<PAGE>
As filed with the Securities and Exchange Commission on October 6, 1997
Securities Act File No. 33-20827
Investment Company Act File No. 811-5518
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]
Pre-Effective Amendment No. -- [_]
Post-Effective Amendment No. 47 [x]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. 49 [x]
-------------------------------------
THE RBB FUND, INC.
(Government Securities Portfolio: RBB Family Class; BEA International
Equity Portfolio: BEA Class, BEA Investor Class and BEA Advisor Class; BEA High
Yield Portfolio: BEA Class, BEA Investor Class and BEA Advisor Class; BEA
Emerging Markets Equity Portfolio: BEA Class, BEA Investor Class and BEA
Advisor Class; BEA U.S. Core Equity Portfolio: BEA Class; BEA U.S. Core Fixed
Income Portfolio: BEA Class; BEA Strategic Global Fixed Income Portfolio: BEA
Class; BEA Municipal Bond Fund Portfolio: BEA Class; BEA Balanced Fund
Portfolio: BEA Class; BEA Short Duration Portfolio: BEA Class; BEA Global
Telecommunications Portfolio: BEA Investor Class and BEA Advisor Class; ni
Micro Cap Fund: ni Class; ni Growth Fund: ni Class; ni Growth & Value Fund: ni
Class; 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; Money Market Portfolio:
RBB Family Class, Cash Preservation Class, Sansom Street Class, Bedford Class,
Janney Class, Beta Class, Gamma Class, Delta Class, Epsilon Class, Zeta Class,
Eta Class and Theta Class; Municipal Money Market Portfolio: RBB Family Class,
Cash Preservation Class, Sansom Street Class, Bedford Class, Bradford Class,
Janney Class, Beta Class, Gamma Class, Delta Class, Epsilon Class, Zeta Class,
Eta Class and Theta Class; Government Obligations Money Market Portfolio:
Sansom Street Class, Bedford Class, Bradford Class, Janney Class, Beta Class,
Gamma Class, Delta Class, Epsilon Class, Zeta Class, Eta Class and Theta Class;
New York Municipal Money Market Portfolio: Bedford Class, Janney Class, Beta
Class, Gamma Class, Delta Class, Epsilon Class, Zeta Class, Eta Class and Theta
Class)
--------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 100
Wilmington, DE 19809
(Address of Principal Executive Offices)
----------------------------------------
Registrant's Telephone Number: (302) 792-2555
Copies to:
GARY M. GARDNER, ESQUIRE MICHAEL P. MALLOY, ESQUIRE
PNC Bank, National Association Drinker Biddle & Reath LLP
1600 Market Street, 28th Floor 1100 PNB Building
Philadelphia, PA 19103 1345 Chestnut Street
(Name and Address of Agent for Service) Philadelphia, PA 19107-3496
It is proposed that this filing will become effective (check appropriate
box)
[_] immediately upon filing pursuant to paragraph (b)
[x] on December 9, 1997 pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] on (date) pursuant to paragraph (a)(1)
[_] 75 days after filing pursuant to paragraph (a)(2)
[_] on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[_] This post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant
has elected to register an indefinite number of shares of common stock of each
of the seventy-nine classes registered hereby under the Securities Act of 1933.
Registrant filed its notice pursuant to Rule 24f-2 for the fiscal year ended
August 31, 1996 on October 28, 1996.
This filing is a subsequent Amendment to Post-Effective Amendment No. 46,
as permitted by Rule 485(d)(2) of the 1933 Act. The effective date for the
filing remains December 9, 1997.
<PAGE>
THE RBB FUND, INC.
(n/i Micro Cap, n/i Growth, n/i Growth & Value
and n/i Larger Cap Value Funds)
n/i family of mutual funds
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>
1. Cover Page........................... Cover Page
2. Synopsis............................. Introduction
3. Condensed Financial Information...... Financial Highlights
4. General Description of Registrant.... Cover Page; The Funds; Investment
Objectives and Policies;
Investment Limitations
5. Management of the Fund............... Management
5A. Management's Discussion
of Fund Performance................. Not Applicable
6. Capital Stock and Other Securities... Dividends and Distributions;
Taxes; Description of Shares
7. Purchase of Securities Being Offered. How to Purchase Shares; Net Asset
Value
8. Redemption of Repurchase............... How to Redeem Shares; Net Asset
Value
9. Pending Legal Proceedings............ Not Applicable
</TABLE>
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED SEPTEMBER 25, 1997
(As Revised October 6, 1997)
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
n/i family of mutual funds
n/i Micro Cap Fund CLOSED
n/i Growth Fund CLOSED
n/i Growth & Value Fund
n/i Larger Cap Value Fund
-------------------------------
advised by numeric investors lp
-------------------------------
Prospectus
December ___, 1997
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN RBB'S STATEMENT OF
ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY RBB OR ITS DISTRIBUTOR.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY RBB OR BY THE DISTRIBUTOR IN
ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
INTRODUCTION............................................................... 1
FINANCIAL HIGHLIGHTS....................................................... 7
INVESTMENT OBJECTIVES AND POLICIES......................................... 8
INVESTMENT LIMITATIONS..................................................... 16
MANAGEMENT................................................................. 17
HOW TO PURCHASE SHARES..................................................... 21
HOW TO REDEEM SHARES....................................................... 27
NET ASSET VALUE............................................................ 29
DIVIDENDS AND DISTRIBUTIONS................................................ 29
TAXES...................................................................... 30
DESCRIPTION OF SHARES...................................................... 31
OTHER INFORMATION.......................................................... 33
APPENDIX A - Performance Benchmarks
</TABLE>
Investment Adviser
Numeric Investors L.P.
Cambridge, Massachusetts
Custodian
Custodial Trust Company
Princeton, New Jersey
Co-Administrator and Transfer Agent
PFPC Inc.
Wilmington, Delaware
Co-Administrators
Bear Stearns Funds Management Inc.
New York, New York
Counsellor's Funds Service, Inc.
New York, New York
Distributor
Counsellors Securities Inc.
New York, New York
Counsel
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania
Independent Accountants
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
<PAGE>
n/i family of mutual funds
of
The RBB Fund, Inc.
The n/i Family of Mutual Funds consists of four classes of common stock of
The RBB Fund, Inc. ("RBB"), an open-end management investment company. The
shares of each such class (collectively, the "n/i Family of Mutual Funds Shares"
or "Shares") offered by this Prospectus represent interests in one of four
investment portfolios of RBB and are designed to offer a variety of investment
opportunities (each such investment portfolio referred to as a "Fund,"
collectively, the "Funds"). The investment objectives of each investment
portfolio described in this Prospectus are as follows:
n/i Micro Cap Fund - to provide long-term capital appreciation. The
Fund invests generally in common stock of companies with higher than
average earnings growth rates and market capitalization of $500 million or
less, although the Fund may invest in companies with higher market
capitalization and lower than average growth rates.
n/i Growth Fund - to provide long-term capital appreciation. The Fund
invests generally in common stock of companies with smaller ($1 billion or
less) market capitalization, or companies with substantial equity capital
and higher than average earnings growth rates.
n/i Growth & Value Fund - to provide long-term capital appreciation.
The Fund invests generally in common stock of middle and large
capitalization companies where earnings per share are improving more
rapidly than the earnings per share of the average company, as well as
companies whose securities have market valuations which are lower than the
average market valuations of securities, as measured by such
characteristics as price to earnings ratios and price to book ratios.
n/i Larger Cap Value Fund - to provide long-term capital appreciation.
The Fund invests generally in common stock of larger ($1.1 billion or more)
capitalization companies. The stock selection process for this Fund is
primarily determined by its value stock model which seeks to identify
companies whose securities have market valuations that are lower than the
average market valuations of securities, as measured by such
characteristics as price to earnings ratios and price to book ratios. Also
considered, but of less importance, is the growth stock model which seeks
to identify companies whose earnings per share are improving more rapidly
than the earnings per share of the average company.
Important Fund Closing Information
Numeric Investors L.P. ("Numeric"), the Funds' investment adviser, will
monitor the Funds' total assets and may close any of the Funds at any time to
new investment due to concerns that an increase in the size of a Fund may
adversely affect the implementation of Numeric's investment strategy. Numeric
may also choose to reopen a closed fund to new investment at any time, and may
subsequently close such Fund again should concerns regarding Fund size recur. At
the time of this prospectus, the n/i Micro Cap and Growth Funds are closed to
further investment, except as described on page 25 hereof. In the event that the
net assets of the n/i Growth and Value Fund reach $200,000,000, the sale of
additional shares of this Fund will also be restricted as described on page 26
hereof.
Shares of the n/i Family of Mutual Funds are not deposits or obligations
of, or guaranteed or endorsed by, PNC Bank, National Association or any other
bank and shares are not federally insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other agency. Investments in n/i
Family of Mutual Funds Shares involve investment risks, including the possible
loss of principal.
This Prospectus contains information that a prospective investor needs to
know before investing. Please keep it for future reference. A Statement of
Additional Information, dated December ___, 1997, has been filed with the
Securities and Exchange Commission and is incorporated by reference in this
Prospectus. The Prospectus and Statement of Additional Information are available
for reference, along with other related materials, on the SEC Internet Web Site
(http://www.sec.gov). It may also be obtained free of charge by calling (800)
NUMERIC [(800) 686-3742].
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTUS December ___, 1997
<PAGE>
INTRODUCTION
RBB is registered under the Investment Company Act of 1940 (the "1940 Act") as
an open-end management investment company and is currently operating or
proposing to operate twenty-two separate investment portfolios. Each of the four
classes of Shares offered by this Prospectus represents interests in one of the
following four investment portfolios (each a "Fund," collectively the "Funds"):
n/i Micro Cap Fund; n/i Growth Fund; n/i Growth & Value Fund; and n/i Larger Cap
Value Fund. RBB was incorporated under the laws of the State of Maryland on
February 29, 1988.
Who Should Invest: Long-term Investors Seeking Capital Appreciation
The Funds are intended for investors who are seeking long-term capital
appreciation, and who do not need to earn current income from their investment
in the Funds. The net asset values per share of Shares representing interests in
the Funds will fluctuate as the values of the portfolio securities change in
response to changing market prices and other factors. Because of the risks
associated with common stock investments, the Funds are intended to be a long-
term investment vehicle and are not designed to provide investors with a means
of speculating on short-term stock market movements. Investors should be able to
tolerate sudden, sometimes substantial fluctuations in the value of their
investment. Investors who engage in excessive account activity generate
additional costs that are borne by all a Fund's shareholders. In order to
minimize such costs, the Funds reserve the right to reject any purchase request
(including exchange purchases from other n/i Funds) that is reasonably deemed to
be disruptive to efficient portfolio management, either because of the timing of
the investment or previous excessive trading by the investor. Additionally, the
Funds have adopted exchange privilege limitations permitting three exchanges per
year as described in the section "Exchange Privilege Limitations." Finally, the
Funds reserve the right to suspend the offering of their shares.
Because of these risks, the Funds should not be considered a complete investment
program. Most investors should maintain diversified holdings of securities with
different risk characteristics--including common stocks, bonds and money market
instruments. Investors may wish to purchase shares on a regular, periodic basis
(Automatic Investing), rather than investing in one lump sum, in order to reduce
the risk of investing all their monies in common stocks at a particularly
unfavorable time. Investors may also wish to complement an investment in the
Fund with other types of common stock investments.
Fund Management
Numeric serves as the investment adviser to the Funds. Numeric specializes in
the active management of U.S. equity portfolios using internally developed
quantitative stock selection and portfolio risk-control techniques, and
currently has over $3.6 billion in assets under management for individual,
limited partnership, mutual fund, pension plan and endowment accounts.
The Funds
The investment objectives and policies of each of the Funds are summarized in
the table below. There is no assurance that a Fund will achieve its investment
objective.
-2-
<PAGE>
<TABLE>
<CAPTION>
n/i Investment Performance
Fund Objective/Policy Benchmark*
- --------------------------------------------------------------------------------
<S> <C> <C>
Micro Cap Objective is to provide long-term capital Russell 2000
appreciation. Invests primarily in common Growth Index
stock of companies with market capitalizations
of $500 million or less and higher than
average earnings growth rates.
- --------------------------------------------------------------------------------
Growth Objective is long-term capital appreciation. Russell 2500
Invests primarily in common stock of companies Growth Index
with smaller ($1 billion or less) market
capitalization or companies with substantial
equity capital and higher than average
earnings growth rates.
- --------------------------------------------------------------------------------
Growth & Objective is long-term capital appreciation. S&P MidCap
Value Invests primarily in common stocks of middle 400 Index
and large capitalization companies where
earnings per share are improving more rapidly
than the earnings per share of the average
company, as well as companies whose securities
have market valuations which are lower than
the average market valuations of securities,
as measured by such characteristics as price
to earnings ratios and price to book ratios.
- --------------------------------------------------------------------------------
Larger Objective is long-term capital appreciation. Russell 1000
Cap Value The Fund invests generally in common stock of Index
larger ($1.1 billion or more) capitalization
companies. The stock selection process for
this Fund is primarily determined by its value
stock model which seeks to identify companies
whose securities have market valuations that
are lower than the average market valuations
of securities, as measured by such
characteristics as price to earnings ratios
and price to book ratios. Also considered,
but of less importance, is the growth stock
model which seeks to identify companies whose
earnings per share are improving more rapidly
than the earnings per share of the average
company.
</TABLE>
- -------------
* For more information on a Fund's benchmark, see Appendix A at the back of
this prospectus.
Fee Table
The following tables illustrate all expenses and fees (after expected fee
waivers and expense reimbursements) that a shareholder would incur in each Fund.
The expenses and fees in the tables for the n/i Micro Cap, Growth and Growth &
Value Funds are based on expenses incurred for the fiscal year ended August 31,
1997. The expenses and fees in the tables for the n/i Larger Cap Value Fund are
based on expenses expected to be incurred in the current fiscal period.
-3-
<PAGE>
Shareholder Transaction Expenses
<TABLE>
<CAPTION>
<S> <C>
Maximum Sales Charge Imposed on Purchases (as
percentage of offering price) None
Sales Charge Imposed on Reinvested Dividends None
Redemption Fees None
Exchange Fees/1/ None
</TABLE>
- -------------
1 Exchanges are limited to three (3) per year. See "How to Purchase
Shares-Exchange Privilege Limitations."
Annual Fund Operating Expenses After Expense Waivers and Reimbursements (as a
percentage of average net assets)/1/
<TABLE>
<CAPTION>
Growth Larger
Micro & Cap
Cap Growth Value Value
Fund Fund Fund Fund
------- ------- ------ ------
<S> <C> <C> <C> <C>
Management Fees
(after waivers)/2/..................... .51% .52% .37% .35%
12b-1 Fees............................... None None None None
Other Expenses
(after waivers and
reimbursements)......................... .49% .48% .63% .65%
Total Fund Operating Expense,
(after waivers and
reimbursements)........................ 1.00% 1.00% 1.00% 1.00%
====== ====== ===== =====
</TABLE>
1. Before expense reimbursements and waivers, Management Fees would be 0.75%
for each of the four Funds, Other Expenses would be .70%, for the Micro Cap
Fund, .65% for the Growth Fund, 1.06% for the Growth & Value Fund and 1.08%
for the Larger Cap Value Fund and Total Fund Operating Expenses would be
1.45% for the Micro Cap, 1.40% for the Growth Fund, 1.81% for the Growth &
Value Fund and 1.83% for the Larger Cap Value Fund.
2. Management fees are 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 use of 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 each of
the Funds, assuming (1) a 5% annual return, and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
One Three Five Ten
Year Years Years Years
---- ----- ----- -----
<S> <C> <C> <C> <C>
Micro Cap................ $10 $32 $55 $122
Growth................... $10 $32 $55 $122
Growth & Value........... $10 $32 $55 $122
Large Cap Value.......... $10 $32 N/A N/A
</TABLE>
-4-
<PAGE>
The Examples in the Fee Table assume that all dividends and distributions are
reinvested and that the amounts listed under "Annual Fund Operating Expenses
After Expense Reimbursements and Waivers" remain the same in the years shown.
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
INVESTMENT RETURN OR OPERATING EXPENSES AND ACTUAL INVESTMENT RETURN OR
OPERATING EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
The Fee Table is designed to assist an investor in understanding the various
costs and expenses that an investor in any of the n/i Family of Mutual Funds
Classes of RBB will bear directly or indirectly. (For more complete descriptions
of the various costs and expenses, see "Management" and "Distribution of Shares"
below.) The Fee Table reflects a voluntary waiver of management fees for each
Fund through the current fiscal year. There can be no assurance that any future
waivers of management fees (if any) will not vary from the figures reflected in
the Fee Table. In addition, Numeric is expected to voluntarily assume additional
expenses of the Larger Cap Value Fund. There can be no assurance that Numeric
will continue to assume such expenses. Assumption of additional expenses will
have the effect of lowering a Fund's overall expense ratio and increasing its
yield or total return to investors. "Other Expenses" for the Funds are based on
estimated amounts for the current fiscal year.
Offering Prices
Shares that represent interests in the Funds will be offered to the public at
the next determined net asset value after receipt of an order by PFPC Inc.
("PFPC"), the Funds' transfer agent. THE SHARES ARE OFFERED ON A NO-LOAD BASIS:
THERE IS NO SALES CHARGE IMPOSED ON PURCHASES OF SHARES, NOR ARE THE SHARES
SUBJECT TO A DISTRIBUTION ("12b-1") FEE.
Minimum Initial and Subsequent Investments
The minimum initial investment for each Fund is $3,000. Subsequent investments
must be $100 or more. The minimum initial investment for an Automatic Investment
Plan is $1,000 with minimum monthly payments of $100. The minimum investment for
Individual Retirement Accounts ("IRAs"), or pension, profit-sharing or other
employee benefit plans is $1,000 and minimum subsequent investments are $100.
See "How to Purchase Shares."
Exchanges
Shares of a n/i Family Fund may be exchanged up to three (3) times per year for
Shares of any other n/i Family Fund at their net asset value next determined
after receipt by PFPC of an exchange request. In addition, RBB reserves the
right to impose an administrative charge for each exchange or to reject any
exchange request that is reasonably deemed to be disruptive to efficient
-5-
<PAGE>
portfolio management. See "How to Purchase Shares--Exchange Privilege" and
"Exchange Privilege Limitation."
Redemption Price
Shares may be redeemed at any time at their net asset value next determined
after receipt by PFPC of a redemption request. RBB reserves the right, upon 30
days' written notice, to redeem an account in any of the Funds if the net asset
value of the investor's Shares in that account falls below $500 and is not
increased to at least such amount within such 30-day period. See "How to Redeem
Shares."
Risk Factors to Consider
An investment in any of the Funds is subject to certain risks, as set forth in
detail under "Investment Objectives and Policies." As with other mutual funds,
there can be no assurance that any Fund will achieve its objective. Some or all
of the Funds, to the extent set forth under "Investment Objectives and
Policies," may engage in the following investment practices: short sales,
borrowings, the lending of portfolio securities, engaging in options and futures
transactions and investments in micro-cap and small cap issuers. All of these
transactions involve certain special risks, as set forth under "Investment
Objectives and Policies." In addition, the Funds may be subject to high
portfolio turnover rates. See "Investment Objectives and Policies--Portfolio
Turnover" and "Taxes."
Shareholder Inquiries
For questions regarding shareholder accounts: (800) 348-5031. Any questions
regarding (i) new or existing accounts or (ii) purchases or redemptions should
be directed to PFPC by writing to it at:
Bellevue Park Corporate Center
400 Bellevue Parkway
Wilmington, Delaware 19809
For overnight deliveries:
Bellevue Park Corporate Center
400 Bellevue Parkway, Suite 108
Wilmington, Delaware 19809
or by calling PFPC toll-free at:
(800) 348-5031.
-6-
<PAGE>
To request a prospectus: A prospectus is available by calling:
1-800 NUMERIC [1-800-686-3742].
For any other questions, call:
1-800-NUMERIC [1-800-686-3742].
To reach Numeric and the Funds on the Internet: Information is available on the
Internet through the World Wide Web. Shareholders and investment professionals
may obtain information on Numeric and the Funds by accessing:
http://www.numeric.com
To reach Numeric through e-mail:
[email protected]
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for each share
outstanding, total investment return, ratios to average net assets and other
supplemental data for the period from commencement of operations (June 3, 1996)
through August 31, 1996 and for the fiscal year ended August 31, 1997. The
financial data included in this table should be read in conjunction with the
financial statements and related notes contained in the Annual Report to
Shareholders and incorporated by reference in the Statement of Additional
Information. No financial information has been provided with respect to the n/i
Larger Cap Value Fund because it had not commenced operations as of August 31,
1997.
-7-
<PAGE>
<TABLE>
<CAPTION>
Micro Growth
Cap Growth & Value
Fund Fund Fund
------ -------- ---------
Fiscal Year Period Fiscal Year Period Fiscal year Period
ended ended ended ended ended ended
8/31/97 8/31/96* 8/31/97 8/31/96* 8/31/97 8/31/96*
----------- ----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Per Share Operating Performance**
Net asset value, beginning of period.. $ $ 12.00 $ $ 12.00 $ $ 12.00
----------- ----------- ----------- ----------- ----------- ----------
Net investment income (loss)(1)....... 0.01 0.01 0.03
Net realized and unrealized gain
(loss) on investments(2)............ (0.34) (0.17) (0.47)
----------- ----------- ----------
Net decrease in net assets
resulting from operations........... (0.33) (0.16) (0.44)
----------- ----------- ----------
Dividends from net investment
income.............................. $ -- -- (0.06)
Net asset value, end of period........ $ $ 11.67 $ $ 11.84 $ $ 11.56
=========== =========== =========== =========== =========== ==========
Total investment return(3)............ % (2.75)% % (1.33)% % (3.67)%
=========== =========== ==========
Ratios/Supplemental Data
Net assets, end of period
(000's omitted)..................... $ $ 14,100 $ $ 26,756 $ $ 3,813
Ratio of expenses to average
net assets(1)(4).................... % 1.00%*** % 1.00%*** % 1.00%***
Ratio of net investment income
to average net assets(1)............ % 0.73%*** % 0.71%*** % 1.89%***
Portfolio turnover rate............... % 42.92%**** % 19.21%**** % 5.25%****
Average commission rate per share(5).. $ $ 0.0339 $ $ 0.0365 $ $ 0.0363
</TABLE>
* These Funds commenced operations on June 3, 1996.
** Calculated based on shares outstanding on the first and last day of the
period, except for dividends and distributions, if any, which are based on
actual shares outstanding on the dates of distributions.
*** Annualized.
**** Not annualized.
(1) Reflects waivers and reimbursements.
(2) The amount shown for a share outstanding throughout the period is not in
accord with the change in the aggregate gains and losses in investments
during the period because of the timing of sales and repurchases of Fund
shares in relation to fluctuating net asset value during the period.
(3) Total return is calculated assuming a purchase of shares on the first day
and a sale of shares on the last day of each period reported and includes
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 August 31,
1996 would have been 3.45%, 2.62% and 8.98% for n/i Micro Cap Fund, n/i
Growth Fund, and n/i Growth & Value Fund, respectively and ____%, ____%,
and____% for the fiscal year ended August 31, 1997 for the n/i Micro Cap
Fund, n/i Growth Fund and n/i Growth & Value Fund, 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.
INVESTMENT OBJECTIVES AND POLICIES
To meet its investment objective, each Fund employs a specific investment style,
as described below. There is no assurance that a Fund will achieve its
investment objective.
The investment objective of the n/i Micro Cap Fund is to provide long-term
capital appreciation. The Fund invests primarily in common stocks, although it
may also invest in securities which are convertible into common stock, fixed
income securities and money market securities. Under normal circumstances, the
Fund invests at
-8-
<PAGE>
least 65% of its total assets in common stock of companies with market
capitalization of $500 million or less, although the Fund may invest in
companies with higher market capitalization. Numeric determines its stock
selection decisions for this Fund primarily on the basis of its growth stock
model, which seeks to identify companies whose earnings per share are improving
more rapidly than the earnings per share of the average company. Considered, but
of significantly less importance, is the value stock model, which seeks to
identify companies whose securities have market valuations that are lower than
the average market valuations of securities, as measured by characteristics
including price to earnings ratios and price to book ratios. The Fund measures
its performance against the Russell 2000 Growth Index.
The investment objective of the n/i Growth Fund is to provide long-term capital
appreciation. The Fund invests primarily in common stocks, although it may also
invest in securities which are convertible into common stock, fixed income
securities and money market securities. Under normal circumstances, the Fund
invests in common stock of companies with smaller ($1 billion or less) market
capitalization or companies with substantial equity capital and higher than
average earnings growth rates. Numeric determines its stock selection decisions
for this Fund primarily on the basis of its growth stock model, which seeks to
identify companies whose earnings per share are improving more rapidly than the
earnings per share of the average company. Considered, but of significantly less
importance, is the value stock model, which seeks to identify companies whose
securities have market valuations that are lower than the average market
valuations of securities, as measured by characteristics including price to
earnings ratios and price to book ratios. The Fund will measure its performance
against the Russell 2500 Growth Index.
The investment objective of the n/i Growth & Value Fund is to provide long-term
capital appreciation. The Fund invests primarily in common stocks of middle and
large capitalization companies, although it may also invest in securities which
are convertible into common stock, fixed income securities and money market
securities. Numeric determines its stock selection decisions for this Fund
primarily on the basis of its growth stock model and its value stock model. The
growth stock model seeks to identify companies whose earnings per share are
improving more rapidly than the earnings per share of the average company. The
value stock model seeks to identify companies whose securities have market
valuations that are lower than the average market valuation of securities, as
measured by characteristics including price to earnings ratios and price to book
ratios. The Fund anticipates that it will invest a large portion of its total
assets in common stock of "mid cap" companies, which the Fund defines as the
151st to the 1000th largest companies (excluding American Depository Receipts
("ADRs")) as ranked by market capitalization. The market capitalization of the
1000th largest company is
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approximately $1.1 billion. The Fund will measure its performance against the
S&P MidCap 400 Index.
The investment objective of the n/i Larger Cap Value Fund is to provide long-
term capital appreciation. The Fund invests generally in common stock of larger
capitalization companies, although it may also invest in middle capitalization
companies and securities which are convertible into common stock, fixed income
securities and money market securities. Numeric determines its stock selection
decisions for this Fund primarily on the basis of its value stock model which
seeks to identify companies whose securities have market valuations which are
lower than the average market valuations of securities, as measured by such
characteristics as price to earnings ratios and price to book ratios. Also
considered, but of less importance, is the growth stock model which seeks to
identify companies whose earnings per share are improving more rapidly than the
earnings per share of the average company. The Fund anticipates that it will
invest a large portion of its total assets in common stock of the 1000th largest
companies (excluding ADRs) as ranked by market capitalization. The market
capitalization of the 1000th largest company is approximately $1.1 billion. The
Fund will measure its performance against the Russell 1000 Value Index.
Numeric's Investment Style. Numeric employs a quantitative approach to
investment management. Numeric relies on proprietary quantitative computer
models utilizing internally developed computer technology and financial
databases to assist in the stock selection process. Numeric's proprietary models
are capable of ranking a large universe of eligible investments using a wide
array of financial data such as market price, book value, earnings, cash flow
and earnings growth rates. The models also evaluate the degree to which
independent research analysts are changing their earnings forecasts for the
companies they follow. The models are broadly classified into two types:
Numeric's value stock model seeks to identify companies whose securities have
market valuations that are lower than the average market valuation of
securities, as measured by characteristics including price to earnings ratios
and price to book ratios; Numeric's growth stock model, Estrend(TM), seeks to
identify companies whose earnings per share are improving more rapidly than the
earnings per share of the average company. Stocks are ranked according to their
relative attractiveness as determined by these models. These rankings assist
Numeric in constructing a portfolio it believes is invested in the most
attractive securities consistent with a Fund's investment objectives. The same
investment strategy used to manage a particular Fund also may be used for
institutional accounts managed by Numeric. These models may be changed
periodically to capture the insights of Numeric's ongoing research efforts.
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In pursuing the investment objectives of each of the Funds. Numeric may use the
investment instruments and techniques discussed below:
Equity Markets. The Funds invest primarily in equity markets at all times.
Equity markets can be highly volatile, so that investing in the Funds involves
substantial risk. In addition, the Funds can and will typically invest in
stocks that are riskier and more volatile than the average stock. As a result,
investing in these Funds involves risk of substantial loss of capital.
Options and Futures. The Funds may write covered call options, buy put options,
buy call options and write put options, without limitation except as noted in
this paragraph. Such options may relate to particular securities or to various
indexes and may or may not be listed on a national securities exchange or issued
by the Options Clearing Corporation. The Funds may also invest in futures
contracts and options on futures contracts (index futures contracts or interest
rate futures contracts, as applicable) for hedging purposes, including
conversion of cash to equity.
Options trading is a highly specialized activity which entails greater than
ordinary investment risks. A call option for a particular security gives the
purchaser of the option the right to buy, and a writer the obligation to sell,
the underlying security at the stated exercise price at any time prior to the
expiration of the option, regardless of the market price of the security. The
premium paid to the writer is in consideration for undertaking the obligations
under the option contract. A put option for a particular security gives the
purchaser the right to sell the underlying security at the stated exercise price
at any time prior to the expiration date of the option, regardless of the market
price of the security. In contrast to an option on a particular security, an
option on an index provides the holder with the right to make or receive a cash
settlement upon exercise of the option. The amount of this settlement will be
equal to the difference between the closing price of the index at the time of
exercise and the exercise price of the option expressed in dollars, times a
specified multiple.
The Funds will engage in unlisted over-the-counter options only with broker-
dealers deemed creditworthy by Numeric. Closing transactions in certain options
are usually effected directly with the same broker-dealer that effected the
original option transaction. The Funds bear the risk that the broker-dealer
will fail to meet its obligations. There is no assurance that the Funds will he
able to close an unlisted option position. Furthermore, unlisted options are
not subject to the protections afforded purchasers of listed options by the
Options Clearing Corporation, which performs the obligations of its members who
fail to do so in connection with the purchase or sale of options.
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To enter into a futures contract, the Funds must make a deposit of an initial
margin with their custodian in a segregated account in the name of the futures
broker. Subsequent payments to or from the broker, called variation margin,
will be made on a daily basis as the price of the underlying security or index
fluctuates, making the long and short positions in the futures contracts more or
less valuable.
The risks related to the use of options and futures contracts include: (i) the
correlation between movements in the market price of a Fund's investments (held
or intended for purchase) being hedged and in the price of the futures contract
or option may be imperfect; (ii) possible lack of a liquid secondary market for
closing out options or futures positions; (iii) the need for additional
portfolio management skills and techniques; and (iv) losses due to unanticipated
market movements. Successful use of options and futures by the Funds is subject
to Numeric's ability to predict correctly movements in the direction of the
market. For example, if a Fund uses future contracts as a hedge against the
possibility of a decline in the market adversely affecting securities held by it
and securities prices increase instead, the Fund will lose part or all of the
benefit of the increased value of its securities which it has hedged because it
will have approximately equal offsetting losses in its futures positions. The
risk of loss in trading futures contracts in some strategies can be substantial,
due both to the low margin deposits required, and the extremely high degree of
leverage involved in futures pricing. As a result, a relatively small price
movement in a futures contract may result in immediate and substantial loss or
gain to the investor. Thus, a purchase or sale of a futures contract may result
in losses or gains in excess of the amount invested in the contract. For a
further discussion see "Investment Objectives and Policies" in the Statement of
Additional Information.
Short Sales. Short sales are transactions in which a Fund sells a security it
does not own in anticipation of a decline in the market value of that security.
To complete such a transaction, the Fund must borrow the security to make
delivery to the buyer. The Fund then is obligated to replace the security
borrowed by purchasing it at the market price at the time of replacement. The
price at such time may be more or less than the price at which the security was
sold by the Fund. Until the security is replaced, the Fund is required to pay
to the lender amounts equal to any dividend which accrues during the period of
the loan. To borrow the security, the Fund also may be required to pay a
premium, which would increase the cost of the security sold. The proceeds of
the short sale will be retained by the broker, to the extent necessary to meet
margin requirements, until the short position is closed out.
Until a Fund replaces a borrowed security in connection with a short sale, the
Fund will: (a) maintain daily a segregated account,
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containing cash, cash equivalents, or liquid marketable securities, at such a
level that (i) the amount deposited in the account plus the amount deposited
with the broker as collateral will equal the current value of the security sold
short and (ii) the amount deposited in the segregated account plus the amount
deposited with the broker as collateral will not be less than the market value
of the security at the time it was sold short; or (b) otherwise cover its short
position in accordance with positions taken by the Staff of the Securities and
Exchange Commission.
A Fund will incur a loss as a result of the short sale if the price of the
security increases between the date of the short sale and the date on which the
fund replaces the borrowed security. The Fund will realize a gain if the
security declines in price between those dates. This result is the opposite of
what one would expect from a cash purchase of a long position in a security.
The amount of any gain will be decreased, and the amount of any loss increased,
by the amount of any premium or amounts in lieu of interest the Fund may be
required to pay in connection with a short sale. The Fund may purchase call
options to provide a hedge against an increase in the price of a security sold
short by the Fund. See "Options and Futures Contracts" above.
The Funds anticipate that the frequency of short sales will vary substantially
in different periods, and they do not intend that any specified portion of their
assets, as a matter of practice, will be invested in short sales. However, no
securities will be sold short if, after effect is given to any such short sale,
the total market value of all securities sold short would exceed 25% of the
value of a Fund's net assets.
In addition to the short sales discussed above, the Funds may make short sales
"against the box," a transaction in which a Fund enters into a short sale of a
security that the Fund owns. The proceeds of the short sale will be held by a
broker until the settlement date at which time the Fund delivers the security to
close the short position. The Fund receives the net proceeds from the short
sale. It currently is anticipated that the Funds will make short sales against
the box for purposes of protecting the value of the Funds' net assets.
Lending of Fund Securities. The Funds may lend their portfolio securities to
financial institutions. Such loans would involve risks of delay in receiving
additional collateral in the event the value of the collateral decreases below
the value of the securities loaned or of delay in recovering the securities
loaned or even loss of rights in the collateral should the borrower of the
securities fail financially. However, loans will be made only to borrowers
which Numeric deems to be of good standing and only when, in Numeric's judgment,
the income to be earned from the loans justifies the attendant risks.
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Portfolio Turnover. The Funds may be subject to a greater degree of turnover
and thus a higher incidence of short-term capital gains taxable as ordinary
income than might be expected from portfolios which invest substantially all of
their funds on a long-term basis, and correspondingly larger brokerage charges
can be expected to be borne by such Funds. Federal income tax law may restrict
the extent to which such Funds may engage in short-term trading activities. See
"Taxes" below and in the Statement of Additional Information for a discussion of
the impact of portfolio turnover. The Larger Cap Value Fund anticipates that
its annual turnover will range from 150% to 300% or more depending on market
conditions. Such turnover rates are greater than that of many other investment
companies. The annualized portfolio turnover rates for the period ended August
31, 1996 were as follows: Micro Cap Fund, 42.92%; Growth Fund, 19.21% and
Growth & Value Fund, 5.25%. The portfolio turnover rates for the fiscal year
ended August 31, 1997 were as follows: Micro Cap Fund, 233%; Growth Fund, 266%
and Growth & Value Fund, 264%.
Micro Cap and Small Cap Stocks. Securities of companies with micro and small
capitalizations tend to be riskier than securities of companies with medium or
large capitalizations. This is because micro and small cap companies typically
have smaller product lines and less access to liquidity than mid cap or large
cap companies, and are therefore more sensitive to economic downturns. In
addition, growth prospects of micro and small cap companies tend to be less
certain than mid or large cap companies, and the dividends paid on micro and
small cap stocks are frequently negligible. Moreover, micro and small cap
stocks have, on occasion, fluctuated in the opposite direction of large cap
stocks or the general stock market. Consequently, securities of micro and small
cap companies tend to be more volatile than those of mid and large cap
companies.
Borrowing Money. As a fundamental policy, the Funds are permitted to borrow to
the extent permitted under the 1940 Act and to mortgage, pledge or hypothecate
their respective assets in connection with such borrowings in amounts not in
excess of 125% of the dollar amounts borrowed. The 1940 Act permits an
investment company to borrow in an amount up to 33-1/3% of the value of such
company's total assets. However, the Funds currently intend to borrow money
only for temporary or emergency (not leveraging) purposes, in an amount up to
15% of the value of their respective total assets (including the amount
borrowed) valued at the lesser of cost or market, less liabilities (not
including the amount borrowed) at the time the borrowing is made. While
borrowings exceed 5% of its total assets, the Funds will not make any additional
investments.
Debt Securities. The Funds may invest in debt securities rated no less than
investment grade by either Standard & Poor's or Moody's. Bonds in the lowest
investment grade debt category (e.g., bonds rated BBB by Standard & Poor's
Corporation or Baa by Moody's
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Investors Services, Inc.) have speculative characteristics, and changes in
economic conditions or other circumstances are more likely to lead to a weakened
capacity to make principal and interest payments than is the case with higher
grade bonds. The Funds will not retain a bond that was rated as investment
grade at the time of purchase but whose rating is subsequently downgraded below
investment grade. The value of debt securities held by a Fund will tend to vary
inversely in relation to changes in prevailing interest rates. Thus, if
interest rates have increased from the time a debt security was purchased, such
security, if sold, might be sold at a price less than its cost. Conversely, if
interest rates have declined from the time a debt security was purchased, the
debt security, if sold, might be sold at a price greater than its cost.
Market Fluctuation. Because the investment alternatives available to each Fund
may be limited by specific objectives of that Fund, investors should be aware
that an investment in a particular Fund may be subject to greater market
fluctuation than an investment in a portfolio of securities representing a
broader range of investment alternatives. In view of the specialized nature of
the investment activities of each Fund, an investment in any single fund should
not be considered a complete investment program. There is no assurance that any
Fund will achieve its investment objectives.
Short-Term Debt Obligations. The Funds may purchase money market instruments to
the extent consistent with their investment objectives and policies. Such
instruments include U.S. Government obligations, repurchase agreements,
certificates of deposit, bankers acceptances and commercial paper.
Repurchase Agreements. The Funds may agree to purchase securities from
financial institutions subject to the seller's agreement to repurchase them at
an agreed-upon time and price ("repurchase agreements"). The financial
institutions with whom the Funds may enter into repurchase agreements will be
banks and broker/dealers which Numeric considers creditworthy pursuant to
criteria approved by the Board of Directors. Numeric will consider, among other
things, whether a repurchase obligation of a seller involves minimal credit risk
to a Fund in determining whether to have the fund enter into a repurchase
agreement. The seller under a repurchase agreement will be required to maintain
the value of the securities subject to the agreement at not less than the
repurchase price plus accrued interest. Numeric will mark to market daily the
value of the securities and will, if necessary, require the seller to maintain
additional securities, to ensure that the value is not less than the repurchase
price. Default by or bankruptcy of the seller would, however, expose a Fund to
possible loss because of adverse market action or delays in connection with the
disposition of the underlying obligations.
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Other Investment Instruments and Techniques. In addition to the above
investment instruments and techniques, the Funds presently intend to invest not
more than 5% of a Fund's net assets in when-issued and forward commitments,
illiquid securities, depositary receipts, investment company securities and
convertible securities. These investment instruments and techniques and related
risks are described in greater detail in the Funds' Statement of Additional
Information under "Investment Objectives and Policies."
The Funds' investment objectives and policies described above may be changed by
RBB's Board of Directors without the affirmative vote of the holders of a
majority of outstanding Shares of RBB representing interests in the Funds. Such
changes may result in the Funds having investment objectives which differ from
those an investor may have considered at the time of investment. Shareholders
will be provided 30 days prior written notice of any change in a Fund's
investment objectives. There is no assurance that the investment objective of
the Funds will be achieved.
INVESTMENT LIMITATIONS
No Fund may change the following investment limitations (with certain
exceptions, as noted below) without the affirmative vote of the holders of a
majority of a 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 Funds may not:
1. Purchase the securities of any one issuer, other than securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities, if
immediately after and as a result of such purchase more than 5% of the value of
a Fund's total assets would be invested in the securities of such issuer, or
more than 10% of the outstanding voting securities of such issuer would be owned
by the Fund, except that up to 25% of the value of the Fund's total assets may
be invested without regard to such limitations.
2. Borrow money, except to the extent permitted under the 1940 Act or
mortgage, pledge or hypothecate any of their respective assets in connection
with any such borrowing except in amounts not in excess of 125% of the dollar
amounts borrowed. For purposes of this investment restriction, the entry into
options, forward contracts, futures contracts, including those relating to
indexes, and options on futures contracts or indexes shall not constitute
borrowing.
3. Purchase any securities which would cause, at the time of purchase, 25% or
more of the value of the total assets of a Fund to be invested in the
obligations of issuers in any industry,
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provided that there is no limitation with respect to investments in U.S.
Government obligations.
4. Make loans, except that a Fund may purchase or hold debt obligations in
accordance with its investment objective, policies and limitations, may enter
into repurchase agreements for securities, and may lend portfolio securities
against collateral consisting of cash or securities which are consistent with
the Fund's permitted investments, which is equal at all times to at least 100%
of the value of the securities loaned. There is no investment restriction on
the amount of securities that may be loaned, except that payments received on
such loans, including amounts received during the loan on account of interest on
the securities loaned, may not (together with all non-qualifying income) exceed
10% of a Fund's annual gross income (without offset for realized capital gains)
unless, in the opinion of counsel to RBB, such amounts are qualifying income
under federal income tax provisions applicable to regulated investment
companies.
In determining whether the Funds have complied with limitation 3 above, the
Funds will not take into account the value of options and futures. These
investment limitations are applied at the time investment securities are
purchased (except that, with respect to borrowings, if asset coverage falls
below 300%, a Fund will reduce its borrowing to restore asset coverage to 300%
within three business days in accordance with the requirements of the 1940 Act).
In order to permit the sale of its shares in certain states, the Funds may make
commitments more restrictive than the investment policies and limitations
described in this Prospectus. If the Funds determine that any commitment is no
longer in the best interests of the Funds, they will revoke the commitment by
terminating sale of shares of the Funds in the state involved.
MANAGEMENT
Board of Directors
The business and affairs of RBB and each investment portfolio are managed under
the direction of RBB's Board of Directors.
Investment Adviser
Numeric serves as investment adviser to the Funds. Numeric was organized in
October 1989 as a Delaware limited partnership and is located in Cambridge,
Massachusetts. The firm, which specializes in the active management of U.S.
equity portfolios using internally developed quantitative stock selection and
portfolio risk-control techniques, currently has over $3.6 billion in assets
under management for individual, limited partnership, mutual fund, pension plan
and endowment accounts. Langdon B. Wheeler, CFA is the founder of Numeric. Mr.
Wheeler received his MBA from Harvard University and an undergraduate
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degree from Yale University. Management of the n/i Funds is directed by John C.
Bogle, Jr., CFA, Director of Portfolio Management, with day-to-day investment
decisions made by Mr. Bogle and his team. The team includes: Steven Cusimano,
CFA; Arup K. Datta, CFA and Shannon Vanderhooft, CFA. Mr. Bogle joined Numeric
in 1990 after serving as Vice President and Portfolio Manager at State Street
Global Advisors. Mr. Bogle received his MBA and BS from Vanderbilt University.
Messrs. Wheeler, Bogle and Mark F. Engerman, CFA are active in the development
and implementation of the firm's stock selection models. Mr. Engerman joined
Numeric in 1994 and is the Co-Director of Research and Portfolio Manager. Before
joining Numeric, Mr. Engerman was the manager of Valuation Services at BARRA
Inc. Prior to joining BARRA, Mr. Engerman worked for two years as a quantitative
analyst for the Prudential Investment Corporation. Mr. Engerman received his BS
in Applied Mathematics and economics from Brown University. Mr. Cusimano joined
Numeric in 1997, and is responsible for assisting in the management of all
Funds. Prior to joining Numeric, Mr. Cusimano was an Investment Strategist and
Principal at Barclays Global Investors. Prior to joining Barclays, Mr. Cusimano
was a manager of all quantitative and equity index strategies at the Florida
Retirement System. Mr. Cusimano has his BSBA in Finance from the University of
Florida. Mr. Datta joined Numeric in 1993 and manages the n/i Growth & Value
Fund's assets under the direction of Mr. Bogle. Prior to 1993, Mr. Datta was
employed at The New England Financial Group as a personal financial advisor. Mr.
Datta received his MBA from Cornell University and a B.Tech in Electrical
Engineering from the Indian Institute of Technology in Kanpur, India. Ms.
Vanderhooft joined Numeric in 1990 and manages the n/i Growth Fund's assets
under the direction of Mr. Bogle. Ms. Vanderhooft also assists in the management
of the n/i Micro Cap Fund. Ms. Vanderhooft received her BA in Religious Studies
from Indiana University. The General Partner of Numeric is WBE & Associates,
LLC, a Delaware limited liability company. The principal officers of WBE &
Associates, LLC are Messrs. Wheeler and Bogle.
For the services provided and the expenses assumed by it, Numeric is entitled to
receive a fee from each of the Funds at an annual rate of 0.75% of a Fund's
average daily net assets, computed daily and payable monthly. Numeric may from
time to time voluntarily agree to waive all or any portion of its advisory fees.
Numeric presently intends to waive its fees for the current fiscal year and for
the following fiscal year to the extent necessary to maintain an annualized
expense ratio for each Fund of 1.00%, although there is no guarantee that
Numeric will maintain such waivers indefinitely.
For the Funds' fiscal year ended August 31, 1997, Numeric waived investment
advisory fees earned with respect to the n/i Micro Cap Fund, n/i Growth Fund and
n/i Growth & Value Fund in the amounts of 0.24%, 0.23% and 0.38%, respectively,
of the average
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daily net assets of the Funds. For the n/i Micro Cap Fund, n/i Growth Fund, and
n/i Growth and Value Fund, RBB paid Numeric investment advisory fees of 0.51%,
0.52% and 0.37%, respectively, of average daily net assets of the Funds.
Co-Administrators
Bear Stearns Funds Management Inc. ("BSFM"), an affiliate of Bear, Stearns & Co.
Inc. ("Bear Stearns"), serves as co-administrator to the Funds. BSFM generally
assists each of the Funds in all aspects of their administration and operations.
The services provided and the fees payable by the Funds for these services are
described in the Statement of Additional Information under "Investment Advisory,
Distribution and Servicing Arrangements."
PFPC, an indirect wholly owned subsidiary of PNC Bank, N.A. ("PNC"), also serves
as co-administrator to the Funds. PFPC assists the Funds in matters relating to
the maintenance of financial records and accounting. The services provided and
the fees payable by the Funds for these services are described in the Statement
of Additional Information under "Investment Advisory, Distribution and Servicing
Arrangements."
Transfer Agent and Dividend Disbursing Agent
PFPC serves as the Funds' transfer agent and dividend disbursing agent. PFPC's
principal business address is 400 Bellevue Parkway, Wilmington, DE 19809. The
services provided and the fees payable by the Funds for these services are
described in the Statement of Additional Information under "Investment Advisory,
Distribution and Servicing Arrangements."
Custodian
Custodial Trust Company ("CTC"), an affiliate of Bear Stearns, serves as
custodian for the Funds. The services provided and the fees payable by the
Funds for these services are described in the Statement of Additional
Information under "Investment Advisory, Distribution and Servicing
Arrangements."
Other Administrative Services
Counsellors Funds Service, Inc., a wholly owned subsidiary of Warburg Pincus
Asset Management, Inc. ("Warburg"), provides certain administrative services to
the Funds not otherwise provided by BSFM or PFPC. The services provided and
fees payable by the Funds for these services are described in the Statement of
Additional Information under "Investment Advisory, Distribution and Servicing
Arrangements."
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Distributor
Counsellors Securities Inc. (the "Distributor"), a wholly owned subsidiary of
Warburg, with offices at 466 Lexington Avenue, New York, New York, acts as
distributor for each of the Funds pursuant to separate distribution contracts
(collectively, the "Distribution Agreements") with RBB on behalf of each of the
Funds.
Expenses
The expenses of each Fund are deducted from their total income before dividends
are paid. These expenses include, but are not limited to, fees paid to Numeric,
fees and expenses of officers and directors who are not affiliated with Numeric
or the Funds' Distributor, taxes, interest, legal fees, custodian fees, auditing
fees, brokerage fees and commissions, certain of the fees and expenses of
registering and qualifying the Funds and their shares for distribution under
federal and state securities laws, expenses of preparing prospectuses and
statements of additional information and of printing and distributing
prospectuses and statements of additional information annually to existing
shareholders that are not attributable to a particular class of shares of RBB,
the expense of reports to shareholders, shareholders' meetings and proxy
solicitations that are not attributable to a particular class of shares of RBB,
fidelity bond and directors and officers liability insurance premiums, the
expense of using independent pricing services and other expenses, which are not
expressly assumed by the adviser under its investment advisory agreement with
respect to a Fund. Any general expenses of RBB that are not readily
identifiable as belonging to a particular investment portfolio of RBB will be
allocated among all investment portfolios of RBB based upon the relative net
assets of the investment portfolios at the time such expenses are cited.
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.
Numeric may assume additional expenses of the Funds from time to time. In
certain circumstances, Numeric may assume such expenses on the condition that it
is reimbursed by the Funds for such amounts prior to the end of a fiscal year.
In such event, the reimbursement of such amounts, will have the effect of
increasing a Fund's expense ratio and of decreasing the total return or yield to
investors.
For the Fund's fiscal year ended August 31, 1997, the n/i Micro Cap Fund's total
expenses were 1.45% of average net assets (not taking into account waivers and
reimbursements of 0.45%), the n/i Growth Fund's total expenses were 1.40% of
average net assets (not taking into account waivers and reimbursements of 0.40%)
and
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the n/i Growth & Value Fund's total expenses were 1.81% of average net assets
(not taking into account waivers and reimbursements of 0.81%).
Fund Transactions
Numeric may consider a number of factors in determining which brokers to use in
purchasing or selling a Fund's securities. These factors, which are more fully
discussed in the Statement of Additional Information, include, but are not
limited to, research services, the reasonableness of commissions and quality of
services and execution. A higher rate of turnover of a Fund's securities may
involve correspondingly higher transaction costs, which will be borne directly
by the Fund. A Fund may enter into brokerage transactions with and pay
brokerage commissions to brokers that are affiliated persons (as such term is
defined in the 1940 Act) provided that the terms of the brokerage transactions
comply with the provisions of the 1940 Act.
Numeric may allocate trades among any or all of its clients, including the
Funds. Numeric combines orders and allocates to each account its proportionate
or "pro rata" share of the trade. Accounts included in the trade allocation may
include limited partnerships for which Numeric serves as general partner and in
which employees and/or partners of Numeric may own a substantial interest.
Numeric may cause the Funds to pay brokerage commissions which may be in excess
of the lowest rates available to brokers who execute transactions for the Funds
or who otherwise provide brokerage and research services utilized by Numeric,
provided that Numeric determines in good faith that the amount of each such
commission paid to a broker is reasonable in relation to the value of the
brokerage viewed in terms of either the particular transaction to which the
commission relates or Numeric's overall responsibilities with respect to the
Funds.
HOW TO PURCHASE SHARES
General
Shares representing interests in the Funds are offered continuously (subject to
closure of the Funds as described on page 25) for sale by the Distributor and
may be purchased without imposition of a sales charge through PFPC, the Funds'
transfer agent. Shares may be purchased initially by completing the application
included in this Prospectus and forwarding the application and payment to PFPC.
Subsequent purchases of Shares may be effected by mailing a check or Federal
Reserve Draft payable to the order of "n/i Family of Funds" c/o PFPC, P.O. Box
8966, Wilmington, Delaware 19899-8966. The name of the Fund for which Shares
are being purchased must also appear on the check or Federal Reserve Draft.
Federal Reserve
-21-
<PAGE>
Drafts are available at national banks or any state bank which is a member of
the Federal Reserve System. Initial investments in any Fund must be at least
$3,000 and subsequent investments must be at least $100. The minimum initial
investment for an Automatic Investment Plan is $1,000 with minimum monthly
payments of $100. RBB reserves the right to reject any purchase order or to
waive the minimum initial or subsequent investment requirement. Investors will
be given notice of any increase in minimum investment requirements.
Provided that the investment is at least $2,500, an investor may also purchase
Shares by having his bank or his broker wire Federal Funds to PFPC. An
investor's bank or broker may impose a charge for this service. The Funds do not
currently impose a sales charge for effecting wire transfers but reserve the
right to do so in the future. In order to ensure prompt receipt of an investor's
Federal Funds wire, for an initial investment, it is important that an investor
follows these steps:
A. Telephone the Funds' transfer agent, PFPC, toll-free at (800) 348-5031, and
provide 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.
ABA-0310-0005-3
CREDITING ACCOUNT NUMBER: 86-1108-2312
FROM: (name of investor)
ACCOUNT NUMBER: (investor's account number with the Fund)
FOR PURCHASE OF: (name of the Fund)
AMOUNT: (amount to be invested)
C. Fully complete and sign the Application and mail it to the address shown
thereon. PFPC will not process purchases until it receives a completed and
signed Application.
For subsequent investments, an investor should follow steps A and B above.
Shares of the Funds may be purchased on any Business Day. A "Business Day" is
any day that the New York Stock Exchange (the "NYSE") is open for business.
Currently, the NYSE is closed on weekends and New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day and the preceding
-22-
<PAGE>
Friday or subsequent Monday when one of those holidays falls on a Saturday or
Sunday, respectively. Shares are offered at the next determined net asset value
per share.
The price paid for a Fund's Shares purchased initially or acquired through the
exercise of an exchange privilege is based on the net asset value next computed
after an order is received by PFPC, provided such order is transmitted to and
received by PFPC prior to its close of business on such day. Orders received by
PFPC after its close of business are priced at the net asset value next
determined on the following Business Day. In those cases where an investor pays
for Shares by check, the purchase will be effected at the net asset value next
determined after PFPC receives payment in good order.
Shareholders whose shares are held in a street name account and who desire to
transfer such shares to another street name account should contact the record
holder of their current street name account.
Some broker-dealers (other than the Distributor), financial institutions,
financial planners and other industry professionals ("Service Agents") may
impose certain conditions on their clients who invest in the Funds, which are in
addition to or different from those described in this Prospectus. Service Agents
may impose transaction or administrative charges or other direct fees, which
charges and fees would not be imposed if Fund shares are purchased directly from
a Fund. Therefore, a client or customer should contact the organization acting
on his behalf concerning the fees (if any) charged in connection with a purchase
or redemption of a Fund's shares and should read this Prospectus in light of the
terms governing his accounts with Service Agents. Service Agents will be
responsible for promptly transmitting client or customer purchase and redemption
orders to the Funds in accordance with their agreements with clients or
customers. If payment is not received by such time, the Service Agent could be
held liable for resulting fees or losses.
Automatic Investment Plan
Additional investments in Shares of the Funds may be made automatically by
authorizing PFPC to withdraw funds from your bank account through an Automatic
Investment Plan. Investors desiring to participate in an Automatic Investment
Plan should call PFPC at (800) 348-5031 to obtain the appropriate forms, or
complete the appropriate section of the Application included with this
Prospectus. The minimum initial investment for an Automatic Investment Plan is
$1,000, with minimum monthly payments of $100.
-23-
<PAGE>
Retirement Plans
n/i Family Fund Shares may be purchased in conjunction with individual
retirement accounts ("IRAs"), rollover IRAs, or pension, profit-sharing or other
employer benefit plans. Contact PFPC for further information as to applications
and annual fees. To determine whether the benefits of an IRA are available
and/or appropriate, a shareholder should consult with a tax adviser.
Exchange Privilege
The exchange privilege is available to shareholders residing in any state in
which the Shares being acquired may be legally sold. A shareholder may exchange
Shares of any Fund for Shares of any other Fund up to three (3) times per year.
Such exchange will be effected at the net asset value of the exchanged Fund and
the net asset value of the Fund to be acquired next determined after PFPC's
receipt of a request for an exchange. In addition, RBB reserves the right to
impose a $5.00 administrative fee for each exchange. An exchange of Shares will
be treated as a sale for federal income tax purposes. See "Taxes." A shareholder
wishing to make an exchange may do so by sending a written request to PFPC.
If the exchanging shareholder does not currently own Shares of the Fund whose
Shares are being acquired, a new account will be established with the same
registration, dividend and capital gain options as the account from which shares
are exchanged, unless otherwise specified in writing by the shareholder with all
signatures guaranteed. A signature guarantee may be obtained from a domestic
bank or trust company, broker, dealer, clearing agency or savings association
who are participants in a medallion program recognized by the Securities
Transfer Association. The three recognized medallion programs are Securities
Transfer Agents Medallion (STAMP), Stock Exchanges Medallion Program (SEMP) and
New York Stock Exchange, Inc. Medallion Signature Program (MSP). Signature
guarantees which are not a part of these programs will not be accepted. The
exchange privilege may be modified or terminated at any time, or from time to
time, by RBB, upon 60 days' written notice to shareholders.
If an exchange is to a new n/i Family Fund, the dollar value of Shares acquired
must equal or exceed RBB's minimum for a new account; if to an existing account,
the dollar value must equal or exceed RBB's minimum for subsequent investments.
If an amount remains in the n/i Fund from which the exchange is being made that
is below the minimum account value required by RBB, the account will be subject
to involuntary redemption.
-24-
<PAGE>
Purchase and Exchange Privilege Limitations
The Funds' exchange privilege is not intended to afford shareholders a way to
speculate on short-term movements in the market. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the Funds and increase transactions costs, the Funds have
established a policy of limiting excessive exchange activity.
Shareholders are entitled to three (3) substantive exchange redemptions (at
least 30 days apart) from each Fund during any twelve-month period.
Notwithstanding these limitations, the Funds reserve the right to reject any
purchase request (including exchange purchases from other n/i Funds) that is
reasonably deemed to be disruptive to efficient portfolio management.
Telephone Transactions
Shareholders are automatically provided with telephone exchange privileges when
opening an account, unless they indicate on the Application that they do not
wish to use this privilege. To add a telephone exchange feature to an existing
account that previously did not provide for this option, a Telephone Exchange
Authorization Form (available from PFPC) must be filed with PFPC. Once this
election has been made, the shareholder may simply contact PFPC by telephone to
request the exchange by calling (800) 348-5031. RBB will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine,
and if RBB does not employ such procedures, it may be liable for any losses due
to unauthorized or fraudulent telephone instructions. Neither RBB, the Funds,
the Distributor, the Co-Administrators 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's federal tax
identification number and name of the Fund, all of which must match RBB's
records; (3) permitting exchanges only if the two account registrations are
identical; (4) requiring that redemption proceeds be sent only by check to the
account owners of record at the address of record, or by wire only to the owners
of record at the bank account of record; (5) sending a written confirmation for
each telephone transaction to the owners of record at the address of record
within five (5) business days of the call; and (6) maintaining tapes of
telephone transactions for six months, if the Fund elects to record shareholder
telephone transactions.
-25-
<PAGE>
For accounts held of record by Service Agents, additional documentation or
information regarding the scope of a caller's authority is required. Finally,
for telephone transactions in accounts held jointly, additional information
regarding other account holders is required. Telephone transactions will not be
permitted in connection with IRA or other retirement plan accounts or by an
attorney-in-fact under power of attorney.
Closing of Funds
Numeric will monitor the Funds' total assets and may close any of the Funds at
any time to new investment or new accounts due to concerns that a significant
increase in the size of a Fund may adversely affect the implementation of
Numeric's investment strategy. Numeric may also choose to reopen a closed fund
to new investment at any time, and may subsequently close such Fund again should
concerns regarding Fund size recur. Numeric reserves the right while a Fund is
closed to accept new investments from any of its employees or their spouses,
parents or children.
n/i Micro Cap Fund. Shares of the n/i Micro Cap Fund are offered only to
certain existing shareholders of the Fund and certain other persons, who are
generally subject to cumulative, maximum purchase amounts, as follows:
. Each person who on September 12, 1997 held shares of this Fund directly
with the transfer agent may invest up to an additional $25,000 in shares
of this Fund between September 15, 1997 and August 31, 1998, and an
additional $25,000 in each fiscal year ended August 31 thereafter, plus
distributions that are automatically reinvested.
. Employees of Numeric and their spouses, parents and children may invest
in shares of this Fund without limit.
All purchase orders that are wholly or partially in excess of the maximum
purchase amounts will be returned. Persons who are shareholders of other n/i
Funds are not permitted to acquire shares of this Fund by exchange.
n/i Growth Fund. Shares of the n/i Growth Fund are offered only to (i) persons
who already hold shares of this Fund directly or through accounts maintained by
brokers by arrangement with RBB, (ii) existing and future clients of financial
advisors and planners whose clients already hold shares of this Fund, and (iii)
employees
-26-
<PAGE>
of Numeric and their spouses, parents and children. Other persons who are
shareholders of other n/i Funds are not permitted to acquire shares of this Fund
by exchange.
n/i Growth and Value Fund. In the event that the net assets of the n/i Growth
and Value Fund increase to an amount that exceeds $200,000,000, the restrictions
that apply to the sale of shares of the n/i Growth Fund would also apply to the
sale of shares of this Fund.
HOW TO REDEEM SHARES
Redemption in Writing
Shareholders may redeem for cash some or all of their Fund Shares at any time.
To do so, a written request in proper form must be sent directly to The n/i
Family of Mutual Funds c/o PFPC, P.O. Box 8966, Wilmington, Delaware 19899-8966.
Shareholders may also place redemption requests through a Service Agent, but
such Service Agent might charge a fee for this service.
A request for redemption must be signed by all persons in whose names the Shares
are registered. Signatures must conform exactly to the account registration. If
the proceeds of the redemption would exceed $10,000, or if the proceeds are not
to be paid to the record owner at the record address, or if the shareholder is a
corporation, partnership, trust or fiduciary, signature(s) must be guaranteed
according to the procedures described above under "How to Purchase Shares --
Exchange Privilege." A signature guarantee verifies the authenticity of your
signature. You may call PFPC at (800) 348-5031 with respect to questions about
signature guarantees.
Generally, a properly signed written request with any required signature
guarantee is all that is required for a redemption. In some cases, however,
other documents may be necessary. Additional documentary evidence of authority
is also required by PFPC in the event redemption is requested by a corporation,
partnership, trust, fiduciary, executor or administrator.
Redemption by Telephone
Investors may redeem shares without charge by telephone if they have checked the
appropriate box and supplied the necessary information on the Application, or
have filed a Telephone Authorization with PFPC. An investor may obtain a
Telephone Authorization from PFPC by calling (800) 348-5031. The proceeds will
be mailed by check to an investor's registered address unless he has designated
in his Application or Telephone Authorization that such proceeds are to be sent
by wire transfer to a specified checking or savings account. If proceeds are to
be sent by wire transfer, a telephone redemption request received prior to 4:00
-27-
<PAGE>
p.m. will result in redemption proceeds being wired to the investor's bank
account on the next day that a wire transfer can be effected. The minimum
redemption for proceeds sent by wire transfer is $2,500. There is no maximum for
proceeds sent by wire transfer. The Funds may modify this redemption service at
any time or charge a service fee upon prior notice to shareholders. No service
fee is currently contemplated. RBB and PFPC reserve the right to refuse a
telephone redemption request if they deem it advisable to do so. Neither the
Funds, their Administrators nor the Distributor will be liable for any loss,
liability, cost or expense for following these procedures or for following
instructions communicated by telephone that they reasonably believe to be
genuine. These procedures are set forth under "How to Purchase Shares--Exchange
Privilege" above.
Other Information on Redemptions
The Funds are not responsible for the efficiency of the Federal Wire System or a
shareholder's investment adviser, broker-dealer or bank. The shareholder is
responsible for any charges imposed by the shareholder's bank. To change the
name of the single designated bank account to receive redemptions, it is
necessary to send a written request (with a signature guaranteed by an Eligible
Guarantor Institution) to The n/i Family of Mutual Funds, c/o PFPC Inc., P. 0.
Box 8966, Wilmington, Delaware 19899-8966.
Involuntary Redemption
RBB reserves the right to redeem a shareholder's account in any Fund at any time
the net asset value of the account in such Fund falls below $500 as the result
of a redemption or an exchange request. Shareholders will be notified in writing
that the value of their account in a Fund is less than $500 and will be allowed
30 days to make additional investments before the redemption is processed.
Payment of Redemption Proceeds
In all cases, the redemption price is the net asset value per share next
determined after the request for redemption is received in proper form by PFPC.
Payment for Shares redeemed is made by check mailed within seven days after
acceptance by PFPC of the request and any other necessary documents in proper
order. Such payment may be postponed or the right of redemption suspended as
provided by the rules of the SEC. If the Shares to be redeemed have been
recently purchased by check, PFPC may delay mailing a redemption check, which
may be a period of up to 15 days, pending a determination that the check has
cleared.
-28-
<PAGE>
Redemption In-kind
The Funds reserve the right, if conditions exist which make cash payments
undesirable, to honor any request for redemption of a Fund's shares by making
payment in whole or in part in securities chosen by the Fund and valued in the
same way as they would be valued for purposes of computing a Fund's net asset
value. If payment is made in securities, a shareholder may incur transaction
costs in converting these securities into cash after they have redeemed their
shares. The Funds have elected, however, to be governed by Rule 18f-1 under the
1940 Act, so that a Fund is obligated to redeem its Shares solely in cash up to
the lesser of $250,000 or 1% of its net asset value during any 90-day period for
any one shareholder of a Fund.
Automatic Withdrawal
Automatic withdrawal permits investors to request withdrawal of a specified
dollar amount (minimum of $25) on either a monthly, quarterly or annual basis if
the investor has a $10,000 minimum account. An application for automatic
withdrawal can be obtained from PFPC. Automatic withdrawal may be ended at any
time by the investor, RBB or PFPC. Purchases of additional shares concurrently
with withdrawals generally are undesirable.
NET ASSET VALUE
The net asset value for each Fund is calculated by adding the value of all its
securities to cash and other assets, deducting its actual and accrued
liabilities and dividing by the total number of Shares outstanding. The net
asset value of the Funds is calculated and securities are valued as of 4:00 p.m.
Eastern Time on each Business Day.
Valuation of securities held by the Funds 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, a Fund may use a pricing service,
bank or broker-dealer experienced in such matters to value a Fund's securities.
A more detailed discussion of net
-29-
<PAGE>
asset value and security valuation is contained in the Statement of Additional
Information.
DIVIDENDS AND DISTRIBUTIONS
The Funds will distribute substantially all of their net investment income and
net realized capital gains, if any, to each Fund's shareholders. All
distributions are reinvested in the form of additional full and fractional
Shares of the relevant Fund unless a shareholder elects otherwise.
The Funds expect to declare and pay dividends from net investment income
annually, generally near the end of the year. Net realized capital gains
(including net short-term capital gains), if any, will be distributed at least
annually.
TAXES
The following discussion is only a brief summary of some of the important tax
considerations generally affecting the Funds and their shareholders and is not
intended as a substitute for careful tax planning. Accordingly, investors in the
Funds should consult their tax advisers with specific reference to their own tax
situation.
Each Fund will elect to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended. So long as a Fund
qualifies for this tax treatment, such Fund will be relieved of federal income
tax on amounts distributed to shareholders, but shareholders, unless otherwise
exempt, will pay income or capital gains taxes on amounts so distributed (except
distributions that are treated as a return of capital) regardless of whether
such distributions are paid in cash or reinvested in additional Shares.
Distributions out of the "net capital gain" (the excess of net long-term capital
gain over net short-term capital loss), if any, of any 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. All other distributions, to the extent they are taxable,
are taxed to shareholders as ordinary income.
RBB will send written notices to shareholders annually regarding the tax status
of distributions made by each Fund. Dividends declared in December of any year
payable to shareholders of record on a specified date in such a month will be
deemed to have been received by the shareholders on December 31, provided such
dividends are paid during January of the following year. Each Fund intends to
make sufficient actual or deemed distributions prior to the end of each calendar
year to avoid liability for federal excise tax.
-30-
<PAGE>
Investors should be careful to consider the tax implications of buying Shares
just prior to a distribution. The price of shares purchased at that time will
reflect the amount of the forthcoming distribution. Those investors purchasing
just prior to a distribution will nevertheless be taxed on the entire amount of
the distribution received.
Investment strategies which require periodic changes to portfolio holdings with
the expectation of outperforming equity indices are called "active" strategies.
These compare with "passive" or "index" strategies which hold only the stocks in
the equity indices. Passive strategies trade infrequently -- only as the indices
change. Most equity mutual funds pursue active strategies, which have higher
turnover than passive strategies. The following describes the impact of
portfolio turnover on returns.
High turnover can adversely affect taxable investors, especially those in higher
marginal tax brackets, in two ways:
First, short term capital gains, which are a by-product or high turnover
investment strategies, are currently taxed at rates comparable to ordinary
income rates. Ordinary income tax rates are higher than long term capital gain
tax rates for middle and upper income taxpayers.
Second, the frequent realization of gains, which causes taxes to be paid
frequently, is less advantageous than infrequent realization of gains.
Infrequent realization of gains allows the payment of taxes to be deferred to
later years, allowing more of the gains to compound before taxes are paid.
Consequently after-tax compound rates of return will generally be higher for
taxable investors using investment strategies with very low turnover, all else
being equal.
Although tax considerations should not typically drive an investment decision,
investors should consider their ability to allocate tax-deferred (such as IRAs
and 401(k) plans) versus taxable assets when considering where to invest. All
else being equal, investors will earn better returns investing tax-deferred
assets in active strategies, while using lower turnover passive strategies for
taxable investments.
Shareholders who exchange Shares representing interests in one Fund for Shares
representing interests in another Fund will generally recognize a capital gain
or loss for federal income tax purposes.
Shareholders who are nonresident alien individuals, foreign trusts or estates,
foreign corporations or foreign partnerships may be subject to different U.S.
federal income tax treatment.
-31-
<PAGE>
DESCRIPTION OF SHARES
RBB has authorized capital of thirty billion shares of Common Stock, $.001 par
value per share, of which 13.93 billion shares are currently classified into 82
different classes of Common Stock (see "Description of Shares" in the Statement
of Additional Information).
Exchanges between the n/i Family of Mutual Funds and other families of RBB are
not permitted. In addition, persons who are shareholders of the other n/i Funds
are not permitted to acquire shares of the n/i Growth Fund or n/i Micro Cap Fund
by exchange.
THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED HEREIN
RELATE PRIMARILY TO THE n/i FAMILY CLASSES AND DESCRIBE ONLY THE INVESTMENT
OBJECTIVES AND POLICIES, OPERATIONS, CONTRACTS AND OTHER MATTERS RELATING TO THE
n/i FAMILY CLASSES.
Each share that represents an interest in a Fund has an equal proportionate
interest in the assets belonging to such Fund with each other share that
represents an interest in such Fund, even where a share has a different class
designation than another share representing an interest in that Fund. Shares of
RBB do not have preemptive or conversion rights. When issued for payment as
described in this Prospectus, shares of RBB will be fully paid and
non-assessable.
RBB currently does not intend to hold annual meetings of shareholders except as
required by the 1940 Act or other applicable law. The law under certain
circumstances provides shareholders with the right to call for a meeting of
shareholders to consider the removal of one or more directors. To the extent
required by law, RBB will assist in shareholder communication in such matters.
Holders of shares of each of the Funds will vote in the aggregate and not by
class on all matters, except where otherwise required by law. Further,
shareholders of all investment portfolios of RBB will vote in the aggregate and
not by portfolio except as otherwise required by law or when the Board of
Directors determines that the matter to be voted upon affects only the interests
of the shareholders of a particular investment portfolio. (See the Statement of
Additional Information under "Additional Information Concerning Fund Shares" for
examples when the 1940 Act requires voting by investment portfolio or by class.)
Shareholders of RBB are entitled to one vote for each full share held
(irrespective of class or portfolio) and fractional votes for fractional shares
held. Voting rights are not cumulative and, accordingly, the holders of more
than 50% of the aggregate shares of Common Stock of RBB may elect all of the
directors.
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<PAGE>
As of September 8, 1997, to RBB's knowledge, no person held of record or
beneficially 25% or more of the outstanding shares of all classes of RBB.
OTHER INFORMATION
Reports and Inquiries
Shareholders will receive unaudited semi-annual reports describing the Funds'
investment operations and annual financial statements audited by independent
accountants. Shareholder inquiries should be addressed to PFPC, Bellevue Park
Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware 19809, toll-free
(800) 348-5031.
Fund Performance Information
From time to time, the Funds may advertise their performance, including
comparisons to other mutual funds with similar investment objectives 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 such Funds. Such
total return quotations will be computed by finding the compounded average
annual total return for each time period that would equate the assumed initial
investment of $1,000 to the ending redeemable value, net of fees, according to a
required standardized calculation. The standard calculation is required by the
SEC to provide consistency and comparability in investment company advertising.
The Funds may also from time to time include in such advertising an aggregate
total return figure or a total return figure that is not calculated according to
the standardized formula in order to compare more accurately a Fund's
performance with other measures of investment return. For example, a Fund's
total return may be compared with data published by Lipper Analytical Services,
Inc., CDA Investment Technologies, Inc. or Weisenberger Investment Company
Service, or with the performance of the Standard & Poor's 500 Stock Index or the
Dow Jones Industrial Average, as well as the benchmarks described in the
Appendix to this Prospectus. Performance information may also include evaluation
of the Funds by nationally recognized ranking services and information as
reported in financial publications such as Barron's, Business Week, Forbes,
Fortune, Money Magazine, Mutual Fund Magazine, The New York Times, The Wall
Street Journal, or other national, regional or local publications. All
advertisements containing performance data will include a legend disclosing that
such performance data represents past performance and that the investment return
and principal value of an investment will fluctuate so that an investor's
Shares, when redeemed, may be worth more or less than their original cost.
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<PAGE>
APPENDIX A
PERFORMANCE BENCHMARKS
<TABLE>
<CAPTION>
n/i Performance
Fund Benchmark Description
- --------------------------------------------------------------------------------
<S> <C> <C>
Micro Cap Russell 2000 The Russell 2000 is an index of stocks
Growth Index 1001 through 3000 in the Russell 3000
Index as ranked by total market
capitalization. This index is segmented
into growth and value categories. The
Russell 2000 Growth Index contains stocks
from the Russell 2000 with greater-than-
average growth orientation. Companies in
this index generally have higher price-
to-book and price/earnings ratios.
Growth Russell 2500 The Russell 2500 is an index of stocks
Growth Index 501 through 3000 in the Russell 3000
Index, as ranked by total market
capitalization. This index is segmented
into growth and value categories. The
Russell 2500 Growth Index contains stocks
from the Russell 2500 with greater-than-
average growth orientation. Companies in
this index generally have higher price-
to-book and price/earnings ratios.
Growth & Value S&P MidCap 400 A broad-based index of 400 companies with
Index market capitalizations from $250 million
to $12.7 billion. The Standard & Poor's
MidCap 4OO Index is a widely accepted,
unmanaged index of overall mid-cap stock
market performance.
Larger Cap Russell 1000 The Russell 1000 Index consists of the
Value Index 1,000 largest securities in the Russell
3000 Index as ranked by total market
capitalization. This index is segmented
into growth and value categories. The
Russell 1000 Value Index contains stocks
from the Russell 1000 with less than
average growth orientation. Companies in
this index generally have low price to
book and price/earnings ratios, higher
dividend yields, and lower forecasted
growth values.
- ----------------------------------------------------------------------------
</TABLE>
App. A-1
<PAGE>
n/i family of mutual funds
1-800-numeric (686-3742)
ACCOUNT APPLICATION
Please Note: Do not use this form to open an individual retirement plan account
(such as an IRA). For an IRA application or help with this Application, please
call 1-800-numeric (686-3742).
1. ACCOUNT REGISTRATION: (Please check the appropriate box(es) below.)
- --------------------------------------------------------------------------------
[ ] Individual [ ] Joint Tenant
- --------------------------------------------------------------------------------
NAME
- --------------------------------------------------------------------------------
SOCIAL SECURITY NUMBER OF PRIMARY OWNER
- --------------------------------------------------------------------------------
NAME OF JOINT OWNER (if applicable)
- --------------------------------------------------------------------------------
JOINT OWNER SOCIAL SECURITY NUMBER
For joint accounts, the account registrants will be joint tenants with right of
survivorship and not tenants in common unless tenants in common or community
property registrations are requested.
GIFT TO MINOR (if applicable):
[ ] Uniform Gifts/Transfers to Minor's Act
- --------------------------------------------------------------------------------
NAME OF ADULT CUSTODIAN (ONLY ONE PERMITTED)
- --------------------------------------------------------------------------------
NAME OF MINOR (ONLY ONE PERMITTED)
- --------------------------------------------------------------------------------
MINOR'S SOCIAL SECURITY NUMBER DATE OF BIRTH
<PAGE>
CORPORATION, PARTNERSHIP, TRUST OR OTHER ENTITY (if applicable):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NAME OF CORPORATION, PARTNERSHIP, OR OTHER
- --------------------------------------------------------------------------------
NAME(S) OF TRUSTEE(S)
- --------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION NUMBER
- --------
TRUST DATE
- --------------------------------------------------------------------------------
2. MAILING ADDRESS:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
STREET OR P.O. BOX APARTMENT NUMBER
- --------------------------------------------------------------------------------
CITY STATE ZIP CODE
( ) ( )
- --------------------------------------------------------------------------------
DAY PHONE NUMBER EVENING PHONE NUMBER
- --------------------------------------------------------------------------------
3. INVESTMENT AMOUNT:
- --------------------------------------------------------------------------------
Minimum initial investment of $3,000 per Fund or $1,000 for an automatic
investment plan.
[ ] n/i Micro Cap $ CLOSED
---------------
[ ] n/i Growth $ CLOSED
---------------
[ ] n/i Growth & Value $
---------------
[ ] n/i Larger Cap Value $
---------------
Make the check payable to n/i Family of Funds.
<PAGE>
Shareholders may not purchase shares of the n/i Funds with a check issued by a
third party and endorsed over to the Funds. Checks for investment must be made
payable to the n/i Family of Funds.
- --------------------------------------------------------------------------------
4. DISTRIBUTION OPTIONS:
- --------------------------------------------------------------------------------
NOTE: Dividends and capital gains may be reinvested or paid by check. If no
options are selected below, both dividends and capital gains will be reinvested
in additional Fund shares.
Dividends [ ] Pay by check [ ] Reinvest
Capital Gains [ ] Pay by check [ ] Reinvest
Please check one of the following options:
[ ] Please mail checks to Address of Record
(Named in Section 2)
[ ] Please electronically credit my Bank of Record
(Named in Section 8)
- --------------------------------------------------------------------------------
5. TELEPHONE EXCHANGE AND REDEMPTION:
- --------------------------------------------------------------------------------
To use either or both of these options, you must initial the appropriate line
below.
I authorize the Transfer Agent to accept instructions from any person to
exchange shares in my account(s) by telephone in accordance with the procedures
and conditions set forth in the Fund's current prospectus.
Exchange shares for shares of another n/i fund.
- ------- -------
initial joint initial
Redeem shares, and send the proceeds to the
- ------- ------- address of record.
initial joint initial
- --------------------------------------------------------------------------------
6. AUTOMATIC INVESTMENT PLAN (if applicable):
- --------------------------------------------------------------------------------
Please attach an unsigned, voided check.
<PAGE>
The Automatic Investment Plan ($1,000 minimum initial investment), makes
possible regularly scheduled purchases of Fund shares. The Fund's Transfer
Agent can arrange for an amount of money selected
by you ($100 minimum to be deducted from your checking account and used to
purchase shares of a specified n/i Fund.
Please debit $______ from my checking account (named below) on or about the 20th
of every month.
$ into the Fund Start Month.
----------- ------------------ ----------------
$100 minimum
$ into the Fund Start Month.
----------- ------------------ ----------------
$100 minimum
$ into the Fund Start Month.
----------- ------------------ ----------------
$100 minimum
$ into the Fund Start Month.
----------- ------------------ ----------------
$100 minimum
- --------------------------------------------------------------------------------
7. SYSTEMATIC WITHDRAWAL PLAN (if applicable):
- --------------------------------------------------------------------------------
Please attach an unsigned, voided check.
To select this option please fill out the information below:
Fund Name Amount
--------------------- ----------------
Startup Month
-----------------------
Frequency Options: [ ] Annually [ ] Monthly [ ] Quarterly
. A minimum account value of $10,000 in a single account is required to
establish a Systematic Withdrawal Plan
. Payments will be made on or near the 25th of the month
Complete only if using Automatic Investment Plan or Systematic Withdrawal
Plan
- --------------------------------------------------------------------------------
8. BANK OF RECORD:
- --------------------------------------------------------------------------------
<PAGE>
Complete only if using Automatic Investment Plan (Section 6) or Systematic
Withdrawal Plan (Section 7)
- --------------------------------------------------------------------------------
BANK NAME
- --------------------------------------------------------------------------------
STREET ADDRESS OR P.O. BOX
- --------------------------------------------------------------------------------
CITY STATE ZIP CODE
- --------------------------------------------------------------------------------
BANK ABA NUMBER BANK ACCOUNT NUMBER
- --------------------------------------------------------------------------------
9. SIGNATURES:
- --------------------------------------------------------------------------------
The undersigned warrants that I (we) have full authority and, if a natural
person, I (we) am (are) of legal age to purchase shares pursuant to this Account
Information Form, and I (we) have received a current prospectus for the n/i
Fund(s) in which I (we) am (are) investing.
Under the Interest and Dividend Tax Compliance Act of 1983, the Fund is required
to have the following certification:
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding because (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
that I am subject to 31% backup withholding as a result of a failure to report
all interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.
Note: You must cross out item (2) above if you have been notified by the IRS
that you are currently subject to backup withholding because you have failed to
report all interest and dividends on your tax return. The Internal Revenue
Service does not require your consent to any provision of this document other
than the certification required to audit backup withholding.
- --------------------------------------------------------------------------------
SIGNATURE OF APPLICANT DATE
<PAGE>
- --------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)
- --------------------------------------------------------------------------------
SIGNATURE OF JOINT OWNER DATE
- --------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)
(If you are signing for a corporation, you must indicate corporate office or
title. If you wish additional signatories on the account, please include a
corporate resolution. If signing as a fiduciary, you must indicate capacity.)
For information on additional options, such as IRA Applications, rollover
requests for qualified retirement plans, or for wire instructions, please call
us at 1-800-numeric (686-3742). For information on new or existing accounts
call 1-800-348-5031.
Mail completed Account Application and check to:
n/i Family of Funds
c/o PFPC Inc.
P.O. Box 8966
Wilmington, DE 19899-8966
n/i family of mutual funds
1-800-numeric [686-3742]
http://www.numeric.com
<PAGE>
Investment Adviser
Numeric Investors L.P.
One Memorial Drive
Cambridge, MA 02142
Co-Administrators
Bear Stearns Funds Management Inc.
245 Park Avenue, 15th floor
New York, NY 10167
PFPC Inc.
Bellevue Corporate Center
400 Bellevue Parkway
Wilmington, DE 19809
Distributor
Counsellors Securities Inc.
466 Lexington Avenue
New York, NY 10017
Custodian
Custodial Trust Company
101 Carnegie Center
Princeton, NJ 05840
Transfer Agent
PFPC Inc.
Bellevue Corporate Center
400 Bellevue Parkway
Wilmington, DE 19809
Independent Accountants
Coopers & Lybrand, L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103
Counsel
Drinker Biddle & Reath LLP
1345 Chestnut Street
Philadelphia, PA 19107-3496
<PAGE>
THE RBB FUND, INC.
(n/i Micro Cap, n/i Growth, n/i Growth & Value
and n/i Larger Cap Value Funds)
n/i family of mutual funds
CROSS REFERENCE SHEET
---------------------
Pursuant to Rule 495(a)
under the Securities Act of 1933
<TABLE>
<CAPTION>
Form N-1A Item Location
- -------------- --------
PART B STATEMENT OF ADDITIONAL INFORMATION
<S> <C>
10. Cover Page............................ Cover Page
11. Table of Contents..................... Cover Page
12. General Information and History....... General; Directors and Officers;
Additional Information Concerning
Fund Shares; Miscellaneous; see
Prospectus - "The Funds"
13. Investment Objectives and Policies.... Investment Objectives and
Policies; Investment Limitations
14. Management of the Fund................ Directors and Officers; Investment
Advisory, Distribution and
Servicing Arrangements
15. Control Persons and Principal Holders
of Securities........................ Miscellaneous
16. Investment Advisory and Other Services Investment Advisory, Distribution
and Servicing Arrangements; See
Prospectus - "Management"
17. Brokerage Allocation and Other
Practices............................ Fund Transactions
18. Capital Stock and Other Securities.... Additional Information Concerning
Fund Shares; See Prospectus -
"Dividends and Distributions" and
"Description of Shares"
19. Purchase, Redemption and Pricing of
Securities Being Offered............. Purchase and Redemption
Information; Valuation of Shares;
See Prospectus - "How to Purchase
Shares" and "How to Redeem Shares"
20. Tax Status............................ Taxes; See Prospectus - "Taxes"
21. Underwriters.......................... Not Applicable
22. Calculation of Performance Data....... Performance Information
23. Financial Statements.................. Miscellaneous
</TABLE>
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION DATED
SEPTEMBER 25, 1997
(AS REVISED OCTOBER 6, 1997)
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY ANY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS STATEMENT OF ADDITIONAL INFORMATION DOES NOT CONSTITUTE A
PROSPECTUS.
n/i MICRO CAP FUND
n/i GROWTH FUND
n/i GROWTH & VALUE FUND
n/i LARGER CAP VALUE FUND
-------------------------
(Investment Portfolios of The RBB Fund, Inc.)
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information provides supplementary information
pertaining to shares of the classes (the "Shares") representing interests in the
n/i Micro Cap Fund (the "Micro Cap Fund"), the n/i Growth Fund (the "Growth
Fund"), the n/i Growth & Value Fund (the "Growth & Value Fund") and the n/i
Larger Cap Value Fund (the "Larger Cap Value Fund") (collectively, the "Funds")
of The RBB Fund, Inc. ("RBB"). This Statement of Additional Information is not
a prospectus and should be read only in conjunction with the n/i Family
Prospectus dated December __, 1997 (the "Prospectus"). A copy of the Prospectus
may be obtained from Numeric by calling toll-free (800) NUMERIC [(800) 686-
3742]. This Statement of Additional Information is dated December __, 1997.
<TABLE>
<CAPTION>
Prospectus
Page Page
---- ----------
<S> <C> <C>
General................................... 3 1
Investment Objectives and Policies........ 3 8
Directors and Officers.................... 17 N/A
Investment Advisory, Distribution and
Servicing Arrangements.................. 20 17
Fund Transactions......................... 25 19
Purchase and Redemption Information....... 28 20
Valuation Shares.......................... 29 28
Performance Information................... 29 N/A
Taxes..................................... 33 29
Description of Shares..................... 36 30
Additional Information Concerning
Fund Shares............................. 39 N/A
Miscellaneous............................. 40 N/A
Financial Statements...................... F-1 N/A
Appendix A................................ A-1 A-1
</TABLE>
<PAGE>
No person has been authorized to give any information or to make any
representations not contained in this Statement of Additional Information in
connection with the offering made by the Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorized
by RBB or its distributor. The Statement of Additional Information does not
constitute an offering by RBB or by the distributor in any jurisdiction in which
such offering may not lawfully be made.
-2-
<PAGE>
December __, 1997
-----------------
GENERAL
RBB is an open-end management investment company currently operating or
proposing to operate twenty-two separate investment portfolios. RBB is an open-
end investment company registered under the Investment Company Act of 1940 (the
"1940 Act") and was organized as a Maryland corporation on February 29, 1988.
This Statement of Additional Information pertains to Shares representing
interests in the Funds offered by the Prospectus dated December __, 1997.
Capitalized terms used herein and not otherwise defined have the same
meanings as are given to them in the Prospectus.
INVESTMENT OBJECTIVES AND POLICIES
The following supplements the information contained in the Prospectus
concerning the investment objectives and policies of the Funds.
Futures
- -------
Futures Contracts. When a Fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When a
Fund sells a futures contract, it agrees to sell the underlying instrument at a
specified future date. The price at which the purchase and sale will take place
is fixed when a Fund enters into the contract. The underlying instrument may be
a specified type of security, such as U.S. Treasury bonds or notes.
The majority of futures contracts are closed out by entering into an
offsetting purchase or sale transaction in the same contract on the exchange
where they are traded, rather than being held for the life of the contract.
Futures contracts are closed out at their current prices, which may result in a
gain or loss.
If a Fund holds a futures contract until the delivery date, it will be
required to complete the purchase and sale contemplated by the contract. In the
case of futures contracts on securities, the purchaser generally must deliver
the agreed-upon purchase price in cash, and the seller must deliver securities
that meet the specified characteristics of the contract.
A Fund may purchase futures contracts as an alternative to purchasing
actual securities. For example, if a Fund intended to
-3-
<PAGE>
purchase bonds but had not yet done so, it could purchase a futures contract in
order to lock in current bond prices while deciding on particular investments.
This strategy is sometimes known as an anticipatory hedge. Alternatively, a Fund
could purchase a futures contract if it had cash and short-term securities on
hand that it wished to invest in longer-term securities, but at the same time
that Fund wished to maintain a highly liquid position in order to be prepared to
meet redemption requests or other obligations. In these strategies a Fund would
use futures contracts to attempt to achieve an overall return -- whether
positive or negative -- similar to the return from longer-term securities, while
taking advantage of potentially greater liquidity that futures contracts may
offer. Although the Funds would hold cash and liquid debt securities in a
segregated account with a value sufficient to cover their open futures
obligations, the segregated assets would be available to the Funds immediately
upon closing out the futures position, while settlement of securities
transactions can take several days. However, because a Fund's cash that would
otherwise have been invested in higher-yielding bonds would be held uninvested
or invested in short-term securities so long as the futures position remains
open, the Fund's return would involve a smaller amount of interest income and
potentially a greater amount of capital gain or loss.
The Funds may sell futures contracts to hedge their other investments
against changes in value, or as an alternative to sales of securities. For
example, if the investment adviser anticipated a decline in bond prices, but did
not wish to sell bonds owned by a Fund, it could sell a futures contract in
order to lock in a current sale price. If prices subsequently fell, the future
contract's value would be expected to rise and offset all or a portion of the
loss in the bonds that the Fund had hedged. Of course, if prices subsequently
rose, the futures contract's value could be expected to fall and offset all or a
portion of the benefit of the Fund. In this type of strategy, a Fund's return
will tend to involve a larger component of interest income, because the Fund
will remain invested in longer-term securities rather than selling them and
investing the proceeds in short-term securities which generally provide lower
yields.
Futures margin payments. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the contract
is held until the delivery date. However, both the purchaser and seller are
required to deposit "initial margin" with a futures broker (known as a futures
commission merchant, or FCM), when the contract is entered into. Initial margin
deposits are equal to a percentage of the contract's value, as set by the
exchange where the contract is traded, and may be maintained in cash or high
quality liquid securities. If the value of either party's position
-4-
<PAGE>
declines, that party will be required to make additional "variation margin"
payments to settle the change in value on a daily basis. The party that has a
gain may be entitled to receive all or a portion of this amount. Initial and
variation margin payments are similar to good faith deposits or performance
bonds, unlike margin extended by a securities broker, and initial and variation
margin payments do not constitute purchasing securities on margin for purposes
of a Fund's investment limitations. In the event of the bankruptcy of an FCM
that holds margin on behalf of a Fund, that Fund may be entitled to a return of
margin owed to it only in proportion to the amount received by the FCM's other
customers. The investment adviser will attempt to minimize this risk by careful
monitoring of the creditworthiness of the FCMs with which a Fund does business.
Correlation of price changes. The prices of futures contracts depend
primarily on the value of their underlying instruments. Because there are a
limited number of types of futures contracts, it is likely that the standardized
futures contracts available to a Fund will not match that Fund's current or
anticipated investments. Futures prices can also diverge from the prices of
their underlying instruments, even if the underlying instruments match a Fund's
investments well. Futures prices are affected by such factors as current and
anticipated short-term interest rates, changes in volatility of the underlying
instrument, and the time remaining until expiration of the contract, which may
not affect security prices the same way. Imperfect correlation between a Fund's
investments and its futures positions may also result from differing levels of
demand in the futures markets and the securities markets, from structural
differences in how futures and securities are traded, or from imposition of
daily price fluctuation limits for futures contracts. The Funds may purchase or
sell futures contracts with a greater or lesser value than the securities they
wish to hedge or intend to purchase in order to attempt to compensate for
differences in historical volatility between the futures contract and the
securities, although this may not be successful in all cases. If price changes
in a Fund's futures positions are poorly correlated with its other investments,
its futures positions may fail to produce anticipated gains or result in losses
that are not offset by the gains in the Fund's other investments.
Liquidity of futures contracts. Because futures contracts are generally
settled within a day from the date they are closed out, compared with a
settlement period of seven days for some types of securities, the futures
markets can provide liquidity superior to the securities markets in many cases.
Nevertheless, there is no assurance a liquid secondary market will exist for any
particular futures contract at any particular time. In addition, futures
exchanges may establish daily price fluctuation limits for futures contracts and
may halt trading if a
-5-
<PAGE>
contract's price moves upward or downward more than the limit in a given day. On
volatile trading days when the price fluctuation limit is reached, it may be
impossible for a Fund to enter into new positions or close out existing
positions. If the secondary market for a futures contract is not liquid because
of price fluctuation limits or otherwise, it would prevent prompt liquidation of
unfavorable futures positions, and potentially could require a Fund to continue
to hold a futures position until the delivery date regardless of changes in its
value. As a result, a Fund's access to other assets held to cover its futures
positions could also be impaired.
Put and Call Options
- --------------------
Purchasing Put Options. By purchasing a put option, a Fund obtains the
right (but not the obligation) to sell the option's underlying instrument at a
fixed strike price. The option may give a Fund the right to sell only on the
option's expiration date, or may be exercisable at any time up to and including
that date. In return for this right, a Fund pays the current market price for
the option (known as the option premium). The option's underlying instrument may
be a security or a futures contract.
A Fund may terminate its position in a put option it has purchased by
allowing it to expire or by exercising the option. If the option is allowed to
expire, the Fund will lose the entire premium it paid. If the Fund exercises the
option, it completes the sale of the underlying instrument at the strike price.
If a Fund exercises a put option on a futures contract, it assumes a seller's
position in the underlying futures contract. Purchasing an option on a futures
contract does not require a Fund to make futures margin payments unless it
exercises the option. A Fund may also terminate a put option position by closing
it out in the secondary market at its current price, if a liquid secondary
market exists.
Put options may be used by a Fund to hedge securities it owns, in a manner
similar to selling futures contracts, by locking in a minimum price at which the
Fund can sell. If security prices fall, the value of the put option would be
expected to rise and offset all or a portion of the Fund's resulting losses. The
put thus acts as a hedge against a fall in the price of such securities.
However, all other things being equal (including securities prices) option
premiums tend to decrease over time as the expiration date nears. Therefore,
because of the cost of the option in the form of the premium (and transaction
costs), a Fund would expect to suffer a loss in the put option if prices do not
decline sufficiently to offset the deterioration in the value of the option
premium. This potential loss represents the cost of the hedge against a fall in
prices. At the same time, because the maximum a Fund has at risk is the
-6-
<PAGE>
cost of the option, purchasing put options does not eliminate the potential for
a Fund to profit from an increase in the value of the securities hedged to the
same extent as selling a futures contract.
Purchasing Call Options. The features of call options are essentially the
same as those of put options, except that the purchaser of a call option obtains
the right to purchase, rather than sell, the underlying instrument at the
option's strike price (call options on futures contracts are settled by
purchasing the underlying futures contract). By purchasing a call option, a Fund
would attempt to participate in potential price increases of the underlying
instrument, with results similar to those obtainable from purchasing a futures
contract, but with risk limited to the cost of the option if security prices
fell. At the same time, a Fund can expect to suffer a loss if security prices do
not rise sufficiently to offset the cost of the option.
The Funds will purchase call options only in connection with "closing
purchase transactions." A Fund may terminate its position in a call option by
entering into a closing purchase transaction. A closing purchase transaction is
the purchase of a call option on the same security with the same exercise price
and call period as the option previously written by a Fund. If a Fund is unable
to enter into a closing purchase transaction, the Fund may be required to hold a
security that it might otherwise have sold to protect against depreciation.
Writing Put Options. When a Fund writes a put option, it takes the opposite
side of the transaction from the option's purchaser. In return for receipt of
the premium, a Fund assumes the obligation to pay the strike price for the
option's underlying instrument if the other party to the option chooses to
exercise it. When writing an option on a futures contract a Fund will be
required to make margin payments to an FCM as described above for futures
contracts. A Fund may seek to terminate its position in a put option it writes
before exercise by closing out the option in the secondary market at its current
price. If the secondary market is not liquid for an option a Fund has written,
however, the Fund must continue to be prepared to pay the strike price while the
option is outstanding, regardless of price changes, and must continue to set
aside assets to cover its position.
A Fund may write put options as an alternative to purchasing actual
securities. If security prices rise, the Fund would expect to profit from a
written put option, although its gain would be limited to the amount of the
premium it received. If security prices remain the same over time, it is likely
that the Fund will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the Fund would
-7-
<PAGE>
expect to suffer a loss. This loss should be less than the loss the Fund would
have experienced from purchasing the underlying instrument directly, however,
because the premium received for writing the option should mitigate the effects
of the decline. As with other futures and options strategies used as
alternatives for purchasing securities, a Fund's return from writing put options
generally will involve a smaller amount of interest income than purchasing
longer-term securities directly, because a Fund's cash will be invested in
shorter-term securities which usually offer lower yields.
Writing Call Options. Writing a call option obligates a Fund to sell or
deliver the option's underlying instrument, in return for the strike price, upon
exercise of the option. The characteristics of writing call options are similar
to those of writing put options, as described above, except that writing covered
call options generally is a profitable strategy if prices remain the same or
fall. Through receipt of the option premium, a Fund would seek to mitigate the
effects of a price decline. At the same time, because a Fund would have to be
prepared to deliver the underlying instrument in return for the strike price,
even if its current value is greater, the Fund would give up some ability to
participate in security price increases when writing call options.
Combined Option Positions. A Fund may purchase and write options in
combination with each other to adjust the risk and return characteristics of the
overall position. For example, a Fund may purchase a put option and write a call
option on the same underlying instrument, in order to construct a combined
position whose risk and return characteristics are similar to selling a futures
contract. Another possible combined position would involve writing a call option
at one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial price
increase. Because combined options positions involve multiple trades, they
result in higher transaction costs and may be more difficult to open and close
out.
Risks of Options Transactions. Options are subject to risks similar to
those described above with respect to futures contracts, including the risk of
imperfect correlation between the option and a Fund's other investments and the
risk that there might not be a liquid secondary market for the option. In the
case of options on futures contracts, there is also a risk of imperfect
correlation between the option and the underlying futures contract. Options are
also subject to the risks of an illiquid secondary market, particularly in
strategies involving writing options, which a Fund cannot terminate by exercise.
In general, options whose strike prices are close to their underlying
instruments' current value will have the highest
-8-
<PAGE>
trading volume, while options whose strike prices are further away may be less
liquid. The liquidity of options may also be affected if options exchanges
impose trading halts, particularly when markets are volatile.
Asset Coverage for Futures and Options Positions. A Fund will not use
leverage in its options and futures strategies. A Fund will hold securities or
other options or futures positions whose values are expected to offset its
obligations under the hedge strategies. A Fund will not enter into an option or
futures position that exposes the Fund to an obligation to another party unless
it owns either (i) an offsetting position in securities or other options or
futures contracts or (ii) cash, receivables and short-term debt securities with
a value sufficient to cover its potential obligations. A Fund will comply with
guidelines established by the SEC with respect to coverage of options and
futures strategies by mutual funds, and if the guidelines so require will set
aside cash and high grade liquid debt securities in a segregated account with
its custodian bank in the amount prescribed. Securities held in a segregated
account cannot be sold while the futures or option strategy is outstanding,
unless they are replaced with similar securities. As a result, there is a
possibility that segregation of a large percentage of a Fund's assets could
impede portfolio management or the Fund's ability to meet redemption requests or
other current obligations.
Limitations on Futures and Options Transactions. RBB, on behalf of the
Funds, has filed a notice of eligibility for exclusion from the definition of
the term "commodity pool operator" with the Commodity Futures Trading Commission
("CFTC") and the National Futures Association, which regulate trading in the
futures markets. Pursuant to Section 4.5 of the regulations under the Commodity
Exchange Act, the Funds will not enter into any commodity futures contract or
option on a commodity futures contract for non-hedging purposes if, as a result,
the sum of initial margin deposits on commodity futures contracts and related
commodity options and premiums paid for options on commodity futures contracts
the Funds have purchased would exceed 5% of a Fund's net assets after taking
into account unrealized profits and losses on such contracts.
The Funds' limitations on investments in futures contracts and their
policies regarding futures contracts and the limitations on investments in
options and its policies regarding options discussed above in this Statement of
Additional Information, are not fundamental policies and may be changed as
regulatory agencies permit. The Funds will not modify the above limitations to
increase its permissible futures and options activities without supplying
additional information in a current
-9-
<PAGE>
Prospectus or Statement of Additional Information that has been distributed or
made available to the Funds' shareholders.
Short Sales "Against the Box"
In a short sale, a Fund sells a borrowed security and has a corresponding
obligation to the lender to return the identical security. A Fund may engage in
short sales if at the time of the short sale it owns or has the right to obtain,
at no additional cost, an equal amount of the security being sold short. This
investment technique is known as a short sale "against the box." In a short
sale, a seller does not immediately deliver the securities sold and is said to
have a short position in those securities until delivery occurs. If a Fund
engages in a short sale, the collateral for the short position will be
maintained by the Fund's custodian or a qualified sub-custodian. While the short
sale is open, the Fund will maintain in a segregated account an amount of
securities equal in kind and amount to the securities sold short or securities
convertible into or exchangeable for such equivalent securities. These
securities constitute a Fund's long position. The Funds will not engage in short
sales against the box for speculative purposes. A Fund may, however, make a
short sale as a hedge, when it believes that the price of a security may
decline, causing a decline in the value of a security owned by the Fund (or a
security convertible or exchangeable for such security), or when the Fund wants
to sell the security at an attractive current price, but also wishes to defer
recognition of gain or loss for federal income tax purposes and for purposes of
satisfying certain tests applicable to regulated investment companies under the
Internal Revenue Code. In such case, any future losses in a Fund's long position
should be reduced by a gain in the short position. Conversely, any gain in the
long position should be reduced by a loss in the short position. The extent to
which such gains or losses are reduced will depend upon the amount of the
security sold short relative to the amount a Fund owns. There will be certain
additional transaction costs associated with short sales against the box, but
the Funds will endeavor to offset these costs with the income from the
investment of the cash proceeds of short sales.
Section 4(2) Paper
"Section 4(2) paper" is commercial paper which is issued in reliance on the
"private placement" exemption from registration which is afforded by Section
4(2) of the Securities Act of 1933. Section 4(2) paper is restricted as to
disposition under the federal securities laws and is generally sold to
institutional investors such as the Funds which agree that they are purchasing
the paper for investment and not with a view to public distribution. Any resale
by the purchaser must be in an
-10-
<PAGE>
exempt transaction. Section 4(2) paper normally is resold to other institutional
investors through or with the assistance of investment dealers who make a market
in the Section 4(2) paper, thereby providing liquidity. See "Illiquid
Securities" below.
Rights Offerings and Purchase Warrants
Rights offerings and purchase warrants are privileges issued by a
corporation which enable the owner to subscribe to and purchase a specified
number of shares of the corporation at a specified price during a specified
period of time. Subscription rights normally have a short lifespan to
expiration. The purchase of rights or warrants involves the risk that a Fund
could lose the purchase value of a right or warrant if the right to subscribe to
additional shares is not executed prior to the rights and warrants expiration.
Also, the purchase of rights and/or warrants involves the risk that the
effective price paid for the right and/or warrant added to the subscription
price of the related security may exceed the value of the subscribed security's
market price such as when there is no movement in the level of the underlying
security.
Illiquid Securities
A Fund may not invest more than 15% of its net assets in illiquid
securities, including repurchase agreements which have a maturity of longer than
seven days and securities that are illiquid by virtue of the absence of a
readily available market or legal or contractual restrictions on resale.
Securities that have legal or contractual restrictions on resale but have a
readily available market are not considered illiquid for purposes of this
limitation. The Funds' investment adviser will monitor the liquidity of such
restricted securities under the supervision of the Board of Directors.
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
-11-
<PAGE>
directly from the issuer or in the secondary market. The Board has adopted a
policy that the Funds will not purchase private placements (i.e. restricted
securities other than Rule 144A Securities). Mutual funds do not typically hold
a significant amount of illiquid securities because of the potential for delays
on resale and uncertainty in valuation. Limitations on resale may have an
adverse effect on the marketability of portfolio securities and a mutual fund
might be unable to dispose of restricted or other illiquid securities promptly
or at reasonable prices and might thereby experience difficulty satisfying
redemptions within seven days. A mutual fund might also have to register such
restricted securities in order to dispose of them resulting in additional
expense and delay. Adverse market conditions could impede such a public offering
of securities.
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.
The SEC has adopted Rule 144A, which allows for a broader
institutional trading market for securities otherwise subject to restriction on
resale to the general public. Rule 144A establishes a "safe harbor" from the
registration requirements of the Securities Act for resales of certain
securities to qualified institutional buyers. A Fund's investment in Rule 144A
securities could have the effect of increasing the level of illiquidity of the
Fund during any period that qualified institutional buyers were no longer
interested in purchasing these securities.
The Adviser will monitor the liquidity of restricted securities in the
Funds under the supervision of the Board of Directors. In reaching liquidity
decisions, the Adviser may consider, among others, the following factors: (1)
the unregistered nature of the security; (2) the frequency of trades and quotes
for the security; (3) the number of dealers
-12-
<PAGE>
wishing to purchase or sell the security and the number of other potential
purchasers; (4) dealer undertakings to make a market in the security and (5) the
nature of the security and the nature of the marketplace trades (e.g., the time
needed to dispose of the security, the method of soliciting offers and the
mechanics of the transfer).
Depositary Receipts
- -------------------
The Funds' assets may be invested in the securities of foreign issuers
in the form of American Depositary Receipts ("ADRs"), European Depositary
Receipts ("EDRs") or Global Depositary Receipts ("GDRs"). These securities may
not necessarily be denominated in the same currency as the securities into which
they may be converted. ADRs and EDRs are receipts typically issued by a United
States or European bank or trust company which evidence ownership of underlying
securities issued by a foreign corporation. GDRs are depositary receipts
structured like global debt issues to facilitate international trading. The
Funds may invest in ADRs, EDRs and GDRs through "sponsored" or "unsponsored"
facilities. A sponsored facility is established jointly by the issuer of the
underlying security and a depositary, whereas a depositary may establish an
unsponsored facility without participation by the issuer of the deposited
security. Holders of unsponsored depositary receipts generally bear all the
costs of such facilities and the depositary of an unsponsored facility
frequently is under no obligation to distribute shareholder communications
received from the issuer of the deposited security or to pass through voting
rights to the holders of such receipts in respect of the deposited securities.
Investment Company Securities
The Funds may invest in securities issued by other investment
companies. Under the 1940 Act, the Funds' investments in such securities
currently are limited to, subject to certain exceptions, (i) 3% of the total
voting stock of any one investment company, (ii) 5% of a Fund's net assets with
respect to any one investment company and (iii) 10% of a Fund's net assets in
the aggregate. Investments in the securities of other investment companies will
involve duplication of advisory fees and certain other expenses. The Funds
presently intend to invest in other investment companies only as investment
vehicles for short-term cash. The Funds will only invest in securities of other
investment companies which are purchased on the open market with no commission
or profit to a sponsor or dealer, other than the customary brokers commission,
or when the purchase is part of a plan of merger, consolidation, reorganization
or acquisition.
-13-
<PAGE>
Convertible Securities
The Funds may invest in convertible securities, such as convertible
debentures, bonds and preferred stock, primarily for their equity
characteristics. Convertible securities may be converted into common stock at a
specified share price or ratio. Because the price of the common stock may
fluctuate above or below the specified price or ratio, a Fund may have the
opportunity to purchase the common stock at below market price. On the other
hand, fluctuations in the price of the common stock could render the right of
conversion worthless.
Repurchase Agreements
The repurchase price under repurchase agreements generally equals the
price paid by the Fund involved plus interest negotiated on the basis of current
short-term rates (which may be more or less than the rate on the securities
underlying the repurchase agreement). Securities subject to repurchase
agreements will be held by RBB's custodian in the Federal Reserve/Treasury book-
entry system or by another authorized securities depository. Repurchase
agreements are considered to be loans by the Fund involved under the 1940 Act.
Reverse Repurchase Agreements
Reverse repurchase agreements involve the sale of securities held by a
Fund pursuant to the Fund's agreement to repurchase the securities at an agreed
upon price, date and rate of interest. Such agreements are considered to be
borrowings under the Investment Company Act of 1940, as amended (the "1940
Act"), and may be entered into only for temporary or emergency purposes. While
reverse repurchase transactions are outstanding, a Fund will maintain in a
segregated account with its custodian or a qualified sub-custodian, cash, U.S.
Government securities or other liquid, high-grade debt securities of an amount
at least equal to the market value of the securities, plus accrued interest,
subject to the agreement and will monitor the account to ensure that such value
is maintained. Reverse repurchase agreements involve the risk that the market
value of the securities sold by a Fund may decline below the price of the
securities the Fund is obligated to Repurchase.
U.S. Government Obligations
Examples of types of U.S. Government obligations include U.S. Treasury
Bills, Treasury Notes and Treasury Bonds and the obligations of Federal Home
Loan Banks, Federal Farm Credit Banks, Federal Land Banks, the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Federal National Mortgage
-14-
<PAGE>
Association, Government National Mortgage Association, General Services
Administration, Student Loan Marketing Association, Federal Home Loan Mortgage
Corporation, Federal Intermediate Credit Banks, and the Maritime Administration.
When-Issued Securities and Forward Commitments
Each Fund may purchase securities on a "when-issued" basis and may
purchase or sell securities on a "forward commitment" basis. These transactions
involve a commitment by a Fund to purchase or sell particular securities with
payment and delivery taking place at a future date (perhaps one or two months
later), and permit a Fund to lock-in a price or yield on a security it owns or
intends to purchase, regardless of future changes in interest rates. When-
issued and forward commitment transactions involve the risk, however, that the
price or yield obtained in a transaction may be less favorable that the price or
yield available in the market when the securities delivery takes place. A
Fund's when-issued purchases and forward commitments are not expected to exceed
25% of the value of its total assets absent unusual market conditions. Each
Fund does not intend to engage in when-issued purchases and forward commitments
for speculative purposes but only in furtherance of their investment objectives.
Investment Limitations
The Funds have adopted the following fundamental investment
limitations which may not be changed without the affirmative vote of the holders
of a majority of the Funds' outstanding shares (as defined in Section 2(a)(42)
of the 1940 Act). The Funds may not:
1. Purchase securities of any one issuer, other than securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, if immediately after and as a result of such purchase more
than 5% of a Fund's total assets would be invested in the securities of such
issuer, or more than 10% of the outstanding voting securities of such issuer
would be owned by a Fund, except that up to 25% of the value of a Fund's assets
may be invested without regard to such limitation.
2. Borrow money, except to the extent permitted under the 1940 Act or
mortgage, pledge or hypothecate any of their respective assets in connection
with any such borrowing except in amounts not in excess of 125% of the dollar
amounts borrowed. The 1940 Act permits an investment company to borrow in an
amount up to 33 1/3% of the value of such company's total assets. For purposes
of this Investment Restriction, the entry into options, forward contracts,
futures contracts, including those relating to indexes, and options on futures
contracts or indexes shall not constitute borrowing.
-15-
<PAGE>
3. Purchase any securities which would cause, at the time of
purchase, 25% or more of the value of the total assets of a Fund to be invested
in the obligations of issuers in any industry, provided that there is no
limitation with respect to investments in U.S. Government obligations.
4. Make loans, except that a Fund may purchase or hold debt
obligations in accordance with its investment objective, policies and
limitations, may enter into repurchase agreements for securities, and may lend
portfolio securities against collateral consisting of cash or securities which
are consistent with the Fund's permitted investments, which is equal at all
times to at least 100% of the value of the securities loaned. There is no
investment restriction on the amount of securities that may be loaned, except
that payments received on such loans, including amounts received during the loan
on account of interest on the securities loaned, may not (together with all non-
qualifying income) exceed 10% of a Fund's annual gross income (without offset
for realized capital gains) unless, in the opinion of counsel to RBB, such
amounts are qualifying income under Federal income tax provisions applicable to
regulated investment companies.
5. Purchase securities on margin, except for short-term credit
necessary for clearance of portfolio transactions, and except that the Fund may
establish margin accounts in connection with its use of options, forward
contracts, futures contracts, including those relating to indexes, and options
on futures contracts or indexes.
6. Underwrite securities of other issuers, except to the extent that,
in connection with the disposition of portfolio securities, a Fund may be deemed
an underwriter under federal securities laws.
7. Purchase or sell real estate or real estate limited partnership
interests, provided that a Fund may invest in securities secured by real estate
or interests therein or issued by companies which invest in real estate or
interests therein or in real estate investment trusts.
8. Purchase or sell commodities or commodity contracts, except that a
Fund may purchase and sell options, forward contracts, futures contracts,
including those relating to indexes, and options on futures contracts or
indexes.
9. Invest in oil, gas or mineral-related exploration or development
programs or leases.
10. Purchase any securities issued by any other investment company,
except to the extent permitted by the 1940 Act and
-16-
<PAGE>
except in connection with the merger, consolidation or acquisition of all the
securities or assets of such an issuer.
11. Make investments for the purpose of exercising control or
management, but each Fund will vote those securities it owns in its portfolio as
a shareholder in accordance with its views.
12. Issue any senior security, as defined in section 18(f) of the
1940 Act, except to the extent permitted by the 1940 Act.
13. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings as described in Limitation 1 above and
to the extent related to the purchase of securities on a when-issued or forward
commitment basis and the deposit of assets in escrow in connection with writing
covered put and call options and collateral and initial or variation margin
arrangements with respect to options, forward contracts, futures contracts,
including those relating to indexes, and options on futures contracts or
indexes.
If a percentage restriction is adhered to at the time of investment, a
later change in percentage resulting from a change in values or assets will not
constitute a violation of such restriction (except that, with respect to
borrowings, if asset coverage falls below 300%, a Fund will reduce its
borrowings to restore asset coverage to 300% within three business days, in
accordance with the requirements of the 1940 Act).
-17-
<PAGE>
DIRECTORS AND OFFICERS
The directors and executive officers of RBB, their business addresses,
ages 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 Director Since 1986, Managing
466 Lexington Avenue Director and Assistant
New York, NY 10017 Secretary, Warburg, Pincus
Counsellors, Inc.;
Director and Executive
Officer of Counsellors
Securities Inc.;
Director/Trustee of
various investment
companies advised by
Warburg, Pincus
Counsellors, Inc.
Age: 48
**Robert Sablowsky Director Senior Vice President,
110 Wall Street, 10th Floor Fahnestock Co., Inc. (a
New York, NY 10005 registered broker-dealer);
Prior to October 1996,
Executive Vice President
of Gruntal & Co., Inc. (a
registered broker-dealer).
Age: 59
Francis J. McKay Director Since 1963, Executive Vice
7701 Burholme Avenue President, Fox Chase
Philadelphia, PA 19111 Cancer Center (Biomedical
research and medical
care).
Age: 61
</TABLE>
-18-
<PAGE>
<TABLE>
<CAPTION>
Position Principal Occupation
Name and Address and Age with Fund During Past Five Years
- ------------------------ --------- ----------------------
<S> <C> <C>
Marvin E. Sternberg Director Since 1974, Chairman,
937 Mt. Pleasant Road Director and President,
Bryn Mawr, PA 19010 Moyco Industries, Inc.
(manufacturer of dental
supplies and precision
coated abrasives); Since
1968, Director and
President, Mart MMM, Inc.
(formerly Montgomeryville
Merchandise Mart Inc.) and
Mart PMM, Inc. (formerly
Pennsauken Merchandise
Mart, Inc.) (shopping
centers); and Since 1975,
Director and Executive
Vice President, Cellucap
Mfg. Co., Inc.
(manufacturer of
disposable headwear).
Age: 62
Julian A. Brodsky Director Director and Vice Chairman
1500 Market Street since 1969 Comcast
35th Floor Corporation (cable
Philadelphia, PA 19102 television and
communication); Director
Comcast Cablevision of
Philadelphia (cable
television and
communications) and Nextel
(wireless communication).
Age: 64
Donald van Roden Director Self-employed businessman.
1200 Old Mill Lane and From February 1980 to
Wyomissing, PA 19610 Chairman of March 1987, Vice Chairman,
the Board SmithKline Beckman
Corporation
(pharmaceuticals);
Director, AAA Mid-Atlantic
(auto service); Director,
Keystone Insurance Co.
Age: 73
</TABLE>
-19-
<PAGE>
<TABLE>
<CAPTION>
Position Principal Occupation
Name and Address and Age with Fund During Past Five Years
- ------------------------ --------- ----------------------
<S> <C> <C>
Edward J. Roach President Certified Public
Suite 100 and Accountant; Vice Chairman
Bellevue Park Treasurer of the Board, Fox Chase
Corporate Center Cancer Center; Trustee
400 Bellevue Parkway Emeritus, Pennsylvania
Wilmington, DE 19809 School for the Deaf;
Trustee Emeritus,
Immaculata College;
President or Vice
President and Treasurer of
various investment
companies advised by PNC
Institutional Management
Corporation; Director, The
Bradford Funds, Inc.
Age: 73
Morgan R. Jones Secretary Chairman of the law firm
Drinker Biddle & Reath LLP of Drinker Biddle & Reath
PNB Bank Building LLP, Philadelphia,
1345 Chestnut Street Pennsylvania; Director,
Philadelphia, PA 19107-3496 Rocking Horse Child Care
Centers of America, Inc.
Age: 56
</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.
-20-
<PAGE>
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 RBB and Mr. Sablowsky (who is an interested person
of RBB) $12,000 annually and $1,000 per meeting of the Board or any committee
thereof that is not held in conjunction with a Board meeting. Directors who are
not affiliated persons of RBB are reimbursed for any expenses incurred in
attending meetings of the Board of Directors or any committee thereof. The
Chairman (currently Donald van Roden) receives an additional $5,000 for his
services. For the year ended August 31, 1997, each of the following members of
the Board of Directors received compensation from the Fund in the following
amounts:
<TABLE>
<CAPTION>
Directors Compensation
--------- ------------
<S> <C>
Julian A. Brodsky $16,000
Francis J. McKay $19,000
Robert Sablowsky $ 8,000
Marvin E. Sternberg $19,000
Donald van Roden $24,000
</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 Edward J. Roach and one other employee) 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 investment advisers, administrators and the Distributor, RBB
itself requires only one part-time employee. No officer, partner or employee of
Numeric currently receives any compensation from RBB.
INVESTMENT ADVISORY, DISTRIBUTION AND SERVICING ARRANGEMENTS
Advisory Agreements
Numeric renders advisory services to the Funds pursuant to Investment
Advisory Contracts. The Advisory Contracts relating to each of the Funds are
dated April 24, 1996, except for the Larger Cap Value Fund, which is
dated ________, 1997. Under the Advisory Contracts, Numeric is entitled to
receive a fee from each Fund calculated at an annual rate of 0.75% of a Fund's
average daily net assets. For the fiscal year ended August 31, 1997 and for the
following fiscal year, Numeric intends to waive its fees to the extent necessary
to maintain an annualized expense ratio for each Fund of 1.00%. There can be no
assurance
-21-
<PAGE>
that Numeric will continue such waivers indefinitely.
For the period from commencement of operations June 3, 1996 through
August 31, 1996 and for the fiscal year ended August 31, 1997, the Funds paid
Numeric advisory fees and Numeric waived advisory fees as follows:
-22-
<PAGE>
<TABLE>
<CAPTION>
Fees Paid
---------
Fund (After Waivers) Waivers Reimbursements
---- --------------- ------- --------------
Period ended August 31, 1996
- ----------------------------
<S> <C> <C> <C>
n/i Micro Cap $ $ $0
n/i Growth $ $ $0
n/i Growth & $ $ $0
Value
Fiscal year ended August 31, 1997
- ---------------------------------
n/i Micro Cap $ $ $0
n/i Growth $ $ $0
n/i Growth & $ $ $0
Value
</TABLE>
The Funds bear all of their own expenses not specifically assumed by
Numeric. General expenses of RBB not readily identifiable as belonging to a
portfolio of RBB are allocated among all investment portfolios by or under the
direction of RBB's Board of Directors in such manner as the Board determines to
be fair and equitable. Expenses borne by a Fund include, but are not limited to
the expenses listed in the prospectus and the following (or a Fund's share of
the following): (a) the cost (including brokerage commissions) of securities
purchased or sold by a Fund and any losses incurred in connection therewith; (b)
expenses of organizing RBB that are not attributable to a class of RBB; (c) any
costs, expenses or losses arising out of a liability of or claim for damages or
other relief asserted against RBB or a Fund for violation of any law; (d) any
extraordinary expenses; (e) fees, voluntary assessments and other expenses
incurred in connection with membership in investment company organizations; (f)
costs of mailing and tabulating proxies and costs of shareholders' and
directors' meetings; and (g) the cost of investment company literature and other
publications provided by RBB to its directors and officers. Distribution
expenses, transfer agency expenses, expenses of preparation, printing and
mailing prospectuses, statements of
-23-
<PAGE>
additional information, proxy statements and reports to shareholders, and
organizational expenses and registration fees, identified as belonging to a
particular class of RBB, are allocated to such class.
Under the Advisory Contracts, Numeric will not be liable for any error
of judgment or mistake of law or for any loss suffered by RBB or the Funds in
connection with the performance of an Advisory Contract, except a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of Numeric
in the performance of its duties or from reckless disregard of its duties and
obligations thereunder.
The Advisory Contracts for the Micro Cap, Growth and Growth & Value
Funds were approved on April 24, 1996 by vote of RBB's Board of Directors,
including a majority of those directors who are not parties to the Advisory
Contracts or interested persons (as defined in the 1940 Act) of such parties.
The Advisory Contract for the Larger Cap Value Fund was approved on ________,
1997. The Advisory Contracts are terminable by vote of RBB's Board of Directors
or by the holders of a majority of the outstanding voting securities of the
Funds, at any time without penalty, on 60 days' written notice to Numeric. The
Advisory Contracts for the Micro Cap, Growth and Growth & Value Funds became
effective on May 20, 1996 and were approved by written consent of the sole
shareholder of each of the Micro Cap, Growth and Growth & Value Funds on May 28,
1996. The Advisory Contract for the Larger Cap Value Fund became effective on
December __, 1997 and was approved by written consent of the sole shareholder of
the Fund. The Advisory Contracts terminate automatically in the event of
assignment thereof.
The Advisory Contracts provide that Numeric shall at all times have
all rights in and to each Fund's name and all investment models used by or on
behalf of the Funds. Numeric may use each Fund's name or any portion thereof in
connection with any other mutual fund or business activity without the consent
of any shareholder, and RBB has agreed to execute and deliver any and all
documents required to indicate its consent to such use.
The Advisory Contracts further provide that no public reference to, or
description of, Numeric or its methodology or work shall be made by RBB, whether
in the Prospectus, Statement of Additional Information or otherwise, without the
prior written consent of Numeric, which consent shall not be unreasonably
withheld. In each case, RBB has agreed to provide Numeric a reasonable
opportunity to review any such reference or description before being asked for
such consent.
-24-
<PAGE>
Custodian Agreements
Custodial Trust Company ("CTC") is custodian of the Funds' assets
pursuant to custodian agreements dated as of May 20, 1996, as amended (the
"Custodian Agreements"). Under the Custodian Agreements, CTC (a) maintains a
separate account or accounts in the name of each of the Funds, (b) holds and
transfers portfolio securities on account of each of the Funds, (c) accepts
receipts and makes disbursements of money on behalf of each of the Funds, (d)
collects and receives all income and other payments and distributions on account
of each of the Funds' portfolio securities and (e) makes periodic reports to the
RBB's Board of Directors concerning the Funds' operations. CTC is authorized to
select one or more banks or trust companies to serve as sub-custodian on behalf
of the Funds, provided that CTC remains responsible for the performance of all
its duties under the Custodian Agreements and holds RBB harmless from the acts
and omissions of any sub-custodian. For its services to the Funds under the
Custodian Agreements, CTC receives a fee calculated as .015% of each Fund's
average daily gross assets, with a minimum monthly fee of $417 per Fund,
exclusive of transaction charges and out-of-pocket expenses, which are also
charged to the Funds.
Transfer Agency Agreements
PFPC Inc. ("PFPC"), an affiliate of PNC Bank, serves as the transfer
and dividend disbursing agent for the Funds pursuant to a Transfer Agency
Agreement dated August 16, 1988, as supplemented (collectively, the "Transfer
Agency Agreement"). Under the Transfer Agency Agreement, PFPC (a) issues and
redeems Shares of each of the Funds, (b) addresses and mails all communications
by the Funds to record owners of shares of the Funds, including reports to
shareholders, dividend and distribution notices and proxy materials for its
meetings of shareholders, (c) maintains shareholder accounts and, if requested,
sub-accounts and (d) makes periodic reports to RBB's Board of Directors
concerning the operations of the Funds. For its services to the Funds under the
Transfer Agency Agreement, PFPC receives a fee at the annual rate of $12 per
account for the Funds, exclusive of out-of-pocket expenses, and also receives
reimbursement of its out-of-pocket expenses.
Co-Administration Agreements
Bear Stearns Funds Management Inc. ("BSFM") serves as co-administrator
to the Funds pursuant to Co-Administration Agreements dated April 24, 1996, as
amended, for each of the Funds (the "BSFM Co-Administration Agreements"). BSFM
has agreed to assist each of the Funds in all significant aspects of their
administration and operations. The BSFM Co-Administration Agreements provide
that BSFM shall not be liable for any error of
-25-
<PAGE>
judgment or mistake of law or any loss suffered by RBB or the Funds in
connection with the performance of the agreement, except a loss resulting from
willful misfeasance, bad faith or negligence, or reckless disregard of its
duties and obligations thereunder. In consideration for providing services
pursuant to the BSFM Co-Administration Agreements, BSFM receives a fee with
respect to each of the Funds calculated at an annual rate of .05% of each Fund's
average daily net assets.
PFPC also serves as co-administrator to Funds pursuant to Co-
Administration Agreements dated as of April 24, 1996, as amended (the "PFPC Co-
Administration Agreements"). PFPC has agreed to calculate the Funds' net asset
values, provide all accounting services for the Funds and assist in related
aspects of the Funds' operations. The PFPC Co-Administration Agreements provide
that PFPC shall not be liable for any error of judgment or mistake of law or any
loss suffered by RBB or the Funds in connection with the performance of the
agreement, except a loss resulting from willful misfeasance, bad faith or
negligence, or reckless disregard of its duties and obligations thereunder. In
consideration for providing services pursuant to the PFPC Co-Administration
Agreements, PFPC receives a fee with respect to each of the Funds calculated at
an annual rate of .115% of each Fund's average daily net assets, exclusive of
out-of-pocket expenses and pricing charges.
For the period from commencement of operations (June 3, 1996) until
August 31, 1996 and for the fiscal year ended August 31, 1997, the Funds paid
administration fees to BSFM and PFPC and BSFM and PFPC waived administration
fees as follows:
-26-
<PAGE>
<TABLE>
<CAPTION>
Fees Paid
Fund (After Waivers) Waivers Reimbursements
---- ------------- ------- --------------
For the period from June 3, 1996 until August 31, 1996.
- -------------------------------------------------------
<S> <C> <C> <C>
(BSFM)
- ------
n/i Micro Cap
n/i Growth
n/i Growth &
Value
(PFPC)
- ------
n/i Micro Cap
n/i Growth
n/i Growth &
Value
Fees Paid
Fund (After Waivers) Waivers Reimbursements
---- ------------- ------- --------------
For the fiscal year ended August 31, 1997.
- ------------------------------------------
(BSFM)
- ------
n/i Micro Cap
n/i Growth
n/i Growth &
Value
(PFPC)
- ------
n/i Micro Cap
n/i Growth
n/i Growth &
Value
</TABLE>
Administrative Services Agent
Counsellors Funds Service, Inc. ("Counsellors Services"), a wholly-
owned subsidiary of Warburg, Pincus Counsellors, Inc. ("WPC"), provides certain
administrative services to each of the Portfolios that are not provided by BSFM
or PFPC, subject to the supervision and direction of the Board of Directors of
RBB. WPC is a wholly-owned subsidiary of Warburg, Pincus Counsellors, G.P. These
services include furnishing certain internal quasi-legal, executive and
administrative services, acting as liaison between the Funds and the Funds'
various service providers, furnishing
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<PAGE>
corporate secretarial services, which include assisting in the preparation of
materials for meetings of RBB's Board of Directors, coordinating the preparation
of proxy statements and annual, semi-annual and quarterly reports and generally
assisting in monitoring and developing compliance procedures for the Funds. As
compensation for such administrative services, RBB pays Counsellors Services
each month a fee for the previous month calculated at the annual rate of .15% of
each Fund's average daily net assets.
For the period from commencement of operations (June 3, 1996) through
August 31, 1996 and for the fiscal year ended August 31, 1997, the Funds paid
administration fees to Counsellors Services and Counsellors Services waived
administration fees as follows:
<TABLE>
<CAPTION>
Fees Paid
Fund (After Waivers) Waivers Reimbursements
---- ------------- ------- --------------
For the period ended August 31, 1996.
- -------------------------------------
<S> <C> <C> <C>
n/i Micro Cap
n/i Growth
n/i Growth &
Value
For the fiscal year ended August 31, 1997.
- -----------------------------------------
n/i Micro Cap
n/i Growth
n/i Growth &
Value
</TABLE>
Distributor
Counsellors Securities Inc. ("Counsellors" or the "Distributor")
serves as distributor of the Shares. Counsellors is a wholly-owned subsidiary of
WPC and is located at 466 Lexington Avenue, New York 10017-3147. No compensation
is payable by RBB to Counsellors for distribution services with respect to the
Funds.
FUND TRANSACTIONS
Subject to policies established by the Board of Directors, Numeric is
responsible for the execution of portfolio transactions and the allocation of
brokerage transactions for the Funds. In executing portfolio transactions,
Numeric seeks to
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<PAGE>
obtain the best price and most favorable execution for the Funds, taking into
account such factors as the price (including the applicable brokerage commission
or dealer spread), size of the order, difficulty of execution and operational
facilities of the firm involved. While Numeric generally seeks reasonably
competitive commission rates, payment of the lowest commission or spread is not
necessarily consistent with obtaining the best price and execution in particular
transactions.
No Fund has any obligation to deal with any broker or group of brokers
in the execution of portfolio transactions. Numeric may, consistent with the
interests of the Funds and subject to the approval of the Board of Directors,
select brokers on the basis of the research, statistical and pricing services
they provide to the Funds and other clients of Numeric. Information and
research received from such brokers will be in addition to, and not in lieu of,
the services required to be performed by Numeric under its respective contracts.
A commission paid to such brokers may be higher than that which another
qualified broker would have charged for effecting the same transaction, provided
that Numeric, as applicable, determines in good faith that such commission is
reasonable in terms either of the transaction or the overall responsibility of
Numeric, as applicable, to a Fund and its other clients and that the total
commissions paid by a Fund will be reasonable in relation to the benefits to a
Fund over the long-term.
Corporate debt and U.S. Government securities and many micro- and
small-cap stocks are generally traded on the over-the-counter market on a "net"
basis without a stated commission, through dealers acting for their own account
and not as brokers. The Funds will primarily engage in transactions with these
dealers or deal directly with the issuer unless a better price or execution
could be obtained by using a broker. Prices paid to a dealer in debt, micro- or
small-cap securities will generally include a "spread," which is the difference
between the prices at which the dealer is willing to purchase and sell the
specific security at the time, and includes the dealer's normal profit.
Numeric may seek to obtain an undertaking from issuers of commercial
paper or dealers selling commercial paper to consider the repurchase of such
securities from the Funds prior to their maturity at their original cost plus
interest (sometimes adjusted to reflect the actual maturity of the securities),
if it believes that the Funds' anticipated need for liquidity makes such action
desirable. Any such repurchase prior to maturity reduces the possibility that
the Funds would incur a capital loss in liquidating commercial paper (for which
there is no established market), especially if interest rates have risen since
acquisition of the particular commercial paper.
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<PAGE>
Investment decisions for the Funds and for other investment accounts
managed by Numeric are made independently of each other in the light of
differing conditions. However, the same investment decision may occasionally be
made for two or more of such accounts. In such cases, simultaneous transactions
are inevitable. Purchases or sales are then averaged as to price and allocated
as to amount according to a formula deemed equitable to each such account. While
in some cases this practice could have a detrimental effect upon the price or
value of the security as far as a Fund is concerned, in other cases it is
believed to be beneficial to the Funds. The Funds will not purchase securities
during the existence of any underwriting or selling group relating to such
security of which Numeric or any affiliated person (as defined in the 1940 Act)
thereof is a member except pursuant to procedures adopted by RBB's Board of
Directors pursuant to Rule 10f-3 under the 1940 Act.
In no instance will portfolio securities be purchased from or sold to
Counsellors Securities, PNC Bank or Numeric or any affiliated person of the
foregoing entities except as permitted by SEC exemptive order or by applicable
law.
A high (100% or more) rate of portfolio turnover involves
correspondingly greater brokerage commission expenses and other transaction
costs, which must be borne directly by a Fund. Federal income tax laws may
restrict the extent to which a Fund may engage in short term trading of
securities. See "Taxes." The Funds anticipate that their annual portfolio
turnover rates will vary from year to year, but will generally range between
150% and 300%. The portfolio turnover rate is calculated by dividing the lesser
of a Fund's annual sales or purchases of portfolio securities (exclusive of
purchases or sales of securities whose maturities at the time of acquisition
were one year or less) by the monthly average value of the securities in the
portfolio during the year.
For the fiscal year ended August 31, 1997, the Funds paid brokerage
commissions on behalf of the Funds as follows:
<TABLE>
<CAPTION>
Fund Brokerage Commissions
- ---- ---------------------
<S> <C>
n/i Micro Cap $
n/i Growth $
</TABLE>
-30-
<PAGE>
n/i Growth & Value $
PURCHASE AND REDEMPTION INFORMATION
The Funds reserve the right, if conditions exist that make cash payments
undesirable, to honor any request for redemption or repurchase of a Fund's
shares by making payment in whole or in part in securities chosen by RBB and
valued in the same way as they would be valued for purposes of computing a
Fund's net asset value. If payment is made in securities, a shareholder may
incur transaction costs in converting these securities into cash. RBB has
elected, however, to be governed by Rule 18f-1 under the 1940 Act so that a Fund
is obligated to redeem its shares solely in cash up to the lesser of $250,000 or
1% of its net asset value during any 90-day period for any one shareholder of a
Fund.
Under the 1940 Act, a Fund may suspend the right to redemption or postpone
the date of payment upon redemption for any period during which the New York
Stock Exchange (the "NYSE") is closed (other than customary weekend and holiday
closings), or during which trading on the NYSE is restricted, or during which
(as determined by the SEC by rule or regulation) an emergency exists as a result
of which disposal or valuation of portfolio securities is not reasonably
practicable, or for such other periods as the SEC may permit. (A Fund may also
suspend or postpone the recordation of the transfer of its shares upon the
occurrence of any of the foregoing conditions.)
In addition to the situations described in the Prospectus, a Fund may
redeem shares involuntarily to reimburse such Fund for any loss sustained by
reason of the failure of a shareholder to make full payment for shares purchased
by the shareholder or to collect any charge relating to a transaction effected
for the benefit of a shareholder as provided in the Prospectus from time to
time.
An illustration of the computation of the public offering price per share
of each of the Funds, based on the value of such Funds' net assets as of August
31, 1997, is as follows:
-31-
<PAGE>
<TABLE>
<CAPTION>
n/i Micro n/i Growth &
Cap n/i Growth Value
<S> <C> <C> <C>
Net assets............ $ $ $
Outstanding shares.... $ $ $
Net asset value per $ $ $
share................
Maximum sales charge.. -- -- --
--- --- ---
Offering to Public.... $ $ $
</TABLE>
VALUATION OF SHARES
The net asset value per share of each Fund is calculated as of 4:00 p.m.
Eastern Time on each Business Day. "Business Day" means each weekday when the
NYSE is open. Currently, the NYSE is closed on New Year's Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day and on the preceding Friday or subsequent Monday when one of those
holidays falls on a Saturday or Sunday, respectively. Securities which are
listed on stock exchanges are valued at the last sale price on the day the
securities are valued or, lacking any sales on such day, at the mean of the bid
and asked prices available prior to the evaluation. In cases where securities
are traded on more than one exchange, the securities are generally valued on the
exchange designated by the Board of Directors as the primary market. Securities
traded in the over-the-counter market and listed on the National Association of
Securities Dealers Automatic Quotation System ("NASDAQ") are valued at the last
trade price listed on the NASDAQ at 4:00 p.m.; securities listed on NASDAQ for
which there were no sales on that day and other over-the-counter securities are
valued at the mean of the bid and asked prices available prior to valuation.
Securities for which market quotations are not readily available are valued at
fair value as determined in good faith by or under the direction of RBB's Board
of Directors. The amortized cost method of valuation may also be used with
respect to debt obligations with sixty days or less remaining to maturity.
In determining the approximate market value of portfolio investments, the
Funds may employ outside organizations, which may use a matrix or formula method
that takes into consideration market indices, matrices, yield curves and other
specific adjustments. This may result in the securities being valued at a price
different from the price that would have been determined had the matrix or
formula method not been used. All cash, receivables and current payables are
carried on the Funds' books at their face value. Other assets, if any, are
valued at fair value as determined in good faith by or under the direction of
RBB's Board of Directors.
-32-
<PAGE>
PERFORMANCE INFORMATION
Total Return. For purposes of quoting and comparing the performance of the
Funds to that of other mutual funds and to stock or other relevant indices in
advertisements or in reports to shareholders, performance may be stated in terms
of total return. Under the rules of the Securities and Exchange Commission,
funds advertising performance must include total return quotes calculated
according to the following formula:
P(1 + T)/n/ = ERV
Where: P = hypothetical initial payment of $1,000
T = average annual total return
n = number of years (1, 5 or 10)
ERV = ending redeemable value at the end of the 1, 5 or 10
year periods (or fractional portion thereof) of a
hypothetical $1,000 payment made at the beginning of
the 1, 5 or 10 year periods.
Under the foregoing formula, the time periods used in advertising will be
based on rolling calendar quarters, updated to the last day of the most recent
quarter prior to submission of the advertisement for publication, and will cover
one, five and ten year periods or a shorter period dating from the effectiveness
of the Funds' registration statement. In calculating the ending redeemable
value, the maximum sales load is deducted from the initial $1,000 payment and
all dividends and distributions by the Funds are assumed to have been reinvested
at net asset value, as described in the Prospectus, on the reinvestment dates
during the period. Total return, or "T" in the formula above, is computed by
finding the average annual compounded rates of return over the 1, 5 and 10 year
periods (or fractional portion thereof) that would equate the initial amount
invested to the ending redeemable value. Any sales loads that might in the
future be made applicable at the time to reinvestments would be included as
would any recurring account charges that might be imposed by the Funds.
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<PAGE>
The formula for calculating aggregate total return is as follows:
ERV
Aggregate Total Return = [(----) - 1]
P
The calculations are made assuming that (1) all dividends and capital gain
distributions are reinvested on the reinvestment dates at the price per share
existing on the reinvestment date, (2) all recurring fees charged to all
shareholder accounts are included, and (3) for any account fees that vary with
the size of the account, a mean (or median) account size in the Fund during the
periods is reflected. The ending redeemable value (variable "ERV" in the
formula) is determined by assuming complete redemption of the hypothetical
investment after deduction of all non-recurring charges at the end of the
measuring period.
Performance. From time to time, the Funds may advertise their average
annual total return over various periods of time. These total return figures
show the average percentage change in value of an investment in a Fund from the
beginning of the measuring period to the end of the measuring period. The
figures reflect changes in the price of a Fund's shares assuming that any income
dividends and/or capital gain distributions made by a Fund during the period
were reinvested in shares of the Fund. Total return will be shown for recent
one-, five- and ten-year periods, and may be shown for other periods as well
(such as from commencement of a Fund's operations or on a year-by-year,
quarterly or current year-to-date basis).
When considering average total return figures for periods longer than one
year, it is important to note that a Fund's annual total return for one year in
the period might have been grater or less than the average for the entire
period. When considering total return figures for periods shorter than one
year, investors should bear in mind that the Funds seek long-term appreciation
and that such return may not be representative of a Fund's return over a longer
market cycle. The Funds may also advertise aggregate total return figures for
various periods, representing the cumulative change in value of an investment in
a Fund for the specific period (again reflecting changes in a Fund's share
prices and assuming reinvestment of dividends and distributions). Aggregate and
average total returns may be shown by means of schedules, charts or graphs, may
indicate various components of total return (i.e., change in value of initial
investment, income dividends and capital gain distributions) and would be quoted
separately for each class of a Fund's shares.
-34-
<PAGE>
Calculated according to the SEC Rules, the average annual total return for
the Funds was as follows:
<TABLE>
<CAPTION>
Fund Return
---- -------
<S> <C>
For the fiscal year ended August 31, 1997.
n/i Micro Cap %
n/i Growth %
n/i Growth & Value %
For the period June 3, 1996 (commencement of operations)
to August 31, 1997.
n/i Micro Cap %
n/i Growth %
n/i Growth & Value %
<CAPTION>
Calculated according to the above formula, the aggregate total return for
the Funds was as follows:
Fund Return
---- -------
<S> <C>
For the period June 3, 1996 (commencement of operations)
to August 31, 1997.
n/i Micro Cap %
n/i Growth %
n/i Growth & Value %
For the fiscal year ended August 31, 1997.
n/i Micro Cap %
n/i Growth %
n/i Growth & Value $
</TABLE>
Investors should note that total return figures are based on historical
earnings and are not intended to indicate future performance.
In reports or other communications to investors or in advertising material,
the Funds may describe general economic and market conditions affecting the
Funds and may compare their
-35-
<PAGE>
performance with (1) that of other mutual funds as listed in the rankings
prepared by Lipper Analytical Services, Inc. or similar investment services that
monitor the performance of mutual funds or as set forth in the publications
listed below; (2) with their benchmark indices, as well as the S&P 500 or (3)
other appropriate indices of investment securities or with data developed by
Numeric derived from such indices. Performance information may also include
evaluation of the Funds by nationally recognized ranking services and
information as reported in financial publications such as Business Week,
Fortune, Institutional Investor, Money Magazine, Forbes, Barron's, The Wall
Street Journal, The New York Times, or other national, regional or local
publications.
In reports or other communications to investors or in advertising, the
Funds may also describe the general biography or work experience of the
portfolio managers of the Funds and may include quotations attributable to the
portfolio managers describing approaches taken in managing the Funds'
investments, research methodology, underlying stock selection or the Funds'
investment objective. The Funds may also discuss the continuum of risk and
return relating to different investments, and the potential impact of foreign
stock on a portfolio otherwise composed of domestic securities. In addition, the
Funds may from time to time compare their expense ratios to those of investment
companies with similar objective and policies, as advertised by Lipper
Analytical Services, Inc. or similar investment services that monitor mutual
funds.
TAXES
The following is only a summary of certain additional tax considerations
generally affecting the Funds and their shareholders that are not described in
the Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of the Funds or their shareholders, and the discussion here and in the
Funds' Prospectus is not intended as a substitute for careful tax planning.
Investors are urged to consult their tax advisers with specific reference to
their own tax situation.
The Funds intend to elect to be taxed as and meet the requirements of
regulated investment companies under Part I of Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"). As regulated investment
companies, the Funds are exempt from federal income tax on their net investment
income and realized capital gains which they distribute to shareholders,
provided that they distribute an amount equal to the sum of (a) at least 90% of
their investment company taxable income (net taxable investment income and the
excess of net
-36-
<PAGE>
short-term capital gain over net long-term capital loss), if any, for the year
and (b) at least 90% of their net tax-exempt interest income, if any, for the
year (the "Distribution Requirement") and satisfy 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 a 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 a Fund has
not invested more than 5% of the value of its total assets in securities of such
issuer and as to which a Fund does not hold more than 10% of the outstanding
voting securities of such issuer), and no more than 25% of the value of a Fund's
total assets may be invested in the securities of any one issuer (other than
U.S. Government securities and securities of other regulated investment
companies), or in two or more issuers which such Fund controls and which the
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 Funds in the form of additional shares will be treated as
receiving a taxable distribution in an amount equal to the fair market value of
the shares received, determined as of the reinvestment date.
The Funds intend to distribute to shareholders their excess of net long-
term capital gain over net short-term capital loss ("net capital gain"), if any,
for each taxable year. Such gain is distributed as a capital gain dividend and
is taxable to shareholders as long-term capital gain, regardless of the length
of time the shareholder has held his shares, whether such gain was recognized by
a Fund prior to the date on which a shareholder acquired shares of the Fund and
whether the distribution was paid in cash or reinvested in shares. The
aggregate amount of distributions designated by any Fund as capital gain
dividends may not exceed the net capital gain of a 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
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<PAGE>
written notice mailed by a Fund to shareholders not later than 60 days after the
close of each Fund's respective taxable year.
In the case of corporate shareholders, distributions (other than capital
gain dividends) of a Fund for any taxable year generally qualifies for the 70%
dividends received deduction to the extent of the gross amount of "qualifying
dividends" received by a Fund for the year. Generally, a dividend will be
treated as a "qualifying dividend" if it has been received from a domestic
corporation. However, a dividend received by a taxpayer will not be treated as a
"qualifying dividend" if (1) it has been received with respect to any share of
stock that the taxpayer has held for 45 days (90 days in the case of certain
preferred stock) or less (excluding any day more than 45 days (or 90 days in the
case of certain preferred stock) after the date on which the stock becomes ex-
dividend), or (2) to the extent that the taxpayer is under an obligation
(pursuant to a short sale or otherwise) to make related payments with respect to
positions in substantially similar or related property. RBB will designate the
portion, if any, of the distribution made by a Fund that qualifies for the
dividends received deduction in a written notice mailed by a Fund to
shareholders not later than 60 days after the close of the Fund's taxable year.
Distributions of net investment income received by the Funds 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.
If for any taxable year any Fund does not qualify as a regulated investment
company, all of its taxable income will be subject to tax at regular corporate
rates without any deduction for distributions to shareholders, and all
distributions will be taxable as ordinary dividends to the extent of such Fund's
current and accumulated earning and profits. Such distributions will be
eligible for the dividends received deduction in the case of corporate
shareholders. Investors should be aware that any loss realized on a sale of
shares of a Fund will be disallowed to the extent an investor repurchases shares
of the same Fund within a period of 61 days (beginning 30 days before and ending
30 days after the day of disposition of the shares). Dividends paid by a Fund in
the form of shares within the 61-day period would be treated as a purchase for
this purpose.
A shareholder will recognize gain or loss upon an exchange of shares of a
Fund for shares of another Fund upon exercise of an exchange privilege.
Shareholders may not include the initial sales charge in the tax basis of the
Shares exchanged for shares of another Fund for the purpose of determining gain
or loss on the exchange, where the Shares exchanged have been held 90 days
-38-
<PAGE>
or less. The sales charge will increase the basis of the shares acquired through
exercise of the exchange privilege (unless the shares acquired are also
exchanged for shares of another Fund within 90 days after the first exchange).
The Code imposes a non-deductible 4% excise tax on regulated investment
companies that do not distribute with respect to each calendar year an amount
equal to 98% of their ordinary income for the calendar year plus 98% of their
capital gain net income for the one-year period ending on October 31 of such
calendar year. The balance of such income must be distributed during the next
calendar year. For the foregoing purposes, a company is treated as having
distributed any amount on which it is subject to income tax for any taxable year
ending in such calendar year. Because the Funds intend to distribute all of
their taxable income currently, no Fund anticipates incurring any liability for
this excise tax. However, investors should note that the Funds may in certain
circumstances be required to liquidate investments in order to make sufficient
distributions to avoid excise tax liability.
A 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 RBB that he is not subject to backup withholding or that he
is an "exempt recipient."
The foregoing general discussion of federal income tax consequences is
based on the Code and the regulations issued thereunder as in effect on the date
of this Statement of Additional Information. Future legislative or
administrative changes or court decisions may significantly change the
conclusions expressed herein, and any such changes or decisions may have a
retroactive effect with respect to the transactions contemplated herein.
Although the Funds expect to qualify as a "regulated investment company"
and to be relieved of all or substantially all Federal income taxes, depending
upon the extent of their activities in states and localities in which their
offices are maintained, in which their agents or independent contractors are
located or in which they are otherwise deemed to be conducting business, the
Funds may be subject to the tax laws of such states or localities.
-39-
<PAGE>
DESCRIPTION OF SHARES
RBB has authorized capital of thirty billion shares of Common Stock, $.001
par value per share, of which 13.93 billion shares are currently classified in
82 classes as follows: 100 million shares are classified as Class A Common
Stock (Growth & Income), 100 million shares are classified as Class B Common
Stock, 100 million shares are classified as Class C Common Stock (Balanced), 100
million shares are classified as Class D Common Stock (Tax-Free), 500 million
shares are classified as Class E Common Stock (Money), 500 million shares are
classified as Class F Common Stock (Municipal Money), 500 million shares are
classified as Class G Common Stock (Money), 500 million shares are classified as
Class H Common Stock (Municipal Money), 1 billion shares are classified as Class
I Common Stock (Money), 500 million shares are classified as Class J Common
Stock (Municipal Money), 500 million shares are classified as Class K Common
Stock (Government Money), 1,500 million shares are classified as Class L Common
Stock (Money), 500 million shares are classified as Class M Common Stock
(Municipal Money), 500 million shares are classified as Class N Common Stock
(Government Money), 500 million shares are classified as Class O Common Stock
(N.Y. Money), 100 million shares are classified as Class P Common Stock
(Government), 100 million shares are classified as Class Q Common Stock, 500
million shares are classified as Class R Common Stock (Municipal Money), 500
million shares are classified as Class S Common Stock (Government Money), 500
million shares are classified as Class T Common Stock (International), 500
million shares are classified as Class U Common Stock (High Yield), 500 million
shares are classified as Class V Common Stock (Emerging), 100 million shares are
classified as Class W Common Stock (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
-40-
<PAGE>
classified as Class MM Common Stock (BEA Advisor International), 100 million
shares are classified as Class NN Common Stock (BEA Advisor Emerging), 100
million shares are classified as Class OO Common Stock (BEA Advisor High Yield),
100 million shares are classified as Class PP Common Stock (BEA Advisor Global
Telecom), 100 million shares are classified as Class QQ Common Stock (Boston
Partners Institutional Large Cap), 100 million shares are classified as Class RR
Common Stock (Boston Partners Investor Large Cap), 100 million shares are
classified as Class SS Common Stock (Boston Partners Advisor Large Cap), 100
million shares are classified as Class TT Common Stock (Boston Partners Investor
Mid Cap), 100 million shares are classified as Class UU Common Stock (Boston
Partners Institutional Mid Cap), 100 million shares are classified as Class VV
Common Stock (Boston Partners _________ Bond), 100 million shares are classified
as Class WW Common Stock (Boston Partners Investor_____________ Bond), 50
million shares are classified as Class XX Common Stock (n/i Larger Cap Value),
700 million shares are classified as Class Janney Money Common Stock (Money),
200 million shares are classified as Class Janney Municipal Money Common Stock
(Municipal Money), 500 million shares are classified as Class Janney Government
Money Common Stock (Government Money), 100 million shares are classified as
Class Janney N.Y. Municipal Money Common Stock (N.Y. Money), 1 million shares
are classified as Class Beta 1 Common Stock (Money), 1 million shares are
classified as Class Beta 2 Common Stock (Municipal Money), 1 million shares are
classified as Class Beta 3 Common Stock (Government Money), 1 million shares are
classified as Class Beta 4 Common Stock (N.Y. Money), 1 million shares are
classified as Gamma 1 Common Stock (Money), 1 million shares are classified as
Gamma 2 Common Stock (Municipal Money), 1 million shares are classified as Gamma
3 Common Stock (Government Money), 1 million shares are classified as Gamma 4
Common Stock (N.Y. Money), 1 million shares are classified as Delta 1 Common
Stock (Money), 1 million shares are classified as Delta 2 Common Stock
(Municipal Money), 1 million shares are classified as Delta 3 Common Stock
(Government Money), 1 million shares are classified as Delta 4 Common Stock
(N.Y. Money), 1 million shares are classified as Epsilon 1 Common Stock (Money),
1 million shares are classified as Epsilon 2 Common Stock (Municipal Money), 1
million shares are classified as Epsilon 3 Common Stock (Government Money), 1
million shares are classified as Epsilon 4 Common Stock (N.Y. Money), 1 million
shares are classified as Zeta 1 Common Stock (Money), 1 million shares are
classified as Zeta 2 Common Stock (Municipal Money), 1 million shares are
classified as Zeta 3 Common Stock (Government
-41-
<PAGE>
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 Classes FF, GG, HH and XX Common Stock
constitute the n/i Micro Cap, Growth, Growth & Value and Larger Cap Funds,
respectively. Under RBB's charter, the Board of Directors has the power to
classify or reclassify any unissued shares of Common Stock from time to time.
The classes of Common Stock have been grouped into sixteen separate
"families": the RBB Family, the Cash Preservation Family, the Sansom Street
Family, the Bedford Family, the Bradford Family, the BEA Family, the Janney
Montgomery Scott Money Family, the n/i Family, the Boston Partners Family, the
Beta Family, the Gamma Family, the Delta Family, the Epsilon Family, the Zeta
Family, the Eta Family and the Theta Family. The RBB Family represents
interests in one non-money market portfolio as well as the Money Market and
Municipal Money Market Funds; the Cash Preservation Family represents interests
in the Money Market and Municipal Money Market Funds; the Sansom Street Family
represents interests in the Money Market, Municipal Money Market and Government
Obligations Money Market Funds; Bedford Family represents interests in the Money
Market, Municipal Money Market, Government Obligations Money Market and New York
Municipal Money Market Funds; the Bradford Family represents interests in the
Municipal Money Market and Government Obligations Money Market Funds; the BEA
Family represents interests in ten non-money market portfolios; the n/i Family
represents interests in 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.
-42-
<PAGE>
ADDITIONAL INFORMATION CONCERNING FUND SHARES
RBB does not currently intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. RBB's amended By-
Laws provide that shareholders collectively owning at least ten percent of the
outstanding shares of all classes of Common Stock of RBB have the right to call
for a meeting of shareholders to consider the removal of one or more directors.
To the extent required by law, RBB will assist in shareholder communication in
such matters.
Holders of shares of each class of RBB will vote in the aggregate and not
by class on all matters, except where otherwise required by law. Further,
shareholders of RBB will vote in the aggregate and not by portfolio except as
otherwise required by law or when the Board of Directors determines that the
matter to be voted upon affects only the interests of the shareholders of a
particular portfolio. Rule 18f-2 under the 1940 Act provides that any matter
required to be submitted by the provisions of such Act or applicable state law,
or otherwise, to the holders of the outstanding voting securities of an
investment company such as RBB shall not be deemed to have been effectively
acted upon unless approved by the holders of a majority of the outstanding
voting securities, as defined in the 1940 Act, of each portfolio affected by the
matter. Rule 18f-2 further provides that a portfolio shall be deemed to be
affected by a matter unless it is clear that the interests of each portfolio in
the matter are identical or that the matter does not affect any interest of the
portfolio. Under the Rule, the approval of an investment advisory agreement or
any change in a fundamental investment policy would be effectively acted upon
with respect to a portfolio only if approved by the holders of a majority of the
outstanding voting securities (as defined in the 1940 Act) of such portfolio.
However, the Rule also provides that the ratification of the selection of
independent public accountants, the approval of principal underwriting contracts
and the election of directors are not subject to the separate voting
requirements and may be effectively acted upon by shareholders of an investment
company voting without regard to portfolio.
Notwithstanding any provision of Maryland law requiring a greater vote of
shares of RBB's common stock (or of any class voting as a class) in connection
with any corporate action, unless otherwise provided by law or by RBB's Charter,
RBB may take or authorize such action upon the favorable vote of the holders of
more than 50% of all of the outstanding shares of Common Stock entitled to vote
on the matter voting without regard to class (or portfolio). The name "n/i" may
be used in the name of other portfolios managed by Numeric.
-43-
<PAGE>
MISCELLANEOUS
Counsel. The law firm of Drinker Biddle & Reath LLP, 1100 Philadelphia
National Bank Building, 1345 Chestnut Street, Philadelphia, Pennsylvania 19107-
3496, serves as counsel to RBB and RBB's non-interested directors.
Independent Accountants. Coopers & Lybrand L.L.P., 2400 Eleven Penn
Center, Philadelphia, Pennsylvania 19103, serves as RBB's independent
accountants.
Control Persons. As of September 8, 1997, to RBB's knowledge, the
following named persons at the addresses shown below owned of record
approximately 5% or more of the total outstanding shares of the class of RBB
indicated below. See "Description of Shares" above. RBB does not know whether
such persons also beneficially own such shares.
-44-
<PAGE>
<TABLE>
<CAPTION>
[To be updated]
- ---------------
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
<S> <C> <C>
Cash Preservation Money Jewish Family and Children's 4.21
Market Portfolio Agency of Philadelphia
(Class G) Capital Campaign
Attn: S. Ramm
1610 Spruce Street
Philadelphia, PA 19103
Dominic and Barbara Pisciotta and 19.5
Successors in Trust under the
Dominic and Barbara Pisciotta
Caring Trust
207 Woodmere Way
St. Charles, MO 63303
Cash Preservation Kenneth Farwell and Valerie 11.5
Municipal Money Market Farwell JTTEN
Portfolio 3854 Sullivan
(Class H) St. Louis, MO 63107
Gary L. Lange and 33.2
Susan D. Lange JTTEN
1354 Shady Knoll Ct.
Longwood, FL 32750
Andrew Diederich and 6.3
Doris Diederich JTTEN
1003 Lindeman
Des Peres, MO 63131
</TABLE>
-45-
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
<S> <C> <C>
Gwendoyln Haynes 5.3
2757 Geyer
St. Louis, MO 63104
Savannah Thomas Trust 6.3
200 Madison Ave.
Rock Hill, MD 63119
Sansom Street Money Market Wasner & Co. 23.6
Portfolio FAO Paine Webber and Managed
(Class I) Assets Sundry Holdings
Attn: Joe Domizio
200 Stevens Drive
Lester, PA 19113
Saxon and Co. 74.2
FBO Paine Webber
P.O. Box 7780 1888
Philadelphia, PA 19182
BEA International Equity- Blue Cross & Blue Shield of 6.99
Institutional Class Massachusetts Inc.
(Class T) Retirement Income Trust
100 Summer Street
Boston, MA 02110-2106
Credit Suisse Private Banking 6.95
Dividend Reinvestment Plan
c/o Credit Suisse Private Banking
12 E 49th St., 40th Floor
New York, NY 10017-1028
Indiana University Foundation 5.51
Attn: Walter L. Koon, Jr.
P.O. Box 500
Bloomington, IN 47402-0500
</TABLE>
-46-
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
<S> <C> <C>
Employees Retirement Plan Marshfield 5.33
1000 N. Oak Avenue
Marshfield, WI 54449-5703
State Street Bank & Trust 5.07
FBO Consumers Energy
P.O. Box 1992
Boston, MA 02105-1992
BEA International Equity Trammscorp 89.28
Portfolio - Advisor Class FBO William E. Burns
(Class MM) P.O. Box 6535
Englewood, CO 80155-6535
State Street Bank & Trust Co. 9.33
7101 Golf Colony Ct. Apt 106
Lake Worth, FL 33467-3977
BEA High Yield Portfolio Guenter Full Trust Michelin North 17.98
- - Institutional Class America Inc.
(Class U) Master Trust
P.O. Box 19001
Greenville, SC 29602-9001
C S First Boston Pension Fund 6.39
Park Avenue Plaza, 34th Floor
Attn: Steve Medici
55 E. 52nd Street
New York, NY 10055-0002
SC Johnson & Son, Inc. 12.95
Retirement Plan
1525 Howe Street
Mail Stat 447
Racine, WI 53403-2237
Southdown Inc. Pension Plan 10.02
MAC & Co.
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 31980
BEA High Yield Portfolio- Richard A. Wilson TTEE 96.16
Advisor Class (Class OO) E. Francis Wilson TTEE
The Wilson Family Trust
7612 March Avenue
West Hills, CA 91304-5232
</TABLE>
-47-
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
<S> <C> <C>
BEA Emerging Markets Wachovia Bank North Carolina Trust 23.26
Equity Portfolio- for Carolina Power & Light Co.
Institutional Class Supplemental Retirement Trust
(Class V) 301 N. Main Street
P.O. Box 3073
Winston-Salem, NC 27101-3819
Hall Family Foundation 45.09
P.O. Box 419580
Kansas City, MO 64141-8400
Arkansas Public Employees 16.26
Retirement System
124 W. Capitol Avenue
Little Rock, AR 72201-3704
BEA Emerging Markets Charles Schwab & Co. 82.86
Equity Portfolio - Advisor 101 Montgomery Street
Class (Class NN) San Francisco, CA 94104-4175
Louis C. Demarco 12.59
11 Elvira Ct.
Huntington, NY 11743-6802
BEA US Core Equity Werner & Pfleiderer Pension 7.20
Portfolio - Institutional Plan Employees
Class 663 E. Crescent Avenue
(Class X) Ramsey, NJ 07446-1220
Washington Hebrew Congregation 11.57
3935 Macomb St. NW
Washington, DC 20016-3799
Patterson & Co. 43.97
P.O. Box 7829
Philadelphia, PA 19101-7829
</TABLE>
-48-
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
<S> <C> <C>
Credit Suisse Private Banking 13.29
Dividend Reinvestment Plan
c/o Credit Suisse Private Banking
12 E. 49th St., 40th Floor
New York, New York 10017-1028
Fleet National Bank Trust 6.04
Hospital St. Raphael Malpractice
P.O. Box 92800
Rochester, NY 14692-8900
BEA US Core Fixed Income New England UFCW & Employers' 23.10
Portfolio - Institutional Pension Fund Board of Trustees
Class 161 Forbes Road, Suite 201
(Class Y) Braintree, MA 02184-2606
Patterson & Co. 6.60
P.O. Box 7829
Philadelphia, PA 19101-7829
MAC & Co 5.15
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
Citibank NA 9.86
Trust for CS First Boston Corp
Emp S/P
Attn: Sheila Adams
111 Wall Street, 20th floor Z1
New York, NY 10043-1000
The Valley Foundation 6.68
c/o Enterprise Trust
16450 Los Gatos Boulevard
Suite 210
Los Gatos, CA 95032-5594
DCA Food Industries Inc. 9.09
1501 Franklin Avenue
P.O. Box CS761
Garden City, NY 11530-1699
State Street Bank & Trust TTEE 7.76
Fenway Holdings LLC MasterTrust
P.O. Box 470
Boston, MA 02102-0470
</TABLE>
-49-
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
<S> <C> <C>
BEA Strategic Global Sunkist Master Trust 32.69
Fixed Income Portfolio 14130 Riverside Drive
(Class Z) Sherman Oaks, CA 91423-2313
Patterson & Co. 23.37
P.O. Box 7829
Philadelphia, PA 19101-7829
Key Trust Co. of Ohio 18.90
FBO Eastern Enterp. Collective Inv.
Trust
P.O. Box 94870
Cleveland, OH 44101-4870
Hard & Co. 13.24
Trust for Abtco Inc.
Retirement Plan
c/o Associated Bank, N.A.
100 W. Wisconsin Ave.
Neenah, WI 54956-3012
BEA Municipal Bond Fund William A. Marquard 39.38
Portfolio Institutional 2199 Maysville Rd.
Class (Class AA) Carlisle, KY 40311-9716
Arnold Leon 13.13
c/o Fiduciary Trust Company
P.O. Box 3199
Church Street Station
New York, NY 10008-3199
Irwin Bard 6.50
1750 North East 183rd St.
North Miami Beach, FL 33179-4908
BEA Global Tele- E. M. Warburg Pincus & Co. Inc. 17.88
communications Portfolio 466 Lexington Ave.
- -Advisor Class (Class PP) New York, NY 10017-3140
</TABLE>
-50-
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
<S> <C> <C>
BEA Associates 401k 10.68
153 East 53rd Street
New York NY 10022-4611
John B. Hurford 48.70
153 E. 53rd St., Flr. 57
New York, NY 10022-4611
n/i Micro Cap Fund Charles Schwab & Co. Inc. 15.4
(Class FF) Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
Public Institute for Social Security 6.3
1001 19th Street N, 16th Floor
Arlington, VA 22209
Portland General Corp. Investment 14.3
Trust
Attn: William J. Valach
121 SW Salmon Street
Portland, OR 97202
State Street Bank and Trust Company 7.3
Attn: Kevin Sutton
Solomon Williard Building
One Enterprise Drive
North Quincy, MA 02171
n/i Growth Fund Charles Schwab & Co. Inc. 17.9
(Class GG) Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
</TABLE>
-51-
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
<S> <C> <C>
U.S. Equity Investment Portfolio LP 6.7
c/o Asset Management Advisors Inc.
1001 N. US Hwy 1 STE 800
Jupiter, FL 33477
Portland General Corp VEBA Plan 5.9
Attn: William Valach
121 S.W. Salmon Street
Portland, OR 97202
CitiBank F S B 19.4
Sargent & Lundy Retirement Trust
C/O CitiCorp
Attn: D. Erwin Jr.
1410 N. West Shore Blvd.
Tampa, FL 33607
n/i Growth & Value Charles Schwab & Co. Inc. 21.9
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 6.9
Collins Group Trust I
840 Newport Center Dr.
Newport Beach, CA 92660
Boston Partners Large Cap Dr. Janice B. Yost 26.4
Value Fund - Trust Mary Black Foundation Inc.
Institutional Class Bell Hill-945 E. Main St.
(Class QQ) Spartanburg, SC 29302
Dolomite Products Company Inc. 5.1
Gardner C. Odenbach Treasurer
1150 Penfield Rd.
Rochester, NY 14625-2202
11.1
Shady Side Academy Endowment
423 Fox Chapel Rd.
Pittsburgh, PA 15238
</TABLE>
-52-
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
<S> <C> <C>
Saxon and Co. 12.4
P.O. Box 7780-1888
Philadelphia, PA 19182
Irving Fireman's Relief & 7.4
Retirement Fund
Lou Mayfield - Chairman
601 N. Beltline, Suite 20
Irving, TX 75061
John N. Brodson and 10.1
Paul A. Ebert Trust
55 E. Erie Street
Chicago, IL 60611
Wells Fargo Bank 15.8
Trust Stoel Rives
P.O. Box 9800
Calabasas, CA 91308
Hawaiian Trust Company LTD 6.3
Trust-The Estate of James Campbell
Pension Fund
P.O. Box 3170
Honolulu, HI 96802-3170
Boston Partners Large Cap Fleet National Bank TTEE 7.8
Value Fund - Investor Testa Hurwitz THIB
Class FBO Scott Birnbaum
(Class RR) P.O. Box 92800
Rochester, NY 14692
</TABLE>
-53-
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
<S> <C> <C>
National Financial Corp 26.0
Attn: Mutual Funds, 5th Floor
200 Liberty St., 1 World Financial
Center
New York, NY 10281
Joseph P. Scherer 10.5
Rollover IRA
26 Embassay Ct.
Cherry Hill, NJ 08002
Charles Schwab & Co. Inc. 11.7
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
Linda C. Brodson 7.5
Linda C. Brodson Trust
465 Lakeside Place
Highland, Park, IL 60035
John N. Brodson 7.5
John N. Brodson Trust
465 Lakeside Place
Highland Park, IL 60035
Mark R. Scott 6.2
and Maryann Scott
JTTEN WROS 2543 Longmount Drive
Wexford, PA 15090
Boston Partners MidCap Value Wells Fargo Bank 5.6
Fund - Institutional Class FBO William W. Carter
P.O. Box 1389
San Carlos, CA 94070
USNB of Oregon 80.3
Attn: Mutual Funds
P.O. Box 3168
Portland, OR 97208
Boston Partners MidCap Value National Financial Services Corp. 34.4
Fund - Investor Class Sal Vella
200 Liberty Street
New York, NY 10281
Charles Schwab & Co. Inc. 19.1
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
George B. Smithy, Jr. 16.8
38 Greenwood Road
Wellesley, MA 02181
John N. Brodson 8.3
465 Lakeside Place
Highland Park, IL 60035
</TABLE>
-54-
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
<S> <C> <C>
Linda C. Brodson 8.3
465 Lakeside Place
Highland Park, IL 60035
</TABLE>
As of the above date, directors and officers as a group owned less than one
percent of the shares of RBB.
Litigation. There is currently no material litigation affecting RBB.
Financial Statements. The audited financial statements and notes
thereto in the Funds' Annual Report to Shareholders (the "1996 Annual Report")
for the fiscal year ended August 31, 1996 (the "Financial Statements") are
incorporated by reference into this Statement of Additional Information. No
other parts of the 1996 Annual Report are incorporated by reference herein.
Copies of the 1996 Annual Report may be obtained free of charge by telephoning
PFPC at (800) 348-5031. No financial statements are supplied for the Larger Cap
Value Fund because, as of the date of the Prospectus and this Statement of
Additional Information, the Fund had no operating history.
-55-
<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. It is, however, somewhat more vulnerable to the adverse effects
of changes and circumstances than an obligation carrying a higher designation.
"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 are considered
to have a superior capacity for repayment of short-term promissory obligations.
Prime-1 repayment capacity will normally be evidenced by the following
characteristics: leading market positions in well established industries; high
rates of return on funds employed; conservative capitalization structures with
moderate reliance on debt and ample asset protection; broad margins in earning
coverage of fixed financial charges and high internal cash generation; and well
established
A-1
<PAGE>
access to a range of financial markets and assured sources of alternate
liquidity.
"Prime-2" - Issuers or related supporting institutions are considered
to 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.
"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.
A-2
<PAGE>
"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 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 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.
A-3
<PAGE>
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 is 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
companies and their principal bank subsidiaries. The following summarizes the
rating categories used by IBCA for short-term debt ratings:
"A1+" - Obligations supported by the highest capacity for timely
repayment.
"A1" - Obligations are supported by a strong capacity for timely
repayment.
"A2" - Obligations are supported by a good capacity for timely
repayment, although such capacity may be susceptible to adverse changes in
business, economic or financial conditions.
"A3" - Obligations are supported by a satisfactory capacity for timely
repayment. Such capacity is more susceptible to adverse changes in business,
economic or financial conditions than for obligations in higher categories.
A-4
<PAGE>
"B" - Obligations for which the capacity for timely repayment is
susceptible to adverse changes in business, economic or financial conditions.
"C" - Obligations for which there is an inadequate capacity to ensure
timely repayment.
"D" - Obligations which have a high risk of default or which are
currently in default.
Corporate and Municipal Long-Term Debt Ratings
- ----------------------------------------------
The following summarizes the ratings used by Standard & Poor's for
corporate and municipal 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
A-5
<PAGE>
category is also used for debt subordinated to senior debt that is assigned an
actual or implied or implied "BBB-" rating.
"B" - Debt has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The "B" rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
"BB" or "BB-" rating.
"CCC" - Debt has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial and economic conditions to
meet timely payment of interest and repayment of principal. In the event of
adverse business, financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The "CCC" rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
"B" or "B-" rating.
"CC" - This rating is typically applied to debt subordinated to senior
debt that is assigned an actual or implied "CCC" rating.
"C" - This rating is typically applied to debt subordinated to senior
debt which is assigned an actual or implied "CCC-" debt rating. The "C" rating
may be used to cover a situation where a bankruptcy petition has been filed, but
debt service payments are continued.
"CI" - This rating is reserved for income bonds on which no interest
is being paid.
"D" - Debt is in payment default. This rating is used when interest
payments or principal payments are not made on the date due, even if the
applicable grace period has not expired, unless S & P believes 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.
A-6
<PAGE>
The following summarizes the ratings used by Moody's for corporate and
municipal 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 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
A-7
<PAGE>
probable credit stature upon completion of construction or elimination of basis
of condition.
Moody's applies numerical modifiers 1, 2 and 3 in each generic
classification from "Aa" to "B" in its bond rating system. The modifier 1
indicates that the issuer ranks in the higher end of its generic rating
category; the modifier 2 indicates a mid-range ranking; and the modifier 3
indicates that the issuer ranks at the lower end of its generic rating category.
The following summarizes the long-term debt ratings used by Duff &
Phelps for corporate and municipal 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.
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 and municipal bonds:
A-8
<PAGE>
"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.
"BB," "B," "CCC," "CC," "C," "DDD," "DD," and "D" - Bonds that possess
one of these ratings are considered by Fitch to be speculative investments. The
ratings "BB" to "C" represent Fitch's assessment of the likelihood of timely
payment of principal and interest in accordance with the terms of obligation for
bond issues not in default. For defaulted bonds, the rating "DDD" to "D" is an
assessment of the ultimate recovery value through reorganization or liquidation.
To provide more detailed indications of credit quality, the Fitch
ratings from and including "AA" to "C" 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
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
A-9
<PAGE>
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. 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
higher 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:
"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
A-10
<PAGE>
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.
Municipal Note Ratings
- ----------------------
A Standard and Poor's rating reflects the liquidity concerns and
market access risks unique to notes due in three years or less. The following
summarizes the ratings used by Standard & Poor's Ratings Group for municipal
notes:
"SP-1" - The issuers of these municipal notes exhibit very strong or
strong capacity to pay principal and interest. Those issues determined to
possess overwhelming safety characteristics are given a plus (+) designation.
"SP-2" - The issuers of these municipal notes exhibit satisfactory
capacity to pay principal and interest.
"SP-3" - The issuers of these municipal notes exhibit speculative
capacity to pay principal and interest.
Moody's ratings for state and municipal notes and other short-term
loans are designated Moody's Investment Grade ("MIG") and variable rate demand
obligations are designated Variable
A-11
<PAGE>
Moody's Investment Grade ("VMIG"). Such ratings recognize the differences
between short-term credit risk and long-term risk. The following summarizes the
ratings by Moody's Investors Service, Inc. for short-term notes:
"MIG-1"/"VMIG-1" - Loans bearing this designation are of the best
quality, enjoying strong protection by established cash flows, superior
liquidity support or demonstrated broad-based access to the market for
refinancing.
"MIG-2"/"VMIG-2" - Loans bearing this designation are of high quality,
with margins of protection ample although not so large as in the preceding
group.
"MIG-3"/"VMIG-3" - Loans bearing this designation are of favorable
quality, with all security elements accounted for but lacking the undeniable
strength of the preceding grades. Liquidity and cash flow protection may be
narrow and market access for refinancing is likely to be less well established.
"MIG-4"/"VMIG-4" - Loans bearing this designation are of adequate
quality, carrying specific risk but having protection commonly regarded as
required of an investment security and not distinctly or predominantly
speculative.
"SG" - Loans bearing this designation are of speculative quality and
lack margins of protection.
Fitch and Duff & Phelps use the short-term ratings described under
Commercial Paper Ratings for municipal notes.
A-12
<PAGE>
B-2
<PAGE>
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
(1) Included in Part A of the Registration Statement:
Financing Highlights for the n/i Micro Cap, Growth and Growth and
Value Funds for the period from commencement of operations through
August 31, 1996.
(2) Included in or incorporated by reference into Part B:
None.
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C> <C> <C>
(1) (a) Articles of Incorporation of Registrant. 1
(b) Articles Supplementary of Registrant. 1
(c) Articles of Amendment to Articles of 2
Incorporation of Registrant.
(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
(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
(3) None.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C> <C> <C>
(4) (a) See Articles VI, VII, VIII, IX and XI of 1
Registrant's Articles of Incorporation dated February
17, 1988.
(b) See Articles II, III, VI, XIII, and XIV of 23
Registrant's By-Laws as amended through April 26,
1996.
(5) (a) Investment Advisory Agreement (Money Market) 3
between Registrant and Provident
Institutional Management Corporation, dated
as of August 16, 1988.
(b) Sub-Advisory Agreement (Money Market) between 3
Provident Institutional Management
Corporation and Provident National Bank, dated as of
August 16, 1988.
(c) Investment Advisory Agreement (Tax-Free Money 3
Market) between Registrant and Provident
Institutional Management Corporation, dated
as of August 16, 1988.
(d) Sub-Advisory Agreement (Tax-Free Money 3
Market) between Provident Institutional
Management Corporation and Provident National
Bank, dated as of August 16, 1988.
(e) Investment Advisory Agreement (Government 3
Obligations Money Market) between Registrant
and Provident Institutional Management
Corporation, dated as of August 16, 1988.
(f) Sub-Advisory Agreement (Government 3
Obligations Money Market) between Provident
Institutional Management Corporation and
Provident National Bank, dated as of August 16, 1988.
(k) Investment Advisory Agreement (Balanced) 3
between Registrant and Provident
Institutional Management Corporation, dated
as of August 16, 1988.
(l) Sub-Advisory Agreement (Balanced) between 4
Provident Institutional Management
Corporation and Provident National Bank, dated as of
August 16, 1988.
(m) Investment Advisory Agreement (Tax-Free) 3
between Registrant and Provident
Institutional Management Corporation, dated
as of August 16, 1988.
(n) Sub-Advisory Agreement (Tax-Free) between 3
Provident Institutional Management
Corporation and Provident National Bank, dated as of
August 16, 1988.
(s) Investment Advisory Agreement (Government 8
Securities) between Registrant and Provident
Institutional Management Corporation dated as
of April 8, 1991.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C> <C>
(t) Investment Advisory Agreement (High Yield 8
Bond) between Registrant and Provident
Institutional Management Corporation dated as
of April 8, 1991.
(u) Sub-Advisory Agreement (High Yield Bond) 8
between Registrant and Warburg, Pincus
Counsellors, Inc. dated as of April 8, 1991.
(v) Investment Advisory Agreement (New York 9
Municipal Money Market) between Registrant
and Provident Institutional Management
Corporation dated November 5, 1991.
(w) Investment Advisory Agreement (Equity) 10
between Registrant and Provident
Institutional Management Corporation dated
November 5, 1991.
(x) Sub-Advisory Agreement (Equity) between 10
Registrant, Provident Institutional
Management Corporation and Warburg, Pincus
Counsellors, Inc. dated November 5, 1991.
(y) Investment Advisory Agreement (Tax-Free Money 10
Market) between Registrant and Provident
Institutional Management Corporation dated
April 21, 1992.
(z) Investment Advisory Agreement (BEA 11
International Equity Portfolio) between
Registrant and BEA Associates.
(aa) Investment Advisory Agreement (BEA Strategic 11
Fixed Income Portfolio) between Registrant
and BEA Associates.
(bb) Investment Advisory Agreement (BEA Emerging 11
Markets Equity Portfolio) between Registrant
and BEA Associates.
(cc) Investment Advisory Agreement (Laffer/Canto 14
Equity Portfolio) between Registrant and
Laffer Advisors Incorporated, dated as of
July 21, 1993.
(dd) Sub-Advisory Agreement (Laffer/Canto Sector 12
Equity Portfolio) between PNC Institutional
Management Corporation and Laffer Advisors
Incorporated, dated as of July 21, 1993.
(ee) Investment Advisory Agreement (BEA U.S. Core 15
Equity Portfolio) between Registrant and BEA
Associates, dated as of October 27, 1993.
(ff) Investment Advisory Agreement (BEA U.S. Core 15
Fixed Income Portfolio) between Registrant
and BEA Associates, dated as of October 27,
1993.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C> <C>
(gg) Investment Advisory Agreement (BEA Global 15
Fixed Income Portfolio) between Registrant
and BEA Associates, dated as of October 27, 1993.
(hh) Investment Advisory Agreement (BEA Municipal 15
Bond Fund Portfolio) between Registrant and
BEA Associates, dated as of October 27, 1993.
(ii) Investment Advisory Agreement (Warburg Pincus 14
Growth and Income Fund) between Registrant
and Warburg, Pincus Counsellors, Inc.
(jj) Investment Advisory Agreement (Warburg Pincus 16
Balanced Fund) between Registrant and
Warburg, Pincus Counsellors, Inc.
(kk) Investment Advisory Agreement (BEA Balanced) 16
between Registrant and BEA Associates.
(ll) Investment Advisory Agreement (BEA Short 16
Duration Portfolio) between Registrant and
BEA Associates.
(mm) Investment Advisory Agreement (Warburg Pincus 21
Tax Free Fund) between Registrant and
Warburg, Pincus Counsellors, Inc.
(nn) Investment Advisory Agreement (ni Micro Cap 23
Fund) between Registrant and Numeric
Investors, L.P.
(oo) Investment Advisory Agreement (ni Growth 23
Fund) between Registrant and Numeric
Investors, L.P.
(pp) Investment Advisory Agreement (ni Growth & 23
Value Fund) between Registrant and Numeric
Investors, L.P.
(qq) Investment Advisory Agreement (BEA Global 24
Telecommunications Portfolio) between
Registrant and BEA Associates.
(rr) Investment Advisory Agreement (Boston 26
Partners Large Cap Value Fund) between
Registrant and Boston Partners Asset
Management, L.P.
(ss) Investment Advisory Agreement (Boston
Partners Mid Cap Value Fund) between
Registrant and Boston Partners Asset
Management, L.P.
(6) (r) Distribution Agreement and Supplements 8
(Classes A through Q) between the
Registrant and Counsellors Securities
Inc. dated as of April 10, 1991.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C> <C>
(s) Distribution Agreement Supplement (Classes L, 9
M, N and 0) between the Registrant and
Counsellors Securities Inc. dated as of
November 5, 1991.
(t) Distribution Agreement Supplements (Classes 9
R, S, and Alpha 1 through Theta 4) between
the Registrant and Counsellors Securities
Inc. dated as of November 5, 1991.
(u) Distribution Agreement Supplement (Classes T, 10
U and V) between the Registrant and
Counsellors Securities Inc. dated as of
September 18, 1992.
(v) Distribution Agreement Supplement (Class W) 14
between the Registrant and Counsellors
Securities Inc. dated as of July 21, 1993
(w) Distribution Agreement Supplement (Classes X, 14
Y, Z and AA) between the Registrant and
Counselors Securities Inc.
(x) Distribution Agreement Supplement (Classes BB 18
and CC) between Registrant and Counsellors
Securities Inc. dated as of October 26, 1994.
(y) Distribution Agreement Supplement (Classes DD 18
and EE) between Registrant and Counsellors
Securities Inc. dated as of October 26, 1994.
(z) Distribution Agreement Supplement (Classes L, 19
M, N and O) between the Registrant and
Counsellors Securities Inc.
(aa) Distribution Agreement Supplement (Classes R, 19
S) between the Registrant and Counsellors
Securities Inc.
(bb) Distribution Agreement Supplements (Classes 19
Alpha 1 through Theta 4) between the
Registrant and Counsellors Securities Inc.
(cc) Distribution Agreement Supplement Janney 20
Classes (Alpha 1, Alpha 2, Alpha 3 and Alpha
4) between the Registrant and Counsellors
Securities Inc.
(dd) Distribution Agreement Supplement ni Classes 23
(Classes FF, GG and HH) between Registrant
and Counsellors Securities Inc.
(ee) Distribution Agreement Supplement (Classes 24
II, JJ, KK, and LL) between Registrant and
Counsellors Securities Inc.
(ff) Distribution Agreement Supplement (Classes 24
MM, NN, OO, and PP) between Registrant and
Counsellors Securities Inc.
(gg) Distribution Agreement Supplement (Class QQ) 26
between Registrant and Counsellors Securities
Inc.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C> <C> <C>
(hh) Distribution Agreement Supplement (Class RR) 27
between Registrant and Counsellors Securities
Inc.
(ii) Distribution Agreement Supplement (Class SS) 27
between Registrant and Counsellors Securities
Inc.
(jj) Distribution Agreement Supplement (Class TT)
between Registrant and Counsellors Securities
Inc.
(kk) Distribution Agreement Supplement (Class UU)
between Registrant and Counsellors Securities
Inc.
(7) Fund Office Retirement Profit-Sharing and Trust 7
Agreement, dated as of October 24, 1990.
(8) (a) Custodian Agreement between Registrant and 3
Provident National Bank dated as of
August 16, 1988.
(b) Sub-Custodian Agreement among The Chase 10
Manhattan Bank, N.A., the Registrant and
Provident National Bank, dated as of July 13, 1992,
relating to custody of Registrant's foreign
securities.
(e) Amendment No. 1 to Custodian Agreement dated 9
August 16, 1988.
(f) Agreement between Brown Brothers Harriman & 10
Co. and Registrant on behalf of BEA
International Equity Portfolio, dated
September 18, 1992.
(g) Agreement between Brown Brothers Harriman & 10
Co. and Registrant on behalf of BEA Strategic
Fixed Income Portfolio, dated September 18,
1992.
(h) Agreement between Brown Brothers Harriman & 10
Co. and Registrant on behalf of BEA Emerging
Markets Equity Portfolio, dated September 18,
1992.
(i) Agreement between Brown Brothers Harriman & 15
Co. and Registrant on behalf of BEA Emerging
Markets Equity, BEA International Equity, BEA
Strategic Fixed Income and BEA Global Fixed
Income Portfolios, dated as of November 29,
1993.
(j) Agreement between Brown Brothers Harriman & 15
Co. and Registrant on behalf of BEA U.S. Core
Equity and BEA U.S. Core Fixed Income Portfolios
dated as of November 29, 1993.
(k) Custodian Contract between Registrant and 18
State Street Bank and Trust Company.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C> <C> <C>
(l) Custody Agreement between Registrant and 23
Custodial Trust Company on behalf of ni Micro
Cap Fund, ni Growth Fund and ni Growth &
Value Fund Portfolios of the Registrant.
(m) Custodian Agreement Supplement Between 26
Registrant and PNC Bank, National Association
dated October 16, 1996.
(n) Custodian Agreement Supplement between 27
Registrant and Brown Brothers Harriman & Co.
on behalf of the BEA Municipal Bond Fund.
(o) Custodian Agreement Supplement between Registrant
and PFPC Inc., on behalf of the Boston Partners
Mid Cap Value Fund.
(9) (a) Transfer Agency Agreement (Sansom Street) 3
between Registrant and Provident Financial
Processing Corporation, dated as of
August 16, 1988.
(b) Transfer Agency Agreement (Cash Preservation) 3
between Registrant and Provident Financial
Processing Corporation, dated as of
August 16, 1988.
(c) Shareholder Servicing Agreement (Sansom 3
Street Money Market).
(d) Shareholder Servicing Agreement (Sansom 3
Street Tax-Free Money Market).
(e) Shareholder Servicing Agreement (Sansom 3
Street Government Obligations Money Market).
(f) Shareholder Services Plan (Sansom Street 3
Money Market).
(g) Shareholder Services Plan (Sansom Street Tax- 3
Free Money Market).
(h) Shareholder Services Plan (Sansom Street 3
Government Obligations Money Market).
(i) Transfer Agency Agreement (SafeGuard) between 3
Registrant and Provident Financial Processing
Corporation, dated as of August 16, 1988.
(j) Transfer Agency Agreement (Bedford) between 3
Registrant and Provident Financial Processing
Corporation, dated as of August 16, 1988.
(k) Transfer Agency Agreement (Income 7
Opportunities) between Registrant and
Provident Financial Processing Corporation
dated June 25, 1990.
(l) Administration and Accounting Services 8
Agreement between Registrant and Provident
Financial Processing Corporation, relating to
Government Securities Portfolio, dated as of
April 10, 1991.
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C> <C>
(m) Administration and Accounting Services 9
Agreement between Registrant and Provident
Financial Processing Corporation, relating to
New York Municipal Money Market Portfolio
dated as of November 5, 1991.
(n) Administration and Accounting Services 9
Agreement between Registrant and Provident
Financial Processing Corporation, relating to
Equity Portfolio dated as of November 5, 1991.
(o) Administration and Accounting Services 9
Agreement between Registrant and Provident
Financial Processing Corporation, relating to
High Yield Bond Portfolio, dated as of April 10,
1991.
(p) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation (BEA
International Equity) dated September 18,
1992.
(q) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation (BEA
Strategic Fixed Income) dated September 18,
1992.
(r) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation (BEA
Emerging Markets Equity) dated September 18,
1992.
(s) Transfer Agency Agreement and Supplements 9
(Bradford, Alpha (now known as Janney), Beta,
Gamma, Delta, Epsilon, Zeta, Eta and Theta)
between Registrant and Provident Financial
Processing Corporation dated as of November
5, 1991.
(t) Transfer Agency Agreement Supplement (BEA) 10
between Registrant and Provident Financial
Processing Corporation dated as of September
19, 1992.
(u) Administrative Services Agreement between 10
Registrant and Counsellor's Fund Services,
Inc. (BEA Portfolios) dated September 18,
1992.
(v) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation, relating to
Tax-Free Money Market Portfolio, dated as of April
21, 1992.
(w) Transfer Agency Agreement Supplement 12
(Laffer/Canto) between Registrant and PFPC
Inc. dated as of July 21, 1993.
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C> <C>
(x) Administration and Accounting Services 12
Agreement between Registrant and PFPC Inc.,
relating to Laffer/Canto Equity Fund, dated
July 21, 1993.
(y) Transfer Agency Agreement Supplement (BEA 15
U.S. Core Equity, BEA U.S. Core Fixed Income,
BEA Global Fixed Income and BEA Municipal
Bond Fund Portfolios) between Registrant and
PFPC Inc. dated as October 27, 1993.
(z) Administration and Accounting Services Agreement 15
between Registrant and PFPC Inc.
relating to BEA U.S. Core Equity Portfolio
dated as of October 27, 1993.
(aa) Administration and Accounting Services 15
Agreement between Registrant and PFPC Inc.
(BEA U.S. Core Fixed Income Portfolio) dated
October 27, 1993.
(bb) Administration and Accounting Services 15
Agreement between Registrant and PFPC Inc.
(International Fixed Income Portfolio) dated
October 27, 1993.
(cc) Administration and Accounting Services 15
Agreement between Registrant and PFPC Inc.
(Municipal Bond Fund Portfolio) dated
October 27, 1993.
(dd) Transfer Agency Agreement Supplement (BEA 18
Balanced and Short Duration Portfolios)
between Registrant and PFPC Inc. dated
October 26, 1994.
(ee) Administration and Accounting Services 18
Agreement between Registrant and PFPC Inc.
(BEA Balanced Portfolio) dated October 26, 1994.
(ff) Administration and Accounting Services 18
Agreement between Registrant and PFPC Inc.
(BEA Short Duration Portfolio) dated
October 26, 1994.
(gg) Co-Administration Agreement between 18
Registrant and PFPC Inc. (Warburg Pincus
Growth & Income Fund) dated August 4, 1994.
(hh) Co-Administration Agreement between 18
Registrant and PFPC Inc. (Warburg Pincus
Balanced Fund) dated August 4, 1994.
(ii) Co-Administration Agreement between 18
Registrant and Counsellors Funds Services,
Inc. (Warburg Pincus Growth & Income Fund)
dated August 4, 1994.
(jj) Co-Administration Agreement between 18
Registrant and Counsellors Funds Services,
Inc. (Warburg Pincus Balanced Fund) dated
August 4, 1994.
</TABLE>
-9-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C> <C>
(kk) Administrative Services Agreement Supplement 18
between Registrant and Counsellors Fund
Services, Inc. (BEA Classes) dated
October 26, 1994.
(ll) Co-Administration Agreement between 21
Registrant and PFPC Inc. (Warburg Pincus Tax
Free Fund) dated March 31, 1995.
(mm) Co-Administration Agreement between 21
Registrant and Counsellors Funds Services,
Inc. (Warburg Pincus Tax-Free Fund) dated
March 31, 1995.
(nn) Transfer Agency and Service Agreement between 21
Registrant and State Street Bank and Trust
Company and PFPC, Inc. dated February 1,
1995.
(oo) Supplement to Transfer Agency and Service 21
Agreement between Registrant, State Street
Bank and Trust Company, Inc. and PFPC dated
April 10, 1995.
(pp) Amended and Restated Credit Agreement dated 22
December 15, 1994.
(qq) Transfer Agency Agreement Supplement (ni 23
Micro Cap Fund, ni Growth Fund and ni Growth
& Value Fund) between Registrant and PFPC,
Inc. dated April 14, 1996.
(rr) Administration and Accounting Services 23
Agreement between Registrant and PFPC, Inc.
(ni Micro Cap Fund) dated April 24, 1996.
(ss) Administration and Accounting Services 23
Agreement between Registrant and PFPC, Inc.
(ni Growth Fund) dated April 24, 1996.
(tt) Administration and Accounting Services 23
Agreement between Registrant and PFPC, Inc.
(ni Growth & Value Fund) dated April 24,
1996.
(uu) Administrative Services Agreement between 23
Registrant and Counsellors Fund Services,
Inc. (ni Micro Cap Fund, ni Growth Fund and
ni Growth & Value Fund) dated April 24, 1996.
(vv) Administration and Accounting Services 24
Agreement between Registrant and PFPC, Inc.
(BEA Global Telecommunications Portfolio).
(ww) Co-Administration Agreement between 24
Registrant Investor and BEA Associates (BEA
International Equity Investor Portfolio).
(xx) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA
International Equity Advisor Portfolio).
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C> <C> <C> <C>
(yy) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA Emerging
Markets Equity Investor Portfolio).
(zz) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA Emerging
Markets Equity Advisor Portfolio).
(aaa) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA High Yield
Investor Portfolio).
(bbb) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA High Yield
Advisor Portfolio).
(ccc) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA Global
Telecommunications Investor Portfolio).
(ddd) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA Global
Telecommunications Advisor Portfolio).
(eee) Transfer Agreement and Service Agreement 24
between Registrant and State Street Bank and
Trust Company.
(fff) Administration and Accounting Services 27
Agreement between the Registrant and PFPC
Inc. dated October 16, 1996 (Boston Partners
Large Cap Value Fund).
(ggg) Transfer Agency Agreement Supplement between 26
Registrant and PFPC Inc. (Boston Partners
Institutional Class).
(hhh) Transfer Agency Agreement Supplement between 26
Registrant and PFPC Inc. (Boston Partners
Investor Class).
(iii) Transfer Agency Agreement Supplement between 26
Registrant and PFPC Inc. (Boston Partners
Advisor Class).
(jjj) Transfer Agency Agreement Supplement between
Registrant and PFPC Inc., (Boston Partners
Mid Cap Value Fund, Institutional Class).
(kkk) Transfer Agency Agreement Supplement between
Registrant and PFPC Inc., (Boston Partners
Mid Cap Value Fund, Investor Class).
(lll) Administration and Accounting Services
Agreement between Registrant and PFPC Inc.
dated, May 30, 1997 (Boston Partners Mid Cap
Value Fund).
(10) (a) Incorporated by reference herein to Registrant's
24f-2 Notice for the fiscal year ended August 31,
1996 filed on October 28, 1996. Opinion of Counsel.
</TABLE>
-11-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C> <C> <C> <C>
(11) (a) Consent of Counsel.
(b) Consent of Independent Accountants.
(12) None.
(13) (a) Subscription Agreement (relating to Classes A 2
through N).
(b) Subscription Agreement between Registrant and 7
Planco Financial Services, Inc., relating to
Classes O and P.
(c) Subscription Agreement between Registrant and 7
Planco Financial Services, Inc., relating to
Class Q.
(d) Subscription Agreement between Registrant and 9
Counsellors Securities Inc. relating to
Classes R, S, and Alpha 1 through Theta 4.
(e) Subscription Agreement between Registrant and 10
Counsellors Securities Inc. relating to
Classes T, U and V.
(f) Subscription Agreement between Registrant and 18
Counsellor's Securities Inc. relating to
Classes BB and CC.
(g) Purchase Agreement between Registrant and 21
Counsellors Securities Inc. relating to Class
DD (Warburg Pincus Growth & Income Fund
Series 2).
(h) Purchase Agreement between Registrant and 21
Counsellors Securities Inc. relating to Class
EE (Warburg Pincus Balanced Fund Series 2).
(i) Purchase Agreement between Registrant and 23
Numeric Investors, L.P. relating to Class FF
(ni Micro Cap Fund).
(j) Purchase Agreement between Registrant and 23
Numeric Investors, L.P. relating to Class GG
(ni Growth Fund).
(k) Purchase Agreement between Registrant and 23
Numeric Investors, L.P. relating to Class HH
(ni Growth & Value Fund).
(l) Subscription Agreement between Registrant and 24
Counsellors Securities, Inc. relating to
Classes II through PP.
(m) Purchase Agreement between Registrant and 27
Boston Partners Asset Management, L.P.
relating to Classes QQ, RR and SS. (Boston
Partners Large Cap Value Fund).
(n) Purchase Agreement between Registrant and
Boston Partners Asset Management, L.P.
relating to Classes TT, and UU. (Boston
Partners Mid Cap Value Fund).
</TABLE>
-12-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C> <C> <C> <C>
(14) None.
(15) (a) Plan of Distribution (Sansom Street Money 3
Market).
(b) Plan of Distribution (Sansom Street Tax-Free 3
Money Market).
(c) Plan of Distribution (Sansom Street 3
Government Obligations Money Market).
(d) Plan of Distribution (Cash Preservation 3
Money).
(e) Plan of Distribution (Cash Preservation Tax- 3
Free Money Market).
(f) Plan of Distribution (SafeGuard Equity). 3
(g) Plan of Distribution (SafeGuard Fixed 3
Income).
(h) Plan of Distribution (SafeGuard Balanced). 3
(i) Plan of Distribution (SafeGuard Tax-Free). 3
(j) Plan of Distribution (SafeGuard Money 3
Market).
(k) Plan of Distribution (SafeGuard Tax-Free 3
Money Market).
(1) Plan of Distribution (Bedford Money Market). 3
(m) Plan of Distribution (Bedford Tax-Free Money 3
Market).
(n) Plan of Distribution (Bedford Government 3
Obligations Money Market).
(o) Plan of Distribution (Bedford New York 7
Municipal Money).
(p) Plan of Distribution (SafeGuard Government 7
Securities).
(q) Plan of Distribution (Income Opportunities 7
High Yield).
(r) Amendment No. 1 to Plans of Distribution 8
(Classes A through Q).
(s) Plan of Distribution (Bradford Tax-Free Money 9
Market).
(t) Plan of Distribution (Bradford Government 9
Obligations Money Market).
(u) Plan of Distribution (Alpha (now known as 9
Janney) Money Market).
(v) Plan of Distribution (Alpha (now known as Janney) 9
Tax-Free Money Market (now known as
the Municipal Money Market)).
</TABLE>
-13-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C> <C> <C>
(w) Plan of Distribution (Alpha (now known as 9
Janney) Government Obligations Money Market).
(x) Plan of Distribution (Alpha (now known as 9
Janney) New York Municipal Money Market).
(y) Plan of Distribution (Beta Money Market). 9
(z) Plan of Distribution (Beta Tax-Free Money 9
Market).
(aa) Plan of Distribution (Beta Government 9
Obligations Money Market).
(bb) Plan of Distribution (Beta New York Money 9
Market).
(cc) Plan of Distribution (Gamma Money Market). 9
(dd) Plan of Distribution (Gamma Tax-Free Money 9
Market).
(ee) Plan of Distribution (Gamma Government 9
Obligations Money Market).
(ff) Plan of Distribution (Gamma New York 9
Municipal Money Market).
(gg) Plan of Distribution (Delta Money Market). 9
(hh) Plan of Distribution (Delta Tax-Free Money 9
Market).
(ii) Plan of Distribution (Delta Government 9
Obligations Money Market).
(jj) Plan of Distribution (Delta New York 9
Municipal Money Market).
(kk) Plan of Distribution (Epsilon Money Market). 9
(ll) Plan of Distribution (Epsilon Tax-Free Money 9
Market).
(mm) Plan of Distribution (Epsilon Government 9
Municipal Money Market).
(nn) Plan of Distribution (Epsilon New York 9
Municipal Money Market).
(oo) Plan of Distribution (Zeta Money Market). 9
(pp) Plan of Distribution (Zeta Tax-Free Money 9
Market).
(qq) Plan of Distribution (Zeta Government 9
Obligations Money Market).
(rr) Plan of Distribution (Zeta New York Municipal 9
Money Market).
(ss) Plan of Distribution (Eta Money Market). 9
(tt) Plan of Distribution (Eta Tax-Free Money 9
Market).
</TABLE>
-14-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C> <C> <C>
(uu) Plan of Distribution (Eta Government 9
Obligations Money Market).
(vv) Plan at Distribution (Eta New York Municipal 9
Money Market).
(ww) Plan of Distribution (Theta Money Market). 9
(xx) Plan of Distribution (Theta Tax-Free Money 9
Market).
(yy) Plan of Distribution (Theta Government 9
Obligations Money Market).
(zz) Plan of Distribution (Theta New York 9
Municipal Money Market).
(aaa) Plan at Distribution (Laffer Equity). 12
(bbb) Plan Distribution (Warburg Pincus Growth & 18
Income Series 2).
(ccc) Plan of Distribution (Warburg Pincus Balanced 18
Series 2).
(ddd) Plan of Distribution (BEA International 24
Equity Investor).
(eee) Plan of Distribution (BEA International 24
Equity Advisor).
(fff) Plan of Distribution (BEA Emerging Markets 24
Equity Investor).
(ggg) Plan of Distribution (BEA Emerging Markets 24
Equity Advisor).
(hhh) Plan of Distribution (BEA High Yield 24
Investor).
(iii) Plan of Distribution (BEA High Yield 24
Advisor).
(jjj) Plan of Distribution (BEA Global 24
Telecommunications Investor).
(kkk) Plan of Distribution (BEA Global 24
Telecommunications Advisor).
(lll) Plan of Distribution (Boston Partners Large 26
Cap Value Fund Institutional Class)
(mmm) Plan of Distribution (Boston Partners Large 27
Cap Value Fund Investor Class)
(nnn) Plan of Distribution (Boston Partners Large 27
Cap Value Fund Advisor Class)
(ooo) Plan of Distribution (Boston Partners Mid Cap 27
Value Fund Investor Class)
(ppp) Plan of Distribution (Boston Partners Mid Cap 27
Value Fund Institutional Class)
</TABLE>
-15-
<PAGE>
<TABLE>
<CAPTION>
(b) Exhibits: SEE NOTE #
----------
<S> <C> <C>
(16) (a) Schedule of computation of Performance 3
Quotations
(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.
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.
-16-
<PAGE>
13 Incorporated herein by reference to the same exhibit number Post-
Effective Amendment No. 12 to the Registrant's Registration Statement
(No. 33-20827) filed on July 27, 1993.
14 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 13 to the Registrant's Registration Statement
(No. 33-20827) filed on October 29, 1993.
15 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 14 to the Registrant's Registration Statement
(No. 33-20827) filed on December 21, 1993.
16 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 19 to the Registrant's Registration Statement
(No. 33-20827) filed on October 14, 1994.
17 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 20 to the Registrant's Registration Statement
(No. 33-20827) filed on October 21, 1994.
18 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 21 to the Registrant's Registration Statement
(No. 33 20827) filed on October 28, 1994.
19 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 22 to the Registrant's Registration Statement
(No. 33-20827) filed an December 19, 1994.
20 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 27 to the Registrant's Registration Statement
(No. 33-20827) filed on March 31, 1995.
21 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 28 to the Registrant's Registration Statement
(No. 33-20827) filed on October 6, 1995.
22 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 29 to the Registrant's Registration Statement
(No. 33-20827) filed on October 25, 1995.
23 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 34 to the Registrant's Registration Statement
(No. 33-20827) filed on May 16, 1996.
24 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 37 to the Registrant's Registration Statement
(No. 33-20827) filed July 30, 1996.
25 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 39 to the Registrant's Registration Statement
(No. 33-20827) filed on October 11, 1996.
26 Incorporated herein by reference to the same Exhibit No. of Post-
Effective Amendment No. 41 to the Registrant's Registration Statement
(No. 33-30827) filed on November 27, 1996.
27 Incorporated herein by reference to the same Exhibit No. of Post-
Effective Amendment No. 45 to the Registrant's Registration Statement
(No. 33-30827) filed on May 9, 1997.
-17-
<PAGE>
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
None.
Item 26. NUMBER OF HOLDERS OF SECURITIES
The following information is given as of September 8, 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 62
e) Sansom Street Money Market 3
f) Sansom Street Municipal Money Market 0
g) Sansom Street Government Obligations Money Market 0
h) Bedford Money Market 118,181
i) Bedford Municipal Money Market 4,847
j) Bedford Government Obligations Money Market 3,668
k) Bedford New York Municipal Money Market 3,164
l) RBB Government Securities 546
m) Bradford Municipal Money Market 1
n) Bradford Government Obligations Money Market 1
o) BEA International Equity - Institutional Class 215
p) BEA International Equity - Investor Class 0
q) BEA International Equity - Advisor Class 7
r) BEA High Yield - Institutional Class 77
s) BEA High Yield - Investor Class 0
t) BEA High Yield - Advisor Class 7
u) BEA Emerging Markets Equity - Institutional Class 0
v) BEA Emerging Markets Equity - Investor Class 0
w) BEA Emerging Markets Equity - Advisor Class 6
x) BEA U.S. Core Equity 62
y) BEA U.S. Core Fixed Income 52
z) BEA Strategic Global Fixed Income 18
aa) BEA Municipal Bond Fund 35
bb) BEA Short Duration 0
cc) BEA Balanced 0
dd) BEA Global Telecommunications - Investor Class 0
ee) BEA Global Telecommunications - Advisor Class 19
ff) Janney Montgomery Scott
Money Market 1
gg) Janney Montgomery Scott
Municipal Money Market 1
hh) Janney Montgomery Scott
Government Obligations Money Market 1
ii) Janney Montgomery Scott
New York Municipal Money Market 1
jj) ni Micro Cap 3643
kk) ni Growth 3580
ll) ni Growth & Value 1855
mm) Boston Partners Large Cap Value Fund - Institutional
Class 22
nn) Boston Partners Large Cap Value Fund - Investor Class 27
oo) Boston Partners Large Cap Value Fund - Advisor Class 0
pp) Boston Partners Mid Cap Value Fund - Investor Class 13
qq) Boston Partners Mid Cap Value Fund - Institutional Class 20
</TABLE>
-18-
<PAGE>
Item 27. INDEMNIFICATION
Sections 1, 2, 3 and 4 of Article VIII of Registrant's Articles of
Incorporation, as amended, incorporated herein by reference as Exhibits 1(a) and
1(c), provide as follows:
Section 1. To the fullest extent that limitations on the liability of
directors and officers are permitted by the Maryland General Corporation
Law, no director or officer of the Corporation shall have any liability to
the Corporation or its shareholders for damages. This limitation on
liability applies to events occurring at the time a person serves as a
director or officer of the Corporation whether or not such person is a
director or officer at the time of any proceeding in which liability is
asserted.
Section 2. The Corporation shall indemnify and advance expenses to
its currently acting and its former directors to the fullest extent that
indemnification of directors is permitted by the Maryland General
Corporation Law. The Corporation shall indemnify and advance expenses to
its officers to the same extent as its directors and to such further extent
as is consistent with law. The Board of Directors may by law, resolution or
agreement make further provision for indemnification of directors,
officers, employees and agents to the fullest extent permitted by the
Maryland General Corporation law.
Section 3. No provision of this Article shall be effective to protect
or purport to protect any director or officer of the Corporation against
any liability to the Corporation or its security holders to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
his office.
Section 4. References to the Maryland General Corporation Law in
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,
-19-
<PAGE>
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.
-20-
<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
</TABLE>
-21-
<PAGE>
<TABLE>
<CAPTION>
Position with Other Business Type of
PIMC Name Connections Business
- ------------- ---------------- -------------- --------
<S> <C> <C> <C>
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)
</TABLE>
-22-
<PAGE>
<TABLE>
<CAPTION>
Position with Other Business Type of
PIMC Name Connections Business
- ------------- ---------------- -------------- --------
<S> <C> <C> <C>
Director and Nicholas M. Marsini, Senior Vice President Banking
Chief Jr. PNC Bank, National Association(1)
Financial
Officer
Director Financial-
PFPC Inc. (3) Related
Services
Senior Vice President Banking
and Chief Financial Officer
PNC Bank, Delaware(20)
Director, Vice President and Banking
Treasurer
PNC National Bank(2)
Director Banking
PNC Bank, New Jersey
National Association(16)
Director Fiduciary
PNC Trust Company of New York(11) Activities
Director and Treasurer Holding
PNC Bancorp, Inc. (9) Company
Director and Treasurer Investment
PNC Capital Corp.(17) Activities
Director and Treasurer Banking
PNC Holding Corp.(18)
Director and Treasurer Investment
PNC Venture Corp.(19) Activities
President and Thomas H. Nevin None.
Chief
Investment
Officer
Vice Michelle L. Petrilli Chief Counsel Banking
President and PNC Bank, DE (20)
Secretary
Secretary Financial-
PFPC Inc.(3) Related
Services
Senior Vice Vincent J. Ciavardini President, Chief Financial-
President Financial Officer Related
and Director Services
PFPC Inc.(3)
Director
PNC Asset Management Group, Inc.
Director & President Financial-
PFPC International Ltd. Related
Services
</TABLE>
-23-
<PAGE>
<TABLE>
<CAPTION>
Position with Other Business Type of
PIMC Name Connections Business
- ------------- ---------------- -------------- --------
<S> <C> <C> <C>
Director Financial-
PFPC International (Cayman) Ltd. Related
Services
Director
International Dollar Reserve
Fund, Ltd.
Senior Vice John N. Parthemore None.
President
Vice Stephen M. Wynne Executive Vice President and Financial-
President, Chief Accounting Officer Related
Chief PFPC Inc. (3) Services
Accounting
Officer and
Assistant
Secretary
Director Financial-
PFPC Trustee & Custodial Related
Services, Ltd. Services
Director Financial-
PFPC International (Cayman) Ltd. Related
Services
Executive Vice President Financial-
PFPC International Ltd. Related
Services
Controller Pauline M. Heintz Vice President Financial-
PFPC Inc. (3) Related
Services
Vice Jeffrey W. Carson None.
President
Vice Katherine A. Chuppe None.
President
Vice Mary J. Coldren None.
President
Vice Michele C. Dillon None.
President
Vice Patrick J. Ford None.
President
Vice Richard Hoerner None.
President
Vice Michael S. Hutchinson None.
President
Vice Michael J. Milligan None.
President
Vice G. Keith Robertshaw None.
President
</TABLE>
-24-
<PAGE>
<TABLE>
<CAPTION>
Position with Other Business Type of
PIMC Name Connections Business
- ------------- ---------------- -------------- --------
<S> <C> <C> <C>
Vice William F. Walsh None.
President
Vice Karen J. Walters None.
President
</TABLE>
- ----------------------------
* Information regarding these corporations can be obtained from the office
of the Secretary.
PNC Bank, National Association
Directors
<TABLE>
<CAPTION>
Position with Other Business Type of
PNC Bank Name Connections Business
- ------------- ---------------- -------------- --------
<S> <C> <C> <C>
Director B.R. Brown President and C.E.O. of Coal
Consol, Inc.
Consol Plaza
Pittsburgh, PA 15241
Director Constance E. Clayton Associate Dean, School of Medical
Health & Professor of
Pediatrics
Medical College of PA
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
</TABLE>
-25-
<PAGE>
<TABLE>
<CAPTION>
Position with Other Business Type of
PNC Bank Name Connections Business
- ------------- ---------------- -------------- --------
<S> <C> <C> <C>
Director Thomas H. O'Brien Chairman Banking
PNC Bank, National
Association
One PNC Plaza,
30th Floor
Pittsburgh, PA 15265
Director Dr. J. Dennis O'Connor Provost, The Smithsonian Education
Institution
1000 Jefferson Drive, S.W.
Room 230, MRC 009
Washington, DC 20560
Director Rocco A. Ortenzio Chairman and C.E.O. Medical
Continental Medical
Systems, Inc.
P.O. Box 715
Mechanicsburg, PA 17055
Director Jane G. Pepper President Horticulture
Pennsylvania Horticulture
Society
325 Walnut Street
Philadelphia, PA 19106
Director Robert C. Robb, Jr. President, Lewis, Eckert, Financial and
Robb & Company Management
425 One Plymouth Meeting Consultants
Plymouth Meeting, PA 19462
Director James E. Rohr President and C.E.O. Bank Holding
PNC Bank, National Company
Association
One PNC Plaza, 30th Floor
Pittsburgh, PA 15265
Director Daniel M. Rooney President, Pittsburgh Football
Steelers
Football Club of the
National Football League
300 Stadium Circle
Pittsburgh, PA 15212
Director Seth E. Schofield Chairman, President and Airline
C.E.O.
USAir Group, Inc. and
USAir, Inc.
2345 Crystal Drive
Arlington, VA 22227
</TABLE>
PNC Bank, National Association
Officers
John E. Alden Senior Vice President
James C. Altman Senior Vice President
Lila M. Bachelier Senior Vice President
-26-
<PAGE>
PNC Bank, National Association
Officers
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
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
-27-
<PAGE>
PNC Bank, National Association
Officers
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
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
-28-
<PAGE>
PNC Bank, National Association
Officers
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
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
-29-
<PAGE>
PNC Bank, National Association
Officers
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
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
-30-
<PAGE>
PNC Bank, National Association
Officers
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
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 Richard C. Executive Vice President Banking
and CEO Caldwell PNC Bank, National
Association(1)
Director Banking
PNC National Bank(2)
Director Fiduciary
PNC Trust Company Activities
of New York(11)
Director Investment
Provident Capital Management Advisory
Inc.(5)
Executive Vice President Bank Holding
PNC Bank Corp.(14) Company
Director Banking
PNC Bank, New Jersey, National
Association(16)
Director Financial
PFPC Inc.(3) Related
Services
Director
PNC Institutional Management
Corp.
Director
Compass Capital Group, Inc.
</TABLE>
-31-
<PAGE>
<TABLE>
<CAPTION>
Type of
Position with PAMG Name Other Business Connections Business
- ------------------ ------------ -------------------------- --------
<S> <C> <C> <C>
Director
BlackRock Financial Management,
Inc.
Director
PNC Equity Advisors Co.
Director
PNC Bank, New England
Vice President Laurence D. Chairman and CEO
and Director Fink BlackRock Financial
Management, Inc.
Director
PNC Institutional Management
Corp.
Secretary Pamela Fraser Chief Counsel, Asset Management Banking
Wilford & Trust
PNC Bank, National
Association(1)
Treasurer Brian Lilly None.
and CFO
Assistant Thomas R. Moore Secretary Financial
Secretary PNC International Investment Related
Corporation Services
Vice President and Secretary
Pinaco, Inc.
Vice President and Secretary PNC
Mortgage Bank, N.A.
Secretary and Treasurer
PNC Brokerage Corp.
Vice President Real Estate
Provcor Properties, Inc.
Vice President
Provident Realty Mgmt., Inc.
Director Vincent J. President, CFO and Director PFPC Financial
Ciavardini Inc.(3) Related
Services
Senior Vice President
PNC Institutional Management
Corp.
Director Financial
PFPC International Ltd. Related
Services
Director PFPC International Financial
(Cayman) Ltd. Related
Services
</TABLE>
-32-
<PAGE>
<TABLE>
<CAPTION>
Type of
Position with PAMG Name Other Business Connections Business
- ------------------ ------------ -------------------------- --------
<S> <C> <C> <C>
Director J. Richard Executive Vice President Banking
Carnall 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 Activities
of New York(11)
Director Equipment
Hayden Bolts, Inc.*
Director Real Estate
Parkway R.E. Company*
Director Investment
Provident Capital Management Advisory
Inc.(5)
Chairman and Director Financial
PNC Institutional Management Related
Corp. Services
Director
PFPC International Ltd.
Director Financial
PFPC International (Cayman) Ltd. Related
Services
Director Investment
Advanced Investment Management Advisory
Chairman Mutual Fund
International Dollar Reserve
Fund, Ltd.
Chief Equity Young D. Chin Chairman, President, CEO, Chief Investment
Officer Investment Officer and Director Advisory
Provident Capital Management
Inc.(5)
Chairman
PNC Equity Advisors Company
Director
CastleRock Capital Management
Director Ralph L. President
Schlosstein BlackRock Financial
Management, Inc.
</TABLE>
-33-
<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
Warburg Pincus New York Intermediate Municipal Bond Fund
-34-
<PAGE>
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>
NET COMPENSATION
NAME OF UNDERWRITING ON REDEMPTION
PRINCIPAL DISCOUNTS AND AND BROKERAGE OTHER
UNDERWRITER COMMISSIONS REPURCHASE COMMISSIONS COMPENSATION
----------- ----------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Counsellors $ 0 $ 0 $ 0 $17,199,881
Securities
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).
-35-
<PAGE>
(3) PNC Institutional Management Corporation (formerly Provident
Institutional Management Corporation), Bellevue Corporate Center, 103
Bellevue Parkway, Wilmington, Delaware 19809 (records relating to its
functions as investment adviser, sub-adviser and administrator).
(4) PFPC Inc. (formerly Provident Financial Processing Corporation),
Bellevue Corporate Center, 400 Bellevue Parkway, Wilmington, Delaware
19809 (records relating to its functions as transfer agent and
dividend disbursing agent).
(5) Drinker Biddle & Reath LLP., Philadelphia National Bank Building,
1345 Chestnut Street, Philadelphia, Pennsylvania 19107-3496
(Registrant's Articles of Incorporation, By-Laws and Minute Books).
(6) BEA Associates, One Citicorp Center, 153 East 53rd Street, New York,
New York 10022 (records relating to its function as investment
adviser).
(7) Numeric Investors, L.P., 1 Memorial Drive, Cambridge, Massachusetts
02142 (records relating to its function as investment adviser).
(8) Boston Partners Assets Management, L.P., One Financial Center, 43rd
Floor, Boston, Massachusetts 02111 (records relating to its function
as investment adviser).
Item 31. MANAGEMENT SERVICES
None.
Item 32. UNDERTAKINGS
(a) Registrant hereby undertakes to hold a meeting of shareholders for
the purpose of considering the removal of directors in the event the
requisite number of shareholders so request.
(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.
-36-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this registration statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Post-Effective
Amendment No. 47 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 6th 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 October 6, 1997
- ---------------------- Executive Officer) and
Edward J. Roach Treasurer (Principal
Financial and Accounting
Officer)
*Donald van Roden Director October 6, 1997
- ----------------------
Donald van Roden
*Francis J. McKay Director October 6, 1997
- ----------------------
Francis J. McKay
*Marvin E. Sternberg Director October 6, 1997
- ----------------------
Marvin E. Sternberg
*Julian A. Brodsky Director October 6, 1997
- ----------------------
Julian A. Brodsky
*Arnold M. Reichman Director October 6, 1997
- ----------------------
Arnold M. Reichman
*Robert Sablowsky Director October 6, 1997
- ----------------------
Robert Sablowsky
*By:/s/ Edward J. Roach October 6, 1997
-------------------
Edward J. Roach
</TABLE>
-37-
<PAGE>
Attorney-in-Fact
-38-
<PAGE>
THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Donald van Roden,
hereby constitutes and appoints Edward J. Roach and Michael P. Malloy, his true
and lawful attorneys, to execute in his name, place, and stead, in his capacity
as Director or officer, or both, of the Company, the Registration Statement and
any amendments thereto and all instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission; and
said attorneys shall have full power and authority to do and perform in his name
and on his behalf, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as he might or could do in person, said acts of said attorneys being hereby
ratified and approved.
DATED: April 23, 1997
/s/ Donald van Roden
- ----------------------------
Donald van Roden
<PAGE>
THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Marvin E.
Sternberg, hereby constitutes and appoints Edward J. Roach and Michael P.
Malloy, his true and lawful attorneys, to execute in his name, place, and stead,
in his capacity as Director or officer, or both, of the Company, the
Registration Statement and any amendments thereto and all instruments necessary
or incidental in connection therewith, and to file the same with the Securities
and Exchange Commission; and said attorneys shall have full power and authority
to do and perform in his name and on his behalf, in any and all capacities,
every act whatsoever requisite or necessary to be done in the premises, as fully
and to all intents and purposes as he might or could do in person, said acts of
said attorneys being hereby ratified and approved.
DATED: April 23, 1997
/s/ Marvin E. Sternberg
- ---------------------------
Marvin E. Sternberg
<PAGE>
THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Arnold Reichman,
hereby constitutes and appoints Edward J. Roach and Michael P. Malloy, his true
and lawful attorneys, to execute in his name, place, and stead, in his capacity
as Director or officer, or both, of the Company, the Registration Statement and
any amendments thereto and all instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission; and
said attorneys shall have full power and authority to do and perform in his name
and on his behalf, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as he might or could do in person, said acts of said attorneys being hereby
ratified and approved.
DATED: April 23, 1997
/s/ Arnold Reichman
- ---------------------------
Arnold Reichman
<PAGE>
THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Francis J. McKay,
hereby constitutes and appoints Edward J. Roach and Michael P. Malloy, his true
and lawful attorneys, to execute in his name, place, and stead, in his capacity
as Director or officer, or both, of the Company, the Registration Statement and
any amendments thereto and all instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission; and
said attorneys shall have full power and authority to do and perform in his name
and on his behalf, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as he might or could do in person, said acts of said attorneys being hereby
ratified and approved.
DATED: April 23, 1997
/s/ Francis J. McKay
- ---------------------------
Francis J. McKay
<PAGE>
THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Julian Brodsky,
hereby constitutes and appoints Edward J. Roach and Michael P. Malloy, his true
and lawful attorneys, to execute in his name, place, and stead, in his capacity
as Director or officer, or both, of the Company, the Registration Statement and
any amendments thereto and all instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission; and
said attorneys shall have full power and authority to do and perform in his name
and on his behalf, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as he might or could do in person, said acts of said attorneys being hereby
ratified and approved.
DATED: April 23, 1997
/s/ Julian Brodsky
- ---------------------------
Julian Brodsky
<PAGE>
THE RBB FUND, INC.
(the "Company")
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Robert Sablowsky,
hereby constitutes and appoints Edward J. Roach and Michael P. Malloy, his true
and lawful attorneys, to execute in his name, place, and stead, in his capacity
as Director or officer, or both, of the Company, the Registration Statement and
any amendments thereto and all instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission; and
said attorneys shall have full power and authority to do and perform in his name
and on his behalf, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as he might or could do in person, said acts of said attorneys being hereby
ratified and approved.
DATED: April 23, 1997
/s/ Robert Sablowsky
- ---------------------------
Robert Sablowsky
<PAGE>
THE RBB FUND, INC.
EXHIBIT INDEX
-------------
Exhibits
--------
(5)(ss) Investment Advisory Agreement (Boston Partners Mid Cap Value
Fund) between Registrant and Boston Partners Asset Management,
L.P.
(6)(jj) Distribution Agreement Supplement (Class TT) between Registrant
and Counsellors Securities Inc.
(6)(kk) Distribution Agreement Supplement (Class UU) between Registrant
and Counsellors Securities Inc.
(8)(o) Custodian Agreement Supplement between Registrant and PFPC Inc.,
on behalf of Boston Partners Mid Cap Value Fund.
(9)(jjj) Transfer Agency Agreement Supplement between Registrant and PFPC
Inc., (Boston Partners Mid Cap Value Fund, Institutional Class).
(9)(kkk) Transfer Agency Agreement Supplememt Between Registrant and PFPC
Inc., (Boston Partners Mid Cap Value Fund, Investor Class).
(9)(lll) Administration and Accounting Services Agreement between
Registrant and PFPC Inc. dated, May 30, 1997 (Boston Partners Mid
Cap Value Fund).
(10)(a) Opinion of Counsel and Consent.
(11)(a) Included in Exhibit 10(a).
(11)(b) Consent of Independent Accountants.
(13)(n) Purchase Agreement between Registrant and Boston Partners Asset
Management, L.P. relating to Classes TT and UU. (Boston Partners
Mid Cap Value Fund).
<PAGE>
Exhibit (5)(ss)
INVESTMENT ADVISORY AGREEMENT
-----------------------------
Boston Partners Mid Cap Value Fund
AGREEMENT made as of May 30, 1997 between THE RBB FUND, INC., a
Maryland corporation (herein called the "Fund"), and Boston Partners Asset
Management, L.P. (herein called the "Investment Advisor").
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940 (the "1940 Act") and currently
offers or proposes to offer shares representing interests in separate investment
portfolios; and
WHEREAS, the Fund desires to retain the Investment Advisor to render
certain investment advisory services to the Fund with respect to the Fund's
Boston Partners Mid Cap Value Fund (the "Portfolio"), and the Investment Advisor
is willing to so render such services.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and intending to be legally bound hereby, it is agreed between
the parties hereto as follows:
1. Appointment. The Fund hereby appoints the Investment Advisor to
-----------
act as investment advisor for the Portfolio for the period and on the terms set
forth in this Agreement. The Investment Advisor accepts such appointment and
agrees to render the services herein set forth, for the compensation herein
provided.
2. Delivery of Documents. The Fund has furnished the Investment
---------------------
Advisor with copies properly certified or authenticated of each of the
following:
(a) Resolutions of the Board of Directors of the Fund
authorizing the appointment of the Investment Advisor and the execution and
delivery of this Agreement;
(b) Each prospectus and statement of additional information
relating to any class of Shares representing interests in the Portfolio of the
Fund in effect under the 1933 Act (such prospectus and statement of additional
information, as presently in effect and as they shall from time to time be
amended and supplemented, are herein collectively called the "Prospectus" and
"Statement of Additional Information," respectively).
The Fund will promptly furnish the Investment Advisor from time to
time with copies, properly certified or
<PAGE>
authenticated, of all amendments of or supplements to the foregoing, if any.
In addition to the foregoing, the Fund will also provide the
Investment Advisor with copies of the Fund's Charter and By-laws, and any
registration statement or service contracts related to the Portfolio, and will
promptly furnish the Investment Advisor with any amendments of or supplements to
such documents.
3. Management of the Portfolio. Subject to the supervision of the
---------------------------
Board of Directors of the Fund, the Investment Advisor will provide for the
overall management of the Portfolio including (i) the provision of a continuous
investment program for the Portfolio, including investment research and
management with respect to all securities, investments, cash and cash
equivalents in the Portfolio, (ii) the determination from time to time of what
securities and other investments will be purchased, retained, or sold by the
Fund for the Portfolio, and (iii) the placement from time to time of orders for
all purchases and sales made for the Portfolio. The Investment Advisor will
provide the services rendered by it hereunder in accordance with the Portfolio's
investment objectives, restrictions and policies as stated in the applicable
Prospectus and the Statement of Additional Information, provided that the
Investment Adviser has actual notice or knowledge of any changes by the Board of
Directors to such investment objectives, restrictions or policies. The
Investment Advisor further agrees that it will render to the Fund's Board of
Directors such periodic and special reports regarding the performance of its
duties under this Agreement as the Board may reasonably request. The Investment
Advisor agrees to provide to the Fund (or its agents and service providers)
prompt and accurate data with respect to the Portfolio's transactions and, where
not otherwise available, the daily valuation of securities in the Portfolio.
4. Brokerage. Subject to the Investment Advisor's obligation to
---------
obtain best price and execution, the Investment Advisor shall have full
discretion to select brokers or dealers to effect the purchase and sale of
securities. When the Investment Advisor places orders for the purchase or sale
of securities for the Portfolio, in selecting brokers or dealers to execute such
orders, the Investment Advisor is expressly authorized to consider the fact that
a broker or dealer has furnished statistical, research or other information or
services for the benefit of the Portfolio directly or indirectly. Without
limiting the generality of the foregoing, the Investment Advisor is authorized
to cause the Portfolio to pay brokerage commissions which may be in excess of
the lowest rates available to brokers who execute transactions for the Portfolio
or who otherwise provide brokerage and research services utilized by the
Investment Advisor, provided that the Investment Advisor
-2-
<PAGE>
determines in good faith that the amount of each such commission paid to a
broker is reasonable in relation to the value of the brokerage and research
services provided by such broker viewed in terms of either the particular
transaction to which the commission relates or the Investment Advisor's overall
responsibilities with respect to accounts as to which the Investment Advisor
exercises investment discretion. The Investment Advisor may aggregate
securities orders so long as the Investment Advisor adheres to a policy of
allocating investment opportunities to the Portfolio over a period of time on a
fair and equitable basis relative to other clients. In no instance will the
Portfolio's securities be purchased from or sold to the Fund's principal
underwriter, the Investment Advisor, or any affiliated person thereof, except to
the extent permitted by SEC exemptive order or by applicable law.
The Investment Advisor shall report to the Board of Directors of the
Fund at least quarterly with respect to brokerage transactions that were entered
into by the Investment Advisor, pursuant to the foregoing paragraph, and shall
certify to the Board that the commissions paid were reasonable in terms either
of that transaction or the overall responsibilities of the Advisor to the Fund
and the Investment Advisor's other clients, that the total commissions paid by
the Fund were reasonable in relation to the benefits to the Fund over the long
term, and that such commissions were paid in compliance with Section 28(e) of
the Securities Exchange Act of 1934.
5. Conformity with Law; Confidentiality. The Investment Advisor
------------------------------------
further agrees that it will comply with all applicable rules and regulations of
all federal regulatory agencies having jurisdiction over the Investment Advisor
in the performance of its duties hereunder. The Investment Advisor will treat
confidentially and as proprietary information of the Fund all records and other
information relating to the Fund and will not use such records and information
for any purpose other than performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing by the
Fund, which approval shall not be unreasonably withheld and may not be withheld
where the Investment Advisor may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Fund.
6. Services Not Exclusive. The Investment Advisor and its officers
----------------------
may act and continue to act as investment managers for others, and nothing in
this Agreement shall in any way be deemed to restrict the right of the
Investment Advisor to perform investment management or other services for any
other person or entity, and the performance of such services for others shall
not be deemed to violate or give rise to any duty or obligation to the Portfolio
or the Fund.
-3-
<PAGE>
Nothing in this Agreement shall limit or restrict the Investment
Advisor or any of its partners, officers, affiliates or employees from buying,
selling or trading in any securities for its or their own account. The Fund
acknowledges that the Investment Advisor and its partners, officers, affiliates,
employees and other clients may, at any time, have, acquire, increase, decrease,
or dispose of positions in investments which are at the same time being acquired
or disposed of for the Portfolio. The Investment Advisor shall have no
obligation to acquire for the Portfolio a position in any investment which the
Investment Advisor, its partners, officers, affiliates or employees may acquire
for its or their own accounts or for the account of another client, so long as
it continues to be the policy and practice of the Investment Advisor not to
favor or disfavor consistently or consciously any client or class of clients in
the allocation of investment opportunities so that, to the extent practical,
such opportunities will be allocated among clients over a period of time on a
fair and equitable basis.
The Investment Advisor agrees that this Paragraph 6 does not
constitute a waiver by the Fund of the obligations imposed upon the Investment
Advisor to comply with Sections 17(d) and 17(j) of the 1940 Act, and the rules
thereunder, nor constitute a waiver by the Fund of the obligations imposed upon
the Investment Advisor under Section 206 of the Investment Advisers Act of 1940
and the rules thereunder. Further, the Investment Advisor agrees that this
Paragraph 6 does not constitute a waiver by the Fund of the fiduciary obligation
of the Investment Advisor arising under federal or state law, including Section
36 of the 1940 Act. The Investment Advisor agrees that this Paragraph 6 shall
be interpreted consistent with the provisions of Section 17(i) of the 1940 Act.
7. Books and Records. In compliance with the requirements of Rule
-----------------
31a-3 under the 1940 Act, the Investment Advisor hereby agrees that all records
which it maintains for the Portfolio are the property of the Fund and further
agrees to surrender promptly to the Fund any of such records upon the Fund's
request. The Investment Advisor further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
8. Expenses. During the term of this Agreement, the Investment
--------
Advisor will pay all expenses incurred by it in connection with its activities
under this Agreement. The Portfolio shall bear all of its own expenses not
specifically assumed by the Investment Advisor. General expenses of the Fund not
readily identifiable as belonging to a portfolio of the Fund shall be allocated
among all investment portfolios by or under the direction of the Fund's Board of
Directors in such manner as the Board determines to be fair and equitable.
Expenses borne by
-4-
<PAGE>
the Portfolio shall include, but are not limited to, the following (or the
portfolio's share of the following): (a) the cost (including brokerage
commissions) of securities purchased or sold by the Portfolio and any losses
incurred in connection therewith; (b) fees payable to and expenses incurred on
behalf of the Portfolio by the Investment Advisor; (c) filing fees and expenses
relating to the registration and qualification of the Fund and the Portfolio's
shares under federal and/or state securities laws and maintaining such
registrations and qualifications; (d) fees and salaries payable to the Fund's
directors and officers; (e) taxes (including any income or franchise taxes) and
governmental fees; (f) costs of any liability and other insurance or fidelity
bonds; (g) any costs, expenses or losses arising out a liability of or claim for
damages or other relief asserted against the Fund or the Portfolio for violation
of any law; (h) legal, accounting and auditing expenses, including legal fees of
special counsel for the independent directors; (i) charges of custodians and
other agents; (j) expenses of setting in type and printing prospectuses,
statements of additional information and supplements thereto for existing
shareholders, reports, statements, and confirmations to shareholders and proxy
material that are not attributable to a class; (k) costs of mailing
prospectuses, statements of additional information and supplements thereto to
existing shareholders, as well as reports to shareholders and proxy material
that are not attributable to a class; (1) any extraordinary expenses; (m) fees,
voluntary assessments and other expenses incurred in connection with membership
in investment company organizations; (n) costs of mailing and tabulating proxies
and costs of shareholders' and directors' meetings; (o) costs of independent
pricing services to value a portfolio's securities; and (p) the costs of
investment company literature and other publications provided by the Fund to its
directors and officers. Distribution expenses, transfer agency expenses,
expenses of preparation, printing and mailing, prospectuses, statements of
additional information, proxy statements and reports to shareholders, and
organizational expenses and registration fees, identified as belonging to a
particular class of the Fund are allocated to such class.
If the expenses borne by the Portfolio in any fiscal year exceed the
most restrictive applicable expense limitations imposed by the securities
regulations of any state in which the Shares of the Portfolio are registered or
qualified for sale to the public, the Investment Advisor shall reimburse the
Portfolio for any excess up to the amount of the fees payable by the Portfolio
to it during such fiscal year pursuant to Paragraph 9 hereof in the same
proportion that its fees bear to the total fees paid by the Fund for investment
advisory services in respect of the Portfolio; provided, however, that
-------- -------
notwithstanding the foregoing, the Investment Advisor shall reimburse the
Portfolio for such excess expenses regardless of the amount of such fees
-5-
<PAGE>
payable to it during such fiscal year to the extent that the securities
regulations of any state in which the Shares are registered or qualified for
sale so require.
9. Voting. The Investment Advisor shall have the authority to vote
------
as agent for the Fund, either in person or by proxy, tender and take all actions
incident to the ownership of all securities in which Portfolio's assets may be
invested from time to time, subject to such policies and procedures as the Board
of Directors of the Fund may adopt from time to time.
10. Reservation of Name. The Investment Advisor shall at all times
-------------------
have all rights in and to the Portfolio's name and all investment models used by
or on behalf of the Portfolio. The Investment Advisor may use the Portfolio's
name or any portion thereof in connection with any other mutual fund or business
activity without the consent of any shareholder and the Fund shall execute and
deliver any and all documents required to indicate the consent of the Fund to
such use.
11. Compensation.
------------
(a) For the services provided and the expenses assumed pursuant
to this Agreement with respect to the Portfolio, the Fund will pay the
Investment Advisor from the assets of the Portfolio and the Investment Advisor
will accept as full compensation therefor a fee, computed daily and payable
monthly, at the annual rate of .80% of the Portfolio's average daily net assets.
(b) The fee attributable to the Portfolio shall be satisfied only
against assets of the Portfolio and not against the assets of any other
investment portfolio of the Fund.
12. Limitation of Liability of the Investment Advisor. The Investment
-------------------------------------------------
Advisor shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Fund in connection with the matters to which this
Agreement relates, except a loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services or a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of the Investment
Advisor in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement ("disabling conduct"). The Portfolio
will indemnify the Investment Advisor against and hold it harmless from any and
all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any claim, demand, action or suit not
resulting from disabling conduct by the Investment Advisor. Indemnification
shall be made only following: (i) a final decision on the merits by a court or
other body before whom the proceeding was brought that the Investment Advisor
was not liable
-6-
<PAGE>
by reason of disabling conduct or (ii) in the absence of such a decision, a
reasonable determination, based upon a review of the facts, that the Investment
Advisor was not liable by reason of disabling conduct by (a) the vote of a
majority of a quorum of directors of the Portfolio who are neither "interested
persons" of the Portfolio nor parties to the proceeding ("disinterested non-
party directors") or (b) an independent legal counsel in a written opinion. The
Investment Advisor shall be entitled to advances from the Portfolio for payment
of the reasonable expenses incurred by it in connection with the matter as to
which it is seeking indemnification in the manner and to the fullest extent
permissible under the Maryland General Corporation Law. The Investment Advisor
shall provide to the Portfolio a written affirmation of its good faith belief
that the standard of conduct necessary for indemnification by the Portfolio has
been met and a written undertaking to repay any such advance if it should
ultimately be determined that the standard of conduct has not been met. In
addition, at least one of the following additional conditions shall be met: (a)
the Investment Advisor shall provide a security in form and amount acceptable to
the Portfolio for its undertaking; (b) the Portfolio is insured against losses
arising by reason of the advance; or (c) a majority of a quorum of disinterested
non-party directors, or independent legal counsel, in a written opinion, shall
have determined, based upon a review of facts readily available to the Portfolio
at the time the advance is proposed to be made, that there is reason to believe
that the Investment Advisor will ultimately be found to be entitled to
indemnification. Any amounts payable by the Portfolio under this Section shall
be satisfied only against the assets of the Portfolio and not against the assets
of any other investment portfolio of the Fund.
The limitations on liability and indemnification provisions of this
paragraph 12 shall not be applicable to any losses, claims, damages, liabilities
or expenses arising from the Investment Advisor's rights to the Portfolio's
name. The Investment Advisor shall indemnify and hold harmless the Fund and the
Portfolio for any claims arising from the use of the term "Boston Partners" in
the name of the Portfolio.
13. Duration and Termination. This Agreement shall become effective
------------------------
with respect to the Portfolio upon approval of this Agreement by vote of a
majority of the outstanding voting securities of the Portfolio and, unless
sooner terminated as provided herein, shall continue with respect to the
Portfolio until August 16, 1998. Thereafter, if not terminated, this Agreement
shall continue with respect to the Portfolio for successive annual periods
ending on August 16 provided such continuance is specifically approved at least
--------
annually (a) by the vote of a majority of those members of the Board of
Directors of the Fund who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for
-7-
<PAGE>
the purpose of voting on such approval, and (b) by the Board of Directors of the
Fund or by vote of a majority of the outstanding voting securities of the
Portfolio; provided, however, that this Agreement may be terminated with respect
-------- -------
to the Portfolio by the Fund at any time, without the payment of any penalty, by
the Board of Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio, on 60 days' prior written notice to the
Investment Advisor, or by the Investment Advisor at any time, without payment of
any penalty, on 60 days' prior written notice to the Fund. This Agreement will
immediately terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same meaning as such terms
have in the 1940 Act).
14. Amendment of this Agreement. No provision of this Agreement may
---------------------------
be changed, discharged or terminated orally, except by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought, and no amendment of this Agreement affecting the
Portfolio shall be effective until approved by vote of the holders of a majority
of the outstanding voting securities of the Portfolio.
15. Miscellaneous. The captions in this Agreement are included for
-------------
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by Delaware law.
16. Change in Membership. The Investment Advisor shall notify the
--------------------
Fund of any change in its membership within a reasonable time after such change.
-8-
<PAGE>
17. Governing Law. This Agreement shall be governed by and construed
-------------
and enforced in accordance with the laws of the State of Delaware without giving
effect to the conflicts of laws principles thereof.
18. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
THE RBB FUND, INC.
By:/s/ Edward J. Roach
-------------------------
Edward J. Roach
President
BOSTON PARTNERS ASSET
MANAGEMENT, L.P., by BOSTON
PARTNERS, INC., General
Partner
By:/s/ William J. Kelly
-------------------------
William J. Kelly,
Treasurer
-9-
<PAGE>
Exhibt (6)(jj)
DISTRIBUTION AGREEMENT SUPPLEMENT
(Boston Partners Mid Cap Value Fund)
(Investor Class)
This supplemental agreement is entered into this 30th day of May,
1997, by and between THE RBB FUND, INC. (the "Fund") and COUNSELLORS SECURITIES,
INC. (the "Distributor").
The Fund is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Fund and the
Distributor have entered into a Distribution Agreement, dated as of April 10,
1991 (as from time to time amended and supplemented, the "Distribution
Agreement"), pursuant to which the Distributor has undertaken to act as
distributor for the Fund, as more fully set forth therein. Certain capitalized
terms used without definition in this Distribution Agreement Supplement have the
meaning specified in the Distribution Agreement.
The Fund agrees with the Distributor as follows:
1. Adoption of Distribution Agreement. The Distribution Agreement
----------------------------------
is hereby adopted for the Boston Partners Mid Cap Value Fund Investor Class of
Common Stock (Class TT) of the Fund.
2. Payment of Fees. For all services to be rendered, facilities
---------------
furnished and expenses paid or assumed by the Distributor as provided in the
Distribution Agreement and herein, the Fund shall pay the Distributor a monthly
12b-1 fee on the first business day of each month, based upon the average daily
value (as determined on each business day at the time set forth in the
Prospectus for determining net asset value per share) of the net assets of the
Class during the preceding month, at an annual rate of 0.25%.
3. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. COUNSELLORS SECURITIES, INC.
By: /s/ Edward J. Roach By: /s/ Eugene L. Podsiadlo
---------------------- -----------------------
Name:Edward J. Roach Name:Eugene L. Podsiadlo
Title:President & Treasurer Title:Senior Vice President
<PAGE>
Exhibit (6)(kk)
DISTRIBUTION AGREEMENT SUPPLEMENT
(Boston Partners Mid Cap Value Fund)
(Institutional Class)
This supplemental agreement is entered into this 30th day of May,
1997, by and between THE RBB FUND, INC. (the "Fund") and COUNSELLORS SECURITIES,
INC. (the "Distributor").
The Fund is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Fund and the
Distributor have entered into a Distribution Agreement, dated as of April 10,
1991 (as from time to time amended and supplemented, the "Distribution
Agreement"), pursuant to which the Distributor has undertaken to act as
distributor for the Fund, as more fully set forth therein. Certain capitalized
terms used without definition in this Distribution Agreement Supplement have the
meaning specified in the Distribution Agreement.
The Fund agrees with the Distributor as follows:
1. Adoption of Distribution Agreement. The Distribution Agreement is
----------------------------------
hereby adopted for the Boston Partners Mid Cap Value Fund Institutional Class of
Common Stock (Class UU) of the Fund.
2. Payment of Fees. For all services to be rendered, facilities
---------------
furnished and expenses paid or assumed by the Distributor as provided in the
Distribution Agreement and herein, the Fund shall pay the Distributor a monthly
12b-1 fee on the first business day of each month, based upon the average daily
value (as determined on each business day at the time set forth in the
Prospectus for determining net asset value per share) of the net assets of the
Class during the preceding month, at an annual rate of 0.15%.
3. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. COUNSELLORS SECURITIES,INC.
By: /s/ Edward J. Roach By: /s/ Eugene L. Podsiadlo
---------------------- -----------------------
Name:Edward J. Roach Name:Eugene L. Podsiadlo
Title:President & Treasurer Title:Senior Vice President
<PAGE>
Exhibit (8)(o)
CUSTODIAN AGREEMENT SUPPLEMENT
(Boston Partners Mid Cap Value Fund)
This supplemental agreement is entered into this 30th day of May, 1997 by
and between THE RBB FUND, INC. (the "Company") and PFPC Inc., a Delaware
corporation (the "Custodian Agent"), which is an indirect, wholly-owned
subsidiary of PNC Bank Corp.
The Company is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Company and the
Custodian have entered into a Custodian Agreement, dated as of August 16, 1988
(as from time to time amended and supplemented, the "Custodian Agreement"),
pursuant to which the Custodian has undertaken to act as custodian for the
Company with respect to the portfolios of the Fund, as more fully set forth
therein. Certain capitalized terms used without definition in this Custodian
Agreement Supplement have the meaning specified in the Custodian Agreement.
The Fund agrees with the Custodian as follows:
1. Adoption of Custodian Agreement. The Custodian Agreement is hereby
-------------------------------
adopted for the Boston Partners Mid Cap Value Fund.
2. Compensation. As compensation for the services rendered by the
------------
Custodian during the term of the Custodian Agreement, the Fund will pay to the
Custodian, with respect to Boston Partners Mid Cap Value Fund, monthly fees as
shall be agreed to from time to time by the Fund and the Custodian.
3. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. PFPC INC.
By: /s/ Edward J. Roach By: /s/ Stephen M. Wynne
------------------------- ----------------------
Name: Edward J. Roach Name: Stephen M. Wynne
Title: President & Treasurer Title: EVP
<PAGE>
May 30, 1997
The RBB Fund, Inc.
Re: Custodian Fees (Boston Partners Mid Cap Value Fund)
---------------------------------------------------
Dear Sir/Madam:
This letter constitutes our agreement with respect to compensation to be
paid to PNC Bank, National Association ("PNC Bank") under the terms of a
Custodian Agreement dated August 16, 1988 between you (the "Fund") and PNC Bank
(the "Agreement"). Pursuant to Paragraph 21 of the Agreement, and in
consideration of the services to be provided to you, you will pay PNC Bank the
following:
1. An annual custody fee for each investment portfolio (a "Portfolio")
of the Fund of $.15 for each $1,000 of average gross assets, which
custody fee shall be calculated daily and paid monthly.
2. A transaction charge of $15.00 for each purchase or sale of a
security or delivery of a security for reissuance or delivery of a
security upon its maturity date, $30.00 for each purchase, sale or
expiration of an option contract (round trip), $50.00 for each
purchase, sale or expiration of a futures contract (round trip), and
$15.00 for each repurchase trade (round trip).
3. PNC Bank's out-of-pocket expenses, including but not limited to the
cost to PNC Bank for providing postage, telephone, telex, transfer
and registration fees ($10.00 per item), interest claim fees ($50.00
per claim), confirmation fees, Federal Express and Federal Reserve
wire fees, on behalf of the Fund.
4. A minimum monthly fee of $1,000 for each Portfolio of the Fund,
exclusive of any transaction charges and out-of-pocket expenses.
-2-
<PAGE>
The fee for the period from the day of the year this agreement is entered
into until the end of that year shall be pro-rated according to the proportion
which such period bears to the full annual period.
If the foregoing accurately sets forth our agreement and you intend to be
legally bound thereby, please execute a copy of this letter and return it to us.
Very truly yours,
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Stephen M. Wynne
-------------------------------
Name: Stephen M. Wynne
Title: Executive Vice President
ACCEPTED:
THE RBB FUND, INC.
By: /s/ Edward J. Roach
----------------------------
Name: Edward J. Roach
Title: President & Treasurer
-3-
<PAGE>
Exhibit (9)(jjj)
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Boston Partners Classes)
(Institutional Class)
This supplemental agreement is entered into this 30th day of May, 1997
by and between THE RBB FUND, INC. (the "Company") and PFPC Inc., a Delaware
corporation (the "Transfer Agent"), which is an indirect, wholly-owned
subsidiary of PNC Bank Corp.
The Company is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Company and the
Transfer Agent have entered into a Transfer Agency Agreement, dated as of
November 5, 1991 (as from time to time amended and supplemented, the "Transfer
Agency Agreement"), pursuant to which the Transfer Agent has undertaken to act
as transfer agent, registrar and dividend disbursing agent for the Company with
respect to the Shares of the Company, as more fully set forth therein. Certain
capitalized terms used without definition in this Transfer Agency Agreement
Supplement have the meaning specified in the Transfer Agency Agreement.
The Fund agrees with the Transfer Agent as follows:
1. Adoption of Transfer Agency Agreement. The Transfer Agency Agreement
-------------------------------------
is hereby adopted for the Boston Partners Mid Cap Value Fund (the "Fund")
Institutional Class of Common Stock (Class UU) of the Fund.
2. Compensation. As compensation for the services rendered by the
------------
Transfer Agent during the term of the Transfer Agency Agreement, the Fund will
pay to the Transfer Agent, with respect to such Class of the Fund, monthly fees
that shall be agreed to from time to time by the Company and the Transfer Agent,
for each account open at any time during the month for which payment is being
made, plus certain of the Transfer Agent's expenses relating to such services.
3. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this
Agreement, intending to be legally bound hereby, as of the date and year first
above written.
THE RBB FUND, INC. PFPC INC.
By: /s/ Edward J. Roach By: /s/ George W. Gainer Jr.
---------------------------- -------------------------------
Name:Edward J. Roach Name:George W. Gainer Jr.
Title:President & Treasurer Title:Executive Vice President
<PAGE>
Exhibit (9)(kkk)
TRANSFER AGENCY AGREEMENT SUPPLEMENT
(Boston Partners Classes)
(Investor Class)
This supplemental agreement is entered into this 30th day of May, 1997
by and between THE RBB FUND, INC. (the "Company") and PFPC Inc., a Delaware
corporation (the "Transfer Agent"), which is an indirect, wholly-owned
subsidiary of PNC Bank Corp.
The Company is a corporation organized under the laws of the State of
Maryland and is an open-end management investment company. The Company and the
Transfer Agent have entered into a Transfer Agency Agreement, dated as of
November 5, 1991 (as from time to time amended and supplemented, the "Transfer
Agency Agreement"), pursuant to which the Transfer Agent has undertaken to act
as transfer agent, registrar and dividend disbursing agent for the Company with
respect to the Shares of the Company, as more fully set forth therein. Certain
capitalized terms used without definition in this Transfer Agency Agreement
Supplement have the meaning specified in the Transfer Agency Agreement.
The Fund agrees with the Transfer Agent as follows:
1. Adoption of Transfer Agency Agreement. The Transfer Agency Agreement
-------------------------------------
is hereby adopted for the Boston Partners Mid Cap Value Fund (the "Fund")
Investor Class of Common Stock (Class TT) of the Fund.
2. Compensation. As compensation for the services rendered by the
------------
Transfer Agent during the term of the Transfer Agency Agreement, the Fund will
pay to the Transfer Agent, with respect to such Class of the Fund, monthly fees
that shall be agreed to from time to time by the Company and the Transfer Agent,
for each account open at any time during the month for which payment is being
made, plus certain of the Transfer Agent's expenses relating to such services.
3. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
intending to be legally bound hereby, as of the date and year first above
written.
THE RBB FUND, INC. PFPC INC.
By: /s/ Edward J. Roach By: /s/ George W. Gainer Jr.
---------------------------- -------------------------------
Name:Edward J. Roach Name:George W. Gainer Jr.
Title:President & Treasurer Title:Executive Vice President
<PAGE>
May 30, 1997
THE RBB FUND, INC.
Re: Transfer Agency Services Fees (Boston Partners Mid Cap Value Fund)
------------------------------------------------------------------
Dear Sir/Madam:
This letter constitutes our agreement with respect to compensation to
be paid to PFPC Inc. (formerly Provident Financial Processing Corporation)
("PFPC") under the terms of a Transfer Agency Services Agreement dated November
5, 1991 (the "Agreement") and the Transfer Agency Agreement Supplement, each
dated _______, 1997, with respect to the Boston Partners Mid Cap Value Fund of
The RBB Fund, Inc. (the "Fund"), between the Fund and PFPC. Pursuant to
Paragraph 16 of the Agreement, and in consideration of the services to be
provided to the Institutional and Investor Classes of the Boston Partners Mid
Cap Value Fund (the "Portfolio") of the Fund, you will pay PFPC certain fees,
and reimburse PFPC certain out-of-pocket expenses, as follows:
1) Account Fee:
Annual, Semi-Annual Dividend: $10.00 per account per annum
Quarterly Dividend: $12.00 per account per annum
Monthly Dividend: $15.00 per account per annum
Daily Accrual Dividend: $18.00 per account per annum
Inactive Account: $ .30 per account per month
For contingent deferred sales charge classes, our per account fees will
increase by 12% per account.
Fees shall be calculated and paid monthly based on one-twelfth (1/12th)
of the annual fee. An inactive account is defined as having a zero
balance with no dividend payable. Inactive accounts are purged annually
after year-end tax reporting.
2) Transaction Charges:
Master/Omnibus Account: $1.25 per purchase/redemption
Wire order desk: $6.00 per broker call to place
transactions
New Account opening: $ .40 per account (electronic
interface)
$5.00 per account (paper)
Checkwriting: $1.85 per account per year
.50 per check (returned)
<PAGE>
.10 per check (not returned)
Commission Cycle: $ .25 per account per
calculation
12b-1 Calculation: $ .25 per account per
calculation
3) Fundserv/Networking:
NSCC Direct Out-of-Pocket Charges/1/:
-------------------------------------
Participant Fee: $50.00 per month
CPU Access Fee: $40.00 per month
Transaction Fee: $ .50 each
PNC System Access Charges/2/:
-----------------------------
Base Facility Use Fee: $500.00 per month per fund family
Transaction Fees per month per transaction based on total transactions
each month as follows:
$ .50 per transaction for 1 to
1000 transactions
.46 per transaction for 1000
to 2000 transactions
.40 per transaction for over
2000 transactions
4) NSCC Networking:
NSCC Direct out-of-pocket Charges/1/:
-------------------------------------
Membership Fee: $250.00 per month
Sub-Account Fee: $ .045 per month per sub-account-
Daily/Monthly Dividend
$ .03 per month per sub-account-
Other
- --------
1. NSCC will deduct its monthly fee on the 15th of each month from PNC's
cash settlement that day. PFPC will include these charges on its next
bill as out-of-pocket expenses.
2. Plus: out-of-pocket expenses for settlements; wire charges; NSCC pickup
charges; hardware, CRT's, modems; line (if required); etc.
-2-
<PAGE>
Position File Fee: $100.00 per position file per CUSIP
for more than 2 positions per
CUSIP per month
PNC System Access Charges/2/:
-----------------------------
Base Facility Use Fee: $325.00 per month per fund family
Sub-Account Fees: $ .05 per month per sub-account
Position File Fee: $100.00 per position file per
CUSIP for more than 2
position files per CUSIP
per month
5) Additional Out-of-Pocket Expenses
a. Toll-free lines (if required)
b. forms, envelopes, checks, checkbooks
c. Postage (bulk, pre-sort, first-class current prevailing
rates)
d. Federal Express, delivery, courier services, mailgrams
e. Hardware/phone lines for data transmissions and remote
terminal(s) (if required)
f. Data transmissions: $20.00 per transmission, per end
point
g. Microfiche/microfilm
h. Wire fee for receipt: $10.00 per domestic wire
$15.00 per international
wire
Wire fee for disbursement: $15.00 per domestic wire
$15.00 per international
wire
i. ACH Transaction Charge: $.20 per item
j. Mailing fee: Approximately $.08 per item, standard
inserts $.015 each
k. Cost of proxy solicitation, mailing and tabulation:
Processing $350.00 base fee
$ .30 per proxy issued (5,000
accounts and up)
$ .45 per proxy issued (less than
5,000 accounts)
$100.00 plus travel expenses for judge
of elections
Postal and Federal Express as incurred
l. Certificate issuance fee: $2.00 per certificate, any
additional reports/services to be negotiated
- -------------
2. Plus: out-of-pocket expenses for settlements; wire charges; NSCC pickup
charges; hardware, CRT's, modems; line (if required); etc.
-3-
<PAGE>
m. Record retention storage
n. "B"/"C" notice mailing and IRS levies: $3.00 per item
o. Locating lost shareholders in anticipation of
escheating: $7.50 per name
p. Consolidated statements: $200.00 setup plus $.20 per
page, per production
q. Class "B" to "A" aging exchanges: $100.00 per run; plus $.40
per account
r. Sales tracking system interfaces: negotiated time and expenses
s. Fulfillment
t. Audio Response System
u. Creation of user tapes: $100 per occurrence
v. Labels: $.06 each; $100 minimum
w. Reruns for bad price, dividend factors, etc.: time and
material cost
x. Ad hoc reports: Standard $.01 per record processed
plus $100.00 set up fee
y. Individual state tax filing
z. PC Fax: $5.00 per fax
aa. Retroactive record dates: $100.00 plus $.025 per
account
bb. Development/programming cost: negotiated time and
material
cc. Conversion expenses: to be determined
dd. Disaster recovery (as incurred)
ee. Travel expenses as required
ff. Training expenses as required ($75.00 per hour)
6) Additional Expenses (Which May be Paid by Shareholders):
a. IRA/Keough Processing: $10.00 per account per annum
5.50 new account set-up fee
10.00 per transfer out
b. Exchange Fee: $ 5.00
c. Stop Payments: $ 9.50 each
Non-Sufficient Funds: 25.00 each
Check Copies: 2.50 each
d. Account Transcripts: $35.00 each
(within 3 most
recent years)
7) Monthly Base Fee:
$3,000 per class per Portfolio plus per account charges, excluding
transaction charges and out-of-pocket expenses.
-4-
<PAGE>
The fee for the period from the date hereof until the end of the year
shall be prorated according to the proportion which such period bears to the
full annual period.
If the foregoing accurately sets forth our agreement and you intend to
be legally bound thereby, please execute a copy of this letter and return it to
us.
Very truly yours,
PFPC INC.
By: /s/ George W. Gainer Jr.
------------------------------
Name:George W. Gainer Jr.
Title:Executive Vice President
ACCEPTED:
THE RBB FUND, INC.
By: /s/ Edward J. Roach
--------------------------
Name:Edward J. Roach
Title:President & Treasurer
-5-
<PAGE>
May 30, 1997
The RBB Fund, Inc.
Re: TRANSFER AGENCY SERVICES FEE WAIVER
-----------------------------------
Boston Partners Mid Cap Value Fund
----------------------------------
Dear Sir/Madam:
PFPC Inc. ("PFPC") agrees to waive certain fees under two Transfer
Agency Services Agreement dated November 5, 1991, and the Transfer Agency
Agreement Supplements, each dated May 30, 1997 between PFPC and The RBB Fund,
Inc. on behalf of its Boston Partners Large Cap Value Fund (the "Portfolio") as
follows: for the first two years of the Portfolio's operations, PFPC shall waive
50% of its monthly base fee (excluding miscellaneous fees and out-of-pocket
costs) to the extent the monthly base fee is applicable; thereafter, PFPC's
monthly base fee shall be charged in full. Thus, during the twenty-fifth
calendar month and thereafter, the Portfolio shall pay 100% of the monthly base
fee.
Very truly yours,
PFPC INC.
By: /s/ George W. Gainer Jr.
-------------------------
Name:George W. Gainer Jr.
Title:EVP
Acknowledged:
THE RBB FUND, INC.
By: /s/ Edward J. Roach
-------------------------
Name:Edward J. Roach
Title:President & Treasurer
<PAGE>
Exhibit (9)(lll)
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
TERMS AND CONDITIONS
This Agreement is made as of May 30, 1997 by and between THE RBB FUND,
INC., a Maryland corporation (the "Fund"), and PFPC INC., a Delaware corporation
("PFPC"), which is an indirect wholly-owned subsidiary of PNC Bank Corp.
The Fund is registered as an open-end, non-diversified investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund
wishes to retain PFPC to provide administration and accounting services to its
Boston Partners Mid Cap Value Fund (the "Portfolio"), and PFPC wishes to furnish
such services.
In consideration of the promises and mutual covenants herein contained, the
parties agree as follows:
1. Definitions.
-----------
(a) "1933 Act" means the Securities Act of 1933, as amended.
--------
(b) "1934 Act" means the Securities Exchange Act of 1934, as
--------
amended.
(c) "Authorized Person" means any officer of the Fund and any other
-------------------
person, duly authorized by the Fund's Board of Directors, to give Oral and
Written Instructions on behalf of the Fund and listed on the Certificate
attached hereto as Appendix B or any amendment thereto as may be received by
PFPC from time to time. An Authorized Person's scope of authority may be
limited by the Fund by setting forth such limitation on the Certificate.
1
<PAGE>
(d) "Book-Entry System" means Federal Reserve Treasury book-entry
-------------------
system for United States and federal agency securities, its successor or
successors, and its nominee or nominees and any book-entry system maintained by
an exchange registered with the SEC under the 1934 Act.
(e) "Oral Instructions" mean oral instructions received by PFPC
-------------------
from an Authorized Person or from a person reasonably believed by PFPC to be an
Authorized Person.
(f) "SEC" means the Securities and Exchange Commission.
-----
(g) "Shares" mean the shares of common stock of the Fund
--------
representing an interest in the Portfolio.
(h) "Property" means:
----------
(i) any and all securities and other investment items of the
Portfolio which the Fund may from time to time deposit,
or cause to be deposited, with PFPC or which PFPC may
from time to time hold for the Fund on behalf of the
Portfolio;
(ii) all income in respect of any of such securities or other
investment items;
(iii) all proceeds of the sale of any of such securities or
investment items; and
(iv) all proceeds of the sale of Shares which are received by
PFPC from time to time, from or on behalf of the Fund.
(i) "Written Instructions" mean written instructions signed by two
----------------------
Authorized Persons and received by PFPC. The instructions may be delivered by
hand, mail, tested telegram, cable, telex or facsimile sending device.
2
<PAGE>
2. Appointment. The Fund hereby appoints PFPC to provide administration
-----------
and accounting services to the Portfolio, in accordance with the terms set forth
in this Agreement. PFPC accepts such appointment and agrees to furnish such
services.
3. Delivery of Documents.
---------------------
The Fund has provided or, where applicable, will provide PFPC with
the following:
(a) certified or authenticated copies of the resolutions of the
Fund's Board of Directors, approving the appointment of PFPC to
provide services pursuant to this Agreement;
(b) a copy of the Fund's most recent effective registration
statement;
(c) a copy of the Fund's advisory agreement or agreements with
respect to the Portfolio;
(d) a copy of the Fund's distribution agreement or agreements with
respect to the Portfolio;
(e) a copy of any additional administration agreement with respect
to the Portfolio;
(f) copies of any shareholder servicing agreements made in respect
of the Portfolio; and
(g) certified or authenticated copies of any and all amendments or
supplements to the foregoing.
4. Compliance with Government Rules and Regulations.
------------------------------------------------
PFPC undertakes to comply with all applicable requirements of the
1933 Act, the 1934 Act and the 1940 Act, and any laws, rules and regulations of
governmental authorities having jurisdiction with respect to all duties to be
performed by PFPC hereunder. Except as specifically set forth herein, PFPC
assumes no responsibility for such compliance by the Fund.
3
<PAGE>
5. Instructions.
------------
Unless otherwise provided in this Agreement, PFPC shall act only upon
oral and Written Instructions.
PFPC shall be entitled to rely upon any Oral and Written Instructions
it receives from an Authorized Person (or from a person reasonably believed by
PFPC to be an Authorized Person) pursuant to this Agreement. PFPC may assume
that any Oral or Written Instruction received hereunder is not in any way
inconsistent with the provisions of organizational documents or this Agreement
or of any vote, resolution or proceeding of the Fund's Board of Directors or of
the Fund's shareholders.
The Fund agrees to forward to PFPC Written Instructions confirming
Oral Instructions so that PFPC receives the Written Instructions by the close of
business on the same day that such Oral Instructions are received. The fact that
such confirming Written Instructions are not received by PFPC shall in no way
invalidate the transactions or enforceability of the transactions authorized by
the Oral Instructions. The Fund further agrees that PFPC shall incur no
liability to the Fund in acting upon Oral or Written Instructions provided such
instructions reasonably appear to have been received from an Authorized Person.
6. Right to Receive Advice.
-----------------------
(a) Advice of the Fund. If PFPC is in doubt as to any action it
------------------
should or should not take, PFPC may request directions or advice, including Oral
or Written Instructions, from the Fund.
4
<PAGE>
(b) Advice of Counsel. If PFPC shall be in doubt as to any
-----------------
questions of law pertaining to any action it should or should not take, PFPC may
request advice at its own cost from such counsel of its own choosing (who may be
counsel for the Fund, the Fund's advisor or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
------------------
directions, advice or Oral or Written Instructions PFPC receives from the Fund,
and the advice it receives from counsel, PFPC shall be entitled to rely upon and
follow the advice of counsel.
(d) Protection of PFPC. PFPC shall be protected in any action it
------------------
takes or does not take in reliance upon directions, advice or Oral or Written
Instructions it receives from the Fund or from counsel and which PFPC believes,
in good faith, to be consistent with those directions, advice and Oral or
Written Instructions.
Nothing in this paragraph shall be construed so as to impose an
obligation upon PFPC (i) to seek such directions, advice or Oral or Written
Instructions, or (ii) to act in accordance with such directions, advice or Oral
or Written Instructions unless, under the terms of other provisions of this
Agreement, the same is a condition of PFPC's properly taking or not taking such
action.
7. Records.
-------
The books and records pertaining to the Fund, which are in the
possession of PFPC, shall be the property of the Fund.
5
<PAGE>
Such books and records shall be prepared and maintained as required by the 1940
Act and other applicable securities laws, rules and regulations. The Fund and
Authorized Persons shall have access to such books and records at all times
during PFPC's normal business hours. Upon the reasonable request of the Fund,
copies of any such books and records shall be provided by PFPC to the Fund or to
an Authorized Person at the Fund's expense to be paid from the assets of the
Portfolio.
PFPC shall keep the following records:
(a) all books and records with respect to the Portfolios books of
account;
(b) records of the Portfolio's securities transactions;
(c) all other books and records as PFPC is required to maintain
pursuant to Rule 3la-1 of the 1940 Act and as specifically set
forth in Appendix B hereto.
8. Confidentiality.
---------------
PFPC agrees to keep confidential all records of the Fund and
information relative to the Fund and its shareholders (past, present and
potential), unless the release of such records or information is otherwise
consented to, in writing, by the Fund. The Fund agrees that such consent shall
not be unreasonably withheld. The Fund further agrees that, should PFPC be
required to provide such information or records to duly constituted authorities
(who may institute civil or criminal contempt proceedings for failure to
comply), PFPC shall not be
6
<PAGE>
required to seek the Fund's consent prior to disclosing such information.
9. Liaison with Accountants.
------------------------
PFPC shall act as liaison with the Fund's independent public
accountants and shall provide account analyses, fiscal year summaries, and other
audit-related schedules, all with respect to the Portfolio. PFPC shall take all
reasonable action in the performance of its obligations under this Agreement to
assure that the necessary information is made available to such accountants for
the expression of their opinion, as such may be required by the Fund from time
to time.
10. Disaster Recovery.
-----------------
PFPC shall enter into and shall maintain in effect with appropriate
parties one or more agreements making reasonable provision of emergency use of
electronic data processing equipment to the extent appropriate equipment is
available. In the event of equipment failures, PFPC shall, at no additional
expense to the Fund, take reasonable steps to minimize service interruptions but
shall have no liability with respect thereto.
11. Compensation.
------------
As compensation for services rendered by PFPC during the term of this
Agreement, the Fund will pay to PFPC from the assets of the Portfolio a fee or
fees as may be agreed to in writing by the Fund and PFPC.
7
<PAGE>
12. Indemnification.
---------------
The Fund agrees to indemnify and hold harmless PFPC and its nominees
from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under the 1933 Act, the 1934
Act and the 1940 Act, and any state and foreign securities and blue sky laws,
and amendments thereto, and expenses, including (without limitation) attorneys'
fees and disbursements, arising directly or indirectly from any action which
PFPC takes or does not take (i) at the request or on the direction of or in
reliance on the advice of the Fund or (ii) upon Oral or Written Instructions.
Neither PFPC, nor any of its nominees, shall be indemnified against any
liability to the Fund or to its shareholders (or any expenses incident to such
liability) arising out of PFPC's own willful misfeasance, gross negligence or
reckless disregard of its duties and obligations under this Agreement.
13. Responsibility of PFPC.
----------------------
PFPC shall be under no duty to take any action on behalf of the Fund
except as specifically set forth herein or as may be specifically agreed to by
PFPC in writing. PFPC shall be obligated to exercise care and diligence in the
performance of its duties hereunder, to act in good faith and to use its best
efforts, within reasonable limits, in performing services provided for under
this Agreement. PFPC shall be responsible for failure to perform its duties
under this Agreement arising out of PFPC's gross negligence. Notwithstanding the
foregoing, PFPC
8
<PAGE>
shall not be responsible for losses beyond its control, provided that PFPC has
acted in accordance with the standard of care set forth above; and provided
further that PFPC shall only be responsible for that portion of losses or
damages suffered by the fund that are attributable to the gross negligence of
PFPC.
Without limiting the generality of the foregoing or of any other
provision of this Agreement, PFPC, in connection with its duties under this
Agreement, shall not be liable for (a) the validity or invalidity or authority
or lack thereof of any Oral or Written Instruction, notice or other instrument
which conforms to the applicable requirements of this Agreement, and which PFPC
reasonably believes to be genuine; or (b) delays or errors or loss of data
occurring by reason of circumstances beyond PFPC's control, including acts of
civil or military authority, national emergencies, labor difficulties, fire,
flood or catastrophe, acts of God, insurrection, war, riots or failure of the
mails, transportation, communication or power supply.
Notwithstanding anything in this Agreement to the contrary, PFPC
shall have no liability to the Fund for any consequential, special or indirect
losses or damages which the Fund may incur or suffer by or as a consequence of
PFPC's performance of the services provided hereunder, whether or not the
likelihood of such losses or damages was known by PFPC.
9
<PAGE>
14. Description of Accounting Services on a Continuing Basis.
--------------------------------------------------------
PFPC will perform the following accounting functions
with respect to the Portfolio if required:
(i) Journalize investment, capital share and income and expense
activities;
(ii) verify investment buy/sell trade tickets when received from the
investment advisor (the "Advisor") and transmit trades to the
Fund's foreign custodian (the "Custodian") for proper settlement;
(iii) Maintain individual ledgers for investment securities;
(iv) Maintain historical tax lots for each security;
(v) Reconcile cash and investment balances with the Custodian, and
provide the Advisor with the beginning cash balance available for
investment purposes;
(vi) Update the cash availability throughout the day as required by
the Advisor;
(vii) Post to and prepare the Statement of Assets and Liabilities and
the Statement of Operations;
(viii) Calculate various contractual expenses (e.g., advisory and
----
custody fees);
(ix) Monitor the expense accruals and notify an officer of the Fund
of any proposed adjustments;
(x) Control all disbursements and authorize such disbursements upon
Written Instructions;
(xi) Calculate capital gains and losses;
(xii) Determine net income;
(xiii) Obtain security market quotes from independent pricing services
approved by the Advisor, or if such quotes are unavailable, then
obtain such prices from Advisor, and in either case calculate the
market value of the investments;
10
<PAGE>
(xiv) Transmit or mail a copy of the daily portfolio valuation to the
Advisor;
(xv) Compute net asset value;
(xvi) As appropriate, compute yields, total return, expense ratios,
portfolio turnover rate, and, if required, portfolio average
dollar-weighted maturity; and
(xvii) Prepare a monthly financial statement, which includes the
following items:
Schedule of Investments
Statement of Assets and Liabilities Statement of Operations
Cash Statement
Schedule of Capital Gains and Losses.
15. Description of Administration Services on a Continuing Basis.
------------------------------------------------------------
PFPC will perform the following administration services
with respect to the Portfolio:
(i) Prepare quarterly broker security transactions summaries;
(ii) Prepare monthly security transaction listings;
(iii) (a) Assist in the preparation of support schedules necessary for
completion of federal and state tax returns; or (b) prepare for
execution and file the Fund's federal and state tax returns;
(iv) (a) Assist in the preparation of Semi-Annual Reports with the SEC
on Form N-SAR; or (b) prepare and file the Fund's Semi-Annual
Reports with the SEC on Form N-SAR.
(v) Assist in the preparation of annual, semi-annual, and quarterly
shareholder reports; or (b) prepare and file with the SEC the
Fund's annual, semi-annual, and quarterly shareholder reports;
(vi) Assist with the preparation of registration statements and other
filings relating to the registration of Shares;
11
<PAGE>
(vii) Monitor the Portfolio's status as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as
amended; and
(viii) Coordinate contractual relationships and communications between
the Fund and its service providers.
16. Duration and Termination.
------------------------
This Agreement shall continue until terminated by the Fund or by PFPC
on sixty (60) days' prior written notice to the other party.
17. Notices.
-------
All notices and other communications, including written Instructions,
shall be in writing or by confirming telegram, cable, telex or facsimile sending
device. If notice is sent by confirming telegram, cable, telex or facsimile
sending device, it shall be deemed to have been given immediately. If notice is
sent by first-class mail, it shall be deemed to have been given three days after
it has been mailed. If notice is sent by messenger, it shall be deemed to have
been given on the day it is delivered. Notices shall be addressed (a) if to
PFPC at PFPC's address, 400 Bellevue Parkway, Wilmington, Delaware 19809; (b) if
to the Fund, at the address of the Fund; or (c) if to neither of the foregoing,
at such other address as shall have been notified to the sender of any such
Notice or other communication.
12
<PAGE>
18. Amendments.
----------
This Agreement, or any term thereof, may be changed or waived only by
written amendment, signed by the party against whom enforcement of such change
or waiver is sought.
19. Delegation.
----------
PFPC may assign its rights and delegate its duties hereunder to any
wholly owned director indirect subsidiary of PNC Bank, National Association or
PNC Bank Corp., provided that (i) PFPC gives the Fund thirty (30) days' prior
written notice; (ii) the delegate agrees with PFPC to comply with all relevant
provisions of the 1940 Act; and (iii) PFPC and such delegate promptly provide
such information as the Fund may request, and respond to such questions as the
Fund may ask, relative to the delegation, including (without limitation) the
capabilities of the delegate.
20. Counterparts.
------------
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
21. Further Actions.
---------------
Each Party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.
13
<PAGE>
22. Miscellaneous.
-------------
This Agreement embodies the entire agreement and understanding between
the parties and supersedes all prior agreements and understandings relating to
the subject matter hereof, provided that the parties may embody in one or more
separate documents their agreement, if any, with respect to delegated and/or
Oral Instructions.
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
This Agreement shall be deemed to be a contract made in Delaware and
governed by Delaware law. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be binding
and shall inure to the benefit of the parties hereto and their respective
successors.
14
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below on the day and year first above
written.
PFPC INC.
By:/s/ Stephen M. Wynne
------------------------
Name:Stephen M. Wynne
Title:Executive Vice President
THE RBB FUND, INC.
By:/s/ Edward J. Roach
-------------------------
Name: Edward J. Roach
President & Treasurer
15
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May 30, 1997
The RBB Fund Inc.
Re: Administration and Accounting Services Fees
Boston Partners Mid Cap Value Fund
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Dear Sir/Madam:
This letter constitutes our agreement with respect to compensation to
be paid to PFPC Inc. ("PFPC") under the terms of an Administration and
Accounting Services Agreement dated May 30, 1997 between PFPC and The RBB Fund,
Inc. (the "Fund") on behalf of its Boston Partners Mid Cap Value Fund (the
"Portfolio"). In consideration of the services to be provided by PFPC, the Fund
on behalf of the Portfolio will pay PFPC an annual administration and accounting
fee, to be calculated daily and paid monthly. The Fund on behalf of the
Portfolio will also reimburse PFPC for its out-of-pocket expenses incurred on
behalf of the Portfolio, including, but not limited to, postage and handling,
telephone, telex, Federal Express and outside pricing service charges.
The annual administration and accounting fee shall be .125% of the
Portfolio's average daily net assets, exclusive of out-of-pocket expenses, with
a monthly minimum fee of $6,250.
The fee for the period from the date hereof until the end of that
calendar year shall be pro-rated according to the proportion which such period
bears to the full annual period commencing on the date hereof.
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If the foregoing accurately sets forth our agreement, and you intend
to be legally bound thereby, please execute a copy of this letter and return it
to us.
Very truly yours,
PFPC, INC.
By: /s/ Stephen M. Wynne
------------------------------
Name: Stephen M. Wynne
Title: Executive Vice President
Accepted:
THE RBB FUND, INC.
By: /s/ Edward J. Roach
-----------------------------
Name: Mr. Edward J. Roach
Title: President & Treasurer
17
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May 30, 1997
The RBB Fund Inc.
Re: Administration and Accounting Services Fees Waiver
Boston Partners Mid Cap Value Fund
--------------------------------------------------
Dear Sir/Madam:
PFPC Inc. ("PFPC") agrees to waive certain fees under an
Administration and Accounting Services Agreement dated May 30, 1997 between PFPC
and The RBB Fund, Inc. on behalf of its Boston Partners Mid Cap Value Fund (the
"Portfolio") as follows: for the first two years of the Portfolio's operations
PFPC shall waive 50% of its minimum fee (excluding miscellaneous fees and out-
of-pocket costs) to the extent the minimum fee is applicable; thereafter, PFPC's
minimum fee shall be charged in full. Thus, during the twenty-fifth calendar
month and thereafter, the Portfolio shall pay 100% of the minimum fee.
Very truly yours,
PFPC INC.
By: /s/ Stephen M. Wynne
------------------------------
Name: Stephen M. Wynne
Title: Executive Vice President
Acknowledged:
The RBB FUND, INC.
By: /s/ Edward J. Roach
-----------------------------
Name: Edward J. Roach
Title: President & Treasurer
18
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Exhibit 11a
CONSENT OF COUNSEL
------------------
We hereby consent to the use of our name and to the reference to our
Firm under the caption "Counsel" in the Prospectuses and the caption
"Miscellaneous-Counsel" in the Statement of Additional Information included in
Post-Effective Amendment No. 47 to the Registration Statement (File No.
33-20827; and File No. 811-5518) on Form N-1A under the Securities Act of 1933
and the Investment Company Act of 1940, as amended, of the RBB Fund, Inc. This
consent does not constitute a consent under Section 7 of the Securities Act of
1933, and in consenting to the use of our name and the references to our Firm
under such caption we have not certified any part of the Registration Statement
and do not otherwise come within the categories of persons whose consent is
required under said Section 7 or the rules and regulations of the Securities and
Exchange Commission thereunder.
/s/ Drinker Biddle & Reath LLP
-----------------------------------
DRINKER BIDDLE & REATH LLP
Philadelphia, Pennsylvania
October 3, 1997
<PAGE>
Exhibit (11)(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Statement of Additional
Information of n/i Micro Cap Fund, n/i Growth Fund and n/i Growth & Value Fund
of The RBB Fund, Inc. of our report dated October 15, 1996, on our audit of the
financial statements and financial highlights of n/i Micro Cap Fund, n/i Growth
Fund and n/i Growth & Value Fund of The RBB Fund, Inc. as of August 31, 1996 and
for the period June 3, 1996 (commencement of operations) through August 31,
1996, which report is included in the Annual Report to Shareholders.
/s/ COOPERS & LYBRAND L.L.P.
- ----------------------------
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
October 2, 1997
<PAGE>
Exhibit 13(n)
PURCHASE AGREEMENT
------------------
The RBB Fund, Inc. (the "Fund"), a Maryland corporation, and Boston
Partners Asset Management, L.P. ("BPAM"), intending to be legally bound, hereby
agree with each other as follows:
1. The Fund hereby offers BPAM and BPAM hereby purchases $1,000 worth
of shares of each of Classes TT and UU Common Stock of the Fund (par value $.001
per share) (such shares hereinafter sometimes collectively known as "Shares") at
a price per Share equivalent to the net asset value per share of the Shares of
the Fund as determined on May 30, 1997.
The Fund hereby acknowledges receipt from BPAM of funds in the amount of $2,000
in full payment for the Shares.
2. BPAM represents and warrants to the Fund that the Shares are being
acquired for investment purposes and not with a view to the distribution
thereof.
3. This agreement may be executed in counterparts, and all such
counterparts taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 30th day of May, 1997.
THE RBB FUND, INC.
By:/s/ Edward J. Roach
-------------------
President
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
By: /S/ William J. Kelly
-------------------
Secretary
