As filed with the Securities and Exchange Commission on October 15, 1997
Securities Act File No. 33-20827
Investment Company Act File No. 811-5518
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x
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Pre-Effective Amendment No. __
Post-Effective Amendment No. 48 x
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and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 x
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Amendment No. 50 x
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THE RBB FUND, INC.
(Government Securities Portfolio: RBB Family Class; BEA International
Equity Portfolio: BEA Class, BEA Investor Class and BEA Advisor Class; BEA High
Yield Portfolio: BEA Class, BEA Investor Class and BEA Advisor Class; BEA
Emerging Markets Equity Portfolio: BEA Class, BEA Investor Class and BEA Advisor
Class; BEA U.S. Core Equity Portfolio: BEA Class; BEA U.S. Core Fixed Income
Portfolio: BEA Class; BEA Strategic Global Fixed Income Portfolio: BEA Class;
BEA Municipal Bond Fund Portfolio: BEA Class; BEA Balanced Fund Portfolio: BEA
Class; BEA Short Duration Portfolio: BEA Class; BEA Global Telecommunications
Portfolio: BEA Investor Class and BEA Advisor Class; NI Micro Cap Fund: NI
Class; NI Growth Fund: NI Class; NI Growth & Value Fund: NI Class; NI 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:
RBB Family Class, Cash Preservation Class, Sansom Street Class, Bedford Class,
Janney Class, Beta Class, Gamma Class, Delta Class, Epsilon Class, Zeta Class,
Eta Class and Theta Class; Municipal Money Market Portfolio: RBB Family Class,
Cash Preservation Class, Sansom Street Class, Bedford Class, Bradford Class,
Janney Class, Beta Class, Gamma Class, Delta Class, Epsilon Class, Zeta Class,
Eta Class and Theta Class; Government Obligations Money Market Portfolio: Sansom
Street Class, Bedford Class, Bradford Class, Janney Class, Beta Class, Gamma
Class, Delta Class, Epsilon Class, Zeta Class, Eta Class and Theta Class; New
York Municipal Money Market Portfolio: Bedford Class, Janney Class, Beta Class,
Gamma Class, Delta Class, Epsilon Class, Zeta Class, Eta Class and Theta Class)
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(Exact Name of Registrant as Specified in Charter)
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 100
Wilmington, DE 19809
(Address of Principal Executive Offices)
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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)
___ on (DATE) pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)(1)
___ on (date) pursuant to paragraph (a)(1)
X
___ 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.
Title of Securities Being Registered:
Class VV Common Stock
Class WW Common Stock
<PAGE>
THE RBB FUND, INC.
(BOSTON PARTNERS INSTITUTIONAL CLASS OF
THE BOSTON PARTNERS BOND FUND)
CROSS REFERENCE SHEET
Pursuant to Rule 495(a)
under the Securities Act of 1933
<TABLE>
<CAPTION>
FORM N-1A ITEM LOCATION
Part A Prospectus
<S> <C> <C>
1. Cover Page............................................... Cover Page
2. Synopsis................................................. Introduction
3. Condensed Financial Information.......................... Not Applicable
4. General Description of Registrant........................ Cover Page; Introduction; Investment Objectives and
Policies; Investment Limitations; Risk Factors
5. Management of the Fund................................... Management
5A. Management's Discussion
of Fund Performance.................................... Not Applicable
6. Capital Stock and Other Securities....................... Cover Page; Dividends and Distributions; Taxes;
Multi-Class Structure; Description of Shares
7. Purchase of Securities Being Offered..................... How to Purchase Shares; Net Asset Value
8. Redemption or Repurchase................................. How to Redeem Shares; Net Asset Value
9. Legal Proceedings........................................ Not Applicable
</TABLE>
<PAGE>
THE RBB FUND, INC.
(BOSTON PARTNERS INVESTOR CLASS OF
THE BOSTON PARTNERS BOND FUND)
CROSS REFERENCE SHEET
Pursuant to Rule 495(a)
under the Securities Act of 1933
<TABLE>
<CAPTION>
FORM N-1A ITEM LOCATION
Part A Prospectus
<S> <C> <C>
1. Cover Page............................................... Cover Page
2. Synopsis................................................. Introduction
3. Condensed Financial Information.......................... Not Applicable
4. General Description of Registrant........................ Cover Page; Introduction; Investment Objectives and
Policies; Investment Limitations; Risk Factors
5. Management of the Fund................................... Management
5A. Management's Discussion
of Fund Performance.................................... Not Applicable
6. Capital Stock and Other Securities....................... Cover Page; Dividends and Distributions; Taxes;
Multi-Class Structure; Description of Shares
7. Purchase of Securities Being Offered..................... How to Purchase Shares; Net Asset Value
8. Redemption or Repurchase................................. How to Redeem Shares; Net Asset Value
9. Legal Proceedings........................................ Not Applicable
</TABLE>
<PAGE>
THE RBB FUND, INC.
(BOSTON PARTNERS INSTITUTIONAL CLASS AND INVESTOR CLASS
OF THE BOSTON PARTNERS BOND FUND)
<TABLE>
<CAPTION>
PART B STATEMENT OF ADDITIONAL INFORMATION
<S> <C> <C>
10. Cover Page............................................... Cover Page
11. Table of Contents........................................ Contents
12. General Information and History.......................... General
13. Investment Objectives and Policies....................... Investment Objectives and Policies
14. Management of the Fund................................... Directors and Officers; Investment Advisory,
Distribution and Servicing Arrangements
15. Control Persons and Principal Holders
of Securities.......................................... Miscellaneous
16. Investment Advisory and Other
Services............................................... Investment Advisory, Distribution and Servicing
Arrangements; See Prospectus - "Management"
17. Brokerage Allocation and Other
Practices.............................................. Portfolio Transactions
18. Capital Stock and Other Securities....................... Additional Information Concerning Fund Shares; See
Prospectus - "Dividends and Distributions"
"Multi-Class Structure" and "Description of Shares"
19. Purchase, Redemption and Pricing of
Securities Being Offered............................... Purchase and Redemption Information; Valuation of
Shares; See Prospectus - "How to Purchase Shares",
"How to Redeem and Exchange Shares" and "Distribution
of Fund Shares"
20. Tax Status............................................... Taxes; See Prospectus - "Taxes"
21. Underwriters............................................. Not Applicable
22. Calculation of Performance Data.......................... Performance and Yield Information
23. Financial Statements..................................... Miscellaneous
</TABLE>
<PAGE>
BOSTON PARTNERS BOND FUND
(INSTITUTIONAL CLASS)
OF
THE RBB FUND, INC.
Boston Partners Bond Fund (the "Fund") is an investment portfolio of
The RBB Fund, Inc. ("RBB"), an open-end management investment company. The
shares of the Institutional Class ("Shares") offered by this Prospectus
represent interests in the Fund. The investment objectives of the Fund are to
maximize total return by investing principally in investment grade fixed income
securities, and secondarily to seek current income.
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 ___________, 199_, has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
Prospectus. It may be obtained free of charge from the Fund by calling (800)
311-9783 or 9829. The Prospectus and the Statement of Additional Information are
available for reference, along with other related material, on the SEC Internet
Web Site (http://www.sec.gov).
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, PNC BANK, NATIONAL ASSOCIATION OR ANY OTHER BANK AND SHARES ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER AGENCY. INVESTMENTS IN SHARES OF THE FUND INVOLVE
INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
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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.
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PROSPECTUS __________, 199_
<PAGE>
EXPENSE TABLE
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The following tables illustrate all expenses and fees (after expected
fee waivers and expense reimbursements) that a shareholder would incur in the
Fund. The expenses and fees in the tables are based on expenses expected to be
incurred for the Fund's initial fiscal period.
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees (after waivers)*...........................................0.00%
12b-1 Fees (after waivers)*................................................0.04%
Other Expenses.............................................................0.56%
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Total Fund Operating Expenses (after waivers)*............................. .60%
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* In the absence of fee waivers, Management Fees would be .40%, 12b-1
Fees would be 0.15% and Total Fund Operating Expenses would be 1.11%.
Management Fees and 12b-1 Fees are each based on average daily net
assets and are calculated daily and paid monthly.
The caption "Other Expenses" does not include extraordinary expenses as
determined by generally accepted accounting principles, nor does it include
taxes, interest or brokerage fees and expenses on the purchase and sale of
portfolio securities.
EXAMPLE
An investor would pay the following expenses on a $1,000 investment in
the Fund, assuming (1) a 5% annual return and (2) redemption at the end of each
time period:
ONE YEAR THREE YEARS
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Boston Partners Bond Fund................. $6 $19
The Fee Table is designed to assist an investor in understanding the
various costs and expenses that an investor in the Fund will bear directly or
indirectly. (For more complete descriptions of the various costs and expenses,
see "Management" and "Distribution of Shares" below.) The Fee Table reflects a
voluntary waiver of "Management Fees" and "12b-1 fees" for the Fund, which are
expected to be in effect during the initial fiscal period. However, the Adviser
and Distributor are under no obligation with respect to such waivers and there
can be no assurance that any future waivers of Management fees or 12b-1 fees
will not vary from the figures reflected in the Fee Table.
The Example in the Fee Table assumes that all dividends and
distributions are reinvested and that the amounts listed under "Annual Fund
Operating Expenses After Fee Waivers" remain the same in the years shown. THE
EXAMPLE SHOULD NOT BE CONSIDERED A
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REPRESENTATION OF FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS
THAN THOSE SHOWN.
No financial data is supplied for the Fund because, as of the date of
this Prospectus, the Fund has no performance history.
INTRODUCTION
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RBB is an open-end management investment company incorporated under the
laws of the State of Maryland currently operating or proposing to operate
twenty-two separate investment portfolios. The Shares offered by this Prospectus
represent interests in the Boston Partners Bond Fund. RBB was incorporated in
Maryland on February 29, 1988.
INVESTMENT OBJECTIVES AND POLICIES
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The investment objectives of the Fund are to maximize total return by
investing principally in investment grade fixed income securities, and
secondarily to seek current income.
The Fund will invest during normal market conditions at least 75% of
its total assets in corporate debt obligations and mortgage-backed and
asset-backed securities (collectively, "Debt Securities") rated investment-grade
or better at the time of purchase by Standard & Poor's ("S&P") or Moody's
Investors Service, Inc. ("Moody's") or which are similarly rated by another
nationally recognized statistical rating organization ("Rating Organization")
(including Fitch Investors Service, Inc., Duff & Phelps, Thomson BankWatch and
IBCA), or are unrated but deemed by Boston Partners Asset Management L.P. (the
"Adviser") to be comparable in quality to instruments so rated. The Fund may
invest up to 25% of its total assets in Debt Securities rated "BB" and "B" by
Moody's or "Ba" and "B" by S&P or which are similarly rated by another Rating
Organization or are unrated but are deemed by the Adviser to be comparable in
quality to instruments that are so rated.
Investment-grade Debt Securities are those rated at the time of
purchase "AAA," "AA," "A" or "BBB" by S&P, "Aaa," "Aa," "A" or "Baa" by Moody's
or which are similarly rated by another Rating Organization or are unrated but
deemed by the Adviser to be comparable in quality to instruments that are so
rated. Debt Securities rated "BBB" by S&P, "Baa" by Moody's or the equivalent
rating of another Rating Organization, while still deemed investment-grade, are
considered to have some speculative characteristics and are more sensitive to
economic change than higher rated bonds. Debt Securities rated below the four
highest ratings of S&P or Moody's are often referred to as "junk bonds." Such
Debt Securities are rated below investment-grade and carry a higher degree of
risk and are regarded, on balance, as predominantly speculative with respect to
capacity to pay interest and repay principal in accordance with the terms of the
obligation. See "Risk Factors -- Lower Rated Securities."
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<PAGE>
The Adviser will select certain mortgage-backed and asset-backed
securities which it believes have superior risk/return characteristics versus
other fixed income instruments. Mortgage-backed securities represent pools of
mortgage loans assembled for sale to investors by various governmental agencies
as well as by private issuers. Asset-backed securities represent pools of other
assets (such as automobile installment purchase obligations and credit card
receivables) similarly assembled for sale by private issuers. See "Risk Factors
- -- Mortgage-Backed and Asset-Backed Securities" in this prospectus and
"Investment Objectives and Policies" in the Statement of Additional Information.
The Fund may also invest up to 15% of its total assets in each of the
following: collateralized mortgage obligations ("CMOs"), Yankee Bonds
(dollar-denominated debt securities of foreign issuers), non-dollar denominated
bonds of foreign or domestic issuers, securities that can be purchased and sold
privately to institutional investors pursuant to Rule 144A, and convertible Debt
Securities of U.S. and foreign issuers (including convertible preferred stock
and notes). See "Risk Factors" in this Prospectus and "Investment Objectives and
Policies" in the Statement of Additional Information.
The Fund may invest in debt securities issued by the U.S. Government or
government agencies, repurchase agreements and reverse repurchase agreements,
foreign currency exchange transactions, dollar rolls, futures, option contracts
(including options on futures) and stripped securities. The Fund may make
when-issued purchases and forward commitments. See "Risk Factors" in this
Prospectus and "Investment Objectives and Policies" in the Statement of
Additional Information.
The Fund may invest in registered investment companies and investment
funds in foreign countries subject to the provisions of the Investment Company
Act of 1940, as amended (the "1940 Act"), and as discussed in "Investment
Objectives and Policies" in the Statement of Additional Information. If the Fund
invests in such investment companies, the Fund will bear its proportionate share
of the costs incurred by such companies, including investment advisory fees.
Although the Fund has no restriction as to the maximum or minimum
duration of any individual security held by it, during normal market conditions
the Fund's average effective duration will generally be within 5% of the
duration of the Lehman Brothers Aggregate Bond Index. "Duration" is a term used
by investment managers to express the average time to receipt of expected cash
flows (discounted to their present value) on a particular fixed income
instrument or a portfolio of instruments. Duration takes into account the
pattern of a security's cash flow over time, including how cash flow is affected
by prepayments and changes in interest rates. For example, the duration of a
five-year zero coupon bond that pays no interest or principal until the maturity
of the bond is five years. This is because a zero coupon bond produces no cash
flow until the maturity date. On the other hand, a coupon bond that pays
interest semi-annually and matures in five years will have a duration of less
than five years, which reflects the semi-annual cash flows resulting from coupon
payments. Duration also generally defines the effect of interest
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<PAGE>
rate changes on bond prices. Generally, if interest rates increase by one
percent, the value of a security having an effective duration of five years
would decrease in value by five percent.
Any investment policy or limitation which involves a maximum or minimum
percentage of securities or assets shall not be considered to be violated unless
an excess over or a deficiency under the percentage occurs immediately after,
and is caused by, an acquisition or disposition of securities or utilization of
assets by the Fund.
The Fund's investment objectives and policies described above may be
changed by RBB's Board of Directors without the approval of the Fund's
shareholders.
INVESTMENT LIMITATIONS
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The Fund may not change the following investment limitations without
the affirmative vote of the holders of a majority of the Fund's outstanding
Shares. (A complete list of the investment limitations that cannot be changed
without such a vote of the shareholders is contained in the Statement of
Additional Information under "Investment Objectives and Policies.")
The Fund may not:
1. Purchase the securities of any one issuer, other than
securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities, if immediately after and as a result of such
purchase, more than 5% of the value of the Fund's total assets would be
invested in the securities of such issuer, or more than 10% of the
outstanding voting securities of such issuer would be owned by the
Fund, except that up to 25% of the value of the Fund's total assets may
be invested without regard to such limitations.
2. Purchase any securities which would cause, at the time of
purchase, more than 25% of the value of the total assets of the Fund to
be invested in the obligations of issuers in any single industry,
provided that there is no limitation with respect to investments in
U.S. Government obligations.
3. Borrow money or issue senior securities, except that the
Fund may borrow from banks and enter into reverse repurchase agreements
and dollar rolls for temporary purposes in amounts up to one-third of
the value of its total assets at the time of such borrowing; or
mortgage, pledge or hypothecate any assets, except in connection with
any such borrowing and then in amounts not in excess of one-third of
the value of the Fund's total assets at the time of such borrowing. The
Fund will not purchase securities while its aggregate borrowings
(including reverse repurchase agreements, dollar rolls and borrowings
from banks) in excess of 5% of its total assets are outstanding.
Securities held in escrow or separate accounts in connection with the
Fund's investment practices are not considered to be borrowings or
deemed to be pledged for purposes of this limitation.
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<PAGE>
PORTFOLIO TURNOVER
The Fund retains the right to sell securities irrespective of how long
they have been held. The Adviser estimates that the annual turnover in the Fund
will be approximately 100%. High portfolio turnover (100% or more) will
generally result in higher transaction costs to a portfolio and may result in
the realization of short-term capital gains that are taxable to shareholders as
ordinary income.
RISK FACTORS
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INTEREST RATE RISK
Generally, the market value of fixed income securities is subject to
interest rate fluctuation and can be expected to vary inversely to changes in
the prevailing interest rates. Thus, the value of portfolio investments held by
the Fund is likely to decline if prevailing interest rates rise, and vice versa.
LOWER RATED SECURITIES
Investors should carefully consider the relative risks of investing in
the higher yielding (and, therefore, higher risk) debt securities rated below
investment-grade by S&P or Moody's, or which are similarly rated by another
Rating Organization or are unrated but deemed by the Adviser to be comparable to
instruments so rated.
The Fund's investments in obligations rated below the four highest
ratings of S&P and Moody's have different risks than investments in securities
that are rated "investment-grade." Risk of loss upon default by the borrower is
significantly greater because lower-rated securities are generally unsecured and
are often subordinated to other creditors of the issuer, and because the issuers
frequently have high levels of indebtedness and are more sensitive to adverse
economic conditions, such as recessions, individual corporate developments and
increasing interest rates than are investment-grade issuers. As a result, the
market price of such securities, and the net asset value of the Fund's Shares,
may be particularly volatile.
Additional risks associated with lower-rated fixed income securities
are (a) the relatively low trading market liquidity for the securities and (b)
the creditworthiness of the issuers of such securities. During an economic
downturn or substantial period of rising interest rates, highly-leveraged
issuers may experience financial stress that would adversely affect their
ability to service their principal and interest payment obligations, to meet
projected business goals and to obtain additional financing. An economic
downturn could also disrupt the market for lower-rated bonds generally and
adversely affect the value of outstanding bonds and the ability of the issuers
to repay principal and interest. If the issuer of a lower-rated security held by
the Fund defaulted, the Fund could incur additional expenses to seek recovery.
Adverse publicity and investor perceptions, whether or not based on fundamental
analysis, may also decrease the values and
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<PAGE>
liquidity of lower-rated securities held by the Fund, especially in a thinly
traded market. Finally, the Fund's trading in fixed income securities entails
risks that capital losses rather than gains will result. As a result, investment
in the Fund should not be considered a complete investment program.
The Adviser will continually evaluate lower-rated securities and the
ability of their issuers to pay interest and principal. The Fund's ability to
achieve its investment objectives may be more dependent on the Adviser's credit
analysis than might be the case for a fund that invested in higher rated
securities. See the "Appendix" in the Statement of Additional Information for a
general description of securities ratings.
MORTGAGE-BACKED AND ASSET-BACKED SECURITIES
Mortgage-backed securities, like other fixed income instruments, may be
subject to risks including price fluctuations due to interest rate changes. The
returns on mortgage-backed securities may also be negatively affected by changes
in principal pre-payment rates due to interest rate volatility.
Mortgage-related securities acquired by the Fund may include
collateralized mortgage obligations ("CMOs"), a type of derivative, issued by
the Federal National Mortgage Association, the Federal Home Loan Mortgage
Corporation, Government National Mortgage Association or other U.S. Government
agencies or instrumentalities, as well as by private issuers. CMOs may involve
additional risks other than those found in other types of mortgage-related
obligations in that they may exhibit more price volatility and interest rate
risk than such obligations. During periods of rising interest rates, CMOs may
lose their liquidity as CMO market makers may choose not to repurchase, or may
offer prices based on current market conditions, which are unacceptable to a
fund based on the fund's analysis of the market value of the security. See
"Investment Objectives and Policies" in the Statement of Additional Information.
Asset-backed securities are also subject to declines in market value
during periods of rising interest rates. Due to the possibility of prepayment of
the underlying obligations, asset-backed securities have less potential for
capital appreciation than other debt securities of comparable maturities during
periods of declining interest rates. As a result, asset-backed securities may be
less effective than other fixed income securities as a means of locking in
attractive interest rates for the long term.
REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS
The Fund may enter into reverse repurchase agreements with respect to
portfolio securities for temporary purposes (such as to obatain cash to meet
redemption requests) when the liquidation of portfolio securities is deemed
disadvantageous or inconvenient by the Adviser. Reverse repurchase agreements
involve the sale of securities held by the Fund pursuant to the Fund's agreement
to repurchase the securities at an agreed-upon price, date and rate of interest.
Such agreements are considered to be borrowings under the Investment Company Act
of 1940 (the "1940 Act"), and may be entered into only for temporary or
emergency purposes. While reverse repurchase transactions are outstanding, the
Fund will maintain in a segregated account with the Fund's custodian or a
qualified sub-custodian, cash or liquid securities of an amount at least equal
to the market value of the securities, plus accrued interest, subject to the
agreement and will monitor the account to ensure that such value is maintained.
Reverse repurchase agreements involve the risk that the market value of the
securities sold by the Fund may decline below the price of the securities the
Fund is obligated to repurchase. The Fund may also enter into "dollar rolls," in
which it sells fixed income securities for delivery in the current month and
simultaneously contracts to repurchase substantially similar (same type, coupon
and maturity) securities on a specified future date. During the roll period, the
Fund would forgo principal and interest paid on such securities. The Fund would
be compensated by the difference between the current sales price and the forward
price for the future purchase, as well as by the interest earned on the cash
proceeds of the initial sale.
FOREIGN SECURITIES RISK
The Fund may invest in foreign securities, as described above.
Investing in securities of foreign issuers involves considerations not typically
associated with investing in securities of companies organized and operating in
the United States. Foreign securities generally are denominated and pay
dividends or interest in foreign currencies. The Fund may hold from time to time
various foreign currencies pending their investment in foreign securities or
their
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<PAGE>
conversion into U.S. dollars. The value of the assets of the Fund as measured in
U.S. dollars may therefore be affected favorably or unfavorably by changes in
exchange rates. There may be less publicly available information concerning
foreign issuers than is available with respect to U.S. issuers. Foreign
securities may not be registered with the U.S. Securities and Exchange
Commission, and generally, foreign companies are not subject to uniform
accounting, auditing and financial reporting requirements comparable to those
applicable to U.S. issuers. See "Investment Objectives and Policies -- Foreign
Securities" in the Statement of Additional Information.
FOREIGN CURRENCY EXCHANGE TRANSACTIONS
Because the Fund may buy and sell securities denominated in currencies
other than the U.S. dollar, and may receive interest and sale proceeds in
currencies other than the U.S. dollar, the Fund from time to time may enter into
foreign currency exchange transactions to convert the U.S. dollar to foreign
currencies, to convert foreign currencies to the U.S. dollar and to convert
foreign currencies to other foreign currencies. Forward foreign currency
exchange contracts are agreements to exchange one currency for another -- for
example, to exchange a certain amount of U.S. dollars for a certain amount of
Japanese yen -- at a future date and at a specified price. Typically, the other
party to a currency exchange contract will be a commercial bank or other
financial institution. A fund either enters into these transactions on a spot
(i.e., cash) basis at the spot rate prevailing in the foreign currency exchange
market, or uses forward contracts to purchase or sell foreign currencies.
Forward foreign currency exchange contracts also allow the Fund to
hedge the currency risk of portfolio securities denominated in a foreign
currency. This technique permits the assessment of the merits of a security to
be considered separately from the currency risk. By separating the asset and the
currency decision, it is possible to focus on the opportunities presented by the
security apart from the currency risk. Although forward foreign currency
exchange contracts are of short duration, generally between one and twelve
months, the forward foreign currency exchange contracts are rolled over in a
manner consistent with a more long-term currency decision. There is a risk of
loss to the Fund if the other party does not complete the transaction.
WHEN-ISSUED PURCHASES AND FORWARD COMMITMENTS.
The Fund may purchase securities on a when-issued basis or enter into
forward commitment transactions. When the Fund agrees to purchase securities on
a when-issued basis or enters into a forward commitment to purchase securities,
the Custodian will set aside cash, U.S. Government securities or other liquid
assets equal to the amount of the purchase or the commitment in a separate
account. As a result, the Fund's liquidity and ability to manage its portfolio
might be affected in the event its when-issued purchases or forward commitments
ever exceeded 25% of the value of its assets. In the case of a forward
commitment to sell portfolio securities, the Custodian will hold the portfolio
securities in a segregated account while the
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<PAGE>
commitment is outstanding. When the Fund engages in when-issued and forward
commitment transactions, it relies on the other party to consummate the trade.
Failure of such party to do so may result in the Fund incurring a loss or
missing an opportunity to obtain a price considered to be advantageous.
OTHER
The Fund's use of certain investment techniques, including derivatives,
options and futures transactions, will subject the Fund to greater risk than
Funds that do not employ such techniques.
INVESTMENT METHODS GENERALLY
Investment methods described in this Prospectus are among those which
the Fund has the power to utilize. Some may be employed on a regular basis;
others may not be used at all. Accordingly, reference to any particular method
or technique carries no implication that it will be utilized or, if it is, that
it will be successful.
MANAGEMENT
- --------------------------------------------------------------------------------
BOARD OF DIRECTORS
The business and affairs of RBB and the Fund are managed under
direction of the RBB's Board of Directors.
INVESTMENT ADVISER
Boston Partners Asset Management, L.P., located at One Financial
Center, 43rd Floor, Boston, Massachusetts 02111, serves as the Fund's investment
adviser. The Adviser provides investment management and investment advisory
services to investment companies and other institutional accounts that had
aggregate total assets under management as of September 30, 1997, in excess of
$12.5 billion.
Subject to the supervision and direction of RBB's Board of Directors,
the Adviser manages the Fund's portfolio in accordance with the Fund's
investment objectives and policies, makes investment decisions for the Fund,
places orders to purchase and sell securities and employs professional portfolio
managers and securities analysts who provide research services to the Fund. For
its services to the Fund, the Adviser is paid an advisory fee computed at an
annual rate of 0.40% of the Fund's average daily net assets, which is calculated
daily and paid monthly. The Adviser has notified RBB, however, that it intends
to waive advisory fees during the Fund's initial fiscal period.
-9-
<PAGE>
PORTFOLIO MANAGEMENT
The day-to-day portfolio management of the Fund is the responsibility
of William R. Leach who is a senior portfolio manager of the Adviser and
Chairman of the Fixed Income Strategy Committee. Prior to joining the Adviser in
April 1995, Mr. Leach was employed by The Boston Company Asset Management, Inc.
("The Boston Company") from 1988 through April 1995 where he was a senior
portfolio manager and Director of the Fixed Income Strategy Committee. Mr. Leach
has over 15 years of investment experience and is a Chartered Financial Analyst
("CFA"). Mr. Leach will be assisted by Glenn S. Davis, Joseph F. Feeney, Jr. and
Michael A. Mullaney. Mr. Davis is a Fixed Income Portfolio Manager with the
Adviser and is also a CFA. Prior to joining the Adviser in April 1995, he was
Vice President and Portfolio Manager at The Boston Company, specializing in
short and intermediate term corporate bonds. Prior to that position, he was
responsible for the Short-term Fixed Income Group at State Street Global
Advisors. He has a total of 16 years of investment experience. Mr. Feeney is a
Fixed Income Portfolio Manager with the Adviser and also a CFA. Prior to joining
the Adviser in April 1995, he was Assistant Vice President and Mortgage-backed
Securities Portfolio Manager for Putnam Investments. Mr. Mullaney is a Fixed
Income Portfolio Manager who joined the Adviser in June 1997. From 1984 to 1997,
he was employed at Putnam Investments, most recently as Managing Director and
Senior Investment Strategist, specializing in portfolio strategy and management.
His prior experience included a position as a senior Consultant from 1981 to
1983 with Chase Econometrics/Interactive Data Corporation, where he focused on
quantitative methodologies in fixed income and equity management. He has over 15
years of investment experience.
ADMINISTRATOR
PFPC Inc. ("PFPC") serves as administrator to the Fund and generally
assists the Fund in all aspects of its administration and operations, including
matters relating to the maintenance of financial records and accounting. PFPC's
principal offices are located at 400 Bellevue Parkway, Wilmington, Delaware
19809. For its services, PFPC receives a fee calculated at an annual rate of
.125% of the Fund's average daily net assets, with a minimum annual fee of
$75,000 payable monthly on a pro rata basis. However, PFPC has notified the Fund
that it intends to waive one-half of its minimum annual fee during the Fund's
initial fiscal period.
TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND CUSTODIAN
PNC Bank, National Association ("PNC Bank") serves as the Fund's
custodian and PFPC serves as the Fund's transfer agent and dividend disbursing
agent.
DISTRIBUTOR
Counsellors Securities Inc. (the "Distributor"), a wholly owned
subsidiary of Warburg Pincus Asset Management, Inc. ("Warburg"), with offices at
466 Lexington Avenue, New York,
-10-
<PAGE>
New York, acts as distributor for the Shares pursuant to a distribution
agreement (the "Distribution Agreement") with RBB on behalf of the Shares.
EXPENSES
The expenses of the Fund are deducted from its total income before
dividends are paid. These expenses include, but are not limited to: distribution
fees; fees paid to the Adviser and PFPC; fees and expenses of officers and
directors who are not affiliated with any of the RBB's investment advisers,
sub-advisers or the Distributor; taxes; interest; legal fees; custodian fees;
auditing fees; brokerage fees and commissions; certain of the fees and expenses
of registering and qualifying the Fund and the Shares for distribution under
federal and state securities laws; expenses of preparing prospectuses and
statements of additional information and of printing and distributing them
annually to existing shareholders that are not attributable to a particular
class of shares of RBB; the expense of reports to shareholders, shareholders'
meetings and proxy solicitations that are not attributable to a particular class
of shares of RBB; fidelity bond and directors and officers' liability insurance
premiums; the expense of using independent pricing services; and other expenses
that are not expressly assumed by the Adviser under its investment advisory
agreement with respect to the Fund. Any general expenses of RBB that are not
readily identifiable as belonging to a particular investment portfolio of RBB
will be allocated among all investment portfolios of RBB based upon the relative
net assets of the investment portfolios. Distribution expenses, transfer agency
expenses, expenses of preparation, printing and distributing prospectuses,
statements of additional information, proxy statements and reports to
shareholders and registration fees, identified as belonging to a particular
class, are allocated to such class.
The Adviser may assume expenses of the Fund from time to time. To the
extent any service providers assume expenses of the Fund, such assumption of
expenses will have the effect of lowering the Fund's overall expense ratio and
increasing its yield to investors.
DISTRIBUTION OF SHARES
- --------------------------------------------------------------------------------
The Board of Directors of RBB has approved and adopted a Distribution
Agreement and Plan of Distribution for the Shares (the "Plan") pursuant to Rule
12b-1 under the 1940 Act. Under the Plan, the Distributor is entitled to receive
from the Fund a distribution fee, which is accrued daily and paid monthly, of up
to 0.15% on an annualized basis of the average daily net assets of the Fund. The
actual amount of such compensation under the Plan is agreed upon by RBB's Board
of Directors and by the Distributor in the Distribution Agreement. Under the
Distribution Agreement, the Distributor has agreed to accept compensation for
its services thereunder and under the Plan in the amount of 0.04% on the first
$200 million of the average daily net assets of the Fund on an annualized basis
in any year and 0.05% thereafter. The Distributor may, in its discretion, from
time to time waive voluntarily all or any portion of its distribution fee.
-11-
<PAGE>
Amounts paid to the Distributor under the Plan may be used by the
Distributor to cover expenses that are related to (i) the sale of Shares of the
Fund, (ii) ongoing servicing and/or maintenance of the accounts of shareholders
of the Fund, and (iii) sub-transfer agency services, subaccounting services or
administrative services related to the sale of the Shares of the Fund, all as
set forth in the Fund's 12b-1 Plan. The Distributor may pay for the cost of
printing (excluding typesetting) and mailing to prospective investors
prospectuses and other materials relating to the Fund as well as for related
direct mail, advertising and promotional expenses.
The Plan obligates the Fund, during the period it is in effect, to
accrue and pay to the Distributor on behalf of the Fund the fee agreed to under
the Distribution Plan. Payments under the Plan are not tied exclusively to
expenses actually incurred by the Distributor, and the payments may exceed
distribution expenses actually incurred.
HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------
GENERAL
Shares representing interests in the Fund are offered continuously for
sale by the Distributor and may be purchased without imposition of a sales
charge. Shares may be purchased initially by completing the application included
in this Prospectus and forwarding the application to the Fund's transfer agent,
PFPC. Purchases of Shares may be effected by wire to an account to be specified
by PFPC or by mailing a check or Federal Reserve Draft, payable to the order of
"The Boston Partners Bond Fund" c/o PFPC Inc., P.O. Box 8852, Wilmington,
Delaware 19899-8852. The name of the Fund, Boston Partners Bond Fund, must also
appear on the check or Federal Reserve Draft. Shareholders may not purchase
shares of the Boston Partners Bond Fund with a check issued by a third party and
endorsed over to the Fund. Federal Reserve Drafts are available at national
banks or any state bank which is a member of the Federal Reserve System. Initial
investments in the Fund must be at least $100,000 and subsequent investments
must be at least $5,000. For purposes of meeting the minimum initial purchase,
clients which are part of endowments, foundations or other related groups may be
aggregated. The Fund reserves the right to suspend the offering of Shares for a
period of time or to reject any purchase order.
Shares may be purchased by principals and employees of the Adviser and
by their spouses and children either directly or through any trust that has the
principal, employee, spouse or child as the primary beneficiaries, their
individual retirement accounts, or any pension and profit-sharing plan of the
Adviser without being subject to the minimum investment limitations.
Shares may be purchased on any Business Day. A "Business Day" is any
day that the New York Stock Exchange (the "NYSE") is open for business.
Currently, the NYSE is closed on weekends and New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day and on the
-12-
<PAGE>
preceding Friday or subsequent Monday when one of these holidays falls on a
Saturday or Sunday, respectively.
The price paid for Shares purchased initially or acquired through the
exercise of an exchange privilege is based on the net asset value next computed
after an order is received by the Fund or its agents. Orders received by the
Fund or its agents after the close of the New York Stock Exchange, Inc.
(currently 4 p.m., Eastern time) are priced at the net asset value next
determined on the following business day. In those cases where an investor pays
for Shares by check, the purchase will be effected at the net asset value next
determined after the Fund or its agents receives the order and the completed
application.
An investor may also purchase Shares by having his bank or his broker
wire Federal Funds to PFPC. An investor's bank or broker may impose a charge for
this service. The Fund does not currently impose a service charge for effecting
wire transfers but reserves the right to do so in the future. In order to ensure
prompt receipt of an investor's Federal Funds wire, for an initial investment it
is important that an investor follows these steps:
A. Telephone the Fund's transfer agent, PFPC, toll-free (888) 261-4073,
and provide PFPC with your name, address, telephone number, Social Security or
Tax Identification Number, the Fund selected, the amount being wired, and by
which bank. PFPC will then provide an investor with a Fund account number.
Investors with existing accounts should also notify PFPC prior to wiring funds.
B. Instruct your bank or broker to wire the specified amount, together
with your assigned account number, to PFPC's account with PNC:
PNC Bank, N.A.
Philadelphia, PA 19103
ABA NUMBER: 0310-0005-3
CREDITING ACCOUNT NUMBER: 86-1108-2507
FROM: (name of investor)
ACCOUNT NUMBER: (Investor's account number with the
Fund)
FOR PURCHASE OF: Boston Partners Bond 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 purchases until it receives a fully
completed and signed application.
For subsequent investments, an investor should follow steps A and B above.
Additional investments in Shares may be made automatically by
authorizing the Fund's transfer agent to withdraw funds from your bank account
on a regular basis. Investors desiring
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<PAGE>
to participate in the automatic investing program should call the Fund's
transfer agent, PFPC, at (888) 261-4073 to obtain the appropriate forms.
HOW TO REDEEM AND EXCHANGE SHARES
- --------------------------------------------------------------------------------
REDEMPTION by MAIL
Shareholders may redeem for cash some or all of their Shares of the
Fund at any time. To do so, a written request in proper form must be sent
directly to Boston Partners Bond Fund c/o PFPC Inc., P.O. Box 8852, Wilmington,
Delaware 19899-8852. There is no charge for a redemption.
A request for redemption must be signed by all persons in whose names
the Shares are registered. Signatures must conform exactly to the account
registration. If the proceeds of the redemption would exceed $10,000, or if the
proceeds are not to be paid to the record owner at the record address, or if the
shareholder is a corporation, partnership, trust or fiduciary, signature(s) must
be guaranteed according to the procedures described below under "Exchange
Privilege."
Generally, a properly signed written request with any required
signature guarantee is all that is required for a redemption. In some cases,
however, other documents may be necessary. In the case of shareholders holding
share certificates, the certificates for the shares being redeemed must
accompany the redemption request. Additional documentary evidence of authority
is also required by the Fund's transfer agent in the event redemption is
requested by a corporation, partnership, trust, fiduciary, executor or
administrator.
INVOLUNTARY REDEMPTION
RBB reserves the right to redeem a shareholder's account at any time
the net asset value of the account falls below $500 as the result of a
redemption or an exchange request. Shareholders will be notified in writing that
the value of their account is less than $500 and will be allowed 30 days to make
additional investments before the redemption is processed.
PAYMENT OF REDEMPTION PROCEEDS
In all cases, the redemption price is the net asset value per share
next determined after the request for redemption is received in proper form by
the Fund or its agents. Payment for Shares redeemed is made by check mailed
within seven days after acceptance by the Fund or its agents of the request and
any other necessary documents in proper order. Such payment may be postponed or
the right of redemption suspended as provided by law. If the Shares to be
redeemed have been recently purchased by check, PFPC may delay mailing a
redemption check for up to 15 days, pending a determination that the check has
cleared. The Fund has elected to be governed
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<PAGE>
by Rule 18f-1 under the 1940 Act so that it is obligated to redeem its Shares
solely in cash up to the lesser of $250,000 or 1% of its net asset value during
any 90-day period for any one shareholder of a portfolio.
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 the Fund for Institutional Shares of the Boston Partners
Large Cap Value Fund or the Boston Partners Mid Cap Value Fund, subject to
restrictions described under "Exchange Privilege Limitations" below. Such
exchange will be effected at the net asset value of the exchanged Fund and the
net asset value of the Boston Partners Large Cap Value Fund or Boston Partners
Mid Cap Value Fund next determined after receipt of a request for an exchange by
the Fund or its agents. 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 Institutional
Shares of the Boston Partners Large Cap Value Fund or Boston Partners Mid Cap
Value Fund, 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 (STAMP), Stock Exchanges Medallion Program (SEMP) and
New York Stock Exchange, Inc. Medallion Signature Program (MSP). Signature
guarantees that are not 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 account in the Boston Partners Large Cap
Value Fund or Boston Partners Mid Cap Value Fund, the dollar value of Shares
acquired must equal or exceed that Fund's minimum for a new account; if to an
existing account, the dollar value must equal or exceed that Fund's minimum for
subsequent investments. If any amount remains in the Fund from which the
exchange is being made, such amount must not drop below the minimum account
value required by the Fund.
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<PAGE>
EXCHANGE PRIVILEGE LIMITATIONS
The Fund's exchange privilege is not intended to afford shareholders a
way to speculate on short-term movements in the market. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the Funds and increase transactions costs, the Fund has
established a policy of limiting excessive exchange activity.
Shareholders are entitled to three (3) exchange redemptions (at least
30 days apart) from the Fund during any twelve-month period. Notwithstanding
these limitations, the Fund reserves the right to reject any purchase request
(including purchases by exchange) that is deemed to be disruptive to efficient
portfolio management.
TELEPHONE TRANSACTIONS
In order to request an exchange or redemption by telephone, a
shareholder must have completed and returned an account application containing
the appropriate telephone election. To add a telephone option to an existing
account that previously did not provide for this option, a Telephone Exchange
Authorization Form must be filed with PFPC. These forms are available from PFPC.
Once this election has been made, the shareholder may simply contact PFPC by
telephone to request the exchange or redemption by calling (888) 261-4073.
Neither RBB, the Fund, the Distributor, the Administrator nor any 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.
RBB's telephone transaction procedures include the following measures:
(1) requiring the appropriate telephone transaction privilege forms; (2)
requiring the caller to provide the names of the account owners, the account
social security number and name of the Fund, all of which must match RBB's
records; (3) requiring RBB's service representative to complete a telephone
transaction form, listing all of the above caller identification information;
(4) permitting exchanges only if the two account registrations are identical;
(5) requiring that redemption proceeds be sent only by check to the account
owners of record at the address of record, or by wire only to the owners of
record at the bank account of record; (6) sending a written confirmation for
each telephone transaction to the owners of record at the address of record
within five (5) business days of the call; and (7) maintaining tapes of
telephone transactions for six months, if the Fund elects to record shareholder
telephone transactions. For accounts held of record by broker-dealers (other
than the Distributor), financial institutions, securities dealers, financial
planners and other industry professionals, additional documentation or
information regarding the scope of a caller's authority is required. Finally,
for telephone transactions in accounts held jointly, additional information
regarding other account holders is required. Telephone transactions will not be
permitted in connection with IRA or other retirement plan accounts or by an
attorney-in-fact under a power of attorney.
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<PAGE>
NET ASSET VALUE
- --------------------------------------------------------------------------------
The net asset value for each class of the Fund is calculated by adding
the value of all its securities to cash and other assets, deducting the actual
and accrued liabilities of each class and dividing by the total number of shares
of the class outstanding. The net asset value is calculated as of the close of
regular trading on the NYSE, generally 4:00 p.m. Eastern Time on each Business
Day.
Valuation of securities held by the Fund is as follows: securities
traded on a national securities exchange or on the NASDAQ National Market System
are valued at the last reported sale price that day; securities traded on a
national securities exchange or on the NASDAQ National Market System for which
there were no sales on that day and securities traded on other over-the-counter
markets for which market quotations are readily available are valued at the mean
of the bid and asked prices; and securities for which market quotations are not
readily available are valued at fair market value as determined in good faith by
or under the direction of RBB's Board of Directors. The amortized cost method of
valuation may also be used with respect to debt obligations with sixty days or
less remaining to maturity.
With the approval of the Board of Directors, the Fund may use a pricing
service, bank or broker-dealer experienced in such matters to value the Fund's
securities. A more detailed discussion of net asset value and security valuation
is contained in the Statement of Additional Information.
DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------
The Fund will distribute substantially all of the net investment income
and net realized capital gains, if any, of the Fund to the Fund's shareholders.
All distributions are reinvested in the form of additional full and fractional
Shares unless a shareholder elects otherwise.
The Fund will declare and pay dividends from net investment income
monthly. 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 Fund and its shareholders
and is not intended as a substitute for careful tax planning. Accordingly,
investors in the Fund should consult their tax advisers with specific reference
to their own tax situation.
-17-
<PAGE>
The Fund will elect to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended. So long as the
Fund qualifies for this tax treatment, 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 the Fund
will be taxed to shareholders as long-term capital gain regardless of the length
of time a shareholder has held his shares, whether such gain was reflected in
the price paid for the shares, or whether such gain was attributable to bonds
bearing tax-exempt interest. All other distributions, to the extent they are
taxable, are taxed to shareholders as ordinary income.
RBB will send written notices to shareholders annually regarding the
tax status of distributions made by the Fund. Dividends declared in December of
any year payable to shareholders of record on a specified date in such a month
will be deemed to have been received by the shareholders on December 31,
provided such dividends are paid during January of the following year. The Fund
intends to make sufficient actual or deemed distributions prior to the end of
each calendar year to avoid liability for federal excise tax.
Investors should be careful to consider the tax implications of buying
shares just prior to a distribution. The price of shares purchased at that time
will reflect the amount of the forthcoming distribution. Those investors
purchasing shares 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.
Shareholders who exchange shares representing interests in one Fund for
shares representing interests in another Fund will generally recognize capital
gain or loss for federal income tax purposes.
Shareholders who are nonresident alien individuals, foreign trusts or
estates, foreign corporations or foreign partnerships may be subject to
different U.S. federal income tax treatment.
MULTI-CLASS STRUCTURE
- --------------------------------------------------------------------------------
The Fund offers one other class of shares, Investor Shares, which are
offered directly to individual investors pursuant to a separate prospectus.
Shares of each class represent equal pro rata interests in the Fund and accrue
dividends and calculate net asset value and performance quotations in the same
manner. The Fund will quote performance of the Investor Shares separately from
Institutional Shares. Because of different fees paid by the Institutional
Shares, the total return on such shares can be expected, at any time, to be
different than the total return on Investor
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<PAGE>
Shares. Information concerning the other class may be obtained by calling the
Fund at (800) 311-9783 or 9829.
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."
THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION
INCORPORATED HEREIN RELATE PRIMARILY TO THE BOSTON PARTNERS BOND FUND AND
DESCRIBE ONLY THE INVESTMENT OBJECTIVES AND POLICIES, OPERATIONS, CONTRACTS AND
OTHER MATTERS RELATING TO BOSTON PARTNERS BOND FUND.
Each share that represents an interest in the Fund has an equal
proportionate interest in the assets belonging to the Fund with each other share
that represents an interest in the Fund, even where a share has a different
class designation than another share representing an interest in the Fund.
Shares of the Fund do not have preemptive or conversion rights. When issued for
payment as described in this Prospectus, Shares will be fully paid and
non-assessable.
RBB currently does not intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. The law under
certain circumstances provides shareholders with the right to call for a meeting
of shareholders to consider the removal of one or more directors. To the extent
required by law, RBB will assist in shareholder communication in such matters.
Holders of Shares of the Fund will vote in the aggregate and not by
class on all matters, except where otherwise required by law. Further,
shareholders of all investment portfolios of RBB will vote in the aggregate and
not by portfolio except as otherwise required by law or when the Board of
Directors determines that the matter to be voted upon affects only the interests
of the shareholders of a particular investment portfolio. (See the Statement of
Additional Information under "Additional Information Concerning Fund Shares" for
examples of when the 1940 Act requires voting by investment portfolio or by
class.) Shareholders of the Fund are entitled to one vote for each full share
held (irrespective of class or portfolio) and fractional votes for fractional
shares held. Voting rights are not cumulative and, accordingly, the holders of
more than 50% of the aggregate shares of Common Stock of the Fund may elect all
of the directors.
As of October 6, 1997, to the Fund's knowledge, no person held of
record or beneficially 25% or more of the outstanding shares of all classes of
RBB.
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<PAGE>
OTHER INFORMATION
- --------------------------------------------------------------------------------
REPORTS AND INQUIRIES
Shareholders will receive unaudited semi-annual reports describing the
Fund's investment operations and annual financial statements audited by
independent accountants. Shareholder inquiries should be addressed to the Fund's
transfer agent, PFPC Inc., at Bellevue Park Corporate Center, 400 Bellevue
Parkway, Wilmington, Delaware 19809, toll-free (888) 261-4073.
SHARE CERTIFICATES
In the interest of economy and convenience, physical certificates
representing Shares in the Fund are not normally issued.
HISTORICAL PERFORMANCE INFORMATION
The table below presents the Composite performance history of certain
of the Adviser's managed accounts on an annualized basis since inception and for
the year ended September 30, 1997. The Composite is comprised of the Adviser's
institutional accounts and other privately managed accounts with investment
objectives, policies and strategies substantially similar to those of the Fund,
although the accounts have operating histories, whereas the Fund, had not
commenced operations as of September 30, 1997. The Composite performance
information includes the reinvestment of interest received by the underlying
securities, realized and unrealized gains and losses, and reflects the payment
of investment advisory fees. The privately managed accounts in the Composite are
only available to the Adviser's institutional advisory clients. The past
performance of the accounts which comprise the Composite is not indicative of
the future performance of the Fund. These accounts have lower investment
advisory fees than the Fund, and the Composite performance figures would have
been lower if subject to the higher fees and expenses to be incurred by the
Fund. These private accounts are also not subject to the same investment
limitations, diversification requirements and other restrictions which are
imposed upon mutual funds under the 1940 Act and the Internal Revenue Code,
which, if imposed, may have adversely affected the performance results of the
Composite. As of September 30, 1997, the Fund had not yet commenced investment
operations and therefore had no performance record of its own. Listed below the
performance history for the Composite is a comparative index comprised of
securities similar to those in which accounts contained in the Composite are
invested.
-20-
<PAGE>
Annualized investment returns for the period ended September 30, 1997
SINCE
ONE YEAR INCEPTION
-------- ---------
Composite Performance...................... 12.93% 9.42%*
Lehman Brothers Aggregate Bond Index ...... 9.74% 7.44%
The Lehman Brothers Aggregate Bond Index is a broad market-weighted index, which
encompasses three major classes of investment-grade, fixed-income securities
with maturities greater than one year, including U.S. Treasury securities,
corporate bonds and mortgage-backed securities.
* The Adviser commenced managing these accounts on June 1, 1995
FUTURE PERFORMANCE INFORMATION
From time to time, the Fund may advertise its performance, including
comparisons to other mutual funds with similar investment objectives and to
stock or other relevant indices. All such advertisements will show the average
annual total return over one, five and ten year periods or, if such periods have
not yet elapsed, shorter periods corresponding to the life of the Fund. Such
total return quotations will be computed by finding the compounded average
annual total return for each time period that would equate the assumed initial
investment of $1,000 to the ending redeemable value, net of fees, according to a
required standardized calculation. The standard calculation is required by the
SEC to provide consistency and comparability in investment company advertising.
The Fund may also from time to time include in such advertising an aggregate
total return figure or a total return figure that is not calculated according to
the standardized formula in order to compare more accurately the Fund's
performance with other measures of investment return. For example, the Fund's
total return may be compared with data published by Lipper Analytical Services,
Inc., CDA Investment Technologies, Inc. or Weisenberger Investment Company
Service, or with the performance of the Lehman Brothers Aggregate Bond Index.
Performance information may also include evaluation of the Fund by nationally
recognized ranking services and information as reported in financial
publications such as Business Week, Fortune, Institutional Investor, Money
Magazine, Forbes, Barron's, The Wall Street Journal, The New York Times, or
other national, regional or local publications. All advertisements containing
performance data will include a legend disclosing that such performance data
represents past performance and that the investment return and principal value
of an investment will fluctuate so that an investor's Shares, when redeemed, may
be worth more or less than their original cost.
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[THIS PAGE INTENTIONALLY LEFT BLANK]
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<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS
PROSPECTUS OR IN RBB'S STATEMENT OF ADDITIONAL
INFORMATION INCORPORATED HEREIN BY REFERENCE, IN
CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY RBB OR ITS
DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFERING BY RBB OR BY THE DISTRIBUTOR IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY
BE MADE.
TABLE OF CONTENTS
PAGE
INTRODUCTION.................................... 3
INVESTMENT OBJECTIVES AND POLICIES.............. 3
INVESTMENT LIMITATIONS.......................... 5
RISK FACTORS.................................... 6
MANAGEMENT...................................... 10
DISTRIBUTION OF SHARES.......................... 12
HOW TO PURCHASE SHARES.......................... 12
HOW TO REDEEM AND EXCHANGE SHARES............... 14
NET ASSET VALUE................................. 17
DIVIDENDS AND DISTRIBUTIONS..................... 17
TAXES .......................................... 18
MULTI-CLASS STRUCTURE........................... 19
DESCRIPTION OF SHARES........................... 19
OTHER INFORMATION............................... 20
INVESTMENT ADVISER
Boston Partners Asset Management, L.P.
Boston, Massachusetts
CUSTODIAN
PNC Bank, N.A.
Philadelphia, Pennsylvania
TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware
DISTRIBUTOR
Counsellors Securities Inc.
New York, New York
COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
PROSPECTUS
___________, 199_
BOSTON PARTNERS
BOND FUND
(Institutional Shares)
bp
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
- --------------------------------------
-23-
<PAGE>
BOSTON PARTNERS BOND FUND bp
(INSTITUTIONAL CLASS) BOSTON PARTNERS ASSET MANAGEMENT, L.P.
--------------------------------------
ACCOUNT APPLICATION
PLEASE NOTE: Do not use this form to open a retirement plan account. For an
IRA application or help with this Application, please call 1-888-261-4073
=== (Please check the appropriate box(es) below.)
1
=== [GRAPHIC OF CHECKBOX OMITTED] Individual
[GRAPHIC OF CHECKBOX OMITTED] Joint Tenant
[GRAPHIC OF CHECKBOX OMITTED] Other
--------------------------------------------------------------------------
NAME SOCIAL SECURITY NUMBER OR TAX ID # OF PRIMARY OWNER
--------------------------------------------------------------------------
NAME OF JOINT OWNER JOINT OWNER SOCIAL SECURITY NUMBER OR TAX ID #
For joint accounts, the account registrants will be
joint tenants with right of survivorship and not
tenants in common unless tenants in common or
community property registrations are requested.
[GRAPHIC OF CHECKBOX OMITTED] UNIFORM GIFTS/TRANSFER TO MINOR'S ACT
- -------------
GIFT TO MINOR:
- -------------
-------------------------------------------------------------------
NAME OF ADULT CUSTODIAN (ONLY ONE PERMITTED)
-------------------------------------------------------------------
NAME OF MINOR (ONLY ONE PERMITTED)
-------------------------------------------------------------------
MINOR'S SOCIAL SECURITY NUMBER AND DATE OF BIRTH
- -------------
CORPORATION,
PARTNERSHIP,
TRUST OR
OTHER ENTITY: ------------------------------------------------------------------
- ------------- NAME OF CORPORATION, PARTNERSHIP, OR OTHER NAME(S) OF TRUSTEE(S)
------------------------------------------------------------------
TAXPAYER IDENTIFICATION NUMBER
=== --------------------------------------------------------------------------
2 STREET OR P.O. BOX AND/OR APARTMENT NUMBER
===
--------------------------------------------------------------------------
CITY STATE ZIP CODE
--------------------------------------------------------------------------
DAY PHONE NUMBER EVENING PHONE NUMBER
===
3 Minimum initial investment of $100,000. Amount of investment $__________
===
<PAGE>
Make the check payable to Boston Partners Bond Fund.
Shareholders may not purchase shares of this Fund with a check issued by a
third party and endorsed over to the Fund.
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.
- ------------
DISTRIBUTION
OPTIONS:
- ------------ INTEREST [GRAPHIC OF CHECKBOX OMITTED]
Pay by Check [GRAPHIC OF CHECKBOX OMITTED]
Reinvest [GRAPHIC OF CHECKBOX OMITTED]
CAPITAL GAINS [GRAPHIC OF CHECKBOX OMITTED]
Pay by Check [GRAPHIC OF CHECKBOX OMITTED]
Reinvest [GRAPHIC OF CHECKBOX OMITTED]
=== To use this option, you must initial the appropriate line below.
4
=== I authorize the Transfer Agent to accept instructions from any persons to
redeem or exchange shares in my account(s) by telephone in accordance with
the procedures and conditions set forth in the Fund's current prospectus.
------------------ -------------
individual initial joint initial Redeem shares, and send the
proceeds to the address of record.
------------------ -------------
individual initial joint initial Exchange shares for shares of the
Boston Partners Large Cap Value
Fund and Mid Cap Value Fund.
The Automatic Investment Plan which is available to shareholders of the
=== Fund, makes possible regularly scheduled purchases of Fund shares to allow
5 dollar-cost averaging. The Fund's Transfer Agent can arrange for an amount
=== of money selected by you to be deducted from your checking account and
used to purchase shares of the Fund.
Please debit $________ from my checking account (named below) on or
about the 20th of the month. PLEASE ATTACH AN UNSIGNED, VOIDED CHECK.
Monthly [GRAPHIC OF CHECKBOX OMITTED]
Every Alternate Month [GRAPHIC OF CHECKBOX OMITTED]
Quarterly [GRAPHIC OF CHECKBOX OMITTED]
Other [GRAPHIC OF CHECKBOX OMITTED]
-----------------------------------------------------
- ------------------- BANK NAME STREET
ADDRESS OR P.O. BOX
BANK OF RECORD: -----------------------------------------------------
- ------------------- CITY STATE ZIP CODE
-----------------------------------------------------
BANK ABA NUMBER BANK ACCOUNT NUMBER
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
6 to this Account Application, and I (we) have received a current
=== prospectus for the Fund in which I (we) am (are)investing.
Under the Interest 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), and
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<PAGE>
(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 1-888-261-4073.
MAIL COMPLETED ACCOUNT APPLICATION AND CHECK TO:
THE BOSTON PARTNERS BOND FUND
C/O PFPC INC.
P.O. BOX 8852
WILMINGTON, DE 19899-8852
-26-
<PAGE>
BOSTON PARTNERS BOND FUND
(INVESTOR CLASS)
OF
THE RBB FUND, INC.
Boston Partners Bond Fund (the "Fund") is an investment portfolio of
The RBB Fund, Inc. ("RBB"), an open-end management investment company. The
shares of the Investor Class ("Shares") offered by this Prospectus represent
interests in the Fund. The investment objectives of the Fund are to maximize
total return by investing principally in investment grade fixed income
securities, and secondarily to seek current income.
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 __________, 199_, has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
Prospectus. It may be obtained free of charge from the Fund by calling (800)
311-9783 or 9829. The Prospectus and the Statement of Additional Information are
available for reference, along with other related material on the SEC Internet
Web Site (http://www.sec.gov).
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY PNC BANK, NATIONAL ASSOCIATION OR ANY OTHER BANK AND SHARES ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY. INVESTMENTS IN SHARES OF THE FUND INVOLVE INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
PROSPECTUS ______, 199_
<PAGE>
EXPENSE TABLE
- --------------------------------------------------------------------------------
The following tables illustrate all expenses and fees (after expected
fee waivers and expense reimbursements) that a shareholder would incur in the
Fund. The expenses and fees in the tables are based on expenses expected to be
incurred for the Fund's initial fiscal period.
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees (after waivers)*...............................0.00%
12b-1 Fees*....................................................0.25%
Other Expenses.................................................0.60%
-----
Total Fund Operating Expenses (after waivers)*.....................0.85%
=====
* In the absence of fee waivers, Management Fees would be 0.40% and
Total Fund Operating Expenses would be 1.25%. Management Fees and
12b-1 Fees are each based on average daily net assets and are
calculated daily and paid monthly.
The caption "Other Expenses" does not include extraordinary expenses as
determined by generally accepted accounting principles, nor does it include
taxes, interest or brokerage fees and expenses on the purchase and sale of
portfolio securities.
EXAMPLE
An investor would pay the following expenses on a $1,000 investment in
the Fund, assuming (1) a 5% annual return and (2) redemption at the end of each
time period:
ONE YEAR THREE YEARS
-------- -----------
Boston Partners Bond Fund............. $9 $27
The Fee Table is designed to assist an investor in understanding the
various costs and expenses that an investor in the Fund will bear directly or
indirectly. (For more complete descriptions of the various costs and expenses,
see "Management" and "Distribution of Shares" below.) The Fee Table reflects a
voluntary waiver of "Management fees" for the Fund which is expected to be in
effect during the initial fiscal period. However, the Adviser is under no
obligation with respect to such waiver and there can be no assurance that any
future waivers of Management fees will not vary from the figure reflected in the
Fee Table.
The Example in the Fee Table assumes that all dividends and
distributions are reinvested and that the amounts listed under "Annual Fund
Operating Expenses After Fee Waivers" remain the same in the years shown. THE
EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES AND ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
No financial data is supplied for the Fund because, as of the date of
this Prospectus, the Fund has no performance history.
-2-
<PAGE>
INTRODUCTION
- --------------------------------------------------------------------------------
RBB is an open-end management investment company incorporated under the
laws of the State of Maryland currently operating or proposing to operate
twenty-two separate investment portfolios. The Shares offered by this Prospectus
represent interests in the Boston Partners Bond Fund. RBB was incorporated in
Maryland on February 29, 1988.
INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------
The investment objectives of the Fund are to maximize total return by
investing principally in investment grade fixed income securities, and
secondarily to seek current income.
The Fund will invest during normal market conditions at least 75% of
its total assets in corporate debt obligations and mortgage-backed and
asset-backed securities (collectively, "Debt Securities") rated investment-grade
or better at the time of purchase by Standard & Poor's ("S&P") or Moody's
Investors Service, Inc. ("Moody's") or which are similarly rated by another
nationally recognized statistical rating organization ("Rating Organization")
(including Fitch Investors Service, Inc., Duff & Phelps, Thomson BankWatch and
IBCA), or are unrated but deemed by Boston Partners Asset Management L.P. (the
"Adviser") to be comparable in quality to instruments so rated. The Fund may
invest up to 25% of its total assets in Debt Securities rated "BB" and "B" by
Moody's or "Ba" and "B" by S&P or which are similarly rated by another Rating
Organization or are unrated but are deemed by the Adviser to be comparable in
quality to instruments that are so rated.
Investment-grade Debt Securities are those rated at the time of
purchase "AAA," "AA," "A" or "BBB" by S&P, "Aaa," "Aa," "A" or "Baa" by Moody's
or which are similarly rated by another Rating Organization or are unrated but
deemed by the Adviser to be comparable in quality to instruments that are so
rated. Debt Securities rated "BBB" by S&P, "Baa" by Moody's or the equivalent
rating of another Rating Organization, while still deemed investment-grade, are
considered to have some speculative characteristics and are more sensitive to
economic change than higher rated bonds. Debt Securities rated below the four
highest ratings of S&P or Moody's are often referred to as "junk bonds." Such
Debt Securities are rated below investment-grade and carry a higher degree of
risk and are regarded, on balance, as predominantly speculative with respect to
capacity to pay interest and repay principal in accordance with the terms of the
obligation. See "Risk Factors -- Lower Rated Securities."
The Adviser will select certain mortgage-backed and asset-backed
securities which it believes have superior risk/return characteristics versus
other fixed income instruments. Mortgage-backed securities represent pools of
mortgage loans assembled for sale to investors by various governmental agencies
as well as by private issuers. Asset-backed securities represent pools of other
assets (such as automobile installment purchase obligations and credit card
receivables) similarly assembled for sale by private issuers. See "Risk Factors
- -- Mortgage-Backed and Asset-Backed Securities" in this prospectus and
"Investment Objectives and Policies" in the Statement of Additional Information.
The Fund may also invest up to 15% of its total assets in each of the
following:
-3-
<PAGE>
collateralized mortgage obligations ("CMOs"), Yankee Bonds
(dollar-denominated debt securities of foreign issuers), non-dollar denominated
bonds of foreign or domestic issuers, securities that can be purchased and sold
privately to institutional investors pursuant to Rule 144A, and convertible Debt
Securities of U.S. and foreign issuers (including convertible preferred stock
and notes). See "Risk Factors" in this Prospectus and "Investment Objectives and
Policies" in the Statement of Additional Information.
The Fund may invest in debt securities issued by the U.S. Government or
government agencies, repurchase agreements and reverse repurchase agreements,
foreign currency exchange transactions, dollar rolls, futures, option contracts
(including options on futures) and stripped securities. The Fund may make
when-issued purchases and forward commitments. See "Risk Factors" in this
Prospectus and "Investment Objectives and Policies" in the Statement of
Additional Information.
The Fund may invest in registered investment companies and investment
funds in foreign countries subject to the provisions of the Investment Company
Act of 1940, as amended (the "1940 Act"), and as discussed in "Investment
Objectives and Policies" in the Statement of Additional Information. If the Fund
invests in such investment companies, the Fund will bear its proportionate share
of the costs incurred by such companies, including investment advisory fees.
Although the Fund has no restriction as to the maximum or minimum
duration of any individual security held by it, during normal market conditions
the Fund's average effective duration will generally be within 5% of the
duration of the Lehman Brothers Aggregate Bond Index. "Duration" is a term used
by investment managers to express the average time to receipt of expected cash
flows (discounted to their present value) on a particular fixed income
instrument or a portfolio of instruments. Duration takes into account the
pattern of a security's cash flow over time, including how cash flow is affected
by prepayments and changes in interest rates. For example, the duration of a
five-year zero coupon bond that pays no interest or principal until the maturity
of the bond is five years. This is because a zero coupon bond produces no cash
flow until the maturity date. On the other hand, a coupon bond that pays
interest semi-annually and matures in five years will have a duration of less
than five years, which reflects the semi-annual cash flows resulting from coupon
payments. Duration also generally defines the effect of interest rate changes on
bond prices. Generally, if interest rates increase by one percent, the value of
a security having an effective duration of five years would decrease in value by
five percent.
Any investment policy or limitation which involves a maximum or minimum
percentage of securities or assets shall not be considered to be violated unless
an excess over or a deficiency under the percentage occurs immediately after,
and is caused by, an acquisition or disposition of securities or utilization of
assets by the Fund.
The Fund's investment objectives and policies described above may be
changed by RBB's Board of Directors without the approval of the Fund's
shareholders.
INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------
The Fund may not change the following investment limitations without
the affirmative vote of the holders of a majority of the Fund's outstanding
Shares. (A
-4-
<PAGE>
complete list of the investment limitations that cannot be changed without such
a vote of the shareholders is contained in the Statement of Additional
Information under "Investment Objectives and Policies.")
The Fund may not:
1. Purchase the securities of any one issuer, other than
securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities, if immediately after and as a result of such
purchase, more than 5% of the value of the Fund's total assets would be
invested in the securities of such issuer, or more than 10% of the
outstanding voting securities of such issuer would be owned by the
Fund, except that up to 25% of the value of the Fund's total assets may
be invested without regard to such limitations.
2. Purchase any securities which would cause, at the time of
purchase, more than 25% of the value of the total assets of the Fund to
be invested in the obligations of issuers in any single industry,
provided that there is no limitation with respect to investments in
U.S. Government obligations.
3. Borrow money or issue senior securities, except that the
Fund may borrow from banks and enter into reverse repurchase agreements
and dollar rolls for temporary purposes in amounts up to one-third of
the value of its total assets at the time of such borrowing; or
mortgage, pledge or hypothecate any assets, except in connection with
any such borrowing and then in amounts not in excess of one-third of
the value of the Fund's total assets at the time of such borrowing. The
Fund will not purchase securities while its aggregate borrowings
(including reverse repurchase agreements, dollar rolls and borrowings
from banks) in excess of 5% of its total assets are outstanding.
Securities held in escrow or separate accounts in connection with the
Fund's investment practices are not considered to be borrowings or
deemed to be pledged for purposes of this limitation.
PORTFOLIO TURNOVER
The Fund retains the right to sell securities irrespective of how long
they have been held. The Adviser estimates that the annual turnover in the Fund
will be approximately 100%. High portfolio turnover (100% or more) will
generally result in higher transaction costs to a portfolio and may result in
the realization of short-term capital gains that are taxable to shareholders as
ordinary income.
RISK FACTORS
- --------------------------------------------------------------------------------
INTEREST RATE RISK
Generally, the market value of fixed income securities is subject to
interest rate fluctuation and can be expected to vary inversely to changes in
the prevailing interest rates. Thus, the value of portfolio investments held by
the Fund is likely to decline if prevailing interest rates rise, and vice versa.
LOWER RATED SECURITIES
Investors should carefully consider the relative risks of investing in
the higher
-5-
<PAGE>
yielding (and, therefore, higher risk) debt securities rated below
investment-grade by S&P or Moody's, or which are similarly rated by another
Rating Organization or are unrated but deemed by the Adviser to be comparable to
instruments so rated.
The Fund's investments in obligations rated below the four highest
ratings of S&P and Moody's have different risks than investments in securities
that are rated "investment-grade." Risk of loss upon default by the borrower is
significantly greater because lower-rated securities are generally unsecured and
are often subordinated to other creditors of the issuer, and because the issuers
frequently have high levels of indebtedness and are more sensitive to adverse
economic conditions, such as recessions, individual corporate developments and
increasing interest rates than are investment-grade issuers. As a result, the
market price of such securities, and the net asset value of the Fund's Shares,
may be particularly volatile.
Additional risks associated with lower-rated fixed income securities
are (a) the relatively low trading market liquidity for the securities and (b)
the creditworthiness of the issuers of such securities. During an economic
downturn or substantial period of rising interest rates, highly-leveraged
issuers may experience financial stress that would adversely affect their
ability to service their principal and interest payment obligations, to meet
projected business goals and to obtain additional financing. An economic
downturn could also disrupt the market for lower-rated bonds generally and
adversely affect the value of outstanding bonds and the ability of the issuers
to repay principal and interest. If the issuer of a lower-rated security held by
the Fund defaulted, the Fund could incur additional expenses to seek recovery.
Adverse publicity and investor perceptions, whether or not based on fundamental
analysis, may also decrease the values and liquidity of lower-rated securities
held by the Fund, especially in a thinly traded market. Finally, the Fund's
trading in fixed income securities entails risks that capital losses rather than
gains will result. As a result, investment in the Fund should not be considered
a complete investment program.
The Adviser will continually evaluate lower-rated securities and the
ability of their issuers to pay interest and principal. The Fund's ability to
achieve its investment objectives may be more dependent on the Adviser's credit
analysis than might be the case for a fund that invested in higher rated
securities. See the "Appendix" in the Statement of Additional Information for a
general description of securities ratings.
MORTGAGE-BACKED AND ASSET-BACKED SECURITIES
Mortgage-backed securities, like other fixed income instruments, may be
subject to risks, including price fluctuations due to interest rate changes. The
returns on mortgage-backed securities may also be negatively affected by changes
in principal pre-payment rates due to interest rate volatility.
Mortgage-related securities acquired by the Fund may include
collateralized mortgage obligations ("CMOs"), a type of derivative, issued by
the Federal National Mortgage Association, the Federal Home Loan Mortgage
Corporation, Government National Mortgage Association or other U.S. Government
agencies or instrumentalities, as well as by private issuers. CMOs may involve
additional risks other than those found in other types of mortgage-related
obligations in that they may exhibit more price volatility and interest rate
risk than such obligations. During periods of rising interest rates, CMOs may
lose their liquidity as CMO market makers may choose not to repurchase, or may
offer prices based on current market conditions, which are
-6-
<PAGE>
unacceptable to a fund based on the fund's analysis of the market value of the
security. See "Investment Objectives and Policies" in the Statement of
Additional Information.
Asset-backed securities are also subject to declines in market value
during periods of rising interest rates. Due to the possibility of prepayment of
the underlying obligations, asset-backed securities have less potential for
capital appreciation than other debt securities of comparable maturities during
periods of declining interest rates. As a result, asset-backed securities may be
less effective than other fixed income securities as a means of locking in
attractive interest rates for the long term.
REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS
The Fund may enter into reverse repurchase agreements with respect to
portfolio securities for temporary purposes (such as to obtain cash to meet
redemption requests) when the liquidation of portfolio securities is deemed
disadvantageous or inconvenient by the Adviser. Reverse repurchase agreements
involve the sale of securities held by the Fund pursuant to the Fund's agreement
to repurchase the securities at an agreed-upon price, date and rate of interest.
Such agreements are considered to be borrowings under the Investment Company Act
of 1940 (the "1940 Act"), and may be entered into only for temporary or
emergency purposes. While reverse repurchase transactions are outstanding, the
Fund will maintain in a segregated account with the Fund's custodian or a
qualified sub-custodian, cash or liquid securities of an amount at least equal
to the market value of the securities, plus accrued interest, subject to the
agreement and will monitor the account to ensure that such value is maintained.
Reverse repurchase agreements involve the risk that the market value of the
securities sold by the Fund may decline below the price of the securities the
Fund is obligated to repurchase. The Fund may also enter into "dollar rols," in
which it sells fixed income securities for delivery in the current month and
simultaneously contracts to repurchase substantially similar (same type, coupon
and maturity) securities on a specified future date. During the roll period, the
Fund would forgo principal and interest paid on such securities. The Fund would
be compensated by the difference between the current sales price and the forward
price for the future purchase, as well as by the interest earned on the cash
proceeds of the initial sale.
FOREIGN SECURITIES RISK
The Fund may invest in foreign securities, as described above.
Investing in securities of foreign issuers involves considerations not typically
associated with investing in securities of companies organized and operating in
the United States. Foreign securities generally are denominated and pay
dividends or interest in foreign currencies. The Fund may hold from time to time
various foreign currencies pending their investment in foreign securities or
their conversion into U.S. dollars. The value of the assets of the Fund as
measured in U.S. dollars may therefore be affected favorably or unfavorably by
changes in exchange rates. There may be less publicly available information
concerning foreign issuers than is available with respect to U.S. issuers.
Foreign securities may not be registered with the U.S. Securities and Exchange
Commission, and generally, foreign companies are not subject to uniform
accounting, auditing and financial reporting requirements comparable to those
applicable to U.S. issuers. See "Investment Objectives and Policies -- Foreign
Securities" in the Statement of Additional Information.
FOREIGN CURRENCY EXCHANGE TRANSACTIONS
Because the Fund may buy and sell securities denominated in currencies
other than the U.S. dollar, and may receive interest and sale proceeds in
currencies other than the U.S. dollar, the Fund from time to time may enter into
foreign currency exchange transactions to convert the U.S. dollar to foreign
currencies, to convert foreign currencies to the U.S. dollar and to convert
foreign currencies to other foreign currencies. Forward foreign currency
exchange contracts are agreements to exchange one currency for another -- for
example, to exchange a certain amount of U.S. dollars for a certain amount of
Japanese yen -- at a future date and at a specified price. Typically, the other
party to a currency exchange contract will be a commercial bank or other
financial institution. A fund either enters into these transactions on a spot
(i.e., cash) basis at the spot rate prevailing in the foreign currency exchange
market, or uses forward contracts to purchase or sell foreign currencies.
Forward foreign currency exchange contracts also allow the Fund to
hedge the currency risk of portfolio securities denominated in a foreign
currency. This technique permits the assessment of the merits of a security to
be considered separately from the currency risk. By separating the asset and the
currency decision, it is possible to focus on the opportunities presented by the
security apart from the currency risk. Although forward foreign currency
exchange contracts are of short duration, generally between one and twelve
months, the forward foreign currency exchange contracts are rolled over in a
manner consistent with a more long-term currency decision. There is a risk of
loss to the Fund if the other party does not complete the transaction.
-7-
<PAGE>
WHEN-ISSUED PURCHASES AND FORWARD COMMITMENTS.
The Fund may purchase securities on a when-issued basis or enter into
forward commitment transactions. When the Fund agrees to purchase securities on
a when-issued basis or enters into a forward commitment to purchase securities,
the Custodian will set aside cash, U.S. Government securities or other liquid
assets equal to the amount of the purchase or the commitment in a separate
account. As a result, the Fund's liquidity and ability to manage its portfolio
might be affected in the event its when-issued purchases or forward commitments
ever exceeded 25% of the value of its assets. In the case of a forward
commitment to sell portfolio securities, the Custodian will hold the portfolio
securities in a segregated account while the commitment is outstanding. When the
Fund engages in when-issued and forward commitment transactions, it relies on
the other party to consummate the trade. Failure of such party to do so may
result in the Fund incurring a loss or missing an opportunity to obtain a price
considered to be advantageous.
OTHER
The Fund's use of certain investment techniques, including derivatives,
options and futures transactions, will subject the Fund to greater risk than
Funds that do not employ such techniques.
INVESTMENT METHODS GENERALLY
Investment methods described in this Prospectus are among those which
the Fund has the power to utilize. Some may be employed on a regular basis;
others may not be used at all. Accordingly, reference to any particular method
or technique carries no implication that it will be utilized or, if it is, that
it will be successful.
MANAGEMENT
- --------------------------------------------------------------------------------
BOARD OF DIRECTORS
The business and affairs of RBB and the Fund are managed under the
direction of RBB's Board of Directors.
INVESTMENT ADVISER
Boston Partners Asset Management, L.P., located at One Financial
Center, 43rd Floor, Boston, Massachusetts 02111, serves as the Fund's investment
adviser. The Adviser provides investment management and investment advisory
services to investment companies and other institutional accounts that had
aggregate total assets under management as of September 30, 1997 in excess of
$12.5 billion.
Subject to the supervision and direction of RBB's Board of Directors,
the Adviser manages the Fund's portfolio in accordance with the Fund's
investment objectives and policies, makes investment decisions for the Fund,
places orders to purchase and sell securities, and employs professional
portfolio managers and securities analysts who provide research services to the
Fund. For its services to the Fund, the Adviser is paid an advisory fee computed
at an annual rate of 0.40% of the Fund's average daily net assets, which is
calculated daily and paid monthly. The Adviser has notified RBB, however, that
it intends to waive advisory fees during the Fund's initial fiscal period.
-8-
<PAGE>
PORTFOLIO MANAGEMENT
The day-to-day portfolio management of the Fund is the responsibility
of William R. Leach who is a senior portfolio manager of the Adviser and
Chairman of the Fixed Income Strategy Committee. Prior to joining the Adviser in
April 1995, Mr. Leach was employed by The Boston Company Asset Management, Inc.
("The Boston Company") from 1988 through April 1995 where he was a senior
portfolio manager and Director of the Fixed Income Strategy Committee. Mr. Leach
has over 15 years of investment experience and is a Chartered Financial Analyst
("CFA"). Mr. Leach will be assisted by Glenn S. Davis, Joseph F. Feeney, Jr. and
Michael A. Mullaney. Mr. Davis is a Fixed Income Portfolio Manager with the
Adviser and is also a CFA. Prior to joining the Adviser in April 1995, he was
Vice President and Portfolio Manager at The Boston Company, specializing in
short and intermediate term corporate bonds. Prior to that position, he was
responsible for the Short-term Fixed Income Group at State Street Global
Advisors. He has a total of 16 years of investment experience. Mr. Feeney is a
Fixed Income Portfolio Manager with the Adviser and also a CFA. Prior to joining
the Adviser in April 1995, he was Assistant Vice President and Mortgage-backed
Securities Portfolio Manager for Putnam Investments. Mr. Mullaney is a Fixed
Income Portfolio Manager who joined the Adviser in June 1997. From 1984 to 1997,
he was employed at Putnam Investments, most recently as Managing Director and
Senior Investment Strategist, specializing in portfolio strategy and management.
His prior experience included a position as a senior Consultant from 1981 to
1983 with Chase Econometrics/Interactive Data Corporation, where he focused on
quantitative methodologies in fixed income and equity management. He has over 15
years of investment experience.
ADMINISTRATOR
PFPC Inc. ("PFPC") serves as administrator to the Fund and generally
assists the Fund in all aspects of its administration and operations, including
matters relating to the maintenance of financial records and accounting. PFPC's
principal offices are located at 400 Bellevue Parkway, Wilmington, Delaware
19809. For its services, PFPC receives a fee calculated at an annual rate of
.125% of the Fund's average daily net assets with a minimum annual fee of
$75,000 payable monthly on a pro rata basis. However, PFPC has notified the Fund
that it intends to waive one-half of its minimum annual fee during the Fund's
initial fiscal period.
TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN
PNC Bank, National Association ("PNC Bank") serves as the Fund's
Custodian and PFPC serves as the Fund's transfer agent and dividend disbursing
agent. PFPC may enter into shareholder servicing agreements with registered
broker-dealers who have entered into dealer agreements with the Distributor
("Authorized Dealers") for the provision of certain shareholder support services
to customers of such Authorized Dealers who are shareholders of the Fund. The
services provided and the fees payable by the Fund for these services are
described in the Statement of Additional Information under "Investment Advisory,
Distribution and Servicing Arrangements."
DISTRIBUTOR
Counsellors Securities Inc. (the "Distributor"), a wholly owned
subsidiary of Warburg Pincus Asset Management, Inc. ("Warburg"), with offices at
466 Lexington
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<PAGE>
Avenue, New York, New York, acts as distributor for the Shares pursuant to a
distribution agreement (the "Distribution Agreement") with RBB on behalf of the
Shares.
EXPENSES
The expenses of the Fund are deducted from its total income before
dividends are paid. These expenses include, but are not limited to: fees paid to
the Adviser and PFPC; distribution fees; fees and expenses of officers and
directors who are not affiliated with any of RBB's investment advisers,
sub-advisers or the Distributor; taxes; interest; legal fees; custodian fees;
auditing fees; brokerage fees and commissions; certain of the fees and expenses
of registering and qualifying the Fund and the Shares for distribution under
federal and state securities laws; expenses of preparing prospectuses and
statements of additional information and of printing and distributing them
annually to existing shareholders that are not attributable to a particular
class of shares of RBB; the expense of reports to shareholders, shareholders'
meetings and proxy solicitations that are not attributable to a particular class
of shares of RBB; fidelity bond and directors and officers liability insurance
premiums; the expense of using independent pricing services and other expenses
that are not expressly assumed by the Adviser under its investment advisory
agreement with respect to the Fund; and other expenses that are not expressly
assumed by the Adviser under its investment advisory agreement with respect to
the Fund. Any general expenses of RBB that are not readily identifiable as
belonging to a particular investment portfolio of RBB will be allocated among
all investment portfolios of RBB based upon the relative net assets of the
investment portfolios. Distribution expenses, transfer agency expenses, expenses
of preparation, printing and distributing prospectuses, statements of additional
information, proxy statements and reports to shareholders, and registration
fees, identified as belonging to a particular class, are allocated to such
class.
The Adviser may assume expenses of the Fund from time to time. To the
extent any service providers assume expenses of the Fund, such assumption of
expenses will have the effect of lowering the Fund's overall expense ratio and
increasing its yield to investors.
DISTRIBUTION OF SHARES
- --------------------------------------------------------------------------------
The Board of Directors of RBB approved and adopted a Distribution
Agreement and Plan of Distribution for the Shares (the "Plan") pursuant to Rule
12b-1 under the 1940 Act. Under the Plan, the Distributor is entitled to receive
from the Fund a distribution fee, which is accrued daily and paid monthly, of up
to 0.25% on an annualized basis of the average daily net assets of the Fund. The
actual amount of such compensation under the Plan is agreed upon by RBB's Board
of Directors and by the Distributor in the Distribution Agreement. The
Distributor may, in its discretion, from time to time waive voluntarily all or
any portion of its distribution fee.
Amounts paid to the Distributor under the Plan may be used by the
Distributor to cover expenses that are related to (i) the sale of Investor
Shares of the Fund, (ii) ongoing servicing and/or maintenance of the accounts of
shareholders of the Fund, and (iii) sub-transfer agency services, subaccounting
services or administrative services related to the sale of the Investor Shares
of the Fund, all as set forth in the Plan. The Distributor may delegate some or
all of these functions to Service Agents. See "How to Purchase Shares --
Purchases Through Intermediaries."
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<PAGE>
The Plan obligates the Fund, during the period it is in effect, to
accrue and pay to the Distributor on behalf of the Fund the fee agreed to under
the Distribution Plan. Payments under the Plan are not tied exclusively to
expenses actually incurred by the Distributor, and the payments may exceed
distribution expenses actually incurred.
PURCHASES THROUGH INTERMEDIARIES.
Shares of the Fund may be available through various brokerage firms,
financial institutions and programs sponsored by other industry professionals
(collectively, "Service Organizations"). Certain features of the Shares, such as
the initial and subsequent investment minimums and certain trading restrictions,
may be modified or waived by Service Organizations. Service Organizations may
impose transaction or administrative charges or other direct fees, which charges
or fees would not be imposed if Fund Shares are purchased directly from the
Fund. Therefore, a client or customer should contact the Service Organization
acting on his behalf concerning the fees (if any) charged in connection with a
purchase or redemption of Fund Shares and should read this Prospectus in light
of the terms governing his accounts with the Service Organization. Service
Organizations will be responsible for promptly transmitting client or customer
purchase and redemption orders to the Fund in accordance with their agreements
with clients or customers. Service Organizations that have entered into
agreements with the Fund or its agent may enter confirmed purchase orders on
behalf of clients and customers, with payment to follow no later than the Fund's
pricing on the following Business Day. If payment is not received by such time,
the Service Organization could be held liable for resulting fees or losses.
For administration, subaccounting, transfer agency and/or other
services, the Adviser or the Distributor or their affiliates may pay Service
Organizations and certain recordkeeping organizations with whom they have
entered into agreements a fee of up to .35% (the "Service Fee') of the average
annual value of accounts with the Fund maintained by such Service Organizations
or recordkeepers. The Service Fee payable to any one Service Organization or
recordkeeper is determined based upon a number of factors, including the nature
and quality of the services provided, the operations processing requirements of
the relationship and the standardized fee schedule of the Service Organization
or recordkeeper. The Adviser, the Distributor or either of their affiliates may,
at their own expense, provide promotional incentives for qualified recipients
who support the sale of Shares consisting of securities dealers who have sold
Fund Shares or others, including banks and other financial institutions, under
special arrangements. Incentives may include opportunities to attend business
meetings, conferences, sales or training programs for recipients, employees or
clients and other programs or events and may also include opportunities to
participate in advertising or sales campaigns and/or shareholder services and
programs regarding one or more Boston Partners Funds. Travel, meals and lodging
may also be paid in connection with these promotional activities. In some
instances, these incentives may be offered only to certain institutions whose
representatives provide services in connection with the sale or expected sale of
significant amounts of Fund Shares.
HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------
GENERAL
Shares representing interests in the Fund are offered continuously for
sale by the Distributor and may be purchased without imposition of a sales
charge. Shares
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<PAGE>
may be purchased initially by completing the application included in this
Prospectus and forwarding the application to the Fund's transfer agent, PFPC.
Purchases of Shares may be effected by wire to an account to be specified by
PFPC or by mailing a check or Federal Reserve Draft, payable to the order of
"The Boston Partners Bond Fund" c/o PFPC Inc., P.O. Box 8852, Wilmington,
Delaware 19899-8852. The name of the Fund, Boston Partners Bond Fund, must also
appear on the check or Federal Reserve Draft. Shareholders may not purchase
shares of the Boston Partners Bond Fund with a check issued by a third party and
endorsed over to the fund. Federal Reserve Drafts are available at national
banks or any state bank which is a member of the Federal Reserve System. Initial
investments in the Fund must be at least $2,500 and subsequent investments must
be at least $100. The Fund reserves the right to suspend the offering of Shares
for a period of time or to reject any purchase order.
Shares may be purchased on any Business Day. A "Business Day" is any
day that the New York Stock Exchange (the "NYSE") is open for business.
Currently, the NYSE is closed on weekends and New Year's Day, 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 these holidays falls on a Saturday or Sunday,
respectively.
The price paid for Shares purchased initially or acquired through the
exercise of an exchange privilege is based on the net asset value next computed
after an order is received by the Fund or its agents. Orders received by the
Fund or its agents after the close of the New York Stock Exchange, Inc.
(currently 4:00 p.m., Eastern time) are priced at the net asset value next
determined on the following business day. In those cases where an investor pays
for Shares by check, the purchase will be effected at the net asset value next
determined after the Fund or its agents receives the order and the completed
application.
Provided that the investment is at least $2,500, an investor may also
purchase Shares by having his bank or his broker wire Federal Funds to PFPC. An
investor's bank or broker may impose a charge for this service. The Fund does
not currently impose a service charge for effecting wire transfers but reserves
the right to do so in the future. In order to ensure prompt receipt of an
investor's Federal Funds wire, for an initial investment, it is important that
an investor follows these steps:
A. Telephone the Fund's transfer agent, PFPC, toll-free (888)
261-4073, and provide PFPC with your name, address, telephone number,
Social Security or Tax Identification Number, the Fund selected, the
amount being wired, and by which bank. PFPC will then provide an
investor with a Fund account number. Investors with existing accounts
should also notify PFPC prior to wiring funds.
B. Instruct your bank or broker to wire the specified amount,
together with your assigned account number, to PFPC's account with PNC:
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<PAGE>
PNC Bank, N.A.
Philadelphia, PA 19103
ABA NUMBER: 0310-0005-3
CREDITING ACCOUNT NUMBER: 86-1108-2507
FROM: (name of investor)
ACCOUNT NUMBER: (Investor's account number with the Fund)
FOR PURCHASE OF: Boston Partners Bond 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 purchases until it
receives a fully completed and signed application.
For subsequent investments, an investor should follow steps A and B above.
AUTOMATIC INVESTING
Additional investments in Shares may be made automatically by authorizing
the Fund's transfer agent to withdraw funds from your bank account. Investors
desiring to participate in the Automatic Investment Plan should call the Fund's
transfer agent, PFPC, at (888)261-4073 to obtain the appropriate forms.
RETIREMENT PLANS
Shares may be purchased in conjunction with individual retirement accounts
("IRAs") and rollover IRAs where PNC Bank acts as Custodian. For further
information as to applications and annual fees, contact PFPC at (888) 261-4073.
To determine whether the benefits of an IRA are available and/or appropriate, a
shareholder should consult with a tax adviser.
HOW TO REDEEM AND EXCHANGE SHARES
- --------------------------------------------------------------------------------
REDEMPTION BY MAIL
Shareholders may redeem for cash some or all of their Shares of the
Fund at any time. To do so, a written request in proper form must be sent
directly to Boston Partners Bond Fund c/o PFPC Inc., P.O. Box 8852, Wilmington,
Delaware 19899-8852. There is no charge for a redemption.
A request for redemption must be signed by all persons in whose names
the Shares are registered. Signatures must conform exactly to the account
registration. If the proceeds of the redemption would exceed $10,000, or if the
proceeds are not to be paid to the record owner at the record address, or if the
shareholder is a corporation, partnership, trust or fiduciary, signature(s) must
be guaranteed according to the procedures described below under "Exchange
Privilege."
Generally, a properly signed written request with any required
signature guarantee is all that is required for a redemption. In some cases,
however, other documents may be necessary. In the case of shareholders holding
share certificates, the certificates for the shares being redeemed must
accompany the redemption request. Additional documentary evidence of authority
is also required by the Fund's transfer agent in the event redemption is
requested by a corporation, partnership, trust, fiduciary, executor or
administrator.
SYSTEMATIC WITHDRAWAL PLAN
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<PAGE>
If your account has a value of at least $10,000, you may establish a
Systematic Withdrawal Plan and receive regular periodic payments. A request to
establish a Systematic Withdrawal Plan must be submitted in writing to PFPC at
P.O. Box 8852, Wilmington, Delaware 19899-8852. Each withdrawal redemption will
be processed on or about the 25th of the month and mailed as soon as possible
thereafter. There are no service charges for maintenance; the minimum amount
that you may withdraw each period is $100. (This is merely the minimum amount
allowed and should not be mistaken for a recommended amount.) The holder of a
Systematic Withdrawal Plan will have any income dividends and any capital gains
distributions reinvested in full and fractional shares at net asset value. To
provide funds for payment, Shares will be redeemed in such amount as is
necessary at the redemption price, which is net asset value next determined
after the Fund's receipt of a redemption request. Redemption of Shares may
reduce or possibly exhaust the Shares in your account, particularly in the event
of a market decline. As with other redemptions, a redemption to make a
withdrawal payment is a sale for federal income tax purposes. Payments made
pursuant to a Systematic Withdrawal Plan cannot be considered as actual yield or
income since part of such payments may be a return of capital.
You will ordinarily not be allowed to make additional investments of
less than the aggregate annual withdrawals under the Systematic Withdrawal Plan
during the time you have the plan in effect and, while a Systematic Withdrawal
Plan is in effect, you may not make periodic investments under the Automatic
Investment Plan. You will receive a confirmation of each transaction showing the
sources of the payment and the Share and cash balance remaining in your plan.
The plan may be terminated on written notice by the shareholder or by the Fund
and will terminate automatically if all Shares are liquidated or withdrawn from
the account or upon the death or incapacity of the shareholder. You may change
the amount and schedule of withdrawal payments or suspend such payments by
giving written notice to the Fund's transfer agent at least seven Business Days
prior to the end of the month preceding a scheduled payment.
INVOLUNTARY REDEMPTION
RBB reserves the right to redeem a shareholder's account at any time
the net asset value of the account falls below $500 as the result of a
redemption or an exchange request. Shareholders will be notified in writing that
the value of their account is less than $500 and will be allowed 30 days to make
additional investments before the redemption is processed.
PAYMENT OF REDEMPTION PROCEEDS
In all cases, the redemption price is the net asset value per share
next determined after the request for redemption is received in proper form by
the Fund or its agents. Payment for Shares redeemed is made by check mailed
within seven days after acceptance by the Fund or its agents of the request and
any other necessary documents in proper order. Such payment may be postponed or
the right of redemption suspended as provided by law. If the Shares to be
redeemed have been recently purchased by check, PFPC may delay mailing a
redemption check, for up to 15 days, pending a determination that the check has
cleared. The Fund has elected to be governed by Rule 18f-1 under the 1940 Act so
that it is obligated to redeem its shares solely in cash up to the lesser of
$250,000 or 1% of its net asset value during any 90-day period for any one
shareholder of a portfolio.
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<PAGE>
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 the Fund for Investor Shares of the Boston Partners Large Cap
Value Fund or Investor Shares of the Boston Partners Mid Cap Value Fund, subject
to the restrictions described under "Exchange Privilege Limitations" below. Such
exchange will be effected at the net asset value of the exchanged Fund and the
net asset value of the Boston Partners Large Cap Value Fund or Boston Partners
Mid Cap Value Fund next determined after receipt of a request for an exchange by
the Fund or its agents. 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 Investor Shares of the
Boston Partners Large Cap Value Fund or Boston Partners Mid Cap Value Fund, 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 (STAMP),
Stock Exchanges Medallion Program (SEMP) and New York Stock Exchange, Inc.
Medallion Signature Program (MSP). Signature guarantees that are not 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 account in the Boston Partners Large Cap Value
Fund or Boston Partners Mid Cap Value Fund, the dollar value of Investor Shares
acquired must equal or exceed that Fund's minimum for a new account; if to an
existing account, the dollar value must equal or exceed that Fund's minimum for
subsequent investments. If any amount remains in the Fund from which the
exchange is being made, such amount must not drop below the minimum account
value required by the Fund.
EXCHANGE PRIVILEGE LIMITATIONS
The Fund's exchange privilege is not intended to afford shareholders a way
to speculate on short-term movements in the market. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the Funds and increase transactions costs, the Fund has
established a policy of limiting excessive exchange activity.
Shareholders are entitled to three (3) exchange redemptions (at least 30
days apart) from the Fund during any twelve-month period. Notwithstanding these
limitations, the Fund reserves the right to reject any purchase request
(including purchases by exchange) that is deemed to be disruptive to efficient
portfolio management.
TELEPHONE TRANSACTIONS
In order to request an exchange or redemption by telephone, a
shareholder must
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<PAGE>
have completed and returned an account application containing the appropriate
telephone election. To add a telephone option to an existing account that
previously did not provide for this option, a Telephone Exchange Authorization
Form must be filed with PFPC. These forms are available from PFPC. Once this
election has been made, the shareholder may simply contact PFPC by telephone to
request the exchange or redemption by calling (888) 261-4073. Neither RBB, the
Fund, the Distributor, the Administrator 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.
RBB's telephone transaction procedures include the following measures: (1)
requiring the appropriate telephone transaction privilege forms; (2) requiring
the caller to provide the names of the account owners, the account social
security number and name of the Fund, all of which must match RBB's records; (3)
requiring RBB's service representative to complete a telephone transaction form,
listing all of the above caller identification information; (4) permitting
exchanges only if the two account registrations are identical; (5) requiring
that redemption proceeds be sent only by check to the account owners of record
at the address of record, or by wire only to the owners of record at the bank
account of record; (6) sending a written confirmation for each telephone
transaction to the owners of record at the address of record within five (5)
business days of the call; and (7) maintaining tapes of telephone transactions
for six months, if the Fund elects to record shareholder telephone transactions.
For accounts held of record by broker-dealers (other than the Distributor),
financial institutions, securities dealers, financial planners and other
industry professionals, additional documentation or information regarding the
scope of a caller's authority is required. Finally, for telephone transactions
in accounts held jointly, additional information regarding other account holders
is required. Telephone transactions will not be permitted in connection with IRA
or other retirement plan accounts or by an attorney-in-fact under a power of
attorney.
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<PAGE>
NET ASSET VALUE
- --------------------------------------------------------------------------------
The net asset value for each class of the Fund is calculated by adding
the value of it's securities to cash and other assets, deducting the actual and
accrued liabilities of each class and dividing by the total number of shares of
the class outstanding. The net asset value is calculated as of the close of
regular trading on the NYSE, generally 4:00 p.m. Eastern time on each Business
Day.
Valuation of securities held by the Fund is as follows: securities
traded on a national securities exchange or on the NASDAQ National Market System
are valued at the last reported sale price that day; securities traded on a
national securities exchange or on the NASDAQ National Market System for which
there were no sales on that day and securities traded on other over-the-counter
markets for which market quotations are readily available are valued at the mean
of the bid and asked prices; and securities for which market quotations are not
readily available are valued at fair market value as determined in good faith by
or under the direction of RBB's Board of Directors. The amortized cost method of
valuation may also be used with respect to debt obligations with sixty days or
less remaining to maturity.
With the approval of the Board of Directors, the Fund may use a pricing
service, bank or broker-dealer experienced in such matters to value the Fund's
securities. A more detailed discussion of net asset value and security valuation
is contained in the Statement of Additional Information.
DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------
The Fund will distribute substantially all of the net investment income
and net realized capital gains, if any, of the Fund to the Fund's shareholders.
All distributions are reinvested in the form of additional full and fractional
Shares unless a shareholder elects otherwise.
The Fund will declare and pay dividends from net investment income
monthly. 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 Fund and its shareholders
and is not intended as a substitute for careful tax planning. Accordingly,
investors in the Fund should consult their tax advisers with specific reference
to their own tax situation.
The Fund will elect to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended. So long as the
Fund qualifies for this tax treatment, 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
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<PAGE>
gain over net short-term capital loss), if any, of the Fund will be taxed to
shareholders as long-term capital gain regardless of the length of time a
shareholder has held his Shares, whether such gain was reflected in the price
paid for the Shares, or whether such gain was attributable to bonds bearing
tax-exempt interest. All other distributions, to the extent they are taxable,
are taxed to shareholders as ordinary income.
RBB will send written notices to shareholders annually regarding the
tax status of distributions made by the Fund. Dividends declared in December of
any year payable to shareholders of record on a specified date in such a month
will be deemed to have been received by the shareholders on December 31,
provided such dividends are paid during January of the following year. The Fund
intends to make sufficient actual or deemed distributions prior to the end of
each calendar year to avoid liability for federal excise tax.
Investors should be careful to consider the tax implications of buying
shares just prior to a distribution. The price of shares purchased at that time
will reflect the amount of the forthcoming distribution. Those investors
purchasing shares immediately prior to a distribution will nevertheless be taxed
on the entire amount of the distribution received, although the distribution is,
in effect, a return of capital.
Shareholders who exchange shares representing interests in one Fund for
shares representing interests in another Fund will generally recognize 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.
MULTI-CLASS STRUCTURE
- --------------------------------------------------------------------------------
The Fund offers one other class of shares, Institutional Shares, which
is offered directly to institutional investors pursuant to a separate
prospectus. Shares of each class represent equal pro rata interests in the Fund
and accrue dividends and calculate net asset value and performance quotations in
the same manner. The Fund will quote performance of Institutional Shares
separately from Investor Shares. Because of different fees paid by the Investor
Shares, the total return on such shares can be expected, at any time, to be
different than the total return on Institutional Shares. Information concerning
the other class may be obtained by calling the Fund at (800) 311-9783 or 9829.
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."
THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION
INCORPORATED HEREIN RELATE PRIMARILY TO THE BOSTON PARTNERS BOND FUND AND
DESCRIBE ONLY THE INVESTMENT OBJECTIVES AND POLICIES, OPERATIONS, CONTRACTS AND
OTHER MATTERS RELATING TO THE BOSTON
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<PAGE>
PARTNERS BOND FUND.
Each share that represents an interest in the Fund has an equal
proportionate interest in the assets belonging to the Fund with each other share
that represents an interest in the Fund, even where a share has a different
class designation than another share representing an interest in the Fund.
Shares of the Fund do not have preemptive or conversion rights. When issued for
payment as described in this Prospectus, Shares will be fully paid and
non-assessable.
RBB currently does not intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. The law under
certain circumstances provides shareholders with the right to call for a meeting
of shareholders to consider the removal of one or more directors. To the extent
required by law, RBB will assist in shareholder communication in such matters.
Holders of Shares of the Fund will vote in the aggregate and not by
class on all matters, except where otherwise required by law. Further,
shareholders of all investment portfolios of RBB will vote in the aggregate and
not by portfolio except as otherwise required by law or when the Board of
Directors determines that the matter to be voted upon affects only the interests
of the shareholders of a particular investment portfolio. (See the Statement of
Additional Information under "Additional Information Concerning Fund Shares" for
examples of when the 1940 Act requires voting by investment portfolio or by
class.) Shareholders of the Fund are entitled to one vote for each full share
held (irrespective of class or portfolio) and fractional votes for fractional
shares held. Voting rights are not cumulative and, accordingly, the holders of
more than 50% of the aggregate shares of Common Stock of the Fund may elect all
of the directors.
As of October 6, 1997, to the Fund's knowledge, no person held of
record or beneficially 25% or more of the outstanding shares of all classes of
RBB.
OTHER INFORMATION
- --------------------------------------------------------------------------------
REPORTS AND INQUIRIES
Shareholders will receive unaudited semi-annual reports describing the
Fund's investment operations and annual financial statements audited by
independent accountants. Shareholder inquiries should be addressed to the Fund's
transfer agent, PFPC Inc., at Bellevue Park Corporate Center, 400 Bellevue
Parkway, Wilmington, Delaware 19809, toll-free (888) 261-4073.
SHARE CERTIFICATES
In the interest of economy and convenience, physical certificates
representing shares in the Fund are not normally issued.
HISTORICAL PERFORMANCE INFORMATION
The table below presents the Composite performance history of certain
of the Adviser's managed accounts on an annualized basis since inception and for
the year ended September 30, 1997. The Composite is comprised of the Adviser's
institutional accounts and other privately managed accounts with investment
objectives, policies
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<PAGE>
and strategies substantially similar to those of the Fund, although the accounts
have operating histories, whereas the Fund had not commenced operations as of
September 30, 1997. The Composite performance information includes the
reinvestment of interest received by the underlying securities, realized and
unrealized gains and losses, and reflects the payment of investment advisory
fees. The privately managed accounts in the Composite are only available to the
Adviser's institutional advisory clients. The past performance of the accounts
which comprise the Composite is not indicative of the future performance of the
Fund. These accounts have lower investment advisory fees than the Fund and the
Composite performance figures would have been lower if subject to the higher
fees and expenses to be incurred by the Fund. These private accounts are also
not subject to the same investment limitations, diversification requirements and
other restrictions which are imposed upon mutual funds under the 1940 Act and
the Internal Revenue Code, which, if imposed, may have adversely affected the
performance results of the Composite. As of September 30, 1997, the Fund had not
yet commenced investment operations and therefore had no performance record of
its own. Listed below the performance history for the Composite is a comparative
index comprised of securities similar to those in which accounts contained in
the Composite are invested.
Annualized investment returns for the Periods ended September 30, 1997
Since
One Year Inception
-------- ---------
Composite Performance..................... 12.93% 9.42%*
Lehman Brothers Aggregate
Bond Index................................ 9.74% 7.44%
* The Adviser commenced managing these accounts on June 1, 1995.
The Lehman Brothers Aggregate Bond Index is a broad market-weighted index, which
encompasses three major classes of investment-grade fixed income securities with
maturities greater than one year, including U.S. Treasury securities, corporate
bonds and mortgage-backed securities.
FUTURE PERFORMANCE INFORMATION
From time to time, the Fund may advertise its performance, including
comparisons to other mutual funds with similar investment objectives and to
stock or other relevant indices. All such advertisements will show the average
annual total return over one, five and ten year periods or, if such periods have
not yet elapsed, shorter periods corresponding to the life of the Fund. Such
total return quotations will be computed by finding the compounded average
annual total return for each time period that would equate the assumed initial
investment of $1,000 to the ending redeemable value, net of fees, according to a
required standardized calculation. The standard calculation is required by the
SEC to provide consistency and comparability in investment company advertising.
The Fund may also from time to time include in such advertising an aggregate
total return figure or a total return figure that is not calculated according to
the standardized formula in order to compare more accurately
-20-
<PAGE>
the Fund's performance with other measures of investment return. For example,
the Fund's total return may be compared with data published by Lipper Analytical
Services, Inc., CDA Investment Technologies, Inc. or Weisenberger Investment
Company Service, or with the performance of the Lehman Brothers Aggregate Bond
Index. Performance information may also include evaluation of the Fund by
nationally recognized ranking services and information as reported in financial
publications such as Business Week, Fortune, Institutional Investor, Money
Magazine, Forbes, Barron's, The Wall Street Journal, The New York Times, or
other national, regional or local publications. All advertisements containing
performance data will include a legend disclosing that such performance data
represents past performance and that the investment return and principal value
of an investment will fluctuate so that an investor's Shares, when redeemed, may
be worth more or less than their original cost.
-21-
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS
PROSPECTUS OR IN RBB'S STATEMENT OF ADDITIONAL
INFORMATION INCORPORATED HEREIN BY REFERENCE, IN
CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY RBB OR ITS
DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFERING BY RBB OR BY THE DISTRIBUTOR IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY
BE MADE.
TABLE OF CONTENTS
PAGE
INTRODUCTION.................................... 3
INVESTMENT OBJECTIVES AND POLICIES.............. 3
INVESTMENT LIMITATIONS.......................... 4
RISK FACTORS.................................... 5
MANAGEMENT...................................... 8
DISTRIBUTION OF SHARES.......................... 11
HOW TO PURCHASE SHARES.......................... 12
HOW TO REDEEM AND EXCHANGE SHARES............... 13
NET ASSET VALUE................................. 17
DIVIDENDS AND DISTRIBUTIONS..................... 17
TAXES .......................................... 17
MULTI-CLASS STRUCTURE........................... 18
DESCRIPTION OF SHARES........................... 18
OTHER INFORMATION............................... 19
INVESTMENT ADVISER
Boston Partners Asset Management, L.P.
Boston, Massachusetts
CUSTODIAN
PNC Bank, N.A.
Philadelphia, Pennsylvania
TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware
DISTRIBUTOR
Counsellors Securities Inc.
New York, New York
COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
PROSPECTUS
___________, 199_
BOSTON PARTNERS
BOND FUND
(Investor Shares)
bp
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
- --------------------------------------
-22-
<PAGE>
BOSTON PARTNERS BOND FUND bp
(INVESTOR CLASS) BOSTON PARTNERS ASSET MANAGEMENT, L.P.
--------------------------------------
ACCOUNT APPLICATION
PLEASE NOTE: Do not use this form to open a retirement plan account. For an
IRA application or help with this Application, please call 1-888-261-4073
=== (Please check the appropriate box(es) below.)
1
=== [GRAPHIC OF CHECKBOX OMITTED] Individual
[GRAPHIC OF CHECKBOX OMITTED Joint Tenant
[GRAPHIC OF CHECKBOX OMITTED Other
--------------------------------------------------------------------------
NAME SOCIAL SECURITY NUMBER OR TAX ID # OF PRIMARY OWNER
--------------------------------------------------------------------------
NAME OF JOINT OWNER JOINT OWNER SOCIAL SECURITY NUMBER OR TAX ID #
For joint accounts, the account registrants will be
joint tenants with right of survivorship and not
tenants in common unless tenants in common or
community property registrations are requested.
[GRAPHIC OF CHECKBOX OMITTED] UNIFORM GIFTS/TRANSFER TO MINOR'S ACT
- -------------
GIFT TO MINOR:
- -------------
-------------------------------------------------------------------
NAME OF ADULT CUSTODIAN (ONLY ONE PERMITTED)
-------------------------------------------------------------------
NAME OF MINOR (ONLY ONE PERMITTED)
-------------------------------------------------------------------
MINOR'S SOCIAL SECURITY NUMBER AND DATE OF BIRTH
- -------------
CORPORATION,
PARTNERSHIP,
TRUST OR
OTHER ENTITY:
- -------------
=== -------------------------------------------------------------------
2 NAME OF CORPORATION, PARTNERSHIP, OR OTHER NAME(S) OF TRUSTEE(S)
===
-------------------------------------------------------------------
TAXPAYER IDENTIFICATION NUMBER
--------------------------------------------------------------------------
STREET OR P.O. BOX AND/OR APARTMENT NUMBER
--------------------------------------------------------------------------
CITY STATE ZIP CODE
--------------------------------------------------------------------------
DAY PHONE NUMBER EVENING PHONE NUMBER
=== Minimum initial investment of $2,500. Amount of investment $__________
3
===
Make the check payable to Boston Partners Bond Fund.
Shareholders may not purchase shares of this Fund with a check issued by a
third party and endorsed over to the Fund.
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.
- ------------
DISTRIBUTION
OPTIONS:
- ------------ DIVIDENDS [GRAPHIC OF CHECKBOX OMITTED]
Pay by Check [GRAPHIC OF CHECKBOX OMITTED]
Reinvest [GRAPHIC OF CHECKBOX OMITTED]
CAPITAL GAINS [GRAPHIC OF CHECKBOX OMITTED]
Pay by Check [GRAPHIC OF CHECKBOX OMITTED]
Reinvest [GRAPHIC OF CHECKBOX OMITTED]
To select this portion please fill out the information below:
- ------------
<PAGE>
SYSTEMATIC Amount---------- Startup Month-------------
WITHDRAWAL
PLAN Frequency Options: Annually [GRAPHIC OF CHECKBOX OMITTED]
- ------------ Monthly [GRAPHIC OF CHECKBOX OMITTED]
Quarterly [GRAPHIC OF CHECKBOX OMITTED]
A minimum account value of $10,000 in a single account is required to
establish a Systematic Withdrawal Plan.
Payments will be made on or near the 25th of the month.
Please check one of the following options:
_____ Please mail checks to Address of Record (Named in Section 2)
_____ Please electronically credit my Bank of Record (Named in Section 5)
=== To use this option, you must initial the appropriate line below.
4
=== I authorize the Transfer Agent to accept instructions from any persons to
redeem or exchange shares in my account(s) by telephone in accordance with
the procedures and conditions set forth in the Fund's current prospectus.
------------------ -------------
individual initial joint initial Redeem shares, and send the proceeds
to the address of record.
------------------ -------------
individual initial joint initial Exchange shares for shares of the
Boston Partners Large Cap Value
Fund and Mid Cap Value Fund.
=== The Automatic Investment Plan which is available to shareholders of the
5 Fund, makes possible regularly scheduled purchases of Fund shares to allow
=== dollar-cost averaging. The Fund's Transfer Agent can arrange for an amount
of money selected by you to be deducted from your checking account and
used to purchase shares of the Fund.
Please debit $________ from my checking account (named below) on or about
the 20th of the month. PLEASE ATTACH AN UNSIGNED, VOIDED CHECK.
[GRAPHIC OF CHECKBOX OMITTED] Monthly
[GRAPHIC OF CHECKBOX OMITTED] Every Alternate Month
[GRAPHIC OF CHECKBOX OMITTED] Quarterly
[GRAPHIC OF CHECKBOX OMITTED] Other
- ------------------- -----------------------------------------------------------
ADDRESS OR P.O. BOX BANK NAME STREET
BANK OF RECORD:
- ------------------- -----------------------------------------------------------
CITY STATE ZIP CODE
-----------------------------------------------------------
BANK ABA NUMBER BANK ACCOUNT NUMBER
=== The undersigned warrants that I (we) have full authority and, if a
6 natural person, I (we) am (are) of legal age to purchase shares pursuant
=== to this Account Application, and I (we) have received a current
prospectus for the Fund in which I (we) am (are) investing.
Under the Interest 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), 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.)
-24-
<PAGE>
For information on additional options, such as IRA Applications,
rollover requests for qualified retirement plans, or for wire
instructions, please call us at 1-888-261-4073.
MAIL COMPLETED ACCOUNT APPLICATION AND CHECK TO: THE BOSTON PARTNERS BOND FUND
C/O PFPC INC.
P.O. BOX 8852
WILMINGTON, DE 19899-8852
<PAGE>
BOSTON PARTNERS BOND FUND
(INSTITUTIONAL AND INVESTOR CLASSES)
OF
THE RBB FUND, INC.
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information provides
supplementary information pertaining to shares of the Investor and Institutional
Classes (the "Shares") representing interests in the Boston Partners Bond Fund
(the "Fund") of The RBB Fund, Inc. ("RBB"). This Statement of Additional
Information is not a prospectus, and should be read only in conjunction with the
Boston Partners Bond Fund Prospectuses, dated __________, 199_ (together, the
"Prospectus"). A copy of any of the Prospectuses may be obtained from RBB by
calling toll-free (800) 311-9783 or 9829. This Statement of Additional
Information is dated __________, 199_.
CONTENTS
<TABLE>
<CAPTION>
INSTITUTIONAL INVESTOR
PROSPECTUS PROSPECTUS
PAGE PAGE PAGE
<S> <C> <C> <C>
General............................................................ 2 __ __
Investment Objectives and Policies................................. 2 __ __
Directors and Officers............................................. 21 N/A N/A
Investment Advisory, Distribution
and Servicing Arrangements....................................... 25 __ __
Portfolio Transactions............................................. 28 __ __
Purchase and Redemption Information................................ 29 __ __
Valuation of Shares................................................ 29 __ __
Performance and Yield Information.................................. 30 __ __
Taxes.............................................................. 33 __ __
Additional Information Concerning
RBB Shares...................................................... 36 __ __
Miscellaneous...................................................... 39 N/A N/A
Financial Statements............................................... N/A N/A N/A
Appendix A......................................................... A-1 N/A N/A
</TABLE>
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 PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE
FUND OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.
-2-
<PAGE>
GENERAL
The RBB Fund, Inc. ("RBB") is an open-end management
investment company currently operating or proposing to operate twenty-two
separate investment portfolios. RBB was organized as a Maryland corporation on
February 29, 1988.
Capitalized terms used herein and not otherwise defined have
the same meanings as are given to them in the Prospectus.
INVESTMENT OBJECTIVES AND POLICIES
The following supplements the information contained in the
Prospectus concerning the investment objectives and policies of the Fund.
ADDITIONAL INFORMATION ON FUND INVESTMENTS.
MORTGAGE-RELATED SECURITIES. There are a number of important
differences among the agencies and instrumentalities of the U.S. Government that
issue mortgage-related securities and among the securities that they issue.
Mortgage-related securities guaranteed by the Government National Mortgage
Association ("GNMA") include GNMA Mortgage Pass-Through Certificates (also known
as "Ginnie Maes"), which are guaranteed as to the timely payment of principal
and interest by GNMA and such guarantee is backed by the full faith and credit
of the United States. GNMA is a wholly-owned U.S. Government corporation within
the Department of Housing and Urban Development. GNMA certificates also are
supported by the authority of GNMA to borrow funds from the U.S. Treasury to
make payments under its guarantee. Mortgage-related securities issued by the
Federal National Mortgage Association ("FNMA") include FNMA guaranteed Mortgage
Pass-Through Certificates (also known as "Fannie Maes"), which are solely the
obligations of the FNMA, are not backed by or entitled to the full faith and
credit of the United States and are supported by the right of the issuer to
borrow from the Treasury. FNMA is a government-sponsored organization owned
entirely by private stockholders. Fannie Maes are guaranteed as to timely
payment of principal and interest by
-3-
<PAGE>
FNMA. Mortgage-related securities issued by the Federal Home Loan Mortgage
Corporation ("FHLMC") include FHLMC Mortgage Participation Certificates (also
known as "Freddie Macs" or "PCs"). FHLMC is a corporate instrumentality of the
United States, created pursuant to an Act of Congress, which is owned entirely
by Federal Home Loan Banks. Freddie Macs are not guaranteed by the United States
or by any Federal Home Loan Banks and do not constitute a debt or obligation of
the United States or of any Federal Home Loan Bank. Freddie Macs entitle the
holder to timely payment of interest, which is guaranteed by the FHLMC. FHLMC
guarantees either ultimate collection or timely payment of all principal
payments on the underlying mortgage loans. When FHLMC does not guarantee timely
payment of principal, FHLMC may remit the amount due on account of its guarantee
of ultimate payment of principal at any time after default on an underlying
mortgage, but in no event later than one year after it becomes payable.
The Fund may invest in multiple class pass-through securities,
including collateralized mortgage obligations ("CMOs") and real estate mortgage
investment conduit ("REMIC") pass-through or participation certificates ("REMIC
Certificates"). These multiple class securities may be issued by U.S. Government
agencies or instrumentalities, including FNMA and FHLMC, or by trusts formed by
private originators of, or investors in, mortgage loans. In general, CMOs and
REMICs are debt obligations of a legal entity that are collateralized by, and
multiple class pass-through securities represent direct ownership interests in,
a pool of residential mortgage loans or mortgage pass-through securities (the
"Mortgage Assets"), the payments on which are used to make payments on the CMOs
or multiple pass-through securities. Investors may purchase beneficial interests
in REMICs, which are known as "regular" interests or "residual" interests. The
Fund does not intend to purchase residual interests.
Each class of CMOs or REMIC Certificates, often referred to as
a "tranche," is issued at a specific adjustable or fixed interest rate and must
be fully retired no later than its final distribution date. Principal
prepayments on the Mortgage Assets underlying the CMOs or REMIC Certificates may
cause some or all of the classes of CMOs or REMIC Certificates to be retired
substantially earlier than their final distribution dates.
-4-
<PAGE>
Generally, interest is paid or accrues on all classes of CMOs or REMIC
Certificates on a monthly basis.
The principal of and interest on the Mortgage Assets may be
allocated among the several classes of CMOs or REMIC Certificates in various
ways. In certain structures (known as "sequential pay" CMOs or REMIC
Certificates), payments of principal, including any principal prepayments, on
the Mortgage Assets generally are applied to the classes of CMOs or REMIC
Certificates in the order of their respective final distribution dates. Thus no
payment of principal will be made on any class of sequential pay CMOs or REMIC
Certificates until all other classes having an earlier final distribution date
have been paid in full.
Additional structures of CMOs or REMIC Certificates include,
among others, "parallel pay" CMOs and REMIC Certificates. Parallel pay CMOs or
REMIC Certificates are those which are structured to apply principal payments
and prepayments of the Mortgage Assets to two or more classes concurrently on a
proportionate or disproportionate basis. These simultaneous payments are taken
into account in calculating the final distribution date of each class.
A wide variety of REMIC Certificates may be issued in the
parallel pay or sequential pay structures. These securities include accrual
certificates (also known as "Z-Bonds"), which only accrue interest at a
specified rate until all other certificates having an earlier final distribution
date have been retired and are converted thereafter to an interest-paying
security, and planned amortization class ("PAC") certificates, which are
parallel pay REMIC Certificates that generally require that specified amounts of
principal be applied on each payment date to one or more classes of REMIC
Certificates (the "PAC Certificates"), even though all other principal payments
and prepayments of the Mortgage Assets are then required to be applied to one or
more other classes of the Certificates. The scheduled principal payments for the
PAC Certificates generally have the highest priority on each payment date after
interest due has been paid to all classes entitled to receive interest
currently. Shortfalls, if any, are added to the amount payable on the next
payment date. The PAC Certificate payment schedule is taken into account in
calculating the final distribution date of each class of PAC. In order to create
PAC tranches, one or
-5-
<PAGE>
more tranches generally must be created that absorb most of the volatility in
the underlying Mortgage Assets. These tranches tend to have market prices and
yields that are much more volatile than the PAC classes.
FNMA REMIC Certificates are issued and guaranteed as to timely
distribution of principal and interest by FNMA. In addition, FNMA will be
obligated to distribute on a timely basis to holders of FNMA REMIC Certificates
required installments of principal and interest and to distribute the principal
balance of each class of REMIC Certificates in full, whether or not sufficient
funds are otherwise available.
For FHLMC REMIC Certificates, FHLMC guarantees the timely
payment of interest, and also guarantees the ultimate payment of principal as
payments are required to be made on the underlying mortgage participation
certificates ("PCs"). PCs represent undivided interests in specified level
payment, residential mortgages or participation therein purchased by FHLMC and
placed in a PC pool. With respect to principal payments on PCs, FHLMC generally
guarantees ultimate collection of all principal of the related mortgage loans
without offset or deduction. FHLMC also guarantees timely payment of principal
on certain PCs, referred to as "Gold PCs."
ASSET-BACKED SECURITIES. Asset-backed securities are generally
issued as pass-through certificates, which represent undivided fractional
ownership interests in an underlying pool of assets, or as debt instruments,
which are also known as collateralized obligations, and are generally issued as
the debt of a special purpose entity organized solely for the purpose of owning
such assets and issuing such debt. Asset-backed securities are often backed by a
pool of assets representing the obligations of a number of different parties.
The yield characteristics of asset-backed securities differ
from traditional debt securities. A major difference is that the principal
amount of the obligations may be prepaid at any time because the underlying
assets (I.E., loans) generally may be prepaid at any time. As a result, if an
asset-backed security is purchased at a premium, a prepayment rate that is
faster than expected may reduce yield to maturity, while a prepayment rate that
is slower than expected may have the opposite effect of
-6-
<PAGE>
increasing yield to maturity. Conversely, if an asset-backed security is
purchased at a discount, faster than expected prepayments may increase, while
slower than expected prepayments may decrease, yield to maturity.
In general, the collateral supporting asset-backed securities
is of shorter maturity than mortgage-related securities. Like other fixed-income
securities, when interest rates rise the value of an asset-backed security
generally will decline; however, when interest rates decline, the value of an
asset-backed security with prepayment features may not increase as much as that
of other fixed-income securities.
FOREIGN SECURITIES. The Fund may invest in securities of
foreign issuers that may or may not be publicly traded in the United States. The
Fund may invest, either directly, or indirectly through investments in
closed-end investment companies, in securities issued by foreign companies
wherever organized. The Fund may invest in Eurodollar Convertible Securities
that are convertible into or exchangeable for foreign equity securities
represented by listed American Depositary Receipts ("ADRs"). Interest and
dividends on such Eurodollar securities are payable in U.S. dollars outside of
the United States.
ADRs are receipts issued by an American bank or trust company
evidencing ownership of underlying securities issued by a foreign issuer. ADRs
may be listed on a national securities exchange or may trade in the
over-the-counter market. ADR prices are denominated in United States dollars;
the underlying security may be denominated in a foreign currency. The underlying
security may be subject to foreign government taxes which would reduce the yield
on such securities. The extent to which a Portfolio will be invested in foreign
companies and ADRs will fluctuate from time to time within the limits stated in
the Prospectus depending on the Adviser's assessment of prevailing market,
economic and other conditions.
The Fund may purchase debt obligations issued or guaranteed by
governments (including states, provinces or municipalities) of countries other
than the United States, or by their agencies, authorities or instrumentalities.
The Fund may purchase debt obligations issued or guaranteed by supranational
-7-
<PAGE>
entities organized or supported by several national governments, such as the
International Bank for Reconstruction and Development (the "World Bank"), the
Inter-American Development Bank, the Asian Development Bank and the European
Investment Bank. The Fund may purchase debt obligations of foreign corporations
or financial institutions, such as Yankee bonds (dollar-denominated bonds sold
in the United States by non-U.S. issuers) and Euro bonds (bonds not issued in
the country (and possibly currency of the country of the issuer).
Fixed commissions on foreign securities exchanges are
generally higher than negotiated commissions on U.S. exchanges, although the
Fund endeavors to achieve the most favorable net results on its portfolio
transactions. There is generally less government supervision and regulation of
securities exchanges, brokers, dealers and listed companies than in the United
States. Settlement mechanics (e.g., mail service between the United States and
foreign countries) may be slower or less reliable than within the United States,
thus increasing the risk of delayed settlements of portfolio transactions or
loss of certificates for portfolio securities.
Foreign markets also have different clearance and settlement
procedures, and in certain markets there have been times when settlements have
been unable to keep pace with the volume of securities transactions, making it
difficult to conduct such transactions. Such delays in settlement could result
in temporary periods when a portion of the assets of a Portfolio is uninvested
and no return is earned thereon. The inability of the Portfolios to make
intended security purchases due to settlement problems could cause the Fund to
miss attractive investment opportunities. Inability to dispose of Fund
securities due to settlement problems could result either in losses to the Fund
due to subsequent declines in value of the securities, or, if a Fund has entered
into a contract to sell the securities, could result in possible liability to
the purchaser. Individual foreign economies may differ favorably or unfavorably
from the U.S. economy in such respects as growth or gross national product, rate
of inflation, capital reinvestment, resource self-sufficiency and balance of
payments position.
Investments in foreign securities involve certain inherent
risks, such as political or economic instability of the
-8-
<PAGE>
issuer or the country of issue, the difficulty of predicting international trade
patterns and the possibility of imposition of exchange controls. Such securities
may also be subject to greater fluctuations in price than securities of domestic
corporations. In addition, there may be less publicly available information
about a foreign company than about a domestic company. Foreign companies
generally are not subject to uniform accounting, auditing and financial
reporting standards comparable to those applicable to domestic companies.
Foreign brokerage commissions and custodian fees are generally higher than in
the United States. With respect to certain foreign countries, there is a
possibility of expropriation or confiscatory taxation, or diplomatic
developments which could affect investment in those countries.
FOREIGN CURRENCY EXCHANGE TRANSACTIONS. In order to protect
against a possible loss on investments resulting from a decline or appreciation
in the value of a particular foreign currency against the U.S. dollar or another
foreign currency or for other reasons, the Fund is authorized to enter into
forward currency exchange contracts. These contracts involve an obligation to
purchase or sell a specified currency at a future date at a price set at the
time of the contract. Forward currency contracts do not eliminate fluctuations
in the values of portfolio securities but rather may allow the Fund to establish
a rate of exchange for a future point in time.
The Fund may enter into forward foreign currency exchange
contracts in several circumstances. When entering into a contract for the
purchase or sale of a security, the Fund may enter into a contract for the
amount of the purchase or sale price to protect against variations, between the
date the security is purchased or sold and the date on which payment is made or
received, in the value of the foreign currency relative to the U.S.
dollar or other foreign currency.
When the Adviser anticipates that a particular foreign
currency may decline substantially relative to the U.S. dollar or other leading
currencies, in order to reduce risk, the Fund may enter into a forward contract
to sell, for a fixed amount, the amount of foreign currency approximating the
value of some or all of the Fund's securities denominated in such foreign
currency. Similarly, when the securities held by the Fund create a short
-9-
<PAGE>
position in a foreign currency, the Fund may enter into a forward contract to
buy, for a fixed amount, an amount of foreign currency approximating the short
position. With respect to any forward foreign currency contract, it will
generally not be possible to precisely match the amount covered by that contract
and the value of the securities involved due to the changes in the values of
such securities resulting from market movements between the date the forward
contract is entered into and the date it matures. While forward contracts may
offer protection from losses resulting from declines or appreciation in the
value of a particular foreign currency, they also limit potential gains which
might result from changes in the value of such currency. The Fund will also
incur costs in connection with forward foreign currency exchange contracts and
conversions of foreign currencies and U.S. dollars. In addition, the Adviser may
purchase or sell forward foreign currency exchange contracts for the Fund for
non-hedging purposes when the Adviser anticipates that the foreign currency will
appreciate or depreciate in value.
A separate account consisting of liquid assets, such as cash,
U.S. Government securities or other liquid high grade debt obligations, equal to
the amount of the Fund's assets that could be required to consummate forward
contracts will be established with the Fund's Custodian except to the extent the
contracts are otherwise "covered." For the purpose of determining the adequacy
of the securities in the account, the deposited securities will be valued at
market or fair value. If the market or fair value of such securities declines,
additional cash or securities will be placed in the account daily so that the
value of the account will equal the amount of such commitments by the Fund. A
forward contract to sell a foreign currency is "covered" if the Fund owns the
currency (or securities denominated in the currency) underlying the contract, or
holds a forward contract (or call option) permitting the Fund to buy the same
currency at a price no higher than the Fund's price to sell the currency. A
forward contract to buy a foreign currency is "covered" if the Fund holds a
forward contract (or put option) permitting the Fund to sell the same currency
at a price as high as or higher than the Fund's price to buy the currency.
ILLIQUID SECURITIES. The Fund may not invest more than 15% of
its net assets in illiquid securities (including repurchase agreements which
have a maturity of longer than seven
-10-
<PAGE>
days), including securities that are illiquid by virtue of the absence of a
readily available market or legal or contractual restrictions on resale.
Securities that have legal or contractual restrictions on resale but have a
readily available market are not considered illiquid for purposes of this
limitation. With respect to the Fund, repurchase agreements subject to demand
are deemed to have a maturity equal to the notice period.
Historically, illiquid securities have included securities
subject to contractual or legal restrictions on resale because they have not
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), securities which are otherwise not readily marketable and repurchase
agreements having a maturity of longer than seven days. Securities which have
not been registered under the Securities Act are referred to as private
placements or restricted securities and are purchased directly from the issuer
or in the secondary market. Mutual funds do not typically hold a significant
amount of these restricted or other illiquid securities because of the potential
for delays on resale and uncertainty in valuation. Limitations on resale may
have an adverse effect on the marketability of portfolio securities and a mutual
fund might be unable to dispose of restricted or other illiquid securities
promptly or at reasonable prices and might thereby experience difficulty
satisfying redemptions within seven days. A mutual fund might also have to
register such restricted securities in order to dispose of them resulting in
additional expense and delay. Adverse market conditions could impede such a
public offering of securities.
In recent years, however, a large institutional market has
developed for certain securities that are not registered under the Securities
Act including repurchase agreements, commercial paper, foreign securities,
municipal securities and corporate bonds and notes. Institutional investors
depend on an efficient institutional market in which the unregistered security
can be readily resold or on an issuer's ability to honor a demand for repayment.
The fact that there are contractual or legal restrictions on resale to the
general public or to certain institutions may not be indicative of the liquidity
of such investments.
-11-
<PAGE>
SEC Rule 144A allows for a broader institutional trading
market for securities otherwise subject to restriction on resale to the general
public. Rule 144A establishes a "safe harbor" from the registration requirements
of the Securities Act for resales of certain securities to qualified
institutional buyers. The Adviser anticipates that the market for certain
restricted securities such as institutional commercial paper will expand further
as a result of this regulation and the development of automated systems for the
trading, clearance and settlement of unregistered securities of domestic and
foreign issuers, such as the PORTAL System sponsored by the National Association
of Securities Dealers, Inc.
The Adviser will monitor the liquidity of restricted
securities in the Fund under the supervision of the Board of Directors. In
reaching liquidity decisions, the Adviser may consider, INTER ALIA, the
following factors: (1) the unregistered nature of the security; (2) the
frequency of trades and quotes for the security; (3) the number of dealers
wishing to purchase or sell the security and the number of other potential
purchasers; (4) dealer undertakings to make a market in the security; and (5)
the nature of the security and the nature of the marketplace trades (e.g., the
time needed to dispose of the security, the method of soliciting offers and the
mechanics of the transfer). The Fund does not presently intend to invest more
than 5% of net assets in illiquid securities.
WHEN-ISSUED PURCHASES AND FORWARD COMMITMENTS. When the Fund
agrees to purchase securities on a when-issued basis or enters into a forward
commitment to purchase securities, the Custodian will set aside cash, U.S.
government securities or other liquid assets equal to the amount of the
purchase or the commitment in a separate account. The market value of the
separate account will be monitored and if such market value declines, the Fund
will be required subsequently to place additional assets in the separate account
in order to ensure that the value of the account remains equal to the amount of
the Fund's commitments.
-12-
<PAGE>
The Fund will make commitments to purchase securities on a
when-issued basis or to purchase or sell securities on a forward commitment
basis only with the intention of completing the transaction and actually
purchasing or selling the securities. If deemed advisable as a matter of
investment strategy, however, the Fund may dispose of or renegotiate a
commitment after it is entered into, and may sell securities it has committed to
purchase before those securities are delivered to the Fund on the settlement
date. In these cases, the Fund may realize a capital gain or loss.
The value of the securities underlying a when-issued purchase
or a forward commitment to purchase securities, and any subsequent fluctuations
in their value, is taken into account when determining the Fund's net asset
value starting on the day that the Fund agrees to purchase the securities. The
Fund does not earn interest on the securities it has committed to purchase until
they are paid for and delivered on the settlement date. When the Fund makes a
forward commitment to sell securities it owns, the proceeds to be received upon
settlement are included in the Fund's assets, and fluctuations in the value of
the underlying securities are not reflected in the Fund's net asset value as
long as the commitment remains in effect.
-13-
<PAGE>
FORWARD CURRENCY TRANSACTIONS. The Fund's participation in
forward currency contracts will be limited to hedging involving either specific
transactions or portfolio positions. Transaction hedging involves the purchase
or sale of foreign currency with respect to specific receivables or payables of
the Fund generally arising in connection with the purchase or sale of its
portfolio securities. The purpose of transaction hedging is to "lock in" the
U.S. dollar equivalent price of such specific securities. Position hedging is
the sale of foreign currency with respect to portfolio security positions
denominated or quoted in that currency. The Funds will not speculate in foreign
currency exchange transactions. Transaction and position hedging will not be
limited to an overall percentage of the Fund's assets, but will be employed as
necessary to correspond to particular transactions or positions. The Fund may
not hedge its currency positions to an extent greater than the aggregate market
value (at the time of entering into the forward contract) of the securities held
in its portfolio denominated, quoted in, or currently convertible into that
particular currency. When the Fund engages in forward currency transactions,
certain asset segregation requirements must be satisfied to ensure that the use
of foreign currency transactions is unleveraged. When a Fund takes a long
position in a forward currency contract, it must maintain a segregated account
containing liquid assets equal to the purchase price of the contract, less any
margin or deposit. When a Fund takes a short position in a forward currency
contract, the Fund must maintain a segregated account containing liquid assets
in an amount equal to the market value of the currency underlying such contract
(less any margin or deposit), which amount must be at least equal to the market
price at which the short position was established. Asset segregation
requirements are not applicable when a Fund "covers" a forward currency position
generally by entering into an offsetting position.
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<PAGE>
The transaction costs to the Fund of engaging in forward
currency transactions vary with factors such as the currency involved, the
length of the contract period and prevailing currency market conditions. Because
currency transactions are usually conducted on a principal basis, no fees or
commissions are involved. The use of forward currency contracts does not
eliminate fluctuations in the underlying prices of the securities being hedged,
but it does establish a rate of exchange that can be achieved in the future.
Thus, although forward currency contracts used for transaction or position
hedging purposes may limit the risk of loss due to an increase in the value of
the hedged currency, at the same time they limit potential gain that might
result were the contracts not entered into. Further, the Adviser may be
incorrect in its expectations as to currency fluctuations, and the Fund may
incur losses in connection with its currency transactions that it would not
otherwise incur. If a price movement in a particular currency is generally
anticipated, a Fund may not be able to contract to sell or purchase that
currency at an advantageous price.
At or before the maturity of a forward sale contract, the Fund
may sell a portfolio security and make delivery of the currency, or retain the
security and offset its contractual obligation to deliver the currency by
purchasing a second contract pursuant to which the Fund will obtain, on the same
maturity date, the same amount of the currency which it is obligated to deliver.
If the Fund retains the portfolio security and engages in an offsetting
transaction, the Fund, at the time of execution of the offsetting transaction,
will incur a gain or a loss to the extent that movement has occurred in forward
contract prices. Should forward prices decline during the period between a
Fund's entering into a forward contract for the sale of a currency and the date
it enters into an offsetting contract for the purchase of the currency, the Fund
will realize a gain to the extent the price of the currency it has agreed to
sell exceeds the price of the currency it has agreed to purchase. Should forward
prices increase, the Fund will suffer a loss to the extent the price of the
currency it has agreed to sell is less than the price of the currency it has
agreed to purchase in the offsetting contract. The foregoing principles
generally apply also to forward purchase contracts.
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<PAGE>
CONVERTIBLE SECURITIES. The Fund may invest in convertible
securities. A convertible security is a bond, debenture, note, preferred stock
or other security that may be converted into or exchanged for a prescribed
amount of common stock of the same or a different issuer within a particular
period of time at a specified price or formula. A convertible security entitles
the holder to receive interest paid or accrued on debt or the dividend paid on
preferred stock until the convertible security matures or is redeemed, converted
or exchanged. Before conversion, convertible securities have characteristics
similar to nonconvertible debt securities in that they ordinarily provide a
stable stream of income with generally higher yields than those of common stocks
of the same or similar issuers. Convertible securities rank senior to common
stock in a corporation's capital structure but are usually subordinated to
comparable nonconvertible securities. While no securities investment is
completely without risk, investments in convertible securities generally entail
less risk than the corporation's common stock, although the extent to which such
risk is reduced depends in large measure upon the degree to which the
convertible security sells above its value as a fixed income security.
Convertible securities have unique investment characteristics in that they
generally (1) have higher yields than common stocks, but lower yields than
comparable non-convertible securities, (2) are less subject to fluctuation in
value than the underlying stock since they have fixed income characteristics and
(3) provide the potential for capital appreciation if the market price of the
underlying common stock increases.
The value of a convertible security is a function of its
"investment value" (determined by its yield in comparison with the yields of
other securities of comparable maturity and quality that do not have a
conversion privilege) and its "conversion value" (the security's worth, at
market value, if converted into the underlying common stock). The investment
value of a convertible security is influenced by changes in interest rates, with
investment value declining as interest rates increase and increasing as interest
rates decline. The credit standing of the issuer and other factors also may have
an effect on the convertible security's investment value. The conversion value
of a convertible security is determined by the market price of the underlying
common stock. If the conversion value is low relative to the investment value,
the price of the convertible
-16-
<PAGE>
security is governed principally by its investment value. Generally the
conversion value decreases as the convertible security approaches maturity. To
the extent the market price of the underlying common stock approaches or exceeds
the conversion price, the price of the convertible security will be increasingly
influenced by its conversion value. A convertible security generally will sell
at a premium over its conversion value by the extent to which investors place
value on the right to acquire the underlying common stock while holding a fixed
income security.
A convertible security might be subject to redemption at the
option of the issuer at a price established in the convertible security's
governing instrument. If a convertible security held by the Fund is called for
redemption, the Fund will be required to permit the issuer to redeem the
security, convert it into the underlying common stock or sell it to a third
party. The Fund does not presently intend to invest more than 5% of net assets
in convertible securities, or securities received by the Fund upon conversion
thereof.
LENDING OF FUND SECURITIES. The Fund may lend its portfolio
securities to financial institutions in accordance with the investment
restrictions described below. Such loans would involve risks of delay in
receiving additional collateral in the event the value of the collateral
decreased below the value of the securities loaned or of delay in recovering the
securities loaned or even loss of rights in the collateral should the borrower
of the securities fail financially. However, loans will be made only to
borrowers deemed by the Adviser to be of good standing and only when, in the
Adviser's judgment, the income to be earned from the loans justifies the
attendant risks. Any loans of the Fund's securities will be fully collateralized
and marked to market daily. The Fund does not presently intend to invest more
than 5% of net assets in securities lending.
REPURCHASE AGREEMENTS. The Fund may agree to purchase
securities from financial institutions subject to the seller's agreement to
repurchase them at an agreed-upon time and price ("repurchase agreements"). The
securities held subject to a repurchase agreement may have stated maturities
exceeding 397 calendar days, provided the repurchase agreement itself matures in
less than 397 calendar days. The financial institutions with whom the Fund may
enter into repurchase agreements will be banks which the Adviser considers
creditworthy pursuant to criteria
-17-
<PAGE>
approved by the Board of Directors and nonbank dealers of U.S. Government
securities that are listed on the Federal Reserve Bank of New York's list of
reporting dealers. The Adviser will consider the creditworthiness of a seller in
determining whether to have the Fund enter into a repurchase agreement. The
seller under a repurchase agreement will be required to maintain the value of
the securities subject to the agreement at not less than the repurchase price
plus accrued interest. The Adviser will mark to market daily the value of the
securities, and will, if necessary, require the seller to maintain additional
securities, to ensure that the value is not less than the repurchase price.
Default by or bankruptcy of the seller would, however, expose the Fund to
possible loss because of adverse market action or delays in connection with the
disposition of the underlying obligations.
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<PAGE>
U.S. GOVERNMENT OBLIGATIONS. The Fund may purchase U.S.
Government agency and instrumentality obligations that are debt securities
issued by U.S. Government-sponsored enterprises and federal agencies. Some
obligations of agencies and instrumentalities of the U.S. Government are
supported by the full faith and credit of the U.S. or by U.S. Treasury
guarantees, such as securities of the Government National Mortgage Association
and the Federal Housing Authority; others, by the ability of the issuer to
borrow, provided approval is granted, from the U.S. Treasury, such as securities
of the Federal Home Loan Mortgage Corporation and others, only by the credit of
the agency or instrumentality issuing the obligation, such as securities of the
Federal National Mortgage Association and the Federal Loan Banks.
The Fund's net assets may be invested in obligations issued or
guaranteed by the U.S. Treasury or the agencies or instrumentalities of the U.S.
Government, including options and futures on such obligations. The maturities of
U.S. Government securities usually range from three months to thirty years.
Examples of types of U.S. Government obligations include U.S. Treasury Bills,
Treasury Notes and Treasury Bonds and the obligations of Federal Home Loan
Banks, Federal Farm Credit Banks, Federal Land Banks, the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Federal National Mortgage Association,
Government National Mortgage Association, General Services Administration,
Student Loan Marketing Association, Central Bank for Cooperatives, Federal Home
Loan Mortgage Corporation, Federal Intermediate Credit Banks, Maritime
Administration, the Asian-American Development Bank and the Inter-American
Development Bank.
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. To seek to
increase total return, to hedge against changes in interest rates, securities
prices or currency exchange rates,
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the Fund may purchase and sell various kinds of futures contracts, and purchase
and write call and put options on any of such futures contracts. The Fund may
also enter into closing purchase and sale transactions with respect to any such
contracts and options. The futures contracts may be based on various securities
(such as U.S. Government Securities), foreign currencies, securities indices and
other financial instruments and indices. The Fund will engage in futures and
related options transactions for bona fide hedging purposes as defined in
regulations of the Commodity Futures Trading Commission or to seek to increase
total return to the extent permitted by such regulations. The Fund may not
purchase or sell futures contracts or purchase or sell related options to seek
to increase total return, except for closing purchase or sale transactions, if
immediately thereafter the sum of the amount of initial margin deposits and
premiums paid on the Fund's outstanding positions in futures and related options
entered into for the purpose of seeking to increase total return would exceed 5%
of the market value of the Fund's net assets. These transactions involve
brokerage costs, require margin deposits and, in the case of contracts and
options obligating the Fund to purchase securities or currencies, require the
Fund to segregate and maintain cash or liquid assets with a value equal to the
amount of the Fund's obligations.
While transactions in futures contracts and options on futures may
reduce certain risks, such transactions themselves entail certain other risks.
Thus, while the Fund may benefit from the use of futures and options on futures,
unanticipated changes in interest rates, securities prices or currency exchange
rates may result in a poorer overall performance than if the Fund had not
entered into any futures contracts or options transactions. Because perfect
correlation between a futures position and portfolio position which is intended
to be protected is impossible to achieve, the desired protection may not be
obtained and the Fund may be exposed to risk of loss. The loss incurred by the
Fund in entering into futures contracts and in writing call options on futures
is potentially unlimited and may exceed the amount of the premium received.
Futures markets are highly volatile and the use of futures may increase the
volatility of the Fund's net asset value. The profitability of the Fund's
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<PAGE>
trading in futures to seek to increase total return depends upon the ability of
the Adviser to correctly analyze the futures markets. In addition, because of
the low margin deposits normally required in futures trading, a relatively small
price movement in a futures contract may result in substantial losses to the
Fund. Further, futures contracts and options on futures may be illiquid, and
exchanges may limit fluctuations in futures contract prices during a single day.
STRIPPED SECURITIES. The Federal Reserve has established an
investment program known as "STRIPS" or "Separate Trading of Registered Interest
and Principal of Securities." The Fund may purchase securities registered under
this program. This program allows the Fund to be able to have beneficial
ownership of zero coupon securities recorded directly in the book-entry
record-keeping system in lieu of having to hold certificates or other evidences
of ownership of the underlying U.S. Treasury securities. The Treasury Department
has, within the past several years, facilitated transfers of such securities by
accounting separately for the beneficial ownership of particular interest coupon
and principal payments on Treasury securities through the Federal Reserve
book-entry record-keeping system.
In addition, the Fund may acquire U.S. Government Obligations
and their unmatured interest coupons that have been separated ("stripped") by
their holder, typically a custodian bank or investment brokerage firm. Having
separated the interest coupons from the underlying principal of the U.S.
Government Obligations, the holder will resell the stripped securities in
custodial receipt programs with a number of different names, including "Treasury
Income Growth Receipts" ("TIGRs") and "Certificate of Accrual on Treasury
Securities" ("CATS"). The stripped coupons are sold separately from the
underlying principal, which is usually sold at a deep discount because the buyer
receives only the right to receive a future fixed payment on the security and
does not receive any rights to periodic interest (cash) payments. The underlying
U.S. Treasury bonds and notes themselves are held in book-entry form at the
Federal Reserve Bank or, in the case of bearer securities (i.e., unregistered
securities which are ostensibly owned by the bearer or holder), in trust on
behalf of the owners. RBB is unaware of any binding legislative, judicial or
administrative authority on this issue.
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<PAGE>
COMMERCIAL PAPER. The Fund may purchase commercial paper rated
(at the time of purchase) "A-1," "A-2," or "A-3" by S&P or "Prime-1," "Prime-2,"
or "Prime-3" by Moody's or, when deemed advisable by the Fund's investment
adviser, issues rated "B" or "Not Prime" by S&P or Moody's, respectively. These
rating symbols are described in Appendix A hereto. The Fund may also purchase
unrated commercial paper provided that such paper is determined to be of
comparable quality by the Fund's investment adviser pursuant to guidelines
approved by the Fund's Board of Directors. Commercial paper issues in which the
Fund may invest include securities issued by corporations without registration
under the Securities Act in reliance on the exemption from such registration
afforded by Section 3(a)(3) thereof, and commercial paper issued in reliance on
the so-called "private placement" exemption from registration, which is afforded
by Section 4(2) of the Securities Act ("Section 4(2) paper"). Section 4(2) paper
is restricted as to disposition under the federal securities laws in that any
resale must similarly be made in an exempt transaction. Section 4(2) paper is
normally resold to other institutional investors through or with the assistance
of investment dealers who make a market in Section 4(2) paper, thus providing
liquidity. The Fund does not presently intend to invest more than 5% of its net
assets in commercial paper.
MONEY MARKET INSTRUMENTS. The Fund may invest in "money market
instruments," for purposes of temporary defensive measures which include, among
other things, bank obligations. Bank obligations include bankers' acceptances,
negotiable certificates of deposit, and non-negotiable time deposits earning a
specified return and issued by a U.S. bank which is a member of the Federal
Reserve System or insured by the Bank Insurance Fund of the Federal Deposit
Insurance Corporation ("FDIC"), or by a savings and loan association or savings
bank which is insured by the Savings Association Insurance Fund of the FDIC.
Bank obligations also include U.S. dollar-denominated obligations of foreign
branches of U.S. banks and obligations of domestic branches of foreign banks.
Such investments may involve risks that are different from investments in
securities of domestic branches of U.S. banks. These risks may include future
unfavorable political and economic developments, possible withholding taxes on
interest income, seizure or nationalization of foreign deposits, currency
-22-
<PAGE>
controls, interest limitations, or other governmental restrictions which might
affect the payment of principal or interest on the securities held in the Fund.
Additionally, these institutions may be subject to less stringent reserve
requirements and to different accounting, auditing, reporting and recordkeeping
requirements than those applicable to domestic branches of U.S. banks. The Fund
will invest in obligations of domestic branches of foreign banks and foreign
branches of domestic banks only when the Adviser believes that the risks
associated with such investment are minimal.
INVESTMENT LIMITATIONS.
RBB has adopted the following fundamental investment
limitations, which may not be changed without the affirmative vote of the
holders of a majority of the Fund's outstanding Shares (as defined in Section
2(a) (42) of the 1940 Act). The Fund may not:
1. Borrow money, except from banks, and only if after such
borrowing there is asset coverage of at least 300% for all borrowings of the
Fund; or mortgage, pledge or hypothecate any of its assets except in connection
with any such borrowing and in amounts not in excess of the lesser of the dollar
amounts borrowed or 33 1/3% of the value of the Fund's total assets at the time
of such borrowing;
2. Issue any senior securities, except as permitted
under the 1940 Act;
3. Act as an underwriter of securities within the meaning of
the Securities Act, except insofar as it might be deemed to be an underwriter
upon disposition of certain portfolio securities acquired within the limitation
on purchases of restricted securities;
4. Purchase or sell real estate (including real estate limited
partnership interests), provided that the Fund may invest (a) in securities
secured by real estate or interests therein or issued by companies that invest
in real estate or interests therein or (b) in real estate investment trusts;
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5. Purchase or sell commodities or commodity contracts, except
that a Fund may deal in forward foreign exchanges between currencies of the
different countries in which it may invest and purchase and sell stock index and
currency options, stock index futures, financial futures and currency futures
contracts and related options on such futures;
6. Make loans, except through loans of portfolio instruments
and repurchase agreements, provided that for purposes of this restriction the
acquisition of bonds, debentures or other debt instruments or interests therein
and investment in government obligations, loan participations and assignments,
short-term commercial paper, certificates of deposit and bankers' acceptances
shall not be deemed to be the making of a loan;
7. Invest 25% or more of its assets, taken at market value at
the time of each investment, in the securities of issuers in any particular
industry (excluding the U.S. Government and its agencies and instrumentalities);
or
8. Purchase the securities of any one issuer, other than
securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, if immediately after and as a result of such purchase, more
than 5% of the value of the Fund's total assets would be invested in the
securities of such issuer, or more than 10% of the outstanding voting securities
of such issuer would be owned by the Fund, except that up to 25% of the value of
the Fund's total assets may be invested without regard to such limitations.
(For purposes of Investment Limitation No. 1, any collateral
arrangements with respect to, if applicable, the writing of options and futures
contracts, options on futures contracts, and collateral arrangements with
respect to initial and variation margin are not deemed to be a pledge of assets.
For purposes of Investment Limitation No. 2, neither the foregoing arrangements
nor the purchase or sale of futures or related options are deemed to be the
issuance of senior securities.)
The Fund may invest in securities issued by other investment
companies within the limits prescribed by the 1940 Act. As a shareholder of
another investment company, the Fund
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<PAGE>
would bear, along with other shareholders, its pro rata portion of the other
investment company's expenses, including advisory fees. These expenses would be
in addition to the advisory and other expenses that the Fund bears directly in
connection with its own operations.
Except as required by the 1940 Act with respect to the
borrowing of money, if a percentage restriction is adhered to at the time of
investment, a later increase or decrease in percentage resulting from a change
in market values of portfolio securities or amount of total or net assets will
not be considered a violation of any of the foregoing restrictions.
Securities held by the Fund generally may not be purchased
from, sold or loaned to the Adviser or its affiliates or any of their directors,
officers or employees, acting as principal, unless pursuant to a rule or
exemptive order under the 1940 Act.
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<PAGE>
DIRECTORS AND OFFICERS
The directors and executive officers of RBB, their ages,
business addresses and principal occupations during the past five years are:
<TABLE>
<CAPTION>
Position Principal Occupation
NAME AND ADDRESS AND AGE WITH FUND DURING PAST FIVE YEARS
- ------------------------ --------- ----------------------
<S> <C> <C>
*Arnold M. Reichman -49 Director Since 1986, Senior Managing Director,
466 Lexington Avenue Chief Operating Officer, and
New York, NY 10017 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, Fahnestock Co.,
110 Wall Street Inc. (a registered broker-dealer); Prior
New York, NY 10005 to October 1996, Executive Vice
President of Gruntal & Co., Inc. (a
registered broker-dealer).
Francis J. McKay -60 Director Since 1963, Executive Vice President,
7701 Burholme Avenue Fox Chase Cancer Center (Biomedical
Philadelphia, PA 19111 research and medical care).
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<PAGE>
Position Principal Occupation
NAME AND ADDRESS AND AGE WITH FUND DURING PAST FIVE YEARS
- ------------------------ --------- ----------------------
Marvin E. Sternberg -62 Director Since 1974, Chairman, Director and
937 Mt. Pleasant Road President, Moyco Industries, Inc.
Bryn Mawr, PA 19010 (manufacturer of dental supplies and
precision coated abrasives); Since 1968,
Director and President, Mart MMM, Inc.
(formerly Montgomeryville Merchandise
Mart Inc.) and Mart PMM, Inc. (formerly
Pennsauken Merchandise Mart, Inc.)
(shopping centers); and Since 1975,
Director and Executive Vice President,
Cellucap Mfg. Co., Inc. (manufacturer of
disposable headwear).
Julian A. Brodsky -63 Director Director and Vice Chairman since 1969
1234 Market Street Comcast Corporation (cable television
16th Floor and communication); Director Comcast
Philadelphia, PA 19107-3723 Cablevision of Philadelphia (cable
television and communications) and
Nextel (wireless communication).
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<PAGE>
Position Principal Occupation
NAME AND ADDRESS AND AGE WITH FUND DURING PAST FIVE YEARS
- ------------------------ --------- ----------------------
Donald van Roden -72 Director Self-employed businessman. From
1200 Old Mill Lane and Chairman of February 1980 to March 1987, Vice
Wyomissing, PA 19610 the Board Chairman, SmithKline Beckman Corporation
(pharmaceuticals); Director, AAA
Mid-Atlantic (auto service); Director,
Keystone Insurance Co.
Edward J. Roach -72 President Certified Public Accountant; Vice
Suite 100 and Chairman of the Board, Fox Chase Cancer
Bellevue Park Treasurer Center; Trustee Emeritus, Pennsylvania
Corporate Center School for the Deaf; Trustee Emeritus,
400 Bellevue Parkway Immaculata College; President or Vice
Wilmington, DE 19809 President and Treasurer of various
investment companies advised by PNC
Institutional Management Corporation;
Director, The Bradford Funds, Inc.
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Position Principal Occupation
NAME AND ADDRESS AND AGE WITH FUND DURING PAST FIVE YEARS
- ------------------------ --------- ----------------------
Morgan R. Jones -56 Secretary Chairman of the law firm of
Drinker Biddle & Reath LLP Drinker Biddle & Reath LLP,
PNB Bank Building Philadelphia, Pennsylvania;
1345 Chestnut Street Director, Rocking Horse Child
Philadelphia, PA 19107-3496 Care Centers of America, Inc.
</TABLE>
- ----------------------
* Mr. Reichman is an "interested person" of RBB as that term is defined
in the 1940 Act by virtue of his position with Counsellors Securities
Inc., RBB's distributor.
** Mr. Sablowsky is an "interested person" of RBB 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 Distributer $12,000 annually
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and $1,000 per meeting of the Board or any committee thereof that is not held in
conjunction with a Board meeting. In addition, the Chairman of RBB receives an
additional fee of $5,000 per year for his services in this capacity. Directors
who are not affiliated persons of RBB are reimbursed for any expenses incurred
in attending meetings of the Board of Directors or any committee thereof. For
the year ended August 31, 1997, each of the following members of the Board of
Directors received compensation from RBB in the following amounts:
DIRECTORS COMPENSATION
<TABLE>
<CAPTION>
Pension or
Retirement
Aggregate Benefits Accrued Estimated
Compensation from as Part of Fund Annual Benefits
Name of Person/Position Registrant Expenses Upon Retirement
- ----------------------- ----------------- ---------------- ---------------
<S> <C> <C> <C>
Julian A. Brodsky, Director $______ N/A N/A
Francis J. McKay, Director
Marvin E. Sternberg, Director ______ N/A N/A
Donald van Roden, Director and
Chairman ______ N/A N/A
Arnold M. Reichman, Director
Robert Sablowsky, Director ______ N/A N/A
______ N/A N/A
______ N/A N/A
</TABLE>
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
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Edward J. Roach), pursuant to which RBB will contribute on a monthly basis
amounts equal to 10% of the monthly compensation of each eligible employee. By
virtue of the services performed by RBB's advisers, custodians, administrators
and distributor, RBB itself requires only one part-time employee. No officer,
director or employee of Boston Partners Asset Management, L.P. ("Boston
Partners" or the "Adviser") or the Distributor currently receives any
compensation from RBB.
INVESTMENT ADVISORY, DISTRIBUTION
AND SERVICING ARRANGEMENTS
ADVISORY AGREEMENT. Boston Partners renders advisory services
to the Fund pursuant to an Investment Advisory Agreement dated _______________
(the "Advisory Agreement").
Boston Partners has investment discretion for the Fund and
will make all decisions affecting assets in the Fund under the supervision of
RBB's Board of Directors and in accordance with the Fund's stated policies.
Boston Partners will select investments for the Fund. For its services to the
Fund, Boston Partners is entitled to receive a monthly advisory fee under the
Advisory Agreement computed at an annual rate of 0.80% of the Fund's average
daily net assets.
The Fund bears all of its own expenses not specifically
assumed by Boston Partners. General expenses of the Fund not readily
identifiable as belonging to a portfolio of the Fund are allocated among all
investment portfolios by or under the direction of RBB's Board of Directors in
such manner as the Board determines to be fair and equitable. In addition to the
expenses listed in the prospectus, expenses borne by a portfolio include, but
are not limited to, the following (or a portfolio's share of the following): (a)
expenses of organizing the Fund that are not attributable to a class of the
Fund; (b) any costs, expenses or losses arising out of a liability of or claim
for damages or other relief asserted against the Fund or a portfolio for
violation of any law; (c) fees, voluntary assessments and other expenses
incurred in connection with membership in investment company organizations; and
(d) the cost of investment company literature and other publications provided by
the Fund to its
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directors and officers. Distribution expenses, transfer agency expenses,
expenses of preparation, printing and mailing prospectuses, statements of
additional information, proxy statements and reports to shareholders, and
organizational expenses and registration fees, identified as belonging to a
particular class of the Fund, are allocated to such class.
Under the Advisory Agreement, Boston Partners will not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Fund or RBB in connection with the performance of the Advisory Agreement,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on the part of Boston Partners in the performance of its duties or from reckless
disregard of its duties and obligations thereunder.
The Advisory Agreement was most recently approved on
_______________ by vote of RBB's Board of Directors, including a majority of
those directors who are not parties to the Advisory Agreement or interested
persons (as defined in the 1940 Act) of such parties. The Advisory Agreement was
approved by the initial shareholder of each class of the Fund. The Advisory
Agreement is terminable by vote of RBB's Board of Directors or by the holders of
a majority of the outstanding voting securities of the Fund, at any time without
penalty, on 60 days' written notice to Boston Partners. The Advisory Agreement
may also be terminated by Boston Partners on 60 days' written notice to RBB. The
Advisory Agreement terminates automatically in the event of its assignment.
CUSTODIAN AND TRANSFER AGENCY AGREEMENTS. PNC Bank is
custodian of the Fund's assets pursuant to a custodian agreement dated August
16, 1988, as amended (the "Custodian Agreement"). Under the Custodian Agreement,
PNC Bank (a) maintains a separate account or accounts in the name of the Fund
(b) holds and transfers portfolio securities on account of the Fund, (c) accepts
receipts and makes disbursements of money on behalf of the Fund, (d) collects
and receives all income and other payments and distributions on account of the
Fund's portfolio securities and (e) makes periodic reports to RBB's Board of
Directors concerning the Fund's operations. PNC Bank is authorized to select one
or more banks or trust companies to serve as sub-custodian on behalf of the
Fund, provided that PNC Bank remains responsible for the performance of all of
its duties under the
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<PAGE>
Custodian Agreement and holds the Fund harmless from the acts and omissions of
any sub-custodian. For its services to the Fund under the Custodian Agreement,
PNC Bank receives a fee, which is calculated based upon the Fund's average daily
gross assets as follows: $.18 per $1,000 on the first $100 million of average
daily gross assets; $.15 per $1,000 on the next $400 million of average daily
gross assets; $.125 per $1,000 on the next $500 million of average daily gross
assets; and $.10 per $1,000 on average daily gross assets over $1 billion,
exclusive of transaction charges and out-of-pocket expenses, which are also
charged to the Fund.
PFPC Inc. ("PFPC"), an affiliate of PNC Bank, serves as the
transfer and dividend disbursing agent for the Fund pursuant to a Transfer
Agency Agreement dated November 5, 1991, as supplemented (the "Transfer Agency
Agreement"), under which PFPC (a) issues and redeems shares of the Fund, (b)
addresses and mails all communications by the Fund to record owners of the
Shares, including reports to shareholders, dividend and distribution notices and
proxy materials for its meetings of shareholders, (c) maintains shareholder
accounts and, if requested, sub-accounts and (d) makes periodic reports to RBB's
Board of Directors concerning the operations of the Fund. PFPC may, on 30 days'
notice to RBB, assign its duties as transfer and dividend disbursing agent to
any other affiliate of PNC Bank Corp. For its services to the Fund, under the
Transfer Agency Agreement, PFPC receives a fee at the annual rate of $12 per
account in the Fund, exclusive of out-of-pocket expenses, and also receives
reimbursement of its out-of-pocket expenses.
ADMINISTRATION AGREEMENT. PFPC serves as administrator to the
Fund pursuant to an Administration and Accounting Services Agreement dated
_______________, (the "Administration Agreement"). PFPC has agreed to furnish to
the Fund statistical and research data, clerical, accounting and bookkeeping
services, and certain other services required by the Fund. In addition, PFPC has
agreed to prepare and file various reports with the appropriate regulatory
agencies and prepare materials required by the SEC or any state securities
commission having jurisdiction over the Fund.
The Administration Agreement provides that PFPC shall not be
liable for any error of judgment or mistake of law or any
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<PAGE>
loss suffered by RBB or the Fund in connection with the performance of the
agreement, except a loss resulting from willful misfeasance, gross negligence or
reckless disregard by it of its duties and obligations thereunder.
DISTRIBUTION AGREEMENT. Pursuant to the terms of a
distribution agreement, dated as of April 10, 1991, as supplemented (the
"Distribution Agreement"), entered into by the Distributor and RBB on behalf of
the Institutional and Investor Classes, and Plans of Distribution for the
Institutional and Investor Classes (together, the "Plans"), which were adopted
by RBB in the manner prescribed by Rule 12b-1 under the 1940 Act, the
Distributor will use appropriate efforts to solicit orders for the sale of Fund
Shares. As compensation for its distribution services, the Distributor receives,
pursuant to the terms of the Distribution Agreement, a distribution fee, to be
calculated daily and paid monthly by the Institutional and Investor Classes, at
the annual rate set forth in the Prospectus.
On __________, the Plans were approved by RBB's Board of
Directors, including the directors who are not "interested persons" of RBB
and who have no direct or indirect financial interest in the operation of the
Plans or any agreements related to the Plans ("12b-1 Directors"). RBB believes
that the Plans may benefit the Fund by increasing sales of Fund shares.
Among other things, the Plans provide that: (1) the
Distributor shall be required to submit quarterly reports to the directors of
RBB regarding all amounts expended under the Plans and the purposes for which
such expenditures were made, including commissions, advertising, printing,
interest, carrying charges and any allocated overhead expenses; (2) the Plans
will continue in effect only so long as they are approved at least annually, and
any material amendment thereto is approved, by RBB's directors, including the
12b-1 Directors, acting in person at a meeting called for said purpose; (3) the
aggregate amount to be spent by the Fund on the distribution of the Fund's
shares of the Institutional and Investor Classes under the Plans shall not be
materially increased without the affirmative vote of the holders of a majority
of the shareholders in the respective class; and (4) while the Plans remain in
effect, the selection and nomination of RBB's directors who are not "interested
persons" of RBB (as defined in the 1940 Act) shall be committed to the
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<PAGE>
discretion of such directors who are not "interested persons" of RBB.
Mr. Reichman, a director of RBB, has an indirect financial
interest in the operation of the Plans by virtue of his position with the
Distributor. Mr. Sablowsky, a director of RBB, has an indirect interest in the
operation of the Plans by virtue of his position as Senior Vice President of
Fahnestock Co., Inc., a broker-dealer.
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<PAGE>
PORTFOLIO TRANSACTIONS
Corporate debt and U.S. Government securities 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 Fund 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 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.
In purchasing or selling securities for the Fund, the Advisor will
seek to obtain the best net price and the most favorable execution of orders.
To the extent that the execution and price offered by more than one broker/
dealer are comparable, the Advisor may effect transactions in portfolio
securities with broker/dealers who provide research, advice or other services
such as market investment literature.
Investment decisions for the Fund and for other investment
accounts managed by Boston Partners are made independently of each other in the
light of differing conditions. However, the same investment decision may be made
for two or more of such accounts. In such cases, simultaneous transactions are
inevitable. Purchases or sales are then averaged as to price and allocated as to
amount according to a formula deemed equitable to each such account. While in
some cases this practice could have a detrimental effect upon the price or value
of the security as far as the Fund is concerned, in other cases it is believed
to be beneficial to the Fund.
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<PAGE>
The Fund expects that its annual portfolio turnover rate will
be approximately 100%. A high (100% or more) rate of portfolio turnover
involves correspondingly greater brokerage commission expenses and other
transaction costs that must be borne directly by the Fund. The Fund anticipates
that its annual portfolio turnover rate will vary from year to year. The
portfolio turnover rate is calculated by dividing the lesser of a portfolio's
annual sales or purchases of portfolio securities (exclusive of purchases or
sales of securities whose maturities at the time of acquisition were one year or
less) by the monthly average value of the securities in the portfolio during the
year.
PURCHASE AND REDEMPTION INFORMATION
RBB reserves the right, if conditions exist which make cash
payments undesirable, to honor any request for redemption or repurchase of the
Fund's shares by making payment in whole or in part in securities chosen by RBB
and valued in the same way as they would be valued for purposes of computing the
Fund's net asset value. If payment is made in securities, a shareholder may
incur transaction costs in converting these securities into cash. RBB has
elected, however, to be governed by Rule 18f-1 under the 1940 Act so that the
Fund is obligated to redeem its shares solely in cash up to the lesser of
$250,000 or 1% of its net asset value during any 90-day period for any one
shareholder of the Fund.
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<PAGE>
Under the 1940 Act, RBB may suspend the right to redemption or
postpone the date of payment upon redemption for any period during which the New
York Stock Exchange, Inc. (the "NYSE") is closed (other than customary weekend
and holiday closings), or during which trading on the NYSE is restricted, or
during which (as determined by the SEC by rule or regulation) an emergency
exists as a result of which disposal or valuation of portfolio securities is not
reasonably practicable, or for such other periods as the SEC may permit. (RBB
may also suspend or postpone the recordation of the transfer of its shares upon
the occurrence of any of the foregoing conditions.)
VALUATION OF SHARES
The net asset value per share of the Fund is calculated as of
4:00 p.m. Eastern Time on each Business Day. "Business Day" means each weekday
when the NYSE is open. Currently, the NYSE is closed on New Year's Day, Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day. Securities that are listed
on stock exchanges are valued at the last sale price on the day the securities
are valued or, lacking any sales on such day, at the mean of the bid and asked
prices available prior to the evaluation. In cases where securities are traded
on more than one exchange, the securities are generally valued on the exchange
designated by the Board of Directors as the primary market. Securities traded in
the over-the-counter market and listed on the National Association of Securities
Dealers Automatic Quotation System ("NASDAQ") are valued at the last trade price
listed on the NASDAQ at 4:00 p.m.; securities listed on NASDAQ for which there
were no sales on that day and other over-the-counter securities are valued at
the mean of the bid and asked prices available prior to valuation. Securities
for which market quotations are not readily available are valued at fair value
as determined in good faith by or under the direction of RBB's Board of
Directors. The amortized cost method of valuation may also be used with respect
to debt obligations with sixty days or less remaining to maturity.
In determining the approximate market value of portfolio
investments, the Fund may employ outside organizations, which may use a matrix
or formula method that takes into
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<PAGE>
consideration market indices, matrices, yield curves and other specific
adjustments. This may result in the securities being valued at a price different
from the price that would have been determined had the matrix or formula method
not been used. All cash, receivables and current payables are carried on the
Fund's books at their face value. Other assets, if any, are valued at fair value
as determined in good faith by RBB's Board of Directors.
PERFORMANCE AND YIELD INFORMATION
YIELD AND PERFORMANCE OF THE FUNDS
The Fund's 30-day (or one month) standard yields described in
the Prospectus are calculated separately for each class of shares in the Fund in
accordance with the method prescribed by the SEC for mutual funds:
a - b
YIELD = 2[( - - - - +1)6 - 1]
cd
Where: a = dividends and interest earned by
the Fund during the period;
b = expenses accrued for the period
(net of reimbursements);
c = average daily number of shares
outstanding during the period,
entitled to receive dividends; and
d = maximum offering price per share on
the last day of the period.
For the purpose of determining net investment income earned during the period
(variable "a" in the formula), dividend income on equity securities held by the
Fund is recognized by accruing 1/360 of the stated dividend rate of the security
each day that the security is in the Fund. Except as noted below, interest
earned on debt obligations held by the Fund is calculated by computing the yield
to maturity of each obligation based on the market value of the obligation
(including actual accrued interest) at the close of business on the last
business day of each month, or, with respect to obligations purchased during the
month, the purchase price (plus actual accrued interest) and dividing the result
by 360 and multiplying the quotient by the market value of the obligation
(including actual accrued interest) in order to determine the interest income on
the obligation for each day of the subsequent month that the obligation is held
by the Fund. For purposes of this calculation, it is assumed that each month
contains 30 days. The maturity of an obligation with a call provision is the
next call date on which the obligation reasonably may be expected to be called
or, if none, the maturity date. With respect to debt obligations purchased at a
discount or premium, the formula generally calls for amortization of the
discount or premium. The amortization schedule will be adjusted monthly to
reflect changes in the market value of such debt obligations. Expenses accrued
for the period (variable "b" in the formula) include all recurring fees charged
by the Fund to all shareholder accunts in proportion to the length of the base
period and the Fund's mean (or median) account size. Undeclared earned income
will be subtracted from the offering price per share (variable "d" in the
formula).
With respect to mortgage or other receivables-backed
obligations that are expected to be subject to monthly payments of principal and
interest ("pay-downs"), (i) gain or loss attributable to actual monthly pay
downs are accounted for as an increase or decrease to interest income during the
period, and (ii) the Fund may elect either (a) to amortize the discount and
premium on the remaining security, based on the cost of the security, to the
weighted average maturity date, if such information is available, or to the
remaining term of the security, if any, if the weighted average date is not
available or (b) not to amortize discount or premium on the remaining security.
The Fund when advertising its "average annual total return"
computes such return separately for each class of shares by determining the
average annual compounded rate of return during specified periods that equates
the initial amount invested to the ending redeemable value of such investment
according to the following formula:
ERV l/n
T = [(----) - 1]
P
Where: T = average annual total return;
ERV = ending redeemable value of a hypothetical
$1,000 payment made at the beginning of the
1, 5 or 10 year (or other) periods at the end
of the applicable period (or a fractional
portion thereof),
P = hypothetical initial payment of $1,000; and
n = period covered by the computation, expressed
in years.
The Fund when advertising its "aggregate total return"
computes such returns separately for each class of shares by determining the
aggregate compounded rates of return during specified periods that likewise
equate the initial amount invested to the ending redeemable value of such
investment. The formula for calculating aggregate total return is as follows:
ERV
Aggregate Total Return = [(-----) - 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 nonrecurring charges at the end of the
measuring period.
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TAXES
The following is only a summary of certain additional tax
considerations generally affecting the Fund and its shareholders that are not
described in the Prospectus. No attempt is made to present a detailed
explanation of the tax treatment of the Fund or its shareholders, and the
discussion here and in the Prospectus is not intended as a substitute for
careful tax planning. Investors are urged to consult their tax advisers with
specific reference to their own tax situation.
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<PAGE>
The Fund has elected to be taxed as a regulated investment
company under Part I of Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As a regulated investment company, the Fund is exempt from
federal income tax on its net investment income and realized capital gains that
it distributes to shareholders, provided that it distributes an amount equal to
the sum of (a) at least 90% of its investment company taxable income (net
taxable investment income and the excess of net short-term capital gain over net
long-term capital loss, if any, for the year) and (b) at least 90% of its net
tax-exempt interest income, if any, for the year (the "Distribution
Requirement") and satisfies certain other requirements of the Code that are
described below. Distributions of investment company taxable income made during
the taxable year or, under specified circumstances, within twelve months after
the close of the taxable year will satisfy the Distribution Requirement.
In addition to the foregoing requirements, at the close of
each quarter of its taxable year, at least 50% of the value of the Fund's assets
must consist of cash and cash items, U.S. Government securities, securities of
other regulated investment companies, and securities of other issuers (as to
which the Fund has not invested more than 5% of the value of its total assets in
securities of such issuer and as to which the Fund does not hold more than 10%
of the outstanding voting securities of such issuer), and no more than 25% of
the value of the Fund's total assets may be invested in the securities of any
one issuer (other than U.S. Government securities and securities of other
regulated investment companies), or in two or more issuers which the Fund
controls and which are engaged in the same or similar trades or businesses (the
"Asset Diversification Requirement").
Distributions of investment company taxable income will be
taxable (subject to the possible allowance of the dividend received deduction
described below) to shareholders as ordinary income, regardless of whether such
distributions are paid in cash or are reinvested in shares. Shareholders
receiving any distribution from the Fund in the form of additional shares will
be treated as receiving a taxable distribution in an amount equal to the fair
market value of the shares received, determined as of the reinvestment date.
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The Fund intends to distribute to shareholders its net capital
gain (excess of net long-term capital gain over net short-term capital loss), if
any, for each taxable year. Such gain is distributed as a capital gain dividend
and is taxable to shareholders as long-term capital gain, regardless of the
length of time the shareholder has held his shares, whether such gain was
recognized by the Fund prior to the date on which a shareholder acquired shares
of the Fund and whether the distribution was paid in cash or reinvested in
shares. The aggregate amount of distributions designated by the Fund as capital
gain dividends may not exceed the net capital gain of the Fund for any taxable
year, determined by excluding any net capital loss or net long-term capital loss
attributable to transactions occurring after October 31 of such year and by
treating any such loss as if it arose on the first day of the following taxable
year. Such distributions will be designated as capital gain dividends in a
written notice mailed by the Fund to shareholders not later than 60 days after
the close of the Fund's taxable year.
In the case of corporate shareholders, distributions (other
than capital gain dividends) of the Fund for any taxable year generally qualify
for the dividends received deduction to the extent of the gross amount of
"qualifying dividends" received by the Fund for the year. Generally, a dividend
will be treated as a "qualifying dividend" if it has been received from a
domestic corporation. Distributions of net investment income received by the
Fund from investments in debt securities will be taxable to shareholders as
ordinary income and will not be treated as "qualifying dividends" for purposes
of the dividends received deduction. The Fund will designate the portion, if
any, of the distribution made by the Fund that qualifies for the dividends
received deduction in a written notice mailed by the Fund to corporate
shareholders not later than 60 days after the close of the Fund's taxable year.
If for any taxable year the Fund does not qualify as a
regulated investment company, all of its taxable income will be subject to tax
at regular corporate rates without any deduction for distributions to
shareholders, and all distributions will be taxable as ordinary dividends to the
extent of the Fund's current and accumulated earnings and profits. Such
distributions will be eligible for the dividends received deduction in the case
of
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corporate shareholders. Investors should be aware that any loss realized on a
sale of shares of the Fund will be disallowed to the extent an investor
repurchases shares of the Fund within a period of 61 days (beginning 30 days
before and ending 30 days after the day of disposition of the shares). Dividends
paid by the Fund in the form of shares within the 61-day period would be treated
as a purchase for this purpose.
A shareholder will recognize gain or loss upon a redemption of
shares or an exchange of shares of the Fund for shares of another Boston
Partners Fund upon exercise of the exchange privilege, to the extent of any
difference between the price at which the shares are redeemed or exchanged and
the price or prices at which the shares were originally purchased for cash.
The Code imposes a non-deductible 4% excise tax on regulated
investment companies that do not distribute with respect to each calendar year
an amount equal to 98% of their ordinary income for the calendar year plus 98%
of their capital gain net income for the 1-year period ending on October 31 of
such calendar year. The balance of such income must be distributed during the
next calendar year. For the foregoing purposes, a company is treated as having
distributed any amount on which it is subject to income tax for any taxable year
ending in such calendar year. Investors should note that the Fund may in certain
circumstances be required to liquidate investments in order to make sufficient
distributions to avoid excise tax liability.
The Fund will be required in certain cases to withhold and
remit to the United States Treasury 31% of dividends paid to any shareholder (1)
who has provided either an incorrect tax identification number or no number at
all, (2) who is subject to backup withholding by the Internal Revenue Service
for failure to report the receipt of interest or dividend income properly, or
(3) who has failed to certify to the Fund that he is not subject to backup
withholding or that he is an "exempt recipient."
The foregoing general discussion of federal income tax
consequences is based on the Code and the regulations issued thereunder as in
effect on the date of this Statement of Additional Information. Future
legislative or administrative changes or court decisions may significantly
change the
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conclusions expressed herein, and any such changes or decisions may have a
retroactive effect with respect to the transactions contemplated herein.
Although the Fund expects to qualify as a "regulated
investment company" and to be relieved of all or substantially all federal
income taxes, depending upon the extent of its activities in states and
localities in which its offices are maintained, in which its agents or
independent contractors are located or in which it is otherwise deemed to be
conducting business, the Fund may be subject to the tax laws of such states or
localities.
ADDITIONAL INFORMATION CONCERNING RBB 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
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shares are classified as Class U Common Stock (High Yield), 500 million shares
are classified as Class V Common Stock (Emerging), 100 million shares are
classified as Class W Common Stock (Laffer/Canto Equity), 50 million shares are
classified as Class X Common Stock (U.S. Core Equity), 50 million shares are
classified as Class Y Common Stock (U.S. Core Fixed Income), 50 million shares
are classified as Class Z Common Stock (Strategic Global Fixed Income), 50
million shares are classified as Class AA Common Stock (Municipal Bond), 50
million shares are classified as Class BB Common Stock (BEA Balanced), 50
million shares are classified as Class CC Common Stock (Short Duration), 100
million shares are classified as Class DD Common Stock, 100 million shares are
classified as Class EE Common Stock, 50 million shares are classified as Class
FF Common Stock (n/i Micro Cap), 50 million shares are classified as Class GG
Common Stock (n/i Growth), 50 million shares are classified as Class HH (n/i
Growth & Value), 100 million shares are classified as Class II Common Stock (BEA
Investor International), 100 million shares are classified as Class JJ Common
Stock (BEA Investor Emerging), 100 million shares are classified as Class KK
Common Stock (BEA Investor High Yield), 100 million shares are classified as
Class LL Common Stock (BEA Investor Global Telecom), 100 million shares are
classified as 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 Institutional 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 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
-45-
<PAGE>
as Class Janney Government Money Common Stock (Government Money), 100 million
shares are classified as Class Janney N.Y. Municipal Money Common Stock (N.Y.
Money), 1 million shares are classified as Class Beta 1 Common Stock (Money), 1
million shares are classified as Class Beta 2 Common Stock (Municipal Money), 1
million shares are classified as Class Beta 3 Common Stock (Government Money), 1
million shares are classified as Class Beta 4 Common Stock (N.Y. Money), 1
million shares are classified as Gamma 1 Common Stock (Money), 1 million shares
are classified as Gamma 2 Common Stock (Municipal Money), 1 million shares are
classified as Gamma 3 Common Stock (Government Money), 1 million shares are
classified as Gamma 4 Common Stock (N.Y. Money), 1 million shares are classified
as Delta 1 Common Stock (Money), 1 million shares are classified as Delta 2
Common Stock (Municipal Money), 1 million shares are classified as Delta 3
Common Stock (Government Money), 1 million shares are classified as Delta 4
Common Stock (N.Y. Money), 1 million shares are classified as Epsilon 1 Common
Stock (Money), 1 million shares are classified as Epsilon 2 Common Stock
(Municipal Money), 1 million shares are classified as Epsilon 3 Common Stock
(Government Money), 1 million shares are classified as Epsilon 4 Common Stock
(N.Y. Money), 1 million shares are classified as Zeta 1 Common Stock (Money), 1
million shares are classified as Zeta 2 Common Stock (Municipal Money), 1
million shares are classified as Zeta 3 Common Stock (Government Money), 1
million shares are classified as Zeta 4 Common Stock (N.Y. Money), 1 million
shares are classified as Eta 1 Common Stock (Money), 1 million shares are
classified as Eta 2 Common Stock (Municipal Money), 1 million shares are
classified as Eta 3 Common Stock (Government Money), 1 million shares are
classified as Eta 4 Common Stock (N.Y. Money), 1 million shares are classified
as Theta 1 Common Stock (Money), 1 million shares are classified as Theta 2
Common Stock (Municipal Money), 1 million shares are classified as Theta 3
Common Stock (Government Money), and 1 million shares are classified as Theta 4
Common Stock (N.Y. Money). Shares of the Class VV and WW Common Stock constitute
the Boston Partners Institutional and Investor classes of the Bond Fund,
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 sixteen
separate "families": the RBB Family, the Cash
-46-
<PAGE>
Preservation Family, the Sansom Street Family, the Bedford Family, the Bradford
Family, the BEA Family, the Janney Montgomery Scott Money Family, the n/i
Family, the Boston Partners Family, the Beta Family, the Gamma Family, the Delta
Family, the Epsilon Family, the Zeta Family, the Eta Family and the Theta
Family. The RBB Family represents interests in one non-money market portfolio as
well as the Money Market and Municipal Money Market Funds; the Cash Preservation
Family represents interests in the Money Market and Municipal Money Market
Funds; the Sansom Street Family represents interests in the Money Market,
Municipal Money Market and Government Obligations Money Market Funds; Bedford
Family represents interests in the Money Market, Municipal Money Market,
Government Obligations Money Market and New York Municipal Money Market Funds;
the Bradford Family represents interests in the Municipal Money Market and
Government Obligations Money Market Funds; the BEA Family represents interests
in ten non-money market portfolios; the n/i Family represents interests in 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.
RBB does not currently intend to hold annual meetings of
shareholders except as required by the 1940 Act or other applicable law. RBB's
amended By-Laws provide that shareholders owning at least ten percent of the
outstanding shares of all classes of Common Stock of RBB have the right to call
for a meeting of shareholders to consider the removal of one or more directors.
To the extent required by law, RBB will assist in shareholder communication in
such matters.
As stated in the Prospectus, holders of shares of each class
of the Fund will vote in the aggregate and not by class on all matters, except
where otherwise required by law. Further, shareholders of the Fund will vote in
the aggregate and not by portfolio except as otherwise required by law or when
the Board of Directors determines that the matter to be voted upon affects only
the interests of the shareholders of a particular portfolio. Rule 18f-2 under
the 1940 Act provides that any matter required to be submitted by the provisions
of the 1940 Act or applicable
-47-
<PAGE>
state law, or otherwise, to the holders of the outstanding securities of an
investment company such as the Fund shall not be deemed to have been effectively
acted upon unless approved by the holders of a majority of the outstanding
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 Rule 18f-2, the approval of an investment advisory agreement or
any change in a fundamental investment policy would be effectively acted upon
with respect to a portfolio only if approved by the holders of a majority of the
outstanding voting securities, as defined in the 1940 Act, of such portfolio.
However, Rule 18f-2 also provides that the ratification of the selection of
independent public accountants 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 Articles of Incorporation, RBB may take or authorize such action upon the
favorable vote of the holders of more than 50% of all of the outstanding shares
of Common Stock entitled to vote on the matter voting without regard to class
(or portfolio).
MISCELLANEOUS
COUNSEL. The law firm of Drinker Biddle & Reath LLP, 1345
Chestnut Street, Philadelphia, Pennsylvania 19107-3496 serves as counsel to RBB.
INDEPENDENT ACCOUNTANTS. Coopers & Lybrand L.L.P., 2400 Eleven
Penn Center, Philadelphia, Pennsylvania 19103, serves as RBB's independent
accountants. No financial statements appear in this Statement of Additional
Information because, as of the date hereof, the Investor and Institutional
Classes did not have performance histories.
-48-
<PAGE>
CONTROL PERSONS. As of October 6, 1997 to RBB's knowledge, the
following named persons at the addresses shown below owned of record
approximately 5% or more of the total outstanding shares of each class of RBB
indicated below. See "Additional Information Concerning RBB Shares" above. RBB
does not know whether such persons also beneficially own such shares.
<TABLE>
<CAPTION>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
<S> <C> <C>
Cash Preservation Money Market Jewish Family and Children's 44.3%
Portfolio Agency of Philadelphia
(Class G) Capital Campaign
Attn: S. Ramm
1610 Spruce Street
Philadelphia, PA 19103
Dominic and Barbara Pisciotta and Successors in Trust 15.9%
under the Dominic and Barbara Pisciotta Caring Trust
207 Woodmere Way
St. Charles, MO 63303
Cash Preservation Municipal Money Kenneth Farwell and Valerie 11.3%
Market Portfolio Farwell JTTEN
(Class H) 3854 Sullivan
St. Louis, MO 63107
Gary L. Lange and 32.7%
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
-49-
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
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 Market Portfolio Wasner & Co. 15.4%
(Class I) FAO Paine Webber and Managed Assets Sundry Holdings
Attn: Joe Domizio
200 Stevens Drive
Lester, PA 19113
Saxon and Co. 82.2%
FBO Paine Webber
P.O. Box 7780 1888
Philadelphia, PA 19182
BEA International Equity - Blue Cross & Blue Shield of Massachusetts Inc. 6.98%
Institutional Class Retirement Income Trust
(Class T) 100 Summer Street
Boston, MA 02110-2106
Credit Suisse Private Banking 6.95%
Dividend Reinvest Plan
c/o Credit Suisse PVT BKG
12 E. 49th St., 40th Floor
New York, NY 10017-1028
Indiana University Foundation 5.50%
Attn: Walter L. Koon Jr.
P.O. Box 500
Bloomington, IN 47402-0500
Employees Ret Plan Marshfield Clini 5.32%
1000 N. Oak Ave.
Marshfield, WI 55449
State Street Bank & Trust 5.07%
FBC Consumers Energy
DTD 3-1-1997
PO Box 1992
Boston, MA 02105-1992
-50-
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
BEA International Equity Portfolio - Bob & Co. 84.65%
Advisor Class (Class MM) PO Box 1809
Boston, MA 02105-1809
Transcorp 13.71%
FBO William E. Burns
PO Box 6535
Englewood, CO 80155-6535
BEA High Yield Portfolio - Fidelity Investments Institutional 16.68%
Institutional Class Opeations Co. Inc as Agent for
(Class U) Certain Employee Benefit Plan
100 Magellan Way # KWIC
Covington, KY 41015-1987
Guenter Full Trust Michelin North America Inc. 17.79%
Master Trust
P.O. Box 19001
Greenville, SC 29602-9001
C S First Boston Pension Fund 6.32%
Park Avenue Plaza, 34th Floor
Attn: Steve Medici
55 E. 52nd Street
New York, NY 10055-0002
Southdown Inc. Pension Plan 9.91%
MAC & Co.
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 31980
-51-
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
BEA High Yield Portfolio - Richard A. Wilson TTEE 96.66%
Advisor Class (Class OO) E. Francis Wilson TTEE
The Wilson Family Trust
7612 March Avenue
West Hills, CA 91304-5232
BEA Emerging Markets Wachovia Bank North Carolina 26.18%
Equity Portfolio - Trust for Carolina Power & Light Co.
Institutional Class (Class V) Supplemental Retirement Trust
301 N. Main Street
Winston-Salem, NC 27101-3819
Hall Family Foundation 38.15%
P.O. Box 419580
Kansas City, MO 64141-8400
Arkansas Public Employees 19.30%
Retirement System
124 W. Capitol Avenue
Little Rock, AR 72201-3704
BEA Emerging Markets Charles Schwab & Co. 82.86%
Equity Portfolio - Special Custody Account for the
Advisor Class (Class NN) Exclusive Benefit of Customers
101 Montgomery St.
San Francisco, CA 94104-4175
Louis C. MeMarco 12.59%
11 Elvira Ct.
Huntington, NY 11743-6802
-52-
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
BEA US Core Equity Patterson & Co. 43.93%
Portfolio - PO Box 7829
Institutional Class Philadelphia, PA 19101-7829
(Class X)
Credit Suisse Private Banking 13.13%
Dividend Reinvest Plan
c/o Credit Suisse Pvt Bkg
12 E. 49th St., 40th Floor
New York, NY 10017-1028
Fleet National Bank Trst 5.95%
Hospital St. Raphael Malpractice
Attn: 1958875020
PO Box 92800
Rochester, NY 14692-8900
Werner & Pfleiderer Pension 7.13%
Plan Employees
663 E. Crescent Avenue
Ramsey, NJ 07446-1220
Washington Hebrew Congregation 12.46%
3935 Macomb St. NW
Washington, DC 20016-3799
BEA US Core Fixed Income New England UFCW & Employers' 22.83%
Portfolio - Institutional Class Pension Fund Board of Trustees
(Class Y) 161 Forbes Road, Suite 201
Braintree, MA 02184-2606
Patterson & Co. 6.54%
P.O. Box 7829
Philadelphia, PA 19101-7829
MAC & Co 5.10%
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
-53-
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
Fidelity Investments Institutional 9.89%
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. 8.99%
100 East Grand Ave.
Beloit, WI 53511-6255
State St. Bank & Trust TTEE 7.66%
Fenway Holdings LLC Master Trust
PO Box 470
Boston, MA 02102-0470
The Valley Foundation 6.02%
c/o Enterprise Trust
16450 Los Gatos Boulevard
Suite 210
Los Gatos, CA 95032-5594
BEA Strategic Global Sunkist Master Trust 32.58%
Fixed Income Portfolio (Class Z) 14130 Riverside Drive
(Class Z) Sherman Oaks, CA 91423-2313
Patterson & Co. 23.51%
P.O. Box 7829
Philadelphia, PA 19101-7829
Key Trust Co. of Ohio 19.01%
FBO Eastern Enterp. Collective
Inv. Trust
P.O. Box 94870
Cleveland, OH 44101-4870
-54-
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
Hard & Co. 17.62%
Trust for Abtco Inc.
Retirement Plan
c/o Associated Bank, N.A.
100 W. Wisconsin Ave.
Neenah, WI 54956-3012
BEA Municipal Bond Fund Portfolio William A. Marquard 39.45%
(Class AA) 2199 Maysville Rd.
Carlisle, KY 40311-9716
Arnold Leon 13.15%
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 5.30%
1755 York Ave., Apt. 35 BC
New York, NY 10128-6827
BEA Global Tele- E. M. Warburg Pincus & Co. Inc. 17.75%
communications Portfolio - Advisor 466 Lexington Ave.
Class (Class PP) New York, NY 10017-3140
BEA Associates 401K 11.31%
153 East 53rd St.
New York, NY 10022-4611
John B. Hurford 48.35%
153 E. 53rd St., Flr. 57
New York, NY 10022-4611
-55-
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
n/i Micro Cap Fund Charles Schwab & Co. Inc. 15.5%
(Class FF) Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
Public Inst for Social Security 6.0%
1001 19th St. N, 16th Flr
Arlington, VA 22209
Portland General Corp Invest Trust 13.6%
DTD 01/29/90
Attn: William J. Valach
121 SW Salmon St.
Portland, OR 97202
State Street Bank and Trust Company 7.0%
FBO Yale Univ Ret Pln for Staff Emp
State Street Bank & Tr Co. Master TR Div
Attn: Kevin Sutton
Solomon Williard Bldg One Enterprise Dr.
North Quincy, MA 02171
n/i Growth Fund Charles Schwab & Co. Inc. 18.6%
(Class GG) Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
U.S. Equity Investment 6.5%
Portfolio LP
c/o Asset Management Advisors Inc.
1001 N. US Hwy 1 STE 800
Jupiter, FL 33477
Portland General Corp. VEBA Plan 5.7%
DTD 12/19/90
Attn: William Valach
121 SW Salmon St.
Portland, OR 97202
CitiBank F S B 18.9%
Sargent & Lundy Retirement Trust
C/O CitiCorp
Attn: D. Erwin Jr.
1410 N. West Shore Blvd.
Tampa, FL 33607
-56-
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
n/i Growth and Value Charles Schwab & Co. Inc. 22.9%
Fund (Class HH) Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
Chase Manhattan Bank 6.0%
Collins Group Trust I
840 Newport Center Dr.
Newport Beach, CA 92660
Boston Partners Large Cap Value Fund Dr. Janice B. Yost 27.8%
- - Institutional Class (Class QQ) Trust Mary Black Foundation Inc.
Bell Hill-945 E. Main St.
Spartanburg, SC 29302
Saxon and Co. 11.5%
FBO UJF Equity Funds
AC 10-01-001-0578481
PO Box 7780-1888
Philadelphia, PA 19182
Irving Fireman's Relief & Ret. Fund 7.5%
Lou Mayfield - Chairman
601 N. Beltline Ste. 20
Irving, TX 75061
John N. Brodson and Paul A. Ebert 9.3%
Trst. Amer. Coll of Surg Staf
Mem Ret. Plan
55 E. Erie St.
Chicago, IL 60611
Wells Fargo Bank 14.6%
Trst. Stoel Rives
TR 008125
PO Box 9800
Calabasas, CA 91308
Hawaiian Trust Company LTD 5.8%
Trst The Estate of James Campbell
Pension Fund
PO Box 3170
Honolulu, HI 96802-3170
Shady Side Academy Endowment 10.3%
423 Fox Chapel Rd.
Pittsburgh, PA 15238
Boston Partners Large Cap Value Fund
- - Investor Class
(Class RR)
-57-
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
Fleet National Bank TTEE 7.7%
Testa Hurwitz THIB
FBO Scott Birnbaum
P.O. Box 92800
Rochester, NY 14692
Charles Schwab & Co., Inc. 12.0%
Special Custody Account for Bene.
of Cust.
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
National Financial Services Corp. 25.5%
For the Exclusive Benefit of our Customers
Attn: Mutual Funds, 5th Floor
200 Liberty St. I World Financial Center
New York, NY 10281
Joseph P. Scheree 10.3%
Rollover IRA
26 Embassy Ct.
Cherry Hills, NJ 08002
Linda C. Brodson 7.3%
Trst Linda C. Brodson Trust
465 Lakeside Pl.
Highland Park, IL 60035
John N. Brodson 7.3%
Trst John N. Brodson Trust
U/A DTD 08/06/87
465 Lakeside Pl.
Highland Park, IL 60035
Mark R. Scott 6.1%
and Maryann Scott
JTTEN WROS
2543 Longmount Dr.
Wexford, PA 15090
Boston Partners Mid Cap National Financial Svcs Corp 25.7%
Value Fund for Exclusive Bene. of our Customers
Investor Class Sal Vella
(Class TT) 200 Liberty St.
New York, NY 10281
Charles Schwab & Co., Inc. 35.7%
Special Custody Account for Bene. of Cust.
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
George B. Smithy, Jr. 12.3%
38 Greenwood Rd.
Wellesley, MA 02181
John N. Brodson 6.1%
Trst John N. Brodson Trust
U/A DTD 08/06/87
465 Lakeside Pl.
Highland Park, IL 60035
Linda C. Brodson 6.1%
Trst Linda C. Brodson Trust
465 Lakeside Pl.
Highland Park, IL 6035
Boston Partners Mid Cap Wells Fargo Bank Cust. 5.4%
Value Fund FBO William W. Carter
Institutional Class (Class UU) IRA FIP 007430
PO Box 1389
San Carlos, CA 94070-1389
USNB of Oregon 77.2%
Cust. Jean Vollum
Attn: Mutual Funds
PO Box 3168
Portland, OR 97208
</TABLE>
As of the same date, no person owned of record or, to RBB's
knowledge, beneficially, more than 25% of the outstanding shares of all classes
of RBB; and as of the same date, directors and officers as a group owned less
than one percent of the shares of RBB.
-58-
<PAGE>
LITIGATION. There is currently no material litigation
affecting RBB.
FINANCIAL STATEMENTS. No financial statements are supplied
because, as of the date of the Prospectus and this Statement of Additional
Information, the Fund had no operating history.
-59-
<PAGE>
APPENDIX A
COMMERCIAL PAPER RATINGS
A Standard & Poor's commercial paper rating is a current
assessment of the likelihood of timely payment of debt considered short-term in
the relevant market. The following summarizes the rating categories used by
Standard and Poor's for commercial paper:
"A-1" - The highest category indicates that the degree of
safety regarding timely payment is strong. Those issues determined to possess
extremely strong safety characteristics are denoted with a plus sign (+)
designation.
"A-2" - Capacity for timely payment on issues with this
designation is satisfactory. However, the relative degree of safety is not as
high as for issues designated "A-1."
"A-3" - Issues carrying this designation have adequate
capacity for timely payment. They are, however, more vulnerable to the adverse
effects of changes in circumstances than obligations carrying the higher
designations.
"B" - Issues are regarded as having only a speculative
capacity for timely payment.
"C" - This rating is assigned to short-term debt obligations
with a doubtful capacity for payment.
"D" - Issues are in payment default.
Moody's commercial paper ratings are opinions of the ability
of issuers to repay punctually promissory obligations not having an original
maturity in excess of 9 months. The following summarizes the rating categories
used by Moody's for commercial paper:
"Prime-1" - Issuers or related supporting institutions have a
superior capacity for repayment of short-term promissory obligations. Prime-1
repayment capacity will normally be evidenced by the following characteristics:
leading market positions in well established industries;
-A-1-
<PAGE>
high rates of return on funds employed; conservative capitalization structures
with moderate reliance on debt and ample asset protection; broad margins in
earning coverage of fixed financial charges and high internal cash generation;
and well established access to a range of financial markets and assured sources
of alternate liquidity.
"Prime-2" - Issuers or related supporting institutions have a
strong capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternative liquidity is maintained.
"Prime-3" - Issuers or related supporting institutions have an
acceptable capacity for repayment of short-term promissory obligations. The
effects of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in changes in
the level of debt protection measurements and the requirement for relatively
high financial leverage. Adequate alternate liquidity is maintained.
"Not Prime" - Issuers do not fall within any of the Prime
rating categories.
The three rating categories of Duff & Phelps for investment
grade commercial paper and short-term debt are "D-1," "D-2" and "D-3." Duff &
Phelps employs three designations, "D-1+," "D-1" and "D-1-," within the highest
rating category. The following summarizes the rating categories used by Duff &
Phelps for commercial paper:
"D-1+" - Debt possesses highest certainty of timely payment.
Short-term liquidity, including internal operating factors and/or access to
alternative sources of funds, is outstanding, and safety is just below risk-free
U.S. Treasury short-term obligations.
"D-1" - Debt possesses very high certainty of timely payment.
Liquidity factors are excellent and supported by good fundamental protection
factors. Risk factors are minor.
-A-1-
<PAGE>
"D-1-" - Debt possesses high certainty of timely payment.
Liquidity factors are strong and supported by good fundamental protection
factors. Risk factors are very small.
"D-2" - Debt possesses good certainty of timely payment.
Liquidity factors and company fundamentals are sound. Although ongoing funding
needs may enlarge total financing requirements, access to capital markets is
good. Risk factors are small.
"D-3" - Debt possesses satisfactory liquidity and other
protection factors qualify issue as investment grade. Risk factors are larger
and subject to more variation. Nevertheless, timely payment is expected.
"D-4" - Debt possesses speculative investment characteristics.
Liquidity is not sufficient to ensure against disruption in debt service.
Operating factors and market access may be subject to a high degree of
variation.
"D-5" - Issuer has failed to meet scheduled principal and/or
interest payments.
Fitch short-term ratings apply to debt obligations that are
payable on demand or have original maturities of generally up to three years.
The following summarizes the rating categories used by Fitch for short-term
obligations:
"F-1+" - Securities possess exceptionally strong credit
quality. Issues assigned this rating are regarded as having the strongest degree
of assurance for timely payment.
"F-1" - Securities possess very strong credit quality. Issues
assigned this rating reflect an assurance of timely payment only slightly less
in degree than issues rated "F-1+."
"F-2" - Securities possess good credit quality. Issues
assigned this rating have a satisfactory degree of assurance for timely payment,
but the margin of safety is not as great as the "F-1+" and "F-1" ratings.
"F-3" - Securities possess fair credit quality. Issues
assigned this rating have characteristics suggesting that the degree of
assurance
-A-1-
<PAGE>
for timely payment is adequate; however, near-term adverse changes could cause
these securities to be rated below investment grade.
"F-S" - Securities possess weak credit quality. Issues
assigned this rating have characteristics suggesting a minimal degree of
assurance for timely payment and are vulnerable to near-term adverse changes in
financial and economic conditions.
"D" - Securities are in actual or imminent payment default.
Fitch may also use the symbol "LOC" with its short-term
ratings to indicate that the rating is based upon a letter of credit issued by a
commercial bank.
Thomson BankWatch short-term ratings assess the likelihood of
an untimely or incomplete payment of principal or interest of unsubordinated
instruments having a maturity of one year or less which are issued by United
States commercial banks, thrifts and non-bank banks; non-United States banks;
and broker-dealers. The following summarizes the ratings used by Thomson
BankWatch:
"TBW-1" - This designation represents Thomson BankWatch's
highest rating category and indicates a very high degree of likelihood that
principal and interest will be paid on a timely basis.
"TBW-2" - This designation indicates that while the degree of
safety regarding timely payment of principal and interest is strong, the
relative degree of safety is not as high as for issues rated "TBW-1."
"TBW-3" - This designation represents the lowest investment
grade category and indicates that while the debt is more susceptible to adverse
developments (both internal and external) than obligations with higher ratings,
capacity to service principal and interest in a timely fashion is considered
adequate.
"TBW-4" - This designation indicates that the debt is regarded
as non-investment grade and therefore speculative.
IBCA assesses the investment quality of unsecured debt with an
original maturity of less than one year which is issued by bank holding
-A-l-
<PAGE>
companies and their principal bank subsidiaries. The following summarizes the
rating categories used by IBCA for short-term debt ratings:
"A1+" - Obligations which posses a particularly strong credit
feature are supported by the highest capacity for timely repayment.
"A1" - Obligations are supported by the highest capacity for
timely repayment.
"A2" - Obligations are supported by a good capacity for timely
repayment.
"A3" - Obligations are supported by a satisfactory capacity
for timely repayment.
"B" - Obligations for which there is an uncertainty as to the
capacity to ensure timely repayment.
"C" - Obligations for which there is a high risk of default or
which are currently in default.
-A-1-
<PAGE>
CORPORATE LONG-TERM DEBT RATINGS
The following summarizes the ratings used by Standard & Poor's
for corporate debt:
"AAA" - This designation represents the highest rating
assigned by Standard & Poor's to a debt obligation and indicates an extremely
strong capacity to pay interest and repay principal.
"AA" - Debt is considered to have a very strong capacity to
pay interest and repay principal and differs from AAA issues only in small
degree.
"A" - Debt is considered to have a strong capacity to pay
interest and repay principal although such issues are somewhat more susceptible
to the adverse effects of changes in circumstances and economic conditions than
debt in higher-rated categories.
"BBB" - Debt is regarded as having an adequate capacity to pay
interest and repay principal. Whereas such issues normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to pay interest and repay principal
for debt in this category than in higher-rated categories.
"BB," "B," "CCC," "CC" and "C" - Debt is regarded, on balance,
as predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. "BB" indicates the
lowest degree of speculation and "C" the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.
"BB" - Debt has less near-term vulnerability to default than
other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial or economic conditions which could lead
to inadequate capacity to meet timely interest and principal payments. The "BB"
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied "BBB-" rating.
"B" - Debt has a greater vulnerability to default but
currently has the capacity to meet interest payments and principal repayments.
Adverse business, financial or economic conditions will likely impair
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<PAGE>
capacity or willingness to pay interest and repay principal. The "B" rating
category is also used for debt subordinated to senior debt that is assigned an
actual or implied "BB" or "BB-" rating.
"CCC" - Debt has a currently identifiable vulnerability to
default, and is dependent upon favorable business, financial and economic
conditions to meet timely payment of interest and repayment of principal. In the
event of adverse business, financial or economic conditions, it is not likely to
have the capacity to pay interest and repay principal. The "CCC" rating category
is also used for debt subordinated to senior debt that is assigned an actual or
implied "B" or "B-" rating.
"CC" - This rating is typically applied to debt subordinated
to senior debt that is assigned an actual or implied "CCC" rating.
"C" - This rating is typically applied to debt subordinated to
senior debt which is assigned an actual or implied "CCC-" debt rating. The "C"
rating may be used to cover a situation where a bankruptcy petition has been
filed, but debt service payments are continued.
"CI" - This rating is reserved for income bonds on which no
interest is being paid.
"D" - Debt is in payment default. This rating is used when
interest payments or principal payments are not made on the date due, even if
the applicable grace period has not expired, unless S & P believes that such
payments will be made during such grace period. "D" rating is also used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.
PLUS (+) OR MINUS (-) - The ratings from "AA" through "CCC"
may be modified by the addition of a plus or minus sign to show relative
standing within the major rating categories.
"r" - This rating is attached to highlight derivative, hybrid,
and certain other obligations that S & P believes may experience high volatility
or high variability in expected returns due to non-credit risks. Examples of
such obligations are: securities whose principal or interest return is indexed
to equities, commodities, or currencies; certain swaps and options; and interest
only and principal only mortgage securities. The absence of an "r" symbol should
not be taken as an indication that an obligation will exhibit no volatility or
variability in total return.
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<PAGE>
The following summarizes the ratings used by Moody's for corporate
long-term debt:
"Aaa" - Bonds are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
"Aa" - Bonds are judged to be of high quality by all
standards. Together with the "Aaa" group they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in "Aaa" securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in "Aaa"
securities.
"A" - Bonds possess many favorable investment attributes and
are to be considered as upper medium-grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.
"Baa" - Bonds considered medium-grade obligations, i.e., they
are neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.
"Ba," "B," "Caa," "Ca," and "C" - Bonds that possess one of
these ratings provide questionable protection of interest and principal ("Ba"
indicates some speculative elements; "B" indicates a general lack of
characteristics of desirable investment; "Caa" represents a poor standing; "Ca"
represents obligations which are speculative in a high degree; and "C"
represents the lowest rated class of bonds). "Caa," "Ca" and "C" bonds may be in
default.
Con. (---) - Bonds for which the security depends upon the
completion of some act or the fulfillment of some condition are rated
conditionally. These are bonds secured by (a) earnings of projects under
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<PAGE>
construction, (b) earnings of projects unseasoned in operation experience, (c)
rentals which begin when facilities are completed, or (d) payments to which some
other limiting condition attaches. Parenthetical rating denotes probable credit
stature upon completion of construction or elimination of basis of condition.
(P)... - When applied to forward delivery bonds, indicates
that the rating is provisional pending delivery of the bonds. The rating may
be revised prior to delivery if changes occur in the legal documents or the
underlying credit quality of the bonds.
Note: Those bonds in the Aa, A, Baa, Ba and B groups which
Moody's believes possess the strongest investment attributes are designated by
the symbols, Aa1, A1, Baa1, Ba1 and B1.
The following summarizes the long-term debt ratings used by
Duff & Phelps for corporate long-term debt:
"AAA" - Debt is considered to be of the highest credit
quality. The risk factors are negligible, being only slightly more than for
risk-free U.S. Treasury debt.
"AA" - Debt is considered of high credit quality. Protection
factors are strong. Risk is modest but may vary slightly from time to time
because of economic conditions.
"A" - Debt possesses protection factors which are average but
adequate. However, risk factors are more variable and greater in periods of
economic stress.
"BBB" - Debt possesses below average protection factors but
such protection factors are still considered sufficient for prudent investment.
Considerable variability in risk is present during economic cycles.
"BB," "B," "CCC," "DD," and "DP" - Debt that possesses one of
these ratings is considered to be below investment grade. Although below
investment grade, debt rated "BB" is deemed likely to meet obligations when due.
Debt rated "B" possesses the risk that obligations will not be met when due.
Debt rated "CCC" is well below investment grade and has considerable uncertainty
as to timely payment of principal, interest or preferred dividends. Debt rated
"DD" is a defaulted debt obligation, and the rating "DP" represents preferred
stock with dividend arrearages.
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<PAGE>
To provide more detailed indications of credit quality, the
"AA," "A," "BBB," "BB" and "B" ratings may be modified by the addition of a plus
(+) or minus (-) sign to show relative standing within these major categories.
The following summarizes the highest four ratings used by
Fitch for corporate bonds:
"AAA" - Bonds considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally strong ability to pay
interest and repay principal, which is unlikely to be affected by reasonably
foreseeable events.
"AA" - Bonds considered to be investment grade and of very
high credit quality. The obligor's ability to pay interest and repay principal
is very strong, although not quite as strong as bonds rated "AAA." Because bonds
rated in the "AAA" and "AA" categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these issuers is generally
rated "F-1+."
"A" - Bonds considered to be investment grade and of high
credit quality. The obligor's ability to pay interest and repay principal is
considered to be strong, but may be more vulnerable to adverse changes in
economic conditions and circumstances than bonds with higher ratings.
"BBB" - Bonds considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest and repay
principal is considered to be adequate. Adverse changes in economic conditions
and circumstances, however, are more likely to have an adverse impact on these
bonds, and therefore, impair timely payment. The likelihood that the ratings of
these bonds will fall below investment grade is higher than for bonds with
higher ratings.
To provide more detailed indications of credit quality, the
Fitch ratings from and including "AA" to "BBB" may be modified by the addition
of a plus (+) or minus (-) sign to show relative standing within these major
rating categories.
IBCA assesses the investment quality of unsecured debt with an
original maturity of more than one year which is issued by bank holding
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<PAGE>
companies and their principal bank subsidiaries. The following summarizes the
rating categories used by IBCA for long-term debt ratings:
"AAA" - Obligations for which there is the lowest expectation
of investment risk. Capacity for timely repayment of principal and interest is
substantial, such that adverse changes in business, economic or financial
conditions are unlikely to increase investment risk substantially.
"AA" - Obligations for which there is a very low expectation
of investment risk. Capacity for timely repayment of principal and interest is
substantial, such that adverse changes in business, economic or financial
conditions may increase investment risk, albeit not very significantly.
"A" - Obligations for which there is a low expectation of
investment risk. Capacity for timely repayment of principal and interest is
strong, although adverse changes in business, economic or financial conditions
may lead to increased investment risk.
"BBB" - Obligations for which there is currently a low
expectation of investment risk. Capacity for timely repayment of principal and
interest is adequate, although adverse changes in business, economic or
financial conditions are more likely to lead to increased investment risk than
for obligations in other categories.
"BB," "B," "CCC," "CC," and "C" - Obligations are assigned one
of these ratings where it is considered that speculative characteristics are
present. "BB" represents the lowest degree of speculation and indicates a
possibility of investment risk developing. "C" represents the highest degree of
speculation and indicates that the obligations are currently in default.
IBCA may append a rating of plus (+) or minus (-) to a rating
below "AAA" to denote relative status within major rating categories.
Thomson BankWatch assesses the likelihood of an untimely
repayment of principal or interest over the term to maturity of long term debt
and preferred stock which are issued by United States commercial banks, thrifts
and non-bank banks; non-United States banks; and broker-dealers. The following
summarizes the rating categories used by Thomson BankWatch for long-term debt
ratings:
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<PAGE>
"AAA" - This designation represents the highest category
assigned by Thomson BankWatch to long-term debt and indicates that the ability
to repay principal and interest on a timely basis is extremely high.
"AA" - This designation indicates a very strong ability to
repay principal and interest on a timely basis with limited incremental risk
compared to issues rated in the highest category.
"A" - This designation indicates that the ability to repay
principal and interest is strong. Issues rated "A" could be more vulnerable to
adverse developments (both internal and external) than obligations with higher
ratings.
"BBB" - This designation represents Thomson BankWatch's lowest
investment grade category and indicates an acceptable capacity to repay
principal and interest. Issues rated "BBB" are, however, more vulnerable to
adverse developments (both internal and external) than obligations with higher
ratings.
"BB," "B," "CCC," and "CC," - These designations are assigned
by Thomson BankWatch to non-investment grade long-term debt. Such issues are
regarded as having speculative characteristics regarding the likelihood of
timely payment of principal and interest. "BB" indicates the lowest degree of
speculation and "CC" the highest degree of speculation.
"D" - This designation indicates that the long-term debt is
in default.
PLUS (+) OR MINUS (-) - The ratings from "AAA" through "CC"
may include a plus or minus sign designation which indicates where within the
respective category the issue is placed.
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<PAGE>
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
(1) Included in Part A of the Registration Statement:
None.
(2) Included in or incorporated by reference into Part B:
None.
<TABLE>
<CAPTION>
<S> <C> <C>
(b) Exhibits: SEE NOTE #
(1) (a) Articles of Incorporation of Registrant 1
(b) Articles Supplementary of Registrant. 1
(c) Articles of Amendment to Articles of Incorporation of Registrant. 2
(d) Articles Supplementary of Registrant. 2
(e) Articles Supplementary of Registrant. 5
(f) Articles Supplementary of Registrant. 6
(g) Articles Supplementary of Registrant. 9
(h) Articles Supplementary of Registrant. 10
(i) Articles Supplementary of Registrant. 14
(j) Articles Supplementary of Registrant. 14
(k) Articles Supplementary of Registrant. 19
(l) Articles Supplementary of Registrant. 19
(m) Articles Supplementary of Registrant. 19
(n) Articles Supplementary of Registrant. 19
(o) Articles Supplementary of Registrant. 20
(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
(2) Amended By-Laws adopted August 16, 1988. 3
(a) Amendment to By-Laws adopted July 25, 1989. 4
(b) By-Laws amended through October 24, 1989. 5
(c) By-Laws amended through April 24, 1996. 23
(b) Exhibits: SEE NOTE #
(3) None.
(4) (a) See Articles VI, VII, VIII, IX and XI of Registrant's Articles of 1
Incorporation dated February 17, 1988.
(b) See Articles II, III, VI, XIII, and XIV of Registrant's By-Laws as 23
amended through April 26, 1996.
(5) (a) Investment Advisory Agreement (Money Market) between Registrant and 3
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 Market) 3
between Registrant and Provident Institutional Management
Corporation, dated as of August 16, 1988.
(f) Sub-Advisory Agreement (Government Obligations Money Market) between 3
Provident Institutional Management Corporation and Provident
National Bank, dated as of August 16, 1988.
(k) Investment Advisory Agreement (Balanced) between Registrant and 3
Provident Institutional Management Corporation, dated as of August
16, 1988.
(l) Sub-Advisory Agreement (Balanced) between Provident Institutional 4
Management Corporation and Provident National Bank, dated as of
August 16, 1988.
(m) Investment Advisory Agreement (Tax-Free) between Registrant and 3
Provident Institutional Management Corporation, dated as of August
16, 1988.
(n) Sub-Advisory Agreement (Tax-Free) between Provident Institutional 3
Management Corporation and Provident National Bank, dated as of
August 16, 1988.
(s) Investment Advisory Agreement (Government Securities) between 8
Registrant and Provident Institutional Management Corporation dated as
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<PAGE>
(b) Exhibits: SEE NOTE #
of April 8, 1991.
(t) Investment Advisory Agreement (High Yield Bond) between Registrant 8
and Provident Institutional Management Corporation dated as of April
8, 1991.
(u) Sub-Advisory Agreement (High Yield Bond) between Registrant and 8
Warburg, Pincus Counsellors, Inc. dated as of April 8, 1991.
(v) Investment Advisory Agreement (New York Municipal Money Market) 9
between Registrant and Provident Institutional Management
Corporation dated November 5, 1991.
(w) Investment Advisory Agreement (Equity) between Registrant and 10
Provident Institutional Management Corporation dated November 5,
1991.
(x) Sub-Advisory Agreement (Equity) between Registrant, Provident 10
Institutional Management Corporation and Warburg, Pincus
Counsellors, Inc. dated November 5, 1991.
(y) Investment Advisory Agreement (Tax-Free Money Market) between 10
Registrant and Provident Institutional Management Corporation dated
April 21, 1992.
(z) Investment Advisory Agreement (BEA International Equity Portfolio) 11
between Registrant and BEA Associates.
(aa) Investment Advisory Agreement (BEA Strategic Fixed Income Portfolio) 11
between Registrant and BEA Associates.
(bb) Investment Advisory Agreement (BEA Emerging Markets Equity 11
Portfolio) between Registrant and BEA Associates.
(cc) Investment Advisory Agreement (Laffer/Canto Equity Portfolio) 14
between Registrant and Laffer Advisors Incorporated, dated as of
July 21, 1993.
(dd) Sub-Advisory Agreement (Laffer/Canto Sector Equity Portfolio) 12
between PNC Institutional Management Corporation and Laffer Advisors
Incorporated, dated as of July 21, 1993.
(ee) Investment Advisory Agreement (BEA U.S. Core Equity Portfolio) 15
between Registrant and BEA Associates, dated as of October 27, 1993.
(ff) Investment Advisory Agreement (BEA U.S. Core Fixed Income Portfolio) 15
between Registrant and BEA Associates, dated as of October 27, 1993.
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<PAGE>
(b) Exhibits: SEE NOTE #
(gg) Investment Advisory Agreement (BEA Global Fixed 15
Income Portfolio) between Registrant and BEA
Associates, dated as of October 27, 1993.
(hh) Investment Advisory Agreement (BEA Municipal Bond 15
Fund Portfolio) between Registrant and BEA
Associates, dated as of October 27, 1993.
(ii) Investment Advisory Agreement (Warburg Pincus Growth and Income 14
Fund) between Registrant and Warburg, Pincus Counsellors, Inc.
(jj) Investment Advisory Agreement (Warburg Pincus Balanced Fund) between 16
Registrant and Warburg, Pincus Counsellors, Inc.
(kk) Investment Advisory Agreement (BEA Balanced) between Registrant and 16
BEA Associates.
(ll) Investment Advisory Agreement (BEA Short Duration Portfolio) between 16
Registrant and BEA Associates.
(mm) Investment Advisory Agreement (Warburg Pincus Tax Free Fund) between 21
Registrant and Warburg, Pincus Counsellors, Inc.
(nn) Investment Advisory Agreement (ni Micro Cap Fund) between Registrant 23
and Numeric Investors, L.P.
(oo) Investment Advisory Agreement (ni Growth Fund) between Registrant 23
and Numeric Investors, L.P.
(pp) Investment Advisory Agreement (ni Growth & Value Fund) between 23
Registrant and Numeric Investors, L.P.
(qq) Investment Advisory Agreement (BEA Global Telecommunications 24
Portfolio) between Registrant and BEA Associates.
(rr) Investment Advisory Agreement (Boston Partners Large Cap Value Fund) 26
between Registrant and Boston Partners Asset Management, L.P.
(ss) Investment Advisory Agreement (Boston Partners Mid Cap Value Fund) 28
between Registrant and Boston Partners Asset Management, L.P.
(6) (r) Distribution Agreement and Supplements (Classes A through Q) between 8
the Registrant and Counsellors Securities Inc. dated as of April 10,
1991.
(s) Distribution Agreement Supplement (Classes L, M, N and 0) between 9
the Registrant and Counsellors Securities Inc. dated as of November
5, 1991.
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<PAGE>
(b) Exhibits: SEE NOTE #
(t) Distribution Agreement Supplements (Classes R, S, and Alpha 1 9
through Theta 4) between the Registrant and Counsellors Securities
Inc. dated as of November 5, 1991.
(u) Distribution Agreement Supplement (Classes T, U and V) between the 10
Registrant and Counsellors Securities Inc. dated as of September 18,
1992.
(v) Distribution Agreement Supplement (Class W) between the Registrant 14
and Counsellors Securities Inc. dated as of July 21, 1993.
(w) Distribution Agreement Supplement (Classes X, Y, Z and AA) between 14
the Registrant and Counselors Securities Inc.
(x) Distribution Agreement Supplement (Classes BB and CC) between 18
Registrant and Counsellors Securities Inc. dated as of October 26,
1994.
(y) Distribution Agreement Supplement (Classes DD and EE) between 18
Registrant and Counsellors Securities Inc. dated as of October 26,
1994.
(z) Distribution Agreement Supplement (Classes L, M, N and O) between 19
the Registrant and Counsellors Securities Inc.
(aa) Distribution Agreement Supplement (Classes R, S) between the 19
Registrant and Counsellors Securities Inc.
(bb) Distribution Agreement Supplements (Classes Alpha 1 through Theta 4) 19
between the Registrant and Counsellors Securities Inc.
(cc) Distribution Agreement Supplement Janney Classes (Alpha 1, Alpha 2, 20
Alpha 3 and Alpha 4) between the Registrant and Counsellors
Securities Inc.
(dd) Distribution Agreement Supplement ni Classes (Classes FF, GG and HH) 23
between Registrant and Counsellors Securities Inc.
(ee) Distribution Agreement Supplement (Classes II, JJ, KK, and LL) 24
between Registrant and Counsellors Securities Inc.
(ff) Distribution Agreement Supplement (Classes MM, NN, OO, and PP) 24
between Registrant and Counsellors Securities Inc.
(gg) Distribution Agreement Supplement (Class QQ) between Registrant and 26
Counsellors Securities Inc.
(hh) Distribution Agreement Supplement (Class RR) between Registrant and 27
Counsellors Securities Inc.
(ii) Distribution Agreement Supplement (Class SS) 27
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<PAGE>
(b) Exhibits: SEE NOTE #
between Registrant and Counsellors Securities Inc.
(jj) Distribution Agreement Supplement (Class TT) between Registrant 28
and Counsellors Securities Inc.
(kk) Distribution Agreement Supplement (Class UU) between Registrant and 28
Counsellors Securities Inc.
(7) Fund Office Retirement Profit-Sharing and Trust Agreement, dated as of 7
October 24, 1990.
(8) (a) Custodian Agreement between Registrant and Provident National Bank 3
dated as of August 16, 1988.
(b) Sub-Custodian Agreement among The Chase Manhattan Bank, N.A., the 10
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 August 16, 1988. 9
(f) Agreement between Brown Brothers Harriman & Co. and Registrant on 10
behalf of BEA International Equity Portfolio, dated September 18,
1992.
(g) Agreement between Brown Brothers Harriman & Co. and Registrant on 10
behalf of BEA Strategic Fixed Income Portfolio, dated September 18,
1992.
(h) Agreement between Brown Brothers Harriman & Co. and Registrant on 10
behalf of BEA Emerging Markets Equity Portfolio, dated September 18,
1992.
(i) Agreement between Brown Brothers Harriman & Co. and Registrant on 15
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 & Co. and Registrant on 15
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 State Street Bank and 18
Trust Company.
(l) Custody Agreement between Registrant and Custodial Trust Company on 23
behalf of ni Micro Cap Fund, ni Growth Fund and ni Growth & Value
Fund Portfolios of the Registrant.
(m) Custodian Agreement Supplement Between Registrant and PNC Bank, 26
National Association
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<PAGE>
(b) Exhibits: SEE NOTE #
dated October 16, 1996.
(n) Custodian Agreement Supplement between Registrant and
Brown Brothers 27 Harriman & Co. on behalf of the BEA
Municipal Bond Fund.
(o) Custodian Agreement Supplement between Registrant and PFPC Inc., on 28
behalf of the Boston Partners Mid Cap Value Fund.
(9) (a) Transfer Agency Agreement (Sansom Street) between Registrant and 3
Provident Financial Processing Corporation, dated as of August 16,
1988.
(b) Transfer Agency Agreement (Cash Preservation) between Registrant and 3
Provident Financial Processing Corporation, dated as of August 16,
1988.
(c) Shareholder Servicing Agreement (Sansom Street Money Market). 3
(d) Shareholder Servicing Agreement (Sansom Street Tax-Free Money 3
Market).
(e) Shareholder Servicing Agreement (Sansom Street Government 3
Obligations Money Market).
(f) Shareholder Services Plan (Sansom Street Money Market). 3
(g) Shareholder Services Plan (Sansom Street Tax-Free Money Market). 3
(h) Shareholder Services Plan (Sansom Street Government Obligations 3
Money Market).
(i) Transfer Agency Agreement (SafeGuard) between Registrant and 3
Provident Financial Processing Corporation, dated as of August 16,
1988.
(j) Transfer Agency Agreement (Bedford) between Registrant and Provident 3
Financial Processing Corporation, dated as of August 16, 1988.
(k) Transfer Agency Agreement (Income Opportunities) 7
between Registrant and Provident Financial
Processing Corporation dated June 25, 1990.
(l) Administration and Accounting Services Agreement between Registrant 8
and Provident Financial Processing Corporation, relating to
Government Securities Portfolio, dated as of April 10, 1991.
(m) Administration and Accounting Services Agreement between Registrant 9
and Provident Financial Processing Corporation, relating to New York
Municipal Money Market Portfolio dated as of November 5, 1991.
(n) Administration and Accounting Services Agreement between Registrant 9
and Provident
-7-
<PAGE>
(b) Exhibits: SEE NOTE #
Financial Processing Corporation, relating to Equity
Portfolio dated as of November 5, 1991.
(o) Administration and Accounting Services Agreement between Registrant 9
and Provident Financial Processing Corporation, relating to High
Yield Bond Portfolio, dated as of April 10, 1991.
(p) Administration and Accounting Services Agreement between Registrant 10
and Provident Financial Processing Corporation (BEA International
Equity) dated September 18, 1992.
(q) Administration and Accounting Services Agreement between Registrant 10
and Provident Financial Processing Corporation (BEA Strategic Fixed
Income) dated September 18, 1992.
(r) Administration and Accounting Services Agreement between Registrant 10
and Provident Financial Processing Corporation (BEA Emerging Markets
Equity) dated September 18, 1992.
(s) Transfer Agency Agreement and Supplements (Bradford, Alpha (now 9
known as Janney), Beta, Gamma, Delta, Epsilon, Zeta, Eta and Theta)
between Registrant and Provident Financial Processing Corporation
dated as of November 5, 1991.
(t) Transfer Agency Agreement Supplement (BEA) between Registrant and 10
Provident Financial Processing Corporation dated as of September 19,
1992.
(u) Administrative Services Agreement between Registrant and 10
Counsellor's Fund Services, Inc. (BEA Portfolios) dated September
18, 1992.
(v) Administration and Accounting Services Agreement between Registrant 10
and Provident Financial Processing Corporation, relating to Tax-Free
Money Market Portfolio, dated as of April 21, 1992.
(w) Transfer Agency Agreement Supplement (Laffer/Canto) 12
between Registrant and PFPC Inc. dated as of July
21, 1993.
(x) Administration and Accounting Services Agreement between Registrant 12
and PFPC Inc., relating to Laffer/Canto Equity Fund, dated July 21,
1993.
(y) Transfer Agency Agreement Supplement (BEA U.S. Core Equity, BEA U.S. 15
Core Fixed Income, BEA Global Fixed Income and BEA Municipal Bond
Fund Portfolios) between Registrant and
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<PAGE>
(b) Exhibits: SEE NOTE #
PFPC Inc. dated as October 27, 1993.
(z) Administration and Accounting Services Agreement between Registrant 15
and PFPC Inc. relating to BEA U.S. Core Equity Portfolio dated as of
October 27, 1993.
(aa) Administration and Accounting Services Agreement between Registrant 15
and PFPC Inc. (BEA U.S. Core Fixed Income Portfolio) dated October
27, 1993.
(bb) Administration and Accounting Services Agreement between Registrant 15
and PFPC Inc. (International Fixed Income Portfolio) dated October
27, 1993.
(cc) Administration and Accounting Services Agreement between Registrant 15
and PFPC Inc. (Municipal Bond Fund Portfolio) dated October 27, 1993.
(dd) Transfer Agency Agreement Supplement (BEA Balanced and Short 18
Duration Portfolios) between Registrant and PFPC Inc. dated October
26, 1994.
(ee) Administration and Accounting Services Agreement between Registrant 18
and PFPC Inc. (BEA Balanced Portfolio) dated October 26, 1994.
(ff) Administration and Accounting Services Agreement between Registrant 18
and PFPC Inc. (BEA Short Duration Portfolio) dated October 26, 1994.
(gg) Co-Administration Agreement between Registrant and PFPC Inc. 18
(Warburg Pincus Growth & Income Fund) dated August 4, 1994.
(hh) Co-Administration Agreement between Registrant and PFPC Inc. 18
(Warburg Pincus Balanced Fund) dated August 4, 1994.
(ii) Co-Administration Agreement between Registrant and Counsellors Funds 18
Services, Inc. (Warburg Pincus Growth & Income Fund) dated August 4,
1994.
(jj) Co-Administration Agreement between Registrant and Counsellors Funds 18
Services, Inc. (Warburg Pincus Balanced Fund) dated August 4, 1994.
(kk) Administrative Services Agreement Supplement between Registrant and 18
Counsellors Fund Services, Inc. (BEA Classes) dated October 26, 1994.
(ll) Co-Administration Agreement between Registrant and PFPC Inc. 21
(Warburg Pincus Tax Free Fund) dated March 31, 1995.
-9-
<PAGE>
(b) Exhibits: SEE NOTE #
(mm) Co-Administration Agreement between Registrant and Counsellors Funds 21
Services, Inc. (Warburg Pincus Tax-Free Fund) dated March 31, 1995.
(nn) Transfer Agency and Service Agreement between Registrant and State 21
Street Bank and Trust Company and PFPC, Inc. dated February 1, 1995.
(oo) Supplement to Transfer Agency and Service Agreement between 21
Registrant, State Street Bank and Trust Company, Inc. and PFPC dated
April 10, 1995.
(pp) Amended and Restated Credit Agreement dated December 15, 1994. 22
(qq) Transfer Agency Agreement Supplement (ni Micro Cap Fund, ni Growth 23
Fund and ni Growth & Value Fund) between Registrant and PFPC, Inc.
dated April 14, 1996.
(rr) Administration and Accounting Services Agreement between Registrant 23
and PFPC, Inc. (ni Micro Cap Fund) dated April 24, 1996.
(ss) Administration and Accounting Services Agreement between Registrant 23
and PFPC, Inc. (ni Growth Fund) dated April 24, 1996.
(tt) Administration and Accounting Services Agreement between Registrant 23
and PFPC, Inc. (ni Growth & Value Fund) dated April 24, 1996.
(uu) Administrative Services Agreement between Registrant and Counsellors 23
Fund Services, Inc. (ni Micro Cap Fund, ni Growth Fund and ni Growth
& Value Fund) dated April 24, 1996.
(vv) Administration and Accounting Services Agreement between Registrant 24
and PFPC, Inc. (BEA Global Telecommunications Portfolio).
(ww) Co-Administration Agreement between Registrant Investor and BEA 24
Associates (BEA International Equity Investor Portfolio).
(xx) Co-Administration Agreement between Registrant and BEA Associates 24
(BEA International Equity Advisor Portfolio).
(yy) Co-Administration Agreement between Registrant and BEA Associates 24
(BEA Emerging Markets Equity Investor Portfolio).
(zz) Co-Administration Agreement between Registrant and BEA Associates 24
(BEA Emerging Markets Equity Advisor Portfolio).
(aaa) Co-Administration Agreement between Registrant and BEA Associates 24
(BEA High Yield Investor Portfolio).
-10-
<PAGE>
(b) Exhibits: SEE NOTE #
(bbb) Co-Administration Agreement between Registrant and BEA Associates 24
(BEA High Yield Advisor Portfolio).
(ccc) Co-Administration Agreement between Registrant and BEA Associates 24
(BEA Global Telecommunications Investor Portfolio).
(ddd) Co-Administration Agreement between Registrant and BEA Associates 24
(BEA Global Telecommunications Advisor Portfolio).
(eee) Transfer Agreement and Service Agreement between Registrant and 24
State Street Bank and Trust Company.
(fff) Administration and Accounting Services Agreement between the 27
Registrant and PFPC Inc. dated October 16, 1996 (Boston Partners
Large Cap Value Fund).
(ggg) Transfer Agency Agreement Supplement between Registrant and PFPC 26
Inc. (Boston Partners Institutional Class).
(hhh) Transfer Agency Agreement Supplement between Registrant and PFPC 26
Inc. (Boston Partners Investor Class).
(iii) Transfer Agency Agreement Supplement between Registrant and PFPC 26
Inc. (Boston Partners Advisor Class).
(jjj) Transfer Agency Agreement Supplement between Registrant and PFPC 28
Inc., (Boston Partners Mid Cap Value Fund, Institutional Class).
(kkk) Transfer Agency Agreement Supplement between Registrant and PFPC 28
Inc., (Boston Partners Mid Cap Value Fund, Investor Class).
(lll) Administration and Accounting Services Agreement between Registrant 28
and PFPC Inc. dated, May 30, 1997 (Boston Partners Mid Cap Value
Fund).
(10) (a) Counsel's Opinion and Consent.
(11) (a) Included in 10(a).
(b) Consent of Independent Accountants.
(12) None.
(13) (a) Subscription Agreement (relating to Classes A through N). 2
(b) Subscription Agreement between Registrant and Planco Financial 7
Services, Inc., relating to Classes O and P.
-11-
<PAGE>
(b) Exhibits: SEE NOTE #
(c) Subscription Agreement between Registrant and Planco Financial 7
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 and Counsellors Securities 10
Inc. relating to Classes T, U and V.
(f) Subscription Agreement between Registrant and Counsellor's 18
Securities Inc. relating to Classes BB and CC.
(g) Purchase Agreement between Registrant and Counsellors Securities 21
Inc. relating to Class DD (Warburg Pincus Growth & Income Fund
Series 2).
(h) Purchase Agreement between Registrant and Counsellors Securities 21
Inc. relating to Class EE (Warburg Pincus Balanced Fund Series 2).
(i) Purchase Agreement between Registrant and Numeric Investors, L.P. 23
relating to Class FF (ni Micro Cap Fund).
(j) Purchase Agreement between Registrant and Numeric Investors, L.P. 23
relating to Class GG (ni Growth Fund).
(k) Purchase Agreement between Registrant and Numeric Investors, L.P. 23
relating to Class HH (ni Growth & Value Fund).
(l) Subscription Agreement between Registrant and Counsellors 24
Securities, Inc. relating to Classes II through PP.
(m) Purchase Agreement between Registrant and Boston Partners Asset 27
Management, L.P. relating to Classes QQ, RR and SS. (Boston
Partners Large Cap Value Fund).
(n) Purchase Agreement between Registrant and Boston Partners Asset 28
Management, L.P. relating to Classes TT, and UU. (Boston Partners
Mid Cap Value Fund).
(14) None.
(15) (a) Plan of Distribution (Sansom Street Money Market). 3
(b) Plan of Distribution (Sansom Street Tax-Free Money Market). 3
(c) Plan of Distribution (Sansom Street Government Obligations Money 3
Market).
(d) Plan of Distribution (Cash Preservation Money). 3
-12-
<PAGE>
(b) Exhibits: SEE NOTE #
(e) Plan of Distribution (Cash Preservation Tax-Free Money Market). 3
(f) Plan of Distribution (SafeGuard Equity). 3
(g) Plan of Distribution (SafeGuard Fixed Income). 3
(h) Plan of Distribution (SafeGuard Balanced). 3
(i) Plan of Distribution (SafeGuard Tax-Free). 3
(j) Plan of Distribution (SafeGuard Money Market). 3
(k) Plan of Distribution (SafeGuard Tax-Free Money Market). 3
(1) Plan of Distribution (Bedford Money Market). 3
(m) Plan of Distribution (Bedford Tax-Free Money Market). 3
(n) Plan of Distribution (Bedford Government Obligations Money Market). 3
(o) Plan of Distribution (Bedford New York Municipal Money). 7
(p) Plan of Distribution (SafeGuard Government Securities). 7
(q) Plan of Distribution (Income Opportunities High Yield). 7
(r) Amendment No. 1 to Plans of Distribution (Classes A through Q). 8
(s) Plan of Distribution (Bradford Tax-Free Money Market). 9
(t) Plan of Distribution (Bradford Government Obligations Money Market). 9
(u) Plan of Distribution (Alpha (now known as Janney) Money Market). 9
(v) Plan of Distribution (Alpha (now known as Janney) Tax-Free Money 9
Market (now known as the Municipal Money Market)).
(w) Plan of Distribution (Alpha (now known as Janney) Government 9
Obligations Money Market).
(x) Plan of Distribution (Alpha (now known as Janney) New York Municipal 9
Money Market).
(y) Plan of Distribution (Beta Money Market). 9
(z) Plan of Distribution (Beta Tax-Free Money Market). 9
(aa) Plan of Distribution (Beta Government Obligations Money Market). 9
(bb) Plan of Distribution (Beta New York Money 9
-13-
<PAGE>
(b) Exhibits: SEE NOTE #
Market).
(cc) Plan of Distribution (Gamma Money Market). 9
(dd) Plan of Distribution (Gamma Tax-Free Money Market). 9
(ee) Plan of Distribution (Gamma Government Obligations Money Market). 9
(ff) Plan of Distribution (Gamma New York Municipal Money Market). 9
(gg) Plan of Distribution (Delta Money Market). 9
(hh) Plan of Distribution (Delta Tax-Free Money Market). 9
(ii) Plan of Distribution (Delta Government Obligations Money Market). 9
(jj) Plan of Distribution (Delta New York Municipal Money Market). 9
(kk) Plan of Distribution (Epsilon Money Market). 9
(ll) Plan of Distribution (Epsilon Tax-Free Money Market). 9
(mm) Plan of Distribution (Epsilon Government Municipal Money Market). 9
(nn) Plan of Distribution (Epsilon New York Municipal Money Market). 9
(oo) Plan of Distribution (Zeta Money Market). 9
(pp) Plan of Distribution (Zeta Tax-Free Money Market). 9
(qq) Plan of Distribution (Zeta Government Obligations Money Market). 9
(rr) Plan of Distribution (Zeta New York Municipal Money Market). 9
(ss) Plan of Distribution (Eta Money Market). 9
(tt) Plan of Distribution (Eta Tax-Free Money Market). 9
(uu) Plan of Distribution (Eta Government Obligations Money Market). 9
(vv) Plan at Distribution (Eta New York Municipal Money Market). 9
(ww) Plan of Distribution (Theta Money Market). 9
(xx) Plan of Distribution (Theta Tax-Free Money Market). 9
(yy) Plan of Distribution (Theta Government Obligations Money Market). 9
(zz) Plan of Distribution (Theta New York Municipal Money Market). 9
-14-
<PAGE>
(b) Exhibits: SEE NOTE #
(aaa) Plan at Distribution (Laffer Equity). 12
(bbb) Plan Distribution (Warburg Pincus Growth & Income Series 2). 18
(ccc) Plan of Distribution (Warburg Pincus Balanced Series 2). 18
(ddd) Plan of Distribution (BEA International Equity Investor). 24
(eee) Plan of Distribution (BEA International Equity Advisor). 24
(fff) Plan of Distribution (BEA Emerging Markets Equity Investor). 24
(ggg) Plan of Distribution (BEA Emerging Markets Equity Advisor). 24
(hhh) Plan of Distribution (BEA High Yield Investor). 24
(iii) Plan of Distribution (BEA High Yield Advisor). 24
(jjj) Plan of Distribution (BEA Global Telecommunications Investor). 24
(kkk) Plan of Distribution (BEA Global Telecommunications Advisor). 24
(lll) Plan of Distribution (Boston Partners Large Cap Value Fund 26
Institutional Class)
(mmm) Plan of Distribution (Boston Partners Large Cap Value Fund Investor 27
Class)
(nnn) Plan of Distribution (Boston Partners Large Cap Value Fund Advisor 27
Class)
(ooo) Plan of Distribution (Boston Partners Mid Cap Value Fund Investor 27
Class)
(ppp) Plan of Distribution (Boston Partners Mid Cap Value Fund 27
Institutional Class)
(16) (a) Schedule of computation of Performance Quotations 3
(17) Not Applicable
(18) Not Applicable
</TABLE>
NOTE #
1 Incorporated herein by reference to the same exhibit number of
Registrant's Registration Statement (No. 33-20827) filed on March 24,
1988.
2 Incorporated herein by reference to the same exhibit number of
Pre-Effective Amendment No. 2 to Registrant's Registration Statement
(No. 33-20827) filed on July 12, 1988.
-15-
<PAGE>
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.
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
-16-
<PAGE>
(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. 33-30827) filed on November 27, 1996.
27 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 45 to the Registant's Registration Statement
(No. 33-30827) 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
(33-30287) filed on September 25, 1997.
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 October 6, 1997.
<TABLE>
<CAPTION>
TITLE OF CLASS OF COMMON STOCK NUMBER OF RECORD HOLDERS
- ------------------------------ ------------------------
<S> <C> <C>
a) RBB Money Market 0
b) RBB Municipal Money Market 0
c) Cash Preservation Money Market 42
d) Cash Preservation Municipal Money Market 61
e) Sansom Street Money Market 3
f) Sansom Street Municipal Money Market 0
g) Sansom Street Government Obligations Money Market 0
h) Bedford Money Market 119963
i) Bedford Municipal Money Market 4464
j) Bedford Government Obligations Money Market 3680
k) Bedford New York Municipal Money Market 3172
-17-
<PAGE>
l) RBB Government Securities 539
m) Bradford Municipal Money Market 0
n) Bradford Government Obligations Money Market 0
o) BEA International Equity - Institutional Class 427
p) BEA International Equity - Investor Class 0
q) BEA International Equity - Advisor Class 11
r) BEA High Yield - Institutional Class 102
s) BEA High Yield - Investor Class 0
t) BEA High Yield - Advisor Class 8
u) BEA Emerging Markets Equity - Institutional Class 46
v) BEA Emerging Markets Equity - Investor Class 0
w) BEA Emerging Markets Equity - Advisor Class 10
x) BEA U.S. Core Equity 92
y) BEA U.S. Core Fixed Income 64
z) BEA Strategic Global Fixed Income 27
aa) BEA Municipal Bond Fund 38
bb) BEA Short Duration 0
cc) BEA Balanced 0
dd) BEA Global Telecommunications - Investor Class 0
ee) BEA Global Telecommunications - Advisor Class 21
ff) Janney Montgomery Scott
Money Market 94612
gg) Janney Montgomery Scott
Municipal Money Market 4351
hh) Janney Montgomery Scott
Government Obligations Money Market 33833
ii) Janney Montgomery Scott
New York Municipal Money Market 1446
jj) ni Micro Cap 3666
kk) ni Growth 3589
ll) ni Growth & Value 2384
mm) Boston Partners Large Cap Value Fund - Institutional
Class 27
nn) Boston Partners Large Cap Value Fund - Investor Class 29
oo) Boston Partners Large Cap Value Fund - Advisor Class 0
pp) Boston Partners Mid Cap Value Fund - Investor Class 17
qq) Boston Partners Mid Cap Value Fund - Institutional Class 24
</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:
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
-18-
<PAGE>
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,
1993, Schedules B and D of BEA's FORM ADV (File No. 801-37170) filed on March
30, 1993, Schedules B and D of Numeric's FORM ADV (File No. 801-35649) filed on
November 2, 1995, and Schedules of Boston Partners' FORM ADV (File No.
801-49059) filed on October 2, 1996, respectively.
There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in which each
director or officer of PNC Bank, National Association (successor by merger to
Provident National Bank) ("PNC Bank"), is, or at any time during the past two
years has been, engaged for his own account or in the capacity of director,
officer, employee, partner or trustee.
-19-
<PAGE>
PNC INSTITUTIONAL MANAGEMENT CORPORATION
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
=============== ---------------------------------- ---------------------------------------------------- ====================
POSITION WITH OTHER BUSINESS TYPE OF
PIMC NAME CONNECTIONS BUSINESS
=============== ---------------------------------- ---------------------------------------------------- ====================
<S> <C> <C> <C>
Chairman and J. Richard Carnall Executive Vice President Banking
Director PNC Bank, National Association (1)
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Banking
PNC National Bank (2)
=============== ---------------------------------- ---------------------------------------------------- ====================
Chairman and Director Financial-
PFPC Inc. (3) Related
Services
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Fiduciary
PNC Trust Company of New York (11) Activities
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Equipment
Hayden Bolts, Inc.*
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Real Estate
Parkway Real Estate Company*
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Investment
Provident Capital Management Advisory
Inc. (5)
=============== ---------------------------------- ---------------------------------------------------- ====================
Director
PNC Asset Management Group, Inc.
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Financial-
PFPC International Ltd. Related
Services
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Financial-
PFPC International (Cayman) Ltd. Related
Services
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Investment
Advanced Investment Management Advisory
=============== ---------------------------------- ---------------------------------------------------- ====================
Chairman
International Dollar Reserve Fund, Ltd.
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Richard C. Caldwell Executive Vice President Banking
PNC Bank, National Association (1)
=============== ---------------------------------- ---------------------------------------------------- ====================
Director PNC National Bank (2) Banking
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Fiduciary
PNC Trust Company Activities
of New York (11)
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Investment
Provident Capital Management Advisory
Inc. (5)
=============== ---------------------------------- ---------------------------------------------------- ====================
Executive Vice President Banking
PNC Bank Corp. (14) Holding Company
-20-
<PAGE>
=============== ---------------------------------- ---------------------------------------------------- ====================
POSITION WITH OTHER BUSINESS TYPE OF
PIMC NAME CONNECTIONS BUSINESS
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Banking
PNC Bank, New Jersey
National Association (16)
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Financial-
PFPC Inc. (3) Related
Services
=============== ---------------------------------- ---------------------------------------------------- ====================
Chairman, Director & CEO
PNC Asset Management Group, Inc.
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Mutual Fund
Compass Capital Group, Inc.
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Investment
BlackRock Financial Advisory
Management, Inc.
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Investment
PNC Equity Advisors Co. Advisory
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Banking
PNC Bank, New England
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Laurence D. Fink Chairman and Chief Executive
Officer
BlackRock Financial Management,
Inc.
=============== ---------------------------------- ---------------------------------------------------- ====================
Director and Vice President
PNC Asset Management Group, Inc.
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Richard L. Smoot President and Chief Banking
Executive Officer
PNC Bank, National Association
(Phila.)(1)
=============== ---------------------------------- ---------------------------------------------------- ====================
Senior Vice President Bank
PNC Bank Corp.(14) Holding Company
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Financial-
PFPC Inc. (3) Related
Services
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Fiduciary
PNC Trust Company of NY (11) Activities
Director, Chairman and President Banking
=============== ---------------------------------- ---------------------------------------------------- ====================
PNC Bank, New Jersey,
National Association (16)
=============== ---------------------------------- ---------------------------------------------------- ====================
Director, Chairman and CEO Banking
PNC National Bank (2)
=============== ---------------------------------- ---------------------------------------------------- ====================
Chairman & Director Leasing
PNC Credit Corp. (13)
=============== ---------------------------------- ---------------------------------------------------- ====================
Director and Nicholas M. Marsini, Jr. Senior Vice President Banking
Chief PNC Bank, National Association(1)
Financial
Officer
-21-
<PAGE>
=============== ---------------------------------- ---------------------------------------------------- ====================
POSITION WITH OTHER BUSINESS TYPE OF
PIMC NAME CONNECTIONS BUSINESS
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Financial-Related
PFPC Inc. (3) Services
=============== ---------------------------------- ---------------------------------------------------- ====================
Senior Vice President Banking
and Chief Financial Officer
PNC Bank, Delaware (20)
=============== ---------------------------------- ---------------------------------------------------- ====================
Director, Vice President and Banking
Treasurer
PNC National Bank (2)
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Banking
PNC Bank, New Jersey
National Association (16)
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Fiduciary
PNC Trust Company of New York(11) Activities
=============== ---------------------------------- ---------------------------------------------------- ====================
Director and Treasurer Holding Company
PNC Bancorp, Inc. (9)
=============== ---------------------------------- ---------------------------------------------------- ====================
Director and Treasurer Investment
PNC Capital Corp. (17) Activities
=============== ---------------------------------- ---------------------------------------------------- ====================
Director and Treasurer Banking
PNC Holding Corp. (18)
=============== ---------------------------------- ---------------------------------------------------- ====================
Director and Treasurer Investment
PNC Venture Corp. (19) Activities
=============== ---------------------------------- ---------------------------------------------------- ====================
President and Thomas H. Nevin None.
Chief
Investment
Officer
=============== ---------------------------------- ---------------------------------------------------- ====================
Vice Michelle L. Petrilli Chief Counsel Banking
President and PNC Bank, DE (20)
Secretary
=============== ---------------------------------- ---------------------------------------------------- ====================
Secretary Financial-Related
PFPC Inc. (3) Services
=============== ---------------------------------- ---------------------------------------------------- ====================
Senior Vice Vincent J. Ciavardini President, Chief Financial-
President Financial Officer Related
and Director Services
PFPC Inc. (3)
=============== ---------------------------------- ---------------------------------------------------- ====================
Director
PNC Asset Management Group, Inc.
=============== ---------------------------------- ---------------------------------------------------- ====================
Director & President Financial-
PFPC International Ltd. Related
Services
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Financial-Related
PFPC International (Cayman) Ltd. Services
=============== ---------------------------------- ---------------------------------------------------- ====================
Director
International Dollar Reserve
-22-
<PAGE>
=============== ---------------------------------- ---------------------------------------------------- ====================
POSITION WITH OTHER BUSINESS TYPE OF
PIMC NAME CONNECTIONS BUSINESS
=============== ---------------------------------- ---------------------------------------------------- ====================
Fund, Ltd.
=============== ---------------------------------- ---------------------------------------------------- ====================
Senior Vice John N. Parthemore None.
President
=============== ---------------------------------- ---------------------------------------------------- ====================
Vice Stephen M. Wynne Executive Vice President and Financial-Related
President, Chief Accounting Officer Services
Chief PFPC Inc. (3)
Accounting
Officer and
Assistant
Secretary
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Financial- Related
PFPC Trustee & Custodial Services
Services, Ltd.
=============== ---------------------------------- ---------------------------------------------------- ====================
Director Financial- Related
PFPC International (Cayman) Ltd. Services
=============== ---------------------------------- ---------------------------------------------------- ====================
Executive Vice President Financial- Related
PFPC International Ltd. Services
=============== ---------------------------------- ---------------------------------------------------- ====================
Controller Pauline M. Heintz Vice President Financial-
PFPC Inc. (3) Related
Services
=============== ---------------------------------- ---------------------------------------------------- ====================
Vice President Jeffrey W. Carson None.
=============== ---------------------------------- ---------------------------------------------------- ====================
Vice President Katherine A. Chuppe None.
=============== ---------------------------------- ---------------------------------------------------- ====================
Vice President Mary J. Coldren None.
=============== ---------------------------------- ---------------------------------------------------- ====================
Vice President Michele C. Dillon None.
=============== ---------------------------------- ---------------------------------------------------- ====================
Vice President Patrick J. Ford None.
=============== ---------------------------------- ---------------------------------------------------- ====================
Vice President Richard Hoerner None.
=============== ---------------------------------- ---------------------------------------------------- ====================
Vice President Michael S. Hutchinson None.
=============== ---------------------------------- ---------------------------------------------------- ====================
Vice President Michael J. Milligan None.
=============== ---------------------------------- ---------------------------------------------------- ====================
Vice President G. Keith Robertshaw None.
=============== ---------------------------------- ---------------------------------------------------- ====================
Vice President William F. Walsh None.
=============== ================================== ==================================================== ====================
Vice President Karen J. Walters None.
=============== ================================== ==================================================== ====================
-23-
<PAGE>
<FN>
- -----------------------------
* Information regarding these corporations can be obtained from the office of the Secretary.
</FN>
PNC BANK, NATIONAL ASSOCIATION
DIRECTORS
=============== -------------------------------------- ----------------------------------------- ===========================
POSITION WITH NAME OTHER BUSINESS CONNECTIONS TYPE OF BUSINESS
PNC BANK
=============== -------------------------------------- ----------------------------------------- ===========================
Director B.R. Brown President and C.E.O. of Consol, Inc. Coal
Consol Plaza
Pittsburgh, PA 15241
=============== -------------------------------------- ----------------------------------------- ===========================
Director Constance E. Clayton Associate Dean, School of Health & Medical
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 Institution Education
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.
-24-
<PAGE>
=============== -------------------------------------- ----------------------------------------- ===========================
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 & Company Financial 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
=================================== ============================================
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
-25-
<PAGE>
================================================================================
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
=================================== ============================================
Anthony J. Cacciatore Senior Vice President
=================================== ============================================
Richard C. Caldwell Executive Vice President
=================================== ============================================
Craig T. Campbell Senior Vice President
=================================== ============================================
J. Richard Carnall Executive Vice President
=================================== ============================================
Edward V. Caruso Executive Vice President
=================================== ============================================
Peter K. Classen President & CEO, PNC Bank, Northwest, PA
=================================== ============================================
James P. Conley Senior Vice President/Credit Policy
=================================== ============================================
Andra D. Cochran Senior Vice President
=================================== ============================================
Sharon Coghlan Coordinating Market Chief Counsel,
Philadelphia
=================================== ============================================
John F. Calligan Senior Vice President
=================================== ============================================
James P. Conley Senior Vice President
=================================== ============================================
C. David Cook Senior Vice President
=================================== ============================================
Alfred F. Cordasco Supervising Counsel, Pittsburgh, PA
=================================== ============================================
Robert Crouse Senior Vice President
=================================== ============================================
Peter M. Crowley Senior Vice President
=================================== ============================================
Keith P. Crytzer Senior Vice President
=================================== ============================================
John J. Daggett Senior Vice President
=================================== ============================================
Peter J. Donchak Senior Vice President
=================================== ============================================
Anuj Dhanda Senior Vice President
=================================== ============================================
Victor M. DiBattista Chief Regional Counsel
=================================== ============================================
Frank H. Dilenschneider Senior Vice President
=================================== ============================================
Thomas C. Dilworth Senior Vice President
=================================== ============================================
Alfred J. DiMatteis Senior Vice President
=================================== ============================================
James Dionise Senior Vice President and C.F.O.
=================================== ============================================
Patrick S. Doran Vice President, Head of Consumer Lending
=================================== ============================================
Robert D. Edwards Senior Vice President
=================================== ============================================
David J. Egan Senior Vice President
=================================== ============================================
J. Lynn Evans Senior Vice President & Controller
=================================== ============================================
William E. Fallon Senior Vice President
=================================== ============================================
James M. Ferguson, III Senior Vice President
=================================== ============================================
Charles J. Ferrero Senior Vice President
=================================== ============================================
Frederick C. Frank, III Executive Vice President
-26-
<PAGE>
================================================================================
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
=================================== ============================================
William J. Friel Executive Vice President
=================================== ============================================
John F. Fulgoney Coordinating Market Chief Counsel,
Northeast PA
=================================== ============================================
Brian K. Garlock Senior Vice President
=================================== ============================================
George D. Gonczar Senior Vice President
=================================== ============================================
Richard C. Grace Senior Vice President
=================================== ============================================
James S. Graham Senior Vice President
=================================== ============================================
Michael J. Hannon Senior Vice President
=================================== ============================================
Stephen G. Hardy Senior Vice President
=================================== ============================================
Michael J. Harrington Senior Vice President
=================================== ============================================
Marva H. Harris Senior Vice President
=================================== ============================================
Maurice H. Hartigan, II Executive Vice President
=================================== ============================================
G. Thomas Hewes Senior Vice President
=================================== ============================================
Sylvan M. Holzer Senior Vice President
=================================== ============================================
Bruce C. Iacobucci Senior Vice President
=================================== ============================================
John M. Infield Senior Vice President
=================================== ============================================
Philip C. Jackson Senior Vice President
=================================== ============================================
William J. Johns Controller
=================================== ============================================
William R. Johnson Audit Director
=================================== ============================================
Edward P. Junker, III Vice Chairman
=================================== ============================================
Robert D. Kane Senior Vice President
=================================== ============================================
Michael D. Kelsey Chief Compliance Counsel
=================================== ============================================
Jack Kelly Senior Vice President
=================================== ============================================
Geoffrey R. Kimmel Senior Vice President
=================================== ============================================
Randall C. King Senior Vice President
=================================== ============================================
Christopher M. Knoll Senior Vice President
=================================== ============================================
Richard C. Krauss Senior Vice President
=================================== ============================================
Frank R. Krepp Senior Vice President & Chief Credit
Policy Officer
=================================== ============================================
Kenneth P. Leckey Senior Vice President
=================================== ============================================
Marilyn R. Levins Senior Vice President
=================================== ============================================
Carl J. Lisman Executive Vice President
=================================== ============================================
George Lula Senior Vice President
=================================== ============================================
Jane E. Madio Senior Vice President
-27-
<PAGE>
================================================================================
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
=================================== ============================================
Nicholas M. Marsini, Jr. Senior Vice President
=================================== ============================================
John A. Martin Senior Vice President
=================================== ============================================
David O. Matthews Senior Vice President
=================================== ============================================
Walter B. McClellan Senior Vice President
=================================== ============================================
James F. McGowan Senior Vice President
=================================== ============================================
Charlotte B. McLaughlin Senior Vice President
=================================== ============================================
James C. Mendelson Senior Vice President
=================================== ============================================
James W. Meighen Senior Vice President
=================================== ============================================
Scott C. Meves Senior Vice President
=================================== ============================================
Ralph S. Michael, III Executive Vice President
=================================== ============================================
J. William Mills Senior Vice President
=================================== ============================================
Barbara A. Misner Senior Vice President
=================================== ============================================
Marlene D. Mosco Senior Vice President
=================================== ============================================
Scott Moss Senior Vice President
=================================== ============================================
Peter F. Moylan Senior Vice President
=================================== ============================================
Michael B. Nelson Executive Vice President
=================================== ============================================
Thomas J. Nist Senior Vice President
=================================== ============================================
Thomas H. O'Brien Chairman
=================================== ============================================
James F. O'Day Senior Vice President
=================================== ============================================
Cynthia G. Osofsky Senior Vice President
=================================== ============================================
Thomas E. Paisley, III Senior Vice President
=================================== ============================================
Barbara Z. Parker Executive Vice President
=================================== ============================================
George R. Partridge Senior Vice President
=================================== ============================================
Daniel J. Panlick Senior Vice President
=================================== ============================================
David M. Payne Senior Vice President
=================================== ============================================
Charles C. Pearson, Jr. President and CEO, PNC Bank, Central PA
=================================== ============================================
Helen P. Pudlin Senior Vice President
=================================== ============================================
Edward V. Randall, Jr. President and CEO, PNC Bank, Pittsburgh
=================================== ============================================
Arthur F. Rodman, III Senior Vice President
=================================== ============================================
Richard C. Rhoades Senior Vice President
=================================== ============================================
Bryan W. Ridley Senior Vice President
=================================== ============================================
James E. Rohr President and Chief Executive Officer
-28-
<PAGE>
================================================================================
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
=================================== ============================================
Gary Royer Senior Vice President
=================================== ============================================
Robert T. Saltarelli Senior Vice President
=================================== ============================================
Robert V. Sammartino Senior Vice President
=================================== ============================================
William Sayre, Jr. Senior Vice President
=================================== ============================================
Alfred J. Schiavetti Senior Vice President
=================================== ============================================
David W. Schoffstall Executive Vice President
=================================== ============================================
Seymour Schwartzberg Senior Vice President
=================================== ============================================
Timothy G. Shack Senior Vice President
=================================== ============================================
Douglas E. Shaffer Senior Vice President
=================================== ============================================
Alfred A. Silva Senior Vice President
=================================== ============================================
George R. Simon Senior Vice President
=================================== ============================================
Richard L. Smoot President and CEO of PNC Bank, Philadelphia
=================================== ============================================
Timothy N. Smyth Senior Vice President
=================================== ============================================
Kenneth S. Spatz Senior Vice President
=================================== ============================================
Darcel H. Steber Senior Vice President
=================================== ============================================
William F. Strome Senior Vice President and Secretary
=================================== ============================================
Robert L. Tassome Senior Vice President
=================================== ============================================
Jane B. Tompkins Senior Vice President
=================================== ============================================
Robert B. Trempe Senior Vice President
=================================== ============================================
Kevin M. Tucker Senior Vice President
=================================== ============================================
Alan P. Vail Senior Vice President
=================================== ============================================
Frank T. VanGrofski Executive Vice President
=================================== ============================================
Ronald H. Vicari Senior Vice President
=================================== ============================================
William A. Wagner Senior Vice President
=================================== ============================================
Patrick M. Wallace Senior Vice President
=================================== ============================================
Annette M. Ward-Kredel Senior Vice President
=================================== ============================================
Robert S. Wrath Senior Vice President
=================================== ============================================
Arlene M. Yocum Senior Vice President
=================================== ============================================
Carole Yon Senior Vice President
=================================== ============================================
George L. Ziminski, Jr. Senior Vice President
=================================== ============================================
-29-
<PAGE>
PNC ASSET MANAGEMENT GROUP
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
========================== ------------------------ -------------------------------------------------- =========================
TYPE OF
POSITION WITH PAMG NAME OTHER BUSINESS CONNECTIONS BUSINESS
========================== ------------------------ -------------------------------------------------- =========================
<S> <C> <C> <C>
Chairman, Director and Richard C. Caldwell Executive Vice President Banking
CEO PNC Bank, National Association(1)
========================== ------------------------ -------------------------------------------------- =========================
Director Banking
PNC National Bank(2)
========================== ------------------------ -------------------------------------------------- =========================
Director Fiduciary Activities
PNC Trust Company
of New York(11)
========================== ------------------------ -------------------------------------------------- =========================
Director Investment Advisory
Provident Capital Management Inc.(5)
========================== ------------------------ -------------------------------------------------- =========================
Executive Vice President Bank Holding Company
PNC Bank Corp.(14)
========================== ------------------------ -------------------------------------------------- =========================
Director Banking
PNC Bank, New Jersey, National Association(16)
========================== ------------------------ -------------------------------------------------- =========================
Director Financial Related
PFPC Inc.(3) Services
========================== ------------------------ -------------------------------------------------- =========================
Director
PNC Institutional Management Corp.
========================== ------------------------ -------------------------------------------------- =========================
Director
Compass Capital Group, Inc.
========================== ------------------------ -------------------------------------------------- =========================
Director
BlackRock Financial Management, Inc.
========================== ------------------------ -------------------------------------------------- =========================
Director
PNC Equity Advisors Co.
========================== ------------------------ -------------------------------------------------- =========================
Director
PNC Bank, New England
========================== ------------------------ -------------------------------------------------- =========================
Vice President Laurence D. Fink Chairman and CEO
and Director BlackRock Financial
Management, Inc.
========================== ------------------------ -------------------------------------------------- =========================
Director
PNC Institutional Management Corp.
========================== ------------------------ -------------------------------------------------- =========================
Secretary Pamela Fraser Chief Counsel, Asset Management & Trust Banking
Wilford PNC Bank, National
Association(1)
-30-
<PAGE>
========================== ------------------------ -------------------------------------------------- =========================
TYPE OF
POSITION WITH PAMG NAME OTHER BUSINESS CONNECTIONS BUSINESS
========================== ------------------------ -------------------------------------------------- =========================
Treasurer Brian Lilly None.
and CFO
========================== ------------------------ -------------------------------------------------- =========================
Assistant Thomas R. Moore Secretary Financial Related
Secretary PNC International Investment Corporation Services
========================== ------------------------ -------------------------------------------------- =========================
Vice President and Secretary Pinaco, Inc.
========================== ------------------------ -------------------------------------------------- =========================
Vice President and Secretary PNC Mortgage Bank,
N.A.
========================== ------------------------ -------------------------------------------------- =========================
Secretary and Treasurer
PNC Brokerage Corp.
========================== ------------------------ -------------------------------------------------- =========================
Vice President Real Estate
Provcor Properties, Inc.
========================== ------------------------ -------------------------------------------------- =========================
Vice President
Provident Realty Mgmt., Inc.
========================== ------------------------ -------------------------------------------------- =========================
Director Vincent J. Ciavardini President, CFO and Director PFPC Inc.(3) Financial Related
Services
========================== ------------------------ -------------------------------------------------- =========================
Senior Vice President
PNC Institutional Management Corp.
========================== ------------------------ -------------------------------------------------- =========================
Director Financial Related
PFPC International Ltd. Services
========================== ------------------------ -------------------------------------------------- =========================
Director PFPC International (Cayman) Ltd. Financial Related
Services
========================== ------------------------ -------------------------------------------------- =========================
Director J. Richard Carnall Executive Vice President Banking
PNC Bank, National Association(1)
========================== ------------------------ -------------------------------------------------- =========================
Director Banking
PNC National Bank(2)
========================== ------------------------ -------------------------------------------------- =========================
Chairman and Director Financial Related
PFPC Inc.(3) Services
========================== ------------------------ -------------------------------------------------- =========================
Director Fiduciary Activities
PNC Trust Company
of New York(11)
========================== ------------------------ -------------------------------------------------- =========================
Director Equipment
Hayden Bolts, Inc.*
========================== ------------------------ -------------------------------------------------- =========================
Director Real Estate
Parkway R.E. Company*
========================== ------------------------ -------------------------------------------------- =========================
Director Investment Advisory
Provident Capital Management Inc.(5)
========================== ------------------------ -------------------------------------------------- =========================
Chairman and Director Financial Related
PNC Institutional Management Corp. Services
-31-
<PAGE>
========================== ------------------------ -------------------------------------------------- =========================
TYPE OF
POSITION WITH PAMG NAME OTHER BUSINESS CONNECTIONS BUSINESS
========================== ------------------------ -------------------------------------------------- =========================
Director
PFPC International Ltd.
========================== ------------------------ -------------------------------------------------- =========================
Director Financial Related
PFPC International (Cayman) Ltd. Services
========================== ------------------------ -------------------------------------------------- =========================
Director Investment Advisory
Advanced Investment Management
========================== ------------------------ -------------------------------------------------- =========================
Chairman Mutual Fund
International Dollar Reserve Fund, Ltd.
========================== ------------------------ -------------------------------------------------- =========================
Chief Equity Young D. Chin Chairman, President, CEO, Chief Investment Investment
Officer Officer and Director Advisory
Provident Capital Management Inc.(5)
========================== ------------------------ -------------------------------------------------- =========================
Chairman
PNC Equity Advisors Company
========================== ------------------------ -------------------------------------------------- =========================
Director
CastleRock Capital Management
========================== ======================== ================================================== =========================
Director Ralph L. Schlosstein President
BlackRock Financial
Management, Inc.
========================== ======================== ================================================== =========================
</TABLE>
-32-
<PAGE>
(1) PNC Bank, National Association, 120 S. 17th Street, Philadelphia, PA 19103
Broad and Chestnut Streets, Philadelphia, PA 19101, 17th and Chestnut
Streets, Philadelphia, PA 19103.
(2) PNC National Bank, 103 Bellevue Parkway, Wilmington, DE 19809.
(3) PFPC Inc., 103 Bellevue Parkway, Wilmington, DE 19809.
(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 Woods Streets, Pittsburgh, PA 15265.
(16) PNC Bank, New Jersey, National Association, Woodland Falls Corporate
Park, 210 Lake Drive East, Cherry Hill, NJ 08002.
(17) PNC Capital Corp, 5th Avenue and Woods Streets, Pittsburgh, PA 15265.
(18) PNC Holding Corp, 222 Delaware Avenue, P.O. Box 791, Wilmington, DE
19899.
(19) PNC Venture Corp, 5th Avenue and Woods Streets, Pittsburgh, PA 15265.
(20) PNC Bank, Delaware, 300 Delaware Avenue, Wilmington, DE 19801.
(21) Bank of Delaware Corp., 300 Delaware Avenue, Wilmington, DE 19801.
(22) Del-Vest, Inc., 300 Delaware Avenue, Wilmington, DE 19801.
(23) Marand Corp., 222 Delaware Avenue, Wilmington, DE 19801.
(24) Millsboro Insurance Agency, 300 Delaware Avenue, Wilmington, DE 19801.
(25) Roney-Richards, Inc., 300 Delaware Avenue, Wilmington, DE 19801.
Item 29. PRINCIPAL UNDERWRITER
(a) Counsellors Securities Inc. (the "Distributor") acts as
distributor for the following investment companies:
Warburg Pincus Cash Reserve Fund
Warburg Pincus New York Tax Exempt Fund
-33-
<PAGE>
Warburg Pincus New York Intermediate Municipal Bond Fund
Warburg Pincus Intermediate Maturity Government Fund
Warburg Pincus Fixed Income Fund
Warburg Pincus Global Fixed Income Fund
Warburg Pincus Capital Appreciation Fund
Warburg Pincus Emerging Growth Fund
Warburg Pincus International Equity Fund
Warburg Pincus Japan OTC Fund
Warburg Pincus Growth & Income Fund
Warburg Pincus Balanced Fund
Warburg Pincus Tax Free Fund
Warburg Pincus Emerging Markets Fund
Warburg Pincus Global Post-Venture Capital Fund
Warburg Pincus Health Sciences Fund
Warburg Pincus Institutional Fund
Warburg Pincus Japan Growth Fund
Warburg Pincus Post-Venture Capital Fund
Warburg Pincus Small Company Growth Fund
Warburg Pincus Small Company Value Fund
Warburg Pincus Strategic Value Fund
Warburg Pincus Trust Warburg Pincus Trust II
The Distributor acts as a principal underwriter, depositor or investment adviser
for the following investment companies: None other than Registrant and companies
listed above.
(b) The information required by this item 29(b) is incorporated by
reference to Form BD (SEC File No. 15-654) filed by Distributor with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended.
(c) Information as to commissions and other compensation received by
the principal underwriter from the Registrant is set forth below.
<TABLE>
<CAPTION>
NAME OF NET COMPENSATION BROKERAGE OTHER
PRINCIPAL UNDERWRITING ON REDEMPTION COMMISSIONS COMPENSATION
UNDERWRITER DISCOUNTS AND AND REPURCHASE ----------- ------------
----------- COMMISSIONS --------------
-----------
<S> <C> <C> <C> <C>
Counsellors Securities $ 0 $ 0 $ 0 $17,199,881
Inc.
</TABLE>
The amounts reported above in the "Other Compensation" column are 12b-1
fees paid by the Registrant to the Registrant's distributor during fiscal year
1996 on behalf of all of the Registrant's funds that have 12b-1 Plans. A
description of the services performed by the distributor in connection with
these fees is contained in Registrant's prospectuses relating to these funds.
Item 30. LOCATION OF ACCOUNTS AND RECORDS
(1) PNC Bank, National Association (successor by merger to
Provident National Bank), 1600 Market Street, Philadelphia, PA
19103 (records relating to its functions as sub-adviser and
custodian).
(2) Counsellors Securities Inc., 466 Lexington Avenue, New York,
New York 10017 (records relating to its functions as
distributor).
(3) PNC Institutional Management Corporation (formerly Provident
-34-
<PAGE>
Institutional Management Corporation), Bellevue Corporate
Center, 103 Bellevue Parkway, Wilmington, Delaware 19809
(records relating to its functions as investment adviser,
sub-adviser and administrator).
(4) PFPC Inc. (formerly Provident Financial Processing
Corporation), Bellevue Corporate Center, 400 Bellevue Parkway,
Wilmington, Delaware 19809 (records relating to its functions
as transfer agent and dividend disbursing agent).
(5) Drinker Biddle & Reath LLP, Philadelphia National Bank
Building, 1345 Chestnut Street, Philadelphia, Pennsylvania
19107-3496 (Registrant's Articles of Incorporation, By-Laws
and Minute Books).
(6) BEA Associates, One Citicorp Center, 153 East 53rd Street,
New York, New York 10022 (records relating to its function as
investment adviser).
(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.
(b) Registrant hereby undertakes to file a post-effective
amendment, using financial statements which need not be
certified, within four to six months from the effective date
of registrant's registration statement filed pursuant to the
Securities Act of 1933, as amended.
-35-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment No. 48 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 15th day of October, 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 Executive October 15, 1997
- ---------------------- Officer) and Treasurer (Principal
Edward J. Roach Financial and Accounting Officer)
*DONALD VAN RODEN Director October 15, 1997
- -------------------
Donald van Roden
*FRANCIS J. MCKAY Director October 15, 1997
- --------------------
Francis J. McKay
*MARVIN E. STERNBERG Director October 15, 1997
- --------------------
Marvin E. Sternberg
*JULIAN A. BRODSKY Director October 15, 1997
- --------------------
Julian A. Brodsky
*ARNOLD M. REICHMAN Director October 15, 1997
- --------------------
Arnold M. Reichman
*ROBERT SABLOWSKY Director October 15, 1997
- --------------------
Robert Sablowsky
*By:/S/ EDWARD J. ROACH October 15, 1997
Edward J. Roach
Attorney-in-Fact
-36-
</TABLE>
<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
(1) (s) Articles of Amendment to Charter of the
Registrant.
(1) (t) Articles Supplementary of Registrant.
(10) Opinion and Consent of Counsel.
(11) (b) Consent of Independent Auditors.
Exhibit (1) (s)
THE RBB FUND, INC
ARTICLES OF AMENDMENT
THE RBB FUND, INC., a Maryland corporation having its
principal office in the State of Maryland in Baltimore City, Maryland
(hereinafter called the "Corporation"), hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation is hereby amended by
redesignating the issued and unissued shares of Alpha 1 Common Stock, Alpha 2
Common Stock, Alpha 3 Common Stock and Alpha 4 Common Stock, as follows:
OLD DESIGNATION NEW DESIGNATION
- --------------- ---------------
Alpha 1 Common Stock Janney Money Common Stock
Alpha 2 Common Stock Janney Municipal Money Common Stock
Alpha 3 Common Stock Janney Government Money Common Stock
Alpha 4 Common Stock Janney N.Y. Municipal Money Common Stock
SECOND: The foregoing amendment to the charter of the
Corporation was approved by a majority of the entire Board of Directors; the
foregoing amendment is limited to a change expressly permitted by Section 2-605
of Title II of Subtitle 6 of the Maryland General Corporation Law to be made
without action by the stockholders of the Corporation; and the Corporation is
registered as an open-end investment company under the Investment Company Act of
1940, as amended.
IN WITNESS WHEREOF, The RBB Fund, Inc. has caused these
presents to be signed in its name and on its behalf by its duly authorized
officer who acknowledges that these Articles of Amendment are the act of the
Corporation, that to the best of his knowledge, information and belief, all
matters and facts set forth herein relating to the authorization and approval of
these Articles are true in all material respects, and that this statement is
made under the penalties of perjury.
THE RBB FUND, INC.
By: /S/ EDWARD J. ROACH
Edward J. Roach
President
WITNESS:
/S/ MORGAN R. JONES
Morgan R. Jones
Secretary
Exhibit (1) (t)
THE RBB FUND, INC.
ARTICLES SUPPLEMENTARY TO THE
CHARTER
THE RBB FUND, INC., a Maryland corporation having its
principal office in Baltimore, Maryland (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Board of Directors of the Corporation, an open-end
investment company registered under the Investment Company Act of 1940, as
amended, and having authorized capital of thirty billion (30,000,000,000) shares
of common stock, par value $.001 per share, has adopted a unanimous resolution
increasing the number of shares of common stock that are classified (but not
increasing the aggregate number of authorized shares) into separate classes by:
classifying an additional one hundred million (100,000,000) of
the previously authorized, unissued and unclassified shares of the
common stock, par value $.001 per share, with an aggregate par value of
one hundred thousand dollars ($100,000), as Class VV Common Stock
(Boston Partners Premium Bond Fund Institutional Class Portfolio);
classifying an additional one hundred million (100,000,000) of
the previously authorized, unissued and unclassified shares of the
common stock, par value $.001 per share, with an aggregate par value of
one hundred thousand dollars ($100,000), as Class WW Common Stock
(Boston Partners Premium Bond Fund Investor Class Portfolio);
classifying an additional fifty million (50,000,000) of the
previously authorized, unissued and unclassified shares of the common
stock, par value $.001 per share, with an aggregate par value of fifty
thousand dollars ($50,000), as Class XX Common Stock (n/i Larger Cap
Value Fund Portfolio).
SECOND: A description of the shares so classified with the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption as set or changed by the Board of Directors of the Corporation is as
follows:
A description of the preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications and
terms and conditions or redemption of each class of common stock of the
Corporation is set forth in Article VI, Section (6) of the Corporation's
Charter, and has not been changed by the Board of Directors of the Corporation.
The shares of Class VV Common Stock, Class WW Common Stock and
Class XX Common Stock will be issued without stock certificates.
-2-
<PAGE>
The shares of Class VV Common Stock and Class WW Common Stock
shall be invested in a common investment portfolio, with shares of Class VV
Common Stock representing the Institutional Class of such portfolio and shares
of Class WW Common Stock representing the Investor Class of such portfolio.
THIRD: The shares aforesaid have been duly classified by the
Board of Directors of the Corporation pursuant to authority and power contained
in the charter of the Corporation.
FOURTH: Immediately before the increase in the number of
shares of common stock that have been classified into separate classes:
(a) the Corporation had authority to issue thirty
billion (30,000,000,000) shares of its common stock and the aggregate par value
of all the shares of all classes was thirty million dollars ($30,000,000);
(b) the number of shares of each authorized class of
common stock was as follows:
Class A - one hundred million (100,000,000), par value $.001 per share;
Class B - one hundred million (100,000,000), par value $.001 per share;
Class C - one hundred million (100,000,000), par value $.001 per share;
Class D - one hundred million (100,000,000), par value $.001 per share;
Class E - five hundred million (500,000,000), par value $.001 per
-3-
<PAGE>
share;
Class F - five hundred million (500,000,000), par value $.001 per share;
Class G - five hundred million (500,000,000), par value $.001 per share;
Class H - five hundred million (500,000,000), par value $.001 per share;
Class I - one billion (1,000,000,000), par value $.001 per share;
Class J - five hundred million (500,000,000), par value $.001 per share;
Class K - five hundred million (500,000,000), par value $.001 per share;
Class L - one billion five hundred million (1,500,000,000), par value $.001
per share;
Class M - five hundred million (500,000,000), par value $.001 per share;
Class N - five hundred million (500,000,000), par value $.001 per share;
Class O - five hundred million (500,000,000), par value $.001 per share;
Class P - one hundred million (100,000,000), par value $.001 per share;
Class Q - one hundred million (100,000,000), par value $.001 per share;
Class R - five hundred million (500,000,000), par value $.001 per share;
-4-
<PAGE>
Class S - five hundred million (500,000,000), par value $.001 per share;
Class T - five hundred million (500,000,000), par value $.001 per share;
Class U - five hundred million (500,000,000), par value $.001 per share;
Class V - five hundred million (500,000,000), par value $.001 per share;
Class W - one hundred million (100,000,000), par value $.001 per share;
Class X - fifty million (50,000,000), par value $.001 per share;
Class Y - fifty million (50,000,000), par value $.001 per share;
Class Z - fifty million (50,000,000), par value $.001 per share;
Class AA - fifty million (50,000,000), par value $.001 per share;
Class BB - fifty million (50,000,000), par value $.001 per share;
Class CC - fifty million (50,000,000), par value $.001 per share;
Class DD - one hundred million (100,000,000), par value $.001 per share;
Class EE - one hundred million (100,000,000), par value $.001 per share;
Class FF - fifty million (50,000,000), par value $.001 per share;
Class GG - fifty million (50,000,000), par value $.001 per
-5-
<PAGE>
share;
Class HH - fifty million (50,000,000), par value $.001 per share;
Class II - one hundred million (100,000,000), par value $.001 per share;
Class JJ - one hundred million (100,000,000), par value $.001 per share;
Class KK - one hundred million (100,000,000), par value $.001 per share;
Class LL - one hundred million (100,000,000), par value $.001 per share;
Class MM - one hundred million (100,000,000), par value $.001 per share;
Class NN - one hundred million (100,000,000), par value $.001 per share;
Class OO - one hundred million (100,000,000), par value $.001 per share;
Class PP - one hundred million (100,000,000), par value $.001 per share;
Class QQ - one hundred million (100,000,000), par value $.001 per share;
Class RR - one hundred million (100,000,000), par value $.001 per share;
Class SS - one hundred million (100,000,000), par value $.001 per share;
Class TT - one hundred million (100,000,000), par value $.001
-6-
<PAGE>
per share;
Class UU - one hundred million (100,000,000), par value $.001 per share;
Class Alpha 1 - seven hundred million (700,000,000), par value $.001 per share;
Class Alpha 2 - two hundred million (200,000,000), par value $.001 per share;
Class Alpha 3 - five hundred million (500,000,000), par value $.001 per share;
Class Alpha 4 - one hundred million (100,000,000), par value $.001 per share;
Class Beta 1 - one million (1,000,000), par value $.001 per share;
Class Beta 2 - one million (1,000,000), par value $.001 per share;
Class Beta 3 - one million (1,000,000), par value $.001 per share;
Class Beta 4 - one million (1,000,000), par value $.001 per share;
Class Gamma 1 - one million (1,000,000), par value $.001 per share;
Class Gamma 2 - one million (1,000,000), par value $.001 per share;
Class Gamma 3 - one million (1,000,000), par value $.001 per share;
Class Gamma 4 - one million (1,000,000), par value $.001 per
-7-
<PAGE>
share;
Class Delta 1 - one million (1,000,000), par value $.001 per share;
Class Delta 2 - one million (1,000,000), par value $.001 per share;
Class Delta 3 - one million (1,000,000), par value $.001 per share;
Class Delta 4 - one million (1,000,000), par value $.001 per share;
Class Epsilon 1 - one million (1,000,000), par value $.001 per share;
Class Epsilon 2 - one million (1,000,000), par value $.001 per share;
Class Epsilon 3 - one million (1,000,000), par value $.001 per share;
Class Epsilon 4 - one million (1,000,000), par value $.001 per share;
Class Zeta 1 - one million (1,000,000), par value $.001 per share;
Class Zeta 2 - one million (1,000,000), par value $.001 per share;
Class Zeta 3 - one million (1,000,000), par value $.001 per share;
Class Zeta 4 - one million (1,000,000), par value $.001 per share;
Class Eta 1 - one million (1,000,000), par value $.001 per
-8-
<PAGE>
share;
Class Eta 2 - one million (1,000,000) par value $.001 per share;
Class Eta 3 - one million (1,000,000), par value $.001 per share;
Class Eta 4 - one million (1,000,000), par value $.001 per share;
Class Theta 1 - one million (1,000,000), par value $.001 per share;
Class Theta 2 - one million (1,000,000), par value $.001 per share;
Class Theta 3 - one million (1,000,000), par value $.001 per share; and
Class Theta 4 - one million (1,000,000), par value $.001 per share;
for a total of thirteen billion six hundred seventy-eight million
(13,678,000,000) shares classified into separate classes of common stock.
After the increase in the number of shares of common stock
that have been classified into separate classes:
(c) the Corporation has the authority to issue thirty
billion (30,000,000,000) shares of its common stock and the aggregate par value
of all the shares of all classes is now thirty million dollars ($30,000,000);
and
(d) the number of authorized shares of each class is
now as follows:
-9-
<PAGE>
Class A - one hundred million (100,000,000), par value $.001 per share;
Class B - one hundred million (100,000,000), par value $.001 per share;
Class C - one hundred million (100,000,000), par value $.001 per share;
Class D - one hundred million (100,000,000), par value $.001 per share;
Class E - five hundred million (500,000,000), par value $.001 per share;
Class F - five hundred million (500,000,000), par value $.001 per share;
Class G - five hundred million (500,000,000), par value $.001 per share;
Class H - five hundred million (500,000,000), par value $.001 per share;
Class I - one billion (1,000,000,000), par value $.001 per share;
Class J - five hundred million (500,000,000), par value $.001 per share;
Class K - five hundred million (500,000,000), par value $.001 per share;
Class L - one billion five hundred million (1,500,000,000), par value $.001 per
share;
Class M - five hundred million (500,000,000), par value $.001 per share;
Class N - five hundred million (500,000,000), par value $.001 per
-10-
<PAGE>
share;
Class O - five hundred million (500,000,000), par value $.001 per share;
Class P - one hundred million (100,000,000), par value $.001 per share;
Class Q - one hundred million (100,000,000), par value $.001 per share;
Class R - five hundred million (500,000,000), par value $.001 per share;
Class S - five hundred million (500,000,000), par value $.001 per share;
Class T - five hundred million (500,000,000), par value $.001 per share;
Class U - five hundred million (500,000,000), par value $.001 per share;
Class V - five hundred million (500,000,000), par value $.001 per share;
Class W - one hundred million (100,000,000), par value $.001 per share;
Class X - fifty million (50,000,000), par value $.001 per share;
Class Y - fifty million (50,000,000), par value $.001 per share;
Class Z - fifty million (50,000,000), par value $.001 per share;
Class AA - fifty million (50,000,000), par value $.001 per share;
Class BB - fifty million (50,000,000), par value $.001 per share;
-11-
<PAGE>
Class CC - fifty million (50,000,000), par value $.001 per share;
Class DD - one hundred million (100,000,000), par value $.001 per share;
Class EE - one hundred million (100,000,000), par value $.001 per share;
Class FF - fifty million (50,000,000), par value $.001 per share;
Class GG - fifty million (50,000,000), par value $.001 per share;
Class HH - fifty million (50,000,000), par value $.001 per share;
Class II - one hundred million (100,000,000), par value $.001 per share;
Class JJ - one hundred million (100,000,000), par value $.001 per share;
Class KK - one hundred million (100,000,000), par value $.001 per share;
Class LL - one hundred million (100,000,000), par value $.001 per share;
Class MM - one hundred million (100,000,000), par value $.001 per share;
Class NN - one hundred million (100,000,000), par value $.001 per share;
Class OO - one hundred million (100,000,000), par value $.001 per share;
- -12-
<PAGE>
Class PP - one hundred million (100,000,000), par value $.001 per share;
Class QQ - one hundred million (100,000,000), par value $.001 per share;
Class RR - one hundred million (100,000,000), par value $.001 per share;
Class SS - one hundred million (100,000,000), par value $.001 per share;
Class TT - one hundred million (100,000,000), par value $.001 per share;
Class UU - one hundred million (100,000,000), par value $.001 per share;
Class VV - one hundred million (100,000,000), par value $.001 per share;
Class WW - one hundred million (100,000,000), par value $.001 per share;
Class XX - fifty million (50,000,000), par value $.001 per share;
Class Alpha 1 - seven hundred million (700,000,000), par value $.001 per share;
Class Alpha 2 - two hundred million (200,000,000), par value $.001 per share;
Class Alpha 3 - five hundred million (500,000,000), par value $.001 per share;
Class Alpha 4 - one hundred million (100,000,000), par value $.001 per share;
-13-
<PAGE>
Class Beta 1 - one million (1,000,000), par value $.001 per share;
Class Beta 2 - one million (1,000,000), par value $.001 per share;
Class Beta 3 - one million (1,000,000), par value $.001 per share;
Class Beta 4 - one million (1,000,000), par value $.001 per share;
Class Gamma 1 - one million (1,000,000), par value $.001 per share;
Class Gamma 2 - one million (1,000,000), par value $.001 per share;
Class Gamma 3 - one million (1,000,000), par value $.001 per share;
Class Gamma 4 - one million (1,000,000), par value $.001 per share;
Class Delta 1 - one million (1,000,000), par value $.001 per share;
Class Delta 2 - one million (1,000,000), par value $.001 per share;
Class Delta 3 - one million (1,000,000), par value $.001 per share;
Class Delta 4 - one million (1,000,000), par value $.001 per share;
Class Epsilon 1 - one million (1,000,000), par value $.001 per share;
-14-
<PAGE>
Class Epsilon 2 - one million (1,000,000), par value $.001 per share;
Class Epsilon 3 - one million (1,000,000), par value $.001 per share;
Class Epsilon 4 - one million (1,000,000), par value $.001 per share;
Class Zeta 1 - one million (1,000,000), par value $.001 per share;
Class Zeta 2 - one million (1,000,000), par value $.001 per share;
Class Zeta 3 - one million (1,000,000), par value $.001 per share;
Class Zeta 4 - one million (1,000,000), par value $.001 per share;
Class Eta 1 - one million (1,000,000), par value $.001 per share;
Class Eta 2 - one million (1,000,000) par value $.001 per share;
Class Eta 3 - one million (1,000,000), par value $.001 per share;
Class Eta 4 - one million (1,000,000), par value $.001 per share;
Class Theta 1 - one million (1,000,000), par value $.001 per share;
Class Theta 2 - one million (1,000,000), par value $.001 per share;
-15-
<PAGE>
Class Theta 3 - one million (1,000,000), par value $.001 per share;
Class Theta 4 - one million (1,000,000), par value $.001 per share;
for a total of thirteen billion nine hundred twenty-eight million
(13,928,000,000) shares classified into separate classes of common stock.
-16-
<PAGE>
IN WITNESS WHEREOF, The RBB Fund, Inc. has caused these
presents to be signed in its name and on its behalf by its President and
witnessed Secretary on September 24, 1997.
THE RBB FUND, INC.
WITNESS:
/S/ MORGAN R. JONES /S/ EDWARD J. ROACH
- -------------------- -------------------
Morgan R. Jones Edward J. Roach
Secretary President
<PAGE>
THE UNDERSIGNED, President of The RBB Fund, Inc., who executed
on behalf of said corporation the foregoing Articles Supplementary to the
Charter, of which this certificate is made a part, hereby acknowledges that the
foregoing Articles Supplementary are the act of the said Corporation and further
certifies that, to the best of his knowledge, information and belief, the
matters and facts set forth therein with respect to the approval thereof are
true in all material respects, under the penalties of perjury.
/S/ EDWARD J. ROACH
-------------------
Edward J. Roach
President
LAW OFFICES
Drinker Biddle & Reath LLP
1345 Chestnut Street
Philadelphia, PA 19107-3496
Telelphone: (215) 988-2700
Fax: (215) 988-2757
Exhibit 10
October 15, 1997
The RBB Fund, Inc.
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 100
Wilmington, DE 19809
RE: SHARES REGISTERED BY POST-EFFECTIVE AMENDMENT NO. 48 TO
REGISTRATION STATEMENT ON FORM N-1A (FILE NO. 33-20827)
Ladies and Gentlemen:
We have acted as counsel to The RBB Fund, Inc. (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission of Post-Effective Amendment No. 48 (the "Amendment") to the
Company's Registration Statement on Form N-1A under the Securities Act of 1933,
as amended. The Board of Directors of the Company has authorized 100,000,000
shares of Class VV Common Stock, $.001 par value per share, and 100,000,000
shares of Class WW Common Stock, $.001 par value per share, to be issued and
sold by the Company (collectively, the "Shares"). Classes VV and WW are the
Institutional and Investor Classes, respectively, of the new Boston Partners
Bond Fund. The Amendment seeks to register an indefinite number of Shares.
We have the Company's Certificate of Incorporation, ByLaws,
resolutions of its Board of Directors and such other legal and factual matters
as we deem appropriate.
This opinion is based exclusively on the laws of Maryland and
the federal law of the United States of America. We have relied on an opinion of
Venable, Baetjer and Howard, LLP, special Maryland counsel to the Company,
insofar as our opinion relates to matters arising under the laws of the State of
Maryland.
Based upon the foregoing, it is our opinion that the Shares,
when issued for payment as described in the Company's Prospectus and in
accordance with the Company's Articles of Incorporation for not less than $.001
per share, will be legally issued, fully paid and non-assessable shares of
Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit
to Post-Effective Amendment No. 48 to the Company's Registration Statement.
Very truly yours,
/S/ DRINKER BIDDLE & REATH LLP
DRINKER BIDDLE & REATH LLP
Exhibit 11(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference of our Firm in the Statement of Additional
Information for the Boston Partners Bond Fund under the caption "Independent
Accountants."
/S/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
October 15, 1997
