RBB FUND INC
N-30D, 1997-05-06
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                                [GRAPHIC OMITTED]
                     BOSTON PARTNERS ASSET MANAGEMENT, L.P.
                     --------------------------------------

                                 BOSTON PARTNERS
                                    LARGE CAP
                                   VALUE FUND


                               Semi-Annual Report
                                February 28, 1997

<PAGE>



                      BOSTON PARTNERS LARGE CAP VALUE FUND
                           PORTFOLIO MANAGER'S LETTER


March 17, 1997

Dear Shareholders:

     We are pleased to provide the inaugural report on the results of the Boston
Partners  Large Cap Value Fund for the  period  ended  February  28,  1997.  Our
objective  in each letter will be to update you on the results of the Fund,  the
market,  and the economy  over the past period and to present our insights as to
what you can expect in the future.

     At February 28, 1997, the Fund's Net Asset Value (NAV) was $10.62  compared
to $10.00 at  inception on January 2, 1997.  Therefore,  the  portfolio's  total
return was 6.20%, compared with 7.08% for the S&P 500 Index.

PORTFOLIO REVIEW

     The first two months of 1997 saw the equities  markets  move  significantly
higher,  although a pullback  in the latter part of  February  tempered  overall
gains.  The sharp advance in stock prices was dominated by large  capitalization
stocks,  as the  large  capitalization  indices  such as the S&P 500 and the Dow
Jones  Industrial  Average  soundly  outperformed  most  mid-cap  and  small-cap
indices.  Even  among  large  capitalization  stocks the  advance  had been very
narrow,  creating a difficult  environment for active managers to outperform the
S&P 500.  Stocks  characterized  by high  price to  earnings  and  price to book
ratios, like Coca-Cola,  Unilever N.V. and Nationsbank led the surge for the S&P
500. These  overpriced  stocks did not meet our stock  selection  criteria,  and
therefore the Fund lagged the market's advance.

     The  Financial  Services  sector  has been a strong  performing  sector  as
investors have responded to strong earnings reports,  attractive valuations, and
further consolidation in the banking,  insurance and brokerage  industries.  The
Fund has been  close  to its 25%  maximum  position  in the  Financial  Services
sector,  which has had a  positive  effect  on  performance.  Among  the  better
performing  stocks in this  sector  were  Student  Loan  Marketing  Association,
Republic New York Corporation, and H.F. Ahmanson.

     Also  making a very  positive  contribution  to the Fund's  performance  in
January and February were the tobacco stocks,  as investors  focused less on the
legal and regulatory risks facing these companies and more on their  inexpensive
valuations and very strong earnings and cash flow dynamics. The shares of Philip
Morris  (which is among the largest  holdings in the Fund)  increased  by 19.69%
during the period.

CURRENT OUTLOOK

     We  believe  that  by most  valuation  measures,  the  stock  market  looks
expensive.  According to recent history, though, over-valuation alone has rarely
triggered a bear market.  Declining markets are usually triggered by events such
as rising  interest  rates,  deteriorating  profits,  etc., in conjunction  with
overextended prices.

     The "bottom-up" consensus earnings estimate for the S&P 500 currently calls
for a 14% increase in 1997  earnings  versus 1996.  We believe there is a strong
probability  that these estimates are too high.  Therefore,  we expect to see an
increasing  number of companies that report  disappointing  results in 1997. The
recent pattern of such reports has seen the market inflict a serious  penalty on
the stocks of companies reporting earnings shortfalls.


<PAGE>

STRATEGY

     Our strategy for the coming months includes three tactics:

           (BULLET) Avoid  overpriced  stocks,  regardless  of how strong  their
                    fundamentals look;
           (BULLET) Avoid stocks with overly optimistic  earnings  estimates for
                    1997  
           (BULLET) Focus on stocks  selling at low multiples of earnings,  book
                    value,  sales,  etc., whose earnings prospects are likely to
                    be  enhanced  by: 1. Share  Repurchases  2. Debt  Paydown 3.
                    Acquisitions and Divestitures 4. Restructuring

Best Regards,

Mr. Mark Donovan, CFA                    Ms. Wayne Steele Sharp, CFA
Principal and Portfolio Manager          Principal and Portfolio Manager
Boston Partners Asset Management, L.P.   Boston Partners Asset Management, L.P.



                                       2
<PAGE>



                      BOSTON PARTNERS LARGE CAP VALUE FUND
                              OF THE RBB FUND, INC.
                            PORTFOLIO OF INVESTMENTS
                                FEBRUARY 28, 1997
                                   (UNAUDITED)

                                                           NUMBER
                                                          OF SHARES     VALUE
                                                          ---------   ----------


COMMON STOCK--87.9%
AEROSPACE/DEFENSE--2.8%
   Litton Industries, Inc.* ..................              1,780       $ 76,540
   Lockheed Martin Corp. .....................                770         68,145
   Northrop Grumman Corp. ....................                925         67,178
                                                                      ----------
                                                                         211,863
                                                                      ----------
AIR TRANSPORT--1.3%
   AMR Corp.* ....................................            830         65,259
   Gulfstream Aerospace Corp.* ...................          1,570         34,147
                                                                      ----------
                                                                          99,406
                                                                      ----------
BANKS & SAVINGS & LOANS--3.1%
   Bank of Boston Corp. ..........................            420         31,657
   Dime Bancorp,  Inc.* ..........................          2,200         38,500
   First American Corp. ..........................            320         20,520
   Republic New York Corp. .......................          1,570        145,814
                                                                      ----------
                                                                         236,491
                                                                      ----------
BUSINESS SERVICES--0.5%
   Dun & Bradstreet Corp. ........................          1,565         38,342
                                                                      ----------
CHEMICALS--1.1%
   Agrium, Inc. ..................................          3,880         53,350
   Wellman, Inc. .................................          1,660         29,050
                                                                      ----------
                                                                          82,400
                                                                      ----------
COMPUTERS--4.3%
   Compaq Computer Corp.* ........................            840         66,570
   Komag, Inc.* ..................................          1,000         30,000
   Quantum Corp.* ................................          2,000         79,500
   Tandem Computers, Inc.* .......................          6,400         80,000
   Wang Labs, Inc.* ..............................          3,230         70,858
                                                                      ----------
                                                                         326,928
                                                                      ----------
CONSUMER NON-DURABLES--0.8%
   Dial Corp. ....................................          3,760         56,400
                                                                      ----------
CONSUMER PRODUCTS & SERVICES--2.3%
   Eastman Kodak Co. .............................          1,200        107,550
   Rite Aid Corp. ................................          1,630         68,664
                                                                      ----------
                                                                         176,214
                                                                      ----------


                                                           NUMBER
                                                          OF SHARES     VALUE
                                                          ---------   ----------

DIVERSIFIED--2.0%
   American Brands, Inc. .........................            630       $ 33,154
   Canadian Pacific Ltd. .........................          1,260         31,185
   Cognizant Corp. ...............................          1,365         47,604
   Kansas City Southern
     Industries, Inc. ............................            730         38,325
                                                                      ----------
                                                                         150,268
                                                                      ----------
ELECTRONICS--2.2%
   Cirrus Logic Corp.* ...........................          2,200         29,837
   National Semiconductor Corp.* .................          1,680         43,890
   VLSI Technology, Inc.* ........................          4,900         91,569
                                                                      ----------
                                                                         165,296
                                                                      ----------
ENERGY--2.8%
   Calpine Corp.* ................................          1,780         32,707
   CMS Energy Corp. ..............................          1,675         54,856
   ENSERCH Corp. .................................          1,000         21,000
   Entergy Corp. .................................          2,520         66,465
   Illinova Corp. ................................          1,460         36,500
                                                                      ----------
                                                                         211,528
                                                                      ----------
FINANCIAL SERVICES--9.2%
   Ahmanson, (H.F.) & Co. ........................            950         39,069
   AMBAC, Inc. ...................................            528         35,244
   Fannie Mae ....................................          1,565         62,600
   H & R Block, Inc. .............................          1,995         58,603
   Lehman Brothers Holdings, Inc. ................          4,510        151,649
   St. Paul Companies, Inc. ......................            500         33,750
   Student Loan Marketing
     Association .................................          2,950        312,331
                                                                      ----------
                                                                         693,246
                                                                      ----------
FOOD & BEVERAGE--0.6%
   Chiquita Brands International, Inc. ...........          3,460         46,710
                                                                      ----------
HEALTH CARE--2.8%
   Lincare Holdings, Inc.* .......................          1,675         72,234
   Nationwide Health Properties,  Inc. ...........          1,250         27,500
   Trigon Healthcare, Inc.* ......................          1,700         30,387
   Wellpoint Health Networks, Inc.* ..............          1,885         80,819
                                                                      ----------
                                                                         210,940
                                                                      ----------


    The accompanying notes are an integral part of the financial statements.


                                       3
<PAGE>



                      BOSTON PARTNERS LARGE CAP VALUE FUND
                              OF THE RBB FUND, INC.
                      PORTFOLIO OF INVESTMENTS (CONTINUED)
                                FEBRUARY 28, 1997
                                   (UNAUDITED)

                                                         NUMBER
                                                        OF SHARES       VALUE
                                                        ---------     ----------


INSURANCE--17.1%
   Ace, Ltd. ...................................           1,565      $  101,725
   Aetna, Inc. .................................             940          77,903
   Allmerica Financial Corp. ...................           1,980          74,002
   CIGNA Corp. .................................             500          76,438
   Everest Re Holdings, Inc. ...................           2,000          63,000
   GCR Holdings, Ltd. ..........................           1,560          37,245
   General Re Corp. ............................             400          67,850
   Horace Mann Educators Corp. .................             940          40,303
   IPC Holdings Ltd. ...........................             520          12,740
   ITT Hartford Group, Inc. ....................             630          47,250
   Loews Corp. .................................           3,250         331,906
   NAC Re Corp. ................................             840          30,870
   PartnerRe Ltd. ..............................           1,575          51,975
   Travelers Group, Inc. .......................           3,980         213,428
   Western National Corp. ......................           2,730          62,790
                                                                      ----------
                                                                       1,289,425
                                                                      ----------
METALS & MINING--2.3%
   Allegheny Teledyne, Inc. ....................           4,640         118,320
   Inco, Ltd. ..................................           1,600          56,200
                                                                      ----------
                                                                         174,520
                                                                      ----------
OIL SERVICES--7.6%
   British Petroleum Co. PLC ...................             725          95,972
   Elf Aquitaine SA ............................           1,570          75,360
   Exxon Corp. .................................             735          73,408
   Mobil Corp. .................................             733          89,976
   Oryx Energy Co.* ............................           2,800          56,000
   Repsol SA ...................................           2,410          91,580
   Tosco Corp. .................................           2,205          61,464
   Ultramar Diamond Shamrock Corp. .............             945          28,823
                                                                      ----------
                                                                         572,583
                                                                      ----------
PAPER & FOREST PRODUCTS--2.4%
   Boise Cascade Corp. .........................           1,349          44,348
   Caraustar Industries, Inc. ..................           1,147          34,123
   Champion International Corp. ................           1,459          64,378
   Union Camp Corp. ............................             730          35,223
                                                                      ----------
                                                                         178,072
                                                                      ----------


                                                           Number
                                                          of Shares     Value
                                                          ---------   ----------

PHARMACEUTICALS--2.9%
   Bristol-Meyers Squibb Co. .....................            525       $ 68,513
   Glaxo Wellcome PLC ............................          2,200         74,525
   Schering-Plough Corp. .........................            965         73,943
                                                                      ----------
                                                                         216,981
                                                                      ----------
REAL ESTATE--3.3%
   American General Hospitality Corp. ............          1,035         28,333
   Associated Estates Realty Corp. ...............            530         12,455
   Camden Property Trust .........................            960         26,280
   Highwoods Properties, Inc. ....................            210          7,245
   Home Properties of New York, Inc. .............            315          7,718
   Liberty Property Trust ........................            750         17,812
   Mid-America Apartment
     Communities, Inc. ...........................          1,220         35,380
   Oasis Residential, Inc. .......................            430          9,944
   Prentiss Property Trust .......................            740         19,980
   RFS Hotel Investors, Inc. .....................          2,040         34,680
   Summit Properties, Inc. .......................            840         17,010
   Wellsford Residential Property
     Trust .......................................          1,140         33,345
                                                                      ----------
                                                                         250,182
                                                                      ----------
RETAIL TRADE--0.9%
   Wal-Mart Stores, Inc. .........................          2,700         71,213
                                                                      ----------
TELECOMMUNICATIONS--5.5%
   BHC Communications, Inc.* .....................            310         31,620
   Chris-Craft Industries, Inc.* .................          1,680         69,090
   COMSAT Corp. ..................................          2,090         54,863
   Sprint Corp. ..................................          3,780        171,990
   Telecomunicacoes Brasileiras SA ...............            520         50,440
   Telefonos de Mexico SA Class L ................          1,000         38,875
                                                                      ----------
                                                                         416,878
                                                                      ----------
TELECOMMUNICATIONS & EQUIPMENT--2.8%
   Alcatel Alsthom ADR ...........................         10,120        207,460
                                                                      ----------
TEXTILES & APPAREL--3.0%
   Gap, Inc. .....................................          1,250         41,250
   Harcourt General, Inc. ........................          1,700         80,093
   Mercantile Stores Co., Inc. ...................          2,275        109,200
                                                                      ----------
                                                                         230,543
                                                                      ----------


    The accompanying notes are an integral part of the financial statements.


                                       4
<PAGE>



                      BOSTON PARTNERS LARGE CAP VALUE FUND
                              OF THE RBB FUND, INC.
                      PORTFOLIO OF INVESTMENTS (CONCLUDED)
                                February 28, 1997
                                   (UNAUDITED)

                                                         NUMBER
                                                        OF SHARES       VALUE
                                                        ---------     ----------

TOBACCO--3.8%
   Philip Morris Companies, Inc. .............            2,100       $  283,763
                                                                      ----------
TOYS--0.5%
   Hasbro, Inc. ..............................              835           35,696
                                                                      ----------
   TOTAL COMMON STOCK
     (Cost $6,290,429) .......................                         6,633,348
                                                                      ----------

                                                           PAR
                                                          (000)
                                                         -------
REPURCHASE AGREEMENT--2.6%
   PNC Capital Markets
     (Agreement dated 02/28/97 to be
     repurchased at $200,085,
     collateralized by $195,000 U.S.
     Treasury Note 7.375% due
     11/15/97. Market value of
     collateral is $202,096)
     5.100% 03/03/97 .........................              200          200,000
                                                                      ----------
     TOTAL REPURCHASE AGREEMENT
       (Cost $200,000) .......................                           200,000
                                                                      ----------
SHORT-TERM INVESTMENT--3.5%
   Smith Barney Cash Reserve
     5.06% 03/03/97 ..........................              268          267,717
                                                                      ----------
     TOTAL SHORT-TERM INVESTMENT
       (Cost $267,717) .......................                           267,717
                                                                      ----------
TOTAL INVESTMENTS -- 94.0%
   (Cost $6,758,146) .........................                        $7,101,065
                                                                      ----------
OTHER ASSETS IN EXCESS OF
   LIABILITIES -- 6.0% .......................                           449,350
                                                                      ----------
NET ASSETS -- 100.0% .........................                        $7,550,415
                                                                      ==========

- -------------
*Non-income producing

    The accompanying notes are an integral part of the financial statements.


                                       5
<PAGE>



                      BOSTON PARTNERS LARGE CAP VALUE FUND
                              OF THE RBB FUND, INC.
                       STATEMENT OF ASSETS AND LIABILITIES
                                FEBRUARY 28, 1997
                                   (UNAUDITED)

ASSETS
Investments, at value (cost - $6,758,146) ...................         $7,101,065
Receivable for Fund shares sold .............................            500,000
Receivable for investments sold .............................             85,753
Receivable from investment adviser ..........................             12,922
Dividends and interest receivable ...........................             11,615
Prepaid expenses and other assets ...........................              2,765
                                                                      ----------
  Total assets ..............................................          7,714,120
                                                                      ----------
LIABILITIES
Payable for investments purchased ............................           147,097
Accrued expenses and other liabilities .......................            16,608
                                                                      ----------
  Total liabilities ..........................................           163,705
                                                                      ----------
NET ASSETS
   Capital stock, $0.001 par value ............................              711
   Paid-in capital ............................................        7,149,641
   Undistributed net investment income ........................           14,023
   Accumulated net realized gain from investments .............           43,120
   Net realized appreciation on investments ...................          342,920
                                                                      ----------
     Net assets ...............................................       $7,550,415
                                                                      ==========
INSTITUTIONAL CLASS
   Net assets ...................................................     $7,444,130
   Shares outstanding ...........................................        700,715
                                                                      ----------
   Net asset value, offering and redemption price per share .....     $    10.62
                                                                      ==========
INVESTOR CLASS
Net assets .......................................................    $  106,285
Shares outstanding ...............................................        10,006
                                                                      ----------
Net asset value, offering and redemption price per share .........    $    10.62
                                                                      ==========


    The accompanying notes are an integral part of the financial statements.


                                       6
<PAGE>



                      BOSTON PARTNERS LARGE CAP VALUE FUND
                              OF THE RBB FUND, INC.
                             STATEMENT OF OPERATIONS
            FOR THE PERIOD JANUARY 2, 1997* THROUGH FEBRUARY 28, 1997
                                   (UNAUDITED)

INVESTMENT INCOME
   Dividends ....................................................      $ 18,171
   Interest .....................................................         5,024
                                                                       --------
                                                                         23,195
                                                                       --------
EXPENSES
  Advisory fees .................................................         6,866
  Administration fees ...........................................        13,873
  Federal and state registration fees ...........................         4,576
  Transfer agent fees and expenses ..............................         6,497
  Custodian fees and expenses ...................................         3,548
  Printing ......................................................         2,148
  Audit and legal fees ..........................................           461
  Distribution fees .............................................            17
  Other .........................................................         1,231
                                                                       --------
    Total expenses before waivers and reimbursements ............        39,217
    Less: waivers and reimbursements ............................       (30,045)
                                                                       --------
    Total expenses after waivers and reimbursements .............         9,172
                                                                       --------
  Net investment income .........................................        14,023
                                                                       --------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
   Net realized gain from investments ...........................        43,120
   Net change in unrealized appreciation on investments .........       342,920
                                                                       --------
   Net realized and unrealized gain from investments ............       386,040
                                                                       --------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ............      $400,063
                                                                       ========

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

    The accompanying notes are an integral part of the financial statements.


                                       7
<PAGE>



                      BOSTON PARTNERS LARGE CAP VALUE FUND
                              OF THE RBB FUND, INC.
                       STATEMENT OF CHANGES IN NET ASSETS
                                   (UNAUDITED)

                                                             FOR THE PERIOD
                                                        JANUARY 2, 1997* THROUGH
                                                            FEBRUARY 28, 1997
                                                        ------------------------
INCREASE IN NET ASSETS FROM
OPERATIONS
  Net investment income ................................       $   14,023
  Net realized gain from investments ...................           43,120
  Net change in unrealized appreciation on 
   investments ........................................           342,920
                                                               ----------
    Net increase in net assets resulting from 
      operations .......................................          400,063
                                                               ----------

Increase in net assets derived from capital share 
  transactions .........................................        7,150,352
                                                               ----------
   Total increase in net assets ........................        7,550,415

NET ASSETS
  Beginning of period ..................................               --
                                                               ----------
  End of period ........................................       $7,550,415
                                                               ==========

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

    The accompanying notes are an integral part of the financial statements.


                                       8
<PAGE>



                      BOSTON PARTNERS LARGE CAP VALUE FUND
                              OF THE RBB FUND, INC.
                              FINANCIAL HIGHLIGHTS

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

                                            FOR THE PERIOD      FOR THE PERIOD
                                           JANUARY 2, 1997*    JANUARY 16, 1997*
                                               through             through
                                           FEBRUARY 28, 1997   FEBRUARY 28, 1997
                                           -----------------   -----------------
                                              (UNAUDITED)         (UNAUDITED)
                                             INSTITUTIONAL         INVESTOR
                                                 CLASS              CLASS
                                           -----------------   -----------------

PER SHARE OPERATING PERFORMANCE**
Net asset value, beginning of period .....      $ 10.00             $ 10.20
                                                -------             -------
Net investment income(1) .................         0.02                0.01
Net realized and unrealized                                         
  gain on investments(2) .................         0.60                0.41
                                                -------             -------
Net increase in net assets                                          
  resulting from operations ..............         0.62                0.42
                                                -------             -------
Net asset value, end of period ...........      $ 10.62             $ 10.62
                                                =======             =======
Total investment return(3) ...............         6.20%               4.12%
                                                =======             =======
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
  (000's omitted) ........................      $ 7,444             $   106
Ratio of expenses to average                                        
  net assets***(1)(4) ....................         1.00%               1.25%
Ratio of net investment income to                                   
  average net assets***(1) ...............         1.53%               1.59%
Portfolio turnover rate**** ..............        17.00%              17.00%
Average commission rate per share(5) .....      $0.0363             $0.0363
                                                                  
- -------------
   *  Commencement of operations.
  **  Calculated  based on shares  outstanding  on the first and last day of
      the respective  periods,  except for dividends and  distributions,  if
      any,  which  are based on actual  shares  outstanding  on the dates of
      distributions.
 ***  Annualized.
****  Not annualized.
  (1) Reflects waivers and reimbursements.
  (2) The amount shown for a share outstanding  throughout the period is not
      in  accord  with the  change  in the  aggregate  gains  and  losses in
      investments  during  the  period  because  the  timing  of  sales  and
      repurchases of Fund shares in relation to fluctuating  net asset value
      during the period.
  (3) Total return is calculated  assuming a purchase of shares on the first
      day and a sale of shares on the last day of the  period  reported  and
      will include  reinvestments  of dividends and  distributions,  if any.
      Total return is not annualized.
  (4) Without the waiver of advisory, administration and transfer agent fees
      and without the reimbursement of certain operating expenses, the ratio
      of  expenses  to average net assets  annualized  for the period  ended
      February   28,   1997   would  have  been  3.59%  and  3.51%  for  the
      Institutional Class and the Investor Class, respectively.
  (5) Computed by dividing the total amount of commissions paid by the total
      number of shares  purchased and sold during the period subject to such
      commissions.

    The accompanying notes are an integral part of the financial statements.


                                       9
<PAGE>


                      BOSTON PARTNERS LARGE CAP VALUE FUND
                              OF THE RBB FUND, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     The RBB Fund, Inc. ("RBB") was incorporated  under the laws of the State of
Maryland on February 29, 1988 and is registered under the Investment Company Act
of 1940, as amended,  (the "Investment  Company Act") as an open-end  management
investment company.  RBB is a "series fund", which is a mutual fund divided into
separate  portfolios.  The portfolio is treated as a separate entity for certain
matters  under  the  Investment  Company  Act,  and for  other  purposes,  and a
shareholder  of one  portfolio  is not deemed to be a  shareholder  of any other
portfolio.  Currently  RBB has nineteen  investment  portfolios,  including  the
Boston Partners  Family,  which consists of Boston Partners Large Cap Value Fund
(the  "Fund").  As of the date hereof,  the Fund offers three classes of shares,
two of which have commenced operations, the Institutional Class and the Investor
Class.

     RBB has  authorized  capital of thirty  billion  shares of common  stock of
which 13.48 billion are currently  classified into seventy-seven  classes.  Each
class  represents an interest in one of nineteen  investment  portfolios of RBB.
The classes have been grouped into sixteen  separate  "families",  nine of which
have begun investment  operations,  including the Boston Partners Family,  which
commenced investment operations on January 2, 1997.

     PORTFOLIO  VALUATION -- The net asset value of the Fund is determined as of
4:00 p.m. eastern time on each business day. The Fund's securities are valued at
the last reported  sales price on the national  securities  exchange or national
securities  market on which such shares are  primarily  traded.  If no sales are
reported, as in the case of some securities traded  over-the-counter,  portfolio
securities  are  valued  at the mean  between  the last  reported  bid and asked
prices.  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.  With the approval of the RBB's Board of
Directors, the Fund may use a pricing service, bank or broker-dealer experienced
in such matters to value its securities. The preparation of financial statements
requires  the  use of  estimates  by  management.  Short-term  obligations  with
maturities  of 60 days or less are valued at amortized  cost which  approximates
market   value.   Expenses   and  fees,   including   investment   advisory  and
administration  fees are accrued daily and taken into account for the purpose of
determining the net asset value of the Fund.

     REPURCHASE  AGREEMENTS -- The Fund has agreed to purchase  securities  from
financial  institutions  subject to the seller's agreement to repurchase them at
an  agreed-upon  time  and  price  ("repurchase   agreements").   The  financial
institutions with whom the Fund enters into repurchase  agreements are banks and
broker/dealers  which  Boston  Partners  Asset  Management,   L.P.  (the  Fund's
investment  adviser or "Boston  Partners")  considers  creditworthy  pursuant to
criteria  approved by RBB's Board of  Directors.  The seller  under a repurchase
agreement  will  be  required  to  maintain  the  value  of  the  securities  as
collateral,  subject to the agreement at not less than the repurchase price plus
accrued  interest.  Boston  Partners  marks to  market  daily  the  value of the
collateral,  and,  if  necessary,  requires  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 securities.

     INVESTMENT TRANSACTIONS AND INVESTMENT INCOME -- Transactions are accounted
for on the trade date. The cost of investments  sold is determined by use of the
specific  identification  method  for both  financial  reporting  and income tax
purposes  in  determining  realized  gains and losses on  investments.  Interest
income is  recorded  on the accrual  basis.  Dividend  income is recorded on the
ex-dividend  date.  The Fund's net  investment  income (other than  distribution
fees) and unrealized  and realized gains and losses are allocated  daily to each
class of shares based upon the relative  proportion  of net assets of each class
at the beginning of the day (after  adjusting for current capital share activity
of the respective classes).


                                       10
<PAGE>



                      BOSTON PARTNERS LARGE CAP VALUE FUND
                              OF THE RBB FUND, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

     DIVIDENDS AND  DISTRIBUTIONS  -- Dividends from net investment  income,  if
any, will be declared and paid at least annually to shareholders.  Distributions
from net realized  capital gains, if any, will be distributed at least annually.
Income and capital gain  distributions  are  determined in accordance  with U.S.
federal  income  tax  regulations  which  may  differ  from  generally  accepted
accounting principles.

     U.S.  FEDERAL TAX STATUS -- No  provision is made for U.S.  federal  income
taxes as it is the Fund's  intention to qualify for and elect the tax  treatment
applicable to regulated  investment companies under Subchapter M of the Internal
Revenue Code of 1986, as amended,  and make the requisite  distributions  to its
shareholders which will be sufficient to relieve it from U.S. federal income and
excise taxes.

2.   TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

     Boston  Partners Asset  Management,  L.P.  serves as the Fund's  investment
adviser. For its advisory services, Boston Partners is entitled to receive 0.75%
of the Fund's average daily net assets, computed daily and payable monthly.

     The  adviser has  voluntarily  agreed to limit the Fund's  total  operating
expenses for the current and the  following  fiscal year to the extent that such
expenses  exceeded 1.00% of the Fund's  average daily net assets.  As necessary,
this  limitation is effected in waivers of advisory fees and  reimbursements  of
expenses  exceeding  the advisory  fee. For the period ended  February 28, 1997,
investment  advisory  fees,  waivers  and  reimbursements  of  expenses  were as
follows:

                                       GROSS                NET
                                     ADVISORY            ADVISORY     EXPENSE
FUND                                   FEES     WAIVER     FEES    REIMBURSEMENT
- ----                                 --------  --------  --------  -------------
Boston Partners Large Cap Value Fund  $6,866   $(6,866)   $   --     $12,922

     The Fund will not pay Boston  Partners  at a later time for any  amounts it
may waive or any amounts which Boston Partners has assumed.

     PFPC  Inc.  ("PFPC"),  an  indirect  wholly-owned  subsidiary  of PNC Bank,
National  Association,  serves  as  administrator  for the Fund.  For  providing
administrative  services  PFPC is  entitled to receive a monthly fee equal to an
annual  rate of 0.125% of the  Fund's  average  daily net  assets,  subject to a
minimum monthly fee of $6,250 per Fund.

     For  the  period  ended  February  28,  1997,  PFPC,  at  it's  discretion,
voluntarily agreed to waive a portion of it's  administration fees for the Fund.
For the period ended February 28, 1997, PFPC's  administration  fees and related
waivers were as follows:

<TABLE>
<CAPTION>
                                           GROSS PFPC                         NET PFPC
FUND                                   ADMINISTRATION FEES    WAIVERS   ADMINISTRATION FEES
- ----                                   -------------------  ----------  -------------------
<S>                                          <C>              <C>             <C>   
Boston Partners Large Cap Value Fund         $12,500          $(6,250)        $6,250
</TABLE>

In addition,  PFPC serves as the Fund's transfer and disbursing agent.  PFPC, at
it's  discretion,  voluntarily  agreed to waive a portion of the transfer agency
fees for the Fund. For the period ended February 28, 1997,  transfer agency fees
and waivers were as follows:

<TABLE>
<CAPTION>
                                      GROSS TRANSFER                 NET TRANSFER
FUND                                    AGENCY FEES     WAIVERS      AGENCY FEES
- ----                                  --------------  ----------  ------------------
<S>                                       <C>          <C>              <C>   
Boston Partners Large Cap Value Fund      $6,497       $(3,000)         $3,497
</TABLE>


                                       11
<PAGE>

                      BOSTON PARTNERS LARGE CAP VALUE FUND
                              OF THE RBB FUND, INC.
                    NOTES TO FINANCIAL STATEMENTS (Concluded)
                                   (UNAUDITED)

     Counsellors Funds Services, Inc. ("Counsellors"), a wholly-owned subsidiary
of Warburg, Pincus Counsellors,  Inc., provides certain distribution services to
the  Fund.  As  compensation  for such  distribution  services,  Counsellors  is
entitled to receive a monthly fee equal to an annual rate of 0.15% of the Fund's
average daily net assets.

     For the period ended February 28, 1997  Counsellors has, at its discretion,
voluntarily agreed to waive a portion of the distribution fees for the Fund. For
the period ended February 28, 1997,  distribution  fees and related waivers were
as follows:
                                         GROSS
                                     DISTRIBUTION              NET DISTRIBUTION
FUND                                     FEES        WAIVERS         FEES
- ----                                 ------------  ----------  -----------------
Boston Partners Large Cap Value Fund    $1,373      $(1,007)         $366

     These fees are computed daily and paid monthly.

3.   INVESTMENT IN SECURITIES

     For U.S.  federal  income tax purposes,  the costs of  securities  owned at
February   28,   1997   was   $6,758,146.   Accordingly,   the  net   unrealized
appreciation/(depreciation) of investments are as follows:

<TABLE>
<CAPTION>
                                                                   Net Appreciation/
FUND                                  Appreciation  Depreciation    (Depreciation)
- ----                                  ------------  ------------  ------------------
<S>                                     <C>           <C>              <C>     
Boston Partners Large Cap Value Fund    $434,886      $(91,966)        $342,920
</TABLE>

     For the period ended  February 28, 1997,  aggregate  purchases and sales of
investment securities (excluding short-term investments) were as follows:

Fund                                      Purchases      Sales
- ----                                    ------------  ------------
Boston Partners Large Cap Value Fund     $7,370,137    $1,122,828

4.   Capital Share Transactions

     As of  February  28,  1997  the  Fund  has  100,000,000  Institutional  and
100,000,000 Investor shares of $0.001 par value common stock authorized.

     Transactions in capital shares for the period January 2, 1997 (commencement
of operations) through February 28, 1997 were as follows:

                                Institutional Class          Investor Class
                            -------------------------   ------------------------
                             Shares          Amount      Shares         Amount
                            --------       ----------   --------      ----------
Sales ....................   700,715       $7,045,432    10,006        $104,920
Repurchases ..............        --               --        --              --
                            --------       ----------    ------        --------
Net increase .............   700,715       $7,045,432    10,006        $104,920
                            ========       ==========    ======        ========


                                       12
<PAGE>

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<PAGE>

                       [THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>
INVESTMENT ADVISOR
Boston Partners Asset Management, L.P.
One Financial Center, 43rd Floor
Boston, MA 02111

ADMINISTRATOR
PFPC Inc.
400 Bellevue Parkway
Wilmington, DE 19809

DISTRIBUTOR
Counsellors Funds Services, Inc
466 Lexington Avenue
New York, NY 10017

CUSTODIAN
PNC Bank, N.A.
200 Stevens Drive
Lester, PA 19113

TRANSFER AGENT
PFPC Inc.
400 Bellevue Parkway
Wilmington, DE 19809

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand, L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103

COUNSEL
Drinker Biddle & Reath
1345 Chestnut Street
Philadelphia, PA 19107


The financial  information included herein is taken from the records of the Fund
without  examination  by  independent  auditors  who do not  express  an opinion
thereon.

This report is submitted for the general  information of the shareholders of the
Fund. It is not authorized for the distribution to prospective  investors in the
Fund unless it is preceded or accompanied by a current prospectus which includes
details regarding the Fund's objectives,  policies and other information.  Total
investment return is based on historical results and is not intended to indicate
future  performance.  The investment return and principal value of an investment
in the Fund will fluctuate,  so that an investor's shares, when redeemed, may be
worth more or less than original cost.


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