completed
and signed Application.
For subsequent investments, an investor should follow steps A and B above.
Shares of the Funds may be purchased on any Business Day. A "Business Day" is
any day that the New York Stock Exchange (the "NYSE") is open for business.
Currently, the NYSE is closed on weekends and New Year's Day, Dr. Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day and the preceding Friday or
subsequent Monday when one of those holidays falls on a Saturday or Sunday.
The price paid for a Fund's Shares purchased initially or acquired through the
exercise of an exchange privilege is based on the net asset value next
computed after a purchase order is received in good order by PFPC, provided
such order is transmitted to and received by PFPC prior to the close of
regular trading on the NYSE (generally 4:00 p.m. Eastern Time) on such day.
Orders received by PFPC after the close of regular trading on 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 PFPC receives payment
in good order.
Shareholders whose shares are held in a street name account and who desire to
transfer such shares to another street name account should contact the record
holder of their current street name account.
Some broker-dealers (other than the Distributor), financial institutions,
financial planners and other industry professionals ("Service Agents") may
impose certain conditions on their clients who invest in the Funds such as
initial and subsequent minimums and certain trading restrictions, which are in
addition to or different from those described in this Prospectus. Service
Agents 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 a Fund. Therefore, a client or customer should contact the
organization acting on his behalf concerning the fees (if any) charged in
connection with a purchase or redemption of a Fund's shares and should read
this Prospectus in light of the terms governing his accounts with Service
Agents. Service Agents will be responsible for promptly transmitting client or
customer purchase and redemption orders to the Funds in accordance with their
agreements with clients or customers. Service Agents or, if applicable, their
designees, that have entered into agreements with a Fund or its agent may
enter confirmed purchase or redemption orders on behalf of clients and
customers, with payment to follow no later than the Funds' pricing on the
following Business Day. If payment is not received by such time, the Service
Agent could be held liable for resulting fees or losses. A Fund may be deemed
to have received a purchase or redemption order when a Service Agent, or, if
applicable, its authorized designee, accepts the order. Orders received by a
Fund in proper form will be priced at the Fund's net asset value next computed
after they are accepted by the Service Agent or its authorized designee.
AUTOMATIC INVESTMENT PLAN
Additional investments in Shares of the Funds may be made automatically by
authorizing PFPC to withdraw funds from your bank account through an Automatic
Investment Plan. Investors desiring to participate in an Automatic Investment
Plan should call PFPC at (800) 348-5031 to obtain the appropriate
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<PAGE>
forms, or complete the appropriate section of the Application included with
this Prospectus. The minimum initial investment for an Automatic Investment
Plan is $1,000, with minimum monthly payments of $100.
RETIREMENT PLANS
n/i numeric investors family of funds Shares may be purchased in conjunction
with individual retirement accounts ("IRAs"), rollover IRAs, or pension,
profit-sharing or other employer benefit plans. Contact PFPC for further
information as to applications and annual fees. To determine whether the
benefits of an IRA are available and/or appropriate, a shareholder should
consult with a tax adviser.
EXCHANGE PRIVILEGE
The exchange privilege is available to shareholders residing in any state in
which the Shares being acquired may be legally sold. A shareholder may
exchange Shares of any Fund for Shares of any other Fund up to three (3) times
per year (at least 30 days apart). Such exchange will be effected at the net
asset value of the exchanged Fund and the net asset value of the Fund to be
acquired next determined after PFPC's receipt of a request for an exchange. In
addition, RBB reserves the right to impose a $5.00 administrative fee for each
exchange. An exchange of Shares will be treated as a sale for federal income
tax purposes. See "Taxes." A shareholder wishing to make an exchange may do so
by sending a written request to PFPC.
If the exchanging shareholder does not currently own Shares of the Fund whose
Shares are being acquired, a new account will be established with the same
registration, dividend and capital gain options as the account from which
shares are exchanged, unless otherwise specified in writing by the shareholder
with all signatures guaranteed. A signature guarantee may be obtained from a
domestic bank or trust company, broker, dealer, clearing agency or savings
association who are participants in a medallion program recognized by the
Securities Transfer Association. The three recognized medallion programs are
Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges
Medallion Program (SEMP) and New York Stock Exchange, Inc. Medallion Signature
Program (MSP). Signature guarantees which are not a part of these programs
will not be accepted. The exchange privilege may be modified or terminated at
any time, or from time to time, by RBB, upon 60 days' written notice to
shareholders.
If an exchange is to a new n/i numeric investors family fund, the dollar value
of Shares acquired must equal or exceed RBB's minimum for a new account; if to
an existing account, the dollar value must equal or exceed RBB's minimum for
subsequent investments. If an amount remains in the n/i numeric investors Fund
from which the exchange is being made that is below the minimum account value
required by RBB, the account will be subject to involuntary redemption.
PURCHASE AND EXCHANGE PRIVILEGE LIMITATIONS
The Funds' exchange privilege is not intended to afford shareholders a way to
speculate on short-term movements in the market. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt
the management of the Funds and increase transactions costs, the Funds have
established a policy of limiting excessive exchange activity.
Shareholders are entitled to three (3) exchange redemptions (at least 30 days
apart) from each Fund during any twelve-month period. Notwithstanding these
limitations, the Funds reserve the right to reject any purchase request
(including exchange purchases from other n/i numeric investors Funds) that the
Adviser reasonably deems to be disruptive to efficient portfolio management.
TELEPHONE TRANSACTIONS
In order to request redemptions and exchanges by telephone, an investor must
have completed and returned an account application containing the appropriate
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 (available from PFPC) must be filed with PFPC. Once this
election has been made, the shareholder may simply contact PFPC by telephone
to request the exchange by calling (800) 348-5031. Neither RBB, the Funds, the
Distributor, the Co-Administrators, the Administrative Services Agent, the
transfer agent, nor any other Fund agent 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 they reasonably believe to be genuine.
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RBB's telephone transaction procedures include the following measures: (1)
requiring the appropriate telephone transaction privilege forms; (2) requiring
the caller to provide the names of the account owners, the account's federal
tax identification number and name of the Fund, all of which must match RBB's
records; (3) permitting exchanges only if the two account registrations are
identical; (4) requiring that redemption proceeds be sent only by check to the
account owners of record at the address of record, or by wire only to the
owners of record at the bank account of record; (5) sending a written
confirmation for each telephone transaction to the owners of record at the
address of record within five (5) business days of the call; and (6)
maintaining tapes of telephone transactions for six months, if the Fund elects
to record shareholder telephone transactions.
For accounts held of record by Service Agents, additional documentation or
information regarding the scope of a caller's authority is required. Finally,
for telephone transactions in accounts held jointly, additional information
regarding other account holders is required. Telephone transactions will not
be permitted in connection with IRA or other retirement plan accounts or by an
attorney-in-fact under power of attorney.
CLOSING OF FUNDS
Numeric will monitor the Funds' total assets and may close any of the Funds at
any time to new investment or new accounts due to concerns that a significant
increase in the size of a Fund may adversely affect the implementation of
Numeric's investment strategy. Numeric may also choose to reopen a closed fund
to new investment at any time, and may subsequently close such Fund again
should concerns regarding Fund size recur. Numeric reserves the right while a
Fund is closed to accept new investments from any of its employees or their
spouses, parents or children.
N/I NUMERIC INVESTORS MICRO CAP FUND. Shares of the n/i numeric investors
Micro Cap Fund are offered only to certain existing shareholders of the Fund
and certain other persons, who are generally subject to cumulative, maximum
purchase amounts, as follows:
. Each person who on September 12, 1997 held shares of this Fund directly, may
invest up to an additional $25,000 in shares of this Fund between September
15, 1997 and August 31, 1998, and an additional $25,000 in each fiscal year
ended August 31 thereafter, plus distributions that are automatically
reinvested.
. Employees of Numeric and their spouses, parents and children may invest in
shares of this Fund without limit.
All purchase orders that are wholly or partially in excess of the maximum
purchase amounts will be returned. Other persons who are shareholders of other
n/i numeric investors Funds are not permitted to acquire shares of this Fund
by exchange.
N/I NUMERIC INVESTORS GROWTH FUND. Shares of the n/i numeric investors Growth
Fund are offered only to (i) persons who already hold shares of this Fund
directly or through accounts maintained by brokers by arrangement with RBB,
(ii) existing and future clients of financial advisors and planners whose
clients already hold shares of this Fund, and (iii) employees of Numeric and
their spouses, parents and children. Other persons who are shareholders of
other n/i numeric investors Funds are not permitted to acquire shares of this
Fund by exchange. Distributions to all shareholders of the Fund will continue
to be reinvested unless a shareholder elected otherwise.
N/I NUMERIC INVESTORS GROWTH AND VALUE FUND. In the event that the net assets
of the n/i Growth and Value Fund increase to an amount that exceeds
$200,000,000, the restrictions that apply to the sale of shares of the n/i
numeric investors Growth Fund would also apply to the sale of shares of this
Fund.
The adviser reserves the right to further restrict sales of shares of any
Fund. As of December 1, 1997, the net assets of the n/i numeric investors
Growth & Value Fund were $73 million.
HOW TO REDEEM SHARES
REDEMPTION IN WRITING
Shareholders may redeem for cash some or all of their Fund Shares at any time.
To do so, a written request in proper form must be sent directly to The n/i
numeric investors family of funds c/o PFPC, P.O. Box 8966, Wilmington,
Delaware 19899-8966. Shareholders may also place redemption requests through a
Service Agent, but such Service Agent might charge a fee for this service.
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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 according to the procedures described above
under "How to Purchase Shares--Exchange Privilege." A signature guarantee
verifies the authenticity of your signature. You may call PFPC at (800) 348-
5031 with respect to questions about signature guarantees.
Generally, a properly signed written request with any required signature
guarantee is all that is required for a redemption. In some cases, however,
other documents may be necessary. Additional documentary evidence of authority
is also required by PFPC in the event redemption is requested by a
corporation, partnership, trust, fiduciary, executor or administrator.
REDEMPTION BY TELEPHONE
Investors may redeem shares without charge by telephone if they have checked
the appropriate box and supplied the necessary information on the Application,
or have filed a Telephone Authorization with PFPC. An investor may obtain a
Telephone Authorization from PFPC by calling (800) 348-5031. The proceeds will
be mailed by check to an investor's registered address unless he has
designated in his Application or Telephone Authorization that such proceeds
are to be sent by wire transfer to a specified checking or savings account. If
proceeds are to be sent by wire transfer, a telephone redemption request
received prior to the close of regular trading on the NYSE will result in
redemption proceeds being wired to the investor's bank account on the next
bank business day and the redemption price will be the net asset value
completed as of the close of regular trading on the NYSE on that Business Day.
A redemption request received after the close of regular trading on the NYSE
will be priced at the net asset value computed on the next Business Day. All
redemption requests must be in good order before being processed. The minimum
redemption for proceeds sent by wire transfer is $2,500. There is no maximum
for proceeds sent by wire transfer. The Funds may modify this redemption
service at any time or charge a service fee upon prior notice to shareholders.
No service fee is currently contemplated, although RBB and PFPC reserve the
right to refuse a telephone redemption request if they deem it advisable to do
so. RBB's telephone procedures are set forth under "How to Purchase Shares--
Telephone Transactions" above.
OTHER INFORMATION ON REDEMPTIONS
The Funds are not responsible for the efficiency of the Federal Wire System or
a shareholder's investment adviser, broker-dealer or bank. The shareholder is
responsible for any charges imposed by the shareholder's bank. To change the
name of the single designated bank account to receive redemptions, it is
necessary to send a written request (with a signature guaranteed as set forth
above) to The n/i numeric investors family of funds, c/o PFPC Inc., P. O. Box
8966, Wilmington, Delaware 19899-8966.
INVOLUNTARY REDEMPTION
RBB reserves the right to redeem a shareholder's account in any Fund at any
time the net asset value of the account in such Fund falls below $500 as the
result of a redemption or an exchange request. Shareholders will be notified
in writing that the value of their account in a Fund is less than $500 and
will be allowed 30 days to make additional investments before the redemption
is processed.
PAYMENT OF REDEMPTION PROCEEDS
In all cases, the redemption price is the net asset value per share next
determined after the request for redemption is received in proper form by
PFPC. Payment for Shares redeemed is made by check mailed within seven days
after acceptance by PFPC of the request and any other necessary documents in
proper order. Such payment may be postponed or the right of redemption
suspended as provided by the rules of the SEC. If the Shares to be redeemed
have been recently purchased by check, PFPC may delay mailing a redemption
check, which may be a period of up to 15 days, pending a determination that
the check has cleared.
REDEMPTION IN-KIND
The Funds reserve the right, if conditions exist which make cash payments
undesirable, to honor any request for redemption of a Fund's shares by making
payment in whole or in part in securities chosen by the Fund and valued in the
same way as they would be valued for purposes of computing a Fund's net asset
value. If payment is made in securities, a
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<PAGE>
shareholder may incur transaction costs in converting these securities into
cash after they have redeemed their Shares. The Funds have elected, however,
to be governed by Rule 18f-1 under the 1940 Act, so that a Fund is obligated
to redeem its Shares solely in cash up to the lesser of $250,000 or 1% of its
net asset value during any 90-day period for any one shareholder of a Fund.
AUTOMATIC WITHDRAWAL
Automatic withdrawal permits investors to request withdrawal of a specified
dollar amount (minimum of $25) on either a monthly, quarterly or annual basis
if the investor has a $10,000 minimum account. An application for automatic
withdrawal can be obtained from PFPC. Automatic withdrawal may be ended at any
time by the investor, RBB or PFPC. Purchases of additional shares concurrently
with withdrawals generally are undesirable.
NET ASSET VALUE
The net asset value of each Fund is calculated as of the close of regular
trading on the NYSE on each Business Day. The net asset value for each Fund is
calculated by adding the value of all its securities, cash and other assets,
deducting its actual and accrued liabilities and dividing the result by the
number of outstanding Shares of a Fund. The net asset value of each Fund is
calculated independently of the other Funds.
Valuation of securities held by each 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 under procedures established by RBB's Board of
Directors. The amortized cost method of valuation may also be used with
respect to debt obligations with sixty days or less remaining to maturity.
With the approval of RBB's Board of Directors, each Fund may use a pricing
service, bank or broker-dealer experienced in such matters to value a Fund's
securities. A more detailed discussion of net asset value and security
valuation is contained in the Statement of Additional Information.
DIVIDENDS AND DISTRIBUTIONS
The Funds will distribute substantially all of their net investment income and
net realized capital gains, if any, to each Fund's shareholders. All
distributions are reinvested in the form of additional full and fractional
Shares of the relevant Fund unless a shareholder elects otherwise.
The Funds expect to declare and pay dividends from net investment income
annually, generally near the end of the year. Net realized capital gains
(including net short-term capital gains), if any, will be distributed at least
annually.
TAXES
The following discussion is only a brief summary of some of the important tax
considerations generally affecting the Funds and their shareholders and is not
intended as a substitute for careful tax planning. Accordingly, investors in
the Funds should consult their tax advisers with specific reference to their
own tax situation.
Each Fund will elect to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended. So long as a
Fund qualifies for this tax treatment, it 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 any Fund, and out of the
portion of such net capital gain that constitutes mid-term capital gain, will
be taxed to shareholders as long-term capital gain or mid-term capital gain,
as the case may be, 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
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or mid-term capital gain, as the case may be. All other distributions, to the
extent they are taxable, are taxed to shareholders as ordinary income.
RBB will send written notices to shareholders annually regarding the tax
status of distributions made by each Fund. Dividends declared in December of
any year payable to shareholders of record on a specified date in such a month
will be deemed to have been received by the shareholders on December 31,
provided such dividends are paid during January of the following year. Each
Fund intends to make sufficient actual or deemed distributions prior to the
end of each calendar year to avoid liability for federal excise tax.
Investors should be careful to consider the tax implications of buying Shares
just prior to a distribution. The price of shares purchased at that time will
reflect the amount of the forthcoming distribution. Those investors purchasing
just prior to a distribution will nevertheless be taxed on the entire amount
of the distribution received, although the distribution is, in effect, a
return of capital.
Investment strategies which require periodic changes to portfolio holdings
with the expectation of outperforming equity indices are called "active"
strategies. These compare with "passive" or "index" strategies which hold only
the stocks in the equity indices. Passive strategies trade infrequently--only
as the indices change. Most equity mutual funds pursue active strategies,
which have higher turnover than passive strategies. The following describes
the impact of portfolio turnover on returns.
High portfolio turnover (100% or more) can adversely affect taxable investors,
especially those in higher marginal tax brackets, in two ways: First, short
term capital gains, which are a by-product of high turnover investment
strategies, are currently taxed at rates comparable to ordinary income rates.
Ordinary income tax rates are higher than long term or mid-term capital gain
tax rates for middle and upper income taxpayers. Second, the frequent
realization of gains, which causes taxes to be paid frequently, is less
advantageous than infrequent realization of gains. Infrequent realization of
gains allows the payment of taxes to be deferred to later years, allowing more
of the gains to compound before taxes are paid. Consequently after-tax
compound rates of return will generally be higher for taxable investors using
investment strategies with very low turnover, all else being equal.
Although tax considerations should not typically drive an investment decision,
investors should consider their ability to allocate tax-deferred (such as IRAs
and 401(k) plans) versus taxable assets when considering where to invest. All
else being equal, investors will earn better returns investing tax-deferred
assets in active strategies, while using lower turnover passive strategies for
taxable investments.
Shareholders who exchange Shares representing interests in one Fund for Shares
representing interests in another Fund will generally recognize a capital gain
or loss for federal income tax purposes.
Shareholders who are nonresident alien individuals, foreign trusts or estates,
foreign corporations or foreign partnerships may be subject to different U.S.
federal income tax treatment.
DESCRIPTION OF SHARES
RBB has authorized capital of thirty billion shares of Common Stock, $.001 par
value per share, of which 13.93 billion shares are currently classified into
82 different classes of Common Stock (see "Description of Shares" in the
Statement of Additional Information).
Exchanges between the n/i numeric investors family of funds and other families
of RBB are not permitted. In addition, persons who are shareholders of the
other n/i numeric investors Funds are not permitted to acquire shares of the
n/i numeric investors Growth Fund or n/i numeric investors Micro Cap Fund by
exchange.
THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED
HEREIN RELATE PRIMARILY TO THE N/I NUMERIC INVESTORS FAMILY CLASSES AND
DESCRIBE ONLY THE INVESTMENT OBJECTIVES AND POLICIES, OPERATIONS, CONTRACTS
AND OTHER MATTERS RELATING TO THE N/I NUMERIC INVESTORS FAMILY CLASSES.
Each share that represents an interest in a Fund has an equal proportionate
interest in the assets belonging to such Fund with each other share that
represents an interest in such Fund, even where a share has a different class
designation than another share representing an interest in that Fund. Shares
of RBB
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do not have preemptive or conversion rights. When issued for payment as
described in this Prospectus, shares of RBB will be fully paid and non-
assessable.
RBB currently does not intend to hold annual meetings of shareholders except
as required by the 1940 Act or other applicable law. The law under certain
circumstances provides shareholders with the right to call for a meeting of
shareholders to consider the removal of one or more directors. To the extent
required by law, RBB will assist in shareholder communication in such matters.
Holders of shares of each of the Funds will vote in the aggregate and not by
class on all matters, except where otherwise required by law. Further,
shareholders of all investment portfolios of RBB will vote in the aggregate
and not by portfolio except as otherwise required by law or when the Board of
Directors determines that the matter to be voted upon affects only the
interests of the shareholders of a particular investment portfolio. (See the
Statement of Additional Information under "Additional Information Concerning
Fund Shares" for examples when the 1940 Act requires voting by investment
portfolio or by class.) Shareholders of RBB are entitled to one vote for each
full share held (irrespective of class or portfolio) and fractional votes for
fractional shares held. Voting rights are not cumulative and, accordingly, the
holders of more than 50% of the aggregate shares of Common Stock of RBB may
elect all of the directors.
As of November 15, 1997, to RBB's knowledge, no person held of record or
beneficially 25% or more of the outstanding shares of all classes of RBB.
OTHER INFORMATION
REPORTS AND INQUIRIES
Shareholders will receive unaudited semi-annual reports describing the Funds'
investment operations and annual financial statements audited by independent
accountants. Shareholder inquiries should be addressed to PFPC, Bellevue Park
Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware 19809, toll-free
(800) 348-5031.
FUND PERFORMANCE INFORMATION
From time to time, the Funds may advertise their performance, including
comparisons to other mutual funds with similar investment objectives or to
stock or other relevant indices. All such advertisements will show the average
annual total return over one, five and ten year periods or, if such periods
have not yet elapsed, shorter periods corresponding to the life of such Funds.
Such total return quotations will be computed by finding the compounded
average annual total return for each time period that would equate the assumed
initial investment of $1,000 to the ending redeemable value, net of fees,
according to a required standardized calculation. The standard calculation is
required by the SEC to provide consistency and comparability in investment
company advertising. The Funds may also from time to time include in such
advertising an aggregate total return figure or a total return figure that is
not calculated according to the standardized formula in order to compare more
accurately a Fund's performance with other measures of investment return. For
example, a Fund's total return may be compared with data published by Lipper
Analytical Services, Inc., CDA Investment Technologies, Inc. or Weisenberger
Investment Company Service, or with the performance of the Standard & Poor's
500 Stock Index or the Dow Jones Industrial Average, as well as the benchmarks
described in the Appendix to this Prospectus.
Performance information may also include evaluation of the Funds by nationally
recognized ranking services and information as reported in financial
publications such as Barron's, Business Week, Forbes, Fortune, Money Magazine,
Mutual Fund Magazine, The New York Times, The Wall Street Journal, or other
national, regional or local publications. All advertisements containing
performance data will include a legend disclosing that such performance data
represents past performance and that the investment return and principal value
of an investment will fluctuate so that an investor's Shares, when redeemed,
may be worth more or less than their original cost.
21
<PAGE>
(THIS PAGE LEFT BLANK INTENTIONALLY)
<PAGE>
APPENDIX A
PERFORMANCE BENCHMARKS
<TABLE>
<CAPTION>
N/I NUMERIC PERFORMANCE
INVESTORS FUND BENCHMARK DESCRIPTION
- -------------------------------------------------------------------------------
<C> <C> <S>
Micro Cap Russell 2000 The Russell 2000 is an index of stocks 1001
Growth Index through 3000 in the Russell 3000 Index as
ranked by total market capitalization. This
index is segmented into growth and value
categories. The Russell 2000 Growth Index
contains stocks from the Russell 2000 with
greater-than-average growth orientation.
Companies in this index generally have higher
price-to-book and price/earnings ratios.
- -------------------------------------------------------------------------------
Growth Russell 2500 The Russell 2500 is an index of stocks 501
Growth Index through 3000 in the Russell 3000 Index, as
ranked by total market capitalization. This
index is segmented into growth and value
categories. The Russell 2500 Growth Index
contains stocks from the Russell 2500 with
greater-than-average growth orientation.
Companies in this index generally have higher
price-to-book and price/earnings ratios.
- -------------------------------------------------------------------------------
Growth S&P MidCap 400 A broad-based index of 400 companies with
& Value Index market capitalizations from $236 million to
$11.3 billion. The Standard & Poor's MidCap 400
Index is a widely accepted, unmanaged index of
overall mid-cap stock market performance.
- -------------------------------------------------------------------------------
Larger Cap Russell 1000 The Russell 1000 Index consists of the 1,000
Value Value Index largest securities in the Russell 3000 Index as
ranked by total market capitalization. This
index is segmented into growth and value
categories. The Russell 1000 Value Index
contains stocks from the Russell 1000 with less
than average growth orientation. Companies in
this index generally have low price to book and
price/earnings ratios, higher dividend yields,
and lower forecasted growth values.
- -------------------------------------------------------------------------------
</TABLE>
App. A-1
<PAGE>
N/I NUMERIC INVESTORS family of funds
1 - 800 - NUMERIC (686-3742)
ACCOUNT APPLICATION
Please Note: Do not use this form to open an individual retirement plan account
(such as an IRA). For an IRA application or help with this Application, please
call 1-800-NUMERIC (686-3742).
1. ACCOUNT REGISTRATION: (PLEASE CHECK THE APPROPRIATE BOX(ES) BELOW.)
[_] Individual [_] Joint Tenant
- --------------------------------------------------------------------------------
NAME
- --------------------------------------------------------------------------------
SOCIAL SECURITY NUMBER OF PRIMARY OWNER
- --------------------------------------------------------------------------------
NAME OF JOINT OWNER (if applicable)
- --------------------------------------------------------------------------------
JOINT OWNER SOCIAL SECURITY NUMBER
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 (IF APPLICABLE):
[_] UNIFORM GIFTS/TRANSFERS TO MINOR'S ACT
- --------------------------------------------------------------------------------
NAME OF ADULT CUSTODIAN (ONLY ONE PERMITTED)
- --------------------------------------------------------------------------------
NAME OF MINOR (ONLY ONE PERMITTED)
- --------------------------------------------------------------------------------
MINOR'S SOCIAL SECURITY NUMBER DATE OF BIRTH
CORPORATION, PARTNERSHIP, TRUST OR OTHER ENTITY (IF APPLICABLE):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NAME OF CORPORATION, PARTNERSHIP, OR OTHER
- --------------------------------------------------------------------------------
NAME(S) OF TRUSTEE(S)
- --------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION NUMBER
2. MAILING ADDRESS:
- --------------------------------------------------------------------------------
STREET OR P.O. BOX APARTMENT NUMBER
- --------------------------------------------------------------------------------
CITY STATE ZIP CODE
( ) ( )
- --------------------------------------------------------------------------------
DAY PHONE NUMBER EVENING PHONE NUMBER
3. INVESTMENT AMOUNT:
Minimum initial investment of $3,000 per Fund or $1,000 for an
automatic investment plan.
[_] N/I NUMERIC INVESTORS MICRO CAP$ CLOSE___________________________D
[_] N/I NUMERIC INVESTORS GROWTH$ CLOSE______________________________D
[_] N/I NUMERIC INVESTORS GROWTH & VALUE$ ____________________________
[_] N/I NUMERIC INVESTORS LARGER CAP VALUE$ __________________________
MAKE THE CHECK PAYABLE TO N/I NUMERIC INVESTORS FUNDS
Shareholders may not purchase shares of the n/i numeric investors Funds with a
check issued by a third party and endorsed over to the Funds. Checks for
investment must be made payable to the n/i numeric investors family of funds.
4. 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
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 8)
(PLEASE COMPLETE OTHER SIDE)
- -----------------
TRUST DATE NOT PART OF THE PROSPECTUS
<PAGE>
5. TELEPHONE EXCHANGE AND REDEMPTION:
To use either or both of these options, you must initial the appropriate line
below.
I authorize the Transfer Agent to accept instructions from any person to
exchange shares in my account(s) by telephone in accordance with the procedures
and conditions set forth in the Fund's current prospectus.
- ---------- Exchange shares for shares of another n/i numeric investors Fund.
initial joint initial
Redeem shares, and send the proceeds to the address of record.
- ----------
initial joint initial
6. AUTOMATIC INVESTMENT PLAN
(IF APPLICABLE):
PLEASE ATTACH AN UNSIGNED, VOIDED CHECK.
The Automatic Investment Plan ($1,000 minimum initial investment), makes
possible regularly scheduled purchases of Fund shares. The Fund's Transfer
Agent can arrange for an amount of money selected by you ($100 minimum) to be
deducted from your checking account and used to purchase shares of a specified
n/i numeric investors Fund.
Please debit $ from my checking account (named below) on or about the 20th
of every month.
$ into the Fund Start Month.
$100 minimum
$ into the Fund Start Month.
$100 minimum
$ into the Fund Start Month.
$100 minimum
$ into the Fund Start Month.
$100 minimum
7. SYSTEMATIC WITHDRAWAL PLAN
(IF APPLICABLE):
PLEASE ATTACH AN UNSIGNED, VOIDED CHECK.
To select this option please fill out the information below:
Fund Name _________ Amount ____________________________________________________
Startup Month _____
Frequency Options: [_] Annually [_] Monthly
[_] Quarterly
. 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 Complete only if using
Automatic Investment Plan or Systematic Withdrawal Plan
8. BANK OF RECORD:
COMPLETE ONLY IF USING AUTOMATIC INVESTMENT PLAN (SECTION 6) OR SYSTEMATIC
WITHDRAWAL PLAN (SECTION 7)
- --------------------------------------------------------------------------------
BANK NAME
- --------------------------------------------------------------------------------
STREET ADDRESS OR P.O. BOX
- --------------------------------------------------------------------------------
CITY STATE ZIP CODE
- --------------------------------------------------------------------------------
BANK ABA NUMBER BANK ACCOUNT NUMBER
9. 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 Information Form, and I (we) have received a current prospectus for the
n/i numeric investors Fund(s) in which I (we) am (are) investing.
Under the Interest and Dividend 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 me), 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 the Internal Revenue 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.
Note: You must cross out item (2) above if you have been notified by the IRS
that you are currently subject to backup withholding because you have failed to
report all interest and dividends on your tax return. The Internal Revenue
Service does not require your consent to any provision of this document other
than the certification required to audit backup withholding.
- --------------------------------------------------------------------------------
SIGNATURE OF APPLICANT DATE
- --------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)
- --------------------------------------------------------------------------------
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 1-800-NUMERIC (686-3742). For information on new or existing accounts
call 1-800-348-5031.
MAIL COMPLETED ACCOUNT APPLICATION AND CHECK TO:
N/I NUMERIC INVESTORS FAMILY OF FUNDS
C/O PFPC INC.
P.O. BOX 8966
WILMINGTON, DE 19899-8966
NOT PART OF THE PROSPECTUS
<PAGE>
N/I NUMERIC INVESTORS family of funds
1-800-NUMERIC [686-3742]
HTTP://WWW.NUMERIC.COM
INVESTMENT ADVISER
Numeric Investors L.P. One Memorial Drive Cambridge, MA 02142
CUSTODIAN
Custodial Trust Company 101 Carnegie Center Princeton, NJ 05840
CO-ADMINISTRATOR, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
PFPC Inc. Bellevue Corporate Center 400 Bellevue Parkway Wilmington, DE
19809
CO-ADMINISTRATOR
Bear Stearns Funds Management Inc. 245 Park Avenue, 15th floor New York, NY
10167
ADMINISTRATIVE SERVICES AGENT
Counsellors Funds Service, Inc. New York, New York 10017
DISTRIBUTOR
Counsellors Securities Inc. 466 Lexington Avenue New York, NY 10017
COUNSEL
Drinker Biddle & Reath LLP 1345 Chestnut Street Philadelphia, PA 19107-3496
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P. 2400 Eleven Penn Center Philadelphia, PA 19103
<PAGE>
n/i numeric investors Micro Cap Fund
n/i numeric investors Growth Fund
n/i numeric investors Growth & Value Fund
n/i numeric investors Larger Cap Value Fund
(Investment Portfolios of The RBB Fund, Inc.)
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information provides supplementary information
pertaining to shares of the classes (the "Shares") representing interests in the
n/i numeric investors Micro Cap Fund (the "Micro Cap Fund"), the n/i numeric
investors Growth Fund (the "Growth Fund"), the n/i numeric investors Growth &
Value Fund (the "Growth & Value Fund") and the n/i numeric investors Larger Cap
Value Fund (the "Larger Cap Value Fund") (together, the "Funds") of The RBB
Fund, Inc. ("RBB"). This Statement of Additional Information is not a
prospectus and should be read only in conjunction with the n/i numeric investors
family of funds Prospectus dated December 9, 1997 (the "Prospectus"). A copy of
the Prospectus may be obtained from Numeric by calling toll-free (800) NUMERIC
[(800) 686-3742]. This Statement of Additional Information is dated December 9,
1997.
<TABLE>
<CAPTION>
Prospectus
Page Page
---- ----------
<S> <C> <C>
General................................ 3 1
Investment Objectives and Policies..... 3 9
Investment Limitations................. 14 16
Directors and Officers................. 16 N/A
Investment Advisory, Distribution and
Servicing Arrangements............... 20 17
Fund Transactions...................... 27 21
Purchase and Redemption Information.... 30 21,27
Valuation of Shares.................... 31 29
Performance Information................ 32 N/A
Taxes.................................. 35 30
Description of Shares.................. 40 32
Additional Information Concerning
Fund Shares.......................... 43 N/A
Miscellaneous.......................... 44 N/A
Financial Statements................... 55 N/A
Appendix A............................. A-1 A-1
</TABLE>
<PAGE>
No person has been authorized to give any information or to make any
representations not contained in this Statement of Additional Information in
connection with the offering made by the Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorized
by RBB or its distributor. The Statement of Additional Information does not
constitute an offering by RBB or by the distributor in any jurisdiction in which
such offering may not lawfully be made.
-2-
<PAGE>
GENERAL
RBB is an open-end management investment company currently operating
or proposing to operate twenty-two separate investment portfolios. RBB is an
open-end investment company registered under the Investment Company Act of 1940
(the "1940 Act") and was organized as a Maryland corporation on February 29,
1988. This Statement of Additional Information pertains to Shares representing
interests in the Funds offered by the Prospectus dated December 9, 1997.
Capitalized terms used herein and not otherwise defined have the same
meanings as are given to them in the Prospectus.
INVESTMENT OBJECTIVES AND POLICIES
The following supplements the information contained in the Prospectus
concerning the investment objectives and policies of the Funds.
Futures
Futures Contracts. When a Fund purchases a futures contract, it
agrees to purchase a specified underlying instrument at a specified future date.
When a Fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and sale
will take place is fixed when a Fund enters into the contract. The underlying
instrument may be a specified type of security, such as U.S. Treasury bonds or
notes.
The majority of futures contracts are closed out by entering into an
offsetting purchase or sale transaction in the same contract on the exchange
where they are traded, rather than being held for the life of the contract.
Futures contracts are closed out at their current prices, which may result in a
gain or loss.
If a Fund holds a futures contract until the delivery date, it will be
required to complete the purchase and sale contemplated by the contract. In the
case of futures contracts on securities, the purchaser generally must deliver
the agreed-upon purchase price in cash, and the seller must deliver securities
that meet the specified characteristics of the contract.
-3-
<PAGE>
A Fund may purchase futures contracts as an alternative to purchasing
actual securities. For example, if a Fund intended to purchase bonds but had
not yet done so, it could purchase a futures contract in order to lock in
current bond prices while deciding on particular investments. This strategy is
sometimes known as an anticipatory hedge. Alternatively, a Fund could purchase a
futures contract if it had cash and short-term securities on hand that it wished
to invest in longer-term securities, but at the same time that Fund wished to
maintain a highly liquid position in order to be prepared to meet redemption
requests or other obligations. In these strategies a Fund would use futures
contracts to attempt to achieve an overall return -- whether positive or
negative -- similar to the return from longer-term securities, while taking
advantage of potentially greater liquidity that futures contracts may offer.
Although the Funds would hold cash and liquid debt securities in a segregated
account with a value sufficient to cover their open futures obligations, the
segregated assets would be available to the Funds immediately upon closing out
the futures position, while settlement of securities transactions can take
several days. However, because a Fund's cash that would otherwise have been
invested in higher-yielding bonds would be held uninvested or invested in short-
term securities so long as the futures position remains open, the Fund's return
would involve a smaller amount of interest income and potentially a greater
amount of capital gain or loss.
The Funds may sell futures contracts to hedge their other investments
against changes in value, or as an alternative to sales of securities. For
example, if the investment adviser anticipated a decline in bond prices, but did
not wish to sell bonds owned by a Fund, it could sell a futures contract in
order to lock in a current sale price. If prices subsequently fell, the future
contract's value would be expected to rise and offset all or a portion of the
loss in the bonds that the Fund had hedged. Of course, if prices subsequently
rose, the futures contract's value could be expected to fall and offset all or a
portion of the benefit of the Fund. In this type of strategy, a Fund's return
will tend to involve a larger component of interest income, because the Fund
will remain invested in longer-term securities rather than selling them and
investing the proceeds in short-term securities which generally provide lower
yields.
Futures margin payments. The purchaser or seller of a futures
contract is not required to deliver or pay for the underlying instrument unless
the contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker (known as
a futures commission merchant, or FCM), when the contract is entered into.
Initial margin deposits are equal to a percentage of the contract's value, as
set by the exchange where the contract is traded, and may be maintained in cash
or high quality
-4-
<PAGE>
liquid securities. If the value of either party's position declines, that party
will be required to make additional "variation margin" payments to settle the
change in value on a daily basis. The party that has a gain may be entitled to
receive all or a portion of this amount. Initial and variation margin payments
are similar to good faith deposits or performance bonds, unlike margin extended
by a securities broker, and initial and variation margin payments do not
constitute purchasing securities on margin for purposes of a Fund's investment
limitations. In the event of the bankruptcy of an FCM that holds margin on
behalf of a Fund, that Fund may be entitled to a return of margin owed to it
only in proportion to the amount received by the FCM's other customers. The
investment adviser will attempt to minimize this risk by careful monitoring of
the creditworthiness of the FCMs with which a Fund does business.
Correlation of price changes. The prices of futures contracts depend
primarily on the value of their underlying instruments. Because there are a
limited number of types of futures contracts, it is likely that the standardized
futures contracts available to a Fund will not match that Fund's current or
anticipated investments. Futures prices can also diverge from the prices of
their underlying instruments, even if the underlying instruments match a Fund's
investments well. Futures prices are affected by such factors as current and
anticipated short-term interest rates, changes in volatility of the underlying
instrument, and the time remaining until expiration of the contract, which may
not affect security prices the same way. Imperfect correlation between a Fund's
investments and its futures positions may also result from differing levels of
demand in the futures markets and the securities markets, from structural
differences in how futures and securities are traded, or from imposition of
daily price fluctuation limits for futures contracts. The Funds may purchase or
sell futures contracts with a greater or lesser value than the securities they
wish to hedge or intend to purchase in order to attempt to compensate for
differences in historical volatility between the futures contract and the
securities, although this may not be successful in all cases. If price changes
in a Fund's futures positions are poorly correlated with its other investments,
its futures positions may fail to produce anticipated gains or result in losses
that are not offset by the gains in the Fund's other investments.
Liquidity of futures contracts. Because futures contracts are
generally settled within a day from the date they are closed out, compared with
a settlement period of seven days for some types of securities, the futures
markets can provide liquidity superior to the securities markets in many cases.
Nevertheless, there is no assurance a liquid secondary market will exist for any
particular futures contract at any particular time. In addition, futures
exchanges may establish daily price fluctuation limits for futures contracts and
may halt trading if a contract's
-5-
<PAGE>
price moves upward or downward more than the limit in a given day. On volatile
trading days when the price fluctuation limit is reached, it may be impossible
for a Fund to enter into new positions or close out existing positions. If the
secondary market for a futures contract is not liquid because of price
fluctuation limits or otherwise, it would prevent prompt liquidation of
unfavorable futures positions, and potentially could require a Fund to continue
to hold a futures position until the delivery date regardless of changes in its
value. As a result, a Fund's access to other assets held to cover its futures
positions could also be impaired.
Put and Call Options
Purchasing Put Options. By purchasing a put option, a Fund obtains
the right (but not the obligation) to sell the option's underlying instrument at
a fixed strike price. The option may give a Fund the right to sell only on the
option's expiration date, or may be exercisable at any time up to and including
that date. In return for this right, a Fund pays the current market price for
the option (known as the option premium). The option's underlying instrument
may be a security or a futures contract.
A Fund may terminate its position in a put option it has purchased by
allowing it to expire or by exercising the option. If the option is allowed to
expire, the Fund will lose the entire premium it paid. If the Fund exercises
the option, it completes the sale of the underlying instrument at the strike
price. If a Fund exercises a put option on a futures contract, it assumes a
seller's position in the underlying futures contract. Purchasing an option on a
futures contract does not require a Fund to make futures margin payments unless
it exercises the option. A Fund may also terminate a put option position by
closing it out in the secondary market at its current price, if a liquid
secondary market exists.
Put options may be used by a Fund to hedge securities it owns, in a
manner similar to selling futures contracts, by locking in a minimum price at
which the Fund can sell. If security prices fall, the value of the put option
would be expected to rise and offset all or a portion of the Fund's resulting
losses. The put thus acts as a hedge against a fall in the price of such
securities. However, all other things being equal (including securities prices)
option premiums tend to decrease over time as the expiration date nears.
Therefore, because of the cost of the option in the form of the premium (and
transaction costs), a Fund would expect to suffer a loss in the put option if
prices do not decline sufficiently to offset the deterioration in the value of
the option premium. This potential loss represents the cost of the hedge
against a fall in prices. At the same time, because the maximum a Fund has at
risk is the cost of the option, purchasing put options does not eliminate the
-6-
<PAGE>
potential for a Fund to profit from an increase in the value of the securities
hedged to the same extent as selling a futures contract.
Purchasing Call Options. The features of call options are essentially
the same as those of put options, except that the purchaser of a call option
obtains the right to purchase, rather than sell, the underlying instrument at
the option's strike price (call options on futures contracts are settled by
purchasing the underlying futures contract). By purchasing a call option, a
Fund would attempt to participate in potential price increases of the underlying
instrument, with results similar to those obtainable from purchasing a futures
contract, but with risk limited to the cost of the option if security prices
fell. At the same time, a Fund can expect to suffer a loss if security prices
do not rise sufficiently to offset the cost of the option.
The Funds will purchase call options only in connection with "closing
purchase transactions." A Fund may terminate its position in a call option by
entering into a closing purchase transaction. A closing purchase transaction is
the purchase of a call option on the same security with the same exercise price
and call period as the option previously written by a Fund. If a Fund is unable
to enter into a closing purchase transaction, the Fund may be required to hold a
security that it might otherwise have sold to protect against depreciation.
Writing Put Options. When a Fund writes a put option, it takes the
opposite side of the transaction from the option's purchaser. In return for
receipt of the premium, a Fund assumes the obligation to pay the strike price
for the option's underlying instrument if the other party to the option chooses
to exercise it. When writing an option on a futures contract a Fund will be
required to make margin payments to an FCM as described above for futures
contracts. A Fund may seek to terminate its position in a put option it writes
before exercise by closing out the option in the secondary market at its current
price. If the secondary market is not liquid for an option a Fund has written,
however, the Fund must continue to be prepared to pay the strike price while the
option is outstanding, regardless of price changes, and must continue to set
aside assets to cover its position.
A Fund may write put options as an alternative to purchasing actual
securities. If security prices rise, the Fund would expect to profit from a
written put option, although its gain would be limited to the amount of the
premium it received. If security prices remain the same over time, it is likely
that the Fund will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the Fund would expect to
suffer a loss. This loss should be less than the loss the Fund would have
experienced from purchasing the underlying
-7-
<PAGE>
instrument directly, however, because the premium received for writing the
option should mitigate the effects of the decline. As with other futures and
options strategies used as alternatives for purchasing securities, a Fund's
return from writing put options generally will involve a smaller amount of
interest income than purchasing longer-term securities directly, because a
Fund's cash will be invested in shorter-term securities which usually offer
lower yields.
Writing Call Options. Writing a call option obligates a Fund to sell
or deliver the option's underlying instrument, in return for the strike price,
upon exercise of the option. The characteristics of writing call options are
similar to those of writing put options, as described above, except that writing
covered call options generally is a profitable strategy if prices remain the
same or fall. Through receipt of the option premium, a Fund would seek to
mitigate the effects of a price decline. At the same time, because a Fund would
have to be prepared to deliver the underlying instrument in return for the
strike price, even if its current value is greater, the Fund would give up some
ability to participate in security price increases when writing call options.
Combined Option Positions. A Fund may purchase and write options in
combination with each other to adjust the risk and return characteristics of the
overall position. For example, a Fund may purchase a put option and write a
call option on the same underlying instrument, in order to construct a combined
position whose risk and return characteristics are similar to selling a futures
contract. Another possible combined position would involve writing a call
option at one strike price and buying a call option at a lower price, in order
to reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open and
close out.
Risks of Options Transactions. Options are subject to risks similar
to those described above with respect to futures contracts, including the risk
of imperfect correlation between the option and a Fund's other investments and
the risk that there might not be a liquid secondary market for the option. In
the case of options on futures contracts, there is also a risk of imperfect
correlation between the option and the underlying futures contract. Options are
also subject to the risks of an illiquid secondary market, particularly in
strategies involving writing options, which a Fund cannot terminate by exercise.
In general, options whose strike prices are close to their underlying
instruments' current value will have the highest trading volume, while options
whose strike prices are further away may be less liquid. The liquidity of
options may also be
-8-
<PAGE>
affected if options exchanges impose trading halts, particularly when markets
are volatile.
Asset Coverage for Futures and Options Positions. A Fund will not use
leverage in its options and futures strategies. A Fund will hold securities or
other options or futures positions whose values are expected to offset its
obligations under the hedge strategies. A Fund will not enter into an option or
futures position that exposes the Fund to an obligation to another party unless
it owns either (i) an offsetting position in securities or other options or
futures contracts or (ii) cash, receivables and short-term debt securities with
a value sufficient to cover its potential obligations. A Fund will comply with
guidelines established by the SEC with respect to coverage of options and
futures strategies by mutual funds, and if the guidelines so require will set
aside cash and high grade liquid debt securities in a segregated account with
its custodian bank in the amount prescribed. Securities held in a segregated
account cannot be sold while the futures or option strategy is outstanding,
unless they are replaced with similar securities. As a result, there is a
possibility that segregation of a large percentage of a Fund's assets could
impede portfolio management or the Fund's ability to meet redemption requests or
other current obligations.
Limitations on Futures and Options Transactions. RBB, on behalf of
the Funds, has filed a notice of eligibility for exclusion from the definition
of the term "commodity pool operator" with the Commodity Futures Trading
Commission ("CFTC") and the National Futures Association, which regulate trading
in the futures markets. Pursuant to Section 4.5 of the regulations under the
Commodity Exchange Act, the Funds will not enter into any commodity futures
contract or option on a commodity futures contract for non-hedging purposes if,
as a result, the sum of initial margin deposits on commodity futures contracts
and related commodity options and premiums paid for options on commodity futures
contracts the Funds have purchased would exceed 5% of a Fund's net assets after
taking into account unrealized profits and losses on such contracts.
The Funds' limitations on investments in futures contracts and their
policies regarding futures contracts and the limitations on investments in
options and its policies regarding options discussed above in this Statement of
Additional Information, are not fundamental policies and may be changed as
regulatory agencies permit. The Funds will not modify the above limitations to
increase its permissible futures and options activities without supplying
additional information in a current Prospectus or Statement of Additional
Information that has been distributed or made available to the Funds'
shareholders.
Short Sales "Against the Box"
-9-
<PAGE>
In a short sale, a Fund sells a borrowed security and has a
corresponding obligation to the lender to return the identical security. A Fund
may engage in short sales if at the time of the short sale it owns or has the
right to obtain, at no additional cost, an equal amount of the security being
sold short. This investment technique is known as a short sale "against the
box." In a short sale, a seller does not immediately deliver the securities sold
and is said to have a short position in those securities until delivery occurs.
If a Fund engages in a short sale, the collateral for the short position will be
maintained by the Fund's custodian or a qualified sub-custodian. While the short
sale is open, the Fund will maintain in a segregated account an amount of
securities equal in kind and amount to the securities sold short or securities
convertible into or exchangeable for such equivalent securities. These
securities constitute a Fund's long position. The Funds will not engage in short
sales against the box for speculative purposes. A Fund may, however, make a
short sale as a hedge, when it believes that the price of a security may
decline, causing a decline in the value of a security owned by the Fund (or a
security convertible or exchangeable for such security), or when the Fund wants
to sell the security at an attractive current price, but also wishes possibly to
defer recognition of gain or loss for federal income tax purposes. (A short sale
against the box will defer recognition of gain for federal income tax purposes
only if the Portfolio subsequently closes the short position by making a
purchase of the relevant securities no later than 30 days after the end of the
taxable year.) In such case, any future losses in a Fund's long position should
be reduced by a gain in the short position. Conversely, any gain in the long
position should be reduced by a loss in the short position. The extent to which
such gains or losses are reduced will depend upon the amount of the security
sold short relative to the amount a Fund owns. There will be certain additional
transaction costs associated with short sales against the box, but the Funds
will endeavor to offset these costs with the income from the investment of the
cash proceeds of short sales.
Section 4(2) Paper
"Section 4(2) paper" is commercial paper which is issued in reliance
on the "private placement" exemption from registration which is afforded by
Section 4(2) of the Securities Act of 1933. Section 4(2) paper is restricted as
to disposition under the federal securities laws and is generally sold to
institutional investors such as the Funds which agree that they are purchasing
the paper for investment and not with a view to public distribution. Any resale
by the purchaser must be in an exempt transaction. Section 4(2) paper normally
is resold to other institutional investors through or with the assistance of
investment dealers who make a market in the Section 4(2) paper,
-10-
<PAGE>
thereby providing liquidity. See "Illiquid Securities" below and Appendix "A"
for a list of commercial paper ratings.
Rights Offerings and Purchase Warrants
Rights offerings and purchase warrants are privileges issued by a
corporation which enable the owner to subscribe to and purchase a specified
number of shares of the corporation at a specified price during a specified
period of time. Subscription rights normally have a short lifespan to
expiration. The purchase of rights or warrants involves the risk that a Fund
could lose the purchase value of a right or warrant if the right to subscribe to
additional shares is not executed prior to the rights and warrants expiration.
Also, the purchase of rights and/or warrants involves the risk that the
effective price paid for the right and/or warrant added to the subscription
price of the related security may exceed the value of the subscribed security's
market price such as when there is no movement in the level of the underlying
security.
Illiquid Securities
A Fund may not invest more than 15% of its net assets in illiquid
securities, including repurchase agreements which have a maturity of longer than
seven days and securities that are illiquid by virtue of the absence of a
readily available market or legal or contractual restrictions on resale.
Securities that have legal or contractual restrictions on resale but have a
readily available market are not considered illiquid for purposes of this
limitation. Repurchase agreements subject to demand are deemed to have a
maturity equal to the notice period.
Mutual funds do not typically hold a significant amount of 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.
The Funds may purchase securities which are not registered under the
Securities Act but which may be sold to "qualified institutional buyers" in
accordance with Rule 144A under the Securities Act. These securities will not
be considered illiquid so long as it is determined by the Fund's adviser that an
adequate trading market exists for the securities. This investment practice
could have the effect of increasing the level of illiquidity in a Fund during
any period that qualified
-11-
<PAGE>
institutional buyers become uninterested in purchasing restricted securities.
The Adviser will monitor the liquidity of restricted securities in the
Funds under the supervision of the Board of Directors. In reaching liquidity
decisions, the Adviser may consider, among others, the following factors: (1)
the unregistered nature of the security; (2) the frequency of trades and quotes
for the security; (3) the number of dealers wishing to purchase or sell the
security and the number of other potential purchasers; (4) dealer undertakings
to make a market in the security and (5) the nature of the security and the
nature of the marketplace trades (e.g., the time needed to dispose of the
security, the method of soliciting offers and the mechanics of the transfer).
Depositary Receipts
The Funds' assets may be invested in the securities of foreign issuers
in the form of American Depositary Receipts ("ADRs"), European Depositary
Receipts ("EDRs") or Global Depositary Receipts ("GDRs"). These securities may
not necessarily be denominated in the same currency as the securities into which
they may be converted. ADRs and EDRs are receipts typically issued by a United
States or European bank or trust company which evidence ownership of underlying
securities issued by a foreign corporation. GDRs are depositary receipts
structured like global debt issues to facilitate international trading. The
Funds may invest in ADRs, EDRs and GDRs through "sponsored" or "unsponsored"
facilities. A sponsored facility is established jointly by the issuer of the
underlying security and a depositary, whereas a depositary may establish an
unsponsored facility without participation by the issuer of the deposited
security. Holders of unsponsored depositary receipts generally bear all the
costs of such facilities and the depositary of an unsponsored facility
frequently is under no obligation to distribute shareholder communications
received from the issuer of the deposited security or to pass through voting
rights to the holders of such receipts in respect of the deposited securities.
Investment Company Securities
The Funds may invest in securities issued by other investment
companies. Under the 1940 Act, the Funds' investments in such securities
currently are limited to, subject to certain exceptions, (i) 3% of the total
voting stock of any one investment company, (ii) 5% of a Fund's net assets with
respect to any one investment company and (iii) 10% of a Fund's net assets in
the aggregate. Investments in the securities of other investment companies will
involve duplication of advisory fees and certain other expenses. The Funds
presently intend to invest in other investment companies only as investment
vehicles for
-12-
<PAGE>
short-term cash. The Funds will only invest in securities of other investment
companies which are purchased on the open market with no commission or profit to
a sponsor or dealer, other than the customary brokers commission, or when the
purchase is part of a plan of merger, consolidation, reorganization or
acquisition.
Convertible Securities
The Funds may invest in convertible securities, such as convertible
debentures, bonds and preferred stock, primarily for their equity
characteristics. Convertible securities may be converted into common stock at a
specified share price or ratio. Because the price of the common stock may
fluctuate above or below the specified price or ratio, a Fund may have the
opportunity to purchase the common stock at below market price. On the other
hand, fluctuations in the price of the common stock could render the right of
conversion worthless.
Repurchase Agreements
The repurchase price under repurchase agreements generally equals the
price paid by the Fund involved plus interest negotiated on the basis of current
short-term rates (which may be more or less than the rate on the securities
underlying the repurchase agreement). Securities subject to repurchase
agreements will be held by RBB's custodian in the Federal Reserve/Treasury book-
entry system or by another authorized securities depository. Repurchase
agreements are considered to be loans by the Fund involved under the 1940 Act.
Reverse Repurchase Agreements
Reverse repurchase agreements involve the sale of securities held by a
Fund pursuant to the Fund's agreement to repurchase the securities at an agreed
upon price, date and rate of interest. Such agreements are considered to be
borrowings under the Investment Company Act of 1940, as amended (the "1940
Act"), and may be entered into only for temporary or emergency purposes. While
reverse repurchase transactions are outstanding, a Fund will maintain in a
segregated account with its custodian or a qualified sub-custodian, cash, U.S.
Government securities or other liquid, high-grade debt securities of an amount
at least equal to the market value of the securities, plus accrued interest,
subject to the agreement and will monitor the account to ensure that such value
is maintained. Reverse repurchase agreements involve the risk that the market
value of the securities sold by a Fund may decline below the price of the
securities the Fund is obligated to repurchase.
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<PAGE>
U.S. Government Obligations
Examples of types of U.S. Government obligations include U.S. Treasury
Bills, Treasury Notes and Treasury Bonds and the obligations of Federal Home
Loan Banks, Federal Farm Credit Banks, Federal Land Banks, the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Federal National Mortgage Association,
Government National Mortgage Association, General Services Administration,
Student Loan Marketing Association, Federal Home Loan Mortgage Corporation,
Federal Intermediate Credit Banks, and the Maritime Administration.
When-Issued Securities and Forward Commitments
Each Fund may purchase securities on a "when-issued" basis and may
purchase or sell securities on a "forward commitment" basis. These transactions
involve a commitment by a Fund to purchase or sell particular securities with
payment and delivery taking place at a future date (perhaps one or two months
later), and permit a Fund to lock-in a price or yield on a security it owns or
intends to purchase, regardless of future changes in interest rates. When-
issued and forward commitment transactions involve the risk, however, that the
price or yield obtained in a transaction may be less favorable that the price or
yield available in the market when the securities delivery takes place. A
Fund's when-issued purchases and forward commitments are not expected to exceed
25% of the value of its total assets absent unusual market conditions. Each
Fund does not intend to engage in when-issued purchases and forward commitments
for speculative purposes but only in furtherance of their investment objectives.
INVESTMENT LIMITATIONS
The Funds have adopted the following fundamental investment
limitations which may not be changed without the affirmative vote of the holders
of a majority of the Funds' outstanding shares (as defined in Section 2(a)(42)
of the 1940 Act). The Funds may not:
1. Purchase securities of any one issuer, other than securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, if immediately after and as a result of such purchase more
than 5% of a Fund's total assets would be invested in the securities of such
issuer, or more than 10% of the outstanding voting securities of such issuer
would be owned by a Fund, except that up to 25% of the value of a Fund's assets
may be invested without regard to such limitation.
2. Borrow money, except to the extent permitted under the 1940 Act or
mortgage, pledge or hypothecate any of their respective assets in connection
with any such borrowing except in amounts not in excess of 125% of the dollar
amounts borrowed.
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<PAGE>
The 1940 Act permits an investment company to borrow in an amount up to 33 1/3%
of the value of such company's total assets. For purposes of this Investment
Restriction, the entry into options, forward contracts, futures contracts,
including those relating to indexes, and options on futures contracts or indexes
shall not constitute borrowing.
3. Purchase any securities which would cause, at the time of
purchase, 25% or more of the value of the total assets of a Fund to be invested
in the obligations of issuers in any industry, provided that there is no
limitation with respect to investments in U.S. Government obligations.
4. Make loans, except that a Fund may purchase or hold debt
obligations in accordance with its investment objective, policies and
limitations, may enter into repurchase agreements for securities, and may lend
portfolio securities against collateral consisting of cash or securities which
are consistent with the Fund's permitted investments, which is equal at all
times to at least 100% of the value of the securities loaned. There is no
investment restriction on the amount of securities that may be loaned, except
that payments received on such loans, including amounts received during the loan
on account of interest on the securities loaned, may not (together with all non-
qualifying income) exceed 10% of a Fund's annual gross income (without offset
for realized capital gains) unless, in the opinion of counsel to RBB, such
amounts are qualifying income under Federal income tax provisions applicable to
regulated investment companies.
5. Purchase securities on margin, except for short-term credit
necessary for clearance of portfolio transactions, and except that the Fund may
establish margin accounts in connection with its use of options, forward
contracts, futures contracts, including those relating to indexes, and options
on futures contracts or indexes.
6. Underwrite securities of other issuers, except to the extent that,
in connection with the disposition of portfolio securities, a Fund may be deemed
an underwriter under federal securities laws.
7. Purchase or sell real estate or real estate limited partnership
interests, provided that a Fund may invest in securities secured by real estate
or interests therein or issued by companies which invest in real estate or
interests therein or in real estate investment trusts.
8. Purchase or sell commodities or commodity contracts, except that a
Fund may purchase and sell options, forward contracts, futures contracts,
including those relating to indexes, and options on futures contracts or
indexes.
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<PAGE>
9. Invest in oil, gas or mineral-related exploration or development
programs or leases.
10. Purchase any securities issued by any other investment company,
except to the extent permitted by the 1940 Act and except in connection with the
merger, consolidation or acquisition of all the securities or assets of such an
issuer.
11. Make investments for the purpose of exercising control or
management, but each Fund will vote those securities it owns in its portfolio as
a shareholder in accordance with its views.
12. Issue any senior security, as defined in section 18(f) of the
1940 Act, except to the extent permitted by the 1940 Act.
13. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings as described in Limitation 1 above and
to the extent related to the purchase of securities on a when-issued or forward
commitment basis and the deposit of assets in escrow in connection with writing
covered put and call options and collateral and initial or variation margin
arrangements with respect to options, forward contracts, futures contracts,
including those relating to indexes, and options on futures contracts or
indexes.
If a percentage restriction is adhered to at the time of investment, a
later change in percentage resulting from a change in values or assets will not
constitute a violation of such restriction (except that, with respect to
borrowings, if asset coverage falls below 300%, a Fund will reduce its
borrowings to restore asset coverage to 300% within three business days, in
accordance with the requirements of the 1940 Act).
DIRECTORS AND OFFICERS
The directors and executive officers of RBB, their ages, business
addresses and principal occupations during the past five years are:
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<PAGE>
<TABLE>
<CAPTION>
Name and Address and Position Principal Occupation
Age with Fund During Past Five Years
- ------------------------- --------- --------------------------
<S> <C> <C>
*Arnold M. Reichman -49 Director Senior Managing Director,
466 Lexington Avenue Chief Operating Officer
New York, NY 10017 and Assistant Secretary,
Warburg Pincus Asset
Management Inc.; Director
and Executive Officer of
Counsellors Securities
Inc.; Director/Trustee of
various investment
companies advised by
Warburg Pincus Asset
Management, Inc.
**Robert Sablowsky -58 Director Senior Vice President,
110 Wall Street Fahnestock Co., Inc. (a
New York, NY 10005 registered broker-
dealer); Prior to October
1996, Executive Vice
President of Gruntal &
Co., Inc. (a registered
broker-dealer).
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).
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).
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Name and Address and Position Principal Occupation
Age with Fund During Past Five Years
- ------------------------- --------- --------------------------
<S> <C> <C>
Julian A. Brodsky -63 Director Director and Vice
1234 Market Street Chairman since 1969
16th Floor Comcast Corporation
Philadelphia, PA (cable television and
19107-3723 communications); Director
Comcast Cablevision of
Philadelphia (cable
television and
communications) and
Nextel (wireless
communications).
Donald van Roden -72 Director Self-employed
1200 Old Mill Lane and businessman. From
Wyomissing, PA 19610 Chairman February 1980 to March
of the 1987, Vice Chairman,
Board SmithKline Beecham
Corporation
(pharmaceuticals);
Director, AAA Mid-
Atlantic (auto service);
Director, Keystone
Insurance Co.
Edward J. Roach -73 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 -58 Secretary Chairman of the law firm
Drinker Biddle & Reath of Drinker Biddle & Reath
LLP LLP; Director, Rocking
1345 Chestnut Street Horse Child Care Centers
Philadelphia, PA of America, Inc.
19107-3496
</TABLE>
______________________
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<PAGE>
* Mr. Reichman is an "interested person" of RBB, as that term is defined in
the 1940 Act, by virtue of his positions with Counsellors Securities Inc.,
RBB's distributor.
** Mr. Sablowsky is an "interested person" of RBB, as that term is defined in
the 1940 Act, by virtue of his position with Fahnestock 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 all persons to be nominated as directors of RBB.
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 Distributor and Mr. Sablowsky, who is considered to be an affiliated person,
$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 the Board receives an additional fee of $5,000 per year for his services in
this capacity. Directors who are not affiliated persons of RBB and Mr.
Sablowsky are reimbursed for any expenses incurred in attending meetings of the
Board of Directors or any committee thereof. For the year ended August 31,
1997, each of the following members of the Board of Directors received
compensation from RBB in the following amounts:
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<PAGE>
Directors' Compensation
-----------------------
<TABLE>
<CAPTION>
Pension or Total
Retirement Compensation
Benefits Estimated from
Aggregate Accrued as Annual Registrant
Compensation Part of Benefits and Fund
Name of from Fund Upon Complex/1/ Paid
Person/Position Registrant Expenses Retirement to Directors
- ---------------- ------------ ----------- ---------- ---------------
<S> <C> <C> <C> <C>
Julian A. Brodsky, $16,000 N/A N/A $16,000
Director
Francis J. McKay, $19,000 N/A N/A $19,000
Director
Arnold M. Reichman, $ 0 N/A N/A $ 0
Director
Robert Sablowsky, $ 8,000 N/A N/A $ 8,000
Director
Marvin E. Sternberg, $19,000 N/A N/A $19,000
Director
Donald van Roden, $24,000 N/A N/A $24,000
Director and Chairman
</TABLE>
______________________
/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.
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 and one other employee), pursuant
to which RBB will contribute on a quarterly basis amounts equal to 10% of the
quarterly compensation of each eligible employee. By virtue of the services
performed by RBB's advisers, custodians, administrators and distributor, RBB
itself requires only two part-time employees. Drinker Biddle & Reath LLP, of
which Mr. Jones is a partner, receives legal fees as counsel to RBB. No
officer, director or employee of Numeric or the Distributor currently receives
any compensation from RBB.
INVESTMENT ADVISORY, DISTRIBUTION AND SERVICING ARRANGEMENTS
Advisory Agreements
Numeric renders advisory services to the Funds pursuant to Investment
Advisory Agreements. The Advisory Agreements relating to each of the Funds are
dated April 24, 1996, except for the Larger Cap Value Fund, which is December 1,
1997.
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<PAGE>
Under the Advisory Agreements, Numeric is entitled to receive a fee from each
Fund calculated at an annual rate of 0.75% of a Fund's average daily net assets.
For the fiscal year ended August 31, 1997 and for the following fiscal year,
Numeric intends to waive its fees to the extent necessary to maintain an
annualized expense ratio for each Fund of 1.00%. There can be no assurance that
Numeric will continue such waivers indefinitely.
For the period from June 3, 1996 (initial public offering Shares) through
August 31, 1996 and for the fiscal year ended August 31, 1997, the Funds paid
Numeric advisory fees and Numeric waived advisory fees as follows:
<TABLE>
<CAPTION>
Advisory
Fees Paid
(after waivers
and
Fund reimbursements) Waivers Reimbursements
---- --------------- ------- --------------
Fiscal year ended August 31, 1997
<S> <C> <C> <C>
Micro Cap $248,284 $120,320 $ 0
Growth $355,843 $153,302 $ 0
Growth & Value $ 90,762 $ 92,307 $21,893
<CAPTION>
Period ended August 31, 1996
<S> <C> <C> <C>
Micro Cap $ 0 $ 13,959 $16,152
Growth $ 3,225 $ 20,371 $13,652
Growth & Value $ 0 $ 3,693 $21,812
</TABLE>
The Funds bear all of their own expenses not specifically assumed by
Numeric. General expenses of RBB not readily identifiable as belonging to a
portfolio of RBB are allocated among all investment portfolios by or under the
direction of RBB's Board of Directors in such manner as the Board determines to
be fair and equitable. Expenses borne by a Fund include, but are not limited to
the expenses listed in the prospectus and the following (or a Fund's share of
the following): (a) the cost (including brokerage commissions) of securities
purchased or sold by a Fund and any losses incurred in connection therewith; (b)
expenses of organizing RBB that are not attributable to a class of RBB; (c) any
costs, expenses or losses arising out of a liability of or claim for damages or
other relief asserted against RBB or a Fund for violation of any law; (d) any
extraordinary expenses; (e) fees, voluntary assessments and other expenses
incurred in connection with membership in investment
-21-
<PAGE>
company organizations; (f) costs of mailing and tabulating proxies and costs of
shareholders' and directors' meetings; and (g) the cost of investment company
literature and other publications provided by RBB to its directors and officers.
Distribution expenses, transfer agency expenses, expenses of preparation,
printing and mailing prospectuses, statements of additional information, proxy
statements and reports to shareholders, and organizational expenses and
registration fees, identified as belonging to a particular class of RBB, are
allocated to such class.
Under the Advisory Agreements, Numeric will not be liable for any error of
judgment or mistake of law or for any loss suffered by RBB or the Funds in
connection with the performance of an Advisory Agreement, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
Numeric in the performance of its duties or from reckless disregard of its
duties and obligations thereunder.
The Advisory Agreements for the Micro Cap, Growth and Growth & Value Funds
were approved on April 24, 1996 by vote of RBB's Board of Directors, including a
majority of those directors who are not parties to the Advisory Agreements or
interested persons (as defined in the 1940 Act) of such parties. The Advisory
Agreement for the Larger Cap Value Fund was approved on October 15, 1997. The
Advisory Agreements are terminable by vote of RBB's Board of Directors or by the
holders of a majority of the outstanding voting securities of the Funds, at any
time without penalty, on 60 days' written notice to Numeric. The Advisory
Agreements for the Micro Cap, Growth and Growth & Value Funds became effective
on May 20, 1996 and were approved by written consent of the sole shareholder of
each of the Micro Cap, Growth and Growth & Value Funds on May 28, 1996. The
Advisory Agreement for the Larger Cap Value Fund became effective on December 1,
1997 and was approved by written consent of the sole shareholder of the Fund on
December 1, 1997. The Advisory Agreements terminate automatically in the event
of assignment thereof.
The Advisory Agreements provide that Numeric shall at all times have all
rights in and to each Fund's name and all investment models used by or on behalf
of the Funds. Numeric may use each Fund's name or any portion thereof in
connection with any other mutual fund or business activity without the consent
of any shareholder, and RBB has agreed to execute and deliver any and all
documents required to indicate its consent to such use.
The Advisory Agreements further provide that no public reference to, or
description of, Numeric or its methodology or work shall be made by RBB, whether
in the Prospectus, Statement of Additional Information or otherwise, without the
prior written consent of Numeric, which consent shall not be unreasonably
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<PAGE>
withheld. In each case, RBB has agreed to provide Numeric a reasonable
opportunity to review any such reference or description before being asked for
such consent.
Custodian Agreements
Custodial Trust Company ("CTC") is custodian of the Funds' assets pursuant
to custodian agreements dated as of May 20, 1996, as amended (the "Custodian
Agreements"). Under the Custodian Agreements, CTC (a) maintains a separate
account or accounts in the name of each of the Funds, (b) holds and transfers
portfolio securities on account of each of the Funds, (c) accepts receipts and
makes disbursements of money on behalf of each of the Funds, (d) collects and
receives all income and other payments and distributions on account of each of
the Funds' portfolio securities and (e) makes periodic reports to the RBB's
Board of Directors concerning the Funds' operations. CTC is authorized to
select one or more banks or trust companies to serve as sub-custodian on behalf
of the Funds, provided that CTC remains responsible for the performance of all
its duties under the Custodian Agreements and holds RBB harmless from the acts
and omissions of any sub-custodian. For its services to the Funds under the
Custodian Agreements, CTC receives a fee calculated as .015% of each Fund's
average daily gross assets, with a minimum monthly fee of $417 per Fund,
exclusive of transaction charges and out-of-pocket expenses, which are also
charged to the Funds.
Transfer Agency Agreements
PFPC Inc. ("PFPC"), an affiliate of PNC Bank, serves as the transfer and
dividend disbursing agent for the Funds pursuant to a Transfer Agency Agreement
dated August 16, 1988, as supplemented (collectively, the "Transfer Agency
Agreement"). Under the Transfer Agency Agreement, PFPC (a) issues and redeems
Shares of each of the Funds, (b) addresses and mails all communications by the
Funds to record owners of shares of the Funds, including reports to
shareholders, dividend and distribution notices and proxy materials for its
meetings of shareholders, (c) maintains shareholder accounts and, if requested,
sub-accounts and (d) makes periodic reports to RBB's Board of Directors
concerning the operations of the Funds. For its services to the Funds under the
Transfer Agency Agreement, PFPC receives a fee at the annual rate of $12 per
account for the Funds, exclusive of out-of-pocket expenses, and also receives
reimbursement of its out-of-pocket expenses.
Co-Administration Agreements
Bear Stearns Funds Management Inc. ("BSFM") serves as co-administrator to
the Funds pursuant to Co-Administration Agreements dated April 24, 1996, as
amended, for each of the Funds (the "BSFM Co-Administration Agreements"). BSFM
has agreed
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<PAGE>
to assist each of the Funds in all significant aspects of their administration
and operations. The BSFM Co-Administration Agreements provide that BSFM shall
not be liable for any error of judgment or mistake of law or any loss suffered
by RBB or the Funds in connection with the performance of the agreement, except
a loss resulting from willful misfeasance, bad faith or negligence, or reckless
disregard of its duties and obligations thereunder. In consideration for
providing services pursuant to the BSFM Co-Administration Agreements, BSFM
receives a fee with respect to each of the Funds calculated at an annual rate of
.05% of the first $150 million of each Fund's average daily net assets and .02%
on all assets above $150 million.
PFPC also serves as co-administrator to Funds pursuant to Co-Administration
Agreements dated as of April 24, 1996, as amended (the "PFPC Co-Administration
Agreements"). PFPC has agreed to calculate the Funds' net asset values, provide
all accounting services for the Funds and assist in related aspects of the
Funds' operations. The PFPC Co-Administration Agreements provide that PFPC shall
not be liable for any error of judgment or mistake of law or any loss suffered
by RBB or the Funds in connection with the performance of the agreement, except
a loss resulting from willful misfeasance, bad faith or negligence, or reckless
disregard of its duties and obligations thereunder. In consideration for
providing services pursuant to the PFPC Co-Administration Agreements, PFPC
receives a fee with respect to each of the Funds calculated at an annual rate of
.125% of each Fund's average daily net assets, exclusive of out-of-pocket
expenses and pricing charges. PFPC is currently waiving fees in excess of .115%
of each Fund's average daily net assets.
For the period from June 3, 1996 (initial public offering of shares) until
August 31, 1996 and for the fiscal year ended August 31, 1997, the Funds paid
administration fees to PFPC and BSFM, and PFPC and BSFM waived administration
fees as follows:
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<PAGE>
<TABLE>
<CAPTION>
Co-Administration
Fees Paid
Fund (After Waivers) Waivers Reimbursements
---- ----------------- ------- --------------
For the fiscal year ended August 31, 1997.
<S> <C> <C> <C>
(PFPC)
- ------
Micro Cap $61,461 $26,117 $0
Growth $73,540 $20,169 $0
Growth & Value $39,724 $35,276 $0
(BSFM)
- ------
Micro Cap $24,574 $ 0 $0
Growth $33,943 $ 0 $0
Growth & Value $12,204 $ 0 $0
</TABLE>
<TABLE>
<CAPTION>
Co-
Administration
Fees Paid
Fund (After Waivers) Waivers Reimbursements
---- --------------- ------- --------------
For the period from June 3, 1996 until August 31, 1996.
<S> <C> <C> <C>
(PFPC)
- ------
Micro Cap $9,062 $9,063 $0
Growth $9,062 $9,063 $0
Growth & Value $8,958 $8,959 $0
(BSFM)
- ------
Micro Cap $ 930 $ 0 $0
Growth $ 712 $ 0 $0
Growth & Value $ 246 $ 0 $0
</TABLE>
-25-
<PAGE>
Administrative Services Agent
Counsellors Funds Service, Inc. ("Counsellors Service"), a wholly-owned
subsidiary of Warburg Pincus Asset Management, Inc. ("Warburg"), provides
certain administrative services to each of the Funds that are not provided by
BSFM or PFPC, subject to the supervision and direction of the Board of Directors
of RBB. Warburg is indirectly controlled by Warburg, Pincus & Co. These
services include furnishing certain internal quasi-legal, executive and
administrative services, acting as liaison between the Funds and the Funds'
various service providers, furnishing corporate secretarial services, which
include assisting in the preparation of materials for meetings of RBB's Board of
Directors, coordinating the preparation of proxy statements and annual, semi-
annual and quarterly reports and generally assisting in monitoring and
developing compliance procedures for the Funds. As compensation for such
administrative services, Counsellors Service is entitled to a monthly fee
calculated at the annual rate of .15% of each Fund's average daily net assets.
Counsellors is currently waiving fees in excess of .03% of each Fund's average
daily net assets.
For the period from June 3, 1996 (initial public offering of shares)
through August 31, 1996 and for the fiscal year ended August 31, 1997, the Funds
paid administration fees to Counsellors Service, and Counsellors Service waived
administration fees as follows:
-26-
<PAGE>
<TABLE>
<CAPTION>
Administrative
Services Fees Paid
Fund (after waivers) Waivers Reimbursements
---- ------------------ ------- --------------
For the fiscal year ended August 31, 1997.
<S> <C> <C> <C>
Micro Cap $14,744 $58,977 $0
Growth $20,366 $81,463 $0
Growth & Value $ 7,323 $29,291 $0
<CAPTION>
For the period ended August 31, 1996.
<S> <C> <C> <C>
Micro Cap $ 558 $ 2,231 $0
Growth $ 934 $ 3,785 $0
Growth & Value $ 147 $ 591 $0
</TABLE>
Distributor
Counsellors Securities Inc. ("Counsellors" or the "Distributor") serves as
distributor of the Shares. Counsellors is a wholly-owned subsidiary of Warburg
and has a principal business address at 466 Lexington Avenue, New York 10017-
3147. No compensation is payable by RBB to Counsellors for distribution
services with respect to the Funds.
FUND TRANSACTIONS
Subject to policies established by the Board of Directors, Numeric is
responsible for the execution of portfolio transactions and the allocation of
brokerage transactions for the Funds. In executing portfolio transactions,
Numeric seeks to obtain the best price and most favorable execution for the
Funds, taking into account such factors as the price (including the applicable
brokerage commission or dealer spread), size of the order, difficulty of
execution and operational facilities of the firm involved. While Numeric
generally seeks reasonably competitive commission rates, payment of the lowest
commission or spread is not necessarily consistent with obtaining the best price
and execution in particular transactions.
No Fund has any obligation to deal with any broker or group of brokers in
the execution of portfolio transactions. Numeric may, consistent with the
interests of the Funds and subject to the approval of the Board of Directors,
select brokers on the basis of the research, statistical and pricing services
they
-27-
<PAGE>
provide to the Funds and other clients of Numeric. Information and research
received from such brokers will be in addition to, and not in lieu of, the
services required to be performed by Numeric under its respective contracts. A
commission paid to such brokers may be higher than that which another qualified
broker would have charged for effecting the same transaction, provided that
Numeric, as applicable, determines in good faith that such commission is
reasonable in terms either of the transaction or the overall responsibility of
Numeric, as applicable, to a Fund and its other clients and that the total
commissions paid by a Fund will be reasonable in relation to the benefits to a
Fund over the long-term.
For the fiscal year ended August 31, 1997, the Funds paid commissions to
brokers on account of research services as follows:
<TABLE>
<CAPTION>
Amount of Aggregate
Fund Transactions Commissions
- ---- ------------ -----------
<S> <C> <C>
Micro Cap $10,385,165 $16,350
Growth 20,192,674 27,840
Growth & Value 12,876,177 14,821
</TABLE>
Corporate debt and U.S. Government securities and many micro- and small-cap
stocks are generally traded on the over-the-counter market on a "net" basis
without a stated commission, through dealers acting for their own account and
not as brokers. The Funds will primarily engage in transactions with these
dealers or deal directly with the issuer unless a better price or execution
could be obtained by using a broker. Prices paid to a dealer in debt, micro- or
small-cap securities will generally include a "spread," which is the difference
between the prices at which the dealer is willing to purchase and sell the
specific security at the time, and includes the dealer's normal profit.
Numeric may seek to obtain an undertaking from issuers of commercial paper
or dealers selling commercial paper to consider the repurchase of such
securities from the Funds prior to their maturity at their original cost plus
interest (sometimes adjusted to reflect the actual maturity of the securities),
if it believes that the Funds' anticipated need for liquidity makes such action
desirable. Any such repurchase prior to maturity reduces the possibility that
the Funds would incur a capital loss in liquidating commercial paper (for which
there is no established
-28-
<PAGE>
market), especially if interest rates have risen since acquisition of the
particular commercial paper.
Investment decisions for the Funds and for other investment accounts
managed by Numeric are made independently of each other in the light of
differing conditions. However, the same investment decision may occasionally be
made for two or more of such accounts. In such cases, simultaneous transactions
are inevitable. Purchases or sales are then averaged as to price and allocated
as to amount according to a formula deemed equitable to each such account. While
in some cases this practice could have a detrimental effect upon the price or
value of the security as far as a Fund is concerned, in other cases it is
believed to be beneficial to the Funds. The Funds will not purchase securities
during the existence of any underwriting or selling group relating to such
security of which Numeric or any affiliated person (as defined in the 1940 Act)
thereof is a member except pursuant to procedures adopted by RBB's Board of
Directors pursuant to Rule 10f-3 under the 1940 Act.
In no instance will portfolio securities be purchased from or sold to
Counsellors Securities, PNC Bank or Numeric or any affiliated person of the
foregoing entities except as permitted by SEC exemptive order or by applicable
law.
A high (100% or more) rate of portfolio turnover involves correspondingly
greater brokerage commission expenses and other transaction costs, which must be
borne directly by a Fund. Federal income tax laws may restrict the extent to
which a Fund may engage in short term trading of securities. See "Taxes." The
Funds anticipate that their annual portfolio turnover rates will vary from year
to year, but will generally range between 150% and 300%. The portfolio turnover
rate is calculated by dividing the lesser of a Fund's annual sales or purchases
of portfolio securities (exclusive of purchases or sales of securities whose
maturities at the time of acquisition were one year or less) by the monthly
average value of the securities in the portfolio during the year.
For the fiscal year ended August 31, 1997, the Funds paid brokerage
commissions on behalf of the Funds as follows:
<TABLE>
<CAPTION>
Fund Brokerage Commissions
- ---- ---------------------
<S> <C>
Micro Cap $216,002
Growth $308,925
Growth & Value $126,534
</TABLE>
-29-
<PAGE>
The Funds are required to identify any securities of RBB's regular broker
dealers (as defined in Rule 10b-1 under the 1940 Act) or their parents held by
the Funds as of the end of the most recent fiscal year. As of August 31, 1997,
the following Funds held the following securities:
<TABLE>
<CAPTION>
Fund Security Value
---- -------- -----
<S> <C> <C>
Growth & Value Salomon Brothers $257,463
Growth & Value The Bear
Stearns $859,614
Companies, Inc.
</TABLE>
PURCHASE AND REDEMPTION INFORMATION
The Funds reserve the right, if conditions exist that make cash payments
undesirable, to honor any request for redemption or repurchase of a Fund's
shares by making payment in whole or in part in securities chosen by RBB and
valued in the same way as they would be valued for purposes of computing a
Fund's net asset value. If payment is made in securities, a shareholder may
incur transaction costs in converting these securities into cash. RBB has
elected, however, to be governed by Rule 18f-1 under the 1940 Act so that a Fund
is obligated to redeem its shares solely in cash up to the lesser of $250,000 or
1% of its net asset value during any 90-day period for any one shareholder of a
Fund.
Under the 1940 Act, a Fund may suspend the right to redemption or postpone
the date of payment upon redemption for any period during which the New York
Stock Exchange (the "NYSE") is closed (other than customary weekend and holiday
closings), or during which trading on the NYSE is restricted, or during which
(as determined by the SEC by rule or regulation) an emergency exists as a result
of which disposal or valuation of portfolio securities is not reasonably
practicable, or for such other periods as the SEC may permit. (A Fund may also
suspend or postpone the recordation of the transfer of its shares upon the
occurrence of any of the foregoing conditions.)
In addition to the situations described in the Prospectus, a Fund may
redeem shares involuntarily to reimburse such Fund for any loss sustained by
reason of the failure of a shareholder to make full payment for shares purchased
by the shareholder or to collect any charge relating to a transaction effected
for the benefit of a shareholder as provided in the Prospectus from time to
time.
-30-
<PAGE>
An illustration of the computation of the public offering price per share
of each of the Funds, based on the value of the Funds' respective net assets as
of August 31, 1997, is as follows:
<TABLE>
<CAPTION>
Micro Growth &
Cap Growth Value
------------ ------------ -----------
<S> <C> <C> <C>
Net assets............ $142,119,499 $117,723,898 $52,490,820
Outstanding shares.... 7,694,317 7,226,740 3,059,247
Net asset value per
share................ $ 18.47 $ 16.29 $ 17.16
Maximum sales charge.. -- -- --
Maximum Offering
Price to Public...... $ 18.47 $ 16.29 $ 17.16
</TABLE>
VALUATION OF SHARES
The net asset value per share of each Fund is calculated as of the close of
regular trading on the NYSE (generally 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, Dr. Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day and on the preceding Friday or subsequent Monday when one of
those holidays falls on a Saturday or Sunday. 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 the close of regular trading (generally 4:00
p.m. Eastern Time); 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
-31-
<PAGE>
maturity. Net asset value per share is calculated by adding the value of each
Fund's securities, cash and other assets, subtracting the actual and accrued
liabilities of the Fund, and dividing the result by the number of outstanding
shares of the Fund.
In determining the approximate market value of portfolio investments, the
Funds may employ outside organizations, which may use a matrix or formula method
that takes into consideration market indices, matrices, yield curves and other
specific adjustments. This may result in the securities being valued at a price
different from the price that would have been determined had the matrix or
formula method not been used. All cash, receivables and current payables are
carried on the Funds' books at their face value. Other assets, if any, are
valued at fair value as determined in good faith by or under the direction of
RBB's Board of Directors.
PERFORMANCE INFORMATION
Total Return. For purposes of quoting and comparing the performance of the
Funds to that of other mutual funds and to stock or other relevant indices in
advertisements or in reports to shareholders, performance may be stated in terms
of total return. Under the rules of the Securities and Exchange Commission,
funds advertising performance must include total return quotes calculated
according to the following formula:
P(1 + T)/n/ = ERV
Where: P = hypothetical initial payment of $1,000
T = average annual total return
n = number of years (1, 5 or 10)
ERV = ending redeemable value at the end of the 1, 5 or 10 year
periods (or fractional portion thereof) of a
hypothetical $1,000 payment made at the beginning of
the 1, 5 or 10 year periods.
Under the foregoing formula, the time periods used in advertising will be
based on rolling calendar quarters, updated to the last day of the most recent
quarter prior to submission of the advertisement for publication, and will cover
one, five and ten year periods or a shorter period dating from the effectiveness
of the Funds' registration statement. In calculating the ending redeemable
value, the maximum sales load
-32-
<PAGE>
is deducted from the initial $1,000 payment and all dividends and distributions
by the Funds are assumed to have been reinvested at net asset value, as
described in the Prospectus, on the reinvestment dates during the period. Total
return, or "T" in the formula above, is computed by finding the average annual
compounded rates of return over the 1, 5 and 10 year periods (or fractional
portion thereof) that would equate the initial amount invested to the ending
redeemable value. Any sales loads that might in the future be made applicable at
the time to reinvestments would be included as would any recurring account
charges that might be imposed by the Funds.
The formula for calculating aggregate total return is as follows:
ERV
Aggregate Total Return = [(----) - 1]
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 non-recurring charges at the end of the
measuring period.
Performance. From time to time, the Funds may advertise their average
annual total return over various periods of time. These total return figures
show the average percentage change in value of an investment in a Fund from the
beginning of the measuring period to the end of the measuring period. The
figures reflect changes in the price of a Fund's shares assuming that any income
dividends and/or capital gain distributions made by a Fund during the period
were reinvested in shares of the Fund. Total return will be shown for recent
one-, five- and ten-year periods, and may be shown for other periods as well
(such as from commencement of a Fund's operations or on a year-by-year,
quarterly or current year-to-date basis).
When considering average total return figures for periods longer than one
year, it is important to note that a Fund's annual total return for one year in
the period might have been grater or less than the average for the entire
period. When considering total return figures for periods shorter than one
year, investors should bear in mind that the Funds seek long-term appreciation
and that such return may not be representative of a Fund's return over a longer
market cycle. The Funds may also
-33-
<PAGE>
advertise aggregate total return figures for various periods, representing the
cumulative change in value of an investment in a Fund for the specific period
(again reflecting changes in a Fund's share prices and assuming reinvestment of
dividends and distributions). Aggregate and average total returns may be shown
by means of schedules, charts or graphs, may indicate various components of
total return (i.e., change in value of initial investment, income dividends and
capital gain distributions) and would be quoted separately for each class of a
Fund's shares.
Calculated according to the SEC Rules, the average annual total return for
the Funds was as follows:
<TABLE>
<CAPTION>
Average
Fund Return
- ------------------------------------------ --------------------------------
For the fiscal year ended August 31, 1997.
<S> <C>
Micro Cap 58.41%
Growth 37.69%
Growth & Value 49.11%
<CAPTION>
For the period June 3, 1996 (initial public offering) to August 31, 1996.
<S> <C>
Micro Cap 41.43%
Growth 27.86%
Growth & Value 33.71%
</TABLE>
Calculated according to the above formula, the aggregate total return for
the Funds was as follows:
-34-
<PAGE>
<TABLE>
<CAPTION>
Aggregate
Fund Return
- ----------------------------------------- ---------------------------------
For the fiscal year ended August 31, 1997.
<S> <C>
Micro Cap 58.41%
Growth 37.69%
Growth & Value 49.11%
<CAPTION>
For the period June 3, 1996 (initial public offering) to August 31, 1997.
<S> <C>
Micro Cap 54.05%
Growth 35.85%
Growth & Value 43.64%
</TABLE>
Investors should note that total return figures are based on historical
earnings and are not intended to indicate future performance.
In reports or other communications to investors or in advertising material,
the Funds may describe general economic and market conditions affecting the
Funds and may compare their performance with (1) that of other mutual funds as
listed in the rankings prepared by Lipper Analytical Services, Inc. or similar
investment services that monitor the performance of mutual funds or as set forth
in the publications listed below; (2) with their benchmark indices, as well as
the S&P 500 or (3) other appropriate indices of investment securities or with
data developed by Numeric derived from such indices. Performance information
may also include evaluation of the Funds by nationally recognized ranking
services and information as reported in financial publications such as Business
Week, Fortune, Institutional Investor, Money Magazine, Forbes, Barron's, The
Wall Street Journal, The New York Times, or other national, regional or local
publications.
In reports or other communications to investors or in advertising, the
Funds may also describe the general biography or work experience of the
portfolio managers of the Funds and may include quotations attributable to the
portfolio managers describing approaches taken in managing the Funds'
investments, research methodology, underlying stock selection or the Funds'
investment objective. The Funds may also discuss the continuum of risk and
return relating to different investments, and the potential impact of foreign
stock on a portfolio otherwise composed of domestic securities. In addition,
the Funds may from time to time compare their expense ratios to those of
investment
-35-
<PAGE>
companies with similar objective and policies, as advertised by Lipper
Analytical Services, Inc. or similar investment services that monitor mutual
funds.
TAXES
The following is only a summary of certain additional tax
considerations generally affecting the Funds and their shareholders that are not
described in the Prospectus. No attempt is made to present a detailed
explanation of the tax treatment of the Funds or their shareholders, and the
discussion in this Statement of Additional Information 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.
Each 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, each Fund is exempt from
federal income tax on its net investment income and realized capital gains which
it distributes to shareholders, provided that it (a) distributes an amount equal
to the sum of (i) 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 (ii) at least 90% of its net
tax-exempt interest income, if any, for the year (the "Distribution
Requirement"), and (b) satisfies certain other requirements of the Code that are
described below. Distributions of investment company taxable income and net tax-
exempt interest income made during the taxable year or, under specified
circumstances, within twelve months after the close of the taxable year will
satisfy the Distribution Requirement. The Distribution Requirement for any year
may be waived if a regulated investment company establishes to the satisfaction
of the Internal Revenue Service that it is unable to satisfy the Distribution
Requirement by reason of distributions previously made for the purpose of
avoiding liability for federal excise tax (discussed below).
In addition to satisfaction of the Distribution Requirement each Fund
must derive at least 90% of its gross income from dividends, interest, certain
payments with respect to securities loans and gains from the sale or other
disposition of stock or securities or foreign currencies, or from other income
derived with respect to its business of investing in such stock, securities, or
currencies (the "Income Requirement").
Future Treasury regulations may provide that currency gains that are
not "directly related" to a Fund's principal business of investing in stock or
securities (or in options or
-36-
<PAGE>
futures with respect to stock or securities) will not satisfy the Income
Requirements. Income derived by a regulated investment company from a
partnership or trust (including a foreign entity that is classified as a
partnership or trust for U.S. federal income tax purposes) will satisfy the
Income Requirement only to the extent such income is attributable to items of
income of the partnership or trust that would satisfy the Income Requirement if
they were realized by a regulated investment company in the same manner as
realized by the partnership or trust.
In addition to the foregoing requirements, at the close of each
quarter of its taxable year, at least 50% of the value of each 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 each Fund's total assets may be invested in the securities of any
one issuer (other than U.S. Government securities and securities of other
regulated investment companies), or in two or more issuers which such Fund
controls and which are engaged in the same or similar trades or businesses (the
"Asset Diversification Requirement").
The Internal Revenue Service has taken the position, in informal
rulings issued to other taxpayers, that the issuer of a repurchase agreement is
the bank or dealer from which securities are purchased. A Fund will not enter
into repurchase agreements with any one bank or dealer if entering into such
agreements would, under the informal position expressed by the Internal Revenue
Service, cause it to fail to satisfy the Asset Diversification Requirement.
Distributions of investment company taxable income will be taxable
(subject to the possible allowance of the dividend received deduction described
below) to shareholders as ordinary income, regardless of whether such
distributions are paid in cash or are reinvested in shares. Shareholders
receiving any distribution from RBB 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.
Each Fund intends to distribute to shareholders its excess of net
long-term capital gain over net short-term capital loss ("net capital gain"), if
any, for each taxable year. Such gain is distributed as a capital gain dividend
and is taxable to shareholders as long-term or mid-term capital gain, to the
extent attributable to long-term or mid-term capital gain of the Fund, as the
case may be, regardless of the length of time
-37-
<PAGE>
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 any Fund as capital gain dividends may not
exceed the net capital gain of such 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. A similar
limitation applies to the portion of such capital gain dividends that may be
designated by the Fund as long-term capital gain dividends as opposed to mid-
term capital gain dividends. All designations of capital gain dividends will be
made in a written notice mailed by RBB to shareholders not later than 60 days
after the close of each Fund's respective taxable year.
In the case of corporate shareholders, distributions (other than
capital gain dividends) of a Fund for any taxable year will qualify for the 70%
dividends received deduction, only to the extent of the gross amount of
"qualifying dividends" received by such Fund for the year. Generally, a
dividend will be treated as a "qualifying dividend" only if it has been received
from a domestic corporation. However, if a Fund owns at least 10 percent of the
stock (by vote and value) of certain foreign corporations with U.S. source
income, then a portion of the dividends paid by such foreign corporations may
constitute "qualifying dividends." A dividend received by a taxpayer will not be
treated as a "qualifying dividend" if (1) it has been received with respect to
any share of stock that the taxpayer has held for 45 days (90 days in the case
of certain preferred stock) or less (excluding any day more than 45 days (or 90
days in the case of certain preferred stock) after the date on which the stock
becomes ex-dividend), or (2) to the extent that the taxpayer is under an
obligation (pursuant to a short sale or otherwise) to make related payments with
respect to positions in substantially similar or related property. RBB will
designate the portion, if any, of the distribution made by a Fund that qualifies
for the dividends received deduction in a written notice mailed by RBB to
shareholders not later than 60 days after the close of the Fund's taxable year.
Investors should be aware that any loss realized upon the sale,
exchange or redemption of shares held for six months or less will be treated as
a long-term capital loss to the extent any capital gain dividends have been paid
with respect to such shares.
Corporate taxpayers may be liable for alternative minimum tax, which
is imposed at the rate of 20% of "alternative minimum taxable income" (less, in
the case of corporate shareholders with "alternative minimum taxable income" of
less
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<PAGE>
than $310,000, the applicable "exemption amount"), in lieu of the regular
corporate income tax. "Alternative minimum taxable income," is equal to "taxable
income", (as determined for corporate income regular tax purposes) with certain
adjustments. Although corporate taxpayers in determining "alternative minimum
taxable income" are allowed to exclude exempt interest dividends (other than
exempt interest dividends derived from certain private activity bonds ("AMT
Preference Dividends"), as explained in the Prospectus) and to utilize the 70%
dividends received deduction at the first level of computation, the Code
requires (as a second computational step) that "alternative minimum taxable
income" be increased by 75% of the excess of "adjusted current earnings" over
other "alternative minimum taxable income."
Corporate shareholders will have to take into account (1) all exempt
interest dividends and (2) the full amount of all dividends from a Fund that are
treated as "qualifying dividends" for purposes of the dividends received
deduction in determining their "adjusted current earnings." As much as 75% of
any exempt interest dividend and 82.5% of any "qualifying dividend" received by
a corporate shareholder could, as a consequence, be subject to alternative
minimum tax. Exempt interest dividends received by such a corporate shareholder
may accordingly be subject to alternative minimum tax at an effective rate of
15%.
If for any taxable year any Fund does not qualify as a regulated
investment company, all of its taxable income will be subject to tax at regular
corporate rates without any deduction for distributions to shareholders, and all
distributions will be taxable as ordinary dividends to the extent of such Fund's
current and accumulated earning and profits. Such distributions will be
eligible for the dividends received deduction in the case of corporate
shareholders. Investors should be aware that any loss realized on a sale of
shares of a Fund will be disallowed to the extent an investor repurchases shares
of the same Fund within a period of 61 days (beginning 30 days before and ending
30 days after the day of disposition of the shares). Dividends paid by a Fund
in the form of shares within the 61-day period would be treated as a purchase
for this purpose.
A Shareholder will recognize gain or loss upon an exchange of shares
of a Fund for shares of another Fund upon exercise of an exchange privilege.
Shareholders may not include the initial sales charge in the tax basis of the
Shares exchanged for shares of another Fund for the purpose of determining gain
or loss on the exchange, where the Shares exchanged have been held 90 days or
less. The sales charge will increase the basis of the shares acquired through
exercise of the exchange privilege (unless the shares acquired are also
exchanged for shares of another Fund within 90 days after the first exchange).
-39-
<PAGE>
The Code imposes a non-deductible 4% excise tax on regulated
investment companies that do not distribute with respect to each calendar year
an amount equal to 98% of their ordinary income for the calendar year plus 98%
of their capital gain net income for the one-year period ending on October 31 of
such calendar year. The balance of such income must be distributed during the
next calendar year. For the foregoing purposes, a company is treated as having
distributed any amount on which it is subject to income tax for any taxable year
ending in such calendar year. Because each Fund intends to distribute all of
its taxable income currently, no Fund anticipates incurring any liability for
this excise tax. However, investors should note that a Fund may in certain
circumstances be required to liquidate investments in order to make sufficient
distributions to avoid excise tax liability.
RBB will be required in certain cases to withhold and remit to the
United States Treasury 31% of dividends paid to any shareholder (1) who has
provided either an incorrect tax identification number or no number at all, (2)
who is subject to backup withholding by the Internal Revenue Service for failure
to report the receipt of interest or dividend income properly, or (3) who has
failed to certify to RBB that he is not subject to backup withholding or that he
is an "exempt recipient."
The foregoing general discussion of federal income tax consequences is
based on the Code and the regulations issued thereunder as in effect on the date
of this Statement of Additional Information. Future legislative or
administrative changes or court decisions may significantly change the
conclusions expressed herein, and any such changes or decisions may have a
retroactive effect with respect to the transactions contemplated herein.
Although each 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, each Fund
may be subject to the tax laws of such states or localities.
Certain states exempt from state income taxation dividends paid by a
regulated investment company that are derived from interest on U.S. Government
obligations. Each Fund will accordingly inform its shareholders annually of the
percentage, if any, of its ordinary dividends that is derived from interest on
U.S. Government obligations. Shareholders should consult with their tax
advisers as to the availability and extent of any applicable state income tax
exemption.
-40-
<PAGE>
DESCRIPTION OF SHARES
RBB has authorized capital of thirty billion shares of Common Stock, $.001
par value per share, of which 13.93 billion shares are currently classified in
82 classes 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 O Common Stock
(N.Y. Money), 100 million shares are classified as Class P Common Stock
(Government), 100 million shares are classified as Class Q Common Stock, 500
million shares are classified as Class R Common Stock (Municipal Money), 500
million shares are classified as Class S Common Stock (Government Money), 500
million shares are classified as Class T Common Stock (International), 500
million shares are classified as Class U Common Stock (High Yield), 500 million
shares are classified as Class V Common Stock (Emerging), 100 million shares are
classified as Class W Common Stock, 50 million shares are classified as Class X
Common Stock (U.S. Core Equity), 50 million shares are classified as Class Y
Common Stock (U.S. Core Fixed Income), 50 million shares are classified as Class
Z Common Stock (Strategic Global Fixed Income), 50 million shares are classified
as Class AA Common Stock (Municipal Bond), 50 million shares are classified as
Class BB Common Stock (BEA Balanced), 50 million shares are classified as Class
CC Common Stock (Short Duration), 100 million shares are classified as Class DD
Common Stock, 100 million shares are classified as Class EE Common Stock, 50
million shares are classified as Class FF Common Stock (n/i numeric investors
Micro Cap), 50 million shares are classified as Class GG Common Stock (n/i
numeric investors Growth), 50 million shares are classified as Class HH (n/i
numeric investors 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
-41-
<PAGE>
classified as Class MM Common Stock (BEA Advisor International), 100 million
shares are classified as Class NN Common Stock (BEA Advisor Emerging), 100
million shares are classified as Class OO Common Stock (BEA Advisor High Yield),
100 million shares are classified as Class PP Common Stock (BEA Advisor Global
Telecom), 100 million shares are classified as Class QQ Common Stock (Boston
Partners Institutional Large Cap), 100 million shares are classified as Class RR
Common Stock (Boston Partners Investor Large Cap), 100 million shares are
classified as Class SS Common Stock (Boston Partners Advisor Large Cap), 100
million shares are classified as Class TT Common Stock (Boston Partners Investor
Mid Cap), 100 million shares are classified as Class UU Common Stock (Boston
Partners Institutional Mid Cap), 100 million shares are classified as Class VV
Common Stock (Boston Partners Bond), 100 million shares are classified as Class
WW Common Stock (Boston Partners Investor Bond), 50 million shares are
classified as Class XX Common Stock (n/i numeric investors Larger Cap Value),
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
-42-
<PAGE>
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
Classes FF, GG, HH and XX Common Stock constitute the n/i numeric investors
Micro Cap, Growth, Growth & Value and Larger Cap Funds, respectively. Under
RBB's charter, the Board of Directors has the power to classify or reclassify
any unissued shares of Common Stock from time to time.
The classes of Common Stock have been grouped into fourteen separate
"families": the Cash Preservation Family, the Sansom Street Family, the Bedford
Family, the BEA Family, the Janney Montgomery Scott Money Family, the n/i
numeric investors family of funds, 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 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 BEA Family represents interests in ten non-
money market portfolios; the n/i numeric investors family of funds represents
interests in four non-money market portfolios; the Boston Partners Family
represents interest in three non-money market portfolios; 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.
ADDITIONAL INFORMATION CONCERNING FUND SHARES
RBB does not currently intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. RBB's amended By-
Laws provide that shareholders collectively owning at least ten percent of the
outstanding shares of all classes of Common Stock of RBB have the right to call
for a meeting of shareholders to consider the removal of one or more directors.
To the extent required by law, RBB will assist in shareholder communication in
such matters.
Holders of shares of each class of RBB will vote in the aggregate and not
by class on all matters, except where otherwise required by law. Further,
shareholders of RBB will vote in the aggregate and not by portfolio except as
otherwise required by law or when the Board of Directors determines that the
matter to be voted upon affects only the interests of the shareholders of a
particular portfolio. Rule 18f-2 under the 1940 Act provides that any matter
required to be submitted by the provisions of such Act or applicable state law,
or otherwise, to the holders of
-43-
<PAGE>
the outstanding voting securities of an investment company such as RBB shall not
be deemed to have been effectively acted upon unless approved by the holders of
a majority of the outstanding voting securities, as defined in the 1940 Act, of
each portfolio affected by the matter. Rule 18f-2 further provides that a
portfolio shall be deemed to be affected by a matter unless it is clear that the
interests of each portfolio in the matter are identical or that the matter does
not affect any interest of the portfolio. Under the Rule, the approval of an
investment advisory agreement or any change in a fundamental investment policy
would be effectively acted upon with respect to a portfolio only if approved by
the holders of a majority of the outstanding voting securities (as defined by
the 1940 Act) of such portfolio. However, the Rule also provides that the
ratification of the selection of independent public accountants, the approval of
principal underwriting contracts and the election of directors are not subject
to the separate voting requirements and may be effectively acted upon by
shareholders of an investment company voting without regard to portfolio.
Notwithstanding any provision of Maryland law requiring a greater vote of
shares of RBB's common stock (or of any class voting as a class) in connection
with any corporate action, unless otherwise provided by law or by RBB's Charter,
RBB may take or authorize such action upon the favorable vote of the holders of
more than 50% of all of the outstanding shares of Common Stock entitled to vote
on the matter voting without regard to class (or portfolio). The name "n/i
numeric investors" may be used in the name of other portfolios managed by
Numeric.
MISCELLANEOUS
Counsel. The law firm of Drinker Biddle & Reath LLP, 1100 Philadelphia
National Bank Building, 1345 Chestnut Street, Philadelphia, Pennsylvania 19107-
3496, serves as counsel to RBB and RBB's non-interested directors.
Independent Accountants. Coopers & Lybrand L.L.P., 2400 Eleven Penn
Center, Philadelphia, Pennsylvania 19103, serves as RBB's independent
accountants.
Control Persons. As of November 15, 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 the class of RBB
indicated below. See "Description of Shares" above. RBB does not know whether
such persons also beneficially own such shares.
-44-
<PAGE>
<TABLE>
<CAPTION>
PERCENT
PORTFOLIO NAME AND ADDRESS OWNED
- --------- ---------------- --------
<S> <C> <C>
Cash Preservation Jewish Family and Children's 44.2%
Money Market Portfolio Agency of Philadelphia
(Class G) Capital Campaign
Attn: S. Ramm
1610 Spruce Street
Philadelphia, PA 19103
Dominic and Barbara Pisciotta 15.9%
and Successors in Trust under
the Dominic and Barbara
Pisciotta Caring Trust
207 Woodmere Way
St. Charles, MO 63303
Cash Preservation Kenneth Farwell and Valerie 11.3%
Municipal Money Market Farwell JTTEN
Portfolio 3854 Sullivan
(Class H) St. Louis, MO 63107
Gary L. Lange and 32.6%
Susan D. Lange JTTEN
1354 Shady Knoll Ct.
Longwood, FL 32750
Andrew Diederich and 6.2%
Doris Diederich JTTEN
1003 Lindeman
Des Peres, MO 63131
Gwendolyn Haynes 5.2%
2757 Geyer
St. Louis, MO 63104
Savannah Thomas Trust 6.3%
200 Madison Ave.
Rock Hill, MD 63119
Sansom Street Money Wasner & Co. 32.6%
Market Portfolio FAO Paine Webber and Managed
(Class I) Assets Sundry Holdings
Attn: Joe Domizio
200 Stevens Drive
Lester, PA 19113
Saxon and Co. 65.5%
FBO Paine Webber
P.O. Box 7780 1888
Philadelphia, PA 19182
</TABLE>
-45-
<PAGE>
<TABLE>
<CAPTION>
PERCENT
PORTFOLIO NAME AND ADDRESS OWNED
- --------- ---------------- --------
<S> <C> <C>
BEA International Blue Cross & Blue Shield of 6.10%
Equity - Institutional Massachusetts Inc.
Class Retirement Income Trust
(Class T) 100 Summer Street
Boston, MA 02110-2106
Credit Suisse Private Banking 6.89%
Dividend Reinvest Plan
c/o Credit Suisse PVT PKG
12 E. 49th Street, 40th Fl.
New York, NY 10017-1028
Indiana University Foundation 5.49%
Attn: Walter L. Koon, Jr.
P.O. Box 500
Bloomington, IN 47402-0500
Employees Ret. Plan Marshfield 5.31%
Clinic
1000 N. Oak Avenue
Marshfield, WI 54449
State Street Bank & Trust 5.06%
FBC Consumers Energy
DTD 3-1-1997
P.O. Box 1992
Boston, MA 02105-1992
BEA International Bob & Co. 87.30%
Equity Portfolio - P.O. Box 1809
Advisor Class (Class Boston, MA 02105-1809
MM)
TRANSCORP 10.78%
FBO William E. Burns
P.O. Box 6535
Englewood, CO 80155-6535
BEA High Yield Fidelity Investments 15.61%
Portfolio - Institutional
Institutional Class Operations Co. Inc. as Agent for
(Class U) Certain Employee Benefit Plan
100 Magellan Way #KWIC
Covington, KY 41015-1987
Guenter Full Trust Michelin 17.31%
North America Inc.
Master Trust
P.O. Box 19001
Greenville, SC 29602-9001
</TABLE>
-46-
<PAGE>
<TABLE>
<CAPTION>
PERCENT
PORTFOLIO NAME AND ADDRESS OWNED
- --------- ---------------- --------
<S> <C> <C>
C S First Boston Pension Fund 6.15%
Park Avenue Plaza, 34th Floor
Attn: Steve Medici
55 E. 52nd Street
New York, NY 10055-0002
Southdown Inc. Pension Plan 9.65%
MAC & Co.
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 31980
Edward J. Demske TTEE 5.42%
Miami University Foundation
202 Roudebush Hall
Oxford, OH 45056
BEA High Yield Richard A. Wilson TTEE 10.81%
Portfolio - Advisor E. Francis Wilson TTEE
Class (Class OO) The Wilson Family Trust
7612 March Avenue
West Hills, CA 91304-5232
Charles Schwab & Co. 88.82
Special Custody Account for the
Exclusive Benefit of Customers
101 Montgomery St.
San Francisco, CA 94104-4122
BEA Emerging Markets Wachovia Bank North Carolina 26.22%
Equity Portfolio - Trust for Carolina Power & Light
Institutional Class Co.
(Class V) Supplemental Retirement Trust
301 N. Main Street
Winston-Salem, NC 27101-3819
Hall Family Foundation 38.21%
P.O. Box 419580
Kansas City, MO 64141-8400
Arkansas Public Employees 18.33%
Retirement System
124 W. Capitol Avenue
Little Rock, AR 72201-3704
BEA Emerging Markets Charles Schwab & Co. 22.65%
Equity Portfolio - Special Custody Account for the
Advisor Class Exclusive Benefit of Customers
(Class NN) 101 Montgomery Street
San Francisco, CA 94104-4175
</TABLE>
-47-
<PAGE>
<TABLE>
<CAPTION>
PERCENT
PORTFOLIO NAME AND ADDRESS OWNED
- --------- ---------------- --------
<S> <C> <C>
Donald W. Allgood 72.66%
3106 Johannsen Dr.
Burlington, IA 52601-1541
BEA US Core Equity Patterson & Co. 43.71%
Portfolio - P.O. Box 7829
Institutional Class Philadelphia, PA 19101-7829
(Class X)
Credit Suisse Private Banking 13.51%
Dividend Reinvest Plan
c/o Credit Suisse PVT BKG
12 E. 49th Street, 40th Fl.
New York, NY 10017-1028
Fleet National Bank Trust 5.86%
Hospital St. Raphael Malpractice
Attn: 1958875020
P.O. Box 92800
Rochester, NY 14692-8900
Werner & Pfleiderer Pension 6.98%
Plan Employees
663 E. Crescent Avenue
Ramsey, NJ 07446-1220
Washington Hebrew Congregation 11.22%
3935 Macomb St. NW
Washington, DC 20016-3799
BEA US Core Fixed New England UFCW & Employers' 24.30%
Income Portfolio - Pension Fund Board of Trustees
Institutional Class 161 Forbes Road, Suite 201
(Class Y) Braintree, MA 02184-2606
Patterson & Co. 6.50%
P.O. Box 7829
Philadelphia, PA 19101-7829
MAC & Co 5.07%
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
</TABLE>
-48-
<PAGE>
<TABLE>
<CAPTION>
PERCENT
PORTFOLIO NAME AND ADDRESS OWNED
- --------- ---------------- --------
<S> <C> <C>
Fidelity Investments 9.70%
Institutional
Operations Co. Inc. (FIIOC) as
Agent for Credit Suisse First
Boston Employee's Savings PSP
100 Magellan Way #KWIC
Covington, KY 41015-1987
DCA Food Industries Inc. 8.95%
100 East Grand Avenue
Beloit, WI 53511-6255
State St. Bank & Trust TTE 6.57%
Fenway Holdings LLC Master Trust
P.O. Box 470
Boston, MA 02102-0470
The Valley Foundation 6.47%
c/o Enterprise Trust
16450 Los Gatos Boulevard
Suite 210
Los Gatos, CA 95032-5594
BEA Strategic Global Sunkist Master Trust 32.35%
Fixed Income Portfolio 14130 Riverside Drive
(Class Z) Sherman Oaks, CA 91423-2313
Patterson & Co. 23.13%
P.O. Box 7829
Philadelphia, PA 19101-7829
Key Trust Co. of Ohio 18.70%
FBO Eastern Enterp. Collective
Inv. Trust
P.O. Box 94870
Cleveland, OH 44101-4870
Hard & Co. 17.34%
Trust for Abtco Inc.
Retirement Plan
c/o Associated Bank, N.A.
100 W. Wisconsin Ave.
Neenah, WI 54956-3012
BEA Municipal Bond William A. Marquard 39.48%
Fund Portfolio (Class 2199 Maysville Rd.
AA) Carlisle, KY 40311-9716
</TABLE>
-49-
<PAGE>
<TABLE>
<CAPTION>
PERCENT
PORTFOLIO NAME AND ADDRESS OWNED
- --------- ---------------- --------
<S> <C> <C>
Arnold Leon 13.16%
c/o Fiduciary Trust Company
P.O. Box 3199
Church Street Station
New York, NY 10008-3199
Irwin Bard 6.51%
1750 North East 183rd St. North
Miami Beach, FL 33179-4908
S. Finkelstein Family Fund 5.01%
1755 York Ave., Apt. 35 BC
New York, NY 10128-6827
BEA Global Tele- E. M. Warburg Pincus & Co. Inc. 17.48%
communications 466 Lexington Ave.
Portfolio - Advisor New York, NY 10017-3140
Class (Class PP)
Bea Associates 401K 11.82%
153 East 53rd Street
New York, NY 10022-4611
John B. Hurford 47.62%
153 E. 53rd St., Flr. 57
New York, NY 10022-4611
n/i numeric investors Charles Schwab & Co. Inc. 15.3%
Micro Cap Fund Special Custody Account for the
(Class FF) Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
Public Inst. for Social Security 6.1%
1001 19th Street N, 16th Floor
Arlington, VA 22209
Portland General Corp. 13.7%
Invest Trust
DTD 01/29/90
Attn: William J. Valach
121 SW Salmon Street
Portland, OR 97202
</TABLE>
-50-
<PAGE>
<TABLE>
<CAPTION>
PERCENT
PORTFOLIO NAME AND ADDRESS OWNED
- --------- ---------------- --------
<S> <C> <C>
State Street Bank and 7.0%
Trust Company
FBO Yale Univ Ret Pln for Staff
Emp
State Street Bank & Trust Co.
Master TR Div
Attn: Kevin Sutton
Solomon Williard Bldg. One
Enterprise Dr.
North Quincy, MA 02171
n/i numeric investors Charles Schwab & Co. Inc. 18.6%
Growth Fund Special Custody Account for the
(Class GG) Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
U.S. Equity Investment Portfolio 6.5%
LP
c/o Asset Management Advisors
Inc.
1001 N. US Hwy 1 STE 800
Jupiter, FL 33477
Portland General Corp. VEBA 5.7%
Plan
DTD 12/19/90
Attn: William Valach
121 SW Salmon Street
Portland, OR 97202
CitiBank FSB 18.9%
Sargent & Lundy Retirement Trust
C/O CitiCorp
Attn: D. Erwin Jr.
1410 N. West Shore Blvd.
Tampa, FL 33607
n/i numeric investors Charles Schwab & Co. Inc. 22.9%
Growth and Value Special Custody Account for the
Fund (Class HH) Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
</TABLE>
-51-
<PAGE>
<TABLE>
<CAPTION>
PERCENT
PORTFOLIO NAME AND ADDRESS OWNED
- --------- ---------------- --------
<S> <C> <C>
Chase Manhattan Bank 6.0%
Collins Group Trust I
840 Newport Center Dr.
Newport Beach, CA 92660
Boston Partners Large Dr. Janice B. Yost 26.2%
Cap Value Fund - Trust Mary Black Foundation Inc.
Institutional Class Bell Hill-945 E. Main St.
(Class QQ) Spartanburg, SC 29302
Saxon and Co. 12.4%
FBO UJF Equity Funds
P.O. Box 7780-1888
Philadelphia, PA 19182
Irving Fireman's Relief & Ret 8.1%
Fund
Lou Mayfield-Chairman
601 N. Beltline Ste. 20
Irving, TX 75061
John N. Brodson and 10.0%
Paul A. Ebert
Trst Amer Coll of Surg Staf
Mem Ret Plan
55 E. Erie Street
Chicago, IL 60611
Wells Fargo Bank 15.7%
Trst Stoel Rives
Tr 008125
P. O. Box 9800
Calabasas, CA 91308
Hawaiian Trust Company LTD 6.3%
Trst The Estate of James
Campbell
Pension Fund
P.O. Box 3170
Honolulu, HI 96802-3170
Shady Side Academy Endowment 11.0%
423 Fox Chapel Rd.
Pittsburgh, PA 15238
</TABLE>
-52-
<PAGE>
<TABLE>
<CAPTION>
PERCENT
PORTFOLIO NAME AND ADDRESS OWNED
- --------- ---------------- --------
<S> <C> <C>
Boston Partners Large Fleet National Bank TTEE 7.7%
Cap Value Fund - Testa Hurwitz THIB
Investor Class FBO Scott Birnbaum
(Class RR) P.O. Box 92800
Rochester, NY 14692
National Financial Services 25.5%
Corp
For the Exclusive Benefit of
our Customers
Attn: Mutual Funds, 5th Floor
200 Liberty Street I World
Financial Center
New York, NY 10281
Joseph P. Scherer 10.3%
Rollover IRA
26 Embassy Ct
Cherry Hill, NJ 08002
Linda C. Brodson 7.3%
Trst Linda C. Brodson Trust
465 Lakeside Pl
Highland Park, IL 60035
John N. Brodson 7.3%
Trust John N. Brodson Trust
U/A DTD 08/06/87
465 Lakeside Pl
Highland Park, IL 60035
Charles Schwab & Co. Inc. 12.0%
Spjecial Custody Account
for Bene of Cust
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
Mark R. Scott 6.1%
and Maryann Scott
JTTEN WROS
2543 Longmount Dr.
Wexford, PA 15090
</TABLE>
-53-
<PAGE>
<TABLE>
<CAPTION>
PERCENT
PORTFOLIO NAME AND ADDRESS OWNED
- --------- ---------------- --------
<S> <C> <C>
Boston Partners Mid National Financial SVCS Corp. 27.2%
Cap Value Fund For Exclusive Bene of our
Investor Class Customers
(Class TT) Sal Vella
200 Liberty Street
New York, NY 10281
Charles Schwab & Co. Inc. 32.0%
Special Custody Account for
Bene of Cust
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
George B. Smithy, Jr. 13.0%
38 Greenwood Road
Wellesley, MA 02181
John N. Brodson 6.4%
Trst John N. Brodson Trust
U/A DTD 08/06/87
465 Lakeside Pl
Highland Park, IL 60035
Linda C. Brodson 6.4%
Trst Linda C. Brodson Trust
465 Lakeside Pl
Highland Park, IL 60035
Boston Partners Mid Wells Fargo Bank Cust 5.4%
Cap Value Fund FBO William W. Carter
Institutional Class IRA FIP 007430
(Class UU) P.O. Box 1389
San Carlos, CA 94070-1389
USNB of Oregon 77.2%
Cust Jean Vollum
Attn: Mutual Funds
P.O. Box 3168
Portland, OR 97208
</TABLE>
As of the same date, directors and officers as a group owned less than
one percent of the shares of the Fund.
Banking Laws. Banking laws and regulations currently prohibit a bank
holding company registered under the Federal Bank Holding Company Act of 1956 or
any bank or non-bank affiliate thereof from sponsoring, organizing, controlling
or distributing
-54-
<PAGE>
the shares of a registered, open-end investment company continuously engaged in
the issuance of its shares, and prohibit banks generally from underwriting
securities, but such banking laws and regulations do not prohibit such a holding
company or affiliate or banks generally from acting as investment adviser,
administrator, transfer agent or custodian to such an investment company, or
from purchasing shares of such a company as agent for and upon the order of
customers. PIMC, PNC Bank and other institutions that are banks or bank
affiliates are subject to such banking laws and regulations.
PIMC and PNC Bank believe they may perform the services for the Fund
contemplated by their respective agreements with the Fund without violation of
applicable banking laws or regulations. It should be noted, however, that there
have been no cases deciding whether bank and non-bank subsidiaries of a
registered bank holding company may perform services comparable to those that
are to be performed by these companies, and future changes in either federal or
state statutes and regulations relating to permissible activities of banks and
their subsidiaries or affiliates, as well as further judicial or administrative
decisions or interpretations of present and future statutes and regulations,
could prevent these companies from continuing to perform such services for the
Fund. If such were to occur, it is expected that the Board of Directors would
recommend that the Fund enter into new agreements or would consider the possible
termination of the Fund. Any new advisory or sub-advisory agreement would
normally be subject to shareholder approval. It is not anticipated that any
change in the Fund's method of operations as a result of these occurrences would
affect its net asset value per share or result in a financial loss to any
shareholder.
Shareholder Approvals. As used in this Statement of Additional
Information and in the Prospectuses, "shareholder approval" and a "majority of
the outstanding shares" of a class, series or Portfolio means, with respect to
the approval of an investment advisory agreement, a distribution plan or a
change in a fundamental investment limitation, the lesser of (1) 67% of the
shares of the particular class, series or Portfolio represented at a meeting at
which the holders of more than 50% of the outstanding shares of such class,
series or Portfolio are present in person or by proxy, or (2) more than 50% of
the outstanding shares of such class, series or Portfolio.
FINANCIAL STATEMENTS
The audited financial statements and notes thereto in the Funds' Annual
Report to Shareholders (the "1997 Annual Report") for the fiscal year ended
August 31, 1997 (the "Financial Statements") are incorporated by reference into
this Statement of
-55-
<PAGE>
Additional Information. No other parts of the 1997 Annual Report are
incorporated by reference herein. The financial statements included in the 1997
Annual Report have been audited by RBB's independent accountants, Coopers &
Lybrand, L.L.P. The reports of Coopers & Lybrand, L.L.P. are incorporated herein
by reference, such financial statements have been incorporated herein in
reliance upon such reports given upon their authority as experts in accounting
and auditing. Copies of the 1997 Annual Report may be obtained free of charge by
telephoning PFPC at (800) 348-5031. No financial statements are supplied for the
Larger Cap Value Fund because, as of the date of the Prospectus and this
Statement of Additional Information, the Fund had no operating history.
-56-
<PAGE>
APPENDIX A
----------
Commercial Paper Ratings
- ------------------------
A Standard & Poor's ("S&P") commercial paper rating is a current
assessment of the likelihood of timely payment of debt having an original
maturity of no more than 365 days. 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. The "D" rating category is used
when interest payments of principal payments are not made on the date due, even
if the applicable grace period has not expired, unless S&P believes such
payments will be made during such grace period.
Moody's commercial paper ratings are opinions of the ability of
issuers to repay punctually senior debt obligations not having an original
maturity in excess of one year, unless explicitly noted. The following
summarizes the rating categories used by Moody's for commercial paper:
"Prime-1" - Issuers (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment
ability will often be evidenced by many of the following characteristics:
leading market positions in well-established industries; high rates of return on
funds employed; conservative capitalization structure with moderate reliance on
debt and ample asset protection; broad margins in earnings coverage of fixed
financial charges and
A-1
<PAGE>
high internal cash generation; and well-established access to a range of
financial markets and assured sources of alternate liquidity.
"Prime-2" - Issuers (or supporting institutions) have a strong ability
for repayment of senior short-term debt 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, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
"Prime-3" - Issuers (or supporting institutions) have an acceptable
ability for repayment of senior short-term debt obligations. The effects of
industry characteristics and market compositions may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.
"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. The obligor's capacity to meet its financial commitment on
the obligation is extremely strong.
"AA" - An obligation rated "AA" differs from the highest rated
obligations only in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.
"A" - An obligation rated "A" is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rated categories. However, the obligor's capacity to meet
its financial commitment on the obligation is still strong.
"BBB" - An obligation rated "BBB" exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.
"BB," "B," "CCC," "CC" and "C" - Debt is regarded as having
significant speculative characteristics. "BB" indicates
A-2
<PAGE>
the least degree of speculation and "C" the highest. While such obligations will
likely have some quality and protective characteristics, these may be outweighed
by large uncertainties or major exposures to adverse conditions.
"BB" - Debt is less vulnerable to non-payment than other speculative
issues. However, it faces major ongoing uncertainties or exposure to adverse
business, financial or economic conditions which could lead to the obligor's
inadequate capacity to meet its financial commitment on the obligation.
"B" - Debt is more vulnerable to non-payment than obligations rated
"BB", but the obligor currently has the capacity to meet its financial
commitment on the obligation. Adverse business, financial or economic
conditions will likely impair the obligor's capacity or willingness to meet its
financial commitment on the obligation.
"CCC" - Debt is currently vulnerable to non-payment, and is dependent
upon favorable business, financial and economic conditions for the obligor to
meet its financial commitment on the obligation. In the event of adverse
business, financial or economic conditions, the obligor is not likely to have
the capacity to meet its financial commitment on the obligation.
"CC" - An obligation rated "CC" is currently highly vulnerable to non-
payment.
"C" - The "C" rating may be used to cover a situation where a
bankruptcy petition has been filed or similar action has been taken, but
payments on this obligation are being continued.
"D" - An obligation rated "D" is in payment default. This rating is
used when payments on an obligation 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 or the taking of similar action if payments
on an obligation are jeopardized.
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
A-3
<PAGE>
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 are considered as 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 and principal ("Ba"
indicates speculative elements; "B" indicates a general lack of characteristics
of desirable investment; "Caa" are of 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
A-4
<PAGE>
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, Baa1, Ba1 and B1.
A-5
<PAGE>
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
(1) Included in Part A of the Registration Statement:
Financial Highlights (audited) for the n/i Numeric Investors Micro
Cap, Growth and Growth & Value Funds for the fiscal year ended August
31, 1997 and for the period from June 3, 1997 (commencement of
operations) through August 31, 1996.
(2) Incorporated by reference into Part B:
Audited Financial Statements included in Registrant's Annual Report
to Shareholders dated September 30, 1997 for the n/i Numeric
Investors Micro Cap, Growth and Growth & Value Funds, which has been
previously filed with the Commission.
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<C> <C> <S> <C>
(1) (a) Articles of Incorporation of Registrant 1
(b) Articles Supplementary of Registrant. 1
(c) Articles of Amendment to Articles of Incorporation of Registrant. 2
(d) Articles Supplementary of Registrant. 2
(e) Articles Supplementary of Registrant. 5
(f) Articles Supplementary of Registrant. 6
(g) Articles Supplementary of Registrant. 9
(h) Articles Supplementary of Registrant. 10
(i) Articles Supplementary of Registrant. 14
(j) Articles Supplementary of Registrant. 14
(k) Articles Supplementary of Registrant. 19
(l) Articles Supplementary of Registrant. 19
(m) Articles Supplementary of Registrant. 19
(n) Articles Supplementary of Registrant. 19
(o) Articles Supplementary of Registrant. 20
(p) Articles Supplementary of Registrant. 23
(q) Articles Supplementary of Registrant. 25
(r) Articles Supplementary of Registrant. 27
(s) Articles of Amendment to Charter of the Registrant. 28
(t) Articles Supplementary of Registrant. 28
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<C> <C> <S> <C>
(2) By-Laws, as amended 28
(3) None.
(4) (a) See Articles VI, VII, VIII, IX and XI of Registrant's 1
Articles of Incorporation dated February 17, 1988.
(b) See Articles II, III, VI, XIII, and XIV of Registrant's 23
By-Laws as amended through April 26, 1996.
(5) (a) Investment Advisory Agreement (Money Market) between Registrant 3
and Provident Institutional Management Corporation, dated
as of August 16, 1988.
(b) Sub-Advisory Agreement (Money Market) between Provident 3
Institutional Management Corporation and Provident National
Bank, dated as of August 16, 1988.
(c) Investment Advisory Agreement (Tax-Free Money Market) between 3
Registrant and Provident Institutional Management
Corporation, dated as of August 16, 1988.
(d) Sub-Advisory Agreement (Tax-Free Money Market) between Provident 3
Institutional Management Corporation and Provident National
Bank, dated as of August 16, 1988.
(e) Investment Advisory Agreement (Government Obligations Money 3
Market) between Registrant and Provident Institutional Management
Corporation, dated as of August 16, 1988.
(f) Sub-Advisory Agreement (Government Obligations Money Market) 3
between Provident Institutional Management Corporation and
Provident National Bank, dated as of August 16, 1988.
(g) Investment Advisory Agreement (Government Securities) between 8
Registrant and Provident Institutional Management Corporation
dated as of April 8, 1991.
(h) Investment Advisory Agreement (New York Municipal Money Market) 9
between Registrant and Provident Institutional Management
Corporation dated November 5, 1991.
(i) Investment Advisory Agreement (Tax-Free Money Market) between 10
Registrant and Provident Institutional Management Corporation dated
April 21, 1992.
(j) Investment Advisory Agreement (BEA International Equity 11
Portfolio) between Registrant and BEA Associates.
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<C> <S> <C>
(k) Investment Advisory Agreement (BEA Strategic 11
Fixed Income Portfolio) between Registrant
and BEA Associates.
(l) Investment Advisory Agreement (BEA Emerging 11
Markets Equity Portfolio) between Registrant
and BEA Associates.
(m) Investment Advisory Agreement (BEA U.S. Core 15
Equity Portfolio) between Registrant and BEA
Associates, dated as of October 27, 1993.
(n) Investment Advisory Agreement (BEA U.S. Core 15
Fixed Income Portfolio) between Registrant
and BEA Associates, dated as of October 27,
1993.
(o) Investment Advisory Agreement (BEA Global 15
Fixed Income Portfolio) between Registrant
and BEA Associates, dated as of October 27,
1993.
(p) Investment Advisory Agreement (BEA Municipal 15
Bond Fund Portfolio) between Registrant and
BEA Associates, dated as of October 27, 1993.
(q) Investment Advisory Agreement (BEA Balanced) 16
between Registrant and BEA Associates.
(r) Investment Advisory Agreement (BEA Short 16
Duration Portfolio) between Registrant and
BEA Associates.
(s) Investment Advisory Agreement (n/i Numeric 23
Investors Micro Cap Fund) between Registrant and
Numeric Investors, L.P.
(t) Investment Advisory Agreement (n/i Numeric 23
Investors Growth Fund) between Registrant
and Numeric Investors, L.P.
(u) Investment Advisory Agreement (n/i Numeric 23
Investors Growth & Value Fund) between Registrant
and Numeric Investors, L.P.
(v) Investment Advisory Agreement (BEA Global 24
Telecommunications Portfolio) between
Registrant and BEA Associates.
(w) Investment Advisory Agreement (Boston 26
Partners Large Cap Value Fund) between
Registrant and Boston Partners Asset
Management, L.P.
(x) Investment Advisory Agreement (Boston 28
Partners Mid Cap Value Fund) between
Registrant and Boston Partners Asset
Management, L.P.
(y) Investment Advisory Agreement (n/i Numeric
Investors Larger Cap Value Fund) between
Registrant and Numeric Investors, L.P. dated
December 1, 1997.
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<C> <C> <S> <C>
(z) Investment Advisory Agreement (Boston
Partners Bond Fund) between Registrant and
Boston Partners Asset Management, L.P. dated
December 1, 1997.
(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 9
L, M, N and 0) between the Registrant and
Counsellors Securities Inc. dated as of
November 5, 1991.
(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 10
T, U and V) between the Registrant and
Counsellors Securities Inc. dated as of
September 18, 1992.
(w) Distribution Agreement Supplement (Classes X, 14
Y, Z and AA) between the Registrant and
Counselors Securities Inc.
(x) Distribution Agreement Supplement (Classes 18
BB and CC) 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 19
R, 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) 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, OO, and PP) between Registrant and
Counsellors Securities Inc.
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<C> <S> <C>
(gg) Distribution Agreement Supplement (Class QQ) 26
between Registrant and Counsellors Securities
Inc.
(hh) Distribution Agreement Supplement (Class RR) 27
between Registrant and Counsellors Securities
Inc.
(ii) Distribution Agreement Supplement (Class SS) 27
between Registrant and Counsellors Securities
Inc.
(jj) Distribution Agreement Supplement (Class TT) 28
between Registrant and Counsellors Securities
Inc.
(kk) Distribution Agreement Supplement (Class UU) 28
between Registrant and Counsellors Securities
Inc.
(ll) Distribution Agreement Supplement (Class VV)
between Registrant and Counsellors
Securities, Inc.
(mm) Distribution Agreement Supplement (Class WW)
between Registrant and Counsellors
Securities, Inc.
(nn) Distribution Agreement Supplement (Class XX)
between Registrant and Counsellors
Securities, Inc.
(7) Fund Office Retirement Profit-Sharing and Trust 29
Agreement, dated as of October 24, 1990, as amended.
(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.
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<C> <C> <S> <C>
(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 n/i Numeric
Investors Micro Cap Fund, n/i Numeric Investors
Growth Fund and n/i Numeric Investors Growth &
Value Fund Portfolios of the Registrant.
(m) Custodian Agreement Supplement Between 26
Registrant and PNC Bank, National Association
dated October 16, 1996.
(n) Custodian Agreement Supplement between 27
Registrant and Brown Brothers Harriman & Co.
on behalf of the BEA Municipal Bond Fund.
(o) Custodian Agreement Supplement between 28
Registrant and PNC Bank, National
Association, on behalf of the Boston Partners
Mid Cap Value Fund.
(p) Custody Agreement between Registrant and
Custodial Trust Company on behalf of the
n/i Numeric Investors Larger Cap Value Fund.
(q) Custodian Agreement Supplement between Registrant and
PNC Bank, N.A. on behalf of the Boston Partners Bond
Fund.
(9) (a) Transfer Agency Agreement (Sansom Street) 3
between Registrant and Provident Financial
Processing Corporation, dated as of
August 16, 1988.
(b) Transfer Agency Agreement (Cash Preservation) 3
between Registrant and Provident Financial
Processing Corporation, dated as of
August 16, 1988.
(c) Shareholder Servicing Agreement (Sansom 3
Street Money Market).
(d) Shareholder Servicing Agreement (Sansom 3
Street Tax-Free Money Market).
(e) Shareholder Servicing Agreement (Sansom 3
Street Government Obligations Money Market).
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<C> <S> <C>
(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 (Bedford) between 3
Registrant and Provident Financial Processing
Corporation, dated as of August 16, 1988.
(j) Administration and Accounting Services 8
Agreement between Registrant and Provident
Financial Processing Corporation, relating to
Government Securities Portfolio, dated as of
April 10, 1991.
(k) 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.
(l) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation (BEA
International Equity) dated September 18, 1992.
(m) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation (BEA
Strategic Fixed Income) dated September 18, 1992.
(n) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation (BEA
Emerging Markets Equity) dated September 18, 1992.
(o) 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.
(p) Transfer Agency Agreement Supplement (BEA) 10
between Registrant and Provident Financial
Processing Corporation dated as of September 19, 1992.
(q) Administrative Services Agreement between 10
Registrant and Counsellor's Fund Services,
Inc. (BEA Portfolios) dated September 18, 1992.
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<C> <S> <C>
(r) 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.
(s) 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.
(t) Administration and Accounting Services Agreement 15
between Registrant and PFPC Inc.
relating to BEA U.S. Core Equity Portfolio
dated as of October 27, 1993.
(u) Administration and Accounting Services Agreement 15
between Registrant and PFPC Inc.
(BEA U.S. Core Fixed Income Portfolio) dated
October 27, 1993.
(v) Administration and Accounting Services 15
Agreement between Registrant and PFPC Inc.
(International Fixed Income Portfolio) dated
October 27, 1993.
(w) Administration and Accounting Services 15
Agreement between Registrant and PFPC Inc.
(Municipal Bond Fund Portfolio) dated
October 27, 1993.
(x) Transfer Agency Agreement Supplement (BEA 18
Balanced and Short Duration Portfolios)
between Registrant and PFPC Inc. dated
October 26, 1994.
(y) Administration and Accounting Services Agreement 18
between Registrant and PFPC Inc.
(BEA Balanced Portfolio) dated October 26, 1994.
(z) Administration and Accounting Services 18
Agreement between Registrant and PFPC Inc.
(BEA Short Duration Portfolio) dated
October 26, 1994.
(aa) Administrative Services Agreement Supplement 18
between Registrant and Counsellors Fund
Services, Inc. (BEA Classes) dated
October 26, 1994.
(bb) Transfer Agency and Service Agreement between 21
Registrant and State Street Bank and Trust
Company and PFPC, Inc. dated February 1, 1995.
(cc) Supplement to Transfer Agency and Service 21
Agreement between Registrant, State Street
Bank and Trust Company, Inc. and PFPC dated
April 10, 1995.
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<C> <S> <C>
(dd) Amended and Restated Credit Agreement dated 22
December 15, 1994.
(ee) Transfer Agency Agreement Supplement (n/i 23
Numeric Investors Micro Cap Fund, n/i Numeric
Investors Growth Fund and n/i Numeric Investors
Growth & Value Fund) between Registrant and
PFPC, Inc. dated April 14, 1996.
(ff) Administration and Accounting Services 23
Agreement between Registrant and PFPC, Inc.
(n/i Numeric Investors Micro Cap Fund)
dated April 24, 1996.
(gg) Administration and Accounting Services 23
Agreement between Registrant and PFPC, Inc.
(n/i Numeric Investors Growth Fund)
dated April 24, 1996.
(hh) Administration and Accounting Services 23
Agreement between Registrant and PFPC, Inc.
(n/i Numeric Investors Growth & Value Fund)
dated April 24, 1996.
(ii) Administrative Services Agreement between 23
Registrant and Counsellors Fund Services,
Inc. (n/i Numeric Investors Micro Cap Fund,
n/i Numeric Investors Growth Fund and
n/i Numeric Investors Growth & Value Fund)
dated April 24, 1996.
(jj) Administration and Accounting Services 24
Agreement between Registrant and PFPC, Inc.
(BEA Global Telecommunications Portfolio).
(kk) Co-Administration Agreement between 24
Registrant Investor and BEA Associates (BEA
International Equity Investor Portfolio).
(ll) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA
International Equity Advisor Portfolio).
(mm) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA Emerging
Markets Equity Investor Portfolio).
(nn) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA Emerging
Markets Equity Advisor Portfolio).
(oo) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA High Yield
Investor Portfolio).
(pp) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA High Yield
Advisor Portfolio).
(qq) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA Global
Telecommunications Investor Portfolio).
(rr) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA Global
Telecommunications Advisor Portfolio).
</TABLE>
-9-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<C> <S> <C>
(ss) Transfer Agreement and Service Agreement 24
between Registrant and State Street Bank and
Trust Company.
(tt) Administration and Accounting Services 27
Agreement between the Registrant and PFPC
Inc. dated October 16, 1996 (Boston Partners
Large Cap Value Fund).
(uu) Transfer Agency Agreement Supplement between 26
Registrant and PFPC Inc. (Boston Partners
Large Cap Value Fund, Institutional Class).
(vv) Transfer Agency Agreement Supplement between 26
Registrant and PFPC Inc. (Boston Partners
Large Cap Value Fund, Investor Class).
(ww) Transfer Agency Agreement Supplement between 26
Registrant and PFPC Inc. (Boston Partners
Large Cap Value Fund, Advisor Class).
(xx) Transfer Agency Agreement Supplement between 28
Registrant and PFPC Inc., (Boston Partners
Mid Cap Value Fund, Institutional Class).
(yy) Transfer Agency Agreement Supplement between 28
Registrant and PFPC Inc., (Boston Partners
Mid Cap Value Fund, Investor Class).
(zz) Administration and Accounting Services 28
Agreement between Registrant and PFPC Inc.
dated, May 30, 1997 (Boston Partners Mid Cap
Value Fund).
(aaa) Transfer Agency Agreement Supplement (n/i
Numeric Investors Larger Cap Value Fund)
between Registrant and PFPC, Inc.
dated December 1, 1997.
(bbb) Administration and Accounting Services
Agreement between Registrant and PFPC, Inc.
dated December 1, 1997 (n/i Numeric
Investors Larger Cap Value Fund).
(ccc) Co-Administration Agreement between
Registrant and Bear Stearns Funds
Management, Inc. dated December 1, 1997
(n/i Numeric Investors Larger Cap Value Fund).
(ddd) Administrative Services Agreement between
Registrant and Counsellors Fund Services,
Inc. dated December 1, 1997 (n/i Numeric
Investors Larger Cap Value Fund)
(eee) Transfer Agency Agreement Supplement between
Registrant and PFPC, Inc. dated December 1,
1997 (Boston Partners Bond Fund,
Institutional Class).
(fff) Transfer Agency Agreement Supplement between
Registrant and PFPC, Inc. dated December 1,
1997 (Boston Partners Bond Fund, Investor
Class).
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<C> <C> <S> <C>
(ggg) Administration and Accounting Services
Agreement between Registrant and PFPC, Inc.
dated December 1, 1997 (Boston Partners Bond
Fund).
(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.
(c) Subscription Agreement between Registrant 7
and Planco Financial Services, Inc., relating
to Class Q.
(d) Subscription Agreement between Registrant and 9
Counsellors Securities Inc. relating to
Classes R, S, and Alpha 1 through Theta 4.
(e) Subscription Agreement between Registrant 10
and Counsellors Securities Inc. relating to
Classes T, U and V.
(f) Subscription Agreement between Registrant and 18
Counsellor's Securities Inc. relating to
Classes BB and CC.
(g) Purchase Agreement between Registrant and 23
Numeric Investors, L.P. relating to Class FF
(n/i Numeric Investors Micro Cap Fund).
(h) Purchase Agreement between Registrant and 23
Numeric Investors, L.P. relating to Class GG
(n/i Numeric Investors Growth Fund).
(i) Purchase Agreement between Registrant and 23
Numeric Investors, L.P. relating to Class HH
(n/i Numeric Investors Growth & Value Fund).
(j) Subscription Agreement between Registrant 24
and Counsellors Securities, Inc. relating to
Classes II through PP.
(k) Purchase Agreement between Registrant and 27
Boston Partners Asset Management, L.P.
relating to Classes QQ, RR and SS (Boston
Partners Large Cap Value Fund).
(l) Purchase Agreement between Registrant and 28
Boston Partners Asset Management, L.P.
relating to Classes TT and UU (Boston
Partners Mid Cap Value Fund).
</TABLE>
-11-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<C> <C> <S> <C>
(m) Purchase Agreement between Registrant and
Boston Partners Asset Management L.P.relating
to Classes VV and WW (Boston Partners Bond
Fund).
(n) Purchase Agreement between Registrant and
Numeric Investors, L.P. relating to Class XX
(n/i Numeric Investors Larger Cap Value Fund).
(14) None.
(15) (a) Plan of Distribution (Sansom Street Money 3
Market).
(b) Plan of Distribution (Sansom Street Tax-Free 3
Money Market).
(c) Plan of Distribution (Sansom Street 3
Government Obligations 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 (Bedford Money Market). 3
(g) Plan of Distribution (Bedford Tax-Free Money 3
Market).
(h) Plan of Distribution (Bedford Government 3
Obligations Money Market).
(i) Plan of Distribution (Income Opportunities 7
High Yield).
(j) Amendment No. 1 to Plans of Distribution 8
(Classes A through Q).
(k) Plan of Distribution (Alpha (now known as 9
Janney) Money Market).
(l) Plan of Distribution (Alpha (now known as 9 Janney) 9
Tax-Free Money Market (now known as the Municipal
Money Market)).
(m) Plan of Distribution (Alpha (now known as 9
Janney) Government Obligations Money Market).
(n) Plan of Distribution (Alpha (now known as 9
Janney) New York Municipal Money Market).
(o) Plan of Distribution (Beta Money Market). 9
(p) Plan of Distribution (Beta Tax-Free Money 9
Market).
(q) Plan of Distribution (Beta Government 9
Obligations Money Market).
(r) Plan of Distribution (Beta New York Money 9
Market).
(s) Plan of Distribution (Gamma Money Market). 9
</TABLE>
-12-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<C> <C> <S> <C>
(t) Plan of Distribution (Gamma Tax-Free Money 9
Market).
(u) Plan of Distribution (Gamma Government 9
Obligations Money Market).
(v) Plan of Distribution (Gamma New York 9
Municipal Money Market).
(w) Plan of Distribution (Delta Money Market). 9
(x) Plan of Distribution (Delta Tax-Free Money 9
Market).
(y) Plan of Distribution (Delta Government 9
Obligations Money Market).
(z) Plan of Distribution (Delta New York 9
Municipal Money Market).
(aa) Plan of Distribution (Epsilon Money Market). 9
(bb) Plan of Distribution (Epsilon Tax-Free Money 9
Market).
(cc) Plan of Distribution (Epsilon Government 9
Municipal Money Market).
(dd) Plan of Distribution (Epsilon New York 9
Municipal Money Market).
(ee) Plan of Distribution (Zeta Money Market). 9
(ff) Plan of Distribution (Zeta Tax-Free Money 9
Market).
(gg) Plan of Distribution (Zeta Government 9
Obligations Money Market).
(hh) Plan of Distribution (Zeta New York Municipal 9
Money Market).
(ii) Plan of Distribution (Eta Money Market). 9
(jj) Plan of Distribution (Eta Tax-Free Money 9
Market).
(kk) Plan of Distribution (Eta Government 9
Obligations Money Market).
(ll) Plan at Distribution (Eta New York Municipal 9
Money Market).
(mm) Plan of Distribution (Theta Money Market). 9
(nn) Plan of Distribution (Theta Tax-Free Money 9
Market).
(oo) Plan of Distribution (Theta Government 9
Obligations Money Market).
(pp) Plan of Distribution (Theta New York 9
Municipal Money Market).
</TABLE>
-13-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<C> <C> <S> <C>
(qq) Plan of Distribution (BEA International 24
Equity Investor).
(rr) Plan of Distribution (BEA International 24
Equity Advisor).
(ss) Plan of Distribution (BEA Emerging Markets 24
Equity Investor).
(tt) Plan of Distribution (BEA Emerging Markets 24
Equity Advisor).
(uu) Plan of Distribution (BEA High Yield 24
Investor).
(vv) Plan of Distribution (BEA High Yield 24
Advisor).
(ww) Plan of Distribution (BEA Global 24
Telecommunications Investor).
(xx) Plan of Distribution (BEA Global 24
Telecommunications Advisor).
(yy) Plan of Distribution (Boston Partners Large 26
Cap Value Fund Institutional Class)
(zz) Plan of Distribution (Boston Partners Large 27
Cap Value Fund Investor Class)
(aaa) Plan of Distribution (Boston Partners Large 27
Cap Value Fund Advisor Class)
(bbb) Plan of Distribution (Boston Partners Mid Cap 27
Value Fund Investor Class)
(ccc) Plan of Distribution (Boston Partners 27
Mid Cap Value Fund Institutional Class)
(ddd) Plan of Distribution (Boston Partners Bond
Fund Institutional Class).
(eee) Plan of Distribution (Boston Partners
Bond Fund Investor Class).
(16) (a) Schedule for Computation of Performance 29
Quotations for the Money Market and Boston
Partners Portfolios.
(b) Schedule for Computation of Performance 30
Quotations for the BEA Portfolios.
(c) Schedule for Computation of Performance Quotations
for the n/i Numeric Investors Portfolios.
(17) Financial Data Schedules for the n/i Numeric
Investors Portfolios.
(18) Amended 18f-3 Plan. 29
</TABLE>
-14-
<PAGE>
<TABLE>
<CAPTION>
NOTE #
<S> <C>
1 Incorporated herein by reference to the same exhibit number of
Registrant's Registration Statement (No. 33-20827) filed on March 24,
1988.
2 Incorporated herein by reference to the same exhibit number of Pre-
Effective Amendment No. 2 to Registrant's Registration Statement (No.
33-20827) filed on July 12, 1988.
3 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 1 to Registrant's Registration Statement (No.
33-20827) filed on March 23, 1989.
4 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 2 to Registrant's Registration Statement (No.
33-20827) filed on October 25, 1989.
5 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 3 to the Registrant's Registration Statement
(No. 33-20827) filed on April 27, 1990.
6 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 4 to the Registrant's Registration Statement
(No. 33-20827) filed on May 1, 1990.
7 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 5 to the Registrant's Registration Statement
(No. 33-20827) filed on December 14, 1990.
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.
</TABLE>
-15-
<PAGE>
<TABLE>
<S> <C>
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.
21 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 28 to the Registrant's Registration Statement
(No. 33-20827) filed on October 6, 1995.
22 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 29 to the Registrant's Registration Statement
(No. 33-20827) filed on October 25, 1995.
23 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 34 to the Registrant's Registration Statement
(No. 33-20827) filed on May 16, 1996.
24 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 37 to the Registrant's Registration Statement
(No. 33-20827) filed July 30, 1996.
25 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 39 to the Registrant's Registration Statement
(No. 33-20827) filed on October 11, 1996.
26 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 41 to the Registrant's Registration Statement
(No. 33-20827) filed on November 27, 1996.
27 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 45 to the Registrant's Registration Statement
(No. 33-20827) filed on May 9, 1997.
28 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 46 to the Registrant's Registration Statement
(33-20827) filed on September 25, 1997.
29 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 49 to the Registrant's Registration Statement
(33-20827) filed on December 1, 1997.
30 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 50 to the Registrant's Registration Statement
(33-20827) filed on December 1, 1997.
</TABLE>
-16-
<PAGE>
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
None.
Item 26. NUMBER OF HOLDERS OF SECURITIES
The following information is given as of November 15, 1997.
<TABLE>
<CAPTION>
TITLE OF CLASS OF COMMON STOCK NUMBER OF RECORD HOLDERS
- ------------------------------ ------------------------
<S> <C> <C>
a) Cash Preservation Money Market 42
b) Cash Preservation Municipal Money Market 59
c) Sansom Street Money Market 3
d) Sansom Street Municipal Money Market 0
e) Sansom Street Government Obligations Money Market 0
f) Bedford Money Market 143205
g) Bedford New York Municipal Money Market 3191
h) RBB Government Securities 530
i) Bedford Municipal Money Market 6713
j) Bedford Government Obligations Money Market 10999
k) BEA International Equity - Institutional Class 442
l) BEA International Equity - Investor Class 0
m) BEA International Equity - Advisor Class 11
n) BEA High Yield - Institutional Class 102
o) BEA High Yield - Investor Class 0
p) BEA High Yield - Advisor Class 10
q) BEA Emerging Markets Equity - Institutional Class 47
r) BEA Emerging Markets Equity - Investor Class 0
s) BEA Emerging Markets Equity - Advisor Class 10
t) BEA U.S. Core Equity 93
u) BEA U.S. Core Fixed Income 64
v) BEA Strategic Global Fixed Income 28
w) BEA Municipal Bond Fund 38
x) BEA Short Duration 0
y) BEA Balanced 0
z) BEA Global Telecommunications - Investor Class 0
aa) BEA Global Telecommunications - Advisor Class 21
bb) Janney Montgomery Scott
Money Market 95911
cc) Janney Montgomery Scott
Municipal Money Market 4319
dd) Janney Montgomery Scott
Government Obligations Money Market 33839
ee) Janney Montgomery Scott
New York Municipal Money Market 1407
ff) ni Numeric Investors Micro Cap 3628
gg) ni Numeric Investors Growth 3581
hh) ni Numeric Investors Growth & Value 3024
ii) Boston Partners Large Cap Value Fund - Institutional Class 28
jj) Boston Partners Large Cap Value Fund - Investor Class 32
kk) Boston Partners Large Cap Value Fund - Advisor Class 0
ll) Boston Partners Mid Cap Value Fund - Investor Class 19
mm) Boston Partners Mid Cap Value Fund - Institutional Class 26
</TABLE>
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:
-17-
<PAGE>
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 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, 1997, Schedules
B and D of BEA's FORM ADV (File No. 801-37170) filed on March 31, 1997,
Schedules B and D of Numeric's FORM ADV (File No. 801-35649) filed on March 27,
1997, and Schedules of Boston Partners' FORM ADV (File No. 801- 49059) filed on
July 17, 1997, respectively.
-18-
<PAGE>
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 PNB Bank, National Association (successor by merger to
Provident National Bank) ("PNC Bank"), is, or at any time during the past two
years has been, engaged for his own account or in the capacity of director,
officer, employee, partner or trustee.
PNC Bank, National Association
Directors
<TABLE>
<CAPTION>
Position with Type
PNC Bank Name Other Business Connections of Business
- -------- ---- -------------------------- -----------
<C> <C> <S> <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
Hahnemann 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.
</TABLE>
-19-
<PAGE>
<TABLE>
<C> <C> <S> <C>
P.O. Box 715
Mechanicsburg, PA 17055
Director Jane G. Pepper President Horticulture
Pennsylvania Horticulture Society
325 Walnut Street
Philadelphia, PA 19106
Director Robert C. Robb, Jr. President, Lewis, Eckert, Robb Financial
& Company and
425 One Plymouth Meeting Management
Plymouth Meeting, PA 19462 Consultants
Director James E. Rohr President and C.E.O. Bank Holding
PNC Bank, National Association Company
One PNC Plaza, 30th Floor
Pittsburgh, PA 15265
Director Daniel M. Rooney President, Pittsburgh Steelers Football
Football Club of the National
Football League
300 Stadium Circle
Pittsburgh, PA 15212
Director Seth E. Schofield Chairman, President and C.E.O. Airline
USAir Group, Inc. and USAir, Inc.
2345 Crystal Drive
Arlington, VA 22227
</TABLE>
PNC Bank, National Association
Officers
<TABLE>
<S> <C>
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
</TABLE>
-20-
<PAGE>
PNC Bank, National Association
Officers
<TABLE>
<S> <C>
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, Northeast, Pa
James P. Conley Senior Vice President/Credit Policy
Andra D. Cochran Senior Vice President
Sharon Coghlan Coordinating Market Chief Counsel, Philadelphia
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
</TABLE>
-21-
<PAGE>
PNC Bank, National Association
Officers
<TABLE>
<S> <C>
Charles J. Ferrero Senior Vice President
Frederick C. Frank, III Executive Vice President
William J. Friel Executive Vice President
John F. Fulgoney Senior Counsel & Corporate Secretary
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
</TABLE>
-22-
<PAGE>
PNC Bank, National Association
Officers
<TABLE>
<S> <C>
Frank R. Krepp Senior Vice President & Chief Credit Policy
Officer
Kenneth P. Leckey Senior Vice President & Cashier
Marilyn R. Levins Senior Vice President
Carl J. Lisman Executive Vice President
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
</TABLE>
-23-
<PAGE>
PNC Bank, National Association
Officers
<TABLE>
<S> <C>
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
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
Robert L. Tassome Senior Vice President
Jane B. Tompkins Senior Vice President
Robert B. Trempe Senior Vice President
Kevin M. Tucker Senior Vice President
</TABLE>
-24-
<PAGE>
PNC Bank, National Association
Officers
<TABLE>
<S> <C>
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
Carole Yon Senior Vice President
George L. Ziminski, Jr. Senior Vice President
</TABLE>
(1) PNC Bank, National Association, 120 S. 17th Street, Philadelphia, PA 19103
1600 Market Street, Philadelphia, PA 19103
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.
(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.
-25-
<PAGE>
(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 principal
underwriter for the following investment companies:
Warburg Pincus Cash Reserve Fund
Warburg Pincus New York Tax Exempt Fund
Warburg Pincus New York Intermediate Municipal 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
Warburg Pincus Growth & Income Fund
Warburg Pincus Balanced 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
(b) The information required by this item 29(b) is incorporated by
reference to Form BD (SEC File No. 15-654) filed by the Distributor with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934.
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).
-26-
<PAGE>
(2) Counsellors Securities Inc., 466 Lexington Avenue, New York, New
York 10017 (records relating to its functions as distributor).
(3) PNC 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., 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).
(7) Numeric Investors, L.P., 1 Memorial Drive, Cambridge,
Massachusetts 02142 (records relating to its function as
investment adviser).
(8) Boston Partners Asset 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.
-27-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this registration statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Post- Effective
Amendment No. 51 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 8th day of December, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/Edward J. Roach President (Principal December 8, 1997
- ---------------------- Executive Officer) and
Edward J. Roach Treasurer (Principal
Financial and Accounting
Officer)
*Donald van Roden Director December 8, 1997
- ----------------------
Donald van Roden
*Francis J. McKay Director December 8, 1997
- ----------------------
Francis J. McKay
*Marvin E. Sternberg Director December 8, 1997
- ----------------------
Marvin E. Sternberg
*Julian A. Brodsky Director December 8, 1997
- ----------------------
Julian A. Brodsky
*Arnold M. Reichman Director December 8, 1997
- ----------------------
Arnold M. Reichman
*Robert Sablowsky Director December 8, 1997
- ----------------------
Robert Sablowsky
*By:/s/ Edward J. Roach December 8 , 1997
-------------------
Edward J. Roach
Attorney-in-Fact
</TABLE>
-28-
<PAGE>
THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Donald van
Roden, hereby constitutes and appoints Edward J. Roach and Michael P. Malloy,
his true and lawful attorneys, to execute in his name, place, and stead, in his
capacity as Director or officer, or both, of the Company, the Registration
Statement and any amendments thereto and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission; and said attorneys shall have full power and authority to do and
perform in his name and on his behalf, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises, as fully and to
all intents and purposes as he might or could do in person, said acts of said
attorneys being hereby ratified and approved.
DATED: April 23, 1997
/s/ Donald van Roden
- ----------------------------
Donald van Roden
<PAGE>
THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Marvin E.
Sternberg, hereby constitutes and appoints Edward J. Roach and Michael P.
Malloy, his true and lawful attorneys, to execute in his name, place, and stead,
in his capacity as Director or officer, or both, of the Company, the
Registration Statement and any amendments thereto and all instruments necessary
or incidental in connection therewith, and to file the same with the Securities
and Exchange Commission; and said attorneys shall have full power and authority
to do and perform in his name and on his behalf, in any and all capacities,
every act whatsoever requisite or necessary to be done in the premises, as fully
and to all intents and purposes as he might or could do in person, said acts of
said attorneys being hereby ratified and approved.
DATED: April 23, 1997
/s/ Marvin E. Sternberg
- ---------------------------
Marvin E. Sternberg
<PAGE>
THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Arnold Reichman,
hereby constitutes and appoints Edward J. Roach and Michael P. Malloy, his true
and lawful attorneys, to execute in his name, place, and stead, in his capacity
as Director or officer, or both, of the Company, the Registration Statement and
any amendments thereto and all instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission; and
said attorneys shall have full power and authority to do and perform in his name
and on his behalf, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as he might or could do in person, said acts of said attorneys being hereby
ratified and approved.
DATED: April 23, 1997
/s/ Arnold Reichman
- ---------------------------
Arnold Reichman
<PAGE>
THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Francis J.
McKay, hereby constitutes and appoints Edward J. Roach and Michael P. Malloy,
his true and lawful attorneys, to execute in his name, place, and stead, in his
capacity as Director or officer, or both, of the Company, the Registration
Statement and any amendments thereto and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission; and said attorneys shall have full power and authority to do and
perform in his name and on his behalf, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises, as fully and to
all intents and purposes as he might or could do in person, said acts of said
attorneys being hereby ratified and approved.
DATED: April 23, 1997
/s/ Francis J. McKay
- ---------------------------
Francis J. McKay
<PAGE>
THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Julian Brodsky,
hereby constitutes and appoints Edward J. Roach and Michael P. Malloy, his true
and lawful attorneys, to execute in his name, place, and stead, in his capacity
as Director or officer, or both, of the Company, the Registration Statement and
any amendments thereto and all instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission; and
said attorneys shall have full power and authority to do and perform in his name
and on his behalf, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as he might or could do in person, said acts of said attorneys being hereby
ratified and approved.
DATED: April 23, 1997
/s/ Julian Brodsky
- ---------------------------
Julian Brodsky
<PAGE>
THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Robert
Sablowsky, hereby constitutes and appoints Edward J. Roach and Michael P.
Malloy, his true and lawful attorneys, to execute in his name, place, and stead,
in his capacity as Director or officer, or both, of the Company, the
Registration Statement and any amendments thereto and all instruments necessary
or incidental in connection therewith, and to file the same with the Securities
and Exchange Commission; and said attorneys shall have full power and authority
to do and perform in his name and on his behalf, in any and all capacities,
every act whatsoever requisite or necessary to be done in the premises, as fully
and to all intents and purposes as he might or could do in person, said acts of
said attorneys being hereby ratified and approved.
DATED: April 23, 1997
/s/ Robert Sablowsky
- ---------------------------
Robert Sablowsky
<PAGE>
THE RBB FUND, INC.
EXHIBIT INDEX
-------------
Exhibits
--------
(5)(y) Investment Advisory Agreement ( n/i Numeric Investors Larger Cap
Value Fund) between Registrant and Numeric Investors, L.P. dated
December 1, 1997.
(5)(z) Investment Advisory Agreement (Boston Partners Bond Fund) between
Registrant and Boston Partners Asset Management, L.P. dated
December 1, 1997.
(6)(ll) Distribution Agreement Supplement (Class VV) between Registrant
and Counsellors Securities, Inc.
(6)(mm) Distribution Agreement Supplement (Class WW) between Registrant
and Counsellors Securities, Inc.
(6)(nn) Distribution Agreement Supplement (Class XX) between Registrant
and Counsellors Securities, Inc.
(8)(p) Custody Agreement between Registrant and Custodial Trust Company
on behalf of the n/i Numeric Investors Larger Cap Value Fund.
(8)(q) Custodial Agreement Supplement between Registrant and PNC Bank,
N.A. on behalf of the Boston Partners Bond Fund.
(9)(aaa) Transfer Agency Agreement Supplement between Registrant and PFPC
Inc. dated December 1, 1997 (n/i Numeric Investors Larger Cap
Value Fund).
(9)(bbb) Administration and Accounting Services Agreement between
Registrant and PFPC Inc. dated December 1, 1997 (n/i Numeric
Investors Larger Cap Value Fund).
(9)(ccc) Co-Administration Agreement between Registrant and Bear Stearns
Funds Management, Inc. dated December 1, 1997 (n/i Numeric
Investors Larger Cap Value Fund).
(9)(ddd) Administrative Services Agreement between Registrant and
Counsellors Fund Services, Inc. dated December 1, 1997 (n/i
Numeric Investors Larger Cap Value Fund).
(9)(eee) Transfer Agency Agreement Supplement between Registrant and PFPC
Inc. dated December 1, 1997 (Boston Partners Bond Fund,
Institutional Class).
(9)(fff) Transfer Agency Agreement Supplement between Registrant and PFPC
Inc. dated December 1, 1997 (Boston Partners Bond Fund, Investor
Class).
<PAGE>
<TABLE>
<C> <S>
(9)(ggg) Administration and Accounting Services Agreement between
Registrant and PFPC, Inc. dated December 1, 1997 (Boston Partners
Bond Fund).
(13)(m) Purchase Agreement between Registrant and Boston Partners Asset
Management L.P. relating to Classes VV and WW (Boston Partners
Bond Fund).
(13)(n) Purchase Agreement between Registrant and Numeric Investors, L.P.
relating to Class XX (n/i Numeric Investors Larger Cap Value
Fund).
(15)(ddd) Plan of Distribution (Boston Partners Bond Fund Institutional
Class).
(15)(eee) Plan of Distribution (Boston Partners Bond Fund Investor Class).
(11)(a) Consent of Drinker Biddle & Reath LLP.
(11)(b) Consent of Independent Accountants.
(16)(c) Schedule for Computation of Performance Quotations for the
n/i Numeric Investors Portfolios.
(17)(a) Financial Data Schedules with respect to the n/i Numeric
Investors Micro Cap Class.
(17)(b) Financial Data Schedules with respect to the n/i Numeric
Investors Growth Class.
(17)(c) Financial Data Schedules with respect to the n/i Numeric
Investors Growth and Value Class.
</TABLE>
<PAGE>
Exhibit (5)(y)
INVESTMENT ADVISORY AGREEMENT
-----------------------------
n/i Larger Cap Value Fund
AGREEMENT made as of December 1, 1997 between THE RBB FUND, INC., a
Maryland corporation (herein called the "Fund"), and Numeric Investors L.P.
(herein called the "Investment Adviser").
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940 (the "1940 Act") and currently
offers or proposes to offer shares representing interests in twenty-two separate
investment portfolios; and
WHEREAS, the Fund desires to retain the Investment Adviser to render
certain investment advisory services to the Fund with respect to the Fund's n/i
Larger Cap Value Fund (the "Portfolio"), and the Investment Adviser is willing
to so render such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, it is agreed between
the parties hereto as follows:
1. Appointment. The Fund hereby appoints the Investment Adviser to
-----------
act as investment adviser for the Portfolio for the period and on the terms set
forth in this Agreement. The Investment Adviser accepts such appointment and
agrees to render the services herein set forth, for the compensation herein
provided.
2. Delivery of Documents. The Fund has furnished the Investment
---------------------
Adviser with copies properly certified or authenticated of each of the
following:
(a) Resolutions of the Board of Directors of the Fund authorizing
the appointment of the Investment Adviser and the execution and delivery of this
Agreement;
(b) Each prospectus and statement of additional information
relating to any class of Shares representing interests in the Portfolio of the
Fund in effect under the 1933 Act (such prospectus and statement of additional
information, as presently in effect and as they shall from time to time be
amended and supplemented, are herein collectively called the "Prospectus" and
"Statement of Additional Information," respectively).
<PAGE>
The Fund will promptly furnish the Investment Adviser from time to
time with copies, properly certified or authenticated, of all amendments of or
supplements to the foregoing, if any.
In addition to the foregoing, the Fund will also provide the
Investment Adviser with copies of the Fund's Charter and By-laws, and any
registration statement or service contracts related to the Portfolio, and will
promptly furnish the Investment Adviser with any amendments of or supplements to
such documents.
3. Management of the Portfolio. Subject to the supervision of the
---------------------------
Board of Directors of the Fund, the Investment Adviser will provide for the
overall management of the Portfolio including (i) the provision of a continuous
investment program for the Portfolio, including investment research and
management with respect to all securities, investments, cash and cash
equivalents in the Portfolio, (ii) the determination from time to time of what
securities and other investments will be purchased, retained, or sold by the
Fund for the Portfolio, and (iii) the placement from time to time of orders for
all purchases and sales made for the Portfolio. The Investment Adviser will
provide the services rendered by it hereunder in accordance with the Portfolio's
investment objectives, restrictions and policies as stated in the applicable
Prospectus and the Statement of Additional Information, provided that the
Investment Adviser has actual or constructive notice or knowledge of any changes
by the Board of Directors to such investment objectives, restrictions or
policies. The Investment Adviser further agrees that it will render to the
Fund's Board of Directors such periodic and special reports regarding the
performance of its duties under this Agreement as the Board may reasonably
request. The Investment Adviser agrees to provide to the Fund (or its agents
and service providers) prompt and accurate data with respect to the Portfolio's
transactions and, where not otherwise available, the daily valuation of
securities in the Portfolio.
4. Brokerage. The Investment Adviser shall have full discretion to
---------
select brokers or dealers to effect the purchase and sale of securities. When
the Investment Adviser places orders for the purchase or sale of securities for
the Portfolio, in selecting brokers or dealers to execute such orders, the
Investment Adviser is expressly authorized to consider the fact that a broker or
dealer has furnished statistical, research or other information or services for
the benefit of the Portfolio directly or indirectly. Without limiting the
generality of the foregoing, the Investment Adviser is authorized to cause the
Portfolio to pay brokerage commissions which may be in excess of the lowest
rates available to brokers who execute transactions for the Portfolio or who
otherwise provide brokerage and research services utilized by the Investment
Adviser, provided that the
-2-
<PAGE>
Investment Adviser determines in good faith that the amount of each such
commission paid to a broker is reasonable in relation to the value of the
brokerage and research services provided by such broker viewed in terms of
either the particular transaction to which the commission relates or the
Investment Adviser's overall responsibilities with respect to accounts as to
which the Investment Adviser exercises investment discretion. The Investment
Adviser may aggregate securities orders so long as the Investment Adviser
adheres to a policy of allocating investment opportunities to the Portfolio over
a period of time on a fair and equitable basis relative to other clients. In no
instance will the Portfolio's securities be purchased from or sold to the Fund's
principal underwriter, the Investment Adviser, or any affiliated person thereof,
except to the extent permitted by SEC exemptive order or by applicable law.
The Investment Adviser shall report to the Board of Directors of the
Fund at least quarterly with respect to brokerage transactions that were entered
into by the Investment Adviser, pursuant to the foregoing paragraph, and shall
certify to the Board that the commissions paid were reasonable in terms either
of that transaction or the overall responsibilities of the Adviser to the Fund
and the Investment Adviser's other clients, that the total commissions paid by
the Fund were reasonable in relation to the benefits to the Fund over the long
term, and that such commissions were paid in compliance with Section 28(e) of
the Securities Exchange Act of 1934.
5. Conformity with Law; Confidentiality. The Investment Adviser
------------------------------------
further agrees that it will comply with all applicable rules and regulations of
all federal regulatory agencies having jurisdiction over the Investment Adviser
in the performance of its duties hereunder. The Investment Adviser will treat
confidentially and as proprietary information of the Fund all records and other
information relating to the Fund and prior, present or potential shareholders
(except clients of the Investment Adviser and its affiliates), and will not use
such records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to and
approval in writing by the Fund, which approval shall not be unreasonably
withheld and may not be withheld where the Investment Adviser may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Fund.
6. Services Not Exclusive. The Investment Adviser and its officers
----------------------
may act and continue to act as investment managers for others, and nothing in
this Agreement shall in any way be deemed to restrict the right of the
Investment Adviser to perform investment management or other services for any
other person or entity, and the performance of such services for others
-3-
<PAGE>
shall not be deemed to violate or give rise to any duty or obligation to the
Portfolio or the Fund.
Nothing in this Agreement shall limit or restrict the Investment
Adviser or any of its partners, officers, affiliates or employees from buying,
selling or trading in any securities for its or their own account. The Fund
acknowledges that the Investment Adviser and its partners, officers, affiliates,
employees and other clients may, at any time, have, acquire, increase, decrease,
or dispose of positions in investments which are at the same time being acquired
or disposed of for the Portfolio. The Investment Adviser shall have no
obligation to acquire for the Portfolio a position in any investment which the
Investment Adviser, its partners, officers, affiliates or employees may acquire
for its or their own accounts or for the account of another client, so long as
it continues to be the policy and practice of the Investment Adviser not to
favor or disfavor consistently or consciously any client or class of clients in
the allocation of investment opportunities so that, to the extent practical,
such opportunities will be allocated among clients over a period of time on a
fair and equitable basis.
The Investment Adviser agrees that this Paragraph 6 does not
constitute a waiver by the Fund of the obligations imposed upon the Investment
Adviser to comply with Sections 17(d) and 17(j) of the 1940 Act, and the rules
thereunder, nor constitute a waiver by the Fund of the obligations imposed upon
the Investment Adviser under Section 206 of the Investment Advisers Act of 1940
and the rules thereunder. Further, the Investment Adviser agrees that this
Paragraph 6 does not constitute a waiver by the Fund of the fiduciary obligation
of the Investment Adviser arising under federal or state law, including Section
36 of the 1940 Act. The Investment Adviser agrees that this Paragraph 6 shall
be interpreted consistent with the provisions of Section 17(i) of the 1940 Act.
7. Books and Records. In compliance with the requirements of Rule
-----------------
31a-3 under the 1940 Act, the Investment Adviser hereby agrees that all records
which it maintains for the Portfolio are the property of the Fund and further
agrees to surrender promptly to the Fund any of such records upon the Fund's
request. The Investment Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
8. Expenses. During the term of this Agreement, the Investment
--------
Adviser will pay all expenses incurred by it in connection with its activities
under this Agreement. The Portfolio shall bear all of its own expenses not
specifically assumed by the Investment Adviser. General expenses of the Fund
not readily identifiable as belonging to a portfolio of the Fund
-4-
<PAGE>
shall be allocated among all investment portfolios by or under the direction of
the Fund's Board of Directors in such manner as the Board determines to be fair
and equitable. Expenses borne by the Portfolio shall include, but are not
limited to, the following (or the portfolio's share of the following): (a) the
cost (including brokerage commissions) of securities purchased or sold by the
Portfolio and any losses incurred in connection therewith; (b) fees payable to
and expenses incurred on behalf of the Portfolio by the Investment Adviser; (c)
certain of the filing fees and expenses relating to the registration and
qualification of the Fund and the Portfolio's shares under Federal and/or state
securities laws and maintaining such registrations and qualifications; (d) fees
and salaries payable to the Fund's directors and officers; (e) taxes (including
nay income or franchise taxes) and governmental fees; (f) costs of any liability
and other insurance or fidelity bonds; (g) any costs, expenses or losses arising
out a liability of or claim for damages or other relief asserted against the
Fund or the Portfolio for violation of any law; (h) legal, accounting and
auditing expenses, including legal fees of special counsel for the independent
directors; (i) charges of custodians and other agents; (j) expenses of setting
in type and printing prospectuses, statements of additional information and
supplements thereto for existing shareholders, reports, statements, and
confirmations to shareholders and proxy material that are not attributable to a
class; (k) costs of mailing prospectuses, statements of additional information
and supplements thereto to existing shareholders, as well as reports to
shareholders and proxy material that are not attributable to a class; (1) any
extraordinary expenses; (m) fees, voluntary assessments and other expenses
incurred in connection with membership in investment company organizations; (n)
costs of mailing and tabulating proxies and costs of shareholders, and
directors' meetings; (o) costs of independent pricing services to value a
portfolio's securities; and (p) the costs of investment company literature and
other publications provided by the Fund to its directors and officers.
Distribution expenses, transfer agency expenses, expenses of preparation,
printing and mailing, prospectuses, statements of additional information, proxy
statements and reports to shareholders, and organizational expenses and
registration fees, identified as belonging to a particular class of the Fund are
allocated to such class.
If the expenses borne by the Portfolio in any fiscal year exceed the
most restrictive applicable expense limitations imposed by the securities
regulations of any state in which the Shares of the Portfolio are registered or
qualified for sale to the public, the Investment Adviser shall reimburse the
Portfolio for any excess up to the amount of the fees payable by the Portfolio
to it during such fiscal year pursuant to Paragraph 9 hereof in the same
proportion that its fees bear to the total fees paid by the Fund for investment
advisory services in respect
-5-
<PAGE>
of the Portfolio; provided, however, that notwithstanding the foregoing, the
-------- -------
Investment Adviser shall reimburse the Portfolio for such excess expenses
regardless of the amount of such fees payable to it during such fiscal year to
the extent that the securities regulations of any state in which the Shares are
registered or qualified for sale so require.
9. Voting. The Investment Adviser shall have the authority to vote
------
as agent for the Fund, either in person or by proxy, tender and take all actions
incident to the ownership of all securities in which Portfolio's assets may be
invested from time to time, subject to such policies and procedures as the Board
of Directors of the Fund may adopt from time to time.
10. Reservation of Name. The Investment Adviser shall at all times
-------------------
have all rights in and to the Portfolio's name and all investment models used by
or on behalf of the Portfolio. The Investment Adviser may use the Portfolio's
name or any portion thereof in connection with any other mutual fund or business
activity without the consent of any shareholder and the Fund shall execute and
deliver any and all documents required to indicate the consent of the Fund to
such use.
No public reference to, or description of, the Investment Adviser or
its methodology or work shall be made by the Fund, whether in the Prospectus,
Statement of Additional Information or otherwise, without the prior written
consent of the Investment Adviser, which consent shall not be unreasonably
withheld. In each case, the Fund shall provide the Investment Adviser a
reasonable opportunity to review any such reference or description before being
asked for such consent.
11. Discontinuation of Public Offering. Subject to the prior
----------------------------------
approval of the Fund's Board of Directors, the Investment Adviser may instruct
the Fund's distributor to cease sales of shares of the Portfolio to new
investors due to concerns that an increase in the size of the Portfolio may
adversely effect the implementation of the Portfolio's investment strategy.
Subject to prior Board approval, the Investment Adviser may subsequently
instruct the Fund's distributor to recommence the sale of shares of the
Portfolio.
12. Compensation.
------------
(a) For the services provided and the expenses assumed pursuant
to this Agreement with respect to the Portfolio, the Fund will pay the
Investment Adviser from the assets of the Portfolio and the Investment Adviser
will accept as full compensation therefor a fee, computed daily and payable
monthly, at the annual rate of .75% of the Portfolio's average daily net assets.
-6-
<PAGE>
(b) The fee attributable to the Portfolio shall be satisfied only
against assets of the Portfolio and not against the assets of any other
investment portfolio of the Fund.
13. Limitation of Liability of the Investment Adviser. The
-------------------------------------------------
Investment Adviser shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the matters to which
this Agreement relates, except a loss resulting from a breach of fiduciary duty
with respect to the receipt of compensation for services or a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of the
Investment Adviser in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement ("disabling conduct").
The Portfolio will indemnify the Investment Adviser against and hold it harmless
from any and all losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from any claim, demand, action
or suit not resulting from disabling conduct by the Investment Adviser.
Indemnification shall be made only following: (i) a final decision on the merits
by a court or other body before whom the proceeding was brought that the
Investment Adviser was not liable by reason of disabling conduct or (ii) in the
absence of such a decision, a reasonable determination, based upon a review of
the facts, that the Investment Adviser was not liable by reason of disabling
conduct by (a) the vote of a majority of a quorum of directors of the Portfolio
who are neither "interested persons" of the Portfolio nor parties to the
proceeding ("disinterested non-party directors") or (b) an independent legal
counsel in a written opinion. The Investment Adviser shall be entitled to
advances from the Portfolio for payment of the reasonable expenses incurred by
it in connection with the matter as to which it is seeking indemnification in
the manner and to the fullest extent permissible under the Maryland General
Corporation Law. The Investment Adviser shall provide to the Portfolio a
written affirmation of its good faith belief that the standard of conduct
necessary for indemnification by the Portfolio has been met and a written
undertaking to repay any such advance if it should ultimately be determined that
the standard of conduct has not been met. In addition, at least one of the
following additional conditions shall be met: (a) the Investment Adviser shall
provide a security in form and amount acceptable to the Portfolio for its
undertaking; (b) the Portfolio is insured against losses arising by reason of
the advance; or (c) a majority of a quorum of disinterested non-party directors,
or independent legal counsel, in a written opinion, shall have determined, based
upon a review of facts readily available to the Portfolio at the time the
advance is proposed to be made, that there is reason to believe that the
Investment Adviser will ultimately be found to be entitled to indemnification.
Any amounts payable by the Portfolio under this Section shall be satisfied only
against the
-7-
<PAGE>
assets of the Portfolio and not against the assets of any other investment
portfolio of the Fund.
14. Duration and Termination. This Agreement shall become effective
------------------------
with respect to the Portfolio upon approval of this Agreement by vote of a
majority of the outstanding voting securities of the Portfolio and unless sooner
terminated as provided herein, shall continue with respect to the Portfolio
until August 16, 1998. Thereafter, if not terminated, this Agreement shall
continue with respect to the Portfolio for successive annual periods ending on
August 16, provided such continuance is specifically approved at least annually
--------
(a) by the vote of a majority of those members of the Board of Directors of the
Fund who are not parties to this Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Board of Directors of the Fund or by vote of a majority
of the outstanding voting securities of the Portfolio; provided, however, that
-------- -------
this Agreement may be terminated with respect to the Portfolio by the Fund at
any time, without the payment of any penalty, by the Board of Directors of the
Fund or by vote of a majority of the outstanding voting securities of the
Portfolio, on 60 days' prior written notice to the Investment Adviser, or by the
Investment Adviser at any time, without payment of any penalty, on 60 days,
prior written notice to the Fund. This Agreement will immediately terminate in
the event of its assignment. (As used in this Agreement, the terms "majority of
the outstanding voting securities," "interested person" and "assignment" shall
have the same meaning as such terms have in the 1940 Act).
15. Amendment of this Agreement. No provision of this Agreement may
---------------------------
be changed, discharged or terminated orally, except by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought, and no amendment of this Agreement affecting the
Portfolio shall be effective until approved by vote of the holders of a majority
of the outstanding voting securities of the Portfolio.
16. Miscellaneous. The captions in this Agreement are included for
-------------
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by Delaware law.
17. Change in Membership. The Investment Adviser shall notify the
--------------------
Fund of any change in its membership within a reasonable time after such change.
-8-
<PAGE>
18. Counterparts. This agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
19. Governing Law. This Agreement shall be governed by and construed
-------------
and enforced in accordance with the laws of the state of Delaware without giving
effect to the conflicts of laws principles thereof.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
THE RBB FUND, INC.
By:/s/ Edward J. Roach
------------------------
President and Treasurer
NUMERIC INVESTORS L.P.
By:/s/ John C. Bogle Jr.
------------------------
Managing Director
-9-
<PAGE>
Exhibit (5)(z)
INVESTMENT ADVISORY AGREEMENT
-----------------------------
Boston Partners Bond Fund
AGREEMENT made as of December 1, 1997 between THE RBB FUND, INC., a
Maryland corporation (herein called the "Fund"), and Boston Partners Asset
Management, L.P. (herein called the "Investment Advisor").
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940 (the "1940 Act") and currently
offers or proposes to offer shares representing interests in separate investment
portfolios; and
WHEREAS, the Fund desires to retain the Investment Advisor to render
certain investment advisory services to the Fund with respect to the Fund's
Boston Partners Bond Fund (the "Portfolio"), and the Investment Advisor is
willing to so render such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, it is agreed between
the parties hereto as follows:
1. Appointment. The Fund hereby appoints the Investment Advisor to
-----------
act as investment advisor for the Portfolio for the period and on the terms set
forth in this Agreement. The Investment Advisor accepts such appointment and
agrees to render the services herein set forth, for the compensation herein
provided.
2. Delivery of Documents. The Fund has furnished the Investment
---------------------
Advisor with copies properly certified or authenticated of each of the
following:
(a) Resolutions of the Board of Directors of the Fund authorizing
the appointment of the Investment Advisor and the execution and delivery of this
Agreement;
(b) Each prospectus and statement of additional information
relating to any class of Shares representing interests in the Portfolio of the
Fund in effect under the 1933 Act (such prospectus and statement of additional
information, as presently in effect and as they shall from time to time be
amended and supplemented, are herein collectively called the "Prospectus" and
"Statement of Additional Information," respectively).
<PAGE>
The Fund will promptly furnish the Investment Advisor from time to
time with copies, properly certified or authenticated, of all amendments of or
supplements to the foregoing, if any.
In addition to the foregoing, the Fund will also provide the
Investment Advisor with copies of the Fund's Charter and By-laws, and any
registration statement or service contracts related to the Portfolio, and will
promptly furnish the Investment Advisor with any amendments of or supplements to
such documents.
3. Management of the Portfolio. Subject to the supervision of the
---------------------------
Board of Directors of the Fund, the Investment Advisor will provide for the
overall management of the Portfolio including (i) the provision of a continuous
investment program for the Portfolio, including investment research and
management with respect to all securities, investments, cash and cash
equivalents in the Portfolio, (ii) the determination from time to time of what
securities and other investments will be purchased, retained, or sold by the
Fund for the Portfolio, and (iii) the placement from time to time of orders for
all purchases and sales made for the Portfolio. The Investment Advisor will
provide the services rendered by it hereunder in accordance with the Portfolio's
investment objectives, restrictions and policies as stated in the applicable
Prospectus and the Statement of Additional Information, provided that the
Investment Adviser has actual notice or knowledge of any changes by the Board of
Directors to such investment objectives, restrictions or policies. The
Investment Advisor further agrees that it will render to the Fund's Board of
Directors such periodic and special reports regarding the performance of its
duties under this Agreement as the Board may reasonably request. The Investment
Advisor agrees to provide to the Fund (or its agents and service providers)
prompt and accurate data with respect to the Portfolio's transactions and, where
not otherwise available, the daily valuation of securities in the Portfolio.
4. Brokerage. Subject to the Investment Advisor's obligation to
---------
obtain best price and execution, the Investment Advisor shall have full
discretion to select brokers or dealers to effect the purchase and sale of
securities. When the Investment Advisor places orders for the purchase or sale
of securities for the Portfolio, in selecting brokers or dealers to execute such
orders, the Investment Advisor is expressly authorized to consider the fact that
a broker or dealer has furnished statistical, research or other information or
services for the benefit of the Portfolio directly or indirectly. Without
limiting the generality of the foregoing, the Investment Advisor is authorized
to cause the Portfolio to pay brokerage commissions which may be in excess of
the lowest rates available to brokers who execute transactions for the Portfolio
or who otherwise
-2-
<PAGE>
provide brokerage and research services utilized by the Investment Advisor,
provided that the Investment Advisor determines in good faith that the amount of
each such commission paid to a broker is reasonable in relation to the value of
the brokerage and research services provided by such broker viewed in terms of
either the particular transaction to which the commission relates or the
Investment Advisor's overall responsibilities with respect to accounts as to
which the Investment Advisor exercises investment discretion. The Investment
Advisor may aggregate securities orders so long as the Investment Advisor
adheres to a policy of allocating investment opportunities to the Portfolio over
a period of time on a fair and equitable basis relative to other clients. In no
instance will the Portfolio's securities be purchased from or sold to the Fund's
principal underwriter, the Investment Advisor, or any affiliated person thereof,
except to the extent permitted by SEC exemptive order or by applicable law.
The Investment Advisor shall report to the Board of Directors of the
Fund at least quarterly with respect to brokerage transactions that were entered
into by the Investment Advisor, pursuant to the foregoing paragraph, and shall
certify to the Board that the commissions paid were reasonable in terms either
of that transaction or the overall responsibilities of the Advisor to the Fund
and the Investment Advisor's other clients, that the total commissions paid by
the Fund were reasonable in relation to the benefits to the Fund over the long
term, and that such commissions were paid in compliance with Section 28(e) of
the Securities Exchange Act of 1934.
5. Conformity with Law; Confidentiality. The Investment Advisor
------------------------------------
further agrees that it will comply with all applicable rules and regulations of
all federal regulatory agencies having jurisdiction over the Investment Advisor
in the performance of its duties hereunder. The Investment Advisor will treat
confidentially and as proprietary information of the Fund all records and other
information relating to the Fund and will not use such records and information
for any purpose other than performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing by the
Fund, which approval shall not be unreasonably withheld and may not be withheld
where the Investment Advisor may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Fund.
6. Services Not Exclusive. The Investment Advisor and its officers
----------------------
may act and continue to act as investment managers for others, and nothing in
this Agreement shall in any way be deemed to restrict the right of the
Investment Advisor to perform investment management or other services for any
other person or entity, and the performance of such services for others
-3-
<PAGE>
shall not be deemed to violate or give rise to any duty or obligation to the
Portfolio or the Fund.
Nothing in this Agreement shall limit or restrict the Investment
Advisor or any of its partners, officers, affiliates or employees from buying,
selling or trading in any securities for its or their own account. The Fund
acknowledges that the Investment Advisor and its partners, officers, affiliates,
employees and other clients may, at any time, have, acquire, increase, decrease,
or dispose of positions in investments which are at the same time being acquired
or disposed of for the Portfolio. The Investment Advisor shall have no
obligation to acquire for the Portfolio a position in any investment which the
Investment Advisor, its partners, officers, affiliates or employees may acquire
for its or their own accounts or for the account of another client, so long as
it continues to be the policy and practice of the Investment Advisor not to
favor or disfavor consistently or consciously any client or class of clients in
the allocation of investment opportunities so that, to the extent practical,
such opportunities will be allocated among clients over a period of time on a
fair and equitable basis.
The Investment Advisor agrees that this Paragraph 6 does not
constitute a waiver by the Fund of the obligations imposed upon the Investment
Advisor to comply with Sections 17(d) and 17(j) of the 1940 Act, and the rules
thereunder, nor constitute a waiver by the Fund of the obligations imposed upon
the Investment Advisor under Section 206 of the Investment Advisers Act of 1940
and the rules thereunder. Further, the Investment Advisor agrees that this
Paragraph 6 does not constitute a waiver by the Fund of the fiduciary obligation
of the Investment Advisor arising under federal or state law, including Section
36 of the 1940 Act. The Investment Advisor agrees that this Paragraph 6 shall
be interpreted consistent with the provisions of Section 17(i) of the 1940 Act.
7. Books and Records. In compliance with the requirements of Rule
-----------------
31a-3 under the 1940 Act, the Investment Advisor hereby agrees that all records
which it maintains for the Portfolio are the property of the Fund and further
agrees to surrender promptly to the Fund any of such records upon the Fund's
request. The Investment Advisor further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
8. Expenses. During the term of this Agreement, the Investment
--------
Advisor will pay all expenses incurred by it in connection with its activities
under this Agreement. The Portfolio shall bear all of its own expenses not
specifically assumed by the Investment Advisor. General expenses of the Fund
not readily identifiable as belonging to a portfolio of the Fund
-4-
<PAGE>
shall be allocated among all investment portfolios by or under the direction of
the Fund's Board of Directors in such manner as the Board determines to be fair
and equitable. Expenses borne by the Portfolio shall include, but are not
limited to, the following (or the portfolio's share of the following): (a) the
cost (including brokerage commissions) of securities purchased or sold by the
Portfolio and any losses incurred in connection therewith; (b) fees payable to
and expenses incurred on behalf of the Portfolio by the Investment Advisor; (c)
filing fees and expenses relating to the registration and qualification of the
Fund and the Portfolio's shares under federal and/or state securities laws and
maintaining such registrations and qualifications; (d) fees and salaries payable
to the Fund's directors and officers; (e) taxes (including any income or
franchise taxes) and governmental fees; (f) costs of any liability and other
insurance or fidelity bonds; (g) any costs, expenses or losses arising out a
liability of or claim for damages or other relief asserted against the Fund or
the Portfolio for violation of any law; (h) legal, accounting and auditing
expenses, including legal fees of special counsel for the independent directors;
(i) charges of custodians and other agents; (j) expenses of setting in type and
printing prospectuses, statements of additional information and supplements
thereto for existing shareholders, reports, statements, and confirmations to
shareholders and proxy material that are not attributable to a class; (k) costs
of mailing prospectuses, statements of additional information and supplements
thereto to existing shareholders, as well as reports to shareholders and proxy
material that are not attributable to a class; (1) any extraordinary expenses;
(m) fees, voluntary assessments and other expenses incurred in connection with
membership in investment company organizations; (n) costs of mailing and
tabulating proxies and costs of shareholders' and directors' meetings; (o) costs
of independent pricing services to value a portfolio's securities; and (p) the
costs of investment company literature and other publications provided by the
Fund to its directors and officers. Distribution expenses, transfer agency
expenses, expenses of preparation, printing and mailing, prospectuses,
statements of additional information, proxy statements and reports to
shareholders, and organizational expenses and registration fees, identified as
belonging to a particular class of the Fund are allocated to such class.
If the expenses borne by the Portfolio in any fiscal year exceed the
most restrictive applicable expense limitations imposed by the securities
regulations of any state in which the Shares of the Portfolio are registered or
qualified for sale to the public, the Investment Advisor shall reimburse the
Portfolio for any excess up to the amount of the fees payable by the Portfolio
to it during such fiscal year pursuant to Paragraph 9 hereof in the same
proportion that its fees bear to the total fees paid by the Fund for investment
advisory services in respect
-5-
<PAGE>
of the Portfolio; provided, however, that notwithstanding the foregoing, the
-------- -------
Investment Advisor shall reimburse the Portfolio for such excess expenses
regardless of the amount of such fees payable to it during such fiscal year to
the extent that the securities regulations of any state in which the Shares are
registered or qualified for sale so require.
9. Voting. The Investment Advisor shall have the authority to vote
------
as agent for the Fund, either in person or by proxy, tender and take all actions
incident to the ownership of all securities in which Portfolio's assets may be
invested from time to time, subject to such policies and procedures as the Board
of Directors of the Fund may adopt from time to time.
10. Reservation of Name. The Investment Advisor shall at all times
-------------------
have all rights in and to the Portfolio's name and all investment models used by
or on behalf of the Portfolio. The Investment Advisor may use the Portfolio's
name or any portion thereof in connection with any other mutual fund or business
activity without the consent of any shareholder and the Fund shall execute and
deliver any and all documents required to indicate the consent of the Fund to
such use.
11. Compensation.
------------
(a) For the services provided and the expenses assumed pursuant
to this Agreement with respect to the Portfolio, the Fund will pay the
Investment Advisor from the assets of the Portfolio and the Investment Advisor
will accept as full compensation therefor a fee, computed daily and payable
monthly, at the annual rate of .40% of the Portfolio's average daily net assets.
(b) The fee attributable to the Portfolio shall be satisfied only
against assets of the Portfolio and not against the assets of any other
investment portfolio of the Fund.
12. Limitation of Liability of the Investment Advisor. The
-------------------------------------------------
Investment Advisor shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the matters to which
this Agreement relates, except a loss resulting from a breach of fiduciary duty
with respect to the receipt of compensation for services or a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of the
Investment Advisor in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement ("disabling conduct").
The Portfolio will indemnify the Investment Advisor against and hold it harmless
from any and all losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from any claim, demand, action
or suit not resulting from disabling conduct by the Investment Advisor.
-6-
<PAGE>
Indemnification shall be made only following: (i) a final decision on the
merits by a court or other body before whom the proceeding was brought that the
Investment Advisor was not liable by reason of disabling conduct or (ii) in the
absence of such a decision, a reasonable determination, based upon a review of
the facts, that the Investment Advisor was not liable by reason of disabling
conduct by (a) the vote of a majority of a quorum of directors of the Portfolio
who are neither "interested persons" of the Portfolio nor parties to the
proceeding ("disinterested non-party directors") or (b) an independent legal
counsel in a written opinion. The Investment Advisor shall be entitled to
advances from the Portfolio for payment of the reasonable expenses incurred by
it in connection with the matter as to which it is seeking indemnification in
the manner and to the fullest extent permissible under the Maryland General
Corporation Law. The Investment Advisor shall provide to the Portfolio a
written affirmation of its good faith belief that the standard of conduct
necessary for indemnification by the Portfolio has been met and a written
undertaking to repay any such advance if it should ultimately be determined that
the standard of conduct has not been met. In addition, at least one of the
following additional conditions shall be met: (a) the Investment Advisor shall
provide a security in form and amount acceptable to the Portfolio for its
undertaking; (b) the Portfolio is insured against losses arising by reason of
the advance; or (c) a majority of a quorum of disinterested non-party directors,
or independent legal counsel, in a written opinion, shall have determined, based
upon a review of facts readily available to the Portfolio at the time the
advance is proposed to be made, that there is reason to believe that the
Investment Advisor will ultimately be found to be entitled to indemnification.
Any amounts payable by the Portfolio under this Section shall be satisfied only
against the assets of the Portfolio and not against the assets of any other
investment portfolio of the Fund.
The limitations on liability and indemnification provisions of this
paragraph 12 shall not be applicable to any losses, claims, damages, liabilities
or expenses arising from the Investment Advisor's rights to the Portfolio's
name. The Investment Advisor shall indemnify and hold harmless the Fund and the
Portfolio for any claims arising from the use of the term "Boston Partners" in
the name of the Portfolio.
13. Duration and Termination. This Agreement shall become effective
------------------------
with respect to the Portfolio upon approval of this Agreement by vote of a
majority of the outstanding voting securities of the Portfolio and, unless
sooner terminated as provided herein, shall continue with respect to the
Portfolio until August 16, 1998. Thereafter, if not terminated, this Agreement
shall continue with respect to the Portfolio for successive annual periods
ending on August 16 provided such continuance is specifically approved at least
--------
annually (a) by the
-7-
<PAGE>
vote of a majority of those members of the Board of Directors of the Fund who
are not parties to this Agreement or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such approval, and
(b) by the Board of Directors of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio; provided, however, that this
-------- -------
Agreement may be terminated with respect to the Portfolio by the Fund at any
time, without the payment of any penalty, by the Board of Directors of the Fund
or by vote of a majority of the outstanding voting securities of the Portfolio,
on 60 days' prior written notice to the Investment Advisor, or by the Investment
Advisor at any time, without payment of any penalty, on 60 days' prior written
notice to the Fund. This Agreement will immediately terminate in the event of
its assignment. (As used in this Agreement, the terms "majority of the
outstanding voting securities," "interested person" and "assignment" shall have
the same meaning as such terms have in the 1940 Act).
14. Amendment of this Agreement. No provision of this Agreement may
---------------------------
be changed, discharged or terminated orally, except by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought, and no amendment of this Agreement affecting the
Portfolio shall be effective until approved by vote of the holders of a majority
of the outstanding voting securities of the Portfolio.
15. Miscellaneous. The captions in this Agreement are included for
-------------
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by Delaware law.
16. Change in Membership. The Investment Advisor shall notify the
--------------------
Fund of any change in its membership within a reasonable time after such change.
17. Governing Law. This Agreement shall be governed by and construed
-------------
and enforced in accordance with the laws of the State of Delaware without giving
effect to the conflicts of laws principles thereof.
-8-
<PAGE>
18. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
THE RBB FUND, INC.
By:/s/ Edward J. Roach
----------------------------------
Edward J. Roach
President and Treasurer
BOSTON PARTNERS ASSET
MANAGEMENT, L.P., by BOSTON
PARTNERS, INC., its General
Partner
By:/s/ William J.Kelly
----------------------------------
William J. Kelly,
Treasurer
-9-
<PAGE>
Exhibit (6)(ll)
DISTRIBUTION AGREEMENT SUPPLEMENT
(n/i Numeric Investors Family of Funds - Class XX)
This supplemental agreement is entered into this 1st day of December, 1997,
by and between THE RBB FUND, INC. (the "Fund") and COUNSELLORS SECURITIES INC.
(the "Distributor").
The Fund is a corporation organized under the laws of the State of Maryland
and is an open-end management investment company. The Fund and the Distributor
have entered into a Distribution Agreement, dated as of April 10, 1991 (as from
time to time amended and supplemented, the "Distribution Agreement"), pursuant
to which the Distributor has undertaken to act as distributor for the Fund, as
more fully set forth therein. Certain capitalized terms used without
definition in this Distribution Agreement Supplement have the meaning specified
in the Distribution Agreement.
The Fund agrees with the Distributor as follows:
1. Adoption of Distribution Agreement. The Distribution Agreement is
----------------------------------
hereby adopted for the n/i Numeric Investors Larger Cap Value Fund Class of
Common Stock (Class XX) of the Fund. This class shall constitute a "Class" as
referred to in the Distribution Agreement and its shares shall be "Class Shares"
as referred to therein.
2. Payment of Fees. For all services to be rendered, facilities furnished
---------------
and expenses paid or assumed by the Distributor as provided in the Distribution
Agreement and herein, the Fund shall pay the Distributor no compensation.
3. Counterparts. This agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. COUNSELLORS SECURITIES INC.
By:/s/ Edward J. Roach By:/s/ Eugene Grace
----------------------- ----------------------------
President and Treasurer
<PAGE>
Exhibit (6)(mm)
DISTRIBUTION AGREEMENT SUPPLEMENT
(Boston Partners Bond Fund)
(Institutional Class)
This supplemental agreement is entered into this 1st day of December, 1997,
by and between THE RBB FUND, INC. (the "Fund") and COUNSELLORS SECURITIES, INC.
(the "Distributor").
The Fund is a corporation organized under the laws of the State of Maryland
and is an open-end management investment company. The Fund and the Distributor
have entered into a Distribution Agreement, dated as of April 10, 1991 (as from
time to time amended and supplemented, the "Distribution Agreement"), pursuant
to which the Distributor has undertaken to act as distributor for the Fund, as
more fully set forth therein. Certain capitalized terms used without definition
in this Distribution Agreement Supplement have the meaning specified in the
Distribution Agreement.
The Fund agrees with the Distributor as follows:
1. Adoption of Distribution Agreement. The Distribution Agreement is
----------------------------------
hereby adopted for the Boston Partners Bond Fund Institutional Class of Common
Stock (Class VV) of the Fund.
2. Payment of Fees. For all services to be rendered, facilities furnished
---------------
and expenses paid or assumed by the Distributor as provided in the Distribution
Agreement and herein, the Fund shall pay the Distributor a monthly 12b-1 fee on
the first business day of each month, based upon the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Class during the
preceding month, at an annual rate of 0.15%.
3. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. COUNSELLORS SECURITIES, INC.
By: /s/Edward J. Roach By: /s/ Eugene Grace
----------------------- -----------------------------
Name: Edward J. Roach Name:Eugene Grace
Title: President and Treasurer Title:
<PAGE>
Exhibit (6)(nn)
DISTRIBUTION AGREEMENT SUPPLEMENT
(Boston Partners Bond Fund)
(Investor Class)
This supplemental agreement is entered into this 1st day of December, 1997,
by and between THE RBB FUND, INC. (the "Fund") and COUNSELLORS SECURITIES, INC.
(the "Distributor").
The Fund is a corporation organized under the laws of the State of Maryland
and is an open-end management investment company. The Fund and the Distributor
have entered into a Distribution Agreement, dated as of April 10, 1991 (as from
time to time amended and supplemented, the "Distribution Agreement"), pursuant
to which the Distributor has undertaken to act as distributor for the Fund, as
more fully set forth therein. Certain capitalized terms used without definition
in this Distribution Agreement Supplement have the meaning specified in the
Distribution Agreement.
The Fund agrees with the Distributor as follows:
1. Adoption of Distribution Agreement. The Distribution Agreement is
----------------------------------
hereby adopted for the Boston Partners Bond Fund Investor Class of Common Stock
(Class WW) of the Fund.
2. Payment of Fees. For all services to be rendered, facilities furnished
---------------
and expenses paid or assumed by the Distributor as provided in the Distribution
Agreement and herein, the Fund shall pay the Distributor a monthly 12b-1 fee on
the first business day of each month, based upon the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the net assets of the Class during the
preceding month, at an annual rate of 0.25%.
3. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. COUNSELLORS SECURITIES, INC.
By: /s/Edward J. Roach By: /s/ Eugene Grace
--------------------- ---------------------------------
Name: Edward J. Roach Name: Eugene Grace
Title: President and Treasurer Title:
<PAGE>
Exhibit (8)(p)
FORM
CUSTODY AGREEMENT
AGREEMENT, dated as of December ___, 1997 by and between THE RBB FUND, INC.
(the "Company"), a corporation organized and existing under the laws of the
State of Maryland, acting with respect to and on behalf of the N/I LARGER CAP
VALUE FUND (the "Fund"), and CUSTODIAL TRUST COMPANY, a bank organized and
existing under the laws of the State of New Jersey (the "Custodian").
WHEREAS, the Company on behalf of the Fund desires that the Fund's
securities, cash and other assets be held and administered by Custodian pursuant
to this Agreement;
WHEREAS, the Fund is an investment portfolio represented by a series of
Shares constituting part of the capital stock of the Company, an open-end
management investment company registered under the 1940 Act (as hereinafter
defined);
WHEREAS, Custodian represents that it is a bank having the qualifications
prescribed in Section 26(a)(i) of the 1940 Act;
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Company on behalf of the Fund and Custodian hereby agree as follows:
ARTICLE I
DEFINITIONS
-----------
Whenever used in this Agreement, the following terms, unless the context
otherwise requires, shall mean:
<PAGE>
1.1 "AUTHORIZED PERSON" means any Officer or other person duly authorized
-----------------
by resolution of the Board of Directors to give Oral Instructions and Written
Instructions on behalf of the Fund and identified, by name or by office, in
Exhibit A hereto or any person duly designated to do so by an investment adviser
of the Fund specified by the Fund in Exhibit B hereto.
1.2 "BOARD OF DIRECTORS" means the Board of Directors of the Company or,
------------------
when permitted under the 1940 Act, the Executive Committee thereof, if any.
1.3 "BOOK-ENTRY SYSTEM" means a book-entry system maintained by a Federal
-----------------
Reserve bank as provided for in Subpart O of Treasury Circular No. 300, 31 CFR
306, in Subpart B of 31 CFR Part 350, or in such other book-entry regulations of
federal agencies as are substantially in the form of such Subpart O.
1.4 "BUSINESS DAY" means any day recognized as a settlement day by The New
------------
York Stock Exchange, Inc. and on which banks in the State of New Jersey are open
for business.
1.5 "CUSTODY ACCOUNT" means the account in the name of the Fund, which is
---------------
provided for in Section 3.2 below.
1.6 "MASTER REPURCHASE AGREEMENT" means that certain Master Repurchase
---------------------------
Agreement of even date herewith between the Company on behalf of the Fund and
Bear, Stearns & Co. Inc., an affiliate of Custodian ("Bear Stearns"), as it may
from time to time be amended.
1.7 "1940 ACT" means the Investment Company Act of 1940, as amended, and
--------
the rules and regulations thereunder.
-2-
<PAGE>
1.8 "OFFICER" means the President, any Vice President, the Secretary, any
-------
Assistant Secretary, the Treasurer, or any Assistant Treasurer of the Company.
1.9 "ORAL INSTRUCTIONS" means instructions orally transmitted to and
-----------------
accepted by Custodian which are (a) reasonably believed by Custodian to have
been given by an Authorized Person, (b) recorded and kept among the records of
Custodian made in the ordinary course of business, (c) orally confirmed by
Custodian, and (d) completed in accordance with Custodian's requirements from
time to time as to content of instructions and their manner and timeliness of
delivery by the Fund.
1.10 "PROPER INSTRUCTIONS" means Oral Instructions or Written
-------------------
Instructions. Proper Instructions may be continuing Written Instructions when
deemed appropriate by both parties.
1.11 "SECURITIES" includes, without limitation, common and preferred
----------
stocks, bonds, call options, put options, debentures, notes, bank certificates
of deposit, forward contracts, futures contracts (including those related to
indexes), options on futures contracts or indexes, bankers' acceptances,
mortgage-backed securities or other obligations, and any certificates, receipts,
warrants or other instruments or documents representing rights to receive,
purchase or subscribe for the same, or evidencing or representing any other
rights or interests therein, or any similar property or assets that Custodian
has the facilities to clear and to service.
-3-
<PAGE>
1.12 "SECURITIES LOAN AGREEMENT" means that certain Securities Loan
-------------------------
Agreement of even date herewith between the Company on behalf of the Fund and
Bear, Stearns Securities Corp. ("BSSC"), as it may from time to time be amended.
1.13 "SECURITIES DEPOSITORY" means The Depository Trust Company and
---------------------
(provided that Custodian has received a copy of a resolution of the Board of
Directors of the Company, certified by an Officer, specifically approving the
use thereof as a depository for the Fund) any other clearing agency registered
with the Securities and Exchange Commission under Section 17A of the Securities
Exchange Act of 1934 (the "1934 Act"), which acts as a system for the central
handling and deposit of Securities where all Securities of any particular class
or series of an issuer deposited within the system are treated as fungible and
may be transferred or pledged by bookkeeping entry without physical delivery of
the Securities.
1.14 "SHARES" means those shares in a series or class of the capital stock
------
of the Company that represent interests in the Fund.
1.15 "WRITTEN INSTRUCTIONS" means written communications received by
--------------------
Custodian that are (a) reasonably believed by Custodian to have been signed or
-
sent by any two Authorized Persons, (b) sent or transmitted by letter,
-
facsimile, central processing unit connection, on-line terminal or magnetic
tape, and (c) completed in accordance with Custodian's requirements
-
-4-
<PAGE>
from time to time as to content of instructions and their manner and timeliness
of delivery by the Fund.
ARTICLE II
APPOINTMENT OF CUSTODIAN
------------------------
2.1 APPOINTMENT. The Company on behalf of the Fund hereby appoints
-----------
Custodian as custodian of all such Securities, cash and other assets as may be
acceptable to Custodian and from time to time delivered to it by the Fund or
others for the account of the Fund.
2.2 ACCEPTANCE. Custodian hereby accepts appointment as such custodian
----------
and agrees to perform the duties thereof as hereinafter set forth.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
------------------------------
3.1 SEGREGATION. All Securities and non-cash property of the Fund in the
-----------
possession of Custodian (other than Securities maintained by Custodian in a
Securities Depository or Book-Entry System) shall be physically segregated from
other Securities and non-cash property in the possession of Custodian and shall
be identified as belonging to the Fund.
3.2 CUSTODY ACCOUNT. (a) Custodian shall open and maintain in its trust
---------------
department a custody account in the name of the Fund, subject only to draft or
order of Custodian, in which Custodian shall enter and carry all securities,
cash and other assets of the Fund which are delivered to Custodian and accepted
by it. Custodian shall not be under any duty or obligation to
-5-
<PAGE>
require the Fund to deliver to it any Securities or funds owned by the Fund and
shall have no responsibility or liability for or on account of Securities or
funds not so delivered.
(b) If Custodian at any time fails to receive any of the documents
referred to in Section 3.5(a) below, then, until such time as it receives such
document, it shall not be obligated to receive any Securities of the Fund into
the Custody Account and shall be entitled to return to the Fund any Securities
of the Fund that it is holding.
(c) Custodian may, but shall not be obligated to, hold Securities that
may be held only in physical form.
(d) Custodian is authorized to disclose the name, address and
securities positions of the Fund to the issuers of such securities when
requested by them to do so.
3.3 APPOINTMENT OF AGENTS. (a) Custodian may employ suitable agents,
---------------------
which may include affiliates of Custodian, such as Bear Stearns or BSSC, both of
which are registered broker-dealers. The appointment of any agent pursuant to
this Section 3.3(a) shall not relieve Custodian of any of its obligations or
liabilities under this Agreement. However, no Book-Entry System, Securities
Depository or other securities depository or clearing agency which it is or may
become standard market practice to use for the comparison and settlement of
trades in securities shall be an agent or sub-contractor of Custodian for
purposes of this Section 3.3(a) or otherwise.
-6-
<PAGE>
(b) Upon notification of the Fund and in its discretion, Custodian may
appoint, and, upon notification of the Fund, at any time remove, any domestic
bank or trust company which is qualified to act as a custodian under the 1940
Act as sub-custodian to hold Securities and cash of the Fund and to carry out
such other provisions of this Agreement as it may determine, and, upon
notification of the Fund, may also open and maintain one or more banking
accounts with such a bank or trust company (any such accounts to be in the name
of Custodian and subject only to its draft or order), provided, however, that
the appointment of any such agent or opening and maintenance of any such
accounts shall be at Custodian's expense and shall not relieve Custodian of any
of its obligations or liabilities under this Agreement.
(c) Upon receipt of Written Instructions to do so and at the Fund's
expense, Custodian shall appoint as sub-custodian such domestic bank or trust
company as is named therein, provided that (i) such bank or trust company is
qualified to act as a custodian under the 1940 Act, and (ii) notwithstanding
anything to the contrary in Section 9.1 below or elsewhere in this Agreement,
Custodian shall have no greater liability to the Fund for the actions or
omissions of any such sub-custodian than any such sub-custodian has to
Custodian, and Custodian shall not be required to discharge any such liability
which may be imposed on it unless and until such sub-custodian has effectively
-7-
<PAGE>
indemnified Custodian against it or has otherwise discharged its liability to
Custodian in full.
3.4 Delivery of Assets to Custodian. The Fund shall deliver to Custodian
-------------------------------
the Fund's Securities, cash and other assets, which are acceptable to Custodian,
including (a) payments of income, payments of principal and capital
distributions received by the Fund with respect to such Securities, cash or
other assets owned by the Fund at any time during the term of this Agreement,
and (b) cash received by the Fund for the issuance, at any time during such
term, of Shares. Custodian shall not be responsible for such Securities, cash
or other assets until actually received by it.
3.5 Securities Depositories and Book-Entry Systems. Custodian may deposit
----------------------------------------------
and/or maintain Securities of the Fund in a Securities Depository or in a Book-
Entry System, subject to the following provisions:
(a) Prior to a deposit of Securities of the Fund in any Securities
Depository or Book-Entry System, the Fund shall deliver to Custodian a
resolution of the Board of Directors of the Company, certified by an Officer,
authorizing and instructing Custodian (and any sub-custodian appointed pursuant
to Section 3.3 above) on an on-going basis to deposit in such Securities
Depository or Book-Entry System all Securities eligible for deposit therein and
to make use of such Securities Depository or Book-Entry System to the extent
possible and practical in connection with its performance hereunder (or under
the
-8-
<PAGE>
applicable sub-custody agreement in the case of such sub-custodian), including,
without limitation, in connection with settlements of purchases and sales of
Securities, loans of Securities, and deliveries and returns of collateral
consisting of Securities.
(b) Securities of the Fund kept in a Book-Entry System or Securities
Depository shall be kept in an account ("Depository Account") of Custodian in
such Book-Entry System or Securities Depository which includes only assets held
by Custodian as a fiduciary, custodian or otherwise for customers.
(c) The records of Custodian with respect to Securities of the Fund
maintained in a Book-Entry System or Securities Depository shall at all times
identify such Securities as belonging to the Fund.
(d) If Securities purchased by the Fund are to be held in a Book-Entry
System or Securities Depository, Custodian shall pay for such Securities upon
(i) receipt of advice from the Book-Entry System or Securities Depository that
such Securities have been transferred to the Depository Account, and (ii) the
making of an entry on the records of Custodian to reflect such payment and
transfer for the account of the Fund. If Securities sold by the Fund are held
in a Book-Entry System or Securities Depository, Custodian shall transfer such
Securities upon (i) receipt of advice from the Book-Entry System or Securities
Depository that payment for such Securities has been transferred to the
Depository Account, and (ii) the making of an entry on the
-9-
<PAGE>
records of Custodian to reflect such transfer and payment for the account of the
Fund.
(e) Custodian shall provide the Fund with copies of any report
obtained by Custodian from a Book-Entry System or Securities Depository in which
Securities of the Fund are kept on the internal accounting controls and
procedures for safeguarding Securities deposited in such Book-Entry System or
Securities Depository.
(f) At its election, the Company on behalf of the Fund shall be
subrogated to the rights of Custodian with respect to any claim against a Book-
Entry System or Securities Depository or any other person for any loss or damage
to the Fund arising from the use of such Book-Entry System or Securities
Depository, if and to the extent that the Fund has not been made whole for any
such loss or damage.
3.6 Disbursement of Moneys from the Custody Account. Upon receipt of
-----------------------------------------------
Proper Instructions, but subject to its right to foreclose upon and liquidate
collateral pledged to it pursuant to Section 10.3 below, Custodian shall make
payments from the Custody Account, but only in the following cases, provided,
first, that such payments are in connection with the clearance and/or custody of
- -----
Securities or other assets, second, that there are sufficient funds in the
------
Custody Account, whether belonging to the Fund or advanced to it by Custodian in
its sole and absolute discretion as set forth in Section 4.5 below, for
Custodian to make such payments and, third, that after the making of such
-----
-10-
<PAGE>
payments, the Fund would not be in violation of any margin or other requirements
agreed upon pursuant to Section 4.5 below:
(a) For the purchase of Securities for the Fund but only (i) in the
case of Securities (other than options on Securities, futures contracts and
options on futures contracts), against the delivery to Custodian (or any sub-
custodian appointed pursuant to Section 3.3 above) of such Securities registered
as provided in Section 3.9 below or in proper form for transfer or, if the
purchase of such Securities is effected through a Book-Entry System or
Securities Depository, in accordance with the conditions set forth in Section
3.5 above; (ii) in the case of options on Securities, against delivery to
Custodian (or such sub-custodian) of such receipts as are required by the
customs prevailing among dealers in such options; (iii) in the case of futures
contracts and options on futures contracts, against delivery to Custodian (or
such sub-custodian) of evidence of title thereto in favor of the Fund, the
Custodian, any such sub-custodian or any nominee referred to in Section 3.9
below; and (iv) in the case of repurchase or reverse repurchase agreements
entered into by the Fund, against delivery of the purchased Securities either in
certificate form or through an entry crediting Custodian's account at a Book-
Entry System or Securities Depository with such Securities;
(b) In connection with the conversion, exchange or surrender, as set
forth in Section 3.7(f) below, of Securities owned by the Fund;
-11-
<PAGE>
(c) For the payment as provided in Article V below of any dividends or
other distributions declared by the Fund on the Shares;
(d) In payment of the redemption price of Shares as provided in
Article V below;
(e) For the payment of any expense or liability incurred by the Fund,
including but not limited to the following payments for the account of the Fund:
interest, taxes, administration, investment management, investment advisory,
accounting, auditing, transfer agent, custodian, trustee and legal fees; and
other operating expenses of the Fund; in all cases, whether or not such expenses
are to be in whole or in part capitalized or treated as deferred expenses;
(f) For transfer in accordance with the provisions of any agreement
among the Company on behalf of the Fund, Custodian and a broker-dealer, relating
to compliance with rules of The Options Clearing Corporation and of any
registered national securities exchange (or of any similar organization or
organizations) regarding escrow or other arrangements in connection with
transactions by the Fund;
(g) For transfer in accordance with the provisions of any agreement
among the Company on behalf of the Fund, Custodian, and a futures commission
merchant, relating to compliance with the rules of the Commodity Futures Trading
Commission and/or any contract market (or any similar organization or
organizations)
-12-
<PAGE>
regarding account deposits in connection with transactions by the Fund;
(h) For the funding of any uncertificated time deposit or other
interest-bearing account with any banking institution (including Custodian), but
only if the payment instructions to Custodian detail specific Securities to be
acquired;
(i) For the purchase from a bank or other financial institution of
loan participations, but only if Custodian has in its possession a copy of the
agreement between the Company on behalf of the Fund and such bank or other
financial institution with respect to the purchase of such loan participations
and the payment instructions to Custodian detail specific assets to be acquired;
(j) For transfer to a broker-dealer registered under the 1934 Act in
accordance with the provisions of any agreement among the Company on behalf of
the Fund, Custodian and such a broker-dealer as margin for a short sale of
Securities;
(k) For the payment of amounts due in lieu of dividends paid on
Securities sold short by the Fund; and
(l) For any other proper purpose, but only upon receipt, in addition
to Proper Instructions, of a copy of a resolution of the Board of Directors,
certified by an Officer, specifying the amount and purpose of such payment,
declaring such purpose to be a proper purpose of the Fund, and naming the person
or persons to whom such payment is to be made.
-13-
<PAGE>
3.7 Delivery of Securities from the Custody Account. Upon receipt of
-----------------------------------------------
Proper Instructions, but subject to its right to foreclose upon and liquidate
collateral pledged to it pursuant to Section 10.3 below, Custodian shall release
and deliver Securities and other assets from the Custody Account, but only in
the following cases, provided, first, that such deliveries are in connection
-----
with the clearance and/or custody of Securities or other assets, second, that
------
there are sufficient amounts and types of Securities or other assets in the
Custody Account for Custodian to make such delivery, and, third, that after the
-----
making of such delivery, the Fund would not be in violation of any margin or
other requirements agreed upon pursuant to Section 4.5 below:
(a) Upon the sale of Securities for the account of the Fund but,
subject to Section 4.3 below, only against receipt of payment therefor in cash,
by certified or cashiers' check or bank credit;
(b) In the case of a sale effected through a Book-Entry System or
Securities Depository, in accordance with the provisions of Section 3.5 above;
(c) To an offeror's depository agent in connection with tender or
other similar offers for Securities of the Fund; provided that, in any such
case, the cash or other consideration is to be delivered to Custodian;
(d) To the issuer thereof or its agent (i) for transfer into the name
of the Fund or any of the nominees
-14-
<PAGE>
referred to in Section 3.9 below, or (ii) for exchange for a different number of
certificates or other evidence representing the same aggregate face amount or
number of units; provided that, in any such case, the new Securities are to be
delivered to Custodian;
(e) To the broker selling Securities, for examination in accordance
with the "street delivery" custom;
(f) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the issuer of
such Securities, or pursuant to provisions for conversion contained in such
Securities, or pursuant to any deposit agreement, including surrender or receipt
of underlying Securities in connection with the issuance or cancellation of
depository receipts; provided that, in any such case, the new Securities and
cash, if any, are to be delivered to Custodian;
(g) Upon receipt of payment therefor pursuant to any repurchase
agreement entered into by the Fund;
(h) In the case of warrants, rights or similar Securities, upon the
exercise thereof, provided that, in any such case, the new Securities and cash,
if any, are to be delivered to Custodian;
(i) For delivery in connection with any loans of Securities pursuant
to any securities loan agreement entered into by the Company on behalf of the
Fund, but only against receipt of
-15-
<PAGE>
such collateral as is required under such securities loan agreement;
(j) For delivery as security in connection with any borrowings by the
Fund requiring a pledge of assets by the Fund, but only against receipt by
Custodian of the amounts borrowed;
(k) Pursuant to any authorized plan of liquidation, reorganization,
merger, consolidation or recapitalization of the Fund;
(l) For delivery in accordance with the provisions of any agreement
among the Company on behalf of the Fund, Custodian and a broker-dealer, relating
to compliance with the rules of The Options Clearing Corporation and of any
registered national securities exchange (or of any similar organization or
organizations) regarding escrow or other arrangements in connection with
transactions by the Fund;
(m) For delivery in accordance with the provisions of any agreement
among the Company on behalf of the Fund, Custodian, and a futures commission
merchant, relating to compliance with the rules of the Commodity Futures Trading
Commission and/or any contract market (or any similar organization or
organizations) regarding account deposits in connection with transactions by the
Fund;
(n) For delivery to a broker-dealer registered under the 1934 Act or
in accordance with the provisions of any agreement among the Company on behalf
of the Fund, Custodian and such a broker-dealer as margin for a short sale of
Securities;
-16-
<PAGE>
(o) For any other proper purpose, but only upon receipt, in addition
to Proper Instructions, of a copy of a resolution of the Board of Directors,
certified by an Officer, specifying the Securities to be delivered, setting
forth the purpose for which such delivery is to be made, declaring such purpose
to be a proper purpose of the Fund, and naming the person or persons to whom
delivery of such Securities is to be made.
3.8 Actions Not Requiring Proper Instructions. Unless otherwise
-----------------------------------------
instructed by the Fund, Custodian shall with respect to all Securities held for
the Fund:
(a) Subject to Section 9.4 below, collect on a timely basis all income
and other payments to which the Fund is entitled either by law or pursuant to
custom in the securities business;
(b) Subject to Section 9.4 below, collect on a timely basis the amount
payable upon or with respect to all Securities and other assets which may mature
or be called, redeemed, retired or otherwise become payable;
(c) Endorse for collection, in the name of the Fund, checks, drafts
and other negotiable instruments;
(d) Surrender interim receipts or Securities in temporary form for
Securities in definitive form;
(e) Execute, as custodian, any necessary declarations or certificates
of ownership under the federal income tax laws or the laws or regulations of any
other taxing authority now or hereafter in effect, and prepare and submit
reports to the Internal Revenue Service ("IRS") and to the Fund at such time, in
-17-
<PAGE>
such manner and containing such information as is prescribed by the IRS;
(f) Hold for the Fund all rights and similar securities issued with
respect to Securities of the Fund; and
(g) In general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase and transfer of, and other
dealings in, Securities and other assets of the Fund.
3.9 Registration and Transfer of Securities. All Securities held for the
---------------------------------------
Fund that are issuable only in bearer form shall be held by Custodian in that
form, provided that any such Securities shall be held in a Book-Entry System if
eligible therefor. All other Securities held for the Fund may be registered in
the name of Custodian as agent, any sub-custodian appointed pursuant to Section
3.3 above, any Securities Depository, or any nominee or agent of any of them.
The Fund shall furnish to Custodian appropriate instruments to enable Custodian
to hold or deliver in proper form for transfer, or to register as in this
Section 3.9 provided, any Securities delivered to Custodian which are registered
in the name of the Fund.
3.10 Records. (a) Custodian shall maintain complete and accurate records
-------
with respect to Securities, cash or other property held for the Fund, including
(i) journals or other records of original entry containing an itemized daily
record in detail of all receipts and deliveries of Securities and all
-18-
<PAGE>
receipts and disbursements of cash; (ii) ledgers (or other records) reflecting
(A) Securities in transfer, if any, (B) Securities in physical possession, (C)
monies and Securities borrowed and monies and Securities loaned (together with a
record of the collateral therefor and substitutions of such collateral), (D)
dividends and interest received, and (E) dividends receivable and interest
accrued; and (iii) cancelled checks and bank records related thereto. Custodian
shall keep such other books and records with respect to Securities, cash and
other property of the Fund which is held hereunder as the Fund may reasonably
request.
(b) All such books and records maintained by Custodian shall (i) be
maintained in a form acceptable to the Fund and in compliance with rules and
regulations of the Securities and Exchange Commission, (ii) be the property of
the Fund and at all times during the regular business hours of Custodian be made
available upon request for inspection by duly authorized officers, employees or
agents of the Company on behalf of the Fund and employees or agents of the
Securities and Exchange Commission, and (iii) if required to be maintained by
Rule 31a-1 under the 1940 Act, be preserved for the periods prescribed in Rule
31a-2 under the 1940 Act.
3.11 Account Reports by Custodian. Custodian shall furnish the Fund with
----------------------------
a daily activity statement, including a summary of all transfers to or from the
Custody Account, on the day following such transfers. At least monthly and from
time to
-19-
<PAGE>
time, Custodian shall furnish the Fund with a detailed statement of the
Securities and moneys held for the Fund under this Agreement.
3.12 Other Reports by Custodian. Custodian shall provide the Fund with
--------------------------
such reports as the Fund may reasonably request from time to time on the
internal accounting controls and procedures for safeguarding Securities which
are employed by Custodian or any sub-custodian appointed pursuant to Section 3.3
above.
3.13 Proxies and Other Materials. Unless otherwise instructed by the
---------------------------
Fund, Custodian shall promptly deliver to the Fund all notices of meetings,
proxy materials (other than proxies) and other announcements, which it receives
regarding Securities held by it in the Custody Account. Whenever Custodian or
any of its agents receives a proxy with respect to Securities in the Custody
Account, Custodian shall promptly request instructions from the Fund on how such
Securities are to be voted, and shall give such proxy, or cause it to be given,
in accordance with such instructions. If the Fund timely informs Custodian that
the Fund wishes to vote any such Securities in person, Custodian shall promptly
seek to have a legal proxy covering such Securities issued to the Fund. Unless
otherwise instructed by the Fund, neither Custodian nor any of its agents shall
exercise any voting rights with respect to Securities held hereunder.
-20-
20
<PAGE>
3.14 Information on Corporate Actions. Unless otherwise instructed by the
--------------------------------
Fund, Custodian shall promptly transmit to the Fund all other written
information received by Custodian from issuers of Securities held in the Custody
Account. With respect to tender or exchange offers for such Securities, or
other corporate transactions involving such Securities, Custodian shall promptly
transmit to the Fund all written information received by Custodian from the
issuers of such Securities or from any party (or its agents) making any such
tender or exchange offer or participating in such other corporate transaction.
If the Fund desires, with respect to any such tender or exchange offer or other
corporate transaction, to take any action that may be taken by it pursuant to
the terms of such offer or other transaction, the Fund shall notify Custodian at
least five Business Days prior to the date on which Custodian is to take such
action.
3.15 Co-operation. Custodian shall cooperate with and supply necessary
------------
information to the entity or entities appointed by the Company on behalf of the
Fund to keep the books of account of the Fund and/or to compute the value of the
assets of the Fund.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
--------------------------------------------
4.1 Purchase of Securities. Promptly upon each purchase of Securities for
----------------------
the Fund, Written Instructions shall be delivered to Custodian, specifying (a)
the name of the issuer or writer of such Securities, and the title or other
description thereof, (b)
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21
<PAGE>
the number of shares, principal amount (and accrued interest, if any), or other
units purchased, (c) the date of purchase and settlement, (d) the purchase price
per unit, (e) the total amount payable upon such purchase, and (f) the name of
the person to whom such amount is payable. Custodian shall upon receipt of such
Securities purchased by the Fund (or, if the Securities are transferred by means
of a private placement transaction, upon the receipt of such Securities or
payment instructions to Custodian which detail specific Securities to be
acquired) pay out of the moneys held for the account of the Fund the total
amount specified in such Written Instructions to the person named therein.
4.2 Sale of Securities. Promptly upon each sale of Securities by the
------------------
Fund, Written Instructions shall be delivered to Custodian, specifying (a) the
name of the issuer or writer of such Securities, and the title or other
description thereof, (b) the number of shares, principal amount (and accrued
interest, if any), or other units sold, (c) the date of sale and settlement, (d)
the sale price per unit, (e) the total amount payable upon such sale, and (f)
the person to whom such Securities are to be delivered. Upon receipt of the
total amount payable to the Fund as specified in such Written Instructions,
Custodian shall deliver such Securities to the person specified in such Written
Instructions. Subject to the foregoing, Custodian may accept payment in such
form as shall be satisfactory to it, and may
-22-
22
<PAGE>
deliver Securities and arrange for payment in accordance with the customs
prevailing among dealers in Securities.
4.3 Delivery of Securities Sold. Notwithstanding Section 4.2 above or any
---------------------------
other provision of this Agreement, Custodian, when instructed to deliver
Securities against payment, shall be entitled, but only if in accordance with
generally accepted market practice, to deliver such Securities prior to actual
receipt of final payment therefor and, exclusively in the case of Securities in
physical form, to deliver such Securities prior to receipt of payment. In any
such case, the Fund shall bear the risk that final payment for such Securities
may not be made or that such Securities may be returned or otherwise held or
disposed of by or through the person to whom they were delivered, and Custodian
shall have no liability for any of the foregoing.
4.4 Payment for Securities Sold, etc. In its sole discretion and from
---------------------------------
time to time, Custodian may credit the Custody Account, prior to actual receipt
of final payment thereof, with (a) proceeds from the sale of Securities which it
has been instructed to deliver against payment, (b) proceeds from the redemption
of Securities or other assets of the Fund, and (c) income from cash, Securities
or other assets of the Fund. Any such credit shall be conditional upon actual
receipt by Custodian of final payment and may be reversed if final payment is
not actually received in full. Custodian may, in its sole discretion and from
time to time, permit the Fund to use funds so credited to the Custody Account in
anticipation of actual receipt of final
-23-
23
<PAGE>
payment. Any funds so used shall constitute an advance subject to Section 4.5
below.
4.5 CLEARING CREDIT. Custodian may, in its sole discretion and from time
---------------
to time, advance funds to the Fund to facilitate the settlement of the Fund's
transactions in the Custody Account. Any such advance (a) shall be repayable
-
immediately upon demand made by Custodian, (b) shall be fully secured as
-
provided in Section 10.3 below, and (c) shall bear interest at such rate, and be
-
subject to such other terms and conditions, as Custodian and the Company on
behalf of the Fund may agree.
4.6 FINAL PAYMENT. For purposes of this Agreement, "final payment" means
-------------
payment in funds which are (or have become) immediately available, under
applicable law are irreversible, and are not subject to any security interest,
levy, lien or other encumbrance.
ARTICLE V
REDEMPTION OF FUND SHARES;
DIVIDENDS AND OTHER DISTRIBUTIONS
---------------------------------
5.1 Transfer of Funds. From such funds as may be available for the
-----------------
purpose in the Custody Account, and upon receipt of Proper Instructions
specifying that the funds are required to redeem Shares or to pay dividends or
other distributions to holders of Shares, Custodian shall transfer each amount
specified in such Proper Instructions to such account of the Fund or of an agent
thereof (other than Custodian), at such bank, as the Fund may designate therein
with respect to such amount.
-24-
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<PAGE>
5.2 Sole Duty of Custodian. Custodian's sole obligation with respect to
----------------------
the redemption of Shares and the payment of dividends and other distributions
thereon shall be its obligation set forth in Section 5.1 above, and Custodian
shall not be required to make any payments to the various holders from time to
time of Shares nor shall Custodian be responsible for the payment or
distribution by the Fund, or any agent designated in Proper Instructions given
pursuant to Section 5.1 above, of any amount paid by Custodian to the account of
the Fund or such agent in accordance with such Proper Instructions.
ARTICLE VI
SEGREGATED ACCOUNTS
-------------------
Upon receipt of Proper Instructions, Custodian shall establish and maintain
a segregated account or accounts for and on behalf of the Fund, into which
account or accounts may be transferred cash and/or Securities, including
Securities maintained in a Depository Account:
(a) in accordance with the provisions of any agreement among the
Company on behalf of the Fund, Custodian and a broker-dealer (or any futures
commission merchant), relating to compliance with the rules of The Options
Clearing Corporation or of any registered national securities exchange (or the
Commodity Futures Trading Commission or any registered contract market), or of
any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund,
-25-
25
<PAGE>
(b) for purposes of segregating cash or Securities in connection with
securities options purchased or written by the Fund or in connection with
financial futures contracts (or options thereon) purchased or sold by the Fund,
(c) which constitute collateral for loans of Securities made by the
Fund,
(d) for purposes of compliance by the Fund with requirements under the
1940 Act for the maintenance of segregated accounts by registered investment
companies in connection with reverse repurchase agreements, when-issued, delayed
delivery and firm commitment transactions, and short sales of securities, and
(e) for other proper purposes, but only upon receipt of, in addition
to Proper Instructions, a copy of a resolution of the Board of Directors,
certified by an Officer, setting forth the purpose or purposes of such
segregated account and declaring such purposes to be proper purposes of the
Fund.
ARTICLE VII
SECURITIES LENDING TRANSACTIONS
-------------------------------
7.1 TRANSACTIONS. If and to the extent that the necessary funds and
------------
Securities have been entrusted to it under this Agreement (and unless the Fund
gives it Proper Instructions to do otherwise), Custodian from time to time shall
make for the account of the Fund the transfers of funds and deliveries of
Securities which the Fund is required to make pursuant to the Securities Loan
Agreement and shall receive for the account of the Fund the transfers of funds
and deliveries of Securities
-26-
26
<PAGE>
which the borrower under the Securities Loan Agreement is required to make
pursuant thereto. Custodian shall make and receive all such transfers and
deliveries pursuant to, and subject to the terms and conditions of, the
Securities Loan Agreement.
7.2 Collateral; Events of Default. Custodian shall daily mark to market,
-----------------------------
in the manner provided for in the Securities Loan Agreement, all loans of
Securities which may from time to time be outstanding thereunder. Custodian
shall promptly notify the Fund of any Default under the Securities Loan
Agreement (as such term "Default" is defined therein) of which it has actual
knowledge.
7.3 Securities Loan Agreement. Custodian hereby acknowledges its receipt
-------------------------
from the Company on behalf of the Fund of a copy of the Securities Loan
Agreement. The Fund shall provide Custodian, prior to the effectiveness
thereof, with a copy of any amendment to the Securities Loan Agreement.
ARTICLE VIII
REPURCHASE TRANSACTIONS
-----------------------
8.1 Transactions. If and to the extent that the funds and Securities have
------------
been entrusted to it under this Agreement (and unless the Fund gives it Proper
Instructions to do otherwise), Custodian from time to time shall make for the
account of the Fund the transfers of funds and deliveries of Securities which
the Fund is required to make pursuant to the Master Repurchase Agreement and
shall receive for the account of the Fund the transfers of funds and deliveries
of Securities which the seller
-27-
27
<PAGE>
under the Master Repurchase Agreement is required to make pursuant thereto.
Custodian shall make and receive all such transfers and deliveries pursuant to,
and subject to the terms and conditions of, the Master Repurchase Agreement.
8.2 Collateral; Events of Default. Custodian shall daily mark to market
-----------------------------
the Securities purchased by the Fund under the Master Repurchase Agreement and
held in the Custody Account, and shall give to the seller thereunder any such
notice as may be required by the Master Repurchase Agreement in connection with
such mark-to-market. Custodian shall promptly notify the Fund of any Event of
Default by the seller under the Master Repurchase Agreement (as such term "Event
of Default" is defined therein) of which it has actual knowledge.
8.3 Master Repurchase Agreement. Custodian hereby acknowledges its
---------------------------
receipt from the Company on behalf of the Fund of a copy of the Master
Repurchase Agreement. The Fund shall provide Custodian, prior to the
effectiveness thereof, with a copy of any amendment to the Master Repurchase
Agreement.
ARTICLE IX
CONCERNING THE CUSTODIAN
------------------------
9.1 Standard of Care. Custodian shall be held to the exercise of
----------------
reasonable care in carrying out its obligations under this Agreement, and shall
be without liability to the Fund for any loss, damage, cost, expense (including
attorneys' fees and disbursements), liability or claim which does not arise from
willful misfeasance, bad faith or negligence on the part of
-28-
28
<PAGE>
Custodian or reckless disregard by Custodian of its obligations under this
Agreement. Custodian shall be entitled to rely on and may act upon advice of
counsel on all matters, and shall be without liability for any action reasonably
taken or omitted pursuant to such advice. In no event shall Custodian be liable
for special or consequential damages or be liable in any manner whatsoever for
any action taken or omitted upon instructions from the Fund or any agent of the
Company on behalf of the Fund. Custodian shall not be under any obligation at
any time to ascertain whether the Fund is in compliance with the 1940 Act, the
regulations thereunder, the provisions of its charter documents or by-laws, or
its investment objectives, policies and limitations as in effect from time to
time.
9.2 Actual Collection Required. Custodian shall not be liable for, or
--------------------------
considered to be the custodian of, any cash belonging to the Fund or any money
represented by a check, draft or other instrument for the payment of money,
until Custodian or its agents actually receive such cash or collect on such
instrument.
9.3 No Responsibility for Title, etc. So long as and to the extent that
---------------------------------
it is in the exercise of reasonable care, Custodian shall not be responsible for
the title, validity or genuineness of any property or evidence of title thereto
received or delivered by it or its agents.
9.4 Limitation on Duty to Collect. Custodian shall promptly notify the
-----------------------------
Fund whenever any money or property due and
-29-
29
<PAGE>
payable from or on account of any Securities held hereunder for the Fund is not
timely received by it. Custodian shall not, however, be required to enforce
collection, by legal means or otherwise, of any such money or other property not
paid when due, but shall receive the proceeds of such collections as may be
effected by it or its agents in the ordinary course of Custodian's custody and
safekeeping business or of the custody and safekeeping business of such agents.
9.5 Express Duties Only. Custodian shall have no duties or obligations
-------------------
whatsoever except such duties and obligations as are specifically set forth in
this Agreement, and no covenant or obligation shall be implied in this Agreement
against Custodian. Custodian shall have no discretion whatsoever with respect
to the management, disposition or investment of the Custody Account and is not a
fiduciary to the Fund.
9.6 Compliance with Laws. Custodian undertakes to comply with all
--------------------
applicable requirements of the Securities Act of 1933, the Securities Exchange
Act of 1934, the 1940 Act and the Commodities Exchange Act and any laws, rules
and regulations of governmental authorities having jurisdiction with respect to
the duties to be performed by Custodian hereunder. Except as specifically set
forth herein, Custodian assumes no responsibility for such compliance by the
Fund.
30
<PAGE>
ARTICLE X
INDEMNIFICATION
---------------
10.1 Indemnification. The Fund shall indemnify and hold harmless
---------------
Custodian, any sub-custodian and any nominee of Custodian or any sub-custodian,
from and against any loss, damages, cost, expense (including attorneys' fees and
disbursements), liability (including, without limitation, liability arising
under the Securities Act of 1933, the 1934 Act, the 1940 Act, and any federal or
state securities and/or banking laws) or claim arising directly or indirectly
(a) from the fact that Securities are registered in the name of any such
nominee, or (b) from any action or inaction by Custodian or such sub-custodian
or other agent (i) at the request or direction of or in reliance on the advice
of the Fund or any of its agents, or (ii) upon Proper Instructions, or (c)
generally, from the performance of its obligations under this Agreement,
provided that Custodian, any sub-custodian or any nominee of either of them
shall not be indemnified and held harmless from and against any such loss,
damage, cost, expense, liability or claim arising from Custodian's willful
misfeasance, bad faith, negligence or reckless disregard of its obligations
under this Agreement or, in the case of any sub-custodian or its nominee, from
such sub-custodian's willful misfeasance, bad faith, negligence or reckless
disregard of its obligations under the Agreement under which it is acting.
-31-
<PAGE>
10.2 Indemnity to be provided. If the Fund requests Custodian to
------------------------
take any action with respect to Securities, which may, in the opinion of
Custodian, result in Custodian or its nominee becoming liable for the payment of
money or incurring liability of some other form, Custodian shall not be required
to take such action until the Fund shall have provided indemnity therefor to
Custodian in an amount and form satisfactory to Custodian.
10.3 Security. As security for the payment of any present or future
--------
obligation or liability of any kind which the Fund may have to Custodian with
respect to or in connection with the Custody Account or this Agreement, or which
the Fund may otherwise have to Custodian, the Fund hereby pledges to Custodian
all cash, Securities and other property of every kind which is in the Custody
Account or otherwise held for the Fund pursuant to this Agreement, and hereby
grants to Custodian a lien, right of set-off and continuing security interest in
such cash, Securities and other property.
10.4 Limitation. Notwithstanding any other provision of this
----------
Agreement, the obligations and liabilities of the Company on behalf of the Fund
under this Agreement are solely those of the Fund, and neither the Company
generally nor any of its other investment portfolios shall be responsible for
any of such obligations or liabilities.
-32-
<PAGE>
ARTICLE XI
FORCE MAJEURE
-------------
Neither Custodian nor the Fund shall be liable for any failure or
delay in performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God; earthquakes; fires; floods; wars;
civil or military disturbances; sabotage; strikes; epidemics; riots; power
failures; computer failure and any such circumstances beyond its reasonable
control as may cause interruption, loss or malfunction of utility,
transportation, computer (hardware or software) or telephone communication
service; accidents; labor disputes; acts of civil or military authority;
governmental actions; or inability to obtain labor, material, equipment or
transportation.
ARTICLE XII
REPRESENTATIONS AND WARRANTIES
------------------------------
Each of the Company on behalf of the Fund and Custodian represents and
warrants for itself that (a) it has all necessary power and authority to perform
its obligations hereunder, (b) the execution and delivery by it of this
Agreement, and the performance by it of its obligations under this Agreement,
have been duly authorized by all necessary action and will not violate any law,
regulation, charter, by-law, or other instrument, restriction or provision
applicable to it or by which it is bound, and (c) this Agreement constitutes a
legal, valid and
-33-
<PAGE>
binding obligation of it, enforceable against it in accordance with its terms.
ARTICLE XIII
COMPENSATION OF CUSTODIAN
-------------------------
The Fund shall pay Custodian such fees and charges as are set forth in
the fee schedule annexed hereto as Exhibit C, as such fee schedule may from time
to time be revised by Custodian upon 14 days' prior written notice to the Fund.
Any annual fee or other charges payable by the Fund shall be paid monthly by
automatic deduction from the Custody Account. Expenses incurred by Custodian in
the performance of its services hereunder, and all other proper charges and
disbursements of the Custody Account, shall be charged to the Custody Account by
Custodian and paid therefrom.
ARTICLE XIV
TAXES
-----
Any and all taxes, including any interest and penalties with respect
thereto, which may be levied or assessed under present or future laws or in
respect of the Custody Account or any income thereof shall be charged to the
Custody Account by Custodian and paid therefrom.
ARTICLE XV
AUTHORIZED PERSONS
------------------
15.1 AUTHORIZED PERSONS. Custodian may rely upon and act in
------------------
accordance with any notice, confirmation, instruction or other communication
received by it from the Fund which is reasonably
-34-
<PAGE>
believed by Custodian to have been given or signed on behalf of the Fund by any
two of the Authorized Persons (one in the case of Oral Instructions) designated
by the Fund in Exhibit A hereto, as it may from time to time be revised. The
Fund may revise Exhibit A hereto at any time by notice in writing to Custodian
given in accordance with Article XVI below, but no revision of Exhibit A hereto
shall be effective until Custodian actually receives such notice.
15.2 Investment advisers. Custodian may also act in accordance with
-------------------
any Written or Oral Instructions which are reasonably believed by Custodian to
have been given or signed by any two of the Authorized Persons (one in the case
of Oral Instructions) designated by any of the investment advisers of the Fund
specified in Exhibit B hereto (if any) as it may from time to time be revised.
The Fund may reverse Exhibit B hereto at any time by notice in writing to
Custodian given in accordance with Article XVI below, and each investment
adviser specified in Exhibit B hereto (if any) may at any time by like notice
designate an Authorized Person or remove an Authorized Person previously
designated by it, but no revision of Exhibit B hereto (if any) and no
designation or removal by such investment adviser shall be effective until
Custodian actually receives such notice.
15.3 Oral instructions. Custodian may rely upon and act in
-----------------
accordance with Oral Instructions. If Written Instructions confirming Oral
Instructions are not received by Custodian prior to a transaction, it shall in
no way affect the validity of the
-35-
<PAGE>
transaction authorized by such Oral Instructions or the authorization of the
Fund to effect such transaction. Custodian shall incur no liability to the Fund
in acting upon Oral Instructions. To the extent such Oral Instructions vary
from any confirming Written Instructions, Custodian shall advise the Fund of
such variance but unless confirming Written Instructions are timely received,
such Oral Instructions will govern. Either Custodian or Fund may electronically
record any instructions given by telephone and any other telephone discussions
with respect to the Custody Account.
ARTICLE XVI
NOTICES
-------
Unless otherwise specified herein, all demands, notices, instructions,
and other communications to be given hereunder shall be sent, delivered or given
to the recipient at the address set forth after its name hereinbelow:
If to the Fund:
n/i LARGER CAP VALUE FUND
THE RBB FUND
Bellevue Park Corporate Center
400 Bellevue Parkway (Ste 100)
Wilmington, DE 19809
Attention: Charles D. Curtis, Jr.
----------------------
Telephone: (302) 791-1791
Facsimile: (302) 791-3067
If to Custodian:
CUSTODIAL TRUST COMPANY
101 Carnegie Center
Princeton, New Jersey 08540-6231
Attention: Vice President - Trust Operations
---------------------------------
Telephone: (609) 951-2320
Facsimile: (609) 951-2327
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<PAGE>
or at such other address as either party shall have provided to the other by
notice given in accordance with this Article XVI. Writing shall include
transmissions by or through teletype, facsimile, central processing unit
connection, on-line terminal and magnetic tape.
ARTICLE XVII
TERMINATION
-----------
Either party hereto may terminate this Agreement by giving to the
other party a notice in writing specifying the date of such termination, which
shall be not less than sixty (60) days after the date of the giving of such
notice. Upon the date set forth in such notice this Agreement shall terminate,
and Custodian shall, upon receipt of a notice of acceptance by the successor
custodian, on that date (a) deliver directly to the successor custodian or its
agents all Securities (other than Securities held in a Book-Entry System or
Securities Depository) and cash then owned by the Fund and held by Custodian as
custodian, and (b) transfer any Securities held in a Book-Entry System or
Securities Depository to an account of or for the benefit of the Fund, provided
that the Fund shall have paid to Custodian all fees, expenses and other amounts
to the payment or reimbursement of which it shall then be entitled.
-37-
<PAGE>
ARTICLE XVIII
MISCELLANEOUS
-------------
18.1 Business days. Nothing contained in this Agreement shall
-------------
require Custodian to perform any function or duties on a day other than a
Business Day.
18.2 Governing law. This Agreement shall be governed by and
-------------
construed in accordance with the laws of the State of New York, without regard
to the conflict of law principles thereof.
18.3 References to custodian. The Fund shall not circulate any
-----------------------
printed matter which contains any reference to Custodian without the prior
written approval of Custodian, excepting printed matter contained in the
prospectus or statement of additional information for the Fund and such other
printed matter as merely identifies Custodian as custodian for the Fund. The
Fund shall submit printed matter requiring approval to Custodian in draft form,
allowing sufficient time for review by Custodian and its counsel prior to any
deadline for printing.
18.4 No waiver. No failure by either party hereto to exercise, and
---------
no delay by such party in exercising, any right hereunder shall operate as a
waiver thereof. The exercise by either party hereto of any right hereunder
shall not preclude the exercise of any other right, and the remedies provided
herein are cumulative and not exclusive of any remedies provided at law or in
equity.
18.5 Amendments. This Agreement cannot be changed orally and no
----------
amendment to this Agreement shall be effective unless
-38-
<PAGE>
evidenced by an instrument in writing executed by the parties hereto.
18.6 Counterparts. This Agreement may be executed in one or more
------------
counterparts, and by the parties hereto on separate counterparts, each of which
shall be deemed an original but all of which together shall constitute but one
and the same instrument.
18.7 Severability. If any provision of this Agreement shall be
------------
invalid, illegal or unenforceable in any respect under any applicable law, the
validity, legality and enforceability of the remaining provisions shall not be
affected or impaired thereby.
18.8 Successors and assigns. This Agreement shall be binding upon
----------------------
and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that this Agreement shall not be
-------- -------
assignable by either party hereto without the written consent of the other
party. Any purported assignment in violation of this Section 18.8 shall be
void.
18.9 Jurisdiction. Any suit, action or proceeding with respect to
------------
this Agreement may be brought in the Supreme Court of the State of New York,
County of New York, or in the United States District Court for the Southern
District of New York, and the parties hereto hereby submit to the non-exclusive
jurisdiction of such courts for the purpose of any such suit, action or
proceeding, and hereby waive for such purpose any other
-39-
<PAGE>
preferential jurisdiction by reason of their present or future domicile or
otherwise.
18.10 Headings. The headings of sections in this Agreement are for
--------
convenience of reference only and shall not affect the meaning or construction
of any provision of this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its representative
thereunto duly authorized, all as of the day and year first above written.
THE RBB FUND, INC.
WITH RESPECT TO AND ON BEHALF OF
n/i LARGER CAP VALUE FUND
By:
--------------------------------
Name: Edward J. Roach
Title: President and Treasurer
CUSTODIAL TRUST COMPANY
By:
--------------------------------
Name: Ronald D. Watson
Title: President
-40-
<PAGE>
EXHIBIT A
---------
AUTHORIZED PERSONS
Set forth below are the names and specimen signatures of the persons
authorized by n/i LARGER CAP VALUE FUND to administer the Custody Account.
NAME SIGNATURE
---- ---------
- --------------------------- -----------------------------
- --------------------------- -----------------------------
- --------------------------- -----------------------------
- --------------------------- -----------------------------
-41-
<PAGE>
EXHIBIT B
---------
INVESTMENT ADVISERS
Numeric Investors L.P.
-42-
<PAGE>
EXHIBIT C
---------
CUSTODY FEES AND TRANSACTION CHARGES
Domestic fees. The Fund shall pay Custodian the following fees for assets
maintained in the United States ("Domestic Assets") and charges for transactions
in the United States, all such fees and charges to be payable monthly:
(1) an annual fee of the greater of 0.015% (one and one-half basis points)
per annum of the value of the Domestic Assets in the Custody Account or $5,000,
such fee to be based upon the total market value of such Domestic Assets as
determined on the last Business Day of the month for which such fee is charged;
(2) a transaction charge of $12 for each receive or deliver of book-entry
Securities into or from the Custody Account (but not for any such receive or
deliver of book-entry Securities loaned by the Portfolio or constituting
collateral for a loan of Securities, or any such receive or deliver in a
repurchase transaction representing (a) a cash sweep investment for the Fund's
account or (b) the investment by the Fund of cash collateral for a loan of
Securities);
(3) a transaction charge of $25 for each receive or deliver into or from
the Custody Account of Securities in physical form;
(4) a transaction charge for each repurchase transaction in the Custody
Account which represents a cash sweep investment for the Fund's account,
computed, on the basis of a 360-day year and for the actual number of days such
repurchase transaction is outstanding, at a rate of 0.10% (ten basis points) per
annum on
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<PAGE>
the amount of the purchase price paid by the Fund in such repurchase
transaction;
(5) a charge of $10 for each "free" transfer of funds from the Custody
Account;
(6) an administrative fee for each purchase in the Custody Account of
shares or other interests in a money market or other fund, which purchase
represents a cash sweep investment for the Fund's account, computed for each day
that there is a positive balance in such fund to equal 1/365th of 0.10% (ten
basis points) on the amount of such positive balance for such day; and
(7) a service charge for each holding of Securities or other assets sold by
way of private placement or in such other manner as to require services by
Custodian which in its reasonable judgment are materially in excess of those
ordinarily required for the holding of publicly traded Securities in the United
States.
International Fees. The Fund shall pay Custodian fees for assets
------------------
maintained outside the United States ("Foreign Assets") and charges for
transactions outside the United States (including, without limitation, charges
for funds transfers and tax reclaims) in accordance with such schedule of fees
and charges for each country in which Foreign Assets are held as Custodian shall
from time to time provide to the Fund. Any asset-based fee shall be based upon
the total market value of the applicable Foreign Assets as determined on the
last Business Day of the month for which such fee is charged.
-44-
<PAGE>
Exhibit (8)(q)
CUSTODIAN AGREEMENT SUPPLEMENT
(Boston Partners Bond Fund)
This supplemental agreement is entered into this 1st day of December, 1997
by and between THE RBB FUND, INC. (the "Company") and PNC Bank, National
Association, (the "Custodian Agent").
The Company is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Company and the
Custodian have entered into a Custodian Agreement, dated as of August 16, 1988
(as from time to time amended and supplemented, the "Custodian Agreement"),
pursuant to which the Custodian has undertaken to act as custodian for the
Company with respect to the portfolios of the Fund, as more fully set forth
therein. Certain capitalized terms used without definition in this Custodian
Agreement Supplement have the meaning specified in the Custodian Agreement.
The Fund agrees with the Custodian as follows:
1. Adoption of Custodian Agreement. The Custodian Agreement is hereby
-------------------------------
adopted for the Boston Partners Bond Fund.
2. Compensation. As compensation for the services rendered by the
------------
Custodian during the term of the Custodian Agreement, the Fund will pay to the
Custodian, with respect to Boston Partners Bond Fund, monthly fees as shall be
agreed to from time to time by the Fund and the Custodian.
3. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. PNC BANK, NATIONAL ASSOCIATION
By: Edward J. Roach By: /s/ Robert Perlswig
------------------- ---------------------
Name: Edward J. Roach Name: Robert Perlswig
Title: President and Treasurer Title: Executive Vice President
<PAGE>
Exhibit (9)(aaa)
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(n/i Larger Cap Value Fund)
This supplemental agreement is entered into this 1st day of December,
1997, by and between THE RBB FUND, INC. (the "Fund") and PFPC Inc., a Delaware
corporation (the "Transfer Agent"), which is an indirect, wholly-owned
subsidiary of PNC Bank Corp.
The Fund is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Fund and the
Transfer Agent have entered into a Transfer Agency Agreement, dated as of
November 5, 1991 (as from time to time amended and supplemented, the "Transfer
Agency Agreement"), pursuant to which the Transfer Agent has undertaken to act
as transfer agent, registrar and dividend disbursing agent for the Fund with
respect to the Shares of the Fund, as more fully set forth therein. Certain
capitalized terms used without definition in this Transfer Agency Agreement
Supplement have the meaning specified in the Transfer Agency Agreement.
The Fund agrees with the Transfer Agent as follows:
1. Adoption of Transfer Agency Agreement. The Transfer Agency
-------------------------------------
Agreement is hereby adopted for the n/i Larger Cap Value Fund (the "Fund") Class
of Common Stock (Class XX) of the Fund. This shall constitute a "Class" as
referred to in the Transfer Agency Agreement and its shares shall be "Shares" as
referred to therein.
2. Compensation. As compensation for the services rendered by the
------------
Transfer Agent during the term of the Transfer Agency Agreement, the Fund will
pay to the Transfer Agent, with respect to each Class of the Fund, monthly fees
that shall be agreed to from time to time by the Fund and the Transfer Agent,
for each account open at any time during the month for which payment is being
made, plus certain of the Transfer Agent's expenses relating to such services,
as shall be agreed to from time to time by the Fund and the Transfer Agent.
3. Counterparts. This agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. PFPC INC.
By:/s/ Edward J. Roach By:/s/ Robert Perlswig
--------------------- --------------------
President and Treasurer
-2-
<PAGE>
Exhibit 9(bbb)
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
TERMS AND CONDITIONS
This Agreement is made as of December 1, 1997 by and between THE RBB
FUND, INC., a Maryland corporation (the "Fund"), and PFPC INC., a Delaware
corporation ("PFPC"), which is an indirect wholly owned subsidiary of PNC Bank
Corp.
The Fund is registered as an open-end, non-diversified investment
company under the Investment Company Act of 1940, as amended (the "1940 Act").
The Fund wishes to retain PFPC, to provide administration and accounting
services to its n/i Larger Cap Value Fund (the "Portfolio"), and PFPC wishes to
furnish such services.
In consideration of the promises and mutual covenants herein
contained, the parties agree as follows:
1. Definitions.
-----------
(a) "1933 Act" means the Securities Act of 1933, as amended.
--------
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
--------
(c) "Authorized Person" means any officer of the Fund and any other
-----------------
person, duly authorized by the Fund's Board of Directors, to give Oral and
Written Instructions on behalf of the Fund and listed on the Certificate
attached hereto as Appendix B
<PAGE>
or any amendment thereto as may be received by PFPC from time to time. An
Authorized Person's scope of authority may be limited by the Fund by setting
forth such limitation on the Certificate.
(d) "Book-Entry System" means Federal Reserve Treasury book-entry
-----------------
system for United States and federal agency securities, its successor or
successors, and its nominee or nominees and any book-entry system maintained by
an exchange registered with the SEC under the 1934 Act.
(e) "Oral Instructions" mean oral instructions received by PFPC from
-----------------
an Authorized Person or from a person reasonably believed by PFPC to be an
Authorized Person.
(f) "SEC" means the Securities and Exchange Commission.
---
(g) "Shares" mean the shares of common stock of the Fund representing
------
an interest in the Portfolio.
(h) "Property" means:
--------
(i) any and all securities and other investment items of the
Portfolio which the Fund may from time to time deposit, or
cause to be deposited, with PFPC or which PFPC may from
time to time hold for the Fund on behalf of the Portfolio;
(ii) all income in respect of any of such securities or
other investment items;
(iii) all proceeds of the sale of any of such securities or
investment items; and
(iv) all proceeds of the sale of Shares which are received
by PFPC from time to time, from or on behalf of the
Fund.
(i) "Written Instructions" mean written instructions signed by two
--------------------
Authorized Persons and received by PFPC. The
-2-
<PAGE>
instructions may be delivered by hand, mail, tested telegram, cable, telex or
facsimile sending device.
2. Appointment.
-----------
The Fund hereby appoints PFPC to provide administration and accounting
services to the Portfolio, in accordance with the terms set forth in this
Agreement. PFPC accepts such appointment and agrees to furnish such services.
3. Delivery of Documents.
---------------------
The Fund has provided or, where applicable, will provide PFPC with the
following:
(a) certified or authenticated copies of the resolutions of the
Fund's Board of Directors, approving the appointment of PFPC to
provide services pursuant to this Agreement;
(b) a copy of the Fund's most recent effective registration
statement;
(c) a copy of the Fund's advisory agreement or agreements with
respect to the Portfolio;
(d) a copy of the Fund's distribution agreement or agreements with
respect to the Portfolio;
(e) a copy of any additional administration agreement with respect to
the Portfolio;
(f) copies of any shareholder servicing agreements made in respect of
the Portfolio; and
(g) certified or authenticated copies of any and all amendments or
supplements to the foregoing.
4. Compliance with Government Rules and Regulations. PFPC undertakes to
------------------------------------------------
comply with all applicable requirements of the 1933 Act, the 1934 Act and the
1940 Act, and any laws, rules and regulations of governmental authorities having
jurisdiction with respect to all duties to be performed by PFPC hereunder.
Except
-3-
<PAGE>
as specifically set forth herein, PFPC assumes no responsibility for such
compliance by the Fund.
5. Instructions.
------------
Unless otherwise provided in this Agreement, PFPC shall act only upon
Oral and Written Instructions.
PFPC shall be entitled to rely upon any Oral and Written Instructions
it receives from an Authorized Person (or from a person reasonably believed by
PFPC to be an Authorized Person) pursuant to this Agreement. PFPC may assume
that any Oral or Written Instruction received hereunder is not in any way
inconsistent with the provisions of organizational documents or this Agreement
or of any vote, resolution or proceeding of the Fund's Board of Directors or of
the Fund's shareholders.
The Fund agrees to forward to PFPC Written Instructions confirming
Oral Instructions so that PFPC receives the Written Instructions by the close of
business on the same day that such Oral Instructions are received. The fact
that such confirming Written Instructions are not received by PFPC shall in no
way invalidate the transactions or enforceability of the transactions authorized
by the Oral Instructions. The Fund further agrees that PFPC shall incur no
liability to the Fund in acting upon Oral or Written Instructions provided such
instructions reasonably appear to have been received from an Authorized Person.
-4-
<PAGE>
6. Right to Receive Advice.
-----------------------
(a) Advice of the Fund. If PFPC is in doubt as to any action it
------------------
should or should not take, PFPC may request directions or advice, including Oral
or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any questions
-----------------
of law pertaining to any action it should or should not take, PFPC may request
advice at its own cost from such counsel of its own choosing (who may be counsel
for the Fund, the Fund's advisor or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
------------------
directions, advice or Oral or Written Instructions PFPC receives from the Fund,
and the advice it receives from counsel, PFPC shall be entitled to rely upon and
follow the advice of counsel.
(d) Protection of PFPC. PFPC shall be protected in any action it
------------------
takes or does not take in reliance upon directions, advice or Oral or Written
Instructions it receives from the Fund or from counsel and which PFPC believes,
in good faith, to be consistent with those directions, advice and Oral or
Written Instructions.
Nothing in this paragraph shall be construed so as to impose an
obligation upon PFPC (i) to seek such directions, advice or Oral or Written
Instructions, or (ii) to act in accordance with such directions, advice or Oral
or Written Instructions unless, under the terms of other provisions of this
-5-
<PAGE>
Agreement, the same is a condition of PFPC's properly taking or not taking such
action.
7. Records.
-------
The books and records pertaining to the Fund, which are in the
possession of PFPC, shall be the property of the Fund. Such books and records
shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. The Fund and Authorized
Persons shall have access to such books and records at all times during PFPC's
normal business hours. Upon the reasonable request of the Fund, copies of any
such books and records shall be provided by PFPC to the Fund or to an Authorized
Person at the Fund's expense to be paid from the assets of the Portfolio.
PFPC shall keep the following records:
(a) all books and records with respect to the Portfolio's books of
account;
(b) records of the Portfolio's securities transactions;
(c) all other books and records as PFPC is required to maintain
pursuant to Rule 31a-1 of the 1940 Act and as specifically set
forth in Appendix B hereto.
8. Confidentiality.
---------------
PFPC agrees to keep confidential all records of the Fund and
information relative to the Fund and its shareholders (past, present
and potential), unless the release of such records or information is
otherwise consented to, in writing, by the Fund. The Fund agrees that
such consent shall not be unreasonably withheld.
-6-
<PAGE>
The Fund further agrees that, should PFPC be required to provide such
information or records to duly constituted authorities (who may
institute civil or criminal contempt proceedings for failure to
comply), PFPC shall not be required to seek the Fund's consent prior
to disclosing such information.
9. Liaison with Accountants.
------------------------
PFPC shall act as liaison with the Fund's independent public
accountants and shall provide account analyses, fiscal year summaries, and other
audit-related schedules, all with respect to the Portfolio. PFPC shall take all
reasonable action in the performance of its obligations under this Agreement to
assure that the necessary information is made available to such accountants for
the expression of their opinion, as such may be required by the Fund from time
to time.
10. Disaster Recovery.
-----------------
PFPC shall enter into and shall maintain in effect with appropriate
parties one or more agreements making reasonable provision of emergency use of
electronic data processing equipment to the extent appropriate equipment is
available. In the event of equipment failures, PFPC shall, at no additional
expense to the Fund, take reasonable steps to minimize service interruptions but
shall have no liability with respect thereto.
-7-
<PAGE>
11. Compensation.
------------
As compensation for services rendered by PFPC during the term of this
Agreement, the Fund will pay to PFPC from the assets of the Portfolio a fee or
fees as may be agreed to in writing by the Fund and PFPC.
12. Indemnification.
---------------
The Fund agrees to indemnify and hold harmless PFPC and its nominees
from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under the 1933 Act, the 1934
Act and the 1940 Act, and any state and foreign securities and blue sky laws,
and amendments thereto, and expenses, including (without limitation) attorneys'
fees and disbursements, arising directly or indirectly from any action which
PFPC takes or does not take (i) at the request or on the direction of or in
reliance on the advice of the Fund or (ii) upon Oral or Written Instructions.
Neither PFPC, nor any of its nominees, shall be indemnified against any
liability to the Fund or to its shareholders (or any expenses incident to such
liability) arising out of PFPC's own willful misfeasance, gross negligence or
reckless disregard of its duties and obligations under this Agreement.
13. Responsibility of PFPC.
----------------------
PFPC shall be under no duty to take any action on behalf of the Fund
except as specifically set forth herein or as may be specifically agreed to by
PFPC in writing. PFPC shall be obligated to exercise care and diligence in the
performance of
-8-
<PAGE>
its duties hereunder, to act in good faith and to use its best efforts, within
reasonable limits, in performing services provided for under this Agreement.
PFPC shall be responsible for failure to perform its duties under this Agreement
arising out of PFPC's gross negligence. Notwithstanding the foregoing, PFPC
shall not be responsible for losses beyond its control, provided that PFPC has
acted in accordance with the standard of care set forth above; and provided
further that PFPC shall only be responsible for that portion of losses or
damages suffered by the fund that are attributable to the gross negligence of
PFPC.
Without limiting the generality of the foregoing or of any other
provision of this Agreement, PFPC, in connection with its duties under this
Agreement, shall not be liable for (a) the validity or invalidity or authority
or lack thereof of any Oral or Written Instruction, notice or other instrument
which conforms to the applicable requirements of this Agreement, and which PFPC
reasonably believes to be genuine; or (b) delays or errors or loss of data
occurring by reason of circumstances beyond PFPC's control, including acts of
civil or military authority, national emergencies, labor difficulties, fire,
flood or catastrophe, acts of God, insurrection, war, riots or failure of the
mails, transportation, communication or power supply.
Notwithstanding anything in this Agreement to the contrary, PFPC shall
have no liability to the Fund for any consequential, special or indirect losses
or damages which the Fund may incur or suffer by or as a consequence of PFPC's
-9-
<PAGE>
performance of the services provided hereunder, whether or not the likelihood of
such losses or damages was known by PFPC.
14. Description of Accounting Services on a Continuing Basis.
-------------------------------------------------- -----
PFPC will perform the following accounting functions with respect to
the Portfolio if required:
(i) Journalize investment, capital share and income and
expense activities;
(ii) verify investment buy/sell trade tickets when
received from the investment advisor (the "Advisor")
and transmit trades to the Fund's foreign custodian
(the "Custodian") for proper settlement;
(iii) Maintain individual ledgers for investment
securities;
(iv) Maintain historical tax lots for each security;
(v) Reconcile cash and investment balances with the
Custodian, and provide the Advisor with the beginning
cash balance available for investment purposes;
(vi) Update the cash availability throughout the day as
required by the Advisor;
(vii) Post to and prepare the Statement of Assets and
Liabilities and the Statement of Operations;
(viii) Calculate various contractual expenses (e.g.,
-----
advisory and custody fees);
(ix) Monitor the expense accruals and notify an officer of
the Fund of any proposed adjustments;
(x) Control all disbursements and authorize such
disbursements upon Written Instructions;
(xi) Calculate capital gains and losses;
-10-
<PAGE>
(xii) Determine net income;
(xiii) Obtain security market quotes from independent
pricing services approved by the Advisor, or if such
quotes are unavailable, then obtain such prices from
Advisor, and in either case calculate the market
value of the investments;
(xiv) Transmit or mail a copy of the daily portfolio
valuation to the Advisor;
(xv) Compute net asset value;
(xvi) As appropriate, compute yields, total return, expense
ratios, portfolio turnover rate, and, if required,
portfolio average dollar-weighted maturity; and
(xvii) Prepare a monthly financial statement, which will
include the following items:
Schedule of Investments
Statement of Assets and Liabilities Statement of
Operations
Cash Statement
Schedule of Capital Gains and Losses.
15. Description of Administration Services on a Continuing Basis.
------------------------------------------------------------
PFPC will perform the following administration services with respect
to the Portfolio:
(i) Prepare quarterly broker security transactions
summaries;
(ii) Prepare monthly security transaction listings;
(iii) (a) Assist in the preparation of support schedules
necessary for completion of federal and state tax
returns; or (b) prepare for execution and file the
Fund's Federal and state tax returns;
(iv) (a) Assist in the preparation of Semi-Annual Reports
with the SEC on Form
-11-
<PAGE>
N-SAR; or (b) prepare and file the Fund's Semi-Annual
Reports with the SEC on Form N-SAR.
(v) (a) Assist in the preparation of annual, semi-annual,
and quarterly shareholder reports; or (b) prepare and
file with the SEC the Fund's annual, semi-annual, and
quarterly shareholder reports;
(vi) Assist with the preparation of registration
statements and other filings relating to the
registration of Shares;
(vii) Monitor the Portfolio's status as a regulated
investment company under SubChapter M of the Internal
Revenue Code of 1986, as amended; and
(viii) Coordinate contractual relationships and
communications between the Fund and its service
providers.
16. Duration and Termination.
------------------------
This Agreement shall continue until terminated by the Fund or by PFPC
on sixty (60) days' prior written notice to the other party.
17. Notices.
-------
All notices and other communications, including written Instructions,
shall be in writing or by confiding telegram, cable, telex or facsimile sending
device. If notice is sent by confirming telegram, cable, telex or facsimile
sending device, it shall be deemed to have been given immediately. If notice is
sent by first-class mail, it shall be deemed to have been given three days after
it has been mailed. If notice is sent by messenger, it shall be deemed to have
been given on the day it is delivered. Notices shall be addressed (a) if to
PFPC at PFPC's
-12-
<PAGE>
address, 103 Bellevue Parkway, Wilmington, Delaware 19809; (b) if to the Fund,
at the address of the Fund; or (c) if to neither of the foregoing, at such other
address as shall have been notified to the sender of any such Notice or other
communication.
18. Amendments.
----------
This Agreement, or any term thereof, may be changed or waived only by
written amendment, signed by the party against whom enforcement of such change
or waiver is sought.
19. Delegation.
----------
PFPC may assign its rights and delegate its duties hereunder to any
wholly owned direct or indirect subsidiary of Provident National Bank or PNC
Financial Corp, provided that (i) PFPC gives the Fund thirty (30) days' prior
written notice; (ii) the delegate agrees with PFPC to comply with all relevant
provisions of the 1940 Act; and (iii) PFPC and such delegate promptly provide
such information as the Fund may request, and respond to such questions as the
Fund may ask, relative to the delegation, including (without limitation) the
capabilities of the delegate.
20. Counterparts.
------------
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
-13-
<PAGE>
21. Further Actions.
---------------
Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.
22. Miscellaneous.
-------------
This Agreement embodies the entire agreement and understanding between
the parties and supersedes all prior agreements and understandings relating to
the subject matter hereof, provided that the parties may embody in one or more
separate documents their agreement, if any, with respect to delegated and/or
Oral Instructions.
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction
or effect.
This Agreement shall be deemed to be a contract made in Delaware and
governed by Delaware law. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall
-14-
<PAGE>
not be affected thereby. This Agreement shall be binding and shall inure to the
benefit of the parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below on the day and year first above
written.
PFPC INC.
By: /s/ Stephen Wynne
----------------------------------
Executive Vice President
THE RBB FUND, INC.
By: /s/ Edward J. Roach
----------------------------------
President and Treasurer
-15-
<PAGE>
APPENDIX A
----------
[List Books and Records to be
-----------------------------
Maintained by PFPC]
-------------------
-16-
<PAGE>
APPENDIX B
----------
Authorized Persons
- ------------------------------------ ----------------------------------
(name) (signature)
- ------------------------------------ ----------------------------------
(name) (signature)
- ------------------------------------ ----------------------------------
(name) (signature)
- ------------------------------------ ----------------------------------
(name) (signature)
- ------------------------------------ ----------------------------------
(name) (signature)
- ------------------------------------ ----------------------------------
(name) (signature)
-17-
<PAGE>
Exhibit (9)(ccc)
CO-ADMINISTRATION AGREEMENT
CO-ADMINISTRATION AGREEMENT, made as of the 1st day of December, 1997
between The Numeric Family of The RBB Fund, Inc., a Maryland corporation (the
"Fund") and Bear Stearns Funds Management Inc., a New York corporation (the "Co-
Administrator").
WITNESSETH:
-----------
WHEREAS, the Fund, consisting of the series named on Schedule 1, hereto, as
such Schedule may be revised from time to time (each a "Series"), is a
diversified open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "Investment Company Act"); and
WHEREAS, the Fund has retained an investment adviser for the purpose of
investing its assets in securities and desires to retain the Co-Administrator
for certain administrative services, and the Co-Administrator is willing to
furnish such administrative services on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, the parties hereto agree as follows:
<PAGE>
1. Appointment. The Fund hereby appoints the Co-Administrator to provide
-----------
the services set forth below, subject to the overall super-vision of the Board
of Directors of the Fund (the "Board") for the period and on the terms set forth
in this Agreement. The Co-Administrator hereby accepts such appointment and
agrees during such period to render the services herein described and to assume
the obligations herein set forth; for the compensation herein provided.
2. Description of Services. Subject to the supervision of the Board and
-----------------------
the officers of the Fund, the Co-Administrator shall provide office facilities
and personnel to assist the officers of the Fund in the performance of the
following services:
(a) Review of all materials filed with the Securities and Exchange
Commission ("SEC") on behalf of the Fund (e.g., N-SAR, amendments to
registration statements on Form N-IA, periodic reports to shareholders, proxy
statements, etc.) and monitor EDGAR filing of the same;
(b) Assist in the negotiation of fees for services rendered to the
Series;
(c) Assist both the Adviser and the Series in the preparation of
materials for periodic Board meetings and committees thereof;
-2-
<PAGE>
(d) Oversee the determination and publication of each Series' net
asset value in accordance with each Series' policy as adopted from time to time
by the Board;
(e) Oversee the maintenance by PFPC Inc. of certain books and
records of each Series as required under the Investment Company Act of 1940, as
amended (the "Investment Company Act"), and maintain (or oversee the maintenance
by such other persons as approved by the Board) such other books and records
(other than those maintained by the investment adviser) required by law or for
the proper operation of each Series;
(f) Assist in the preparation and review of each Series' federal,
state and local income tax returns and any other required tax return (other than
those filings relating to a shareholder's holdings in each Series, which will be
handled by PFPC Inc., in the capacity of transfer agent);
(g) Assist in the preparation and review of year-end shareholder tax
notifications for dividends and distributions paid by each Series during the
calendar and/or fiscal year;
(h) Assist with the preparation, review and approval by officers of
the Fund and the Adviser, the financial information for each Series' semi-
annual, annual and other periodic reports, proxy statements and other
communications with shareholders or
-3-
<PAGE>
otherwise to be sent to each Series' shareholders, and coordinate for the
printing and dissemination of such reports and communications to shareholders;
(i) Assist with the preparation and dissemination of statistical
information and research data to outside reporting agencies;
(j) Prepare and/or assist with the preparation of reports relating
to the business and affairs of the Fund as may be mutually agreed upon and not
otherwise appropriately prepared by the Fund Adviser, custodian, Co-
Administrator and accounting agent, transfer agent, legal counsel or independent
accountants;
(k) Consult with the Fund's officers, independent accountants, legal
counsel, custodian, Co-Administrator and accounting agent, and transfer and
dividend disbursing agent in establishing the accounting policies of each
Series;
(l) Review and assist with the computation of the amount of
dividends and distributions to be paid by each Series;
(m) Provide communication and coordination services with regard to
the Fund's investment adviser, transfer and disbursing agent, custodian and
other service providers that render recordkeeping or shareholder communication
services to the Fund; and
(n) Develop and implement procedures to assist the Adviser in
monitoring, on a monthly basis, the Series' compliance with regulatory
requirements, specifically compliance with the Fund's prospectus,
diversification and other requirements under the Investment Company Act, and
each Series' income diversification requirements under Subchapter
-4-
<PAGE>
of the Internal Revenue Code of 1986, as amended.
All services are to be furnished through the medium of any directors,
officers or employees of the Co-Administrator as the Co-Administrator deems
appropriate in order to fulfill its obligations hereunder.
Each party shall bear all its own expenses incurred in connection with this
Agreement, except as noted below.
3. Compensation. The Fund will pay the Co-Administrator a monthly fee
------------
calculated at the annual rate of 0.05% of the first $150 million of each Series'
average daily net assets and 0.02% on all assets above $150 million of each
Series' average daily net assets. Average daily net assets are based on the net
asset value on each day the New York Stock Exchange is open for business. In
addition to the fee, the Fund, on behalf of each Series, may be required to
reimburse to the Co-Administrator all out-of-pocket expenses incurred by the Co-
Administrator for attendance at any meeting (outside of the New York
metropolitan area) of the Board, or any committees of such Board, or at any
other meetings or presentations for which the Co-Administrator is required to
attend.
-5-
<PAGE>
4. Responsibility of the Co-Administrator. The Co-Administrator assumes
--------------------------------------
no responsibility under this Agreement other than to render the services called
for hereunder, and specifically assumes no responsibilities for investment
advice or the investment or reinvestment of the Fund's assets.
5. Indemnification. The Co-Administrator shall not be liable to the Fund
---------------
for any action taken or omitted to be taken by the Co-Administrator in
connection with the performance of any of its duties or obligations under this
Agreement, and the Fund shall indemnify the Co-Administrator and hold it
harmless from and against all damages, liabilities, costs and expenses
(including reasonable attorneys' fees and amounts reasonably paid in settlement)
incurred by the Co-Administrator in or by reason of any pending, threatened or
completed action, suit, investigation or other proceeding (including an action
or suit by or in the right of the Fund or its security shareholders) arising out
of or otherwise based upon any action actually or allegedly taken or omitted to
be taken by the Co-Administrator in connection with the performance of any of
its duties or obligations under this Agreement; provided, however, that nothing
contained herein shall protect or be deemed to protect the Co-Administrator
against or entitle or be deemed to entitle the Co-Administrator to
indemnification in respect of any liability to the Fund or its security holders
to which the Co-Administrator would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of its reckless disregard of its duties and obligations under this
Agreement.
-6-
<PAGE>
6. Duration and Termination. This Agreement shall become effective as of
------------------------
the date hereof and shall thereafter continue in effect unless terminated as
herein provided. This Agreement may be terminated by either party hereto
(without penalty) at any time by giving not less than 60 days' prior written
notice to the other party hereto.
7. Services to Others. The services of the Co-Administrator to the Fund
------------------
hereunder are not exclusive and nothing in this Agreement shall limit or
restrict the right of the Co-Administrator to engage in any other business or to
render services of any kind to any other corporation, firm, individual or
association. The Co-Administrator shall be deemed to be an independent
contractor, unless otherwise expressly provided or authorized by this Agreement.
8. References to the Co-Administrator. During the term of this
----------------------------------
Agreement, the Fund agrees to furnish the Co-Administrator at the principal
office of the Co-Administrator prior to use thereof all prospectuses, proxy
statements, reports to shareholders, sales literature, or other material
prepared for distribution to shareholders of the Fund or the public that refer
in any way to the Co-Administrator. If the Co-Administrator reasonably objects
in writing to such references within five business days (or such other time as
may be mutually agreed) after receipt thereof, the Fund will modify such
references in a manner reasonably satisfactory to the Co-Administrator. In the
event of termination of this Agreement, the Fund will continue to furnish to the
Co-Administrator copies of any of the above-mentioned materials that refer in
any way to the Co-Administrator and, as soon as
-7-
<PAGE>
practicable after such termination, shall eliminate all references to the Co-
Administrator in all written materials used thereafter. The Fund shall furnish
or otherwise make available to the Co-Administrator such other information
relating to the business affairs of the Fund as the Co-Administrator at any
time, or from time to time, reasonably requests in order to discharge its
obligations hereunder.
9. Amendments. This Agreement may be amended only by mutual written
----------
consent.
10. Notices. Any notice or other communication required to be given
-------
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Co-Administrator at 245 Park
Avenue, 15th floor, New York, New York 10167, Attention: Frank J. Maresca,
Executive Vice President or (2) to the Fund at 400 Bellevue Parkway, Wilmington,
DE 19809, Attention: Edward Roach, President.
11. Entire Agreement. This Agreement sets forth the entire agreement and
----------------
understanding of the parties hereto solely with respect to the matters covered
hereby and the relationship between the Fund and Bear Stearns Funds Management
Inc. as Co-Administrator. The Co-Administrator Agreement by and between the Fund
and the Co-Administrator dated as of May 31, 1996 is hereby terminated and shall
have no further force or effect as of the date hereof. Nothing in this Agreement
shall govern, restrict or limit in any respect any other business dealings
between the parties hereto unless otherwise expressly provided herein.
-8-
<PAGE>
12. Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the State of New York without reference to choice of
law principles thereof and in accordance with the Investment Company Act. In
the case of any conflict the Investment Company Act shall control.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
THE NUMERIC FAMILY
of
THE RBB FUND, INC.
By: /s/ Edward J. Roach
--------------------------
Name: Eadward J. Roach
Title: President and Treasurer
BEAR STEARNS FUNDS
MANAGEMENT INC.
By: /s/ Frank J. Maresca
--------------------------
Name: Frank J. Maresca
Title: Executive Vice President
-9-
<PAGE>
Schedule I
The Numeric Family
------------------
n/i Micro Cap Fund
n/i Growth Fund
n/i Growth & Value Fund
n/i Larger Cap Fund
<PAGE>
Exhibit 9(ddd)
ADMINISTRATIVE SERVICES AGREEMENT
---------------------------------
This Agreement is made as of the 1st day of December, 1997, by and between
THE RBB FUND, INC., a Maryland corporation (the "Fund"), on behalf of its n/i
Larger Cap Value Fund ( the "Portfolio") and COUNSELLORS FUNDS SERVICE, INC.
("Counsellors"), a Delaware corporation.
W I T N E S S E T H
WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund wishes to retain Counsellors to provide certain
administrative services to the Portfolio, and Counsellors is willing to furnish
such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints Counsellors to provide certain
-----------
administrative services to the Portfolio for the period and on the terms set
forth in this Agreement. Counsellors accepts such appointment and agrees to
furnish the services herein set forth in return for the compensation as provided
in Paragraph 6 of this Agreement. Counsellors agrees to comply with all relevant
provisions of the Securities Act of 1933, as
<PAGE>
amended, the Securities Exchange Act of 1934, as amended, and 1940 Act and
applicable rules and regulations thereunder.
2. Services on a Continuing Basis. Subject to the supervision and
------------------------------
direction of the Board of Directors of the Fund, Counsellors undertakes to
perform the following administrative services for the Portfolio:
(a) Making available office facilities, as requested by the Fund, (which
may be in the offices of Counsellors or a corporate affiliate);
(b) Furnishing data processing services, clerical services and certain
internal quasi-legal, executive and administrative services;
(c) Furnish an 800 telephone line for shareholder inquires and otherwise
assist in the preparation of shareholder communications and notices as requested
by the Fund or the investment adviser to the Portfolio (the "Investment
Adviser").
(d) Assisting in coordinating the preparation of reports to the Portfolio's
shareholders of record and the Securities and Exchange Commission (the "SEC")
including, but not limited to, proxy statements; annual, semi-annual and
quarterly reports to Shareholders; annual and semi-annual reports on Form N-SAR;
and post-effective amendments to the Fund's Registration Statement on Form N-1A
(the "Registration Statement");
(e) Assisting the Investment Adviser, at the Investment Adviser's request,
in monitoring and developing compliance procedures which will include, among
other matters,
-2-
<PAGE>
procedures to assist the Investment Adviser in monitoring compliance with the
Portfolio's investment objective, policies, restrictions, tax matters and
applicable laws and regulations; and
(f) Acting as liaison between the Fund and the Fund's independent
public accountants, counsel, custodian or custodians, transfer agent and
administrator and taking all reasonable action in the performance of its
obligations under this Agreement to assure that all necessary information is
made available to each of them.
In performing all services under this Agreement, Counsellors shall act in
conformity with applicable law, the Fund's Articles of Incorporation and By-
Laws, and all amendments thereto, and the Portfolio's investment objective,
investment policies and other practices and policies set forth in the Fund's
Registration Statement, as such Registration Statement and practices and
policies may be amended from time to time.
3. Books and Records. In connection with the services provided under this
-----------------
Agreement, Counsellors shall maintain such books and records, as required by the
Fund, of the Fund's reports or filings with the Portfolio's shareholders, the
SEC authorities and other required reports and documents prepared, filed or
distributed on behalf of the Fund.
The books and records pertaining to the Fund or any Portfolio that are in
the possession of Counsellors shall be the property of the Fund. Such books and
records shall be prepared
-3-
<PAGE>
and maintained as required by the 1940 Act and other applicable securities laws
and rules and regulations. The Fund, or the Fund's authorized representatives,
shall have access to such books and records at all times during Counsellors'
normal business hours. Upon the reasonable request of the Fund, copies of any
such books and records shall be provided by Counsellors to the Fund or the
Fund's authorized representative at the Fund's expense.
4. Confidentiality. Counsellors agrees on behalf of itself and its
---------------
employees to treat confidentially all records and other information relative to
the Fund or any Portfolio and its prior, present or potential shareholders and
relative to the Investment Adviser and its prior, present or potential
customers, except, after prior notification to and approval in writing by the
Fund, which approval shall not be unreasonably withheld and may not be withheld
where Counsellors may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Fund.
5. Right to Receive Advice.
-----------------------
(a) Advice of Fund. If Counsellors is in doubt as to any action to be
--------------
taken or omitted by it, it may request, and shall receive, directions or advice
from the Fund.
(b) Advice of Counsel. If Counsellors is in doubt as to any question
-----------------
of law involved in any action to be taken or omitted by Counsellors, it may
request advice at its own cost
-4-
<PAGE>
from counsel of its own choosing (who may be counsel for the Investment Adviser,
the Fund or Counsellors, at the option of Counsellors).
(c) Conflicting Advice. In case of conflict between directions or
advice received by Counsellors pursuant to subsection (a) of this paragraph and
advice received by Counsellors pursuant to subsection (b) of this paragraph,
Counsellors shall be entitled to rely on and follow the advice received pursuant
to the latter provision alone.
(d) Protection of Counsellors. Counsellors shall be protected in any
-------------------------
action or inaction which it takes in reliance on any directions or advice
received pursuant to subsections (a) or (b) of this paragraph which Counsellors,
after receipt of any such directions or advice in good faith believes to be
consistent with such directions or advice. However, nothing in this paragraph
shall be construed as imposing upon Counsellors any obligation (i) to seek such
directions or advice or (ii) to act in accordance with such directions or advice
when received. Nothing in this subsection shall excuse Counsellors when an
action or omission on the part of Counsellors constitutes willful misfeasance,
bad faith, negligence or reckless disregard by Counsellors of its duties under
this Agreement.
6. Compensation. In consideration of services rendered pursuant to this
------------
Agreement, the Fund will pay Counsellors on the first business day of each month
a fee for the previous month, calculated daily. The Fund will also reimburse
Counsellors for
-5-
<PAGE>
its out-of-pocket expenses incurred on behalf of the Fund, including but not
limited to, postage, telephone, telex and Federal Express charges. The annual
fee shall be .15% of the Portfolio's average daily net assets exclusive of out-
of-pocket expenses. Upon any termination of this Agreement before the end of
any month, the fee for such part of a month shall be prorated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement. For the purpose of
determining fees payable to Counsellors, the value of the Portfolio's net assets
shall be computed at the times and in the manner specified in the Fund's
Prospectus and Statement of Additional Information as from time to time in
effect. The annual fee paid to Counsellors hereunder may be amended upon terms
as may be specifically agreed to in writing from time to time by the Fund and
Counsellors.
7. Indemnification. The Fund agrees to indemnify and hold harmless
---------------
Counsellors and its nominees from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation, liabilities arising under
federal securities and commodities laws and any state and foreign securities and
Blue Sky laws, all as or to be amended from time to time) and expenses,
including (without limitation) attorneys' fees and disbursements, arising
directly or indirectly from any action or thing which Counsellors takes or does
or omits to take or do pursuant to the terms of this Agreement or otherwise at
the request or on the direction of or in reliance on the advice of
-6-
<PAGE>
the Fund, provided, that neither Counsellors nor any of its nominees shall be
indemnified against any liability to the Fund or to its Shareholders (or any
expenses incident to such liability) arising out of Counsellors' own willful
misfeasance, bad faith, negligence or reckless disregard of its duties and
obligations under this Agreement.
8. Responsibility of Counsellors. Counsellors shall be under no duty to
-----------------------------
take any action on behalf of the Fund, except as specifically set forth herein
or as may be specifically agreed to by Counsellors in writing. In the
performance of its duties hereunder, Counsellors shall be obligated to exercise
care and diligence and to act in good faith and to use its best efforts within
reasonable limits in performing services provided for under this Agreement.
Counsellors shall be responsible for its own negligent failure to perform
its duties under this Agreement. Without limiting the generality of the
foregoing or of any other provision of this Agreement, Counsellors in connection
with its duties under this Agreement shall not be under any duty or obligation
to inquire into and shall not be liable for or in respect of (a) the validity or
invalidity or authority or lack thereof of any notice or other instrument which
conforms to the applicable requirements of this Agreement, and which Counsellors
reasonably believes to be genuine; or (b) delays or errors or loss of data
occurring by reason of circumstances beyond Counsellors' control, including acts
of civil or military
-7-
<PAGE>
authority, national emergencies, labor difficulties, fire, mechanical breakdown,
flood or catastrophe, acts of God, insurrection, war, riots or failure of the
mails, transportation, communication or power supply.
9. Duration and Termination. This Agreement shall continue until
------------------------
terminated by the Fund or Counsellors on 60 days' written notice.
10. Notices. All notices and other communications hereunder (collectively
-------
referred to as "Notice" or "Notices" in this Paragraph), shall be in writing or
by confirming telegram, Cable, telex or facsimile sending device. Notices shall
be addressed (a) if to Counsellors at Counsellors' address, 466 Lexington
Avenue, New York, New York 10017; (b) if to the Fund, at the address of the
Fund; or (c) if to neither of the foregoing, at such other address as shall have
been notified to the sender of any such Notice or other communication. If the
location of the sender of a Notice or other communication and the address of the
addressee thereof are, at the time of sending more than 100 miles apart, the
Notice may be mailed, in which case it shall be deemed to have been given three
days after it is sent, or if sent by confirming telegram, cable, telex, or
facsimile sending device charges arising from the sending of a Notice hereunder
shall be paid by the sender.
11. Further Actions. Each party agrees to perform such further acts and
---------------
execute such further documents as are necessary to effectuate the purposes
hereof.
-8-
<PAGE>
12. Amendments. This Agreement or any part hereof may be changed or
----------
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
13. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
14. Miscellaneous. This Agreement embodies the entire agreement and
-------------
understanding between the parties thereto, and supersedes all prior agreements
and understandings, relating to the subject matter hereof. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. This Agreement shall be deemed to be a contract made in New York and
governed by New York law. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be binding
and shall inure to the benefit of the parties hereto and their respective
successors.
-9-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.
THE RBB FUND, INC.
By:/s/ Edward J. Roach
-----------------------
Title: President and Treasurer
COUNSELLORS FUNDS SERVICE, INC.
By:/s/ Eugene Grace
------------------------
Title:
-10-
<PAGE>
Exhibit (9)(eee)
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Boston Partners Bond Fund)
(Institutional Class)
This supplemental agreement is entered into this 1st day of December, 1997
by and between THE RBB FUND, INC. (the "Company") and PFPC Inc., a Delaware
corporation (the "Transfer Agent"), which is an indirect, wholly-owned
subsidiary of PNC Bank Corp.
The Company is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Company and the
Transfer Agent have entered into a Transfer Agency Agreement, dated as of
November 5, 1991 (as from time to time amended and supplemented, the "Transfer
Agency Agreement"), pursuant to which the Transfer Agent has undertaken to act
as transfer agent, registrar and dividend disbursing agent for the Company with
respect to the Shares of the Company, as more fully set forth therein. Certain
capitalized terms used without definition in this Transfer Agency Agreement
Supplement have the meaning specified in the Transfer Agency Agreement.
The Fund agrees with the Transfer Agent as follows:
1. Adoption of Transfer Agency Agreement. The Transfer Agency Agreement
-------------------------------------
is hereby adopted for the Boston Partners Bond Fund (the "Fund") Institutional
Class of Common Stock (Class VV) of the Fund.
2. Compensation. As compensation for the services rendered by the
------------
Transfer Agent during the term of the Transfer Agency Agreement, the Fund will
pay to the Transfer Agent, with respect to such Class of the Fund, monthly fees
that shall be agreed to from time to time by the Company and the Transfer Agent,
for each account open at any time during the month for which payment is being
made, plus certain of the Transfer Agent's expenses relating to such services.
3. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. PFPC INC.
By: /s/Edward J. Roach By: /s/ Robert Perlswig
-------------------- ----------------------
Name: Edward J. Roach Name: Robert Perlswig
Title: President and Treasurer Title: Executive Vice President
<PAGE>
Exhibit (9)(fff)
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Boston Partners Bond Fund)
(Investor Class)
This supplemental agreement is entered into this 1st day of December, 1997
by and between THE RBB FUND, INC. (the "Company") and PFPC Inc., a Delaware
corporation (the "Transfer Agent"), which is an indirect, wholly-owned
subsidiary of PNC Bank Corp.
The Company is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Company and the
Transfer Agent have entered into a Transfer Agency Agreement, dated as of
November 5, 1991 (as from time to time amended and supplemented, the "Transfer
Agency Agreement"), pursuant to which the Transfer Agent has undertaken to act
as transfer agent, registrar and dividend disbursing agent for the Company with
respect to the Shares of the Company, as more fully set forth therein. Certain
capitalized terms used without definition in this Transfer Agency Agreement
Supplement have the meaning specified in the Transfer Agency Agreement.
The Fund agrees with the Transfer Agent as follows:
1. Adoption of Transfer Agency Agreement. The Transfer Agency Agreement
-------------------------------------
is hereby adopted for the Boston Partners Bond Fund (the "Fund") Investor Class
of Common Stock (Class WW) of the Fund.
2. Compensation. As compensation for the services rendered by the
------------
Transfer Agent during the term of the Transfer Agency Agreement, the Fund will
pay to the Transfer Agent, with respect to such Class of the Fund, monthly fees
that shall be agreed to from time to time by the Company and the Transfer Agent,
for each account open at any time during the month for which payment is being
made, plus certain of the Transfer Agent's expenses relating to such services.
3. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. PFPC INC.
By: /s/ Edward J. Roach By: /s/ Robert Perlswig
------------------------------- ------------------------------
Name:Edward J. Roach Name: Robert Perlswig
Title: President and Treasurer Title: Executive Vice President
<PAGE>
Exhibit (9)(ggg)
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
TERMS AND CONDITIONS
This Agreement is made as of December 1, 1997 by and between THE RBB
FUND, INC., a Maryland corporation (the "Fund"), and PFPC INC., a Delaware
corporation ("PFPC"), which is an indirect wholly-owned subsidiary of PNC Bank
Corp.
The Fund is registered as an open-end, non-diversified investment
company under the Investment Company Act of 1940, as amended (the "1940 Act").
The Fund wishes to retain PFPC to provide administration and accounting services
to its Boston Partners Bond Fund (the "Portfolio"), and PFPC wishes to furnish
such services.
In consideration of the promises and mutual covenants herein
contained, the parties agree as follows:
1. Definitions.
-----------
(a) "1933 Act" means the Securities Act of 1933, as amended.
----------
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
----------
(c) "Authorized Person" means any officer of the Fund and any other
-------------------
person, duly authorized by the Fund's Board of Directors, to give
Oral and Written Instructions on behalf of the Fund and listed on
the Certificate attached hereto as Appendix B or any amendment
thereto as may be received by PFPC from time to
1
<PAGE>
time. An Authorized Person's scope of authority may be limited by the Fund by
setting forth such limitation on the Certificate.
(d) "Book-Entry System" means Federal Reserve Treasury book-entry
-------------------
system for United States and federal agency securities, its successor or
successors, and its nominee or nominees and any book-entry system
maintained by an exchange registered with the SEC under the 1934 Act.
(e) "Oral Instructions" mean oral instructions received by PFPC from
-------------------
an Authorized Person or from a person reasonably believed by PFPC to be an
Authorized Person.
(f) "SEC" means the Securities and Exchange Commission.
-----
(g) "Shares" mean the shares of common stock of the Fund representing
--------
an interest in the Portfolio.
(h) "Property" means:
----------
(i) any and all securities and other investment items of the
Portfolio which the Fund may from time to time deposit, or
cause to be deposited, with PFPC or which PFPC may from
time to time hold for the Fund on behalf of the Portfolio;
(ii) all income in respect of any of such securities or other
investment items;
(iii) all proceeds of the sale of any of such securities or
investment items; and
(iv) all proceeds of the sale of Shares which are received by
PFPC from time to time, from or on behalf of the Fund.
(i) "Written Instructions" mean written instructions signed by two
----------------------
Authorized Persons and received by PFPC. The
2
<PAGE>
instructions may be delivered by hand, mail, tested telegram, cable, telex or
facsimile sending device.
2. Appointment. The Fund hereby appoints PFPC to provide administration
-----------
and accounting services to the Portfolio, in accordance with the terms set forth
in this Agreement. PFPC accepts such appointment and agrees to furnish such
services.
3. Delivery of Documents.
---------------------
The Fund has provided or, where applicable, will
provide PFPC with the following:
(a) certified or authenticated copies of the resolutions of the
Fund's Board of Directors, approving the appointment of PFPC to
provide services pursuant to this Agreement;
(b) a copy of the Fund's most recent effective registration
statement;
(c) a copy of the Fund's advisory agreement or agreements with
respect to the Portfolio;
(d) a copy of the Fund's distribution agreement or agreements with
respect to the Portfolio;
(e) a copy of any additional administration agreement with respect to
the Portfolio;
(f) copies of any shareholder servicing agreements made in respect of
the Portfolio; and
(g) certified or authenticated copies of any and all amendments or
supplements to the foregoing.
4. Compliance with Government Rules and Regulations. PFPC undertakes
------------------------------------------------
to comply with all applicable requirements of the 1933 Act, the 1934 Act and the
1940 Act, and any laws, rules and regulations of governmental authorities having
jurisdiction with respect to all duties to be performed by
3
<PAGE>
PFPC hereunder. Except as specifically set forth herein, PFPC assumes no
responsibility for such compliance by the Fund.
5. Instructions.
------------
Unless otherwise provided in this Agreement, PFPC shall act only upon
oral and Written Instructions.
PFPC shall be entitled to rely upon any Oral and Written Instructions
it receives from an Authorized Person (or from a person reasonably believed by
PFPC to be an Authorized Person) pursuant to this Agreement. PFPC may assume
that any Oral or Written Instruction received hereunder is not in any way
inconsistent with the provisions of organizational documents or this Agreement
or of any vote, resolution or proceeding of the Fund's Board of Directors or of
the Fund's shareholders.
The Fund agrees to forward to PFPC Written Instructions confirming
Oral Instructions so that PFPC receives the Written Instructions by the close of
business on the same day that such Oral Instructions are received. The fact
that such confirming Written Instructions are not received by PFPC shall in no
way invalidate the transactions or enforceability of the transactions authorized
by the Oral Instructions. The Fund further agrees that PFPC shall incur no
liability to the Fund in acting upon Oral or Written Instructions provided such
instructions reasonably appear to have been received from an Authorized Person.
6. Right to Receive Advice.
-----------------------
4
<PAGE>
(a) Advice of the Fund. If PFPC is in doubt as to any action it
------------------
should or should not take, PFPC may request directions or advice, including Oral
or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any questions
-----------------
of law pertaining to any action it should or should not take, PFPC may request
advice at its own cost from such counsel of its own choosing (who may be counsel
for the Fund, the Fund's advisor or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
------------------
directions, advice or Oral or Written Instructions PFPC receives from the Fund,
and the advice it receives from counsel, PFPC shall be entitled to rely upon and
follow the advice of counsel.
(d) Protection of PFPC. PFPC shall be protected in any action it
------------------
takes or does not take in reliance upon directions, advice or Oral or Written
Instructions it receives from the Fund or from counsel and which PFPC believes,
in good faith, to be consistent with those directions, advice and Oral or
Written Instructions.
Nothing in this paragraph shall be construed so as to impose an
obligation upon PFPC (i) to seek such directions, advice or Oral or Written
Instructions, or (ii) to act in accordance with such directions, advice or Oral
or Written Instructions unless, under the terms of other provisions of this
Agreement, the same is a condition of PFPC's properly taking or not taking such
action.
5
<PAGE>
7. Records.
-------
The books and records pertaining to the Fund, which are in the
possession of PFPC, shall be the property of the Fund. Such books and records
shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. The Fund and Authorized
Persons shall have access to such books and records at all times during PFPC's
normal business hours. Upon the reasonable request of the Fund, copies of any
such books and records shall be provided by PFPC to the Fund or to an Authorized
Person at the Fund's expense to be paid from the assets of the Portfolio.
PFPC shall keep the following records:
(a) all books and records with respect to the Portfolios books of
account;
(b) records of the Portfolio's securities transactions;
(c) all other books and records as PFPC is required to maintain
pursuant to Rule 3la-1 of the 1940 Act and as specifically set
forth in Appendix B hereto.
8. Confidentiality.
---------------
PFPC agrees to keep confidential all records of the Fund and
information relative to the Fund and its shareholders (past, present and
potential), unless the release of such records or information is otherwise
consented to, in writing, by the Fund. The Fund agrees that such consent shall
not be unreasonably withheld. The Fund further agrees that, should PFPC be
required to provide such information or records to duly
6
<PAGE>
constituted authorities (who may institute civil or criminal contempt
proceedings for failure to comply), PFPC shall not be required to seek the
Fund's consent prior to disclosing such information.
9. Liaison with Accountants.
------------------------
PFPC shall act as liaison with the Fund's independent public
accountants and shall provide account analyses, fiscal year summaries, and other
audit-related schedules, all with respect to the Portfolio. PFPC shall take all
reasonable action in the performance of its obligations under this Agreement to
assure that the necessary information is made available to such accountants for
the expression of their opinion, as such may be required by the Fund from time
to time.
10. Disaster Recovery.
-----------------
PFPC shall enter into and shall maintain in effect with appropriate
parties one or more agreements making reasonable provision of emergency use of
electronic data processing equipment to the extent appropriate equipment is
available. In the event of equipment failures, PFPC shall, at no additional
expense to the Fund, take reasonable steps to minimize service interruptions but
shall have no liability with respect thereto.
11. Compensation.
------------
As compensation for services rendered by PFPC during the term of this
Agreement, the Fund will pay to PFPC from the assets of the Portfolio a fee or
fees as may be agreed to in writing by the Fund and PFPC.
7
<PAGE>
12. Indemnification.
---------------
The Fund agrees to indemnify and hold harmless PFPC and its nominees
from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under the 1933 Act, the 1934
Act and the 1940 Act, and any state and foreign securities and blue sky laws,
and amendments thereto, and expenses, including (without limitation) attorneys'
fees and disbursements, arising directly or indirectly from any action which
PFPC takes or does not take (i) at the request or on the direction of or in
reliance on the advice of the Fund or (ii) upon Oral or Written Instructions.
Neither PFPC, nor any of its nominees, shall be indemnified against any
liability to the Fund or to its shareholders (or any expenses incident to such
liability) arising out of PFPC's own willful misfeasance, gross negligence or
reckless disregard of its duties and obligations under this Agreement.
13. Responsibility of PFPC.
----------------------
PFPC shall be under no duty to take any action on behalf of the Fund
except as specifically set forth herein or as may be specifically agreed to by
PFPC in writing. PFPC shall be obligated to exercise care and diligence in the
performance of its duties hereunder, to act in good faith and to use its best
efforts, within reasonable limits, in performing services provided for under
this Agreement. PFPC shall be responsible for failure to perform its duties
under this Agreement arising out of PFPC's gross negligence. Notwithstanding the
foregoing, PFPC
8
<PAGE>
shall not be responsible for losses beyond its control, provided that PFPC has
acted in accordance with the standard of care set forth above; and provided
further that PFPC shall only be responsible for that portion of losses or
damages suffered by the fund that are attributable to the gross negligence of
PFPC.
Without limiting the generality of the foregoing or of any other
provision of this Agreement, PFPC, in connection with its duties under this
Agreement, shall not be liable for (a) the validity or invalidity or authority
or lack thereof of any Oral or Written Instruction, notice or other instrument
which conforms to the applicable requirements of this Agreement, and which PFPC
reasonably believes to be genuine; or (b) delays or errors or loss of data
occurring by reason of circumstances beyond PFPC's control, including acts of
civil or military authority, national emergencies, labor difficulties, fire,
flood or catastrophe, acts of God, insurrection, war, riots or failure of the
mails, transportation, communication or power supply.
Notwithstanding anything in this Agreement to the contrary, PFPC shall
have no liability to the Fund for any consequential, special or indirect losses
or damages which the Fund may incur or suffer by or as a consequence of PFPC's
performance of the services provided hereunder, whether or not the likelihood of
such losses or damages was known by PFPC.
9
<PAGE>
14. Description of Accounting Services on a Continuing Basis.
--------------------------------------------------------
PFPC will perform the following accounting functions with respect to
the Portfolio if required:
(i) Journalize investment, capital share and income and expense
activities;
(ii) verify investment buy/sell trade tickets when received from the
investment advisor (the "Advisor") and transmit trades to the
Fund's foreign custodian (the "Custodian") for proper settlement;
(iii) Maintain individual ledgers for investment securities;
(iv) Maintain historical tax lots for each security;
(v) Reconcile cash and investment balances with the Custodian, and
provide the Advisor with the beginning cash balance available for
investment purposes;
(vi) Update the cash availability throughout the day as required by
the Advisor;
(vii) Post to and prepare the Statement of Assets and Liabilities and
the Statement of Operations;
(viii) Calculate various contractual expenses (e.g., advisory and
----
custody fees);
(ix) Monitor the expense accruals and notify an officer of the Fund
of any proposed adjustments;
(x) Control all disbursements and authorize such disbursements upon
Written Instructions;
(xi) Calculate capital gains and losses;
(xii) Determine net income;
(xiii) Obtain security market quotes from independent pricing services
approved by the Advisor, or if such quotes are unavailable, then
obtain such prices from Advisor, and in either case calculate the
market value of the investments;
10
<PAGE>
(xiv) Transmit or mail a copy of the daily portfolio valuation to the
Advisor;
(xv) Compute net asset value;
(xvi) As appropriate, compute yields, total return, expense ratios,
portfolio turnover rate, and, if required, portfolio average
dollar-weighted maturity; and
(xvii) Prepare a monthly financial statement, which includes the
following items:
Schedule of Investments
Statement of Assets and Liabilities Statement of Operations
Cash Statement
Schedule of Capital Gains and Losses.
15. Description of Administration Services on a Continuing Basis.
------------------------------------------------------------
PFPC will perform the following administration services
with respect to the Portfolio:
(i) Prepare quarterly broker security transactions summaries;
(ii) Prepare monthly security transaction listings;
(iii) (a) Assist in the preparation of support schedules necessary for
completion of federal and state tax returns; or (b) prepare for
execution and file the Fund's federal and state tax returns;
(iv) (a) Assist in the preparation of Semi-Annual Reports with the SEC
on Form N-SAR; or (b) prepare and file the Fund's Semi-Annual
Reports with the SEC on Form N-SAR.
(v) Assist in the preparation of annual, semi-annual, and quarterly
shareholder reports; or (b) prepare and file with the SEC the
Fund's annual, semi-annual, and quarterly shareholder reports;
(vi) Assist with the preparation of registration statements and other
filings relating to the registration of Shares;
11
<PAGE>
(vii) Monitor the Portfolio's status as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as
amended; and
(viii) Coordinate contractual relationships and communications between
the Fund and its service providers.
16. Duration and Termination.
------------------------
This Agreement shall continue until terminated by the Fund or by PFPC
on sixty (60) days' prior written notice to the other party.
17. Notices.
-------
All notices and other communications, including written Instructions,
shall be in writing or by confirming telegram, cable, telex or facsimile sending
device. If notice is sent by confirming telegram, cable, telex or facsimile
sending device, it shall be deemed to have been given immediately. If notice is
sent by first-class mail, it shall be deemed to have been given three days after
it has been mailed. If notice is sent by messenger, it shall be deemed to have
been given on the day it is delivered. Notices shall be addressed (a) if to
PFPC at PFPC's address, 400 Bellevue Parkway, Wilmington, Delaware 19809; (b) if
to the Fund, at the address of the Fund; or (c) if to neither of the foregoing,
at such other address as shall have been notified to the sender of any such
Notice or other communication.
12
<PAGE>
18. Amendments.
----------
This Agreement, or any term thereof, may be changed or waived only by
written amendment, signed by the party against whom enforcement of such change
or waiver is sought.
19. Delegation.
----------
PFPC may assign its rights and delegate its duties hereunder to any
wholly owned director indirect subsidiary of PNC Bank, National Association or
PNC Bank Corp., provided that (i) PFPC gives the Fund thirty (30) days' prior
written notice; (ii) the delegate agrees with PFPC to comply with all relevant
provisions of the 1940 Act; and (iii) PFPC and such delegate promptly provide
such information as the Fund may request, and respond to such questions as the
Fund may ask, relative to the delegation, including (without limitation) the
capabilities of the delegate.
20. Counterparts.
------------
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
21. Further Actions.
---------------
Each Party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
13
<PAGE>
22. Miscellaneous.
-------------
This Agreement embodies the entire agreement and understanding between
the parties and supersedes all prior agreements and understandings relating to
the subject matter hereof, provided that the parties may embody in one or more
separate documents their agreement, if any, with respect to delegated and/or
Oral Instructions.
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect.
This Agreement shall be deemed to be a contract made in Delaware and
governed by Delaware law. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be binding
and shall inure to the benefit off the parties hereto and their respective
successors.
14
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below on the day and year first above
written.
PFPC INC.
By:/s/ Stephen Wynne
-------------------------
Name: Stephen Wynne
Title: Executive Vice President
THE RBB FUND, INC.
By:/s/ Edward J Roach
------------------------
Name: Edward J. Roach
President & Treasurer
15
<PAGE>
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 Statements of Additional Information included in Post-Effective
Amendment No. 51 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
December 8, 1997
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the following with respect to Post-Effective Amendment No. 51 to
the Registration Statement under the Securities Act of 1933 on Form N-1A (File
No. 33-20827) of The RBB Fund, Inc.:
. The incorporation by reference of our report dated October 17, 1997 on
the audit of the financial statements and financial highlights of n/i
Micro Cap Fund, n/i Growth Fund and n/i Growth & Value Fund of The RBB
Fund, Inc., for the period ended August 31, 1997, which is included in
the Annual Report to Shareholders. We also consent to the reference
to our firm under the caption "Independent Accountants" in the
Prospectus and "Miscellaneous-Independent Accountants" in the
Statement of Additional Information.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
December 4, 1997
<PAGE>
Exhibit (13)(m)
PURCHASE AGREEMENT
------------------
The RBB Fund, Inc. (the "Fund"), a Maryland corporation, and Numeric
Investors L.P. ("Numeric"), a Delaware limited partnership, intending to be
legally bound, hereby agree with each other as follows:
1. The Fund hereby offers Numeric and Numeric hereby purchases $1,000
worth of shares of Class XX Common Stock (n/i Larger Cap Value Fund) of the Fund
(par value $.001 per share) (such shares hereinafter sometimes collectively
known as "Shares") at a price per Share equivalent to the net asset value per
share of the n/i Larger Cap Value Fund shares of the Fund as determined on
December 9, 1997.
The Fund hereby acknowledges receipt from Numeric of funds in the amount of
$1,000.00 in full payment for the Shares.
2. Numeric represents and warrants to the Fund that the Shares are being
acquired for investment purposes and not with a view to the distribution
thereof.
3. This agreement may be executed in counterparts, and all such
counterparts taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 1st day of December, 1997.
THE RBB FUND, INC.
By:/s/ Edward J. Roach
--------------------------
President
NUMERIC INVESTORS L.P.
By:/s/ John C. Bogle, Jr.
---------------------------
Managing Director
<PAGE>
Exhibit (13)(n)
PURCHASE AGREEMENT
------------------
The RBB Fund, Inc. (the "Fund"), a Maryland corporation, and Boston
Partners Asset Management, L.P. ("BPAM"), intending to be legally bound, hereby
agree with each other as follows:
1. The Fund hereby offers BPAM and BPAM hereby purchases $1,000 worth of
shares of each of Classes VV and WW Common Stock of the Fund (par value $.001
per share) (such shares hereinafter sometimes collectively known as "Shares") at
a price per Share equivalent to the net asset value per share of the Shares of
the Fund as determined on December 9, 1997.
2. The Fund hereby acknowledges receipt from BPAM of funds in the amount
of $2,000 in full payment for the Shares.
3. BPAM represents and warrants to the Fund that the Shares are being
acquired for investment purposes and not with a view to the distribution
thereof.
4. This agreement may be executed in counterparts, and all such
counterparts taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 1st day of December, 1997.
THE RBB FUND, INC.
By:/s/ Edward J. Roach
-----------------------
President and Treasurer
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
By:/s/ William J. Kelly
-------------------------------
Treasurer
<PAGE>
Exhibit (15)(ddd)
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
OF
THE RBB FUND, INC.
(Boston Partners Bond Fund Institutional Class)
WHEREAS, The RBB Fund, Inc. (the "Fund") intends to engage in business
as an open-end management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Fund desires to adopt a Plan of Distribution pursuant to
Rule 12b-1 under the Act with respect to shares of its Class VV Common Stock,
par value $.001 per share (the "Class VV Shares") and the Board of Directors has
determined that there is a reasonable likelihood that adoption of this Plan of
Distribution will benefit the Fund and its stockholders; and
WHEREAS, the Fund intends to employ Counsellors Securities, Inc. (the
"Distributor") as distributor of the Class VV Shares; and
WHEREAS, the Fund and the Distributor intend to enter into a separate
Distribution Agreement with the Fund for Class VV Shares, pursuant to which the
Fund will employ the Distributor as distributor for the continuous offering of
Class VV Shares;
NOW, THEREFORE, the Fund hereby adopts, and the Distributor hereby
agrees to the terms of, this Plan of Distribution (the "Plan") in accordance
with Rule 12b-1 under the Act on the following terms and conditions:
1. The Fund shall pay to the Distributor, as the distributor of the
Class VV Shares, compensation for distribution of its shares at an annual rate
not to exceed .15% of the average daily net assets of the Class VV Shares. The
amount of such compensation shall be agreed upon by the Board of Directors of
the Fund and by the Distributor and shall be calculated and accrued daily and
paid monthly or at such other intervals as the Board of Directors and the
Distributor shall mutually agree.
2. The amount set forth in paragraph 1 of this Plan shall be paid for
the Distributor's services as distributor of the Class VV Shares. Such amount
may be spent by the Distributor on any activities or expenses primarily intended
to result in the sale of Class VV Shares, including, but not limited to:
<PAGE>
compensation to and expenses of employees of the Distributor who engage in or
support distribution of the Class VV Shares, including overhead and telephone
expenses; printing of prospectuses and reports for other than existing
shareholders; preparation, printing and distribution of sales literature and
advertising materials; and compensation to certain financial institutions
("Service Organizations") who sell Class VV Shares. The Distributor may
negotiate with any such Service Organizations the services to be provided by the
Service Organization to shareholders in connection with the sale of Class VV
Shares ("Distribution Services"), and all or any portion of the compensation
paid to the Distributor under paragraph 1 of this Plan may be reallocated by the
Distributor to Service Organizations who sell Class VV Shares.
The compensation paid to Service Organizations with respect to
Distribution Services will compensate Service Organizations to cover certain
expenses primarily intended to result in the sale of Class VV Shares, including,
but not limited to: (a) costs of payments made to employees that engage in the
sale of Class VV Shares; (b) payments made to, and expenses of, persons who
provide support services in connection with the sale of Class VV Shares,
including, but not limited to, office space and equipment, telephone facilities,
processing shareholder transactions and providing any other shareholder services
not otherwise provided by the Fund's transfer agent; (c) costs relating to the
formulation and implementation of marketing and promotional activities,
including, but not limited to, direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (d) costs of printing and
distributing prospectuses, statements of additional information and reports
relating to the Class VV Shares to prospective shareholders of the Class VV
Shares; (e) costs involved in preparing, printing and distributing sales
literature pertaining to the Class VV Shares; and (f) costs involved in
obtaining whatever information, analyses and reports with respect to marketing
and promotional activities that the Service Organization may, from time to time,
deem advisable.
The compensation paid to Service Organizations with respect to
Shareholder Services will compensate Service Organizations for personal service
and/or the maintenance of shareholder accounts, including but not limited to (a)
responding to inquiries of customers or clients of the Service Organization who
beneficially own Class VV Shares ("Customers"), (b) providing information on
Customer investments and (c) providing other shareholder liaison services.
The compensation paid to Service Organizations with respect to
Administrative Services will compensate Service Organizations for administrative
and accounting services to their Customers, including, but not limited to: (a)
aggregating and
-2-
<PAGE>
processing purchase and redemption requests from Customers and placing net
purchase and redemption orders with the Fund's distributor or transfer agent;
(b) providing Customers with a service that invests the assets of their accounts
in the Class VV Shares; (c) processing dividend payments from the Class VV
Shares on behalf of Customers; (d) providing information periodically to
Customers showing their positions in the Class VV Shares; (e) arranging for bank
wires; (f) providing sub-accounting with respect to Class VV Shares beneficially
owned by Customers or the information to the Fund necessary for sub-accounting;
(g) forwarding shareholder communications from the Fund (for example, proxies,
shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices related to the Class VV Shares) to Customers, if
required by law; and (h) providing other similar services to the extent
permitted under applicable statutes, rules and regulations.
3. This Plan shall not take effect until it has been approved,
together with any related agreements, by votes of a majority of both (a) the
Board of Directors of the Fund and (b) those directors of the Fund who are not
"interested persons" of the Fund (as defined in the Act) and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related to it (the "Rule 12b-1 Directors"), cast in person at a meeting (or
meetings) called for the purpose of voting on this Plan and such related
agreements.
4. This Plan shall continue in effect until August 16, 1998.
Thereafter, this Plan shall continue in effect for so long as such continuance
is specifically approved at least annually in the manner provided for approval
of this Plan in paragraph 3.
5. The Distributor shall provide to the Board of Directors of the
Fund and the Board of Directors shall review, at least quarterly, a written
report of the amounts expended pursuant to this Plan and the purposes for which
such expenditures were made, including commissions, advertising, printing,
interest, carrying charges and allocated overhead expenses.
6. This Plan may be terminated at any time by vote of a majority of
the Rule 12b-1 Directors, or by a vote of a majority of the outstanding Class VV
Shares.
7. This Plan may not be amended to increase materially the amount of
compensation provided for in paragraph 1 hereof unless such amendment is
approved by a vote of at least a majority (as defined in the Act) of the
outstanding Class VV shares, and no material amendment to the Plan of any kind,
including an amendment which would increase materially the amount
-3-
<PAGE>
of compensation, shall be made unless approved in the manner provided for in
paragraph 3 hereof.
8. While this Plan is in effect, the selection and nomination of
Directors who are not interested persons (as defined in the Act) of the Fund
shall be committed to the discretion of the then current Directors who are not
interested persons (as defined in the Act) of the Fund.
9. The Fund shall preserve copies of this Plan and any related
agreements and all reports made pursuant to paragraph 6 hereof for a period of
not less than six years from the date of this Plan, the agreements or such
reports, as the case may be, the first two years in an easily accessible place.
Dated: October 15, 1997
-4-
<PAGE>
Exhibit (15)(eee)
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
OF
THE RBB FUND, INC.
(Boston Partners Bond Fund Investor Class)
WHEREAS, The RBB Fund, Inc. (the "Fund") intends to engage in business as
an open-end management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Fund desires to adopt a Plan of Distribution pursuant to Rule
12b-1 under the Act with respect to shares of its Class WW Common Stock, par
value $.001 per share (the "Class WW Shares") and the Board of Directors has
determined that there is a reasonable likelihood that adoption of this Plan of
Distribution will benefit the Fund and its stockholders; and
WHEREAS, the Fund intends to employ Counsellors Securities, Inc. (the
"Distributor") as distributor of the Class WW Shares; and
WHEREAS, the Fund and the Distributor intend to enter into a separate
Distribution Agreement with the Fund for Class WW Shares, pursuant to which the
Fund will employ the Distributor as distributor for the continuous offering of
Class WW Shares;
NOW, THEREFORE, the Fund hereby adopts, and the Distributor hereby agrees
to the terms of, this Plan of Distribution (the "Plan") in accordance with Rule
12b-1 under the Act on the following terms and conditions:
1. The Fund shall pay to the Distributor, as the distributor of the
Class WW Shares, compensation for distribution of its shares at an annual rate
not to exceed .25% of the average daily net assets of the Class WW Shares. The
amount of such compensation shall be agreed upon by the Board of Directors of
the Fund and by the Distributor and shall be calculated and accrued daily and
paid monthly or at such other intervals as the Board of Directors and the
Distributor shall mutually agree.
2. The amount set forth in paragraph 1 of this Plan shall be paid for
the Distributor's services as distributor of the Class WW Shares. Such amount
may be spent by the Distributor on any activities or expenses primarily intended
to result in the sale of Class WW Shares, including, but not limited to:
<PAGE>
compensation to and expenses of employees of the Distributor who engage in or
support distribution of the Class WW Shares, including overhead and telephone
expenses; printing of prospectuses and reports for other than existing
shareholders; preparation, printing and distribution of sales literature and
advertising materials; and compensation to certain financial institutions
("Service Organizations") who sell Class WW Shares. The Distributor may
negotiate with any such Service Organizations the services to be provided by the
Service Organization to shareholders in connection with the sale of Class WW
Shares ("Distribution Services"), and all or any portion of the compensation
paid to the Distributor under paragraph 1 of this Plan may be reallocated by the
Distributor to Service Organizations who sell Class WW Shares.
The compensation paid to Service Organizations with respect to Distribution
Services will compensate Service Organizations to cover certain expenses
primarily intended to result in the sale of Class WW Shares, including, but not
limited to: (a) costs of payments made to employees that engage in the sale of
Class WW Shares; (b) payments made to, and expenses of, persons who provide
support services in connection with the sale of Class WW Shares, including, but
not limited to, office space and equipment, telephone facilities, processing
shareholder transactions and providing any other shareholder services not
otherwise provided by the Fund's transfer agent; (c) costs relating to the
formulation and implementation of marketing and promotional activities,
including, but not limited to, direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (d) costs of printing and
distributing prospectuses, statements of additional information and reports
relating to the Class WW Shares to prospective shareholders of the Class WW
Shares; (e) costs involved in preparing, printing and distributing sales
literature pertaining to the Class WW Shares; and (f) costs involved in
obtaining whatever information, analyses and reports with respect to marketing
and promotional activities that the Service Organization may, from time to time,
deem advisable.
The compensation paid to Service Organizations with respect to Shareholder
Services will compensate Service Organizations for personal service and/or the
maintenance of shareholder accounts, including but not limited to (a) responding
to inquiries of customers or clients of the Service Organization who
beneficially own Class WW Shares ("Customers"), (b) providing information on
Customer investments and (c) providing other shareholder liaison services.
The compensation paid to Service Organizations with respect to
Administrative Services will compensate Service Organizations for administrative
and accounting services to their Customers, including, but not limited to: (a)
aggregating and
-2-
<PAGE>
processing purchase and redemption requests from Customers and placing net
purchase and redemption orders with the Fund's distributor or transfer agent;
(b) providing Customers with a service that invests the assets of their accounts
in the Class WW Shares; (c) processing dividend payments from the Class WW
Shares on behalf of Customers; (d) providing information periodically to
Customers showing their positions in the Class WW Shares; (e) arranging for bank
wires; (f) providing sub-accounting with respect to Class WW Shares beneficially
owned by Customers or the information to the Fund necessary for sub-accounting;
(g) forwarding shareholder communications from the Fund (for example, proxies,
shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices related to the Class WW Shares) to Customers, if
required by law; and (h) providing other similar services to the extent
permitted under applicable statutes, rules and regulations.
3. This Plan shall not take effect until it has been approved, together
with any related agreements, by votes of a majority of both (a) the Board of
Directors of the Fund and (b) those directors of the Fund who are not
"interested persons" of the Fund (as defined in the Act) and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related to it (the "Rule 12b-1 Directors"), cast in person at a meeting (or
meetings) called for the purpose of voting on this Plan and such related
agreements.
4. This Plan shall continue in effect until August 16, 1998. Thereafter,
this Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
this Plan in paragraph 3.
5. The Distributor shall provide to the Board of Directors of the Fund
and the Board of Directors shall review, at least quarterly, a written report of
the amounts expended pursuant to this Plan and the purposes for which such
expenditures were made, including commissions, advertising, printing, interest,
carrying charges and allocated overhead expenses.
6. This Plan may be terminated at any time by vote of a majority of the
Rule 12b-1 Directors, or by a vote of a majority of the outstanding Class WW
Shares.
7. This Plan may not be amended to increase materially the amount of
compensation provided for in paragraph 1 hereof unless such amendment is
approved by a vote of at least a majority (as defined in the Act) of the
outstanding Class WW shares, and no material amendment to the Plan of any kind,
including an amendment which would increase materially the amount
-3-
<PAGE>
of compensation, shall be made unless approved in the manner provided for in
paragraph 3 hereof.
8. While this Plan is in effect, the selection and nomination of
Directors who are not interested persons (as defined in the Act) of the Fund
shall be committed to the discretion of the then current Directors who are not
interested persons (as defined in the Act) of the Fund.
9. The Fund shall preserve copies of this Plan and any related
agreements and all reports made pursuant to paragraph 6 hereof for a period of
not less than six years from the date of this Plan, the agreements or such
reports, as the case may be, the first two years in an easily accessible place.
Dated: October 15, 1997
-4-
<PAGE>
Exhibit 16(c)
THE RBB FUND, INC.
n/i Portfolios
Schedule for Computation of Performance Quotations
Total Return
AGGREGATE TOTAL RETURN = (ENDING REDEEMABLE VALUE/INITIAL PAYMENT) -
--------------------------------------------------------------------
1 OF $10,000
------------
For the Fiscal Period Ended August 31, 1997:
n/i Growth Fund aggregate total return = 37.69%
37.69% = (13,768.75/10,000) - 1
n/i Growth and Value Fund aggregate total return = 49.11%
49.11% = (14,910.91/10,000) - 1
n/i Micro Cap Fund aggregate total return = 58.41%
58.41% = (15,840.52/10,000) - 1
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0000831114
<NAME> THE RBB FUND, INC.
<SERIES>
<NUMBER> 19
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<CIK> 0000831114
<NAME> THE RBB FUND, INC.
<SERIES>
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<NAME> NI GROWTH & VALUE FUND
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