As filed with the Securities and Exchange Commission on March 18, 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. 42 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 44 [X]
--------------------
THE RBB FUND, INC.
(Government Securities Portfolio: RBB Family Class; BEA International
Equity Portfolio: BEA Class, BEA Investor Class and BEA Advisor Class; BEA High
Yield Portfolio: BEA Class, BEA Investor Class and BEA Advisor Class; BEA
Emerging Markets Equity Portfolio: BEA Class, BEA Investor Class and BEA Advisor
Class; BEA U.S. Core Equity Portfolio: BEA Class; BEA U.S. Core Fixed Income
Portfolio: BEA Class; BEA Strategic Global Fixed Income Portfolio: BEA Class;
BEA Municipal Bond Fund Portfolio: BEA Class; BEA Balanced Fund Portfolio: BEA
Class; BEA Short Duration Portfolio: BEA Class; BEA Global Telecommunications
Portfolio: BEA Investor Class and BEA Advisor Class; ni Micro Cap Fund: ni
Class; ni Growth Fund: ni Class; ni Growth & Value Fund: ni Class; Boston
Partners Large Cap Value Fund: Boston Partners Advisor Class, Boston Partners
Institutional Class and Boston Partners Investor Class; Boston Partners Mid Cap
Value Fund: Boston Partners Institutional Class and Boston Partners Investor
Class; Money Market Portfolio: RBB Family Class, Cash Preservation Class, Sansom
Street Class, Bedford Class, Janney Class, Beta Class, Gamma Class, Delta Class,
Epsilon Class, Zeta Class, Eta Class and Theta Class; Municipal Money Market
Portfolio: RBB Family Class, Cash Preservation Class, Sansom Street Class,
Bedford Class, Bradford Class, Janney Class, Beta Class, Gamma Class, Delta
Class, Epsilon Class, Zeta Class, Eta Class and Theta Class; Government
Obligations Money Market Portfolio: Sansom Street Class, Bedford Class, Bradford
Class, Janney Class, Beta Class, Gamma Class, Delta Class, Epsilon Class, Zeta
Class, Eta Class and Theta Class; New York Municipal Money Market Portfolio:
Bedford Class, Janney Class, Beta Class, Gamma Class, Delta Class, Epsilon
Class, Zeta Class, Eta Class and Theta Class)
--------------------------------------------------------------
(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
1600 Market Street, 28th Floor 1100 PNB Building
Philadelphia, PA 19103 1345 Chestnut Street
(Name and Address of Agent for Service) Philadelphia, PA 19107-3496
================================================================================
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[x] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant
has elected to register an indefinite number of shares of common stock of each
of the seventy-nine classes registered hereby under the Securities Act of 1933.
Registrant filed its notice pursuant to Rule 24f-2 for the fiscal year ended
August 31, 1996 on October 28, 1996.
The purpose of this Post-Effective Amendment is to register two classes
(the Boston Partners Investor Class and the Boston Partners Institutional Class)
of the Boston Partners Mid Cap Value Fund, a new portfolio of The RBB Fund, Inc.
<PAGE>
THE RBB FUND, INC.
(BOSTON PARTNERS INSTITUTIONAL CLASS OF
THE BOSTON PARTNERS MID CAP VALUE FUND)
CROSS REFERENCE SHEET
---------------------
Pursuant to Rule 495(a)
under the Securities Act of 1933
FORM N-1A ITEM LOCATION
- -------------- --------
Part A Prospectus
1. Cover Page.............................. Cover Page
2. Synopsis................................ Introduction
3. Condensed Financial Information......... Not Applicable
4. General Description of Registrant....... Cover Page; Introduction;
Investment Objectives and
Policies; Investment Limitations;
Risk Factors
5. Management of the Fund.................. Management
5A. Management's Discussion
of Fund Performance................... Not Applicable
6. Capital Stock and Other Securities...... Cover Page; Dividends and
Distributions; Taxes; Multi-Class
Structure; Description of Shares
7. Purchase of Securities Being Offered.... How to Purchase Shares; Net Asset
Value
8. Redemption or Repurchase................ How to Redeem Shares; Net Asset
Value
9. Legal Proceedings....................... Not Applicable
<PAGE>
THE RBB FUND, INC.
(BOSTON PARTNERS INVESTOR CLASS OF
THE BOSTON PARTNERS MID CAP VALUE FUND)
CROSS REFERENCE SHEET
---------------------
Pursuant to Rule 495(a)
under the Securities Act of 1933
FORM N-1A ITEM LOCATION
- -------------- --------
Part A Prospectus
1. Cover Page............................. Cover Page
2. Synopsis............................... Introduction
3. Condensed Financial Information........ Not Applicable
4. General Description of Registrant...... Cover Page; Introduction;
Investment Objectives and
Policies; Investment Limitations;
Risk Factors
5. Management of the Fund................. Management
5A. Management's Discussion
of Fund Performance.................. Not Applicable
6. Capital Stock and Other Securities..... Cover Page; Dividends and
Distributions; Taxes; Multi-Class
Structure; Description of Shares
7. Purchase of Securities Being Offered... How to Purchase Shares; Net Asset
Value
8. Redemption or Repurchase............... How to Redeem Shares; Net Asset
Value
9. Legal Proceedings...................... Not Applicable
<PAGE>
THE RBB FUND, INC.
(BOSTON PARTNERS INSTITUTIONAL CLASS AND INVESTOR CLASS
OF THE BOSTON PARTNERS MID CAP VALUE FUND)
PART B STATEMENT OF ADDITIONAL INFORMATION
10. Cover Page............................ Cover Page
11. Table of Contents..................... Contents
12. General Information and History....... General
13. Investment Objectives and Policies.... Investment Objectives and Policies
14. Management of the Fund................ Directors and Officers; Investment
Advisory, Distribution and
Servicing Arrangements
15. Control Persons and Principal Holders
of Securities....................... Miscellaneous
16. Investment Advisory and Other
Services............................ Investment Advisory, Distribution
and Servicing Arrangements; See
Prospectus - "Management"
17. Brokerage Allocation and Other
Practices........................... Portfolio Transactions
18. Capital Stock and Other Securities.... Additional Information Concerning
Fund Shares; See Prospectus -
"Dividends and Distributions"
"Multi-Class Structure" and
"Description of Shares"
19. Purchase, Redemption and Pricing of
Securities Being Offered............ Purchase and Redemption
Information; Valuation of Shares;
See Prospectus - "How to Purchase
Shares", "How to Redeem Shares"
and "Distribution of Fund Shares"
20. Tax Status............................ Taxes; See Prospectus - "Taxes"
21. Underwriters.......................... Not Applicable
22. Calculation of Performance Data....... Performance Information
23. Financial Statements.................. Miscellaneous
<PAGE>
PROSPECTUS
MAY--, 1997
BOSTON PARTNERS
MID CAP
VALUE FUND
(INSTITUTIONAL SHARES)
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
[GRAPHIC OMITTED]
<PAGE>
BOSTON PARTNERS MID CAP VALUE FUND
(INSTITUTIONAL CLASS)
OF
THE RBB FUND, INC.
Boston Partners Mid Cap Value Fund (the "Fund") is an investment portfolio
of The RBB Fund, Inc. ("RBB"), an open-end management investment company. The
shares of the Institutional Class ("Shares") offered by this Prospectus
represent interests in the Fund. The Fund is a diversified fund that seeks
long-term growth of capital, with current income as a secondary objective,
primarily through equity investments, such as common stocks. It seeks to achieve
its objectives by investing at least 65% of its total assets in a diversified
portfolio consisting of equity securities of issuers with a market
capitalization of primarily between $600 million and $6 billion and identified
by Boston Partners Asset Management, L.P. (the "Adviser") as equity securities
that possess value characteristics. The Adviser examines various factors in
determining the value characteristics of such issuers, including, but not
limited to, price to book value ratios and price to earnings ratios. These value
characteristics are examined in the context of the issuer's operating and
financial fundamentals such as return on equity, earnings growth and cash flow.
This Prospectus contains information that a prospective investor needs to
know before investing. Please keep it for future reference. A Statement of
Additional Information, dated May --, 1997, has been filed with the Securities
and Exchange Commission and is incorporated by reference in this Prospectus. The
Prospectus and the Statement of Additional Information is available for
reference, along with other related materials, on the SEC Internet Web Site
(http://www.sec.gov). It may be obtained free of charge from the Fund by calling
(800) 311-9783 or 9829.
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, PNC BANK, NATIONAL ASSOCIATION OR ANY OTHER BANK AND SHARES ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER AGENCY. INVESTMENTS IN SHARES OF THE FUND INVOLVE
INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
PROSPECTUS May --, 1997
<PAGE>
INTRODUCTION
- --------------------------------------------------------------------------------
RBB is an open-end management investment company incorporated under the
laws of the State of Maryland currently operating or proposing to operate twenty
separate investment portfolios. The Shares offered by this Prospectus represents
interests in the Boston Partners Mid Cap Value Fund. RBB was incorporated in
Maryland on February 29, 1988.
FEE TABLE
The following tables illustrate all expenses and fees (after expected fee
waivers and expenses reimbursements) that a shareholder would incur in the Fund.
The expenses and fees in the tables are based on expenses expected to be
incurred for the current fiscal year ending August 31, 1997.
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
AFTER FEE WAIVERS*
Management fees (after waivers)** ........................... 0.75%
12b-1 fees (after waivers)** ................................ 0.04%
Other Expenses .............................................. 0.26%
----
Total Fund Operating Expenses (after waivers) ................. 1.05%
=====
*In the absence of fee waivers, Management Fees would be 0.80%, 12b-1 Fees
would be 0.15% and Total Fund Operating Expenses would be 1.21%.
**Management Fees and 12b-1 Fees are each based on average daily net assets and
are calculated daily and paid monthly.
EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the
Fund, assuming (1) a 5% annual return and (2) redemption at the end of each time
period:
ONE YEAR THREE YEARS
-------- -----------
Boston Partners Mid Cap Value Fund......... $11 $33
The Fee Table is designed to assist an investor in understanding the
various costs and expenses that an investor in the Fund will bear directly or
indirectly. (For more complete descriptions of the various costs and expenses,
see "Management" and "Distribution of Shares" below.) The Fee Table reflects a
voluntary waiver of "Management Fees" and "12b-1 fees" for the Fund. However,
the Adviser and Distributor are under no obligation with respect to such waivers
and there can be no assurance that any future waivers of Management Fees or
12b-1 fees will not vary from the figures reflected in the Fee Table.
The Example in the Fee Table assumes that all dividends and distributions
are reinvested and that the amounts listed under "Annual Fund Operating Expenses
After Fee Waivers" remain the same in the years shown. THE EXAMPLE SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY
BE GREATER OR LESSER THAN THOSE SHOWN.
No financial data is supplied for the Fund because, as of the date of this
Prospectus, the Fund has no performance history.
2
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------
The Fund's investment objectives are to provide long-term growth of capital
with current income as a secondary objective. The Fund seeks to achieve its
objective by investing at least 65% of its total assets in a diversified
portfolio consisting primarily of equity securities such as common stocks of
issuers with a market capitalization of between $600 million and $6 billion and
identified by the Adviser as equity securities that possess value
characteristics.
The Adviser examines various factors in determining the value
characteristics of such issuers, including, but not limited to, price to book
value ratios and price to earnings ratios. These value characteristics are
examined in the context of the issuer's operating and financial fundamentals
such as return on equity, earnings growth and cash flow.
The Adviser selects securities for the Fund based on a continuous study of
trends in industries and companies, earnings power and growth and other
investment criteria. In general, the Fund's investments are broadly diversified
over a number of industries and, as a matter of policy, the Fund will not invest
25% or more of its total assets in any one industry.
The Fund may invest up to 20% of its total assets in securities of foreign
issuers. Investing in securities of foreign issuers involves considerations not
typically associated with investing in securities of companies organized and
operating in the U.S. Foreign securities generally are denominated and pay
dividends or interest in foreign currencies. The Fund may hold from time to time
various foreign currencies pending their investment in foreign securities or
their conversion into U.S. dollars. The value of the assets of the Fund as
measured in U.S. dollars may therefore be affected favorably or unfavorably by
changes in exchange rates. There may be less publicly available information
concerning foreign issuers than is available with respect to U.S. issuers.
Foreign securities may not be registered with the U.S. Securities and Exchange
Commission, and generally, foreign companies are not subject to uniform
accounting, auditing and financial reporting requirements comparable to those
applicable to U.S. issuers. See "Investment Objectives and Policies--Foreign
Securities" in the Statement of Additional Information.
Under normal market conditions, the Fund will invest a minimum of 65% of
its total assets in securities of issuers with a market capitalization of
between $600 million and $6 billion.
The Fund may invest the remainder of its total assets in equity securities
of issuers with lower or higher capitalization; mutual funds; derivative
securities; debt securities issued by U.S. banks, corporations and other
business organizations that are investment grade securities; and debt securities
issued by the U.S. government or government agencies.
The Fund may agree to purchase securities from financial institutions
subject to the seller's agreement to repurchase them at an agreed-upon time and
price ("repurchase agreements"). The securities held subject to a repurchase
agreement may have stated maturities exceeding 397 calendar days, provided the
repurchase agreement itself matures in less than 397 calendar days. The
financial institutions with whom the Fund may enter into repurchase agreements
will be banks which the Adviser considers creditworthy pursuant to criteria
approved by the Board of Directors and nonbank dealers of U.S. Government
securities that are listed on the Federal Reserve Bank of New York's list of
reporting dealers. The Adviser will consider the creditworthiness of a seller in
determining whether to have the Fund enter into a repurchase agreement. The
seller under a repurchase agreement will be required to maintain the value of
the securities subject to the agreement at not less than the repurchase price
plus accrued interest. The Adviser or Sub-Adviser will mark to market daily the
value of the securities, and will, if necessary, require the seller to maintain
additional securities, to ensure that the value is not less than the repurchase
price. Default by or bankruptcy of the seller would, however, expose the Fund to
possible loss because of adverse market action or delays in connection with the
disposition of the underlying obligations.
In accordance with the above-mentioned policies, the Fund may also invest
in indexed securities, convertible securities, reverse repurchase agreements and
dollar rolls, financial futures contracts, options on futures contracts and may
lend portfolio securities. See "Investment Objectives and Policies" in the
Statement of Additional Information.
The Fund may invest in registered investment companies and investment funds
in foreign countries subject to the provisions of the Investment Company Act of
1940, as amended (the "1940 Act"), and as discussed in "Investment Objectives
and Policies" in the Statement of Additional Information. If the Fund invests in
such investment companies, the Fund will bear its proportionate share of the
costs incurred by such companies, including investment advisory fees.
The Fund may lend its portfolio securities to financial institutions in
accordance with the investment restrictions as discussed in "Investment
Objectives and Policies" in the Statement of Additional Information. Such loans
would involve risks of delay in receiving additional collateral in the event the
value of the collateral decreased below the value of the securities loaned or of
delay in recovering the securities loaned or even loss of rights in the
collateral should the borrower of the securities fail financially. However,
loans will be made only to borrowers deemed by the Adviser to be of good
standing and only when, in the Adviser's judgment, the income to be earned from
the loans justifies the attendant risks. Any loans of the Fund's securities will
be fully collateralized and marked to market daily.
3
<PAGE>
While the Adviser intends to fully invest the Fund's assets at all times in
accordance with the above-mentioned policies, the Fund reserves the right to
hold up to 100% of its assets, as a temporary defensive measure, in cash and
eligible U.S. dollar-denominated money market instruments. The Adviser will
determine when market conditions warrant temporary defensive measures. Money
market instruments which may be so held are described under "Investment
Objectives and Policies" in the Statement of Additional Information.
The Fund's investment objectives and the policies described above may be
changed by RBB's Board of Directors without the affirmative vote of the holders
of a majority of the outstanding Shares representing an interest in the Fund.
Such changes may result in the Fund having investment objectives which differ
from those an investor may have considered at the time of investment.
INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------
The Fund may not change the following investment limitations without the
affirmative vote of the holders of a majority of the Fund's outstanding Shares.
(A complete list of the investment limitations that cannot be changed without
such a vote of the shareholders is contained in the Statement of Additional
Information under "Investment Objectives and Policies.")
The Fund may not:
1. Purchase the securities of any one issuer, other than securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, if immediately after and as a result of such purchase
more than 5% of the value of the Fund's total assets would be invested in
the securities of such issuer, or more than 10% of the outstanding voting
securities of such issuer would be owned by the Fund, except that up to 25%
of the value of the Fund's total assets may be invested without regard to
such limitations.
2. Purchase any securities which would cause, at the time of purchase,
25% or more of the value of the total assets of the Fund to be invested in
the obligations of issuers in any single industry, provided that there is
no limitation with respect to investments in U.S. Government obligations.
3. Borrow money or issue senior securities, except that the Fund may
borrow from banks and enter into reverse repurchase agreements and dollar
rolls for temporary purposes in amounts up to one-third of the value of its
total assets at the time of such borrowing; or mortgage, pledge or
hypothecate any assets, except in connection with any such borrowing and
then in amounts not in excess of one-third of the value of the Fund's total
assets at the time of such borrowing. The Fund will not purchase securities
while its aggregate borrowings (including reverse repurchase agreements,
dollar rolls and borrowings from banks) in excess of 5% of its total assets
are outstanding. Securities held in escrow or separate accounts in
connection with the Fund's investment practices are not considered to be
borrowings or deemed to be pledged for purposes of this limitation.
PORTFOLIO TURNOVER
The Fund may make changes in its underlying securities holdings consistent
with the Adviser's investment recommendation. The Fund retains the right to sell
securities irrespective of how long they have been held. Federal income tax law
may restrict the extent to which the Fund may engage in short-term trading
activities. See "Taxes" in the Statement of Additional Information for a
discussion of such federal income tax law restrictions. The Adviser estimates
that the annual turnover in the Fund will be approximately 100%. High portfolio
turnover will generally result in higher transaction costs to a portfolio and
may result in the realization of short-term capital gains that are taxable to
shareholders as ordinary income.
4
<PAGE>
RISK FACTORS
- --------------------------------------------------------------------------------
As with other mutual funds, there can be no assurance that the Fund will
achieve its objective. The net asset value per share of Shares representing an
interest in the Fund will fluctuate as the values of its portfolio securities
change in response to changing conditions in the equity market. An investment in
the Fund is not intended to constitute a balanced investment program. Other risk
factors are discussed above under "Investment Objectives and Policies" and in
the Statement of Additional Information under "Investment Objectives and
Policies."
Investment methods described in this Prospectus are among those which the
Fund has the power to utilize. Some may be employed on a regular basis; others
may not be used at all. Accordingly, reference to any particular method or
technique carries no implication that it will be utilized or, if it is, that it
will be successful.
MANAGEMENT
- --------------------------------------------------------------------------------
BOARD OF DIRECTORS
The business and affairs of RBB and the Fund are managed under the
direction of the RBB's Board of Directors.
INVESTMENT ADVISER
Boston Partners Asset Management, L.P., located at One Financial Center,
43rd Floor, Boston, Massachusetts 02111, serves as the Fund's investment
adviser. The Adviser provides investment management and investment advisory
services to investment companies and other institutional accounts that had
aggregate total assets under management as of April 30, 1997, in excess of $8
billion.
Subject to the supervision and direction of the Trust's Board of Trustees,
the Adviser manages the Fund's portfolio in accordance with the Fund's
investment objective and policies, makes investment decisions for the Fund,
places orders to purchase and sell securities, and employs professional
portfolio managers and securities analysts who provide research services to the
Fund. For its services to the Fund, the Adviser is paid a monthly advisory fee
computed at an annual rate of 0.80% of the Fund's average daily net assets.
PORTFOLIO MANAGEMENT
The day-to-day portfolio management of the Fund is the responsibility of
Wayne J. Archambo who is a senior portfolio manager of the Adviser and a member
of the Adviser's Equity Strategy Committee. Prior to joining the Adviser in
April 1995, Mr. Archambo was employed by The Boston Company Asset Management
from 1989 through April 1995 where he was a senior portfolio manager and a
member of the firm's Equity Policy Committee. Mr. Archambo has over 15 years of
investment experience and is a Chartered Financial Analyst.
ADMINISTRATOR
PFPC Inc. ("PFPC") serves as administrator to the Fund and generally
assists the Fund in all aspects of its administration and operations, including
matters relating to the maintenance of financial records and accounting. For its
services, PFPC receives a fee calculated at an annual rate of .125% of the
Fund's average daily net assets, with a minimum annual fee of $75,000 payable
monthly on a pro rata basis.
TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN
PNC Bank, National Association ("PNC Bank") serves as the Fund's custodian
and PFPC serves as the Fund's transfer agent and dividend disbursing agent.
PFPC's principal offices are located at 400 Bellevue Parkway, Wilmington,
Delaware 19809.
5
<PAGE>
EXPENSES
The expenses of the Fund are deducted from its total income before
dividends are paid. These expenses include, but are not limited to, fees paid to
the Adviser, fees and expenses of officers and directors who are not affiliated
with any of the Fund's investment advisers, sub-advisers or the Fund's
distributor, taxes, interest, legal fees, custodian fees, auditing fees,
brokerage fees and commissions, certain of the fees and expenses of registering
and qualifying the Fund and the Shares for distribution under federal and state
securities laws, expenses of preparing prospectuses and statements of additional
information and of printing and distributing prospectuses and statements of
additional information annually to existing shareholders that are not
attributable to a particular class of shares of RBB, the expense of reports to
shareholders, shareholders' meetings and proxy solicitations that are not
attributable to a particular class of shares of RBB, fidelity bond and directors
and officers liability insurance premiums, the expense of using independent
pricing services and other expenses which are not expressly assumed by the
Adviser under its investment advisory agreement with respect to the Fund. Any
general expenses of RBB that are not readily identifiable as belonging to a
particular investment portfolio of RBB will be allocated among all investment
portfolios of RBB based upon the relative net assets of the investment
portfolios at the time such expenses are incurred. Distribution expenses,
transfer agency expenses, expenses of preparation, printing and distributing
prospectuses, statements of additional information, proxy statements and reports
to shareholders, and registration fees, identified as belonging to a particular
class, are allocated to such class.
The Adviser may assume expenses of the Fund from time to time. To the
extent any service providers assume expenses of the Fund, such assumption of
expenses will have the effect of lowering the Fund's overall expense ratio and
increasing its yield to investors.
PORTFOLIO TRANSACTIONS
The Adviser may consider a number of factors in determining which brokers
to use in purchasing or selling the Fund's securities. These factors, which are
more fully discussed in the Statement of Additional Information, include, but
are not limited to, research services, the reasonableness of commissions and
quality of services and execution. Transactions for the Fund may be effected
through broker/dealers, subject to the requirements of best execution. The Fund
may enter into brokerage transactions with and pay brokerage commissions to
brokers that are affiliated persons (as such term is defined in the 1940 Act)
provided that the terms of the brokerage transactions comply with the provisions
of the 1940 Act.
DISTRIBUTION OF SHARES
- --------------------------------------------------------------------------------
Counsellors Securities Inc. (the "Distributor"), a wholly owned subsidiary
of Warburg, Pincus Counsellors, Inc., with offices at 466 Lexington Avenue, New
York, New York 10017 acts as distributor for the Shares pursuant to a
distribution agreement (the "Distribution Agreement") with RBB on behalf of the
Shares.
The Board of Directors of the Fund approved and adopted a Distribution
Agreement and a Plan of Distribution for the Shares (the "Plan") pursuant to
Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor is entitled to
receive from the Fund a distribution fee, which is accrued daily and paid
monthly, of up to 0.15% on an annualized basis of the average daily net assets
of the Fund. The actual amount of such compensation under the Plan is agreed
upon by RBB's Board of Directors and by the Distributor in the Distribution
Agreement. Under the Distribution Agreement, the Distributor has agreed to
accept compensation for its services thereunder and under the Plan in the amount
of 0.04% on the first $200 million of the average daily net assets of the Fund
on an annualized basis in any year and 0.05% thereafter. Such compensation may
be increased up to the amount permitted by the Plan, with the approval of the
RBB Board of Directors. The Distributor may, in its discretion, from time to
time waive voluntarily all or any portion of its distribution fee.
6
<PAGE>
Amounts paid to the Distributor under the Plan may be used by the
Distributor to cover expenses that are related to (i) the sale of Institutional
Shares of the Fund, (ii) ongoing servicing and/or maintenance of the accounts of
shareholders of the Fund, and (iii) sub-transfer agency services, subaccounting
services or administrative services related to the sale of the Institutional
Shares of the Fund, all as set forth in the Plan. The Distributor may pay for
the cost of printing (excluding typesetting) and mailing to prospective
investors prospectuses and other materials relating to the Fund as well as for
related direct mail, advertising and promotional expenses.
The Plan obligates the Fund, during the period it is in effect, to accrue
and pay to the Distributor on behalf of the Fund the fee agreed to under the
Distribution Agreement. Payments under the Plan are not tied exclusively to
expenses actually incurred by the Distributor, and the payments may exceed
distribution expenses actually incurred.
Under the terms of Rule 12b-1, the Plan will remain in effect only if
approved at least annually by the RBB Board of Directors, including those
directors who are not "interested persons" of RBB as that term is defined in the
1940 Act and who have no direct or indirect financial interest in the operation
of the Plan or in any agreements related thereto ("12b-1 Directors"). The Plan
may be terminated at any time by vote of a majority of the 12b-1 Directors or by
vote of a majority of the Fund's outstanding voting securities of the Fund. The
fee set forth above will be paid by the Fund to the Distributor unless and until
the Plan is terminated or not renewed.
HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------
GENERAL
Shares representing an interest in the Fund are offered continuously for
sale by the Distributor. Shares may be purchased initially by completing the
application included in this Prospectus and forwarding the application to the
Fund's transfer agent, PFPC. Purchases of Shares may be effected by wire to an
account to be specified by PFPC or by mailing a check or Federal Reserve Draft,
payable to the order of "The Boston Partners Mid Cap Value Fund" c/o PFPC Inc.,
P.O. Box 8852, Wilmington, Delaware 19899-8852. The name of the Fund, Boston
Partners Mid Cap Value Fund, must also appear on the check or Federal Reserve
Draft. Shareholders may not purchase shares of the Boston Partners Mid Cap Value
Fund with a check issued by a third party and endorsed over to the Fund. Federal
Reserve Drafts are available at national banks or any state bank which is a
member of the Federal Reserve System. Initial investments in the Fund must be at
least $100,000 and subsequent investments must be at least $5,000. For purposes
of meeting the minimum initial purchase, clients which are part of endowments,
foundation or other related groups may be aggregated. The Fund reserves the
right to suspend the offering of Shares for a period of time or to reject any
purchase order.
Shares may be purchased on any Business Day. A "Business Day" is any day
that the New York Stock Exchange (the "NYSE") is open for business. Currently,
the NYSE is closed on weekends and New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day
and on the preceding Friday or subsequent Monday when one of these holidays
falls on a Saturday or Sunday, respectively. Shares are offered at the next
determined net asset value per share.
The price paid for Shares purchased initially or acquired through the
exercise of an exchange privilege is based on the net asset value next computed
after an order is received by the Fund or its agents. Such price will be the net
asset value next computed after an order is received by the Fund or its agents
prior to the close of the NYSE. Orders received by the Fund or its agents after
its close of the NYSE are priced at the net asset value next determined on the
following Business Day. In those cases where an investor pays for Shares by
check, the purchase will be effected at the net asset value next determined
after the Fund or its agents receives the order and the completed application.
7
<PAGE>
Shares may be purchased by principals and employees of the Adviser and by
their spouses and children either directly or through their individual
retirement accounts, and by any pension and profit-sharing plan of the Adviser,
without being subject to the minimum investment limitations.
An investor may also purchase Shares by having his bank or his broker wire
Federal Funds to PFPC. An investor's bank or broker may impose a charge for this
service. The Fund does not currently impose a service charge for effecting wire
transfers but reserves the right to do so in the future. In order to ensure
prompt receipt of an investor's Federal Funds wire, for an initial investment,
it is important that an investor follows these steps:
A. Fully complete and sign the application and mail it to the address
shown thereon. PFPC will not process purchases until it receives a fully
completed and signed Application.
B. Telephone the Fund's transfer agent, PFPC, toll-free (888)
261-4073, and provide PFPC with your name, address, telephone number,
Social Security or Tax Identification Number, the Fund selected, the amount
being wired, and by which bank. PFPC will then provide an investor with a
Fund account number. Investors with existing accounts should also notify
PFPC prior to wiring funds.
C. Instruct your bank or broker to wire the specified amount, together
with your assigned account number, to PFPC's account with PNC:
PNC Bank, N.A.
Philadelphia, PA 19103
ABA Number: 0310-0005-3
CREDITING ACCOUNT NUMBER: 86-1108-2507
FROM: (name of investor)
ACCOUNT NUMBER: (Investor's account number with the Fund)
FOR PURCHASE OF: (Boston Partners Mid Cap Value Fund
AMOUNT: (amount to be invested)
For subsequent investments, an investor should follow steps B and C above.
Additional investments in Shares may be made automatically by authorizing
the Fund's transfer agent to withdraw funds from your bank account. Investors
desiring to participate in the automatic investing program should call the
Fund's transfer agent, PFPC, at (888) 261-4073 to obtain the appropriate forms.
EXCHANGE PRIVILEGE
The exchange privilege is available to shareholders residing in any state
in which the Shares being acquired may be legally sold. A shareholder may
exchange Shares of the Fund for Institutional Shares of the Boston Partners
Large Cap Value Fund up to three (3) times per year. Such exchange will be
effected at the net asset value of the exchanged Fund and the net asset value of
the Boston Partners Large Cap Value Fund next determined after PFPC's receipt of
a request for an exchange. An exchange of Shares will be treated as a sale for
federal income tax purposes. See "Taxes."
A shareholder wishing to make an exchange may do so by sending a written
request to PFPC. In order to request an exchange by telephone, a shareholder
must have completed and returned an account application containing a telephone
exchange election. To add a telephone exchange feature to an existing account
that previously did not provide for this option, a Telephone Exchange
Authorization Form must be filed with PFPC. This form is available from PFPC.
Once this election has been made, the shareholder may simply contact PFPC by
telephone to
8
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
<TABLE>
<CAPTION>
BOSTON PARTNERS MID CAP VALUE FUND BOSTON PARTNERS ASSET MANAGEMENT, L.P. (LOGO)
(INSTITUTIONAL CLASS) [GRAPHIC OMITTED]
ACCOUNT APPLICATION
PLEASE NOTE: Do not use this form to open a retirement plan account. For an IRA application or help with this Application, please
call 1-888-261-4073
<S> <C>
- ----------------- (Please check the appropriate box(es) below.)
| 1 | [ ] Individual [ ] Joint Tenant [ ] Other
| Account |
| Registration: | --------------------------------------------------------------------------------------------------------------
- ----------------- NAME SOCIAL SECURITY NUMBER OR TAX ID# OF PRIMARY OWNER
--------------------------------------------------------------------------------------------------------------
NAME OF JOINT OWNER JOINT OWNER SOCIAL SECURITY NUMBER OR TAX ID#
For joint accounts, the account registrants will be joint tenants with right of survivorship and not tenants
in common unless tenants in common or community property registrations are requested.
- ----------------
GIFT TO MINOR: [ ] UNIFORM GIFTS/TRANSFER TO MINOR'S ACT
- ----------------
--------------------------------------------------------------------------------------------------------------
NAME OF ADULT CUSTODIAN (ONLY ONE PERMITTED)
--------------------------------------------------------------------------------------------------------------
NAME OF MINOR (ONLY ONE PERMITTED)
--------------------------------------------------------------------------------------------------------------
MINOR'S SOCIAL SECURITY NUMBER AND DATE OF BIRTH
- -------------------
CORPORATION
PARTNERSHIP, TRUST
OR OTHER ENTITY:
- ------------------- --------------------------------------------------------------------------------------------------------------
NAME OF CORPORATION, PARTNERSHIP, OR OTHER NAME(S) OF TRUSTEE(S)
--------------------------------------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION NUMBER
- ------------------
| 2 | --------------------------------------------------------------------------------------------------------------
| Mailing | STREET OR P.O. BOX AND/OR APARTMENT NUMBER
| Address |
- ------------------ --------------------------------------------------------------------------------------------------------------
CITY STATE ZIP CODE
--------------------------------------------------------------------------------------------------------------
DAY PHONE NUMBER EVENING PHONE NUMBER
- ------------------ Minimum initial investment of $100,000. Amount of investment $___________
| 3 |
| Investment | Make the check payable to Boston Partners Mid Cap Value Fund.
| Information |
- ------------------ Shareholders may not purchase shares of this Fund with a check issued by a third party and endorsed over to
the Fund.
- ------------------ NOTE: Dividends and capital gains may be reinvested or paid by check. If no options are selected below, both
DISTRIBUTION dividends and capital gains will be reinvested in additional Fund shares.
OPTIONS:
- ------------------ DIVIDENDS [ ] Pay by check [ ] Reinvest [ ] CAPITAL GAINS [ ] Pay by check [ ] Reinvest [ ]
<PAGE>
- ------------------ To use this option, you must initial the appropriate line below.
| 4 |
| Telephone | I authorize the Transfer Agent to accept instructions from any persons to redeem or exchange shares in my
| Exchange and | account(s) by telephone in accordance with the procedures and conditions set forth in the Fund's current
| Redemption: | prospectus.
- -----------------
--------------------- ---------------------
individual initial joint initial Redeem shares, and send the proceeds to the address of record.
--------------------- ---------------------
individual initial joint initial Exchange shares for shares of another Boston Partners Fund.
- ------------------ The Automatic Investment Plan which is available to shareholders of the Fund, makes possible regularly
| 5 | scheduled purchases of Fund shares to allow dollar-cost averaging.The Fund's Transfer Agent can arrange for an
| Automatic | amount of money selected by you to be deducted from your checking account and used to purchase shares of the
| Investment | Fund.
| Plan: |
- ------------------ Please debit $_________ from my checking account (named below) on or about the 20th of the month.
PLEASE ATTACH AN UNSIGNED, VOIDED CHECK.
[ ] Monthly [ ] Every Alternate Month [ ] Quarterly [ ] Other
- ------------------ --------------------------------------------------------------------------------------------------------------
BANK OF RECORD: BANK NAME STREET ADDRESS OR P.O. BOX
- ------------------
--------------------------------------------------------------------------------------------------------------
CITY STATE ZIP CODE
--------------------------------------------------- ------------------------------------------------------
BANK ABA NUMBER BANK ACCOUNT NUMBER
- ------------------ The undersigned warrants that I (we) have full authority and, if a natural person, I (we) am (are) of legal
| 6 | age to purchase shares pursuant to this Account Application, and I (we) have received a current prospectus for
| Signatures: | the Fund in which I (we) am (are) investing.
| |
- ------------------ Under the Interest and Dividend Tax Compliance Act of 1983, the Fund is required to have the following
certification:
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number
to be issued to), and
(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not
been notified by theInternalRevenue Service that I am subject to 31% backup withholding as a result
of a failure to report all Interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.
--------------------------------------------------------------------------------------------------------------
SIGNATURE OF APPLICANT DATE
--------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)
--------------------------------------------------------------------------------------------------------------
SIGNATURE OF JOINT OWNER DATE
--------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)
(If you are signing for a corporation, you must indicate corporate office or title. If you wish additional
signatories on the account, please include a corporate resolution. If signing as a fiduciary, you must
indicate capacity.)
For information on additional options, such as IRA Applications, rollover requests for qualified retirement
plans, or for wire instructions, please call us at 1-888-261-4073.
MAIL COMPLETED ACCOUNT APPLICATION AND CHECK TO: THE BOSTON PARTNERS MID CAP VALUE FUND
C/O PFPC INC.
P.O. BOX 8852
WILMINGTON, DE 19899-8852
</TABLE>
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
request the exchange by calling (888) 261-4073. RBB will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine,
and if RBB does not employ such procedures, it may be liable for any losses due
to unauthorized or fraudulent telephone instructions. Neither RBB nor PFPC will
be liable for any loss, liability, cost or expense for following RBB's telephone
transaction procedures described below or for following instructions
communicated by telephone that it reasonably believes to be genuine.
RBB's telephone transaction procedures include the following measures: (1)
requiring the appropriate telephone transaction privilege forms; (2) requiring
the caller to provide the names of the account owners, the account social
security number and name of the Fund, all of which must match RBB's records; (3)
requiring RBB's service representative to complete a telephone transaction form,
listing all of the above caller identification information; (4) permitting
exchanges only if the two account registrations are identical; (5) requiring
that redemption proceeds be sent only by check to the account owners of record
at the address of record, or by wire only to the owners of record at the bank
account of record; (6) sending a written confirmation for each telephone
transaction to the owners of record at the address of record within five (5)
business days of the call; and (7) maintaining tapes of telephone transactions
for six months, if the fund elects to record shareholder telephone transactions.
For accounts held of record by broker-dealers (other than the Distributor),
financial institutions, securities dealers, financial planners and other
industry professionals, additional documentation or information regarding the
scope of a caller's authority is required. Finally, for telephone transactions
in accounts held jointly, additional information regarding other account holders
is required. Telephone transactions will not be permitted in connection with IRA
or other retirement plan accounts or by an attorney-in-fact under a power of
attorney.
If the exchanging shareholder does not currently own Institutional Shares
of the Boston Partners Large Cap Value Fund, a new account will be established
with the same registration, dividend and capital gain options as the account
from which shares are exchanged, unless otherwise specified in writing by the
shareholder with all signatures guaranteed by an Eligible Guarantor Institution,
as defined by rules issued by the SEC, including banks, brokers, dealers, credit
unions, national securities exchanges and savings associations. The exchange
privilege may be modified or terminated at any time, or from time to time, by
RBB, upon 60 days' written notice to shareholders.
If an exchange is to a new account in the Boston Partners Large Cap Value
Fund, the dollar value of Institutional Shares acquired must equal or exceed
that Fund's minimum for a new account; if to an existing account, the dollar
value must equal or exceed that Fund's minimum for subsequent investments. If
any amount remains in the Fund from which the exchange is being made, such
amount must not drop below the minimum account value required by the Fund.
EXCHANGE PRIVILEGE LIMITATIONS
The Fund's exchange privilege is not intended to afford shareholders a way
to speculate on short-term movements in the market. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the Funds and increase transactions costs, the Fund has
established a policy of limiting excessive exchange activity.
Shareholders are entitled to three (3) substantive exchange redemptions (at
least 30 days apart) from the Fund during any twelve-month period.
Notwithstanding these limitations, the Fund reserves the right to reject any
purchase request (including exchange purchases from the Boston Partners Large
Cap Value Fund) that is reasonably deemed to be disruptive to efficient
portfolio management.
9
<PAGE>
HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------
REDEMPTION BY MAIL
Shareholders may redeem for cash some or all of their Shares of the Fund at
any time. To do so, a written request in proper form must be sent directly to
Boston Partners Mid Cap Value Fund c/o PFPC Inc., P.O. Box 8852, Wilmington,
Delaware 19899-8852. There is no charge for a redemption.
A request for redemption must be signed by all persons in whose names the
Shares are registered. Signatures must conform exactly to the account
registration. If the proceeds of the redemption would exceed $10,000, or if the
proceeds are not to be paid to the record owner at the record address, or if the
shareholder is a corporation, partnership, trust or fiduciary, signature(s) must
be guaranteed by an eligible guarantor institution, as defined by SEC rules.
Generally, a properly signed written request with any required signature
guarantee is all that is required for a redemption. In some cases, however,
other documents may be necessary. In the case of shareholders holding share
certificates, the certificates for the shares being redeemed must accompany the
redemption request. Additional documentary evidence of authority is also
required by the Fund's transfer agent in the event redemption is requested by a
corporation, partnership, trust, fiduciary, executor or administrator.
TELEPHONE REDEMPTION
A shareholder wishing to make a redemption by telephone may do so by
following the procedures described below. In order to request redemptions by
telephone, a shareholder must have completed and returned an account application
containing a telephone election. To add a telephone redemption feature to an
existing account that previously did not provide for this option, a Telephone
Redemption Authorization Form must be filed with PFPC. This form is available
from PFPC. Once this election has been made, the shareholder may contact PFPC by
telephone to request the redemption at (888) 261-4073. The Fund will employ
reasonable procedures to confirm that instructions communicated by telephone are
genuine, and if the Fund does not employ such procedures, it may be liable for
any losses due to unauthorized or fraudulent telephone instructions. Neither the
Fund nor PFPC will be liable for any loss, liability, cost or expense for
following the Fund's telephone transaction procedures described below or for
following instructions communicated by telephone that it reasonably believes to
be genuine.
The Fund's telephone transaction procedures include the following measures:
(1) requiring the appropriate telephone transaction privilege forms; (2)
requiring the caller to provide the names of the account owners, the account's
federal tax identification number and name of the Fund, all of which must match
the Fund's records; (3) requiring that redemption proceeds be sent only by check
to the account owners of record at the address of record, or by wire only to the
owners of record at the bank account of record; (4) sending a written
confirmation for each telephone transaction to the owners of record at the
address of record within five (5) Business Days of the call; and (5) maintaining
tapes of telephone transactions for six months, if the Fund elects to record
shareholder telephone transactions.
For accounts held of record by a broker-dealer, trustee, custodian or other
agent, additional documentation or information regarding the scope of a caller's
authority is required. Finally, for telephone transactions in accounts held
jointly, additional information regarding other account holders are required.
Telephone transactions will not be permitted in connection with IRA or other
retirement plan accounts or by an attorney-in-fact under a power of attorney.
INVOLUNTARY REDEMPTION
The Fund reserves the right to redeem a shareholder's account at any time
the net asset value of the account falls below $500 as the result of a
redemption or an exchange request. Shareholders will be notified in writing that
the value of their account is less than $500 and will be allowed 30 days to make
additional investments before the redemption is processed.
10
<PAGE>
PAYMENT OF REDEMPTION PROCEEDS
In all cases, the redemption price is the net asset value per share next
determined after the request for redemption is received in proper form by the
Fund or its agents. Payment for Shares redeemed is made by check mailed within
seven days after acceptance by the Fund or its agents of the request and any
other necessary documents in proper order. Such payment may be postponed or the
right of redemption suspended as permitted by the 1940 Act. If the Shares to be
redeemed have been recently purchased by check, the Fund's transfer agent may
delay mailing a redemption check, which may be a period of up to 15 days,
pending a determination that the check has cleared. The Fund has elected to be
governed by Rule 18f-1 under the 1940 Act so that it is obligated to redeem its
shares solely in cash up to the lesser of $250,000 or 1% of its net asset value
during any 90-day period for any one shareholder of a portfolio.
NET ASSET VALUE
- --------------------------------------------------------------------------------
The net asset value for each class of the Fund is calculated by adding the value
of all of each class' securities to cash and other assets of the class,
deducting the actual and accrued liabilities of each class and dividing by the
total number of Shares of the class outstanding. The net asset value is
calculated as of the close of regular trading on the NYSE, generally 4:00 p.m.
Eastern time, on each Business Day.
Valuation of securities held by the Fund is as follows: securities traded
on a national securities exchange or on the NASDAQ National Market System are
valued at the last reported sale price that day; securities traded on a national
securities exchange or on the NASDAQ National Market System for which there were
no sales on that day and securities traded on other over-the-counter markets for
which market quotations are readily available are valued at the mean of the bid
and asked prices; and securities for which market quotations are not readily
available are valued at fair market value as determined in good faith by or
under the direction of RBB's Board of Directors. The amortized cost method of
valuation may also be used with respect to debt obligations with sixty days or
less remaining to maturity.
With the approval of the Board of Directors, the Fund may use a pricing
service, bank or broker-dealer experienced in such matters to value the Fund's
securities. A more detailed discussion of net asset value and security valuation
is contained in the Statement of Additional Information.
DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------
The Fund will distribute substantially all of the net investment income and
net realized capital gains, if any, of the Fund to the Fund's shareholders. All
distributions are reinvested in the form of additional full and fractional
Shares unless a shareholder elects otherwise.
The Fund will declare and pay dividends from net investment income annually
and pays them in the calendar year in which they are declared, generally in
December. Net realized capital gains (including net short-term capital gains),
if any, will be distributed at least annually.
11
<PAGE>
TAXES
- --------------------------------------------------------------------------------
The following discussion is only a brief summary of some of the important
tax considerations generally affecting the Funds and their shareholders and is
not intended as a substitute for careful tax planning. Accordingly, investors in
the Funds should consult their tax advisers with specific reference to their own
tax situation.
The Fund will elect to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended. So long as the
Fund qualifies for this tax treatment, the Fund will be relieved of federal
income tax on amounts distributed to shareholders, but shareholders, unless
otherwise exempt, will pay income or capital gains taxes on amounts so
distributed (except distributions that are treated as a return of capital)
regardless of whether such distributions are paid in cash or reinvested in
additional Shares.
Distributions out of the "net capital gain" (the excess of net long-term
capital gain over net short-term capital loss), if any, of the Fund will be
taxed to shareholders as long-term capital gain regardless of the length of time
a shareholder has held his Shares, whether such gain was reflected in the price
paid for the Shares, or whether such gain was attributable to bonds bearing
tax-exempt interest. All other distributions, to the extent they are taxable,
are taxed to shareholders as ordinary income.
RBB will send written notices to shareholders annually regarding the tax
status of distributions made by the Fund. Dividends declared in December of any
year payable to shareholders of record on a specified date in such a month will
be deemed to have been received by the shareholders on December 31, provided
such dividends are paid during January of the following year. The Fund intends
to make sufficient actual or deemed distributions prior to the end of each
calendar year to avoid liability for federal excise tax.
Investors should be careful to consider the tax implications of buying
Shares just prior to a distribution. The price of Shares purchased at that time
will reflect the amount of the forthcoming distribution. Those investors
purchasing Shares just prior to a distribution will nevertheless be taxed on the
entire amount of the distribution received, although the distribution is, in
effect, a return of capital.
Shareholders who exchange Shares representing interests in one Fund for
Shares representing interests in another Fund will generally recognize capital
gain or loss for federal income tax purposes.
Shareholders who are nonresident alien individuals, foreign trusts or
estates, foreign corporations or foreign partnerships may be subject to
different U.S. federal income tax treatment.
MULTI-CLASS STRUCTURE
- --------------------------------------------------------------------------------
The Fund offers one other class of shares, which is offered directly to
individual investors pursuant to a separate prospectus. Shares of each class
represent equal pro rata interests in the Fund and accrue dividends and
calculate net asset value and performance quotations in the same manner. The
Fund will quote performance of the Investor Shares separately from Institutional
Shares. Because of different fees paid by the Institutional Shares, the total
return on such shares can be expected, at any time, to be different than the
total return on Investor Shares. Information concerning Investor Shares may be
obtained by calling the Fund at (800) 311-9783 or 9829.
DESCRIPTION OF SHARES
- --------------------------------------------------------------------------------
The Fund has authorized capital of thirty billion shares of Common Stock,
$.001 par value per share, of which 13.67 billion shares are currently
classified into 79 different classes of Common Stock. See "Description of
Shares" in the Statement of Additional Information."
12
<PAGE>
THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED
HEREIN RELATE PRIMARILY TO THE BOSTON PARTNERS MID CAP VALUE FUND AND DESCRIBE
ONLY THE INVESTMENT OBJECTIVES AND POLICIES, OPERATIONS, CONTRACTS AND OTHER
MATTERS RELATING TO THE BOSTON PARTNERS MID CAP VALUE FUND.
Each share that represents an interest in the Fund has an equal
proportionate interest in the assets belonging to the Fund with each other share
that represents an interest in the Fund, even where a share has a different
class designation than another share representing an interest in the Fund.
Shares of the Fund do not have preemptive or conversion rights. When issued for
payment as described in this Prospectus, Shares will be fully paid and
non-assessable.
The Fund currently does not intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. The law under
certain circumstances provides shareholders with the right to call for a meeting
of shareholders to consider the removal of one or more directors. To the extent
required by law, the Fund will assist in shareholder communication in such
matters.
Holders of Shares of the Fund will vote in the aggregate and not by class
on all matters, except where otherwise required by law. Further, shareholders of
all investment portfolios of RBB will vote in the aggregate and not by portfolio
except as otherwise required by law or when the Board of Directors determines
that the matter to be voted upon affects only the interests of the shareholders
of a particular investment portfolio. (See the Statement of Additional
Information under "Additional Information Concerning Fund Shares" for examples
when the 1940 Act requires voting by investment portfolio or by class.)
Shareholders of the Fund are entitled to one vote for each full share held
(irrespective of class or portfolio) and fractional votes for fractional shares
held. Voting rights are not cumulative and, accordingly, the holders of more
than 50% of the aggregate shares of Common Stock of the Fund may elect all of
the directors.
As of May --, 1997, to the Fund's knowledge, no person held of record or
beneficially 25% or more of the outstanding shares of all classes of RBB.
OTHER INFORMATION
- --------------------------------------------------------------------------------
REPORTS AND INQUIRIES
Shareholders will receive unaudited semi-annual reports describing the
Fund's investment operations and annual financial statements audited by
independent accountants. Shareholder inquiries should be addressed to PFPC Inc.,
the Fund's transfer agent, Bellevue Park Corporate Center, 400 Bellevue Parkway,
Wilmington, Delaware 19809, toll-free (888) 261-4073.
SHARE CERTIFICATES
In the interest of economy and convenience, physical certificates
representing Shares in the Fund are not normally issued.
HISTORICAL PERFORMANCE INFORMATION
The table below presents the Composite performance history of certain of
the Adviser's managed accounts on an annualized basis for the period ended March
31, 1997. The Composite is comprised of institutional accounts and other
privately managed accounts with investment objectives, policies and strategies
substantially similar to those of the Fund, although the accounts have operating
histories, whereas the Fund had not commenced operations as of March 31, 1997.
The Composite performance information includes the reinvestment of dividends
received in the underlying securities and is net of investment advisory fees.
The privately managed accounts in the Composite are only available to the
Adviser's institutional advisory clients. These accounts have lower investment
advisory fees than the Fund and the Composite performance figures would have
been lower if subject to the higher fees and expenses to be incurred by the
Fund. The past performance of the accounts which comprise the Composite is not
indicative of or a substitute for the future
13
<PAGE>
performance of the Fund. These private accounts are not subject to the same
investment limitations, diversification requirements and other restrictions
which are imposed upon mutual funds under the Investment Company Act of 1940 and
the Internal Revenue Code, which, if imposed, may have adversely affected the
performance results of the Composites. As of May __, 1997, the Fund had not yet
commenced investment operations and therefore had no performance record of its
own. Listed below the performance history for the Composite is a comparative
index comprised of securities similar to those in which accounts contained in
the Composite are invested.
For the Period Ended March 31, 1997
Since
One Year Inception*
-------- ----------
Composite Performance................... --% --%
Russell Mid Cap Index................... --% --%
The Russell Mid Cap Index is an index composed of the lowest 800 companies
in the Russell 1000 Index as marked by total market capitalization.
*The Adviser commenced managing these accounts on June 1, 1995.
FUTURE PERFORMANCE INFORMATION
From time to time, the Fund may advertise its performance, including
comparisons to other mutual funds with similar investment objectives and to
stock or other relevant indices. All such advertisements will show the average
annual total return over one, five and ten year periods or, if such periods have
not yet elapsed, shorter periods corresponding to the life of the Fund. Such
total return quotations will be computed by finding the compounded average
annual total return for each time period that would equate the assumed initial
investment of $1,000 to the ending redeemable value, net of fees, according to a
required standardized calculation. The standard calculation is required by the
SEC to provide consistency and comparability in investment company advertising.
The Fund may also from time to time include in such advertising an aggregate
total return figure or a total return figure that is not calculated according to
the standardized formula in order to compare more accurately the Fund's
performance with other measures of investment return. For example, the Fund's
total return may be compared with data published by Lipper Analytical Services,
Inc., CDA Investment Technologies, Inc. or Weisenberger Investment Company
Service, or with the performance of the Russell Mid Cap Index. Performance
information may also include evaluation of the Fund by nationally recognized
ranking services and information as reported in financial publications such as
Business Week, Fortune, Institutional Investor, Money Magazine, Forbes,
Barron's, The Wall Street Journal, The New York Times, or other national,
regional or local publications. All advertisements containing performance data
will include a legend disclosing that such performance data represents past
performance and that the investment return and principal value of an investment
will fluctuate so that an investor's Shares, when redeemed, may be worth more or
less than their original cost.
14
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN RBB'S STATEMENT OF
ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY RBB OR ITS DISTRIBUTOR.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY RBB OR BY THE DISTRIBUTOR IN
ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
-----------------
TABLE OF CONTENTS
PAGE
----
INTRODUCTION ..................... 2
INVESTMENT OBJECTIVES AND POLICIES 3
INVESTMENT LIMITATIONS ........... 4
RISK FACTORS ..................... 5
MANAGEMENT ....................... 5
DISTRIBUTION OF SHARES ........... 6
HOW TO PURCHASE SHARES ........... 7
HOW TO REDEEM SHARES ............. 10
NET ASSET VALUE .................. 11
DIVIDENDS AND DISTRIBUTIONS ...... 11
TAXES ............................ 12
MULTI-CLASS STRUCTURE ............ 12
DESCRIPTION OF SHARES ............ 12
OTHER INFORMATION ................ 13
INVESTMENT ADVISER
Boston Partners Asset Management, L.P.
Boston, Massachusetts
CUSTODIAN
PNC Bank, N.A.
Philadelphia, Pennsylvania
TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware
DISTRIBUTOR
Counsellors Securities Inc.
New York, New York
COUNSEL
Drinker Biddle & Reath
Philadelphia, Pennsylvania
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
<PAGE>
PROSPECTUS
MAY--, 1997
BOSTON PARTNERS
MID CAP
VALUE FUND
(INVESTOR SHARES)
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
[GRAPHIC OMITTED]
<PAGE>
BOSTON PARTNERS MID CAP VALUE FUND
(INVESTOR CLASS)
OF
THE RBB FUND, INC.
Boston Partners Mid Cap Value Fund (the "Fund") is an investment portfolio
of The RBB Fund, Inc. ("RBB"), an open-end management investment company. The
shares of the Investor Class ("Shares") offered by this Prospectus represent
interests in the Fund. The Fund is a diversified fund that seeks long-term
growth of capital, with current income as a secondary objective, primarily
through equity investments, such as common stocks. It seeks to achieve its
objectives by investing at least 65% of its total assets in a diversified
portfolio consisting of equity securities of issuers with a market
capitalization of primarily between $600 million and $6 billion and identified
by Boston Partners Asset Management, L.P. (the "Adviser") as equity securities
that possess value characteristics. The Adviser examines various factors in
determining the value characteristics of such issuers, including but not limited
to, price to book value ratios and price to earnings ratios. These value
characteristics are examined in the context of the issuer's operating and
financial fundamentals such as return on equity, earnings growth and cash flow.
This Prospectus contains information that a prospective investor needs to
know before investing. Please keep it for future reference. A Statement of
Additional Information, dated May --, 1997, has been filed with the Securities
and Exchange Commission and is incorporated by reference in this Prospectus. The
Prospectus and the Statement of Additional Information are available for
reference, along with other related material on the SEC Internet Web Site
(http://www.sec.gov). It may be obtained free of charge from the Fund by calling
(800) 311-9783 or 9829.
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, PNC BANK, NATIONAL ASSOCIATION OR ANY OTHER BANK AND SHARES ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER AGENCY. INVESTMENTS IN SHARES OF THE FUND INVOLVE
INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
PROSPECTUS May --, 1997
<PAGE>
INTRODUCTION
- --------------------------------------------------------------------------------
RBB is an open-end management investment company incorporated under the
laws of the State of Maryland currently operating or proposing to operate
twenty separate investment portfolios. The Shares offered by this Prospectus
represent interests in the Boston Partners Mid Cap Value Fund. RBB was
incorporated in Maryland on February 29, 1988.
FEE TABLE
The following tables illustrate all expenses and fees (after expected fee
waivers and expenses reimbursements) that a shareholder would incur in the Fund.
The expenses and fees in the tables are based on expenses expected to be
incurred for the current fiscal year ending August 31, 1997.
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
AFTER FEE WAIVERS*
Management fees (after waivers)**....................... 0.75%
12b-1 fees**............................................ 0.25%
Other Expenses.......................................... 0.30%
----
Total Fund Operating Expenses (after waivers)............. 1.30%
====
*In the absence of fee waivers, Management Fees would be 0.80% and Total Fund
Operating Expenses would be 1.35%.
**Management Fees and 12b-1 Fees are each based on average daily net assets and
are calculated daily and paid monthly.
EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the
Fund, assuming (1) a 5% annual return and (2) redemption at the end of each time
period:
ONE YEAR THREE YEARS
-------- -----------
Boston Partners Mid Cap Value Fund........... $13 $41
The Fee Table is designed to assist an investor in understanding the
various costs and expenses that an investor in the Fund will bear directly or
indirectly. (For more complete descriptions of the various costs and expenses,
see "Management" and "Distribution of Shares" below.) The Fee Table reflects a
voluntary waiver of "Management fees" for the Fund. However, the Adviser is
under no obligation with respect to such waivers and there can be no assurance
that any future waivers of Management fees will not vary from the figure
reflected in the Fee Table.
The Example in the Fee Table assumes that all dividends and distributions
are reinvested and that the amounts listed under "Annual Fund Operating Expenses
After Fee Waivers" remain the same in the years shown. THE EXAMPLE SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY
BE GREATER OR LESSER THAN THOSE SHOWN.
No financial data is supplied for the Fund because, as of the date of this
Prospectus, the Fund has no performance history.
2
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------
The Fund's investment objectives are to provide long-term growth of capital
with current income as a secondary objective. The Fund seeks to achieve its
objective by investing at least 65% of its total assets in a diversified
portfolio consisting primarily of equity securities such as common stocks of
issuers with a market capitalization of between $600 million and $6 billion and
identified by the Adviser as equity securities that possess value
characteristics.
The Adviser examines various factors in determining the value
characteristics of such issuers, including but not limited to price to book
value ratios and price to earnings ratios. These value characteristics are
examined in the context of the issuer's operating and financial fundamentals
such as return on equity, earnings growth and cash flow.
The Adviser selects securities for the Fund based on a continuous study of
trends in industries and companies, earnings power and growth and other
investment criteria. Major emphasis is placed on industries and issuers that are
considered by Adviser to have particular possibilities for long-term growth. In
general, the Fund's investments are broadly diversified over a number of
industries and, as a matter of policy, the Fund will not invest 25% or more of
its total assets in any one industry.
The Fund may invest up to 20% of its total assets in securities of foreign
issuers. Investing in securities of foreign issuers involves considerations not
typically associated with investing in securities of companies organized and
operating in the U.S. Foreign securities generally are denominated and pay
dividends or interest in foreign currencies. The Fund may hold from time to time
various foreign currencies pending their investment in foreign securities or
their conversion into U.S. dollars. The value of the assets of the Fund as
measured in U.S. dollars may therefore be affected favorably or unfavorably by
changes in exchange rates. There may be less publicly available information
concerning foreign issuers than is available with respect to U.S. issuers.
Foreign securities may not be registered with the U.S. Securities and Exchange
Commission, and generally, foreign companies are not subject to uniform
accounting, auditing and financial reporting requirements comparable to those
applicable to U.S. issuers. See "Investment Objectives and Policies--Foreign
Securities" in the Statement of Additional Information.
Under normal market conditions, the Fund will invest a minimum of 65% of
its total assets in securities of issuers with a market capitalization of
between $600 million and $6 billion.
The Fund may invest the remainder of its total assets in equity securities
of issuers with lower or higher capitalization; mutual funds; derivative
securities; debt securities issued by U.S. banks, corporations and other
business organizations that are investment grade securities; and debt securities
issued by the U.S. government or government agencies.
The Fund may agree to purchase securities from financial institutions
subject to the seller's agreement to repurchase them at an agreed-upon time and
price ("repurchase agreements"). The securities held subject to a repurchase
agreement may have stated maturities exceeding 397 calendar days, provided the
repurchase agreement itself matures in less than 397 calendar days. The
financial institutions with whom the Fund may enter into repurchase agreements
will be banks which the Adviser considers creditworthy pursuant to criteria
approved by the Board of Directors and nonbank dealers of U.S. Government
securities that are listed on the Federal Reserve Bank of New York's list of
reporting dealers. The Adviser will consider the creditworthiness of a seller in
determining whether to have the Fund enter into a repurchase agreement. The
seller under a repurchase agreement will be required to maintain the value of
the securities subject to the agreement at not less than the repurchase price
plus accrued interest. The Adviser or Sub-Adviser will mark to market daily the
value of the securities, and will, if necessary, require the seller to maintain
additional securities, to ensure that the value is not less than the repurchase
price. Default by or bankruptcy of the seller would, however, expose the Fund to
possible loss because of adverse market action or delays in connection with the
disposition of the underlying obligations.
In accordance with the above-mentioned policies, the Fund may also invest
in indexed securities, convertible securities, reverse repurchase agreements,
dollar rolls, financial futures contracts, options on futures contracts and may
lend portfolio securities. See "Investment Objectives and Policies" in the
Statement of Additional Information.
The Fund may invest in registered investment companies and investment funds
in foreign countries subject to the provisions of the Investment Company Act of
1940, as amended (the "1940 Act"), and as discussed in "Investment Objectives
and Policies" in the Statement of Additional Information. If the Fund invests in
such investment companies, the Fund will bear its proportionate share of the
costs incurred by such companies, including investment advisory fees.
The Fund may lend its portfolio securities to financial institutions in
accordance with the investment restrictions as discussed in "Investment
Objectives and Policies" in the Statement of Additional Information. Such loans
would involve risks of delay in receiving additional collateral in the event the
value of the collateral decreased below the value of the securities loaned or of
delay in recovering the securities loaned or even loss of rights in the
collateral should the borrower of the securities fail financially. However,
loans will be made only to borrowers deemed by the Adviser to
3
<PAGE>
be of good standing and only when, in the Adviser's judgment, the income to be
earned from the loans justifies the attendant risks. Any loans of the Fund's
securities will be fully collateralized and marked to market daily.
While the Adviser intends to fully invest the Fund's assets at all times in
accordance with the above-mentioned policies, the Fund reserves the right to
hold up to 100% of its assets, as a temporary defensive measure, in cash and
eligible U.S. dollar-denominated money market instruments. The Adviser will
determine when market conditions warrant temporary defensive measures. Money
market instruments which may be so held are described under "Investment
Objectives and Policies" in the Statement of Additional Information.
The Fund's investment objectives and the policies described above may be
changed by the RBB's Board of Directors without the affirmative vote of the
holders of a majority of the outstanding Shares representing an interest in the
Fund. Such changes may result in the Fund having investment objectives which
differ from those an investor may have considered at the time of investment.
INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------
The Fund may not change the following investment limitations without the
affirmative vote of the holders of a majority of the Fund's outstanding Shares.
(A complete list of the investment limitations that cannot be changed without
such a vote of the shareholders is contained in the Statement of Additional
Information under "Investment Objectives and Policies.")
The Fund may not:
1. Purchase the securities of any one issuer, other than securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, if immediately after and as a result of such purchase
more than 5% of the value of the Fund's total assets would be invested in
the securities of such issuer, or more than 10% of the outstanding voting
securities of such issuer would be owned by the Fund, except that up to 25%
of the value of the Fund's total assets may be invested without regard to
such limitations.
2. Purchase any securities which would cause, at the time of purchase,
more than 25% of the value of the total assets of the Fund to be invested
in the obligations of issuers in any single industry, provided that there
is no limitation with respect to investments in U.S. Government
obligations.
3. Borrow money or issue senior securities, except that the Fund may
borrow from banks and enter into reverse repurchase agreements and dollar
rolls for temporary purposes in amounts up to one-third of the value of its
total assets at the time of such borrowing; or mortgage, pledge or
hypothecate any assets, except in connection with any such borrowing and
then in amounts not in excess of one-third of the value of the Fund's total
assets at the time of such borrowing. The Fund will not purchase securities
while its aggregate borrowings (including reverse repurchase agreements,
dollar rolls and borrowings from banks) in excess of 5% of its total assets
are outstanding. Securities held in escrow or separate accounts in
connection with the Fund's investment practices are not considered to be
borrowings or deemed to be pledged for purposes of this limitation.
PORTFOLIO TURNOVER
The Fund may make changes in its underlying securities holdings consistent
with the Adviser's investment recommendation. The Fund retains the right to sell
securities irrespective of how long they have been held. Federal income tax law
may restrict the extent to which the Fund may engage in short-term trading
activities. See "Taxes" in the Statement of Additional Information for a
discussion of such federal income tax law restrictions. The Adviser estimates
that the annual turnover in the Fund will be approximately 100%. High portfolio
turnover will generally result in higher transaction costs to a portfolio and
may result in the realization of short-term capital gains that are taxable to
shareholders as ordinary income.
4
<PAGE>
RISK FACTORS
- --------------------------------------------------------------------------------
As with other mutual funds, there can be no assurance that the Fund will
achieve its objective. The net asset value per share of Shares representing an
interest in the Fund will fluctuate as the values of its portfolio securities
change in response to changing conditions in the equity market. An investment in
the Fund is not intended to constitute a balanced investment program. Other risk
factors are discussed above under "Investment Objectives and Policies" and in
the Statement of Additional Information under "Investment Objectives and
Polices."
Investment methods described in this Prospectus are among those which the
Fund has the power to utilize. Some may be employed on a regular basis; others
may not be used at all. Accordingly, reference to any particular method or
technique carries no implication that it will be utilized or, if it is, that it
will be successful.
MANAGEMENT
- --------------------------------------------------------------------------------
BOARD OF DIRECTORS
The business and affairs of RBB and the Fund are managed under the
direction of the RBB's Board of Directors.
INVESTMENT ADVISER
Boston Partners Asset Management, L.P., located at One Financial Center,
43rd Floor Boston, Massachusetts 02111, serves as the Fund's investment adviser.
The Adviser provides investment management and investment advisory services to
investment companies and other institutional accounts that had aggregate total
assets under management as of April 30, 1997, in excess of $8 billion.
Subject to the supervision and direction of the Trust's Board of Trustees,
the Adviser manages the Fund's portfolio in accordance with the Fund's
investment objective and policies, makes investment decisions for the Fund,
places orders to purchase and sell securities, and employs professional
portfolio managers and securities analysts who provide research services to the
Fund. For its services to the Fund, the Adviser is paid a monthly advisory fee
computed at an annual rate of 0.80% of the Fund's average daily net assets.
PORTFOLIO MANAGEMENT
The day-to-day portfolio management of the Fund is the responsibility of
Wayne J. Archambo who is a senior portfolio manager of the Adviser and a member
of the Adviser's Equity Strategy Committee. Prior to joining the Adviser in
April 1995, Mr. Archambo was employed by The Boston Company Asset Management
from 1989 through April 1995 where he was a senior portfolio manager and a
member of the firm's Equity Policy Committee. Mr. Archambo has over 15 years of
investment experience and is a Chartered Financial Analyst.
ADMINISTRATOR
PFPC Inc. ("PFPC") serves as administrator to the Fund and generally
assists the Fund in all aspects of its administration and operations, including
matters relating to the maintenance of financial records and accounting. For its
services, PFPC receives a fee calculated at an annual rate of .125% of the
Fund's average daily net assets with a minimum annual fee of $75,000 payable
monthly on a pro rata basis.
TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND CUSTODIAN
PNC Bank, National Association ("PNC Bank") serves as the Fund's custodian
and PFPC serves as the Fund's transfer agent and dividend disbursing agent.
PFPC's principal offices are located at 400 Bellevue Parkway, Wilmington,
Delaware 19809. PFPC may enter into shareholder servicing agreements with
registered broker-dealers who have entered into dealer agreements with the
Distributor ("Authorized Dealers") for the provision of certain shareholder
5
<PAGE>
support services to customers of such Authorized Dealers who are shareholders of
the Fund. The services provided and the fees payable by the Fund for these
services are described in the Statement of Additional Information under
"Investment Advisory, Distribution and Servicing Arrangements."
EXPENSES
The expenses of the Fund are deducted from its total income before
dividends are paid. These expenses include, but are not limited to, fees paid to
the Adviser, fees and expenses of officers and directors who are not affiliated
with any of the Fund's investment advisers, sub-advisers or the Fund's
distributor, taxes, interest, legal fees, custodian fees, auditing fees,
brokerage fees and commissions, certain of the fees and expenses of registering
and qualifying the Fund and the Shares for distribution under federal and state
securities laws, expenses of preparing prospectuses and statements of additional
information and of printing and distributing prospectuses and statements of
additional information annually to existing shareholders that are not
attributable to a particular class of shares of RBB, the expense of reports to
shareholders, shareholders' meetings and proxy solicitations that are not
attributable to a particular class of shares of RBB, fidelity bond and directors
and officers liability insurance premiums, the expense of using independent
pricing services and other expenses which are not expressly assumed by the
Adviser under its investment advisory agreement with respect to the Fund. Any
general expenses of RBB that are not readily identifiable as belonging to a
particular investment portfolio of RBB will be allocated among all investment
portfolios of RBB based upon the relative net assets of the investment
portfolios at the time such expenses are incurred. Distribution expenses,
transfer agency expenses, expenses of preparation, printing and distributing
prospectuses, statements of additional information, proxy statements and reports
to shareholders, and registration fees, identified as belonging to a particular
class, are allocated to such class.
The Adviser may assume expenses of the Fund from time to time. To the
extent any service providers assume expenses of the Fund, such assumption of
expenses will have the effect of lowering the Fund's overall expense ratio and
increasing its yield to investors.
PORTFOLIO TRANSACTIONS
Transactions for the Fund may be effected through broker/dealers, subject
to the requirements of best execution. The Adviser may consider a number of
factors in determining which brokers to use in purchasing or selling the Fund's
securities. These factors, which are more fully discussed in the Statement of
Additional Information, include, but are not limited to, research services, the
reasonableness of commissions and quality of services and execution. The Fund
may enter into brokerage transactions with and pay brokerage commissions to
brokers that are affiliated persons (as such term is defined in the 1940 Act)
provided that the terms of the brokerage transactions comply with the provisions
of the 1940 Act.
DISTRIBUTION OF SHARES
- --------------------------------------------------------------------------------
Counsellors Securities Inc. (the "Distributor"), a wholly owned subsidiary of
Warburg, Pincus Counsellors, Inc., with offices at 466 Lexington Avenue, New
York, New York 10017, acts as distributor for the Shares pursuant to a
distribution agreement (the "Distribution Agreement") with RBB on behalf of the
Shares.
The Board of Directors of the Fund approved and adopted a Distribution
Agreement and Plan of Distribution for the Shares (the "Plan") pursuant to Rule
12b-1 under the 1940 Act. Under the Plan, the Distributor is entitled to receive
from the Fund a distribution fee, which is accrued daily and paid monthly, of up
to 0.25% on an annualized basis of the average daily net assets of the Fund. The
actual amount of such compensation under the Plan is agreed upon by RBB's Board
of Directors and by the Distributor in the Distribution Agreement. The
Distributor may, in its discretion, from time to time waive voluntarily all or
any portion of its distribution fee.
6
<PAGE>
Amounts paid to the Distributor under the Plan may be used by the
Distributor to cover expenses that are related to (i) the sale of Investor
Shares of the Fund, (ii) ongoing servicing and/or maintenance of the accounts of
shareholders of the Fund, and (iii) sub-transfer agency services, subaccounting
services or administrative services related to the sale of the Investor Shares
of the Fund, all as set forth in the Plan. The Distributor may delegate some or
all of these functions to Service Agents. See "How to Purchase Shares --
Purchases Through Intermediaries."
The Plan obligates the Fund, during the period it is in effect, to accrue
and pay to the Distributor on behalf of the Fund the fee agreed to under the
Distribution Agreement. Payments under the Plan are not tied exclusively to
expenses actually incurred by the Distributor and the payments may exceed
distribution expenses actually incurred.
Under the terms of Rule 12b-1, the Plan will remain in effect only if
approved at least annually by the RBB Board of Directors, including those
directors who are not "interested persons" of RBB as that term is defined in the
1940 Act and who have no direct or indirect financial interest in the operation
of the Plan or in any agreements related thereto ("12b-1 Directors"). The Plan
may be terminated at any time by vote of a majority of the 12b-1 Directors or by
vote of a majority of the Fund's outstanding voting securities of the Fund. The
fee set forth above will be paid by the Fund to the Distributor unless and until
the Plan is terminated or not renewed.
The Fund or its affiliates may, at their own expense, provide promotional
incentives for qualified recipients who support the sale of shares of the Fund,
consisting of securities dealers who have sold Fund shares or others, including
banks and other financial institutions, under special arrangements. Incentives
may include opportunities to attend business meetings, conferences, sales or
training programs for exmployees or clients and other programs or events and may
also include opportunities to participate in advertising or sales campaigns
and/or shareholder services and programs regarding the Fund. The Fund or its
affiliates may pay for travel, meals and lodging in connection with promotions.
In some instances, these incentives may be offered only to certain institutions
whose representatives provide services in connection with the sale or expected
sale of significant amounts of Fund shares.
HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------
GENERAL
Shares representing an interest in the Fund are offered continuously for
sale by the Distributor and may be purchased without imposition of a sales
charge. Shares may be purchased initially by completing the application included
in this Prospectus and forwarding the application to the Fund's transfer agent,
PFPC. Purchases of Shares may be effected by wire to an account to be specified
by PFPC or by mailing a check or Federal Reserve Draft, payable to the order of
"The Boston Partners Mid Cap Value Fund" c/o PFPC Inc., P.O. Box 8852,
Wilmington, Delaware 19899-8852. The name of the Fund, Boston Partners Mid Cap
Value Fund, must also appear on the check or Federal Reserve Draft. Shareholders
may not purchase shares of the Boston Partners Mid Cap Value Fund with a check
issued by a third party and endorsed over to the fund. Federal Reserve Drafts
are available at national banks or any state bank which is a member of the
Federal Reserve System. Initial investments in the Fund must be at least $2,500
and subsequent investments must be at least $500. The Fund reserves the right to
suspend the offering of Shares for a period of time or to reject any purchase
order.
Shares may be purchased on any Business Day. A "Business Day" is any day
that the New York Stock Exchange (the "NYSE") is open for business. Currently,
the NYSE is closed on weekends and New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day
and on the preceding Friday or subsequent Monday when one of these holidays
falls on a Saturday or Sunday, respectively. Shares are offered at the next
determined net asset value per share.
The price paid for Shares purchased initially or acquired through the
exercise of an exchange privilege is based on the net asset value next computed
after an order is received by the Fund or its agent provided such order is
transmitted to and received by the Fund or its agents prior to its close of the
NYSE.
7
<PAGE>
Orders received by the Fund or its agents after the close of the NYSE (currently
4:00 p.m., Eastern time) are priced at the net asset value next determined on
the following Business Day. In those cases where an investor pays for Shares by
check, the purchase will be effected at the net asset value next determined
after the Fund or its agents receives the order and the completed application.
Provided that the investment is at least $2,500, an investor may also
purchase Shares by having his bank or his broker wire Federal Funds to PFPC. The
Fund does not currently impose a service charge for effecting wire transfers,
but reserves the right to do so in the future. An investor's bank or broker may
impose a charge for this service. In order to ensure prompt receipt of an
investor's Federal Funds wire, for an initial investment, it is important that
an investor follows these steps:
A. Fully complete and sign the application and mail it to the address
shown thereon. PFPC will not process purchases until it receives a fully
completed and signed Application.
B. Telephone the Fund's transfer agent, PFPC, toll-free (888)
261-4073, and provide PFPC with your name, address, telephone number,
Social Security or Tax Identification Number, the Fund selected, the amount
being wired, and by which bank. PFPC will then provide an investor with a
Fund account number. Investors with existing accounts should also notify
PFPC prior to wiring funds.
C. Instruct your bank or broker to wire the specified amount, together
with your assigned account number, to PFPC's account with PNC:
PNC Bank, N.A.
Philadelphia, PA 19103
ABA Number: 0310-0005-3
CREDITING ACCOUNT NUMBER: 86-1108-2507
FROM: (name of investor)
ACCOUNT NUMBER: (Investor's account number with the Fund)
FOR PURCHASE OF: Boston Partners Mid Cap Value Fund
AMOUNT: (amount to be invested)
For subsequent investments, an investor should follow steps B and C above.
PURCHASES THROUGH INTERMEDIARIES
Shares of the Fund may be available through certain broker-dealers,
financial institutions and other industry professionals (collectively, "Service
Organizations"), which may impose certain conditions on their clients or
customers that invest in the Fund, which are in addition to or differernt than
those described in this Prospectus, and may charge their clients or customers
direct fees. Generally, programs sponsored by Service Organizations do not
require customers to pay a transaction fee in connection with purchases. Certain
features of the Fund, such as the initial and subsequent investment minimums,
redemption fees and certain trading restrictions, may be modified or waived by
Service Organizations. Service Organizations may impose transaction or
administrative charges or other direct fees, which charges and fees would not be
imposed if Fund shares are purchases directly from the Fund. Therefore, a client
or customer should contact the Service Organization acting on his behalf
concerning the fees (if any) charged in connection with a purchase or redemption
of Fund shares and should read this Prospectus in light of the terms governing
his accounts with the Service Organization. Service Organizations will be
responsible for promptly transmitting client or customer purchase and redemption
orders to the Fund in accordance with their agreements with the Fund and with
clients or customers.
Service Organizations that have entered into agreements with the Fund or
its agent may enter confirmed purchase orders on behalf of clients and
customers, with payment to follow no later than the Fund's pricing on the
following Business Day. If payment is not received by such time, the Service
Organization could be held liable for resulting fees or losses.
For administration, subaccounting, transfer agrency and/or other services,
Boston Partners, Counsellors Securities or their affiliates may pay Service
Organizations and certain recordkeeping organizations a fee of up to .__% (the
"Service Fee") of the average annual value of accounts with the Fund maintained
by such Service Organizations or recordkeepers. A portion of the Service Fee may
be borne by the Fund as a transfer agency fee. The Service Fee payable to any
one Service Organization is determined based upon a number of factors, including
the nature and quality of services provided, the operations processing
requirements of the relationship and the standardized fee schedule of the
Service Organization or recordkeeper.
EXCHANGE PRIVILEGE
The exchange privilege is available to shareholders residing in any state
in which the Shares being acquired may be legally sold. A shareholder may
exchange Shares of the Fund for Investor Shares of the Boston Partners Large Cap
Value Fund up to three (3) times per year. Such exchange will be effected at the
net asset value of the exchanged Fund and the net asset value of the Boston
Partners Large Cap Value Fund next determined after PFPC's receipt of a request
for an exchange. An exchange of Shares will be treated as a sale for federal
income tax purposes. See "Taxes."
A shareholder wishing to make an exchange may do so by sending a written
request to PFPC. In order to request exchanges by telephone, a shareholder must
have completed and returned an account application containing a telephone
election. To add a telephone exchange feature to an existing account that
8
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
<TABLE>
<CAPTION>
BOSTON PARTNERS MID CAP VALUE FUND BOSTON PARTNERS ASSET MANAGEMENT, L.P. (LOGO)
(INVESTOR CLASS) [GRAPHIC OMITTED]
ACCOUNT APPLICATION
PLEASE NOTE: Do not use this form to open a retirement plan account. For an IRA application or help with this Application, please
call 1-888-261-4073
<S> <C>
- ----------------- (Please check the appropriate box(es) below.)
| 1 | [ ] Individual [ ] Joint Tenant [ ] Other
| Account |
| Registration: | --------------------------------------------------------------------------------------------------------------
- ----------------- NAME SOCIAL SECURITY NUMBER OR TAX ID# OF PRIMARY OWNER
--------------------------------------------------------------------------------------------------------------
NAME OF JOINT OWNER JOINT OWNER SOCIAL SECURITY NUMBER OR TAX ID#
For joint accounts, the account registrants will be joint tenants with right of survivorship and not tenants
in common unless tenants in common or community property registrations are requested.
- ----------------
GIFT TO MINOR: [ ] UNIFORM GIFTS/TRANSFER TO MINOR'S ACT
- ----------------
--------------------------------------------------------------------------------------------------------------
NAME OF ADULT CUSTODIAN (ONLY ONE PERMITTED)
--------------------------------------------------------------------------------------------------------------
NAME OF MINOR (ONLY ONE PERMITTED)
--------------------------------------------------------------------------------------------------------------
MINOR'S SOCIAL SECURITY NUMBER AND DATE OF BIRTH
- -------------------
CORPORATION
PARTNERSHIP, TRUST
OR OTHER ENTITY:
- ------------------- --------------------------------------------------------------------------------------------------------------
NAME OF CORPORATION, PARTNERSHIP, OR OTHER NAME(S) OF TRUSTEE(S)
--------------------------------------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION NUMBER
- ------------------
| 2 | --------------------------------------------------------------------------------------------------------------
| Mailing | STREET OR P.O. BOX AND/OR APARTMENT NUMBER
| Address |
- ------------------ --------------------------------------------------------------------------------------------------------------
CITY STATE ZIP CODE
--------------------------------------------------------------------------------------------------------------
DAY PHONE NUMBER EVENING PHONE NUMBER
- ------------------ Minimum initial investment of $100,000. Amount of investment $___________
| 3 |
| Investment | Make the check payable to Boston Partners Mid Cap Value Fund.
| Information |
- ------------------ Shareholders may not purchase shares of this Fund with a check issued by a third party and endorsed over to
the Fund.
- ------------------ NOTE: Dividends and capital gains may be reinvested or paid by check. If no options are selected below, both
DISTRIBUTION dividends and capital gains will be reinvested in additional Fund shares.
OPTIONS:
- ------------------ DIVIDENDS [ ] Pay by check [ ] Reinvest [ ] CAPITAL GAINS [ ] Pay by check [ ] Reinvest [ ]
- ------------------
SYSTEMATIC To select this portion please fill out the information below:
WITHDRAWAL
PLAN: 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
Please check one of the following options: ______ Please mail checks to Address of Record (Named in Section 2)
______ Please electronically credit my Bank of Record (Named in
Section 5)
- ------------------ To use this option, you must initial the appropriate line below.
| 4 |
| Telephone | I authorize the Transfer Agent to accept instructions from any persons to redeem or exchange shares in my
| Exchange and | account(s) by telephone in accordance with the procedures and conditions set forth in the Fund's current
| Redemption: | prospectus.
- -----------------
--------------------- ---------------------
individual initial joint initial Redeem shares, and send the proceeds to the address of record.
--------------------- ---------------------
individual initial joint initial Exchange shares for shares of another Boston Partners Fund.
- ------------------ The Automatic Investment Plan which is available to shareholders of the Fund, makes possible regularly
| 5 | scheduled purchases of Fund shares to allow dollar-cost averaging. The Fund's Transfer Agent can arrange for
| Automatic | an amount of money selected by you to be deducted from your checking account and used to purchase shares of
| Investment | the Fund.
| Plan: |
- ------------------ Please debit $_________ from my checking account (named below) on or about the 20th of the month.
PLEASE ATTACH AN UNSIGNED, VOIDED CHECK.
[ ] Monthly [ ] Every Alternate Month [ ] Quarterly [ ] Other
- ------------------ --------------------------------------------------------------------------------------------------------------
BANK OF RECORD: BANK NAME STREET ADDRESS OR P.O. BOX
- ------------------
--------------------------------------------------------------------------------------------------------------
CITY STATE ZIP CODE
--------------------------------------------------- ------------------------------------------------------
BANK ABA NUMBER BANK ACCOUNT NUMBER
- ------------------ The undersigned warrants that I (we) have full authority and, if a natural person, I (we) am (are) of legal
| 6 | age to purchase shares pursuant to this Account Application, and I (we) have received a current prospectus for
| Signatures: | the Fund in which I (we) am (are) investing.
| | Under the Interest and Dividend Tax Compliance Act of 1983, the Fund is required to have the following
- ------------------ certification:
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number
to be issued to), and
(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not
been notified by the Internal Revenue Service that I am subject to 31% backup withholding as a result
of a failure to report all Interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.
--------------------------------------------------------------------------------------------------------------
SIGNATURE OF APPLICANT DATE
--------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)
--------------------------------------------------------------------------------------------------------------
SIGNATURE OF JOINT OWNER DATE
--------------------------------------------------------------------------------------------------------------
PRINT NAME TITLE (IF APPLICABLE)
(If you are signing for a corporation, you must indicate corporate office or title. If you wish additional
signatories on the account, please include a corporate resolution. If signing as a fiduciary, you must
indicate capacity.)
For information on additional options, such as IRA Applications, rollover requests for qualified retirement
plans, or for wire instructions, please call us at 1-888-261-4073.
MAIL COMPLETED ACCOUNT APPLICATION AND CHECK TO: THE BOSTON PARTNERS MID CAP VALUE FUND
C/O PFPC INC.
P.O. BOX 8852
WILMINGTON, DE 19899-8852
</TABLE>
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
previously did not provide for this option, a Telephone Exchange Authorization
Form must be filed with PFPC. This form is available from PFPC. Once this
election has been made, the shareholder may simply contact PFPC by telephone to
request the exchange by calling (888) 261-4073. RBB will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine,
and if RBB does not employ such procedures, it may be liable for any losses due
to unauthorized or fraudulent telephone instructions. Neither RBB nor PFPC will
be liable for any loss, liability, cost or expense for following RBB's telephone
transaction procedures described below or for following instructions
communicated by telephone that it reasonably believes to be genuine.
RBB's telephone transaction procedures include the following measures: (1)
requiring the appropriate telephone transaction privilege forms; (2) requiring
the caller to provide the names of the account owners, the account social
security number and name of the Fund, all of which must match RBB's records; (3)
requiring RBB's service representative to complete a telephone transaction form,
listing all of the above caller identification information; (4) permitting
exchanges only if the two account registrations are identical; (5) requiring
that redemption proceeds be sent only by check to the account owners of record
at the address of record, or by wire only to the owners of record at the bank
account of record; (6) sending a written confirmation for each telephone
transaction to the owners of record at the address of record within five (5)
business days of the call; and (7) maintaining tapes of telephone transactions
for six months, if the fund elects to record shareholder telephone transactions.
For accounts held of record by broker-dealers (other than the Distributor),
financial institutions, securities dealers, financial planners and other
industry professionals, additional documentation or information regarding the
scope of a caller's authority is required. Finally, for telephone transactions
in accounts held jointly, additional information regarding other account holders
is required. Telephone transactions will not be permitted in connection with IRA
or other retirement plan accounts or by an attorney-in-fact under a power of
attorney.
If the exchanging shareholder does not currently own Investor Shares of the
Boston Partners Large Cap Value Fund, a new account will be established with the
same registration, dividend and capital gain options as the account from which
shares are exchanged, unless otherwise specified in writing by the shareholder
with all signatures guaranteed by an Eligible Guarantor Institution, as defined
by rules issued by the SEC, including banks, brokers, dealers, credit unions,
national securities exchanges and savings associations. The exchange privilege
may be modified or terminated at any time, or from time to time, by RBB, upon 60
days' written notice to shareholders.
If an exchange is to a new account in the Boston Partners Large Cap Value
Fund, the dollar value of Investor Shares acquired must equal or exceed RBB's
minimum for a new account; if to an existing account, the dollar value must
equal or exceed that Fund's minimum for subsequent investments. If any amount
remains in the Fund from which the exchange is being made, such amount must not
drop below the minimum account value required by the Fund.
EXCHANGE PRIVILEGE LIMITATIONS
The Fund's exchange privilege is not intended to afford shareholders a way
to speculate on short-term movements in the market. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the Funds and increase transactions costs, the Fund has
established a policy of limiting excessive exchange activity.
Shareholders are entitled three (3) substantive exchange redemptions (at
least 30 days apart) from the Fund during any twelve-month period.
Notwithstanding these limitations, the Fund reserves the right to reject any
purchase request (including exchange purchases from the Boston Partners Large
Cap Value Fund) that is reasonably deemed to be disruptive to efficient
portfolio management.
9
<PAGE>
AUTOMATIC INVESTING
Additional investments in Shares may be made automatically by authorizing
the Fund's transfer agent to withdraw funds from your bank account. Investors
desiring to participate in the Automatic Investment Plan should call the Fund's
transfer agent, PFPC, at (888)261-4073 to obtain the appropriate forms.
RETIREMENT PLANS
Shares may be purchased in conjunction with individual retirement accounts
("IRAs") and rollover IRAs where PNC Bank acts as custodian. For further
information as to applications and annual fees, contact the Fund's transfer
agent, PFPC, at (888) 261-4073. To determine whether the benefits of an IRA are
available and/or appropriate, a shareholder should consult with a tax adviser.
HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------
REDEMPTION BY MAIL
Shareholders may redeem for cash some or all of their Shares of the Fund at
any time. To do so, a written request in proper form must be sent directly to
Boston Partners Mid Cap Value Fund c/o PFPC Inc., P.O. Box 8852, Wilmington,
Delaware 19899-8852. There is no charge for a redemption.
A request for redemption must be signed by all persons in whose names the
Shares are registered. Signatures must conform exactly to the account
registration. If the proceeds of the redemption would exceed $10,000, or if the
proceeds are not to be paid to the record owner at the record address, or if the
shareholder is a corporation, partnership, trust or fiduciary, signature(s) must
be guaranteed by an eligible guarantor institution, as defined by SEC rules.
Generally, a properly signed written request with any required signature
guarantee is all that is required for a redemption. In some cases, however,
other documents may be necessary. In the case of shareholders holding share
certificates, the certificates for the shares being redeemed must accompany the
redemption request. Additional documentary evidence of authority is also
required by the Fund's transfer agent in the event redemption is requested by a
corporation, partnership, trust, fiduciary, executor or administrator.
TELEPHONE REDEMPTION
A shareholder wishing to make a redemption by telephone may do so by
following the procedures described below. In order to request redemptions by
telephone, a shareholder must have completed and returned an account application
containing a telephone election. To add a telephone redemption feature to an
existing account that previously did not provide for this option, a Telephone
Redemption Authorization Form must be filed with PFPC. This form is available
from PFPC. Once this election has been made, the shareholder may contact PFPC by
telephone to request the redemption at (888) 261-4073. The Fund will employ
reasonable procedures to confirm that instructions communicated by telephone are
genuine, and if the Fund does not employ such procedures, it may be liable for
any losses due to unauthorized or fraudulent telephone instructions. Neither the
Fund nor PFPC will be liable for any loss, liability, cost or expense for
following the Fund's telephone transaction procedures described below or for
following instructions communicated by telephone that it reasonably believes to
be genuine.
The Fund's telephone transaction procedures include the following measures:
(1) requiring the appropriate telephone transaction privilege forms; (2)
requiring the caller to provide the names of the account owners, the account's
federal identification number and name of the Fund, all of which must match the
Fund's records; (3) requiring that redemption proceeds be sent only by check to
the account owners of record at the address of record, or by wire only to the
owners of record at the bank account of record; (4) sending a written
confirmation for each telephone transac-
10
<PAGE>
tion to the owners of record at the address of record within five (5) Business
Days of the call; and (5) maintaining tapes of telephone transactions for six
months, if the Fund elects to record shareholder telephone transactions.
For accounts held of record by a broker-dealer, trustee, custodian or other
agent, additional documentation or information regarding the scope of a caller's
authority is required. Finally, for telephone transactions in accounts held
jointly, additional information regarding other account holders is required.
Telephone transactions will not be permitted in connection with IRA or other
retirement plan accounts or by an attorney-in-fact under a power of attorney.
SYSTEMATIC WITHDRAWAL PLAN
If your account has a value of at least $10,000, you may establish a
Systematic Withdrawal Plan for the Class and receive regular periodic payments.
A request to establish a Systematic Withdrawal Plan must be submitted in writing
to the Fund's transfer agent, PFPC Inc., P.O. Box 8852, Wilmington, Delaware
19899-8852. Each withdrawal redemption will be processed on or about the 25th of
the month and mailed as soon as possible thereafter. There are no service
charges for maintenance; the minimum amount that you may withdraw each period is
$100. (This is merely the minimum amount allowed and should not be mistaken for
a recommended amount.) The holder of a Systematic Withdrawal Plan will have any
income dividends and any capital gains distributions reinvested in full and
fractional shares at net asset value. To provide funds for payment, Shares will
be redeemed in such amount as is necessary at the redemption price, which is net
asset value next determined after the Fund's receipt of a redemption request.
Redemption of Shares may reduce or possibly exhaust the Shares in your account,
particularly in the event of a market decline. As with other redemptions, a
redemption to make a withdrawal payment is a sale for federal income tax
purposes. Payments made pursuant to a Systematic Withdrawal Plan cannot be
considered as actual yield or income since part of such payments may be a return
of capital.
You will ordinarily not be allowed to make additional investments of less
than the aggregate annual withdrawals under the Systematic Withdrawal Plan
during the time you have the plan in effect and, while a Systematic Withdrawal
Plan is in effect, you may not make periodic investments under the Automatic
Investment Plan. You will receive a confirmation of each transaction showing the
sources of the payment and the Share and cash balance remaining in your plan.
The plan may be terminated on written notice by the shareholder or by the Fund
and will terminate automatically if all Shares are liquidated or withdrawn from
the account or upon the death or incapacity of the shareholder. You may change
the amount and schedule of withdrawal payments or suspend such payments by
giving written notice to the Fund's transfer agent at least seven Business Days
prior to the end of the month preceding a scheduled payment.
INVOLUNTARY REDEMPTION
The Fund reserves the right to redeem a shareholder's account at any time
the net asset value of the account falls below $500 as the result of a
redemption or an exchange request. Shareholders will be notified in writing that
the value of their account is less than $500 and will be allowed 30 days to make
additional investments before the redemption is processed.
PAYMENT OF REDEMPTION PROCEEDS
In all cases, the redemption price is the net asset value per share next
determined after the request for redemption is received in proper form by the
Fund or its agents. Payment for Shares redeemed is made by check mailed within
seven days after acceptance by the Fund or its agents of the request and any
other necessary documents in proper order. Such payment may be postponed or the
right of redemption suspended as permitted by the 1940 Act. If the Shares to be
redeemed have been recently purchased by check, the Fund's transfer agent may
delay mailing a redemption check, which may be a period of up to 15 days,
pending a determination that the check has cleared. The Fund has elected to be
governed by Rule 18f-1 under the 1940 Act so it is obligated to redeem its
shares solely in cash up to the lesser of $250,000 or 1% of its net asset value
during any 90-day period for any one shareholder of a portfolio.
11
<PAGE>
NET ASSET VALUE
- --------------------------------------------------------------------------------
The net asset value for each class of the Fund is calculated by adding the
value of all of each class' securities to cash and other assets of the class,
deducting the actual and accrued liabilities of each class and dividing by the
total number of Shares of the class outstanding. The net asset value is
calculated as of the close of regular trading on the NYSE, generally 4:00 p.m.
Eastern time, on each Business Day.
Valuation of securities held by the Fund is as follows: securities traded
on a national securities exchange or on the NASDAQ National Market System are
valued at the last reported sale price that day; securities traded on a national
securities exchange or on the NASDAQ National Market System for which there were
no sales on that day and securities traded on other over-the-counter markets for
which market quotations are readily available are valued at the mean of the bid
and asked prices; and securities for which market quotations are not readily
available are valued at fair market value as determined in good faith by or
under the direction of RBB's Board of Directors. The amortized cost method of
valuation may also be used with respect to debt obligations with sixty days or
less remaining to maturity.
With the approval of the Board of Directors, the Fund may use a pricing
service, bank or broker-dealer experienced in such matters to value the Fund's
securities. A more detailed discussion of net asset value and security valuation
is contained in the Statement of Additional Information.
DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------
The Fund will distribute substantially all of the net investment income and
net realized capital gains, if any, of the Fund to the Fund's shareholders. All
distributions are reinvested in the form of additional full and fractional
Shares unless a shareholder elects otherwise.
The Fund will declare and pay dividends from net investment income
annually, and pays them in the calendar year in which they are declared,
generally in December. Net realized capital gains (including net short-term
capital gains), if any, will be distributed at least annually.
TAXES
- --------------------------------------------------------------------------------
The following discussion is only a brief summary of some of the important
tax considerations generally affecting the Funds and their shareholders and is
not intended as a substitute for careful tax planning. Accordingly, investors in
the Funds should consult their tax advisers with specific reference to their own
tax situation.
The Fund will elect to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended. So long as the
Fund qualifies for this tax treatment, the Fund will be relieved of federal
income tax on amounts distributed to shareholders, but shareholders, unless
otherwise exempt, will pay income or capital gains taxes on amounts so
distributed (except distributions that are treated as a return of capital)
regardless of whether such distributions are paid in cash or reinvested in
additional Shares.
Distributions out of the "net capital gain" (the excess of net long-term
capital gain over net short-term capital loss), if any, of the Fund will be
taxed to shareholders as long-term capital gain regardless of the length of time
a shareholder has held his Shares, whether such gain was reflected in the price
paid for the Shares, or whether such gain was attributable to bonds bearing
tax-exempt interest. All other distributions, to the extent they are taxable,
are taxed to shareholders as ordinary income.
12
<PAGE>
RBB will send written notices to shareholders annually regarding the tax
status of distributions made by the Fund. Dividends declared in December of any
year payable to shareholders of record on a specified date in such a month will
be deemed to have been received by the shareholders on December 31, provided
such dividends are paid during January of the following year. The Fund intends
to make sufficient actual or deemed distributions prior to the end of each
calendar year to avoid liability for federal excise tax.
Investors should be careful to consider the tax implications of buying
Shares just prior to a distribution. The price of Shares purchased at that time
will reflect the amount of the forthcoming distribution. Those investors
purchasing Shares just prior to a distribution will nevertheless be taxed on the
entire amount of the distribution received, although the distribution is, in
effect, a return of capital.
Shareholders who exchange Shares representing interests in one Fund for
Shares representing interests in another Fund will generally recognize capital
gain or loss for federal income tax purposes.
Shareholders who are nonresident alien individuals, foreign trusts or
estates, foreign corporations or foreign partnerships may be subject to
different U.S. federal income tax treatment.
MULTI-CLASS STRUCTURE
- --------------------------------------------------------------------------------
The Fund offers one other class of shares, which is offered directly to
institutional investors pursuant to a separate prospectus. Shares of each class
represent equal pro rata interests in the Fund and accrue dividends and
calculate net asset value and performance quotations in the same manner. The
Fund will quote performance of the Institutional Shares separately from Investor
Shares. Because of different fees paid by the Investor Shares, the total return
on such shares can be expected, at any time, to be different than the total
return on Institutional Shares. Information concerning Institutional Shares may
be obtained by calling the Fund at (800) 311-9783 or 9829.
13
<PAGE>
DESCRIPTION OF SHARES
- --------------------------------------------------------------------------------
The Fund has authorized capital of thirty billion shares of Common Stock,
$.001 par value per share, of which 13.67 billion shares are currently
classified into 79 different classes of Common Stock. See "Description of
Shares" in the Statement of Additional Information."
THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED
HEREIN RELATE PRIMARILY TO THE BOSTON PARTNERS MID CAP VALUE FUND AND DESCRIBE
ONLY THE INVESTMENT OBJECTIVES AND POLICIES, OPERATIONS, CONTRACTS AND OTHER
MATTERS RELATING TO THE BOSTON PARTNERS MID CAP VALUE FUND.
Each share that represents an interest in the Fund has an equal
proportionate interest in the assets belonging to the Fund with each other share
that represents an interest in the Fund, even where a share has a different
class designation than another share representing an interest in that portfolio.
Shares of the Fund do not have preemptive or conversion rights. When issued for
payment as described in this Prospectus, Shares will be fully paid and
non-assessable.
The Fund currently does not intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. The law under
certain circumstances provides shareholders with the right to call for a meeting
of shareholders to consider the removal of one or more directors. To the extent
required by law, the Fund will assist in shareholder communication in such
matters.
Holders of Shares of the Fund will vote in the aggregate and not by class
on all matters, except where otherwise required by law. Further, shareholders of
all investment portfolios of RBB will vote in the aggregate and not by portfolio
except as otherwise required by law or when the Board of Directors determines
that the matter to be voted upon affects only the interests of the shareholders
of a particular investment portfolio. (See the Statement of Additional
Information under "Additional Information Concerning Fund Shares" for examples
when the 1940 Act requires voting by investment portfolio or by class.)
Shareholders of the Fund are entitled to one vote for each full share held
(irrespective of class or portfolio) and fractional votes for fractional shares
held. Voting rights are not cumulative and, accordingly, the holders of more
than 50% of the aggregate shares of Common Stock of the Fund may elect all of
the directors.
As of May --, 1997, to the Fund's knowledge, no person held of record or
beneficially 25% or more of the outstanding shares of all classes of RBB.
OTHER INFORMATION
- --------------------------------------------------------------------------------
REPORTS AND INQUIRIES
Shareholders will receive unaudited semi-annual reports describing the
Fund's investment operations and annual financial statements audited by
independent accountants. Shareholder inquiries should be addressed to PFPC Inc.,
the Fund's transfer agent, Bellevue Park Corporate Center, 400 Bellevue Parkway,
Wilmington, Delaware 19809, toll-free (888) 261-4073.
SHARE CERTIFICATES
In the interest of economy and convenience, physical certificates
representing shares in the Fund are not normally issued.
14
<PAGE>
HISTORICAL PERFORMANCE INFORMATION
The table below presents the Composite performance history of certain of
the Adviser's managed accounts on an annualized basis for the period ended March
31, 1997. The Composite is comprised of institutional accounts and other
privately managed accounts with investment objectives, policies and strategies
substantially similar to those of the Fund, although the accounts have operating
histories, whereas the Fund had not commenced operations as of March 31, 1997.
The Composite performance information includes the reinvestment of dividends
received in the underlying securities and is net of investment advisory fees and
expenses. The privately managed accounts in the Composite are only available to
the Adviser's institutional advisory clients. These accounts have lower
investment advisory fees than the Fund and the Composite performance figures
would have been lower if subject to the higher fees and expenses to be incurred
by the Fund. The past performance of the funds and accounts which comprise the
Composite is not indicative of or a substitute for the future performance of the
Fund. These private accounts are not subject to the same investment limitations,
diversification requirements and other restrictions which are imposed upon
mutual funds under the Investment Company Act of 1940 and the Internal Revenue
Code, which, if imposed, may have adversely affected the performance results of
the Composites. As of May __, 1997, the Fund had not yet commenced investment
operations and therefore had no performance record of its own. Listed below the
performance history for the Composite is a comparative index comprised of
securities similar to those in which accounts contained in the Composite are
invested.
For the Period Ended March 31, 1997
Since
One Year Inception*
-------- ----------
Composite Performance............... --% --%
Russell Mid Cap Index............... --% --%
The Russell Mid Cap Index is composed of the lowest 800 companies in the
Russell 1000 Index as ranked by total market capitalization.
* The Adviser commenced managing these accounts on June 1, 1995.
FUTURE PERFORMANCE INFORMATION
From time to time, the Fund may advertise its performance, including
comparisons to other mutual funds with similar investment objectives and to
stock or other relevant indices. All such advertisements will show the average
annual total return over one, five and ten year periods or, if such periods have
not yet elapsed, shorter periods corresponding to the life of the Fund. Such
total return quotations will be computed by finding the compounded average
annual total return for each time period that would equate the assumed initial
investment of $1,000 to the ending redeemable value, net of fees, according to a
required standardized calculation. The standard calculation is required by the
SEC to provide consistency and comparability in investment company advertising.
The Fund may also from time to time include in such advertising an aggregate
total return figure or a total return figure that is not calculated according to
the standardized formula in order to compare more accurately the Fund's
performance with other measures of investment return. The Fund's total return
may be compared with data published by Lipper Analytical Services, Inc., CDA
Investment Technologies, Inc. or Weisenberger Investment Company Service, or
with the performance of the Russell Mid Cap Index. Performance information may
also include evaluation of the Fund by nationally recognized ranking services
and information as reported in financial publications such as Business Week,
Fortune, Institutional Investor, Money Magazine, Forbes, Barron's, The Wall
Street Journal, The New York Times, or other national, regional or local
publications. All advertisements containing performance data will include a
legend disclosing that such performance data represents past performance and
that the investment return and principal value of an investment will fluctuate
so that an investor's Shares, when redeemed, may be worth more or less than
their original cost.
15
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN RBB'S STATEMENT OF
ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY RBB OR ITS DISTRIBUTOR.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY RBB OR BY THE DISTRIBUTOR IN
ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
-----------------
TABLE OF CONTENTS
PAGE
----
INTRODUCTION ...................................... 2
INVESTMENT OBJECTIVES AND POLICIES ................ 3
INVESTMENT LIMITATIONS ............................ 4
RISK FACTORS ...................................... 5
MANAGEMENT ........................................ 5
DISTRIBUTION OF SHARES ............................ 6
HOW TO PURCHASE SHARES ............................ 7
HOW TO REDEEM SHARES .............................. 10
NET ASSET VALUE ................................... 12
DIVIDENDS AND DISTRIBUTIONS ....................... 12
TAXES ............................................. 12
MULTI-CLASS STRUCTURE ............................. 13
DESCRIPTION OF SHARES ............................. 14
OTHER INFORMATION ................................. 14
INVESTMENT ADVISER
Boston Partners Asset Management, L.P.
Boston, Massachusetts
CUSTODIAN
PNC Bank, N.A.
Philadelphia, Pennsylvania
TRANSFER AGENT
PFPC Inc.
Wilmington, Delaware
DISTRIBUTOR
Counsellors Securities Inc.
New York, New York
COUNSEL
Drinker Biddle & Reath
Philadelphia, Pennsylvania
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
<PAGE>
BOSTON PARTNERS MID CAP VALUE FUND
(INSTITUTIONAL AND INVESTOR CLASSES)
OF
THE RBB FUND, INC.
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information provides supplementary information
pertaining to shares of the Investor and Institutional Classes (the "Shares")
representing interests in the Boston Partners Mid Cap Value Fund (the "Fund") of
The RBB Fund, Inc. ("RBB"). This Statement of Additional Information is not a
prospectus, and should be read only in conjunction with the Boston Partners Mid
Cap Value Fund Prospectuses, dated May ___, 1997 (collectively the
"Prospectus"). A copy of the Prospectus may be obtained from the Fund by calling
toll-free (800) 311-9783 or 9829. This Statement of Additional Information is
dated May ___, 1997.
CONTENTS
INSTITUTIONAL INVESTOR
PROSPECTUS PROSPECTUS
PAGE PAGE PAGE
General.............................. 2 2 2
Investment Objectives and Policies... 2 3 3
Directors and Officers............... 11 N/A N/A
Investment Advisory, Distribution
and Servicing Arrangements......... 15 5 5
Portfolio Transactions............... 18 6 6
Purchase and Redemption Information.. 20 7,10 7,10
Valuation of Shares.................. 20 11 12
Performance and Yield Information.... 21 13 15
Taxes................................ 22 12 13
Additional Information Concerning
RBB Shares........................ 25 12 14
Miscellaneous........................ 28 N/A N/A
Financial Statements................. N/A N/A N/A
Appendix A........................... A-1 N/A N/A
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS STATEMENT OF ADDITIONAL INFORMATION IN
CONNECTION WITH THE OFFERING MADE BY THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE FUND OR ITS DISTRIBUTOR. THE PROSPECTUS DOES NOT CONSTITUTE AN OFFERING
BY THE FUND OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY
NOT LAWFULLY BE MADE.
<PAGE>
GENERAL
The RBB Fund, Inc. ("RBB") is an open-end management investment company
currently operating or proposing to operate twenty separate investment
portfolios. RBB was organized as a Maryland corporation on February 29, 1988.
Capitalized terms used herein and not otherwise defined have the same
meanings as are given to them in the Prospectus.
INVESTMENT OBJECTIVES AND POLICIES
The following supplements the information contained in the Prospectus
concerning the investment objectives and policies of the Fund.
ADDITIONAL INFORMATION ON FUND INVESTMENTS.
LENDING OF FUND SECURITIES. The Fund may lend its portfolio securities to
financial institutions in accordance with the investment restrictions described
below. Such loans would involve risks of delay in receiving additional
collateral in the event the value of the collateral decreased below the value of
the securities loaned or of delay in recovering the securities loaned or even
loss of rights in the collateral should the borrower of the securities fail
financially. However, loans will be made only to borrowers deemed by the Fund's
investment adviser to be of good standing and only when, in the Adviser's
judgment, the income to be earned from the loans justifies the attendant risks.
Any loans of the Fund's securities will be fully collateralized and marked to
market daily. The Fund does not presently intend to invest more than 5% of net
assets in securities lending.
INDEXED SECURITIES. The Fund may invest in indexed securities whose value
is linked to securities indices. Most such securities have values which rise and
fall according to the change in one or more specified indices, and may have
characteristics similar to direct investments in the underlying securities. The
Fund does not presently intend to invest more than 5% of net assets in indexed
securities.
CONVERTIBLE SECURITIES. The Fund may invest in convertible securities. A
convertible security is a bond, debenture, note, preferred stock or other
security that may be converted into or exchanged for a prescribed amount of
common stock of the same or a different issuer within a particular period of
time at a specified price or formula. A convertible security entitles the holder
to receive interest paid or accrued
-2-
<PAGE>
on debt or the dividend paid on preferred stock until the convertible security
matures or is redeemed, converted or exchanged. Before conversion, convertible
securities have characteristics similar to nonconvertible debt securities in
that they ordinarily provide a stable stream of income with generally higher
yields than those of common stocks of the same or similar issuers. Convertible
securities rank senior to common stock in a corporation's capital structure but
are usually subordinated to comparable nonconvertible securities. While no
securities investment is completely without risk, investments in convertible
securities generally entail less risk than the corporation's common stock,
although the extent to which such risk is reduced depends in large measure upon
the degree to which the convertible security sells above its value as a fixed
income security. Convertible securities have unique investment characteristics
in that they generally (1) have higher yields than common stocks, but lower
yields than comparable non-convertible securities, (2) are less subject to
fluctuation in value than the underlying stock since they have fixed income
characteristics and (3) provide the potential for capital appreciation if the
market price of the underlying common stock increases.
The value of a convertible security is a function of its "investment value"
(determined by its yield in comparison with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege) and its
"conversion value" (the security's worth, at market value, if converted into the
underlying common stock). The investment value of a convertible security is
influenced by changes in interest rates, with investment value declining as
interest rates increase and increasing as interest rates decline. The credit
standing of the issuer and other factors also may have an effect on the
convertible security's investment value. The conversion value of a convertible
security is determined by the market price of the underlying common stock. If
the conversion value is low relative to the investment value, the price of the
convertible security is governed principally by its investment value. Generally
the conversion value decreases as the convertible security approaches maturity.
To the extent the market price of the underlying common stock approaches or
exceeds the conversion price, the price of the convertible security will be
increasingly influenced by its conversion value. A convertible security
generally will sell at a premium over its conversion value by the extent to
which investors place value on the right to acquire the underlying common stock
while holding a fixed income security.
A convertible security might be subject to redemption at the option of the
issuer at a price established in the convertible security's governing
instrument. If a convertible security held by the Fund is called for redemption,
the Fund will be required to permit the issuer to redeem the security, convert
it into the underlying common stock or sell it to a third party.
-3-
<PAGE>
The Fund does not presently intend to invest more than 5% of net assets in
convertible securities.
REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS. The Fund may enter into
reverse repurchase agreements with respect to portfolio securities for temporary
purposes (such as to obtain cash to meet redemption requests) when the
liquidation of portfolio securities is deemed disadvantageous or inconvenient by
the Adviser. Reverse repurchase agreements involve the sale of securities held
by the Fund pursuant to the Fund's agreement to repurchase the securities at an
agreed-upon price, date and rate of interest. Such agreements are considered to
be borrowings under the Investment Company Act of 1940 (the "1940 Act"), and may
be entered into only for temporary or emergency purposes. While reverse
repurchase transactions are outstanding, the Fund will maintain in a segregated
account with the Fund's custodian or a qualified sub-custodian, cash or liquid
securities of an amount at least equal to the market value of the securities,
plus accrued interest, subject to the agreement and will monitor the account to
ensure that such value is maintained. Reverse repurchase agreements involve the
risk that the market value of the securities sold by the Fund may decline below
the price of the securities the Fund is obligated to repurchase. The Fund does
not presently intend to invest more than 5% of net assets in reverse repurchase
agreements. Reverse repurchase agreements are considered to be borrowings under
the Investment Company Act.
-4-
<PAGE>
Each Fund may also enter into "dollar rolls," in which it sells fixed income
securities for delivery in the current month and simultaneously contracts to
repurchase substantially similar (same type, coupon and maturity) securities on
a specified future date. During the roll period, the Fund would forgo principal
and interest paid on such securities. The Fund would be compensated by the
difference between the current sales price and the forward price for the future
purchase, as well as by the interest earned on the cash proceeds of the initial
sale. The Fund does not presently intend to invest more than 5% of net assets in
reverse repurchase agreements or dollar rolls.
U.S. GOVERNMENT OBLIGATIONS. The Fund may purchase U.S. Government agency
and instrumentality obligations which are debt securities issued by U.S.
Government-sponsored enterprises and federal agencies. Some obligations of
agencies and instrumentalities of the U.S. Government are supported by the full
faith and credit of the U.S. or by U.S. Treasury guarantees, such as securities
of the Government National Mortgage Association and the Federal Housing
Authority; others, by the ability of the issuer to borrow, provided approval is
granted, from the U.S. Treasury, such as securities of the Federal Home Loan
Mortgage Corporation and others, only by the credit of the agency or
instrumentality issuing the obligation, such as securities of the Federal
National Mortgage Association and the Federal Loan Banks.
The Fund's net assets may be invested in obligations issued or guaranteed
by the U.S. Treasury or the agencies or instrumentalities of the U.S.
Government, including options and futures on such obligations. The maturities of
U.S. Government securities usually range from three months to thirty years.
Examples of types of U.S. Government obligations include U.S. Treasury Bills,
Treasury Notes and Treasury Bonds and the obligations of Federal Home Loan
Banks, Federal Farm Credit Banks, Federal Land Banks, the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Federal National Mortgage Association,
Government National Mortgage Association, General Services Administration,
Student Loan Marketing Association, Central Bank for Cooperatives, Federal Home
Loan Mortgage Corporation, Federal Intermediate Credit Banks, Maritime
Administration, the Asian-American Development Bank and the Inter-American
Development Bank. The Fund does not presently intend to invest more than 5% of
net assets in U.S. government securities.
ILLIQUID SECURITIES. The Fund may not invest more than 15% of its net
assets in illiquid securities (including repurchase agreements which have a
maturity of longer than seven days), including securities that are illiquid by
virtue of the absence of a readily available market or legal or contractual
-5-
<PAGE>
restrictions on resale. Securities that have legal or contractual restrictions
on resale but have a readily available market are not considered illiquid for
purposes of this limitation. With respect to the Fund, repurchase agreements
subject to demand are deemed to have a maturity equal to the notice period.
Historically, illiquid securities have included securities subject to
contractual or legal restrictions on resale because they have not been
registered under the Securities Act of 1933 (the "Securities Act"), securities
which are otherwise not readily marketable and repurchase agreements having a
maturity of longer than seven days. Securities which have not been registered
under the Securities Act are referred to as private placements or restricted
securities and are purchased directly from the issuer or in the secondary
market. Mutual funds do not typically hold a significant amount of these
restricted or other illiquid securities because of the potential for delays on
resale and uncertainty in valuation. Limitations on resale may have an adverse
effect on the marketability of portfolio securities and a mutual fund might be
unable to dispose of restricted or other illiquid securities promptly or at
reasonable prices and might thereby experience difficulty satisfying redemptions
within seven days. A mutual fund might also have to register such restricted
securities in order to dispose of them resulting in additional expense and
delay. Adverse market conditions could impede such a public offering of
securities.
In recent years, however, a large institutional market has developed for
certain securities that are not registered under the Securities Act including
repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment. The fact that
there are contractual or legal restrictions on resale to the general public or
to certain institutions may not be indicative of the liquidity of such
investments.
The SEC 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. The Adviser anticipates that the market for certain
restricted securities such as institutional commercial paper will expand further
as a result of this regulation and the development of automated systems for the
trading, clearance and settlement of unregistered securities of domestic and
foreign issuers, such as the PORTAL System sponsored by the National Association
of Securities Dealers, Inc.
-6-
<PAGE>
The Adviser will monitor the liquidity of restricted securities in the Fund
under the supervision of the Board of Directors. In reaching liquidity
decisions, the Adviser may consider, INTER ALIA, the following factors: (1) the
unregistered nature of the security; (2) the frequency of trades and quotes for
the security; (3) the number of dealers wishing to purchase or sell the security
and the number of other potential purchasers; (4) dealer undertakings to make a
market in the security; and (5) the nature of the security and the nature of the
marketplace trades (e.g., the time needed to dispose of the security, the method
of soliciting offers and the mechanics of the transfer). The Fund does not
presently intend to invest more than 5% of net assets in illiquid securities.
HEDGING INVESTMENTS. At such times as the Adviser deems it appropriate and
consistent with the investment objective of the Fund, the Fund may invest in
financial futures contracts and options on financial future contracts. The
purpose of such transactions is to hedge against changes in the market value of
securities in the Fund caused by fluctuating interest rates, and to close out or
offset its existing positions in such futures contracts or options as described
below. Such instruments will not be used for speculation. The Fund does not
presently intend to invest more than 5% of net assets in hedging investments.
FUTURES CONTRACTS. The Fund may invest in financial futures contracts with
respect to those securities listed on the S&P 500 Stock Index. Financial futures
contracts obligate the seller to deliver a specific type of security called for
in the contract, at a specified future time, and for a specified price.
Financial futures contracts may be satisfied by actual delivery of the
securities or, more typically, by entering into an offsetting transaction. There
are risks that are associated with the use of futures contracts for hedging
purposes. In certain market conditions, as in a rising interest rate
environment, sales of futures contracts may not completely offset a decline in
value of the portfolio securities against which the futures contracts are being
sold. In the futures market, it may not always be possible to execute a buy or
sell order at the desired price, or to close out an open position due to market
conditions, limits on open positions, and/or daily price fluctuations. Risks in
the use of futures contracts also result from the possibility that changes in
the market interest rates may differ substantially from the changes anticipated
by the Fund's investment adviser when hedge positions were established. The Fund
does not presently intend to invest more than 5% of net assets in futures
contracts.
OPTIONS ON FUTURES. The Fund may purchase and write call and put options on
futures contracts with respect to those securities listed on the S&P 500 Stock
Index and enter into closing transactions with respect to such options to
terminate an
-7-
<PAGE>
existing position. An option on a futures contract gives the purchaser the
right, in return for the premium paid, to assume a position in a futures
contract. The Fund may use options on futures contracts in connection with
hedging strategies. The purchase of put options on futures contracts is a means
of hedging against the risk of rising interest rates. The purchase of call
options on futures contracts is a means of hedging against a market advance when
the Fund is not fully invested.
There is no assurance that the Fund will be able to close out its financial
futures positions at any time, in which case it would be required to maintain
the margin deposits on the contract. There can be no assurance that hedging
transactions will be successful, as there may be imperfect correlations (or no
correlations) between movements in the prices of the futures contracts and of
the securities being hedged, or price distortions due to market conditions in
the futures markets. Such imperfect correlations could have an impact on the
Fund's ability to effectively hedge its securities. The Fund does not presently
intend to invest more than 5% of net assets in options on futures.
BANK AND CORPORATE OBLIGATIONS. The Fund may purchase obligations of
issuers in the banking industry, such as short-term obligations of bank holding
companies, certificates of deposit, bankers' acceptances and time deposits
issued by U.S. or foreign banks or savings institutions having total assets at
the time of purchase in excess of $1 billion. Investment in obligations of
foreign banks or foreign branches of U.S. banks may entail risks that are
different from those of investments in obligations of U.S. banks due to
differences in political, regulatory and economic systems and conditions. The
Fund may also make interest-bearing savings deposits in commercial and savings
banks in amounts not in excess of 5% of its total assets. The Fund does not
presently intend to invest more than 5% of net assets in bank obligations.
The Fund may invest in debt obligations, such as bonds and debentures,
issued by corporations and other business organizations that are rated at the
time of purchase within the three highest ratings categories of S&P or Moody's
(or which, if unrated, are determined by the Adviser to be of comparable
quality). Unrated securities will be determined to be of comparable quality to
rated debt obligations if, among other things, other outstanding obligations of
the issuers of such securities are rated A or better. The Fund does not
presently intend to invest more than 5% of net assets in corporate and other
business organization debt obligations.
COMMERCIAL PAPER. The Fund may purchase commercial paper rated (at the time
of purchase) "A-1" by S&P or "Prime-1" by Moody's or, when deemed advisable by
the Fund's investment adviser, issues rated "A-2" or "Prime-2" by S&P or Moody's
respectively. These rating symbols are described in Appendix A hereto. The Fund
may also purchase unrated commercial paper provided that such paper is
determined to be of comparable quality by the Fund's investment adviser pursuant
to guidelines approved by the Fund's Board of Directors. Commercial paper issues
in which the Fund may invest include securities issued by corporations without
registration under the Securities Act in reliance on the exemption from such
registration afforded by Section 3(a)(3) thereof, and commercial paper issued in
reliance on the so-called "private placement" exemption from registration which
is afforded by Section 4(2) of the Securities Act ("Section 4(2) paper").
Section 4(2) paper is restricted as to disposition
-8-
<PAGE>
under the federal securities laws in that any resale must similarly be made in
an exempt transaction. Section 4(2) paper is normally resold to other
institutional investors through or with the assistance of investment dealers who
make a market in Section 4(2) paper, thus providing liquidity. The Fund does not
presently intend to invest more than 5% of net assets in commercial paper.
FOREIGN SECURITIES. The Fund may invest in foreign securities, either
directly or indirectly through American Depository Receipts and European
Depository Receipts. Investments in foreign securities involve higher costs
than investments in U.S. securities, including higher transaction costs as well
as the imposition of additional taxes by foreign governments. In addition,
foreign investments may include additional risks associated with currency
exchange rates, less complete financial information about the issuers, less
market liquidity and political stability. Future political and economic
information, the possible imposition of withholding taxes on interest income,
the possible seizure or nationalization of foreign holdings, the possible
establishment of exchange controls, or the adoption of other governmental
restrictions, might adversely affect the payment of principal and interest on
foreign obligations.
Although the Fund may invest in securities denominated in foreign
currencies, the Fund values its securities and other assets in U.S. dollars. As
a result, the net asset value of a Fund's shares may fluctuate with U.S. dollar
exchange rates as well as the price changes of the Fund's securities in the
various local markets and currencies. Thus, an increase in the value of the U.S.
dollar compared the currencies in which the Fund makes its investments could
reduce the effect of increases and magnify the effect of decreases in the price
of the Fund's securities in their local markets. Conversely, a decrease in the
value of the U.S. dollar will have the opposite effect of magnifying the effect
of increases and reducing the effect of decreases in the prices of the Fund's
securities in its markets. In addition to favorable and unfavorable currency
exchange rate developments, the Fund is subject to the possible imposition of
exchange control regulations or freezes on convertibility of currency.
INVESTMENT LIMITATIONS.
RBB has adopted the following fundamental investment limitations which may
not be changed without the affirmative vote of the holders of a majority of the
Fund's outstanding Shares (as defined in Section 2(a)(42) of the Investment
Company Act). The Fund may not:
1. Borrow money, except from banks, and only if after such borrowing there
is asset coverage of at least 300% for all borrowings of the Fund; or mortgage,
pledge or hypothecate any of its assets except in connection with any such
borrowing and in amounts not in excess of the lesser of the dollar amounts
borrowed or 33 1/3% of the value of the Fund's total assets at the time of such
borrowing;
2. Issue any senior securities, except as permitted under the Investment
Company Act;
3. Act as an underwriter of securities within the meaning of the Securities
Act of 1933 except insofar as it might be deemed to be an underwriter upon
disposition of certain portfolio securities acquired within the limitation on
purchases of restricted securities;
4. Purchase or sell real estate (including real estate limited partnership
interests), provided that the Fund may invest (a) in securities secured by real
estate or interests therein or issued by companies that invest in real estate or
interests therein or (b) in real estate investment trusts;
5. Purchase or sell commodities or commodity contracts, except that a Fund
may deal in forward foreign exchange between currencies of the different
countries in which it may invest and purchase and sell stock index and currency
options, stock index futures, financial futures and currency futures contracts
and related options on such futures;
6. Make loans, except through loans of portfolio instruments and repurchase
agreements, provided that for purposes of this restriction the acquisition of
bonds, debentures or other debt instruments or interests therein and investment
in government obligations, Loan Participations and Assignments,
-9-
<PAGE>
short-term commercial paper, certificates of deposit and bankers'
acceptances shall not be deemed to be the making of a loan; and
7. Invest 25% or more of its assets, taken at market value at the time of
each investment, in the securities of issuers in any particular industry
(excluding the U.S. Government and its agencies and instrumentalities); or
8. Purchase the securities of any one issuer, other than securities issued
or guaranteed by the U.S. Government or its agencies or instrumentalities, if
immediately after and as a result of such purchase more than 5% of the value of
the Fund's total assets would be invested in the securities of such issuer, or
more than 10% of the outstanding voting securities of such issuer would be owned
by the Fund, except that up to 25% of the value of the Fund's total assets may
be invested without regard to such limitations.
(For the purpose of Investment Limitation No. 1, collateral arrangements
with respect to, if applicable, the writing of options, and futures contracts,
options on futures contracts, and collateral arrangements with respect to
initial and variation margin are not deemed to be a pledge of assets and neither
such arrangements nor the purchase or sale of futures or related options are
deemed to be the issuance of a senior security for purposes of Investment
Limitation No. 2.)
The Fund may invest in securities issued by other investment companies
within the limits prescribed by the 1940 Act. The Fund currently intends to
limit its investments so that, as determined immediately after a securities
purchase is made; (i) not more than 5% of the value of its total assets will be
invested in the securities of any one investment company; (ii) not more than 10%
of the value of its total assets will be invested in the aggregate in securities
of investment companies as a group; and (iii) not more than 3% of the
outstanding voting stock of any one investment company will be owned by the Fund
or by RBB as a whole. As a shareholder of another investment company, the Fund
would bear, along with other shareholders, its pro rata portion of the other
investment company's expenses, including advisory fees. These expenses would be
in addition to the advisory and other expenses that the Fund bears directly in
connection with its own operations.
Except as required by the 1940 Act with respect to the borrowing of money,
if a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage resulting from a change in market values of
portfolio securities or amount of total or net assets will not be considered a
violation of any of the foregoing restrictions.
-10-
<PAGE>
Securities held by the Fund generally may not be purchased from, sold or
loaned to the Adviser or its affiliates or any of their directors, officers or
employees, acting as principal, unless pursuant to a rule or exemptive order
under the Investment Company Act.
DIRECTORS AND OFFICERS
The directors and executive officers of RBB, their ages, business addresses
and principal occupations during the past five years are:
Name and Address and Position Principal Occupation
Age with Fund During Past Five Years
- ------------------------ --------- ----------------------------
*Arnold M. Reichman -48 Director Since 1986, Managing
466 Lexington Avenue Director of Warburg, Pincus
New York, NY 10017 Counsellors, Inc.;
Director of Counsellors
Securities Inc; Officer of
various affiliates of and
investment companies
advised by Warburg,
Pincus Counsellors, Inc.
**Robert Sablowsky -58 Director Senior Vice President,
110 Wall Street Fahnestock Co., Inc.;
New York, NY 10005 Prior to October 1996,
Executive Vice President
of Gruntal & Co., Inc.
Francis J. McKay -60 Director Since 1963, Executive
7701 Burholme Avenue Vice President, Fox Chase
Philadelphia, PA 19111 Cancer Center (Biomedical
research and medical
care).
-11-
<PAGE>
Name and Address and Position Principal Occupation
Age with Fund During Past Five Years
- ------------------------ --------- ----------------------------
Marvin E. Sternberg -62 Director Since 1974, Chairman,
937 Mt. Pleasant Road Director and President,
Bryn Mawr, PA 19010 Moyco Industries, Inc.
(manufacturer of dental
supplies and precision
coated abrasives); Since
1968, Director and
President, Mart MMM, Inc.
(formerly Montgomeryville
Merchandise Mart Inc.)
and Mart PMM, Inc.
(formerly Pennsauken
Merchandise Mart, Inc.)
(Shopping Centers); and
Since 1975, Director and
Executive vice President,
Cellucap Mfg. Co., Inc.
(manufacturer of
disposable headwear).
Julian A. Brodsky -63 Director Director, Vice Chairman
1234 Market Street since 1969 Comcast
16th Floor Corporation (cable
Philadelphia, PA 19107- television and
3723 communication); Director
Comcast Cablevision of
Philadelphia (cable
television and
communications) and
Nextel (wireless
communication).
Donald Van Roden -72 Director Self-employed
1200 Old Mill Lane businessman. From
Wyomissing, PA 19610 February 1980 to March
1987, Vice Chairman,
SmithKline Beckman
Corporation
(pharmaceuticals);
Director, AAA Mid-
Atlantic (auto service);
Director, Keystone
Insurance Co.
-12-
<PAGE>
Name and Address and Position Principal Occupation
Age with Fund During Past Five Years
- ------------------------ --------- ----------------------------
Edward T. Roach -72 President Certified Public
Suite 152 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; Vice
President and Treasurer
of various investment
companies advised by PNC
Institutional Management
Corporation.
Morgan R. Jones -56 Secretary Chairman of the law firm
PNB Bank Building of Drinker Biddle &
1345 Chestnut Street Reath, Philadelphia,
Philadelphia, PA 19107- Pennsylvania; Director,
3496 Rocking Horse Child Care
Centers of America, Inc.
- -----------------
* Mr. Reichman is an "interested person" of RBB as that term is defined in the
1940 Act by virtue of his position with Counsellors Securities Inc., RBB's
distributor.
** Mr. Sablowsky is an "interested person" of RBB as that term is defined in
the 1940 Act by virtue of his position with a broker-dealer.
Messrs. McKay, Sternberg and Brodsky are members of the Audit Committee of
the Board of Directors. The Audit Committee, among other things, reviews results
of the annual audit and recommends to RBB the firm to be selected as independent
auditors.
Messrs. Reichman, McKay and Van Roden are members of the Executive
Committee of the Board of Directors. The Executive Committee may generally carry
on and manage the business of RBB when the Board of Directors is not in session.
Messrs. McKay, Sternberg, Brodsky and Van Roden are members of the
Nominating Committee of the Board of Directors. The Nominating Committee
recommends to the Board all persons to be nominated as directors of RBB.
-13-
<PAGE>
RBB pays directors who are not "affiliated persons" (as that term is
defined in the 1940 Act) of any Investment Adviser or sub-adviser of RBB or the
Distributer $12,000 annually and $1,000 per meeting of the Board or any
committee thereof that is not held in conjunction with a Board meeting. In
addition, the Chairman of RBB receives an additional fee of $5,000 per year for
his services in this capacity. Directors who are not affiliated persons of RBB
are reimbursed for any expenses incurred in attending meetings of the Board of
Directors or any committee thereof. For the year ended August 31, 1996, each of
the following members of the Board of Directors received compensation from RBB
in the following amounts:
<TABLE>
<CAPTION>
Director Compensation
---------------------
Total Compensation
Aggregate Pension or Retirement Estimated Annual from Registrant and
Compensation Benefits Accrued as Benefits Upon Fund Complex Paid1
Name of Person/Postion from Registrant Part of Fund Expenses Retirement to Directors
- ---------------------- --------------- --------------------- ---------------- -------------------
<S> <C> <C> <C> <C>
Julian A. Brodsky, Director $12,525 N/A N/A $12,525
Francis J. McKay, Director 15,975 N/A N/A 15,975
Marvin E. Sternberg, Director 16,725 N/A N/A 16,725
Donald Van Roden, Director 21,025 N/A N/A 21,025
Arnold M. Reichman, Director 0 N/A N/A 0
Robert Sablowsky, Director 0 N/A N/A 0
</TABLE>
-14-
<PAGE>
On October 24, 1990 RBB adopted, as a participating employer, the Fund
Office Retirement Profit-Sharing Plan and Trust Agreement, a retirement plan for
employees (currently Edward J. Roach) pursuant to which RBB will contribute on a
monthly basis amounts equal to 10% of the monthly compensation of each eligible
employee. By virtue of the services performed by RBB's advisers, custodians,
administrators and distributor, RBB itself requires only one part-time employee.
No officer, director or employee of Boston Partners or the Distributor currently
receives any compensation from RBB.
INVESTMENT ADVISORY, DISTRIBUTION
AND SERVICING ARRANGEMENTS
ADVISORY AGREEMENT. Boston Partners Asset Management, L.P. ("Boston
Partners") renders advisory services to the Fund pursuant to an Investment
Advisory Agreement. The Advisory Agreement is dated May __, 1997 and is
hereinafter referred to as the "Advisory Contract."
Boston Partners has investment discretion for the Fund and will make all
decisions affecting assets in the Fund under the supervision of the Fund's Board
of Directors and in accordance with the Fund's stated policies. Boston Partners
will select investments for the Fund. For its services to the Fund, Boston
Partners will be paid a monthly advisory fee computed at an annual rate of 0.80%
of the Fund's average daily net assets.
- ---------------
1 A Fund Complex Means two or more investment companies that hold
themselves out to investors as related companies for purposes of
investment and investor services, or have a common investment adviser or
have an investment adviser that is an affiliated person of the
investment adviser of any other investment companies.
-15-
<PAGE>
The Fund bears all of its own expenses not specifically assumed by Boston
Partners. General expenses of the Fund not readily identifiable as belonging to
a portfolio of the Fund are allocated among all investment portfolios by or
under the direction of RBB's Board of Directors in such manner as the Board
determines to be fair and equitable. In addition to the expenses listed in the
prospectuses, expenses borne by a portfolio include, but are not limited to, the
following (or a portfolio's share of the following): (a) expenses of organizing
the Fund that are not attributable to a class of the Fund; (b) any costs,
expenses or losses arising out of a liability of or claim for damages or other
relief asserted against the Fund or a portfolio for violation of any law; (c)
fees, voluntary assessments and other expenses incurred in connection with
membership in investment company organizations; and (d) the cost of investment
company literature and other publications provided by the Fund to its directors
and officers. Distribution expenses, transfer agency expenses, expenses of
preparation, printing and mailing prospectuses, statements of additional
information, proxy statements and reports to shareholders, and organizational
expenses and registration fees, identified as belonging to a particular class of
the Fund, are allocated to such class.
Under the Advisory Contract, Boston Partners will not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund or RBB
in connection with the performance of the Advisory Contract, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
Boston Partners in the performance of their respective duties or from reckless
disregard of their duties and obligations thereunder.
The Advisory Contract was most recently approved on April 23, 1997 by vote
of RBB's Board of Directors, including a majority of those directors who are not
parties to the Advisory Contracts or interested persons (as defined in the 1940
Act) of such parties. The Advisory Contract was approved by the initial
shareholders of each class of the Fund. The Advisory Contract is terminable by
vote of RBB's Board of Directors or by the holders of a majority of the
outstanding voting securities of the Fund, at any time without penalty, on 60
days' written notice to Boston Partners. The Advisory Contract may also be
terminated by Boston Partners on 60 days' written notice to RBB. The Advisory
Contract terminates automatically in the event of its assignment.
CUSTODIAN AND TRANSFER AGENCY AGREEMENTS. PNC Bank is custodian of the
Fund's assets pursuant to a custodian agreement dated August 16, 1988, as
amended (the "Custodian Agreement"). Under the Custodian Agreement, PNC Bank (a)
maintains a separate account or accounts in the name of the Fund (b) holds and
transfers portfolio securities on account of the Fund, (c) accepts receipts and
makes disbursements of money on behalf of the Fund, (d) collects and receives
all income and other payments and distributions on account of the Fund's
portfolio securities and (e) makes periodic reports to RBB's Board of Directors
concerning the Fund's operations. PNC Bank is authorized to select one or more
banks or trust companies to serve as sub-custodian on behalf of the Fund,
provided that
-16-
<PAGE>
PNC Bank remains responsible for the performance of all its duties under the
Custodian Agreement and holds the Fund harmless from the acts and omissions of
any sub-custodian. For its services to the Fund under the Custodian Agreement,
PNC Bank receives a fee. For this Fund, the fee is calculated based upon the
Fund's average daily gross assets as follows: $.18 per $1,000 on the first $100
million of average daily gross assets; $.15 per $1,000 on the next $400 million
of average daily gross assets; $.125 per $1,000 on the next $500 million of
average daily gross assets; and $.10 per $1,000 on average daily gross assets
over $1 billion, exclusive of transaction charges and out-of-pocket expenses,
which are also charged to the Fund.
PFPC Inc. ("PFPC"), an affiliate of PNC Bank, serves as the transfer and
dividend disbursing agent for the Fund pursuant to a Transfer Agency Agreement
dated November 5, 1991, as supplemented by a Transfer Agency Agreement
Supplement, dated May __, 1997 (together, the "Transfer Agency Agreement"),
under which PFPC (a) issues and redeems shares of the Fund, (b) addresses and
mails all communications by the Fund to record owners of the Shares, including
reports to shareholders, dividend and distribution notices and proxy materials
for its meetings of shareholders, (c) maintains shareholder accounts and, if
requested, sub-accounts and (d) makes periodic reports to RBB's Board of
Directors concerning the operations of the Fund. PFPC may, on 30 days' notice to
RBB, assign its duties as transfer and dividend disbursing agent to any other
affiliate of PNC Bank Corp. For its services to the Fund, under the Transfer
Agency Agreement, PFPC receives a fee at the annual rate of $12 per account in
the Fund, exclusive of out-of-pocket expenses, and also receives reimbursement
of its out-of-pocket expenses.
ADMINISTRATION AGREEMENTS. PFPC serves as administrator to the Fund
pursuant to an Administration and Accounting Services Agreement dated May __,
1997, (the "Administration Agreement"). PFPC has agreed to furnish to the Fund
statistical and research data, clerical, accounting and bookkeeping services,
and certain other services required by the Fund. In addition, PFPC has agreed to
prepare and file various reports with the appropriate regulatory agencies and
prepare materials required by the SEC or any state securities commission having
jurisdiction over the Fund.
The Administration Agreement provides that PFPC shall not be liable for any
error of judgment or mistake of law or any loss suffered by RBB or the Fund in
connection with the performance of the agreement, except a loss resulting from
willful misfeasance, gross negligence or reckless disregard by it of its duties
and obligations thereunder. In consideration for providing services pursuant to
the Administration Agreement, PFPC receives a fee calculated at an annual rate
of .125% of the Fund's average daily net assets, with a minimum annual fee of
$75,000 payable monthly on a pro rata basis.
DISTRIBUTION AGREEMENT. Pursuant to the terms of a distribution agreement,
dated as of April 10, 1991, and supplements (collectively, the "Distribution
Agreement") entered into by the Distributor and RBB on behalf of the
Institutional and Investor Classes, and Plans of Distribution for
-17-
<PAGE>
the Institutional and Investor Classes (the "Plans"), which were adopted by RBB
in the manner prescribed by Rule 12b-1 under the 1940 Act, the Distributor will
use appropriate efforts to solicit orders for the sale of Fund Shares. As
compensation for its distribution services, the Distributor will receive,
pursuant to the terms of the Distribution Agreement, a distribution fee, to be
calculated daily and paid monthly by the Institutional and Investor Classes, at
the annual rate set forth in the Prospectus.
On April 23, 1997, the Plans were approved by RBB's Board of Directors,
including the directors who are not "interested persons" of the Fund and who
have no direct or indirect financial interest in the operation of the Plans or
any agreements related to the Plans ("12b-1 Directors"). RBB believes that the
Plans may benefit the Fund by increasing sales of Shares.
Among other things, the Plans provide that: (1) the Distributor shall be
required to submit quarterly reports to the directors of RBB regarding all
amounts expended under the Plans and the purposes for which such expenditures
were made, including commissions, advertising, printing, interest, carrying
charges and any allocated overhead expenses; (2) the Plans will continue in
effect only so long as they are approved at least annually, and any material
amendment thereto is approved, by RBB's directors, including the 12b-1
Directors, acting in person at a meeting called for said purpose; (3) the
aggregate amount to be spent by the Fund on the distribution of the Fund's
shares of the Institutional and Investor Classes under the Plans shall not be
materially increased without the affirmative vote of the holders of a majority
of the shareholders in the respective class; and (4) while the Plans remain in
effect, the selection and nomination of RBB's directors who are not "interested
persons" of RBB (as defined in the 1940 Act) shall be committed to the
discretion of such directors who are not "interested persons" of RBB. Mr.
Reichman, a Director of RBB, has an indirect financial interest in the operation
of the Plans by virtue of his position with the Distributor. Mr. Sablowsky, a
Director of RBB, had an indirect interest in the operation of the Plans by
virtue of his position as Senior Vice President of Fahnstock Co., Inc., a
broker-dealer.
PORTFOLIO TRANSACTIONS
Subject to policies established by the Board of Directors, Boston Partners
is responsible for the execution of portfolio transactions and the allocation of
brokerage transactions for the Fund. In executing portfolio transactions, Boston
Partners seeks to obtain the best net results for the Fund, taking into account
such factors as the price (including the applicable brokerage commission or
dealer spread), size of the order,
-18-
<PAGE>
difficulty of execution and operational facilities of the firm involved. While
Boston Partners generally seeks reasonably competitive commission rates, payment
of the lowest commission or spread is not necessarily consistent with obtaining
the best results in particular transactions.
The Fund has no obligation to deal with any broker or group of brokers in
the execution of portfolio transactions. Boston Partners may, consistent with
the interests of the Fund and subject to the approval of RBB's Board of
Directors, select brokers on the basis of the research, statistical and pricing
services they provide to the Fund and other clients of Boston Partners.
Information and research received from such brokers will be in addition to, and
not in lieu of, the services required to be performed by Boston Partners under
its contract. A commission paid to such brokers may be higher than that which
another qualified broker would have charged for effecting the same transaction,
provided that Boston Partners determines in good faith that such commission is
reasonable in terms either of the transaction or the overall responsibility of
Boston Partners to the Fund and its other clients and that the total commissions
paid by the Fund will be reasonable in relation to the benefits to the Fund over
the long-term.
Investment decisions for the Fund and for other investment accounts managed
by Boston Partners are made independently of each other in the light of
differing conditions. However, the same investment decision may be made for two
or more of such accounts. In such cases, simultaneous transactions are
inevitable. Purchases or sales are then averaged as to price and allocated as to
amount according to a formula deemed equitable to each such account. While in
some cases this practice could have a detrimental effect upon the price or value
of the security as far as the Fund is concerned, in other cases it is believed
to be beneficial to the Fund. The Fund will not purchase securities during the
existence of any underwriting or selling group relating to such security of
which Boston Partners or any affiliated person (as defined in the 1940 Act)
thereof is a member except pursuant to procedures adopted by the Fund's Board of
Directors pursuant to Rule 10f-3 under the 1940 Act. Among other things, these
procedures, which will be reviewed by RBB's directors annually, require that the
commission paid in connection with such a purchase be reasonable and fair, that
the purchase be at not more than the public offering price prior to the end of
the first business day after the date of the public offer, and that Boston
Partners not participate in or benefit from the sale to the Fund.
In seeking to implement the policies of the Fund, Boston Partners will
effect transactions with those dealers it believes provide the most favorable
prices and are capable of providing efficient executions. In no instance will
portfolio securities be purchased from or sold to the Distributor or Boston
Partners or any affiliated person of the foregoing entities except as permitted
by SEC exemptive order or by applicable law.
The Fund expects that its annual portfolio turnover rate will be
approximately 100%. A high rate of portfolio turnover involves correspondingly
greater brokerage commission expenses and other transaction
-19-
<PAGE>
costs, which must be borne directly by the Fund. Federal income tax laws may
restrict the extent to which the Fund may engage in short-term trading of
securities. See "Taxes." The Fund anticipates that its annual portfolio turnover
rate will vary from year to year. The portfolio turnover rate is calculated by
dividing the lesser of a portfolio's annual sales or purchases of portfolio
securities (exclusive of purchases or sales of securities whose maturities at
the time of acquisition were one year or less) by the monthly average value of
the securities in the portfolio during the year.
PURCHASE AND REDEMPTION INFORMATION
RBB reserves the right, if conditions exist which make cash payments
undesirable, to honor any request for redemption or repurchase of the Fund's
shares by making payment in whole or in part in securities chosen by RBB and
valued in the same way as they would be valued for purposes of computing the
Fund's net asset value. If payment is made in securities, a shareholder may
incur transaction costs in converting these securities into cash. RBB has
elected, however, to be governed by Rule 18f-1 under the 1940 Act so that the
Fund is obligated to redeem its shares solely in cash up to the lesser of
$250,000 or 1% of its net asset value during any 90-day period for any one
shareholder of the Fund.
Under the 1940 Act, RBB may suspend the right to redemption or postpone the
date of payment upon redemption for any period during which the New York Stock
Exchange, Inc. (the "NYSE") is closed (other than customary weekend and holiday
closings), or during which trading on the NYSE is restricted, or during which
(as determined by the SEC by rule or regulation) an emergency exists as a result
of which disposal or valuation of portfolio securities is not reasonably
practicable, or for such other periods as the SEC may permit. (RBB may also
suspend or postpone the recordation of the transfer of its shares upon the
occurrence of any of the foregoing conditions.)
VALUATION OF SHARES
The net asset value per share of the Fund is calculated as of 4:00 p.m.
Eastern Time on each Business Day. "Business Day" means each weekday when the
NYSE is open. Currently, the NYSE is closed on New Year's Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day (observed), Labor Day, Thanksgiving
Day and Christmas Day (observed). Securities which are listed on stock exchanges
are valued at the last sale price on the day the securities are valued or,
lacking any sales on such day, at the mean of the bid and asked prices available
prior to the evaluation. In cases where securities are traded on more than one
exchange, the securities are generally valued on the exchange designated by the
Board of Directors as the primary market. Securities traded in the
over-the-counter market and listed on the National Association of Securities
Dealers Automatic Quotation System ("NASDAQ") are valued at the last trade price
listed on the NASDAQ at 4:00 p.m.; securities listed on
-20-
<PAGE>
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, RBB
may employ outside organizations, which may use a matrix or formula method that
takes into consideration market indices, matrices, yield curves and other
specific adjustments. This may result in the securities being valued at a price
different from the price that would have been determined had the matrix or
formula method not been used. All cash, receivables and current payables are
carried on the Fund's books at their face value. Other assets, if any, are
valued at fair value as determined in good faith by RBB's Board of Directors.
PERFORMANCE AND YIELD INFORMATION
TOTAL RETURN. For purposes of quoting and comparing the performance of the
Fund 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 SEC, funds advertising performance must
include total return quotes calculated according to the following formula:
P (1 + T)n = ERV
Where: P = a 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 Fund's 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 Fund are assumed to have been reinvested
at net asset value, as described in the Prospectuses, 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
-21-
<PAGE>
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 Fund.
The Fund may also from time to time include in such advertising an
aggregate total return figure or a total return figure that is not calculated
according to the formula set forth above in order to compare more accurately the
Fund's performance with other measures of investment return. For example, in
comparing the Fund's total return with data published by Lipper Analytical
Services, Inc., CDA Investment Technologies, Inc. or Weisenberger Investment
Company Service, or with the performance of the Russell Mid Cap Index, as
appropriate, the Fund may calculate its aggregate and/or average annual total
return for the specified periods of time by assuming the investment of $10,000
in Fund shares and assuming the reinvestment of each dividend or other
distribution at net asset value on the reinvestment date. Such alternative total
return information will be given no greater prominence in such advertising than
the information prescribed under SEC rules, and all advertisements containing
performance data will include a legend disclosing that such performance data
represent 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.
TAXES
The following is only a summary of certain additional tax considerations
generally affecting the Fund and its shareholders that are not described in the
Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of the Fund or its shareholders, and the discussion here and in the
Prospectus is not intended as a substitute for careful tax planning. Investors
are urged to consult their tax advisers with specific reference to their own tax
situation.
The Fund has elected to be taxed as a regulated investment company under
Part I of Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). As a regulated investment company, the Fund is exempt from federal
income tax on its net investment income and realized capital gains which it
distributes to shareholders, provided that it distributes an amount equal to the
sum of (a) at least 90% of its investment company taxable income (net taxable
investment income and the excess of net short-term capital gain over net
long-term capital loss, if any, for the year) and (b) at least 90% of its net
tax-exempt interest income, if any, for the year (the "Distribution
Requirement") and satisfies certain other requirements of the Code that are
described below. Distributions of investment company taxable income made during
the taxable year or, under specified circumstances, within twelve months after
the close of the taxable year will satisfy the Distribution Requirement.
In addition to the foregoing requirements, at the close of each quarter of
its taxable year, at least 50% of the value of the Fund's assets
-22-
<PAGE>
must consist of cash and cash items, U.S. Government securities, securities of
other regulated investment companies, and securities of other issuers (as to
which the Fund has not invested more than 5% of the value of its total assets in
securities of such issuer and as to which the Fund does not hold more than 10%
of the outstanding voting securities of such issuer), and no more than 25% of
the value of the Fund's total assets may be invested in the securities of any
one issuer (other than U.S. Government securities and securities of other
regulated investment companies), or in two or more issuers which the Fund
controls and which are engaged in the same or similar trades or businesses (the
"Asset Diversification Requirement").
Distributions of investment company taxable income will be taxable (subject
to the possible allowance of the dividend received deduction described below) to
shareholders as ordinary income, regardless of whether such distributions are
paid in cash or are reinvested in shares. Shareholders receiving any
distribution from the Fund in the form of additional shares will be treated as
receiving a taxable distribution in an amount equal to the fair market value of
the shares received, determined as of the reinvestment date.
The Fund intends to distribute to shareholders its net capital gain (excess
of net long-term capital gain over net short-term capital loss), if any, for
each taxable year. Such gain is distributed as a capital gain dividend and is
taxable to shareholders as long-term capital gain, regardless of the length of
time the shareholder has held his shares, whether such gain was recognized by
the Fund prior to the date on which a shareholder acquired shares of the Fund
and whether the distribution was paid in cash or reinvested in shares. The
aggregate amount of distributions designated by the Fund as capital gain
dividends may not exceed the net capital gain of the Fund for any taxable year,
determined by excluding any net capital loss or net long-term capital loss
attributable to transactions occurring after October 31 of such year and by
treating any such loss as if it arose on the first day of the following taxable
year. Such distributions will be designated as capital gain dividends in a
written notice mailed by the Fund to shareholders not later than 60 days after
the close of the Fund's taxable year.
In the case of corporate shareholders, distributions (other than capital
gain dividends) of the Fund for any taxable year generally qualify for the
dividends received deduction to the extent of the gross amount of "qualifying
dividends" received by the Fund for the year. Generally, a dividend will be
treated as a "qualifying dividend" if it has been received from a domestic
corporation. Distributions of net investment income received by the Fund from
investments in debt securities will be taxable to shareholders as ordinary
income and will not be treated as "qualifying dividends" for purposes of the
dividends received deduction. The Fund will designate the portion, if any, of
the distribution made by the Fund that qualifies for the dividends received
deduction in a written notice mailed by the Fund to corporate shareholders not
later than 60 days after the close of the Fund's taxable year.
-23-
<PAGE>
If for any taxable year the Fund does not qualify as a regulated investment
company, all of its taxable income will be subject to tax at regular corporate
rates without any deduction for distributions to shareholders, and all
distributions will be taxable as ordinary dividends to the extent of the Fund's
current and accumulated earnings and profits. Such distributions will be
eligible for the dividends received deduction in the case of corporate
shareholders. Investors should be aware that any loss realized on a sale of
shares of the Fund will be disallowed to the extent an investor repurchases
shares of the Fund within a period of 61 days (beginning 30 days before and
ending 30 days after the day of disposition of the shares). Dividends paid by
the Fund in the form of shares within the 61-day period would be treated as a
purchase for this purpose.
A shareholder will recognize gain or loss upon a redemption of shares or an
exchange of shares of the Fund for shares of another Boston Partners Fund upon
exercise of the exchange privilege, to the extent of any difference between the
price at which the shares are redeemed or exchanged and the price or prices at
which the shares were originally purchased for cash.
The Code imposes a non-deductible 4% excise tax on regulated investment
companies that do not distribute with respect to each calendar year an amount
equal to 98% of their ordinary income for the calendar year plus 98% of their
capital gain net income for the 1-year period ending on October 31 of such
calendar year. The balance of such income must be distributed during the next
calendar year. For the foregoing purposes, a company is treated as having
distributed any amount on which it is subject to income tax for any taxable year
ending in such calendar year. Investors should note that the Fund may in certain
circumstances be required to liquidate investments in order to make sufficient
distributions to avoid excise tax liability.
The Fund will be required in certain cases to withhold and remit to the
United States Treasury 31% of dividends paid to any shareholder (1) who has
provided either an incorrect tax identification number or no number at all, (2)
who is subject to backup withholding by the Internal Revenue Service for failure
to report the receipt of interest or dividend income properly, or (3) who has
failed to certify to the Fund that he is not subject to backup withholding or
that he is an "exempt recipient."
The foregoing general discussion of federal income tax consequences is
based on the Code and the regulations issued thereunder as in effect on the date
of this Statement of Additional Information. Future legislative or
administrative changes or court decisions may significantly change the
conclusions expressed herein, and any such changes or decisions may have a
retroactive effect with respect to the transactions contemplated herein.
Although the Fund expects to qualify as a "regulated investment company"
and to be relieved of all or substantially all federal income taxes, depending
upon the extent of its activities in states and localities
-24-
<PAGE>
in which its offices are maintained, in which its agents or independent
contractors are located or in which it is otherwise deemed to be conducting
business, the Fund may be subject to the tax laws of such states or localities.
ADDITIONAL INFORMATION CONCERNING RBB SHARES
RBB has authorized capital of thirty billion shares of Common Stock, $.001
par value per share, of which 13.67 billion shares are currently classified in
79 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 0 Common Stock
(N.Y. Money), 100 million shares are classified as Class P Common Stock
(Government), 100 million shares are classified as Class Q Common Stock, 500
million shares are classified as Class R Common Stock (Municipal Money), 500
million shares are classified as Class S Common Stock (Government Money), 500
million shares are classified as Class T Common Stock (International), 500
million shares are classified as Class U Common Stock (High Yield), 500 million
shares are classified as Class V Common Stock (Emerging), 100 million shares are
classified as Class W Common Stock (Laffer/Canto Equity), 50 million shares are
classified as Class X Common Stock (U.S. Core Equity), 50 million shares are
classified as Class Y Common Stock (U.S. Core Fixed Income), 50 million shares
are classified as Class Z Common Stock (Strategic Global Fixed Income), 50
million shares are classified as Class AA Common Stock (Municipal Bond), 50
million shares are classified as Class BB Common Stock (BEA Balanced), 50
million shares are classified as Class CC Common Stock (Short Duration), 100
million shares are classified as Class DD Common Stock, 100 million shares are
classified as Class EE Common Stock, 50 million shares are classified as Class
FF Common Stock (n/i Micro Cap), 50 million shares are classified as Class GG
Common Stock (n/i Growth), 50 million shares are classified as Class HH (n/i
Growth & Value), 100 million shares are classified as Class II Common Stock (BEA
Investor International), 100 million shares are classified as Class JJ Common
Stock (BEA Investor Emerging), 100 million shares are classified as Class KK
Common Stock (BEA Investor High Yield), 100 million shares are classified as
Class LL Common Stock (BEA Investor Global Telecom), 100 million shares are
classified as Class MM Common Stock (BEA Advisor International), 100 million
shares are
-25-
<PAGE>
classified as Class NN Common Stock (BEA Advisor Emerging), 100 million shares
are classified as Class 00 Common Stock (BEA Advisor High Yield), 100 million
shares are classified as Class PP Common Stock (BEA Advisor Global Telecom), 100
million shares are classified as Class QQ Common Stock (Boston Partners
Institutional Large Cap), 100 million shares are classified as Class RR Common
Stock (Boston Partners Investor Large Cap), 100 million shares are classified as
Class SS Common Stock (Boston Partners Advisor Large Cap), 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), 700 million shares are classified as Class Janney Money
Common Stock (Money), 200 million shares are classified as Class Janney
Municipal Money Common Stock (Municipal Money), 500 million shares are
classified as Class Janney Government Money Common Stock (Government Money), 100
million shares are classified as Class Janney N.Y. Municipal Money Common Stock
(N.Y. Money), 1 million shares are classified as Class Beta 1 Common Stock
(Money), 1 million shares are classified as Class Beta 2 Common Stock (Municipal
Money), 1 million shares are classified as Class Beta 3 Common Stock (Government
Money), 1 million shares are classified as Class Beta 4 Common Stock (N.Y.
Money), 1 million shares are classified as Gamma 1 Common Stock (Money), 1
million shares are classified as Gamma 2 Common Stock (Municipal Money), 1
million shares are classified as Gamma 3 Common Stock (Government Money), 1
million shares are classified as Gamma 4 Common Stock (N.Y. Money), 1 million
shares are classified as Delta 1 Common Stock (Money), 1 million shares are
classified as Delta 2 Common Stock (Municipal Money), 1 million shares are
classified as Delta 3 Common Stock (Government Money), 1 million shares are
classified as Delta 4 Common Stock (N.Y. Money), 1 million shares are classified
as Epsilon 1 Common Stock (Money), 1 million shares are classified as Epsilon 2
Common Stock (Municipal Money), 1 million shares are classified as Epsilon 3
Common Stock (Government Money), 1 million shares are classified as Epsilon 4
Common Stock (N.Y. Money), 1 million shares are classified as Zeta 1 Common
Stock (Money), 1 million shares are classified as Zeta 2 Common Stock (Municipal
Money), 1 million shares are classified as Zeta 3 Common Stock (Government
Money), 1 million shares are classified as Zeta 4 Common Stock (N.Y. Money), 1
million shares are classified as Eta 1 Common Stock (Money), 1 million shares
are classified as Eta 2 Common Stock (Municipal Money), 1 million shares are
classified as Eta 3 Common Stock (Government Money), 1 million shares are
classified as Eta 4 Common Stock (N.Y. Money), 1 million shares are classified
as Theta 1 Common Stock (Money), 1 million shares are classified as Theta 2
Common Stock (Municipal Money), 1 million shares are classified as Theta 3
Common Stock (Government Money), and 1 million shares are classified as Theta 4
Common Stock (N.Y. Money). Shares of the Class TT and UU Common Stock constitute
the Boston Partners Institutional and Investor classes, 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
-26-
<PAGE>
Boston Partners Family, the Beta Family, the Gamma Family, the Delta Family, the
Epsilon Family, the Zeta Family, the Eta Family and the Theta Family. The RBB
Family represents interests in one non-money market portfolio as well as the
Money Market and Municipal Money Market Funds; the Cash Preservation Family
represents interests in the Money Market and Municipal Money Market Funds; the
Sansom Street Family represents interests in the Money Market, Municipal Money
Market and Government Obligations Money Market Funds; Bedford Family represents
interests in the Money Market, Municipal Money Market, Government Obligations
Money Market and New York Municipal Money Market Funds; the Bradford Family
represents interests in the Municipal Money Market and Government Obligations
Money Market Funds; the BEA Family represents interests in ten non-money market
portfolios; the n/i Family represents interests in three non-money market
portfolios; the Boston Partners Family represents interest in two non-money
market portfolios; the Janney Montgomery Scott Family and the Beta, Gamma,
Delta, Epsilon, Zeta, Eta and Theta Families represent interests in the Money
Market, Municipal Money Market, Government Obligations Money Market and New York
Municipal Money Market Funds.
RBB does not currently intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. RBB's amended
By-Laws provide that shareholders owning at least ten percent of the outstanding
shares of all classes of Common Stock of RBB have the right to call for a
meeting of shareholders to consider the removal of one or more directors. To the
extent required by law, RBB will assist in shareholder communication in such
matters.
As stated in the Prospectuses, holders of shares of each class of the Fund
will vote in the aggregate and not by class on all matters, except where
otherwise required by law. Further, shareholders of the Fund will vote in the
aggregate and not by portfolio except as otherwise required by law or when the
Board of Directors determines that the matter to be voted upon affects only the
interests of the shareholders of a particular portfolio. Rule 18f-2 under the
1940 Act provides that any matter required to be submitted by the provisions of
the 1940 Act or applicable state law, or otherwise, to the holders of the
outstanding securities of an investment company such as the Fund shall not be
deemed to have been effectively acted upon unless approved by the holders of a
majority of the outstanding shares of each portfolio affected by the matter.
Rule 18f-2 further provides that a portfolio shall be deemed to be affected by a
matter unless it is clear that the interests of each portfolio in the matter are
identical or that the matter does not affect any interest of the portfolio.
Under Rule 18f- 2, the approval of an investment advisory agreement or any
change in a fundamental investment policy would be effectively acted upon with
respect to a portfolio only if approved by the holders of a majority of the
outstanding voting securities of such portfolio. However, Rule 18f-2 also
provides that the ratification of the selection of independent public
accountants, the approval of principal underwriting contracts and the election
of directors are not subject to the separate voting requirements and may be
effectively acted upon by shareholders of an investment company voting without
regard to portfolio.
-27-
<PAGE>
Notwithstanding any provision of Maryland law requiring a greater vote of
shares of RBB's common stock (or of any class voting as a class) in connection
with any corporate action, unless otherwise provided by law, (for example by
Rule 18f-2 discussed above) or by RBB's Articles of Incorporation, RBB may take
or authorize such action upon the favorable vote of the holders of more than 50%
of all of the outstanding shares of Common Stock voting without regard to class
(or portfolio).
MISCELLANEOUS
COUNSEL. The law firm of Drinker Biddle & Reath, PNB Building, 1345
Chestnut Street, Philadelphia, Pennsylvania 19107-3496 serves as counsel to RBB.
INDEPENDENT ACCOUNTANTS. Coopers & Lybrand L.L.P., 2400 Eleven Penn Center,
Philadelphia, Pennsylvania 19103, serves as RBB's independent accountants. No
financial statements appear in this Statement of Additional Information because,
as of the date hereof, the Investor and Institutional Classes had no performance
history.
CONTROL PERSONS. As of February 27, 1997, to RBB's knowledge, the following
named persons at the addresses shown below owned of record approximately 5% or
more of the total outstanding shares of each class of RBB indicated below. See
"Additional Information Concerning RBB Shares" above. RBB does not know whether
such persons also beneficially own such shares.
-28-
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
Cash Preservation Money Jewish Family and Children's 42.9
Market Portfolio Agency of Philadelphia
(Class G) Capital Campaign
Attn: S. Ramm
1610 Spruce Street
Philadelphia, PA 19103
Dominic and Barbara Pisciotta 19.0
and Successors in Trust under
the Dominic and Barbara
Pisciotta Caring Trust
207 Woodmere Way
St. Charles, MO 63303
Eric Levine and Linda and 6.3
Howard Levine JTTEN
67 Lanes Pond Road
Howell, NJ 07731
Cash Preservation Kenneth Farwell and Valerie 12.7
Municipal Money Market Farwell JTTEN
Portfolio 3854 Sullivan
(Class H) St. Louis, MO 63107
Gary L. Lange and 20.2
Susan D. Lange JTTEN
1354 Shady Knoll Ct.
Longwood, FL 32750
Andrew Diederich and 7.0
Doris Diederich JTTEN
1003 Lindeman
Des Peres, MO 63131
Marcella L. Haugh TTEE 5.6
Marcella L. Haugh Caring Trust
4506 186th St. Apt. 103
Redondo Beach, CA 90278-4619
Gwendoyln Haynes 5.9
2757 Geyer
St. Louis, MO 63104
Savannah Thomas Trust 6.3
200 Madison Ave.
Rock Hill, MD 63119
-29-
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
Sansom Street Money Wasner & Co. 23.8
Market Portfolio FAO Paine Webber and Managed
(Class I) Assets Sundry Holdings
Attn: Joe Domizio
200 Stevens Drive
Lester, PA 19113
Saxon and Co. 68.7
FBO Paine Webber
P.O. Box 7780 1888
Philadelphia, PA 19182
Robertson Stephens & Co. 7.5
FBO Exclusive Benefit Investors
c/o Eric Moore
555 California Street/No. 2600
San Francisco, CA 94104
BEA International Equity Blue Cross & Blue Shield of 5.38
- - Institutional Class Massachusetts Inc.
(Class T) Retirement Income Trust
100 Summer Street
Boston, MA 02110-2106
Invest Comm of MAFCO Hold Inc. 5.28
MT
625 Madison Ave., 4th Floor
New York, NY 10022-1801
BEA International Equity Karen Jean Bassett TTEE 96.98
Portfolio - Advisor Archie Joseph Bassett TTEE
Class (Class MM) Karen Jean Bassett Rev Liv
Trust
4535 SE Basswood Terrace
Stuart, FL 34997-2106
BEA High Yield Portfolio Temple Inland Master Retirement 6.14
- - Institutional Class Trust
(Class U) 303 South Temple Drive
Diboll, TX 75941-2419
Guenter Full Trust Michelin 16.18
North America Inc.
Master Trust
P.O. Box 19001
Greenville, SC 29602-9001
Flour Corporation Master 5.83
Retirement Trust
2333 Michelson Drive
Irvine, CA 92612-1307
-30-
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
C S First Boston Pension Fund 7.55
Park Avenue Plaza, 34th Floor
Attn: Steve Medici
55 E. 52nd Street
New York, NY 10055-0002
SC Johnson & Son, Inc. 11.66
Retirement Plan
1525 Howe Street
Mail Stat 447
Racine, WI 53403-2237
Southdown Inc. Pension Plan 9.02
MAC & Co.
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 31980
BEA High Yield Portfolio Richard A. Wilson TTEE 96.83
- - Advisor Class E. Francis Wilson TTEE
(Class OO) The Wilson Family Trust
7612 March Avenue
West Hills, CA 91304-5232
BEA Emerging Markets Wachovia Bank North Carolina 20.38
Equity Portfolio - Trust for Carolina Power &
Institutional Class Light Co.
(Class V) Supplemental Retirement Trust
301 N. Main Street
Winston-Salem, NC 27101-3819
Wachovia Bank of North 6.97
Carolina, N.A. And For
Fleming Companies Inc.
Master Pension Trust
307 North Main 3099 Street
P.O. Box 3802
Winston-Salem, NC 27101-3802
Hall Family Foundation 39.5
P.O. Box 419580
Kansas City, MO 64141-8400
Arkansas Public Employees 14.25
Retirement System
124 W. Capitol Avenue
Little Rock, AR 72201-3704
Berklee College of Music Inc. 5.23
40 Pleasant Street
Portsmouth, NH 03801-4518
-31-
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
BEA Emerging Markets Karen Jean Bassett TTEE 96.88
Equity Portfolio - Archie Joseph Bassett TTEE
Advisor Class (Class NN) Karen Jean Bassett Rev Liv
Trust
4535 SE Basswood Terrace
Stuart, FL 34997-2106
BEA US Core Equity CoreStates Bank 43.41
Portfolio - Trust for Buckeye Pipe Line
Institutional Class One Wall Street
(Class X) New York, NY 10005-2501
Werner & Pfleiderer Pension 7.61
Plan Employees
663 E. Crescent Avenue
Ramsey, NJ 07446-1220
Washington Hebrew Congregation 10.4
3935 Macomb St. NW
Washington, DC 20016-3799
Shamut Bank 5.93
Trust for Hospital St. Raphael
Malpractice
Attn: CORP Actions
P.O. Box 92800
Rochester, NY 14692-8900
BEA US Core Fixed Income New England UFCW & Employers' 22.26
Portfolio - Pension Fund Board of Trustees
Institutional Class 161 Forbes Road, Suite 201
(Class Y) Braintree, MA 02184-2606
Patterson & Co. 8.11
P.O. Box 7829
Philadelphia, PA 19101-7829
MAC & Co 6.33
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
Bank of New York 9.61
Fenway Partners Master Trust
Attn: Mohamed Khalil, 7th Flr.
One Wall Street
New York, NY 10005-2502
-32-
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
Citibank NA 11.14
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 8.75
c/o Enterprise Trust
16450 Los Gatos Boulevard
Suite 210
Los Gatos, CA 95032-5594
Kollmorgen Corporation 6.0
Pension Trust
1601 Thapelo Rd.
Waltham, MA 02154
BEA Strategic Global Sunkist Master Trust 34.61
Fixed Income Portfolio 14130 Riverside Drive
(Class Z) Sherman Oaks, CA 91423-2313
Patterson & Co. 24.75
P.O. Box 7829
Philadelphia, PA 19101-7829
Key Trust Co. of Ohio 20.01
FBO Eastern Enterp. Collective
Inv. Trust
P.O. Box 94870
Cleveland, OH 44101-4870
Mary E. Morten 6.56
Attn: Portfolio Management
C/O Credit Suisse PVT Bkg
12 E. 49th Street, 40th Floor
New York, NY 10017-1028
Hard & Co. 5.57
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 38.50
Portfolio (Class AA) 2199 Maysville Rd.
Carlisle, KY 40311-9716
-33-
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
Arnold Leon 12.84
c/o Fiduciary Trust Company
P.O. Box 3199
Church Street Station
New York, NY 10008-3199
Irwin Bard 6.35
1750 North East 183rd St. North
Miami Beach, FL 33179-4908
Matthew M. Sloves 5.17
and Diane Decker Sloves
Tenants in Common
1304 Stagecoach Rd. SE
Albuquerque, NM 87123-4321
S. Finkelstein Family Fund 5.02
1755 York Ave., Apt. 35 BC
New York, NY 10128-6827
BEA Global Tele- E. M. Warburg Pincus & Co. Inc. 20.15
communications Portfolio 466 Lexington Ave.
- - Advisor Class New York, NY 10017-3140
(Class PP)
William W. Priest 5.49
2 E. 70th St. #5
New York, NY 10021-4913
John B. Hurford 54.87
153 E. 53rd St., Flr. 57
New York, NY 10022-4611
n/i Micro Cap Fund Charles Schwab & Co. Inc. 18.4
(Class FF) Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
Chase Manhattan Bank 9.0
Collins Group Trust I
840 Newport Center Drive
Newport Beach, CA 92660
n/i Growth Fund Charles Schwab & Co. Inc. 16.1
(Class GG) Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
-34-
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
U.S. Equity Investment 10.9
Portfolio LP
c/o Asset Management Advisors
Inc.
1001 N. US Hwy 1 STE 800
Jupiter, FL 33477
Bank of New York 5.5
Trust for Sunkist Growers-SVGS
Match Plus
BNV Western Trust Company
Attn: S. Angevine -
Master Trust
700 S. Flower St., 2nd Flr.
Los Angeles, CA 90017
CitiBank F S B 24.5
Sargent & Lundy Retirement
Trust
C/O CitiCorp
Attn: D. Erwin Jr.
1410 N. West Shore Blvd.
Tampa, FL 33607
n/i Growth and Value Charles Schwab & Co. Inc. 13.4
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 9.7
Collins Group Trust I
840 Newport Center Dr.
Newport Beach, CA 92660
Boston Partners Large Dr. Janice B. Yost 46.3
Cap Value Fund - Trust Mary Black Foundation
Institutional Class Inc.
(Class QQ) Bell Hill-945 E. Main St.
Spartanburg, SC 29302
Dolomite Products Company Inc. 15.3
Gardner C. Odenbach Treasurer
1150 Penfield Rd.
Rochester, NY 14625-2202
Shady Side Academy Endowment 33.6
423 Fox Chapel Rd.
Pittsburgh, PA 15238
-35-
<PAGE>
PORTFOLIO NAME AND ADDRESS PERCENT OWNED
- --------- ---------------- -------------
Boston Partners Large Hiles Coverdale, Jr. 9.8
Cap Value Fund - 19 Old Village Rd.
Investor Class Acton, MA 01720
(Class RR)
Fleet National Bank TTEE Testa 11.5
Hurwitz THIB
FBO Brian Pastoszenski
P.O. Box 92800
Rochester, NY 14692
Fleet National Bank TTEE 29.3
Testa Hurwitz THIB
FBO Scott Birnbaum
P.O. Box 92800
Rochester, NY 14692
Jay Schwartz and 9.6
Lila Schwartz
JTTEN WROS
9 Woodland Place
Great Neck, NY 11021
Mark R. Scott 16.7
and Maryann Scott
JTTEN WROS
2543 Longmount Dr.
Wexford, PA 15090
Stanley B. Smith, Jr. 23.2
and Elizabeth B. Smith
JTTEN WROS
140 Beach Bluff Avenue
Swampscott, MA 01907
As of such date, no person owned of record or, to RBB's knowledge,
beneficially, more than 25% of the outstanding shares of all classes of RBB.
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. No financial statements are supplied because, as of
the date of the Prospectus and this Statement of Additional Information, the
Fund had no operating history.
-36-
<PAGE>
APPENDIX A
COMMERCIAL PAPER RATINGS
A Standard & Poor's commercial paper rating is a current assessment of the
likelihood of timely payment of debt considered short-term in the relevant
market. The following summarizes the rating categories used by Standard and
Poor's for commercial paper:
"A-1" - The highest category indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely strong
safety characteristics are denoted with a plus sign (+) designation.
"A-2" - Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1."
"A-3" - Issues carrying this designation have adequate capacity for timely
payment. They are, however, more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher designations.
"B" - Issues are regarded as having only a speculative capacity for timely
payment.
"C" - This rating is assigned to short-term debt obligations with a
doubtful capacity for payment.
"D" - Issues are in payment default.
Moody's commercial paper ratings are opinions of the ability of issuers to
repay punctually promissory obligations not having an original maturity in
excess of 9 months. The following summarizes the rating categories used by
Moody's for commercial paper:
"Prime-1" - Issuers or related supporting institutions have a superior
capacity for repayment of short-term promissory obligations. Prime-1 repayment
capacity will normally be evidenced by the following characteristics: leading
market positions in well established industries; high rates of return on funds
employed; conservative capitalization structures with moderate reliance on debt
and ample asset protection; broad margins in earning coverage of fixed financial
charges and high internal cash generation; and well established access to a
range of financial markets and assured sources of alternate liquidity.
A-1
<PAGE>
"Prime-2" - Issuers or related supporting institutions have a strong
capacity for repayment of short-term promissory obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternative liquidity is maintained.
"Prime-3" - Issuers or related supporting institutions have an acceptable
capacity for repayment of short-term promissory obligations. The effects of
industry characteristics and market composition may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and the requirement for relatively high financial
leverage. Adequate alternate liquidity is maintained.
"Not Prime" - Issuers do not fall within any of the Prime rating
categories.
CORPORATE LONG-TERM DEBT RATINGS
The following summarizes the ratings used by Standard & Poor's for
corporate debt:
"AAA" - This designation represents the highest rating assigned by Standard
& Poor's to a debt obligation and indicates an extremely strong capacity to pay
interest and repay principal.
"AA" - Debt is considered to have a very strong capacity to pay interest
and repay principal and differs from AAA issues only in small degree.
"A" - Debt is considered to have a strong capacity to pay interest and
repay principal although such issues are somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than debt in
higher-rated categories.
"BBB" - Debt is regarded as having an adequate capacity to pay interest and
repay principal. Whereas such issues normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher-rated categories.
"BB," "B," "CCC," "CC" and "C" - Debt is regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. "BB" indicates the
lowest degree of speculation
A-2
<PAGE>
and "C" the highest degree of speculation. While such debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.
"BB" - Debt has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The "BB"
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied "BBB-" rating.
"B" - Debt has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The "B" rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied "BB" or "BB-"
rating.
"CCC" - Debt has a currently identifiable vulnerability to default, and is
dependent upon favorable business, financial and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The "CCC" rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
"B" or "B-" rating.
"CC" - This rating is typically applied to debt subordinated to senior debt
that is assigned an actual or implied "CCC" rating.
"C" - This rating is typically applied to debt subordinated to senior debt
which is assigned an actual or implied "CCC-" debt rating. The "C" rating may be
used to cover a situation where a bankruptcy petition has been filed, but debt
service payments are continued.
"CI" - This rating is reserved for income bonds on which no interest is
being paid.
"D" - Debt is in payment default. This rating is used when interest
payments or principal payments are not made on the date due, even if the
applicable grace period has not expired, unless S & P believes that such
payments will be made during such grace period. "D" rating is also used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.
A-3
<PAGE>
PLUS (+) OR MINUS (-) - The ratings from "AA" through "CCC" may be modified
by the addition of a plus or minus sign to show relative standing within the
major rating categories.
"r" - This rating is attached to highlight derivative, hybrid, and certain
other obligations that S & P believes may experience high volatility or high
variability in expected returns due to non-credit risks. Examples of such
obligations are: securities whose principal or interest return is indexed to
equities, commodities, or currencies; certain swaps and options; and interest
only and principal only mortgage securities. The absence of an "r" symbol should
not be taken as an indication that an obligation will exhibit no volatility or
variability in total return.
The following summarizes the ratings used by Moody's for corporate
long-term debt:
"Aaa" - Bonds are judged to be of the best quality. They carry the smallest
degree of investment risk and are generally referred to as "gilt edged."
Interest payments are protected by a large or by an exceptionally stable margin
and principal is secure. While the various protective elements are likely to
change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
"Aa" - Bonds are judged to be of high quality by all standards. Together
with the "Aaa" group they comprise what are generally known as high-grade bonds.
They are rated lower than the best bonds because margins of protection may not
be as large as in "Aaa" securities or fluctuation of protective elements may be
of greater amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in "Aaa" securities.
"A" - Bonds possess many favorable investment attributes and are to be
considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.
"Baa" - Bonds considered medium-grade obligations, i.e., they are neither
highly protected nor poorly secured. Interest payments and principal security
appear adequate for the present but certain protective elements may be lacking
or may be characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have speculative
characteristics as well.
"Ba," "B," "Caa," "Ca," and "C" - Bonds that possess one of these ratings
provide questionable protection of interest
A-4
<PAGE>
and principal ("Ba" indicates some speculative elements; "B" indicates a general
lack of characteristics of desirable investment; "Caa" represents a poor
standing; "Ca" represents obligations which are speculative in a high degree;
and "C" represents the lowest rated class of bonds). "Caa," "Ca" and "C" bonds
may be in default.
Con. (---) - Bonds for which the security depends upon the completion of
some act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operation experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting condition
attaches. Parenthetical rating denotes probable credit stature upon completion
of construction or elimination of basis of condition.
(P)... - When applied to forward delivery bonds, indicates that the rating
is provisional pending delivery of the bonds. The rating may be revised prior to
delivery if changes occur in the legal documents or the underlying credit
quality of the bonds.
Note: Those bonds in the Aa, A, Baa, Ba and B groups which Moody's believes
possess the strongest investment attributes are designated by the symbols, Aa1,
A1, Ba1 and B1.
A-5
<PAGE>
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
(1) Included in Part A of the Registration Statement:
NONE
Included in Part B of the Registration Statement:
NONE
Notes to Financial Statements
(b) Exhibits: SEE NOTE #
(1) (a) Articles of Incorporation of Registrant 1
(b) Articles Supplementary of Registrant. 1
(c) Articles of Amendment to Articles of 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
(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
<PAGE>
(b) Exhibits: SEE NOTE #
(c) By-Laws amended through April 24, 1996. 23
(3) None.
(4) Specimen Certificates
(A) SafeGuard Equity Growth and Income Shares 3
(B) SafeGuard Fixed Income Shares 3
(C) Safeguard Balanced Shares 3
(D) SafeGuard Tax-Free Shares 3
(E) SafeGuard Money Market Shares 3
(F) SafeGuard Tax-Free Money Market Shares 3
(G) Cash Preservation Money Market Shares 3
(H) Cash Preservation Tax-Free Money Market (now 3
known as the Municipal Money Market
Portfolio) Shares
(I) Sansom Street Money Market Shares 3
(J) Sansom Street Tax-Free Money Market (now 3
known as the Municipal Money Market
Portfolio) Shares
(K) Sansom Street Government Obligations Money 3
Market Shares
(L) Bedford Money Market Shares 3
(M) Bedford Tax-Free Money Market (now known as 3
the Municipal Money Market Portfolio) Shares
(N) Bedford Government Obligations Money Market 3
Shares
(O) Bedford New York Municipal Money Market 5
Shares
(P) SafeGuard Government Securities Shares 5
(Q) Income Opportunities High Yield Bond Shares 6
(R) Bradford Tax-Free Money Market (now known as 8
the Municipal Money Market Portfolio) Shares
(S) Bradford Government Obligations Money Market 8
Shares
(T) Alpha 1 Money Market (now known as the 8
Janney Montgomery Scott Money Market
Portfolio) Shares
2
<PAGE>
(b) Exhibits: SEE NOTE #
(U) Alpha 2 Tax-Free Money Market (now known as 8
the Janney Montgomery Scott Municipal Money
Market Portfolio) Shares
(V) Alpha 3 Government Obligations Money Market 8
(now known as the Janney Montgomery Scott
Government Obligations Money Market
Portfolio) Shares
(W) Alpha 4 New York Municipal Money Market (now 8
known as the Janney Montgomery Scott New York
Municipal Money Market Portfolio) Shares
(X) Beta 1 Money Market Shares 8
(Y) Beta 2 Tax-Free Money Market (now known as 8
the Municipal Money Market Portfolio) Shares
(Z) Beta 3 Government Obligations Money Market 8
Shares
(AA) Beta 4 New York Municipal Money Market Shares 8
(BB) Gamma 1 Money Market Shares 8
(CC) Gamma 2 Tax-Free Money Market (now known as 8
the Municipal Money Market Portfolio) Shares
(DD) Gamma 3 Government Obligations Money Market 8
Shares
(EE) Gamma 4 New York Municipal Money Market 8
Shares
(FF) Delta 1 Money Market Shares 8
(GG) Delta 2 Tax-Free Money Market (now known as 8
the Municipal Money Market Portfolio) Shares
(HH) Delta 3 Government Obligations Money Market 8
Shares
(II) Delta 4 New York Municipal Money Market 8
Shares
(JJ) Epsilon 1 Money Market Shares 8
(KK) Epsilon 2 Tax-Free Money Market (now known as 8
the Municipal Money Market Portfolio) Shares
(LL) Epsilon 3 Government Obligations Money Market 8
Shares
(MM) Epsilon 4 New York Municipal Money Market 8
Shares
(NN) Zeta 1 Money Market Shares 8
3
<PAGE>
(b) Exhibits: SEE NOTE #
(OO) Zeta 2 Tax-Free Money Market (now known as 8
the Municipal Money Market Portfolio) Shares
(PP) Zeta 3 Government Obligations Money Market 8
Shares
(QQ) Zeta 4 New York Municipal Money Market Shares 8
(RR) Eta 1 Money Market Shares 8
(SS) Eta 2 Tax Free Money Market (now known as the 8
Municipal Money Market Portfolio) Shares
(TT) Eta 3 Government Obligations Money Market 8
Shares
(UU) Eta 4 New York Municipal Money Market Shares 8
(VV) Theta 1 Money Market Shares 8
(WW) Theta 2 Tax-Free Money Market (now known as 8
the Municipal Money Market Portfolio) Shares
(XX) Theta 3 Government Obligations Money Market 8
Shares
(YY) Theta 4 New York Municipal Money Market 8
Shares
(ZZ) BEA International Equity Shares 9
(A1) BEA Strategic Fixed Income (now known as the 9
High Yield Portfolio) Shares
(A2) BEA Emerging Markets Equity Shares 9
(A3) Laffer/Canto Equity Shares 12
(A4) BEA U.S. Core Equity Shares 13
(A5) BEA U.S. Core Fixed Income Shares 13
(A6) BEA Global Fixed Income (now known as the 13
Strategic Global Fixed Income Portfolio)
Shares
(A7) BEA Municipal Bond Fund Shares 13
(A8) BEA Balanced Shares 16
(A9) BEA Short Duration Shares 16
(A10) Warburg Growth & Income Shares 18
(A11) Warburg Balanced Shares 18
(5) (a) Investment Advisory Agreement (Money Market) 3
between Registrant and Provident
Institutional Management Corporation, dated
as of August 16, 1988.
4
<PAGE>
(b) Exhibits: SEE NOTE #
(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.
(t) Investment Advisory Agreement (High Yield 8
Bond) between Registrant and Provident
Institutional Management Corporation dated as
of April 8, 1991.
5
<PAGE>
(b) Exhibits: SEE NOTE #
(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.
6
<PAGE>
(b) Exhibits: SEE NOTE #
(gg) Investment Advisory Agreement (BEA Global 15
Fixed Income Portfolio) between Registrant
and BEA Associates, dated as of October 27,
1993.
(hh) Investment Advisory Agreement (BEA Municipal 15
Bond Fund Portfolio) between Registrant and
BEA Associates, dated as of October 27, 1993.
(ii) Investment Advisory Agreement (Warburg Pincus 14
Growth and Income Fund) between Registrant
and Warburg, Pincus Counsellors, Inc.
(jj) Investment Advisory Agreement (Warburg Pincus 16
Balanced Fund) between Registrant and
Warburg, Pincus Counsellors, Inc.
(kk) Investment Advisory Agreement (BEA Balanced) 16
between Registrant and BEA Associates.
(ll) Investment Advisory Agreement (BEA Short 16
Duration Portfolio) between Registrant and
BEA Associates.
(mm) Investment Advisory Agreement (Warburg Pincus 21
Tax Free Fund) between Registrant and
Warburg, Pincus Counsellors, Inc.
(nn) Investment Advisory Agreement (ni Micro Cap 23
Fund) between Registrant and Numeric
Investors, L.P.
(oo) Investment Advisory Agreement (ni Growth 23
Fund) between Registrant and Numeric
Investors, L.P.
(pp) Investment Advisory Agreement (ni Growth & 23
Value Fund) between Registrant and Numeric
Investors, L.P.
(qq) Investment Advisory Agreement (BEA Global 24
Telecommunications Portfolio) between
Registrant and BEA Associates,
(rr) Investment Advisory Agreement (Boston 26
Partners Large Cap Value Fund) between
Registrant and Boston Partners Asset
Management, L.P.
(6) (r) Distribution Agreement and Supplements 8
(Classes A through Q) between the Registrant
and Counsellors Securities Inc. dated as of
April 10, 1991.
7
<PAGE>
(b) Exhibits: SEE NOTE #
(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.
8
<PAGE>
(b) Exhibits: SEE NOTE #
(ff) Distribution Agreement Supplement (Classes 24
MM, NN, 00, and PP) between Registrant and
Counsellors Securities Inc.
(gg) Distribution Agreement Supplement (Class QQ) 26
between Registrant and Counsellors Securities
Inc.
(hh) Distribution Agreement Supplement (Class RR) 26
between Registrant and Counsellors Securities
Inc.
(ii) Distribution Agreement Supplement (Class SS) 26
between Registrant and Counsellors Securities
Inc.
(7) Fund Office Retirement Profit-Sharing and Trust 7
Agreement, dated as of October 24, 1990.
(8) (a) Custodian Agreement between Registrant and 3
Provident National Bank dated as of
August 16, 1988.
(b) Sub-Custodian Agreement among The Chase 10
Manhattan Bank, N.A., the Registrant and
Provident National Bank, dated as of July 13, 1992,
relating to custody of Registrant's foreign
securities.
(e) Amendment No. 1 to Custodian Agreement dated 9
August 16, 1988.
(f) Agreement between Brown Brothers Harriman & 10
Co. and Registrant on behalf of BEA
International Equity Portfolio, dated
September 18, 1992.
(g) Agreement between Brown Brothers Harriman & 10
Co. and Registrant on behalf of BEA Strategic
Fixed Income Portfolio, dated September 18,
1992.
(h) Agreement between Brown Brothers Harriman & 10
Co. and Registrant on behalf of BEA Emerging
Markets Equity Portfolio, dated September 18,
1992.
(i) Agreement between Brown Brothers Harriman & 15
Co. and Registrant on behalf of BEA Emerging
Markets Equity, BEA International Equity, BEA
Strategic Fixed Income and BEA Global Fixed
Income Portfolios, dated as of November 29,
1993.
9
<PAGE>
(b) Exhibits: SEE NOTE #
(j) Agreement between Brown Brothers Harriman & 15
Co. and Registrant on behalf of BEA U.S. Core
Equity and BEA U.S. Core Fixed Income Portfolios
dated as of November 29, 1993.
(k) Custodian Contract between Registrant and 18
State Street Bank and Trust Company.
(l) Custody Agreement between Registrant and 23
Custodial Trust Company on behalf of ni Micro
Cap Fund, ni Growth Fund and ni Growth & Value Fund
Portfolios of the Registrant.
(m) Custodian Agreement Supplement Between 26
Registrant and PNC Bank, National Association
dated October 16, 1996
(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.
10
<PAGE>
(b) Exhibits: SEE NOTE #
(l) Administration and Accounting Services 8
Agreement between Registrant and Provident
Financial Processing Corporation, relating to
Government Securities Portfolio, dated as of
April 10, 1991.
(m) Administration and Accounting Services 9
Agreement between Registrant and Provident
Financial Processing Corporation, relating to
New York Municipal Money Market Portfolio
dated as of November 5, 1991.
(n) Administration and Accounting Services 9
Agreement between Registrant and Provident
Financial Processing Corporation, relating to
Equity Portfolio dated as of November 5, 1991.
(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.
11
<PAGE>
(b) Exhibits: SEE NOTE #
(u) Administrative Services Agreement between 10
Registrant and Counsellor's Fund Services,
Inc. (BEA Portfolios) dated September 18,
1992.
(v) Administration and Accounting Services 10
Agreement between Registrant and Provident
Financial Processing Corporation, relating to
Tax-Free Money Market Portfolio, dated as of April
21, 1992.
(w) Transfer Agency Agreement Supplement 12
(Laffer/Canto) between Registrant and PFPC
Inc. dated as of July 21, 1993.
(x) Administration and Accounting Services 12
Agreement between Registrant and PFPC Inc.,
relating to Laffer/Canto Equity Fund, dated
July 21, 1993.
(y) Transfer Agency Agreement Supplement (BEA 15
U.S. Core Equity, BEA U.S. Core Fixed Income,
BEA Global Fixed Income and BEA Municipal
Bond Fund Portfolios) between Registrant and
PFPC Inc. dated as October 27, 1993.
(z) Administration and Accounting Services 15
Agreement between Registrant and PFPC Inc.
relating to BEA U.S. Core Equity Portfolio
dated as of October 27, 1993.
(aa) Administration and Accounting Services 15
Agreement between Registrant and PFPC Inc.
(BEA U.S. Core Fixed Income Portfolio) dated
October 27, 1993.
(bb) Administration and Accounting Services 15
Agreement between Registrant and PFPC Inc.
(International Fixed Income Portfolio) dated
October 27, 1993.
(cc) Administration and Accounting Services 15
Agreement between Registrant and PFPC Inc.
(Municipal Bond Fund Portfolio) dated
October 27, 1993.
(dd) Transfer Agency Agreement Supplement (BEA 18
Balanced and Short Duration Portfolios)
between Registrant and PFPC Inc. dated
October 26, 1994.
(ee) Administration and Accounting Services 18
Agreement between Registrant and PFPC Inc.
(BEA Balanced Portfolio) dated October 26, 1994.
12
<PAGE>
(b) Exhibits: SEE NOTE #
(ff) Administration and Accounting Services 18
Agreement between Registrant and PFPC Inc.
(BEA Short Duration Portfolio) dated
October 26, 1994.
(gg) Co-Administration Agreement between 18
Registrant and PFPC Inc. (Warburg Pincus
Growth & Income Fund) dated August 4, 1994.
(hh) Co-Administration Agreement between 18
Registrant and PFPC Inc. (Warburg Pincus
Balanced Fund) dated August 4, 1994.
(ii) Co-Administration Agreement between 18
Registrant and Counsellors Funds Services,
Inc. (Warburg Pincus Growth & Income Fund)
dated August 4, 1994.
(jj) Co-Administration Agreement between 18
Registrant and Counsellors Funds Services,
Inc. (Warburg Pincus Balanced Fund) dated
August 4, 1994.
(kk) Administrative Services Agreement Supplement 18
between Registrant and Counsellors Fund
Services, Inc. (BEA Classes) dated
October 26, 1994.
(ll) Co-Administration Agreement between 21
Registrant and PFPC Inc. (Warburg Pincus Tax
Free Fund) dated March 31, 1995.
(mm) Co-Administration Agreement between 21
Registrant and Counsellors Funds Services,
Inc. (Warburg Pincus Tax-Free Fund) dated
March 31, 1995.
(nn) Transfer Agency and Service Agreement between 21
Registrant and State Street Bank and Trust
Company and PFPC, Inc. dated February 1,
1995.
(oo) Supplement to Transfer Agency and Service 21
Agreement between Registrant, State Street
Bank and Trust Company, Inc. and PPPC dated
April 10, 1995.
(pp) Amended and Restated Credit Agreement dated 22
December 15, 1994.
(qq) Transfer Agency Agreement Supplement (ni 23
Micro Cap Fund, ni Growth Fund and ni Growth
& Value Fund) between Registrant and PFPC,
Inc. dated April 14, 1996.
13
<PAGE>
(b) Exhibits: SEE NOTE #
(rr) Administration and Accounting Services 23
Agreement between Registrant and PFPC, Inc.
(ni Micro Cap Fund) dated April 24, 1996.
(ss) Administration and Accounting Services 23
Agreement between Registrant and PFPC, Inc.
(ni Growth Fund) dated April 24, 1996.
(tt) Administration and Accounting Services 23
Agreement between Registrant and PFPC, Inc.
(ni Growth, & Value Fund) dated April 24,
1996.
(uu) Administrative Services Agreement between 23
Registrant and Counsellors Fund Services,
Inc. (ni Micro Cap Fund, ni Growth Fund and
ni Growth & Value Fund) dated April 24, 1996.
(vv) Administration and Accounting Services 24
Agreement between Registrant and PFPC, Inc.
(BEA Global Telecommunications Portfolio).
(ww) Co-Administration Agreement between 24
Registrant Investor and BEA Associates (BEA
International Equity Investor Portfolio).
(xx) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA
International Equity Advisor Portfolio).
(yy) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA Emerging
Markets Equity Investor Portfolio).
(zz) Co-Administration Agreement between 24
Registrant and BEA Associates (BEA Emerging
Markets Equity Advisor Portfolio).
(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.
14
<PAGE>
(b) Exhibits: SEE NOTE #
(fff) Administration and Accounting Services 26
Supplement between the Registrant and PFPC
Inc. dated October 16, 1996 (Boston Partners
Large Cap Value Fund).
(ggg) Transfer Agency Agreement Supplement between 26
Registrant and PFPC Inc. (Boston Partners
Institutional Class).
(hhh) Transfer Agency Agreement Supplement between 26
Registrant and PFPC Inc. (Boston Partners
Investor Class).
(iii) Transfer Agency Agreement Supplement between 26
Registrant and PFPC Inc. (Boston Partners
Advisor Class).
(10) (a) Incorporated by reference herein to
Registrant's 24f-2 Notice for the fiscal year
ended August 31, 1996 filed on October 28,
1996. Opinion of Counsel.
(11) (a) Consent of Counsel.
(b) Consent of Independent Accountants.
(12) None.
(13) (a) Subscription Agreement (relating to Classes A 2
through N).
(b) Subscription Agreement between Registrant and 7
Planco Financial Services, Inc., relating to
Classes O and P.
(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).
15
<PAGE>
(b) Exhibits: SEE NOTE #
(h) Purchase Agreement between Registrant and 21
Counsellors Securities Inc. relating to Class
EE (Warburg Pincus Balanced Fund Series 2).
(i) Purchase Agreement between Registrant and 23
Numeric Investors, L.P. relating to Class FF
(ni Micro Cap Fund).
(j) Purchase Agreement between Registrant and 23
Numeric Investors, L.P. relating to Class GG
(ni Growth Fund).
(k) Purchase Agreement between Registrant and 23
Numeric Investors, L.P. relating to Class HH
(ni Growth & Value Fund).
(l) Subscription Agreement between Registrant and 24
Counsellors Securities, Inc. relating to
Classes II through PP.
(14) None.
(15) (a) Plan of Distribution (Sansom Street Money 3
Market).
(b) Plan of Distribution (Sansom Street Tax-Free 3
Money Market).
(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).
16
<PAGE>
(b) Exhibits: SEE NOTE #
(o) Plan of Distribution (Bedford New York 7
Municipal Money).
(p) Plan of Distribution (SafeGuard Government 7
Securities).
(q) Plan of Distribution (Income Opportunities 7
High Yield).
(r) Amendment No. 1 to Plans of Distribution 8
(Classes A through Q).
(s) Plan of Distribution (Bradford Tax-Free Money 9
Market).
(t) Plan of Distribution (Bradford Government 9
Obligations Money Market).
(u) Plan of Distribution (Alpha (now known as 9
Janney) Money Market).
(v) Plan of Distribution (Alpha (now known as 9
Janney) Tax-Free Money Market (now known as
the Municipal Money Market)).
(w) Plan of Distribution (Alpha (now known as 9
Janney) Government Obligations Money Market).
(x) Plan of Distribution (Alpha (now known as 9
Janney) New York Municipal Money Market).
(y) Plan of Distribution (Beta Money Market). 9
(z) Plan of Distribution (Beta Tax-Free Money 9
Market).
(aa) Plan of Distribution (Beta Government 9
Obligations Money Market).
(bb) Plan of Distribution (Beta New York Money 9
Market).
(cc) Plan of Distribution (Gamma Money Market). 9
(dd) Plan of Distribution (Gamma Tax-Free Money 9
Market).
(ee) Plan of Distribution (Gamma Government 9
Obligations Money Market).
(ff) Plan of Distribution (Gamma New York 9
Municipal Money Market).
(gg) Plan of Distribution (Delta Money Market). 9
(hh) Plan of Distribution (Delta Tax-Free Money 9
Market).
17
<PAGE>
(b) Exhibits: SEE NOTE #
(ii) Plan of Distribution (Delta Government 9
Obligations Money Market).
(jj) Plan of Distribution (Delta New York 9
Municipal Money Market).
(kk) Plan of Distribution (Epsilon Money Market). 9
(ll) Plan of Distribution (Epsilon Tax-Free Money 9
Market).
(mm) Plan of Distribution (Epsilon Government 9
Municipal Money Market).
(nn) Plan of Distribution (Epsilon New York 9
Municipal Money Market).
(oo) Plan of Distribution (Zeta Money Market). 9
(pp) Plan of Distribution (Zeta Tax-Free Money 9
Market).
(qq) Plan of Distribution (Zeta Government 9
Obligations Money Market).
(rr) Plan of Distribution (Zeta New York Municipal 9
Money Market).
(ss) Plan of Distribution (Eta Money Market). 9
(tt) Plan of Distribution (Eta Tax-Free Money 9
Market).
(uu) Plan of Distribution (Eta Government 9
Obligations Money Market).
(vv) Plan at Distribution (Eta New York Municipal 9
Money Market).
(ww) Plan of Distribution (Theta Money Market). 9
(xx) Plan of Distribution (Theta Tax-Free Money 9
Market).
(yy) Plan of Distribution (Theta Government 9
Obligations Money Market).
(zz) Plan of Distribution (Theta New York 9
Municipal Money Market).
(aaa) Plan at Distribution (Laffer Equity). 12
(bbb) Plan Distribution (Warburg Pincus Growth & 18
Income Series 2).
(ccc) Plan of Distribution (Warburg Pincus Balanced 18
Series 2).
18
<PAGE>
(b) Exhibits: SEE NOTE #
(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 26
Cap Value Fund Investor Class)
(nnn) Plan of Distribution (Boston Partners Large 26
Cap Value Fund Advisor Class)
(16) Schedule of computation of Performance 3
Quotations.
(17) Financial Data Schedules: None.
(18) Rule 18f-3 Plan. 21
NOTE #
- ------
1 Incorporated herein by reference to the same exhibit number of
Registrant's Registration Statement (No. 33-20827) filed on March 24,
1988.
2 Incorporated herein by reference to the same exhibit number of Pre-
Effective Amendment No. 2 to Registrant's Registration Statement (No.
33-20827) filed on July 12, 1988.
3 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 1 to Registrant's Registration Statement (No.
33-20827) filed on March 23, 1989.
19
<PAGE>
4 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 2 to Registrant's Registration Statement (No.
33-20827) filed on October 25, 1989.
5 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 3 to the Registrant's Registration Statement
(No. 33-20827) filed on April 27, 1990.
6 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 4 to the Registrant's Registration Statement
(No. 33-20827) filed on May 1, 1990.
7 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 5 to the Registrant's Registration Statement
(No. 33-20827) filed on December 14, 1990.
8 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 6 to the Registrant's Registration Statement
(No. 33-20827) filed on October 24, 1991.
9 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 7 to the Registrant's Registration Statement
(No. 33-20827) filed on July 15, 1992.
10 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 8 to the Registrant's Registration Statement
(No. 33-20827) filed on October 22, 1992.
11 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 9 to the Registrant's Registration Statement
(No. 33-20827) filed on December 16, 1992.
12 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 11 to the Registrant's Registration Statement
(No. 33-20827) filed on June 21, 1993.
13 Incorporated herein by reference to the same exhibit number Post-
Effective Amendment No. 12 to the Registrant's Registration Statement
(No. 33-20827) filed on July 27, 1993.
14 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 13 to the Registrant's Registration Statement
(No. 33-20827) filed on October 29, 1993.
15 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 14 to the Registrant's Registration Statement
(No. 33-20827) filed on December 21, 1993.
16 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 19 to the Registrant's Registration Statement
(No. 33-20827) filed on October 14, 1994.
17 Incorporated herein by reference to the same exhibit number of Post-
Effective Amendment No. 20 to the Registrant's Registration Statement
(No. 33-20827) filed on October 21, 1994.
20
<PAGE>
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.
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 February 27, 1997.
TITLE OF CLASS OF COMMON STOCK NUMBER OF RECORD HOLDERS
- ------------------------------ ------------------------
a) RBB Money Market 0
b) RBB Municipal Money Market 0
c) Cash Preservation Money Market 43
d) Cash Preservation Municipal Money Market 62
e) Sansom Street Money Market 3
f) Sansom Street Municipal Money Market 0
g) Sansom Street Government Obligations Money Market 0
h) Bedford Money Market 107,506
i) Bedford Municipal Money Market 4,281
j) Bedford Government Obligations Money Market 3,432
k) Bedford New York Municipal Money Market 3,051
21
<PAGE>
l) RBB Government Securities 580
m) Bradford Municipal Money Market 1
n) Bradford Government Obligations Money Market 1
o) BEA International Equity - Institutional Class 292
p) BEA International Equity - Investor Class 3
q) BEA International Equity - Advisor Class 7
r) BEA High Yield - Institutional Class 97
s) BEA High Yield - Investor Class 3
t) BEA High Yield - Advisor Class 8
u) BEA Emerging Markets Equity - Institutional Class 59
v) BEA Emerging Markets Equity - Investor Class 3
w) BEA Emerging Markets Equity - Advisor Class 7
x) BEA U.S. Core Equity 97
y) BEA U.S. Core Fixed Income 60
z) BEA U.S. Strategic Fixed Income 23
aa) BEA Municipal Bond Fund 42
bb) BEA Short Duration 0
cc) BEA Balanced 0
dd) BEA Global Telecommunications - Investor Class 3
ee) BEA Global Telecommunications - Advisor Class 21
ff) Janney Montgomery Scott 1
Money Market
gg) Janney Montgomery Scott 1
Municipal Money Market
hh) Janney Montgomery Scott 1
Government Obligations Money Market
ii) Janney Montgomery Scott 1
New York Municipal Money Market
jj) ni Micro Cap 1,686
kk) ni Growth 200
ll) ni Growth & Value 1,188
mm) Boston Partners Large Cap Value Fund - Institutional Class 8
nn) Boston Partners Large Cap Value Fund - Investor Class 6
oo) Boston Partners Large Cap Value Fund - Advisor Class 0
Item 27. INDEMNIFICATION
Sections 1, 2, 3 and 4 of Article VIII of Registrant's Articles of
Incorporation, as amended, incorporated herein by reference as Exhibits 1(a) and
1(c), provide as follows:
Section 1. To the fullest extent that limitations on the liability of
directors and officers are permitted by the Maryland General Corporation Law, no
director or officer of the Corporation shall have any liability to the
Corporation or its shareholders for damages. This limitation on liability
applies to events occurring at the time a person serves as a director or officer
of the Corporation whether or not such person is a director or officer at the
time of any proceeding in which liability is asserted.
Section 2. The Corporation shall indemnify and advance expenses to its
currently acting and its former directors to the fullest extent that
indemnification of directors is permitted by the Maryland General
Corporation Law. The Corporation shall indemnify and advance expenses
22
<PAGE>
to its officers to the same extent as its directors and to such further
extent as is consistent with law. The Board of Directors may by-law,
resolution or agreement make further provision for indemnification of
directors, officers, employees and agents to the fullest extent permitted
by the Maryland General Corporation law.
Section 3. No provision of this Article shall be effective to protect
or purport to protect any director or officer of the Corporation against
any liability to the Corporation or its security holders to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
his office.
Section 4. References to the Maryland General Corporation Law in this
Article are to the law as from time to time amended. No further amendment
to the Articles of Incorporation of the Corporation shall decrease, but may
expand, any right of any person under this Article based on any event,
omission or proceeding prior to such amendment.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Information as to any other business, profession, vocation or employment of
substantial nature in which any directors and officers of PIMC, BEA, Numeric and
Boston Partners are, or at any time during the past two (2) years have been,
engaged for their own accounts or in the capacity of director, officer,
employee, partner or trustee is incorporated herein by reference to Schedules A
and D of PIMC's FORM ADV (File No. 801-13304) filed on March 28, 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.
23
<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)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
24
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
POSITION WITH OTHER BUSINESS TYPE OF
PIMC NAME CONNECTIONS BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Director Investment
Provident Capital Management Advisory
Inc. (5)
- ------------------------------------------------------------------------------------------------------------------------------------
Executive Vice President Banking
PNC Bank Corp. (14) Holding
Company
- ------------------------------------------------------------------------------------------------------------------------------------
Director Banking
PNC Bank, New Jersey
National Association (16)
- ------------------------------------------------------------------------------------------------------------------------------------
Director Financial-
PFPC Inc. (3) Related
Services
- ------------------------------------------------------------------------------------------------------------------------------------
Chairman, Director & CEO
PNC Asset Management Group, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Director Mutual Fund
Compass Capital Group, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Director Investment
BlackRock Financial Advisory
Management, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Director Investment
PNC Equity Advisors Co. Advisory
- ------------------------------------------------------------------------------------------------------------------------------------
Director Banking
PNC Bank, New England
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
POSITION WITH OTHER BUSINESS TYPE OF
PIMC NAME CONNECTIONS BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PNC Bank, New Jersey,
National Association (16)
- ------------------------------------------------------------------------------------------------------------------------------------
Director, Chairman and CEO Banking
PNC National Bank (2)
- ------------------------------------------------------------------------------------------------------------------------------------
Chairman & Director Leasing
PNC Credit Corp. (13)
- ------------------------------------------------------------------------------------------------------------------------------------
Director and Nicholas M. Marsini, Senior Vice President Banking
Chief Jr. PNC Bank, National Association(1)
Financial
Officer
- ------------------------------------------------------------------------------------------------------------------------------------
Director Financial-
PFPC Inc. (3) Related
Services
- ------------------------------------------------------------------------------------------------------------------------------------
Senior Vice President Banking
and Chief Financial Officer
PNC Bank, Delaware(20)
- ------------------------------------------------------------------------------------------------------------------------------------
Director, Vice President and Banking
Treasurer
PNC National Bank(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Director Banking
PNC Bank, New Jersey
National Association(16)
- ------------------------------------------------------------------------------------------------------------------------------------
Director Fiduciary
PNC Trust Company of New York(11) Activities
- ------------------------------------------------------------------------------------------------------------------------------------
Director and Treasurer Holding
PNC Bancorp, Inc. (9) Company
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
POSITION WITH OTHER BUSINESS TYPE OF
PIMC NAME CONNECTIONS BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Secretary Financial-
PFPC Inc.(3) Related
Services
- ------------------------------------------------------------------------------------------------------------------------------------
Senior Vice Vincent J. Ciavardini President, Chief Financial-
President Financial Officer Related
and Director Services
PFPC Inc.(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Director
PNC Asset Management Group, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Director & President Financial-
PFPC International Ltd. Related
Services
- ------------------------------------------------------------------------------------------------------------------------------------
Director Financial-
PFPC International (Cayman) Ltd. Related
Services
- ------------------------------------------------------------------------------------------------------------------------------------
Director
International Dollar Reserve
Fund, Ltd.
- ------------------------------------------------------------------------------------------------------------------------------------
Senior Vice John N. Parthemore None.
President
- ------------------------------------------------------------------------------------------------------------------------------------
Vice Stephen M. Wynne Executive Vice President and Financial-
President, Chief Accounting Officer Related
Chief PFPC Inc. (3) Services
Accounting
Officer and
Assistant
Secretary
- ------------------------------------------------------------------------------------------------------------------------------------
Director Financial-
PFPC Trustee & Custodial Related
Services, Ltd. Services
- ------------------------------------------------------------------------------------------------------------------------------------
Director Financial-
PFPC International (Cayman) Ltd. Related
Services
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
POSITION WITH OTHER BUSINESS TYPE OF
PIMC NAME CONNECTIONS BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Vice Mary J. Coldren None.
President
- ------------------------------------------------------------------------------------------------------------------------------------
Vice Michele C. Dillon None.
President
- ------------------------------------------------------------------------------------------------------------------------------------
Vice Patrick J. Ford None.
President
- ------------------------------------------------------------------------------------------------------------------------------------
Vice Richard Hoerner None.
President
- ------------------------------------------------------------------------------------------------------------------------------------
Vice Michael S. Hutchinson None.
President
- ------------------------------------------------------------------------------------------------------------------------------------
Vice Michael J. Milligan None.
President
- ------------------------------------------------------------------------------------------------------------------------------------
Vice G. Keith Robertshaw None.
President
- ------------------------------------------------------------------------------------------------------------------------------------
Vice William F. Walsh None.
President
- ------------------------------------------------------------------------------------------------------------------------------------
Vice Karen J. Walters None.
President
====================================================================================================================================
<FN>
- -----------------
*Information regarding these corporations can be obtained from the office of the
Secretary.
</FN>
</TABLE>
PNC BANK, NATIONAL ASSOCIATION
DIRECTORS
<TABLE>
<CAPTION>
====================================================================================================================================
POSITION WITH
PNC BANK NAME OTHER BUSINESS CONNECTIONS TYPE OF BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Director B.R. Brown President and C.E.O. of Coal
Consol, Inc.
Consol Plaza
Pittsburgh, PA 15241
- ------------------------------------------------------------------------------------------------------------------------------------
Director Constance E. Clayton Associate Dean, School of Medical
Health & Professor of
Pediatrics
Medical College of PA
Hanemann University
430 East Sedgwick St.
Philadelphia, PA 19119
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Director Eberhard Faber IV Chairman and C.E.O. Manufacturing
E.F.L., Inc.
450 Hedge Road
P.O. Box 49
Bearcreek, PA 18602
- ------------------------------------------------------------------------------------------------------------------------------------
Director Dr. Stuart Heydt President and C.E.O. Medical
Geisinger Foundation
100 N. Academy Avenue
Danville, PA 17822
- ------------------------------------------------------------------------------------------------------------------------------------
Director Edward P. Junker, III Vice Chairman Banking
PNC Bank, N.A.
Ninth and State Streets
Erie, PA 16553
- ------------------------------------------------------------------------------------------------------------------------------------
Director Thomas A. McConomy President, C.E.O. and Manufacturing
Chairman, Calgon Carbon
Corporation
413 Woodland Road
Sewickley, PA 15143
- ------------------------------------------------------------------------------------------------------------------------------------
Director Thomas H. O'Brien Chairman Banking
PNC Bank, National
Association
One PNC Plaza,
30th Floor
Pittsburgh, PA 15265
- ------------------------------------------------------------------------------------------------------------------------------------
Director Dr. J. Dennis O'Connor Provost, The Smithsonian Education
Institution
1000 Jefferson Drive, S.W.
Room 230, MRC 009
Washington, DC 20560
- ------------------------------------------------------------------------------------------------------------------------------------
Director Rocco A. Ortenzio Chairman and C.E.O. Medical
Continental Medical
Systems, Inc.
P.O. Box 715
Mechanicsburg, PA 17055
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Director Daniel M. Rooney President, Pittsburgh Football
Steelers
Football Club of the
National Football League
300 Stadium Circle
Pittsburgh, PA 15212
- ------------------------------------------------------------------------------------------------------------------------------------
Director Seth E. Schofield Chairman, President and Airline
C.E.O.
USAir Group, Inc. and
USAir, Inc.
2345 Crystal Drive
Arlington, VA 22227
====================================================================================================================================
</TABLE>
================================================================================
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
- --------------------------------------------------------------------------------
John E. Alden Senior Vice President
- --------------------------------------------------------------------------------
James C. Altman Senior Vice President
- --------------------------------------------------------------------------------
Lila M. Bachelier Senior Vice President
- --------------------------------------------------------------------------------
R. Perrin Baker Chief Market Counsel, Northwest PA
- --------------------------------------------------------------------------------
James R. Bartholomew Senior Vice President
- --------------------------------------------------------------------------------
Peter R. Begg Senior Vice President
- --------------------------------------------------------------------------------
Donald G. Berdine Senior Vice President
- --------------------------------------------------------------------------------
Ben Berzin, Jr. Senior Vice President
- --------------------------------------------------------------------------------
James H. Best Senior Vice President
- --------------------------------------------------------------------------------
Eva T. Blum Senior Vice President
- --------------------------------------------------------------------------------
Susan B. Bohn Senior Vice President
- --------------------------------------------------------------------------------
George Brikis Executive Vice President
- --------------------------------------------------------------------------------
Michael Brundage Senior Vice President
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
30
<PAGE>
================================================================================
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
- --------------------------------------------------------------------------------
Sharon Coghlan Coordinating Market Chief Counsel, Philadelphia
- --------------------------------------------------------------------------------
John F. Calligan Senior Vice President
- --------------------------------------------------------------------------------
James P. Conley Senior Vice President
- --------------------------------------------------------------------------------
C. David Cook Senior Vice President
- --------------------------------------------------------------------------------
Alfred F. Cordasco Supervising Counsel, Pittsburgh, PA
- --------------------------------------------------------------------------------
Robert Crouse Senior Vice President
- --------------------------------------------------------------------------------
Peter M. Crowley Senior Vice President
- --------------------------------------------------------------------------------
Keith P. Crytzer Senior Vice President
- --------------------------------------------------------------------------------
John J. Daggett Senior Vice President
- --------------------------------------------------------------------------------
Peter J. Donchak Senior Vice President
- --------------------------------------------------------------------------------
Anuj Dhanda Senior Vice President
- --------------------------------------------------------------------------------
Victor M. DiBattista Chief Regional Counsel
- --------------------------------------------------------------------------------
Frank H. Dilenschneider Senior Vice President
- --------------------------------------------------------------------------------
Thomas C. Dilworth Senior Vice President
- --------------------------------------------------------------------------------
Alfred J. DiMatteis Senior Vice President
- --------------------------------------------------------------------------------
James Dionise Senior Vice President and C.F.O.
- --------------------------------------------------------------------------------
Patrick S. Doran Vice President, Head of Consumer Lending
- --------------------------------------------------------------------------------
Robert D. Edwards Senior Vice President
- --------------------------------------------------------------------------------
David J. Egan Senior Vice President
- --------------------------------------------------------------------------------
J. Lynn Evans Senior Vice President & Controller
- --------------------------------------------------------------------------------
William E. Fallon Senior Vice President
- --------------------------------------------------------------------------------
James M. Ferguson, III Senior Vice President
- --------------------------------------------------------------------------------
Charles J. Ferrero Senior Vice President
- --------------------------------------------------------------------------------
Frederick C. Frank, III Executive Vice President
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
31
<PAGE>
================================================================================
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
- --------------------------------------------------------------------------------
Michael J. Hannon Senior Vice President
- --------------------------------------------------------------------------------
Stephen G. Hardy Senior Vice President
- --------------------------------------------------------------------------------
Michael J. Harrington Senior Vice President
- --------------------------------------------------------------------------------
Marva H. Harris Senior Vice President
- --------------------------------------------------------------------------------
Maurice H. Hartigan, II Executive Vice President
- --------------------------------------------------------------------------------
G. Thomas Hewes Senior Vice President
- --------------------------------------------------------------------------------
Sylvan M. Holzer Senior Vice President
- --------------------------------------------------------------------------------
Bruce C. Iacobucci Senior Vice President
- --------------------------------------------------------------------------------
John M. Infield Senior Vice President
- --------------------------------------------------------------------------------
Philip C. Jackson Senior Vice President
- --------------------------------------------------------------------------------
William J. Johns Controller
- --------------------------------------------------------------------------------
William R. Johnson Audit Director
- --------------------------------------------------------------------------------
Edward P. Junker, III Vice Chairman
- --------------------------------------------------------------------------------
Robert D. Kane Senior Vice President
- --------------------------------------------------------------------------------
Michael D. Kelsey Chief Compliance Counsel
- --------------------------------------------------------------------------------
Jack Kelly Senior Vice President
- --------------------------------------------------------------------------------
Geoffrey R. Kimmel Senior Vice President
- --------------------------------------------------------------------------------
Randall C. King Senior Vice President
- --------------------------------------------------------------------------------
Christopher M. Knoll Senior Vice President
- --------------------------------------------------------------------------------
Richard C. Krauss Senior Vice President
- --------------------------------------------------------------------------------
Frank R. Krepp Senior Vice President & Chief Credit
Policy Officer
- --------------------------------------------------------------------------------
Kenneth P. Leckey Senior Vice President
- --------------------------------------------------------------------------------
Marilyn R. Levins Senior Vice President
- --------------------------------------------------------------------------------
Carl J. Lisman Executive Vice President
- --------------------------------------------------------------------------------
George Lula Senior Vice President
- --------------------------------------------------------------------------------
Jane E. Madio Senior Vice President
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
32
<PAGE>
================================================================================
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
- --------------------------------------------------------------------------------
Charlotte B. McLaughlin Senior Vice President
- --------------------------------------------------------------------------------
James C. Mendelson Senior Vice President
- --------------------------------------------------------------------------------
James W. Meighen Senior Vice President
- --------------------------------------------------------------------------------
Scott C. Meves Senior Vice President
- --------------------------------------------------------------------------------
Ralph S. Michael, III Executive Vice President
- --------------------------------------------------------------------------------
J. William Mills Senior Vice President
- --------------------------------------------------------------------------------
Barbara A. Misner Senior Vice President
- --------------------------------------------------------------------------------
Marlene D. Mosco Senior Vice President
- --------------------------------------------------------------------------------
Scott Moss Senior Vice President
- --------------------------------------------------------------------------------
Peter F. Moylan Senior Vice President
- --------------------------------------------------------------------------------
Michael B. Nelson Executive Vice President
- --------------------------------------------------------------------------------
Thomas J. Nist Senior Vice President
- --------------------------------------------------------------------------------
Thomas H. O'Brien Chairman
- --------------------------------------------------------------------------------
James F. O'Day Senior Vice President
- --------------------------------------------------------------------------------
Cynthia G. Osofsky Senior Vice President
- --------------------------------------------------------------------------------
Thomas E. Paisley, III Senior Vice President
- --------------------------------------------------------------------------------
Barbara Z. Parker Executive Vice President
- --------------------------------------------------------------------------------
George R. Partridge Senior Vice President
- --------------------------------------------------------------------------------
Daniel J. Panlick Senior Vice President
- --------------------------------------------------------------------------------
David M. Payne Senior Vice President
- --------------------------------------------------------------------------------
Charles C. Pearson, Jr. President and CEO, PNC Bank, Central PA
- --------------------------------------------------------------------------------
Helen P. Pudlin Senior Vice President
- --------------------------------------------------------------------------------
Edward V. Randall, Jr. President and CEO, PNC Bank, Pittsburgh
- --------------------------------------------------------------------------------
Arthur F. Rodman, III Senior Vice President
- --------------------------------------------------------------------------------
Richard C. Rhoades Senior Vice President
- --------------------------------------------------------------------------------
Bryan W. Ridley Senior Vice President
- --------------------------------------------------------------------------------
James E. Rohr President and Chief Executive Officer
- --------------------------------------------------------------------------------
Gary Royer Senior Vice President
- --------------------------------------------------------------------------------
Robert T. Saltarelli Senior Vice President
- --------------------------------------------------------------------------------
Robert V. Sammartino Senior Vice President
- --------------------------------------------------------------------------------
William Sayre, Jr. Senior Vice President
- --------------------------------------------------------------------------------
33
<PAGE>
================================================================================
PNC BANK, NATIONAL ASSOCIATION
OFFICERS
- --------------------------------------------------------------------------------
Alfred J. Schiavetti Senior Vice President
- --------------------------------------------------------------------------------
David W. Schoffstall Executive Vice President
- --------------------------------------------------------------------------------
Seymour Schwartzberg Senior Vice President
- --------------------------------------------------------------------------------
Timothy G. Shack Senior Vice President
- --------------------------------------------------------------------------------
Douglas E. Shaffer Senior Vice President
- --------------------------------------------------------------------------------
Alfred A. Silva Senior Vice President
- --------------------------------------------------------------------------------
George R. Simon Senior Vice President
- --------------------------------------------------------------------------------
Richard L. Smoot President and CEO of PNC Bank, Philadelphia
- --------------------------------------------------------------------------------
Timothy N. Smyth Senior Vice President
- --------------------------------------------------------------------------------
Kenneth S. Spatz Senior Vice President
- --------------------------------------------------------------------------------
Darcel H. Steber Senior Vice President
- --------------------------------------------------------------------------------
William F. Strome Senior Vice President and Secretary
- --------------------------------------------------------------------------------
Robert L. Tassome Senior Vice President
- --------------------------------------------------------------------------------
Jane B. Tompkins Senior Vice President
- --------------------------------------------------------------------------------
Robert B. Trempe Senior Vice President
- --------------------------------------------------------------------------------
Kevin M. Tucker Senior Vice President
- --------------------------------------------------------------------------------
Alan P. Vail Senior Vice President
- --------------------------------------------------------------------------------
Frank T. VanGrofski Executive Vice President
- --------------------------------------------------------------------------------
Ronald H. Vicari Senior Vice President
- --------------------------------------------------------------------------------
William A. Wagner Senior Vice President
- --------------------------------------------------------------------------------
Patrick M. Wallace Senior Vice President
- --------------------------------------------------------------------------------
Annette M. Ward-Kredel Senior Vice President
- --------------------------------------------------------------------------------
Robert S. Wrath Senior Vice President
- --------------------------------------------------------------------------------
Arlene M. Yocum Senior Vice President
- --------------------------------------------------------------------------------
Carole Yon Senior Vice President
- --------------------------------------------------------------------------------
George L. Ziminski, Jr. Senior Vice President
================================================================================
34
<PAGE>
PNC ASSET MANAGEMENT GROUP
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
====================================================================================================================================
TYPE OF
POSITION WITH PAMG NAME OTHER BUSINESS CONNECTIONS BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Chairman, Director 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.
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
35
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
TYPE OF
POSITION WITH PAMG NAME OTHER BUSINESS CONNECTIONS BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Assistant Thomas R. Moore Secretary Financial
Secretary PNC International Investment Related
Corporation Services
- ------------------------------------------------------------------------------------------------------------------------------------
Vice President and Secretary
Pinaco, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Vice President and Secretary PNC
Mortgage Bank, N.A.
- ------------------------------------------------------------------------------------------------------------------------------------
Secretary and Treasurer
PNC Brokerage Corp.
- ------------------------------------------------------------------------------------------------------------------------------------
Vice President Real Estate
Provcor Properties, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Vice President
Provident Realty Mgmt., Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Director Vincent J. President, CFO and Director PFPC Financial
Ciavardini Inc.(3) Related
Services
- ------------------------------------------------------------------------------------------------------------------------------------
Senior Vice President
PNC Institutional Management
Corp.
- ------------------------------------------------------------------------------------------------------------------------------------
Director Financial
PFPC International Ltd. Related
Services
- ------------------------------------------------------------------------------------------------------------------------------------
Director PFPC International Financial
(Cayman) Ltd. Related
Services
- ------------------------------------------------------------------------------------------------------------------------------------
Director J. Richard Executive Vice President Banking
Carnall PNC Bank, National
Association(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Director Banking
PNC National Bank(2)
- ------------------------------------------------------------------------------------------------------------------------------------
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)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
36
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
TYPE OF
POSITION WITH PAMG NAME OTHER BUSINESS CONNECTIONS BUSINESS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Chairman and Director Financial
PNC Institutional Management Related
Corp. Services
- ------------------------------------------------------------------------------------------------------------------------------------
Director
PFPC International Ltd.
- ------------------------------------------------------------------------------------------------------------------------------------
Director Financial
PFPC International (Cayman) Ltd. Related
Services
- ------------------------------------------------------------------------------------------------------------------------------------
Director Investment
Advanced Investment Management Advisory
- ------------------------------------------------------------------------------------------------------------------------------------
Chairman Mutual Fund
International Dollar Reserve
Fund, Ltd.
- ------------------------------------------------------------------------------------------------------------------------------------
Chief Equity Young D. Chin Chairman, President, CEO, Chief Investment
Officer Investment Officer and Director Advisory
Provident Capital Management
Inc.(5)
- ------------------------------------------------------------------------------------------------------------------------------------
Chairman
PNC Equity Advisors Company
- ------------------------------------------------------------------------------------------------------------------------------------
Director
CastleRock Capital Management
- ------------------------------------------------------------------------------------------------------------------------------------
Director Ralph L. President
Schlosstein BlackRock Financial
Management, Inc.
====================================================================================================================================
</TABLE>
(1) PNC Bank, National Association, 120 S. 17th Street, Philadelphia, PA
19103 Broad and Chestnut Streets, Philadelphia, PA 19101, 17th and
Chestnut Streets, Philadelphia, PA 19103
(2) PNC National Bank, 103 Bellevue Parkway, Wilmington, DE 19809.
(3) PFPC Inc., 103 Bellevue Parkway, Wilmington, DE 19809.
(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.
37
<PAGE>
(10) PNC New Jersey Credit Corp, 1415 Route 70 East, Suite 604, Cherry Hill,
NJ 08034.
(11) PNC Trust Company of New York, 40 Broad Street, New York, NY 10084.
(12) Provcor Properties, Inc., Broad and Chestnut Streets, Philadelphia, PA
19101.
(13) PNC Credit Corp, 103 Bellevue Parkway, Wilmington, DE 19809.
(14) PNC Bank Corp., 5th Avenue and Wood Streets, Pittsburgh, PA 15265.
(16) PNC Bank, New Jersey, National Association, Woodland Falls Corporate Park,
210 Lake Drive East, Cherry Hill, NJ 08002.
(17) PNC Capital Corp, 5th Avenue and Woods Streets, Pittsburgh, PA 15265.
(18) PNC Holding Corp, 222 Delaware Avenue, P.O. Box 791, Wilmington,
DE 19899.
(19) PNC Venture Corp, 5th Avenue and Woods Streets, Pittsburgh, PA 15265.
(20) PNC Bank, Delaware, 300 Delaware Avenue, Wilmington, DE 19801.
(21) Bank of Delaware Corp., 300 Delaware Avenue, Wilmington, DE 19801.
(22) Del-Vest, Inc., 300 Delaware Avenue, Wilmington, DE 19801.
(23) Marand Corp., 222 Delaware Avenue, Wilmington, DE 19801.
(24) Millsboro Insurance Agency, 300 Delaware Avenue, Wilmington, DE 19801.
(25) Roney-Richards, Inc., 300 Delaware Avenue, Wilmington, DE 19801.
Item 29. PRINCIPAL UNDERWRITER
(a) Counsellors Securities Inc. (the "Distributor") acts as
distributor for the following investment companies:
Warburg Pincus Cash Reserve Fund
Warburg Pincus New York Tax Exempt Fund
Warburg Pincus New York Intermediate Municipal Bond Fund
Warburg Pincus Intermediate Maturity Government Fund
Warburg Pincus Fixed Income Fund
Warburg Pincus Global Fixed Income Fund
Warburg Pincus Capital Appreciation Fund
Warburg Pincus Emerging Growth Fund
Warburg Pincus International Equity Fund
Warburg Pincus Japan OTC Fund
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
38
<PAGE>
Warburg Pincus Small Company Value Fund
Warburg Pincus Strategic Value Fund
Warburg Pincus Trust
Warburg Pincus Trust II
x
The Distributor acts as a principal underwriter, depositor or investment adviser
for the following investment companies: None other than Registrant and companies
listed above.
(b) The information required by this item 29(b) is incorporated by
reference to Form BD (SEC File No. 15-654) filed by Distributor with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended.
(c) Information as to commissions and other compensation received by
the principal underwriter from the Registrant is set forth below.
================================================================================
NET COMPENSATION
NAME OF UNDERWRITING ON REDEMPTION
PRINCIPAL DISCOUNTS AND AND BROKERAGE OTHER
UNDERWRITER COMMISSIONS REPURCHASE COMMISSIONS COMPENSATION
- --------------------------------------------------------------------------------
Counsellors $ 0 $ 0 $ 0 $17,199,881
Securities
Inc.
================================================================================
The amounts reported above in the "Other Compensation" column are 12b-1
fees paid by the Registrant to the Registrant's distributor during fiscal year
1996 on behalf of all of the Registrant's funds that have 12b-1 Plans. A
description of the services performed by the distributor in connection with
these fees is contained in Registrant's prospectuses relating to these funds.
Item 30. LOCATION OF ACCOUNTS AND RECORDS
(1) PNC Bank, National Association (successor by merger to
Provident National Bank), 1600 Market Street, Philadelphia, PA
19103 (records relating to its functions as sub-adviser and
custodian).
(2) Counsellors Securities Inc., 466 Lexington Avenue, New York,
New York 10017 (records relating to its functions as
distributor).
(3) PNC Institutional Management Corporation (formerly Provident
Institutional Management Corporation), Bellevue Corporate
Center, 103 Bellevue Parkway, Wilmington, Delaware 19809
(records relating to its functions as investment adviser,
sub-adviser and administrator).
(4) PFPC Inc. (formerly Provident Financial Processing Corporation),
Bellevue Corporate Center, 400 Bellevue Parkway, Wilmington,
Delaware 19809 (records relating to its functions as transfer
agent and dividend disbursing agent).
(5) Drinker Biddle & Reath, Philadelphia National Bank Building, 1345
Chestnut Street, Philadelphia, Pennsylvania 19107-3496
39
<PAGE>
(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 unaudited financial statements for the RBB
Boston Partners Mid Cap Value Fund (Investor Class and
Institutional Class) which need not be certified, within four
to six months from the effective date of this Post-Effective
Amendment No. 42 to Registrant's Registration Statement.
40
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment 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 March 18, 1997.
THE RBB FUND, INC.
By: /S/EDWARD J. ROACH
Edward J. Roach
President and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to Registrant's Registration Statement has been signed below
by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
/S/EDWARD J. ROACH President (Principal) March 18, 1997
- ---------------------- Executive Officer) and
Edward J. Roach Treasurer (Principal
Financial and Accounting
Officer)
/S/DONALD VAN RODEN Director March 18, 1997
- ---------------------
Donald van Roden
/S/FRANCIS J. MCKAY Director March 18, 1997
- ----------------------
Francis J. McKay
/S/MARVIN E. STERNBERG Director March 18, 1997
- ----------------------
Marvin E. Sternberg
/S/JULIAN A. BRODSKY Director March 18, 1997
- ----------------------
Julian A. Brodsky
/S/ARNOLD M. REICHMAN Director March 18, 1997
- ----------------------
Arnold M. Reichman
/S/ROBERT SABLOWSKY Director March 18, 1997
- ----------------------
Robert Sablowsky
41
<PAGE>
THE RBB FUND, INC.
EXHIBIT INDEX
-------------
EXHIBITS
--------
(11)(a) Consent of Drinker Biddle & Reath.
(11)(b) Consent of Independent Accountants.
EXHIBIT (11)(A)
Law Offices
DRINKER BIDDLE & REATH
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
Telephone: (215) 988-2700
Telex: 834684
Fax: (215) 988-2757
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. 42 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
DRINKER BIDDLE & REATH
Philadelphia, Pennsylvania
March 17, 1997
EXHIBIT 11(B)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent in this Post-Effective Amendment No. 42 under the Securities
Act of 1933, as amended, to this Registration Statement on Form N-1A (File No.
33-20827) of The RBB Fund, Inc., to the reference to our Firm under the headings
"Independent Accountants" in the prospectus and "Miscellaneous - Independent
Accountants" in the Statement of Additional Information.
/S/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
March 17, 1997
